HomeMy WebLinkAboutCC Resolution 12268 (High Volume Copier; Ikon Office Solutions)RESOLUTION No. 12268
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SAN RAFAEL WAIVING COMPETITIVE BIDDING
REQUIREMENTS OF CHAPTER 2.55 OF THE SAN
RAFAEL MUNICIPAL CODE AND APPROVING AND
AUTHORIZING THE CITY MANAGER TO EXECUTE, A
THREE YEAR LEASE WITH IKON OFFICE SOLUTIONS,
INC. FOR A HIGH VOLUME COPIER, IN AN AMOUNT NOT
TO EXCEED $78,000.
WHEREAS, the City of San Rafael operates a Print Shop and an offset
printing press for the printing needs of all City departments including the
reproduction of all meeting materials for the City Council and the Redevelopment
Agency; and
WHEREAS, the City's current offset printing press is outdated and, in order
to function, requires off -set printing plates which are no longer manufactured; and,
the current printing plates will no longer be operable within the next forty-five (45)
days; and, consequently, the City's printing press will cease to function within that
period of time; and
WHEREAS, without an operable printing press, the City would be required
to send out all of its printing work resulting in an enormous increase in cost and in
great disruption to the orderly process of City administration;
WHEREAS, San Rafael Municipal Code Section 2.55.070 authorizes the
City Council to waive competitive bidding requirements for "other valid
considerations" and the City Council finds that, in this circumstance, there exist
valid considerations to waive competitive bidding including, but not limited to, cost
efficiency and time savings; and further finds that there would be no economic
benefit achieved in this situation as a result of the bidding process;
WHEREAS, City staff conducted and completed an RFP process to
evaluate and compare differing printing solutions offered by three separate
vendors but staff has determined that the RFP process was deficient;
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of
San Rafael, determines as follows:
1. All of the above recited facts and those contained in the
accompanying staff report are true and correct.
2. Based upon the facts presented herein, presented by staff and
contained in the staff report, the Council finds that there exist valid
considerations justifying the waiver of the bidding requirements of
Chapter 2.55 of the San Rafael Municipal Code
3. The Council hereby approves and authorizes the City Manager to
execute a three year lease agreement with IKON Office Solutions,
Inc., in a form approved by the City Attorney, for the installation
and support of a high volume copier in an amount not to exceed
4. The Council hereby authorizes the City Manager to take any and
all such actions and make changes as may be necessary to
accomplish the purpose of this Resolution.
I, Jeanne M. Leoncini, Clerk of the City of San Rafael, hereby certify that the
foregoing Resolution was duly and regularly introduced and adopted at a regular
meeting of the City Council of the City of San Rafael, held on Monday, the 4t' of
June, 2007, by the following vote, to wit:
AYES: Councilmembers: Heller, Miller, Phillips and Vice -Mayor Cohen
NOES: Councilmembers: None
ABSENT: Councilmembers: Mayor Boro
�� Jeanne M. Leoncini, City Clerk
Mill Lq FARhy.MUG M11111 Document Efficiency
At Work.'"
�. M2:', Product Schedule Number:
Master Agreement Number:
This Schedule ("Schedule") is made part of the Alaster Agreement ("Alaster Agreement") identified on this Schedule between IKON Office Solutions, Inc. ("we" or "us") and
San Rafael, City Of _ as Customer ("you"). All terms and conditions of the Alaster Agreement are incorporated into this Schedule and
made a part hereof. It is the intent of the parties that this Schedule be separately enforceable as a complete and independent agreement, independent of all other Product Schedules
to the Alaster Agreement.
