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Home My WebLink AboutRicoh USA Inc; 2015-08-01;RICO Exhibit 2. MASTER SERVICE AGRltEMENT 'CUS'J'OM.ERINFO.RMATlON l<'ull Leoal Name City of Carlsbad a municipal corporation Address 1200 Carlshad Village Drive City Carlsbad I State I CA I ZipCode ! 92008 This Master Service Agreement (this "Agreement") is made by and between Ricoh USA, lnc. ("Ricoh"), with ils principal place of business at 70 Valley Stream Parkway, Malvern, PA 19355-1453 and the customer listed above ("Customer"). This Agreement shall be effective from August, I$C 2011 and shall remain in effect for so long as any current or renewal term of any Order Fom1 (as de lined below) executed by Ricoh and Customer remains in effect. Any expiration or earlier termination of this Agreement shall not, however, be deemed to terminate, alter or otherwise modify the term of any Order Form entered into by the parties, which shall remain in effect in accordance with its terms.ln the event of any conflict between the terms and conditions set tbrth in this Agreement and the terms and conditions set forth in an Order Fonn. the te1ms and conditions of the Order Form shall controL 1. Services. Ricoh and/or its Affiliates will provide Customer and/or its Mliliates with the services more particularly described in an ordering document (collectively, "Services"). "Affiliate" means, in relation to either party, any entity: (a) which is owned 50% or more hy that party; (b) over which that party exercises management control; (c) which is umb common control with that party; or (d) which o>vns 50% or more of that pa1ty. In order to obtain Services from Ricoh or its Affiliates, Customer shall submit to Ricoh or its Affiliate an ordering document in the form of a Service Order, Statement of Work or other written instmmcnt accepted and approved by Ricoh (an "Orde1· Form"). In the event a Ricoh Affiliate and/or Customer Affiliate ~xecutes an Order Form under tllis A&rreemenl, then: (i) all references to "Ricoh" and "Customer" in this Agreement shall mean the Ricoh Affiliate and Customer Affiliate who execute the Order Form; and (ii) in all events, the sole contracting parties tor all purposes related to such Order Form shall be the Ricoh Affiliate and Customer Affiliate who execute such Order Form. 2. Fees and Charges. C\Jstomer shall pay the minimum fees for the Services and the fees for any additional Services as spccitied on an Order Form. All rates and other charges provided for in this Agreement are exclusive of all federal, state, municipal or other governmental excise, sales, use or similar taxes, which taxes (other than tax~s relating to Ricoh's income) will be billed to Customer if required to be collected and remitted by Ricoh. Unless otherwise set forth in an Order Ponn, annually, on the aiUliversary date of tl1is Agreement, Ricoh will increase the minimum fee and any rate in any Order Form tor Personnel labor, overtime compensation, or cost per copy by two point two percent (2.2%). 3. Invoicing ami Payment. Ricoh shall invoice Customer in advance for the minimum fees and any other base recurring charges. Additional charges incurred by Customer during the billing period in excess of the minimum fees/base charges (e.g .• additional image charges and ove1time charges as set fnrlh herein) will he hilled in arrears. Payments are due within thirty (30) days from the date of the applicable invoice. If any invoiced amnunt is not paid within thirty (30) days or its due date, Customer will pay, in addition to that amount, a late charge of three percent (3%) of the overdue payment (but in no event greater than the maximum amount allowed by applicable Jaw). If Customer disputes a charg~ M charges on a given invoice, other than the minimum fees agreed to herein, Customer shall pay all non-disputed charges and document the disputed charges in writing to Ricoh. Customer will not be charged a late fee on any charges reasonably disputed by Customer in accordance with this Agrccm~nt. 4. Ricoh.:l'rovided l!:guipment. "Ricoh-Provided Equipment" shall mean equipment that is specified in an Ord~r Form and is: (a) leased by Customer from Ricoh or a third-party lessor pursuant to a separate lease agreement ("Leased Equipment"); and/or (h) provided by Ricoh as part of the Services ("Non-Leased Equipment"). Delivery of the Ricoh-Providcd Equipment to Customer's location(s) (each, a "Centet·") shall not include system and/or network related installation or services unless agreed to in writing by Customer and Ricoh. For the term of an Order Fom1, all maintenance and r~pairs for the Non-Leased Equipment shall be provided by Ricoh, at its expense, during Nonnal Business Hours (as defined in an Order Form). All Ricoh-Provided Equipment shall remain the property of Ricoh or the applicable third-party lessor or assignee, as applicable, and Customer shall have no right, title or interest in or to the Ricoh-Provided Equipment. ~xcept as otherwise may be provided under any lease agreement. 5. Customet·-Provided Equipment. "Customer-Provided Equipment" shall mean equipment that is specified in an Order fom1 and is: (a) owned by Customer; amVor .(b) leased or rented by Customer from a tl1ird-pa1ty pursuant to a third-patty lease or rental agreement. All Customer-Provided Equipment shall remain the property of Customer (or the applicable third-party), and Ricoh shall have no right, title or interest in or to the Customer-Provided Equipment. Customer-Provided Equipment may also include any equipment for which Ricoh has agreed to pay a third-party on behalf of Customer during the term of this Agreement and pass through such expense to Customer. All costs and expenses relating to any Customer-Provided Equipment, including maintenanc~ and repairs. shall be the responsibility of Customer, unless t)therwise agreed to in writing by Customer and Ricoh. Together, the Ricoh-Providcd Equipment and the Customer-Provided Equipment shall collectively be referred to as the "Covered .Equipment." 6. Service Wan·anties. Ricoh warrants that tb~ Services performed under an Order Form will be performed in a good ruld workmanlike manner. Ricoh will re-perform any Service5 not in compliance with this warranty and brought to Ricoh's attention in writing within a reasonable li111e, but in no event more than thirty (30) days after such Services are performed, which shall be an exclusive remedy for such non-wmpliance. 7. Professional Services. In the event that Customer desires to order professional services (including, hut not limited to, docltment output analysis, back-tile conversion services, hosting, coding, data discovery, imaging services, or forensic collection s~rvices), or engage Rieoh for certain project-based work ("Professional Services"), it must do so by entering into a written Statement of Work accepted and approved in writing by Ricoh and Customer tor Ma~tcr Service Agreement-· Page I Rev. 02/01/14 86397vl such purpose. Each Statement of Work referencing this Agreement will be governed solely by this Agreement and the following terms: 7.1 Change Orders. Changes to the scope of the Services described in any such Statement of Work shall be made only in a written change order signed by both parties. Ricoh shall have no obligation to commence work in connection with any change until the fee and/or schedule impact of the change and all other applicable terms are agreed upon by both parties in writing. Ricoh shall provide any such Services at the Customer location set forth in the Statement of Work, as applicable, or on a remote basis. In consideration of the Services set forth in the Statement of Work, Customer shall pay Ricoh the fees in the amounts and at the rates set forth therein. Ricoh may suspend or terminate such services for non-payment. 7.2 Professional Services Delivery Schedules. Customer acknowledges that Ricoh's performance of any such Services is dependent upon Customer's timely and effective performance of its responsibilities as set forth in the Statement of Work. Estimated delivery and/or service schedules contained in any Statement of Work are non-binding estimates. 7.3 Intellectual Property Rights. Intellectual property rights arising from the Professional Services (but not the data, materials or content provided by Customer) shall remain the property of Ricoh, and nothing contained in any Statement of Work shall be construed to transfer, convey, restrict, impair or deprive Ricoh of any of its ownership or proprietary interest or rights in technology, information or products that existed prior to the provision of deliverables under the Statement of Work or that may be independently developed by Ricoh outside the scope ofthe Statement of Work and without use of any confidential or otherwise restricted material or information thereunder. Customer shall not use any Professional Services provided pursuant to a Statement of Work for any unlawful purpose. Neither party shall acquire any right, title or interest in or to the other party's intellectual property rights including their copyrights, patents, trade secrets, trademarks, service marks, trade names or product names. Subject to payment of all relevant fees and charges, Ricoh hereby grants Customer a worldwide, perpetual, nonexclusive, non- transferable, royalty-free (other than payments identified in the applicable Statement of Work or other transaction documents) license for its internal business purposes only to use, execute, display, perform and distribute (within Customer's organization only) anything developed by Ricoh for Customer in connection with the Professional Services ("Contract Property''). Ricoh shall retain all ownership rights to the Contract Property. For purposes of clarity any Statement of Work and the foregoing license relates to the Professional Services only, and software programs shall not be deemed to be deliverables or "Services" or "Professional Services." All licensing for Ricoh or third-party software shall be as provided in section 7.4 hereunder. 7.4 Software. All Ricoh and/or third-party software provided by Ricoh as part of or in connection with the Professional Services is licensed, not sold, and is subject to both the server, seat, quantity or other usage restrictions set forth the relevant transaction documentation, and to the terms of the respective end user license agreements, with which Customer agrees to comply. If such software is manufactured by a party other than Ricoh, then Customer acknowledges that Ricoh is not the manufacturer or copyright owner of such third-party software and that Ricoh makes no representations and provides no warranties with respect thereto. Ricoh shall make available to Customer any warranties made to Ricoh by the manufacturer of the software and/or products utilized by Ricoh in connection with the Professional Services, to the extent transferable and without recourse. 8. Basic Connectivity Services. If any software, system support or related connectivity services are specifically set forth on an Order Form, Ricoh shall provide any such Services at the Center, as applicable, or on a remote basis. Customer shall provide Ricoh with such access to its facilities, networks and systems as may be reasonably necessary for Ricoh to perform such Services. 9. Termination of Services. Upon ninety-(90) days' prior written notice, either party may terminate any of the Services specified in an Order Form. Upon termination of the Services, Customer shall: (a) permit Ricoh to remove from Customer's location any Non-Leased Equipment and unused Ricoh-provided supplies; (b) pay to Ricoh all fees and charges incurred by Customer through the date of termination of the Services under this Agreement; and (c) if applicable, resume payment of any amounts paid for by Ricoh during the term of this Agreement on behalf of Customer. Additionally, should Customer opt to terminate Services that include Ricoh Personnel (pursuant to Section 16 below) under any Order Form, Customer shall: (i) pay to Ricoh, as liquidated damages and not as a penalty, a one-time service termination fee equal to (A) four (4) times the then current Minimum Service Fee (as defined in the Order Form) if termination occurs in the first twelve (12) months of the Initial Term or any Renewal Term; (B) three (3) times the Minimum Service Fee if termination occurs in months thirteen (13) through twenty-four (24) of the Initial Term or any Renewal Term; or (C) two (2) times the Minimum Service Fee if termination occurs any time after the twenty-fourth (24th) month of the Initial Term or any Renewal Term and prior to the expiration of such Initial Term or Renewal Term, and if applicable, any other fees and charges specified on any Order Form (collectively, "Termination Fee"); and (ii) be obligated for all maintenance costs of the Covered Equipment and all Covered Equipment supply costs (including toner, developer, and staples) as of the effective date of termination. If Customer cancels this Agreement pursuant to sections lO(b) or (c) below, Customer shall not be obligated to pay the Termination Fee. 10. Default. In addition to 'any other rights or remedies which either party may have under this Agreement or at law or equity, either party shall have the right to cancel the Services provided under this Agreement immediately: (a) if the other party fails to pay any fees or charges or any other payments required under this Agreement when due and payable, and such failure continues for a period of thirty (30) days after being notified in writing of such failure; (b) if the other party fails to perform or observe any other material covenant or condition of this Agreement, and such failure or breach shall continue un-remedied for a period of forty-five (45) days after such party is notified in writing of such failure or breach; or (c) if the other party becomes insolvent, dissolves, or assigns its assets for the benefit of its creditors, or files or has filed against it any bankruptcy or reorganization proceeding. 11. Confidentiality. "Confidential Information" shall mean information which may be disclosed in the performance of this Agreement or an Order Form and which is identified as confidential, including information relating to the Services, data used or generated in the provision of the Services, or any of a party's products, operations, processes, plans or intentions, know-how, trade secrets, market opportunities or business affairs. Neither party is permitted to divulge, and each party must ensure that its employees, agents and subcontractors do not divulge, to any third-party, any Confidential Information of the other party without the other party's prior written consent, except to authorized representatives of Customer or to employees or subcontractors of Ricoh who have a need to access such Confidential Information to perform the Services contemplated hereunder. Confidential Information shall not include information which: (a) at the time of disclosure is in the public domain; (b) after disclosure becomes part of the public domain by publication or otherwise through no fault of the receiving party; (c) is required to be disclosed pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction; or (d) can be established to have been independently developed and so documented by the receiving party Master Service Agreement -Page 2 Rev. 02/01/14 86397vl or obtained by the receiving party from any person not in breach of any confidential obligations to the disclosing party. The terms of this Agreement and any Order Form shall not be considered to be Confidential Information. Customer acknowledges and agrees that any information provided by Customer to Ricoh pursuant to this Agreement that constitutes Protected Health Information ("PHI") subject to the Health Insurance Portability and Accountability Act of 1996 45 CFR Parts 160 and 164 ("HIPAA") and the Health Information Technology for Economical and Clinical Health Act, Public Law 111-005 (the "IDTECH Act") or "nonpublic personal information" as defmed under the Title V of the U.S. Gramm-Leach- Bliley Act, 15 U.S.C. § 6801 et seq., and the rules and regulations issued thereunder ("Gramm-Leach-Bliley'') shall be specifically identified as such to Ricoh in writing. 11.1 Data Management Services. The parties acknowledge and agree that Ricoh shall have no obligation to remove, delete, preserve, maintain or otherwise safeguard any information, images or content retained by, in or on any item of Covered Equipment serviced by Ricoh, whether through a digital storage device, hard drive or similar electronic medium ("Data Management Services"). If desired, Customer may engage Ricoh to perform such Data Management Services at its then-current rates. Notwithstanding anything in this Agreement to the contrary: (a) Customer is responsible for ensuring its own compliance with legal requirements pertaining to data retention and protection; (b) it is Customer's sole responsibility to obtain advice of competent legal counsel as to the identification and interpretation of any relevant laws and regulatory requirements that may affect Customer's business or data retention, and any actions required to comply with such laws; (c) Ricoh does not provide legal advice or represent or warrant that its services or products will guarantee or ensure compliance· with any law, regulation or requirement; and (d) the selection, use and design of any Data Management Services, and any and all decisions arising with respect to the deletion or storage of any data, as well as any loss of data resulting therefrom, shall be the sole responsibility of Customer. 11.2 Customer Requirements. Notwithstanding anything in this Agreement to the contrary, Customer is responsible for ensuring its own compliance with any and all applicable legal, regulatory, business, industry, security, compliance and storage requirements relating to data retention, protection, destruction and/or access. It is Customer's sole responsibility to obtain advice of competent legal counsel as to the identification and interpretation of any relevant laws and regulatory requirements that may affect Customer's business or data retention, and any actions required to comply with such laws. RICOH DOES NOT PROVIDE LEGAL, ACCOUNTING OR TAX ADVICE OR REPRESENT OR WARRANT THAT ITS SERVICES OR PRODUCTS WILL GUARANTEE OR ENSURE COMPLIANCE WITH ANY LAW, REGULATION OR REQUIREMENT. 11.3 Encryption. Ricoh offers and recommends encryption related to the transmission of data for the provision of Services. If data is required to be encrypted by law (including but not limited to HIP AA, the HITECH Act, or Gramm-Leach-Bliley), and Customer waives encryption, Customer is responsible for such failure to encrypt under the law. 12. Insurance. At all times during the term of this Agreement, the parties hereto shall comply with the following insurance requirements: 12.1 Workers' Compensation. Each party shall maintain workers' compensation insurance for all such party's employees, including coverage under the applicable law of the jurisdiction where the work will be performed. Each party shall also require that all of its subcontractors maintain similar workers' compensation coverage. For the purpose of this section, self-insurance approved by the appropriate state or local agency or regulatory body is deemed to satisfY these requirements. 