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Home My WebLink About2021-02-23; City Council; ; Approval of Amendments to Master Service Agreement with Ricoh USA, Inc. for Managed Print Services Meeting Date: Feb. 23, 2021 To: Mayor and City Council From: Scott Chadwick, City Manager Staff Contact: Maria Callander, Information Technology Director maria.callander@carlsbadca.gov, 760-602-2454 Subject: Approval of Amendments to Master Service Agreement with Ricoh USA, Inc. for Managed Print Services District: All Recommended Action Adopt a resolution authorizing the city manager to execute amendments to the master service agreement with Ricoh USA, Inc. for managed print services in an amount not to exceed $333,820 for a two-year term ending Feb. 28, 2023, with an optional one-year extension in an amount not to exceed $166,910 ending Feb. 29, 2024. Executive Summary On July 28, 2015, the City Council adopted Resolution No. 2015-200 approving a five-year master service agreement with Ricoh-USA for managed print services and the replacement of printers citywide. Managed print services include the installation, lease, service and management of printers and programs for printing services on the city network. Ricoh also monitors these devices to track usage and toner supply levels. The current agreement with Ricoh has an autorenewal clause that allows for perpetual three- month extensions at the end of the initial five years. Amendments to the master service agreement are being brought forward to remove the autorenewal clause and specify the term length of the agreement. The amendments will have an initial term of two years at a cost of $333,820 with an option of a third year for $166,910 for a total of $500,730 if the third-year option is exercised. City staff considered putting the city’s managed print services out for bid by publishing a request for proposals instead of amending the current agreement with Ricoh and concluded that doing so in the current environment may not adequately address the city’s future needs. That’s because the need for printing services has been greatly reduced by the implementation of remote work due to the COVID-19 pandemic, and the lasting changes the pandemic made in the workplace cannot be predicted with certainty. Carlsbad Municipal Code Section 3.28.060 - Procurement of Professional Services and Services, requires the City Council’s approval for the procurement of goods that will cost the city more than $100,000 per agreement year. Feb. 23, 2021 Item #4 Page 1 of 64 Discussion Ricoh-managed print services enable city staff to print, copy and scan documents at any Ricoh printer in a city facility. When staff sends a document to print, for example, the print job waits until a staff member uses his or her ID card to securely access one of the 134 Ricoh printers, which then produces the printed copy. Faxing is also available at 38 printers citywide. The city’s move to remote working in response to the COVID-19 pandemic has caused a noticeable reduction in the usage of printing services. City staff printed a total of 316,584 pages in January 2020, before COVID-19. In November 2020, with remote work in place, this was reduced to 162,320 pages. As a result, remote work has reduced the city’s monthly usage fees for printing, copying and toner usage from an average of $6,000 per month to $1,500 per month. Given the transition to remote work and changes in printer usage, staff determined that it is in the best interest of the City of Carlsbad to maintain the use of its Ricoh printing equipment for current business needs rather than consider making changes now. Once the stay-at-home orders are lifted and staff start returning to work at city facilities, Information Technology Department staff will have an opportunity to assess future business needs for printing services and publish a request for proposals for managed print services that reflects those needs. The current agreement provides for printer service, usage, repair and the monitoring and fulfillment of toner supply. The agreement terms state that at the end of the initial five-year term the service order shall automatically renew for consecutive three-month periods, unless terminated by either party upon thirty days prior written notice before the end of the initial term or renewal term, as applicable. Staff have requested amendments to remove automatic renewal and specify the length of the agreement. The amendments will have an initial term of two years at a cost of $333,820 with an option of a third year at $166,910 for a total of $500,730 if the third-year option is exercised. As was the case with the original 2015 agreement, the amendments of the Ricoh-USA Master Service Agreement will provide the best value to the city by being purchased through a cooperative purchasing agreement that Ricoh has established with US Communities, a cooperative purchasing program. Carlsbad Municipal Code Section 3.28.100 – Cooperative Purchasing, gives the city’s purchasing officer the authority to join with other public or quasi-public agencies in cooperative purchasing plans or programs for the purchase of goods and/or services by contract, arrangement or agreement as allowed by law and as determined by the purchasing officer to be in the city’s best interest. The purchasing officer may buy directly from a vendor at a price established by another public agency when the other agency has made their purchase in a competitive manner. The cost of the amendments were quoted from the US Communities master agreement contract that Ricoh has established (Contract #4400003732). Fiscal Analysis The original agreement with Ricoh included printer lease payments for five years. The lease payments have now been completed. With the lease term over, the city is now in the final Feb. 23, 2021 Item #4 Page 2 of 64 process of owning the printer fleet. The reduction of the lease payments will be reflected in the upcoming fiscal year’s annual budget process. The chart below reflects the costs of the amendments: Funding for the monthly service fees and estimated usage fees for the first year were included in the Fiscal Year 2020-2021 departmental operating budgets citywide. Future years’ funding will be requested during the appropriate fiscal year’s annual budget process for all departmental operating budgets citywide. Next Steps With the City Council’s approval, staff will execute the Ricoh USA, Inc. Master Service Agreement amendments. Environmental Evaluation (CEQA) This action does not constitute a “project” within the meaning of the California Environmental Quality Act under California Public Resources Code Section 21065 in that it has no potential to cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment. Therefore, it does not require environmental review. Public Notification and Outreach Public notice of this item was posted in keeping with the state's Ralph M. Brown Act and it was available for public viewing and review at least 72 hours before the scheduled meeting date. Exhibits 1.City Council Resolution 2.Memo approving use of the US Communities Master Agreement 3.City of Carlsbad – Agenda Bill #22,046 Dated 07/28/15 – Adopting Resolution Approving Service Agreements with Ricoh-USA for $2,055,781 for Managed Print Services, Including Replacement of Existing City Printers Initial term Extension FY 2020-21 FY 2021-22 total FY 2022-23 Total Ricoh service fee 94,910$ 94,910$ 189,820$ 94,910$ 284,730$ Estimated Ricoh usage fee 72,000 72,000 144,000 72,000 216,000 Total 166,910$ 166,910$ 333,820$ 166,910$ 500,730$ Total for initial term of amendments to Feb. 28, 2023 333,820$ Total for initial term with extension of amendments to Feb,. 29, 2024 500,730$ Initial term Feb. 23, 2021 Item #4 Page 3 of 64 RESOLUTION NO. 2021-048 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENTS TO THE MASTER SERVICE AGREEMENT WITH RICOH-USA FOR MANAGED PRINT SERVICES, IN AN AMOUNT NOT TO EXCEED $333,820 FOR A TWO-YEAR TERM ENDING FEBRUARY 28, 2023, WITH AN OPTIONAL ONE-YEAR EXTENSION ENDING FEBRUARY 29, 2024 IN AN AMOUNT NOT TO EXCEED $166,910 WHEREAS, the City of Carlsbad uses Ricoh-USA managed print services throughout city facilities; and WHEREAS, the City of Carlsbad currently purchases Ricoh-USA services under a Master Service Agreement; and WHEREAS, the Master Service Agreement has reached the end of its initial five-year term and staff recommends amending the agreement to extend it for an additional two-year term ending Feb. 28, 2023, in amount not to exceed $333,820, with an option to extend it for an additional one- year term ending Feb. 29, 2024, in an amount not to exceed $166,910; and WHEREAS, under Carlsbad Municipal Code 3.28.060 — Procurement of Professional Services and Services, the City Council is the awarding authority for procurement of goods for which the cost to the city is more than $100,000 per agreement year; and WHEREAS, under Carlsbad Municipal Code 3.28.100 — Cooperative Purchasing, the purchasing officer has the authority to join with other public agencies for the purchase of goods or services when it is in the best interest of the city; and WHEREAS, the purchasing officer agrees the purchase is in the best interest of the city; and WHEREAS, the budget to procure the first year's extended services is available in the departmental operating budgets citywide for the fiscal year 2020-21 Operating Budget; and WHEREAS, the budget for future years will be considered on an annual basis in the departmental operating budgets citywide during the annual budget requests. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1.The above recitations are true and correct. 2.The Amendment No. 1 to the Master Service Agreement (Attachment A) and the Feb. 23, 2021 Item #4 Page 4 of 64 Amendment No. 1 to the Service Order (Attachment B) with Ricoh-USA are approved and the city manager, or his designee, is authorized to execute all required documents on behalf of the city. 3.The purchase under the Amendment No. 1 to the Master Service Agreement (Attachment A) and Amendment No. 1 to the Service Order (Attachment B) with Ricoh-USA shall not exceed $338,820 for a two-year term ending Feb. 28, 2023, and $166,910 for an optional one-year extension ending Feb. 29, 2024. 4.The funding for year one of the Amendment No. 1 to the Master Service Agreement (Attachment A) and Amendment No. 1 to the Service Order (Attachment B) is in the fiscal year 2020-21 departmental operating budgets and the funding for years two and three will be brought forth with future budget submittals for consideration and approval. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 23rd day of February, 2021, by the following vote, to wit: AYES: Hall, Blackburn, Acosta, Bhat-Patel, Schumacher. NAYS: None. ABSENT: None. MATT HALL, Mayor LArvir twiviarlr o BARBARA ENG-LESON, City tlerk (SEAL) Feb. 23, 2021 Item #4 Page 5 of 64 AMENDMENT NUMBER ONE (1) TO THE MASTER SERVICE AGREEMENT This Amendment Number One (1) (“Amendment”) is effective as of March 1, 2021 (the “Amendment Effective Date”), and amends the Master Service Agreement, effective as of August 1, 2015 (“Agreement”), by and between City of Carlsbad (“Customer”) and Ricoh USA, Inc. (“Ricoh”). Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Agreement. Customer and Ricoh are referred to herein collectively as the “Parties” and individually, each a “Party.” WHEREAS, the Parties have entered into that certain Agreement for Ricoh’s provision of the Services, Equipment and other products to Customer in accordance with the terms and conditions set forth therein; and WHEREAS, the Parties now desire to amend the Agreement, in accordance with the terms and conditions set forth herein. NOW, THEREFORE, in connection with the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as of the Amendment Effective Date, the Parties hereby agree as follows: 1. The following is hereby added to the opening paragraph of the Agreement: “This Agreement is executed pursuant to the Contract by and between Ricoh Americas Corporationand Fairfax County (the “County”) on behalf of the U.S. Communities Government PurchasingAlliance and all public agencies, non-profits and higher education entities (“Participating PublicAgencies”), having a Contract ID number of 4400003732 and the Contract Period is from February11, 2013 to June 30, 2022 (the “Contract Period”), including any and all exercised renewal periods(the “Contract”). Notwithstanding the foregoing, any Order Form or Service Order entered intoduring the Contract Period shall continue in full force and effect for the entire term set forth in theOrder Form or Service Order. This Agreement shall consist of the terms and conditions of the Contract and this Agreement and any Order Form or Service Order issued pursuant thereto. As itpertains to this Agreement for Services (as defined below), the order of precedence of thecomponent parts of this Agreement shall be as follows: (a) the terms and conditions of the OrderForm or Service Order, (b) the terms and conditions of this Agreement, and (c) the terms andconditions of the Contract. The foregoing order of precedence shall govern the interpretation of thisAgreement in cases of conflict or inconsistency therein.” 