CUSTOMER INFORMATION
San Rafael City of San Rafael City of
Customer (Bill To) Product Location
1400 5th Ave 207 1400 5th Ave Parking Lot Trailer
Address Address
SAN RAFAEL Marin CA 94901 SAN RAFAEL Marin CA 94901
Citv County State Zip Citv Count, State Zit)
Customer Contact Name: Customer Telephone Number: Fax Number/E-mail Address:
Mark Rinkel I (415) 458-5302 I (415) 482-7815/mark.dnkel@cityofsanrafael.org
PRODUCT DESCRIPTION ("PRODUCTS")
Quantity Description: Make, Model & Serial Number Quantity Description: Make, Model & Serial Number
1 RICOH COPIER MP1100
PAYMENT SCHEDULE
Minimum Term (mos.) Minimum Payment Payment Due: Advance Payment
36
(Without Tax) � Monthly Quarterly Apply A l to 1st Month'sPint.
$ 1963Other
Other
Sales Tax Exempt: ❑ Yes (Attach Exemption Certificate) Customer Billing Reference Number (P.OJ, 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. The delivery date is to be indicated by signing a separate acceptance form.
2. You, the undersigned Customer, have applied to us to rent the above-described items ("Products") for commercial (non -consumer) purposes. Except with respect
to the express non -appropriations rights set forth in the Agreement, THIS IS AN UNCONDITIONAL, NON -CANCELABLE AGREEMENT FOR THE
MINIMUM TERM INDICATED ABOVE. If we accept this Schedule, you agree to rent the above Product(s) from us, and we agree to rent such Product(s)
to you, on all the terns hereof, including the Terms and Conditions on the Master Agreement. THIS WILL ACKNOWLEDGE THAT YOU HAVE READ
AND UNDERSTAND THIS SCHEDULE AND THE MASTER AGREEMENT AND HAVE RECEIVED A COPY OF THIS SCHEDULE AND
THE MASTER AGREEMENT.
3. Additional Provisions (if any) are:,.
THE PERSON SIGNING THIS AGREEMENT ON BEHALF OF THE CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY
TO DO SO.
IER J
XTitle:City
K�h.,
Accepted by:
-ICO OFFICE SOL IONS, INC.
X �/cIt
Mgr.Date:6ji/n/ol
CC/ La :�-J4�
Date:lSigner
KEN N Ri]HOFF. f.i M�rgpr
Au�d)urized Signer
V
_y
(Authorized Signer's printed name)
ATTEST: n,.
1,
(Authorized Signer's printed name)
JEA M. LEONCI City erk
IKON: Document Effic ency At Work"' and IKON Office Solutions' are trademarks of IKON Office Solutions,
Inc,
s&LG Product Schedulc 4.04
_, .. IKON WOb Sales Fottt t. , . t.n f 41[7,1 C
l A i ;f i [tlZ rl
Master Agreement
Mail., �—
I- Document Efficiency
L
At Work."
EXHIBIT A
Farre of Legal Opinion
(This form is not to be executed, but is to be retyped on the letterhead of counsel)
To: IKON OFFICE SOLUTIONS, INC.
RE: Schedule No. ("Schedule") to Master Agreement No. between
IKON Office Solutions, Inc. and
Ladies and Gentlemen:
I am counsel to (the "Customer"). I am familiar with the above referenced
Schedule by and between IKON Office Solutions, Inc. ("IKON") and the Customer relating to the lease of certain
equipment identified therein (the "Equipment"). Based on my examination of the Schedule and such other documents,
records and papers as I deem to be relevant and necessary as the basis for my opinion set forth below, it is in my
opinion that:
1. The Customer is or a lawfully constituted political subdivision or agency thereof
and is authorized by the Constitution and laws of the State of to enter into the transac-
tion contemplated by the Schedule and to carry out its obligations thereunder.
2. The Schedule set forth above has been duly authorized, executed and delivered by the Customer and constitutes a
valid, legal and binding agreement enforceable in accordance with its terms, except as such enforceability may be
limited by insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general
equitable principles
3. No further approval, consent or withholding of objections is required from any federal, state or local governmental
authority with respect to the entering into or performance by the Customer of the Schedule and the transaction
contemplated thereby.
