Agenda packet — Carson City Council, February 17, 2026 (part 3 of 5)

Population:

A collection of source media sharing common attributes and/or processing requirements. Examples of possible population types would be “HR Employment Records”, “HR Benefit Records”, “Student Transcripts”, and “Student Enrollment Files”.

Statement of Work (Digital Imaging) for Customer Name 2/8/21

This document contains information of a proprietary and/or confidential nature, including pricing and procedural data of Ricoh USA, Inc. (“Ricoh”) that is to be used only for the purpose of assessing the proposed services to be performed by Ricoh. No other use or duplication of information contained herein is permitted without the express written consent of Ricoh. © 2021 Ricoh USA, Inc.

Digital Imaging SOW # Sow # Page 17 of 18
v2021-01-19
Document Preparation
Client Preparation:

Client performs 100% of the document preparation. This includes removal of all barriers, creation and insertion of make-ready copies to address contrast issues, fragile pages, small pages that won’t feed, etc. Client preparation also includes the unbinding or cutting/trimming of books, pamphlets, etc. that are hard bound, and the insertion of Ricoh-provided barcode sheets, patch sheets, or document coding/indexing sheets. Client preparation requires that all pages are loose.

Light Preparation:

Ricoh performs 100% of the preparation and includes the assumptions listed below:
• Documents are 8 ½ by 11” (letter size) up to 11”x17” (tabloid size) • Ricoh will insert required barcodes and document coding sheets • 100 barriers (see definition for barrier) with ~25 pages per barrier • Guidelines are based on average box size (16x12x10 or 1.2cf)

Medium Preparation:

Ricoh performs 100% of the preparation and includes the assumptions listed below:
• Documents are 8 ½” x 11” (Letter Size) or 11”x17” (tabloid size) • Ricoh will insert required barcodes and document coding sheets • 101-499 barriers (see definition for barrier).
• Guidelines are based on average box size (16x12x10 or 1.2cf)

Heavy Preparation:

Ricoh performs 100% of the preparation and includes the assumptions listed below:
• Preparation includes mixed paper sizes
• Ricoh will insert required barcodes and document coding sheets • 500 barriers (see definition above for barrier) or more in per box • Guidelines are based on average box size (16x12x10 or 1.2cf)

Quality Control
Basic Quality Control:

Document Scanning Specialist will ensure scanner is cleaned and operating as required. Does not include a page-to-image comparison.

Statistical/Sample Quality Control:

Ricoh will complete image to page QC on 10% of the images per box. Example - For a box with an images count of 2,500 images - The Ricoh Quality Control Specialist will review (page-to-image comparison) the first 100 images (~4%) of every box, 50 images (~2%) from the middle of the box, and 100 images (~4%) from the end of the box. The quality control process involves the QC Specialist checking for the following items on the ~10% of the population as defined above:
• Ensure all pages defined in the ~10% sampling were scanned • No missed back sides
• Images are legible to the original
• Images requiring color are scanned per instructions
• Post-it notes handled per instructions
• Physical document breaks captured correctly per instructions

Full/Image-to-Page Quality Control:

Quality Control Specialist will:
• Perform page-to-image comparison of every page
• Ensure all pages are scanned
• No missed back sides
• Images are legible to the original
• Images requiring color are scanned per instructions
• Post-it notes handled per instructions
• Physical document breaks captured correctly per instructions

Statement of Work (Digital Imaging) for Customer Name 2/8/21

Digital Imaging SOW # Sow # Page 18 of 18
v2021-01-19

Reassembly
No Reassembly:

All documents will remain loose, not returned to folders or binders. No removal of barcode and document coding sheets is necessary. Paper returned to its original pick up box/container • Documents are not reassembled (re-stapled, re-clipped, re-bound, etc.) • Documents are not returned to original folders or binds • Documents are placed in original pick-up box/container • Document order is maintained
• Ricoh may or may not remove barcodes placed in the documents during the preparation process

Light Reassembly:

Re-Assembly includes placing pages into folders (not including placing on prongs or within binder r ings) without any staples or clips or any other type of barrier. Ricoh may or may not remove barcode and/or document coding sheets.

Medium Reassembly
Re-Assembly includes placing pages into folders, placing them on prongs or binder rings without any staples or clips or any other type of barrier. Ricoh may or may not remove barcode and/or document coding sheets.

Heavy Reassembly:

Re-Assemble documents as originally received . All barriers replaced as original. Ricoh will remove barcode and document coding sheets.

OMNIA PARTNERS PUBLIC SECTOR STAND-ALONE LEASE

PURCHASE
ORDER (“PO”) LANGUAGE

STANDARD FMV OR IMAGE MANAGEMENT LEASING ONLY

Language to appear on face of customer’s PO:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

This Purchase Order incorporates by reference the lease and maintenance terms and conditions outlined in the Omnia Partners Public Sector Master Lease Agreement (01.21) and the Omnia Partners Public Sector Equipment Sale and Maintenance Agreement of Omnia Public Sector Contract No. 2021002788, as amended, and each as located at: https://www.omniapartners.com/publicsector/contracts/supplier- contracts/ricoh (collectively, the “Contract”) which terms and conditions (a) shall supersede all conflicting other terms and conditions of this Purch ase Order, whether annexed or incorporated into this Purchase Order, and (b) to the extent applicable, are amended by the Omnia Partners Public Sector addendum attached to this Purchase Order . All references to “Schedule” in the Contract shall mean this Purchase Order whether executed or not.

Equipment and service-related information required to appear on face of customer’s PO:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

• Equipment Description and Quantity
• Minimum Term
• Minimum (Lease) Payment
• Maintenance Payment, if applicable
• Minimum Images included in Maintenance Payment, if applicable • Cost of Additional Images, if applicable
• If CPC, then need Guaranteed Minimum Images and Cost of Additional Images • Proper customer billing information
• Proper remit to information

LSEADD PS-OMNIA-IM 01.21 Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 1 of 2

This Product Schedule (this “Schedule”) is between Ricoh USA, Inc. (“we” or “us”) and __________________________________ ________________________________________________________________, as customer or lessee (“Customer” or “you”). This Schedule constitutes a “Schedule,” “Product Schedule,” or “Order Agreement,” as applicable, under the Omnia Partners Public Sector Master Lease Agreement (together with any amendments, attachments and addenda thereto, the “Lease Agreement”) identified above, between you and ________________________________________________________________________________. All terms and conditions of the Lease Agreement are incorporated into 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 the Lease Agreement. It is the intent of the parties that this Schedule be separately enforceable as a complete and independent agreement, independent of al l other Schedules to the Lease Agreement.

CUSTOMER INFORMATION

Customer (Bill To)

Billing Contact Name
Product Location Address

Billing Address (if different from location address)
City County State Zip

City County State Zip Billing Contact Telephone Number

Billing Contact Facsimile Number Billing Contact E-Mail Address

PRODUCT/EQUIPMENT DESCRIPTION (“Product”)
Qty Product Description: Make & Model Qty Product Description: Make & Model

PAYMENT SCHEDULE

Minimum Term
(months)
Minimum Payment
(Without Tax)

Minimum Payment Billing Frequency

Monthly
Quarterly
Other: _______________________

Advance Payment

1st Payment
1st & Last Payment
Other: _______________________

Guaranteed Minimum Images*° Cost of Additional Images°

Meter Reading/Billing Frequency

Monthly
Quarterly
Other: _______________________

Black/White Color Black/White Color

* Based upon Minimum Payment Billing Frequency
° Based upon standard 8 ½” x 11” paper size. Paper sizes greater than 8 ½” x 11” may count as more than one image.

Sales Tax Exempt: YES (Attach Exemption Certificate) Customer Billing Reference Number (P.O. #, etc.) ___________________ Addendum(s) attached: YES (check if yes and indicate total number of pages: ______)

TERMS AND CONDITIONS

1. The first Payment will be due on the Effective Date. If the Lease Agreement uses the terms “Lease Payment” and “Commencement Date” rather than “Payment” and “Effective Date,” then, for purposes of this Schedule, the term “Payment” shall have the same meaning as “Lease Payment,” and the term “Effective Date” shall have the same meaning as “Commencement Date.” Product Schedule Number: _______________________

Master Lease Agreement Number: _________________

___________
Customer Initials

Ricoh USA, Inc.
300 Eagleview Blvd #200
Exton, PA 19341
Omnia Partners Public Sector
Product Schedule

LSEADD PS-OMNIA-IM 01.21 Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 2 of 2

2. You, the undersigned Customer, have applied to us to use the above-described Product for lawful commercial (non-consumer) purposes.

THIS IS AN UNCONDITIONAL, NON-CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ABOVE, except as otherwise provided in the Lease Agreement, if applicable. If we accept this Schedule, you agree to use the above Product on all the terms hereof, including the t erms and c onditions on the Lease Agreement. THIS WILL ACKNOW LEDGE THAT YOU

HAVE READ AND UNDERSTAND THIS SCHEDULE AND THE LEASE AGREEMENT AND HAVE RECEIVED A COPY OF THIS SCHEDULE AND THE LEASE AGREEMENT. You acknowledge and agree that the Ricoh service commitments included on the “Image Management Commitments” page attached to this Schedule (collectively, the “Commitments”) are separate and independent obligations of Ricoh USA, Inc. (“Ricoh”) governed solely by the terms set forth on such page. If we assign this Schedule in accordance with the Lease Agreement, the Commitments do not represent obligations of any assignee and are not incorporated herein by reference. You agree that Ricoh alone is the party to provide all such services and is dire ctly responsible to you for all of the Commitments. We are or, if we assign this Schedule in accordance with the Lease Agreement, our assignee will be, the party responsible for financing and billing this Schedule, including, but not limited to, the porti on of your payments under this Schedule that reflects consideration owing to Ricoh in respect of its performance of the Commitments. Accordingly, you expressly agree that Ricoh is an intended party beneficiary of your payment obligations hereunder, even if this Schedule is assigned by us in accordance with the Lease Agreement.

3. Image Charges/Meters: In return for the Minimum Payment, you are entitled to use the number of Guaranteed Minimum Images as specified in the Payment Schedule of this Schedule. The Meter Reading/Billing Frequency is the period of time (monthly, quart erly, etc.) for which the number of images used will be reconciled. If you use more than the Guaranteed Minimum Images during the selected Meter Reading/Billing Frequency period, you will pay additional charges at the applicable Cost of Additional Images as specif ied in the Payment Schedule of this Schedule for images, black and white and/or color, which exceed the Guaranteed Minimum Images (“Additional Images”). The charge for Additional Images is calculated by multiplying the number of Additional Images by the applicable Cost of A dditional Images. The Meter Reading/Billing Frequency may be different than the Minimum Payment Billing Frequency as specified in the Payment Schedule of this Schedule. You will provide us or our designee with the actual meter re ading(s) by submitting meter reads electronically via an automated meter read program, or in any other reasonable manner requested by us or our designee from time to time. If such meter reading is not received within seven (7) days of either the end of the Meter Reading/Billing Frequency period or at our request, we may estimate the number of images used. Adjustments for estimated charges for Additional Images will be made upon receipt of actual meter reading(s). Notwithstanding any adjustment, you will never pay less than the Minimum Payment.

4. Additional Provisions (if any) are: _______________________________________________________________________________

___________________________________________________________________________________________________________

THE PERSON SIGNING THIS SCHEDULE ON BEHALF OF THE CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO DO SO.

CUSTOMER

By: X_________________________________________________________ Authorized Signer Signature

Printed Name: __________________________________________________

Title: ________________________________________ Date: ___________

Accepted by: RICOH USA, INC.

By: ___________________________________________________________ Authorized Signer Signature

Printed Name: __________________________________________________

Title: ________________________________________ Date: ___________

LSEADD PS-USC-IMC 08.19 Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 1 of 1

Ricoh USA, Inc.
300 Eagleview Blvd #200
Exton, PA 19341
RICOH USA, INC.

IMAGE MANAGEMENT COMMITMENTS
The below service commitments (collectively, the “Service Commitments”) are brought to you by Ricoh USA, Inc., an Ohio corporation having its principal place of business at 300 Eagleview Blvd #200, Exton, PA 19341 (“Ricoh”). The words “you” and “your” refer to you, our customer. You agree that Ricoh alone is the party to provide all of the services set forth below and is fully responsible to you, the customer, for all of the Service Commitments. Ricoh or, if Ricoh assigns the Product Schedule to which this page is attached in accordance with the Lease Agreement (as defined in such Product Schedule), Ricoh’s assignee, is the party responsible for financing and billing the Image Management Product Schedule. The Serv ice Commitments are only applicable to the equipment (“Product”) described in the Image Management Product Schedule to which these Service Commitments are attached, excluding facsimile machines, singl e-function and wide-format printers and production units. The Service Commitments are effective on the date the Product is accepted by you and apply during Ricoh’s Normal Business H ours (as defined below).

They remain in effect for the Minimum Term so long as no ongoing default exists on your part.

TERM PRICE PROTECTION
The Image Management Minimum Payment and the Cost of Additional Images, as described on the Image Management Product Schedule, will not increase in price during the Minimum Term of the Image Management Product Schedule, unless agreed to in writing and signed by both parties.

PRODUCT SERVICE AND SUPPLIES
Ricoh will provide full coverage maintenance services, including replacement parts, drums, labor and all service calls, during Normal Business Hours. “Normal Business Hours” are between 8:00 a.m. and 5:00 p.m., Monday to Friday excluding holidays ((i) New Year’s Day; (ii) Memorial Day; (iii) 4th of July; (iv) Labor Day; (v) Thanksgiving; (vi) Day after Thanksgiving; and (vii) Christmas Day). Ricoh will also provide the supplies required to produce images on the Product covered under the Image Management Product Schedule (other than non- metered Product and soft-metered Product). The supplies will be provided according to manufacturer’s specifications. Ricoh reserves the right to assess a reasonable charge for supply shipments if you request overnight delivery. If Ricoh determines that you have used more supplies than the manufacturer’s recommended specifications, you will pay reasonable charges for those excess supplies and/or Ricoh may refuse you additional supply shipments, or as otherwise agreed to by the parties. Optional supply items such as paper and transparencies are not included, unless otherwise agreed to by the parties in writing. Charges are based on standard 8.5x11 images. Ricoh reserves the right to assess additional images charges for non-standard images, including 11x17 images.

RESPONSE TIME COMMITMENT
Ricoh will provide a one hour (1) phone response to service calls measured from receipt of your call. Ricoh will p rovide a four (4) business hour response time for all service calls located within a major metropolitan area, and an eight (8) business hour average response time for service calls located fifty (50) miles or greater from a Ricoh service center for the term of the Image Management Product Schedule.

Response time is measured in aggregate for all Product covered by the Image Management Product Schedule.

UPTIME PERFORMANCE COMMITMENT
Ricoh will service the Product to be Operational with a quarterly uptime average of 95% during Normal Business Hours, excluding preventative and interim maintenance time. Downtime will begin at the time you place a service call to Ricoh and will end when the Product is again Operational. You agree to make the Product available to Ricoh for scheduled preventative and interim maintenance. You further agree to give Ricoh advance notice of any critical and specific uptime needs you may have so that Ricoh can schedule with you inter im and preventative maintenance in advance of such needs. As used in these Service Commitments, “Operational” means substantial compliance with the manufacturer’s specifications and/or performance standards and excludes customary end-user corrective actions.

IMAGE VOLUME FLEXIBILITY AND PRODUCT ADDITIONS
At any time after the expiration of the initial ninety day period of the original term of the Image Management Product Schedule to which these Service Commitments relate, Ricoh will, upon your request, review your image volume. If the image volume has moved upward or downward in an amount sufficient for you to consider an alternative plan, Ricoh will present pricing options to conform to a new image volume. If you agree that additional product is required to satisfy your increased image volume requirements, Ricoh will include the product in the pricing options. The addition of product and/or increases/decreases to the Guaranteed Minimum Images requires an amendment (“Amendment”) to the Image Management Product Schedule that must be agreed to and signed by both parties to the Schedule. The term of the Amendment may not be less than the remaining term of the existing Image Management Product Schedule but may extend the remaining term of the existing Image Management Product Schedule for up to an additional 60 months. Adjustments to the Guaranteed Minimum Images commitment and/or the addition of product may result in a higher or lower minimum payment. Images decreases are limited to 25% of the Guaranteed Minimum Images in effect at the time of Amendment.

PRODUCT AND PROFESSIONAL SERVICES UPGRADE OPTION
At any time after the expiration of one-half of the original term of the Image Management Product Schedule to which these Service Commitments relate, you may reconfigure the Product by adding, exchanging, or upgrading to an item of Product with additional features or enhanced technology. A new Image Management Product Schedule or Amendment must be agreed to and signed by the parties to the Schedule, for a term not less than the remaining term of the existing Image Management Product Schedule but may, in the case of an Amendment, extend the remaining term of the existing Image Management Product Schedule for up to an additional 60 months. The Cost of Additional Images and the Minimum Payment of the new Image Management Product Schedule will be based on any obligations remaining on the Product, the added product and new image volume commitment. Your Ricoh Account Executive will be pleased to work with you on a Technology Refresh prior to the end of your Image Management Product Schedule or Amendment.

PERFORMANCE COMMITMENT
Ricoh is committed to performing these Service Commitments and agrees to perform its services in a manner consistent with the applicable manufacturer’s specifications. Should a Product or an accessory not be able to be maintained in conformance with manufacturer’s specifications, Ricoh shall, at its own expense, replace such Product with another unit of the same product designation as that Product and Ricoh shall bear all installation, transportation, removal and rigging charges in connection with the installation of such replacement unit; provided, however that (a) the replacement unit may be a reconditioned or otherwise used unit rather than a new unit; and (b) if a replacement unit of the same product designation as the unit of Product it replaces is not available, the replacement unit may be a product of substantially similar or greater capabilities. Ricoh shall re-perform any Services not in compliance with this warranty and brought to Ricoh’s attention in writing within a reasonable time, but in no event more than 30 days after such Services are performed. If you are dissatisfied with Ricoh’s performance, you must send a registered letter outlining your concerns to the address specified below in the “Quality Assurance” section.

Please allow 30 days for resolution.

ACCOUNT MANAGEMENT
Your Ricoh sales professional will, upon your request, be pleased to review your product performance metrics on a quarterly basis and at a mutually convenient date and time. Ricoh will, upon your request, be pleased to annually review your business environment and discuss ways in which Ricoh may improve efficiencies and reduce costs relating to your document management processes.

QUALITY ASSURANCE
Please send all correspondence relating to the Service Commitments via registered letter to the Quality Assurance Department located at: 3920 Arkwright Road, Macon, GA 31210, Attn: Quality Assurance.

The Quality Assurance Department will coordinate resolution of any performance issues concerning the above Service Commitments with your local Ricoh office. To ensure the most timely response please call 1-888-275-4566.

MISCELLANEOUS
These Service Commitments do not cover repairs resulting from misuse (including without lim itation improper voltage or environment or the use of supplies that do not conform to the manufacturer’s specifications), subjective matters (such as color reproduction accuracy) or any other factor beyond the reasonable control of Ricoh. Ricoh and you each acknowledge that these Service Commitments represent the entire understanding of the parties with respect to the subject matter hereof and that your sole remedy for any Service Commitments not performed in accordance with the foregoing is as set forth under the section hereof entitled “Performance Commitment”. The Service Commitments made herein are service and/or maintenance warranties and are not product warranties. Except as expressly set forth herein, Ricoh makes no warranties, express or implied, including any implied warranties of merchantability, fitness for use, or fitness for a particular purpose. Neither party hereto shall be liable to the other for any consequential, indirect, punitive or special damages. Customer expressly acknowledges and agrees that, in connection with the security or accessibility of information stored in or recoverable from any Product provided or serviced by Ricoh, Customer is solely responsible for ensuring its own compliance with legal requirements or obligations to third parties pertaining to data security, retention and protection.

These Service Commitments shall be governed according to the laws of the State where your principal place of business or residence is located without regard to its conflicts of law principles. These Service Commitments are not assignable by the Customer. Unless otherwise stated in your Implementation Schedule, your Product will ON LY be serviced by a “Ricoh Certified Technician”. If any software, system support or related connectivity services are included as part of these Service Commitments as determined by Ricoh, Ricoh shall provide any such services at your location set forth in the Product Schedule as applicable, or on a remote basis. You shall provide Ricoh with such access to your facilities, networks and systems as may be reasonably necessary for Ricoh to perform such services. You acknowledge and agree that, in connection with its performance of its obligations under these Service Commitments, Ricoh may place automated meter reading units on imaging devices, including but not limited to the Product, at your location in order to facilitate the timely and efficient collection of accurate meter read data on a monthly, quarter ly or annual basis. Ricoh agrees that such units will be used by Ricoh solely for such purpose. Once transmitted, all meter read data shall become the sole property of Ricoh and will be utilized for billing purposes.

___________
Customer Initials

LSEADD OMNIA-PS-PO 01.21 Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 1 of 2

Omnia Partners Public Sector Product Schedule
with Purchase Option
Product Schedule Number: __________________

Master Lease Agreement Number: ________________

This Omnis Partners Public Sector Product Schedule with Purchase Option (this “Schedule”) is between Ricoh USA, Inc. (“we” or “us”) and ______________________ ____________________________________________________________________________________________, as customer or lessee (“Customer” or “you”). This Schedule constitutes a “Schedule,” “Product Schedule,” or “Order Agreement,” as applicable, under the Omnia Partners Public Sector Master Lease Agreement (together with any amendments, at tachments and addenda thereto, the “Lease Agreement”) identified above, between you and _______________________________________ ________________________________________________________________________. 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 the Lease Agreement. It is the intent of the parties that this Schedule be separately enforceable as a complete and independent agreement, independent of all other Schedules to the Lease Agreement.

CUSTOMER INFORMATION

Customer (Bill To)

Billing Contact Name
Product Location Address

Billing Address (if different from location address)
City County State Zip

City County State Zip Billing Contact Telephone Number

Billing Contact Facsimile Number Billing Contact E-Mail Address

PRODUCT DESCRIPTION (“Product”)
Qty Product Description: Make & Model Qty Product Description: Make & Model

PAYMENT SCHEDULE

Minimum Term
(months)

Minimum Payment
(Without Tax)

Minimum Payment Billing Frequency

Monthly
Quarterly
Other: ______________________

Advance Payment

1st Payment
1st & Last Payment
Other: ____________________

Sales Tax Exempt: Yes (Attach Exemption Certificate) Customer Billing Reference Number (P.O.#, etc.) ________________________ Addendum Attached: Yes (Check if yes and indicate total number of pages: ______)

TERMS AND CONDITIONS

2. You, the undersigned Customer, have applied to us to rent the above -described Product for lawful commercial (non -consumer) purposes. THIS IS AN UNCONDITIONAL, NON-CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ABOVE, except as otherwise provided in the 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 t he terms hereof, including the terms and conditions of the 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:

The parties agree that the purchase option for the Product is a $1.00 purchase option plus applicable taxes. In connection with such option , Customer further agrees as follows:

___________
Customer Initials

LSEADD OMNIA-PS-POte 01.21 Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 1 of 2

Omnia Partners Public Sector Product Schedule
with Purchase Option (tax exempt)
Product Schedule Number: __________________

Master Lease Agreement Number: ________________

This Omnia Partners Public Sector Product Schedule with Purchase Option (this “Schedule”) is between Ricoh USA, Inc. (“we” or “us”) and ______________________ ____________________________________________________________________________________________, as customer or lessee (“Custome r” or “you”). This Schedule constitutes a “Schedule,” “Product Schedule,” or “Order Agreement,” as applicable, under the Omnia Partners Public Sector Master Lease Agreement (together with any amendments, attachments and addenda thereto, the “Lease Agreement”) identified above, between you and - ___________________________________________________ _____________________________________________. All terms and conditions of the Lease Agreement are incorporated into 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 the Lease Agreement. It is the intent of the parties that this Schedule be separately enforceable as a complete and independent agreement, independent of all other Schedules to the Lease Agreement.

CUSTOMER INFORMATION

Customer (Bill To)

Billing Contact Name
Product Location Address

Billing Address (if different from location address)
City County State Zip

City County State Zip Billing Contact Telephone Number

Billing Contact Facsimile Number Billing Contact E-Mail Address

PRODUCT DESCRIPTION (“Product”)
Qty Product Description: Make & Model Qty Product Description: Make & Model

PAYMENT SCHEDULE

Minimum
Term
(months)
Minimum Payment
(Without Tax)
Interest Rate

___________%
per annum

Minimum Payment Billing
Frequency

Monthly
Quarterly
Other: ____________________

Advance Payment

1st Payment
1st & Last Payment
Other: __________________

Sales Tax Exempt: Yes (Attach Exemption Certificate) Customer Billing Reference Number (P.O.#, etc.) ________________________ I.R.C. Section 103 Interest Tax Exempt: Yes
Addendum Attached: Yes (Check if yes and indicate total number of pages: ______)

TERMS AND CONDITIONS

Ricoh USA, Inc.
300 Eagleview Blvd #200
Exton, PA 19341
___________
Customer Initials

LSEADD OMNIA-PS-POte 01.21 Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 2 of 2

3. Purchase Option:

The parties agree that the purchase option for the Product is a $1.00 purchase option plus applicable taxes. In connection with such option , Customer further agrees as follows:

(i) notwithstanding anything to the contrary in the Lease Agreement, wi th respect to this Schedule only : I t is the mutual intention of the parties that Customer shall be considered the owner of the Product (exc luding 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 security interest in the Product covered by this Schedule (including any replacements, substitutions, additions, attachments and proceeds) as security for the payment of the amounts due or to become due under each Schedule; (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; and (iii) notwithstanding anything to the contrary in the Lease Agreement, if no default has occurred and is continui ng under th e 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.

4. 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 FIDUCIARY OF CUS TOMER. 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.

5. Additional Provisions (if any) are: ______________________________________________ __________________________________________________________ _____________________________________________________________________________________________________________________________________

THE PERSON SIGNING THIS SCHEDULE ON BEHALF OF THE CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO DO SO.

CUSTOMER

By: X_________________________________________________________ Authorized Signer Signature

Printed Name: __________________________________________________

Title: ________________________________________ Date: ___________

Accepted by: RICOH USA, INC.

By: ___________________________________________________________ Authorized Signer Signature

Printed Name: __________________________________________________

Title: ________________________________________ Date: ___________

LSEADD OMNIA-PS-PO 01.21 Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 2 of 2

owner of the Product, but we shall not be liable to you if you fail to secure or obtain such benefi ts. You will keep the Product free of all liens and encumbrances. You hereby grant to us a security interest in the Product covered by this Schedule (including any replacements, substitutions, additions, attachments and proceeds) as security for the payment of the amounts due or to become due under each Schedule; (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; and (iii) notwithstanding anything to the contrary in the Lease Agreement, if no default has occurred and is continuing under th e 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.

4. 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 FIDUCIARY 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.

5. Additional Provisions (if any) are: _______________________________________________________________________________ _________________________ _____________________________________________________________________________________________________________________________________

THE PERSON SIGNING THIS SCHEDULE ON BEHALF OF THE CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO DO SO.

CUSTOMER

By: X_________________________________________________________ Authorized Signer Signature

Printed Name: __________________________________________________

Title: ________________________________________ Date: ___________

Accepted by: RICOH USA, INC.

By: ___________________________________________________________ Authorized Signer Signature

Printed Name: __________________________________________________

Title: ________________________________________ Date: ___________ LSEADD OMNIA-PS 01.21 Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 1 of 1

Ricoh USA, Inc.
300 Eagleview Blvd #200
Exton, PA 19341

Omnia Partners Public Sector Product Schedule Product Schedule Number: _____________________

Master Lease Agreement Number: ______________

This Omnia Partners Public Sector Product Schedule ( this “Schedule”) is between Ricoh USA, Inc. (“we” or “us”) and ____________________________________________________, as customer or lessee (“Customer” or “you”). This Schedule constitutes a “Schedule,” “Product Schedule,” or “Order Agreement,” as applicable, under the Omnia Partners Public Sector Master Lease Agreement (together with any amendments, attachments and addenda thereto, the “Lease Agreement”) identified above, between you and . All terms and conditions of the Lease Agreement are incorporated into 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 the Lease Agreement. It is the intent of the parties that this Schedule be separately enforceable as a complete and independent agreement, independent of all other Schedules to the Lease Agreement.

CUSTOMER INFORMATION

Customer (Bill To)

Billing Contact Name
Product Location Address

Billing Address (if different from location address)
City County State Zip

City County State Zip Billing Contact Telephone Number

Billing Contact Facsimile Number Billing Contact E-Mail Address

PRODUCT/EQUIPMENT DESCRIPTION (“Product”)
Qty Product Description: Make & Model Qty Product Description: Make & Model

PAYMENT SCHEDULE

Minimum Term
(months)
Minimum Payment
(Without Tax)

Minimum Payment Billing Frequency

Monthly
Quarterly
Other: _______________________

Advance Payment

1st Payment
1st & Last Payment
Other: _______________________

Sales Tax Exempt: YES (Attach Exemption Certificate) Customer Billing Reference Number (P.O. #, etc.) _______________________________ Addendum(s) attached: YES (check if yes and indicate total number of pages: ______)

TERMS AND CONDITIONS

2. You, the undersigned Custo mer, have applied to us to rent the above -described Product for lawful commercial (non -consumer) purposes. THIS IS AN UNCONDITIONAL, NON-CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ABOVE, except as otherwise expressly provided in any provision of the Lease Agreement. If we accept this Schedule, you agree to rent the above Product from us, and we agree to rent such Product to you, on all the terms hereof, including the terms and conditions of the Lease Agreement. THIS WILL ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS SCHEDULE AND THE LEASE AGREEMENT AND HAVE RECEIVED A COPY OF THIS SCHEDULE AND THE LEASE AGREEMENT.

3. Additional Provisions (if any) are: __________________________________________________________________________________________________

______________________________________________________________________________________________________________________________

THE PERSON SIGNING THIS SCHEDULE ON BEHALF OF THE CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO DO SO.

CUSTOMER
By: X_________________________________________________________ Authorized Signer Signature

Printed Name: __________________________________________________

Title: ________________________________________ Date: ___________

Accepted by: RICOH USA, INC.

By: ___________________________________________________________ Authorized Signer Signature

Printed Name: __________________________________________________

Title: ________________________________________ Date: ___________

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Omnia Partners Public Sector Loan Agreement Loan Number: _______________________

This OMNIA PARTENRS PUBLIC SECTOR LOAN AGREEMENT (this “Agreement”) is between Ricoh USA, Inc. (“Ricoh”; together with its successors and assignees, “we,” “us” or “our”) and the customer identified below (“Customer,” “you” or “your”).

Addendum Attached: Yes (Check if yes and indicate total number of pages:____) Customer Billing Reference Number (P.O.#:, etc.)_______________________

TERMS AND CONDITIONS:

1. Funding Authorization. This Agreement is executed pursuant to the contract by and between Ricoh USA, Inc. and The Regents of the University of California, a California public corporation (“UC”) on behalf of the University of California; and National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector Omnia. and all public agencies, non-profits and higher education entities (“Participating Public Agencies”), having a Purchasing Agreement number 2021002788 and the contract period is from January 15, 2021 to January 14, 2026 (the “Contract Period”), including any and all exercised renewal periods, (the “Contract”). Notwithstanding the foregoing, any Agreement entered into during the Contract Period shall continue in full force and effect for the entire term set forth in such Agreement. This Agreement shall consist of the terms and conditions of the Contract and this Agreement . As it pertains to this Agreement, the order of precedence of the component parts of the Agreement shall be as follows: ( a) the terms and conditions of this Agreement and (b) the terms and conditions of the Contract. The foregoing order of precedence shall govern the interp retation of this Agreement in cases of conflict or inconsistency therein. You direct us or our Assignee to disburse to the software supplier who is either identified above or, if not identified above, Ricoh USA, Inc. (the “Software Supplier”), the principal amount shown above, as such amount may be adjusted in accordance with this Agreement and as shown on the Software Supplier’s invoice (such amount, the “Principal Amount”) in payment for your acquisition and use of the licensed software described above and as further described on the Software Supplier’s invoice, together with services, maintenance, installation and training charges incurred prior to the Acceptance Date (as defined below) in connection with such licensed software (collectively, the “Licensed Software”) after the delivery and your acceptance of such Licensed Software. You agree to sign and return to u s a certificate of acceptance (which, at our option, may be returned electronically) within five (5) business days after the installation of the Licensed Software confirming that the Licensed Software has been delivered, installed, and is in good condition and accepted for all purposes under the Agreement.

2. Promise to Pay; Interest Rate. Except as set forth in Section 16 below entitled “State and Local Government Provisions”, you promise to pay to the order of us or our assignee, if applicable, the Principal Amount plus interest on the unpaid balance in consecutive monthly payments in the amount set forth above (each such payment, as adjusted pursuant to this Section, a “Payment”) over the term identified above (the “Term”). Payments will begin on or after the delivery and acceptance date of the Licensed Software (the date of such delivery and acceptance, the “Acceptance Date”). The remaining payments are due on the same date of each subsequent month.

Ricoh USA, Inc.
300 Eagleview Blvd #200
Exton, PA 19341

CUSTOMER INFORMATION

Full Legal Name

Billing Contact Name
Principal Place of Business Address

Billing Address (if different from principal place of business) City County State Zip

City County State Zip Federal Tax ID No.

(Do Not Insert Social Security No.)

Billing Contact Telephone No. Billing Contact Facsimile No. Billing Contact E-Mail Address Jurisdiction of Organization

Form of Organization

LICENSED SOFTWARE DESCRIPTION
Qty Description of Licensed Software Qty Description of Licensed Software

SOFTWARE SUPPLIER (If not Ricoh USA, Inc.)

PRINCIPAL AMOUNT & PAYMENT SCHEDULE

Principal Amount
(Before Adjustment for Tax)
Term
(months)
Payment
(Before Adjustment for Tax)
Interest Rate

___________%
per annum
$

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Unless and to the extent you are exempt and provide a valid exem ption certificate to us, you authorize us to adjust the Principal Amount and the Payment amount by up to fifteen percent (15%) to reflect any sales, use or similar taxes charged on the Software Supplier’s invoice for the Licensed Software. You shall pay the unpaid balance of the Principal Amount and all accrued interest and any other charges due hereunder on the expiration of the Term.

EXCEPT AS SET FORTH IN SECTION 16 BELOW ENTITLED “STATE AND LOCAL GOVERNMENT PROVISIONS”, YOUR OBLIGATIONS TO REMIT

PAYMENTS TO US UNDER THIS AGREEMENT SHALL BE ABSOLUTE, UNCONDITIONAL AND COMPLETELY INDEPENDENT OF ANY DEFECT IN OR DAMAGE TO THE LICENSED SOFTWARE, CUSTOMER’S LOSS OF POSSESSION OR USE OF THE LICENSED SOFTWARE, OR ANY FAILURE ON THE PART OF ANY PARTY TO PERFORM ANY SERVICES RELATED TO THE LICENSED SOFTWARE. PAYMENTS UNDER THIS AGREEMENT ARE

NOT SUBJECT TO SET -OFFS, CLAIMS OR DEFENSES OF ANY NATURE WHATSOEVER, ALL OF WHICH YOU HEREBY WAIVE TO THE EXTENT PERMITTED BY APPLICABLE LAW . You agree that you will remit payments to u s in the form of company checks (or personal checks in the case of sole proprietorships), direct debit or wires only. Cash and cash equivalents are not acceptable forms of payment under this Agreement, and you will not remit such forms of payment to us. Payment in any other form may delay processing or be returned to you.