2.Fees and Charges. The following is hereby added to Section 2 (“Fees and Charges”) of theAgreement: “In addition, if there is any change in applicable law where the Services are performed that requiresRicoh to increase the wages paid to Ricoh Personnel who are performing the Services, then, uponnotice to Customer, Ricoh may increase the minimum fee and any rate in any Order Form by acommensurate amount. To the extent that Customer requests that Ricoh registers with a third-partyvendor prequalification service and Ricoh agrees to register, Customer will be charged for Ricoh’sregistration and any other related fees for registering with such service and this Agreement shall bethe only terms and conditions to govern such registration and service. Notwithstanding anything to the contrary in this Agreement, if the costs of products or Servicessold by Ricoh increases directly or indirectly due to circumstances out of Ricoh’s control,including, but not limiting to changes in taxes, tariffs or other market changes occurring after ATTACHMENT ADocuSign Envelope ID: 8EB3170A-B365-49EA-AC7E-C75C94CD6AD9 Feb. 23, 2021 Item #4 Page 6 of 64 the effective date of the Agreement, then the prices set forth in this Agreement shall be subject to an equitable adjustment to offset such cost increase. Any fee increases are subject to the appropriation of funds by Customer's governing body and may not cause the Agreement to exceed any Order Form’s annual not-to exceed amount unless the parties agree to and execute an amendment to such Order Form.” 3.Payment Terms. Section 3 of the Agreement, “Invoicing and Payment,” will be amended todeleting the third sentence in its entirety and replacing it with the following: “Payments are due within thirty (30) days from the date of the applicable invoice. If any invoicedamount is not paid within ten (10) days of its due date, Customer will pay, in addition to thatamount, a late charge of five percent (5%) of the overdue payment (but in no event greater than the maximum amount allowed by applicable law).” Entire Agreement; Amendment. To the extent there is a conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control. Except as specifically set forth above, all terms and conditions of the Agreement, including any amendments thereto, shall remain in full force and effect without modification thereto, and the Agreement shall remain a binding obligation of the Parties. IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound, have executed this Amendment as of the Amendment Effective Date. CITY OF CARLSBAD RICOH USA, INC. By: By: Name: Name: Title: Title: Date: Date: Curt Albrecht VP, Managing Director February 18, 2021 ATTEST: _______________________________FOR BARBARA ENGLESON City Clerk APPROVED AS TO FORM Celia Brewer, City Attorney BY: _______________________ Assistant City Attorney DocuSign Envelope ID: 8EB3170A-B365-49EA-AC7E-C75C94CD6AD9 2/24/2021 City Manager Scott Chadwick Feb. 23, 2021 Item #4 Page 7 of 64 1 AMENDMENT NUMBER ONE (1) TO THE SERVICE ORDER This Amendment Number One (1) (“Amendment”) is effective as of March 1, 2021 (the “Amendment Effective Date”), and amends the Service Order, effective as of August 1, 2015 (“Service Order”), made pursuant to the Master Service Agreement, effective as of August 1, 2015 (“Agreement”), by and between City of Carlsbad (“Customer”) and Ricoh USA, Inc. (“Ricoh”). Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Service Order and/or Agreement. Customer and Ricoh are referred to herein collectively as the “Parties” and individually, each a “Party.” WHEREAS, the Parties have entered into that certain Service Order for Ricoh’s provision of the Services, Equipment and other products to Customer in accordance with the terms and conditions set forth therein; and WHEREAS, the Parties now desire to amend the Service Order, in accordance with the terms and conditions set forth herein. NOW, THEREFORE, in connection with the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as of the Amendment Effective Date, the Parties hereby agree as follows: 1.Term. The term of the Service Order is hereby extended an additional twenty-four (24) months, concluding on February 28, 2023, in an amount not to exceed $333,820 (“Renewal Term”), unless earlier terminated pursuant to the terms of the Agreement. At the conclusion of the Renewal Term, the Parties may agree to extend the term of the Service Order and for an additional twelve (12) month period, concluding February 29, 2024, in an amount not to exceed$166,910. 2.Minimum Service Fee. The Minimum Service Fee in Exhibit A to the Service Order is hereby revised to $7,909.18. Entire Agreement; Amendment. To the extent there is a conflict between the terms of this Amendment and the terms of the Service Order and/or Agreement, the terms of this Amendment shall control. Except as specifically set forth above, all terms and conditions of the Service Order and Agreement, including any amendments thereto, shall remain in full force and effect without modification thereto, and the Service Order and Agreement shall remain binding obligations of the Parties. IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound, have executed this Amendment as of the Amendment Effective Date. CITY OF CARLSBAD By: Name: Title: Date: RICOH USA, INC. By: Name: Title: Date: Attachment B Curt Albrecht VP, Managing Director February 18, 2021 ATTEST: _______________________________FOR BARBARA ENGLESON City Clerk APPROVED AS TO FORM Celia Brewer, City Attorney BY: _______________________ Assistant City Attorney DocuSign Envelope ID: 8EB3170A-B365-49EA-AC7E-C75C94CD6AD9 Scott Chadwick City Manager 2/24/2021 Feb. 23, 2021 Item #4 Page 8 of 64 Memorandum February 2, 2021 To: Roxanne Muhlmeister, Purchasing Officer From: Ruthann Pearlman, IT Client Services Manager Via: Maria Callander, IT Director Re: Approve the cooperative use of the US Communities Master Agreement with Ricoh USA The IT Department would like to cooperatively use the US Communities Master Agreement #4400003732 contract with Ricoh USA to provide for the purchase of a new Master Services Agreement. This memo is an authorization for an exemption to the bidding process per Purchasing Code 3.28.100 (Cooperative Purchasing). This code provides that purchasing officer shall have the authority to join with other public or quasi-public agencies in cooperative purchasing plans or programs for the purchase of goods and/or services by contract, arrangement or agreement as allowed by law and as determined by the purchasing officer to be in the city’s best interest. The purchasing officer may buy directly from a vendor at a price established by another public agency when the other agency has made their purchase in a competitive manner. This request is in the best interest of the City of Carlsbad as the city is in the process of renewing a master services agreement for managed print services with Ricoh USA. Ricoh has provided service maintenance and supplies for Ricoh print solutions installed throughout the city since 2015 and the request is that these services be renewed for a two-year term with an option for a third year. Approval for Exemption Roxanne Muhlmeister, Purchasing Officer CC: Maria Callander, IT Department Director Cindie McMahon, Assistant City Attorney Brent Gerber, Senior Management Analyst Shea Sainz, Senior Contract Administrator DocuSign Envelope ID: 9C57131D-DB53-4405-9162-5764114E27F3 EXHIBIT 2 Feb. 23, 2021 Item #4 Page 9 of 64 Page 2 5. Replacement of most ofthe city's existing 61 fax machines with a service provider "fax server" or comparable solution that can: a. Receive faxes and route them to city e-mail inboxes based on the target phone number ofthe incoming fax; b. Support outbound fax sending citywide from any workstations, e-mail, scanners, and multi- function devices; 6. Deployment of a printing solution which provides consistent print services to all of the following types of users' devices: a. Workstations, connected via either wired or Wi-Fi connections b. Smartphones (iPhone, Android) via Wi-Fi connections c. Tablets (iPad, Android, Windows) via Wi-Fi connections 7. Develop a contract with one vendor to own, service, re-supply, and support all printers, plotters, scanners, copiers, and multi-function devices at all city locations; thus, streamlining equipment maintenance, standardizing on print drivers and printing supplies, and reducing the number of equipment service and repair agreements, thereby reducing print costs citywide. Four vendors provided proposals for MPS for the city addressing all primary objectives outlined in the RFP. City performed best value evaluation for each ofthe four proposals by representatives from Purchasing/Finance, Engineering, and Information Technology; all evaluators unanimously recommended Ricoh-USA. The solution the city sought had to provide one vendor to manage all print needs enterprise-wide, maintain its printer fleet as technology changes; as well as allow the city to consider future document management solutions going forward which will include: • Having an available, accurate detailed list of all devices and locations throughout the city's departments • Citywide quarterly cost and usage analyses that provides a detailed report with total cost and performance reviews along with recommendations to improve operations and reduce costs further • The ability to expand or contract the overall size of our document output fleet without penalties as business needs change The awarded vendor will be responsible for all facets ofthe management ofthe Managed Print Services program to include, but not limited to, the installation, support, service, monitoring, metering, supplies, billing, equipment moves, removals, short-term rentals, loaners, etc. In meeting this objective, city sought vendor responses that will clearly: • Ensure that city employees are continually satisfied with the printing/copying environment provided • Control, monitor, manage, and reduce overall print costs forthe city Feb. 23, 2021 Item #4 Page 11 of 64 Page 3 • Decrease city's overall print output services operational costs Additionally, the vendor, in conjunction with appropriate city staff, is responsible forthe decommissioning ofthe city's current fleet of printer, except for the HP LaserJet printer for utility bills; this printer is not eligible for replacement due to the software application that supports it. Financing Option: Ricoh developed a flat-rate lease to ensure that all departments will be invoiced the same rate each month based on its requested type and number of devices deployed. The lease provides the city with a simple rather than a complex invoice to process for payment. City Budget Status: Expenses for fiscal year 2015/16 are budgeted for the current printer fleet. The new printer fleet, made up of high-reliability multi-functional devices, will have a direct cost savings of approximately $25,000 per year and will provide more reliable and capable printing devices for city staff MPS will eliminate more than 50 analog fax telephone lines yielding additional savings. With future improvements in device capability and reliability, the city will most likely realize increased productivity-related savings. FISCAL IMPACT: The Managed Print Services contract with Ricoh-USA is for five (5) years and will not exceed $2,055,781. Funding for the contract will come from existing operational expense budgets. No additional monies are needed to fund this project. Following is a schedule of expected costs over the 5-year term of the agreement. The schedule assumes a printing volume that is relatively consistent over the entire 5-year term. Year Services * Lease Total Yearl $88,848 $318,312 $407,160 Year 2 $90,803 $318,312 $409,115 Years $92,800 $318,312 $411,112 Year 4 $94,842 $318,312 $413,154 Years $96,928 $318,312 $415,240 Total $464,221 $1,591,560 $2,055,781 assumes 2.2% per year increase in Services costs only 3 Feb. 23, 2021 Item #4 Page 12 of 64 Page 4 ENVIRONMENTAL IMPACT: Pursuant to Public Resources Code section 21065, this action does not constitute a "project" within the meaning of CECIA in that it has no potential to cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, and therefore does not require environmental review. EXHIBITS: Exhibit 1 Resolution No. 2015-200 approving MPS agreements with Ricoh-USA Exhibit 2 Master Services Agreement with Ricoh-USA Exhibit 3 Service Order for Managed Print Services with Ricoh-USA Exhibit 4 Statement of Work for Implementation Services with Ricoh-USA Exhibit 5 Master Lease Agreement with Ricoh-USA Exhibit 6 Product Schedule with Ricoh-USA Feb. 23, 2021 Item #4 Page 13 of 64 23 24 25 26 27 28 Exhibit 1 1 RESOLUTION NO. 2015-200 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING CONTRACTS WITH RICOH-USA IN THE AMOUNT OF $2,055,781 FOR MANAGED PRINT SERVICES, 4 INCLUDING REPLACEMENT OF EXISTING CITY PRINTERS 5 WHEREAS, the City of Carlsbad has historically owned and operated its own multi- 6 y vendor, multi-model fleet of print-related devices; and 8 WHEREAS, the above-mentioned fleet of City-owned devices is substantially past end- ^ of-life and in urgent need of replacement; and WHEREAS, city staff researched the Managed Print Services market and discovered that moving to a Managed Print Services model could save the city money and improve employee productivity; and 10 11 12 13 24 WHEREAS, in November of 2014 Information Technology (IT) department staff, along 15 with representatives from various City Departments, developed and published a request for proposal (RFP) for Managed Print Services; and WHEREAS, four vendors responded to the RFP and after performing a best value analysis Ricoh-USA was recommended unanimously to be the vendor to provide Managed Print Services to the City; and 16 17 18 19 20 21 WHEREAS, the Ricoh-USA Managed Print Services model represents increased service 22 levels for the city and a savings of a minimum of $25,000 annually. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows that: 1. The above recitations are true and correct. 6 Feb. 23, 2021 Item #4 Page 14 of 64 such purpose. Each Statement of Work referencing this Agreement will be govemed 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 apphcable 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 therem. 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 constmed to fransfer, convey, restrict, impair or deprive Ricoh of any of its ownership or proprietary interest or rights in technology, information or products lhat existed prior to the provision of deliverables under the Statement of Work or that may be independently developed by Ricoh outside the scope of the Statement of Work and without use of any confidential or otherwise resfricted material or information thereunder. Customer shall not use any Professional Services provided pursuant to a Statement of Work for any imlawful purpose. Neither party shall acquire any right, title or mterest in or to the other party's intellectual property rights including their copyrights, patents, frade secrets, frademarks, service marks, frade names or product names. Subject to payment of all relevant fees and charges, Ricoh hereby grants Customer a worldwide, perpetual, nonexclusive, non- fransferable, royalty-free (other than payments identified m the apphcable Statement of Work or other fransaction documents) license for its intemal business purposes only to use, execute, display, perform and disfribute (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 Confract Property. For purposes of clarity any Statement of Work and the foregoing Ucense 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 resfrictions set forth the relevant fransaction documentation, and to the terms of the respective end user hcense 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 fransferable 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 fhe 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) imder 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 Mimmum 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 tennination occurs any time after the twenty-fourth (24*) 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 10(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 m 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 bankmptcy 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, frade secrets, market opportunities or business affairs. Neither party is permitted to divulge, and each party must ensure that its employees, agents and subconfractors do not divulge, to any third-party, any Confidential Information ofthe other party without the other party's prior written consent, except to authorized representatives of Customer or to employees or subconfractors of Ricoh who have a need to access such Confidential Information to perfonn 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 govemmental 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 Feb. 23, 2021 Item #4 Page 17 of 64 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 Infonnation. 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 (tiie "HITECH Act") or "nonpublic personal information" as defmed under the Title V ofthe U.S. Gramm-Leach- Bliley Act, 15 U.S.C. § 6801 et seq., and the mles 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 obhgation 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 elecfronic 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 confrary: (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 requfred 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. Notwitiistanding anything in this Agreement to the confrary. Customer is responsible for ensuring its own compUance with any and aU appUcable legal, regulatory, business, industry, security, compliance and storage requirements relating to data retention, protection, destmction and/or access. It is Customer's sole responsibility to obtain advice of competent legal counsel as to tbe 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 COMPLL^NCE WITH ANY LAW, REGULATION OR REQUIREMENT. 11.3 Encryption. Ricoh offers and recommends encryption related to the fransmission of data for the provision of Services. If data is required to be encrypted by law (including but not limited to HIPAA, 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 tiie 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 shaU also require that all of its subconfractors 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 Emplover'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 mjury by disease; and (c) $1,000,000 for each employee for bodily injury by disease. Each party shall also requfre that all of its subconfractors mamtain 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 requfrements. 12.3 General Liability. Each party shall maintain general Uability 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 occunence for products or completed operations; and (c) $2,000,000 annual aggregate for products or completed operations' claims. Coverage shall include those perils generally associated with a commercial general liability policy and specifically include confractual liability coverage. Coverage shall contain no exclusions for cross liability between insureds. Each party shall also requfre that aU of its subconfractors 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 occunence for bodily injury and $500,000 per occunence 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 Ucensed 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 containmg a signature by a duly authorized representative of the insurer providing such insurance cannot be canceled without thirty (30) days' written notice to the other party. With regard to the general Uability 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 incuned by the Indemnified Party arising out of the deatii or bodily injury of any agent, employee, or business invitee of the Indenmified Party, or the damage, loss, or destmction 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 shaU indemnify, defend and hold hannless 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 inteUectual property right, including but not limited to copyright, frademark, 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 constraed to give Ricoh any confrol over decisions relating to choosing the content of Master Service Agreement - Rev. 02/01/14 Page 3 0\ 86397vl Feb. 23, 2021 Item #4 Page 18 of 64 information copied or otherwise handled hereunder. Customer wanants and represents that it violates no mtellectual property rights or confidentiality agreements of thfrd-parties by having Ricoh perform Services under this Agreement. Customer shall fiirther indemnify, defend and hold harmless Ricoh and its representatives and affiliates from and against any fine, penalty, claim, suit, demand, Uability, 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 confrol (coUectively, "Export Laws") arismg from the performance of Services under tiiis 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 Ucense under the Export Laws. Customer acknowledges and agrees that Ricoh may from time to time, in its sole discretion, engage non-U.S. subconfractors to perform any portion of the Services on Ricoh's behalf Customer represents and wanants to Ricoh that it, its employees and agents shall not provide Ricoh with any document, technology, software or item for which any authorization or Ucense is requfred 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 tiiis Agreement. Each party shall promptiy notify the other in the event of the threat or mitiation of any claun, 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 majeure or other similar factors beyond its reasonable confrol. THE AMOUNT OF ANY LLABILITY 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 CONSEQUENTL^L, 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 tune, 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 tiiat, at the time of delivery and for a period of ninety (90) days thereafter, the Ricoh Equipment will be in good working order and wiU be free from any defects in material and workmanship. Ricoh's obUgations 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 wananty shall not apply: (a) if flie Ricoh Equipment is installed, wfred, 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 fransfer to Customer any equipment or product warranties made by the appUcable manufacturer, to the extent fransferable and without recourse. Unless otherwise agreed upon by both parties in writing. Customer shall be responsible for all installation, fransportation and rigging expenses. Customer agrees to confirm delivery of aU 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 foUowmg acceptance by Ricoh. Ricoh reserves the right to make and invoice deliveries in mstallments. 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 appUcable 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, otiier than income taxes of Ricoh. 