Agenda — Richmond City Council, October 17, 2023 (part 13 of 23)

CUSTOMER
By: X_________________________________________________________ Authorized Signer Signature
Printed Name: __________________________________________________ Title: ________________________________________ Date: ___________ Accepted by: RICOH USA, INC.

By: ___________________________________________________________ Authorized Signer Signature
Printed Name: __________________________________________________ Title: ________________________________________ Date: ___________ 2669
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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

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.”

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 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.

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 interpretation 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 us 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 exemption 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 us 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 thereto (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 intangibles 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 your 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 us 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 us; 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 against 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 Agreement, 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 reasonable 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 invalidating 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 as 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 possession or control shall constitute chattel paper as that term is defined in the UCC and shall constitute the single true original agreement for all purposes. 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 transmission of this Agreement containing your facsimile or other electronically transmitted signature, which is manually or electronically signed by us, shall constitute the original agreement for all purposes, including, without limitation, those outlined above in this Section. You agree to deliver to us upon our request the counterpart of this 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 payments 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 year 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 were 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 this 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 advance and this Agreement shall 2673
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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 extent required by us, you agree 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, you agree to acknowledge any assignment to the Assignee in writing, if so requested, and, if applicable, to keep a complete and accurate record of all such assignments in a manner that complies with Section 149(a) of the Internal Revenue Code and the regulations promulgated thereunder.

IN WITNESS WHEREOF, 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: ___________ 2674
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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 equipment, 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 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 ______________ 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”). 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 Contract 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 Agreement 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 conform 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 digital 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 13) 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 provide 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 use 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 fails to perform or 2675
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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 to 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 other than manufacturer-recommended supplies, including paper, developer, toner, and fuser oil, and if such supplies are defective or not acceptable for use on the Serviced Products 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 thenprevailing time and material rates. If Ricoh determines that Customer has used more Ricoh-provided supplies than the manufacturer’s recommended specifications, then Customer will pay reasonable charges for those excess supplies and/or Ricoh may refuse Customer additional supply shipments. (b) Customer is required to provide Ricoh actual and accurate meter readings in accordance with the billing schedule set forth on an Order. Ricoh may, at its discretion and dependent upon Serviced Product 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 Customer 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 meter reading collected per billing period for the time and expense associated with meter collection activity in addition to the Service Charges. If Ricoh visits Customer location to obtain a 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 Products under one Ricoh Service Level may not utilize any supplies provided to other Serviced Products with a different Ricoh Service Level (i.e., no 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 the Indemnified Party, or the 2676
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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 survival of any other provisions of this Agreement, Ricoh and Customer agree that the terms of this paragraph shall survive the expiration or earlier termination of this Agreement. Each party shall promptly notify the other in the event of the threat or initiation of any claim, demand, action or proceeding to which the indemnification obligations set forth in this Section may apply.

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 purchased 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 reserves the right to make Product deliveries in installments. All such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Customer 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 thirty 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 Customer. 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 more 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 thereafter the Ricoh Equipment will be in good working order and will be free from any defects in material and workmanship. Ricoh’s obligations under this warranty are limited solely to the repair or replacement (at Ricoh’s option) of parts proven to be defective upon inspection. The foregoing warranty shall not apply if (a) the Ricoh 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 manner 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 specific 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 software as well as those of the Software Supplier are solely as set forth in such 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 agrees 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 defaults 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 assignment or delegation shall be void.

Ricoh shall not be liable for failure to deliver or delays in delivery of Products or Services occasioned by causes beyond Ricoh’s control, including without limitation, 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 residence 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 Agreement.

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:
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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 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 ______________ (the “Contract”) 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”). 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 person 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 Affiliate 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, Customer 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 documentation, 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 SERVICES OR PRODUCTS PROVIDED UNDER THIS AGREEMENT, INCLUDING,

WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR FREEDOM FROM INFRINGEMENT OR THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. NO WARRANTIES ARE CREATED BY ANY COURSE OF DEALING BETWEEN THE PARTIES, COURSE OF PERFORMANCE, TRADE USAGE OR INDUSTRY CUSTOM. 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 2679
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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. Nothing 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 deliverables 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 worldwide, 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 applicable 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 upon 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 (30) 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 party; (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 information, 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 relating to data retention, protection, destruction and/or access. It is Customer’s sole responsibility to obtain advice of competent legal counsel as to the identification and interpretation of any relevant laws and regulatory requirements that may affect Customer’s business or data retention, and any actions required to comply with such laws. RICOH DOES NOT PROVIDE

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

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) professional 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 similar 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) 2680
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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 OTHERWISE, 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 thirdparty. 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 Personnel, 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 Assignment. 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 reasonably 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 2681
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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 OnSite 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 then 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 termination occurs in months thirteen (13) through twentyfour (24) of the initial term or any renewal term of the Order Form; or (c) two (2) times the then current minimum 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 are 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 specifications, 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 herein, any change in any of the terms and conditions of this Agreement or any Order Form must be in writing and signed by both parties.

16.5 Order of Precedence. As it pertains to this Agreement for Services (as defined below), the order of precedence of the component 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 construed by modifying it to the minimum extent necessary to make it valid or enforceable (if permitted by law) or, if 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 Section 103 of the Internal Revenue Code, the following additional terms and 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 2682
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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 to this Agreement into a fiscal year in which sufficient funds have not been appropriated, provided that (x) Customer shall pay any and all payments due up through the end of the last day of the fiscal year for which appropriations were made and (y) Customer shall pay for Services set forth under any such Order Form for each month or part thereof that Customer utilizes the Services.

CUSTOMER RICOH USA, INC.

By: By:

Name: Name:

Title: Title:
2683
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 (“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 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
1 st Payment
1 st & 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

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 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.

Ricoh USA, Inc.
300 Eagleview Blvd #200
Exton, PA 19341
___________
Customer Initials
2684
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, with respect to this Schedule only: It is the mutual intention of the parties that Customer shall be considered the owner of the Product (excluding all Software, 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 continuing under the Lease Agreement or this Schedule and all of your obligations under this Schedule have been satisfied, we will release any security interest that we may have in the Product, you shall have no obligation to provide any end-of-term notice to us, and this Schedule will terminate and not be renewed.

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.

By: ___________________________________________________________ Authorized Signer Signature
Printed Name: __________________________________________________ Title: ________________________________________ Date: ___________ 2685
Date 9/11/20
Dear Ricoh USA, INC,
SUBJECT: Notice of Intent to Award
RFP – Print Goods and Services – UC Systemwide
The University of California (UC) has completed its evaluation of proposals in response to the above referenced RFP and intends to award a contract to your company for Print Goods and Services. I will represent UC in this regard with appropriate representation from UC and OMNIA Partners members moving forward, and I will contact you soon to begin negotiating the contract. Kindly direct to me all communications regarding this Notice of Intent toAward.

This Notice of Intent to Award is non-binding. If your company does not agree with UC on contract terms, UC will not award a contract to your company. Your company may not begin work, purchase materials, or enter into subcontracts relating to the project before both parties sign a contract, unless prior written approval is obtained from me. UC reserves the right to cancel this Notice of Intent to Award at any time before both parties sign a contract.

I look forward to working with you to put contract terms in place. Please don’t hesitate to contact me if you have any questions about this Notice of Intent to Award.

Sincerely,
Michael Wegmann
Sr. IT Commodity Manager
Center of Excellence University of California Office of the President 510.987.0428
[email protected]
2686

UNIVERSITY OF CALIFORNIA

STRATEGIC SOURCING OFFICE OF THE PRESIDENT
1111 Franklin Street. 10th Floor
Oakland, California 94607-5200
DATE: 9/26/20
TO: Whom It May Concern
FROM: Michael Wegmann
Sr. IT Commodity Manager
University of California
SUBJECT: RFP
The Evaluation Committee reviewed the responses and recommended the following companies be awarded:
• Canon Solutions America
• Ricoh USA, Inc.
• Xerox Corporation
The recommended vendors submitted offers that were determined to be most advantageous to the University of California Office of the President, based upon the evaluation criteria stated in the RFP. All the recommended respondents were determined to be competitively priced and best suited to provide the specified services outlined in the RFP.

We believe all recommended vendors demonstrate the ability to provide and perform the services requested in the proposal. We will monitor their performance and determine at the end of each term if they are eligible for renewal with each new term.

This multiple award is most advantageous as it limits contract awards to the least number of suppliers necessary to meet the requirements of end-users.

Sincerely,
Michael Wegmann
Senior Commodity Manager, IT Strategic Sourcing
Center of Excellence University of California Office of the President Phone 510.987.0428
[email protected]
BERKELEY • DAVIS • IRVINE • LOS ANGELES • MERCED • RIVERSIDE • SAN DIEGO • SAN FRANCISCO SANTA BARBARA • SANTA CRUZ 2687
Amendment No. 1 Page 1 of 2
Agreement No. 2021002788
Revised 11/4/15
This Amendment #1 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 12. Cooperative Purchasing is deleted and replaced with the following:

Section 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.

Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating 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 the 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 relates 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. Master Lease Agreement or any other lease agreement satisfactory to Supplier.

2. Lease Product Schedule
This 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.

Amendment to Agreement
DocuSign Envelope ID: 78BBDC1D-40A8-4AC6-A654-2EF9039D5862 2688
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
2689
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, supplies 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, supplies 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 of 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 possession 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 purchased 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 TAX EXEMPTION. Lessor agrees to
cooperate with University and do all acts reasonably necessary 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 rental 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 2690
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, programs, 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 installation, 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 segregated 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 its 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. University 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 service shall be made on an individual installation basis. Such alterations or attachments which 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 warranty 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 such 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, and 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 2691
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 insurance 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. Coverages 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 2692
RFP-001811
Prime Contractors Name: __RICOH, USA Inc.__________________________________________________________

SUBCONTRACTOR(S) NAME HEADQUARTERS - STREET ADDRESS HEADQUARTERS - CITY STATE ZIP CODE 360 OFFICE SOLUTIONS INC PO BOX 30598 BILLINGS MT 59107 3N1 OFFICE PRODUCTS INC 2601 SUMMERHILL RD TEXARKANA TX 75503 A & A OFFICE SYSTEMS INC 909 MIDDLE ST MIDDLETOWN CT 6457 A & B BUSINESS EQUIPMENT INC RICOH 1600 N A AVE SIOUX FALLS SD 57104 A TO Z OFFICE EQUIP & SUPPLY 5824 11TH AVE BROOKLYN NY 11219 A Z OFFICE RESOURCE INC PO BOX 1317 COLUMBIA TN 38402
AAA BUSINESS SYSTEMS 2715 N DRAKE ST FAYETTEVILLE AR 72703 ABS BUSINESS SYSTEMS INC 260 INDUSTRIAL DRIVE EXT OXFORD AL 36203 ACCESS SYSTEMS 955 SE OLSON DR WAUKEE IA 50263
ACTION BLUEPRINT & SUPPLIES 284 BROAD ST MANCHESTER CT 6040 ADAMS REMCO INC PO BOX 3968 SOUTH BEND IN 46619
ADAMS REMCO INCORPORATED 3611 SAINT JOHNS BLUFF RD S STE 13 JACKSONVILLE FL 32224 ADVANCE BUSINESS CONCEPTS INC 3809 SCHNEIDMAN RD PADUCAH KY 42003 ADVANCE BUSINESS SYSTEMS INC 10755 YORK RD COCKEYSVILLE MD 21030 ADVANCED BUSINESS METHODS 1515 13TH AVE E WEST FARGO ND 58078 ADVANCED BUSINESS SYSTEMS 1236 N MONROE ST TALLAHASSEE FL 32303 ADVANCED COPIER SOLUTIONS 2754 DOWNHILL DR UNIT E STEAMBOAT SPRINGS CO 80487 ADVANCED COPY TECHNOLOGIES INC 20 COMMERCE DR CROMWELL CT 6416 ADVANCED IMAGING SOLUTIONS INC 4070 MEGHAN BEELER CT SOUTH BEND IN 46628 ADVANCED OFFICE 14370 MYFORD ROAD SUITE 100 IRVINE CA 92606 ADVANCED OFFICE AUTOMATION INC 1065 N 33RD ST LINCOLN NE 68503 ADVANCED OFFICE PRODUCTS 620 ROMERO ST LAKE CHARLES LA 70607 ADVANCED OFFICE SOLUTIONS INC PO BOX 815 SWANSBORO NC 28584 AF SMITH 614 PROGRESS ST ELIZABETH NJ 7201
University of California / OMNIA Partners
Print Goods & Services
Authorized / National Subcontractors (Dealers)
X0AH X0A1H X0A2H
2693

SUBCONTRACTOR(S) NAME HEADQUARTERS - STREET ADDRESS HEADQUARTERS - CITY STATE ZIP CODE AFFORDABLE BUSINESS SYSTEMS INC 8662 OCEAN HWY DELMAR MD 21875 ALLIANCE BUSINESS PRODUCTS INC 7 INDUSTRIAL DR S SMITHFIELD RI 2917 ALLSTAR INC 720 S MARINE CORPS DR STE 1 TAMUNING GU 96913 ALPHA LASER AND IMAGING 5815 METRO CENTRE DR EVANSVILLE IN 47715 AMERICAN BUSINESS CENTER INC 7677 SOUTH AVE YOUNGSTOWN OH 44512 AMERICAN BUSINESS EQUIPMENT 6205 GATEWAY RD COLUMBUS GA 31909 AMERICAN BUSINESS EQUIPMENT 1 CONDON WAY STE E HOPEDALE MA 1747 AMERICAN BUSINESS SYSTEMS 416 S JEFFERSON AVE SPRINGFIELD MO 65806 AMR INC W260N2790 DEER HAVEN DR PEWAUKEE WI 53072
APPALACHIAN OFFICE PRODUCTS PO BOX 219 MOUNT LOOKOUT WV 26678 APPLIED IMAGING 5282 EAST PARIS AVE SE GRAND RAPIDS MI 49512 ARCHIMEDIA SOLUTIONS GROUP LLC 175 AMHERST ST NASHUA NH 3064 ARLOTT DUPLICATOR SUPPLY INC 820 CHARLOTTE ST UTICA NY 13501 ASHLEYS BUSINESS SOLUTIONS INC 2020 MCCORMICK DR TIFTON GA 31793 ATLANTIC BUSINESS PRODUCTS 134 W 26TH ST NEW YORK NY 10001 ATLANTIC TOMORROWS OFFICE 134 W 26TH ST NEW YORK NY 10001 AUTOMATED BUSINESS CONCEPTS INC 3401 YOUREE DR SHREVEPORT LA 71105 AUTOMATED BUSINESS RESOURCES INC 15 CHATHAM CTR S SAVANNAH GA 31405 AUTOMATED OFFICE SYSTEMS 341 W FALLBROOK AVE FRESNO CA 93711 AUTOMATED OFFICE SYSTEMS INC 905 ALBEMARLE ST CHARLOTTESVILLE VA 22903 AXIOM BUSINESS MACHINES 713 N MAIN ST JAMESTOWN NY 14701 BARLOP INC 6508 NW 82ND AVE MIAMI FL 33166
BAY AREA COPIER COMPANY INC 2176 BROADWAY AVE NORTH BEND OR 97459 BEELER IMPRESSION PRODUCTS 2334 MCCALLIE AVE CHATTANOOGA TN 37404 BELLINGHAM BUSINESS MACHINES 205 N COMMERCIAL ST BELLINGHAM WA 98225 BEST COPY INC 2605 PLATTE PL COLORADO SPRINGS CO 80909
BIESCO 2312 MARTIN LUTHER KING AVE CALEXICO CA 92231
BIZDOC INC 840 W RHAPSODY DR SAN ANTONIO TX 78216
BRIAN PARISI COPIER SYSTEMS INC 8316 MAIN ST WILLIAMSVILLE NY 14221 BUCKMASTER OFFICE SOLUTIONS 1801 TRIBUTE RD SACRAMENTO CA 95815 BURTRONICS BUSINESS SYSTEMS 216 S ARROWHEAD AVE SAN BERNARDINO CA 92408 BURWOOD BUSINESS MACHINE CO 32401 EDWARD AVE MADISON HEIGHTS MI 48071 BUSINESS OUTFITTERS 1414 LOGAN AVE CHEYENNE WY 82001
2694

SUBCONTRACTOR(S) NAME HEADQUARTERS - STREET ADDRESS HEADQUARTERS - CITY STATE ZIP CODE C & W COPIER SERVICES INC 4553 TECHNOLOGY DR STE 1 WILMINGTON NC 28405 CA REDING COMPANY INC 4352 N BRAWLEY AVE STE 101 FRESNO CA 93722 CABOT OFFICE MACHINES INC 219 E MAIN ST CABOT AR 72023
CALIFORNIA ALPHA NUMERIC INC 706 15TH ST MODESTO CA 95354 CALIFORNIA DIGITAL SYSTEMS 1298 W 9TH ST UPLAND CA 91786 CAPITAL BUSINESS SYSTEMS PO BOX 508 CHEYENNE WY 82003
CAPITOL DOCUMENT SOLUTIONS 12115 PARKLAWN DR STE L ROCKVILLE MD 20852 CARDINAL COPIER SOLUTIONS INC 3410 FAIRFIELD CT LAFAYETTE IN 47909 CBS COMPLETE BUSINESS SYSTEMS 52 S HOPE RD STE 3 GOLDEN VALLEY AZ 86413 CEDAR RAPIDS PHOTOCOPY INC 3050 6TH ST SW CEDAR RAPIDS IA 52404 CEI THE DIGITAL OFFICE COMPANY PO BOX 90635 RALEIGH NC 27675 CENTRIC BUSINESS SYSTEMS INC 10702 RED RUN BLVD OWINGS MILLS MD 21117 CENTURY BUSINESS SYSTEMS INC 415 HOUSTON ST MANHATTAN KS 66502 CENTURY BUSINESS TECHNOLOGIES 401 SW 30TH ST TOPEKA KS 66611 CLARION OFFICE EQUIPMENT 482 GREENVILLE PIKE CLARION PA 16214 CLASSIC BUSINESS PRODUCTS INC 7828 HIGHWAY 182 E MORGAN CITY LA 70380 COASTAL COPY LP 849 WARD DR SANTA BARBARA CA 93111
COMPLETE BUSINESS SYSTEMS OF COLORADO 5195 MARSHALL ST ARVADA CO 80002 COMPLETE OFFICE OF WISCONSIN INC 4716 EXPO DR MANITOWOC WI 54220 COMPUTER CONNECTION INC 1912 BROADWAY SCOTTSBLUFF NE 69361 CONRAD OFFICE PRODUCTS 1610 W GRANDVIEW BLVD STE A ERIE PA 16509 COPIER & SUPPLY COMPANY OF 432 S MAIN ST ROCK SPRINGS WY 82901 COPIER PLUS 16830 OAKMONT AVE GAITHERSBURG MD 20877
COPIER WORD PROCESSING SUPPLY INC 2040 OHIO AVE PARKERSBURG WV 26101 COPIERS ETCETERA INC 15712 MILLCREEK BLVD B11 MILL CREEK WA 98012 COPIERS PLUS INC 3112 FIRE RD STE C EGG HARBOR TOWNSHIP NJ 8234 COPYCARD CONTROL SYSTEMS 111 W 31ST ST STE 100 KANSAS CITY MO 64108 COPYCARE OF SAN DIEGO INC 2122 AUTO PARK WAY ESCONDIDO CA 92029 COPYFAX INC 8475 WESTERN WAY STE 110 JACKSONVILLE FL 32256 COPYFAX OF GAINESVILLE 605 NW 53RD AVE STE B GAINESVILLE FL 32609 COPYNET DIGITAL IMAGING SOLUTIONS 2805 E PLANO PKWY STE 100 PLANO TX 75074 COPYPRO INC 3103 LANDMARK ST GREENVILLE NC 27834
COPYSERV 2401 BONITA DR DONNA TX 78537
2695