4. The entering into and performance of the Schedule and other related documents will not violate any judgment, order,
law or regulation applicable to the Customer or result in any breach of, or constitute a default under, or result in the
creation of any lien, charge, security interest or other encumbrance upon any assets of the Customer or the Equipment
pursuant to any indenture, mortgage, deed of trust, bank loan, credit agreement or other instrument by which the
Customer is a party or by which it or its assets may be bound.
5. There are no actions, suits or proceedings pending or, to the knowledge of the Customer, threatened against or affecting
the Customer in any court or before any government commission, board or authority, which, if adversely determined,
will have a material adverse effect on the ability of the Customer to perform its obligation under the Schedule.
6. The Equipment is personal property and, when subject to use by the Customer, will not be or become fixture(s) under
the laws of the State where the Customer is using the Equipment.
7. All required public bidding procedures regarding an award of this Schedule have been followed by the Customer.
8. The Customer shall be the only entity to possess, operate and use the Equipment during the Term of the Schedule.
Very truly yours,
By:
Name:
Title:
Date:
IKON: Document Efficiency at Works", Many Solutions, One Company1m, and IKON Office Solutions° are trademarks of IKON Office Solutions, Inc.
State and Local Government.
Document Efficiency
Master Agreement At WorV
CUSTOMER: Number:
Full Legal Name: ,t/
00
Address: ,,,,,,//)) ,Q
Ci State: Zip: Contact: 4441— fly./h ke- / Phone:
Facsimile Number: 7/J 7 u — %flJ E-mail Address:
This Master Agreement ("Master Agreement") has been written in clear, easy to understand English. When we use the words "you", "your" or "Customer" in this Master Agreement,
we mean you, our customer, as indicated above. When we use the words "we", "us", or "our" in this Master Agreement, we mean IKON Office Solutions, Inc. Our corporate office
is located at 70 Valley Stream Parkway, Malvern, PA 19355.
1. Agreemen . We agree to rent to you, and you agree to rent from us, subject to the
terms of this Master Agreement, the personal and intangible property described in any
equipment schedule (a "Schedule") executed by you and us and incorporating the terms
of this Master Agreement by reference. Each Schedule shall be separately enforceable
as a complete and independent agreement, independent of all other Schedules to this
Master Agreement. The personal and intangible property described on a Schedule
(to ether with all attachments, replacements, parts, substitutions, additions, repairs,
and accessories incorporated in or affixed to the property and any license or subscrip-
tion rights associated with the property) will be collectively referred to as "Product".
The manufacturer and/or vendor of the tangible Product shall be referred to as the
"Vendor." To the extent the Product includes intangible property or associated services
such as periodic software licenses andprepaid data base subscription rights, such intan-
gible property shall be referred to as the "Software."
1. Schedules: ��e+llve- and Acr.�ptance. Each Schedule that incorporates this Master
Agreement shall be govemed by the terms and conditions of this Master Agreement,
as well as the terms and conditions set forth in such individual Schedule. The termi-
nation of this Master Agreement will not affect any Schedules executed prior to the
effective date of such termination. When you receive the Product, you agree to inspect
it to determine it is in good working order. Scheduled Payments (as specified in the
applicable Schedule) will begin on the Product delivery and acceptance date ("Effective
Date'). You agree to sign and return to us a delivery and acceptance certificate (which,
at our request, may be done electronically) within three business days after any Product
is installed.
3. TPav�n
en(..j. The first scheduled Payment (as specified in the applicable Schedule)
)( ent ) will be due on the Effective Date. The remaining Payments will be due
on e same day of each subsequent month, unless otherwise specified on the appli-
cable Schedule. If any Payment or other amount payable under any Schedule is not
paid within ten days of the due date, you will pay to us, in addition to that payment, a
one-time late charge of 5% of the overdue payment (but in no event greater than the
maximum amount allowed by applicable law). You also agree that, except as expressly
stated in Section 19 below, THIS IS AN UNCONDITIONAL, NON -CANCEL-
ABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ON ANY
SCHEDULE TO THIS MASTER AGREEMENT. All payments to us are "net" and
are not subject to set off or reduction.