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 confrol 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 ftimished pursuant to this Agreement. In the event of such removal or reassignment, Ricoh will fiimish a replacement. In addition, Ricoh shall be responsible for payment of all compensation, benefits and employer taxes relating to such Persoimel (including workers' compensation and disability). Ricoh reserves the right to hire temporary employees or subconfractors, if the circumstances requfre, 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 confractors, 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 of Ricoh's receipt of such notice, and in accordance with Ricoh policy and procedure, Ricoh shall remedy the deficiency with tiie Personnel in question. Notwithstanding, if Customer believes that an action of Personnel wanants 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 of race, religion, gender, age, disability, or any otiier 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 dfrectly or indfrectly soUcit, 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 fraining costs incuned by Ricoh with respect to the replacement of each such Personnel, a sum equal to one (1) years' salaty 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 - Rev. 02/01/14 !0 86397vl Feb. 23, 2021 Item #4 Page 19 of 64 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 suppUes). Replacement parts may be fiimished 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 wiU submit to Customer an estunate of the needed repafrs and the cost for such repairs (which costs will be in addition to the charges payable under the appUcable 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 wiU be offered Services on a time-and-material basis. It is not a condition of this Agreement that Customer use only Ricoh-provided suppUes. Service charges are based on standard 8.5x11 images. Ricoh reserves the right to assess additional images charges for non-standard images, including 11x17 images, (b) If Ricoh determines that Customer has used more tiian the manufacturer's recommended specifications for suppUes provided by Ricoh, Customer wiU pay reasonable charges for those excess supplies and/or Ricoh may reftise additional supply shipments. Ricoh reserves the right to assess freight and shipping charges for all parts and supply deliveries. Customer agrees, eitiier by itself or tifrough a designated representative, which may include any Personnel or an independent thfrd-party, to provide Ricoh trae and accurate meter readings by submitting meter reads to Ricoh tiu-ough the Ricoh web- based meter read submission program, or when and in any reasonable manner requested by Ricoh, whether via telephone, email or otiierwise. If accurate meter readings are not provided on a timely basis, Ricoh reserves the right to estimate tiie meter readmgs from previous meter readings. Appropriate adjustments wiU 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 coUection of accurate meter read data on a monthly, quarterly or annual basis, service calls and low toner alerts. Ricoh agrees that such units wiU be used by Ricoh solely for such limited purpose. Once fransmitted, aU meter read data shall become the sole property of Ricoh and may be utilized for biUing purposes. 17.3 Software Support. To the extent tiie 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 by Ricoh). 17.4 Scope of Repafr 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 necessaty 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 confract); (d) removable cassette, copy cabinet, exit frays, or any item not related to the mechanical or elecfrical operation of the Covered Equipment; (e) supply of consumable supplies such as paper or staples, unless expressly provided for in the Order Form; (f) repafrs and/or service caUs resultmg 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 extemal to the Covered Equipment, includiag problems resulting from overloaded or improper circuits; and (j) charges for instaUation 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 Form. 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 obUgation to provide or install any anti-viras of similar software and the scope of services contemplated hereby does not include any such Services. Ricoh may tenninate 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 persoimel 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 bemg 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 wiU provide for the preparation of the designated space in its facUity for the Center(s), including any elecfrical work required for installation or operation of all Covered Equipment required under this Agreement, (b) Customer will provide adequate elecfrical service, telephone service, custodial service, afr ventilation, heating and cooling systems for each Center and any Covered Equipment and wiU provide the access needed for equipment maintenance, repair, installation and removal, (c) To operate the Center(s), Customer shaU provide: (i) the office supplies (such as paper clips, staples, staplers, tape, etc.); and (ii) the office equipment (such as desks, shelves, telephones, file caliinets, table and chairs) that Customer and Ricoh mutually agree is necessaty. (d) Customer agrees to provide a proper place for the use of the Covered Equipment, including elecfric 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 wiU designate a key operator for the Covered Equipment who wiU be primarily responsible for the use and care of the Covered Equipment on behalf of Customer, and wiU be the Master Service Agreement Rev. 02/01/14 - Page 5 86397vl Feb. 23, 2021 Item #4 Page 20 of 64 primaty point of contact for Personnel on Covered Equipment-related matters. Customer will make key operators available for instraction in use and care of the Covered Equipment. Unless otherwise agreed upon by Ricoh in writing or designated in the applicable Order Form, all suppUes for use with the Covered Equipment will be provided by Customer and wiU be available "on-site" for servicing. Customer agrees that any systems utilizing similar supplies must be covered under similar inclusive service programs, (e) Customer wiU maintain the designated space for the Center(s) free from any unsafe conditions and will make available to the Ricoh personnel and subconfractors any safety equipment or materials provided by Customer to Customer's own employees and subconfractors. (f) Customer shall provide adequate security for equipment, suppUes, and other items of value utilized by Ricoh m 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 negUgently or willfiilly 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 shaU not constitute a breach of this Agreement or other default by Ricoh. 19. Out of Scope Services. Notwithstanding anj^ing to the confraty set forth herein or any cunent or fiiture 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 LLS^BILITY 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 tiiis purpose, tiie term "Out of Scope Services" shall include by way of illusfration and not to be limited to any and all of the following: the operation or maintenance of any heavy equipment or machinety, including forklifts and stackers; the use or operation of any non-Ricoh vehicles; the handling or delivety of cash, checks, securities or negotiable mstruments; 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 delivety of explosives, drags, chemicals, hazardous wastes, biological materials, medical supplies, medical wastes, food items, organic and other perishables. In the event that Customer desfres 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 shaU not be unreasonably withheld. 21. Governing Law. This Agreement and any United States Order Form shall be govemed by the laws of the State of Califomia both as to interpretation and perfonnance, without regard to its choice of law requfrements. All other Order Forms shall be govemed 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 contaiaed 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 wiU 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 m 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 constmed 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 shaU be consti^ied as though it did not contain the particular provision held to be -invalid or unenforceable. Each party agrees that elecfronic signatures of the parties on this Agreement and any Order Form wiU 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 conceming 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 Uability 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 defined in Section 103 of the Intemal 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 goveming 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, the Order Form to this Agreement shall terminate effective at the end of the fiscal year for which funds were appropriated and Customer wiU not be obligated to make any payments imder such Order Form to this Agreement beyond the amount appropriated for payment obUgations under the Order Form to this Agreement. Customer wiU provide Ricoh with written notice of non-appropriation of funds withm thirty (30) calendar days after action is completed by Customer's goveming board. However, Customer's failure to provide such notice shaU not extend the Order Form to this Agreement into a fiscal year in which sufficient fimds have not been 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 infroductoty clause. Master Service Agreement - Rev. 02/01/14 Page 6 86397vl Feb. 23, 2021 Item #4 Page 21 of 64 CUSTOMER RICOH USA, INC. By: By: Name: Name: Title: Title: Approved as to Form CELIA A. BREW; tant City Attomey VD Feb. 23, 2021 Item #4 Page 22 of 64 RICOH Exhibit 3 SERVICE ORDER CUSTOMER INFORMATION Order Number TBD Full Legal Name City of Carlsbad, a municipal corporation Address 1200 Carlsbad ViUage Dr City Carlsbad | State | CA | Zip Code j 92008 This Service Order is made pursuant to the Master Service Agreement dated Carlsbad (the "Agreement"). This Service Order shall be effective as of _ , between Ricoh USA, Inc. and City of _, and shall have a (60) month term ("Initial Term") for performance unless earlier terminated as expressly provided herein. 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 either 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. If the entity identified as the customer above is not the "Customer" listed in the Agreement, such entity acknowledges that it is a Customer Affiliate and, solely with respect to this Service Order, agrees to be bound by the Agreement and this Service Order as the "Customer." All terms and conditions of the Agreement are incorporated into this Service Order and made a part hereof. It is the 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 part 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. EXHIBITS S Exhibit A - Services, Personnel and Fees • Exhibit B - Ricoh-Provided Equipment S Exhibit C - Customer-Provided Equipment SERVICE RIDERS n Managed Services Rider • Managed Print Services Rider ^ Professional Services Statement(s) of Work O Equipment Rider The parties have executed this Service Order as of the date first written above. CUSTOMER RICOH USA, INC. By: By: Name: Name: Title: Title: Date: Date: Approved as to Form CELLA A. BRE^ Attorney Sr. Asi'y&^t City Attomey Service Order - Page 1 86398vl Feb. 23, 2021 Item #4 Page 23 of 64 EXHIBIT A TO SERVICE ORDER MASTER SERVICE AGREEMENT - SERVICES, PERSONNEL AND FEES Ricoh agrees to provide the following Services for the base minimum service fee: $7,404.00 per month (the "Minimum Service Fee") This Service order will not exceed $100,000 per year.- X X Equipment Repair and Maintenance Services; Supplies; Software Support H Equipment Repair and Maintenance Services 13 SuppUes M Software Support Managed Services Copy/Print Services D Mail Services D Courier Services n Receptionist Services [H Imaging Services Q Records Management Services D Business Information Services la Otiier: RMMSC • ! of Operation: i of Operation:. ! of Operation: ! of Operation:. ; of Operation: ; of Operation: ; of Operation: Hours ( Hours ( Hours < Hours ( Hours ( Hours ( Hours ( Hours of Operation: 24X7 Managed Print Services 13 Fleet Management Services 13 Print Policy Govemance ^ Consumables Management Services n Multi-vendor Management Q Marcom Cenfral Solution® S InteUigent Device Monitoring [3 @Remote Enterprise Pro Professional Services Ricoh will provide the following Services to Customer pursuant to a Ricoh Statement of Work: 13 Project Management ^ Change Management Consulting • Document Workflow Consulting D Professional Services Engineering Block of Hours • Otiier: D Equipment via Service Order D Managed Print Services Utility Model - Printers AU other Services shall be agreed upon from time-to-time by Customer and Ricoh in writing. CENTER Ricoh wiU perform tiie Services at the foUowing Customer location(s): All City of Carlsbad Locations PERSONNEL Ricoh will provide the following Personnel to perform the Services specified above: RICOH 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 cunent 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 a.m. 