SUBCONTRACTOR(S) NAME HEADQUARTERS - STREET ADDRESS HEADQUARTERS - CITY STATE ZIP CODE CORE BUSINESS TECHNOLOGIES 2224 PAWTUCKET AVE EAST PROVIDENCE RI 2914 CORPORATE BUSINESS SYSTEMS 6300 MONONA DR MADISON WI 53716 CPC OFFICE TECHNOLOGIES 910 E CERVANTES ST PENSACOLA FL 32501 CURRENT OFFICE SOLUTIONS 211 W HIGH ST BRYAN OH 43506
DA COM CORP 5317 KNIGHTS OF COLUMBUS DR SAINT LOUIS MO 63119 DANVILLE OFFICE EQUIP CO INC 233 W MAIN ST DANVILLE KY 40422 DAROSA CORPORATION PO BOX 1668 OAK BLUFFS MA 2557
DATA LINE OFFICE SYSTEMS 4019 34TH ST LUBBOCK TX 79410
DATAFLOW BUSINESS SYSTEMS 540 WORK ST STE E SALINAS CA 93901 DESIGN PRODUCTS CO INC 33 ALUMNI RD NEWINGTON CT 6111
DIGITAL CONNECTIONS 112 E 11TH ST COFFEYVILLE KS 67337
DIGITAL DOCUMENT SOLUTIONS PO BOX 450303 LAREDO TX 78045 DIGITAL IMAGE SOLUTIONS LLC 4355 E AIRPORT DR STE 106 ONTARIO CA 91761 DIGITAL OFFICE SYSTEMS INC 530 S HYDRAULIC ST WICHITA KS 67211 DIRECT IMAGE COPY SYSTEMS INC 1054 BUTLER AVE NEW CASTLE PA 16101 DOCUMATION INC 4560 LOCKHILL SELMA RD STE 100 SAN ANTONIO TX 78249 DOCUMENT TECHNOLOGIES 7309 JEFFERSON ST NE ALBUQUERQUE NM 87109 DOCUMENT TECHNOLOGIES 880 AIRPORT RD STE 102 ORMOND BEACH FL 32174 DOCUSYSTEMS 1372 DIVIDEND LOOP MYRTLE BEACH SC 29577
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SUBCONTRACTOR(S) NAME HEADQUARTERS - STREET ADDRESS HEADQUARTERS - CITY STATE ZIP CODE EL DORADO PRINTING & STATIONERY CO INC 332 S WASHINGTON AVE EL DORADO AR 71730 ELECTRO-GRAPHIC PRODUCTS INC 4415 S BERKELEY LAKE RD NW DULUTH GA 30096 ELECTRONIC BUSINESS PRODUCTS PO BOX 926 LATHAM NY 12110 ELECTRONIC BUSINESS SYSTEMS 12113 INDUSTRIPLEX BLVD BATON ROUGE LA 70809 ELECTRONIC OFFICE SYSTEMS INC 330 FAIRFIELD RD FAIRFIELD NJ 7004 ELITE BUSINESS SYSTEMS 700 E 41ST ST SIOUX FALLS SD 57105 ELITE TECHNOLOGY NEW YORK INC 330 W 38TH ST STE 506 NEW YORK NY 10018 ELITECOM INC 3232 S SAN PEDRO ST LOS ANGELES CA 90011
EMERALD DOCUMENT IMAGING 100 MILBAR BLVD FARMINGDALE NY 11735 ENTRE 3975 W CARDINAL DR BEAUMONT TX 77705
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FLORIDA COPY DATA 775 8TH CT STE 8 VERO BEACH FL 32962
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FTG - CELL BUSINESS EQUIPMENT 4 MASON # A IRVINE CA 92618 FTG - FLEXPRINT LLC - AZ 2845 N OMAHA MESA AZ 85215
FTG - FLEXPRINT LLC - IL 2845 N OMAHA MESA AZ 85215
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GALAXY OFFICE MACHINES 107 N STATE ST CARO MI 48723
GENERAL OFFICE MACHINES CO 4808 ORTIZ CT UNIT B1 BAKERSFIELD CA 93308 2697

SUBCONTRACTOR(S) NAME HEADQUARTERS - STREET ADDRESS HEADQUARTERS - CITY STATE ZIP CODE GIBBS TECHNOLOGY COMPANY INC 12163 PRICHARD FARM RD MARYLAND HEIGHTS MO 63043 GMC SOLUTIONS LLC 705 SW B AVE LAWTON OK 73501
GORDON FLESCH COMPANY INC 2675 RESEARCH PARK DR MADISON WI 53711 GREAT COPIER SERVICE 430 ENSIGN ST FORT MORGAN CO 80701 GREAT LAKES BUSINESS SYSTEMS INC 903 WOODMERE AVE TRAVERSE CITY MI 49686 GULF COAST OFFICE 10424 PLAZA AMERICANA DR BATON ROUGE LA 70816 GULF COAST OFFICE PRODUCTS INC 5801 RIVER OAKS RD S HARAHAN LA 70123 GULF COAST OFFICE PRODUCTS INC 5801 RIVER OAKS RD S HARAHAN LA 70123 GULF COAST OFFICE PRODUCTS INC 10424 PLAZA AMERICANA DR BATON ROUGE LA 70816 H&H BUSINESS SYSTEMS INC PO BOX 846 VERADALE WA 99037
HERALD OFFICE SUPPLY INC PO BOX 1288 DILLON SC 29536
HGI TECHNOLOGIES 1333 OKEECHOBEE RD STE 1100 WEST PALM BEACH FL 33401 HUNTER OFFICE SYSTEMS INC 164 APPLEGARTH RD MONROE TOWNSHIP NJ 8831 IMAGE IDEAS INC PO BOX 14108 LAS CRUCES NM 88013
IMAGE SOLUTIONS LLC 12 NATIONAL AVE FLETCHER NC 28732
IMAGE SOLUTIONS LLC 12 NATIONAL AVE FLETCHER NC 28732
IMAGE SYSTEMS & BUSINESS SOLUTIONS 1776 COMMERCE DR ELK GROVE VILLAGE IL 60007 IMAGENET CONSULTING LLC 913 N BROADWAY AVE OKLAHOMA CITY OK 73102 IMAGENET CONSULTING LLC 913 N BROADWAY AVE OKLAHOMA CITY OK 73102 IMPACT LA LLC 13875 W BOULTON BLVD METTAWA IL 60045
IMPACT NETWORKING LLC 13875 W BOULTON BLVD METTAWA IL 60045 INNOVATIVE OFFICE SOLUTIONS INC 3305 E MIRALOMA AVE STE 170 ANAHEIM CA 92806 INNOVATIVE OFFICE SYSTEMS LLC 816 BENTON RD STE 200 BOSSIER CITY LA 71111 INNOVATIVE SOFTWARE SOLUTION INC 6316 HIATUS RD BLDG C TAMARAC FL 33321 ISLAND PRINTING COMPANY PO BOX 340 PAGO PAGO AS 96799
J H OFFICE EQUIPMENT 203 HAGGERTY LN BOZEMAN MT 59715
J M TODD COMPANY 12670 MCGREGOR BLVD FORT MYERS FL 33919 JAMES B SCHWAB CO INC 223 W MAIN ST FALCONER NY 14733
JD YOUNG COMPANY PO BOX 3368 TULSA OK 74101
JOHN R HIBBARD CO 2208 N STALLINGS DR NACOGDOCHES TX 75964 K & K IMAGE TECHNOLOGY 594 W POTTER RD WOOD DALE IL 60191 KELLEY IMAGING SYSTEMS INC 22710 72ND AVE S KENT WA 98032 KELLY OFFICE SOLUTIONS 163 S STRATFORD RD WINSTON SALEM NC 27103 2698

SUBCONTRACTOR(S) NAME HEADQUARTERS - STREET ADDRESS HEADQUARTERS - CITY STATE ZIP CODE KEMPER BUSINESS SYSTEMS 1100 E STRAWBRIDGE AVE MELBOURNE FL 32901 KEYSTONE DIGITAL IMAGING INC 200 RACOOSIN DR STE 101-103 ASTON PA 19014 KNIGHT OFFICE SOLUTIONS 12961 PARK CENTRAL STE 1470 SAN ANTONIO TX 78216 KNIGHT OFFICE SOLUTIONS 12961 PARK CENTRAL STE 1400 SAN ANTONIO TX 78216 KOCH OFFICE GROUP PO BOX 1755 DES MOINES IA 50306
LAFAYETTE BUSINESS MACHINES 217 HOPE MILLS RD FAYETTEVILLE NC 28304 LANDMARK BUSINESS SYSTEMS 1904 W IOLA ST STE 101 BROKEN ARROW OK 74012 LASER TONE BUSINESS SYSTEMS 1973 BAY RD MILFORD DE 19963 LASERCYCLE USA INC 528 S TAYLOR AVE LOUISVILLE CO 80027 LEES OFFICE CITY 170 W GRANITE ST BUTTE MT 59701
LEVESQUE OFFICE SUPPLY INC 46 ALDRICH DR CARIBOU ME 4736 LIBERTY BUSINESS SYSTEMS INC 3431 4TH AVE S FARGO ND 58103 LOCKWOOD MOORE INC 754 KUENZLI ST RENO NV 89502
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SUBCONTRACTOR(S) NAME HEADQUARTERS - STREET ADDRESS HEADQUARTERS - CITY STATE ZIP CODE N & L BUSINESS SYSTEMS INC 430 LONG ST LIVINGSTON TN 38570 NATIONAL COPIER EXCHANGE INC 340 W 3RD ST SW ROME GA 30165 NBM INC 24 TERRY AVE BURLINGTON MA 1803
NEVADA OFFICE MACHINES INC 1855 VASSAR ST RENO NV 89502 NORTHCO PRODUCTS INC 1612 NY 7 TROY NY 12180
NORTHEASTERN OFFICE EQUIPMENT INC 25 BANFI PLZ N FARMINGDALE NY 11735 OFFICE BUSINESS SYSTEMS INC 2108-2 GILLIAM LN TALLAHASSEE FL 32308 OFFICE CONCEPTS INC 8811 BAER RD. FORT WAYNE IN 46809
OFFICE EQUIPMENT CO INC 209 3RD ST SE CULLMAN AL 35055
OFFICE PRODUCT SERVICES 2450 CINNABAR LOOP ANCHORAGE AK 99507 OFFICE PRODUCTS CENTER PO BOX 609 WINNER SD 57580
OFFICE PRODUCTS SERVICES INC 2450 CINNABAR LOOP ANCHORAGE AK 99507 OFFICE SOLUTIONS INC 116 N MAIN ST MEDICINE LODGE KS 67104 OFFICE SUPPLIES UNLIMITED 3335 LONGVIEW DR SACRAMENTO CA 95821 OFFICE SYSTEMS CENTER 2102 N LAURENT ST STE 200 VICTORIA TX 77901 OFFICE VALUE INC 300 N WILSON AVE DUNN NC 28334
OFFICE WORKS LLC 960 S RANGE AVE COLBY KS 67701
OFFICE1 720 S 4TH ST LAS VEGAS NV 89101
OFFICE1 720 S 4TH ST LAS VEGAS NV 89101
OFFICENET 648 N BROAD ST FREMONT NE 68025
OFFICEPRO UPSTATE 1200 WOODRUFF RD STE G3 GREENVILLE SC 29607 OHIO BUSINESS SYSTEMS INC 2309 W DUBLIN GRANVILLE RD WORTHINGTON OH 43085 OMNI BUSINESS SOLUTIONS LLC 2850 EISENHOWER AVE STE L400 ALEXANDRIA VA 22314 OMNI BUSINESS SYSTEMS FAXPLUS INC 2850 EISENHOWER AVE STE L500 ALEXANDRIA VA 22314 ONE TOUCH OFFICE TECHNOLOGY 370 AMAPOLA AVE STE 106 TORRANCE CA 90501 ORBIT TECHNOLOGY 100 WEST BROWN ST IRON MOUNTAIN MI 49801 OSHKOSH OFFICE SYSTEMS PO BOX 2586 OSHKOSH WI 54903
PACIFIC CONNECTEQ INC 18732 CORBY AVE ARTESIA CA 90701
PACIFIC OFFICE AUTOMATION 14747 NW GREENBRIER PKWY BEAVERTON OR 97006 PATRIOT BLUEPRINTING SYSTEMS 602 RYAN AVE STE T3 WESTVILLE NJ 8093 PATRIOT GROUP LTD 5000 TERMINAL ST BELLAIRE TX 77401
PEAK PERFORMANCE COPIER & SUPP PO BOX 1968 SILVERTHORNE CO 80498 PERRY PRO TECH INC 545 W MARKET ST LIMA OH 45801
2700

SUBCONTRACTOR(S) NAME HEADQUARTERS - STREET ADDRESS HEADQUARTERS - CITY STATE ZIP CODE PETER PAUL OFFICE EQUIPMENT 711 CARR ST CINCINNATI OH 45203 PIF TECHNOLOGIES 1370 HOOKSETT RD HOOKSETT NH 3106
PLUS INC 1326 LAURENS RD GREENVILLE SC 29607
POLACK CORPORATION 1400 KEYSTONE AVE LANSING MI 48911
POLLOCK COMPANY 1711 CENTRAL AVE AUGUSTA GA 30904
PREFERRED BUSINESS 20 LESLIE CT WHIPPANY NJ 7981
PREFERRED OFFICE PRODUCTS INC PO BOX 1621 FORT SMITH AR 72902 PRINTERS & STATIONERS INC 113 N COURT ST FLORENCE AL 35630 PRISM OFFICE SOLUTIONS PO BOX 727 ORANGE CT 6477
PRO BUSINESS SYSTEMS INC 7825 SOUTH AVE BOARDMAN OH 44512 PRO SERV BUSINESS SYSTEMS INC 4402 S 40TH ST SAINT JOSEPH MO 64503 PROFESSIONAL BUSINESS SYSTEMS 1404 LAMAR AVE PARIS TX 75460 PROGRESSIVE BUSINESS SYSTEMS 213 MAIN ST STE B VAN BUREN AR 72956 QUALITY OFFICE MACHINES 1455 BRIDGE AVE NORTHPORT AL 35476 R K BLACK INC 4000 NW 39TH ST OKLAHOMA CITY OK 73112
RAY MORGAN COMPANY 3131 ESPLANADE CHICO CA 95973
RAYCO 2199 HIGHWAY 72 E CORINTH MS 38834
RDSTEAM.COM 15373 SW 14TH LN MIAMI FL 33194
REACH TECHNOLOGIES 4850 GOLDEN PKWY STE B 421 BUFORD GA 30518 REMCO COPY SERVICE 1814 S WESTERN ST AMARILLO TX 79106
REPEAT BUSINESS SYSTEMS INC 4 FRITZ BLVD ALBANY NY 12205 REPROGRAPHICS OF NEW ENGLAND 450 WEAVER ST STE 1 WINOOSKI VT 5404 REPROS INC 409 APPLEGROVE ST NW NORTH CANTON OH 44720
RICHARDSON COPY CONCEPTS INC 72 E COVE AVE WHEELING WV 26003 RITE TECHNOLOGY INC 1744 INDEPENDENCE BLVD SARASOTA FL 34234 RJ YOUNG COMPANY 730A FREELAND STATION ROAD NASHVILLE TN 37228 ROCCO & STRAIN 1392 FREY RD PITTSBURGH PA 15235
ROCKY MOUNTAIN BUSINESS SYSTEM 11 PLAZA LA PRENSA #7 SANTA FE NM 87507 ROTHWELL DOCUMENT SOLUTIONS 590 HANNUM AVE WEST CHESTER PA 19380 SARA MANA BUSINESS PRODUCTS INC 1618 BARBER RD SARASOTA FL 34240 SAULISBURY BUSINESS MACHINES 7632 SOUTHRAIL RD CHARLESTON SC 29420 SAULT PRINTING CO INC 314 OSBORN BLVD SAULT SAINTE MARIE MI 49783 SBS GUAM INC PO BOX 12285 TAMUNING GU 96931
2701

SUBCONTRACTOR(S) NAME HEADQUARTERS - STREET ADDRESS HEADQUARTERS - CITY STATE ZIP CODE SCOTT TECHNOLOGY GROUP INC 100 PROFESSIONAL CENTER DR ROHNERT PARK CA 94928 SEAMLESS SOLUTIONS 7786 BLANKENSHIP DR HOUSTON TX 77055 SEMINOLE OFFICE SOLUTIONS 762 BIG TREE DR LONGWOOD FL 32750 SERVICE OFFICE SUPPLY & PRINTING INC 1011 POWELL LN FLATWOODS KY 41139 SHENANDOAH VALLEY OFFICE EQUIPMENT INC PO BOX 878 VERONA VA 24482 SIMS BUSINESS SYSTEMS INC 124 W JULIE DR TEMPE AZ 85283 SISSINES OFFICE SYSTEMS INC 6123 PHILIPS HWY JACKSONVILLE FL 32216 SMART TECHNOLOGIES DAYTONA 771 FENTRESS BLVD STE 10 DAYTONA BEACH FL 32114 SOLUTIONS MANAGEMENT GROUP 2623 W CENTRAL PK AVE DAVENPORT IA 52804 SOUTHERN OFFICE MACHINES CO INC 523 LOYAL ST DANVILLE VA 24541 SPECTRUM BUSINESS CENTERS 17871 JAMESTOWN LN HUNTINGTON BEACH CA 92647 STANDLEY SYSTEMS LLC PO BOX 460 CHICKASHA OK 73023
STANS LPS MIDWEST 1375 S EASTWOOD DR WOODSTOCK IL 60098 STRATEGIC PRINT SOLUTIONS 1420 STAMY RD HIAWATHA IA 52233 STRATIX SYSTEMS 1011 N PARK RD WYOMISSING PA 19610
SUPERIOR COPY MACHINES 2001 GRANT AVE EL PASO TX 79930
SWIFT OFFICE EQUIPMENT INC 2147 COLLEGE AVE ELMIRA HEIGHTS NY 14903 SYSTEL OFFICE AUTOMATION PO BOX 35910 FAYETTEVILLE NC 28303 SYSTEMATIC COPIER CORP 432 MACCORKLE AVE SW SOUTH CHARLESTON WV 25303 T & I OFFICE EQUIPMENT INC 102 SOUTH MAIN ST ANNA IL 62906 TAP BUSINESS SYSTEMS INC 1301 E JACKSON ST PANA IL 62557 TECHSTAR AMERICA CORPORATION 5400 FIELDSTONE WAY JOHNSBURG IL 60051 TGI OFFICE AUTOMATION 120 3RD ST BROOKLYN NY 11231
TGI OFFICE AUTOMATION LLC 120 3RD ST BROOKLYN NY 11231
THE BUSINESS CENTRE OF QUINCY 625 HAMPSHIRE QUINCY IL 62301 THE COPIER GUYS INC 841 CALIFORNIA AVE SPARTANBURG SC 29303 THE GOLDEN RULER INC 800 BROADWAY HANNIBAL MO 63401
THE JAMES & LAW COMPANY 217 W MAIN ST CLARKSBURG WV 26301 THERMOCOPY OF TENNESSEE INC 3505 SUTHERLAND AVE KNOXVILLE TN 37919 TOM DAY BUS MACHINES 2125 STEVENSON DR SPRINGFIELD IL 62703 TOPAZ ENGINEERING SUPPLY INC 35 POND PARK RD HINGHAM MA 2043 TOPP BUSINESS SOLUTIONS 1110 SAGINAW ST SCRANTON PA 18505 TRICENTRAL OFFICE SUPPLY 1101 MAIN ST HAYS KS 67601
2702

SUBCONTRACTOR(S) NAME HEADQUARTERS - STREET ADDRESS HEADQUARTERS - CITY STATE ZIP CODE TRITEC OFFICE EQUIPMENT INC 323 NEW RD STE 1 PARSIPPANY NJ 7054 TUI TOTAL SOLUTIONS 2230 HIBISCUS DR EDGEWATER FL 32141 UBEO LLC PO BOX 791070 SAN ANTONIO TX 78279
UNITED BUSINESS SYSTEMS 316 SENECA ST BUFFALO NY 14204
UNITED SUPPLY 21201 OXNARD ST WOODLAND HILLS CA 91367
US COPY INC 30 23RD ST BLDG A KENNER LA 70062
US GLOBE SERVICE CORPORATION 4 BEATY CT WARREN PA 16365 VALLEY IMAGING SOLUTIONS INC 902 E FRY BLVD SIERRA VISTA AZ 85635 VALLEY OFFICE SYSTEMS 2050 1ST ST IDAHO FALLS ID 83401
VAN AUSDALL AND FARRAR 6430 E 75TH ST INDIANAPOLIS IN 46250 VANS BUSINESS MACHINES INC 1100 BAY VIEW RD PETOSKEY MI 49770 VET - KENMARK OFFICE SYS INC 340 MAIN ST MASHPEE MA 2649 VET - UNITED BUSINESS MACHINES INC 13 DELTA DR LONDONDERRY NH 3053 VET - VISUAL EDGE INC PO BOX 190 HARLAN IA 51537
VET - ZENO DIGITAL SOLUTIONS LLC 10688 HADDINGTON DRIVE HOUSTON TX 77043 WAREHOUSE DIRECT INC 2001 S MOUNT PROSPECT RD DES PLAINES IL 60018 WCC BUSINESS SOLUTIONS 11533 US HIGHWAY 19 N CLEARWATER FL 33764 WESTERN BUSINESS PRODUCTS PO BOX 492980 REDDING CA 96049 WILLIAMS OFFICE EQUIPMENT INC 766 US HIGHWAY 280 E AMERICUS GA 31709 WISCONSIN DOCUMENT IMAGING 1850 VELP AVE GREEN BAY WI 54303 WIZIX TECHNOLOGY GROUP INC 4312 N SELLAND AVE FRESNO CA 93722 WIZIX TECHNOLOGY GROUP INC 2014 TAYLOR RD ROSEVILLE CA 95678 WJ OFFICE PO BOX 3529 BOONE NC 28607
WOODBURN COMPANY 2815 ROCKEFELLER AVE EVERETT WA 98201
WOODHULL LLC 125 COMMERCIAL WAY SPRINGBORO OH 45066
XEROGRAPHIC COPIER SERVICE INC 1476 E VALENCIA DR FULLERTON CA 92831 YUMA OFFICE EQUIPMENT 340 S MAIN ST YUMA AZ 85364
ZENO IMAGING 14320 MIDWAY RD STE 100 FARMERS BRANCH TX 75244 XEROGRAPHIC COPIER SERVICE INC 1476 E VALENCIA DR FULLERTON CA 92831 YUMA OFFICE EQUIPMENT 340 S MAIN ST YUMA AZ 85364
2703
2704
Supplier name here: Ricoh USA, Inc.