12.2 Employer's Liability. Each party shall maintain employer's liability insurance (in the United States typically Coverage B of a workers' compensation policy) with limits of a minimum of: (a) $1,000,000 for each accident for bodily injury by accident; (b) $1,000,000 for bodily injury by disease; and (c) $1,000,000 for each employee for bodily injury by disease. Each party shall also require that all of its subcontractors maintain similar employer's liability coverage. For the purpose of this section, self-insurance approved by the appropriate state or local agency or regulatory body is deemed to satisfY these requirements. 12.3 General Liability. Each party shall maintain general liability insurance and include the other party as an additional insured. Limits shall be a minimum of: (a) $1,000,000 per occurrence for bodily injury or property damage; (b) $1,000,000 per occurrence for products or completed operations; and (c) $2,000,000 armual aggregate for products or completed operations' claims. Coverage shall include those perils generally associated with a commercial general liability policy and specifically include contractual liability coverage. Coverage shall contain no exclusions for cross liability between insureds. Each party shall also require that all of its subcontractors maintain similar general liability insurance. For the purpose of this section, self-insurance approved by the appropriate state or local agency or regulatory body is deemed to satisfY these requirements. 12.4 Automobile Liability. Each party shall maintain automobile liability insurance that includes the other party as an additional insured. Limits shall be a minimum of: (a) $1,000,000 per accident combined single limit; or (b) $1,000,000 per occurrence for bodily injury and $500,000 per occurrence for property damage. Coverage shall include liability assumed under the Agreement For the purpose of this section, self-insurance approved by the appropriate state or local agency or regulatory body is deemed to satisfY these requirements. 12.5 Certificates of Insurance. With regard to the above, each party's insurance shall: (a) be underwritten by a licensed insurer reasonably acceptable to the other party; (b) be primary for that party's exposure relative to any insurance purchased or maintained by the other party; and (c) be evidenced by a certificate of insurance containing a signature by a duly authorized representative of the insurer providing such insurance carmot be canceled without thirty (30) days' written notice to the other party. With regard to the general liability insurance and automobile liability insurance, each party's insurance shall be endorsed so the insurer will waive subrogation rights against the other party. This section shall not apply if Customer is self-insured up to the minimum insurance requirements. 13. Indemnification. Each party ("Indemnifying Party") shall indemnifY, defend and hold harmless the other ("Indemnified Party'') from all third-party claims incurred by the Indemnified Party arising out of the death or bodily injury of any agent, employee, or business invitee of the Indemnified Party, or the damage, loss, or destruction of any tangible property of the Indemnified Party, up to a maximum of $1,000,000, to the extent caused by the negligent acts or omissions or willful misconduct of the IndemnifYing Party, its employees, or agents. Customer shall indemnifY, defend and hold harmless Ricoh and its representatives and affiliates from and against any claim, suit, demand, liability, cause of action, damage or cost (including reasonable attorneys' fees and expenses) for actual or alleged infringement of any intellectual property right, including but not limited to copyright, trademark, or right of publicity, and breach of confidentiality arising from the copying of materials provided by Customer hereunder. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall be construed to give Ricoh any control over decisions relating to choosing the content of Master Service Agreement-Page 3 Rev. 02/01/14 86397vl information copied or otherwise handled hereunder. Customer warrants and represents that it violates no intellectual property rights or confidentiality agreements of third-parties by having Ricoh perform Services under this Agreement. Customer shall further indemnify, defend and hold harmless Ricoh and its representatives and affiliates from and against any fine, penalty, claim, suit, demand, liability, cause of action, damage or cost (including reasonable attorneys' fees). for any actual or alleged violation of any law or regulation relating to export and re-export control (collectively, "Export Laws") arising from the performance of Services under this Agreement. Notwithstanding any other provision of this Agreement, Customer shall at all times remain solely responsible for complying with all applicable Export Laws and for obtaining any applicable authorization or license under the Export Laws. Customer acknowledges and agrees that Ricoh may from time to time, in its sole discretion, engage non-U.S. subcontractors to perform any portion of the Services on Ricoh's behalf. Customer .represents and warrants to Ricoh that it, its employees and agents shall not provide Ricoh with any document, technology, software or item for which any authorization or license is required under any Export Law. Without intending to create any limitation relating to the survival of any other provisions of this Agreement, Ricoh and Customer agree that the terms of this paragraph shall survive the expiration or earlier termination of this Agreement. Each party shall promptly notify the other in the event of the threat or initiation of any claim, demand, action or proceeding to which the indemnification obligations set forth in this section may apply. 14. Limitations. 14.1 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, RICOH'MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES, EQUIPMENT OR GOODS PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Ricoh shall be excused from any delay or failure in performance of the Services under this Agreement for any period if such delay or failure is caused by any event of force majel:ITe or other similar factors beyond its reasonable control. THE AMOUNT OF ANY LIABILITY OF RICOH TO CUSTOMER OR ANY THIRD-PARTY, FOR ONE OR MORE CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT PAID TO RICOH FOR THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT DURING THE SIX-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE. 14.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 15. Purchases of Equipment for Cash. In the event that Customer desires to purchase equipment or products from Ricoh from time to time, it may do so by issuing a purchase order or Order Form to Ricoh for that purpose. For any equipment or products manufactured by Ricoh ("Ricoh Equipment"), Ricoh warrants that, at the time of delivery and for a period of ninety (90) days thereafter, the Ricoh Equipment will be. in good working order and will be free from any defects in material and workmanship. Ricoh's obligations under this warranty are limited solely to the repair or replacement (at Ricoh's option) of parts proven to be defective upon inspection. The foregoing warranty shall not apply: (a) if the Ricoh Equipment is installed, wired, modified, altered, moved or serviced by anyone other than Ricoh; (b) if the Ricoh Equipment is installed, stored and utilized and/or maintained in a manner not consistent with Ricoh specifications; (c) if a defective or improper non-Ricoh accessory or supply or part is attached to or used in the Ricoh Equipment; or (d) if the Ricoh Equipment is relocated to any place where Ricoh services are not available. In connection with any equipment or product purchase from Ricoh, Ricoh shall transfer to Customer any equipment or product warranties made by the applicable manufacturer, to the extent transferable and without recourse. Unless otherwise agreed upon by both parties in writing, Customer shall be responsible for all installation, transportation and rigging expenses. Customer agrees to confirm delivery of all equipment and products purchased under this Agreement when the same is delivered by signing a delivery and acceptance certificate (in a form to be provided by Ricoh) or written delivery acknowledgement. Orders shall not be cancelable by Customer following acceptance by Ricoh. Ricoh reserves the right to make and invoice deliveries in installments. All claims for damaged equipment or products shall be deemed waived unless made in writing, delivered to Ricoh within three (3) days after Customer's receipt of such equipment or products. Except to the extent of any applicable and validated exemption, Customer agrees to pay any applicable taxes that are levied on or payable as a result of the use, sale, possession or ownership of any equipment or products purchased hereunder, other than income taxes ofRicoh. 16. Personnel. If an Order Form provides for the provision by Ricoh of on-site personnel ("Personnel") to perform the Services, such Personnel shall at all times be the employees of Ricoh, and Ricoh shall be solely responsible for the supervision, daily direction and control of such Personnel. Ricoh shall have the right to remove, reassign, or take any other employment-related action with respect to any of its Personnel furnished pursuant to this Agreement. In the event of such removal or reassignment, Ricoh will furnish a replacement. In addition, Ricoh shall be responsible for payment of all compensation, benefits and employer taxes relating to such Personnel (including workers' compensation and disability). Ricoh reserves the right to hire temporary employees or subcontractors, if the circumstances require, in order to perform-the Services or to accommodate special requests from Customer. The parties do not hereby intend to enter into a partnership or joint venture, to become agents of one another or to have their respective personnel become agents of the other, and the relationship between Ricoh and Customer shall at all times be that of independent contractors, whether under the HITECH Act or otherwise. Should Customer determine that any . Personnel are not performing in accordance with the requirements of this Agreement, Customer shall provide Ricoh with written notice of such failure. Within five (5) business days ofRicoh's receipt of such notice, and in accordance with Ricoh policy and procedure, Ricoh shall remedy the deficiency with the Personnel in question. Notwithstanding, if Customer believes that an action of Personnel warrants immediate action by Ricoh, Customer shall contact Ricoh and provide Ricoh in writing with the reason for requesting such immediate action. Customer may not request that Ricoh take action because ofrace, religion, gender, age, disability, or any other legally- prohibited basis under federal, state or local law. Either during any Personnel's assignment to Customer or within one (1) year after the completion of such an assignment, should Customer directly or indirectly solicit, hire or otherwise employ any Personnel in any manner whatsoever to perform services similar to those Services provided to Customer hereunder or have any Personnel provide such services through a third-party, then Customer shall pay Ricoh, as a one-time placement fee as compensation for the screening, hiring and training costs incurred by Ricoh with respect to the replacement of each such Personnel, a sum equal to one (1) years' salary for each -such Personnel Customer hires, engages or otherwise employs (but in no event more than $20,000 for each such Personnel). 17. Repair and Maintenance Services; Software Support. 17.1 Repair and Maintenance Services. To the extent the Services include equipment repair and maintenance under an Order Form for Master Service Agreement-Page 4 Rev. 02/01/14 86397vl any identified Covered Equipment, Ricoh will, during Normal Business Hours (as defined in an Order Form), and Non-Normal Business Hours and all Holidays at Ricoh's prevailing overtime rate, repair or replace in accordance with the terms and conditions of this Agreement any part of the Covered Equipment that becomes unserviceable due to normal usage (other than consumable supplies). Replacement parts may be furnished on an exchange basis and will be new, reconditioned or used as determined by Ricoh in its sole discretion. Travel and labor-time for service calls outside of Normal Business Hours-will be charged on a time-and-material basis. Ricoh representatives will not handle, disconnect or repair unauthorized attachments or components. Customer is responsible for disconnecting and re-connecting unauthorized attachments or components. Customer shall hold Ricoh and its employees and representatives harmless from and against damages to any unauthorized parts, components or accessories as well as any claims arising there from. Reconditioning and similar major overhauls may be covered by applicable manufacturer warranties, but are not covered by this Agreement or any Order Form. If Ricoh determines that such actions may be necessary as a result of normal wear and tear of materials and age factors caused by normal usage in order to keep the Covered Equipment in working condition, Ricoh will submit to Customer an estimate of the needed repairs and the cost for such repairs (which costs will be in addition to the charges payable under the applicable Order Form). 17.2 Use of Recommended Supplies; Meter Readings. (a) 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 Covered Equipment or cause abnormally .frequent service calls or service problems, then Ricoh may, at its option, assess a surcharge or terminate the applicable Order Form with respect to such items of Covered Equipment. If so terminated, Customer will be offered Services on a time-and-material basis. It is not a condition of this Agreement that Customer use only Ricoh-provided supplies. Service charges are based on standard 8.5xll images. Ricoh reserves the right to assess additional images charges for non-standard images, including 11x17 images. (b) If Ricoh determines that Customer has used more than the manufacturer's recommended specifications for supplies provided by· Ricoh, Customer will pay reasonable charges for those excess supplies and/or Ricoh may refuse additional supply shipments. Ricoh reserves the right to assess freight and shipping charges for all parts and supply deliveries. Customer agrees, either by itself or through a designated represep.tative, which may include any Personnel or an independent third-party, to provide Ricoh true and accurate meter readings by submitting meter reads to Ricoh through the Ricoh web- based meter read submission program, or when and in any reasonable manner requested by Ricoh, whether via telephone, email or otherwise. If accurate meter readings are not provided on a timely basis, Ricoh reserves the right to estimate the meter readings from previous meter readings. Appropriate adjustments will be made to subsequent billing cycles following receipt of actual and accurate meter readings. As part of its Services, Customer acknowledges and agrees that Ricoh may place automatic meter reading units on Covered Equipment, embedded or otherwise, at Customer's location in order to facilitate the timely and efficient collection of accurate meter read data on a monthly, quarterly or annual basis, service calls and low toner alerts. Ricoh agrees that such units will be used by Ricoh solely for such limited purpose. Once transmitted, all meter read data shall become the sole property ofRicoh and may be utilized for billing purposes. 17.3 Software Support. To the extent the Services include software support under an Order Form ("Software Support"), Ricoh will during Normal Business Hours provide support for software supplied by Ricoh ("Software") in accordance with the terms and conditions of this Agreement. Software Support is advice by telephone, email or via the Ricoh or the developer's website following receipt of a request from Customer to diagnose faults in the Software and advice to rectify such faults (remotely or by attendance on site as determined byRicoh). 17.4 Scope of Repair and Maintenance Services. The Services provided by Ricoh under this Agreement and each Order Form will not include the following: (a) repairs or Software Support resulting from misuse (including without limitation failure to maintain a proper environment for the Covered Equipment or Software, improper voltage or the use of supplies that do not conform to the manufacturer's specifications); (b) repairs made necessary by service or relocation of the Covered Equipment performed by persons other than Ricoh representatives; (c) service calls or work which Customer requests to be performed outside of Normal Business Hours (unless covered under an extended hour service contract); (d) removable cassette, copy cabinet, exit trays, or any item not related to the mechanical or electrical operation of the Covered Equipment; (e) supply of consumable supplies such as paper or staples, unless expressly provided for in the Order Form; (f) repairs and/or service calls resulting from attachments not purchased from Ricoh; (g) any Software Support or system support or the connection of any hardware or software to any Customer network or system unless specified in the Order Form; (h) parts no longer available from the applicable manufacturer; (i) electrical work external to the Covered Equipment, including problems resulting from overloaded or improper circuits; and G) charges for installation of the Covered Equipment or de-installation and/or movement of the Covered Equipment from one location to another. Damage to Covered Equipment or parts are not covered by this Agreement or any Order Fo:r:m. In no event shall Ricoh be liable for any damages resulting from or related to any failure of software, including, but not limited to, loss of data, or delay of delivery of Services hereunder. Ricoh assumes no obligation to provide or install any anti-virus of similar software and the scope of services contemplated hereby does not include any such Services. Ricoh may terminate its Service obligations under this Agreement or any Order Form with respect to any item of Covered Equipment or Software that has been modified, damaged, altered or serviced by personnel other than those employed by Ricoh. Additionally, Services necessitated as a result of inadequate key operator involvement, any operator caused damage, or the Covered Equipment being beyond economical repair may result in Services being rendered on a time-and-material basis. 