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 Feb. 23, 2021 Item #4 Page 24 of 64 MINIMUM SERVICE FEES As part of the Minimum Service Fee Usted above, Customer is entitled to use the number of [monthly] Base Images specified below: Base Images Rate Service Level Ricoh-Production Equipment Black & White 343,606 .006 Gold Ricoh-Production Equipment Color 74,222 .05 Gold Ricoh-Wide Fonnat Equipment (per linear ft.) Black & White 0 .20 Gold Ricoh-Wide Fonnat Equipment (per linear ft.) Color 0 .30 Gold Separate from and in addition to the Minimum Service Fee listed above. Customer wiU 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 requfres the Services to be provided by any Personnel in excess of an eight (8) hour workday, during or beyond Normal Business Hours, Ricoh will provide overtime Services and wiU invoice Customer for such overtime. Overtime wiU be charged at Ricoh's then-current overtime rates, with a Three (3) hour per Personnel minimum overtime charge when the overtime is not directiy 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-cunent 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 fiiel surcharges assessed from time to time, courier and/or carrier fees dfrectly as deemed necessaty to provide the Services. Ricoh shaU not bear or be responsible for any costs related to Customer's freight, delivety and/or mail costs and, to the extent Ricoh pays such costs. Customer shall immediately reimburse Ricoh. SERVICE LEVELS If Ricoh is engaged to provide Equipment Repafr 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 wiU 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 negUgence. 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 wiU be documented by a conective 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 delivety conection actions, the addition of incremental capacity, modification to service process due to changes fri facilities logistics and envfronment. Maintenance Consumables Additional Supplies Parts Labor Toner, frik* Preventative Maintenance Kits Staples Paper Gold YES YES YES YES YES No Silver YES YES YES YES No No Bronze YES YES No No No No *MieR toner is not included Service Order - Page 3 WS 86398vl Feb. 23, 2021 Item #4 Page 25 of 64 ExfflBiT 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 MAINT KITS MAKE Qty METER LEVEL INCLUDED FOR TERM INCLUDED FOR TERM Ricoh MPC2503 27 n/a TBD Gold Yes Yes Ricoh MPC4503 14 n/a TBD Gold Yes Yes Ricoh MPC5503 3 n/a TBD Gold Yes Yes Ricoh MPC6003 5 ,n/a TBD Gold Yes Yes Ricoh MPC6502SP 3 n/a TBD Gold Yes Yes Ricoh MPC8002SP 9 n/a TBD Gold Yes Yes Ricoh MP401SPF 41 n/a TBD Gold Yes Yes Ricoh MPC305SPF 11 n/a TBD Gold Yes Yes Ricoh W2200SP 7 n/a TBD ^ Gold Yes Yes Espon T7270 1 n/a TBD Gold Yes Yes Epson T5270 1 n/a TBD Gold Yes Yes Ricoh SP204SN 2 n/a TBD Gold Yes Yes Non-Leased Equipment (Equipment provided by Ricoh as part of the Services): MAKE MODEL START METER SERIAL NUMBER SERVICE TONER CARTS LEVEL INCLUDED FOR MAINT KITS INCLUDED FOR TERM (Q) (0) (0) Phone(s) & Pagers Hand-held radio(s) Personal computer (as needed for Ricoh adminisfrative requirements) Service Order - Page 4 I a- 86398vl Feb. 23, 2021 Item #4 Page 26 of 64 EXHIBIT 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 SERVICE TONER CARTS MAINT KITS METER NUMBER LEVEL INCLUDED FOR INCLUDED FOR TERM TERM HP Laserjet n/a JPACG5508X Gold Yes 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 START SERIAL METER NUMBER Service Order - Page 5 86398vl Feb. 23, 2021 Item #4 Page 27 of 64 Exhibit 4 Statement of Work City of Carlsba(d RICOH imagine, change. Implementation of; • Output Manager • Autostore Express • RightFax By: Liam Daly & Tony Barton 7-1-2015 4 V3.6 Ricoh USA, lnc,| Implementation: Output Manager, Autostore Express & RightFax 86400vl Feb. 23, 2021 Item #4 Page 28 of 64 RICOH imagine, change. TABLE OF CONTENTS PROPRIETARY & CONFIDENTIAL INFORMATION ERRORI BOOKMARK NOT DEFINED. INTRODUCTION 5 PROJEa 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. | Implementation: Output Manager, Autostore Express & RightFax 86400V1 Feb. 23, 2021 Item #4 Page 29 of 64 RICOH imagine, change. SUPPORTED DATABASE MANAGEMENT SYSTEMS 29 ADDITIONAL SOFTWARE 29 V3.9 Ricoh USA, Inc.j Implementation: Output Manager, Autostore Express & RightFax 86400V1 Feb. 23, 2021 Item #4 Page 30 of 64 RICOH imagine, change. © 2015 RICOH USA, INC. all rights reserved. Design Record Number: DR15667116 V3.9 Ricoh USA, Inc.j Implementation: Output Manager, Autostore Express & RightFax 86400vl Feb. 23, 2021 Item #4 Page 31 of 64 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 ofthe 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 foliowing 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.j Implementation: Output Manager, Autostore Express & RightFax 86400vl Feb. 23, 2021 Item #4 Page 32 of 64 RICOH imagine, change. Customer Location The following Customer locations are included in the scope of this Project. ; [ia&iiit\!lHIHjHjHMHMHH Alga Norte Park P&R Alga 6565 Alicante Ave Aviara Modular P&R Aviara 6440 Ambrosia Lane Calavera Community Center P&R Calavera 2997 Glasgow Drive Carlsbad Safety Training Center Pol Safety Training 5750 Orion Street Carrillo Ranch P&R Carrillo 6200 Flying LC Lane City Administration City Faraday 1635 Faraday Avenue City Hall Chambers City Chambers 1200 Carlsbad Village Drive City Hall Complex City City Hall 1200 Carlsbad Village Drive City Yard CSD Oak 405 Oak Avenue City Yard Modular Building CSD Oak 405 Oak Avenue Cole Library Lib Cole 1250 Carlsbad Village Drive Community Swim Complex P&R Monroe 3401 Monroe Street Cultural Arts Lib Arts 1255 Elmwood Avenue Fire Station #1 Fire Sta1 1275 Carlsbad Village Drive Fire Station #2 Fire Sta2 1906 Arenal Road Fire Station #3 Fire StaS 3701 Catalina Drive Fire Station #4 Fire Sta4 6885 Batiquitos Lane Fire Station #5 Fire StaS 2540 Orion Way Fire Station #6 Fire Sta6 7201 Rancho Santa Fe Road Fleet Yard PW Fleet 2480 Impala Drive Harding Community Center P&R Harding 3096 Harding Street Holiday House P&R Holiday Chestnut Pl & Pio Pico Kruger House P&R Kruger 3251 Eureka Place Library Learning Center Lib LLC 3368 Eureka Place Main Library Lib Dove 1775 Dove Lane Parks Administration Parks Parks 1166 Carlsbad Village Drive Parks Modular Bldg/Break Room P&R Parks 1166 Carlsbad Village Drive Safety Center Pol Safety 2560 Orion Way Scout House P&R Scout 3300 Pio Pico Drive Senior Center P&R Senior 799 Pine Street Stage Coach Community Center P&R Stagecoach 3420 Camino de los Coches Stay & Play P&R 3330 Harding Street Water District Wtr Water 5950 El Camino Real Water District Modular Wtr Water 5950 El Camino Real V3.9 Ricoh USA, Inc.j Implementation: Output Manager, Autostore Express & RightFax 85400V1 Feb. 23, 2021 Item #4 Page 33 of 64 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 resoiution 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 resoiution. 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 aiso 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.j Implementation: Output Manager, Autostore Express & RightFax 86400vl Feb. 23, 2021 Item #4 Page 34 of 64 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 forthe 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 priorto the completion ofthe 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 ofthe 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 Pian. The V3.9 Ricoh USA, Inc. j Implementation: Output Manager, Autostore Express & RightFax 86400vl Feb. 23, 2021 Item #4 Page 35 of 64 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 server will include the following: V3.9 Ricoh USA, Inc.j Implementation: Output Manager, Autostore Express & RightFax 86400vl Feb. 23, 2021 Item #4 Page 36 of 64 RICOH imagine, change. • Install OpenText RightFax 10.6 on servers meeting the requirements specified in Appendix E. • Install OpenText 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 Desigri documents. Ricoh will provide preliminary system testing and demonstrate compliance with requirements from the Design documents. Checkpoint: 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 users. • Administrator Training V3.9 Ricoh USA, Inc.] Implementation: Output Manager, Autostore Express & RightFax 86400vl Feb. 23, 2021 Item #4 Page 37 of 64 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 ofthe administrative features ofthe 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. Ricoh will conduct "Administrator Training" for NSi Output Manager, Autostore and RightFax. Ricoh will provide to the customer documentation of our specific functionality and usage instructions, which will be used for customer "Train the Trainer" training. Checkpoint: 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 (5) 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.j Implementation: Output Manager, Autostore Express & RightFax 86400vl Feb. 23, 2021 Item #4 Page 38 of 64 RICOH Imagine, change. 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. 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 signoff 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, 4**^ 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 the 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.j Implementation: Output Manager, Autostore Express & RightFax SO 86400V1 Feb. 23, 2021 Item #4 Page 39 of 64 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 spftware. 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 of Time 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/Timeline 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.j Implementation: Output Manager, Autostore Express & RightFax 86400vl Feb. 23, 2021 Item #4 Page 40 of 64 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 / 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 wiil ensure any additional cable points required are in place and functioning as per manufacturer specifications. Customer wili 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.j Implementation: Output Manager, Autostore Express & RightFax 86400vl 0^ Feb. 23, 2021 Item #4 Page 41 of 64 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 ofthe 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 RICOH. 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 priorto 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 addresses, whether static or using DHCP, for network devices instaiied as part of the solution. V3.9 Ricoh USA, Inc.j Implementation: Output Manager, Autostore Express & RightFax 86400vl Feb. 23, 2021 Item #4 Page 42 of 64 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 ofthe 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 of this 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 items to be available, installed, configured and operational in advance of commencement of the Services. • Obtain all "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.j Implementation: Output Manager, Autostore Express & RightFax 86400vl Feb. 23, 2021 Item #4 Page 43 of 64 RICOH imagine, change. material that is obscene, profane, pornographic, abusive, defamatory or otherwise offensive or objectionable, (ii) achieve unauthorized 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 anyway, information, software or other material that is protected by copyright, or other proprietary right, without obtaining permission of the 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 deliverables that meet its needs. Customer is solely responsible for the results obtained from the use ofthe 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 obligations; 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 ioss 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 ofthe 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 of this SOW are required. V3.9 Ricoh USA, Inc. j Implementation: Output Manager, Autostore Express & RightFax K^^^H 85400vl Feb. 23, 2021 Item #4 Page 44 of 64 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 ofthe 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.j Implementation: Output Manager, Autostore Express & RightFax 86400V1 Feb. 23, 2021 Item #4 Page 45 of 64 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 Ricoh). 