Instructions:
(C). Tabs
*FY'18 MFDs
*FY'18 Laser Printers
*FY'19 MFDs
*FY'19 Laser Printers
Note: Please Do Not change any of the exsiting row and column headers. (A). Enter your company name in the yellow cell above.
(B). If you have done business with UC in the last 2 Fiscal Years FY 2018 (July 1, 2017 –June 30, 2018) and FY 2019 (July 1, 2018 –June 30, 2019), populate each tab with UC Historical

2705
Purchases Leases Services Other (accessories, parts,
supplies, etc.) Total Purchases Leases Services Other (accessories, parts, supplies, etc.) UCB $ 250,458.52
UCD $ 100,382.99
UCI $ 283,053.47
UCLA $ 1,987,755.28
UCM $ 5,612.17
UCR $ 143,290.90
UCSB $ 129,420.20
UCSC $ 279,832.37
UCSD $ 1,575.56
UCSF $ 180,011.13
UCOP $ 45,448.84
LBNL
UCIMC $ 443,405.59
UCDMC $ 2,560.42
UCLAMC $ 708,080.59
UCSDMC
UCSFMC $ 537,647.30
UC Hastings
UC FY 2018 Historical Purchases (MFDs)
July 1, 2017 - June 30, 2018
Multifunction
Devices
Monochrome Color
2706
Purchases Leases Services Other (accessories, parts,
supplies, etc.) Total Purchases Leases Services Other (accessories, parts, supplies, etc.) UCB $ 210,492.75
UCD $ 94,253.73
UCI $ 248,199.21
UCLA $ 1,693,402.29
UCM $ 4,494.65
UCR $ 33,077.37
UCSB $ 258,078.51
UCSC $ 225,423.11
UCSD $ 5,941.33
UCSF $ 87,651.81
UCOP $ 22,037.52
LBNL
UCIMC $ 637,094.11
UCDMC $ 10,164.81
UCLAMC $ 891,206.53
UCSDMC
UCSFMC $ 162,695.05
UC Hastings
Multifunction
Devices
Monochrome Color
July 1, 2018 - June 30, 2019
UC FY 2019 Historical Purchases (MFDs)
2707
Purchases Services Other (accessories, parts,
supplies, etc.) Purchases Leases Services Other (accessories, parts, supplies, etc.) UCB
UCD
UCI
UCLA
UCM
UCR
UCSB
UCSC
UCSD
UCSF
UCOP
LBNL
UCIMC
UCDMC
UCLAMC
UCSDMC
UCSFMC
UC Hastings
* No Sales of Ricoh Laser Printers
UC FY 2018 Historical Purchases (Laser Printers)
July 1, 2017 - June 30, 2018
Laser Printers
Monochrome Color
2708
Purchases Services Other (accessories, parts,
supplies, etc.) Purchases Leases Services Other (accessories, parts, supplies, etc.) UCB
UCD
UCI
UCLA
UCM
UCR
UCSB
UCSC
UCSD
UCSF
UCOP
LBNL
UCIMC
UCDMC
UCLAMC
UCSDMC
UCSFMC
UC Hastings
* No Sales of Ricoh Laser Printers
Laser Printers
Monochrome Color
UC FY 2019 Historical Purchases (Laser Printers)
July 1, 2018 - June 30, 2019
2709
Q 2. *Describe your customer service support infrastructure, including phone, email, etc. and provide hours of operation. Please describe how you use your customer services support infrastructure to meet or exceed the following: Suppliers 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:
 All relevant customer information, location, phone number(s), contact name , caller name.
 A unique repair ticket number
 Time of call placement from the customer
 The customer’s reported equipment malfunction or issue  The equipment id number, model and serial number
 The equipment status operational status: operational, substandard, or inoperative  Dispatched agent name or id number, dispatched time, location, caller, make, model, serial # and problem. Suppliers must further log the following information upon call completion:
 Service technician’s report of actual problem and troubleshooting & repair actions conducted including parts replaced or additional parts required on follow-up calls.  Arrival time, End time, Total Repair time, service copies made, final call status i.e.:
completed.- closed, open, pending , escalated.
 Meter readings upon service completion (i.e. print, scan, color, b/w)  Locations with MFD/Printer Fleet Management programs may require the call completion information be supplied from the vendor’s repair technician to designated UC Location customer at the conclusion of the service call.

Call Response
Our Customer Call Centers are staffed to respond live to customer service inquiries 24 hours per day, seven days per week, including holidays. Field service offices provide customer support from 8 a.m. to 5 p.m., Monday through Friday, excluding recognized holidays. Customer services are available beyond normal business hours on a contracted, guaranteed (for limited geographic areas) and per-call, as-available basis. In addition, we offer customers the ability to place service calls electronically 24x7 on the Web-based MyRicoh 24x7 and by facsimile.

Technical Service and Support
We provide our customers with the best solutions and products in the business, backed by the most flexible, most responsive technical service and support. Ricoh Office Services technicians support a large quantity and wide variety of technology in the field, including millions of printers and MFPs.

First and foremost, we are committed to service levels that ensure maximum uptime and productivity for University of California.

We dedicate a team of certified service technicians to University of California, assigning both a primary and back-up technician to each machine placed. The service team assumes total accountability for servicing the account, with each technician taking a proactive role in maintaining and repairing equipment. Our customer service technicians (CSTs) effectively function 2710
independently, using all resources available to provide maximum equipment uptime with a minimum number of service calls.

We have implemented a number of programs to empower CSTs to effect the most immediate and efficient repair for the client. To formulate a response plan that enables the service professional to begin work immediately after arriving at the University of California site, Ricoh CSTs utilize a variety of tools and resources such as interactive technical support databases, machine service history with up-to-date technical information (via @Remote), web-based self-service options, prearrival telephone calls with the end user, and predictive maintenance information to head off potential future service incidents.

We provide incentives for our CSTs to keep contracted equipment operational as long as possible and to produce the greatest number of impressions between equipment failures.

Our goal is to send the right technician at the right time with the right training, parts and skills to service the equipment in the most efficient manner possible. Ricoh’s Oracle Field Service Cloud (OFSC) is designed to match those qualities within the response radius of the customer.

Ricoh will provide the described on-site service support during routine business hours, as well as after-hours service in select metro and select nonmetropolitan areas for an additional fee. Ricoh’s extensive dealer network is also available for support, adding more than 7,000 trained technicians across the country to the Ricoh service network.

Service Request and Routing System
In the event of equipment failure, @Remote enabled devices can automatically create a service request, or University of California places a service request using either a web-based service request portal, MyRicoh, or a toll-free telephone number.

Ricoh utilizes the latest technology in service request routing, Oracle Field Service Cloud (OFSC).

OFSC connects directly with our network to facilitate service call placement, routing and closure.

CSTs are equipped with OFSC loaded on their smart phone devices. OFSC provides fast, convenient access to parts and inventory databases, service histories, equipment schematics and more. It further enhances communication and collaboration at the point of service and, ultimately, it enables us to resolve equipment service and connectivity support requests more quickly, efficiently and effectively.

Oracle automatically passes each service request to an assigned, manufacturer-trained technician, including the customer’s name, address, telephone number and problem description. The service request is assigned a unique identification number to ensure total tracking and full reporting status at all times. At this point, the CST follows a formal service response process to complete the requested service.

Responding to a Service Request
After determining the part(s) required to complete the repair, our CSTs first check their car stock, which is replenished twice weekly and includes the most commonly required equipment parts based on historical usage. If the part is in the car stock, the technician completes the repair and closes the call via their handheld device.

If the part is not in the car stock, the CST has the ability to check parts availability within his or her team of technicians. If the part is not in the team’s inventory, the CST initiates an Incomplete Order Process through the OFSC application. Oracle responds to the CST and initiates a Pick Ticket, 2711
noting part(s) availability at one of our Shared Distribution Centers (SDCs). If the part is available at the SDC, warehouse staff members pull the part and stage it for delivery to the CST.

If the part is unavailable, the SDC orders it directly from the vendor, based on the priority defined by the technician in consultation with the customer (i.e., overnight for down equipment, secondday or regular ground transportation for less-urgent orders). The vendor ships the order to the defined ship-to location. A CST may also request that our car stock analyst (CSA) query other SDCs for parts availability.

When the part arrives, the CST installs it and ensures proper operation of the machine. If the repairs are then complete, the CST closes out the service call in OFSC. 2712
Q 5. *Describe your company’s capability to offer trade-ins for the purchased equipment and upgrades for leased equipment, placed at UC by your company and/or your competitors.

Please include your company’s terms and conditions for offering trade-ins and upgrades.

Ricoh can offer upgrades and trade-ins for purchased and leased equipment placed by Ricoh and/or our competitors. This is done on a case by case basis depending on model, volumes, age/condition of equipment and overall service history. 2713

Page 1 of 5 ends

RICOH OMNIA NATIONAL SERVICE LEVEL AGREEMENT (SLA)

1.1 Purpose
The purpose of this model Service Level Agreement (SLA) is to provide the Agency and Contractor with objectives and service level commitments for failure to perform. Agencies and/or Entities may negotiate their own Service Level Agreement (SLA), or utilize the Ricoh Model SLA. This SLA does not implicate or involve lease related invoicing, rather it solely involves equipment performance and maintenance standards.

1.2 Buyer Service Level Agreement
Ricoh agrees to maintain the following service levels:

Performance Criteria Target Level
Average Uptime 95%
Average On-Site Response Time
within Major Metro Area
4 Hours
Average On-Site Response Time
outside Major Metro Area
8 Hours
These service levels will be measured on a quarterly basis for the fleet.

1.3 Service Requirements
a) Technicians. All technicians are factory trained and certified to service the Devices. b) Standard Service Levels.
i) End-User Training
1) Initial and continuous user training is offered by Ricoh through webbased, on-line training videos, knowledge base, and product brochures. 2) Ricoh may offer additional on-site, one-hour training sessions for a fee.

Additional charges for travel and per diem, if applicable, must be disclosed to the Purchasing Entity prior to Order placement.
3) Ricoh may provide on-site or off-site operational training to designated Purchasing Entity personnel, until the personnel are able to operate the Equipment independently. Pricing for operational training shall be feebased. Additional charges for travel and per diem, if applicable, must be disclosed to the Purchasing Entity prior to Order placement. ii) Preventative Maintenance. Ricoh performs all Preventative Maintenance Services, called Total Quality Call, on every service call. This is formalized process eliminates service calls, improves up time, and increases machine productivity. Ricoh shall not be required to perform Preventative Maintenance on desktop Devices.
iii) Equipment Performance
1) Equipment Downtime shall be computed from the time Ricoh is notified of Equipment failure until the time in which the Equipment is fully operational. 2) Equipment Downtime due to lack of consumable Supplies is not acceptable.
3) Ricoh shall provide that the fleet of Devices for each Purchasing Entity will be operational at least 95% of the time, during Normal Business Hours. 4) Ricoh shall provide daily communication to the Purchasing Entity regarding 2714

Page 2 of 5 ends

inoperable Equipment, including updates regarding resolution timeframe, and any parts, Accessories, or Devices on back-order.
iv) Repair Parts
1) Ricoh shall make repair parts available for a minimum of five (5) years after the Purchasing Entity’s Acceptance of any Device.
2) All Device components, spare parts, application software, and ancillary Equipment that is supplied under any resulting Master Agreement, conforms to Ricoh’s specifications.
3) Ricoh shall be responsible for ensuring that any repair parts are operable and installed in accordance with Ricoh specifications.
4) Repair parts may be new, reconditioned, reprocessed or recovered. v) Service Zones
1) Ricoh service technicians will meet a four (4) business hour fleet average response time for all Customer service calls located within Metro Market Areas.
2) And an eight (8) business hour fleet average response time for all Customer service calls located outside Metro Market Areas. vi) Service Logs
1) Ricoh shall maintain a Service log which describes the maintenance and repair Services provided for each Device.
2) A no-cost copy of Service logs/reports must be provided to the Purchasing Entity or Participating State or Entity, within five (5) Business Days of the request.
vii) Equipment Relocation
1) Equipment relocation Services include dismantling, packing, transporting, and re-installing Equipment.
2) Ricoh may charge for this Service based on the following table:

Relocation
Zone
Distance from original placement
of Device Charge
1 Within the same building No Charge Allowed*
2 Up to 50 miles from building in
which Device was originally placed
Flat Fee:
<25 CPM =$300, 25
thru 59 CPM =
$350, 60 thru 89
CPM = $400, 90+
CPM $450
3 More than 50 miles from building in
which Device was originally placed
Flat Fee + Per mile
fee (per mile fees
beyond the flat fee
are $.75 per mile
despite size of unit)
*Ricoh may charge Purchasing Entities a mutually agreed upon price for special rigging in the event a Purchasing Entity’s demographics require such rigging for Zone 1 relocations. The price shall be agreed upon in writing by Ricoh and Purchasing Entity prior to any Equipment relocation in Zone 1.
2715

Page 3 of 5 ends

3) Ricoh may not charge for any fees incurred due to fuel or tolls. 4) Moves must be performed within thirty (30) calendar days of the Purchasing Entity request. Request may be verbal or written but Ricoh must confirm the request in writing and provide a date that the move will occur. Written confirmation must be sent to the Purchasing Entity within three (3) Business Days of request. In the event there will be a delay in these Services, Ricoh shall communicate with Purchasing Entity and agree on a mutually beneficial timeframe.
c) Meter Read Invoicing
i) As part of its Services, Ricoh may, at its discretion and dependent upon device capabilities, provide remote meter reading and equipment monitoring services using its @Remote solution. This will allow Ricoh to generate accurate invoices.
ii) If @Remote is not selected by the Customer, Customer shall be responsible and agrees to provide Ricoh true and accurate meter readings monthly and in any reasonable manner requested by Ricoh. iii) If accurate meter readings are not provided, Ricoh reserves the right to estimate the meter readings from previous meter readings. Invoices that are generated without receiving the proper meter read information from the Purchasing Entity will not be considered inaccurate. iv) The Purchasing Entity shall provide written notice of any such alleged invoicing issue, and Ricoh will be allowed a thirty (30) day cure period to address any such issue. During the thirty (30) day cure period, the Purchasing Entity will not be assessed any late fees for failure to submit payment by the invoice due date. d) Service Level Calculations
At the discretion of the Agency, Ricoh shall produce reports that can be measured against the required SLA components.
e) Reporting. Ricoh shall provide periodic reporting to all Purchasing Entities upon request.

The reports shall be provided on a quarterly basis.
i) The report shall include the following:
1) Up-time percentage (%) per fleet of devices
2) Number of service calls placed
3) Response Time per device
4) Dates that preventative maintenance was performed, if applicable 5) Estimated end of useful life per device, based on current usage. ii) The report may include, but not be limited to, the following:
1) Location of devices
2) Click usage per device
3) EPEAT certification level of each device.
f) Replacement of Equipment. Should a unit of Equipment or an accessory not be able to be maintained in conformance with manufacturer’s specifications, Ricoh shall, at its own expense, replace such Equipment with another unit of the same product designation as that Equipment and Ricoh shall 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 2716

Page 4 of 5 ends

(b) if a replacement unit of the same product designation as the unit of Equipment it replaces is not available, the replacement unit may be a product of substantially similar or greater capabilities.
2717
Ricoh Service Level Agreements for MFDs
The successful Bidder will credit individual UC Locations for availability of individual MFDs (uptime) of less than 100% as follows:

Uptime Percentage
Credit
(Off quarterly maintenance 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%

88.9% - 88.0% 14%

87.9% - 87.0% 16%

86.9% - 86.0% 18%

85.9% - 85.0% 20%
Description Commitment

1. Service/Guarantee
a) Total uptime (MFDs)

b) MFD warranty (parts & labor)
a) 96% (not more than 8 hours of downtime per month based on the total number of working hours per month, measured as a quarterly average)
b) 90 days - Total customer satisfaction guarantee

2. Response/Repair Time –MFDs
a) Response time

b) Response times to areas beyond 20
miles from major UC Locations
a) 4 business hours with 1 business hour acknowledging call back from technician or dispatch – starting from time of call placement, measured as a quarterly average.
b) 8 hours or upon mutually agreed time with field office or location administrators, measured as a quarterly average.

3.Delivery/Installation
a) Delivery (new equipment)
b) Delivery (replacement parts)
c) Delivery (supplies)
d) Installation
a) 10 business days from vendor receipt of order; delivery between 8am and 12noon (Pacific), with one hour predelivery call, unless otherwise arranged b) Within 8 business hours from vendor receipt of order c) Within 2 business days from vendor receipt of order
d) Installation upon delivery, unless otherwise arranged

4. Setup Within 4 business hours of delivery, unless otherwise arranged.

5. Training
Initial Customer training and IT support Unlimited user training on features, functionality, and initial IT support as available through Ricoh’s on-line how-to videos, knowledge base, and product manuals, at no charge.

6. Customer Service
a) 800 Number
b) Return customer calls
a) At no cost
b) Within 1 business hour
2718

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%
For purposes of computing the effective performance level, accumulated hours of failure downtime for any quarter will be adjusted to the nearest whole or half-hour.

Credits to be calculated based on prorated share of maintenance charge to be calculated and prorated on a per equipment/unit basis. If maintenance charges are not part of the charge per impression (based on agreement with individual location), the discount shall be applied against the per-impression rate (black and white, and color impressions).

Uptime 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:

Uptime Percentage = PPM - FT x 100
PPM
PPM - Principle Period of Maintenance (8:00am - 5:00pm, Monday through Friday, except holidays) FT - Failure Time
For 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.

The successful Bidder will credit individual UC Locations for late delivery of MFDs as follows:

Delivery Schedule
(Business Days)
Credit
10 days 0%
11 days 1.0%
12 days 2.0%
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 9.0%
20 days 10.0%
More than 20 days 15.0%
Credits to be calculated based on the UC Net purchase price and/or monthly lease charge to be calculated on a per equipment unit basis.
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Ricoh Service Level Agreements for Laser Printers
Description Commitment

1. Service/Guarantee
a) Total uptime - Laser Printers

b) Printer warranty (parts & labor)
a) 96% (not more than 8 hours of downtime per month based on the total number of working hours per month, measured as a quarterly average)
b) Standard 1 year or more

2. Response/Repair Time – Laser Printers
Response time

Within 2 business days

4. Delivery/Installation
a) Delivery (new equipment)
b) Delivery (replacement parts)
c) Delivery (supplies)
d) Installation (optional)
a) 10 business days
b) Within 2 business days
c) Within 2 business days
d) If requested, within 2 business days of delivery, unless otherwise arranged.

5. Customer Service
a) 800 Number
b) Return customer calls
a) At no cost
b) Within 1 business hour
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Q 8. *Describe how your company will track the service performance, and what type of documentation will be provided to verify your performance for the service categories listed in the above questions 12 and 13.

MyRicoh.com
We offer an online MyRicoh Customer Resource Center
that is currently serving over 150,000 customers and
500,000 users and handling over 100,000 requests per
month. The center, which is available via the Internet
(https://www.myricoh.com/OA_HTML/ibeCAcdLogin.jsp),
provides a user-friendly web environment that will allow customers to manage their service needs, as follows:
 Submit and Manage Service Requests
 Place and track service requests
 View its service history for the past 12 months
 Escalate a request
 Send a message to a technician regarding an open service request  Label each piece of equipment with a “Personal Tag” for easy identification  Use MyRicoh Mobile app to easily submit service requests from a smartphone  Submit Meter Readings
 Receive regularly scheduled reminders
 Designate a primary meter contact
 Assign a fleet administrator
 Order Supplies
 Place and track orders for equipment supplies
 Submit a return request for incorrect/damaged items
 Receive free shipping and handling for ground-shipped orders (in accordance with the terms and conditions of the Ricoh contract)
 Use Live Chat Feature
 Connect live to our Technical Support Team, who can answer any questions regarding device operation
Equipment Reports
Contracts can be negotiated to include standard equipment reporting. Reporting periods are in monthly increments, giving us the ability to produce monthly, quarterly or semiannual reports.

These reports are produced after month-end processing and after our personnel have validated all customer information. In addition, Ricoh has the ability to run ad hoc reporting as required for customer meetings or to research an issue.

Available reports may include:
 Equipment Performance Reports
 Equipment Performance Detail
 Model Performance Summary
 Location Performance Summary
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 Area Performance Summary
 Performance Exception Reports
 Equipment Inventory Reports
 Install Base Detail
 Install Base Summary
 New Installations
During contract negotiations, we will work with UC to define the specific reports to be provided.

Customer Excellence
Ricoh’s Customer Excellence (Corporate Process Improvement) group focuses on improving the overall customer experience and acting as the “voice of the customer”. It identifies customer needs and values, provides customer insight for Ricoh business leaders and builds a Customer First culture. We achieve customer excellence through customer studies, complaint management, customer retention projects and employee education, focused on delivering an exceptional customer experience.

Customer Satisfaction and Loyalty
Customer satisfaction is a critical component of Ricoh's Customer First culture. Our ongoing effort to improve customer satisfaction includes listening to and analyzing customer feedback. Recently, our Technology Services team received the NorthFace ScoreBoard Award (SM) from Omega Management Group Corp. for customer satisfaction. This annual award recognizes organizations that achieve excellence in customer satisfaction and loyalty—as rated solely by their own customers—and “not only offer exemplary service to their customers but also center their existence on a deep commitment to exceeding customer expectations.” Ricoh’s award is based on the Voice of the Customer satisfaction ratings for our Technology Services function, which includes our call center, MyRicoh self-service site and our field service technicians. Omega’s methodology measures customer satisfaction and loyalty levels on a 5-point scale (or equivalent) at least four times during the year in such categories as technical support, field service, customer service and account management. Award recipients achieve a 4.0 or above out of a possible 5.0 or equivalent.

Customer loyalty means more than just customer satisfaction. It is not just about how well we have pleased our customers in the past, but about how we can understand our customers’ stated requirements and implicit needs to ensure that we continually provide increased value in the future.

Ricoh strives to create a culture in which our customers’ input is a key part of our decision-making.

This input is leveraged to support sound decisions and help us to develop innovative, high-value products and services. In quality terms, the discipline of customer loyalty is embodied in our Customer First Program, which gathers and analyzes data from various customer “Listening Posts.” Through this data, we gain insights that help us craft long-term strategies and identify any shortterm issues. Our objective is to understand our competitive position, both in terms of risk and in terms of advantage, allowing Ricoh to continuously improve its customer solutions and services. 2722
Customer Satisfaction Surveys
To evaluate the quality of our products, services and support, and to measure our performance against established standards, Ricoh distributes various satisfaction surveys to its customers.