18. Space, Utilities and Office Supplies. To the extent the Services include on-site Services under an Order Form: (a) Customer will provide adequate space for operation of Services and will provide for the preparation of the designated space in its facility for the Center(s), including any electrical work required for installation or operation of all Covered Equipment required under this Agreement. (b) Customer will provide adequate electrical service, telephone service, custodial service, air ventilation, heating and cooling systems for each Center and any Covered Equipment and will provide the access needed for equipment maintenance, repair, installation and removal. (c) To operate the Center(s), Customer shall provide: (i) the office supplies (such as paper clips, staples, staplers, tape, etc.); and (ii) the office equipment (such as desks, shelves, telephones, file cabinets, table and chairs) that Customer and Ricoh mutually agree is necessary. (d) Customer agrees to provide a proper place for the use of the Covered Equipment, including electric service as specified by the manufacturer. Customer will provide adequate facilities (at no charge) for use by Ricoh representatives in connection with the Service of the Covered Equipment hereunder within a reasonable distance of the Covered Equipment. Customer agrees to provide "360 degree" service access to the Covered Equipment. Customer will designate a key operator for the Covered Equipment who will be primarily responsible for the use and care of the Covered Equipment on behalf of Customer, and will be the Master Service Agreement-Page 5 Rev. 02/01/14 \\ 86397vl primary point of contact for Personnel on Covered Equipment-related matters. Customer will make key operators available for instruction in use and care of the Covered Equipment. Unless otherwise agreed upon by Ricoh in writing or designated in the applicable Order Form, all supplies for use with the Covered Equipment will be provided by Customer and will be available "on-site" for servicing. Customer agrees that any systems utilizing similar supplies must be covered under similar inclusive service programs. (e) Customer will maintain the designated space for the Center(s) free from any unsafe conditions and will make available to the Ricoh personnel and subcontractors any safety equipment or materials provided by Customer to Customer's own employees and subcontractors. (f) Customer shall provide adequate security for equipment, supplies, and other items of value utilized by Ricoh in the performance of the Services. Customer shall bear all losses resulting from the theft or loss of such equipment, supplies and/or items of value, except those negligently or willfully caused by Ricoh or Ricoh's employees. (g) Ricoh's inability to fulfill ·its obligations under this Agreement because of any failure of Customer to meet its obligations under this section shall not constitute a breach of this Agreement or other default by Rico h. 19. Out of Scope Services. Notwithstanding anything to the contrary set forth herein or any current or future course of dealing between the parties, THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT DO NOT INCLUDE, AND RICOH SHALL HAVE NO OBLIGATION TO PROVIDE, OR ANY LIABILITY FOR, ANY OUT OF SCOPE SERVICES. SIMILARLY, THE FEES PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DO NOT CONTEMPLATE THE PROVISION OF ANY OUT OF SCOPE SERVICES. For this purpose, the term "Out of Scope Services" shall inc~ude by way of illustration and not to be limited to any and all of the following: the operation or maintenance of any heavy equipment or machinery, including forklifts and stackers; the use or operation of any non-Ricoh vehicles; the handling or delivery of cash, checks, securities or negotiable instruments; security services, including x-ray, screening, guard or similar security measures; catering services; the leasing of real estate; chauffer, limo or shuttle services; and the handling or delivery of explosives, drugs, chemicals, hazardous wastes, biological materials, medical supplies, medical wastes, food items, organic and other perishables. In the event that Customer desires to obtain any Out of Scope Services, Customer should contact its Ricoh account executive to discuss available solutions for such services. 20. Assignment Except as otherwise provided in any Order Form, neither party shall assign nor in any way dispose of all or any part of its rights or obligations under this Agreement without the prior written consent of the other, which shall not be unreasonably withheld. 21. Governing Law. This Agreement and any United States Order Form shall be governed by the laws of the State of California both as to interpretation and performance, without regard to its choice of law requirements. All other Order Forms shall be governed by the law of the jurisdiction in which the Services are being performed. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original. 22. Miscellaneous. The parties agree that the terms and conditions contained in this Agreement and in each Order Form make up the entire agreement between them regarding the Services 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 issued by Customer at any time for any reason will not modifY or affect this Agreement or any Order Form, nor have any other legal effect notwithstanding the inclusion of any additional or different terms or conditions in any such ordering document and shall serve only the purpose of identifYing the Services ordered. Except as otherwise expressly set forth herein, any change in any of the terms and conditions of this Agreement or any Order Form must be in writing and signed by both parties. The delay or failure of either party to enforce at any time any of the provisions of this Agreement or any Order Form shall in no way be construed to be a waiver of such provision or affect the right of such party thereafter to enforce each and every provision of this Agreement and each Order Form. If any provision of this Agreement or any Order Form is held to be invalid or unenforceable, this Agreement and each Order Form shall be construed as though it did not contain the particular provision held to be .invalid or unenforceable. Each party agrees that electronic signatures of the parties on this Agreement and any Order Form will have the same force and effect as manual signatures. Neither party shall (orally or in writing) make any media release or issue any promotional materials concerning this Agreement or the subject matter hereof without the prior written approval of the other party, which shall not be unreasonably withheld, conditioned or delayed. All notices shall be given in writing by the party sending the notice and shall be effective when deposited in the mail, addressed to the party receiving the notice at its address shown above (or to any other address specified by that party in writing) with postage prepaid. If more than one Customer has signed this Agreement or any Order Form, each such Customer agrees that its liability is joint and several. If Customer has signed this Agreement or any Order Form on behalf of any of its subsidiaries or affiliates, Customer shall remain liable for the obligations hereunder. 23. Non-Appropriation of Funds. If the Customer is a State or political subdivision of a State, as those terms are defmed in Section 103 of the Internal Revenue Code, the following additional terms and conditions in this Section 23 shall apply. Customer's obligation to pay compensation due to us under this Agreement and any Order Form is subject to appropriations by Customer's governing board to satisfY payment of such obligations. Customer's obligations to make payments during subsequent fiscal years are dependent upon the same action. If such an appropriation is not made for any fiscal year, $e Order Form to this Agreement shall terminate effective at the end of the fiscal year for which funds were appropriated and Customer will not be obligated to make any payments under such Order Form to this Agreement beyond the amount appropriated for payment obligations under the Order Form to this Agreement. Customer will provide Ricoh with written notice of non-appropriation of funds within thirty (30) calendar days after action is completed by Customer's governing board. However, Customer's failure to provide such notice shall not extend the Order Form to this Agreement into a fiscal year in which sufficient funds have not bel!n appropriated, provided that (x) Customer shall pay any and all payments due up through the end of the last day of the fiscal year for which appropriations were made and (y) Customer shall pay for Services set forth under any such Order Form for each month or part thereof that Customer utilizes the Services. The parties are signing this Agreement on the date stated in the introductory clause. 86397vl Master Service Agreement -Page 6 Rev. 02/01114 Name: Matt Hall Title: Mayor Exhibit 3 SERVICE ORDER CUSTOMXR INFORMATION Order Number TBD Full Leenl Name City of Carlsbad a municipal corporation Address 1200 Carlsbad Village Dr City Carlsbad I State I CA I ZU> Code I 92008 This Service Order is made pursuant to the Master Service Agreement dated , between Ricoh USA, Inc. and City of Carlsbad (the "Agreement"). This Service Order shall be effective as of and shall have a (@) month term ("Initial Term") for performance unless earlier terminated as expressly provided h rei . Thereafter, this Service Order shall automatically renew for consecutive three (3) month periods, (each, a "Renewal Term") at the rates specified herein, unless terminated by eilhcr party upon thirty (30) days prior written notice before the end of the Initial Term or Renewal Term, as applicable. The not to exceed dollar amount is one hundred thousand dollars ($100,000) per year for the items performed under this Service Order. 1f the entity identified as the custorner above is not the "Customer" listed in the Agreement, such entity acknowledges that it is a Customer Affiliate and, sole ly with respect to this Service Order, agrees to be bound by the Agreement and this Service Order as tho "Customer." AU terms and conditions of the Agreement are incorporated into this Service Order and made a part hereof. It is tho intent of the parties that this Service Order be separately enforceable as a complete and independent agreement, independent of all other Service Orders made as pi:irt of the Agreement. This Service Order consists of this page, together with the following Exhibits and Service Riders, which shall apply only to the engagement contemplated by this Service Order. EXHlBITS 1:81 Exhibit A -Services, Personnel and Fees 0 Exhibit B -Ricob-Provided Equipment [81 Exhibit C -Customer-Provided Equipment SERVICE RJOERS 0 Managed Services Rider 0 Managed Print Servjces Rider ~ Pt·ofessional Services Statement(s) of Work 0 Equipment Rider The parties have executed this Service Order as of the date first written above. CUSTOMER~ By: ~ ' Name: Matt Hal Title: Mayor Date: JuJy 28, 2015 86398v1 RlCO By: Name: Title: Date: Service Order-Page 1 \L\ EXHIBIT A TO SERVICE ORDER MASTER SERVICE AGREEMENT-SERVICES, PERSONNEL AND FEES X ment Re air and Maintenance Services· Su lies· Software Su ort Equipment Repair and Maintenance Services ~ Supplies ~ Software Support X Managed Services Copy/Print Services D Mail Services D Courier Services 0 Receptionist Services D Imaging Services D Records Management Services D Business Information Services ~ Other: RMMSC X Managed Print Services ~ Fleet Management Services ~ Print Policy Governance ~ Consumables Management Services 0 Multi-vendor Management D Marcom Central Solution® ~ Intelligent Device Monitoring ~ @Remote Enterprise Pro D Professional Services Hours of Operation: Hours of Operation: __ Hours of Operation: __ Hours of Operation: __ Hours of Operation: __ Hours of Operation: __ Hours of Operation: __ Huurs of Operation: 24X7 Ricoh will provide the following Services to Customer pursuant to a Ricoh Statement of Work: ~ Project Management ~ Change Management Consulting D Document Workflow Consulting D Professional Services engineering Block of Hours D Other: D Equipment via Service Order 0 Managed Print Services Utility Model -Printers All other Services shall be agreed upon from time-to-time by Customer and Ricoh in writing. PERSONNEL Ricoh will provide the following Personnel to perform the Services specified above: RlCOH ADDITIONAL STAFFING Longer-term full-time and part-time staffing may be added via an amendment to this Service Order. Additional rates for longer-term additional staffing will be agreed upon in advance of commencement of such service by way of an amendment to this Service Order and will be based upon current labor market conditions at the time. Full-time headcount is considered forty (40) hours per week for an assignment in excess of a month; part- time headcount is considered twenty (20) hours per week for assignments in excess of a month. HOURS OF OPERATION AND HOLIDAYS Ricoh will provide the Services during normal business hours which, unless otherwise specified herein, will be 8:00 am. to 5:00 p.m. local time, Monday through Friday, except for City-recognized holidays-{"Normal Business Hours"). Ricoh will provide Services during non-business hours, within Quarterly Average Response Time defined below, at the below-referenced overtime rates. Service Order-Page 2 \~ 86398vl MINIMUM SERVICE FEES As part of the Minimum Service Fee listed above, Customer is entitled to use the number of [monthly] Base Images specified below: Base Images Rate Service Level Ricoh-Production Black & White 343,606 .006 Gold Equipment Color 74,222 .05 Gold Ricoh-Wide Format Black & White 0 .20 Gold Equipment Color 0 .30 Gold (per linear ft.) Separate from and in addition to the Minimum Service Fee listed above, Customer will be charged: Overages: Customer shall pay for black & white and color images monthly over the number of Base Images indicated in the table above at the Overage Rate specified above. The charge for overages is calculated by multiplying the number of images in excess of the number of Base Images by the applicable Overage Rate. Overtime: When Customer workload requires the Services to be provided by any Pe~onnel in excess of an eight (8) hour workday, during or beyond Normal Business Hours, Ricoh will provide overtime Services and will invoice Customer for such overtime. Overtime will be charged at Ricoh's then-current overtime rates, with a Three (3) hour per Personnel minimum overtime charge when the overtime is not directly adjacent to Normal· Business Hours. Equipment Moves: Ricoh shall provide up to five (5) free equipment moves per calendar quarter. Customer shall pay Ricoh to move Covered Equipment at Ricoh's then-current rates, for moves in excess of five (5) equipment moves per calendar quarter. Freight, Delivery, and Mailing Costs: Customer shall pay all postage/mailing expenses (meter rentals), any reasonable fuel surcharges assessed from time to time, courier and/or carrier fees directly as deemed nece~sary to provide the Services. Ricoh shall not bear or be responsible for any costs related to Customer's freight, delivery and/or mail costs and, to the extent Ricoh pays such costs, Customer shall immediately reimburse Rico h. SERVICE LEVELS IfRicoh is engaged to provide Equipment Repair and Maintenance Services, Ricoh agrees to meet the following Service Levels: Quarterly Average Response Time: Ricoh service technicians will meet a quarterly average response time of four (4) hours for all Customer service calls located within thirty (30) miles of a Ricoh service center and eight (8) hours for all Customer service calls located thirty-one (31) miles or greater from a Ricoh service center. Uptime: Ricoh-Provided Equipment will operate in accordance with the applicable manufacturer's specifications and will be serviced in a manner designed to meet a minimum quarterly uptime average of ninety-five percent (95%), which shall be calculated based upon an eight (8) hour day and exclude normal preventive maintenance time and downtime attributable to Customer's negligence. In the case of an element of the above Service Levels not being achieved a resolution or remedy process is to be engaged. A resolution or remedy will be documented by a corrective action plan tied to an agreed upon timeline to bring the services within targeted standards within thirty (30) day timeframe. The remedy may require service delivery correction actions, the addition of incremental capacity, modification to service process due to changes in facilities logistics and environment. Maintenance Consumables Additional Supplies Preventative Toner, Maintenance Parts Labor Ink* Kits Staples Paper Gold YES YES YES YES YES No Silver YES YES YES YES No No Bronze YES YES No No No No *MICR toner is not included Service Order-Page 3 \Vl 86398vl EXHIBIT B TO SERVICE ORDER MASTER SERVICE AGREEMENT-RICOH-PROVIDED EQUIPMENT Leased Equipment (Equipment leased pursuant to separate Master Lease Agreement which receives Services): MAKE MODEL Qty START SERIAL NUMBERS SERVICE TONER CARTS METER LEVEL INCLUDED FOR TERM Ricoh MPC2503 27 n/a TBD Gold Yes Ricoh MPC4503 14 n/a TBD Gold Yes Ricoh MPC5503 3 n/a TBD Gold Yes Ricoh MPC6003 5 ,n/a TBD Gold Yes Ricoh MPC6502SP 3 n/a TBD Gold Yes Ricoh MPC8002SP 9 n/a TBD Gold Yes Ricoh MP401SPF 41 n/a TBD Gold Yes Ricoh MPC305SPF 11 n/a TBD Gold Yes Ricoh W2200SP 7 n/a TBD Gold Yes Espon T7270 1 n/a TBD Gold Yes Epson T5270 1 n/a TBD Gold Yes Ricoh SP204SN 2 n/a TBD Gold Yes Non-Leased Equipment (Equipment provided by Ricoh as part of the Services): MAKE (Q) (Q) (Q) 86398vl MODEL START METER Phone(s) & Pagers Hand-held radio(s) SERIAL NUMBER SERVICE TONER CARTS LEVEL INCLUDED FOR TERM Personal computer (as needed for Ricoh administrative requirements) Service Order-Page 4 MAINTKITS INCLUDED FOR TERM MAINTKITS INCLUDED FOR TERM Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes EXHmiT C TO SERVICE ORDER MASTER SERVICE AGREEMENT-CUSTOMER-PROVIDED EQUIPMENT Customer-Provided Equipment (Equipment owned or leased from a third-party which receives Services): MAKE MODEL START SERIAL METER NUMBER HP Laserjet n/a . JPACG5508X SERVICE LEVEL Gold TONER CARTS INCLUDED FOR TERM Yes MAINTKITS INCLUDED FOR TERM Yes Monitored Equipment (Equipment owned or leased from a third-party which is only covered by Fleet Management Services under a Managed Print Services Rider): MAKE MODEL 86398vl START METER SERIAL NUMBER Service Order-Page 5 Exhibit 4 RICOH imagine. change. ementation: Output Manager, Autostore Express & RightFax 86400vl RICOH imagine. change. TABLE OF CONTENTS PROPRIETARY & CONFIDENTIAL INFORMATION ............................................... ERROR! BOOKMARK NOT DEFINED. INTRODUCTION ···························································································~························································5 PROJECT OBJECTIVE .............................................................................................................................................. 5 PROJECT SCOPE .................................................................................................................................................... 5 SERVICES INCLUDED IN THE PROJECT SCOPE ••••••••••••••.••••• : •••••••••.••••••••••••••••••••••••••.••••••••.••••.•.•.•..•.•.•••••••••••••••••.•••••••.•.•••••••••• 5 SERVICES EXCLUDED FROM THE PROJECT SCOPE •••••••••••••••••••••••••••••••••••••••••..•••••••••.•.••.•.•••.•..•.••.•••••••••••••••••••••••••••••••••••••••••• 5 CUSTOMER LOCATION ••.••••••••••.••.•.•••.••...•.•.•..••...•.•.•.•.••••••••.•••..•...••••.••.•.••.•.•.••.•.••.••••.•••••••••••••••••••.••••••.••.••••••••..•.•••••••••• 6 SERVICES DETAIL/PROJECT SCOPE ........................................................................................................................ 7 1. PROJECT MANAGEMENT •.•..••.••••.•.•.••••.•••••••.•••••••••.•••••.•.••••••••••••.•.•••.•••.•••.•...•.•..•.•.•.•..•..••••••••••••••••.•••••••••••••••••••••••••••• 7 2. DISCOVERY •••••••.••••••••.•..•.••••.•..•.•••.••.••••..••.•.•••••••.•••••.•.••..•..••••....••.•••.•••.•••••.•••.••••••••••..•.•.•••••••.••.••••••••••••.••..••••••••••••• 7 3. DESIGN •.••••••.••••.•.•.••.•.•...•••.•...•.•••.•..•.•.•.•••••••••.•..•...••••••..••••...•.••••.•.•.•••••••.•.•.••.•.••••.•.•.•.•••.•.•...•••..•••.•..••••••••..•..•.•••..• 8 4. PLANNING •....••.•.•••.••.•....•.........•..••...•.•.•.•••.•..•••.••...•••.•......•••..••••••.•.•...•.....•.••••.•••.•.••.•.•.•..•.•.••••.•••..•....•..•...•.......•...•. 8 5. IMPLEMENTATION ••••••.•..•••....•..••••••••••.•••••.•••••••.••••••••••.•.•.••••••••••••••••••••••••••••••....•.••••••••.•..••••.•.••••••••.