3. Prepayment. You may not partially prepay the Principal Amount prior to the end of the Term without our written consent, which may be conditioned upon the payment of fees, the adjustment of the monthly Payment amount, and other terms and conditions. At any time, Customer may prepay all, but not less than all, of the Principal Amount, together with any and all accrued and unpaid interest thereon, any and all other amounts payable by Customer under this Agreement and, if such prepayment is made prior to the last twelve (12) months of the Term, a prepayment fee equal to the lesser of (i) one percent (1%) of the Principal Amount outstanding on the date of prepayment (without giving effect to any prior prepayments) multiplied by the number of full twelve-month periods remaining until the end of the Term and (ii) the maximum prepayment charge allowed by applicable law, or as otherwise mutually agreed to by the parties.

4. Late Payments. If any Payment or any other sum due under this Agreement is not received within ten (10) days after the applicable due date for such Payment or other amount, in addition to the amount of each such Payment or other amount, to the extent not prohibited by applicable law , you shall pay a late payment charge of five (5%) of such past due amount or $5 (whichever is greater, but not to exceed the maximum amount allowed by applicable law). To the extent not prohibited by applicable law, you also agree to pay $25 for each check returned for insufficient funds or any other reason.

5. Ownership; Security Interest. Unless we are the licensor of the Licensed Software, we have no ownership interest in the Licensed Software and shall not be shown as the owner of the Licensed Software on any tax reports or returns . To secure all of your obligations under this Agreement, you grant to us a security interest in your rights under and interests in each software license agreement relating to the Licensed Software, including any amendments there to (each, a “License”) and each maintenance, support or other service agreement relating to any License, together with all of your rights and interest in any general intang ibles which any of the foregoing may represent, and all products and proceeds of such rights and interest (collectively, the “Collateral”). You irrevocably grant to us the power to prepare, sign on y our behalf (if applicable), and file Uniform Commercial Code (“UCC”) financing statements identifying the Collateral and any related amendments or continuations.

6. Representations, Warranties and Covenants. You hereby represent, warrant and covenant as follows: (i) you have the power and authority to enter into this Agreement and to grant the security interest described in this Agreement; (ii) the Collateral is, and will remain, free and clear of all liens and encumbrances of every kind, except for the security interest granted in this Agreement and the rights of the software licensor in the Licensed Software; (iii) you will maintain each License in full force and effect and will do all acts deemed necessary by u s to continue our perfected, first priority security interest in the Collateral; (iv) you shall remain solely responsible under any License for the observance and performance of all conditions and obligations of you under such License; (v) you shall pay promptly when due all taxes, fees, assessments and other charges levied or assessed on any of the Collateral or on the use of the Collateral or on this Agreement to the extent permitted by applicable law; (v) you will use the Licensed Software only in the lawful conduct of your business, and not for personal, household or family purposes; (vi) your address, legal name, and form and jurisdiction of organization are set forth above or referenced above, and you will not change your address, legal name or form or jurisdiction of organization without thirty (30) days prior written notice to u s; and (vii) this Agreement has been duly executed and delivered by your authorized officer or agent and constitutes your legal and binding obligations, enforceable against you in accordance with its terms.

7. Default and Remedies. Each of the following is a “Default” under this Agreement: (i) you fail to make payment of any amount due under this Agreement within thirty (30) days after its due date; (ii) you default or fail to perform any of your obligations under this Agreement; (iii) any License is terminated for any reason; (iv) any representation or warranty contained under this Agreement proves to be false in any material respect; or (v) the appointment of a receiver for all or of any part of your property, the assignment for the benefit of creditors or the commencement of any proceeding under any bankruptcy or insolvency law by or agains t you. Upon the occurrence of a Default, we may (A) declare all of the Principal Amount immediately due and payable, without demand or notice to you, and such amount shall bear interest at the lower of one and one-half percent (1-1/2%) per month or the maximum rate allowed by applicable law ; (B) terminate or cause to be terminated your rights under each License and withhold or cause to be withheld any maintenance, support or other service relating to each License; and (C) exercise any and all rights of a secured party under the UCC, and to the extent permitted by applicable law, we may charge you for expenses incurred in connection with the enforcement of such rights and remedies, including, without limitation, collection costs, attorneys’ fees and court costs. You irrevocably grant to us the power to terminate or suspend any maintenance, support or other service relating to each License for and on your behalf. Our remedies are cumulative, are in addition to any other remedies provided for by law, and may be exercised concurrently or separately. Any failure or delay by us to exercise any right shall not operate as a waiver of any other right or future right.

We shall not be required to first foreclose, proceed against or exhaust any Collateral before enforcing your obligations under this Agreement. To the extent permitted by applicable law, you hereby waive presentment, demand for payment, notice of nonpayment, protest , notice of protest, notice of dishonor, and all other notices in connection herewith.

8. DISCLAIMER OF WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT: WE ARE AN INDEPENDENT CONTRACTOR AND NOT A FIDUCIARY OF YOU; YOU HAVE SELECTED THE LICENSED SOFTWARE, THE SOFTWARE SUPPLIER AND, IF APPLICABLE, THE SOFTWARE LICENSOR BASED UPON YOUR OWN JUDGMENT; YOU AFFIRMATIVELY DISCLAIM RELIANCE ON ANY ORAL STATEMENTS OR REPRESENTATIONS CONCERNING THE LICENSED SOFTWARE MADE TO YOU; THE LICENSED SOFTWARE IS OF A DESIGN, SIZE, FITNESS AND CAPACITY SELECTED BY YOU AND THAT THE SAME IS SUITABLE AND FIT FOR YOUR PURPOSES; WE DO NOT MAKE, HAVE NOT MADE, NOR SHALL BE DEEMED TO MAKE OR

HAVE MADE, ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO REPRESENTATION OR

WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEGAL, TAX OR ACCOUNTING TREATMENT OF THIS AGREEMENT OR THE LICENSED SOFTWARE. YOU WILL OBTAIN YOUR OWN LEGAL, TAX AND ACCOUNTING ADVICE RELATED TO, AND MAKE YOUR OWN DETERMINATION OF THE PROPER ACCOUNTING TREATMENT OF, THIS AGREEMENT AND THE AGREEMENT. WE SHALL HAVE NO LIABILITY

TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RELATING TO THE LICENSED SOFTWARE OR THIS AGREEMENT.

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9. Limitation on Charges. Both parties intend to comply with all applicable laws. In no event will you be charged nor will we collect any amounts in excess of those allowed by applicable law. Any part of this Agreement that could, but for this Section, be read under any circumstance to allow for a charge higher than that allowable under any applicable legal limit, is limited and modified by this Section to limit the amounts chargeable under this Agreement to the maximum amount allowed under the legal limit. 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 this Agreement or refunded to you.

10. Notices. All required notices will be considered to have been given if sent by registered or certified mail or overnight courier service to the other party (as the case may be) at its address stated herein, or at such other place as such addressee may have designated in writing. Notices shall be effective upon receipt, as reflected on the proof of delivery.

11. Assignment; Successors and Assigns. You shall not assign this Agreement or any of your obligations under this Agreement, without our prior written consent. We may sell or assign all or a portion of our interests in this Agreement without notice to you even if less than all the Payments have been assigned. In that event, the assignee (the “Assignee”) will have such rights as we assign to them but none of our obligations (we will keep those obligations) and the rights of the Assignee will not be subject to any claims, defenses or set-offs that you may have against us. In the event the remit to address for Payments is changed during the term of this Agreemen t, then Ricoh or the Assignee will provide notice to you. No assignment to an Assignee will release Ricoh from any obligations Ricoh may have to you hereunder. This Agreement shall be binding upon you and your representatives, successors and assigns, and shall inure to the benefit of us, our successors and assigns. You acknowledge that the Assignee is not the owner, developer or designer of the Licensed Software.

12. Indemnification. To the extent permitted by applicable law , you are responsible for all losses, claims, liens, suits, damages, liabilities, infringement claims, injuries and attorneys’ fees and costs, including, without limitation, those incurred in connection with responding to subpoenas, third party or otherwise (“Claims”), incurred or asserted by any person, in any manner relating to this Agreement or the Licensed Software. You agree to indemnify and defend us against, and hold us harmless from, any and all Claims, although we reserve the right to control the defense and to select or approve defense counsel. This indemnity will survive the termination of this Agreement. You shall pay to us all reasonable costs and expenses, including reasona ble attorneys’ and collection fees, incurred by us in enforcing the terms and conditions under, or in protecting our rights and interests in, this Agreement.

13. GOVERNING LAW, JURY TRIAL WAIVER, SEVERABILITY, EFFECT OF AGREEMENT. YOU AGREE THAT THIS AGREEMENT WILL BE GOVERNED UNDER THE LAW FOR THE STATE WHERE YOUR PRINCIPAL PLACE OF BUSINESS OR RESIDENCE IS LOCATED. YOU ALSO CONSENT TO THE

VENUE AND NON- EXCLUSIVE JURISDICTION OF ANY COURT LOCATED IN THE STATE WHERE YOUR PRINCIPAL PLACE OF BUSINESS OR RESIDENCE IS LOCATED TO RESOLVE ANY CONFLICT UNDER THIS AGREEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE BOTH WAIVE THE RIGHT TO TRIAL BY JURY IN THE EVENT OF A LAWSUIT. If any provision of this Agreement is in conflict with any applicable statute, rule or regulation, then such provision shall be deemed null and void to the extent of such conflict, but without invalidatin g any other provision of this Agreement.

This Agreement constitutes the full and complete agreement between you and us in connection with the Licensed Software. This Agreement cannot be modified except by mutual, signed written agreement between you and us. This Agreement shall continue in full force and effect for so long a s any amount shall remain outstanding under this Agreement.

14. Miscellaneous. You authorize us to insert or correct missing information on this Agreement , limited to the following: (1) the agreement and/or applicable contract number(s), (2) your proper legal name, jurisdiction and form of organization and (3) any information describing the Licensed Software to include the quantity thereof.

If applicable and to the fullest extent permitted by applicable law , you authorize us, our agent and/or our Assignee to obtain credit reports and make credit inquiries regarding you and your financial condition and to provide your information, including payment history, to our Assignee and third parties having an economic interest in this Agreement. Each of our respective rights and indemnities will survive the termination of this Agreement.

15. Electronic Transmission of Documents. This Agreement may be executed in counterparts. The counterpart that has our original signature and/or is in our po ssession or control shall constitute chattel paper as that term is defined in the UCC and shall constitute the single true original agreement for all purposes. If you sign and transmit this Agreement to us by facsimile or by other electronic transmission, the facsimile or other electronic transmission of this Agreement, upon execution by us (manually or electronically, as applicable), shall be binding upon the parties. You agree that the facsimile or other electronic transm ission of this Agreement containin g your facsimile or other electronically transmitted signature, which is manually or electronically signed by us, shall constitute t he original agreement for all purposes, including, without limitation, those outlined above in this Section. You agree to deliver to us upon our request the counterpart of this Agreement containing your manual signature.

16. State and Local Government Provisions. If the Customer is a State or political subdivision of a State, as those terms are defined in Section 103 of the Internal Revenue Code, as indicated on the first page of this Agreement, the following additional terms and conditions shall apply:

(a) Essentiality. During the term of this Agreement, the Licensed Software will be used solely for the purpose of performing one or more governmental or proprietary functions consistent with the permissible scope of your authority. You represent and warrant that the use of the Licensed Software is essential to performing such governmental or proprietary functions.

(b) Non-Appropriation. (i) If your governing body fails to appropriate sufficient monies in any fiscal period for rentals and other p ayments coming due under this Agreement in the next succeeding fiscal period, then a “Non-Appropriation” shall be deemed to have occurred. (ii) If a Non-Appropriation occurs, then: (A) you must give us immediate notice of such Non-Appropriation and provide written notice of such failure by your governing body at least sixty (60) days prior to the end of the then current fiscal yea r or if Non-Appropriation has not occurred by such date, immediately upon Non -Appropriation, and (B) this Agreement shall terminate, on the last day of the fiscal period for which funds were appropriated for the amounts due under this Agreement, without penalty or expense to you and you shall not be obligated to pay amounts due under this Agreement beyond such fiscal year, provided that you shall pay any and all amounts due up through the end of the last day of the fiscal year for which appropriations wer e made. (iii) Upon any such Non -Appropriation, upon our request, you will provide an opinion of independent counsel or other legally designated authority (who shall be reasonably acceptable to us), in form reasonably acceptable to us, confirming the Non-Appropriation and providing reasonably sufficient proof of such Non-Appropriation.

(c) Funding Intent. You represent and warrant to us that you presently intend to continue this Agreement for the entire term of this Agreement and to pay all amounts due under th is Agreement and to do all things lawfully within your power to obtain and maintain funds from which such amounts may be paid . The parties acknowledge that appropriation for rentals is a governmental function to which you cannot contractually commit yourself in ad vance and this Agreement shall

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not constitute such a commitment. To the extent permitted by law, the person or entity in charge of preparing your budget will include in the budget request for each fiscal year during the term of this Agreement the amounts due under this Agreement 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 amounts under this Agreement coming due during such fiscal year.

(d) Authority and Authorization. (i) You represent and warrant to us that: (A) you are a State or political subdivision of a State, as those terms are defined in Section 103 of the Internal Revenue Code; (B) you have the power and authority to enter into this Agreement; (C) this Agreement has been duly authorized, executed and delivered by you and constitute a valid, legal and binding agreement enforceable against you in accordance with its terms; and (D) no further approval, consent or withholding of objections is required from any governmental authority with respect to this Agreement. (ii) If and to the e xtent required by us, you agr ee to provide us with an opinion of independent counsel or other legally designated authority (who shall be reasonably acceptable to us) confirming the foregoing and other related matters, in form and substance acceptable to us. (iii) If applicable, you agree to take all required actions and to file all necessary forms, including IRS Forms 8038-G or 8038-GC, as applicable, to preserve the tax exempt status of this Agreement. (iv) You agree to provide us with any other documents that we may reasonably request in connection with the foregoing and this Agreement.

(e) Assignment. If applicable, y ou agree to acknowledge any assignment to the Assignee in writing, if so requested, and, if applicable, to keep a complete an d accurate record of all such assignments in a manner that complies with Section 149(a) of the Internal Revenue Code and the regulations promulgated thereunder.

IN WITNESS WHEREOF, each party has caused its duly authorized officer to execute this Agreement, as of the date written below.

CUSTOMER

By: X________________________________________________________ Authorized Signer Signature

Printed Name: _________________________________________________

Title: _______________________________________ Date: ___________

RICOH USA, INC.

By: __________________________________________________________ Authorized Signer Signature

Printed Name: _________________________________________________

Title: _______________________________________ Date: ___________

1 MMSA 05.16
103834v2

OMNIA PARTNERS PUBLIC SECTOR

MASTER MAINTENANCE & SALE AGREEMENT

CUSTOMER INFORMATION
Full Legal Name
Address
City State Zip Code

This OMNIA Partners Public Sector Master Maintenance & Sale Agreement (“Agreement”) sets forth the specific terms and conditions under which Ricoh USA, Inc. (“Ricoh”) agrees to sell the specific equi pment, software, and/or hardware (“Products”) and/or provide the services (“Services”) identified on an Order (defined below). This Agreement is executed pursuant to the contract by and between Ricoh and The Regents of the University of California, a California public corporation (“UC”) on behalf of the University of California; and National Intergovernmental Purchasing Alliance C ompany, a Delaware corporation d/b/a OMNIA Partners, Public Sector Omnia. and all public agencies, non- profits and higher education entities (“Participating Public Agencies”), having a Purchasing Agreement number ______________ and the contract period is f rom January 15, 2021 to January 14, 2026 (the “Contract Period”), including any and all exercised renewal periods, (the “Contract”). In order to obtain Products and/or Services from Ricoh hereunder, Customer will either: (i) execute an order form (in a form to be provided and executed by Ricoh) referencing this Agreement; or (ii) issue a purchase order to Ricoh (each, an “Order”). Termination of this Agreement shall not, however, alter or otherwise modify the rights or obligations of the parties with respect to any Order placed and accepted prior to such termination. Each Order is separately enforceable as a complete and independent binding agreement, independent of all other Orders, if any. This Agreement shall consist of the terms and conditions of the Co ntract and this Agreement. As it pertains to this Agreement, the order of precedence of the component parts of the Maintenance Agreement shall be as follows: (a) the terms and conditions of this Agreement, (b) the terms and conditions of any Order, and (c) the terms and conditions of the Contract. The foregoing order of precedence shall govern the interpretation of this Maintenance Agreeme nt in cases of conflict or inconsistency therein.

Terms applicable to Service transactions only:

1. Services. (a) Each Order for Services must identify the specific Services to be performed, including, if applicable, the equipment to be serviced (the “Serviced Products”), the Term (defined in Section 3) of the Service engagement, the location at which Services shall be performed and the applicable Service Charges (defined in Section 4) for such Order. Ricoh will not be responsible to provide Services for Serviced Products in the event the Term and location(s) are not identified on the Order accepted by Ricoh.
(b) For maintenance and repair Services, Ricoh will repair or replace in accordance with the terms and conditions of this Agreement and the manufacturer’s specifications, any part of the Serviced Products that becomes unserviceable due to normal usage (other than consumable supplies). Replacement parts will be furnished on an exchange basis and will be new, reconditioned or used. All parts removed due to replacement will become the property of Ricoh. (c) The maintenance and repair Services provided by Ricoh under an Order will not include the following: (i) repairs resulting from misuse (including without limitation improper voltage or the use of supplies that do not confor m to the manufacturer’s specifications) or the failure to provide, or the failure of, adequate electrical power, air conditioning or humidity control; (ii) repairs made necessary by service performed by persons other than Ricoh representatives; (iii) unless covered under an extended hour service contract, service calls or work which Customer requests to be performed outside of Normal Business Hours (defined below) and Service calls or work which Customer requests to be performed on Ricoh Holidays (defined below); (iv) removable cassette, copy cabinet, exit trays, or any item not related to the mechanical or electrical operation of the Serviced Products; (v) consumable supplies such as paper, staples, clear toner and white toner, unless expressly provided for in the applicable Order; (vi) repairs, service calls and/or connectivity of attachments not purchased from Ricoh; (vii) any software, system support or related connectivity unless specified in writing by Ricoh; (viii) parts no longer available from the applicable manufacturer; (ix) electrical work external to the Serviced Products, including problems resulting from overloaded or improper circuits; (x) installation or de-installation and/or movement of the Serviced Products from one location to another unless specified in writing by Ricoh; (xi) repairs of damage or increase in service time caused by force majeure events; (xii) reconditioning and similar major overhauls of Serviced Products ; (xiii) any obligation to remove, delete, preserve, maintain or otherwise safeguard any information, images or content retained by or resident in any Serviced Products, whether through a di gital storage device, hard drive or other electronic medium (“Data Management Services”), unless Customer engages Ricoh to perform such Data Management Services at then-prevailing rates pursuant to an Order for such purpose; and (xiv) engineering changes which provide additional capabilities to the Ricoh Equipment (defined in Section 1 3) covered herein unless made at Customer’s request and paid at Ricoh’s applicable time and material rates then in effect. Damage to Serviced Products or parts arising from causes beyond the control of Ricoh are not covered by this Agreement. Ricoh may terminate its Service obligations under any Order for Serviced Products that have been modified, damaged, altered or serviced by personnel other than those employed by Ricoh.

2. Service Calls. Unless otherwise specified in an Order, service calls will be made during 9:00am – 5:00pm local service time, Monday through Friday (“Normal Business Hours”) at the installation address shown on the applicable Order. Service does not include coverage on Ricoh holidays, which include New Year’s Day, Memorial Day, 4th of July, Labor Day, Thanksgiving, the day after Thanksgiving and Christmas Day (collectively, “Ricoh Holidays”). Travel and labor-time for the service calls after Normal Business Hours, on weekends and on Ricoh Holidays, if and when available and only in the event and to the extent that Ricoh agrees to pro vide such non-standard coverage, will be charged at overtime rates in effect at the time the service call is made. While on -site at any Customer location, Ricoh personnel shall comply with Customer’s reasonable policies pertaining to access, security and u se of Customer sites and systems, provided that such policies are provided to Ricoh in advance and in writing and do not conflict with the terms and conditions of this Agreement.

3. Term; Early Termination. Each Order shall become effective on the delivery and Customer acceptance of the Equipment and/or solution and shall continue for the term specified therein (the “Initial Term”) so long as no ongoing default exists on Customer’s part. At the expiration of the Initial Term or any renewal term, unless Customer provides written notice of its intention not to renew within thirty (30) days of the expiration of the Initial Term or any renewal term, the Order shall automatically renew on a month-to-month basis (any such renewal period together with the Initial Term, the “Term”). 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: (i) 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; or (ii) if the other party fail s to perform or 2 MMSA 05.16
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observe any other material covenant or condition of this Agreement, and such failure or breach shall continue un-remedied for a period of thirty (30) days after such party is notified in writing of such failure or breach.

4. Service Charges. (a) Service charges (“Service Charges”) will be set forth on an Order. Service Charges will not include any charges for repairs or Service that are otherwise covered by the applicable manufacturer’s limited warranty during the period covered by any such warranty, to the extent Ricoh has agreed with such manufacturer not to charge a customer for any such charges. Customer acknowledges and agrees that: (i) alterations, attachments, specification changes, or use by Customer of sub -standard supplies that cause excessive service calls may require an increase in Service Charges; (ii) the transfer of the Serviced Products from the location indicated on the applicable Order may result in an increase of Service Charges or the termination of the Order; and (iii) to the extent that Customer requests that Ricoh registers with a third-party vendor prequalification service and Ricoh agrees to register, Customer will be charged for Ricoh’s registration and any other related fees for registering with such service and this Agreement shall be the only terms and conditions to govern such registration and service. Customer shall be responsible for any costs related to freight (including fuel surcharges, which may be imposed from time t o time), postage/mailing expense (meter rentals) and/or administrative and processing fees and, to the extent Ricoh pays such costs, Customer shall immediately reimburse Ricoh.
(b) Unless otherwise specified in an Order, 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. Customer acknowledges that pricing is based on the prevailing rates at the time of the Order. Unless otherwise expressly agreed to in writing, if the Term of the Order exceeds twelve (12) months, the Service Charges and any rate expressly set forth in the Order may be increased by Ricoh up to fifteen percent (15%) of the then-current Service Charges and rates annually for each year beyond the initial twelve (12) month period, and Customer expressly consents to such adjustment without additional notice.

5. Use of Recommended Supplies; Meter Readings. (a) It is not a condition of this Agreement that Customer use only Ricoh -provided supplies. If Customer uses othe r than manufacturer -recommended supplies, including paper, developer, toner, and fuser oil, and if such supplies are defective or not acceptable for use on the Serviced Products or cause abnormally frequent service calls or service problems, then Ricoh may, at its option, assess a surcharge or terminate the applicable Order with respect to such Serviced Products. If so terminated, Customer will be offered Service on a “per call” basis at Ricoh’s then- prevailing time and material rates. If Ricoh determines t hat Customer has used more Ricoh-provided supplies than the manufacturer’s recommended specifications, then Customer will pay reasonable charges for those excess supplies and/or Ricoh may refuse Customer additional supply shipments. (b) Customer is required to provide Ricoh actual and accurate meter readings in accordance with the billing schedule set forth on an Order. Ricoh may, at its discretion and dependent upon Serviced Product capabilities, collect remote meter readings and utilize equipment monitoring services using automatic meter reading solutions (“AMR”). This may allow for automated meter reading and submission, automatic placement of low toner alerts, automatic placement of service calls in the event of a critical Serviced Product failure and may enable firmware upgrades. The meter count and other information collected by AMR (“Data”) is sent via the internet to remote servers some of which may be located outside the U.S. AMR cannot and does not collect Customer document content. Ricoh uses reasonably available technology to maintain the security of the Data; however, Customer acknowledges that no one can guaranty security of information maintained on computers and on the internet. Ricoh retains full rights to the Data (but not C ustomer documents or information), which it or its authorized third parties may use to service the Serviced Products. Ricoh may also use the Data for its normal business purposes including product development and marketing research, however, the Data will not be provided to any non-Ricoh third party in a form that personally identifies the Customer. Ricoh may dispose of the Data at any time and without notice. AMR technology is the confidential and proprietary information of Ricoh and/or its licensors protected by copyright, trade secret and other laws and treaties. Ricoh retains full title, ownership and all intellectual property rights in and to AMR. (c) If an actual and accurate meter reading is not supplied to Ricoh in accordance with the billing schedule set forth on an Order, Ricoh may calculate an estimated meter reading from previous meter readings and Customer agrees to pay Service Charges based on such calculated estimate. Appropriate adjustments will be made by Ricoh in a subsequent billing cycle following Customer providing actual and accurate meter readings. If Ricoh contacts Customer to obtain a meter reading, then Ricoh may assess an administrative fee in an amount equal to fifteen dollars ($15.00) per met er reading collected per billing period for the time and expense associated with meter collection activity in addition to the Service Charges. If Ricoh visits Customer location to obtain a meter reading, Ricoh may assess a fee according to the hourly service charge rate.

6. Connectivity and Professional Services. Customer may acquire connectivity, IT and professional services from Ricoh (“Professional Services”) by executing and delivering to Ricoh an Order setting forth the specific services to be provided. Ricoh shall provide the Professional Services at Customer’s location(s) or on a remote basis as set forth in the Order. Customer shall provide Ricoh with such access to its facilities, networks and systems as may be reasonably necessary for Ricoh to perform the Professional Services. Customer acknowledges that Ricoh’s performance of the Professional Services is dependent upon Customer’s timely and effective performance of its responsibilities as set forth in the Order . Estimated delivery and/or service schedules contained in any Order are non -binding estimates. Intellectual property rights, if any, arising from the Professional Services provided under any Order shall remain the property of Ricoh. Unless connectivity Services are specifically identified in the Order as part of the Services to be performed by Ricoh, Ricoh shall have no obligation to perform and no responsibility for the connection of any hardware or software to any Customer network or system.

7. Customer Obligations. Customer agrees to provide a proper place for the use of the Serviced Products, including but not limited to, electric service, as specified by the manufacturer. Customer will provide adequate facilities (at no charge) for use by Ricoh representatives in connection with the Service of the Serviced Products hereunder within a reasonable distance of the Serviced Products. Customer agrees to provide such access to its facilities, networks and systems as may be reasonably necessary for Ricoh to perform its Services, including but not limited to “360 degree” service access to the Serviced Products. Customer will provide a key operator for the Serviced Products and will make operators available for instruction in use and care of the Serviced Products. Unless otherwise agreed upon by Ricoh in writing or designated in the applicable Order, all supplies for use with the Serviced Products will be provided by Customer and will be available “on site” for servicing. Customer agrees that (i) any equipment not serviced by Ricoh which utilizes identical supplies to the Serviced Products must be covered under a separate inclusive non -Ricoh service program; and (ii) any Serviced Product s under one Ricoh Service Level may not utilize any supplies provided to other Serviced Products with a different Ricoh Service Level (i.e., no sharing of supplies across different Ricoh Service Levels).

8. Insurance. Each party certifies that it maintains, through self -insurance or otherwise, reasonable amounts of general liability, auto and personal property insurance, and workers’ compensation insurance in the amount required by law, and that such insurance will remain in effect during the Term of an Order. Such insurance shall be primary and non-contributory. Limits provided may not be construed to limit liability. General liability insurance shall include the other party as an additional insured and contain no exclusions for cross liability between insureds. Upon request, each party agrees to deliver the other party evidence of such insurance coverage. Failure to maintain adequate insurance does not relieve liability under this Agreement.

9. Indemnification. Each party (“Indemnifying Party”) shall indemnify, defend and hold harmless the other (“Indemnified Party”) from all third-party claims incurred by the Indemnified Party arising out of the death or bodily injury of any agent, employee, or business invitee of th e Indemnified Party, or the 3 MMSA 05.16
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damage, loss, or destruction of any tangible property of the Indemnified Party to the extent proximately caused by the negligent acts or omissions or willful misconduct of the Indemnifying Party, its employees, or agents. Without intending to create any limitation relating to the s urvival of any other provisions of this Agreement, Ricoh and Customer agree that the terms of this paragraph shall survive the expiration or earlier termination of this Agreement. Each party shall promptly notify the other in the event of the threat or initiation of any claim, demand, action or proceeding to which the indemnification obligations set forth in this Section may apply.

Terms applicable to Product sale transactions only:

10. Order; Delivery and Acceptance. Each Order for Products must identify the Products, the Product delivery location and the applicable Product charges. Ricoh will not be obligated to sell or deliver Products where such information is not provided in the applicable Order . Customer shall be responsible for all installation, transportation and rigging expenses. Customer agrees to confirm delivery of all Products covered by each Order when the same is delivered by signing a delivery and acceptance certificate or written delivery acknowledgement. Payment for accepted p urchased Products will be due and payable in accordance with this Agreement and shall not be contingent on installation of software or performance of Professional Services. Orders shall not be cancelable by Customer following acceptance by Ricoh. Ricoh re serves the right to make Product deliveries in installments. All such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Customer of its obligation to accept remaining installments and remit payments as invoiced by Ricoh. Ricoh reserves the right at any time to revoke any credit extended to Customer because of Customer’s failure to pay for any Products when due or for any other credit reason.

11. Title; Risk of Loss. Unless otherwise agreed upon by both parties in writing, Products are deemed delivered and title passes to Customer: (i) upon delivery by Ricoh to common carrier; or (ii) in the case of an arranged delivery by a local Ricoh installation vehicle, upon delivery by such vehicle to Customer shipping point. Upon delivery in either case, Customer assumes all risk of theft, loss or damage to the Products, no matter how occasioned.

12. Returns; Damaged Products. No Products may be returned without Ricoh’s prior written consent. Only consumable goods invoiced within sixty (60) days will be considered for return. On authorized returns, Customer agrees to pay a restocking charge equivalent to thir ty percent (30%) of the purchase price. Products returned without written authorization from Ricoh may not be accepted by Ricoh and is the sole responsibility of Cus tomer. All nonsaleable merchandise (that has been opened or partially used) will be deducted from any credit due to Customer. All claims for damaged Products or delay in delivery shall be deemed waived unless made in writing and delivered to Ricoh within five (5) days after receipt of Products.

Terms applicable to all transactions:

13. Warranty. Ricoh agrees to perform its Services in a professional manner, consistent with applicable industry standards. Ricoh will re-perform any Services not in compliance with this warranty and brought to Ricoh’s attention in writing within a reasonable time, but in no event mo re than thirty (30) days after such Services are performed, which shall be an exclusive remedy for such non-compliance. For any Products manufactured by Ricoh (“Ricoh Equipment”), Ricoh further warrants that, at the time of delivery and for a period of ninety (90) days therea fter the Ricoh Equipment will be in good working order and will be free from any defects in material and workmanship. Ricoh’s obligations under this warranty are limited solely to the repair or replacement (at Ricoh’s option) of parts proven to be defective upon inspection. The foregoing warranty shall not apply if (a) the Ricoh Equipment is installed, wired, modified, altered, moved or serviced by anyone other than Ricoh, (b) the Ricoh Equipment is installed, stored and utilized and/or maintained in a mann er not consistent with Ricoh specifications, (c) a defective or improper non-Ricoh accessory or supply or part is attached to or used in the Ricoh Equipment, or (d) the Ricoh Equipment is relocated to any place where Ricoh services are not available. CUSTOMER ACKNOWLEDGES THAT THE LIMITED WARRANTY CONTAINED HEREIN DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE RICOH EQUIPMENT. In connection with any other Product sale, Ricoh shall transfer to Customer any Product warranties made by the applicable Product manufacturer, to the extent transferable and without recourse , and Ricoh makes no additional warranty or guaranty with respect to any such third-party Products. Physical or electronic copies of any applicable Product warranty will be delivered by Ricoh to Customer only upon Customer’s specif ic written request. Customer agrees to comply with any applicable license agreement or license terms relating to intangible property or associated services included in any Serviced Products or Products, such as software licenses and/or prepaid data base subscription rights (“Software License”), whether pursuant to written, click-through, shrink-wrap or other agreements for such purpose, with the licensor of the software (“Software Supplier”). Ricoh has no right, title or interest in any third-party software. Customer is solely responsible for entering into Software Licenses with the applicable Software Supplier and acknowledges that its rights and obligations with respect to such s oftware as well as those of the Software Supplier are solely as set forth in s uch Software Licenses. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT , RICOH DISCLAIMS ALL

WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE.

14. Limitations. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES . EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS HEREIN AND ANY LIABILITY RESULTING FROM THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9 HEREIN, THE AMOUNT OF ANY DIRECT LIABILITY OF A PARTY TO THE OTHER 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 TWELVE- MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE. IN NO EVENT SHALL RICOH BE LIABLE TO CUSTOMER FOR ANY DAMAGES RESULTING FROM OR

RELATED TO ANY FAILURE OF ANY SOFTWARE PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, OR DELAY OF DELIVERY OF SERVICES UNDER THIS AGREEMENT. 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.

15. Payment; Taxes. Payment terms are net thirty (30) days. If invoices are unpaid and overdue, Customer agrees to pay Ricoh a late charge of one and one-half percent (1.5%) per month on any unpaid amounts or the maximum allowed by law, whichever is less, and in addition shall pay Ricoh all costs and expenses of collection, or in the enforcement of Ricoh’s rights hereunder, including, but not limited to, reasonable internal and external legal costs, whether or not suit is brought. Ricoh has no obligation to use Customer’s invoicing or billing portals, processes, methods or invoicing formats specific to Customer billing requirements. All remedies hereunder or at law are cumulative. Except to the extent of any applicable and validated exemption, Customer agr ees to pay any applicable taxes that are levied on or payable as a result of the use, sale, possession or ownership of the Products and/or Services covered hereunder, other than income taxes of Ricoh.

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16. 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 applicable Services specified in an Order made pursuant to this Agreement immediately: (i) if the other party fails to pay any fees or charges or any other payments required under the Order when due and payable, and such failure continues for a period of ten (10) days after being notified in writing of such failure; or (ii) if the other party fails to perform or observe any other material covenant or condition of this Agreement as incorporated into the Order, and such failure or breach shall continue un- remedied for a period of thirty (30) days after such party is notified in writing of such failure or breach; or (iii) if the other party becomes insolvent, dissolves, or assigns its assets for the benefit of its creditors, or files or has filed against it any bankruptcy or reorganization proceeding. Failure to permit Ricoh to repair or replace the Serviced Products shall constitute a material breach of this Agreement and excuse Ricoh from any and all future performance hereunder. Except as expressly permitted by this Agreement, no refund or credit will be given for any early termination of this Agreement or any Order. If Customer default s in its obligations hereunder, Ricoh may, in addition to any other remedies available at law or equity, require Customer to immediately pay to Ricoh all past due payments under all Orders.

17. Non-Solicitation; Independent Contractors. Customer agrees that during the Term of any Order and for a period of one (1) year after termination or expiration of the last Order to be executed hereunder , it shall not directly or indirectly solicit, hire, or otherwise retain as an employee or independent contractor any employee of Ricoh that is or was involved with or part of the Services. The relationship of the parties is that of independent contractors.

18. Assignment; Force Majeure . Customer shall neither assign any right or interest arising under this Agreement nor delegate any obligations hereunder, whether voluntarily or by process of law, without the prior written consent of Ricoh. Any such attempted as signment or delegation shall be void.

Ricoh shall not be liable for failure to deliver or delays in delivery o f Products or Services occasioned by causes beyond Ricoh’s control, including without limitation, strikes, lockout, fires, embargoes, war or other outbreak of hostilities, inability to obtain materials or shipping space, receipt of orders in excess of Ricoh’s or its supplier’s then -scheduled production capacity, machinery breakdowns, delays of carrier or suppliers, governmental acts and regulations, unavailability of Services, personnel or materials or other causes beyond Ricoh’s control.