These surveys are provided on a periodic basis—transactional, quarterly or annually.

Through our ongoing effort to improve customer satisfaction, we survey a sample of our customers each quarter to measure customer loyalty and overall satisfaction. The survey is conducted by our Customer Excellence team, which is part of our Corporate Process Improvement organization. Results of the quarterly study are shared with executive and field management teams to drive overall process improvement and address individual customer concerns. A loyalty index is measured and tracked based on questions related to overall satisfaction, willingness to recommend and willingness to repurchase. Sample survey questions include the following:

Quarterly Customer Loyalty Study
Each quarter, a customer loyalty study is deployed to a random sample of Ricoh accounts.

Contacts for the survey are sourced from our CRM tool, with a focus on decision-makers. This brief survey is used to gauge our customer loyalty over time, measure functional satisfaction and drive improvements at the enterprise level and address account-specific concerns. Customers who need immediate attention based on survey responses are contacted by Customer Excellence. Survey results are also uploaded in real time to our CRM tool. Survey results are shared with various business leaders, and results are reported by customer segment, industry and geography. Survey questions include:
 Customer Loyalty
 Customer Experience
 Company Perceptions
 Functional Satisfaction
 Open Ended
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Survey Methodology
Ricoh measures customer satisfaction and customer loyalty on an ongoing basis. Surveys are targeted by type of account (customer segment) and within the account by decision-makers and users. Surveys are deployed on various intervals such as annual, quarterly, monthly and transactional. In addition to measuring customer satisfaction, Ricoh uses a Customer Loyalty Index (CLI) to track loyalty by customer segments. CLI is based on three questions:
 Satisfaction
 Recommend
 Repurchase
Customers are considered loyal when they rate us 8 or 9 (on a 9-point scale) for all three questions. In 2015, Ricoh began using a Customer Experience Index (CXI) to gain further insight into overall customer satisfaction and loyalty. CXI is also based on three questions:
 Achieving Goals
 Easy to Do Business With
 Enjoyable to Do Business With
Forrester Research has found there is a strong correlation between a customer experience and overall customer loyalty. As surveys are completed, results are shared in real time with account owners in our CRM tool. Additionally, through the use of our survey management tool, we are able to provide real-time reporting and analysis of results with various business leaders and employees.

We have various triggers set up that allow us to direct a survey to our Customer Relations Team and other groups within Ricoh when a customer survey shows the need for immediate attention.

Furthermore, our survey data analysis is used to identify areas of opportunity for additional Voice of Customer activities (i.e., focus groups, feedback loops) and to drive small, medium and enterprise-level process improvement initiatives across the organization. 2724
Q 9. *Proposer must provide appropriate resources to ensure efficient and effective management, administration, and implementation of the MFD and/or Laser Printer contract Monday – Friday, 8:00am-5:00pm (Pacific), including, but not limited to:
 Coordinate contract implementation, including designating associated Project Manager  Account management for on-going contract monitoring, maintenance and communication
 Account Representative(s) dedicated to UC Locations
 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 user for that location. For UC Locations with MFD/Printer Fleet Management Programs, Customer shall be defined as the designated contacts for those Programs.  On-site sales representation on a regular basis to increase sales activity, assist in resolving problems, demonstrate new products, provide unlimited training and other customer services as required for the efficient operation of the program.  Coordinate all the order/installation process, inquiries regarding order status, and pricing concerns.
 Regular contact and/or meetings (frequency to be determined by each location, though no less than quarterly) between Supplier’s account manager and UC Purchasing and/or MFD/Printer Fleet Management Program at each location to discuss issue resolution, performance activities and all related issues.
 Maintain a customer service satisfaction level of 98% or better as evidenced by the results of regular customer survey’s conducted by supplier.  A designated contact for billing/invoicing questions and issues.

Describe how your company will provide each of the above. If Proposer has an existing higher education major account program, please describe.

Ricoh’s footprint within the UC system is formidable and not only in the number of Ricoh devices, as illustrated below, but in the total number of Ricoh Direct employees that support the UC network. Ricoh is one of the few providers of print devices that continues to support a manufacturer direct organization throughout the entire State of California. With over 300+ Direct Ricoh employees that provide support to the University of California System campus locations below, we are able to comply with all requests in Question 9.

Property Ricoh Devices Ricoh Direct or Dealer Years of Service UC Davis Health 387 Ricoh MFDS Ricoh Direct Client Since 2015 UC Davis Campus 287 Ricoh MFDS Ray Morgan Dealer Client Since 2015 UCSF Health 677 Ricoh MFDS Ricoh Direct Client Since 2004 UCSF School of Medicine 98 Ricoh MFDS Ricoh Direct Client Since 2003 UCSF Children's Hospital of Oakland 253 Ricoh MFDS Ricoh Direct Client Since 2004 UC Berkeley 157 Ricoh MFDS Ricoh Direct Client Since 2004 UC Santa Cruz 205 Ricoh MFDS Ricoh Direct Client Since 2005 UC Riverside 214 Ricoh MFDS Ricoh Dealer Client Since 2003 UC Irvine Campus 165 Ricoh MFDs Ricoh Direct Client Since 2006 UC Irvine Health 320 Ricoh MFDs Ricoh Direct Client Since 1996 2725
Property Ricoh Devices Ricoh Direct or Dealer Years of Service UCLA Campus 1,100 Ricoh MFDs Ricoh Direct Client Since 1997 UCLA Health 409 Ricoh MFDs Ricoh Direct Client Since 1999 UC Santa Barbara 158 Ricoh MFDs Ricoh Direct Client Since 1995 Our extensive experience provides Ricoh a deep understanding of the unique challenges higher education faces. Ricoh understands the importance of having in-depth knowledge of the culture, academic and healthcare environments, technology platforms and common challenges in higher education to be a relevant business partner. We have a team of dedicated resources with higher education expertise, including: Solutions Consultants, Strategic Production Print Specialists, Business Analysts, Solution Design Resources, Director of Enterprise Design, Vertical Implementation Manager.
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Q 10. *Proposers must provide the following technical support to UC Locations. Describe how your company will provide each:
 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.
 Onsite equipment electrical and mechanical troubleshooting and repairs.  Dedicated technical support staff with a working knowledge of all aspects of network functionality across all platforms, including:
 Hardware installation (network cards, cabling, etc)
 LDAP
 Network administration (equipment, software installation/configuration, printer driver installation/configuration/characteristics and security settings as needed and requested.)
 Advice and assistance with user-settable options in display menus and submenus  Support for MFDs or Laser Printer issues with respect to 3rd party vendor software and hardware
 Full maintenance services for Laser Printers, including repair parts, software and firmware updates and labor
Equipment Delivery, Installation, Support, and Training Our delivery, installation and training strategy for implementation illustrates the ability to provide specified equipment, manage successful transitions and provide necessary training to ensure that users understand the equipment functionality. This strategy covers three distinct elements:
 Installation Preparation and Logistics
After contract award and before equipment installation, the transition team confirms the following:
 Machine configurations and quantities
 Exact locations and key contacts
 Customer training requirements
Before implementation, all our employees who are involved in the project attend two meetings that include detailed expectations, a mock run-through and testing. A third meeting includes a designated customer staff member to ensure compliance with all specifications.

After reviewing the preinstallation data and confirming the general requirements, the team establishes an installation schedule. The transition team coordinates, with other vendors, the pickup of any existing on-site equipment that will not be used.

During this process, we address the following considerations:
 Establish the number of Ricoh personnel needed and dates  Arrange transportation for Ricoh personnel
 Obtain security passes or arrange for escorts, if needed  Determine hours of operation
 Establish staging areas and production line procedures by machine configuration  Confirm that extra parts and units are available, if needed 2727
 Meet daily or weekly with all personnel involved in the setup to review information and progress
 Complete a network assurance/site survey document
The transition team then meets with the account team to review logistics and address the following topics:
 Review preinstallation data
 Visit the warehouse to ensure that all requirements have been satisfied  Confirm personnel commitments for the entire installation period and schedule additional personnel, if necessary
 Confirm transportation of equipment to customer location(s) We then meet with UC to review the following issues:
 Delivery schedule
 List of all machine locations to ensure proper environment, voltage and space requirements for all models
 Delivery location accessibility to determine whether stairs, hallways or stairwell widths are adequate
 Staging/Configuring/Delivery
Staging and setup takes place at a Ricoh Shared Distribution Center to minimize disruption to UC operations. Organization of the equipment by models and accessories allows a quick visual inspection to ensure proper condition and identify any shipping damage. After the equipment passes this initial quality check, it is staged for delivery according to the project plan.

We schedule equipment delivery based on location, current equipment removal requirements (if necessary) and departmental considerations.

First and foremost, we are committed to service levels that ensure maximum uptime and productivity for UC.

We dedicate a team of certified service technicians to UC, assigning both a primary and back-up technician to each machine placed. The service team assumes total accountability for servicing the account, with each technician taking a proactive role in maintaining and repairing equipment. Our customer service technicians (CSTs) effectively function independently, using all resources available to provide maximum equipment uptime with a minimum number of service calls.

We have implemented a number of programs to empower CSTs to effect the most immediate and efficient repair for the client. To formulate a response plan that enables the service professional to begin work immediately after arriving at the UC site, Ricoh CSTs utilize a variety of tools and resources such as interactive technical support databases, machine service history with up-to-date technical information (via @Remote), web-based self-service options, pre-arrival telephone calls with the end user, and predictive maintenance information to head off potential future service incidents.
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We provide incentives for our CSTs to keep contracted equipment operational as long as possible and to produce the greatest number of impressions between equipment failures.

Service Request and Routing System
In the event of equipment failure, @Remote enabled devices can automatically create a service request, or UC places a service request using either a web-based service request portal, MyRicoh, or a toll-free telephone number.

Ricoh utilizes the latest technology in service request routing, Oracle Field Service Cloud (OFSC).

OFSC connects directly with our network to facilitate service call placement, routing and closure.

If the part is not in the car stock, the CST has the ability to check parts availability within his or her team of technicians. If the part is not in the team’s inventory, the CST initiates an Incomplete Order Process through the OFSC application. Oracle responds to the CST and initiates a Pick Ticket, noting part(s) availability at one of our Shared Distribution Centers (SDCs). If the part is available at the SDC, warehouse staff members pull the part and stage it for delivery to the CST.

When the part arrives, the CST installs it and ensures proper operation of the machine. If the repairs are then complete, the CST closes out the service call in OFSC. 2729
Total Quality Call Procedure
Our CSTs apply the following national Total Quality Call (TQC) procedure, which requires them to service the entire machine during all customer-initiated service calls—not just the area of the machine causing the immediate problem. TQC is an extremely effective method of increasing equipment performance, by ensuring full functionality on every service request.

MFD Training
We provide several levels of training, depending on the type of equipment and approach established with our customer.

End-user/Key Operator Training Included with Purchase
Ricoh offers our customers short on-line training options through our How-to Videos and Knowledge Base, which are available 24/7.

Ricoh launched a series of "How-to” videos to increase customer satisfaction and provide the more modern services our customers desire. Ricoh's services training organization has been hard at work developing these videos to provide customers with quick and easy, multimedia instruction for their Ricoh products. Designed to bring the product operation manual to life, How-to videos are available via the following link: http://www.tsrc.ricoh-usa.com/public/how-to-videos/ricoh/.

For casual users, as well as the technical professionals in IT and the Help Desk, the Ricoh Knowledge Base offers access to an instructional reference database for specific devices. This site lists relevant help topics and how-to documents for each Ricoh product, including instructions and photographs. It also encourages users to provide feedback on their search experience, thus helping us to improve this tool and our channels for knowledge transfer to our customers. The Ricoh Knowledge Base is available via this link: https://ricoh-kben.custhelp.com/app/home/region/us/brand/ricoh.

Product manuals are provided in PDF format and driver downloads for all products are available on the Ricoh-usa.com website on the Support and Downloads page via this link:
https://www.ricoh-usa.com/en/support-and-download. End-users may search by typing in the product name or clicking the dropdown menus.

Ricoh Offers Fee-Based Onsite or Customized Training
End-user/key operator training usually addresses the common features, functions and benefits of the equipment and accessories used by the local employees. We generally allot up to one (1) hour for standard fleet/convenience copier training, and up to two (2) hours for administrator/key operator training. In addition, Ricoh provides multiple levels of print shop non-production training.

If end-users/key operators/administrators require additional forms of training, we can also provide the following training methods:
 Individual (one-on-one, hands-on training)
 Train-the-trainer
 Classroom training for groups/departments of end-users (7 to 10 end users)  Auditorium training for large group through screen shots/device panel projection  Virtual training when applicable
 Printed customer-specific Quick Reference Guides
 Help Desk training/documentation (hardware/embedded solutions) 2730
Types of Training Offered
 Individual (One-on-one, Hands-on Training)
 Train the Trainer
 Classroom Training for Groups/Departments of End Users (7 to 10)  Auditorium Training for Large Group Through Screen Shots/Device Panel Projection  Virtual Training
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Q 12. *UC Locations require the same discount for repair parts and supplies for the MFD and Laser Printer models on the awarded contract throughout the agreement and its extensions, or as long as parts and supplies are available for those models, whichever is longer. Define the length of time your company produces or makes available repair parts and supplies available beyond the final year of installation of a device, and acknowledge maintaining the same discount. You will be asked to provide discounted parts pricing in the Price sheets.

Ricoh guarantees parts support for Ricoh manufactured equipment for a period of up to five years from its discontinuance by Ricoh.
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Q 14. *Please describe your company’s capability to provide on-site customer training at no additional cost to UC. Include the following:
 Initial training at the installed device location on all walkup and network features (following installation)
 Follow-up training
 On-going training (existing and new users) In addition, please list your other training capabilities.

After contract execution, our account team will initiate the activities that will ensure the successful installation of equipment and training of personnel. Training occurs at the time of deployment or time agreed upon between University of California and the Ricoh End User Training team. Overall, Ricoh views training as a joint investment to ensure that your devices operate properly and that the potential for follow-up service calls is minimized. Our training is evaluated and modified based on customer feedback.

Our intent is to create a cohesive and cooperative process that works best for all parties. Since many service calls occur during the early period of a deployment from the result of end-user misunderstanding, we believe that a high level of quality training is important to ensure maximum uptime. Moreover, we find that customized training ensures that you experience the optimal return-on-investment and productivity gains.

To begin, our training team is introduced to the key contacts at your site. After the delivery schedule is defined, this team communicates with the main contact at each individual location to arrange a convenient time to provide training.

Equipment Training Programs
We provide several levels of training, depending on the type of equipment and approach established with our customer.

End-user/Key Operator Training Included with Purchase
Ricoh offers our customers short on-line training options through our How-to Videos and Knowledge Base, which are available 24/7.

Product manuals are provided in PDF format and driver downloads for all products are available on the Ricoh-usa.com website on the Support and Downloads page via this link:
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https://www.ricoh-usa.com/en/support-and-download. End-users may search by typing in the product name or clicking the dropdown menus.

If end-users/key operators/administrators require additional forms of training, we can also provide the following training methods:
 Individual (one-on-one, hands-on training)
 Train-the-trainer
 Classroom training for groups/departments of end-users (7 to 10 end users)  Auditorium training for large group through screen shots/device panel projection  Virtual training when applicable
 Printed customer-specific Quick Reference Guides
 Help Desk training/documentation (hardware/embedded solutions) For training to be effective, it needs to take place at a location where the device is present and the area surrounding the device can accommodate a group of up to 10 people. For particularly large groups it may be necessary to schedule multiple sessions or—in an unstructured environment—a trainer may have to block off a period of time during which he or she is available at the site to provide varying degrees of training. If required, we are willing to set up and schedule training for groups of users in a classroom environment, using a device commonly used. In this event, we recommend that the group be somewhere between 7 to 10 end-users, as smaller or larger groups can reduce the effectiveness of the training (i.e., a small number of end-users may delay the completion of the overall training, and groups that exceed 10 end-users often do not allow each to receive the individual attention he or she may require).

To effectively migrate print volume from high cost devices to the MFD equipment fleet, it is critical to educate end-users on how simple and cost-effective the MFD devices are to use. Through effective training, users perform their print jobs on the lowest cost and most efficient digital copiers. After they are familiar with this simple procedure, end-users continue to use this approach on an ongoing basis.

To aid end-users after the training session, we provide an on-line manual for every device for reference purposes. In addition, we offer How-to videos and 24-hour toll-free end-user technical support for everyday minor troubleshooting. Customer-specific Quick Reference Guides or posters can also be created for a fee.

Ricoh’s Professional Certified Training Specialist (Dedicated Training Staff) Ricoh employs a dedicated, comprehensive staff of Technology Applications Specialists (TAS), and each TAS embodies first-rate communication skills and an extreme breadth and depth of knowledge on all aspects of the products and software they support.

Technology Applications Specialists must complete a rigorous process of attaining their CompTIA CTT+ (Certified Technical Trainer) certification as a job requirement. They attend extensive Ricoh training to become certified on products and solutions we support within our portfolio. Many team members hold additional industry certifications, such as vCTT+, A+, Net+, CDIA+, IT Fundamentals and EFI Fiery Professional.
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Types of Training Offered
Individual (One-on-one, Hands-on Training)
Individual training is delivered face to face with an end user. The TAS and/or technology services (TS) employee provides hands-on training at the device. This type of training provides end users with the ability to see how a device functions and gives them the opportunity to perform these functions themselves. The training would be set up at the device and scheduled for up to one (1) hour. The functions that are included in this training are agreed upon between Ricoh and University of California.

Train the Trainer
Train the trainer sessions are scheduled with a select individual or group of individuals. Groups should include five or fewer individuals in each session. For groups of more than five, it may be necessary to schedule multiple sessions. The train-the-trainer option enables the customer to develop select individual(s) to effectively train other end users on the functions of the device(s).

This allows the customer the ability to train current employees and new hires as needed. The training would be set up at the device and scheduled for up to one (1) hour. The functions that are included in this training are agreed upon between Ricoh and University of California.

Classroom Training for Groups/Departments of End Users (7 to 10) Group device trainings are held right in front of the device and consist of 7 to 10 end users. For particularly large groups, it may be necessary to schedule multiple sessions or—in an unstructured environment—a trainer may have to block off time period during which he or she is available at the site to provide varying degrees of training. If required, we are willing to set up and schedule training for groups of users in a central location or department.

In this event, we recommend that the group include somewhere between 7 to 10 end users, as smaller or larger groups can reduce the effectiveness of the training (i.e., a small number of end users may delay the completion of overall training, and groups that exceed 10 end users often do not allow each to receive the individual attention he or she may require).

The training is scheduled for up to one (1) hour. The functions that are included in this training are agreed upon between Ricoh and University of California. Allow 15 minutes between training sessions and additional time based on geography for the TAS and/or TS employee to arrive at additional training locations. A sign-up sheet can be provided to track which end user(s) attended the training.

Auditorium Training for Large Group Through Screen Shots/Device Panel Projection Ricoh provides training to large or small groups. This training is provided to groups of 10 or more.

The TAS and/or TS employee provides the training in an auditorium or meeting room setting. The delivery method can be through presentation screen shots or use of a camera to project the panel of the device(s).

The functions that are included in this training are agreed upon between Ricoh and University of California. The customer will communicate the scheduled times for the training to their employees for this type of training. The training sessions are up to one (1) hour. Allow 15 minutes between training sessions. A sign-up sheet can be provided to track which end user(s) attended the training. 2735
Virtual Training
Ricoh provides this training to large and small groups. The training is provided to groups of 10 or more. The TAS and/or TS employee can provide the training sessions through a virtual option (i.e., Skype, WebEx or join.me). The delivery method can be through presentation screen shots or use of a camera to project the panel of the device(s).

Quick Reference Guides/Posters and Additional Documentation Ricoh provides the customer with online guides and documentation at no additional charge. Ricoh can also provide basic customized Quick Reference Guides to University of California. The guides are based on the functions discussed with the customer in the initial training meeting. Ricoh will electronically send the guide to the customer for printing and is willing to provide printed guides along with more advanced documentation if needed. A reasonable fee would apply based on the number of documents needed and hours spent in creation/preparation of the customized material.

Please see a sample Quick Reference Guide below.

Help Desk Training/Documentation (Hardware/Embedded Print Embedded Solutions)
Ricoh’s Technology Applications Specialist (TAS) team can provide Level 1 Help Desk training to the University of California internal Help Desk staff. The training can be delivered to the employees through on-site or virtual training. The TAS team will work with University of California to develop a training plan that will provide the customer’s help desk staff with troubleshooting/resolution for 2736
routine issues (e.g., clearing paper jams, clearing common error codes) with hardware and managed print embedded software supported by our technology services staff.

The TAS can provide customized step-by-step guides and documentation along with training around Ricoh’s customer accessible knowledge base to University of California.

If we determine additional requirements during our Discovery process, pricing would require adjustment.

MFD Training Offering Functions/Features
The following features are demonstrated only if they are included equipment features and the customer has expressed interest in having end-users and/or key operators trained.

Administrators complete an additional one (1) hour training session of key operator training after completing the end-user training. This training is provided after equipment installation. During this training we provide more detailed maintenance and simple trouble-shooting information (e.g., changing toner), than we cover during the end-user training. After training, each key operator will understand all the facets of the product, including the paper paths and the paper feed locations, specialty features, all maintenance items and all pertinent information required when placing service calls.

The graphic below provides a summary of the topics covered during a training session. 2737
Ricoh Offers Fee Based Ongoing Training
Ultimately, it is in the best interest of both parties to take training very seriously. Users gain maximum benefit from the solution provided with as limited a learning curve as possible.

Understanding the implementation and operation of each product results in fewer service calls and maximizes the MFD’s uptime.