•.•.•.•.•••...•••.•...•.•• 9 6. SUPPORT SERVICES •••••••••••.•••..••••••.••.•••••.••••.••.•.•••••••••..•••••.••.•.••.••.••••••••••••.••••••.••••••••••••.••••.•.••.••.•••.•••.•••.•.•••••.•.•.••••• 12 CUSTOMER ROLES AND RESPONSIBILITIES .......................................................................................................... 13 CUSTOMER GENERAL RESPONSIBILITIES ••••.••.•••••••••••.•••••.••••••••...••••.•••••••••••••••••••..•....•.•...•..•••..•.••.•••••••••••••.•.••••••••••••.••••••• 14 CUSTOMER TECHNICAL RESPONSIBILITIES ••.••••••••••••••••••••.•••••.•••...•••.•••••••••••.•••...•..•.••••.•.•.•..•.•.••.•....•••.••••.•..•••.•.•.•.••••••••••.• 15 OTHER CUSTOMER RESPONSIBILITIES ••••.•..•••.•.••••.••.•.•.••.•.•.••••........•.••••.•.•••••...•.••••••••••.•••.•••••••.••.•.•.••.•••.•.•..•••••••.•••••..•••.• 16 COMPLETION CRITERIA ...................................................................................................................................... 17 CHANGE CONTROL ............................................................................................................................................. 17 PROJECT ASSUMPTIONS ..................................................................................................................................... 18 PROFESSIONAL SERVICES FEES •••••...•.•...••••.•.•••.••.•••••••.•••.•••••••..•.••••••.•.••••.•..••••••••.••••••.••••••••.•..•.•.•.•.•..•.•.••.••••••.•.••..••••...•. 19 PAYMENT SCHEDULE ••.••••..••.•.•.•.•••...•.••••••.•.••.•.••.•.•..•.•••.•.•.•.••••••..•.•..•.•.•.••••.••••.•.••.• ." ••••••••••••••.••• : •••.•••••••••••.•.•.••..••.••.... 19 BUDGET NOTES •....••.•.•.•••••..•.•.•.•.•.•••••..•••.•....•.••.•••.••.•.•.•.••..••..•.•.••..•••.••.•••.•...••••.•.•.•.•.••.•••.••••.•.•..•.••.•.•••.••••.•.••.•••.•..•.. 19 TERMS & CONDITIONS: ...................................................................................................................................... 20 APPENDIX A: MFPS INCLUDED IN THE PROJECT .................................................................................................. 25 APPENDIX B: SYSTEM DIAGRAM ......................................................................................................................... 26 APPENDIX C: NSI OUTPUT MANAGER SYSTEM REQUIREMENTS .......................................................................... 27 HARDWARE ...•••.•••.•.•.••.•.•.••.•..•..•••..••.•..•...•..•.•.•.•.•.•..••.•••••••••..••..•.••.•.•••.•.•.•••.•.•..•••.••••..•••••.•.•.•.•.••.•••••.•.•.•••...•••.•....•..• 27 SUPPORTED OPERATING SYSTEMS •••••.••••••.••••••.•.•••.•.•••••••••••••••••.•••.•••. : ••.•.•.•••.•...••••.•••.•.•.•..•.•.••.•.•.•••••••••••••..••.••.••..••••••.•• 27 .NET FRAMEWORK •••••.•...••••••••••••••..•...•.•...•.••••.•.•.•.••.•.•...•..•••••••..•.•••..•••..••••...•.•.•..•..••••••••••••••••••••.•..•.•.•...••.•••.••.•.•..••.• 27 DATABASE MANAGEMENT SYSTEMS .••.••.••.••••••••.•.•.•.•.•.•••••..••..•••...•.•.••.•••.•••.••••.••.••.•.•..••..•..••.•..•.•.•.••.•.•.••....•...•.•••.•....•... 27 APPENDIX D: NSI AUTOSTORE SERVER SYSTEM REQUIREMENTS ........................................................................ 28 HARDWARE .••.••••••.••••.•.•....•.•.•...•.•••.•....•.•.•.....••.•......•.•.•.••.....•..•.•.••...•....••..•....••.•..•.•••..•••.••.•...•••..•.••.•••.•.•.•.••....•.•.••... 28 SUPPORTED WINDOWS OPERATING SYSTEMS •.•••.••...•.•.•••..•...•...........•.•..•..••.••.•......••••..•••.•..•.•..•...•......•...•.••.•••.•..•......•.•.... 28 ADDITIONAL SOFTWARE ....••.•.•...•••.•.••••••.•.•...••.•••.••.•••••.•.•••.....•.•••.•.......•..••••..•....•.•..•.•.•..•.••••...•••••.••.•.••.••••.••......•.••...•.. 28 APPENDIX E: RIGHTFAX SERVER SYSTEM REQUIREMENTS .................................................................................. 29 HARDWARE .•..•.•..•...•..••.•.•...•.....•.•...•.........•.......•.•.•...•.•..••..•.•••.............•.•.•....•...••..••..•...••...•...............•..••...........•.••.... 29 SUPPORTED WINDOWS OPERATING SYSTEMS .•.••••....•.•..•...•...•......•.....•.•...................••.••...•..•...•••••.........•••.•.•.•..•......•.••.•.... 29 V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400v1 RICOH imagine. change. SUPPORTED DATABASE MANAGEMENT 5YSTEMS •••••..•.•......••••••.••....•.••..•.•••••••..•.••....••.•.•.•.••.•..••••••••.•.•.....•.••.•••.•.•.....•••.•••• 29. ADDITIONAL SOFTWARE .•.•.•.•..••..••••.•.•••.•••••••••.•••.•.••.•••••.•..•.•.•.••..•••••.•••.•••..•••••••••••••.•.•.••••.••.•.••••••.•..•..•.•••.•......•••••.•••••. 29 V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl RICOH imagine. change. © 2015 RICOH USA, INC. all rights reserved. Design Record Number: DR15667116 V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl RICOH imagine. change. Introduction Ricoh USA, Inc. ("Ricoh") has prepared the following Statement of Work ("SOW") to detail services for the Implementation of: NSi Output Manager, NSI Autostore Express, and OpenText RightFax project (the "Project") at City of Carlsbad ("Customer"). Ricoh has outlined the Project scope and costs for the Project. The service costs outlined in this document are based on Ricoh's experience and preliminary information received from Customer. The information in this SOW supersedes all previous estimates or verbal discussions on the Project. Project Objective The objective of this project to setup two separate systems that provide the following features for the customer (one for Police Department, and one for the rest of the city government departments). The customer has indicated that this separation is necessary to comply with data security regulations. • Granular print & copy transaction reporting. • Centrally managed, secure MFP scanning. • Secure pull printing • Electronic faxing Project Scope Services included in the project scope Upon receipt of authorization to proceed, the following functions and deliverables will be fulfilled within the scope of the project. See below under "Services Detail/Project Scope" for a complete description of these tasks. • Project Management • Discovery • Design • Planning • Implementation • Support Services Excluded from the Project Scope This Project does not cover the following functions or deliverables. • • • • Network sizing, capacity analysis, and performance considerations End user technical support Desktop software deployment Custom coding or programming V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl Customer Location The following Customer locations are included in the scope of this Project. City Hall Chambers City Chambers City Hall Complex City City Hall Bldg/Break RICOH imagine. change. Carlsbad Drive Carlsbad V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl RICOH imagine. change. Services Detail/Project Scope The following are the services and tasks that Ricoh will provide in fulfillment of the defined deliverables (the "Services") of this project described in this SOW. Ricoh shall provide the Services at the Customer location set forth herein or on a remote basis. Estimated delivery and/or service schedules contained in this SOW are non-binding estimates 1. Project Management Ricoh will provide a Project Manager to coordinate the delivery and integration of Ricoh components of the solution. The responsibility of the Project Manager will be as follows: Deliver and review SOW with Customer. • Develop the Ricoh project schedule and deliverable lists of Ricoh components. • Coordinate and manage the activities of the Ricoh project personnel. • Act as single point of contact for the Customer Project Manager to ensure that project requirements are met and for reporting and resolution of all project issues. • Assist the Customer Project Manager with administration of the project. • Apply knowledge, tools, and techniques to project activities to ensure that Customer needs and expectations are met. • Coordinate meetings, discussions, and delivery of needed materials between Customer and Ricoh. • Manage the day-to-day activities of the Ricoh project team. • Coordinate the assessment and delivery of Ricoh change control items. • Escalate issues to the Customer Project Manager for resolution. Deliverables: Present and review the SOW with Customer resources. Present the Project Plan during the Planning Phase. Checkpoints: The Customer Project Manager will review and sign off on the Project Plan/Timeline. The Customer Project Manager will review the project documentation with the Ricoh Project Manager at regular intervals. 2. Discovery If they have not already done so, Ricoh's project team may request preliminary surveys from Customer end users, IT personnel, and/or management, to gather preliminary business and technical requirements. While much of this information may have been shared during presales discussions, it is important for Customer to provide, in writing, the needs, goals, and benchmarks requested in these surveys. This will ensure that all requirements and expectations are. accurately communicated from project launch to completion. It will also assist Ricoh in ensuring the Discovery is properly planned and executed. We will identify: • Business system requirements • User requirements and. security policies V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl RICOH imagine. change. • Network infrastructure configurations Completion of these informational surveys is primarily the responsibility of Customer and should be returned in a timely manner as agreed by Customer and Ricoh. A delay in receiving this information could delay subsequent phases of this project. Any information from these surveys which suggests requirements outside the Project Scope in this SOW shall be addressed through the change control procedures defined in this document. Deliverable: Ricoh will present a Discovery Summary, which will summarize Discovery findings, current technical environment, and business requirements. Ricoh will present Change Orders (if applicable) to address any changes in scope requested by Customer as a result of discussions during the Discovery. Checkpoint: Ricoh will present discovery findings during an on-site or remote session meeting (WebEx). Customer will approve change orders, if applicable. 3. Design Once the Discovery Phase is complete, Ricoh and Customer project team members will jointly gather, develop, and finalize the technical requirements for the solution. These requirements will be translated into Design documents. Ricoh will also provide Change Orders for the addition of any previously unforeseen requirements and customizations not included when estimates provided prior to the completion of the Design phase were prepared. Topics for Design Phase: • Review and analyze the workflow, logistic, environmental, and technical requirements for this project. • Validate the preliminary requirements and configurations defined in this SOW. • Define any previously ambiguous or newly discovered requirements. • Transcribe requirements into concise Design documents. • Develop a preliminary, high-level implementation timeline (detailed schedule and Project Plan to be developed as part of Planning Phase). The Design documents will include the following: Deliverables: System configurations Change Orders (if applicable, if final estimates are different than the estimates originally provided as part of this SOW) Checkpoint: Customer will sign off on the Design documents and approve commencing the Planning Phase of the project. 4. Planning Once the Design document(s) has been approved, the Ricoh Project Manager will work with the Customer Project Manager and both project teams to create the Project Implementation Plan. The V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl RICOH imagine. change. Ricoh Project Manager will work with the Customer Project Manager and both project teams to review the Project Implementation Plan/Timeline to address any schedule and resource constraints prior to proceeding with the Implementation Phase. During the Planning Phase, the necessary hardware and software components, according to the specifications in the Design documents, will be ordered. Deliverables: Ricoh will deliver Project Implementation Plan. Checkpoint: The Customer Project Manager will review and sign off on the Project Implementation Plan. 5. Implementation Once the planning phase is complete, implementation will begin. In this phase, Ricoh will install, configure, and test the solution as defined in the Design Documents. The following are the services and tasks which Ricoh will deliver within the scope of this project. The deliverables are listed by product. Output Manager Installation & Configuration • Ricoh will install Output Manager on two (2) servers provided by the customer. The servers must meet the minimum specs provided in Appendix C . • Configure the following: o Active Directory User Authentication o Secure Pull Print o Convert or configure printer ports to use the NSi port monitor Autostore Express Installation & Configuration • Install Autostore Express on two (2) customer provided server meeting the system requirements in Appendix D. • Scan to SMTP Email with LDAP address lookup. • Scan to Home Folder (using value from AD). • Scan to Network Folder (up to 5 static locations). • Scan to RightFax. Unified MFP Client Installation & Configuration • Install Unified ESA client on one-hundred and thirteen (113) supported Ricoh MFPs. • Configure single sign on between Output Manager and Autostore Express. • Connect Unified Client to Output Manager and Autostore Express Servers. RightFax Installation Ricoh will install, configure, and test to separate RightFax systems on two (2) servers provided by the Customer. The installation on each serverwill include the following: V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl RICOH imagine. change. • Install Open Text RightFax 10.6 on servers meeting the requirements specified in Appendix E. • Install Open Text Fax Gateway 2100 • Configure for T.38 (SIP), to Open Text specifications. • Install RightFax Enterprise Fax Manager, FaxUtil and the Administrator Utilities on the RightFax servers, and on two (2) additional management PCs/servers, if required. • Configure one (1) SMTP Gateway on each server, for delivering notification e-mails (requires customer-provided SMTP server, with compatible authentication protocol). • Configure RightFax Web Access, Web Client and Web Enterprise Fax Manager • Configure Active Directory synchronization. Manually create up to five (5) user accounts, if required. • Create one custom cover sheet per server, using a template provided by the customer, or the default RightFax cover sheet template. Deliverables: Ricoh will install, configure, and test all components according to the specifications in the Design documents. Checkpoint: Ricoh will provide preliminary system testing and demonstrate compliance with requirements from the Design documents. Demonstration of tested system components and Customer approval to begin training and User Acceptance Testing. Once installation, configuration, and testing are complete, Customer will conduct the User Acceptance Testing (UAT) as discussed in the section below. If any training is required prior to the start of User Acceptance Testing, it will be identified in the Planning Phase and noted on the Project Plan. Training and Documentation In this phase, Ricoh will provide the following materials and training for Customer. This training will be provided to the users that will be participating in the UAT Phase to enable the Customer resources to complete the UAT. These individuals will be the users that will conduct the "Train the Trainer'' sessions for all remaining users. • End User Training ("Train the Trainer'') o Ricoh will deliver up to four (4) hours of end user training per location listed, to cover MFPs with NSi Unified Client (OM/Autostore) and the RightFax FaxUtil and WebUtil clients. o Included in above training, Ricoh will provide training for basic hardware issue remediation (I.e., loading paper, replacing toner cartridges, clearing paper jams, etc.) o This "Train the Trainer" training will include the basic operational procedures for using Unified Client, and RightFax and is designed for power users who can then assist other use-rs. • Administrator Training V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl tlr:b v RICOH imagine. change. o Ricoh will provide up to four hours of administrator training. The training will cover common administrative interfaces and utilities included with the products in this project: Output Manager, Autostore and RightFax. o This "administrative overview" training is intended to give the customer's administrators a basic understanding of the administrative features of the products. It is not intended to replace formal certification or other technical training. All training referenced in this section must be completed prior to UAT being completed. After UAT is complete, additional training or refresher sessions may be conducted on an as-needed basis for an additional cost to fees included in this Statement of Work at Ricoh's standard hourly rates. Deliverables: Ricoh will conduct "Train the Trainer" sessions for end user use of NSi Unified Client and RightFax. Checkpoint: Ricoh will conduct "Administrator Training" for NSi Output Manager, Autostore and Right Fax. Ricoh will provide to the customer documentation of our specific functionality and usage instructions, which will be used for customer "Train the Trainer" training. Delivery of the end-user training materials and training sessions, and delivery of system and administrative documentation and training to technical administrators. User Acceptance Testing The primary purpose of User Acceptance Testing (UAT) is for Customer to test the entire solution from a functional standpoint in order to verify that all the features documented are working as specified in the Design documents. User Acceptance Testing is the primary responsibility of Customer. To achieve this, Customer will test the solution in a real-life environment either in or parallel to the current production environment for a period of five (S) business days. The UAT time period will begin directly after the Training and Documentation phase has completed. Customer is responsible for creating the UAT plan. Ricoh will provide support to Customer during the UAT period. UAT support for any new functionality or desired enhancements outside of the Design documents will be handled with the established change control procedure. Testing should include: • Access MFP using card authentication, and release secure print jobs. • Scan document to each Autostore Express destination. • Send and receive RightFax faxes from the desktop, and Autostore • Run reports on volume usage. All issues should first be reported to Customer's internal contact for analysis or escalation to the Ricoh Project Manager via the UAT .Issue Log, ·which will be provided prior to the start of the UAT period. Ricoh will respond to all requests either onsite or offsite, as appropriate, to resolve any issues. After the period of five (5) days, Ricoh will request signoff of the project. Ricoh will assist UAT as follows: V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl • Support the administrator through the UAT process. • Participate in test review meetings. • Respond to the issues as reported on the UAT Issue Log. • Evaluate incidents and assist in resolving any issues. • Reconfigure and test any required system changes. • Coordinate release of configuration changes into the test environment with the UAT team leader. RICOH imagine. change. • Communicate any special user requests, system change requests, and scope change requests to the Ricoh Project Manager. Deliverable: A working system, per the SOW, Design documents, and any subsequent Change Orders. Checkpoint: Customer sign off on completion of User Acceptance Testing. 