19. Electronic Signatures. Each party agrees that electronic signatures of the parties on this Agreement and any Order will have the same force and effect as manual signatures.

20. Governing Law; Entire Agreement. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State where the Customer’s principal place of business or resi dence is located both as to interpretation and performance, without regard to its choice of law requirements. The Uniform Computer Information Transactions Act shall not apply to this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained in this Agreement, supersedes all proposals, oral and written, and all other communications between the parties relating to the Products and Services and may not be amended except in writing and signed by an officer or authorized representative of both parties .

Customer agrees and acknowledges that it has not relied on any representation, warranty or provision not explicitly contained in this Agreement, whether in writing, electronically communicated or in oral form. Any and all representations, promises, warranties, or statements by any Ricoh agent, employee or representative, including but not limited to, statements or representations made in sales presentations or sales proposals that differ in any way from the terms of this Agreement shall be given no force or effect. In the event of any conflict or inconsistency betweens the terms and conditions set forth in this Agreement and those contained in any Order, the terms and conditions of the Order shall control ; provided, however , purchase orders issued to Ricoh for Products and/or Services, even if they do not expressly reference or incorporate this Agreement, shall : (i) be subject to this Agreement; (ii) serve only to identify the Products and/or Services (along with pricing and quantities) ordered; and (iii) not be deemed to alter or otherwise modify the terms and conditions of this Agr eement.

The delay or failure of either party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of such provision or affect the right of such party thereafter to enforce each and every provision of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable. Ricoh may accept any Order under this Agreement by either its signature or by commencing performance (e.g. Product delivery, initiating Services, etc.). Ricoh may accept or reject any order in the exercise of its discretion and may rely upon each order submitted by Customer as a binding commitment. No local, general or trade custom or usage or course of prior dealings between the parties shall be relevant to supplement or explain any term used herein. Ricoh shall comply with all applicable laws in its performance under this Agreement in delivering Products and Services. This Agreement may be executed in one or more counterparts which, taken together, shall constitute one and the same original document. Any notices required under this Agreement should be sent to: Ricoh USA, Inc., 3920 Arkwright Road Macon, GA 31210 Attn: Quality Assurance.

CUSTOMER RICOH USA, INC.

By: By:

Name: Name:

Title: Title:

Date: Date:

Master Service Agreement – Page 1
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103829v1

MASTER SERVICE AGREEMENT

CUSTOMER INFORMATION
Full Legal Name
Address
City State Zip Code
This OMNIA Partners Public Sector Master Service Agreement (this “Agreement”) is made on this ___ day of _________, 20__ (“Effective Date”), by and between Ricoh USA, Inc. (“Ricoh”), with its principal place of business at 300 Eagleview Boulevard, Suite 200, Exton, PA 19341, and the customer listed above (“Customer”). This Agreement is executed pursuant to the contract by and between Ricoh and The Regents of the University of California, a California public corporation (“UC”) on behalf of the University of California; and National Intergovernmental Purcha sing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector Omnia. and all public agencies, non -profits and higher education entities (“Participating Public Agencies”), having a Purchasing Agreement number ______________ (the “Contract”) and the contract period is from January 15, 2021 to January 14, 2026 (the “Contract Period”), including any and all exercised r enewal periods, (the “Contract”). The parties hereby agree as follows:

1. Products; Services. From time to time, Customer and/or its Affiliates (defined below) may desire to purchase from Ricoh and/or its Affiliates:
(a) certain equipment, software licenses or subscriptions, consumables, accessories and other goods (“Products ”); and (b) certain services, including those that may be performed by Ricoh personnel or any Ricoh subcontractor’s personnel (“ Personnel”), in connection with, or independent of, Customer’s purchase(s) of Products under this Agreement (“Services”), each as may be more specifically set forth in an Order Form (defined below). “Affiliate” means, with respect to any specified person or entity, any other person or entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified person or entity. For purposes of this definition, “control,” when used with respect to any specified person or entity, means the power to direct the management and policies of such perso n or entity, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the term “controlled” has the meaning correlative to the foregoing. In order to obtain Products and/or Services from Ricoh or its Affiliates pursuant to this Agreement , Customer shall enter into a binding Service Order, Statement of Work or other written instrument acceptable to Ricoh (an “Order Form”). In the event a Ricoh Affiliate and/or Customer Affiliate executes an Order Form, then: (i) all references to “Ricoh” and “Customer” in this Agreement shall mean the Ricoh Affili ate and Customer Affiliate who execute the Order Form ; (ii) in all events, the sole contracting parties for all purposes related to such Order Form shall be the Ricoh Affiliate and Customer Affiliate who execute such Order Form; and (iii) Customer and each such Customer Affiliate shall be jointly and severally responsible for acts, omissions and obligations under the Order Form executed by such Customer Affiliate, including, without limitation, obligations under this Agreement as incorporated therein.

2. Invoicing and Payment. Ricoh shall invoice Customer for the fees and any other charges set forth in an Order Form. Payments are due within thirty (30) days from the date of the applicable invoice. Customer agrees that it will remit payments in the form of company checks, direct debit or wires only. All fees, rates and other charges provided for in this Agreement or set forth on an Order Form are exclusive of all federal, state, municipal or other governmental excise, sales, use or similar taxes (other than taxes relating to Ricoh’s income) , as well as all levies, import duties, tariffs, or other similar charges whether international, national, state or local, which are levied or imposed on Ricoh in connection with its performance hereunder or under an Order Form. Ricoh will bill Customer for the foregoing to the extent incurred or required to be collected and remitted by Ricoh. Unless otherwise set forth in an Order Form, annually, on the anniversary date of an Order Form , Ricoh will increase the minimum fee and any rate in such Order Form by seven percent (7%). Customer agrees to reimburse Ricoh for all reasonable travel and out -of-pocket expenses incurred by Ricoh in connection with the performance of the Services. Unless otherwise expressly identified on an Order Form, C ustomer represents and warrants that no cooperative or group purchasing organization or similar contract is being or will be used or leveraged by Customer in conjunction with this Agreement or any Order Form. If any invoiced amount is not paid within ten (10) days of its due date, Customer will pay, in addition to that amount, a late charge of five percent (5%) of the overdue payment ( but in no event greater than the maximum amount allowed by applicable law) . Ricoh may suspend or terminate any Services and/or additional deliveries of Products for non- payment. If Customer disputes a charge or charges on a given invoice, other than fixed (or minimum) fees or charges specified in an Order Form, Customer shall pay all non-disputed amounts and provide prompt written notice, with supporting document ation, of the disputed charges to Ricoh. Customer will not be charged a late fee on any charges reasonably disputed by Customer in accordance with this Agreement.

3. Warranties. Ricoh warrants that the Services will be performed: (a) in a good and workmanlike manner ; (b) using reasonable care and skill; and (c) according to the description contained in the applicable Order Form . Ricoh will re-perform any Services not in compliance with this warranty and brought to Ricoh’s attention in writing within a reasonable time, but in no event more than thirty (30) days after such Services are performed, which shall be an exclusive remedy for such non -compliance. Customer acknowledges that Ricoh’s performance of Services is dependent upon Customer’s timely and effective performance of its responsibilities set forth in the Order Form.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN OR IN AN ORDER FORM, RICOH MAKES NO WARRANTIES OF ANY KIND,

EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERV ICES OR PRODUCTS PROVIDED UNDER THIS AGREEMENT, INCLUDING,

WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE , OR FREEDOM FROM INFRINGEMENT OR THIRD PARTY INTELLECTUAL PROPERTY RIGHTS . NO WARRANTIES ARE CREATED BY ANY COURSE OF DEALING BETWEEN THE PARTIES, COURSE OF PERFORMANCE, TRADE USAGE OR INDUSTRY CUSTOM. IN NO

EVENT SHALL RICOH BE LIABLE TO CUSTOMER OR A THIRD PARTY 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 UNDER THIS AGREEMENT. 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. Intellectual Property Rights. Intellectual property rights, including the design, development and delivery of all inventions, business methods, processes, concepts, drawings, designs, blueprints, photographs, sketches, works of authorship, reports, plans, software (in source and object code format), documentation, databases, data, information and other materials (whether intangible or tangible), prepared or created by Ricoh in the course of the performance of the Services shall, upon creation, become the property of Ricoh (“Ricoh Property”) and Ricoh shall retain all ownership rights

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103829v1
in the Ricoh Property; provided, however, that Ricoh Property shall not include, and Ricoh shall not acquire ownership of data, materials or content provided by Customer. N othing contained in any Order Form shall be construed to transfer, convey, restrict, impair or deprive Ricoh of any of its ownership or proprietary interest or rights in technology, information or products that existed prior to the provision of del iverables under the Order Form or that may be independently developed by Ricoh outside the scope of the Order Form. Customer shall not use any Products or Services provided by Ricoh for any unlawful purpose. Subject to payment of all relevant fees and charges, Ricoh hereby grants Customer a worldw ide, perpetual, nonexclusive, non-transferable, royalty-free (other than payments identified in the applicable Order Form or other transaction documents) license solely for its internal business purposes, and may use, display, and distribute (within Customer’s organization only) the Ricoh Property, except as otherwise limited hereunder or under the Order Form. For clarity, any Order Form and the foregoing license relates to the Services only, and software programs (whether on-site or hosted) shall not be deemed to be deliverables or “Services.” All licensing of Ricoh and/or third-party software shall be as provided in Section 5 hereunder.

5. Software. All Ricoh and/or third-party software provided by Ricoh is licensed, not sold, and is subject to the server, seat, quantity and/or other usage restrictions set forth in each applicable license agreement, license terms, or subscription terms relating to such intangible property or associated services (each such license of grant of rights to access or use, a “Software License”), whether pursuant to written, click-through, shrink-wrap or other agreements for such purpose, with the licensor of the software (“ Licensor”) and the restrictions set forth in the applicab le Order Form. Ricoh has no right, title or interest in any third -party software (including any open source software ) and Ricoh makes no representations and provides no representations or warranties with respect thereto . Customer is solely responsible for entering into and complying with Software Licenses with the applicable Licensor and acknowledges that its rights and obligations with respect to such software , as well as those of the Licensor , are solely as set forth in such Software Licenses.

6. Term and Termination. This Agreement shall be effective on the Effective Date and shall remain in effect for so long as any current or renewal term of any Order Form executed by Ricoh and Customer remains in effect. Any expiration or earlier termination of this Agreement shall not, however, be deemed to terminate, alter or otherwise modify the term of any Order Form entered into by the parties, which shall remain in effect in accordance with its terms. Except as otherwise set forth in an Order Form, either party may terminate any of the Services specified in an Order Form upo n thirty (30) days’ prior written notice, subject to any termination fee as may be set forth in the applicable Order Form. Upon termination of the Services, Customer shall: (a) allow Ricoh a reasonable period to remove from Customer’s locations any equipment, tools, supplies, documents, and other property owned, leased, or controlled by Ricoh and used under this Agreement; (b) pay to Ricoh all fees and charges incurred by Customer through the date of termination of the Services under this Agreement; and (c) pay to Ricoh any applicable termination fee, recoupment fee or other fee stipulated to be due upon termination.

7. 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 terminate any Order Form, in whole or in part, or 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 ten (10) 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 thirty (3 0) days after such party is notified in writing of such failure or breach; or (c) if the other party becomes insolvent, dissolves, or assigns its assets for the benefit of its creditors, or files or has filed against it any bankruptcy or reorganization proceeding.

8. Confidentiality. “Confidential Information ” shall mean information in any form which may be disclosed in the performance of this Agreement or an Order Form and which: (a) is identified as confidential; or (b) should reasonably be understood by the receiving party to be confidential and proprietary, including information relating to the Products, Services, data used or generated in the provision of the Services, or any of a party’s products, operations, processes, plans or intentions, know -how, trade secrets, market opportunities or business affairs. Neither party is permitted to divulge, and each party must ensure that its employees, agents and subcontractors do not divulge, to any third-party, any Confidential Information of the other party without the other party’s prior written consent, except to authorized representatives of Customer or to employees or subcontractors of Ricoh who have a need to access such Confidential Information to perform the Services contemplated hereunder . Confidential Information shall not include information which: (i) at the time of disclosure is in the public domain; (ii) after disclosure becomes part of the public domain by publication or otherwise through no fault of the receiving p arty; (iii) is required to be disclosed pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction; or (iv) can be established to have been independently developed and so documented by the receiving party or obtained by the receiving party from any person not in breach of any confidential obligations to the disclosing party. The terms of this Agreement and any Order Form shall not be considered to be Confidential Information. Customer acknowledges and agrees that it shall not provide any sensitive in formation, personal data or information that is otherwise regulated by applicable law, rule, statute, regulation or guidance document without first notifying Ricoh in writing so the parties may, if required, enter into additional terms and conditions related to such information.

Notwithstanding anything in this Agreement to the contrary, Customer is responsible for ensuring its own compliance with any and all applicable legal, regulatory, business, industry, security, compliance and storage requirements re lating to data retention, protection, destruction and/or access. It is Customer’s sole responsibility to obtain advice of competent legal counsel as to the identification and interpretation of any relevant laws and regulatory requirements that may affect Customer’s business or data retention, and any actions required to comply with such laws. RICOH DOES NOT PROVIDE

LEGAL, ACCOUNTING OR TAX ADVICE OR REPRESENT OR WARRANT THAT ITS SERVICES OR PRODUCTS WILL GUARANTEE OR ENSURE COMPLIANCE WITH ANY LAW, REGULATION OR REQUIREMENT.

9. Insurance. Each party certifies that it maintains, through self -insurance or otherwise, reasonable amounts of general liability, automobile liability (if applicable), property insurance (for owned, rented or leased equipment/property used by each party) professiona l liability/error and omissions (if applicable), and workers’ compensation insurance in the amount required by law, and that such insurance will remain in effect during the term of an Order Form (or this Agreement whichever is longer). Such insurance shall be primary and non-contributory. Limits provided may not be construed to limit liability. General liability insurance shall include the other party as an additional insured and contain no exclusions for cross liability between insureds. Upon request, each party agrees to deliver the other party evidence of such insurance coverage. Failure to maintain adequate insurance does not relieve liability under this Agreement. Each party shall also require that all of its subcontractors maintain simila r coverages. Such insurance policies will be primary for that party’s exposure relative to any insurance purchased or maintained by the other party, and be evidenced by a certificate of insurance containing a signature by a duly authorized representative of the insurer providing such insurance cannot be canceled without thirty (30)

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days’ written notice to the other party. With regard to the general liability insurance and automobile liability insurance, each party’s insurance shall be endorsed so the insurer will waive subrogation rights against the other party.

10. Indemnification. Each party (“Indemnifying Party”) shall indemnify, defend and hold harmless the other (“ Indemnified Party”) from all third-party claims incurred by the Indemnified Party arising out of the death or bodily injury of any agent, employee, or business invitee of the Indemnified Party, or the damage, loss, or destruction of any tangible property of the Indemnified Party, to the extent caused by the negligent acts or omissions or willful misconduct of the Indemnifying Party, its employees, or agents. Customer warrants and represents that it violates no intellectual property rights or confidentiality agreements of third-parties by having Ricoh perform Services under this Agreement. Customer shall further indemnify, defend and hold harmless Ricoh and its representatives and affiliates from and against any fine, penalty, claim, suit, demand, liability, cause of action, damage or cost (including reasonable attorneys’ fees) for any actual or alleged violation of any law or regulation, including, without limitation, claims relating to: (a) shipping of any regulated materials (e.g., hazardous materials) arising from Ricoh’s shipping of materials provided by or on behalf of Customer hereunder; (b) Customer’s use of personal or other regulated data in conjunction with any one or more Services; and (c) import, export and re-export control (collectively, “ Import/Export Laws ”) arising from Customer’s use of the Services and/or any software or web-based solution provided or contemplated under this Agreement . Notwithstanding any other provision of this Agreement, Customer shall at all times remain solely responsible for complying with all applicable shipping laws or regulations and Import/Export Laws, and for obtaining any applicable authorization or license thereunder. Customer represents and warrants to Ricoh that it, its employees and agents shall not provide Ricoh with any document, technology, software or item for which any authorization or license is required under any Import/Export Law. Customer shall indemnify, defend and hold harmless Ricoh and its representatives and affiliates from and against any claim, suit, demand, liability, cause of action, damage or cost (including reasonable attorneys’ fees and expenses) for actual or alleged infringement of any intellectual property right, including but not limited to copyright, trademark, or right of publicity, and breach of confidentiality arising from the copying/processing of materials provided by Customer under an Order Form . 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.

11. Limitations.

11.1 Ricoh and Customer shall each be excused from any delay or failure in performance of their obligations under this Agreement (other than payment obligations) for any period if such delay or failure is caused by any event of force majeure or other similar factors beyond its reasonable control.

11.2 IN NO EVENT SHALL RICOH’S LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER ARISING OUT

OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED, IN THE AGGREGATE,

THE AMOUNT RICOH RECEIVED FROM CUSTOMER HEREUNDER DURING THE TWELVE-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE FOR THE PRODUCT(S) OR SERVICE(S) GIVING RISE TO THE LIABILITY.

11.3 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR

INDIRECT DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, REVENUE OR PROFIT, WHETHER

ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OT HERWISE, REGARDLESS OF

WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE BREACHING PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.4 THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE NON-BREACHING PARTY’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

12. Out of Scope Services. Notwithstanding anything to the contrary in this Agreement or any Order Form, the Services do not include, and Ricoh shall have no obligation to provide, or any liability for, any Out of Scope Services. “Out of Scope Services” means: (a) any service that is not specified in an Order Form; and (b) the operation or maintenance of any heavy equipment or machinery, including forklifts and stackers; the use or operation of any non-Ricoh vehicles; the handling or delivery of cash, checks, securities or negotiable instruments; security services, including x -ray, screening, guard or similar security measures; catering services; the leasing of real estate; chauffer, limo or shuttle services; and the shipping, handling, or delivery of lithium batteries (unless the shipping of lithium batteries has been expressly agreed to by Ricoh and Customer agrees that such shipping will be performed in accordance with Ricoh’s Lithium Shipping Procedures, which shall be provided upon request), explosives, drugs, chemicals, hazardous materials, biological materials, medical supplies, medical wastes, food items, and other perishables.

13. Non-Solicitation. Customer may not, during any Personnel’s assignment to Customer under an Order Form or within one (1) year after the completion of such an assignment under the applicable Order Form, directly or indirectly solicit, hire, or otherwise employ or engage any such Personnel who was assigned to Customer in any manner or have any Personnel who was assigned to Customer provide services to Customer through a third- party. If Customer fails to comply with the previous sentence, then Customer shall pay to Ricoh (without prejudice to other claims, rights, and remedies Ricoh may have) a one -time placement fee as compensation for the screening, hiring , and training costs incurred by Ricoh with respect to the replacement of each such P ersonnel, a sum equal to one (1) years’ salary for each person Customer directly or indirectly hires, employs or engages (including, but not limited to, circumstances where such Personnel is employed with or an independent contractor for a third party and provides services to Customer), not to exceed $50,000 for each such person. Customer acknowledges that: (a) individual Ricoh Personnel have post-employment and post-engagement obligations and duties to Ricoh; and (b) Customer’s direct or indirect employment or engagement of former Ricoh Personnel who were assigned to Customer, or Customer’s negotiations or other discussions with former Ricoh Personnel who were assigned to Customer concerning such direct or indirect employment or engagement may interfere with the performance of those individuals’ post -employment and post-engagement duties to Ricoh. Ricoh’s acceptance of fees under this Section 13 will not constitute a waiver of, and shall be in addition to, Ricoh’s right to obtain any and all relief, including, but not limited to, injunctive relief and damages, in any legal proceeding(s) against Customer and/or such former Ricoh Personnel in connection with the breach of and/or interference with any such former Ricoh Personnel’s post-employment or post -engagement obligations.

14. Subcontracting and Assi gnment. Customer acknowledges and agrees that Ricoh may from time to time, in its sole discretion, engage subcontractors, including non-U.S. subcontractors, to perform any portion of the Services on Ricoh’s behalf. If Ricoh engages any subcontractor, Ricoh shall be fully responsible for the subcontractor’s performance in accordance with the terms of this Agreement and the applicable Order Form, and any breach by any such subcontractor shall be deemed a breach by Ricoh. Ricoh shall provide Customer with reas onably available information about its subcontractors upon written request from Customer. Customer shall not assign this Agreement or any Order Form, or any of its obligations under this

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Agreement or any Order Form, whether voluntarily or by process of law , without the prior written consent of Ricoh, which consent shall not be unreasonably delayed, withheld or conditioned.

15. On-Site Services. If On-Site Services (as defined in the applicable Order Form) are performed, then this Section 15 shall apply. Despite anything in this Agreement or an Order Form to the contrary, if Ricoh determines (in its reasonable and good faith discretion) that it must increase compensation paid to Personnel who are performing the On-Site Services due to a change in legislation or a similar event outside of Ricoh’s reasonable control affecting labor costs in a material manner, then Ricoh may, upon thirty (30) days’ advance notice to Customer, increase its charges under the applicable Order Form by a reasonable amount related to the compensation increase. If Customer terminates any On-Site Services or if Ricoh terminates any On- Site Services for Customer’s uncured default, then Customer shall (in addition to all other charges or amounts due and owing under the Order Form and any other claims that Ricoh may have related to the termination): (i) reimburse Ricoh for all costs and expenses that Ricoh has incurred or remains obligated to incur related to performing the terminated On-Site Services (including, for example, implementation and deployment expenses, expenses to rent vehicles or other equipment, real estate expenses, and compensation of independent contractors and specialized personnel); and (ii) pay to Ricoh a termination fee equal to : (a) four (4) times the th en current minimum fee if termination occurs in the first twelve (12) months of the initial term or any renewal term of the Order Form ; (b) three (3) times the then current minimum fee if t ermination occurs in months thirteen (13) through twenty- four (24) of the initial term or any renewal term of the Order Form ; or (c) two (2) times the then current m inimum fee if termination occurs any time after the twenty-fourth (24th) month of the initial term or any renewal term and prior to the expiration of such initial term or renewal term of the Order Form, and if applicable, any other fees and charges specified on the Order Form (collectively, “On-Site Services Termination Fee”). For clarity, if Customer terminates On-Site Services due to an uncured default by Ricoh under the applicable Order Form, then Customer shall not be obligated to pay the On-Site Services Termination Fee related to that Order Form. Customer acknowledges and agrees that: (a) the On-Site Services Termination Fee is reasonable given: (i) the injury to Ricoh caused by the termination of the On-Site Services, (ii) the difficulties in proving the type and amount of damages caused by such termination, and (iii) the inconvenience and impracticality of obtaining an adequate remedy; and (b) Customer’s payment of the On-Site Services Termination Fee is intended to provide Ricoh with a reasonable remedy for such termination and not to operate as a penalty.

16. Miscellaneous.

16.1 Customer Policies and Procedures; Cooperation. While at Customer’s site, all Personnel shall comply with Customer’s reasonable site safety and security policies, provided they are first provided in writing in advance to Ricoh, do not conflict with this Agreement or any Order Form, and do not impose any additional financial or legal burden on Ricoh. Customer shall provide access to its facilities, networks, systems, data and Customer personnel, and otherwise cooperate with Ricoh in the design, implementation, delivery, support, administration, and management of the Services.

16.2 Purchases of Products . All purchased Products ar e shipped FOB Ricoh’s facility. Title to purchased Products shall pass to Customer upon Ricoh’s delivery to common carrier, at which time Customer assumes all risk of loss, theft or damage in transit. Within five (5) days of delivery, Customer shall notify Ricoh in writing if any purchased Product is defective or does not conform to the manufacturer’s specif ications, in which case Ricoh shall promptly repair or replace the defective or non-conforming purchased Product. Purchased Product shall be deemed accepted by Customer if Customer fails to notify Ricoh of any non-conformity or defect as described above. Customer’s obligation to accept and pay for purchased Product is not contingent on Ricoh’s provision of Services.

16.3 Governing Law. This Agreement and any Order Form shall be governed by the laws of the State where the Customer’s principal place of business or residence is located both as to interpretation and performance, without regard to its choice of law rules or requirements.

16.4 Entire Agreement. The parties agree that the terms and conditions contained in this Agreement and in each Order Form make up the entire agreement between them regarding the Services and (subject to Section 5) Products and supersede all prior written or oral communications, understandings or agreements between the parties relating to the subject matter contained herein, including without limitation, purchase orders. Any purchase order or other ordering documents issued by Customer at any time for any reason will not modify or affect this Agreement or any Order Form, nor have any other legal effect notwithstanding the inclusion of any additional or different terms or conditions in any such ordering document and shall serve only the purpose of identifying the Products or Services ordered. Except as otherwise expressly set forth he rein, any change in any of the terms and conditions of this Agreement or any Order Form must be in writing and signed by both parties.

16.5 Order of Precedence. As it pertains to this Agreement for Services (as defined below), the order of precedence of the com ponent parts of this Agreement shall be as follows: (a) the terms and conditions of the Order Form (b) the terms and conditions of this Agreement, and (b) the terms and conditions of the Contract. .

16.6 Waiver; Severability. The delay or failure of either party to enforce at any time any of the provisions of this Agreement or any Order Form shall in no way be construed to be a waiver of such provision or affect the right of such party thereafter to enforce each and every provision of this Agreement and each Order Form. If any provision of this Agreement or any Order Form is held to be invalid or unenforceable, such provision shall be construe d by modifying it to the minimum extent necessary to make it valid or enforceable (if permitted by law) or, i f not, then it shall be construed as though this Agreement and each Order Form did not contain the particular provision held to be invalid or unenforceable.

16.7 Survival. 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 Sections 8 (Confidentiality), 9 (Insurance), 10 (Indemnification), 11 (Limitations) , 15 (On-Site Services), and 16.9 (Notices; Promotional Materials) shall survive the expiration or earlier termination of this Agreement. This Agreement is for the sole benefit of the parties hereto and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

16.8 Signatures. Each party agrees that electronic signatures of the parties on this Agreement and any Order Form will have the same force and effect as manual signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original.

16.9 Notices; Promotional Materials . All notices shall be given in writing by the party sending the notice 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. Neither party shall (orally or in writing) make any media release or issue any promotional materials concerning this Agreement or the subject matter hereof nor (b) use any trade name, service mark, logo, or trademark of the other party without the prior written approval of the other party , which shall not be unreasonably withheld, conditioned or delayed.

16.10 Non-Appropriation of Funds. If the Customer is a State or political subdivision of a State, as those terms are defined in Sectio n 103 of the Internal Revenue Code, the following additional terms a nd conditions shall apply. Customer’s obligation to pay compensation due to us under this Agreement and any Order Form is subject to appropriations by Customer’s governing board to satisfy payment of such obligations. Customer’s

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103829v1
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 will not be obligated to make any payments under such Order Form to this Agreement beyond the amount appropriated for payment obligations under the Order Form to this Agreement. Customer will provide Ricoh with written notice of non-appropriation of funds within thirty (30) calendar days after action is completed by Customer’s governing board. However, Customer’s failure to provide such notice shall not extend the Order Form t o this Agreement into a fiscal year in which sufficient funds have not bee n appropriated, provided that (x) Customer shall pay any and all payments due up through the end of the last day of the fiscal year for which appropriations were made and (y) Customer shall pay for Services set forth under any such Order Form for each month or part thereof that Customer utilizes the Services.

CUSTOMER RICOH USA, INC.

By: By:

Name: Name:

Title: Title:

LSEADD OMNIA-PS-POte 01.21 Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 1 of 2

Omnia Partners Public Sector Product Schedule
with Purchase Option (tax exempt)
Product Schedule Number: __________________

Master Lease Agreement Number: ________________

CUSTOMER INFORMATION

Customer (Bill To)

Billing Contact Name
Product Location Address

Billing Address (if different from location address)
City County State Zip

City County State Zip Billing Contact Telephone Number

Billing Contact Facsimile Number Billing Contact E-Mail Address

PRODUCT DESCRIPTION (“Product”)
Qty Product Description: Make & Model Qty Product Description: Make & Model

PAYMENT SCHEDULE

Minimum
Term
(months)
Minimum Payment
(Without Tax)
Interest Rate

___________%
per annum

Minimum Payment Billing
Frequency

Monthly
Quarterly
Other: ____________________

Advance Payment

1st Payment
1st & Last Payment
Other: __________________

TERMS AND CONDITIONS

Ricoh USA, Inc.
300 Eagleview Blvd #200
Exton, PA 19341
___________
Customer Initials

LSEADD OMNIA-PS-POte 01.21 Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 2 of 2

3. Purchase Option:

The parties agree that the purchase option for the Product is a $1.00 purchase option plus applicable taxes. In connection with such option , Customer further agrees as follows:

THE PERSON SIGNING THIS SCHEDULE ON BEHALF OF THE CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO DO SO.

CUSTOMER

By: X_________________________________________________________ Authorized Signer Signature

Printed Name: __________________________________________________

Title: ________________________________________ Date: ___________

Accepted by: RICOH USA, INC.

By: ___________________________________________________________ Authorized Signer Signature

Printed Name: __________________________________________________

Title: ________________________________________ Date: ___________ Amendment No. 1 Page 1 of 2
Agreement No. 2021002788
Revised 11/4/15
Th
is Amendment #1 to Agreement # 2021002788 (“Agreement”) is entered into between The Regents of the University of California (UC) and Supplier.

MENDMENT TO AGREEMENT
The Agreement is hereby amended as follows:

S
ection 12. Cooperative Purchasing is deleted and replaced with the following:

S
ection 12. Cooperative Purchasing
S
upplier agrees to extend for Goods and/or Services to participating agencies (public and private schools, colleges and universities, cities, counties, non-profits, and all gove rnmental entities) registered with OMNIA Partners, Public Sector under the terms of this a greement, subject to Section 16 below.

Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a P articipating Agency and Supplier, such as job or industry- specific requirements, legal requirements, or specific local policy requirements. Supplier may require the use of its then -current standard Master Lease Agreement document or any other lease agreement mutually agreed between t he parties. Any negotiated additional terms and conditions must never be less favorable to the Participating Agency than what is contained in this Contract. As it relate s to any additional terms and conditions entered into between Supplier and the Participating Agency, including Supplier’s then- current standard Master Lease Agreement, conflict shall be resolved by giving priority in the below order of precedence:
1 . M
aster Lease Agreement or any other lease agreement satisfactory to Supplier.

2. L
ease Product Schedule
T
his Order of Precedence is not applicable to the University of California or to any conflict between Supplier and the University of California. All contractual administration issues (e.g. terms and conditions, extensions, and renewals) will remain UC’s responsibility except as outlined in the above referenced Request for Proposal “RFP – Print Goods and Services‐ – UC Systemwide.” Operational issues, fiduciary responsibility, payment issues , performance issues and liabilities, and disputes involving individual participating agencies will be addressed, administered, and resolved by each participating agency.

Adding attached Incorporated Document (c. UC Terms and Conditions of Equipment Lease Dated 12/15/94) to end of Agreement.

All other terms, conditions and provisions of the Agreement shall remain in full force and effect.

This Amendment is signed by the parties’ duly authorized representatives, and shall be effective as of the date of last signature below.

A
mendment to Agreement
DocuSign Envelope ID: 78BBDC1D-40A8-4AC6-A654-2EF9039D5862 Amendment No. 1 Page 2 of 2
Agreement No. 2021002788
Revised 11/4/15
RICOH USA, INC. THE REGENTS OF THE

UNIVERSITY OF CALIFORNIA
By:

Name:

Title:

Date:

DocuSign Envelope ID: 78BBDC1D-40A8-4AC6-A654-2EF9039D5862 Sr. IT Commodity Manager
2/10/2023
Michael Wegmann
Director, Corp. & Public Sector Contracts
Steve Bissey
2/10/2023

BULLETIN NO.: BUS-43 Rev. DATE: 12/15/94 PAGE: 74 Page 1

TERMS AND CONDITIONS OF EQUIPMENT LEASE

ARTICLE 1 - GENERAL. For the purpose of these terms and conditions, the terms "University", "Lessor" and "Order" shall hereinafter be defined as follows:

A. University: The Regents of the University of California.

B. Lessor: The grantor of the use of personal property by lease.

C. Order: A straight lease or rental agreement, with or without option to purchase, as indicated on the purchase order.

The equipment, supplies and services covered by this order shall be furnished by Lessor subject to all the terms and conditions set forth in this order including the following, which Lessor, in accepting this order agrees to be bound by and to comply with in all particulars and no other terms or conditions shall be binding upon the parties unless hereafter accepted by them in writing. Written acceptance or shipment of all or any portion of the materials or supplies or the performance of all or any portion of the services covered by this order shall constitute unqualified acceptance of all its terms and conditions. The terms of any proposal referred to in this order are included and made a part of the order only to the extent it specifies the equipment, supplies and services ordered, the price therefor, and the delivery thereof, and then only to the extent that such terms are consistent with the terms and conditions of this order.

ARTICLE 2 - INSPECTION. The equipment, s upplies and services furnished shall be exactly as specified in this order, free from all defects in manufacturer's design, workmanship and materials, and, except as otherwise provided in this order, shall be subject to inspection and testing by University at all times and places. If, prior to final acceptance, any equipment, supplies or services are found to be defective or not as specified, University may reject them, require Lessor to correct them without charge, or require delivery of such equipment, supplies, or services at a reduction in price which is equitable under the circumstances. If Lessor is unable or refuses to correct such items within a time deemed reasonable to University, University may terminate the order in whole or in part. Lessor shall bear all risks as to rejected equipment, supplies and services and, in addition to any costs for which Lessor may become liable to University under other provisions of this order, shall reimburse University for all transportation costs, other related costs incurred, or payments to Lessor in accordance with the terms of this order for unaccepted equipment, sup plies and services. Notwithstanding final acceptance and payment Lessor shall be liable for latent defects, fraud or such gross mistakes as amount to fraud.

ARTICLE 3 - TERMS OF USE. Except as otherwise provided on the face of this order, the specified rental payments shall entitle University to unlimited use and operation of said equipment at any time and any place and for any period of time at the convenience of University (exclusive o f the time required for preventive and remedial maintenance) and shall not be restricted to consecutive hours, length of personnel shifts, or any other restrictions.

ARTICLE 4 - CHANGES. No change to the lease shall be allowed without written approval of University. Any claim of Lessor for an adjustment under this Article must be made in writing within thirty (30) days from the date of receipt notification of such change unless University waives this condition in writing. Nothing in the Article shall excuse Lessor from proceeding with performance of the order as changed hereunder.

ARTICLE 5 - TERMINATION. University may at its option, by written notice stating the extent and effective date, terminate this order at the anniversary date of the lease or at the end of any fiscal year in whole or in part in the event the funding agency does not appropriate sufficient funds to continue the lease payments.

University may by written notice terminate this order for Lessor's default, in whole or in part, at any time, if Lessor refuses or fails to comply with the provisions of this order, or so fails to make progress as to endanger performance and does not cure such failure within a reasonable period of time, or fails to make deliveries of said equipment or supplies or perform the services within the time specified or any written extension thereof.

In the event University defaults in the payment of any amount due or to become due under the terms of the lease or defaults in the performance of any of the terms and conditions hereof, all the University's rights hereunder as to use and possession of the equipment shall, at the option of Lessor, terminate and Lessor shall become entitled to retain all rentals and to take posses sion of the property, provided however, that in such event neither Lessor nor University shall have the right to rent said equipment to any third party so long as it remains on the premises of University.