We recognize that events can occur that make additional training necessary (e.g., some staff members are unavailable for initial training; key operator changes when a device is relocated; staff requires additional training on specific features). We therefore can provide additional training on an as-needed basis throughout the term of the contract to maintain qualified key operators.

Ricoh requires a reasonable charge in the event additional on-site end user training or on-site key operator training is necessary. For large-scale deployments or fleet refreshing, we provide a customized Statement of Work (SOW), which includes the training plan and any associated costs.

Customized training guides are also available on request for an additional fee. 2738
Q 15. *Quarterly report of population of MFDs and Laser Printers reports including, but not limited to the following data:
 UC 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
Monthly reports:
 Response time
 Repair time
 Uptime
 Total service calls
 Delivery time
 Installation time
 Open leases, remaining terms, etc.

Please indicate your acceptance and describe your quality control procedure you have in place to ensure reports are accurate. If you do not comply with explanation, describe.

Ricoh accepts and can provide UC all of the reports mentioned above, most of this reporting is automated with the devices emailing Ricoh their service codes, meter reads and other important statistical data for reporting purposes. This data is aggregated in Ricoh’s ERP for each customer with the calls being placed or online tickets being generated by end users, real time data from technician mobile units and other financial information from the purchase orders or lease documents. With this data being automated, there is very little opportunity for the data to be in error due to data entry or data interpretation.

Below is an example of some of the automated reporting data that is available to all UC customers:

PARTY

NAME ADDRESS ITEM MODEL

MANUFACTURER

SERIAL NUMBER
EQUIP

INSTALL
DATE
ALL
CALLS

RESPONSE
CALLS

AVG CUST

RESPONSE
TIME
UPTIME
%

AVERAGE

MONTHLY
COPY
VOLUME
LAST
METER
READ
LAST
METER
READ
DATE

UNIVERSITY
OF

CALIFORNIA
SANTA

BARBARA
3326
PHELPS
HALL MPC4504EX C738M740631 10/03/2018 2 2 1.80 99.6% 1,799 34,146 4/5/2020 UCSB

RESIDENTIAL

SERVICES
565 MESA
RD IMC6000 3149RB00963 01/22/2020 2 1 1.91 99.7% 3,034 7,578 4/5/2020

UNIVERSITY
OF

CALIFORNIA
SANTA

BARBARA
4326
MARINE

SCIENCE

INSTITUTE
BLDG MPC307 C509P602165 07/16/2019 1 1 2.46 99.7% 390 3,108 4/5/2020 2739
Effective
Date
Contract
End Date
Final
Invoice
Due Date Type Ter,
Remaining
Months Model Serial City
Mo
Lease
Contract
Balance
8/1/2018 7/31/2023 7/1/2023 FMV 60 38 MP402SPF C86236695 SAN PEDRO 51.77 2200.26 8/1/2018 7/31/2023 7/1/2023 FMV 60 38 MP402SPF C86236696 BURBANK 51.77 2200.26 8/1/2018 7/31/2023 7/1/2023 FMV 60 38 SP4520DN C86237008 MISSION HILLS 19.33 796.54 8/1/2018 7/31/2023 7/1/2023 FMV 60 38 MP402SPF C86236697 TARZANA 51.77 2200.26 3/1/2019 2/28/2023 2/1/2023 FMV 48 33 MPC307 C86253997 Santa Monica 66.04 2638.32 3/1/2019 2/28/2023 2/1/2023 FMV 48 33 MP4055SP C86254483 Santa Monica 215.35 8368.55 3/1/2019 2/28/2023 2/1/2023 FMV 48 33 MP501SPF C86254431 Santa Monica 45.64 1856.12 3/1/2019 2/28/2023 2/1/2023 FMV 48 33 MP501SPF C86254518 Santa Monica 55.69 2187.77 Ricoh offers many ad-hoc reports upon request at no
additional charge.Ricoh offer several utilities to enhance reporting such as SLNX and SLNX Enterprise; Trac and FM Audit and other real time tracking and reporting tools. Some of these are at addition cost but it is a great way to always have your arms around volumes, cost, and utilization. The more
information you have the better decisions can be made.

Job execution
Ready
Low power
Sleep
Power On
Power Off
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OMNIA PARTNERS EXHIBITS

EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
Version January 22, 2020

1.0 Scope of National Cooperative Contract
Capitalized terms not otherwise defined herein shall have the meanings given to them in the Master Agreement or in the Administration Agreement between Supplier and OMNIA Partners.

1.1 Requirement
The University of California (hereinafter defined and referred to as “Principal Procurement Agency”), on behalf of itself and the National Intergovernmental Purchasing Alliance Company, a Delaware corporation d/b/a OMNIA Partners, Public Sector (“OMNIA Partners”), is requesting proposals for Print Goods and Services. The intent of this Request for Proposal is any contract between Principal Procurement Agency and Supplier resulting from this Request for Proposal (“Master Agreement”) be made available to other public agencies nationally, including stateand local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”), through OMNIA Partners’ cooperative purchasing program. The Principal Procurement Agency has executed a Principal Procurement Agency Certificate with OMNIA Partners, an example of which is included as Exhibit D, and has agreed to pursue the Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners as a Participating Public Agency in OMNIA Partners’ cooperative purchasing program. Registration with OMNIA Partners as a Participating Public Agency is accomplished by Public Agencies entering into a Master Intergovernmental Cooperative Purchasing Agreement, an example of which is attached as Exhibit C, and by using the Master Agreement, any such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the terms of the Master Intergovernmental Purchasing Cooperative Agreement or as otherwise agreed to. The terms and pricing established in the resulting Master Agreement between the Supplier and the Principal Procurement Agency will be the same as that available to Participating Public Agencies through OMNIA Partners.

All transactions, purchase orders, invoices, payments etc., will occur directly between the Supplier and each Participating Public Agency individually, and neither OMNIA Partners, any Principal Procurement Agency nor any Participating Public Agency, including their respective agents, directors, employees or representatives, shall be liable to Supplier for any acts, liabilities, damages, etc., incurred by any other Participating Public Agency. Supplier is responsible for knowing the tax laws in each state.

This Exhibit A defines the expectations for qualifying Suppliers based on OMNIA Partners’ requirements to market the resulting Master Agreement nationally to Public Agencies. Each section in this Exhibit A refers to the capabilities, requirements, obligations, and prohibitions of competing Suppliers on a national level in order to serve Participating Public Agencies through OMNIA Partners.

These requirements are incorporated into and are considered an integral part of this RFP. OMNIA Partners reserves the right to determine whether or not to make the Master Agreement awarded by the Principal Procurement Agency available to Participating Public Agencies, in its sole and absolute discretion, and any party submitting a response to this RFP acknowledges that any award 2741

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EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
Version January 22, 2020
by the Principal Procurement Agency does not obligate OMNIA Partners to make the Master Agreement available to Participating Procurement Agencies.

1.2 Marketing, Sales and Administrative Support
During the term of the Master Agreement OMNIA Partners intends to provide marketing, sales, partnership development and administrative support for Supplier pursuant to this section that directly promotes the Supplier’s products and services to Participating Public Agencies through multiple channels, each designed to promote specific products and services to Public Agencieson a national basis.

OMNIA Partners will assign the Supplier a Director of Partner Development who will serve as the main point of contact for the Supplier and will be responsible for managing the overall relationship between the Supplier and OMNIA Partners. The Director of Partner Development will work with the Supplier to develop a comprehensive strategy to promote the Master Agreement and will connect the Supplier with appropriate stakeholders within OMNIA Partners including, Sales, Marketing, Contracting, Training, Operations & Support.

The OMNIA Partners marketing team will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through channels that may include:

A. Marketing collateral (print, electronic, email, presentations) B. Website
C. Trade shows/conferences/meetings
D. Advertising
E. Social Media
The OMNIA Partners sales teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through initiatives that may include:

A. Individual sales calls
B. Joint sales calls
C. Communications/customer service
D. Training sessions for Public Agency teams
E. Training sessions for Supplier teams
The OMNIA Partners contracting teams will work in conjunction with Supplier to promote the Master Agreement to both existing Participating Public Agencies and prospective Public Agencies through:
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EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
Version January 22, 2020
A. Serving as the subject matter expert for questions regarding joint powers authority and state statutes and regulations for cooperative purchasing
B. Training sessions for Public Agency teams
C. Training sessions for Supplier teams
D. Regular business reviews to monitor program success
E. General contract administration
Suppliers are required to pay an administrative fee of three percent (3%) of the greater of the Contract Sales under the Master Agreement and Guaranteed Contract Sales under this Request for Proposal. Supplier will be required to execute the OMNIA Partners Administration Agreement (Exhibit B).

1.3 Estimated Volume
The dollar volume purchased under the Master Agreement is estimated to be approximately $50 million annually. While no minimum volume is guaranteed to Supplier, the estimated annual volume is projected based on the current annual volumes among the Principal Procurement Agency, other Participating Public Agencies that are anticipated to utilize the resulting Master Agreement to be made available to them through OMNIA Partners, and volume growth into other Public Agencies through a coordinated marketing approach between Supplier and OMNIA Partners.

1.4 Award Basis
The basis of any contract award resulting from this RFP made by Principal Procurement Agency will, at OMNIA Partners option, be the basis of award on a national level through OMNIA Partners. If multiple Suppliers are awarded by Principal Procurement Agency under the Master Agreement, those same Suppliers will be required to extend the Master Agreement to Participating Public Agencies through OMNIA Partners. Utilization of the Master Agreement by Participating Public Agencies will be at the discretion of the individual Participating Public Agency. Certain terms of the Master Agreement specifically applicable to the Principal Procurement Agency (e.g. governing law) are subject to modification for each Participating Public Agency as Supplier,such Participating Public Agency and OMNIA Partners shall agree without being in conflict with the Master Agreement. Participating Agencies may request to enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in the Master Agreement (i.e. invoice requirements, order requirements, specialized delivery, diversity requirements such as minority and woman owned businesses, historically underutilized business, governing law, etc.). It shall be the responsibility of the Supplier to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the Participating Agency. It shall further be the responsibility of the Supplier to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of the Master Agreement and adjust wage rates accordingly. Any supplemental agreement developed as a result of the Master Agreement is exclusively between the Participating Agency and the Supplier (Contract Sales are reported to OMNIA Partners). 2743

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EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
Version January 22, 2020
All purchase orders issued and accepted by the Supplier may survive expiration or termination of the Master Agreement. Participating Agencies’ purchase orders may exceed the term of the Master Agreement if the purchase order is issued prior to the expiration of the Master Agreement.

Supplier is responsible for reporting all sales and paying the applicable administrative fee for sales that use the Master Agreement as the basis for the purchase order, even though Master Agreement may have expired.

1.5 Objectives of Cooperative Program
This RFP is intended to achieve the following objectives regarding availability through OMNIA Partners’ cooperative program:

A. Provide a comprehensive competitively solicited and awarded national agreement offering the Products covered by this solicitation to Participating Public Agencies; B. Establish the Master Agreement as the Supplier’s primary go to market strategy to Public Agencies nationwide;
C. Achieve cost savings for Supplier and Public Agencies through a single solicitation process that will reduce the Supplier’s need to respond to multiple solicitations and Public Agencies need to conduct their own solicitation process;
D. Combine the aggregate purchasing volumes of Participating Public Agencies to achieve cost effective pricing.

2.0 REPRESENTATIONS AND COVENANTS
As a condition to Supplier entering into the Master Agreement, which would be available to all Public Agencies, Supplier must make certain representations, warranties and covenants to both the Principal Procurement Agency and OMNIA Partners designed to ensure the success of the Master Agreement for all Participating Public Agencies as well as the Supplier.

2.1 Corporate Commitment
Supplier commits that (1) the Master Agreement has received all necessary corporate authorizations and support of the Supplier’s executive management, (2) the Master Agreement is Supplier's primary “go to market” strategy for Public Agencies, (3) the Master Agreement will be promoted to all Public Agencies, including any existing customers, and Supplier will transition existing customers, upon their request, to the Master Agreement, and (4) that the Supplier has read and agrees to the terms and conditions of the Administration Agreement with OMNIA Partners and will execute such agreement concurrent with and as a condition of its execution of theMaster Agreement with the Principal Procurement Agency. Supplier will identify an executive corporate sponsor and a separate national account manager within the RFP response that will be responsible for the overall management of the Master Agreement.

Ricoh agrees that this will be one of our primary offering’s available through OMNIA Partners Public Sector and one of our “go to market” strategies for Public agencies. 2744

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EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
Version January 22, 2020

2.2 Pricing Commitment
Supplier commits the not-to-exceed pricing provided under the Master Agreement pricing is its lowest available (net to buyer) to Public Agencies nationwide and further commits that if a Participating Public Agency is eligible for lower pricing through a national, state, regional or local or cooperative contract, the Supplier will match such lower pricing to that Participating Public Agency under the Master Agreement.

Ricoh commits that our not to exceed pricing is comparable to our lowest available national contract pricing for public sector, with the understanding various market conditions, service level agreements, terms and conditions, service level agreements and other contract specific language may impact the pricing when comparing contracts.

2.3 Sales Commitment
Supplier commits to aggressively market the Master Agreement as its go to market strategy in this defined sector and that its salesforce will be trained, engaged and committed to offering the Master Agreement to Public Agencies through OMNIA Partners nationwide. Supplier commits that all Master Agreement sales will be accurately and timely reported to OMNIA Partners in accordance with the OMNIA Partners Administration Agreement. Supplier also commits its sales force will be compensated, including sales incentives, for sales to Public Agencies under the Master Agreement in a consistent or better manner compared to sales to Public Agencies if the Supplier were not awarded the Master Agreement.

Ricoh agrees to market this Agreement as one of our go to market strategies, as evidenced through our long-term partnership with OMNIA (legacy U.S. Communities).

3.0 SUPPLIER RESPONSE
Supplier must supply the following information in order for the Principal Procurement Agency to determine Supplier’s qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners.

3.1 Company
A. Brief history and description of Supplier.

Ricoh USA, Inc., headquartered in Exton, PA, is a subsidiary of Ricoh Company, Ltd. of Tokyo, Japan. Ricoh Company is a Fortune Global 500 company with fiscal year 2019 sales in excess of $18 billion. Ricoh USA (RUS) markets and distributes Ricoh products and services in North America and Canada. Supporting the marketing and sales for its services and full line of digital office solutions, Ricoh utilizes a nationwide network of more than 380 independent dealers as well as more than 200 Ricoh Direct Sales Offices. 2745

OMNIA PARTNERS EXHIBITS

EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
Version January 22, 2020
Ricoh maintains tight contractual and quality controls over all the dealers that service its Ricoh Major and Global Accounts. Ricoh Authorized Sales and Service Locations are staffed by Ricoh factory-trained technicians, ensuring not only rapid service response, but also technical expertise in preventive, remedial and emergency service of all Ricoh products. To ensure prompt attention to our customers’ service requirements, Ricoh mandates that - in all major market areas - response time shall average less than 4 hours. In general, Ricoh’s standard response time is based on customer proximity to a Ricoh Authorized Sales and Service location.

Number of years in business:

Ricoh Company, Ltd was established in Tokyo, Japan in 1936, almost 85 years ago. It established an entity to market its products in the Americas over fifty years ago in 1962, and renamed its American entity “Ricoh USA, Inc. in April, 2017.

Number of years involved with MFDs:

Ricoh entered the market of providing business-focused products with its line of photosensitive paper in 1934. From that time on, it engineered and brought to market devices that are the source of the functions now provided by multi-function devices, including 1955 – Diaxzo-type photopaper copiers; 1965 – Electronic copiers;1971 – Office computers ; 1974 – Digital facsimiles; and 1982 – Digital Copiers. In 1987 Ricoh pioneered the multifunctional digital copier for the office with the IMAGIO 320. Thus, even by the most conservative definition, Ricoh has been ‘involved with MFDs’ for more than two decades.

Total number of employees:

With a global workforce of over 95,000, the Ricoh Group consists of 235 companies and operates in Europe, the Americas, Asia Pacific, China and Japan.

Number of MFD employees dedicated to service/repair of MFDs:

Ricoh employs more than 25,000 MFD technicians worldwide. Every Ricoh technician is factory-trained and certified on the equipment they service/repair. The more-than-380 independent dealers employ many thousand more factory-trained technicians.

B. Total number and location of sales persons employed by Supplier.

Ricoh has a direct sales force consisting of 4k+ employees over 200 locations covering all 50 States in the United States. In addition to our direct presence, we have one of the strongest Dealer Partner channels in the industry consisting of 380 authorized resellers. All of which will be actively marketing this program.

C. Number and location of support centers (if applicable) and location of corporate office.

Access to our 200 Ricoh direct locations and 380 authorized Ricoh resellers promoting this program can be found at the following link - https://www.ricoh-usa.com/en/officelocator D. Annual sales for the three previous fiscal years.
https://www.ricoh.com/IR/financial_data/financial_result/ E. Submit FEIN and Dunn & Bradstreet report.

Please See Attachments (FEIN / D&B reports)
F. Describe any green or environmental initiatives or policies.

Ultimately, our goal is to help build a society in which the impact on its environment is 2746

OMNIA PARTNERS EXHIBITS

EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
Version January 22, 2020
maintained at a level that never exceeds the Earth's self-recovery capabilities. To make this happen, more than merely implementing environmental conservation activities is necessary; society needs to formulate clear-cut long-term visions and goals that will guide the specific actions required.

At Ricoh, we have set environmental goals for 2030 and 2050 as milestones toward the final goal. We also determine Environmental Action Plans every three years and promote sustainable environmental management. In order to contribute to the future of the global environment and society, the Ricoh Group will make efforts with focus on long-term vision and clear goals.

G. Describe any diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program.

The mission of our supplier diversity initiative is to continually seek and expand partnerships with minority-owned, small, small-disadvantaged, women-owned, veteran-owned, disabledowned and HUB Zone small businesses. We believe that as a result of these mutually beneficial relationships, Ricoh will be able to exceed our customers’ expectations, add value to our products and services, meet our business goals and provide economic benefits to the communities in which we do business.

We have numerous diverse partners across the country we utilize for these programs. Since this pricing we have presented is a “Cost Not to Exceed,” there are no increases when engaging these partners above contract pricing.

Ricoh's Diversity and Social Responsibility Council ranked in top 20 of diversity programs across the U.S. (https://tinyurl.com/y9gf6asc) H. Describe any historically underutilized business certifications supplier holds and the certifying agency. This may include business enterprises such as minority and women owned, small or disadvantaged, disable veterans, etc.

These vary by region and can be provided upon additional request from our diversity partners.

I. Describe how supplier differentiates itself from its competitors.

Ricoh has dedicated Client Executives whose account assignments are Higher Education Institutions. Ricoh has positioned itself as a strategic partner with many universities and colleges, providing expertise and a product and services portfolio to meet the needs of those clients. This is an established vertical within Ricoh where we offer customized hardware, software and solutions to support Higher Ed initiatives.

J. Describe any present or past litigation, bankruptcy or reorganization involving supplier.

Ricoh has a national presence in the U.S. and, accordingly, the company has contracts in place with numerous customers and vendors. Ricoh does have contract disputes from time to time with customers and/or vendors which occur in the ordinary course of business and which can lead to litigation. Any such litigation is likewise ordinary in the course of our business and not expected to have any material effect on our ability to deliver the proposed services. 2747

OMNIA PARTNERS EXHIBITS

EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
Version January 22, 2020
K. Felony Conviction Notice: Indicate if the supplier
a. is a publicly held corporation and this reporting requirement is not applicable; b. is not owned or operated by anyone who has been convicted of a felony; or c. is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions.

None, to the best of our knowledge.

L. Describe any debarment or suspension actions taken against supplier None, to the best of our knowledge

3.2 Distribution, Logistics
A. Describe the full line of products and services offered by supplier.

In addition to our MFD products, printers, software and AV products being offered in this RFP, Ricoh is also recognized as a global leader in helping empower workplace technology

EMPOWERING DIGITAL WORKPLACES
In 2017, the Ricoh group created a new brand promise for our customers: “EMPOWERING DIGITAL WORKPLACES.” Empowering Digital Workplaces means connecting people to information faster and more conveniently to improve communication and creativity. This is based on the Ricoh “San-Ai Spirit” - The Spirit of Three Loves: Love your neighbor, Love your country, Love your work - which the company has followed since it was established in 1936.

At Ricoh we are constantly thinking about people and how to help them work more creatively for a more satisfying life. The first copy machine transformed the workplace by helping people to transmit information accurately and quickly without the time-wasting and life-sapping tedium of endlessly reproducing business documents.

The first fax machine enabled the transmission of information to extend beyond mere hand-to-hand delivery to cross cities, countries, and the world in seconds and connect people everywhere.

These breakthroughs were the birth of what we now call “office automation”. This evolved from simple document creation, duplication, and delivery to changing the entire workflow with copying, printing, information communication, storage and search, and an endless series of workplace innovations.

As times changed, technology advanced. But there are still many problems to be solved around workers, society and social interaction. Ricoh will provide more solutions with “EMPOWERING DIGITAL

WORKPLACES
B. Describe how supplier proposes to distribute the products/service nationwide. Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas.

Ricoh USA, Inc. markets and distributes Ricoh products and services in North, Central and South America. Supporting the marketing and sales for its services and full line of digital office solutions, Ricoh utilizes a nationwide Dealer network of more than 380 independent dealers as well as more than 200 Ricoh Direct Sales Offices. A complete list is provided here - https://www.ricohusa.com/en/officelocator Ricoh maintains tight contractual and quality controls over all the dealers that service its Ricoh Major and Global Accounts. Ricoh Authorized Sales and Service Locations are staffed by Ricoh factory2748

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EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
Version January 22, 2020
trained technicians, ensuring not only rapid service response, but also technical expertise in preventive, remedial and emergency service of all Ricoh products. To ensure prompt attention to our customers’ service requirements, Ricoh mandates that - in all major market areas - response time shall average less than 4 hours. In general, Ricoh’s standard response time is based on customer proximity to a Ricoh Authorized Sales and Service location.