6. Support Services Provided that Customer has current support coverage in place with the applicable third party software manufacturer ("Software Manufacturer") and paid the applicable maintenance fees, Ricoh shall provide Customer with the following technical support for the following software: Nuance Output Manager, Nuance Autostore Express, OpenText RightFax ("Software"). Customer will place a call to the Ricoh Customer Support Desk ("CSD") at 1-888-424-1573 or 1-800-706-4566 any time from 8 am to 8 pm EST, Monday through Friday. There is no limit on the number of times Customer can call, and no other "per- call" or "per-minute" charges. At Ricoh's prevailing overtime rate support will be provided outside of the above specified hours, including the following days: New year's Day, Memorial Day, 4th of July, labor Day, Thanksgiving, Day After Thanksgiving, and Christmas Day. The Ricoh CSD will log the call and attempt to provide Level 1 Support (described below) over the phone. If onsite assistance is required, then the Ricoh CSD will contact the local Ricoh Area team and notify them of the request. The local Ricoh Area team will contact Customer and dispatch an Analyst if applicable. level 1 Support: means services to resolve application and integration problems, e.g., assisting Customer staff with questions from users, operators and administrators. Specifically, Ricoh will use commercially reasonable efforts to identify and isolate the cause of Customer's request for support and attempt to resolve problems related to the Software prior to requesting Level 2 Support. level 2 Support: means that Ricoh will engage the Software Manufacturer to diagnose, analyze and troubleshoot and any reported problem with or relating to the Software. level 3 Support: means that Ricoh will engage the1 Software Manufacturer to examine and test the Software to determine if the Software is functioning and performing as designed. Ricoh shall have no obligation to support: (i) Software modified without Ricoh's and/or the Software Manufacturer's consent, (ii) use of the Software other than in accordance with the end user license agreement between Customer and the Software Manufacturer or the Software's documentation, or (iii) Software installed on any computer hardware or used with any software not specified in the Software documentation or otherwise authorized by Ricoh and/or the Software Manufacturer in writing. V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl RICOH imagine. change. Software Maintenance Coverage • New Version Updates and Upgrades to Software, per the manufacturer's maintenance and support policy. • Patches to Software Software updates, upgrades and patches are only covered/available if Customer is current on their support. The software maintenance coverage described above will be renewed annually. Customer will be billed separately for annual maintenance costs associated with the third party s<;>ftware. Not Covered by Annual Software Maintenance • On-Site installation of Updates, Upgrades or Patches • On-Site Service or Support • Support delivered by the Ricoh Enterprise Services Delivery teams (local support) On-going onsite support beyond the Support Services defined above will require a Ricoh Block ofTime SOW at an additional cost to Customer. Customer Roles and Responsibilities Any successful project is a cooperative effort. With that in mind, the following section provides information on the roles and responsibilities expected of the Customer project team. Please note that a single individual may execute the roles and responsibilities listed below. Each role does not necessarily mean that a separate Customer resource is required. Project Manager Customer will provide a designated Project Manager who will: • Assist with the development of the overall Project Plan/Time line and/or implementation schedule. • Escalate issues to senior management for resolution. • Conduct project meetings; and prepare meeting minutes and status reports as necessary. • Assist with the change control procedure for those tasks that are outside the scope of the services defined in this SOW and the Design documents, including obtaining authorized signatures for Change Orders. • Obtain the required authorized signoffs at the completion of the RICOH deliverables. End User Representative Customer will designate an End User Representatives who will: • Possess a solid understanding of the business processes as well as the overall project objectives. • Be available throughout the Discovery, Design, and Implementation Phases of the project. • Be available to answer questions or provide input during the project. System Administrator Customer will designate a System Administrator who will: • Be the focal point for the day-to-day administration of the application. V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl RICOH imagine. change. • Work with the RICOH project team during the System Integration Test as necessary. • Be available for training as specified in the Project Plan. • Be available to provide application support as necessary. Technical Support Customer will designate a Technical Support person who will: • Provide RICOH with system access and participate in the software installation. • Provide RICOH with systems I network access and participate in the PC workstation software configuration, if necessary. • Execute appropriate backups of the development, test, and production environments. • Ensure appropriate virus protection is enabled throughout the project. • Provide ongoing technical support for the various software components. • Be available for training as specified in the project plan. Facility availability Customer will also arrange the following: • Provide a workspace for the RICOH project team with a telephone and the appropriate system access for installation, setup, and testing. • Make available a meeting room with projector and white board (or flip chart) for the training sessions, if necessary. • Order the necessary supplies as required during the project. Customer General Responsibilities If the project is to be successful, RICOH makes the following assumptions. as general Customer obligations: • Customer will provide a single point of contact for project coordination with RICOH. • Customer signoff of each phase and milestone as requested before commencement of another phase or milestone. • Customer will provide security clearance and access to facilities, as required. This includes badges, passwords, access cards, and parking privileges. • Customer will provide any necessary passwords for network, domain, Internet, and server access to our technical resources. • Customer will ensure the network is in proper working order in a stable environment. • Customer will have all infrastructure components (switches, hubs, routers, etc.) installed and functioning prior to workstation installation. • Customer will ensure all of the existing workstations are in proper working order in a stable environment. • Customer will ensure any additional cable points required are in place and functioning as per manufacturer specifications. • Customer will ensure purchase orders are issued in a timely manner, to ensure that hardware and software (if required) will be obtained before the commencement of any phase. V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl RICOH imagine. change. • Customer understands any hardware or software not available may delay the timetable for the project. • Customer will inform RICOH if there is an equipment delay. • Customer understands no configuration outside of the requirements for the product being installed will be performed. • Customer will ensure hardware and software provided to RICOH that was not purchased from RICOH is free from defects and is in working order. • Customer understands if hardware is defective, there may be a time delay while the equipment is replaced. • Customer will provide the necessary power and access to power sources for all equipment during the installation. • Customer will be responsible for configuration of all remote end user's personal computers outside of the designated home locations. • Customer has performed a complete and verified backup prior to the start of any phase of the project. • Customer will ensure accuracy of data/information supplied to RICO H. • Customer understands that RICOH relies on immediate clarification and resolution regarding the integrity of data/information supplied to RICOH. • Customer will manage the demands of other business endeavors at the implementation site(s). • Customer will provide a list of key resources for areas affected by the project to the RICOH Project Manager prior to the project kickoff, including: Name, Title, Responsibility, Phone, and E- mail wherever possible. • Customer will provide any and all training not listed in this SOW to the end users. Customer may request that RICOH assist with the completion of any of the above-mentioned responsibilities; however, the Professional Services hours necessary to complete such tasks have not been accounted for within this SOW. Customer Technical Responsibilities If the project is to be successful, Customer must make the following technical commitments: • Customer will provide Customer workstations meeting or exceeding the currently published requirements on the manufacturer's website. • Customer will provide UTP patch cords for all newly installed equipment. • Customer will input all appropriate fields into their AD for synching. • Customer will ensure the Email Gateway is properly configured and operational. • Customer understands for GAL/LDAP/MAPI access, all search base information must be provided. • Customer will provide reserved IP address~s, whether static or using DHCP, for network devices installed as part of the solution. V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl RICOH imagine. change. Customer may request that RICOH assist with the completion of any of the above-mentioned tasks; however, the Professional Services hours necessary to complete such tasks have not been accounted for within this SOW. Other Customer Responsibilities The successful completion of the Services depends on the full cooperation and participation of Customer. RICOH's performance, and all timelines and Fees are dependent upon the availability, completeness and accuracy of necessary information and data; the availability of key personnel, and upon Customer's timely and effective performance of its responsibilities hereunder. Delays, inaccuracies or omission in the performance of these responsibilities may result in additional charges and/or delay of the completion of the Project, and may incur additional charges pursuant to the change order provisions hereof. Customer shall be responsible for and agrees to: • Provide RICOH with access to, and agree that RICOH may rely upon the accuracy, timeliness and completion of, all necessary internal Customer data, including but not limited to reports, current analysis documents and other information Customer supplies as needed to define technical requirements (if applicable). • At no charge to RICOH, provide RICOH with such access to its facilities, networks, software and systems as may be reasonably necessary for RICOH to perform the Services. Where RICOH requires on-line or remote access to Customer's systems in order to provide the Services, Customer shall provide appropriate communication software and/or establish dedicated connections with RICOH. Customer agrees that if access to Customer's systems requires a separate agreement, such agreement is subject to the limits of liability ofthis SOW. • Assign a dedicated internal project manager with full decision making authority, and to coordinate and make reasonably available its technical personnel, managers and other employees necessary to facilitate RICOH's performance of the Services. • Fully cooperate and ensure that all"responsibilities", "requirements" or "assumptions" set forth in the SOW have been satisfied. • Define its own business objectives and requirements relevant to the Services. • Timely meet any deadlines for actions or decisions, including the review and acceptance all deliverables. • Provide all training for its users with respect to the Services except as specifically provided by RICOH herein. • If this SOW is dependent upon the availability of certain hardware, software, data or documentation, Customer agrees to cause those it~ms to be available, installed, configured and operational in advance of commencement of the Services. • Obtain aii"Required Consents" that are necessary for RICOH's performance of the Services. A "Required Consent" means any consent, license, permit or approval required to give RICOH the right or license to access, use and/or modify the hardware, software, firmware and other products owned or used by Customer, without infringing the ownership or license rights (including patent and copyright) of the third party providers or owners of such products. • Not use the Services for any unlawful purpose. Without limiting the foregoing., Customer shall not use the Services to (i) invade another person's privacy; post, transmit or disseminate V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl RICOH imagine. change. material that is obscene, profane, pornographic, abusive, defamatory or otherwise offensive or objectionable, (ii) achieve unauthorizeq access to any computer systems, software, data, or any confidential or proprietary material of any other person, without the knowledge and consent of such person, (iii) upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material that is protected by copyright, or other proprietary right, without obtaining permission ofthe copyright owner or right holder, or (iv) restrict, inhibit or otherwise interfere with the ability of any other person to use or enjoy the use of any Service or the Internet, including, without limitation, posting or transmitting any information or software that contains a virus or other harmful or debilitating feature. • Be solely responsible for the selection of the Services and de live rabies that meet its needs. Customer is solely responsible for the results obtained from the use of the Services and deliverables, including Customer's decision to implement any recommendation concerning Customer's business practices and operations. RICOH is not responsible for performing Customer's regulatory or management obli~ations; is not responsible for determining the requirements of laws applicable to Customer's business, including those relating to Services that Customer acquires under this SOW; and is not responsible for determining that RICOH's provision of particular Services meets the requirements of such laws. • Be solely responsible for (i) the selection and implementation of procedures and controls regarding access, security, virus protection, encryption, use and transmission of data, (ii) any data and databases entailed in the Services or any deliverable, and (iii) backup and recovery of any database and any stored data to prevent data loss due to any cause. Completion Criteria When the Services detailed in this SOW have been completed and demonstrated, the Project will be considered complete and Ricoh will request Customer signoff. Customer agrees to sign the Solutions Delivery and Acceptance document in a timely manner. Notwithstanding the foregoing, Ricoh will have fulfilled its obligations under this SOW when any one of the following first occurs: • Ricoh completes the Services described in this SOW. • This SOW is terminated in accordance with Section 2 of the Terms and Conditions. In this case, Ricoh will invoice Customer for actual hours worked and expenses incurred up to the date of termination. Hardware and software purchases are governed by their own separate agreements and are not included in this definition. Change Control Changes to the scope of the Services shall be made only in a written Change Order signed by both parties. Ricoh shall have no obligation to commence work in connection with any change until the fee and/or schedule impact of the change and all other applicable terms are agreed upon by both parties in writing. The following list provides a detailed process to follow if changes to components within -the scope ofthis SOW are required. V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl RICOH imagine. change. • A Change Order (CO) will be the vehicle for communicating change. The CO must describe the change, the reason for the change, and the effect the change will have on the Project. • The designated Project Manager of the requesting party will review the proposed change and determine whether to submit the request to the other party. • Both Project Managers will review the proposed change and approve it for further investigation. Ricoh will specify if there will be any charges for such investigation, which may be incorporated into the CO. The investigation will determine the effect that the implementation of the CO charge will have on price, schedule, and other terms and conditions of this SOW. • A written Change Order must be signed by both parties to authorize the implementation of the changes. Project Assumptions To execute the Project successfully, several key assumptions have been made. Any change in these assumptions may result in a change in scope, which will be addressed through the Change Control process, and may result in additional charges and/or delay of the completion of the Project. • All Services will be performed at Customer's site or offsite by Ricoh's technical resources, as agreed by Ricoh and Customer. • All discussions of Project duration are dependent upon a timely reception of requisite POs and other Customer-generated paperwork necessary to launch the Project or move forward to the next phase. • Ricoh will not be able to start work until after this SOW has been signed and a Purchase Order received. Resources can only be allocated and scheduled once a copy of the signed SOW is received by Ricoh. • While scheduling changes do not generally result in a billable change of scope, they could affect the availability of resources for both Ricoh and Customer and delay the completion of the Project. • Services provided by Ricoh or its subcontractors during implementation may be provided outside of normal business hours, to be identified during implementation planning. • Ricoh has included Services for documentation based on Ricoh's standard RMF methodology. Ricoh has based the documentation Services on the use of Ricoh templates and standard content typically delivered by Ricoh in this type of project. V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl RICOH imagine. change. Professional Services Fees This is a Fixed Fee engagement. In consideration of the Services, Customer shall pay Ricoh the fees in the amounts and at the rates set forth as follows: The total Fees for this Project shall be $64,914.00("Fees") not including hardware, software, sales tax, or hardware/software technical support. Customer acknowledges and agrees that the Fees for the Services to be provided by Ricoh under this SOW have been established by Ricoh and included in the lease payment set forth in the Lease Agreement between Customer and Ricoh Financial Services or another third party lessor, as applicable. The purchase or lease of any hardware or software is independent from this SOW and therefore not contingent on Customer's acceptance of the Services performed. Any changes to this SOW will require a Change Order executed and agreed upon by both parties. Ricoh cannot perform work outside of the scope of this SOW without an authorized Change Order signed by Customer. Payment Schedule This SOW is provided as part of a lease package. The Fees are included in the lease payment. Customer shall pay all amounts payable to Ricoh hereunder within thirty (30) days of the date of the invoice submitted by Ricoh. If Ricoh undertakes collection or enforcement efforts, Customer shall be liable for all costs thereof, including, without limitation, reasonable attorneys' fees and late charges. Ricoh may suspend or terminate Services for non-payment. Customer shall be responsible for payment of any applicable taxes arising in connection with the transactions contemplated hereby (other than with respect to the income of Rico h). Budget Notes • All costs are exclusive of applicable taxes. • This cost is valid for a period of thirty (30) days from the cover date; after this date it may be revised. V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl RICOH imagine. change. Terms & Conditions: The performance of the Services described in this SOW by Ricoh for Customer is subject to and shall be governed solely by the following terms and conditions: 1. On-Site Security; Insurance. While on Customer's premises, Ricoh will comply with Customer's reasonable workplace safety and physical security processes and procedures provided by Customer in writing prior to performance of the Services. Each party certifies that it maintains reasonable amounts of general liability, auto and personal property insurance, and workers' compensation insurance in the amount required by law, and that such insurance will remain in effect during the term of this SOW. Upon request, each party agrees to deliver the other evidence of such insurance coverage. 