FEES

EXHIBIT A TO SERVICE ORDER MASTER AGREEMENT - FEES, LOCATIONS, SERVICES AND PERSONNEL

As of the Service Order Effective Date:

Minimum Service Fee: Customer shall pay the [monthly/quarterly] minimum service fee ("Minimum Service Fee") for the Services set forth below and subject to the terms of the Scope of Work attached hereto as Exhibit B. The Minimum Service Fee will be increased by the mutually agreed amount set forth in the Agreement or any Additional Service Addenda in a form to be agreed upon by the parties.

• Minimum Service Fee shall be $11,883 per month
• Ricoh shall invoice Customer for the Minimum Service Fee and any other base recurring charges that may be agreed to by Ricoh and Customer in the form of an amendment to this Service Order. Additional charges incurred by Customer during the billing period in excess of the Minimum Service Fee (i.e., image charges and overtime charges as set forth herein) will be billed in arrears.
• Separate from the Minimum Service Fee listed above, Customer will be charged:
• Overtime: When Customer workload requires the Services to be provided beyond Normal Operating Hours (defined below), Ricoh will provide overtime Services and will invoice Customer for such overtime. Overtime will be charged at [\25.00] per hour per Personnel for week nights and [\30.00] per hour per Personnel for weekends and holidays, with a four (4) hour per Personnel minimum overtime shift when the overtime is not directly adjacent to Normal Operating Hours. [Ricoh shall require prior Customer approval for all overtime Services.]
• Equipment Moves: Charges to move equipment (for distances greater than _____ (___) miles) -

Freight, Delivery, and Mailing Costs: If Customer contracts for Ricoh to perform mail and courier services, Customer shall pay all postage/mailing expenses (meter rentals), any reasonable fuel surcharges assessed from time to time, courier and/or carrier fees directly as deemed necessary to provide the Services. Ricoh shall not bear or be responsible for any costs related to Customer's freight, delivery and/or mail costs and, to the extent Ricoh pays such costs, Customer shall reimburse Ricoh.

Termination of Services: To the fullest extent permitted by applicable law, in the event (i) Customer terminates this Service Order for its convenience pursuant to Section 5 of the Agreement or (ii) Ricoh terminates this Service Order pursuant to a Customer default under Section 6 of the Agreement, the parties agree that Customer will pay the “Service Termination Fee” to Ricoh. The Service Termination Fee shall be equal to: (a) Ricoh’s unamortized costs in implementing the Services including, but not limited to, costs relating to vehicles, computers, mail/copy equipment, printers, scanners, etc., (b) amounts paid with respect to any software and/or services fees that Ricoh has paid in advance and which are non-reimbursable, and (c) amounts paid to Personnel as severance as a result of any termination of Services. With respect to the Service Termination Fee, Ricoh will submit an invoice to Customer with supporting detail to Customer representing the foregoing costs, which Customer shall pay to Ricoh within thirty (30) business days of receipt of invoice. The parties acknowledge and agree that such payment will be due and payable to Ricoh in respect of unamortized costs incurred by Ricoh associated with the implementation of the Services, as more fully described in the Service Order. If Customer terminates this Service Order pursuant to a Ricoh default under Section 6 of the Agreement, Customer shall not be obligated to pay the Service Termination Fee.

LOCATIONS

Ricoh will perform the Services at the following Customer location(s):

400 East Main Street Frankfort, Kentucky 40601

Customer and Ricoh may agree to add Customer locations over the term of this Service Order, and any such additional locations will be documented by an "Additional Service Locations Addendum" to this Service Order signed by both parties.

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