C. Describe how Participating Agencies are ensure they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement.

As one of Ricoh’s primary “go to market” strategies for local government, this contract will continue to be available to all of our Direct and Dealer partners. Through our Ricoh Direct channel, we have an automated pricing/contract tool (Oracle) that mirrors the most recent price book to ensure pricing compliance. A similar process is in place with our Dealer channel partners.

D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user.

Please see link below for list of authorized Ricoh channel providers and locations. https://www.ricoh-usa.com/en/officelocator
E. Provide the number, size and location of Supplier’s distribution facilities, warehouses and retail network as applicable.

Warehouse and Distribution
As part of its centralized supply chain Initiatives, Ricoh has developed a logistical footprint within sourced warehouses in the U.S. We have over 300,000 square feet dedicated to the warehousing of our parts inventories within our primary warehouse in Nashville, TN, and a secondary warehouse in Bloomington, CA, which supports the West Coast, Canada and South America. These facilities are equipped with a warehouse management system (WMS) and stateof-the-art automation and are virtually paperless operations that target increased productivity and performance. On average, our warehouses ship 350,000 lines per month.

Our distribution channel is designed to support over 3,800 technicians, with automated vehicle stock replenishment for highly used parts. Additionally, our technicians have access to the Oracle Field Service Cloud (OFSC) application on their smart phone devices. This application enables them to enter orders up to 5 pm local time for additional parts, which can be shipped for next-day delivery.

Our logistical partner for small packages is United Parcel Service (UPS), with which we have established schedules that allow several package pickups throughout the day. This partnership ensures that we meet our commitment to ship same day any order entered before the 5 pm local time, for delivery anywhere in the U.S. next day. Using UPS allows us to meet all required service commitments, depending on the customer-selected class of service. 2749

OMNIA PARTNERS EXHIBITS

EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
Version January 22, 2020
Our distribution operations also have established KPIs. These KPIs are driven by productivity metrics, including employee performance (e.g., lines shipped per employee, lines picked up per employee) and operational performance (e.g., same-day shipment, error ratio per lines shipped).

Ricoh USA currently operates a distribution infrastructure composed of five Regional Fulfillment Centers (RFCs). Each RFC includes a distribution center and a configuration center, where equipment is staged for delivery to our customers, one of which is in Tustin, CA.

3.3 Marketing and Sales
A. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier’s primary go to market strategy for Public Agencies to supplier’s teams nationwide, to include, but not limited to:
i.Executive leadership endorsement and sponsorship of the award as the public sector go-tomarket strategy within first 10 days ii.Training and education of Supplier’s national sales force with participation from the Supplier’s executive leadership, along with the OMNIA Partners team within first 90 days Ricoh is uniquely qualified to prepare our national sales force to promote the Master Agreement in a qualified and compliant manner. Ricoh has had great success with our existing OMNIA Partners (legacy U.S. Communities) contract(s) dating back to 2003. The State and Local Government Team consisting of nine individuals are responsible for promoting and distributing information to 3,000+ Ricoh field sales representatives. In addition to internal communications to educate these Ricoh employed sales professionals, we have the network and external communication mechanisms in place to educate the staff of our 380+ authorized independent Dealers.

Upon award, Ricoh will prepare launch guides, training documents and scripts. Trainings will be scheduled and conducted for the Government Account Managers and the Dealer and Direct division managers. WebEx trainings will take place for the field reps on or before the start date of the new award. These trainings will be overviews of the new Master Agreement, including a comparison to the current agreement. In person, field sales trainings will be scheduled over the first 180 days on-site throughout the country. These will be in-depth sessions of contract details and compliancy, as well as a go-to-market strategy.

WebEx trainings will be recorded and added to our internal sales intranet for on-demand viewing. We will add brief, on-demand training modules on the different aspects of this contract that will allow reps to re-acquaint themselves where necessary.

B. Provide a detailed ninety-day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to:
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EXHIBIT A- RESPONSE FOR NATIONAL COOPERATIVE CONTRACT
Version January 22, 2020
i. Creation and distribution of a co-branded press release to trade publications ii. Announcement, Master Agreement details and contact information published on the Supplier’s website within first 90 days
iii. Design, publication and distribution of co-branded marketing materials within first 90 days iv.Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier-specific trade shows, conferences and meetings throughout the term of the Master Agreement
v.Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Supplier. In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners. vi.Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement
vii.Ongoing marketing and promotion of the Master Agreement throughout itsterm (case studies, collateral pieces, presentations, promotions, etc.)
viii. Dedicated OMNIA Partners internet web-based homepage on Supplier’s website with:
• OMNIA Partners standard logo;
• Copy of original Request for Proposal;
• Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier;
• Summary of Products and pricing;
• Marketing Materials
• Electronic link to OMNIA Partners’ website including the online registration page; • A dedicated toll-free number and email address for OMNIA Partners Similar to our response in Part A, Ricoh will position this program as one of our Strategic and “Go To Market” strategies to help Participating Public Agencies avoid cumbersome Bid/RFP solicitations.

C. Describe how Supplier will transition any existing Public Agency customers’ accounts to the Master Agreement available nationally through OMNIA Partners. Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements.

At the request of the customer and the discretion of Ricoh, we will transition Public Agency customer accounts to the Master Agreement with OMNIA Partners. Ricoh currently holds an OMNIA Partners (legacy U.S. Communities) contract as well as a NASPO Value Point Master Agreement (in certain States). This contract agreement will be one of our primary go to market agreements for local government agencies.
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D. Acknowledge Supplier agreesto provide itslogo(s) to OMNIA Partners and agreesto provide permission for reproduction of such logo in marketing communications and promotions.

Acknowledge that use of OMNIA Partnerslogo will require permission for reproduction, as well.

Ricoh acknowledges and agrees.

E. Confirm Supplier will be proactive in direct sales of Supplier’s goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier’s sales initiatives should communicate:
i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency
ii. Best government pricing
iii. No cost to participate
iv. Non-exclusive
Ricoh commits that our not to exceed pricing is comparable to our lowest available national contract pricing for public sector, with the understanding various market conditions, service level agreements, terms and conditions, service level agreements and other contract specific language may impact the pricing when comparing contracts.

Ricoh does agree to all other conditions in Section E.

F. Confirm Supplier will train its national sales force on the Master Agreement. At a minimum, sales training should include:
i. Key features of Master Agreement
ii. Working knowledge of the solicitation process
iii.Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners
iv. Knowledge of benefits of the use of cooperative contracts Confirmed
G. Provide the name, title, email and phone number for the person(s), who will be responsible for:
i. Executive Support
Scott Dabice / VP Pricing & Strategic Markets / [email protected] Steve Bissey / Director – State & Local Gov / [email protected] ii. Marketing
Dan Quigley / Channel Marketing / [email protected] 2752

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iii. Sales
Mike Stowell / National Contract Manager / [email protected] Lori Toth / SLG Area Manager / [email protected]
Bill Finke / SLG Area Manager / [email protected] Travis Massman / SLA Area Manager / [email protected] Todd Marron / SLG Area Manager / [email protected] Mark Williamson / SLG Area Manager / [email protected] Mike Pallotta / SLG Area Manager / [email protected] Roger Hosler / SLG Area Manager / [email protected] iv. Sales Support
Mike Stowell / National Contract Manager / [email protected] v. Financial Reporting
Jennifer Carillo / Sr. Reporting & Rebate Analyst / [email protected] vi. Accounts Payable
Jennifer Carillo / Sr. Reporting & Rebate Analyst / [email protected] vii. Contracts
Mike Stowell / National Contract Manager / [email protected] H. Describe in detail how Supplier’s national sales force is structured, including contact information for the highest-level executive in charge of the sales team.

Ricoh’s Direct sales force is led by Peter Stuart who is the VP of Direct Channel Sales.

Supporting and leading our Ricoh Dealer Channel is Jim Corriddi, VP of Dealer Channel Sales.

I. Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the national program.

This will be a very rapid transition as the current team who supports our Ricoh agreement with OMNIA Partners has already been working together with the Regional Managers and VP’s in their field assignments. This current relationship should help in expediting the time it takes to have this specific contract implemented to participating public agencies.

J. Explain in detail how Supplier will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account set-up, timely contract administration, etc.

Ricoh has been working with government agencies at all levels for decades. We are the provider for numerous contracts for City, County and State Governments around the country.

Ricoh has been the supplier of MFD’s, MPS and other related services under the OMNIA Partners (legacy U.S. Communities) program since 2003. In that time, we have increased our national sales to become one of the largest OMNIA suppliers. Ricoh has the technology, corporate infrastructure, elite partnerships and distribution to provide these solutions as well as managing an overall national program.

Ricoh infrastructure starts with a team of 9 tenured government managers, including Mike Stowell, the OMNIA Partners National Contract Manager and liaison. This team works with all distribution points to provide expertise in the local government and K-12 marketplace. These 2753

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individuals ensure an understanding on how to work with public procurement officials and help ensure contract compliance.

K. State the amount of Supplier’s Public Agency sales for the previous fiscal year. Provide a list of Supplier’s top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each.

Our Top 10 Public agency customers, fiscal year revenues and key contacts are located in the OMNIA Connect portal.

L. Describe Supplier’s information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions.

Given Ricoh’s commitment to participate in large cooperative / GPO contracts, we have a very sophisticated system that helps support order management through all Direct and Dealer distribution channels.

M. If the Supplier wants to guarantee sales, provide the Contract Sales (as defined in Section 10 of the National Intergovernmental Purchasing Alliance Company Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement (“Guaranteed Contract Sales”).
$0.00 in year one
$0.00 in year two
$0.00 in year three
To the extent Supplier guarantees minimum Contract Sales, the administration fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales.

Historically, Ricoh has typically generated consistent revenue in annual sales through our current relationship with the University of California system and with our current OMNIA Partners agreement. Our goal in responding to this RFP is to grow this business within the University as well as nationally. However, due to the nature of its “non-mandatory” requirement within the UC system, and the uncertainty with many higher education campuses temporarily closing doors due to the pandemic, Ricoh respectfully declines to make a minimum guarantee.

N. Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for 2754

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Products covered under the Master Agreement.
i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners). ii.If competitive conditions require pricing lower than the standard Master Agreement not-toexceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners under the Master Agreement.
iii.Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA Partners).
iv.If alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal.

Detail Supplier’s strategies under these options when responding to a solicitation.

Ricoh agrees to these conditions so long as the public agency is requesting a GPO contract vehicle through which to provide these goods and services. If the customer wants to utilize their own contract terms and conditions and does not want to recognize a current OMNIA contract, and/or solicits their own RFP in lieu of referencing a competitively solicited Master agreement, then Ricoh will not be obligated to report sales to OMNIA Partners.

Ricoh’s strategy within the University of California System and per the RFP requirements states current discounts/pricing must be the same for current contract holders. Ricoh has agreed to honor the current UC System pricing for the UC system, but will not offer the UC discounts nationwide.

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EXHIBIT F - FEDERAL FUNDS CERTIFICATIONS

FEDERAL CERTIFICATIONS
ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT
TO WHOM IT MAY CONCERN:

Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This form should be completed and returned.

DEFINITIONS
Contract means a legal instrument by which a non–Federal entity purchases property or services needed to carry out the project or program under a Federal award. The term as used in this part does not include a legal instrument, even if the non–Federal entity considers it a contract, when the substance of the transaction meets the definition of a Federal award or subaward Contractor means an entity that receives a contract as defined in Contract.

Cooperative agreement means a legal instrument of financial assistance between a Federal awarding agency or pass-through entity and a non–Federal entity that, consistent with 31 U.S.C. 6302–6305:
(a) Is used to enter into a relationship the principal purpose of which is to transfer anything of value from the Federal awarding agency or pass-through entity to the non–Federal entity to carry out a public purpose authorized by a law of the United States (see 31 U.S.C. 6101(3)); and not to acquire property or services for the Federal government or pass-through entity's direct benefit or use;
(b) Is distinguished from a grant in that it provides for substantial involvement between the Federal awarding agency or pass-through entity and the non–Federal entity in carrying out the activity contemplated by the Federal award. (c) The term does not include:
(1) A cooperative research and development agreement as defined in 15 U.S.C. 3710a; or (2) An agreement that provides only:
(i) Direct United States Government cash assistance to an individual; (ii) A subsidy;
(iii) A loan;
(iv) A loan guarantee; or
(v) Insurance.

Federal awarding agency means the Federal agency that provides a Federal award directly to a non–Federal entity Federal award has the meaning, depending on the context, in either paragraph (a) or (b) of this section:
(a)(1) The Federal financial assistance that a non–Federal entity receives directly from a Federal awarding agency or indirectly from a pass-through entity, as described in § 200.101 Applicability; or (2) The cost-reimbursement contract under the Federal Acquisition Regulations that a non–Federal entity receives directly from a Federal awarding agency or indirectly from a pass-through entity, as described in § 200.101 Applicability.
(b) The instrument setting forth the terms and conditions. The instrument is the grant agreement, cooperative agreement, other agreement for assistance covered in paragraph (b) of § 200.40 Federal financial assistance, or the cost-reimbursement contract awarded under the Federal Acquisition Regulations. (c) Federal award does not include other contracts that a Federal agency uses to buy goods or services from a contractor or a contract to operate Federal government owned, contractor operated facilities (GOCOs). (d) See also definitions of Federal financial assistance, grant agreement, and cooperative agreement.

Non–Federal entity means a state, local government, Indian tribe, institution of higher education (IHE), or nonprofit organization that carries out a Federal award as a recipient or subrecipient.

Nonprofit organization means any corporation, trust, association, cooperative, or other organization, not including IHEs, that:
(a) Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; (b) Is not organized primarily for profit; and
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(c) Uses net proceeds to maintain, improve, or expand the operations of the organization.

Obligations means, when used in connection with a non–Federal entity's utilization of funds under a Federal award, orders placed for property and services, contracts and subawards made, and similar transactions during a given period that require payment by the non–Federal entity during the same or a future period.

Pass-through entity means a non–Federal entity that provides a subaward to a subrecipient to carry out part of a Federal program.

Recipient means a non–Federal entity that receives a Federal award directly from a Federal awarding agency to carry out an activity under a Federal program. The term recipient does not include subrecipients.

Simplified acquisition threshold means the dollar amount below which a non–Federal entity may purchase property or services using small purchase methods. Non–Federal entities adopt small purchase procedures in order to expedite the purchase of items costing less than the simplified acquisition threshold. The simplified acquisition threshold is set by the Federal Acquisition Regulation at 48 CFR Subpart 2.1 (Definitions) and in accordance with 41 U.S.C. 1908. As of the publication of this part, the simplified acquisition threshold is $150,000, but this threshold is periodically adjusted for inflation. (Also see definition of § 200.67 Micro-purchase.)
Subaward means an award provided by a pass-through entity to a subrecipient for the subrecipient to carry out part of a Federal award received by the pass-through entity. It does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. A subaward may be provided through any form of legal agreement, including an agreement that the pass-through entity considers a contract.

Subrecipient means a non–Federal entity that receives a subaward from a pass-through entity to carry out part of a Federal program; but does not include an individual that is a beneficiary of such program. A subrecipient may also be a recipient of other Federal awards directly from a Federal awarding agency.

Termination means the ending of a Federal award, in whole or in part at any time prior to the planned end of period of performance.

The following certifications and provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency’s subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable.

APPENDIX II TO 2 CFR PART 200
(A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party.

Does offeror agree? YES Initials of Authorized Representative of offeror
(B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating Agency reserves the right to immediately terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Offeror as detailed in the terms of the contract.

Does offeror agree? YES Initials of Authorized Representative of

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offeror
(C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 CFR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein.

Does offeror agree to abide by the above? YES Initials of Authorized Representative of offeror (D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non - Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency.

Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of an award for all contracts and subgrants for construction or repair, offeror will be in compliance with all applicable Davis-Bacon Act provisions.

Does offeror agree? YES Initials of Authorized Representative of offeror (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for all contracts by Participating Agency resulting from this procurement process.

Does offeror agree? YES Initials of Authorized Representative of offeror (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small

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Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (F) above.

Does offeror agree? YES Initials of Authorized Representative of offeror (G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non - Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air 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)
Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency member resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (G) above.

Does offeror agree? YES Initials of Authorized Representative of offeror (H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the Executive Office of the President Office of Management and Budget (OMB) guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

Pursuant to Federal Rule (H) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. If at any time during the term of an award the offeror or its principals becomes debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency, the offeror will notify the Participating Agency.

Does offeror agree? YES Initials of Authorized Representative of offeror (I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above 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. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.

Such disclosures are forwarded from tier to tier up to the non-Federal award.

Pursuant to Federal Rule (I) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term and after the awarded term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that it is in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that:
(1) No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall 2759

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complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all covered sub-awards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly.

Does offeror agree? YES Initials of Authorized Representative of offeror

RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The offeror further certifies that offeror will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

Does offeror agree? YES Initials of Authorized Representative of offeror

CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18).

Does offeror agree? YES Initials of Authorized Representative of offeror

CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request. Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition.

Does offeror agree? YES Initials of Authorized Representative of offeror CERTIFICATION OF ACCESS TO RECORDS – 2 C.F.R. § 200.336 Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to any documents, papers, or other records of offeror that are pertinent to offeror’s discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to offeror’s personnel for the purpose of interview and discussion relating to such documents.

Does offeror agree? YES Initials of Authorized Representative of offeror

CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS
Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions.

Does offeror agree? YES Initials of Authorized Representative of offeror Offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances, as applicable. It is further acknowledged that offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted above.

Offeror’s Name:
____________________________________________________________________________________________ Address, City, State, and Zip Code:
_____________________________________________________________________________ 2760

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Phone Number:___________________________________ Fax Number:
______________________________________
Printed Name and Title of Authorized
Representative:______________________________________________________________________ Email Address:
____________________________________________________________________________________________ Signature of Authorized Representative: ____________________________________Date: _____________________________ 2761
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EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE

NEW JERSEY BUSINESS COMPLIANCE
Suppliers intending to do business in the State of New Jersey must comply with policies and procedures required under New Jersey statues. All offerors submitting proposals must complete the following forms specific to the State of New Jersey. Completed forms should be submitted with the offeror’s response to the RFP. Failure to complete the New Jersey packet will impact OMNIA Partners’s ability to promote the Master Agreement in the State of New Jersey.

DOC #1 Ownership Disclosure Form
DOC #2 Non-Collusion Affidavit
DOC #3 Affirmative Action Affidavit
DOC #4 Political Contribution Disclosure Form
DOC #5 Stockholder Disclosure Certification
DOC #6 Certification of Non-Involvement in Prohibited Activities in Iran DOC #7 New Jersey Business Registration Certificate
New Jersey suppliers are required to comply with the following New Jersey statutes when applicable:
• all anti-discrimination laws, including those contained in N.J.S.A. 10:2-1 through N.J.S.A. 10:2-14, N.J.S.A. 10:5-1, and N.J.S.A. 10:5-31 through 10:5-38; • Prevailing Wage Act, N.J.S.A. 34:11-56.26, for all contracts within the contemplation of the Act;
• Public Works Contractor Registration Act, N.J.S.A. 34:11-56.26; and • Bid and Performance Security, as required by the applicable municipal or state statutes. 2762
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EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
DOC #1

OWNERSHIP DISCLOSURE FORM
(N.J.S. 52:25-24.2)
Pursuant to the requirements of P.L. 1999, Chapter 440 effective April 17, 2000 (Local Public Contracts Law), the offeror shall complete the form attached to these specifications listing the persons owning 10 percent (10%) or more of the firm presenting the proposal.

Company Name:

Street:

City, State, Zip Code:

Complete as appropriate:

I _______________________________________, certify that I am the sole owner of ____________________________________, that there are no partners and the business is not incorporated, and the provisions of N.J.S. 52:25-24.2 do not apply.

OR:

I _______________________________________, a partner in___________________________, do hereby certify that the following is a list of all individual partners who own a 10% or greater interest therein. I further certify that if one (1) or more of the partners is itself a corporation or partnership, there is also set forth the names and addresses of the stockholders holding 10% or more of that corporation’s stock or the individual partners owning 10% or greater interest in that partnership.

OR:

I _______________________________________, an authorized representative of ______________________, a corporation, do hereby certify that the following is a list of the names and addresses of all stockholders in the corporation who own 10% or more of its stock of any class. I further certify that if one (1) or more of such stockholders is itself a corporation or partnership, that there is also set forth the names and addresses of the stockholders holding 10% or more of the corporation’s stock or the individual partners owning a 10% or greater interest in that partnership. (Note: If there are no partners or stockholders owning 10% or more interest, indicate none.) Name Address Interest
I further certify that the statements and information contained herein, are complete and correct to the best of my knowledge and belief.

Date Authorized Signature and Title
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EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
DOC #2

NON-COLLUSION AFFIDAVIT
Company Name: ________________________________________
Street: ________________________________________________ City, State, Zip Code:____________________________________ State of ________________________________________________ County of ______________________________________________ I, of the_______________________________________________ Name City
in the County of ____________________________, State of _______________________________ of full age, being duly sworn according to law on my oath depose and say that:

I am the _________________________of the firm of _____________________________________ Title Company Name
the Offeror making the Proposal for the goods, services or public work specified under the attached proposal, and that I executed the said proposal with full authority to do so; that said Offeror has not directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free, competitive bidding in connection with the above proposal, and that all statements contained in said proposal and in this affidavit are true and correct, and made with full knowledge that relies upon the truth of the statements contained in said proposal and in the statements contained in this affidavit in awarding the contract for the said goods, services or public work.