2. Term; Termination. Upon signature by both parties, this SOW shall become effective on the Effective Date and shall continue in effect for the shorter of the period necessary to complete the Services or one year, unless terminated earlier as specified in this Section (the ''Term"). Either party shall have the right to terminate this SOW for cause in the event of a material breach by the other party, unless such breach is cured within thirty (30) days of receipt of written notice of such breach. Either party may terminate this SOW immediately for cause upon the commencement of any voluntary or involuntary bankruptcy or insolvency proceeding by or against either party. Ricoh may cancel this SOW, for convenience without cause, upon sixty (60) days prior written notice to Customer. In addition to its other legal remedies, Ricoh may suspend the performance of the Services, stop delivery of products and/or terminate this SOW for any non-payment on Customer's accounts that continues for more than ten (10) days following the due date. In the event a SOW is terminated by Customer without cause or terminated by Ricoh for cause, Customer agrees to pay Ricoh the Fees, materials and reimbursable expenses for all non-defective Services that Ricoh provides through the date of termination. In the event a SOW is cancelled by Ricoh without cause or terminated by Customer for cause, with respect to Services for which Customer has prepaid and which Ricoh has not yet fully provided to Customer, Ricoh will provide Customer with a prorated refund. The obligations of the parties under this SOW that by their nature would continue beyond expiration, termination or cancellation of this SOW shall survive any such expiration, termination or cancellation. 3. Limited Warranty for Services; Limitation of Liability. Ricoh warrants that it will perform the Services (i) in a good and workmanlike fashion, (ii) using reasonable care and skill, and (iii) according to the description contained in this SOW. Customer must report any defects in the Services in writing within ninety (90) days of performance of such Services in order to receive warranty remedies. Ricoh's entire liability, and Customer's exclusive remedy for any breach of this limited warranty shall be Ricoh's reasonable effort to perform corrective work or, if the Services still cannot be completed after commercially reasonable efforts to do so, a refund to Customer of a prorated amount of the Fees and charges attributable to the defective Services, as determine in Ricoh's reasonable discretion. Except as provided above, THE SERVICES, WORK AND DELIVERABLE$ ARE PROVIDED "AS IS." EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, RICOH DISCLAIMS ALL WARRANTiES EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF UTILITY, MERCHANTABILITY, FITNESS FOR A V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl RICOH imagine. change. PARTICULAR· PURPOSE, OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. FURTHERMORE,.RICOH DOES NOT WARRANT THAT ALL DEFECTS WILL BE CORRECTED, OR THAT ANY SERVICES, PRODUCTS OR PROGRAMS SUPPLIED, INSTALLED OR CONFIGURED BY US WILL OPERATE ON AN UNINTERRUPTED OR ERROR FREE BASIS, OR SHALL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SYSTEM. IN NO EVENT SHALL RICOH BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THE SERVICES, THIS SOW OR THE PERFORMANCE OR BREACH HEREOF, EVEN IF RICOH HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. RICOH'S LIABILITY TO CUSTOMER HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE FEES PAID TO RICOH HEREUNDER BY CUSTOMER. IN NO EVENT SHALL RICOH BE LIABLE TO CUSTOMER FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF ANY SOFTWARE, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR DELAY OF DELIVERY OF SERVICES UNDER THIS SOW. RICOH ASSUMES NO OBLIGATION TO PROVIDE OR INSTALL ANY ANTI-VIRUS OR SIMILAR SOFTWARE, AND THE SCOPE OF SERVICES CONTEMPLATED HEREBY DOES NOT INCLUDE ANY SUCH SERVICES. 4. IP Matters; Software Licenses; Export Compliance. a. Ownership of IP Rights. Neither party shall acquire any right, title or interest in or to the other party's intellectual property ("IP") rights including their copyrights, patents, trade secrets, trademarks, service marks, trade names or product names. Subject to payment of all relevant Fees and charges, RICOH hereby grants Customer a w?rldwide, perpetual, nonexclusive, non- transferable, royalty-free (other than payments identified in this SOW or other transaction documents) license for its internal business purposes only to use, execute, display, perform and distribute (within Customer's organization only) anything developed by RICOH for Customer in connection with the Services ("Contract Property"). RICOH shall retain all ownership rights to the Contract Property. For purposes of clarity this SOW and the foregoing license relates to the professional services only, and software programs shall not be deemed to be deliverables or "Services". All licensing for RICOH or third party software shall be as provided in subsection (b), below. b. Software Licenses. All RICOH and/or third party software provided by RICOH as part of or in connection with the Services is licensed, not sold, and is subject to both the server, seat, quantity or other usage restrictions set forth the relevant transaction documentation, and to the terms of the respective End User License Agreements, with which Customer agrees to comply. If such software is manufactured by a party other than RICOH, then Customer acknowledges that RICOH is not the manufacturer or copyright owner of such third party software and that RICOH makes no representations and provides no warranties with respect thereto. RICOH shall make available to Customer any warranties made to RICOH by the manufacturer of the software and/or products utilized by RICOH in connection with the Services hereunder, to the extent transferable and without recourse. c. Export Compliance. Customer shall indemnify, defend and hold harmless RICOH and its representatives and affiliates from and against any fine, penalty, claim, suit, demand, liability, cause of action, damage or cost (including reasonable attorneys' fees) for any actual or alleged violation of V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl RICOH imagine. change. any law or regulation relating to export and re-export control (collectively, "Export Laws") arising from Customer's use of the Services and/or any software or web-based solution provided or contemplated under this SOW. Notwithstanding any other provision of this Agreement, Customer shall at all times remain solely responsible for complying with all applicable Export Laws and for obtaining any applicable authorization o_r license under the Export Laws. Customer acknowledges and agrees that RICOH may from time to time, in its sole discretion, engage non-U.S. subcontractors to perform any portion of the Services on RICOH's behalf. Customer represents and warrants to RICOH that it, its employees and agents shall not provide RICOH with or otherwise use in connection with the Services any document, technology, software or item for which any authorization or license is required under any Export Law. Without intending to create any limitation relating to the survival of any other provisions of this SOW, RICOH and Customer agree that the terms of this paragraph shall survive the expiration or earlier termination of this SOW. 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. 5. Confidentiality and Non-Solicitation. a. Confidentiality. Except for purposes of this SOW, Ricoh shall not use or disclose any proprietary or confidential Customer data derived from the Services hereunder; provided, however, that Ricoh may use general statistics relating to the Service engagement so long as it does not disclose the identity of Customer or make any reference to any information from which the identity of Customer may be reasonably ascertained. Notwithstanding the foregoing, the parties acknowledge and agree that Ricoh shall have no obligation to remove, delete, preserve, maintain or otherwise safeguard any information, images or content retained by, in or on any item of equipment serviced by Ricoh, whether through a digital storage device, hard drive or similar electronic medium ("Data Management Services"). If desired, Customer may engage Ricoh to perform such Data Management Services at its then-current rates. Notwithstanding anything in this SOW to the contrary, in the event that Customer engages Ricoh to perform any Data Management Services that relate to the security or accessibility of information stored in or recoverable from any devices provided or serviced by Ricoh, including but not limited to any hard drive removal, cleansing or formatting services of any kind, Customer expressly acknowledges and agrees that (i) it is aware of the security alternatives available to it, (ii) it has assessed such alternatives and exercised its own independent judgment in selecting the Data Management Services and determined that such Data Management Services are appropriate for its needs and compliance, (iii) Ricoh does not provide legal advice with respect to information security or represent or warrant that its Data Management Services or products are appropriate for Customer's needs or that such Data Management Services will guarantee or ensure compliance with any law, regulation, policy, obligation or requirement that may apply to or affect Customer's business, information retention strategies and standards, or information security requirements. Additionally, Customer expressly acknowledges and agrees that, (a) Customer is responsible for ensuring its own compliance with legal requirements pertaining to data retention and protection, (b) it is the Customer's sole responsibility to obtain advice of competent legal counsel as to the identification and interpretation of any relevant laws and regulatory requirements that may affect the Customer's business or data retention, and any actions required to comply with such laws, and (c) the selection, use and design of any Data Management V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl RICOH imagine. change. Services, and any and all decisions arising with respect to the deletion or storage of any data, as well as any Ieiss, or presence, of data resulting therefrom, shall be the sole responsibility of Customer, and Customer shall indemnify and hold harmless Ricoh and its subsidiaries, directors, officers, employees and agents from and against any and all costs, expenses, liabilities, claims, damages, losses, judgments or fees (including reasonable attorneys' fees) arising therefrom or related thereto. b. Non-Solicitation. Customer agrees that during the term of the Services and for a period of one (1) year after termination thereof, 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. 6. General. This SOW represents the entire agreement between the parties relating to the subject matter hereof and supersedes all prior understandings, writings, proposals, representations or communications, oral or written, of either party. Only a Change Order in writing executed by authorized representatives of both parties may amend this SOW. Any purchase order, service order or other Customer ordering document will not modify or affect this SOW, nor have any other legal effect. All equipment is purchased or leased by Customer pursuant to a separate agreement and are separate and independent obligations of Customer governed solely by the terms set forth in such separate agreement. This SOW may not be transferred or assigned by Customer without the prior written consent of Ricoh. This SOW shall be interpreted in accordance with the substantive laws of the State of California, without regard to principles of conflicts of law. The relationship of the parties is that of independent contractors. Ricoh shall not be responsible for and shall be excused from performance, or have reasonable additional periods of time to perform its obligations, where it is delayed or prevented from performing any of its obligations for reasons beyond Ricoh's reasonable control, including, without limitation, acts of God, natural disasters, labor disputes, strikes or unavailability of services, personnel or materials. The parties hereby acknowledge that this SOW may be executed by electronic means through the affixation of a digital signature, or through other such similar electronic means, and any such electronic signature by either party constitutes a signature, acceptance, and agreement as if such had been actually signed in writing by the applicable party. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl RICOH imagine. change. This SOW shall be effective as of the date of execution by both Ricoh and Customer. Scheduling of resources and Project duration estimates can only be provided after this SOW has been signed by both parties. By signing below, the undersigned represent that they are duly authorized to enter into this SOW on behalf of their respective entities. Prelimina~y Re 1ew Signature -Approval (Branch Management-SrMoD) Name and Title i~'latt Hall Mayor Jul/ 2G,2015 Name and Title Date Autfiorized Signature (MI, SrMoD, MVP or Higher) PLEASE PRINT THE NAME AND TITLE OF THE SIGNER IN THE AP.PROPRlATE SlGNATURE BLOCK. V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl RICOH imagine. change. Appendix A: MFPs included in the project The following Ricoh MFP models are included in this project. They have been confirmed by the manufacturer to be compatible with Output Manager and Autostore Express. Quantity UNIT 27 MPC2503 1 MPC300SR 14 MPC4503 3 MPC5503 5 MPC6003 3 MPC6502 9 MPC8002 1 SPC830DN 1 SPC252SF 39 MP401SPF 9 MPC305SPF 2 SP204SN 114 12 Models V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl RICOH imagine. change. Appendix 8: System Diagram This is a high level infrastructure diagram of the software solutions. Each of the two, distinct systems will have the depicted servers. City of Carlsbad Integrated System Overview WindOW$ Client PCs P!intJobs-> . -Secure Queue or-· Direct Queue -·-Sca,.,ed doa.JmeniS · -. RightFax Syslem _. E-mail Server Existing Print Servers with OM port monitor Windows Server NSi Autostore Server Windows Server l Sccmr{oo documon!S I I File Server Release Print Job'.- / Scanned ~menls Ricoh MFP Fleet with NSi unified client software I I I User Authen'Xation I I I NSi Output Manager Database Manager / / / Windows Server Use< I MFP Authenlicalion ' I r Domain Controller Tony Bartoo Mva.-.;ed Workflow Specials! En!erprise Services Di>II""'Y 6-1&-2015 RICOH imagine. change. V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl Appendix C: NSi Output Manager System Requirements Hardware • 3.0 GHz or equivalent multiple core processor • 4GB or greater is recommended • 500GB hard drive • Network Interface Card Supported Operating systems • Windows 2012 (64-bit) • Windows 8 (32\64-bit) • Windows 7 (32\64-bit) SPl • Windows 2008 R2 SPll • Windows 2008 (32\64-bit)2 • Windows 2003 R2 (32\64-bit)2 • Windows 2003 (32-bit)2 • Virtual Servers running VMware are supported (vMotion is supported but with licensing restrictions) .NET Framework • Microsoft .NET Framework version 4.0 Database Management Systems • SQL Server 2005 • SQL Server 2008 V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl RICOH imagine. change. RICOH imagine. change. Appendix D: NSi Autostore Server System Requirements Hardware • 2 GHz Processor • 4GB or greater is recommended • Minimum of 10GB of hard disk space • Network Interface Card Supported Windows operating systems • Windows 7 (32\64 bit) Professional • Windows 2008 R2 SPl Enterprise • Windows 2008 (32\64 bit) Standard \Enterprise-with the latest service pack • Windows 2003 R2 (32\64 bit) Standard\Enterprise-with the latest service pack • Windows 2003 (32 bit) Standard\Enterprise-with the latest service pack Additional software • Microsoft .NET Framework 3.5 • Microsoft .NET Framework 4.0 • Remaining prerequisites will be installed during the installation process. V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl Appendix E: RightFax Server System Requirements Hardware • 3 GHz Processor • 4GB or greater is recommended • Minimum of 10GB of hard disk space • Monitor resolution 800x600 or greater • Network Interface Card Supported Windows operating systems • Windows Server 2012 Enterprise • Windows Server 2012 Standard • Windows Server 2008 R2 Enterprise x64 • Windows Server 2008 R2 Standard x64 • Windows Server 2008 Enterprise x86 and x64 • Windows Server 2008 Standard x86 and x64 Supported Database Management Systems • SQL Server 2012 Enterprise Edition • SQL Server 2012 Standard Edition • SQL Server 2012 Express • SQL Server 2008 R2 Enterprise Edition • SQL Server 2008 R2 Standard Edition • SQL Server 2008 R2 Express • SQL Server 2008 Enterprise Edition • SQL Server 2008 Standard Edition • SQL Server 2008 Express • SQL Server 2005 Enterprise Edition • SQL Server 2005 Standard Edition • SQL Server 2005 Express Additional software • • • • • • Microsoft SQL Server Microsoft Messaging Queue (MSMQ) Server* Windows PowerShell 2.0* Microsoft Primary lnteroperability Assemblies 2005* Microsoft Visual C++ runtime components* Microsoft Internet Information Services (liS) 6.0 SP2 or later V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400v1 RICOH imagine. change. RICOH imagine. change. • liS 6 Management Tools must be installed on Windows Server 2008 • Microsoft .NET 4.5 Framework* • Microsoft Data Access Components* • Microsoft Internet Explorer 6 SPl or later • Microsoft Windows Installer 3.1 * • Crystal Reports 13.0 runtime* (used for FaxReporter) • A Windows account to run RightFax services. The account you choose is a member of the local administrators group and has the right to logon as service on the local computer. • Reserved network ports* Installed during RightFax setup V3.9 Ricoh USA, Inc. I Implementation: Output Manager, Autostore Express & RightFax 86400vl RICOH Master Lease Agreement CUSTOMER INFORMATION Full Legal Name City of Carlsbad, a municipal corporation Address 1200 Carlsbad Village Drive City Carlsbad Federal Tax ID Number* (f)o Not Insert Social Security Number J .. *Not reqmred for State and Local Government entities. State I Zip CA 92008 Facsimile Number TBD Exhioit 5- Ricoh USA, Inc. 70 Valley Stream Parkway Malvern, PA 19355 Number: TBD ____ _ I Contact Randy Lagman l Telephone Number 760-602-2789 I E-mail Address Randy .lagman@carlsbadca.gov This Master Lease Agreement ("Lease Agreement") has been written in clear, easy to understand English. When we use the words "you", "your" or "Customer" in this Lease Agreement, we mean you, our customer, as indicated above. When we use the words "we", "us" or "our" in this Lease Agreement, we mean Ricoh USA, Inc. ("Ricoh") or, if we assign this Lease Agreement or any Schedules executed in accordance with this Lease Agreement, pursuant to Section 13 below, the Assignee (as defined below). Our corporate office is located at 70 Valley Stream Parkway, Malvern, PA 19355. 