ARTICLE 6 - TITLE. Lessor covenants that it is the sole owner of said property, and that no other person, party, firm or corporation has any right, title, interest in or to same and that during the term of this lease said Lessor will not sell or encumber said property, or any interest therein, except subject to the rights given University by virtue of the lease. Title to said property, including any accessories and devices furnished by Lessor except those subsequently p urchased by University, vests in Lessor, and said property may be removed by Lessor at or after termination of this Agreement unless purchased by University pursuant to its Purchase Option, if any.

ARTICLE 7 - PAYMENT. Unless otherwise provided for in this order, lease charges shall be invoiced in arrears and shall be payable thirty (30) days after the end of the period for which the charges accrue or thirty (30) days after University's receipt of invoice whichever is later.

ARTICLE 8 - TAXES. Lessor alone shall pay any license fees, assessments, sales, use and other taxes lawfully imposed during the term hereof upon the equipment, supplies or services furnished pursuant to this order.

ARTICLE 9 - PROPERTY T AX EXEMPTION. Lessor agrees to
cooperate with University and do all acts reasonably n ecessary and appropriate to secure and maintain tax exemption of the property leased hereunder pursuant to Article 13, section 3 of the California Constitution. Lessor agrees to apply the amount of any reduction of tax resulting from such exemption as a credit against r ental payments otherwise due by University to Lessor hereunder.

ARTICLE 10 - WARRANTY. Lessor warrants that said equipment, including accessories, will be in good operating condition when installed and that any subsequent defects in design, materials or workmanship during the term of this Lease will be corrected by Lessor at its sole expense. Lessor will inform University of the terms and conditions of DocuSign Envelope ID: 78BBDC1D-40A8-4AC6-A654-2EF9039D5862

BULLETIN NO.: BUS-43 Rev. DATE: 12/15/94 PAGE: 74 Page 2

any manufacturer's warranty in effect on the commencement date of this lease. In the event of defect in design, material, or workmanship during the term of the lease, the Lessor will assert any Manufacturer's Warranty in effect between Lessor and the Manufacturer at the time the defect becomes apparent.

ARTICLE 11 - PROPRIETARY RIGHTS INDEMNITY. Lessor shall indemnify, defend, and hold harmless University, its officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to attorneys' fees) resulting from any judgment or proceeding in which it is determined, or any settlement agreement arising out of the allegation, that Lessor's furnishing or supplying University with parts, goods, components, pro grams, practices, or methods under this order or University's use of such parts, goods, components, programs, practices, or methods supplied by Lessor under this order constitutes an infringement of any patent, copyright, trademark, trade name, trade secret, or other proprietary or contractual right of any third party. The foregoing shall not apply unless University has informed Lessor as soon as practicable of the suit or action alleging such infringement. Lessor shall not settle such suit or action without the consent of University. University retains the right to participate in the defense against any such suit or action.

ARTICLE 12 - TRANSPORTATION AND INSTALLATION. Unless
otherwise provided for in this order, Lessor will be responsible for all transportation and handling costs related to the shipment to and from University of the leased equipment. Should the equipment require specialized i nstallation, Lessor will provide the required technical assistance at no charge.

ARTICLE 13 - ASSIGNMENT. This order is not assignable by Lessor, except as to any payment due hereunder, without the written approval of University.

ARTICLE 14 - EQUAL OPPORTUNITY AFFIRMATIVE ACTION.

Lessor shall not maintain or provide racially s egregated facilities for employees at any establishment under its control. Lessor agrees to adhere to the requirements set forth in Executive Orders 11246 and 11375, and with respect to activities occurring in the State of California, to the California Fair Employment and Housing Act (Government Code section 12900 et seq.). Expressly, Lessor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, ancestry, medical condition (as defined by California Code section 12925[f]), marital status, age, physical and mental handicap in regard to any position for which the employee or applicant for employment is qualified, or because he or she is a disabled veteran or veteran of the Vietnam era.

Lessor shall further specifically undertake affirmative action regarding the hiring, promotion and treatment of minority group persons, women, the handicapped, and disabled veterans and veterans of the Vietnam era.

Lessor shall communicate this policy in both English and Spanish to all persons concerned within its company, with outside recruiting services, and the minority community at large. Lessor shall provide the University on request a breakdown of its labor force by groups, specifying the above characteristics within job categories, and shall discuss with the University i ts policies and practices relating to its affirmative action programs.

ARTICLE 15 - SERVICE AND MAINTENANCE. In the event this order includes service and maintenance of said equipment, Lessor will provide such service and maintenance required to keep said equipment in good working condition throughout the term of lease. The service and maintenance will consist of not less than: (1) periodic cleaning, and adjustments in the mechanisms and replacing unserviceable parts, and (2) emergency repair service, including replacement of unserviceable parts. In order to perform maintenance service hereunder Lessor shall have reasonable access to the leased equipment to the extent practical in consonance with operational requirements. Lessor agrees that its failure to provide service and maintenance to keep the equipment in good operating condition shall result on a credit of 1/30th of the monthly lease payments for every twenty-four (24) hour period or portion thereof following the first twenty-four (24) hours after notification to Lessor that the equipment is inoperative.

ARTICLE 16 - ALTERATIONS. Un iversity or its authorized agents may make alterations or install attachments to the equipment and the Lessor shall be so notified. In the event that such changes substantially increase the cost of maintenance, mutually agreeable arrangements for additional maintenance s ervice shall be made on an individual installation basis. Such alterations or attachments whi ch are not the property of Lessor shall be removed immediately after discontinuation of lease (unless University elects to exercise its Purchase Option) and the equipment restored to the prior configuration (ordinary wear and tear only excluded) at University's expense. Lessor shall inform University of any provisions in the manufacturer's warranty which may cause the warranty to be affected by any such alterations or attachments.

ARTICLE 17 - RISK OF LOSS. During the period of time that property covered by this order is in the possession of University, University ( and its customers, if installed on University's customers' premises) shall take good care of the property and University shall be responsible for any loss of or damage to the property caused by University while in its possession and control, unless such damage or loss is a consequence, directly or indirectly of intentional or negligent acts or omissions of Lessor or Lessor's agents.

ARTICLE 18 - OPTION TO PURCHASE. University is hereby given the option (provided University is not in default in the performance of any of its obligations hereunder) to purchase any or all of said property at the times and for the amounts set forth in this order. As of the date of exercise of the option, University's Standard Terms and Conditions of Purchase shall be substituted for the terms and conditions applicable to this lease. Said terms and conditions of purchase shall be those in effect as of the date the property was installed, provided that the period of manufacturer's w arranty set forth therein shall be deemed to have commenced as of the date the Lease Terms commenced, and University shall be entitled to the remaining portion, if any, of said warranty period.

University shall exercise su ch option to purchase said property by notifying Lessor in writing of its intention to do so. Such notice may be delivered to Lessor's office or may be mailed to Lessor at the address specified by Lessor. Such notice shall be given by University to Lessor not less than thirty (30) days before the expiration of the current year of the lease. Lessor shall keep University advised of any change of Lessor's address for the purpose of such notice.

ARTICLE 19 - LESSOR'S LIABILITY AND INSURANCE

REQUIREMENTS
A. INDEMNIFICATION. Lessor shall defend, indemnify, and hold harmless University, its officers employees, a nd agents, from and against all losses, expenses (including attorney's fees), damages, and liabilities of any kind resulting from or arising out of this agreement and/or Lessor's performance hereunder, provided such losses, expenses, damages, and liabilities are due or claimed to be due to the negligent or willful acts or omissions of Lessor, its officers, employees, agents, subcontractors, or anyone directly or indirectly employed by them, or any person or persons under Lessor's direction and control.

DocuSign Envelope ID: 78BBDC1D-40A8-4AC6-A654-2EF9039D5862

BULLETIN NO.: BUS-43 Rev. DATE: 12/15/94 PAGE: 74 Page 3

B. INSURANCE. In consideration of the above, Seller shall at its expense obtain, keep in force and maintain ins urance to cover its performance under this order as follows:

1. Comprehensive or Commercial Form General Liability Insurance (Contractual Liability Included)
Minimum Limits:

1. Each Occurrence $

2. Products/Completed Operations $

If the above insurance is written on a claims made form, it shall continue for three years following termination of this agreement. The insurance shall have a retroactive date of placement prior to or coinciding with the effective date of this agreement.

2. Business Auto Liability: (Owned, Scheduled, Non-Owned, or Hired Automobiles) with a combined single limit of no less than $ per occurrence.

3. Workers' Compensation as required under California State law.

Lessor, upon the execution of this agreement shall furnish University with Certificates of Insurance evidencing compliance with all requirements. C overages referred to under B 1. and 2. above shall include The Regents of the University of California as an additional insured, but only with respect to the negligent acts or omissions of Seller, its officers, agents, employees, subcontractors or anyone directly or indirectly employed by them, or any other person or persons under its direction and control. The Certificates of Insurance shall obligate Lessor's insurers to notify University at least 30 days prior to cancellation of or change in any of said insurance.

ARTICLE 20 - OTHER APPLICABLE LAWS. Any provisions required to be included in a contract of this type by any applicable and valid federal, state or local law, ordinance, rule or regulation shall be deemed to be incorporated herein.

DocuSign Envelope ID: 78BBDC1D-40A8-4AC6-A654-2EF9039D5862 P urchasing Agreement # 2021002788
The Agreement to furnish certain goods and services described herein and in the documents referenced herein (“ Goods and/or Services”) is made by and between The Regents of the University of California, a California public corporation (“UC”) on behalf of the University of California, and the supplier named below (“Supplier”). This Agreement is binding only if it is negotiated and executed by an authorized representative with the proper delegation of authority.

Ri
coh USA, Inc.

1. Statement of Work
Supplier agrees to perform the Services listed in the statement of work attached as Attachment A (“Statement of Work”) and any other documents referenced in the Incorporated Documents section herein , at the prices set forth in the Statement of Work and any other documents referenced in the Incorporated Documents section herein. Unless otherwise provided in the Agreement, UC will not be obligated to purchase a minimum amount o f Goods and/or Services from Supplier.

2. Term of Agreement/Termination
a) T
he initial term of the Agreement will be from 1/ 26/21 and through 1/25 /26 (Initial Term) and is subject to earlier termination as provided below. UC may renew the Agreement for 5 ( five) successive 1 (one) - year periods (each, a Renewal Term), by providing Supplier with at least 15 calendar days’ written notice before the en
d of the Initial Term or any Renewal Term.
b) UC
may terminate the Agreement for convenience by giving Supplier at least 30 calendar days' written notice.

Notwithstanding the foregoing, any termination of the Agreement shall not affect any individual agreements (including any lease agreements) the Supplier (or any permitted assignee) has in place with participating agencies prior to the effect date of the termination of the Agreement. c) UC or Supplier may terminate the Agreement for cause by giving the other party at least 15 days' notice to cure a breach of the Agreement (Cure Period). If the breaching party fails to cure the breach within the Cure Period, the non-breaching party may immediately terminate the Agreement.

3. Purchase Order; Advance Payments
Un
less otherwise provided in the Agreement, Supplier may not begin providing Goods and/or Services until UC approves a Purchase Order for the Goods and/or Services.

4. Pricing, Invoicing Method, and Settlement Method and Terms R
efer to Statement of Work or Purchase Order for Pricing. For systemwide agreements, each UC Location will specify the Invoicing Method and Payment Options that will apply, taking into account the operational capabilities of Supplier and the UC Location. See UC’s Procure to Pay Standards http://www.ucop.edu/procurement- services/_files/Matrix%20for%20website.pdf for the options that will be considered. In the case of systemwide agreements, each UC Location will specify these terms in a Statement of Work or Purchase Order, as the case may be.] Al
l invoices must clearly indicate the following information:
a. California state and local sales tax as a separate line item (if applicable), including the rate employed. b. Purchase Order or Release Number and the Agreement Number c. Description and Quantity, of the Products and Support ordered d. Net Cost of each item
e. Any applicable discount(s)
f. Reference to original order and invoice number for all credit invoices issued g. Original order and invoice number for all credit invoices issued DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Template revised on 10.1.19 Page 2 of 7
h. On invoices for impressions or overage: for each device, (1) the number of impressions and the impression rate, (2) the number of overage impressions and the impression overage rate, and (3) the taxable amount of thes e i
mpressions or overage. Tax is NOT to be included for labor or technical service charges. i. Start and end meter counts for each device.

1. M
aintenance charges must be invoiced on separate invoices from lease or purchase charges for UC transactions only..

2. I
f a UC Location has an MFD/Printer Fleet management program, individual device maintenance invoices and individual device lease invoices must be consolidated into separate summary invoices.

3. I
nvoices shall NOT contain line items for training, delivery, or other charges not expressly detailed in this RFP.

4. Su
pplier will provide a designated contact for billing/invoicing questions and issues. This contact must be available 8- 5 P
ST/PDT, Monday-Friday.

5. I
nvoices will be submitted directly to the UC Locations’ Accounting Departments unless:
a. T
he MFD/Printer Fleet management program at the UC Location requests invoices from Bidder be sent directly to the program, or
b. The Supplier is notified otherwise by Amendment to the Agreement.

6. U
sage billing and Meter Reading:
a. M
eter readings may not be estimated for use in invoicing, unless approved by the end user b. Service meters may not be used for invoicing, unless approved by the end user c. If meters are supplied monthly by MFD/Printer Fleet management programs, these meters must be the basis for maintenance invoicing.

Su
pplier will submit invoices following the designated invoice method directly to UC Accounts Payable Departments at each UC Location, unless UC notifies the Supplier otherwise by amendment to the Agreement.

5. Notices
A
s provided in the UC Terms and Conditions of Purchase, notices may be given by email, which will be considered legal notice only if such communications include the following text in the Subject field: FORMAL LEGAL NOTICE – [insert, as the case may be, Supplier name or University of California]. If a physical format notice is required, it must be sent by overnight delivery or by certified mail with return receipt requested, at the addresses specified below.

To UC, regarding confirmed or suspected Breaches as defined under Appendix – Data Security:

Name David Rusting
Phone 510-987-0086
Email [email protected]
Address 1111 Franklin Street
Oakland, CA 94607
T
o UC, regarding Breaches or Security Incidents as defined under Appendix – Business Associate:

Name Noelle Vidal
Phone 510.987.0725
Email [email protected]
DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Template revised on 10.1.19 Page 3 of 7
Address 1111 Franklin Street
Oakland, CA 94607
T
o UC, regarding personal data breaches as defined under Appendix – General Data Protection Regulation:

Name Monte Ratzlaff
Phone 51-987-0858
Email [email protected]
Address 1111 Franklin Street
Oakland, CA 94607
T
o UC, regarding contract issues not addressed above:

Name Michael Wegmann
Phone 510-987-0428
Email [email protected]
Address 260 Cousteau Place Suite 150
Davis, CA 95618
T
o Supplier:

Name Mike Stowell
Phone 913-485-6852
Email [email protected]
Address 300 Eagleview Blvd, Ste. 200
Exton, PA 19341
Name Steve Bissey
Phone 610-853-2344
Email [email protected]
Address 300 Eagleview Blvd, Ste. 200
Exton, PA 19341
Name Todd Marron
Phone 971-217-3421
Email [email protected]
Address 300 Eagleview Blvd, Ste. 200
Exton, PA 19341

6. I
ntellectual Property, Copyright and Patents
/
___/ The Goods and/or Services involve Work Made for Hire /
__X_/ The Goods and/or Services do not involve Work Made for Hire

7. Patient Protection and Affordable Care Act (PPACA)
DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Template revised on 10.1.19 Page 4 of 7
/___/ Because the Services involve temporary or supplementary staffing, they are subject to the PPACA warranties in the T&Cs.
/_X_
_/ The Services do not involve temporary or supplementary staffing, and they are not subject to the PPACA warranties in the T&Cs.

8. P
revailing Wages
/_X_
_/ Supplier is not required to pay prevailing wages when providing the Services .

9. Fair Wage/Fair Work
/
___/ Supplier is not required to pay the UC Fair Wage (defined as $13 per hour as of 10/1/15, $14 per hour as of 10/1/16, and $15 per hour as of 10/1/17) when providing the Services.

10. Restriction Relating to Consulting Services or Similar Contracts – Follow-on Contracts
P
lease note a Supplier that is awarded a consulting services or similar contract cannot later submit a bid or be considered for any work “required, suggested, or otherwise deemed appropriate” as the end product of the Services (see Public Contract Code Section 10515).

11. Insurance
D
eliver the PDF version of the Certificate of Insurance to UC’s Buyer, by email with the following text in the Subject field:

CERTIFICATE OF INSURANCE – Ricoh USA, Inc.

12. Cooperative Purchasing
Supplier agrees to extend for Goods and/or Services to participating agencies (public and private schools, colleges and universities, cities, counties, non-profits, and all governmental entities) registered with OMNIA Partners, Public Sector under the terms of this agreement , subject to Section 16 below. All contractual administration issues (e.g. terms and conditions, extensions, and renewals) will remain UC’s responsibility except as outlined in the above referenced Request for Proposal “RFP – Print Goods and Services-
– UC Systemwide.” Operational issues, fiduciary responsibility, payment issues, performance issues and liabilities, and disputes involving individual participating agencies will be addressed, administered, and resolved by each participating agency.

13. Service-Specific and/or Goods-Specific Provisions
Se
e SOW

14. Records about Individuals
R
ecords created pursuant to the Agreement that contain personal information about individuals (including statements made by or about individuals) may become subject to the California Information Practices Act of 1977, which includes a right of DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Template revised on 10.1.19 Page 5 of 7
access by th e subject individual. While ownership of confidential or personal information about individuals is subject to negotiated agreement between UC and Supplier, records will normally become UC’s property, and subject to state law and UC policies governing privacy and access to files. When collecting the information, Supplier must inform the individual that the record is being made, and the purpose of the record. Use of recording devices in discussions with employees is permitted only as specified in the Statement of Work.

15. Amendments to the UC Terms and Conditions:

The UC terms and Conditions of Purchase Dated 2/27/2020 are hereby Amended as follows:

A
rticle 2. C. Last sentence is added as follows:

S
uch termination of the Agreement does not terminate any Order or Lease executed prior to such termination date and the terms of this Agreement shall extend to such Orders or Lease until they separately are terminated or expire.

Ar
ticle 4. is amended to read in full as follows:

T
he Goods and/or Services furnished will be exactly as specified in the Agreement, free from all defects in Supplier's performance, design, skill and materials, and, except as otherwise provided in the Agreement, will be subject to inspection and test by UC at all times and places prior to acceptance. If, prior to final acceptance, any Goods and/or Services furnished are found to be incomplete, or not as specified, UC may reject them, require Supplier to correct them at the sole cost of Supplier, or require provision of such Goods and/or Services at a reduction in price that is equitable under the circumstances. For delivered and installed Goods, if UC does not reject within five (5) business days of such installation, the Goods will be deemed to be accepted. If Supplier is unable or r efuses to correct such deficiencies within a time UC deems reasonable, UC may terminate the Agreement in whole or in part. Supplier will bear all risks as to rejected Goods and/or Services and, in addition to any costs for which Supplier may become liable to UC under other provisions of the Agreement, will reimburse UC for all transportation costs, other related costs incurred, or payments to Supplier in accordance with the terms of the Agreement for unaccepted Goods and/or Services and materials and supplies incidental thereto. Notwithstanding final acceptance and payment, Supplier will be liable for latent defects fraud or such gross mistakes as amount to fraud.

Ar
ticle 7 B. 1. Is amended in full to read as follows:

I
f the Goods and/or Services do not involve work made for hire, and in the event that Supplier uses any Pre-Existing Materials in the Deliverables in which Supplier has an ownership interest and such Deliverables are not accompanied with a specific end user license agreement, UC is hereby gran ted, and will have, a non- exclusive, royalty -free, irrevocable, perpetual, paid-up, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, perform, display publicly, sell, and otherwise distribute such Pre-Existing Materials in connection with the Deliverables. If such Deliverables are accompanied with a specific end user license agreement for their use, then UC’s license is exclusively set forth in such end user license agreement Ar
ticle 7 B. 3 is amended in full to read as follows:

Whenever any invention or discovery is made or conceived by Supplier in the course of or in connection with creating unique Deliverables for UC under the Agreement, Supplier will promptly furnish UC complete information with respect thereto and UC will have the sole power to determine whether and where a patent application will be filed and to determine the disposition of title to and all rights under any application or patent that may result.

Ar
ticle 7 C. is amended in full to read as follows:

General. Should the Goods and/or Services become, or in Supplier’s opinion be likely to become, the subject of a claim of infringement of any patent, copyright, trademark, trade name, trade secret, or other proprietary or contractual right of any third party, Supplier will provide written notice to UC of the circumstances giving rise to such claim or likely claim. In the event that UC receives notice of a claim of infringement or is made a party to or is DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Template revised on 10.1.19 Page 6 of 7
threatened with being made a party to any claim of infringement related to the Goods and/or Services, UC will provide Supplier with notice of such claim or threat. Following receipt of such notice, Supplier will either (at Supplier’s sole election) (i) procure for UC the right to continue to use the affected portion of the Goods and/or Services, or (ii) replace or otherwise modify the affected portion of the Goods and/or Services to make them non - infringing, or obtain a reasonable substitute product for the affected portion of the Goods and/or Services, provided that any replacement, modification or substitution under this paragraph does not effect a material change in the Goods and/or Services’ functionality, or (iii) provide UC a credit for the then depreciated cost of the Goods subject to such claims. If none of the foregoing options is reasonably acceptable to UC, UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation.

Ar
ticle 8 – First Paragraph is amended in full to read as follows:

T
o the fullest extent permitted by law, Supplier will defend, indemnify, and hold harmless UC, its officers, employees, and agents, from and against all losses, expenses (including, without limitation, reasonable attorneys' fees and costs), damag es, and liabilities of any kind arising from third party claims resulting from or arising out of the Agreement, including the performance hereunder of Supplier, its officers, employees, agents, sub -suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control, provided such losses, expenses, damages and liabilities are due or claimed to be due to the negligent acts or omissions of Supplier, its officers, employees, agents, sub -suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control. UC agrees to provide Supplier with prompt notice of any such claim or action and to permit Supplier to defend any claim or action, and that UC will cooperate fully in such defense. UC retains the right to participate in the defense against any such claim or action, and the right to consent to any settlement, which consent will not unreasonably be withheld.

Ar
ticle 9 G. is amended in full to read as follows:

A
dditional other insurance in such amounts as may be reasonably required by UC against other insurable risks relating to performance. If the above insurance is written on a claims-made form, it will continue for three years following termination of the Agreement. The insurance will have a retroactive date of placement prior to or coinciding with the effective date of the Agreement. If the above insurance coverage is cancelled, Supplier will provide UC with not less than fifteen (15) days’ advance written notice of such cancellation, and will promptly obtain replacement coverage that complies with this Article.

T
he Appendix – General Data Protection Regulation Dated 8/21/2019 are hereby Amended as follows:

F
irst Paragraph – is amended to add paragraph after first paragraph as follows:

N
otwithstanding the foregoing, as of the Effective Date, none of the Services involve any apparent Processing of Data governed by the GDPR. Without limiting the generality of the foregoing, the Data will pertain to data subjects located within the United States and be collected stored and Processed within the United States, with exceptions that will be known to, and controllable solely by, UC in its role as the Controller. Accordingly, Supplier will provid e the Services in compliance with applicable privacy laws and regulations. If and to the extent the Services involve Processing of Data governed by the GDPR, this Appendix will apply to the extent it is reasonable and proportionate with respect to that Processing. This Appendix will not otherwise apply to the Agreement, any of the Services, or have any other force or effect.

T
he Appendix – Data Security Dated 8/12/2019 are hereby Amended as follows:

A
rticle 1 A. is amended to Add last sentence as follows:

No
twithstanding anything to the contrary, the requirements herein shall apply only to the extent reasonable and applicable to the services provided by the Supplier under an order to this Agreement.

DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Template revised on 10.1.19 Page 7 of 7
Article 2 B is amended to delete “(1) Any Disclosure of Institutional Information to an unauthorized party or in an unlawful manner;”
Articl
e 11 B is amended in full to read as follows:

Supplie
r must retain each employee's, sub-supplier's, or agent's background check documentation for a reasonable period following the termination of that person’s assignment to perform any services specified in the Agreement.

16. Incorporated Documents
This Agreement and its Incorporated Documents contain the entire agreement between the Parties, in order of the below precedent, concerning its subject matter and shall supersede all prior or other agreements, oral and written declarations of intent and other legal arrangements (whether binding or non- binding) made by the Parties in respect thereof. Incorporated Documents b. through h. below shall exclusively apply to UC transactions, and Incorporated Documents i . below shall exclusively apply (as applicable) to OMNIA Partners, Public Sector participating agencies transactions. a. Purchasing Agreement # 2021002788
b. UC Terms and Conditions of Purchase Dated 2/27/20
c. UC Terms and Conditions of Equipment Lease Dated 12/15/94 d. UC Appendix – Data Security Dated 8/12/19
e. UC Appendix - Business Associate (HIPAA) Dated 8/2/19 f. UC Appendix – General Data Protection Regulation (GDPR) Dated 8/21/19 g. UC Appendix – Electronic Commerce dated 7/18/2019
h. Statement of Work – Attachment A
i. OMNIA Partners Exhibit – Terms appli cable to all Non-University of California Entities – Attachment B j. RFP – Print Goods and Services – UC Systemwide

17. Ent
ire Agreement
The Ag
reement and its Incorporated Documents contain the entire Agreement between the parties and supersede all prior written or oral agreements with respect to the subject matter herein.

This
Agreement can only be signed by an authorized representative with the proper delegation of authority.

THE REG
ENTS OF THE Ricoh USA Inc.

UNIVERSITY OF CALIFORNIA
________
________________________ ___________________________________ (Signature) (Signature)
________
________________________ ___________________________________ (Printed Name, Title) (Printed Name, Title)
________
________________________ ____________________________________ (Date) (Date)
Director, State & Local Government
1/28/21
DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Justin Sullivan
1/29/2021
Director, Strategic Sourcing

Page 1 of 16 ends

Revised 2/27/2020
Terms and Conditions of Purchase
ARTICLE 1 – GENERAL
The equipment, materials, or supplies (“Goods”) and/or services (“Services”) furnished by Supplier (together, the “Goods and Se rvices”) and covered by the UC Purchase Order (“PO”) and/or other agreement (which, when combined with these Terms and Conditions and an y other documents incorporated by reference, will constitute the “Agreement”) are governed by the terms and conditions set forth herein.

As used herein, the term "Supplier" includes Supplier and its sub-suppliers at any tier. As used herein, “UC” refers to The Reg ents of the University of California, a corporation described in California Constitution Art. IX, Sec. 9, on behalf of the UC Locations ide ntified in the Agreement and/or the PO. UC and Supplier individually will be referred to as “Party” and collectively as “Parties.” Any defined terms not defined in these Terms and Conditions of Purchase will have the meaning ascribed to such term in any of the other documents incorporated in and constituting the Agreement. No other terms or conditions will be binding upon the Parties unless accepted by them in wri ting.

Written acceptance or shipment of all or any portion of the Goods, or the performance of all or any portion of the Services, covered by the Agreement, will constitute Supplier’s unqualified acceptance of all of the Agreement’s terms and conditions. The terms of any proposal referred to in the Agreement are included and made a part of the Agreement only to the extent the proposal specifies the Goods and/or Services ordered, the price therefor, and the delivery thereof, and then only to the extent that such terms are consistent with the terms and conditions of the Agreement.

ARTICLE 2 – TERM AND TERMINATION
A. As applicable, the term of the Agreement (“Initial Term”) will be stated in the Agre ement. Following the Initial Term, the Agreement may be extended by written mutual agreement.

B. UC’s obligation to proceed is conditioned upon the appropriation of state, federal and other sources of funds not controlled by UC ("Funding"). UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation in the event that through no action or inaction on the part of UC, the Funding is withdrawn.

C. UC may, by written notice stating the extent and effective date thereof, terminate the Agreement for convenience in whole or in part, at any time. The effective date of such termination shall be consistent with any requirements for providing notice specified in the Agreement, or immediate if no such terms are set forth in the Agreement. As specified in the termination notice, UC will pay Supplier as full compensation the pro rata Agreement price for performance through the later of the date that (i) UC provided Supplier w ith notice of termination or (ii) Supplier’s provision of Goods and/or Services will terminate.

D. UC may by written notice terminate the Agreement for Supplier’s breach of the Agreement, in whole or in part, at any time, if Supplier refuses or fails to comply with the provisions of the Agreement, or so fails to make progress as to endanger performance and does not cure such failure within five (5) business days, or fails to supply the Goods and/or Services within the time specified or any written extension thereof. In such event, UC may purchase or otherwise secure Goods and/or Services and, except as otherwise provided herein, Supplier will be liable to UC for any excess costs UC incurs thereby.

E. UC’s Appendix – Data Security, Appendix – BAA, and/or Appendix – GDPR will control in the event that one or more appendices a re incorporated into the Agreement and conflicts with the provisions of this Article.

ARTICLE 3 – PRICING, INVOICING METHOD, AND SETTLEMENT METHOD AND TERMS.

Pricing is set forth in the Agreement or Purchase Order, and the amount UC is charged and responsible for shall not exceed the amount specified in the Agreement unless UC has given prior written appr oval. Unless otherwise agreed in writing by UC, Supplier will use the invoicing method and payment settlement method (and will extend th e terms applicable to such settlement method) set forth in UC ’s Supplier Invoicing, Terms & Settlement Matrix. UC will pay Supplie r, upon submission of acceptable invoices, for Goods and/or Services provided and accepted. Invoices must be itemized and reference the Agreement or Purchase Order number. UC will not pay shipping , packaging or handling expenses, unless specified in the Agreement or Purchase Order. Unless otherwise provided, freight is to b e FOB destination. Any of Supplier’s expenses that UC agrees to reimburse will be reimbursed under UC’s Travel Policy, which may be f ound at http://www.ucop.edu/central-travel-management/resources/index.html. Where applicable, Supplier will pay all taxes imposed on Supplier in connection with its performance under the Agreement, including any federal, state and local income, sales, use, excise and oth er taxes or assessments. Notwithstanding any other provision to the contrary, UC will not be responsible for any fees, interest or surcharges Supplier wishes to impose.

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ARTICLE 4 – INSPECTION.

If, prior to final acceptance, any Goods and/or Services furnished are found to be incomplete, or not as specified, UC may reje ct them, require Supplier to correct them at the sole cost of Supplier, or require provision of such Goods and/or Services at a reduction in price that is equitable under the circumstances. If Supplier is unable or refuses to correct such deficiencies within a time UC deems reasonable, UC may terminate the Agreement in whole or in part. Supplier will bear all risks as to rejected Goods and/or Services and, in add ition to any costs for which Supplier may become liable to UC under other provisions of the Agreement, will reimburse UC for all transportat ion costs, other related costs incurred, or payments to Supplier in accordance with the terms of the Agreement for unaccepted Goods and/or Services and materials and supplies incidental thereto. Notwithstanding final acceptance and payment, Supplier will be liable for laten t defects, fraud or such gross mistakes as amount to fraud.

ARTICLE 5 – ASSIGNED PERSONNEL; CHARACTER OF SERVICES
Supplier will provide the Services as an independent contractor and furnish all equipment, personnel and materiel sufficient to provide the Services expeditiously and efficiently, during as many hours per shift and shifts per week, and at such locations as UC may so require.

Supplier will devote only its best-qualified personnel to work under the Agreement. Should UC inform Supplier that anyone prov iding the Services is not working to this standard, Supplier will immediatel y remove such personnel from providing Services and he or she will not 0again, without UC’s written permission, be assigned to provide Services. At no time will Supplier or Supplier’s employees, sub-suppliers, agents, or assigns be considered employees of UC for any purpose, including but not limited to workers’ compensation provisions. Supplier shall not have the power nor right to bind or obligate UC, and Supplier shall not hold itself out as having such authority. Supplier shall be responsible to UC for all Services performed by Supplier’s employees, agents and subcontractors, including being responsible for ensuring payment of all unemployment, social security, payroll, contributions and other taxes with respect to such employees, agents and subcontractors.

ARTICLE 6 – WARRANTIES
In addition to the warranties set forth in Articles 11, 12, 17, 23, 24, 25 and 26 herein, Supplier makes the following warranti es. Supplier acknowledges that failure to comply with any of the warranties in the Agreement will constitute a material breach of the Agreem ent and UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation.

A. General Warranties. Supplier represents, warrants and covenants that: (i) Supplier is free to enter into this Agreement and that Supplier is not, and will not become, during the Term, subject to any restrictions that might restrict or prohibit Supplier fro m performing the Services or providing the Goods ordered hereunder; (ii) Supplier will comply with all applicable laws, rules and regulations in performing Supplier’s obligations hereunder; (iii) the Goods and/or Services shall be rendered with promptness a nd diligence and shall be executed in a skilled manner by competent personnel, in accordance with the prevailing industry standards; and if UC Appendix Data Security is NOT included:(iv) Supplier has developed a business interruption and disaster recovery program and is executing such program to assess and reduce the extent to which Supplier’s hardware, software and embedded systems may be susceptible to errors or failures in various crisis (or force majeure) situations; (v) if Supplier uses electronic systems for creating, modifying, maintaining, archiving, retrieving or transmitting an y records, including test results that are required by, or subj ect to inspection by an applicable regulatory authority, then Supplier represents and warrants that Supplier’s systems for electronic records are in compliance; and (vi) Supplier agrees that the Goods and/or Services furnished under the Agreement will be covered by the most favorable warranties Supplier gives to any customer for the same or substantially similar goods or services, or such other more favorable warranties as specified in the Agreement. The rights and remedies so provided are in addition to and do not limit any rights afforded to UC by any other article of the Agreement.

B. Permits and Licenses. Supplier agrees to procure all necessary permits or licenses and abide by all applicable laws, regulat ions and ordinances of the United States and of the state, territory a nd political subdivision or any other country in which the Goods a nd/or Services are provided.

C. Federal and State Water and Air Pollution Laws. Where applicable, Supplier warrants that it complies with the requirements i n UC Business and Finance Bulletin BUS-56 (Materiel Management; Purchases from Entities Violating State or Federal Water or Air Pollution Laws). Consistent with California Government Code 4477, these requirements do not permit UC to contract with entities in viola tion of Federal or State water or air pollution laws.

D. Web Accessibility Requirements. As applicable to the Supplies and/or Services being provided under the Agreement, Supplier warrants that:

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1. It complies with California and federal disability laws and regulations; and

2. The Goods and/or Services will conform to the accessibility requirements of WCAG 2.0AA.

3. Supplier agrees to promptly respond to and resolve any complaint regarding accessibility of its Goods and/or Services; E. General Accessibility Requirements. Supplier warrants that:

1. It will comply with California and federal disability laws and regulations;

2. Supplier will promptly respond to remediate to any identified accessibility defects in the Goods and Services to conform to WCAG

2.0 AA; and

3. Supplier agrees to promptly respond to and use reasonable efforts to resolve and remediat e any complaint regarding accessibility of its Goods and/or Services.

F. Warranty of Quiet Enjoyment. Supplier warrants that Supplier has the right of Quiet Enjoyment in, and conveys the right of Q uiet Enjoyment to UC for UC’s use of, any and all intellectual property that will be needed for Supplier’s provision, and UC’s use o f, the Goods and/or Services provided by Supplier under the Agreement.

G. California Child Abuse and Neglect Reporting Act ("CANRA"). Where applicable, Supplier warrants that it complies with CANRA.

H. Debarment and Suspension. Supplier warrants that it is not presently debarred, suspended, proposed for debarment, or declared ineligible for award of federal contracts or participation in federal assistance programs or activities.