I further warrant that no person or selling agency has been employed or retained to solicit or secure such contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by
Company Name Authorized Signature & Title
Subscribed and sworn before me
this ______ day of ______________, 20____
__________________________________________
Notary Public of ______________________
My commission expires _________________ , 20____
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EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
DOC #3

AFFIRMATIVE ACTION AFFIDAVIT
(P.L. 1975, C.127)
Company Name:

Street:

City, State, Zip Code:

Proposal Certification:

Indicate below company’s compliance with New Jersey Affirmative Action regulations. Company’s proposal will be accepted even if company is not in compliance at this time. No contract and/or purchase order may be issued, however, until all Affirmative Action requirements are met.

Required Affirmative Action Evidence:

Procurement, Professional & Service Contracts (Exhibit A) Vendors must submit with proposal:

1. A photo copy of their Federal Letter of Affirmative Action Plan Approval OR

2. A photo copy of their Certificate of Employee Information Report OR

3. A complete Affirmative Action Employee Information Report (AA302) ________ Public Work – Over $50,000 Total Project Cost:

A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form AA201-A upon receipt from the
B. Approved Federal or New Jersey Plan – certificate enclosed I further certify that the statements and information contained herein, are complete and correct to the best of my knowledge and belief.
_______________________ _________________________________ Date Authorized Signature and Title
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EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
DOC #3, continued P.L. 1995, c. 127 (N.J.A.C. 17:27)

MANDATORY AFFIRMATIVE ACTION LANGUAGE

PROCUREMENT, PROFESSIONAL AND SERVICE

CONTRACTS
During the performance of this contract, the contractor agrees as follows:

The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor will take affirmative action to ensure that such applicants are recruited and employed, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. Such action shall include, but not be limited to the following:
employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this non-discrimination clause.

The contractor or subcontractor, where applicable will, in all solicitations or advertisement for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation.

The contractor or subcontractor, where applicable, will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer advising the labor union or workers' representative of the contractor's commitments under this act and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time and the Americans with Disabilities Act.

The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers trade consistent with the applicable county employment goal prescribed by N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time or in accordance with a binding determination of the applicable county employment goals determined by the Affirmative Action Office pursuant to N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time.

The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including employment agencies, placement bureaus, colleges, universities, labor unions, that it does not discriminate on the basis of age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices.

The contractor or subcontractor agrees to revise any of it testing procedures, if necessary, to assure that all personnel testing conforms with the principles of job-related testing, as established by the statutes and court decisions of the state of New Jersey and as established by applicable Federal law and applicable Federal court decisions.

The contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and lay-off to ensure that all such actions are taken without regard to age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and conform with the applicable employment goals, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions.

The contractor and its subcontractors shall furnish such reports or other documents to the Affirmative Action Office as may be requested by the office from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by the Affirmative Action Office for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code (NJAC 17:27). ________________________________________________
Signature of Procurement Agent
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EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Public Agency Instructions
This page provides guidance to public agencies entering into contracts with business entities that are required to file Political Contribution Disclosure forms with the agency. It is not intended to be provided to contractors. What follows are instructions on the use of form local units can provide to contractors that are required to disclose political contributions pursuant to N.J.S.A. 19:44A-20.26 (P.L. 2005, c. 271, s.2). Additional information on the process is available in Local Finance Notice 2006-1 (http://www.nj.gov/dca/divisions/dlgs/resources/lfns_2006.html). Please refer back to these instructions for the appropriate links, as the Local Finance Notices include links that are no longer operational.

1. The disclosure is required for all contracts in excess of $17,500 that are not awarded pursuant to a “fair and open” process (N.J.S.A. 19:44A-20.7).

2. Due to the potential length of some contractor submissions, the public agency should consider allowing data to be submitted in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with the contract documents or in an appropriate computer file and be available for public access. The form is worded to accept this alternate submission. The text should be amended if electronic submission will not be allowed.

3. The submission must be received from the contractor and on file at least 10 days prior to award of the contract.

Resolutions of award should reflect that the disclosure has been received and is on file.

4. The contractor must disclose contributions made to candidate and party committees covering a wide range of public agencies, including all public agencies that have elected officials in the county of the public agency, state legislative positions, and various state entities. The Division of Local Government Services recommends that contractors be provided a list of the affected agencies. This will assist contractors in determining the campaign and political committees of the officials and candidates affected by the disclosure. a. The Division has prepared model disclosure forms for each county. They can be downloaded from the “County PCD Forms” link on the Pay-to-Play web site at http://www.nj.gov/dca/divisions/dlgs/programs/lpcl.html#12.

They will be updated from time-to-time as necessary.
b. A public agency using these forms should edit them to properly reflect the correct legislative district(s). As the forms are county-based, they list all legislative districts in each county. Districts that do not represent the public agency should be removed from the lists.
c. Some contractors may find it easier to provide a single list that covers all contributions, regardless of the county.

These submissions are appropriate and should be accepted. d. The form may be used “as-is”, subject to edits as described herein. e. The “Contractor Instructions” sheet is intended to be provided with the form. It is recommended that the Instructions and the form be printed on the same piece of paper. The form notes that the Instructions are printed on the back of the form; where that is not the case, the text should be edited accordingly. f. The form is a Word document and can be edited to meet local needs, and posted for download on web sites, used as an e-mail attachment, or provided as a printed document.

5. It is recommended that the contractor also complete a “Stockholder Disclosure Certification.” This will assist the local unit in its obligation to ensure that contractor did not make any prohibited contributions to the committees listed on the Business Entity Disclosure Certification in the 12 months prior to the contract (See Local Finance Notice 2006-7 for additional information on this obligation at http://www.nj.gov/dca/divisions/dlgs/resources/lfns_2006.html). A sample Certification form is part of this package and the instruction to complete it is included in the Contractor Instructions. NOTE: This section is not applicable to Boards of Education.

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OMNIA PARTNERS EXHIBITS

EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Contractor Instructions
Business entities (contractors) receiving contracts from a public agency that are NOT awarded pursuant to a “fair and open” process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271, s.2 (N.J.S.A. 19:44A20.26). This law provides that 10 days prior to the award of such a contract, the contractor shall disclose contributions to:
• any State, county, or municipal committee of a political party • any legislative leadership committee*
• any continuing political committee (a.k.a., political action committee) • any candidate committee of a candidate for, or holder of, an elective office:
o of the public entity awarding the contract
o of that county in which that public entity is located o of another public entity within that county
o or of a legislative district in which that public entity is located or, when the public entity is a county, of any legislative district which includes all or part of the county The disclosure must list reportable contributions to any of the committees that exceed $300 per election cycle that were made during the 12 months prior to award of the contract. See N.J.S.A. 19:44A-8 and 19:44A-16 for more details on reportable contributions.

N.J.S.A. 19:44A-20.26 itemizes the parties from whom contributions must be disclosed when a business entity is not a natural person. This includes the following:
• individuals with an “interest” ownership or control of more than 10% of the profits or assets of a business entity or 10% of the stock in the case of a business entity that is a corporation for profit • all principals, partners, officers, or directors of the business entity or their spouses • any subsidiaries directly or indirectly controlled by the business entity • IRS Code Section 527 New Jersey based organizations, directly or indirectly controlled by the business entity and filing as continuing political committees, (PACs).

When the business entity is a natural person, “a contribution by that person’s spouse or child, residing therewith, shall be deemed to be a contribution by the business entity.” [N.J.S.A. 19:44A-20.26(b)] The contributor must be listed on the disclosure.

Any business entity that fails to comply with the disclosure provisions shall be subject to a fine imposed by ELEC in an amount to be determined by the Commission which may be based upon the amount that the business entity failed to report.

The enclosed list of agencies is provided to assist the contractor in identifying those public agencies whose elected official and/or candidate campaign committees are affected by the disclosure requirement. It is the contractor’s responsibility to identify the specific committees to which contributions may have been made and need to be disclosed. The disclosed information may exceed the minimum requirement.

The enclosed form, a content-consistent facsimile, or an electronic data file containing the required details (along with a signed cover sheet) may be used as the contractor’s submission and is disclosable to the public under the Open Public Records Act.

The contractor must also complete the attached Stockholder Disclosure Certification. This will assist the agency in meeting its obligations under the law. NOTE: This section does not apply to Board of Education contracts. * N.J.S.A. 19:44A-3(s): “The term "legislative leadership committee" means a committee established, authorized to be established, or designated by the President of the Senate, the Minority Leader of the Senate, the Speaker of the General Assembly or the Minority Leader of the General Assembly pursuant to section 16 of P.L.1993, c.65 (C.19:44A-10.1) for the purpose of receiving contributions and making expenditures.” Requirements for National Cooperative Contract
Doc #4, continued
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EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM
Required Pursuant to N.J.S.A. 19:44A-20.26
This form or its permitted facsimile must be submitted to the local unit no later than 10 days prior to the award of the contract.

Part I – Vendor Information
Vendor Name:

Address:

City: State: Zip:

The undersigned being authorized to certify, hereby certifies that the submission provided herein represents compliance with the provisions of N.J.S.A. 19:44A-20.26 and as represented by the Instructions accompanying this form.
_______________________ _______________________ ________________________ Signature Printed Name Title
Part II – Contribution Disclosure
Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all reportable political contributions (more than $300 per election cycle) over the 12 months prior to submission to the committees of the government entities listed on the form provided by the local unit.  Check here if disclosure is provided in electronic form Contributor Name Recipient Name Date Dollar Amount
$
 Check here if the information is continued on subsequent page(s) Doc #4, continued
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EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
List of Agencies with Elected Officials Required for Political Contribution Disclosure N.J.S.A. 19:44A-20.26
County Name:

State: Governor, and Legislative Leadership Committees
Legislative District #s:

State Senator and two members of the General Assembly per district.

County:

Freeholders County Clerk Sheriff
{County Executive} Surrogate
Municipalities (Mayor and members of governing body, regardless of title):

USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD

FROM THE PAY TO PLAY SECTION OF THE DLGS WEBSITE A
COUNTY-BASED, CUSTOMIZABLE FORM.

Doc #4, continued
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EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
DOC #5

STOCKHOLDER DISCLOSURE CERTIFICATION
Name of Business:
 I certify that the list below contains the names and home addresses of all stockholders holding 10% or more of the issued and outstanding stock of the undersigned.

OR
 I certify that no one stockholder owns 10% or more of the issued and outstanding stock of the undersigned.

Check the box that represents the type of business organization:
Partnership Corporation Sole Proprietorship
Limited Partnership Limited Liability Corporation Limited Liability Partnership Subchapter S Corporation
Sign and notarize the form below, and, if necessary, complete the stockholder list below.

Stockholders:

Name: Name:

Home Address: Home Address:

Name: Name:

Home Address: Home Address:

Name: Name:

Home Address: Home Address:

Subscribed and sworn before me this ___ day of ___________, 2__.
(Notary Public)
My Commission expires:
_________________________________
(Affiant)
________________________________
(Print name & title of affiant)
(Corporate Seal)
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DOC #6
Certification of Non-Involvement in Prohibited Activities in Iran Pursuant to N.J.S.A. 52:32-58, Offerors must certify that neither the Offeror, nor any of its parents, subsidiaries, and/or affiliates (as defined in N.J.S.A. 52:32 – 56(e) (3)), is listed on the Department of the Treasury’s List of Persons or Entities Engaging in Prohibited Investment Activities in Iran and that neither is involved in any of the investment activities set forth in N.J.S.A. 52:32 – 56(f).

Offerors wishing to do business in New Jersey through this contract must fill out the Certification of Non-Involvement in Prohibited Activities in Iran here:
http://www.state.nj.us/humanservices/dfd/info/standard/fdc/disclosure_investmentact.pdf.

Offerors should submit the above form completed with their proposal. 2772
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EXHIBIT G- NEW JERSEY BUSINESS COMPLIANCE
DOC #7

NEW JERSEY BUSINESS REGISTRATION CERTIFICATE
(N.J.S.A. 52:32-44)
Offerors wishing to do business in New Jersey must submit their State Division of Revenue issued Business Registration Certificate with their proposal here. Failure to do so will disqualify the Offeror from offering products or services in New Jersey through any resulting contract. http://www.state.nj.us/treasury/revenue/forms/njreg.pdf 2773
Q 2. *Please describe your company's capability of providing full service to all UC Locations.

Describe your distribution model, including the size and location of your company's distribution facilities, warehouses, and retail network, including any partner/VARs as listed in question 1. Include the number of MFD-certified technicians within a 30-mile radius of each location, ratio of service technicians for MFDs and Laser printers, certification process and training, and average field technician tenure?
How Ricoh’s Shipping Policies / Supply Chain Distribution Infrastructure Support Customer Needs
Ricoh USA operates an extensive and robust supply chain distribution infrastructure consisting of five Regional Fulfillment Centers (RFCs) in five states; 53 smaller distribution transfer centers located in 33 states (to include Alaska and Hawaii); two repair parts distribution centers in TN and CA; and three bulk supply distribution centers in GA and CA to support timely client expectations for superior support in today's demanding market place.

Each RFC includes a distribution center and a configuration center where equipment is prepared to meet custom client needs and staged for delivery to our customers. A list of our existing Ricoh RFCs follows:
 Tustin, CA—equipment and supplies (national distribution center)  Arlington, TX—equipment only
 Bolingbrook, IL—equipment and supplies
 Lawrenceville, GA—equipment and supplies
 Bethlehem, PA—equipment only
Each RFC is supported by numerous distribution transfer centers (18 transfer centers in 15 states) where "final mile—white glove" deliveries are performed (10 end-mile carriers). Ricoh has a private fleet of approximately 100 private fleet trucks approximately 100 employee drivers that provide timely and professional white-glove delivery and pickup services to meet client expectations for service. Ricoh's private fleet assets are further supported by regional partner core carriers that provide critical over-flow services to ensure all Ricoh client deliveries and/or pickups are performed in a timely manner.

Ricoh reviews order demands and cross-levels inventories between RFCs daily to ensure inventory shortfalls in one RFC are offset by the timely transfer of inventory assets from another RFC to meet critical client order demands.

Ricoh provides a host of dynamic supply chain solutions to support client supply chain needs and timely delivery expectations. Ricoh's Supply Chain solutions range from providing temporary loaner equipment to meet short term operational needs to managing client inventories of replacement equipment in our RFCs to ensure timely and dynamic distribution of equipment.

Finally, Ricoh has an extension equipment relocation process to manage the relocation or transfer of client equipment either within the same building or between different geographic locations.

Ricoh's Customer Interaction Team (CIT) operates staffs in GA and AZ to meet the client regional time zone demands for support.

Ricoh's extensive, industry leading Supply Chain infrastructure and processes provide our clients with a full range of professional and customer-focused solutions to meet their needs in an ever changing and demanding marketplace environment. Ricoh takes pride in knowing it is an industry leader in providing consummate Supply Chain solutions for our customers. 2774
Technician Certification and Tenure
The average tenure of a Ricoh technician exceeds 18 years, and our retention rate for these professionals is over 90%. Ricoh’s Technology Services consists of multiple job roles. Each requires the technician to be certified to maintain his or her current role. The certifications include a combination of internal and external options reflective of the work the technicians currently perform.

Ricoh Technology Services technicians are fully trained and factory-certified to repair equipment they support. Along with product/solution-specific training required to support their customer base, technical employees have industry certifications such as CompTIA and Microsoft certifications numbering in the thousands. Additionally, Ricoh technicians are certified by Sonicwall, Cisco, Linux, StorageCraft and EFI and hold numerous other vendor-specific certifications. Ricoh strongly recommends CompTIA A+, Net+ and Security+, and this initiative has resulted in our large base of CompTIA certified employees. CompTIA and Microsoft training and certifications are available options for each technical job category to meet job role expectations.

Ricoh Technology Services understands the value of industry certifications and encourages and supports our technicians’ efforts to add this training to their skillset. In total, our technicians average approximately 100 hours of technical training per year.

Certified Technicians Near UC Locations
Attached please find the number of Ricoh and Dealer Partner certified technicians located within a 30-mile radius of UC cities.

UCOP Direct and
Dealer 30 Miles 6.3.2
The requested ratio of service technicians for MFDs and Laser printers is confidential, however, rest assure Ricoh is sufficiently staffed and trained to support UC at agreed-upon levels. 2775
CITY # RICOH DIRECT TECHS # DEALER TECHS
AGOURA HILLS 32
ALHAMBRA 89
AMERICAN CANYON 29
ANAHEIM 87
ANTIOCH 35
ARCADIA 88
ATWATER 2
BENICIA 44
BERKELEY 55 9
BEVERLY HILLS 74
BRISBANE 44
BURBANK 70
CALABASAS 34
CALISTOGA 4
CAMARILLO 10
CARSON 89
CHINO HILLS 77
COSTA MESA 70
CULVER CITY 78
DAVIS 20 8
DUBLIN 55
EL CAJON 25
EL MONTE 90
EL SEGUNDO 82
EMERYVILLE 50
ENCINO 56
FOLSOM 16
FOUNTAIN VALLEY 81
FRESNO 9
FULLERTON 88
GLENDALE 80
GLENDORA 72
GOLETA 0
HAYWARD 58
HEMET 7
HOLLISTER 1
IRVINE 68
IRWINDALE 91
KENWOOD 8
LA MESA 25
LAFAYETTE 57
LAGUNA HILLS 46
LAKE ARROWHEAD 8 6
LIVERMORE 34
LONG BEACH 83
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LOS ANGELES 68
MALIBU 49
MANHATTAN BEACH 81
MARINA DEL REY 63
MERCED0
MOORPARK 18
MORAGA 58
NAPA 22
NEWHALL 31
NEWPORT BEACH 66
NORTHRIDGE 38
NORWALK 90
OAKLAND 54
OAKLEY 30
ORANGE 837
OXNARD 10
PALO ALTO 37
PANORAMA CITY 51
PARLIER04
PASADENA 86
PINOLE 50
PLAYA DEL REY 70
PLEASANT HILL 60
POMONA 73
PORTER RANCH 33
REDONDO BEACH 83
REDWOOD CITY 46
REEDLEY8
REPRESA 17
RICHMOND 48
RIVERSIDE 16
ROHNERT PARK5
ROLLING HILLS ESTATES 81
ROSEMEAD 90
SACRAMENTO 188
SALINAS02
SAN BERNARDINO 13
SAN DIEGO 27
SAN FRANCISCO 429
SAN JOSE 21
SAN LUIS OBISPO03
SAN MARCOS 22
SAN MATEO 42
SANTA ANA 81
SANTA BARBARA0
SANTA CLARA 26
SANTA CLARITA 21
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SANTA CRUZ 11
SANTA MONICA 64
SANTA PAULA 10
SCOTTS VALLEY 12
SIMI VALLEY 25
SOUTH SAN FRANCISCO 42
SPRING VALLEY 23
STANFORD 41
STOCKTON 17
SYLMAR 44
THOUSAND OAKS 19
TORRANCE 79
TURLOCK 7
TUSTIN 75
VALENCIA 20
VALLEJO 41
VAN NUYS 57
VENTURA 9
WALNUT CREEK 0 9
WEST COVINA 92
WEST HILLS 31
WEST SACRAMENTO 0 8
WESTLAKE VILLAGE 18
WHITTIER 95
WOODLAND 16 8
WOODLAND HILLS 40
YORBA LINDA 85
YOUNTVILLE 16
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Q 3. *Will your company’s employees who are responsible for providing Goods and Services to your customers conform to the following: Wear proper Uniform, Carry Badges with Picture ID, have passed background security checks, are bonded and insured? Please describe.

Ricoh Dress Code/Identification
All Ricoh service technicians who provide necessary on-site services will be easily identified by their professional business attire with clear Ricoh corporate logos on their dress shirts. All Ricoh service technicians will also have visible Ricoh identification badges with their picture ID.

Employee Background Check Policy
Ricoh strives to provide a safe working environment for its employees and customers, take appropriate steps to protect company assets, and make hiring decisions based on a comprehensive set of job-related criteria. To this end, Ricoh applies a pre-employment background check process that permits the company to obtain background information on each candidate who receives a bona fide offer for employment. The cost of the background check is borne by Ricoh.

Our standard background check for new hires includes:
 Social security trace
 National criminal search (including national sex offender registry)  County criminal search
 Prior employer screening
 OFAC, Prohibited Parties
 Highest level of education (exempt only)
 Motor vehicle record (driving roles only)
References are not part of the standard process, but our recruiter may decide to do them on a case-by-case basis. We do not run credit checks on individuals to be employed by Ricoh. At all times, Ricoh implements its policy in compliance with the federal Fair Credit Reporting Act (FCRA) and applicable state or local laws.

Policy Provisions
Each applicant completes an application. Those who receive offers are required to complete and submit a form authorizing Ricoh to obtain a background check report from an outside consumer reporting agency. Any candidate who refuses to provide this information and/or the necessary authorization is not considered for employment.

All candidates for employment must successfully complete the background screenings prior to their first day of employment. In the event that a candidate does not meet the requirements, they are notified and are given the opportunity to challenge or correct the information in compliance with the Fair Credit Reporting Act (FCRA).

In the event of a criminal conviction, Ricoh carefully considers all relevant circumstances, including, but not limited to, the date of the conviction, a history of repeat offenses, the presence and level of violence and other critical concerns. We do not consider convictions that have been expunged, pardoned or sealed from an applicant’s record. In addition, arrests not resulting in conviction are not a basis for denying employment.

If the decision to withhold an employment offer is based on a negative background check, we again notify the applicant of the decision.
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Ricoh may perform background checks on current employees in conjunction with promotion or transfer, or when it is otherwise deemed appropriate, to determine if the employment relationship should be continued.