1. Agreement. We agree to lease or rent, as specified in any equipment schedule executed by you and us and incorporating the terms of this Lease Agreement by reference (a "Schedule"), to you, and you agree to lease or rent, as applicable, from us, subject to the terms of this Lease Agreement and such Schedule, the personal and intangible property described in such Schedule. The personal and intangible property described on a Schedule (together with all attachments, replacements, parts, substitutions, additions, repairs, and accessories incorporated in or affixed to the property and any license or subscription rights associated with the property) will be collectively referred to. as "Product." The manufacturer of the tangible Product shall be referred to as the "Manufacturer." To the extent the Product includes intangible property or associated services such as periodic software licenses and prepaid data base subscription rights, such intangible property shall be referred to as the "Software." 2. Schedules; Delivery and Acceptance. Each Schedule that incorporates this Lease Agreement shall be governed by the terms and conditions of this Lease Agreement, as well as by the terms and conditions set forth in such individual Schedule. Each Schedule shall constitute il complete agreement separate and distinct from this Lease Agreement and any other Schedule. 1n the event of a conflict'between the terms of this Lease Agreement and any Schedule, the terms of such Schedule shall govern and control, but only with respect to the Product subject to such Schedule. The termination of this Lease Agreement will not affect any Schedule executed prior to the effective date of such termination. When you recejve the Product, you agree to inspect it to determine 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 us a delivery and acceptance certificate (which, at our request, may be done electronically) within three (3) business days after any Product is installed. 3. Term; Payments. The first scheduled Payment (as specified in the applicable Schedule) ("Payment") will be due on the Effective Date or such later date as we may designate. The remaining Payments will be due on the same day of each subsequent month, unless otherwise specified on the 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 Payment, a one-time late charge of5% of the overdue Payment (but in no event greater 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, THIS IS AN UNCONDITIONAL, NON-CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ON ANY SCHEDULE TO THIS LEASE AGREEMENT. All Payments to us are "nef' and unconditional and are not subject to set off, defense, counterclaim or reduction for any reason. You agree that you will remit payments to us in the form of company checks (or personal checks in the case of sole proprietorships), direct debit or wires only. You also agree that cash and cash equivalents are not acceptable forms of payment for this Lease Agreement or any Schedule and that you will not remit such forms of payment to us. Payment in any other form may delay processing or be returned to you. Furthermore, only you or your authorized agent as approved by us will remit payments to us. 4. Product Location; Use and Repair. You will keep and use the Product only at the Product Location shown in the applicable Schedule. You will not move the Product from the location specified in the applicable Schedule or make any alterations, additions or replacements to the Product without our prior written consent, which consent will not be unreasonably withheld. At your own cost and expense, you will keep the Product eligible for any Manufacturer's certification as to maintenance and in compliance with applicable laws and in good condition, except for ordinary wear and tear. You shall engage 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 the Product and our property at no cost or expense to us. We may inspect the Product at any reasonable time. 5. Taxes and Fees. In addition to the payments under this Lease Agreement, you agree to pay all taxes, assessments, fees and charges governmentally imposed upon our purchase, ownership, possession, leasing, renting, operation, control or use of the Product. In the event that the billing period sums 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 Product during the term of the applicable Schedule. If we are required to pay up front sales or use tax at lease inception or when you relocate the Product to a jurisdiction that charges upfront sales or use tax, then you agree to pay such sales or use tax as a lump sum due and payable with the invoice due immediately after lease inception or the relocation of the Product, as applicable A valid sales and use tax exemption certificate must be provided to us within ninety (90) days of the frrst invoice to receive a credit/waiver of sales tax. 6. Warranties. We transfer to you, without recourse, for the term of each Schedule, any written warranties made by the Manufacturer or Software Supplier (as defmed in Section 10 of this Lease Agreement) with respect to the Product leased or rented pursuant to such Schedule. YOU ACKNOWLEDGE THAT YOU HAVE SELECTED THE PRODUCT BASED ON YOUR OWN JUDGMENT AND YOU HEREBY AFFIRMATIVELY DISCLAIM RELIANCE ON ANY ORAL REPRESENTATION CONCERNING THE PRODUCT MADE TO YOU. However, if you enter into a 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 MSTLSE MA 02.13 86403vl Ricoh® and the Ricoh Logo arc registered trademarks ofRicoh Company, Ltd. Page 1 of4 Customer Initials WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AS TO US AND OUR ASSIGNEE, YOU LEASE OR RENT THE PRODUCT "AS-IS." The only warranties, express or implied, made to you are the warranties (if any) made by the Manufacturer and/or Servicer to you in any documents, other than this Lease Agreement, executed by and between the Manufacturer and/or Servicer and you. YOU AGREE THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE ARE NOT RESPONSIDLE FOR, AND YOU WILL NOT MAKE ANY CLAIM AGAINST US FOR, ANY CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES. 7. Loss or Damage. You are responsible for any theft of, destruction of, or damage to the Product (collectively, "Loss") from any cause at all, whether or not insured, from the time of Product delivery to you until it is delivered to us at the end of the term of the Schedule. You are required to make all Payments even if there is a Loss. You must notify us in writing immediately of any Loss. Then, 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 equipment of like age and capacity from Rico h. 8. Liability and Insurance. You agree to maintain insurance, whether through self-insurance or otherwise, to cover the Product for all types ofloss, including, without limitation, theft, in an amount not less than the full replacement value. In addition, you agree to maintain comprehensive public liability insurance, which, upon our request, shall be in an amount acceptable to us and shall name us as an additional insured. Upon our request, you agree to provide us with evidence of such insurance in a form reasonably satisfactory to us. In the event ofloss or damage to the Product, you agree to remain responsible for the Payment obligations under this Lease Agreement until the Payment obligations are fully satisfied. 9. Title; Recording. We are the owner of and will hold title to the Product (except for any Software). You will keep the Product free of all liens artd encumbrances. Except as reflected on any S<:hedule, you agree that this Lease Agreement is a true lease. However, if any Schedule is deemed to be intended for security, you hereby grant to us a purchase money security interest in the Product covered by the applicable Schedule (including any replacements, substitutions, additions, attachments and proceeds) as security for the payment of the amounts under each Schedule. You authorize us to file a copy of this Lease Agreement and/or any Schedule as a financing statement, and you agree to promptly execute and deliver to us any financing statements covering the Product that we may reasonably require; provided, however, that you hereby authorize us to file any such financing statement without your authentication to the extent permitted by applicable law. · 10. Software or Intangibles. To the extent that the Product includes Software, you understand and agree that we have no right, title or interest in the Software, and you will comply throughout the term of this Lease Agreement with any license and/or other agreement ("Software License") entered into with the supplier of the Software ("Software Supplier"). You are responsible for entering into any Software License with the Software Supplier no later than the Effective Date. 11. Default. Each of the following is a "Default" under this Lease Agreement and all Schedules: (a) you fail to pay any Payment or any other amount within thirty (30) days of its due date, (b) any representation or warranty made by you in this Lease Agreement is false or incorrect and/or you do not perform any of your other obligations under this Lease Agreement or any Schedule and/or under any other agreement with us or with any of our affiliates and this failure continues for thirty (30) days after we have notified you of it, (c) a petition is filed by or against you or any guarantor under any bankruptcy or insolvency law or a trustee, receiver or liquidator is appointed for you, any guarantor or any substantial part of your assets, (d) you or any guarantor makes an assignment for the benefit of creditors, (e) any guarantor dies, stops doing business as a going concern or transfers all or substantially all of such guarantor's assets, or (f) you stop doing business as a going concern or transfer all or substantially all of your assets. 12. Remedies. If a Default occurs, we may do one or more of the following: (a) we may cancel or terminate this Lease Agreement and/or any or all Schedules, and/or any or all other agreements that we have entered into with you; (b) we may require you to immediately pay to us, as compensation for loss of our bargain and not as a penalty, a sum equal to: (i) all past due Payments and all other amounts then due and payable under this Lease Agreement or any Schedule; and (ii) the present value of all unpaid Payments for the remainder of the term of each Schedule plus the present value of our anticipated value of the Product at the end of the initial term of any Schedule (or any renewal of such Schedule), each discounted at a rate equal to 3% per year to the date of default, and we may charge you interest on all amounts due us from the date of default until paid at the rate of 1.5% per month, but in no event more than the maximum rate permitted by applicable law. We agree to apply the net proceeds (as specified below in this Section) of any disposition of the Product to the amounts that you owe us; (c) we may require you to deliver the Product to us as set forth in Section 14; (d) we or our representative 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 the Uniform Commercial Code ("UCC"), including, without limitation, those set forth in Article 2A of the UCC, and at law or in equity; (f) we may immediately terminate your right to use the Software including the disabling (on-site or by remote communication) of any Software; (g) we may demand the immediate return and obtain possession of the Software andre-license the Software at a public or private sale; (h) we may cause the Software Supplier to terminate the Software License, support and other services under the Software License, and/or (i) at our option, we may sell, re-lease, or otherwise dispose of the Product under such terms and conditions as may be acceptable to us in our discretion. You agree to pay all of our costs of enforcing our rights against you, including reasonable attorneys' fees, and all costs related to the sale or disposition of the Product including, without limitation, incidental damages expended in the repossession, repair, preparation, and advertisement for sale or lease or other disposition of the Product. If we take possession of the Product (or any Software, if applicable), we may sell or otherwise dispose of it with or without notice, at a public or private disposition, and to apply the net proceeds (after we have deducted all costs, including reasonable attorneys' fees) to the amounts that you owe us. You agree that, if notice of sale is required by law to be given, five (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 the Product and/or this Lease Agreement or any Schedule without notice to you even if less than all the Payments have been assigned. In that event, the assignee (the "Assignee") will have such rights as we assign to them but none of our obligations (we will keep those obligations) and the rights of the Assignee will not be subject to any claims, defenses or set offs that you may have against us. No assignment to an Assignee will release Ricoh from any obligations Ricoh may have to you hereunder. The Maintenance Agreement you have entered into with a Servicer will remain in full force and effect with Servicer and will not be affected by any such assignment. You acknowledge that the Assignee did not manufacture or design the Product and that you have selected the Manufacturer, Servicer and the Product based on your own judgment. 14. Renewal; Return of Product. AFTER THE MINIMUM TERM OR ANY EXTENSION OF ANY SCHEDULE TO THIS LEASE AGREEMENT, SUCH SCHEDULE WILL AUTOMATICALLY RENEW ON A MONTH-TO-MONTH BASIS UNLESS EITHER PARTY NOTIFIES THE OTHER IN WRITING AT LEAST THIRTY (30) DAYS, BUT NOT MORE THAN ONE HUNDRED TWENTY (120) DAYS, PRIOR TO THE EXPIRATION OF THE MINIMUM TERM OR EXTENSION OF SUCH SCHEDULE; PROVIDED, HOWEVER, THAT AT ANY TIME DURING ANY MONTH-TO-MONTH RE\'ffiWAL, WE HAVE THE RIGHT, UPON THIRTY (30) DAYS NOTICE, TO DEMAND THAT YOU RETURN THE PRODUCT TO US IN ACCORDANCE WITH THE TERMS OF THIS SECTION 14. Notwithstanding the foregoing, nothing herein is intended to provide, nor shall be interpreted as providing, (a) you with a legally enforceable option to extend or renew the terms of this Lease Agreement or any Schedule, or (b) us with a legally enforceable option to compel any such extension or renewal. At the end of or upon termination of each Schedule, you will immediately return the Product subject to such expired Schedule to us (or our designee), to the location designated by us, in as good condition as when you received it, except for ordinary wear and tear. You will bear all shipping, de-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 then in effect under a Schedule, until the Product is returned by you and is received in good condition and working order by us or our designees. Notwithstanding anything to the contrary set forth in this Lease Agreement, the parties acknowledge and agree that we shall have no obligation to remove, delete, preserve, maintain or otherwise safeguard any information, images or content retained by or resident in any Products leased by you hereunder, whether through a digital storage device, hard drive or other electronic medium ("Data Management Services"). If desired, you may engage Ricoh to perform Data Management Services at then-prevailing rates. You acknowledge that you are responsible for ensuring your own compliance with legal requirements in connection with data retention and protection and that we do not provide legal advice or represent that the Products will guarantee compliance with such requirements. The MSTLSE MA 02.13 Ricoht" and the Ricoh Logo are registered trademarks of Ricob Company, Ltd. Page W 86403vl Customer Initials selection, use and design of any Data Management Services, and any decisions arising with respect to the deletion or storage of data, as well as the loss of any data resulting therefrom, shall be your sole and exclusive responsibility. 15. Miscellaneous. It is the intent of the parties that this Lease Agreement and any Schedule shall be deemed and constitute a "finance lease" as defined under and governed by Article 2A of the UCC. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. YOU AGREE THAT THE TERMS AND CONDITIONS CONTAINED IN THIS LEASE AGREEMENT AND IN EACH SCHEDULE MAKE UP THE ENTIRE AGREEMENT BETWEEN US REGARDING THE LEASING OR RENTAL OF THE PRODUCT AND SUPERSEDE ALL PRIOR WRITTEN OR ORAL COMMUNICATIONS, UNDERSTANDINGS OR AGREEMENTS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER CONTAINED HEREIN, INCLUDING, WITHOUT LIMITATION, PURCHASE ORDERS. Any purchase order, or other ordering documents, will not modify or affect this Lease Agreement or any Schedule, nor have any other legal effect and shall serve only the purpose of identifying the equipment ordered. You authorize us to supply any missing "configure to order" number ("CTO"), other equipment identification numbers (including, without limitation, serial numbers), agreement/schedule identification numbers and/or dates in this Lease Agreement or any Schedule. You acknowledge that you have not been induced to enter into this Lease Agreement by any representation or warranty not expressly set forth in this Lease Agreement. Neither this Lease Agreement nor any Schedule is binding on us until we sign it. Any change in any of the terms and conditions of this Lease Agreement or any Schedule must be in writing and signed by 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 party receiving the notice at the address shown on the front of this Lease Agreement, or (b) by facsimile transmission, with oral confirmation, to the facsimile.number shown below such party's signature on this Lease Agreement. Either party may change its address or facsimile number by giving written notice of such change to the other party. Notices shall be effective on the date sent. Each of our respective rights and indemnities will survive the termination of this Lease Agreement and each Schedule. If more than one customer has signed this Lease Agreement or any Schedule, each customer agrees that its liability is joint and several. It is the express intent of the parties not to violate any applicable usury laws or to exceed the maximum amount oftime price differential or interest, as applicable, permitted to be charged or collected by applicable law, and any such excess payment will be applied to payments in the order of maturity, and any remaining excess will be refunded to you. We make no representation or warranty of any kind, express or implied, with respect to the legal, tax or accounting treatment of this Lease Agreement and any Schedule and you acknowledge that we are an independent contractor and not your fiduciary. You will obtain your own legal, tax and accounting advice related to this Lease Agreement or any Schedule and make your own determination of the proper accounting treatment of this Lease Agreement or any Schedule. We may receive compensation from the Manufacturer or supplier of the Product in order to enable us to reduce the cost ofleasing or renting the Product to you under this Lease Agreement or any Schedule below what we otherwise would charge. If we received such compensation, the reduction in the cost of leasing or renting the Product is reflected in the Minimum Payment specified in the applicable Schedule. You authorize us, our agent and/or our Assignee to obtain credit reports and make credit inquiries regarding you and your fmancial 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 armual and/or quarterly financial statements to us upon request. 