4. Protet Llocaq'on: Use and Reglit. You will keep and use the Product only at the Prod-
uct Location shown in the applicable Schedule. You will not move the Product from
the location specified in the applicable Schedule or make any alterations, additions or
replacements to the Product without our prior written consent, which consent will not
be unreasonably withheld. At your own cost and expense, you will keep the Product
eligible for any manufacturer's certification as to maintenance and in compliance with
applicable laws and in good condition, except for ordinary wear and tear. You may
elect to separately engage us to provide maintenance and support services pursuant
to a separate agreement for such purpose ("Maintenance Agreement"). All alterations,
additions or replacements will become part of the Product and our property at no cost
or expense to us. We may inspect the Product at any reasonable time.
5. Taxes and Fees. In addition to the payments under this Master Agreement, to the
extent you are not exempt under applicable law, you agree to pay all applicable taxes,
fees, and filing costs related to the use of the Product, even if billed after the end of
the tetra of this Master Agreement or any Schedules. If we are required to file and pay
Stax, you agree to reimburse us. If you are required to file and pay the taxes
directly to the tax collector, we will notify you.
6. Warranties. We transfer to you, without recourse, for the term of each Schedule, any
written warranties made by the with
or Software Supplier (as defined in Section 10 of
this Master Agreement) with respect to the Product rented pursuant to such Schedule.
YOU ACKNOWLEDGE THAT WE DO NOT MANUFACTURE OR DESIGN
THE PRODUCT. YOU ACKNOWLEDGE THAT WE DO NOT REPRESENT
THE MANUFACTURER, AND THAT YOU HAVE SELECTED THE PROD-
UCT BASED ON YOUR OWN JUDGMENT AND YOU HEREBY AFFIR-
MATIVELY DISCLAIM RELIANCE ON ANY ORAL REPRESENTATION
CONCERNING THE PRODUCT MADE TO YOU. However, if you enter into a
Maintenance Agreement with us with respect to any Product, no provision, clause or
paragraph of this Master Agreement shall alter, restrict, diminish or waive the rights,
remedies or benefits that you may have against us under such Maintenance Agreement.
WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER
WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. AS TO US, YOU RENT THE PRODUCTS "AS -IS". YOU AGREE
THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE ARE
NOT RESPONSIBLE FOR, AND YOU WILL NOT MAKE ANY CLAIM
AGAINST US FOR, ANY CONSEQUENTIAL, SPECIAL, OR INDIRECT DAM-
AGES.
7. j_osS or arnage. You are responsible for any theft, destruction of, or damage to, the
Product (collectively, "Loss") from any cause at all, whether or not insured, from the
time of Product delivery to you until it is delivered to us at the end of the Schedule. You
are required to make all Payments even if there is a Loss. You must notify us in writ-
ing immediately of any Loss. Then, at our option, you will either (a) repair the Prod-
uct so that it is in good condition and working order, eligible for any manufacturer's
certification, (b) pay us the amounts specified in Section 12 below, or (c) replace the
Product with equipment of similar age and capability from us.
3. Claims. Liability and Insurance. (a) To the extent permitted by applicable law, the
parties to this Master Agreement will defend and hold each other harmless from all
claims 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 negligence or inten-
tional acts or omissions of the indemnifying party. (b) Because you have sole posses-
sion and control of the Product, you are responsible for any damage, injury or loss
caused by (or to) the Product resulting from the use, misuse or possession of the Prod-
uct or any accident or other casualty relating to the Product. We are responsible for
damage or injury to third persons to the extent the damage or injury is caused by our
negligent acts or omissions. You agree to maintain insurance to cover the Product for
all types of loss, including, without limit, theft, in an amount not less than the full
replacement value and you will name us as an additional insured and loss payee on
your insurance policy. Such insurance will provide that we will be given thirty (30)
days' advance notice of any cancellation. You agree to provide us with evidence of such
insurance in a form reasonably satisfactory to us. If you are self-insured with respect
to the Product(s), you shall maintain during the term of each Schedule to this Master
Agreement a self-insurance program reasonably satisfactory to us and shall provide to
us evidence of such program. In the event of loss or damage to the Product, you agree
to remain responsible for the payment obligations under this Master Agreement until
the payment obligations are fully satisfied.