An applicant may be refused employment, and a current employee may have employment terminated, if we determine that the applicant or employee falsified any information on the employment application. This policy applies regardless of whether the information obtained as a result of the background check, or otherwise, would have been a sufficient reason to deny or discontinue employment; any falsification is unacceptable.

Confidentiality
All information, including notification letters and results from outside consumer reporting agencies are kept confidential and are not used for any improper purpose. Such information is disclosed only to those who have a need to know or in accordance with applicable federal, state and local laws.

Employee Bonding
Ricoh does not typically bond employees. A more practical approach for a company of Ricoh’s size is a crime insurance policy covering third parties for loss arising from employee dishonesty. This is a much more flexible method of theft coverage, as opposed to generating a bond for every customer contract. We can provide a Certificate of Crime Insurance on request. 2780
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. 2781
Q 8. *Explain how your company proposes to resolve any complaints, issues or challenges. Please detail your company's problem resolution and escalation process for customer complaints and concerns.

Customer Service Escalation Procedures
Nothing is more important to us than consistent delivery of exceptional customer service. To build on and improve existing service levels, we have implemented a training program that focuses on the commitment to excellence in customer service. Within this program, all of our professionals are required to complete two five-hour modules: Setting the Customer Service Foundation and The Pride Model. The first module focuses on strategy, culture and values, and deals with setting, meeting and exceeding expectations. The second module focuses on partnership, responsiveness, integrity, differentiation and empowerment.

This program is only one example of our many customer-service-focused activities. An unrivaled focus on excellent customer service differentiates us from our primary competitors. The commitment to excellence starts at the top of the organization and permeates throughout.

General Customer Service Support Escalation Procedures
At any time, University of California may obtain customer service support from each of our representatives starting at the local service level and extending to the corporate level. Service representatives at the local level are assigned a high degree of autonomy to resolve customer needs as expeditiously as possible. Our local, regional and corporate personnel are available at any time to assist in resolving customer service issues.

Project-specific account management is responsible for service quality control. Working with University of California, we will develop customized procedures that reflect specific business requirements. These procedures will define the processes to be followed to achieve specific quality standards. This approach illustrates the type of quality processes inherent throughout our company.

We take the following general steps to correct any customer-reported instances of compromised service:
 Meet with local staff responsible for service delivery  Discuss the problem
 Determine a solution that is appropriate and acceptable to University of California  Formulate an action plan to avoid a recurrence
 Document the occurrence and resolution
 Include the core information in the next scheduled account performance review with our staff and University of California team members
Issue-specific Escalation Procedures
To ensure that University of California receives the highest quality of customer service, we have established escalation procedures that can be implemented depending on the nature of the specific service issue.

Equipment Service Resource Escalation
If University of California is not satisfied with the level of equipment service support provided by the assigned customer service technician (CST), the following escalation procedure can be applied. 2782
We will finalize specific contact information (e.g., names, phone numbers, e mail addresses) and communicate it to University of California after contract award and before implementation.

At any time, a customer may obtain customer service support from Ricoh representatives starting at the local service level and extending to the corporate level. Service representatives at the local level are assigned a high degree of autonomy to resolve customer needs as expeditiously as possible. Ricoh local, region, area and corporate personnel are also available at any time for resolution of customer service needs. Project-specific account management is responsible for service quality control. We work with each customer to develop customized procedures that reflect their specific requirements. These procedures define the processes necessary to meet quality standards. Standards defined within the procedures represent the type of quality processes inherent throughout Ricoh.

Ricoh takes the following general steps to correct any customer-reported instances of compromised service:
 Meet with local staff responsible for service delivery.  Discuss the problem.
 Determine a solution that is appropriate and acceptable to the customer.  Formulate an action plan to avoid a recurrence. Document the occurrence and resolution.

Include the core information in the next scheduled account performance review with Ricoh staff and customer team members.

Local Field
Technician,
Technology
Services
Field
Technology
Services
Manager
Area
Technology
Services
Director
Region Field
Operations
Manager
Region
Technology
Services
Director
Vice President,
Technology
Services
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Q 9. *Describe your order placement process. Provide all your ordering methods, order tracking, search options, order history, etc.

With approximately 200 nationwide locations, including five distribution/warehouse locations with in-house configuration shops, we can provide expedient product delivery in virtually any city across the U.S.

Description of a Typical Equipment Order
Throughout our engagement we will consult with University of California to identify specific business requirements and determine appropriate equipment configurations. We will incorporate these configurations into an equipment schedule as part of the agreed contracting vehicle. Our team and University of California may also identify acceptable alternative equipment choices during this process; these will be included on the equipment schedule, if required. During the life of the contract, authorized University of California representatives will be able to place equipment orders using any of the following methods:
 One centralized 800 number (for nationwide customers)  One local number to designated Ricoh account representative Facsimile/e-mail ordering The average process timeframe from order entry to manufacturer shipment is 15 business days (excluding remote areas and select dealer supported areas). We can fulfill most immediate needs from our network of warehouses. In back-order situations, we will work with University of California to determine the best course of action.

After an order is received through the agreed means, we will place the equipment order(s). Once equipment is available to be configured, contact will be made with University of California to schedule delivery. Equipment will arrive on the agreed-upon delivery date. Equipment is typically installed within 1 business day after delivery. After final installation and setup, we will provide the necessary user training.

If applicable, we ensure timely delivery and installation for remote locations and certain types of legacy equipment by partnering with third-party dealers and vendors. We hold third-party vendors to the same requirements that we must meet under the contract with the customer. In that case, we assume responsibility for agreed performance and customer service standards so that any transactions with third-party dealers will be transparent to University of California.

Our dedicated team responsible for all reporting, billing and consolidation of invoices, based on University of California parameters and requirements, will process and review all equipment orders related to the account.

Equipment Order Process Flow Diagram
The following flow diagram illustrates the typical order process for equipment. 2784
Establishment of Contract Agreement (Terms &
Conditions / Equipment Schedule finalized)
Consultation with Client to determine specific
equipment needs
Authorized Client Representative places
equipment order
Equipment Available?
Equipment Procured
Delivery arranged with Client
Setup/staging/testing – equipment configured
to customer requirements
Delivery/Installation at Client site
Provision of applicable end-user training
Yes
Alternate equipment determined with
Client (IAW with equipment schedule)
Confirmation to Client
No
Availability of equipment verified
with equipment manufacturer to
mitigate back orders
Entered into database for
tracking, reporting and invoicing
Via 1-800 Number
Via Local Number
Via Facsimile / Email
Via Web (if available)
Confirmation of installation for
tracking, reporting and invoicing
Account Representative processes equipment
order
Order Processing
This contract will be formally held by Ricoh. As such all authorized sales locations are able to secure an order from a contract customer (within their authorized county) and will route that purchase order directly to Ricoh.

Standard Orders
 Ricoh Customer submits all orders to the Ricoh direct or dealer Sales Representative  Ricoh Sales Representative reviews all order lines and prepares Internal Ricoh Order Entry Document
 Internal Order Entry Document and Ricoh order documents submitted to Ricoh Administration for processing (within 24 hours of receipt)  Order Management Log updated to reflect Installation Location, Ricoh Customer Contact and Order Submission Date
 Ricoh Administration/Order Processing Center confirms Order Number and scheduled shipment date (within 48 hours)
 Order Management Log updated
 Any backorders are noted with estimated shipment date  All equipment ships from Ricoh Distribution Centers directly to designated Ricoh Authorized Dealer/Branch for preinstallation setup (within 7-10 business days from receipt, excluding national backorders)
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 Customer Relationship Manager (CRM) contacts Ricoh Authorized Dealer/Branch to confirm receipt and scheduled installation date
 Equipment is installed at Ricoh State Contract Customer Site.  Installation confirmed by signature on Delivery & Acceptance form  Training performed either at time of installation or scheduled for an appropriate time  Order Management Log updated to reflect confirmed installation and training  CRM verifies billing and service information in Oracle Order Management System to confirm successful completion of order.

Emergency Orders
 Ricoh Customer submits emergency orders via e-mail to the Ricoh Sales Representative, including noting “Rush Shipment Requested – Delivery required by <DATE>”.  Ricoh Sales Representative prepares internal Order Entry Document and submits to Ricoh Administration.
 Ricoh Administration/Order Processing Center prioritizes order for processing  Equipment shipped via expedited freight from a Ricoh Distribution Center.  Upon shipment, CRM notifies designated Ricoh Authorized Dealer/Branch of Rush Shipment and confirms availability from installer for requested installation date.  Notification of Ricoh estimated installation date provided to Ricoh Customer within 48 hours of receipt of emergency order.
 Installation is confirmed in the manner detailed for Standard Orders.

Supply Order Process and Turnaround Time
Supply Order Placement
Customers may order supplies (e.g., toner, paper, staples), using the 1 of the 3 supply order options:
 Web-based ordering—Ricoh customers can use MyRicoh.com (described below) to order supplies and equipment, enter meter reads and request service  A toll-free telephone number to a dedicated supply representative available 7 AM—8 PM, Monday through Friday
 Fax and e-mail ordering
Supply Order Turnaround Time
Typically, supply orders placed before 2 pm local time ship the same day via regular ground service with an expectation of delivery in 3–5 business days. Emergency, next-day shipping is available to most areas for an additional fee.

MyRicoh.com
MyRicoh.com is a web-based fleet management tool that increases efficiencies and saves customers time. Each customer has their own MyRicoh.com website which includes personalized and contract-specific information accessible 24/7.

Access to MyRicoh.com is password-protected and all transactions are secured to ensure customer privacy. MyRicoh.com also allows customers to control which members of their organization can access the site—as well as what they can view when they login—by assigning 2786
roles based upon buying authority, approval management, meter collection responsibilities or service requests.

The following shows the MyRicoh.com features available now as well as the features that are coming soon:

MyRicoh.com is an interactive Web portal that enables our customers to conduct virtually all service, support and supply related transactions quickly and efficiently, 24 hours a day, in a secure 2787
and private online environment. With MyRicoh.com, your staff can complete administrative tasks according to a flexible, customized schedule, with maximum convenience.

MyRicoh.com is fully integrated with our back-end systems for invoicing, meter collection, and service dispatch. It allows us to automate many transactions and serve your account with unprecedented efficiency and accuracy. And it provides an immediate email response, so you can be sure your request was received and is in the pipeline. Highlights of MyRicoh.com include:
 Supplies Replenishment—Order pre-configured equipment and supplies according to contract pricing.
 Service request tracking—Place and track the status of service calls, and review the service history of any device in your enterprise (by serial number).  Meter Collection—Submit meter readings for automatic processing and a dramatic improvement in the accuracy and timeliness of meter billing.

How much does MyRicoh.com cost and what does it include? MyRicoh.com is offered free of charge to University of California contract users.

MyRicoh.com gives customers a secure, one-stop site for:
 24 hour unlimited access to your account information
 Supply orders
 Service requests
 Meter readings
What are the primary benefits for registering with MyRicoh.com?  Real-time account status
 Multiple password protected accounts accessible anywhere in the world via the Internet  24 x 7 access to contracted account shopping and browsing How do I register to use?
Register online at www.MyRicoh.com.com to gain access.
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Q 15. *How do you track and what type of documentation will be provided to verify your performance for the service categories listed above in Question 14? The performance of each of our service technicians is measured monthly, using a variety of metrics that focus on specific performance indicators related to customer satisfaction, productivity and technical competencies. These performance indicators include, but are not limited to, response time, equipment reliability, parts inventory management and customer satisfaction survey scores. Our field service managers apply a combination of information gained from field travel visits with the technician, customer feedback, service-call evaluations and objective service performance statistics to assess the quality of each technician’s work. Performance results are communicated to each technician monthly, and a formal performance appraisal takes place annually.

MyRicoh.com is available to customers 24/7, and provides a user-friendly, online self-service portal where our customers can manage their account and view documentations pertaining to service performance in real-time.

Customer Satisfaction Surveys
To evaluate the quality of our products, services and support, and to measure our performance against established standards, Ricoh distributes various satisfaction surveys to its customers.

These surveys are provided on a periodic basis—transactional, quarterly or annually.

Quarterly Customer Loyalty Study
Each quarter, a customer loyalty study is deployed to a random sample of Ricoh accounts.

Contacts for the survey are sourced from our CRM tool, with a focus on decision-makers. This brief 2789
survey is used to gauge our customer loyalty over time, measure functional satisfaction and drive improvements at the enterprise level and address account-specific concerns. Customers who need immediate attention based on survey responses are contacted by Customer Excellence. Survey results are also uploaded in real time to our CRM tool. Survey results are shared with various business leaders, and results are reported by customer segment, industry and geography. Survey questions include:
 Customer Loyalty
 Customer Experience
 Company Perceptions
 Functional Satisfaction
 Open Ended
Survey Methodology
Ricoh measures customer satisfaction and customer loyalty on an ongoing basis. Surveys are targeted by type of account (customer segment) and within the account by decision-makers and users. Surveys are deployed on various intervals such as annual, quarterly, monthly and transactional. In addition to measuring customer satisfaction, Ricoh uses a Customer Loyalty Index (CLI) to track loyalty by customer segments. CLI is based on three questions:
 Satisfaction
 Recommend
 Repurchase
Customers are considered loyal when they rate us 8 or 9 (on a 9-point scale) for all three questions. In 2015, Ricoh began using a Customer Experience Index (CXI) to gain further insight into overall customer satisfaction and loyalty. CXI is also based on three questions:
 Achieving Goals
 Easy to Do Business With
 Enjoyable to Do Business With
Forrester Research has found there is a strong correlation between a customer experience and overall customer loyalty. As surveys are completed, results are shared in real time with account owners in our CRM tool. Additionally, through the use of our survey management tool, we are able to provide real-time reporting and analysis of results with various business leaders and employees.

We have various triggers set up that allow us to direct a survey to our Customer Relations Team and other groups within Ricoh when a customer survey shows the need for immediate attention.

INSERT ROWS ABOVE THIS TO KEEP FORMULAS IN PLACE

COMMITMENT ACTION DOCUMENT

PRIORITY STATUS TARGET DATE LEGEND
CLIENT NAME: <insert client name here>
PROJECT NAME: <insert project name here>
PROJECT MANAGER: <insert project manager's name here>
<Client - Project Name> 1 Ricoh PMO | Action Item Log 2791 Q 17. *Describe your plan for quality management and process for continuous improvement of the program for the specified Goods and Services.

Process Improvement
At Ricoh, we are committed to providing excellence to improve the quality of living. This mission statement reflects Ricoh’s core purpose and focus—it is a statement of why we do what we do.

We provide excellence to our customers through innovative products, solutions and services that deliver new value and exceed customer expectations. We improve the quality of living through solutions that enhance the interface of people and technology, as well as the interface of people and the environment.

In support of this commitment to quality, Ricoh has an established Process Improvement Team.

The team consists of resources skilled in various process improvement methodologies and tools— including Six Sigma—which provides a framework for improvement efforts. Their objective is to lead continuous improvement throughout the organization by identifying and designing strategic improvement initiatives that cross all areas of our business. In addition to this team, other process improvement resources are aligned to support strategic functional areas of the business. Process improvement at Ricoh focuses on two key fundamentals closest to the customer: the “Voice of the Customer” and data-based decisions.

Ricoh’s process improvement commitment consists of the following four key platforms, working together to improve the experience for both internal and external customers.

Fact-based Management
Using both Six Sigma and Ricoh’s Fact-based Management methodology, our Process Improvement Team applies a proven approach to analyze the cause and effect of issues, and quantifies how changes can contribute to improving our business processes. After these experts understand current processes and investigate actual incidents or experiences to determine what actually happened, they are able to identify improvements that collectively solve the problem.

Process Reengineering
Process Reengineering is responsible for designing and implementing new cross-functional strategic improvement initiatives, by coordinating with existing process teams and subject matter experts throughout our business. Projects include large scale, complex processes that cross several 2792
functions. Projects are both customer- and business-focused—driven by critical customer and business needs.

Education and Governance
The Education and Governance team is focused on providing a consistent method, framework of tools and training for all areas of process improvement within Ricoh. This team supports both enterprise and functional process improvement teams to ensure that projects proceed according to a defined lifecycle and that each project delivers the expected results. This team also organizes executive reviews and provides summary reporting to functional executives and senior leadership.

Customer Excellence
Customer Excellence’s role within process improvement is to identify customer needs and values, provide customer insight to our business leaders and build a Customer First culture. These objectives are achieved through customer studies, complaint management, customer retention projects and employee education focused on our customer’s experience. 2793
Q 20. *What is your company’s business strategy regarding the following: 1. How often do you introduce new MFDs and Laser Printers? 2. Length of time of Parts and supplies availability for the discontinued models of MFDs and Laser Printers? 3. If your company does not manufacture equipment, how often do you replace your manufacturers and why? 4. Does your company carry in stock all common parts for quick access by your service personnel? 5.

Where are your parts depot locations? How quickly do you get parts to your field technicians?

1. Every 12—24 months

2. Ricoh guarantees parts support for Ricoh manufactured equipment for a period of up to five years from its discontinuance by Ricoh.

3. N/A

4. Our Supply Chain Management service parts organization continually focuses all initiatives on providing improved customer service for our technicians and customers. The timely and efficient repair and maintenance of contracted equipment depends on the availability of a comprehensive parts supply and an efficient distribution model. Our goal is to provide maximum uptime and productivity to our customers and effective support to our network of Ricoh technicians.

Parts Inventory: Planning and Control
Our Parts Inventory Planning & Control team’s goal is to balance a readily available supply of parts to meet customer service-level requirements, while maintaining asset control.

The majority of our parts inventory is planned in the SPC Japan REXUS system and our locally procured parts inventory is planned using the Servigistics Planning system. It is the role of the parts purchasing team to review key performance indicators (KPIs) and leverage experience and expertise to identify shortfalls stemming from these systems and adjust the planning systems accordingly. We plan for parts using a forecasted monthly average volume in conjunction with calculated safety stock and lead-time uplift (C-Stock).

Our parts inventories are replenished weekly with variable lead times based on source and availability.

Our Inventory Planning & Control initiatives include processes targeted to improve customer service. Inventory control activities are designed to improve our ability to have the right part in the right place at the right time to meet customer needs. This oversight includes managing over $100 million in parts inventories that are stored in two primary distribution centers and approximately 3,800 technician vehicle-stocking locations.

Our parts management directives are to monitor our monthly inventory performance and achieve goals based on KPIs. These KPIs include achieving targeted fill rates, inventory months on hand, inventory health, and shrinkage and obsolescence goals. The Parts Inventory Planning and Control team is also responsible for maintaining relationships with our suppliers and is another area used to drive improvements in our overall performance.

Parts Logistics: Warehouse and Distribution
As part of its centralized supply chain Initiatives, Ricoh has developed a logistical footprint within sourced warehouses in the U.S. We have over 300,000 square feet dedicated to the warehousing of our parts inventories within our primary warehouse in Nashville, TN, and a secondary warehouse in Bloomington, CA, which supports the West Coast, Canada and South America. These facilities are equipped with a warehouse management system 2794
(WMS) and state-of-the-art automation and are virtually paperless operations that target increased productivity and performance. On average, our warehouses ship 350,000 lines per month.

This application enables them to enter orders up to 5 pm local time for additional parts, which can be shipped for next-day delivery.

Our distribution operations also have established KPIs. These KPIs are driven by productivity metrics, including employee performance (e.g., lines shipped per employee, lines picked up per employee) and operational performance (e.g., same-day shipment, error ratio per lines shipped).

5. Ricoh USA currently operates a distribution infrastructure composed of five Regional Fulfillment Centers (RFCs). Each RFC includes a distribution center and a configuration center, where equipment is staged for delivery to our customers, one of which is in Tustin, CA.
 Tustin, CA (Ricoh – National Distribution Center (NDC)) - equipment and supplies.

Hours: 7am - 5pm PST
Our service technicians receive parts to replenish their vehicle inventory twice weekly, and they base their inventory on typical needs of their designated customers. This inventory provides approximately 85% of the parts needed to repair customer units. A technician may obtain parts that are not in inventory from either a local co-worker, a regional or national warehouse (via overnight delivery), which occurs less than 1% of the time. 2795
Q 21. *Please describe in detail your company’s delivery and installation capabilities, including fulfillment process from UC purchase order submission to delivery.

Ricoh USA operates an extensive and robust supply chain distribution infrastructure consisting of five Regional Fulfillment Centers (RFCs) in five states; 53 smaller distribution transfer centers located in 33 states (to include Alaska and Hawaii); two repair parts distribution centers in TN and CA; and three bulk supply distribution centers in GA and CA to support timely client expectations for superior support in today's demanding market place.

Each RFC includes a distribution center and a configuration center where equipment is prepared to meet custom client needs and staged for delivery to our customers. A list of our existing Ricoh's RFCs follows:
 Tustin, CA—equipment and supplies (national distribution center)  Arlington, TX—equipment only
 Bolingbrook, IL—equipment and supplies
 Lawrenceville, GA—equipment and supplies
 Bethlehem, PA—equipment only
Each RFC is supported by numerous distribution transfer centers (18 transfer centers in 15 states) where "final mile—white glove" deliveries are performed (10 end-mile carriers). Ricoh has a private fleet of approximately 100 private fleet trucks approximately 100 employee drivers that provide timely and professional white-glove delivery and pickup services to meet client expectations for service. Ricoh's private fleet assets are further supported by regional partner core carriers that provide critical over-flow services to ensure all Ricoh client deliveries and/or pickups are performed in a timely manner.

Finally, Ricoh has an extension equipment relocation process to manage the relocation or transfer of client equipment either within the same building or between different geographic locations.

Ricoh's Customer Interaction Team (CIT) operates staffs in GA and AZ to meet the client regional time zone demands for support.

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Richmond City CouncilOctober 17, 2023

Richmond City Council
October 17, 2023