16. Governing Law; Jurisdiction; Waiver of Trial By Jury and Certain Rights and Remedies Under The Uniform Commercial Code. YOU AGREE THAT THIS LEASE AGREEMENT AND ANY SCHEDULE WILL BE GOVERNED UNDER THE LAW FOR THE STATE OF CALIFORNIA. THE PARTIES TO THIS LEASE AGREEMENT EACH WAIVE THE RIGHT TO TRIAL BY JURY IN THE EVENT OF A LAWSUIT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A CUSTOMER OR LESSEE BY 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 WILL ALLOW US TO IDENTIFY YOU. WE MAY ASK TO SEE IDENTIFYING DOCUMENTS. 17. Counterparts; Facsimiles. Each Schedule may be executed in counterparts. The counterpart which has our original signatUre and/or is in our possession or control shall constitute chattel paper as that term is defined in the UCC and shall constitute the original agreement for all purposes, including, without limitation, (a) any hearing, trial or proceeding with respect to such Schedule, and (b) any determination as to which version of such Schedule constitutes the single true original item of chattel paper under the UCC. If you sign and transmit a Schedule to us by facsimile or other electronic transmission, the facsimile or such electronic transmission of such Schedule, upon execution by us (manually or electronically, as applicable), shall be binding upon the parties. You agree that the facsimile or other electronic transmission of a Schedule containing your facsimile or other electronically transmitted signature, which is manually or electronically signed by us, shall constitute the original agreement for all purposes, including, without limitation, those outlined above in this Section. You agree to deliver to us upon our request the counterpart of such Schedule containing your original manuai signature. 18. State and Local Government Provisions. If the Customer is a State or political subdivision of a State, as those terms are defined in Section 103 of the Internal Revenue Code, the following additional terms and conditions shall apply: (a) Essentiality. During the term of this Lease Agreement and any Schedule, the Product will be used solely for the purpose of performing one or more governmental or proprietary functions consistent with the permissible scope of your authority. You represent and warrant that the use of the Product is essential to performing such governmental or proprietary functions. (b) Non-Appropriation/Non-Substitution. (i) If all of the following shall occur: (A) your governing body fails to appropriate sufficient monies in any fiscal period for rentals and other payments coming due under a Schedule to this Lease Agreement in the next succeeding fiscal period for any equipment which will perform services and functions which in whole or in part are essentially the same services and functions performed by the Product covered by any such Schedule, (B) other funds are not available for such payments, and (C) the non-appropriation of funds did not result from any act or failure to act on your part, then a "Non-Appropriation" shall be deemed to have occurred. (ii) If a Non-Appropriation occurs, then: (A) you must give us immediate notice of such Non-Appropriation and provide written notice of such failure by your governing body at least sixty (60) days prior to the end of the then current fiscal year or if Non-Appropriation has not occurred by such date, immediately upon Non-Appropriation, (B) no later than the last day of the fiscal year for which appropriations were made for the rental due under any Schedule to this Lease Agreement (the "Return Date"), you shall return to us all, but not less than all, of the Product covered by such Schedule to this Lease Agreement, at your sole expense, in accordance with the terms hereof; and (C) any Schedule to this Lease Agreement shall terminate on the Return Date without penalty or expense to you and you shall not be obligated to pay the rentals beyond such fiscal year, provided that (x) you shall pay any and all rentals and other payments due up through the end of the last day of the fiscal year for which appropriations were made and (y) you shall pay month-to-month rent at the rate set forth in any such Schedule for each month or part thereof that you fail to return the Product as required 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 us), in form reasonably acceptable to us, confirming the Non-Appropriation and providing reasonably sufficient proof of such Non-Appropriation. (c) Funding Intent. You represent and warrant to us that you presently intend to continue this Lease Agreement and any Schedule hereto for the entire term of such Schedule and to pay all rentals relating to such Schedule and to do all things lawfully within your power to obtain and maintain funds from which the rentals and all other payments owing under such Schedule may be made. The parties acknowledge that appropriation for rentals is a governmental function to which you cannot contractually commit yourself in advance and this Lease Agreement shall not constitute such a commitment. To the extent permitted by law, the person or entity in charge of MSTLSE MA 02.13 Ricoh@ and the Ricoh Logo are registered trademarks of Ricoh Comp:my, Ltd. Page~i\ 86403vJ Customerlnitia/s preparing your budget will include in the budget request for each fiScal year during the term of each Schedule, respectively, to this Lease Agreement an amount equal to the rentals (to be used for such rentals) to become due in such fiscal year, and will use all reasonable and lawful means available to secure the appropriation of money for such fiscal year sufficient to pay all rentals coming due during such fiscal year. (d) Authority and Authorization. (i) You represent and warrant to us that: (A) you are a State or political subdivision of a State, as those terms are defined in Section 103 of the Internal Revenue Code; (B) you have the power and authority to enter into this Lease Agreement and all Schedules to this Lease Agreement; (C) this Lease Agreement and all Schedules to this Lease Agreement have been duly authorized, executed and delivered by you and constitute valid, legal and binding agreement(s) enforceable against you in accordance with their terms; and (D) no further approval, consent or withholding of objections is required from any governmental authority with respect to this Lease Agreement or any Schedule to this Lease Agreement. (ii) If and to the extent required by us, you agree to provide us with an opinion of independent counsel (who shall be reasonably acceptable to us) confirming the foregomg and other related matters, in form and substance acceptable to us. (iii) You agree to take all required actions and to file all necessary forms, including IRS Forms 8038-G or 8038-GC, as applicable, to preserve the tax exempt status of this Lease Agreement and all Schedules thereto. (iv) You agree to provide us with any other documents that we may reasonably request in connection with the foregoing and this Lease Agreement. (e) 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 manner that complies with Section 149(a) of the Internal Revenue Code and the regulations promulgated thereunder. IN WITNESS WHEREOF, the parties have executed this Lease Agreement as of the dates set forth below. THE PERSON SIGNING THIS LEASE AGREEMENT ON BEHALF OF THE CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO DO SO. CUSTOMER By:X~-------------------------------------------------- Authorized Signer Signature Printed Name: ----------------------------------------- Title: --------------------------------Date: ________ _ Facsimile Number: --------------------------------------- Approved as to Form: CELIA A. BREWER, City Attorney Accepted by: RICOH USA, INC. By: --------------------~---------------------Authorized Signer Signature Printed Name: ---------------------------------------- Title: --------------------------------Date: _______ _ Facsimile Number:-------------------------------------- MSTLSE M;\ 02.13 86403vl Ricoh@ and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 4 of4 Q~ RICOH Ricoh USA, Inc. 70 Valley Stream Parkway Malvern, PA 19355 Product Sch edule with Purchase Option 'Product Schedule N urn be1·: _TBD __ _ Master Lease Agreement Number: _TBD __ This Product Schedule with Purchase Option (this "Schedule") is between Ricoh USA, Inc. ("we" or "us") and City of Carlsbad, a municipal corporation, as customer or lessee ("Customer" or ''you"). This Schedule constitutes a "Schedule," "Product Schedule,'' or "Order Agreement," as applicable, under the Master Lease Agreement (together with any amendments, attachments nnd addenda ther~:to, the "Lease Agreement") identified above, between you and __ Ricoh USA Inc. All tenns and conditions of the Lease Agreement are incorporated into this Schedule and made a part hereof. If we arc not the lessor under the Lease Agreement, then, solely lor purposes of this Schedule, we shall be deemt:d to be the lessor under the Lease Agreement. It is the intent of the parties that this Schedule be separately enforceable as a complete and independent agreement, independent of all other Schedules to the Lease Agreement. CUSTOMER INFORMATION City of Carlsbad, a municipal corporation <..'ustomer (Bill To) 1635 Faraday Ave Product Location Address Carlsbad CA 92008 City County State Hilling Contact Telephone Number 760-602-2424 PRODUCT DESCRIPTION ("Pr·oduct") Qty Product Description: Make & Model 28 MPC2503 14 MPC4503 3 MPC5503 5 MPC6003 3 MPC6502 9 MPC8002 PAYMENT SCHEDULE Minitnum Term (months) 60 Minimum Payment r-.......JJ:f.ithout 1!!:!J.. __ _ $ 18,914 Accounts Payable Billing Contact Name 1635llaraday Ave Billing Address (if different from location address) Zip City County State Zip Billing Contact Facsimile Number Billing Contact E-Mail Address 760·602-8553 Interest Rate 6.02% per annum *(see note below) accounts.payable@carlsbadca.gov Otv Product Description: Makc&Modcl 40 MP401SPF 10 MPC305SPF 2 SP204SN 9 Wide Format Minimum Payment Billing Fl·equency X Monthly Advance Payment 0 l~Payment 0 Quarterly D Other: 0 I" & Last Payment 0 Other: *Only applicable iftlze Purchase Option Price below is tile $1.()0 Purclta,,e Optio11. Sales Tax Exempt: 0 Yes (Attach Exemption Certificate) Customer Billing Reference Number (P.O.#, etc.) ___ TBD. ____ _ T.R.C. Section 103 Interest Tax Exempt: 0 Yes Addendum Attached: 0 Yes (Check if yes and indicate total number of pages:____) TERMS AND CONDITIONS I. The first Payment will be due within thirty (30) days of the Effective Date. lf the Lease Agreement uses the tem1s "Lease Payment" and "Commencement Date" rather than "Payment" and "Effective Date," then, for purposes of this Schedule, the term "Payment" shall have the same meaning as "Lease Payment,'' and the term "Effective Date" shall have the same meaning as "Commencement Date." 2. You, the undersigned Customer, have applied to us to rent the above-described Product for lawful commercial (non-consumer) purposes. THIS IS AN UNCONDITIONAl,, NON-CANCELAJU,E AGREEMENT FOR THE MINIMUM TERM INDICATED ABOVE .• except as othenvise provided in any non- appropriation provision of the Leas~: Agreement, if applicable. lf we accept this Schedule, you agree to rent the above Product :from us, and we agree to rent such Product to you, on all the tcnns hereof, including the tenns and conditions of the Lease Agreement. TDIS WJ:LL ACKNOWU;;J>GE TIL\ T YOU HAVE READ AND UNDERSTAND TIIIS SCHEDULE AND THE LEASE AGREEMENT AND HAVE RECEIVED A COPY OF THIS SCDEDULE AND THE LEASE AGREEMENT. 3. Purchase Option: (a) Purchase Option Price: LSEADD SI.G-PS-PO 04.12 0 Fair Market Value Purchase Option (plus any applicable tax) X $1.00 Purchase Option (plus any applicable tax) (b) Unless tht: above Purchase Option price is the $1.00 Purchase Option, C'ustomer agrees that this transaction is a true rental. If the ahovc Purchase Option price is the $J.OO Purchase Option, then Cuslumer Initials (i) notwithstanding anything to tlle contmy in the Lea~e Agreement, with resp~:ct to this Schedule only: It is the mutual intention of the parties that Customer shall be considered the owner of the Product (excluding all Software, whid1 is owned and lic~:nsed to you by the Software Supplier) for various purpose.~, including federal income tax purposes, as of the Effective Date. You arc entitled to all federal income tax benetits aflorded lo.lht: owner of the Product, but we shall not be liable to you if you fail to secure or obtain such benefit~. You will keep the Product free of all liens and encumbrances. You hereby grant to us a security interest in the Product covered by this Schedule (including any replacements, substitutions, additions, attachments and proct:t:d~) as security for the paym~:nt of the amounts due or to become dut: under each Schedule. You are required to file all property tax returns where applicablt: and promptly pay all property taxes that may be assessed against the Product and, if we are required by the applicable taxing jurisdiction to pay such taxes, you shall promptly reimburse us for such tax payments.; (ii) in the event of default under the Lease Agreement or this Schedule, we may exercise all rights and remedies of a secured party under applicable law, in addition to any and all rights and remedies we may otherwise have under the Lease Agreement, including, without limitation, the right to repossess tlte Product free and cltmr of any of your rights and interests in the Product; (iii) notwithstanding anything to the contrary in the Lease Agreement, if no default has occurred and is continuing under the Lease Agreement or this Schedule and all or your obligations under this Schedule have been satist!cd, we will relea~c any security interest that we may have in the Product, you shall have no obligation to provide any end-of-term notice to us, and this Schedule will terminate and not be renewed; and (iv) the total cost of the Product is an amount equal to the sum of tnt: Minimum Payments set forth above over the MininlUm Term set forth above, discounted to present value at the constant per annum Interest Rate set forth above. (c) Jf the above Purchase Option price is the fair Market Value Purchase Option, then notwithstanding anything to the contrary in the Lease Agreement, if uo delaull has occurred and is continuing under the Lease Agreement or this Schedule, you will have the option at the end of the original term, or any renewal term, o I' this Schedule to purchase, for the above Purchase Option price, nil (but not less than all) of the related Product covered by this Schedule at a purchase price equal to the then-existing fair market value of snch Product. You must give us at least thirty (30) days written notice, by certified or r~:gistered mail, before the end of the original term or this Schedule, or any renewal term, that you will purchase the related Product or that you will return the related Product to us. ln the event that you exercise such option, fair market value of the Product will he defined as the price a willing buyer will pay to a willing seller with uo obligation to sell or purchase the Product in an open market. If both parties cmmot agree to a price, you may request an independent apprnisal by an appraiser approved by us, and both parties agree to the value as determined by the appraiser. All appraisal costs are to be borne by you. You agree to pay all sales tax, usc tax and other similar tax payable in connection with th~: purchase of the Produ~.o"t. If you do not give us such written notice or if you do not purchase or return the related Product in accordance with the terms and conditions of the Lease Agreement and this Schedule, the original term of this Schedule, or any renewal term, will automatically renew in accordance with the terms of Section 14 of the Lease Agreement. This purchase option shall not apply to any Software. (d) If the above Purchase Option price is the Fair Market Value Purchase Option, then upon receipt by us of payment of the Purchase Option price described in clause (c) of this f>ar<~graph 3, we will transfer our interest in the related Product to you "AS TS, WHERE IS" without any representation or warranty whatsoever, and this Schedule will tenninate. 4. Roth parties intend to comply with all applicable laws. In no event will we charge or collect any amounts in excess of those allowed by applicable law. Any part or the J,ea.~e Agreement or this Schedule that could, but for this Section, be read under any circumstance to allow for a ~harge higher than that allowable under applicable law is limited and modHied by this Section to limit the amounts chargeable lo the maximum amount allowed. lf, in any circumstance, any amount in excess of that allowed by law is charged or received, any :mch charge will be deemed limited by the amount legally allowed and any amount received by us in excess of that legally allow~d will be applied by tlS to the payment of amounts legally owed under the Lease Agreement or relunded to Customer. 5. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLWD, WITH RESPECI' TO THE LEGAL, TAX OR ACCOIJNTlNG TREATMENT OF TilE LEASE AGREEMENT, HilS SCHEDULE OR THE TRANSACTIONS" EVIDENCED THERlillY. YOU ACKNOWLEDGE THAT WE ARE NOT AN AGENT OR A FlDUCfARY OF CUSTOMER. YOU WILL OBTAIN YOUR O'WN LEGAL, TAX AND ACCOUNTWG ADVICE AND WILL MAKE YOUR OWN DETERMINATION OF THE PROPER TREATMENT OF THE LEASE AGREEMENT AND THTS SCHEDULE. TilE PERSON SIGNING THIS SCH.KOUJ,R ON BEHALF OF TilE CUSTOiVIER RF.PRF..SRNTS THAT HF.JSHR HAS 'fffR A\JTHORITV TO )}0 SO. 6. Additional Provisions (if any) are:------------------------------------ --------------------------------·-------······· .. ·- LSEADD SI.G-PS-PO 04.12 Ricoh<.& and tht~ Ricoh Logo ar~ regi~tered tnldemarks of Ricoh Company, l t(l. cusTO.Ml<:R ~v /1 /J7 Uy: ){ ~~~ ~ Authorized Signer, ignature Printed Name: Matt HaJI -·····-·-·---·------- Title: Mayor Date: 7/28/15 ---------------------------- Accer by: Rjo_: U~ ~ l3y: AutfRlr~d Sign~~"--4:= Printed Name: U &rrJI· A-/l-4-·Je'.Ch..-r Title: I .JP Date: {j-1(1 ~ ?:..o/'5,.- vp LSEADD SLG-PS-PO 04. 12 Ricoh\~) and the Rkoh Log.o arc registered trademarks of Ricoh Company, Ltd. Page 3 of3