I. UC Trademark Licensing Code of Conduct. If the Goods will bear UC’s name (including UC campus names, abbreviations of these names, UC logos, UC mascots, or UC seals) or ot her trademarks owned by UC, Supplier warrants that it holds a valid license from UC and complies with the Trademark Licensing Code of Conduct policy, available at http://policy.ucop.edu/doc/3000130/TrademarkLicensing.

J. Outsourcing (Public Contract Code section 12147) Compliance. Su pplier warrants that if the Agreement will displace UC employe es, no funds paid under the Agreement will be used to train workers who are located outside of the United States, or plan to reloca te outside the United States as part of the Agreement. Additionally, Supplier warrants that no work will be performed under the Agreement with workers outside the United States, except as described in Supplier’s bid. If Supplier or its sub-supplier performs the Agreement with workers outside the United States during the life of the Agreement and Supplier did not describe such work in its bid, Supplier acknowledges and agrees that (i) UC may terminate the Agreement without further obligation for noncompliance, and (ii) Supplier will forfeit to UC the amount UC paid for the percentage of work that was performed with workers outside the United States and not described in Supplier’s bid.

ARTICLE 7 – INTELLECTUAL PROPERTY, COPYRIGHT, PATENTS, AND DATA RIGHTS A. Goods and/or Services Involving Work Made for Hire.

1. Unless UC indicates that the Goods and/or Services do not involve work made for hire, Supplier acknowledges and agrees that any deliverables provided to UC by Supplier in the performance of the Agreement, and any intellectual property rights therein, (hereinafter the "Deliverables") will be owned by UC. The Deliverables will be considered "work made for hire" under U.S. copyright law and all right, title, and interest to and in such Deliverables including, but not limited to, any and all copyrig hts or trademarks, will be owned by UC. In the event that it is determined that UC is not the owner of such Deliverables under the "work made for hire" doctrine of U.S. copyright law, Supplier here by irrevocably assigns to UC all right, title, and interest t o and in such Deliverables and any copyrights or trademarks thereto.

2. The Deliverables must be new and original. Supplier must not use any pre-existing copyrightable or trademarked images, writings, or other proprietary materials (hereinafter "Pre-Existing Materials") in the Deliverables without UC’s prior written permission. In the event that Supplier uses any Pre-Existing Materials in the Deliverables in which Supplier has an ownership interest, UC is hereby granted, and will have, a non-exclusive, royalty-free, irrevocable, perpetual, paid-up, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, perform, display publicly, sell, and otherwise distribute such Pre-Existing Materials in connection with the Deliverables.

3. Whenever any invention or discovery is made or conceived by Supplier in the course of or in connection with the Agreement, Supplier will promptly furnish UC with complete information with respect thereto and UC will have the sole power to determine whether and where a patent application will be filed and to determine the disposition of title to and all rights under any application or patent that may result.

4. Supplier is specifically subject to an obligation to, and hereby does, assign all right, title and interest in any such inte llectual property rights to UC as well as all right, title and interest in tangible research products embodying any such inventions whether the inventions are patentable or not. Supplier agrees to promptly execute any additional documents or forms that UC may require in order to effectuate such assignment.

B. Goods and/or Services Not Involving Work Made for Hire.

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1. If the Goods and/or Services do not involve work made for hire, and in the event that Supplier uses any Pre-Existing Material s in the Deliverables in which Supplier has an ownership interest, UC is hereby granted, and will have, a non-exclusive, royalty-fre e, irrevocable, perpetual, paid-up, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, perform, display publicly, sell, and otherwise distribute such Pre-Existing Materials in connection w ith the Deliverables.

2. The Deliverables must be new and original. Supplier must not use any Pre-Existing Materials in the Deliverables without UC’s prior written permission.

3. Whenever any invention or discovery is made or conceived by Supplier in the course of or in connection with the Agreement, Supplier will promptly furnish UC complete information with re spect thereto and UC will have the sole power to determine whether and where a patent application will be filed and to determine the disposition of title to and all rights under any application or patent that may result.

4. Supplier is specifically subject to an obligation to, and here by does, assign all right, title and interest in any such intel lectual property rights to UC as well as all right, title and interest in tangible research products embodying any such inventions whether the inventions are patentable or not. Supplier agrees to promptly execute any additional documents or forms that UC may require in order to effectuate such assignment.

C. General. Should the Goods and/or Services become, or in Supplier’s opinion be likely to become, the subject of a claim of infringement of any patent, copyright, trademark, trade name, trade secret, or other proprietary or contractual right of any third party, Supplier will provide written notice to UC of the circumstances giving rise to such claim or likely claim. In the event that UC receives not ice of a claim of infringement or is made a party to or is threatened with being made a party to any claim of infringement related to the Goods and/or Services, UC will provide Supplier with notice of such claim or threat. Following receipt of such notice, Supplier will either (at Supplier’s sole election) (i) procure for UC the right to continue to use the affected portion of the Goods and/or Services, or (ii) replace or otherwise modify the affected portion of the Goods and/or Services to make them non-infringing, or obtain a reasonable substitute product for the affected portion of the Goods and/or Services, provided that any replacement, modification or substitution under this paragraph does not effect a material change in the Goods and/or Services’ functionality. If none of the foregoing options is reasonably acceptable to UC, UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation.

D. UC Rights to Institutional Information. Institutional Information shall belong exclusively to UC and unless expressly provided , this Agreement shall not be construed as conferring on Supplier any patent, copyright, trademark, license right or trade secret owne d or obtained by UC. Any right for Supplier to use Institutional Information is solely provided on a non-exclusive basis, and only t o the extent required for Supplier to provide the Goods or Services under the Agreement. As used herein, “Institutional Information” means any information or data created, received, and/or collected by UC or on its behalf, including but not limited to application lo gs, metadata and data derived from such data.

ARTICLE 8 – INDEMNITY AND LIABILITY
To the fullest extent permitted by law, Supplier will defend, indemnify, and hold harmless UC, its officers, employees, and agents, from and against all losses, expenses (including, without limitation, reasonable attorneys' fees and costs), damages, and liabilities of any kind resulting from or arising out of the Agreement, including the performance hereunder of Supplier, its officers, employees, agents, sub-suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control, provided s uch losses, expenses, damages and liabilities are due or claimed to be due to the acts or omissions of Supplier, its officers, employees, a gents, sub- suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control. UC agrees to provide Supplier with prompt notice of any such claim or action and to permit Supplier to defend any claim or action, and th at UC will cooperate fully in such defense. UC retains the right to participate in the defense against any such claim or action, and the right to consent to any settlement, which consent will not unreasonably be withheld.

In the event Appendix DS applies to this Agreement, Supplier shall reimburse or otherwise be responsible for any costs, fines o r penalties imposed against UC as a result of Supplier’s Breach of Institutional Information and/or failure to cooperate with UC’s response to such Breach. As used herein, “Breach” means: (1) any disclosure of Institutional Information to an unauthorized party or in an unlawful manner; (2) unauthorized or unlawful acquisition of information that compromises the security, confidentiality or integrity of Institut ional Information and/or IT Resources; and (3) the acquisition, access, use, or disclosure of Protected Health Information or medical information in a manner not permitted under the Health Insurance Portability and Accountability Ac t (HIPAA) or California law. “IT Resource s” means IT infrastructure, cloud services, software, and/or hardware with computing and/or networking capability that is Supplier owned/managed, or UC-owned, or a personally owned device that stores Institutional Information, is connected to UC systems, is connected to UC networks, or is used for UC business.

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ARTICLE 9 – INSURANCE
Supplier, at its sole cost and expense, will insure its activities in connection with providing the Goods and/or Services and o btain, keep in force, and maintain the following insurance with the minimum limits set forth below, unless UC specifies otherwise:

A. Commercial Form General Liability Insurance (contrac tual liability included) with limits as follows:

1. Each Occurrence $ 1,000,000

2. Products/Completed Operations Aggregate $ 2,000,000

3. Personal and Advertising Injury $ 1,000,000

4. General Aggregate $ 2,000,000
B. Business Automobile Liability Insurance for owned, scheduled, non-owned, or hired automobiles with a combined single limit of not less than one million dollars ($1,000,000) per occurrence. (Required only if Supplier drives on UC premises or transports UC employees, officers, invitees, or agents in the course of supplying the Goods and/or Services to UC.) C. If applicable, Professional Liability Insurance with a limit of two million dollars ($2,000,000) per occurrence or claim with an aggregate of not less than two million dollars ($2,000,000). If this insurance is written on a cl aims-made form, it will continue for thr ee years following termination of the Agreement. The insurance will have a retroactive date of placement prior to or coinciding with the effective date of the Agreement.

D. Workers' Compensation as required by applicable state law and Employer’s Liability with limits of one million dollars ($1,0 00,000) per occurrence. Workers' Compensation as required by applicable st ate law and Employer’s Liability with limits of one million dolla rs ($1,000,000) per occurrence.

E. If applicable, Supplier Fidelity Bond or Crime coverage for the dishonest acts of its employees in a minimum amount of one million dollars ($1,000,000). Supplier will endorse such policy to include a “Regents of the University of California Coverage” or “Joi nt Payee Coverage” endorsement. UC and, if so requested, UC’s officers, employees, agents and sub-suppliers will be named as "Loss Payee, as Their Interest May Appear” in such Fidelity Bond.

F. In the event Appendix DS applies to this Agreement, Supplier, at its sole cost and expense, will obtain, keep in force, and maintain one or more insurance policies that provide coverage for technology, professional liability, data protection, and/or cyber liability. Typically referred to as Privacy, Technology and Data Security Liability , Cyber Liability, or Technology Professional Liability insurance , it will cover liabilities for financial loss due to the acts, omissions, or intentional misconduct of Supplier, its officers, employees, agents, sub- suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier’s direction and contr ol, in connection with the performance of this Agreement, as well as all Supplier costs, including damages it is obligated to pay UC o r any third party, that are associated with any confirmed or suspected Breach or compromise of Institutional Information. In some ca ses, Professional Liability policies may include some coverage for data breaches or loss of Institutional Information. Regardless of the type of policy(ies) in place, such coverage will include without limit ation: (i) costs to notify parties whose data were lost or com promised; (ii) costs to provide credit monitoring and credit restoration se rvices to parties whose data were lost or compromised; (iii) c osts associated with third party claims arising from the confirmed or suspected Breach or loss of Institutional Information, includi ng litigation costs and settlement costs; (iv) any investigation, enforcement, fines and penalties, or similar miscellaneous costs ; and (v) any payment made to a third party as a result of extortion related to a confirmed or suspected Breach. The following insurance coverage is based on the highest Protection Level Classification of Institutional Information identified in Exhibit 1 to Appendix DS:

1. P1 - This insurance policy must have minimum limits of $500,000 each occurrence and $500,000 in the aggregate.

2. P2 - This insurance policy must have minimum limits of $1,000,000 each occurrence and $1,000,000 in the aggregate.

3. P3 and P4, less than 70,000 records - this insurance policy must have minimum limits of $5,000,000 each occurrence and $5,000,000 in the aggregate.

4. P3 and P4, 70,000 or more records - this insurance polic y must have minimum limits of $10,000,000 each occurrence and $10,000,000 in the aggregate.

Protection Level Classifications are defined in the UC Systemwide Information Security Classification of Information and IT Res ources:
https://security.ucop.edu/policies/institutional-information-and-it-resource-classification.html G. Additional other insurance in such amounts as may be reasonably required by UC against other insurable risks relating to performance.

If the above insurance is written on a claims-made form, it will continue for three years following termination of the Agreement. The insurance will have a retroactive date of placement prior to or co inciding with the effective date of the Agreement. If the abo ve insurance coverage is modified, changed or cancelled, Supplier will provide UC with not less than fifteen (15) days’ advance wr itten notice of such modification, change, or cancellation, and will promptly obtain replacement coverage that complies with this Article.

I. The coverages referred to under A and B of this Article must include UC as an additional insured. It is understood that the coverage and limits referred to under A, B and C of this Article will not in any way limit Supplier’s liability. Supplier will furnish UC with certificates DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932

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of insurance (and the relevant endorsement pages) evidencing compliance with all requirements prior to commencing work under the Agreement. Such certificates will:

1. Indicate that The Regents of the University of California has been endorsed as an additional insured for the coverage refer red to under A and B of this Article. This provision will only apply in proportion to and to the extent of the negligent acts or omiss ions of Supplier, its officers, agents, or employees.

2. Include a provision that the coverage will be primary and w ill not participate with or be excess over any valid and collect ible insurance or program of self-insurance carried or maintained by UC.

ARTICLE 10 – USE OF UC NAME AND TRADEMARKS
Supplier will not use the UC name, abbreviation of the UC name, trade names and/or trademarks (i.e., logos and seals) or any de rivation thereof, in any form or manner in advertisements, reports, or other information released to the public, or place the UC name, abbreviations, trade names and/or trademarks or any derivation thereof on any consumer goods, products, or services for sale or distribution to the public, without U C ’ s prior written approval. Supplier agrees to comply at all times with California Educat ion Code Section 92000.

ARTICLE 11 – FEDERAL FUNDS
Supplier who supplies Goods and/or Services certifies and represents its compliance with the following clauses, as applicable. Supplier s h a l l p r o m p t l y n o t i f y U C o f a n y c h a n g e o f s t a t u s w i t h r e g a r d to these certifications and repres entations. These certifications and representations are material statements upon which UC will rely.

A. For commercial transactions involving funds on a federal contract (federal awards governed by the FAR), the following provisi ons apply, as applicable:

1. FAR 52.203-13, Contractor Code of Business Ethics and Conduct;

2. FAR 52.203-17, Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights;

3. FAR 52.203-19, Prohibition on Requiring Certain Inte rnal Confidentiality Agreements or Statements;

4. FAR 52.219-8, Utilization of Small Business Concerns;

5. FAR 52.222-17, Non-displacement of Qualified Workers;

6. FAR 52.222-21, Prohibition of Segregated Facilities;

7. FAR 52.222-26, Equal Opportunity;

8. FAR 52.222-35, Equal Opportunity for Veterans;

9. FAR 52.222-36, Equal Opportunity for Workers with Disabilities;

10. FAR 52.222-37, Employment Reports on Veterans;

11. FAR 52.222-40, Notification of Employee Rights Under the National Labor Relations Act;

12. FAR 52.222-41, Service Contract Labor Standards;

13. FAR 52.222-50, Combating Trafficking in Persons;

14. FAR 52.222-51, Exemption from Application of the Service Contra ct Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment - Requirements;

15. FAR 52.222-53, Exemption from Application of the Service Cont ract Labor Standards to Contracts for Certain Services - Requirements;

16. FAR 52.222-54, Employment Eligibility Verification;

17. FAR 52.222-55, Minimum Wages Under Executive Order 13658;

18. FAR 52.222-62, Paid Sick Leave under Executive Order 13706;

19. FAR 52.224-3, Privacy Training;

20. FAR 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations;

21. FAR 52.233-1, Disputes; and

22. FAR 52.247-64, Preference for Privat ely Owned U.S.-Flag Commercial Vessels.

B. For non-commercial transactions involving funds on a federal contract, the UC Appendix titled ‘ Federal Government Contracts Special terms and Conditions (Non-Commercial Items or Services )’ and located at www.ucop.edu/procurement-services/policies- forms/index.html is hereby incorporated herein by this reference.

C. For transactions involving funds on a federal grant or cooperative agreement (federal awards governed by eCFR Title 2, Subtit le A, Chapter II, Part 200) the following provisions apply, as applicable:

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1. Rights to Inventions. If Supplier is a small business firm or nonprofit organization, and is providing experimental, developm ent, or research work under this transaction, Supplier must comply with the requirements of 3 CFR Part 401, “Rights to Inventions Made by nonprofit Organizations and Small Business Firms Under Government Grants, Contracts, and Cooperative Agreements”.

2. Clean Air Act. Supplier agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Ai r Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

3. Byrd Anti-Lobbying. Supplier certifies that it will not, and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352.

4. Procurement of Recovered Materials. If Supplier is a state agency or agency of a political subdivision of a state, then Suppl ier must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act.

D. In these provisions, the term "contractor" as used therein w ill refer to Supplier, and the terms “Government” or “Contracting Officer” as used therein will refer to UC. Where a purchase of items is for fulfillment of a specific U.S. Government prime or subcontr act, additional information and/or terms and conditions may be included in an attached supplement. By submitting an invoice to UC, Supplier is representing to UC that, at the time of submission:

1. Neither Supplier nor its principals are presently debarred, suspended, or proposed for debarment by the U.S. government (see FAR 52.209-6);

2. Supplier has filed all compliance reports required by the Equal Opportunity clause (see FAR 52.222-22); and

3. Any Supplier representations to UC about U.S. Small Business Administration or state and local classifications, including but not limited to size standards, ownership, and control, are accurate and complete.

4. Byrd Anti-Lobbying. Supplier certifies that it will not, and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352.

ARTICLE 12 – EQUAL OPPORTUNITY AFFIRMATIVE ACTION
Supplier will abide by the requirements set forth in Executive Orders 11246 and 11375. Where applicable, Supplier will comply with 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a), incorporated by reference with this statement: “This contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a) , 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qual ified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender iden tity, national origin, protected veteran status or disability.” With respect to activities occurring in the State of California, Supplier agrees to adhere to the California Fair Employment and Housing Act. Supplier will provide UC on request a breakdown of its labor force by groups as specified by UC, and will discuss with UC its policies and practices relating to its affirmative action programs. Supplier will not maintain or provide facilities for employees at any establishment under its control that are segregated on a basis prohibited by federal law. Separate or single-user restrooms and necessary dressing or sleeping areas must be provided, however, to ensure privacy.

ARTICLE 13 – LIENS
Supplier agrees that upon UC’s request, Supplier will submit a sworn statement setting forth the work performed or material furnished by sub-suppliers and material men, and the amount due and to become due to each, and that before the final payment called for unde r the Agreement, will upon UC’s request submit to UC a complete set of vouchers showing what payments have been made for such work performed or material furnished. Supplier will promptly notify UC in writing, of any claims, demands, causes of action, liens or suits brought to its attention that arise out of the Agreement. UC will not make final payment until Supplier, if required, delivers to UC a complete release of all liens arising out of the Agreement, or receipts in full in lieu thereof, as UC may require, and if required in e ither case, an affidavit that as far as it has knowledge or information, the receipts include all the labor and materials for which a lien cou ld be filed; but Supplier may, if any sub-supplier refuses to furnish a release or receipt in full, furnish a bond satisfactory to UC to indemnify it against any claim by lien or otherwise. If any lien or claim remains unsat isfied after all payments are made, Supplier will refund to UC a ll monies that UC may be compelled to pay in discharging such lien or claim, including all costs and reasonable attorneys' fees.

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ARTICLE 14 – PREMISES WHERE SERVICES ARE PROVIDED
A. Cleaning Up. Supplier will at all times keep UC premises where the Services are performed and adjoining premises free from accumulations of waste material or rubbish caused by its employees or work of any of its sub-suppliers, and, at the completion of the Services; will remove all rubbish from and about the premises an d all its tools, scaffolding, and surplus materials, and will l eave the premises "broom clean" or its equivalent, unless more exactly specified. In case of dispute between Supplier and its sub-suppl iers as to responsibility for the removal of the rubbish, or if it is not promptly removed, UC may remove the rubbish and charge the co st to Supplier.

B. Environmental, Safety, Health and Fire Protection. Supplier will take all reasonable precautions in providing the Goods and Services to protect the health and safety of UC employees and members of the public and to minimize danger from all hazards to life and property, and will comply with all applicable environmental protection, health, safety, and fire protection regulations and requirements (including reporting requirements). In the event that Supplier fails to comply with such regulations and requirem ents, UC may, without prejudice to any other legal or contractual rights of UC, issue an order stopping all or any part of the provision of the Goods and/or Services; thereafter a start order for resumption of providing the Goods and/or Services may be issued at UC’s discretion.

Supplier will not be entitled to make a claim for extension of time or for compensation or damages by reason of or in connection with such stoppage. Supplier will have sole responsibility for the safety of all persons employed by Supplier and its sub-suppliers on UC premises, or any other person who enters upon UC premises for reasons relating to the Agreement. Supplier will at all times maintain good order among its employees and all other persons who come onto UC's premises at Supplier's request and will not engage any unfit or unskilled person to provide the Goods and/or Services. Supplier will confine its employees and all other persons who come onto UC's premises at Supplier's request or for reasons relating to the Agreement and its equipment to that portion of UC's premises where the Services are to be provided or to roads leading to and from such work sites, and to any other area which UC may permi t Supplier to use. Supplier will take all reasonable measures and precautions at all times to prevent injuries to or the death of any of its employees or any other person who enters upon UC premises at Supplier’s request. Such measures and precautions will include, but will not be limited to, all safeguards and warnings necessary to protect workers and others against any conditions on the premi ses that could be dangerous and to prevent accidents of any kind whenever the Goods and/or Services are being provided in proximity to any moving or operating machinery, equipment or facilities, whet her such machinery, equipment or facilities are the property of or are being operated by, Supplier, its sub-suppliers, UC or other persons. To the extent compliance is required, Supplier will comply with all relevant UC safety rules and regulations when on UC premises.

C. Tobacco-free Campus. UC is a tobacco-free institution. Use of cigarettes, cigars, oral tobacco, electronic cigarettes and al l other tobacco products is prohibited on all UC owned or leased sites.

ARTICLE 15 – LIABILITY FOR UC - FURNISHED PROPERTY
Supplier assumes complete liability for any materials UC furnishes to Supplier in connection with the Agreement and Supplier agrees to pay for any UC materials Supplier damages or otherwise is not able to account for to UC's satisfaction. UC furnishing to Supplier any materials in connection with the Agreement will not, unless otherwise expressly provided in writing by UC, be construed to vest title the reto in Supplier.

ARTICLE 16 – COOPERATION
Supplier and its sub-suppliers, if any, will cooperate with UC and other suppliers and will so provide the Services that other cooperating suppliers will not be hindered, delayed or interfered with in th e progress of their work, and so that all of such work will be a finished and complete job of its kind.

ARTICLE 17 – ADDITIONAL TERMS APPLICABLE TO THE FURNISHING OF GOODS The terms in this Article have special application to the furnishing of Goods:

A. Price Decreases. Supplier agrees immediately to notify UC of any price decreases from its suppliers, and to pass through to UC any price decreases.

B. Declared Valuation of Shipments. Except as otherwise provided in the Agreement, all shipments by Supplier under the Agreement for UC's account will be made at the maximum declared value applicable to the lowest transportation rate or classification and the bill of lading will so note.

C. Title. Title to the Goods purchased under the Agreement will pass directly from Supplier to UC at the f.o.b. point shown, or as otherwise specified in the Agreement, subject to UC’s right to reject upon inspection.

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D. Changes. Notwithstanding the terms in Article 34, Amendments, UC may make changes within the general scope of the Agreement i n drawings and specifications for specially manufactured Goods, place of delivery, method of shipment or packing of the Agreement by giving notice to Supplier and subsequently confirming such changes in writing. If such changes affect the cost of or the time required for performance of the Agreement, UC and Supplier will agree upon an equitable adjustment in the price and/or delivery terms.

Supplier may not make changes without UC’s written approval. Any claim of Supplier for an adjustment under the Agreement must be made in writing within thirty (30) days from the date Supplier receives notice of such change unless UC waives this conditio n in writing. Nothing in the Agreement will excuse Supplier from proceeding with performance of the Agreement as changed hereunder.

Supplier may not alter or misbrand, within the meaning of the applicable Federal and State laws, the Goods furnished.

E. Forced, Convict and Indentured Labor. Supplier warrants that no foreign-made Goods furnished to UC pursuant to the Agreement will be produced in whole or in part by forced labor, convict labor, or indentured labor under penal sanction. If UC determines that Supplier knew or should have known that it was breaching this warranty, UC may, in addition to terminating the Agreement, remove Supplier from consideration for UC contracts for a period not to exceed one year. This warranty is in addition to any applicable warran ties in Articles 6 and 11.

F. Export Control. Supplier agrees to provide UC (the contact listed on the Purchase Order) with written notification that ident ifies the export-controlled Goods and such Goods’ export classification if any of the Goods is export-controlled under the International Traffic in Arms Regulations (ITAR) (22 CFR §§ 120-130), the Export Ad ministration Regulations (15 CFR §§ 730-774) 500 or 600 series, or controlled on a military strategic goods list. Supplier agrees to provide UC (the contact listed on the Purchase Order) with w ritten notification if Supplier will be providing information necessary for the operation, installation (including on-site installatio n), maintenance (checking), repair, overhaul, and refurbishing of the Goods that is beyond a standard user manual (i.e. ”Use” technology as defined under the EAR 15 CFR § 772.1), or “Technical Data” (as defined under the ITAR 22 CFR § 120.10).

ARTICLE 18 – CONFLICT OF INTEREST
Supplier affirms that, to the best of Supplier’s knowledge, no UC employee who has participated in UC’s decision-making concern ing the Agreement has an “economic interest” in the Agreement or Supplier. A UC employee’s “economic interest” means:

A. An investment worth $2,000 or more in Supplier or its affiliate; B. A position as director, officer, partner, trustee, employee or manager of Supplier or its affiliate; C. Receipt during the past 12 months of $500 in income or $440 in gifts from Supplier or its affiliate; or D. A personal financial benefit from the Agreement in the amount of $250 or more.

In the event of a change in these economic interests, Supplier will provide written notice to UC within thirty (30) days after such change, noting such changes. Supplier will not be in a reporting relationship to a UC employee who is a near relative, nor will a near relative be in a decision making position with respect to Supplier.

ARTICLE 19 – AUDIT REQUIREMENTS
The Agreement, and any pertinent records involving transactions relating to this Agreement, is subject to the examination and audit of the Auditor General of the State of California or Comptroller General of the United States or designated Federal authority for a period of up to five (5) years after final payment under the Agreement. UC, and if the underlying grant, cooperative agreement or federal cont ract so provides, the other contracting Party or grantor (and if that be the United States or an instrumentality thereof, then the Comptroller General of the United States) will have access to and the right to examine Supplier’s pertinent books, documents, papers, and records i nvolving transactions and work related to the Agreement until the expirati on of five (5) years after final payment under the Agreement. The examination and audit will be confined to those matters connected with the performance of the Agreement, including the costs of administering the Agreement.

ARTICLE 20 – PROHIBITION ON UNAUTHORIZED USE OR DISCLOSURE OF INSTITUTIONAL INFORMATION A. Prohibition on Access, Use and Disclosure of Institutional Information. Supplier will not access, use or disclose Institutional Information, other than to carry out the purposes for which UC disclosed the Institutional Information to Supplier, except as required by applicable law, or as otherwise authorized in writing by UC prior to Supp lier’s disclosure. Supplier shall have the limited right to discl ose Institutional Information to Supplier’s employees provided that: (i) Supplier shall disclose only such Institutional Informatio n as is necessary for the Supplier to perform its obligations under this Agreement, and (ii) Supplier informs such employees of the obligations governing the access, use and disclosure of Institutional Information prior to Supplier’s disclosure. Supplier shall be liable DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932

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for any breach of this Agreement by its employees. For avoidance of doubt, this provision prohibits Supplier from using for its own benefit Institutional Information and any information derived therefrom. For the avoidance of doubt, the sale of Institutional Information is expressly prohibited.

B. Compliance with Applicable Laws and Industry Best Practices. Supplier agrees to comply with all applicable state, federal, an d foreign laws, as well as industry best practices, governing the collection, access, use, disclosure, safeguarding and destruction of Institutional Information. Supplier agrees to protect the privacy and security of Institutional Information according to all applicable laws and industry best practices, and no less rigorously than it protects its own information, but in no case less than reasonable care.

C. Confidential Institutional Information. Supplier agrees to hold UC’s Confidential Institutional Information, and any informat ion derived therefrom, in strict confidence. Confidential Institutional Information shall be defined as any Institutional Information which is (i) marked as “Confidential” at the time of disclosure; (ii) if disclosed orally, identified at the time of such oral disclosure as confi dential, and reduced to writing as “Confidential” within thirty (30) days of such oral disclosure; and (iii) if not marked as “Confidential,” information that would be considered by a reasonable person in the relevant field to be confidential given its content and the circumstances of its disclosure. Confidential Information will not be considered confidential to the extent that: (i) Supplier can demonstrate by w ritten records was known to Supplier prior to the effective date of the Agreement; (ii) is currently in, or in the future enters, the public domain other than through a breach of the Agreement or through other acts or omissions of Supplier; (iii) is obtained lawfully from a third party; or (iv) is disclosed under the California Public Records Act or legal process. For the avoidance of doubt, as applicable to Sup plier’s Services, Confidential Institutional Information may include any in formation that identifies or is capable of identifying a spe cific individual, including but not limited to:

1. Personally identifiable information,

2. Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the HIPAA regulations (including, but not limited to 45 C.F.R. § 160.103),

3. Medical information as defined by California Civil Code § 56.05,

4. Cardholder data,

5. Student records, or

6. Individual financial information that is subject to laws restricting the use and disclosure of such information, including but not limited to:
a. Article 1, Section 1 of the California Constitution; the California Information Practices Act (Civil Code § 1798 et seq.); b. The federal Gramm-Leach-Bliley Act (15 U.S.C. §§ 6801(b) and 6805(b)(2)); c. The federal Family Educational Rights and Privacy Act (20 U.S.C. § 1232g); d. The federal Fair and Accurate Credit Transactions Act (15 U.S.C. § 1601 et seq.); e. The Fair Credit Reporting Act (15 U.S.C. § 1681 et seq), and f. Applicable international privacy laws, including, but not limited to the General Data Protection Regulation.

D. Required Disclosures of Institutional Information. If Supplier is required by a court of competent jurisdiction or an adminis trative body to disclose Institutional Information, Supplier will notify UC in writing immediately upon receiving notice of such requirement and prior to any such disclosure (unless Supplier is prohibited by law from doing so), to give UC an opportunity to oppose or otherwise respond to such disclosure. To the extent Supplier still required to disclose Institutional Information, Supplier will furnish only that portion that is legally required and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be a fforded to any Confidential Institutional Information.

E. No Offshoring. Supplier’s transmission, transportation or storage of Institutional Information outside the United States, or access of Institutional Information from outside the United States, is prohibited except with prior written authorization by UC.

F. Conflict in Terms. UC’s Appendix – Data Security, Appendix – BAA, and/or Appendix GDPR will control in the event that one or more appendices is incorporated into the Agreement and conflicts with the provisions of this Article.

G. Acknowledgement. Supplier acknowledges that remedies at law would be inadequate to protect UC against any actual or threatened breach of this Section by Supplier, and, without prejudice to any other rights and remedies otherwise available to UC, Supplier agrees to the granting of injunctive relief in UC’s favor without proof of actual damages.

ARTICLE 21 – UC WHISTLEBLOWER POLICY
UC is committed to conducting its affairs in compliance with the law, and has established a process for reporting and investigating suspected improper governmental activities. Please visit http://www.ucop.edu/uc-whistleblower/ for more information.

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ARTICLE 22 – SUSTAINABLE PROCUREMENT GUIDELINES
Supplier will conduct business using environmentally, socially, and economically sustainable products and services (defined as products and services with a lesser or reduced effect on human health and the environment, and which generate benefits to the University as well a s t o s o c i e t y a n d t h e e c o n o m y , w h i l e r e m a i n i n g w i t h i n t h e c a r r y i ng capacity of the environment), to the maximum possible extent consistent with the Agreement, and with the Univer sity of California Sustainable Practices Policy ( https://policy.ucop.edu/doc/3100155) and the University of California Sustainable Procurement Guidelines:
(https://www.ucop.edu/procurement-services/_files/sustainableprocurementguidelines.pdf).

In accordance with the University of California Sustainable Practices Policy, Supplier will adhere to the following requirement s and standards, as applicable. Supplier acknowledges that failure to comply with any of the sustainability standards and requirement s in the Agreement will constitute a material breach of the Agreement and UC will have the right to terminate the Agreement without dama ge, penalty, cost or further obligation.

A. Sustainability Marketing Standards. Supplier sustainability related claims, where applicable, must meet UC recognized certifi cations and standards set forth in the UC Sustainable Procurement Guidelines and/or meet the standards of Federal Trade Commission’s (FTC) Green Guides.

B. Electronic Transfer of Supplier Information. Suppliers, when interacting with the UC, shall be prohibited from providing hard copies of presentations, marketing material, or other informational materials. Suppliers will be required to present all information in electronic format that is easily transferable to UC staff. Materials may be provided in hard copy or physical format if specifically requi red or requested by a UC representative.

C. Packaging Requirements. All packaging must be compliant with the Toxics in Packaging Prevention Act (AB 455) and must meet al l additional standards and requirements set forth in the UC Sustainable Practices Policy. In addition, UC requires that all packaging meet at least one of the criteria listed below:

1. Uses bulk packaging;

2. Uses reusable packaging (e.g. totes reused by delivery service for next delivery);

3. Uses innovative packaging that reduces the weight of packaging, reduces packaging waste, or utilizes packaging that is a component of the product;

4. Maximizes recycled content and/or meets or exceeds the mi nimum post-consumer content level for packaging in the U.S.

Environmental Protection Agency Comprehensive Procurement Guidelines;

5. Uses locally recyclable or certified compostable material.

D. Foodservice Foam Ban. As of 2018, the University no longer allows packaging foam or expanded polystyrene (EPS) for takeaway containers or other food service items, in any University-owned or -operated food service facility.

E. Product Packaging Foam Ban. Beginning January 1st, 2020, the Un iversity will prohibit all contra cted and non-contracted suppl iers from selling or distributing packaging foam (other than that utilized for laboratory supply or medical packaging) to UC campuse s.

Packaging foam is defined as any open or closed cell, solidified, polymeric foam used for cushioning or packaging, including bu t not limited to: low-density polyethylene foam, polypropylene foam, polystyrene foam (i.e. expanded polystyrene (EPS)), polyurethane foam, polyethylene foam, polyvinyl chloride (PVC) foam, and microcellular foam. Not included in this ban are easily biodegradab le, plant-based foams such as those derived from corn or mushrooms.

F. E-Waste Recycling Requirements. All recyclers of UC electronic equipment must be e-Steward certified by the Basel Action Netw ork (BAN).

G. Hosted and Punch-out Catalog Requirements. Suppliers enabled with eProcurement hosted catalog functionality must clearly iden tify products with UC-recognized certifications, as defined by the UC Sustainable Procurement Guidelines, in both hosted and punch-o ut catalog e-procurement environments.

ARTICLE 23 – PATIENT PROTECTION AND AFFORDABLE CARE ACT (PPACA) EMPLOYER SHARED RESPONSIBILITY If the Services involve Supplier furnishing UC with temporary or supplementary staffing, Supplier warrants that:

A. If Supplier is an Applicable Large Employer (as defi ned under Treasury Regulation Section 54.4980H-1(a)(4)):

1. Supplier offers health coverage to its full-time employees who are performing Services for UC;

2. Supplier’s cost of enrolling such employees in Supplier’s health plan is factored into the fees for the Services; and

3. The fees for the Services are higher than what the Services would cost if Supplier did not offer health coverage to such ful l-time employees.

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B. If Supplier is not an Applicable Large Employer (as defined above):

1. Supplier offers group health coverage to its full-time employ ees who are performing Services for UC and such coverage is considered Minimum Essential Coverage (as defined under Treasury Regulation Section 1-5000A-2) and is Affordable (as defined under Treasury Regulation Section 54.4980H-5(e)); or

2. Supplier’s full-time employees who are performing services for UC have individual coverage and such coverage satisfies the PPACA requirements for mandated individual coverage.

Supplier acknowledges that UC is relying on these warranties to ensure UC’s compliance with the PPACA Employer Shared Responsibility provision.