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.j Implementation: Output Manager, Autostore Express & RightFax 5" 86400vl Feb. 23, 2021 Item #4 Page 46 of 64 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 Securitv: 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 Warrantv for Services: Limitation of Uability. 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 DELIVERABLES 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.j Implementation: Output Manager, Autostore Express & RightFax 86400vl Feb. 23, 2021 Item #4 Page 47 of 64 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 wprldwide, 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". Ali 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.j Implementation: Output Manager, Autostore Express & RightFax 86400vl Feb. 23, 2021 Item #4 Page 48 of 64 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 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 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. 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 legai 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. j Implementation: Output Manager, Autostore Express & RightFax AO 86400vl Feb. 23, 2021 Item #4 Page 49 of 64 RICOH imagine, change. Services, and any and all decisions arising with respect to the deletion or storage of any data, as well as any loss, 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 ofthe 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.j Implementation: Output Manager, Autostore Express & RightFax 86400vl Feb. 23, 2021 Item #4 Page 50 of 64 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. RICOH PRELIMINARY REVIEW Preliminary Review Signature - Approval (Branch Management-SrMoD) Name and Title Date CUSTOMER ACCEPTANCE Authorized Signature Name and Title Date RICOH ACCEPTANCE Authorized Signature (Ml, SrMoD, MVP or Higher) Name and Title Date PLEASE PRINT THE NAME AND TITLE OF THE SIGNER IN THE APPROPRIATE SIGNATURE BLOCK. Approved as toJorm CEllArAr^^E^/i^trQty Attorney Assistant City Atto rn ey V3.9 Ricoh USA, Inc.j Implementation: Output Manager, Autostore Express & RightFax 86400V1 Feb. 23, 2021 Item #4 Page 51 of 64 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. j Implementation: Output Manager, Autostore Express & RightFax 86400vl Feb. 23, 2021 Item #4 Page 52 of 64 RICOH imagine, change. Appendix B: System Diagram This is a high level infrastructure diagram ofthe software solutions. Each ofthe two, distinct systems wil have the depicted servers. City of Carlsbad Integrated System Overview F^irHJctos-> - -Secure Queue ae- »- Da-ect Queue Existing Print Servers with OM port monitor Windows Server PrinlJob Ricoh MFP Fieet with NSi unified client software Scanned ftocumenis User AulheflWiaUon —. _ Scanned citojmertts • RightFax Sysiem NSi Autostore Server Window/s Server E-mail Server Scanned docuni&nis Scarrted File Server NSi Output Manager Database Manager Windows Server User / MFP AuthejiScation Domain Controller Ton/Barton Advanced Workflow SpeciaSal En!erptise Services Delivery 6-15-2015 RICOH im:aginc', chisnge. V3.9 Ricoh USA, Inc.j Implementation: Output Manager, Autostore Express & RightFax 86400vl Feb. 23, 2021 Item #4 Page 53 of 64 RICOH imagine, change. Appendix C: NSi Output Manager System Requirements Hardware • 3.0 GHz or equivalent multiple core processor • 4 GB or greater is recommended • 500 GB hard drive • Network Interface Card Supported Operating systems Windows 2012 (64-bit) Windows 8 (32\64-bit) Windows 7 (32\64-bit) SPI 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 (vIVIotion is supported but with licensing restrictions) .NET Framework • Microsoft .NET Framework version 4.0 Database Management Systems • SQL Sen/er 2005 SQL Server 2008 V3.9 Ricoh USA, Inc.j Implementation: Output Manager, Autostore Express & RightFax 86400vl Feb. 23, 2021 Item #4 Page 54 of 64 RICOH imagine, change. Appendix D: NSi Autostore Server System Requirements Hardware • 2 GHz Processor • 4 GB or greater is recommended • Minimumof 10 GB of hard disk space • Network Interface Card Supported Windows operating systems Windows 7 (32\64 bit) Professional Windows 2008 R2 SPI 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. j Implementation: Output Manager, Autostore Express & RightFax NO 85400vl Feb. 23, 2021 Item #4 Page 55 of 64 RICOH imagine, change. Appendix E: RightFax Server System Requirements Hardware 3 GHz Processor 4 GB or greater is recommended ' Minimum of 10 GB 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 SQLServer 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 Interoperability Assemblies 2005* Microsoft Visual C++ runtime components* Microsoft Internet Information Services (IIS) 6.0 SP2 or later V3.9 Ricoh USA, Inc.j Implementation: Output Manager, Autostore Express & RightFax 86400V1 Feb. 23, 2021 Item #4 Page 56 of 64 RICOH imagine, change. IIS 6 Management Tools must be installed on Windows Server 2008 Microsoft .NET 4.5 Framework* Microsoft Data Access Components* Microsoft Internet Explorer 6 SPI 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*lnstalled during RightFax setup V3.9 Ricoh USA, Inc.j Implementation: Output Manager, Autostore Express & RightFax 86400vl Feb. 23, 2021 Item #4 Page 57 of 64 RICOH Exhibit 5 Ricoh USA, Inc. 70 Valley Stream Parkway Malvern, PA 19355 Master Lease Agreement Number: TBD CUSTOMER INFORMATION Full Legal Name City of Carlsbad, a municipal corporation Address 1200 Carlsbad Village Drive City Carlsbad State CA Zip 92008 Contact Randy Lagman Telephone Number 760-602-2789 Federal Tax ID Number* Facsimile Number E-mail Address 00 Not Insert Social Security Nvmber) TBD Randy.Iagman@carlsbadca.gov *Not required for State and Local Govemment entities. This Master Lease Agreement ("Lease Agreement") has been written in clear, easy to understand English. When we use the words "you", "your" or "Customer" in this Lease Agreement, we mean you, our customer, as indicated above. When we use the words "we", "us" or "our" in this Lease Agreement, we mean Ricoh USA, Inc. ("Ricoh") or, if we assign this Lease Agreement or any Schedules executed in accordance with this Lease Agreement, pursuant to Section 13 below, the Assignee (as defmed below). Our corporate office is located at 70 Valley Stream Parkway, Malvern, PA 19355. 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 afSxed to the property and any license or subscription rights associated with the property) will be collectively referred to as "Product" The manufacturer ofthe 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." Schedules: Delivery and Acceptance. Each Schedule that incorporates this Lease Agreement shall be govemed 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 a complete agreement separate and distinct from this Lease Agreement and any other Schedule. In the event of a conflict between the terms of this Lease Agreement and any Schedule, the terms of such Schedule shall govem and conti-ol, but only with respect to the Product subject to such Schedule. The tennination of this Lease Agreement will not affect any Schedule executed prior to the effective date of such termination. When you receive the Product, you agree to inspect it to determine it is in good working order. Scheduled Payments (as specified in the applicable Schedule) will begin on the Product delivery and acceptance date ("Effective Date"). You agree to sign and retum to us a delivery and acceptance certificate (which, at our request, may be done electionically) within three (3) business days after any Product is installed. Term: Pavments. 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 of 5% ofthe 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 tiie Product, which amounts may be included in your Payment or billed separately. You agree to pay $25.00 for each check retumed for insufficient fiuids or for any other reason. You also agree fliat, 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 "net" 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 fliat 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. Product Location: Use and Repair. You will keep and use the Product only at the Product Location shown in flie applicable Schedule. You will not move the Product from the location specified in the applicable Schedule or make any alterations, additions or replacements to flie 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 (tiie "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 ofthe Product and our property at no cost or expense to us. We may inspect the Product at any reasonable time. 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, confrol or use of flie 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 wifli respect to the Product during the term of tiie applicable Schedule. If we are required to pay upfront 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 first invoice to receive a credit/waiver of sales tax. Warranties. We ti^ansfer to you, without recourse, for flie term of each Schedule, any written warranties made by the Manufacturer or Software Supplier (as defmed in Section 10 of fliis 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 wifli 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. 86403vl Ricoh® and the Ricoh Logo iire registered trademaits of Ricoh Company, Ltd. Page 1 ot 4 Customer Initials Feb. 23, 2021 Item #4 Page 58 of 64 . WARRANTIES OF MERCHANTABILITY OR FfTNESS FOR A PARTICULAR PURPOSE. AS TO US AND OUR ASSIGNEE, YOU LEASE OR RENT THE PRODUCT "AS-IS." The only warranties, express or raiplied, made to you are the warranties (if any) made by the Manufacturer and/or Servicer to you in any documents, oflier flian fliis Lease Agreement, executed by and between flie Manufactiirer and/or Servicer and you. YOU AGREE THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE ARE NOT RESPONSIBLE FOR, AND YOU WILL NOT MAKE ANY CLAIM AGAINST US FOR, ANY CONSEQUENTLY, SPECIAL, OR INDIRECT DAMAGES. 7. Loss or Damage. You are responsible for any fliefl of, destmction of, or damage to flie Product (collectively, "Loss") from any cause at all, whetiier or not insured, from the time of Product delivery to you until it is delivered to us at flie 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 flie amounts specified in Section 12 below, or (c) replace the Product with equipment of like age and capacity from Ricoh. 8. Liabilitv and Insurance. You agree to maintain insurance, whether through self-insurance or otherwise, to cover the Product for all fypes 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 flie Payment obligations under this Lease Agreement until the Payment obligations are fully satisfied. 9. Title: Recording. We are the owner of and will hold titie to the Product (except for any Software). You will keep the Product free of all liens and encumbrances. Except as reflected on any Schedule, you agree that this Lease Agreement is a tine 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 flie applicable Schedule (including any replacements, substitiitions, additions, attachments and proceeds) as security for the payment ofthe amounts under each Schedule. You authorize us to file a copy of fliis Lease Agreement and/or any Schedule as a financing statement, and you agree to promptiy 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, tifle 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 ofthe 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 ofthe following is a "Default" under this Lease Agreement and all Schedules: (a) you fail to pay any Payment or any otiier 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 bankraptcy or insolvency law or a tmstee, 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 concem or fransfers all or substantially all of such guarantor's assets, or (f) you stop doing business as a going concem or tiansfer aU or substantially all of your assets. 