ARTICLE 24 - PREVAILING WAGES
Unless UC notifies Supplier that the Services are not subject to prevailing wage requirements, Supplier will comply, and will ensure that all sub-suppliers comply, with California prevailing wage provisions, including but not limited to those set forth in Labor Code se ctions 1770, 1771, 1771.1, 1772, 1773, 1773.1, 1774, 1775, 1776, 1777.5, and 1777.6. Fo r purposes of the Agreement, the term “sub-supplier” means a person or firm, of all tiers, that has a contract with Supplier or with a sub-supplier to provide a portion of the Services. The term sub- supplier will not include suppliers, manufacturers, or distributors. Specifically, and not by way of limitation, if apprenticab le occupations are involved in providing the Services, Supplier will be responsible for ensuring that Supplier and any sub-suppliers comply with Labor Code Section 1777.5. Supplier and sub-supplier may not provide the Services unless currently registered and qualified to perform pu blic work pursuant to Labor Code Section 1725.5 and 1771.1. Notwithstanding the foregoing provisions, Supplier will be solely responsible for tracking and ensuring proper payment of prevailing wages regardless if Services are partially or wholly subject to prevailing wage requi rements. In every instance, Supplier will pay not less than the UC Fair Wage (defined as $13 per hour as of 10/1/15, $14 per hour as of 10/ 1/16, and $15 per hour as of 10/1/17) for Services being performed at a UC Location (defined as any location owned or leased by UC).

The California Department of Industrial Relations (DIR) has ascertained the general prevailing per diem wage rates in the local ity in which the Services are to be provided for each craft, classification, or type of worker required to provide the Services. A copy of the general prevailing per diem wage rates will be on file at each UC Location’s procurement office, and will be made available to any interested party upon request. Supplier will post at any job site:

A. Notice of the general prevailing per diem wage rates, and B. Any other notices required by DIR rule or regulation.

By this reference, such notices are made part of the Agreement. Supplier will pay not less than the prevailing wage rates, as specified in the schedule and any amendments thereto, to all workers employed by Supplier in providing the Services. Supplier will cause al l subcontracts to include the provision that all sub-suppliers will pay not less than the prevailing rates to all workers employed by such sub- suppliers in providing the Services. The Services are subject to compliance monitoring and enforcement by the DIR. Supplier w ill forfeit, as a penalty, not more than $200 for each calendar day or portion thereof for each worker that is paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any portion of the Services provided by Supplie r or any sub-supplier. The amount of this penalty will be determined pursuant to applicable law. Such forfeiture amounts may be deducte d from the amounts due under the Agreement. If there are insufficient funds remaining in the amounts due under the Agreement, Supplie r will be liable for any outstanding amount remaining due. Supplier will also pay to any worker who was paid less than the prevailing wage rate for the work or craft for which the worker was employed for any portion of the Services, for each day, or portion thereof, for which the worker was paid less than the specified prevailing per diem wage rate, an amount equal to the difference between the specified prevailing per diem wage rate and the amount which was paid to the worker. Review of any civil wage and penalty assessment will be made pursuant to California Labor Code section 1742.

ARTICLE 25 – FAIR WAGE/FAIR WORK
If the Agreement is for Services that will be performed at one or more UC Locations, does not solely involve furnishing Goods, and are not subject to extramural awards containing sponsor-mandated terms and conditions, Supplier warrants that it is in compliance with applicable federal, state and local working conditions requirements, including but not limited to those set forth in Articles 11, 12 and 1 4 herein, and that Supplier pays its employees performing the Services no less than the UC Fair Wage. Supplier agrees UC may conduct such UC Fair Wage/Fair Work interim compliance audits as UC reasonably requests, as determined in UC’s sole discretion. Supplier agrees to p ost UC DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932

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Fair Wage/Fair Work notices, in the form supplied by UC, in public areas (such as break rooms and lunch rooms) frequented by Su pplier employees who perform Services.

For Services rendered (actual spend) not subject to prevailing wage requirements in excess of $100,000 in a year (under the Agreement or any combination of agreements for the same service), Supplier will (i) at Supplier’s expense, provide an annual independent ver ification (https://www.ucop.edu/procurement-services/for-suppliers/fwfw-resources-suppliers.html) performed by a licensed public accounting firm (independent accountant) or the Supplier’s independent internal audit department ( http://na.theiia.org/standards- guidance/topics/Pages/Independence-and-Objectivity.aspx) in compliance with UC’s required verification standards and procedures (https://www.ucop.edu/procurement-services/for-suppliers/fwfw-resources-suppliers.html) , c o n c e r n i n g S u p p l i e r ’ s c o m p l i a n c e w i t h t h i s provision, and (ii) ensure that in the case of a UC interim audit, its independent accountant/independent internal auditor make s available to UC its UC Fair Wage/Fair Work work papers for the most recent verification period. Supplier agrees to provide UC with a UC F air Wage/Fair Work verification annually, in a form acceptable to UC, no later than ninety days after the end of the 12-month period in which $100,000 in spend is reached.

The Fair Wage Fair Work annual independent verification requirement does not extend to contracts for professional services or consulting for which pre-certification has been provided to UC ( https://www.ucop.edu/procurement-services/for-suppliers/fwfw-resources- suppliers.html). Please see the UC Procurement/Supply Chain Management Policy BUS-43 ( https://www.ucop.edu/procurement- services/policies-forms/business-and-finance/index.html) for the definition of professional services and consulting.

ARTICLE 26 – MEDICAL DEVICES
This Article applies when the Goods and/or Services involve UC purchasing or leasing one or more medical devices from Supplier, or when Supplier uses one or more medical devices in providing Goods and/or Services to UC.

Medical Device as used herein will have the meaning provided by the U.S. Food and Drug Administration (“FDA”) and means an instrument, apparatus, implement, machine, contrivance, implant, in vitro reagent, or other similar or related article, including a compone nt part, or accessory which is: (i) recognized in the official National Formul ary, or the United States Pharmacopoeia, or any supplement to them; (ii) intended for use in the diagnosis of disease or other conditions, or in the cure, mitigation, treatment, or prevention of disease, in humans or other animals, or (iii) intended to affect the structure or any function of the body of humans or other animals, and which d oes not achieve any of its primary intended purposes through chemical action within or on the body of humans or other animals and which is not dependent upon being metabolized for the achievement of any of its primary intended purposes.

Supplier warrants that prior to UC’s purchase or lease of any Medical Device or Supplier’s use of any Medical Device in providi ng Goods and/or Services hereunder, Supplier will: (i) perform security testing and validation for each such Goods and/or Services or Medical Device, as applicable; (ii) perform security scans to detect malware on any software embedded within any Goods and/or Services or Medi cal Device, as applicable, in order to verify that the software does not contain any known malware; (iii) conduct a vulnerability s can encompassing all ports and fuzz testing; and (iv) provide UC with reports for (i) – (iii). Supplier warrants that any Good or Medical Device is compliant with FDA’s most current guidance or regulation for th e quality system related to the cybersecurity and the Management of Cybersecurity in Medical Devices, and that Supplier will maintain compliance with any updates to such guidance or regulations.

Throughout Supplier’s performance of this Agreement, Supplier will provide UC with reasonably up-to-date patches, firmware and security updates for any Medical Device provided to UC, and any other Medical Device used in the course of providing Services, as applic able. All such patches and other security updates will be made available to UC within thirty (30) days of its commercial release or as ot herwise recommended by Supplier or Supplier’s sub-supplier, whichever is earlier.

Supplier warrants that all software and installation media not specifically required for any Medical Device used by Supplier or Goods and/or Services delivered to UC under this Agreement as well as files, scripts, messaging services and data will be removed from all such Goods and/or Services or Medical Device following installation, and that all hardware ports and drivers not required for use or opera tion of such Goods and/or Services or Medical Device will be disabled at time of installation. In addition, Medical Devices must be configur ed so that only Supplier-approved applications will run on such Medical Devices.

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Supplier agrees that UC may take any and all actions that it, in its sole discretion, deems necessary to address, mitigate and/ or rectify any real or potential security threat, and that no such action, to the extent such action does not compromise device certification, will impact, limit, reduce or negate Supplier’s warranties or any of Supplier’s other obligations hereunder.

Supplier warrants that any Medical Device provided to UC, and any other Medical Device used in the course of providing such Goods and/or Services, meet and comply with all cyber-security guidance and similar standards promulgated by the FDA and any other applicabl e regulatory body.

If the Goods and/or Services entail provision or use of a Medical Device, Supplier will provide UC with a completed Manufacturer Disclosure Statement for Medical Device Security (MDS2) form for each such Medical Device before UC is obligated to purchase or lease such Medical Device or prior to Supplier’s use of such device in its performance of Services. If Supplier provides an MDS2 form to UC concur rently with i t s p r ovi si on of G ood s and /or S er vi ce s , U C wi l l h ave a re as on ab le p e ri od of t i me t o re vi e w su ch M D S 2 for m, an d i f t he M DS 2 for m is unacceptable to UC, then UC in its sole discretion may return the Goods or terminate the Agreement with no further obligation to Supplier.

ARTICLE 27 – FORCE MAJEURE
Neither Party will be liable for delays due to causes beyond the Party’s control (including, but not restricted to, war, civil disturbances, earthquakes, fires, floods, epidemics, quarantine restrictions, freight embargoes, and unusually severe weather).

ARTICLE 28 – ASSIGNMENT AND SUBCONTRACTING
Except as to any payment due hereunder, Supplier may not assign or subcontract the Agreement without UC’s written consent. In case such consent is given, the assignee or subcontractor will be subject to all of the terms of the Agreement.

ARTICLE 29 – NO THIRD-PARTY RIGHTS
Nothing in the Agreement, express or implied, is intended to make any person or entity that is not a signer to the Agreement a third-party beneficiary of any right created by this Agreement or by operation of law.

ARTICLE 30 – OTHER APPLICABLE LAWS
Any provision required to be included in a contract of this type by any applicable and valid federal, state or local law, ordin ance, rule or regulations will be deemed to be incorporated herein.

ARTICLE 31 – NOTICES
A Party must send any notice required to be given under the Agreement by overnight delivery or by certified mail with return re ceipt requested, to the other Party’s representative at the address specified by such Party.

ARTICLE 32 – SEVERABILITY
If a provision of the Agreement becomes, or is determined to be, illegal, invalid, or unenforceable, that will not affect the l egality, validity or enforceability of any other provision of the Agreement or of any portion of the invalidated provision that remains legal, va lid, or enforceable.

ARTICLE 33 – WAIVER
Waiver or non-enforcement by either Party of a provision of the Agreement will not constitute a waiver or non-enforcement of an y other provision or of any subsequent breach of the same or similar provision.

ARTICLE 34 – AMENDMENTS
The Parties may make changes in the Goods and/or Services or otherwise amend the Agreement, but only by a writing signed by bot h Parties’ authorized representatives. In the event there is a Material Change to the Agreement, the parties agree to meet and confer in good faith in order to modify the terms of the Agreement. A Material Change as used herein refers to:

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A. A change to the scope of Goods and/or Services to be provided by Supplier, as agreed to by UC; B. A change in the Institutional Information Supplier is required to create, receive, maintain or transmit in performance of the Agreement, such that the Protection Level Classification of such Institutional Information changes; C. Changes in the status of the parties;
D. Changes in flow down terms from external parties; and E. Changes in law or regulation applicable to this Agreement.

Each party shall notify the other party upon the occurrence of a Material Change.

ARTICLE 35 – GOVERNING LAW AND VENUE
California law will control the Agreement and any document to which it is appended. The exclusive jurisdiction and venue for a ny and all actions arising out of or brought under the Agreement is in a state court of competent jurisdiction, situated in the county in the State of California in which the UC Location is located or, where the procurement covers more than one UC Location, the exclusive venue is Alameda County, California.

ARTICLE 36 – ASSISTANCE IN LITIGATION OR ADMINISTRATIVE PROCEEDINGS Supplier will make itself and its employees, subcontractors, or agents assisting Supplier in the performance of its obligations reasonably available to UC at no cost to UC to testify as witnesses, or otherwise, in the event of investigations, or proceedings against UC, its directors, officers, agents, or employees relating to the Goods or Services.

ARTICLE 37 – SUPPLIER TERMS
Any additional terms that Supplier includes in an order form or similar document will be of no force and effect, unless UC expressly agrees in writing to such terms.

ARTICLE 38 – SURVIVAL CLAUSE
Upon expiration or termination of the Agreement, the following provisions will survive: WARRA NTIES; INTELLECTUAL PROPERTY, COPYRIGHT, PATENTS, AND DATA RIGHTS; INDEMNITY AND LIABILITY; USE OF UC NAMES AND TRADEMARKS; LIABILITY FOR UC-FURNISHED PROPERTY; COOPERATION; TERMS APPLICABLE TO THE FURNISHING OF GOODS; AUDIT REQUIREMENTS; PROHIBITION ON UNAUTHORIZED U S E O R D I S C L O S U R E O F I N S T I T U T I O N A L I N F O R M A T I O N ; G O V E R N I N G L A W A N D V E N U E , a n d , t o t h e e x t e n t i n c o r p o r a t e d i n t o t h e Agreement, the terms of the APPENDIX–DATA SECURITY, APPENDIX–BAA, and/or APPENDIX-GDPR.

ARTICLE 39 – CONTRACTING FOR COVERED SERVICES
Covered Services, for the purpose of this Agreement, are defined as work customarily performed by bargaining unit employees at the University in the categories of services described in Regents Policy 5402, and American Federation of State, County, and Munici pal Employees (AFSCME) Collective Bargaining Agreement Article 5. Covered Services include, but are not necessarily limited to, the following services: cleaning, custodial, janitorial, or housekeeping services; food services; laundry services; grounds keeping; building maintenance (excluding skilled crafts); transportation and parking services; and security services.

Unless UC notifies Supplier that the Services are not Covered Serv ices, Supplier warrants that it is in compliance with applica ble federal, state and local working conditions requirements, including but not limited to those set forth in in other Articles of the Agree ment. In accordance with Regents Policy 5402 and AFSCME Collective Bargaining Agreement Article 5, Supplier also warrants that it pays i ts employees performing the Covered Services at UC locations the equivalent value of the wages and benefits – as determined in the Wage and Benefit Parity Appendix – received by UC employees providing similar services at the same, or nearest UC location.

Supplier agrees UC may conduct such compliance audits as UC reasonably requests, and determined at UC’s sole discretion. Supplier agrees to post UC Contracting for Covered Services notices, in the template supplied by UC, in a prominent and accessible place (such as break rooms and lunch rooms) where it may be easily seen by workers who perform Covered Services. The term "Supplier" includes Supplier and its Sub-Suppliers at any tier. Supplier also agrees to:

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Terms and Conditions of Purchase
(a) upon UC’s request, provide verification of an independent audit performed by Supplier’s independent auditor or independent internal audit department (http://na.theiia.org/standards-guidance/topics/Pages/Independence-and-Objectivity.aspx) and at Supplier’s expense; and
(b) ensure that, in the case of a UC interim audit, Supplier’s a uditor makes available to UC its Contracting for Covered Services work papers for the most recently audited time period. Supplier agrees to provide UC requested verification, in a form acceptable to UC, no later than ninety days after receiving UC’s request.

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DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932

UNIVERSITY
OF

CALIFORNIA
Appendix
Data Security
Exhibit 1- Institutional Information

1. Protection Level Classification1:
□ Protection Level 1
□ Protection Level 2
□ Protection Level 3
0 Protection Level 4
Explanation: I [Optional, add detail if needed, may be covered in SOW] The Protection Level determines the applicable cyber security insurance requirement in the Terms and Conditions.

2. Institutional Information data element descriptors:

Select all data types that apply:

A. 0 Animal Research Data.

B. 0 Controlled Technical Information (CTI}.

C. 0 Controlled Unclassified Information (CUl}-800-171/NARA.

D. 0 Defense Department: Covered Defense Information (CDI}.

E. 0 Federal Acquisition Regulations (FARS/DFAR) other than CUI.

F. 0 GDPR personal data.

G. 0 GDPR special data.

H. 0 Health data -other identifiable medical data not covered by HIPAA. (Including but not limited to: occupational health, special accommodation, or services qualification, etc.)
I. 0 Health Records subject to HIPAA Privacy or Security Rule (PHI}.

J. 0 Human Subject Research Data.

1. □ Identified.

2. □ Anonymized.

K. 0 Intellectual property (IP}, such as patents, copyright, or trade secrets.

L. 0 !TAR/EAR-controlled data.

M. 0 Payment card data (PCI, PCI DSS}.

N. 0 Personally identifiable information -PII.

0. 0 Student data, whether or not subject to FERPA.
1 For reference see: https://security.ucop.edu/policies/institutional-information-and-it-resource classification.html
8/12/2019 Page 1 of 2
DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 University of California Appendix
Data Security
P. □ Other:

Q. □ Other:

R. □ Other:

S. □ Other:

3. Institutional Information Regulation or Contract Requirements:

Select all regulations or external obligations that apply to inform UC and the Supplier of obligations related to this Appendix:

Privacy(* indicates data security requirements are also present) A. 0 California Confidentiality of Medical Information Act (CMIA} *.

B. 0 California Consumer Privacy Act (CCPA).

C. 0 California Information Practices Act (IPA).

D. 0 European Union General Data Protection Regulation (GDPR)*.

E. 0 Family Educational Rights and Privacy Act (FERPA) *.

F. 0 Federal Policy for the Protection of Human Subjects ("Common Rule").

G. 0 Genetic Information Nondiscrimination Act (GINA).

H. 0 Gramm-Leach-Bliley Act (GLBA) (Student Financial Aid) *.

I. 0 Health Insurance Portability and Accountability Act/Health Information Technology for Economic and Clinical Health Act (HIPAA/HITECH} *.

J. 0 Substance Abuse and Mental Health Services Administration SAMHSA (CFR 42 Part 2).

K. 0 The Fair and Accurate Credit Transaction Act (FACTA).

L. 0 The Fair Credit Reporting Act (FCRA).

Data Security
M. 0 Chemical Facility Anti-Terrorism Standards (CFATS}. 0 Defense Federal Acquisition Regulations (DFARS).
0 Export Administration Regulations (EAR).
0 Federal Acquisition Regulations (FARS}.
0 Federal Information Security Modernization Act (FISMA). 0 International Traffic in Arms Regulations (ITAR).
0 Payment card data (PCI, PCI DSS}.
0 Toxic Substances Control Act (TSCA}.
□ Other:

0. P.

X.
-------------------------
□ Other: -------------------------
□ Other: -------------------------
□ Other: -------------------------
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UNIVERSITY
OF

CALIFORNIA
Appendix - Business Associate Agreement
This Appendix - Business Associate Agreement ("Appendix BAA") supplements and is made a part of any and all agreements entered into by and between The Regents of the University of California, a California corporation ("UC"), on behalf of its University of California Health System and ------------, Business Associate ("BA").

RECITALS
A. UC is a "Covered Entity" as defined under 45 C.F.R. § 160.103 B. UC and BA are entering into or have entered into, and may in the future enter into, one or more agreements (each an "Underlying Agreement") under which BA performs functions or activities for or on behalf of, or provides services to UC ("Services") that involve receiving, creating, maintaining and/or transmitting Protected Health Information ("PHI") of UC as a "Business Associate" of UC as defined under 45 C.F.R. § 160.103. This Appendix BAA shall only be operative in the event and to the extent this Appendix BAA is incorporated into an Underlying Agreement between UC and BA.

C. UC and BA desire to protect the privacy and provide for the security of PHI used by or disclosed to BA in compliance with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the regulations promulgated thereunder by the U.S. Department of Health and Human Services (45 C.F.R.

Parts 160, 162 and 164) (the "HIP AA Regulations"), the Health Information Technology for Economic and Clinical Health Act of 2009 (the "HITECH Act"), California Civil Code § 56 et seq., §§ 1798.82 and 1798.29, and other applicable laws and regulations. The purpose of this BA Agreement is to satisfy certain standards and requirements of HIP AA, the HIP AA Regulations, including 45 CFR § 164.504( e ), the HITECH Act, including Subtitle D, part 1, as they may be amended from time to time, and similar requirements under California law.

D. UC has designated all of its HIP AA health care components as a single component of its hybrid entity and therefore this BA Agreement is binding on all other UC health care components (collectively, the Single Health Care Component or the SHCC). This BA Agreement is effective on the date of the Underlying Agreement under which BA provides Services to UC ("Effective Date").

1. DEFINITIONS
Except for PHI, all capitalized terms in this Appendix BAA shall have the same meaning as those terms in the HIPAA Regulations.

PHI shall have the same meaning as "protected health information" in the HIPAA Regulations that is created, received, maintained, or transmitted by Business Associate or any Subcontractor on behalf of UC and shall also include "medical information" as defined at Cal. Civ. Code § 56.05. 1 8.1.19
Ricoh USA, Inc.

DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932

2. OBLIGATIONS OF BA
BA agrees to:

A. Comply with the requirements of the Privacy Rule that apply to UC in carrying out such obligations, to the extent BA carries out any obligations of UC under the Privacy Rule. BA also agrees to comply with the requirements of California state privacy laws and regulations that apply to UC in carrying out such obligations, to the extent BA carries out any obligations of UC under California Civil Code § 1798 et seq., California Civil Code § 56 et seq., and California Health & Safety Code §§ 1280.15 and 1280.18, as applicable, unless otherwise mutually agreed to by BA and UC.

B. Not Use or Disclose PHI other than as permitted or required by the Underlying Agreement or as required by law.

C. Use appropriate safeguards, and comply, where applicable, with 45 C.F.R. § 164 Subpart C with respect to ePHI, to prevent the Use or Disclosure of PHI other than as provided for by the Underlying Agreement(s) and the Appendix BAA.

D. Notify UC, orally and in writing, as soon as possible, but in no event more than five (5) calendar days, after BA becomes aware of any Use or Disclosure of the PHI not permitted or required by the Appendix BAA or Underlying Agreement(s), including Breaches of unsecured PHI as required by 45 C.F .R. § 164.410 and potential compromises of UC PHI, including potential inappropriate access, acquisition, use or disclosure of UC PHI ( each, collectively an "Incident"). BA shall be deemed to be aware of any such Incident, as of the first day on which it becomes aware of it, or by exercising reasonable diligence, should have been known to its officers, employees, agents or sub-suppliers. The notification to UC shall include, to the extent possible, each individual whose unsecured PHI has been, or is reasonably believed by BA to have been, accessed, acquired, used or disclosed during such Incident. BA shall further provide UC with any other available information that UC is required to include in a notification to affected individuals at the time of the notification to UC, or promptly thereafter as information becomes available. BA shall take prompt corrective action to remedy any such Incident, and, as soon as possible, shall provide to UC in writing: (i) the actions initiated by the BA to mitigate, to the extent practicable, any harmful effect of such Incident; and (ii) the corrective action BA has initiated or plans to initiate to prevent future similar Incidents.

E. Ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of the BA agree to the same restrictions, conditions, and requirements that apply to the BA with respect to such PHI.

F. If BA maintains PHI in a Designated Record Set, BA shall make the PHI in the Designated Record Set available to UC, or if directed by UC to the Individual or the Individual's designee, as necessary to satisfy UC's obligations under 45 C.F.R. § 164.524.

G. If BA maintains PHI in a Designated Record Set, BA shall make any amendments directed or agreed to by UC pursuant to 45 C.F.R. § 164.526, or take other measures as necessary to satisfy UC's obligations under 45 C.F.R. § 164.526.
2 8.1.19
DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Ricoh USA, Inc.

Steven Bissey, Director, State & Local Government
1/28/21
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212-253-3530
[email protected]
711 Third Avenue, New York, NY 10017
DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 /0/i255
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DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 1 04/10/19
Addendum A: Scope of Processing Data
This Addendum is part of the Appendix GDPR and includes details of the processing of Data as required by the Agreement.

1. Processor is processing Data on behalf of the Controller for purposes of the performance of Services described in this Agreement. Data shall be processed for the duration of the term of this Agreement, except as otherwise specifically set forth herein. P rocessor does not anticipate processing data as defined herin.

2. The purposes(s) of the processing of Data to be carried out by the Processor on behalf of the Controller includes: Processor does not anticipate processing data as defined herin.

3. The Data to be processed by the Processor on behalf of the Controller in the performance of Services includes the following NAME, TITLE, CONTACT INFORMATION, BIRTHDATE, AGE, IDENTIFICATION NUMBERS, ACADEMIC RECORDS, FINANCIAL DATA,] the Data also includes the following s ensitive data – racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, data concerning health, dat a
c
oncerning sex life or sexual orientation, or data relating to criminal convictions or offenses ] If th
e Processor be comes aware that additional personal data not identified above has been received from the Controller, the Processor shall immediately notify the Controller.

4. The Data to be processed by the Processor on behalf of the Controller in the performance of Services relates to the following categories of data subjects: none

5. Controller authorizes the Processor to subcontract the following processing activities to the following Subprocessors: none

6. Other than to the United States as may be required for the performance of Services, and for which the Controller has a lawful basis to transfer the Data to the United States pursuant to GDPR, the Processor may transfer Data to the following countries outside of the EEA: none DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 /0/i255
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DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Revised 7/18/2019 Page 1 o f 6
This Electronic Commerce Appendix specifies the electronic comm erce requirements app licable to Supplier in providing the Goods and/or Services.

SECTION 1 ‐ GENERAL TERMS
Ea
ch UC Location offers an electronic web‐based purchasing and catalog system to facilitate the purchase of Goods and/or Services from UC suppliers. UC Locations’ eProcurement systems currently are provided by multiple service providers. Eight of the ten UC campuses utilize the same platform but may require separate implementations, as will the remaining campuses and/or Medical Centers. This Appendix sets forth the terms and conditions that will govern Supplier’s sale of Goods and/or Services through UC’s eProcurement systems.

SECTION 2 ‐ DEFINITIONS
Catalog(s)
refers to the list of detailed product information, agreement pricing, manufacturer part numbers and/or service descriptions relating to the Goods and/or Services to b e offered either as a Punch‐out Catalog, a Hosted Catalog or in a combination. This may include the creation of multiple Hosted Catalogs. eProcurement and eCommerce are used interchangeably to mean UC’s electronic web‐based pur chasing and catalog systems. Each UC location has a branded eProcurement site.

Go Live Date means the date on which a Catalog will be active.

Hosted Catalog means a Catalog that is a properly formatted computer file supplied to all UC Locations through the Locations’ respective eProcurement systems.

Order means a purchase order for Goods and/or Services placed by a User through an eProcurement system.

Order Data means all data and information relating to Orders, including, without limitation, the specifics of a given transaction.

Punch‐out Catalog means a Catalog hosted by Supplier on Supplier’s Site. Users may access this Punch‐out Catalog via an Internet link provided by Supplier to UC that redirects a User from the Location’s eProcurement system to Supplier Site.

Supplier Mark means Supplier’s name, trade name and/or trademarks, service mark, or any derivation thereof.

Supplier Site means an internet site operated and maintained by Supplier tha t has been made subject to this Appendix.

UC Mark means UC’s name, trade name and/or trademarks, service marks, or any derivation thereof.

User means an individual authorized by a UC location to use an eProcurement system.

SECTION 3 – RIGHT TO USE
UC
grants to Supplier the right to sell Goods and/or Services to UC through the eProcurement systems, subject to the terms of this agreement. Supplier will be responsible for a ny cost of operation or dispute with regard to its interface with UC’s eProcurement systems.

Appendix- Electronic Commerce
DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Revised 7/18/2019 Page 2 o f 6
SECTION 4 – e‐PROCUREMENT SYSTEM RESPONSIBILITIES; MAINTENANCE OF CATALOG(S); LICENSE (a) e‐Procurement System Responsibilities.

Except as otherwise set forth herein, each party will be responsible, at its own expense, for: (i) developing, operating and maintaining its relevant system(s); (ii) acquiring and maintaining its server hardware and software (or obtaining third‐party hos
ting services) for its relevant system(s); and (iii) maintaining Internet connectivity.

The
supplier will enable its catalog with any UC location that requests one, as long as it is not out of the scope of the terms of the agreement or this appendix. The parties agree to electronically link the functionality of their respective systems, using commercially reasonable efforts.

Purchase Order and Invoice/Credit Memo Data will be transmitted b e t w e e n t h e s y s t e m s a c c o r d i n g t o t h e appropriate method for each University location, cXML, xCBL or EDI standards being preferred. Other methods of PO or Invoice/Credit Memo transmission will only be allowed at the discretion of each University location.

A supplier’s Punch‐out site (if applicable) will permit: (a) Users to access the Supplier Site when a User selects the Punch‐out Catalog; (b) Supplier site to send back user selected items to Location’s eProcurement system; (c) User to create an Order through the Loca tion’s eProcurement system; and (d) UC eProcurement systems to forward an Order to Supplier for confirmation and Order processing along with Order status inquiry.

Supplier must be able to accommodate orders and invoices for multiple UC locations sharing a single eProcurement platform. Supplier must be able to identify the Punch‐out session and transmitted PO as being from the individual locations. If providing a Punch‐out catalog, Supplier must be able to accommodate multiple UC locations on a single platform using a single Punch‐out site, unless requested otherwise by UC. (b)Mai
ntenance of Hosted and Punch‐out Catalogs.

Supplier will provide its Catalog(s) to UC in a file format that will interface seamlessly with UC’s eP rocurement systems. These Catalog files will be in compliance with each UC Location’s eProcurement system.

UC
makes no guarantee of a Go Live Schedule for establishment of a new catalog Systemwide, as each Location is a separate enablement and subject to resource availability. Timelines will be estimated and adjusted by UC as needed for concurrent implementations.

For Hosted Catalogs, Supplier must provide UC with updated vers ions of the Catalog file with, at a minimum, full descriptions and images that Supplier currently utilizes for items offered in its proprietary websites and Punch‐out Catalogs. The parties will update each other regarding eCommerce specifications as needed from time to time.

Supplier must notify UC’s Contract Administrator at least three (3) weeks in advance of the proposed Go Live Date if it will be requesting additions, deletions, or modifications to the Catalogs. After such advance notification, Supplier must provide UC with Catalog files containing the requested additions, deletions, or modifications with no less than the lead time specified in Section 10 of this appendix. In addition, for price file updates with a mutually agreed upon activation of January 1, Supplier must submit proposed files at least five (5) weeks pri or to the first working day in January. Upon UC’s approval of the new Catalog file, UC and Sup plier will confirm the Go Live Date; the updated version of the Catalog file will be made effective on that Go Live date. If UC rejects a Catalog more than once because it does not meet UC’s acceptance criteria, the Contract Administrator will suspend Supplier’s price/content change until the date of Supplier’s next acceptable contracted change.

If there is a conflict between a price in a Hosted Catalog and a Punch‐out Catalog, UC will be invoiced at the lower price. Supplier must notify UC in advance when substituting items, changing SKU numbers or changing the number of items in a package in any Catalog.

DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Revised 7/18/2019 Page 3 o f 6
Content in Supplier catalog is limited to the categories specified in this agreement, with additional categories allowed at UC’s discretion. Supplier agrees that UC may block Catalog items at the category and/or SKU level.

The University will require Supplier to clearly identify products as Hazardous Materials, Radioactive, and Controlled Substances in the Supplier’s catalog, whether Hosted or Punch‐out. For Punch‐out the identifier will be returned to the cart of the Location’s eProcurement system, in a manner/field acceptable to the Location.

The University will require Supplier to clearly identify products with UC‐recognized sustainability/green certifications in both hosted and Punch‐out catalogs. UC’s Contract Administrator will work with Supplier to ensure that contract items that meet the UC criteria for Green/Sustainable products will be prioritized in all product searches. Products that do not meet UC’s minimum criteria requirements may be blocked in all hosted catalogs and Punch‐out catalogs at UC’s discretion.

Supplier is responsible for providing UC with Catalogs that contain accurate pricing and data in accordance with the Agreement. If UC determines there are errors in the pricing or data attributes of a Catalog, UC will notify Supplier of those errors in writing and reject the Catalog. Supplier will have no more than ten (10) business days to review and correct the errors.
(c)Lice
nse.

Supplier hereby grants to UC, at no additional cost, a limited, non‐exclusive, royalty‐free right to link to and access the Supplier Site from the eProcurement sites, subject to the terms and conditions herein and solely for the purpose of permitting Users to access the Services. All Supplier Marks will remain the sole property of Supplier. (d)Accessibility Requirements.

Supplier agrees that Supplier will make available Goods/Services accessible to people with disabilities and conform to the
technical requirements of the relevant Revised Standards of Section 508 of the federal Rehabilitation Act. In addition
, Supplier warrants that:
i. Any catalog content provided to UC will comply with the accessibility requirements of WCAG 2.0AA. ii. Supplier will promptly respond to and resolve any complai nt regarding accessibility of any catalog
conte
nt provided to UC.

SECTION 5 – USER SUPPORT
(a)
UC Duties. Each UC Location will provide its Users with ini tial contact and system support assistance on all functionality and use issues for eProcurement (including links to the Supplier Site). When known, UC will promptly notify
Supplier of any such issues relating to the Catalog, the Supplier Site, and/or other Supplier materials/systems. (b)
Supplier Duties. Supplier will provide all customer support relating to the Catalog, Supplier Goods and/or Services, Invoicing/Payment/Credits, and Supplier Sites in a manner consi stent with the customer support that Supplier provides to other customers, and at least as good as the customer support that Supplier provides to customers who are pur
chasing through any other means.

SECTION 6 – PROPRIETARY RIGHTS
UC’s
Terms and Conditions of Purchase contains provisions regar ding the parties’ rights and responsibilities with respect to intellectual property relating to the Goods and Serv ices. Without altering those provisions, the parties additionally agree as follows: UC may require Supplier to “brand” Supplier’s Punch‐out Catalog with one or more UC Marks. If UC requires Supplier to utilize one or more UC Marks on Supplier’s Punch‐out Catalog, UC will provide the appropriate artwork and such artwork will be deemed to have been provided with a limited, non‐exclusive, non‐sub‐ DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Revised 7/18/2019 Page 4 o f 6
licensable right for Supplier to use it solely for the purpose of a UC‐branded Punch‐out Catalog hosted by Supplier and subject to the following terms:
(i) Supplier may not make any additional use of the UC Marks without UC’s prior written a pproval.

Sup
plier’s use of the UC Marks in the Punch‐out Catalog must acknowledge UC's ownership of the UC Marks. Supplier will include all notices and legends with respect to UC trademarks, trade names, or copyrights as may be required by applicable trademark and copyright laws or which may be reasonably requested by UC. Supplier agrees not to claim any title to UC Marks or any right to use UC Marks except as permitted by this Appendix. Upon termination of this Appendix or the Agreement, all rights to UC Marks conveyed by UC to Supplier will cease and Supplier will destroy or return to UC all media with UC Marks. UC specifically reserves any and all rights to UC Marks not specifically granted to Supplier.

Supplier grants to UC the right to use Supplier's trademarks, logos, trade names, and service marks for the purpose of promoting UC eProcurement sites to the UC community. UC ackn owledges Supplier's right, title, and interest in and to Supplier’s Marks and Supplier’s exclusive right to use and license the use of Supplier Marks and agrees not to claim any title to Supplier Marks or any right to use Supplier Marks except as permitted by this Appendix. UC will include all notices and legends with respect to Supplier trademarks, trade names, or copyrights as may be required by applicable trademark and copyright laws or which may be reas onably requested by Supplier. Upon termination of this Appendix, all rights to Supplier Marks conveyed by Supplier to UC will cease and UC will destroy or return to Supplier all media with Supplier Marks. Supplier specifically r eserves any and all right to Supplier Marks not specifically granted to UC.
(ii)
The
licenses granted in the previous paragraphs regarding UC Marks and Supplier Marks are subject to the ongoing approval of the party owning the respective trademarks, logos, trade names, or copyrights.