12. Remedies. If a Defauh 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 flie remainder ofthe term of each Schedule plus the present value of our anticipated value of the Product at the end of flie 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 flie date of default until paid at the rate of 1.5% per month, but in no event more than flie 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 forfli in Section 14; (d) we or our representative may peacefully repossess the Product without court order and you will not make any clauns against us for damages or frespass 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 includmg the disabling (on-site or by remote communication) of any Software; (g) we may demand flie immediate rehim and obtain possession ofthe Software and re-license the Software at a public or private sale; (h) we may cause the Software Supplier to termmate 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 ofthe Product under such terms and conditions as may be acceptable to us in our discretion. You agree to pay all of our costs of enforcing our rights against you, including reasonable attorneys' fees, and all costs related to the sale or disposition of flie Product including, wifliout limitation, mcidental 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 wifli or without notice, at a public or private disposition, and to apply flie net proceeds (after we have deducted all costs, mcluding reasonable attomeys' fees) to flie 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 wiflflield). You agree that we may sell or • assign all or a portion of our interests in flie Product and/or fliis Lease Agreement or any Schedule without notice to you even if less flian all the Payments have been assigned. In that event, the assignee (the "Assignee") will have such rights as we assign to tliem but none of our obligations (we will keep those obligations) and the rights of flie 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- Retiim 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 RENEWAL, WE HAVE THE RIGHT, UPON THIRTY (30) DAYS NOTICE, TO DEIvLWD THAT YOU RETURN THE PRODUCT TO US IN ACCORDANCE WITH THE TERMS OF THIS SECTION 14. Notwiflistanding flie 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 wifli a legally enforceable option to compel any such extension or renewal. At the end of or upon termination of each Schedule, you will immediately retiim flie Product subject to such expired Schedule to us (or our designee), to flie 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-installuig, and crating expenses of flie Product and will insure flie Product for its full replacement value during shipping. You must pay additional monthly Payments at the same rate as flien m effect under a Schedule, until the Product is retiimed by you and is received in good condition and working order by us or our designees. Notwithstanding anyfliing to the confrary set forfli 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, wheflier flirough a digital storage device, hard drive or other elecfronic medium ("Data Management Services"). If desired, you may engage Ricoh to perform Data Management Services at flien-prevailing rates. You acknowledge that you are responsible for ensuring your own compliance with legal requirements in connection wifli data retention and protection and that we do not provide legal advice or represent that the Products will guarantee compliance witfi such requirements. The MSTLSE MA 02.13 Ricoh® and the Ricoh Logo are registered trademiirks of Ricoh Company, Ltd. Page 2^; 86403V1 Customer Initials Feb. 23, 2021 Item #4 Page 59 of 64 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 flie intent of flie parties that fliis Lease Agreement and any Schedule shall be deemed and constitiite a "finance lease" as defined under and govemed by ' Article 2A of flie 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 fliis Lease Agreement or any Schedule, nor have any oflier legal effect and shall serve only flie purpose of identifying tiie equipment ordered. You authorize us to supply any missing "configure to order" number ("CTO"), oflier equipment identification numbers (including, wifliout limitation, serial numbers), agreement/schedule identification numbers and/or dates in fliis Lease Agreement or any Schedule. You acknowledge fliat you have not been induced to enter into fliis Lease Agreement by any representation or warranty not expressly set forth in this Lease Agreement Neither fliis Lease Agreement nor any Schedule is binding on us until we sign it Any change in any ofthe terms and conditions of fliis 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 fliis Lease Agreement wifli respect to any or all Schedules, we will still be able to enforce fliose rights at a later time. All notices shall be given in writing and sent eiflier (a) by certified mail or recognized ovemight delivery service, postage prepaid, addressed to the parfy receiving the notice at flie address shown on the front of this Lease Agreement, or (b) by facsimile fransmission, wifli oral confmnation, to flie facsimile number shown below such parfy's signature on this Lease Agreement. Either party may change its address or facsimile number by giving written notice of such change to flie oflier party. Notices shall be effective on flie 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 fliis Lease Agreement or any Schedule, each customer agrees fliat its liabilify is joint and several. It is the express intent ofthe parties not to violate any applicable usury laws or to exceed flie maximum amount of time price differential or interest, as appHcable, permitted to be charged or collected by applicable law, and any such excess payment will be applied to payments in the order of maturify, and any remaining excess will be refunded to you. We make no representation or warranfy of any kind, express or implied, wifli respect to the legal, tax or accounting freafrnent of fliis Lease Agreement and any Schedule and you acknowledge fliat we are an independent confractor 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 ofthe proper accounting freafrnent of this Lease Agreement or any Schedule. We may receive compensation from the Manufacturer or supplier ofthe Product in order to enable us to reduce the cost of leasing or renting tiie Product to you under tiiis Lease Agreement or any Schedule below what we oflierwise would charge. If we received such compensation, flie reduction in flie cost of leasing or renting ttie Product is reflected in flie Minimum Payment specified in flie 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 fliird parties having an economic interest in tiiis Lease Agreement, any Schedule or tiie Product. You agree to provide updated annual and/or quarterly financial statements to us upon request. 16 Goveming Law: Jurisdiction: Waiver of Trial Bv 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 Ot CALIFORNU. 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 signatiire and/or is in our possession or confrol shall constitiite chattel paper as fliat tenn is defined in flie UCC and shall constitute flie original agreement for all purposes, including, wifliout limitation, (a) any hearing, frial or proceeding with respect to such Schedule, and (b) any determination as to which version of such Schedule constitutes the single tine original item of chattel paper under the UCC. If you sign and fransmit a Schedule to us by facsimile or other elecfronic transmission, tiie facsimile or such elecfronic transmission of such Schedule, upon execution by us (manually or elecfronically, as applicable), shall be binding upon the parties. You agree that the facsimile or other elecfronic fransmission of a Schedule containing your facsimile or otiier electionically fransmitted signature, which is manually or elecfronically signed by us, shall constitute flie original agreement for all purposes, including, without limitation, those outiined above in this Section. You agree to deliver to us upon our request the counterpart of such Schedule containing your original manual signature. 18 State and Local Govemment Provisions. If flie Customer is a State or political subdivision of a State, as those terms are defined in Section 103 ofthe Intemal Revenue Code, the following additional terms and conditions shall apply: (a) Essentiality. During the term of fliis Lease Agreement and any Schedule, the Product will be used solely for the purpose of performing one or more govemmental or proprietary functions consistent with the permissible scope of your authorify. You represent and wanant fliat the use of the Product is essential to performing such govemmental or proprietary fimctions. (b) Non-Appropriation/Non-Substitiition. (i) If all of flie foUowmg shall occur; (A) your goveming body fails to appropriate sufficient monies in any fiscal period for rentals and oflier payments coming due under a Schedule to fliis Lease Agreement in flie next succeeding fiscal period for any equipment which will perform services and functions which in whole or m part are essentially the same services and fimctions performed by the Product covered by any such Schedule, (B) other fimds 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, flien a "Non-Appropriation" shall be deemed to have occurred, (ii) If a Non-Appropriation occurs, flien: (A) you must give us immediate notice of such Non-Appropriation and provide written notice of such failure by your goveming body at least sixty (60) days prior to the end of flie then current fiscal year or if Non-Appropriation has not occurred by such date, immediately upon Non-Appropriation, (B) no later flian the last day of flie fiscal year for which appropriations were made for flie rental due under any Schedule to this Lease Agreement (flie "Rettim Date"), you shall refrim to us all, but not less flian all, of flie Product covered by such Schedule to fliis Lease Agreement, at your sole expense, in accordance wifli flie tenns hereof; and (C) any Schedule to fliis Lease Agreement shall terminate on flie Rettim Date wifliout penaify or expense to you and you shall not be obligated to pay flie rentals beyond such fiscal year, provided that (x) you shall pay any and all rentals and oflier payments due up flirough flie end ofthe last day of tiie fiscal year for which appropriations were made and (y) you shall pay month-to-month rent at the rate set fortii in any such Schedule for each month or part thereof that you fail to rehim flie 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, confuming flie Non-Appropriation and providing reasonably sufficient proof of such Non-Appropriation. (c) Funding Intent. You represent and warrant to us fliat you presently intend to continue this Lease Agreement and any Schedule hereto for tiie 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 fliat appropriation for rentals is a govemmental fiinction to which you cannot confractually commit yourself in advance and this Lease Agreement shall not constihite such a commitment To the extent permitted by law, the person or entify in charge of MSTLSE M A 02.13 Ricoh* and the Ricoh Logo are registered trademarks of Ricoh Compiuiy, Ltd. Page 3-cf 4 86403vl Customer Initials Feb. 23, 2021 Item #4 Page 60 of 64 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 Aufliorization. (i) You represent and wanant to us fliat: (A) you are a State or political subdivision of a State, as those terms are defined in Section 103 of the Intemal Revenue Code; (B) you have the power and authorify to enter into this Lease Agreement and aU 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 fiirther approval, consent or wifliholding of objections is required from any govemmental authorify with respect to this Lease Agreement or any Schedule to fliis Lease Agreement (ii) If and to flie extent required by us, you agree to provide us wifli an opinion of independent counsel (who shall be reasonably acceptable to us) confuming flie foregoing and other related matters, in form and substance acceptable to us. (iii) You agree to take all required actions and to file all necessary fotms, 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 oflier 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) ofthe Intemal 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 AUTHORTTY TO DO SO. CUSTOMER Accepted by: RICOH USA, INC. Bv: X Bv: Authorized Signer Signature Authorized Signer Signature Printed Name: Printed Name: Titie: Date: Titie; Date; Facsimile Number: Facsimile Number; Approved as to Form: CELIA A. BREWER, City Attomey MSTLSE MA 02.13 36403V1 Ricoh* and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 4 of4 Feb. 23, 2021 Item #4 Page 61 of 64 RICOH Ricoh USA, Inc. 70 Valley Stream Parkway Malvern, PA 19355 Product Schedule with Purchase Option Exhibit 6 Product Schedule Number: ^TBD Master Lease Agreement Number: TBD This Product Schedule with Purchase Option (this "Schedule") is between Ricoh USA Inc. ("we" or "us") and Cify of Carisbad, a municipal corporation, as customer or lessee ("Customer" or "you"). This Schedule constitiites a "Schedule," "Product Schedule," or "Order Agreement," as applicable, under the US Communities_Contiact (together with any amendments, attachments and addenda thereto, the "Lease Agreemenf') identified above, between you and JRicoh. All terms and conditions of the Lease Agreement are incorporated into this Schedule and made a part hereof If we are not the lessor under the Lease Agreement, then, solely for purposes of this Schedule, we shall be deemed to be the lessor under flie Lease Agreement. It is flie intent of flie parties that this Schedule be separately enforceable as a complete and independent agreement, independent of all other Schedules to the Lease Agreement CUSTOMER INFORMATION Cify of Carlsbad, a municipal corporation Accounts Payable Customer (Bill To) Cify of Carlsbad Attn; Accounts Payable 1635 Faraday Ave Carlsbad, CA 92008 Billing Contact Name Cify of Carlsbad Attn; Accounts Payable 1635 Faraday Ave Carlsbad, CA 92008 Product Location Address Billing Address (if different from location address) Various locations throughout the Cify of Carlsbad, Califomia. Cify Counfy State Zip Cify Counfy State Zip Billing Contact Telephone Number 760-602-2424 Billing Contact Facsimile Number 760-602-8553 Billing Contact E-Mail Address accounts .payable@carlsbadca. gov PRODUCT DESCRIPTION ("Product") Qfy Product Description: Make & Model 27 MP C2503 14 MP C4503 3 MP C5503 5 MP C6003 3 MP C6502 9 MP C8002 Qfy Product Description: Make & Model 41 MP401SPF 11 MPC305SPF 2 SP204SN 9 Wide Format PAYMENT SCHEDULE Minimum Payment (Without Tax) $ 26,526 Interest Rate 0.019604% per annum *(see note below) Minimum Payment Billing Frequency X Montiily r~l Quarterly • Oflier: Advance Payment X 1" Payment • 1" & Last Payment • Oflier; • Only applicable if the Purchase Option Price below is the $1.00 Purchase Option. Customer Billing Reference Number (P.O.#, etc.) TBD Sales Tax Exempt; • Yes (Attach Exemption Certificate) I.R.C. Section 103 Interest Tax Exempt: • Yes Addendum Attached: DYes (Check ifyes and indicate total number of pages: ) TERMS AND CONDITIONS 1. The first Payment will be due within tiiirty (30) days ofthe Effective Date. If the Lease Agreement uses flie terms "Lease Payment" and "Commencement Date" raflier flian "Paymenf' and "Effective Date," then, for purposes of fliis 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, tiie undersigned Customer, have applied to us to rent the above-described Product for lawfiil commercial (non-consumer) purposes. THIS IS AN UNCONDITIONAL, NON-CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ABOVE, except as oflierwise provided in any non- appropriation provision ofthe Lease Agreement, if applicable. If we accept this Schedule, you agree to rent the above Product from us, and we agree to rent such Product to you, on all tiie temis hereof including the tenns and conditions of flie Lease Agreement THIS WILL ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS SCHEDULE AND THE LEASE AGREEMENT AND HAVE RECEIVED A COPY OF THIS SCHEDULE AND THE LEASE AGREEMENT. 3. Purchase Option: (a) Purchase Option Price: LSEADD SLG-PS-PO 04.12 Ricoh® and the Ricoh Logo ave registered tradenuirks of Ricoh Company, Ltd. 03 Page 1 ot 3 Feb. 23, 2021 Item #4 Page 62 of 64 cn Fair Market Value Purchase Option (plus any applicable tax) X $1.00 Purchase Option (plus any applicable tax) (b) Unless the above Purchase Option price is the $1.00 Purchase Option, Customer agrees that this fransaction is a trae rental. If the above Purchase Option price is the $1.00 Purchase Option, then Customer Initials (i) notwithstanding anything to the confraty in the Lease Agreement, with respect to this Schedule only: It is the mutual intention of the parties that Customer shall be considered the o-wner of the Product (excluding all Software, which is owned and licensed to you by the Software Supplier) for various purposes, including federal income tax purposes, as of the Effective Date. You are entitled to all federal income tax benefits afforded to the owner of the Product, but we shall not be liable to you if you fail to secure or obtain such benefits. You will keep the Product free of all liens and encumbrances. You hereby grant to us a securify interest in the Product covered by this Schedule (including any replacements, substitutions, additions, attachments and proceeds) as securify for the payment ofthe amounts due or to become due under each Schedule: You are required to file all properfy tax retums where applicable and promptiy pay all property taxes that may be assessed against the Product and, if we are required by the applicable taxing jurisdiction to pay such taxes, you shall promptly reimburse us for such tax payments.; (ii) in the event of default under the Lease Agreement or this Schedule, we may exercise all rights and remedies of a secured party under applicable law, in addition to any and all rights and remedies we may otherwise have under the Lease Agreement, including, without limitation, the right to repossess the Product free and clear of any of your rights and interests in the Product; (iii) notwithstanding anything to the confrary in the Lease Agreement, if no default has occuned and is continuing under the Lease Agreement or this Schedule and all of your obligations under this Schedule have been satisfied, we will release any security interest that we may have in the Product, you shall have no obligation to provide any end-of-term notice to us, and this Schedule will terminate and not be renewed; and (iv) the total cost of the Product is an amount equal to the sum of the Minimum Payments set forfli above over the Minimum Term set forfli above, discounted to present value at the constant per annum Interest Rate set forth above. (c) If the above Purchase Option price is the Fair Market Value Purchase Option, then notwithstanding anything to the confrary in the Lease Agreement, if no default has occurred and is continuing under the Lease Agreement or this Schedule, you will have the option at the end of the original term, or any renewal term, of this Schedule to purchase, for the above Purchase Option price, all (but not less than all) of the related Product covered by this Schedule at a purchase price equal to the then-existing fair market value of such Product. You must give us at least thirty (30) days written notice, by certified or registered mail, before tlie end of the original term of this Schedule, or any renewal term, that you will purchase the related Product or that you will retum the related Product to us. In the event that you exercise such option, fair market value ofthe Product will be defined as the price a willing buyer will pay to a willing seller with no obligation to sell or purchase the Product in an open market If both parties cannot agree to a price, you may request an independent appraisal by an appraiser approved by us, and both parties agree to the value as determined by the appraiser. AU appraisal costs are to be bome by you. You agree to pay all sales tax, use tax and other simflar tax payable in connection with the purchase of the Product. If you do not give us such written notice or if you do not purchase or retum the related Product in accordance with the terms and conditions of the Lease Agreement and this Schedule, the original term bf this Schedule, or any renewal term, will automatically renew in accordance with the terms of Section 14 of the Lease Agreement This purchase option shall not apply to any Software. (d) If the above Purchase Option price is the Fair Market Value Purchase Option, then upon receipt by us of payment of the Purchase Option price described in clause (c) of this Paragraph 3, we will fransfer our interest in the related Product to you "AS IS, WHERE IS" without any representation or warranfy whatsoever, and this Schedule will terminate. 4. Both parties intend to comply with all applicable laws. In no event will we charge or collect any amounts in excess of tiiose allowed by applicable law. Any part of the Lease Agreement or this Schedule tiiat could, but for this Section, be read under any circumstance to allow for a charge higher than that allowable under applicable law is limited and modified by this Section to limit the amounts chargeable to the maximum amount allowed. If in any circumstance, any amount in excess of that allowed by law is charged or received, any such charge will be deemed limited by the amount legally allowed and any amount received by us in excess of that legally allowed will be applied by us to the payment of amounts legally owed under the Lease Agreement or refunded to Customer. 5. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEGAL, TAX OR ACCOUNTING TREATMENT OF THE LEASE AGREEMENT, THIS SCHEDULE OR THE TRANSACTIONS' EVIDENCED THEREBY. YOU ACKNOWLEDGE THAT WE ARE NOT AN AGENT OR A FIDUCL^Y OF CUSTOMER. YOU WILL OBTAIN YOUR OWN LEGAL, TAX AND ACCOUNTING ADVICE AND WILL MAKE YOUR OWN DETERMINATION OF THE PROPER TREATMENT OF THE LEASE AGREEMENT AND THIS SCHEDULE. THE PERSON SIGNING THIS SCHEDULE ON BEHALF OF THE CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORTTY TO DO SO. 6. Additional Provisions (if any) are; Approved as to_Jj CELIA Sr. J^isMmX Cify Attomey 6"^ LSE.ADD SLG-PS-PO 04.12 Ricoh® and tlie Ricoh Logo are registered trademarks of Ricoli Corapany, Ltd. Page 2 of 3 Feb. 23, 2021 Item #4 Page 63 of 64 CUSTOMER Accepted by: RICOH USA, INC. Bv: X Bv; Authorized Signer Signature Printed Name: Authorized Signer Signature Printed Name: Tifle; Date: Tifle: Date: LSEADD SLG-PS-PO 04. Ricoh® and the Ricoh Logo ai-e registered trademiirks of Ricoh Compiiny, Ltd. ^^6 Page 3 ot 3 Feb. 23, 2021 Item #4 Page 64 of 64 4. Amendments to Master Service Agreement with Ricoh USA, Inc. for Managed Print Services Maria Callander, Information Technology Director February 23, 2021 Recommended Action •Adopt a resolution approving amendments to the Ricoh USA master service agreement for managed print services in an amount not to exceed $333,820 for a two-year term ending Feb. 28, 2023, with an optional one-year extension in an amount not to exceed $166,910 ending Feb. 29, 2024. 2 Background In July 2015, City Council approved a master service agreement with Ricoh USA for managed print services. •Installation, service and management of all printers on the city network •5 year lease of 134 printers •Service, support and toner supplies •5 year agreement for $2,055,781 •Auto-renewal every three months at the end of the 5 year initial term 3 Current situation •At the end of the five year agreement term •Option to continue with Ricoh or put out bid •Lease payments complete •Printers are in good condition and meeting our current needs •Remote work has caused reduction in usage of printing services 4 Fiscal Analysis 5 Initial Term Extension Total Total Total Ricoh Service Fee 189,820$ 94,910$ 284,730$ Estimated Ricoh Usage Fee 144,000 72,000 216,000 Total 333,820$ 166,910$ 500,730$ Next Steps •With the City Council’s approval, staff will execute the Ricoh USA, Inc. Master Service Agreement amendments. •While stay at home orders are in affect, the amendments will continue printing services and support to meet current business needs. •When staff return to work at city facilities, staff will assess printing service needs and publish a request for proposal 6 Recommended Action •Adopt a resolution approving amendments to the Ricoh USA master service agreement for managed print services in an amount not to exceed $333,820 for a two-year term ending Feb. 28, 2023, with an optional one-year extension in an amount not to exceed $166,910 ending Feb. 29, 2024. 7 Thank You 8