Such ongoing approval includes the ability to terminate – at an y time, for any reason, and in the s ole discretion
of the owner of the respective trademarks, logos, tra d e n a m e s , o r c o p y r i g h t s – t h e trademark licenses provided in th e preceding paragraphs for any particular trademark, logo, trade name, or copyrighted work without necessarily terminating this Appendix. Each party agrees not to take any action that will adversely reflect upon or damage the goodwill, reputation, or the brand value of
the other party. Each party further agrees not to take any action that is inconsistent with the other party’s ownership of the respective trademarks, trade names, or copyrights. At all times (includi ng following termination of the
Agreement), Supplier agrees to comply with Section 92000 of California’s Education Code.
(a)
Grant of License. Supplier hereby grants UC a non‐exclusive, royalty‐free: (i) license to use, copy, transmit, and display the Catalog, any informa tion contained therein and the Supplier Marks for the purposes of permitting Customers to access information about and order Supplier Goods and/or Services from a Catalog and (ii) if Supplier is using a Punch‐out Catalog,
right to link to and access the Punch‐out Catalog on the Supplier Site, for the purposes of permitting Customers to access the Supplier Website and permitting Customers to order Supplier Goods and/ or Services.
(b)
Modifications. UC will not modify or remove any of the prop rietary rights markings in the Catalog. UC will no t modify the content of the Catalog, except as indicated by Supplier, but may require Supplier to make and s ubmit modifications
if required as part of this agreement. However, for hosted catalogs, UC reserves the right to attach flags to catalog items as an aid to shoppers in selecting preferred items, such as green or recycled. UC will not make any representations or warranties, or provide any information, to any third party regarding any Supplier Goods and/or Services (including, but not limited to, any representat ions or warranties of any information regarding availability, delivery, pricing, characteristics, qualifications or specifications thereof). If UC believes in good faith that any Supplier information does not conform to the requirements of the associated UC Agreement or this Appendix, UC will be entitled to withdraw the Catalog from UC eProcurement sites. In such a case, UC will promptly notify the Supplier
of the actions it has taken and will work with the Sup plier promptly to resolve UC’s concerns. When UC’s DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Revised 7/18/2019 Page 5 o f 6
concerns are satisfactorily resolved UC will promptly restore the Catalog, if appropriate. UC will have no liability to the Supplier or anyone else for exercising these rights. (c) Acknowledgment. Each party acknowledges that the technology embodied in the other party’s Site may be based on patented or patentable inventions, trade secrets, copyrights or other intellectual property or proprietary r ights (“Intelle
ctual Property Rights”) owned by the other party and its applicable licensors. (d)
UC Rights. As between the parties, UC will be the sole owner of – or, with respect to any items licensed by UC, will retain all rights to all Intellectual Property Rights associated with UC eProcurement sites, including any modifications,
updates, enhancements or upgrades to any of the foregoing, as well as any Order Data generated or collected on such site (collectively, the “UC Materials”). Except as provided herein, Supplier may not copy or use in an
y way, in whole or in part, any UC Materials without UC’s pri or written approval. Any permitted copies of such property, in whole or in part, alone or as part of a derivative work, will remain UC’s sole property. Supplier agrees to reprodu
ce and include UC’s copyright, trademark and other propr ietary rights notices on any permitted copies of UC Materials including, without limitation, partial copies and copied materials in derivative works. Supplier will not copy or reproduce any third‐party copyrighted or trademarked ma terials, which appear on or are otherwise associated with any UC eProcurement site without UC’s prior written consent.

SECTION 7 – MULTIPLE SUPPLIERS
Sup
plier acknowledges that all UC eProcurement sites are intended to facilitate Users’ ability to obtain Goods and/or Services from more than one supplier. Nothing in this Appendix will be construed to prevent UC from entering into similar agreements with any third parties including, without li mitation, suppliers that may be in competition with Supplier.

SECTION 8 – WARRANTY DISCLAIMER
UC does not w
arrant that access to UC eProcurement sites will be uninterrupted or that the results obtained by use of UC eProcurement sites will be error‐free.

SECTION 9 – DISPUTES AND CHANGES IN THE SERVICES
(a)U
C and Supplier agree to negotiate in good faith to resolve problems, questions and disputes. (b)
Where improvements and clarifications can be made in the bu siness processes related to eProcurement, both parties agree
to incorporate such changes as long as they are mutually agreed upon.

SECTION 10 – ADDITIONAL CONTRACTUAL TERMS
In
addition to the provisions of Section 4, Section 10 provisions will govern the Catalogs. If the provisions of Sections 4 and 10 conflict, Section 10 will govern.

Type(s) of Catalog(s): At UC’s campus discretion, Supplier is allowed to implement a [specify hosted, Punch‐out, or both] catalog in the UC eProcurement systems. Supplier will be req uired to comply with UC Location e‐commerce requirements on a location by location basis, which includes the decision to move forward with Punch‐out or Hosted.

Any deviation from the type(s) specified herein must first be agreed upon by UC’s Contract Administrator.

Annual Number of Catalogs: Supplier is allowed to submit no more than [number] catalogs per calendar year, with changes as follows:
 Content Additions, Deletions and Other Non‐pricing Edits: [ insert number of times Supplier can change its content; quarterly or biannually would be recommended]
 Price Changes
: [insert number of times Supplier can change its price; once per year would be recommended] DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Revised 7/18/2019 Page 6 o f 6
o Allowable level of price change ($/%) will be in accordance with the terms of this agreement. o If a price file includes both content and pricing changes, it will count toward the pricing allocation.

Lead time:  Supplier must load the Catalog price file into the e‐Procurement system [insert number, 10 is the
minimum] working days prior to the planned go‐live date.  (Exception – for January 1 updates to enabled catalogs, Supplier must submit the price file no later than 5 weeks prior, as specified in section 4.) Buyer – [Choose those that apply]:
 Number of catalog/price file versions to be supported for this agreement:  [insert number]  If more th
an one catalog/price file version is supported, please include a description/justification (e.g., special pricing for cor
es):  [insert description]
 Maximum Number of SKUs allowed:  [in
sert number] (optional)
 Categories allowed within Catalog:  [list
specific categories]     or
 Categories blocked within Catalog: [list specific categories] DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Attachment A Statement of Work (SOW)
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1. General
1 .1 Description of the Scope of Services: The purpose of this Statement of Work is for Supplier to sell and/or lease to University multifunction devices (MFDs) with copy, print, scan, and optional fax functionality, and/or Laser Printers, along with related products and support, in a cost effective and efficient manner, accompanied by high standards of quality and service, aligned with University’s needs as further detailed herein.

1.2 Participating Locations: Supplier shall make all terms of the Agreement available to all current and future locations of the University of California.

2. Program Requirements

2.1 Program Manager: Supplier shall assign a Program Manager who will have the overall account management responsibility, as well as a dedicated Account Manager per UC Location.
2 .2 Supplier’s Program Manager is listed below, is subject to UC approval, and has overall responsibility for managing the UC/Supplier relationship:

Name Mike Stowell
Phone 913.485.6852
Email [email protected]
Address 10920 S. Carbondale St.

Olathe, KS 66061
2 .3 Program Administration: Supplier must provide the necessary staff, infrastructure, and other resources at a level sufficient to ensure efficient, effective, and continually improving fulfillment of its obligations under this Agreement, and as further detailed in the RFP and Supplier’s Response, including, but not limited to:
2 .3.1 All support to be available no less than Monday – Friday, 8:00am-5:00pm (Pacific).

2.3.2 Provide a toll-free 800 number for Customer Service calls.

2.3.3 Coordinate contract/program implementation, including designating associated Project Manager.

2.3.4 Account management for on-going contract monitoring, maintenance and communication.

2.3.5 Account Representative(s) dedicated to UC Locations as specified in Exhibit 3 Supplier UC Account Support Team.

2.3.6 To insure customer service satisfaction, Supplier is required to call customer 3 days after equipment installation and training. Customer shall be defined as a designated DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Attachment A Statement of Work (SOW)
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u
ser for that location. For UC Locations with MFD/Printer Fleet Management Programs, Customer shall be defined as the designated contacts for those Programs.

2.3.7 Supplier’s account representative must make frequent on-site visits sufficient to effectively address and resolve issues related to the fulfillment of Suppliers obligations under the Agreement including, but not limited to: customer orders, problems, and invoice disputes; increase sales activity; advise regarding cost reduction and process improvement opportunities; assist in resolving problems; demonstrate products; provide training; and other customer services as required for the efficient operation of the program.

2.3.8 Coordinate all the order/installation process, inquiries regarding order status, and pricing concerns.

2.3.9 Regular business review meetings (frequency to be determined by each location, though no less than quarterly) between Supplier’s account manager and other representatives as needed (specialists, local representatives, management) and UC Purchasing and/or MFD/Printer Fleet Management Program at each location to review and discuss agreement purchase activity, Supplier key performance indicators (KPIs) and metrics, outstanding issues, new products and services roadmaps, and other related issues.

2.3.10 Maintain a customer service satisfaction level of 98% or better as evidenced by the results of regular customer survey’s conducted by supplier.

2.3.11 A designated contact for billing/invoicing questions and issues.

2.3.12 Guarantee transaction accuracy of 99% or higher.

2.3.13 Ensure that all Supplier support staff are oriented and trained on Supplier’s transaction systems and other infrastructure and processes at a level sufficient to meet University’s needs and comply with Supplier’s obligations under the Agreement.
2 .4 Consistency: Supplier must provide and assure consistency across all UC Locations in the following areas:
2 .4.1 Pricing on all Products

2.4.2 Discounts on all Products

2.4.3 Support offerings

2.4.4 New Support offerings

2.4.5 Customer Service

2.4.6 Quality Control

2.4.7 Ordering and Payment Processes and Systems

2.5 Partnering: Suppliers must establish and maintain a partner relationship with UC Location Purchasing and/or MFD/Printer Fleet Management Program with respect to MFDs and Laser Printers at each location to achieve objectives such as:
2 .5.1 Improving Supplier performance

2.5.2 Improving product and service quality

2.5.3 Improving equipment utilization levels to reduce costs DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Attachment A Statement of Work (SOW)
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2 .5.4 Increasing sales through product show sponsorship and other marketing assistance

2.5.5 Reduction of paperwork and increased efficiency through consolidated invoicing and other methods

2.5.6 Competitive pricing strategies
2 .6 In the event of a problem, Supplier makes the following escalation process available to UC:
2 .6.1 Ricoh's UC Services Executives assist in the transition, implementation and ongoing provision of local operations within each University of California location. The primary responsibility of the Services Executive is to serve as the principle resource and liaison between our team and UC System. Should the Services Executive be unable to resolve an issue within their respective UC locations, they will escalate the issue to their local Sales Manager. Should the local Sales Manager still face challenges resolving any issues, they will escalate to the Vice President of Sales within their respective marketplaces.

In
addition, Ricoh's National Higher Education team in conjunction with UC Contract Manager are available to assist when needed. They will be engaged by the local teams as needed and can bring in additional national resources if need be. 2 .7 Supplier must establish, test, and maintain a Disaster Recovery/Business Continuity Plan, and deploy other systems and processes as necessary, in order to ensure efficient and timely fulfillment of its obligations under this Agreement in the event of a disaster or other service interrupting event.

2.8 Service Standards: During the term of this Agreement and any extension(s) of the Term, Supplier will provide the following minimum service standards:
2 .8.1 Uptime per device – 96%

2.8.2 Response time per device (MFDs) – 4 hours within one business hour acknowledging call back from technician or dispatch – starting from time of call placement, measured as a quarterly average.

2.8.3 Response time per device (MFDs) – Areas beyond 20 miles from a major UC Location – Maximum 8 hours or upon mutually agreed time frame with field office or location administrator

2.8.4 Response time per device (Laser Printers) – within 2 business days

2.8.5 Repair time – Average of 2 hours

2.8.6 Delivery-equipment – 10 business days from Supplier receipt of order

2.8.7 Delivery-replacement parts (MFDs) – within 8 business hours from Supplier receipt of order

2.8.8 Delivery-replacement parts (Laser Printers) – within 2 business days from Supplier receipt of order

2.8.9 Delivery – Supplies – within 2 business days from Supplier receipt of order DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Attachment A Statement of Work (SOW)
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2. 8.10 Installation (MFDs) – upon delivery

2.8.11 Installation (Laser Printers) – if requested, within 2 business days of delivery

2.8.12 Setup – Within 4 business hours of delivery

2.8.13 Return customer calls – within 1 hour

2.8.14 Resolve billing issues – within 10 days
2 .9 During the term of this Agreement and any extension(s) of such term, Supplier shall provide after-hours services based on the following service standards:
2 .9.1 Response time – Average 4 hours

2.9.2 Repair time – Average 2 hours

2. 10 Maintenance services requested and performed outside Supplier’s normal business hours will be charged to UC at the rates provided in the Exhibit 1 for UC and Exhibit 2 for Non-UC entities. Supplier shall not charge UC more than thirty (30) minutes travel time for the services performed after normal business hours.

2.11 Service Warranty: Supplier warrants that services will be performed in a good workmanlike manner in accordance with the applicable service description. Supplier will service during the warranty as well as during the Service Contract through its own Service Organization. It is understood and agreed by UC that Supplier retains exclusive ownership and control of any proprietary software diagnostics utilized in servicing the Products.

2.12 Non-Performance Penalty: Supplier agrees to credit UC for not complying with the service standards specified in Section 2.8, as follows:

2. 12.1 Maintenance credit - Up to one hundred (100) percent credit to individual UC Locations of monthly maintenance charge for individual MFD availability of less than ninety-six (96) percent calculated for each MFD as specified below:

U
ptime % Credit (off maintenance monthly charge)
Uptime % Credit (off maintenance
monthly charge)
100% - 96.0% 0

95.9% - 95.0% 1%

94.9% - 94.0% 2%

93.9% - 93.0% 4%

92.9% - 92.0% 6%

91.9% - 91.0% 8%

90.9% - 90.0% 10%

89.9% - 89.0% 12%
DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Attachment A Statement of Work (SOW)
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88.9% - 88.0% 14%

87.9% - 87.0% 16%

86.9% - 86.0% 18%

85.9% - 85.0% 20%

84.9% - 84.0% 22%

83.9% - 82.0% 24%

82.9% - 82.0% 26%

81.9% - 81.0% 28%

81.9% - 80.0% 30%
Less than 80.0% 100%
F
or purposes of computing the effective performance lever, accumulated hours of failure downtime for any month will be adjusted to the nearest whole of half-hour.

C
redits to be calculated based on prorated share of maintenance charge to be calculated and prorated on a per equipment/unit basis.

U
ptime is defined as the number of hours that each MFD is available and in good working order during Principle Period of Maintenance coverage as follows:

U
ptime Percentage = PPM - FT x 100
PPM
P
PM - Principle Period of Maintenance (8:00am - 5:00pm, Monday through Friday, except holidays)
FT -
Failure Time
F
or purpose of calculation, Failure Time is defined as any time during the Principle Period of Maintenance when a MFD is incapable of using any its features and functions, due to a failure of the machine mechanically or electronically. This Failure Time will be tracked and reported by Supplier.

2. 12.2 Delivery credit - Up to fifteen (15) percent of the UC net purchase price and/or monthly lease charge to be calculated on a per equipment unit basis for each device as specified below. The credit for late delivery will not apply in the event Supplier provides, within required delivery time, a loner acceptable by UC ordering department.

Delivery Schedule
(Business Days)
Credit
(Off UC purchase/lease price)
10 days 0%
11 days 1.0%
12 days 2.0%
DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Attachment A Statement of Work (SOW)
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13 days 3.0%
14 days 4.0%
15 days 5.0%
16 days 6.0%
17 days 7.0%
18 days 8.0%
19 days
20 days
More than 20 days

9.0%

10.0%

15.0%

2. 12.3 The minimum quality of service standards set forth above recognize that occasional errors are likely, however, the Supplier further agrees to use best efforts to achieve 100% of service level. Should the service levels fall below the minimum standards and the Supplier does not take corrective action within thirty (30) days following University written notification, the University reserves the right to terminate the Agreement immediately.

2.13 Delivery and Installation:

2. 13.1 Supplier shall provider delivery and installation of devices, including fulfillment process from UC Purchase Order submission to delivery, all at no separate or additional charge to University.

2. 13.2 Suppliers’ dedicated account representative must coordinate all the delivery, installation and training processes with designated representative(s) at each UC Location.

2. 13.3 Supplier will provide a written acknowledgment of equipment delivery and installation.

2.14 Training: Supplier must provide training to UC authorized personnel sufficient to enable the proficient and productive use of Supplier’s devices, systems and processes including, but not limited to:
• I
nitial Training (following installation)
• Follow-up training
• On-going training (existing and new users)

2. 14.1 Training to be provided by Supplier at UC Locations at mutually agreed upon dates and times, at no charge to UC.

2. 15 Sustainability: Suppliers shall comply with the University of California Sustainable Practices Policy which is the University’s standard for all sustainable practices including, but not limited to:

DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Attachment A Statement of Work (SOW)
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2. 15.1 For each device covered under the Agreement, Supplier must provide that device’s EPEAT rating (Gold, Silver, Bronze) along with the EPEAT recorded options score.

Each device must have achieved a minimum EPEAT rating of Bronze.

2.15.2 Provide a take back process for toner cartridges and other consumables at no additional cost to University.

2.15.3 Post Consumer Waste (PCW) Paper:
• All de
vices shall be able to use recycled content paper up to and including 100% Post Consumer Waste (PCW) paper with high reliability, as long as the paper in use meets standard paper categories (e.g. copy, laser, or multi-purpose paper). • Full duplexing using up to and including 100% PCW paper shall be guaranteed by the manufacturer to reliably accomplish 100% duplexing. Recycled paper PCW content cannot be faulted by the Supplier’s service personnel for equipment malfunctions.
• Should a condition arise in which paper is suspect in underperformance in a significant number of devices using the same paper or same paper batch numbers, further testing may be coordinated by a UC designated official with Supplier to test and determine the appropriate resolution.

2. 15.4 Environmentally Responsible Packaging: Supplier agrees to use good faith efforts to utilize minimal packaging, environmentally responsible packaging, recycling practices, and packaging take back for reuse, to minimize the adverse effects of packaging on the environment.

2. 15.5 Provide a process by which devices can be taken back by the Supplier at the end of their useful life for remanufacturing, refurbishing, or recycling of parts. For MFDs, Supplier must take back devices at the end of their useful life at no cost, at University discretion.

2. 15.6 Sustainable Transportation: Supplier agrees to work towards creating a delivery and transportation model which minimizes Green House Gas (GHG) emissions and has the least impact on the environment. The purchase of the cleanest and most efficient vehicles and tires will be a Supplier goal. The use of alternative fuels will be utilized where and when appropriate.

2. 15.7 Sustainable Operations: Supplier agrees to implement a continuous improvement program related to sustainable operations of its facilities.

2. 15.8 Reporting: Supplier will report to UC during the quarterly business reviews regarding the improvements that have been made in the previous quarter and planned improvements for the upcoming quarters. Supplier will provide UC quarterly summary reports as specified in the RFP detailing purchases, incentives and the purchase of sustainable products by UC systemwide and by location.

DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Attachment A Statement of Work (SOW)
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2. 15.9 Supplier is required to register and participate in an assessment of their sustainability practices and procedures through the Ecovadis Corporate Social Responsibility (CSR) monitoring platform. For more information on the EcoVadis platform and costs associated with an assessment, please see the EcoVadis Supplier Solutions Website here: https://www.ecovadis.com/us/supplier-solutions-2/.

2.16 Accessibility:

2. 16.1 Products will be accessible to people with disabilities and comply with California Building Code 2016 for "forward reach” (11B-308.2) and for “side reach” (11B- 308.3).

2. 16.2 OCR will be available on all scanners at no additional cost to UC.

2. 16.3 On devices with scanning functionality, the installer or repair person will ensure that a one-page instructional flyer is posted at the device that (a) explains why OCR is critical to make PDFs accessible to people with disabilities, (b) instructs the user how to easily turn the OCR capability on/off, (c) provides information about the impact of the OCR process on file size or other document properties, emailing, uploading, and other functionality, and (d) advises that all floor-standing devices should have sufficient clearance for wheelchair access.

2. 16.4 Accessibility features for each product will be identified in the supplier’s online form/ecatalog.

2.17 Technical Support: Supplier must provide the following technical support to UC Locations:

2. 17.1 Initial installation and configuration of MFD hardware and software for network connectivity and full functionality of the MFD to UC Locations and their IT resources, as needed and/or requested.

2. 17.2 Onsite equipment electrical and mechanical troubleshooting and repairs.

2. 17.3 Dedicated technical support staff with a working knowledge of all aspects of network functionality across all platforms including, but not limited to:
• Hardware installation (network cards, cabling, etc.)
• LDAP
• Network administration (equipment, software installation/configuration, printer driver installation/configuration/characteristics and security settings as neede d
a
nd requested.)
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• A
dvice and assistance with user-settable options in display menus and submenus
• Support for MFDs or Laser Printer issues with respect to 3rd party vendor s
oftware and hardware.
• Full maintenance services for Laser Printers, including repair parts, software and firmware updates and labor.

2.17.4 Supplier’s employees that will be physically present at UC Locations (i.e. delivering copiers, providing service) must conform to the following:
• We
ar proper uniform
• Carry badges with picture ID
• Bonded, or appropriately equivalent Crime Insurance coverage • S
uccessfully passed the following pre-employment background security checks:
• Social security trace
• National criminal search (including national sex offender registry) • County criminal search
• Prior employer screening
• Highest level of education (exempt only)
• Motor vehicle record (driving roles only)

2. 17.5 Supplier must provide the following quantity of service technicians:
• Suppli
er will provide no less than 400 factory certified technicians to support all U
C Locations.
• Supplier will maintain a device per service technician ratio no less favorable to University than 289:1.
• Supplier technicians are fully trained and factory-certified to repair Supplier’s equipment.
• Supplier will maintain an average field technician tenure of 4 years.

3. Pricing:

3.1 Pricing on Exhibits 1 and 2 is expressed as a discount from Manufacturer Suggested Retail Price )MSRP. MSRP must be available on a manufacturer’s published price list and be publicly available throughout the agreement term.

3.2 The prices of Supplier’s products included in this Agreement shall not increase for the duration of this Agreement for existing Models.

3.3 Supplier will utilize the following Value Added Resellers to perform maintenance, service and support for all UC locations at the pricing stated in the Pricing Exhibits 1 and 2. • R
ay Morgan Company
2194 Northpoint Pkwy
Santa Rosa CA 95407
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707
-293-2430
• Bu
rtronics Business Systems
1980 Orange Tree Ln
Redlands CA 92374
909-885-7576
• In
tegrus (aka Advanced Office)
14370 Myford Rd #100
Irvine CA 92606
714-547-9500
3 .4 During the term of the Agreement, Supplier may add or delete contract devices introduced or removed from the market by the Supplier, provided the added device falls within the scope of the respective category. Supplier must update its dedicated contract websites and published catalogs and lists to reflect this change. New devices must be adequately described and the associated price list must be updated to reflect the new devices prices. Pricing must utilize the same pricing structure as was used for other devices falling into the same product category. The pricing structure will be dictated by the purchase price determined from the discount from Manufacturer Suggested Retail Price (MSRP) and other specified discounts listed in this RFP. Lease pricing will be dictated by the quoted leasing rates applied to the purchase price. Such additions and deletions must be approved by the UC contract administrator or their designee. 3 .5 Supplier agrees to extend the pricing terms for maintenance services and supplies included in this Agreement to Supplier’s current population of Products placed at UC prior to the execution of this Agreement for models that are identical to the models in the bid. In the event that the current pricing for maintenance services and supplies is less compared to the pricing listed in Exhibits 1 and 2, the current pricing shall not change.

3.6 MFD/Printer Fleet Management Programs: Some UC Locations (as identified in the RFP Campus Profiles) utilize established MFD/Printer Fleet Management Programs, or similar groups managing a large population of MFDs and/or Laser Printers for the UC Location. The value added services provided by these programs may vary, but generally include:
• In
stitutional knowledge and understanding of UC Location hierarchy, policies & procedures, and local campus geography;
• Onsite central point of contact at UC Location for first-tier service response and coordination, and centralized supplies and parts;
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• C
onsultation and equipment needs assessment for multiple departments within the UC Location;
• Consolidation of multiple equipment orders onto single purchase orders (lease or purchase);
• Coordination for volume deliveries of equipment;
• Consolidated billing and meter reading reconciliation through a single contact at the UC Location;
• Coordination of internal campus services for: delivery access, electrical u
pgrades, network access, copy/print control systems, help desk troubleshooting, and service call avoidance;
• Summary invoicing, and single-contact invoice reconciliation; • Managed mediation of customer equipment expectations and performance is
sues in lieu of the Supplier
In
recognition of these value-added services currently in place at the UC Locations identified, and their resulting reduction in Suppliers’ efforts, resources, and expenses, Suppliers will provide MFD/Printer Fleet Management Programs an additional ten percent (10%) discount off all pricing on Exhibits 1 and 2.

I
f, after the implementation of this contract, a UC Location not operating such a program as of the effective date of this Agreement determines that is in their best interest to deploy such a program, Supplier will be notified by that UC Location’s procurement office, after appropriate review and authorization. On authorization, such programs will be entitled to all benefits available to those programs currently established as detailed herein.

M
FD/Printer Fleet Management Programs reserve the right to negotiate further discounts on any of Suppliers’ products and/or services provided for under this RFP and its resulting contract.

At
UC Locations with MFD/Printer Fleet Management Programs, Supplier will partner with these programs and direct all potential campus customers at the UC Location to the program before selling or leasing an MFD/Printer to the campus customer.

Additionally, Supplier will provide marketing expertise to further the program development at the UC Location.

4. Reporting: Supplier must provide electronic reports (in Microsoft Excel) or any other r
equested format to designated UC contacts providing a wide range of information, at both the sy
stem-wide and individual UC Location level, related to the Agreement including, but not limited to:
4 .1 Quarterly Report Population of MFDs and Laser Printers reports including but not limited to the following data:

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• U
C Location
• UC department
• UC purchase order number
• Name, phone and email for department placing the purchase order • Equipment serial number
• Name and Model of product(s) and/or service(s) Purchased • Quantity purchased
• Price paid, per unit and total
• Method of acquisition (lease, purchase, etc.)
• Sustainable product purchases
4 .2 Monthly Reports:
• R
esponse time
• Repair time
• Uptime
• Total service calls
• Delivery time
• Installation time
• Open leases, remaining terms, etc.
4 .3 Equipment inventory report that will provide a detail listing of all products and their locations at the particular UC Location.
4 .4 Annual reports comparing UC contract pricing with Supplier’s other pricing available from in the higher education market.
4 .5 Other reports as reasonably requested by UC.
4 .6 Supplier must make a commercially reasonable effort to provide reports within five (5) business days.

5. Maintenance Service

5.1 Supplier agrees to provide to UC, during Supplier’s normal business hours, the maintenance service necessary to keep equipment in, or restore the equipment to, good working order in accordance with Supplier’s policies then in effect. This maintenance service includes maintenance based upon the specific needs of individual equipment, as determined by Supplier, and unscheduled, on-call remedial maintenance. 5 .2 Maintenance will include lubrication, adjustments, and replacement of maintenance parts deemed necessary by Supplier. Maintenance parts will be furnished on an exchange basis, and the replaced parts become the property of Supplier. Maintenance DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Attachment A Statement of Work (SOW)
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s
ervices provided under this Agreement does not assure uninterrupted operation of the Product.
5 .3 Supplier must coordinate all service calls through a centralized dispatch desk. All calls must be logged into a service system with a minimum of the following information:
5 .3.1 All relevant customer information, location, phone number(s), contact name , caller name

5.3.2 A unique repair ticket number

5.3.3 Time of call placement from the customer

5.3.4 The customer’s reported equipment malfunction or issue

5.3.5 The equipment id number, model and serial number

5.3.6 The equipment status operational status: operational, substandard, or inoperative

5.3.7 Dispatched agent name or id number, dispatched time, location, caller, make, model, serial # and problem
5 .4 Suppliers must further log the following information upon call completion:
5 .4.1 Service technician’s report of actual problem and troubleshooting &repair actions conducted

5.4.2 Arrival time, End time, Total Repair time, service copies made, final call status i.e.:
completed.- closed, open, pending , escalated.

5.4.3 Meter readings upon service completion (i.e. print, scan, color, b/w) 5 .5 Locations with MFD/Printer Fleet Management programs may require that the call completion information be supplied from the Supplier’s repair technician to a designated MFD/Printer Fleet Management program administrator at the conclusion of the service call.
5 .6 Repair Parts And Supplies:
5 .6.1 Supplier must carry in stock all common parts for no greater than next-day access by Supplier’s service personnel.

5.6.2 Supplier must produce or make parts and supplies available for no less than five (5) years after a model has been discontinued.

5.6.3 Supplier must provide all UC Locations with the same discount for parts and supplies for the devices covered under this Agreement.
5 .7 MFD Service and Parts: Supplier must offer full maintenance services for MFDs, including repair parts, software and firmware updates and labor based on the following options:
• Op
tion 1: Cost Per Impression Charge – Zero Volume Base
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S
upplier will provide full service maintenance with supplies, excluding paper.

Supplier will invoice respective UC Location on a monthly basis using a cost per impression charge applied to the actual monthly impression volume in the covered period without any minimum and/or maximum volume restrictions.

These rates apply to purchased and leased MFDs.
• Option 2: Monthly Minimum Charge
Supplier will provide full service maintenance with supplies, excluding paper.

Supplier will charge UC a fixed monthly minimum charge, which will include a monthly impression volume allowance, with a separate cost per impression charge applied to the overage. These rates apply to purchased and leased MFDs. • Option 3: T&M - Fixed Charge per Occurrence
Suppli
er will provide service repairs and maintenance using a Time and Material option. Supplier charges UC a fixed amount per occurrence and/or a fixed hourly fee, after expiration of standard or extended equipment warranties. 5 .8 Lemon Clause: After the 90-day warranty period and until 36 months from the date of installation, or coterminous in the case of a longer lease, except due to operator error, for any device that fails to operate in accordance with the manufacturer's published performance specifications three times in any four week period and/or is subject to recurring related problems, Supplier shall replace that device with a new MFD or Laser Printer that meets the requirements of the same lot as the original equipment model, at no cost to the user. This will take precedence over any other warranty or service maintenance clauses associated with this contract. For purchased devices, customers must maintain an uninterrupted maintenance agreement, cost per copy, or lease agreement including parts and supplies with the contract vendor for the Lemon Clause to apply past the initial 90-day warranty period. The UC Location Purchasing and/or MFD/Printer Fleet Management Program will review user requests for the application of this clause and will make a determination regarding its use. If 25% or less of the device’s useful life has been used up, the device must be replaced with a “new device”.

A “like for like” device may be used if 25% or more of the useful life of the device has been used up and the Customer agrees to the “like for like” exchange. Note: Prior to the lease or purchase of a device, awarded vendors must provide UC with the device’s “Useful Life”. Describe your company policy and how your company will fulfill this requirement.

6. Data Security

6.1 For all MFDs/Laser Printers, Suppliers must:
6 .1.1 Disclose all default accounts, access methods, and passwords on the device at delivery.

6.1.2 Certify that log-in credentials are not communicated in clear text by default, though clear text may be an option if ciphertext is available as an option.

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6 .1.3 Deliver MFDs and/or Laser Printers with the latest, fully-patched software, firmware, or other OEM software as provided for device functionality as detailed on the “Specifications” tab of Exhibits 1 and 2.

6.1.4 Notify all UC Locations of all known and reported vulnerabilities, and of planned updates or mitigations to software provided for device functionality as detailed on the “Specifications” tab of Exhibits 1 and 2.

6.1.5 Disclose and describe shared accounts or service accounts that Supplier technicians may or will use, and the security procedures planned by Supplier. 6 .2 All devices must:

6.2.1 Provide secure login for administrator access (including username and password).

Upon setup and configuration, all default device or interface passwords must be changed and communicated to the designated contacts(s).

6.2.2 Provide IP and MAC address filtering to limit users’ access to the device via the web interface; and

6.2.3 Provide on/off (switchable) provisions for other types of access, including but not limited to telnet, rsh, SNMP, FTP, IPSec, SSL/TLS, etc. Suppliers must list all on/off provisions for all types of access in their response.
6 .3 All MFDs/Laser Printers that are equipped with hard drives must:
6 .3.1 Possess an “always on” security feature that overwrites the sector(s) of the hard drive used for processing copy, print, or scan data using at least 3 passes, preventing the data from remaining on the hard drive of the MFD or Laser Printer after the copy, print, or scan job is finished.

6.3.2 Provide at least 128-bit AES encryption (or equivalent) as part of the storage process for any information held on the hard drive for long-term storage.

6.3.3 Provide secure login for administrator access (including username and password), allowing administrators to set access levels for users who perform tasks on the device (e.g., managing address books (fax or scan addresses), or printing print, fax, or copy/scan logs). Upon setup and configuration, all default device or interface passwords must be changed and communicated to the designated contacts(s).

6.3.4 Isolate any incoming FAX line from all hardware that has network access. MFDs must have no physical or data connection between the Page Memory (or Temporary Data Storage) and the FAX controller.
6 .4 Provide on/off (switchable) control of read/write access to the device from portable media (e.g., SD cards, USB drives, etc.); and be able to have their hard drives removed by a Supplier technician and surrendered to UC at the end of a lease, cost-per-copy agreement, or at trade-in (or at any time, for any reason, an MFD and/or Laser Printer is removed from UC) at no additional cost to UC.

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7. Technology Requirements: Suppliers’ devices must have the technological capability to fulfill s
pecific requirements of the University including, but not limited to the following required device technologies:
7 .1 100baseT or greater Ethernet connectivity

7.2 Connectivity to Supplier's MFDs and/or Laser Printers by devices using the following operating systems, including universal and device-specific PPDs. Include the expected timeframe for release of PPDs after operating system upgrades:

7.2.1 Windows (requirement is from Windows 10.0 and higher; Suppliers to specify versions)

7.2.2 Macintosh (Suppliers to specify versions; requirement is from OSX 10.13 and higher)

7.2.3 IOS (Suppliers to specify versions; requirement is from iOS 11.0 and higher)

7.2.4 Android (Suppliers to specify versions; requirement is from Android OS 8.0 and higher)
7 .3 Connectivity to Supplier’s MFDs and/or Laser Printers by following communications protocols:
7 .3.1 POP, IMAP

7.3.2 IPv4/IPv6/IPsec

7.3.3 LDAPv3 or higher

7.3.4 Kerberos – must include Kerberos for Windows and Macintosh Operating Systems listed in 2a-2b above

7.3.5 LPR/LPD/IPP

7.3.6 Bonjour

7.3.7 SMTP

7.3.8 SNMP v1 – v3 including authentication protocols

7.3.9 TCP port 9100 direct printing (bidirectional)

7.3.10 SSL/TLS
7 .4 Printing to Suppliers's MFDs and/or Laser Printers using the following printing protocols/output types:
7 .4.1 PostScript Level 3

7.4.2 PCL 6e

7.4.3 PDF
7 .5 Effective and successful installation and set-up of Suppliers's MFDs and/or Laser Printers on University network.
7 .6 Effective and successful installation and set-up of connectivity software (including, but not limited to, PPDs) to Supplier's MFDs/Laser Printers on customer computers as requested by the UC Location.

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7 .7 All Proposers' devices must be able to interface with existing third-party access control and management systems at UC locations (Equitrac, ITC, Pharos, PaperCut, PCounter, or comparable), with the following requirements to achieve reliable and accurate transactions and transactional reporting:
7 .7.1 Embedded software and/or external hardware to enable use of the third- party system; device-specific interface cables for external hardware must be provided and installed by Supplier at no cost to UC;

7.7.2 Network connectivity across a hard-wired and/or a wireless network;

7.7.3 Ability to use USB proximity and/or magnetic stripe card readers for user authentication and access to the third-party system.

8. Product Acquisition

8.1 Required MFD’s: During the term of the Agreement, Supplier must provide at least one model MFD that meets or exceeds UC’s requirements for each of the following categories. Suppliers must provide detailed specifications for each model of MFD fulfilling the category requirements below.
• C
ategory 1 - B/W Desktop 20+ pages per minute
• Category 2 - B/W 20-30 pages per minute
• Category 3 - B/W 31-40 pages per minute
• Category 4A - B/W 41-50 pages per minute
• Category 4B - B/W 51-60 pages per minute
• Category 5 - B/W 61-90 pages per minute
• C
ategory 1 - Color Desktop 20+ pages per minute
• Category 2 - Color 20-30 pages per minute
• Category 3 - Color 31-40 pages per minute
• Category 4A - Color 41-50 pages per minute
• Category 4B - Color 51-60 pages per minute
• Category 5 - Color 61-90 pages per minute

8.2 Required Laser Printers: During the term of the Agreement, Supplier must provide at least one model Laser Printer that meets or exceeds UC’s requirements for each of the following categories. Suppliers must provide detailed specifications for each model of Laser Printer fulfilling the category requirements below. Each model MUST have the ability to perform duplex printing and have ethernet connectivity:
• C
ategory 1 - Low Volume - B/W 25-40 pages per minute
• Category 2 - Mid Volume - B/W 41-55 pages per minute
• Category 3 - High Volume - B/W 56-70 pages per minute • Category 1 - Low Volume - Color 10-20 pages per minute DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Attachment A Statement of Work (SOW)
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• C
ategory 2 - Mid Volume - Color 21-35 pages per minute
• Category 3 - High Volume - Color 36-50 pages per minute

8.3 Purchase Option: Supplier agrees to sell to UC the required devices listed herein and associated products and services, if requested by UC, in accordance with the requirements set forth in this Agreement. Supplier shall warrant that the Products are new and owned by Supplier. Supplier warrants that it will repair or replace defective Products and/or parts, including labor at no cost to UC for ninety (90) days after the installation date. The title for the purchased MFDs and/or Laser Printers will be transferred to UC. In conjunction with purchased MFDs, Suppliers must offer a cost per copy (CPC) rate for service and supplies.

8.4 Lease Option: Suppliers agrees to offer to UC the required MFDs listed herein and associated products and services based on the following Full Market Value (FMV) and $1 buyout terms:
• 3
6 Months
• 48 Months
• 60 Months
8 .4.2 In conjunction with leased MFDs, Supplier must offer a CPC rate for service and supplies.
8 .4.3 In conjunction with leased MFDs, on both FMV and $1 buyout option, Supplier must offer a service and supply component.
8 .4.4 No loss or damage, except for loss or damage due solely to the negligence of Supplier, shall relieve UC of the obligation to pay any Lease payment or of any other obligation under the Agreement. In the event of loss or damage not attributable solely to the negligence of Supplier, UC, at the option of Supplier shall:
8 .4.4..1 Place the Product in good condition or report, or; 8 .4.4..2 Replace the Product with like equipment in good condition and repair with clear title in Supplier and subject to all the terms and conditions of the Agreement;
8 .4.4..3 Pay to Supplier the sum of all Lease payments due and owning at the time of such loss of damage and the fair market value of the equipment at the time of such loss or damage.
8 .4.4..4 Upon replacement of the Product pursuant to subparagraph (2) above or upon Supplier’s receipt of the payment provided for in subparagraph (3)
ab
ove, UC or UC insurer shall be entitled to Supplier’s interest in the DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Attachment A Statement of Work (SOW)
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o
riginal Product, for salvage purposes, at its then-current condition and location AS IS, WHERE IS, WITHOUT ANY WARRANTY, EXPRESSED OR IMPLIED. EACH LEASE ORDER MADE PURSUANT TO THE TERMS AND

CONDIITIONS OF EQUIPMENT LEASING IS AN UNCONDITIONAL, NON-

CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ON
ANY ORDER FOR LEASE. In addition to the terms set forth in Section 5 of the Terms and Conditions of Equipment Lease, in the event of a UC default, Ricoh may do one or more of the following: (a) Ricoh may require UC to immediately pay to Ricoh, as compensation for loss of Ricoh’s bargain and not as a penalty, a sum equal to: (i) all past due payments and all other past due amounts payable under any order; and (ii)
t
he present value total of all unpaid payments for the remainder of the lease term, discounted at a rate equal to 6% per year to the date of default; (b) Ricoh may require the UC to deliver the Product (as define d
i
n Section 22) to Ricoh.Notwithstanding anything to the contrary in the A
greement, the Terms and Conditions of Purchase or the Terms and Conditions of Equipment Leasing, in the event of a written notice of default from UC, Ricoh shall have thirty (30) days to cure such failur e
fr
om the date of such notice.

8.5 Trial Units: Supplier must offer current models to UC Locations on a trial basis for thirty (30) days. UC Locations may opt to purchase or lease the trial model, request a different m
odel for trial, or return the trial model(s) with no obligation to Supplier.

8.6 Product Certification: Supplier certifies and warrants that all products sold to UC under the Agreement:
8 .6.1 Shall be new and genuine, except short term rentals or temporary replacements.

8.6.2 Shall be provided to UC in the manufacturer's original packaging unless otherwise requested by UC.

8.6.3 Shall be manufactured and sold or distributed to the Supplier for retail sale in the United States.

8.6.4 Shall be sold to the Supplier from legal and reputable channels, which are understood to be the manufacturer or authorized representatives of the manufacturer.

8.6.5 Shall not be altered or misbranded within the meaning of the Federal and State laws applicable to such products.

Trade-ins: Supplier agrees to assist UC in obtaining the best trade-in values available for UC owned Products through Supplier’s recommended Equipment Brokers. Supplier shall provide the required administrative support, including removal of UC owned products, to UC to effectively manage the trade-in transaction(s) at no cost to UC.

DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Exhibit 1 UC Pricing Discounts
MFD, Laser Printer, Accessories and all other
Ricoh product discounts
Double click on the Attachment Pin to open the Price
Discount Books
Ricoh UC MFD Price Book
Ricoh UC Laser Printer Price Book
Ricoh All other Product Pricing
DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Exhibit 2 Participating Agencies Pricing
Discounts
MFD, Laser Printer, Accessories and all other
Ricoh product discounts
Double click on the Attachment Pin to open the
Price Discount Books
Ricoh Participating Agency MFD Price Book
Ricoh Participating Agency Laser Printer Price
Book
Ricoh All other Product Pricing
DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 University of California
Ricoh Acct. Management Team
Ricoh Partner Executive - Renaud Rodrigue; 25 years with Ricoh; 10 years supporting UC UC North Client Executive – Kathleen Carr; 30 years with Ricoh, 10 years supporting UC UC South Client Executive – Art Johnson; 20 years with Ricoh; 10 years supporting UC UC San Diego
Natalia Getman – Account Manager
11 Mo. Ricoh; 20 yrs in industry; Ricoh Certified

UC Santa Barbara
Andrea Volpe - Account Manager
8 yrs Ricoh; 8 yrs in industry; Ricoh Certified

UC Riverside
Elizabeth Boncal – Account Manager
11 Mo. Ricoh; 20 yrs in industry; Ricoh Certified

UC Irvine Health
Susan Woolf – Account Manager
5 yrs Ricoh; 28 yrs in industry; Ricoh Certified

UC Irvine Campus
Elizabeth Boncal – Account Manager
11 Mo. Ricoh; 20 yrs in industry; Ricoh Certified

UCLA Campus & Health
Kevin Holian – Technology Specialist
36 yrs Ricoh; 36 yrs in Industry; Ricoh Certified

UC Davis
Ray Morgan – Authorized Ricoh Dealer
20 yrs Ricoh; 5 yrs with UCD; Ricoh Certified

UC Merced
Craig Graham - Account Manager
16 yrs Ricoh; 17 yrs in industry; Ricoh Certified

UC Santa Cruz
Vahik Safarian - Account Manager
6 yrs Ricoh; 15 yrs in industry; Ricoh Certified

UC Berkley
Matt Clement – Account Manager
24 yrs Ricoh; 24 yrs in industry; Ricoh Certified

UC San Francisco & UC Davis Health
Kim Coles - Technology Specialist
15 yrs Ricoh; 25 yrs in Industry; Ricoh Certified

Account Managers and Technology Specialists are responsible for Ricoh’s on-going customer service delivery to each UC School. This includes account maintenance, new quotes, deliveries, service response, quarterly reporting, and customer engagement. They are the single point of contact for Ricoh’s portfolio as well as service delivery. Any issues or opportunities can be escalated to the Partner Executive, Client Executive, or any of Ricoh’s executive leadership, branch leadership or service team at any time.

Exhibit 3 Supplier Account Support Team
DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Attachment B
OMNIA Partners Exhibit – Terms applicable to all Non-University of California Entities a. Ricoh Master Lease Agreement (OMNIA Sample)
b. Ricoh Product Schedule (OMNIA Sample)
c. Ricoh Product Schedule with Purchase Option (tax exempt) (OMNIA Sample) d. Ricoh Product Schedule with Purchase Option
e. Ricoh Image Management Schedule (OMNIA Sample)
f. Ricoh Loan Agreement (OMNIA Sample)
g. Ricoh Master Services Agreement (OMNIA Sample)
h. Ricoh Master Maintenance & Sale Agreement (OMNIA Sample) i. Ricoh Service Order (OMNIA Sample)
j. Ricoh Professional Services Statement of Work (SOW) (OMNIA Sample) k. Ricoh Digital Imaging Statement of Work (SOW) (OMNIA Sample) l. Ricoh Purchase Order Language for Leasing (OMNIA Sample) m. Ricoh Purchase Order Language for Purchase (OMNIA Sample) These agreements may be Amended from time to time with approval, and will be posted on the OMNIA Partners Public Sector Ricoh microsite - https://public.omniapartners.com/suppliers/ricoh/overview.

DocuSign Envelope ID: 9F2A7947-77BA-41EA-A43B-FDCB17BF8932 Amendment No. 1 Page 1 of 2
Agreement No. 2021002788
Revised 11/4/15
Th
is Amendment #1 to Agreement # 2021002788 (“Agreement”) is entered into between The Regents of the University of California (UC) and Supplier.

MENDMENT TO AGREEMENT
The Agreement is hereby amended as follows:

S
ection 12. Cooperative Purchasing is deleted and replaced with the following:

Adding attached Incorporated Document (c. UC Terms and Conditions of Equipment Lease Dated 12/15/94) to end of Agreement.

All other terms, conditions and provisions of the Agreement shall remain in full force and effect.

This Amendment is signed by the parties’ duly authorized representatives, and shall be effective as of the date of last signature below.

A
mendment to Agreement
DocuSign Envelope ID: 78BBDC1D-40A8-4AC6-A654-2EF9039D5862 Amendment No. 1 Page 2 of 2
Agreement No. 2021002788
Revised 11/4/15
RICOH USA, INC. THE REGENTS OF THE

UNIVERSITY OF CALIFORNIA
By:

Name:

Title:

Date:

DocuSign Envelope ID: 78BBDC1D-40A8-4AC6-A654-2EF9039D5862 Sr. IT Commodity Manager
2/10/2023
Michael Wegmann
Director, Corp. & Public Sector Contracts
Steve Bissey
2/10/2023

BULLETIN NO.: BUS-43 Rev. DATE: 12/15/94 PAGE: 74 Page 1

TERMS AND CONDITIONS OF EQUIPMENT LEASE

ARTICLE 1 - GENERAL. For the purpose of these terms and conditions, the terms "University", "Lessor" and "Order" shall hereinafter be defined as follows:

A. University: The Regents of the University of California.

B. Lessor: The grantor of the use of personal property by lease.

C. Order: A straight lease or rental agreement, with or without option to purchase, as indicated on the purchase order.

BULLETIN NO.: BUS-43 Rev. DATE: 12/15/94 PAGE: 74 Page 2

ARTICLE 13 - ASSIGNMENT. This order is not assignable by Lessor, except as to any payment due hereunder, without the written approval of University.

ARTICLE 14 - EQUAL OPPORTUNITY AFFIRMATIVE ACTION.

ARTICLE 19 - LESSOR'S LIABILITY AND INSURANCE

DocuSign Envelope ID: 78BBDC1D-40A8-4AC6-A654-2EF9039D5862

BULLETIN NO.: BUS-43 Rev. DATE: 12/15/94 PAGE: 74 Page 3

B. INSURANCE. In consideration of the above, Seller shall at its expense obtain, keep in force and maintain ins urance to cover its performance under this order as follows:

1. Comprehensive or Commercial Form General Liability Insurance (Contractual Liability Included)
Minimum Limits:

1. Each Occurrence $

2. Products/Completed Operations $

2. Business Auto Liability: (Owned, Scheduled, Non-Owned, or Hired Automobiles) with a combined single limit of no less than $ per occurrence.

3. Workers' Compensation as required under California State law.

DocuSign Envelope ID: 78BBDC1D-40A8-4AC6-A654-2EF9039D5862 Amendment No. 02 Page 1 of 1
Agreement No. 2021002788
Revised 9/1/2023

This Amendment #2 to Agreement #2021002788 (“Agreement”) is entered into between The Regents of the University of California (UC) and Supplier.

AMENDMENT TO AGREEMENT
The Agreement is hereby amended as follows:

Attachment A Statement of Work (SOW) Section 8.6.1 is hereby deleted in its entirety and replaced with the following:

8.6.1 Shall be new and genuine, except (i) short term rentals or temporary replacements; and (ii) products that are currently in place at a Omnia Partner participating agency.

All other terms, conditions and provisions of the Agreement shall remain in full force and effect.

This Amendment is signed by the parties’ duly authorized representatives and shall be effective as of the date of last signature below.

RICOH USA, INC. THE REGENTS OF THE

UNIVERSITY OF CALIFORNIA
By:

Name:

Title:

Date:

Amendment to Agreement
steve bissey
Sr. Director, Corp. & Public Sector Contract Strategy
Jan 9, 2024
Michael Wegmann (Jan 11, 2024 12:24 PST)
Michael Wegmann
Sr IT Category Manager
Jan 11, 2024
2021002788(Revision 1) - UC-wide_Ricoh USA,
Inc_print goods and services
Final Audit Report 2024-01-11
Created: 2024-01-09
By: University of California Contracts ([email protected]) Status: Signed
Transaction ID: CBJCHBCAABAAx0PL8STWiBkkICBFwkS82oS_ZhZfS_Z0 "2021002788(Revision 1) - UC-wide_Ricoh USA, Inc_print good s and services" History
Document digitally presigned by DocuSign\, Inc. ([email protected]) 2021-01-29 - 4:44:19 PM GMT
Document digitally presigned by DocuSign\, Inc. ([email protected]) 2023-02-10 - 10:50:52 PM GMT
Document created by University of California Contracts ([email protected]) 2024-01-09 - 5:04:50 PM GMT
Document emailed to steve bissey ([email protected]) for signature 2024-01-09 - 5:07:20 PM GMT
Email viewed by steve bissey ([email protected]) 2024-01-09 - 5:08:15 PM GMT
Document e-signed by steve bissey ([email protected]) Signature Date: 2024-01-09 - 7:02:36 PM GMT - Time Source: server Document emailed to [email protected] for signature 2024-01-09 - 7:02:38 PM GMT
Email viewed by [email protected]
2024-01-11 - 8:20:42 PM GMT
Signer [email protected] entered name at signing as Michael Wegmann 2024-01-11 - 8:23:58 PM GMT
Document e-signed by Michael Wegmann ([email protected]) Signature Date: 2024-01-11 - 8:24:00 PM GMT - Time Source: server- Signature captured from device with phone number XXXXXXX1031

Agreement completed.
2024-01-11 - 8:24:00 PM GMT

Amendment No. 03 Page 1 of 1
Agreement No. 2021002788
Revised 10/24/2025
Amendment to Agr eement
#2021002788

This Amendment #3 to Agreement # 2021002788 (“Agreement”) is entered into between The Regents of the University of California (UC) and Supplier.

AMENDMENT TO AGREEMENT
The Agreement is hereby amended as follows:

Section 2.a is deleted in its entirety and replaced with the following:

The initial term of the Agreement will be from 1/26/21 and through 1/25/26 (Initial Term) and is subject to earlier termination as provided below. UC may renew the Agreement for 1 (one) 5 (five)-year period, by providing Supplier with at least 15 calendar days’ written notice before the end of the Initial Term.

All other terms, conditions and provisions of the Agreement shall remain in full force and effect.

UC, by execution of this Amendment, hereby exercises its discretion to renew the Agreement for the five (5)-year renewal term referenced above. The renewed term shall commence on January 26, 2026 , and shall continue through January 25, 2031, unless terminated earlier in accordance with the Agreement.

This Amendment is signed by the parties’ duly authorized representatives and shall be effective as of on the date of the final signature below.

RICOH USA, INC.

THE REGENTS OF THE

UNIVERSITY OF CALIFORNIA

By:

Name:

Title:

Date:

Rod Denzer (Nov 17, 2025 13:15:44 CST)
Rod Denzer
Rod Denzer
VP, Mid-Market
11/17/2025
Roshni Pratap (Nov 17, 2025 13:10:09 PST)
Roshni Pratap
11/17/2025
Roshni Pratap
Director - IT Category Management
2021002788(Revision 2) - UC-wide_Ricoh USA,
Inc_print goods and services
Final Audit Report 2025-11-17
Created: 2025-11-13
By: University of California Contracts ([email protected]) Status: Signed
Transaction ID: CBJCHBCAABAAUI8qHfPMVGyvYKWeg_lfmxw-y_lEVWF4 "2021002788(Revision 2) - UC-wide_Ricoh USA, Inc_print good s and services" History
Document created by University of California Contracts ([email protected]) 2025-11-13 - 8:00:05 PM GMT
Document emailed to [email protected] for signature 2025-11-13 - 8:02:10 PM GMT
Email viewed by [email protected]
2025-11-13 - 8:02:53 PM GMT
Document signing delegated to [email protected] by [email protected] 2025-11-17 - 6:57:13 PM GMT
Document emailed to [email protected] for signature 2025-11-17 - 6:57:13 PM GMT
Email viewed by [email protected]
2025-11-17 - 6:57:55 PM GMT
Signer [email protected] entered name at signing as Rod Denzer 2025-11-17 - 7:15:42 PM GMT
Document e-signed by Rod Denzer ([email protected]) Signature Date: 2025-11-17 - 7:15:45 PM GMT - Time Source: server Document emailed to [email protected] for signature 2025-11-17 - 7:15:46 PM GMT
Email viewed by [email protected]
2025-11-17 - 9:05:56 PM GMT

Signer [email protected] entered name at signing as Roshni Pratap 2025-11-17 - 9:10:07 PM GMT
Document e-signed by Roshni Pratap ([email protected]) Signature Date: 2025-11-17 - 9:10:09 PM GMT - Time Source: server Agreement completed.
2025-11-17 - 9:10:09 PM GMT

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, February 17, 2026, 5:00 PM
CONSENT 21. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Community Services Subject: CONSIDER THE MAYOR'S REQUEST FOR A FEE WAIVER FOR THE CARSON WOMEN'S CLUBFOR THE USE OF THE CARSON EVENT CENTER I. SUMMARY
At the request of the Mayor, the City Council is being asked to consider waiving facility rental fees for the Carson Women’s Club for use of space at the Carson Event Center. The requested waiver would apply for a three-year period, effective January 1, 2026 (retroactively), through December 30, 2028. The request includes up to three (3) special events and four (4) general membership meetings each year. For calendar year 2026, the special events include the Masquerade Ball, the Scholarship Luncheon, and the New Officer Installation ceremony.

II. RECOMMENDATION
CONSIDER the request to waive facility rental fees for the Carson Women’s Club for use of the Carson Event Center for a three-year period, effective January 1, 2026 (retroactively), through December 30, 2028, for up to three (3) special events per year and four (4) general membership meetings.

III. ALTERNATIVES
TAKE another action City Council deems appropriate.

IV. BACKGROUND
The Carson Women’s Club (CWC) was established in 1968, the same year the City of Carson was incorporated. It is a non-profit, non-political organization (EIN: 23-7058070) (Exhibit 2) dedicated to serving the community. Over the years, the City has recognized the members of the Carson Women’s Club as the “Official Hostesses” of the City. In this role, they support City officials and assist at community events and civic functions as needed. In addition to their volunteer service, the organization hosts fundraising events throughout the year to provide scholarships to local high school graduates, helping to support students in pursuing higher education and career opportunities.

At its June 6, 2023, meeting, the City Council approved a fee waiver request for the CWC, allowing the organization to use City facilities at no charge for up to three (3) events per year over a three-year period, which expired on December 30, 2025. That prior approval has now ended. At the request of the Mayor, the Carson Women’s Club is seeking approval of a new three-year fee waiver for use of the Carson Event Center/Carson Community Center, effective January 1, 2026 (retroactively), through December 30, 2028.

For calendar year 2026, the requested events (identified in Exhibit No. 1, Permit #R7841) include the New Officer Installation on January 31, 2026, from 11:00 a.m. to 3:00 p.m. in the East Wing Activity Room; the Scholarship Luncheon on May 30, 2026, from 11:00 a.m. to 3:00 p.m. in the Carson-Dominguez Room; and, the Masquerade Ball on October 24, 2026, from 6:00 p.m. to 12:00 a.m. in the Carson-Dominguez Room. In addition, the Club is requesting four (4) general membership meetings in 2026, scheduled for March 28, September 26, November 21, and December 19, each from 11:00 a.m. to 3:00 p.m. in the East Wing Activity Room.

If approved, the City would waive approximately $3,960.80 in facility rental fees for calendar year 2026, as shown below. It is anticipated that a similar amount of revenue would be waived annually for calendar years 2027 and 2028 under the requested three-year term.

EVENT AMOUNT
WAIVED
New Officer Installation$628.40
Scholarship Luncheon$1,190.80
Masquerade Ball$1,763.20
General Meetings$378.40
TOTAL $3,960.80
**It should be noted that there is no known current City policy that addresses fee waivers of the kind requested by CWC; additionally, without an articulated public purpose, waiver of fees could expose the City to claims of making an impermissible gift of public funds under Section 917 of the City Charter and State Constitution.

V. FISCAL IMPACT
If the City Council approves the full fee waiver request, the City of Carson would forgo approximately $3,960.80 in facility rental revenue for this calendar year.

VI. EXHIBITS

1. Permit #R7841

2. CWC IRS Letter

Attachments
Permit-R7841.pdf
CWC IRS Letter.pdf
# R7841 Status Approved Page 1 of 3
4 resource(s) 7 booking(s) Subtotal: $0.00
1 resource(s) 1 booking(s) Subtotal: $378.40
System User cperez
Home Phone Number (310) 701-5363
Email Address [email protected]
Agent Name Loretta Graham Gay
Organization Phone 1
Number
(310) 701-5363Organization Name Carson Women's Club - 92 TypeCustomer General Public
Organization Address 504 East Cheriton Dr
Carson, CA 90746
Permit # R7841
Status Approved
Date of Issue Dec 17, 2025 10:55 AM
Carson Event Center
801 E. Carson St.

Carson, CA 90745
PHONE:(310) 835-0212
Permit
Rental Fee $5,038.80
Discounts -$1,078.00
Subtotal $3,960.80
Deposits $0.00
Deposit Discounts $0.00
Total Permit Fee $3,960.80
Total Payment $0.00
Refunds $0.00
Balance $3,960.80
Board Meeting 8hr Placeholder
Booking Summary
Conference Room (Event Center) Center: Carson Event Center

START DATE/TIME END DATE/TIME ATTENDEE AMT W/O TAX
Tue, Feb 10, 2026 8:00 AM Tue, Feb 10, 2026 4:00 PM 10 $378.40 Hourly fee - Non Residents $47.30 / Hour x 8 $378.40
CWC General Meeting
Booking Summary
Room 107 ABC (Event Center) Center: Carson Event Center

START DATE/TIME END DATE/TIME ATTENDEE AMT W/O TAX
Sat, Feb 28, 2026 11:00 AM Sat, Feb 28, 2026 3:00 PM 50 $158.40 Resident - Admin Fee (10%) $3.60 / Hour x 4 $14.40
Residents - Hourly fee $36.00 / Hour x 4 $144.00
Resource level fees -$158.40
Coupon Discount -$158.40 / Each x 1 -$158.40
East Wing Lounge (Event Center) Center: Carson Event Center

START DATE/TIME END DATE/TIME ATTENDEE AMT W/O TAX

# R7841 Status Approved Page 2 of 3
1 resource(s) 1 booking(s) Subtotal: $1,190.80
1 resource(s) 1 booking(s) Subtotal: $1,763.20
Sat, Mar 28, 2026 11:00 AM Sat, Dec 19, 2026 3:00 PM -- $510.40 Occurs on selected dates effective 03/28/2026 until 12/19/2026.

Sat, Mar 28, 2026 11:00 AM Sat, Mar 28, 2026 3:00 PM 50 $127.60 Resident - Admin Fee (10%) $2.90 / Hour x 4 $11.60
Residents - Hourly fee $29.00 / Hour x 4 $116.00
Sat, Sep 26, 2026 11:00 AM Sat, Sep 26, 2026 3:00 PM 50 $127.60 Resident - Admin Fee (10%) $2.90 / Hour x 4 $11.60
Residents - Hourly fee $29.00 / Hour x 4 $116.00
Sat, Nov 21, 2026 11:00 AM Sat, Nov 21, 2026 3:00 PM 50 $127.60 Resident - Admin Fee (10%) $2.90 / Hour x 4 $11.60
Residents - Hourly fee $29.00 / Hour x 4 $116.00
Sat, Dec 19, 2026 11:00 AM Sat, Dec 19, 2026 3:00 PM 50 $127.60 Resident - Admin Fee (10%) $2.90 / Hour x 4 $11.60
Residents - Hourly fee $29.00 / Hour x 4 $116.00
Resource level fees -$510.40
Coupon Discount -$765.60 / Each x 1 -$510.40
Dominguez Ballroom (Event Center) Center: Carson Event Center

START DATE/TIME END DATE/TIME ATTENDEE AMT W/O TAX
Sat, Apr 25, 2026 11:00 AM Sat, Apr 25, 2026 3:00 PM 50 $409.20 Resident - Admin Fee (10%) $9.30 / Hour x 4 $37.20
Residents - Hourly fee $93.00 / Hour x 4 $372.00
Resource level fees -$409.20
Coupon Discount -$409.20 / Each x 1 -$409.20
East Wing Activity (Event Center) Center: Carson Event Center

START DATE/TIME END DATE/TIME ATTENDEE AMT W/O TAX
Sat, Jun 27, 2026 11:00 AM Sat, Jun 27, 2026 3:00 PM 50 $0.00 CWC Masquerade Ball
Booking Summary
Dominguez Ballroom (Event Center) Center: Carson Event Center

START DATE/TIME END DATE/TIME ATTENDEE AMT W/O TAX
Sat, Oct 24, 2026 6:00 PM Sun, Oct 25, 2026 12:00 AM 150 $1,763.20 Dance Floor GRAY 18x24 $345.00 / Each x 1 $345.00
Resident - Admin Fee (10%) $18.70 / Hour x 6 $112.20
Residents - Hourly fee $187.00 / Hour x 6 $1,122.00
Stage Sections 3'x6'x8' $46.00 / Each x 4 $184.00
CWC Scholarship Luncheon
Booking Summary
Dominguez Ballroom (Event Center) Center: Carson Event Center

# R7841 Status Approved Page 3 of 3
X:

Date:

Carson Women's Club
Customer Type: General Public
Customer ID: 49129
Mailing Address: 504 East Cheriton Dr, Carson, CA
90746
Organization Phone 1 Number: (310) 701-5363
Authorized Agent Name: Loretta Graham Gay
Home Phone Number: (310) 701-5363
Email Address: [email protected]
X:

Date:

Carson Event Center
Mailing Address: 801 E. Carson St., Carson, CA
90745
Phone Number: (310) 835-0212
Current Balance: $3,960.80Original Balance: $3,960.80Payment Schedules 1 resource(s) 1 booking(s) Subtotal: $628.40

START DATE/TIME END DATE/TIME ATTENDEE AMT W/O TAX
Sat, May 30, 2026 11:00 AM Sat, May 30, 2026 3:00 PM 1 $1,190.80 Resident - Admin Fee (10%) $18.70 / Hour x 4 $74.80
Residents - Hourly fee $187.00 / Hour x 4 $748.00
Stage Sections 2'4"x6'x8' $46.00 / Each x 8 $368.00
CWC New Officer Installation
Booking Summary
East Wing Activity (Event Center) Center: Carson Event Center

START DATE/TIME END DATE/TIME ATTENDEE AMT W/O TAX
Sat, Jan 31, 2026 11:00 AM Sat, Jan 31, 2026 3:00 PM 80 $628.40 Resident - Admin Fee (10%) $10.10 / Hour x 4 $40.40
Residents - Hourly fee $101.00 / Hour x 4 $404.00
Stage Sections 2'4"x6'x8' $46.00 / Each x 4 $184.00

DUE DATE AMOUNT DUE AMOUNT PAID WITHDRAWAL ADJUSTMENT BALANCE Jan 7, 2026 $20.00 $0.00 $0.00 $20.00
Jan 8, 2026 $3,562.40 $0.00 $0.00 $3,562.40
Feb 11, 2026 $378.40 $0.00 $0.00 $378.40

CITY OF CARSON 701 East Carson Street
Report to Honorable Mayor and City Council
Tuesday, February 17, 2026, 5:00 PM
CONSENT 20. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Community Services Subject: CONSIDER APPROVING AMENDMENT NO. 1 TO EXTEND THE AMERICAN TRANSPORTATIONSYSTEMS CONTRACT FOR CHARTER BUS SERVICES (CITY COUNCIL) I. SUMMARY
On July 1, 2023, the City entered into a three-year agreement with American Transportation Systems (American Transportation), a California-based company, to provide on-call charter bus services for City-organized trips, recreational excursions, and other programs requiring group transportation. The agreement was approved with a not-to-exceed amount of $375,000 over the initial three-year term (Exhibit 1) and includes an option allowing the City to extend the contract for up to two additional years, if services are satisfactory.

Based on American Transportation’s performance during the initial term, City staff is recommending approval of the proposed Amendment No. 1 (Exhibit 2). The amendment would extend the contract for two additional years and increase the total not-to-exceed amount by $350,000, from $375,000 to $725,000, to cover anticipated transportation needs during the extension period. The proposed increase reflects projected service demand and includes allowable annual cost-of-living adjustments, based on the Consumer Price Index (CPI), which measures inflation. Any such adjustments are subject to approval by the City’s Contract Officer and would continue under the contract’s existing pricing structure.

If approved by the City Council, the extended contract term would begin on July 1, 2026, and end on June 30, 2028
II. RECOMMENDATION
TAKE the following actions:

1. APPROVE the proposed Amendment No. 1 to the Contract Services Agreement between the City of Carsonand American Transportation Systems, a California corporation (Exhibit No. 2; "Amendment No. 1"); and,2. AUTHORIZE the Mayor to execute the proposed Amendment No. 1, following approval as to form by the City Attorney.

III. ALTERNATIVES
TAKE another action the City Council deems appropriate.

IV. BACKGROUND
City transportation staff regularly coordinate charter bus transportation to support a wide range of City programs and activities. These bus trips are used for programs such as Excursions for residents, Summer Youth Day Camp, Sister City exchanges, and other City-sponsored events. On an annual basis, the City typically schedules approximately:
12-14 trips for Excursions programs,
60-70 trips for Recreation’s Summer Youth program,
10-12 trips for Sister City programming, and
5-7 trips for other City departments.

Having access to a reliable and experienced bus transportation provider is especially important during the summer months, when demand for school buses is very high due to summer camps and youth programs across the region.

To secure these services, the City issued Request for Proposals (RFP) No. 23-011 on March 2, 2023. An RFP is a formal process the City uses to invite qualified companies to submit proposals describing how they would provide a service and at what cost. By the proposal deadline, the City received two responses. After reviewing the proposals, staff selected American Transportation Systems based on the completeness of its proposal, its experience, and its competitive pricing. American Transportation was determined to be the lowest responsive and responsible bidder, meaning it met all City requirements and offered the best overall value. Under the existing agreement, American Transportation provides school buses, coach buses, and minibuses, along with licensed drivers, on an as-needed basis for City programs. The original agreement included an option that allows the City to extend the contract for an additional two years at the City’s discretion.

Based on staff’s positive experience with American Transportation’s performance and reliability, staff is recommending approval of Amendment No. 1. This amendment would:

Extend the contract for two additional years using the option included in the original agreement; and Increase the total not-to-exceed contract amount by $350,000, from $375,000 to $725,000, to cover anticipated transportation needs during the extension period.

The proposed increase reflects the City’s expected demand for bus services and accounts for annual cost-of-living adjustments, which are allowed under the original agreement and subject to approval by the City’s Contract Officer. These adjustments are tied to the Consumer Price Index (CPI), a federal measure used to track inflation and changes in the cost of goods and services. To date, three CPI-based adjustments have been approved in accordance with the contract:

A 3.5% increase effective January 1, 2024,
A 3.3% increase effective January 1, 2025, and,
A 3.2% increase effective January 1, 2026, based on data published by the U.S. Bureau of Labor Statistics.

If approved by the City Council, the extended contract term would begin on July 1, 2026, and end on June 30,2028.

V. FISCAL IMPACT
If the City Council approves the recommended contract extension, funding for the first year of the extension (Fiscal Year 2026-2027) would be included in the City’s proposed budget. Specifically, $175,000 would be budgeted from the Proposition C fund, a voter-approved transportation funding source used to support transit and transportation- related services. Funding for the second year of the two-year extension would likewise be included in the City’s proposed Fiscal Year 2027-2028 annual operating budget in the same Proposition C account, also in the amount of $175,000. Together, these amounts would fully fund the two-year contract extension, subject to City Council approval of each year’s annual budget.

VI. EXHIBITS

1. Agreement

2. Proposed Amendment No. 1

Attachments
Exhibit No. 1 - Agreement.pdf
Exhibit No. 2 - Proposed Amendment No. 1.pdf

01007.0001 2070766.6
AMENDMENT NO. 1

TO AGREEMENT FOR CONTRACT SERVICES

THIS AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES
(“Amendment”) by and between the CITY OF CARSON, a California municipal corporation (“City”) and AMERICAN TRANSPORTATION SYSTEMS, a California corporation (“Contractor”), is effective as of the ___ day of ____________, 2026. City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS

A. City and Contractor entered into that certain Agreement for Contract Services dated July 1, 2023 (“Agreement”), whereby Contractor agreed to provide on-call recreational charter bus services for a total not-to-exceed Contract Sum of $ 375,000.00 for a n initial three-year Term .

Under the Agreement, the City may extend the Term for an additional two -year period, which would commence on July 1, 2026 and expire on June 30, 2028. During the initial term, pursuant to Section II.E of Exhibit “C -1” of the Agreement, the City approved cost -of-living adjustments based on the Consumer Price Index (CPI) of 3.5% effective January 1, 2024, 3.3% effective January 1, 2025, and 3.2% effective January 1, 2026.

Carson City CouncilFebruary 17, 2026

Carson City Council
February 17, 2026