9. Title Recorijing. We are the owner of and will hold title to the Product (except for
any Sioftware . You will keep the Product free of all liens and encumbrances. Except
as reflected on any Schedule, you agree that this Master Agreement is a true rental.
However, if any Schedule is deemed to be intended for security, you hereby grant to us
a purchase money security interest in the Product covered by the applicable Schedule
(including any replacements, substitutions, additions, attachments and proceeds) as
security for the payment of the amounts under each Schedule. You authorize us to
file a copy of this Master Agreement and/or any schedule as a financing statement
and you agree to promptly execute and deliver to us any financing statements cover-
ing the Product that we may reasonably require; provided, however, that you hereby
authorize us to file any such financing statement without your authentication to the
extent permitted by applicable law.
10. Software or Intangjhle�. To the extent that the Product includes Software or other
Intangibles, you understand and agree that we have no right, title or interest in the
Software and you will comply throughout the term of this Master Agreement with
any license and/or other agreement ("Software License") entered into with the sup-
plier of the Software ("Software Supplier"). You are responsible for entering into any
Software License with the Software Supplier no later than the Effective Date.
11. Defaul . Each of the following is a "Default" under this Master Agreement and all
Schedules: (a) you fail to pay any Paymentor any other payment within 30 days of its
due date, (b) any representation or warranty made by you in this Master Agreement is
false or incorrect and/or you do not perform any of your other obligations under this
Master Agreement or any Schedule and/or in any other agreement with us or with any
Of
our affiliates and this failure continues for 10 days after we have notified you of it,
or (c) you become insolvent, you dissolve or are dissolved, or you assign your assets
for the benefit of your creditors, or you file or have filed against you any banlmtptcy
or reorganization proceeding.
12. Remedies. If a Default occurs, we may do one or more of the following: (a) we may
cancel or terminate this Master Agreement and/or any or all Schedules, or any or
all other agreements that we have entered into with you; (b) we may require you to
immediately pay to us, as compensation for loss of our bargain and not as a penalty,
a sum equal to (i) all past due Payments and all other amounts then due and payable
under this Master Agreement or any Schedule; and (ii) all unpaid Payments for the
remainder of the term of each Schedule plus our anticipated value of the Product at
the end of the initial term of any Schedule (or any renewal of such Schedule), such
unpaid Payments and anticipated value to be discounted to present value at a rate
equal to e5% per year to the date of default. We agree to apply the net proceeds (as
specified below in this Section) of any disposition of the Product to the amounts that
you owe us; (c) we may require you to deliver the Product to us as set forth in Sec-
tion 14; (d) we or our representative may peacefully repossess the Product without
court order and you will not make any claims against us for damages or trespass
or any other reason; (e) we may exercise any and all other rights or remedies avail-
able to a lender, secured party or lessor under the Uniform Commercial Code
("UCC"), including without limit, Article 2A of the UCC, and at law or in equity;
(f) immediately terminate your right to use the Software including the disabling (on-
site or by remote communication) of any Software; (g) demand the immediate return
and obtain possession of the Software and relicense the Software at a public or private
sale; (h) cause the Software Supplier to terminate the Software License, support and
:J ! �1 iM--mu
Credit Application Number:
9;Document Efficiency
CUSTOMER INFORMATION At Work. '
Business Legal Name:
Address: City: State: Zip:
County: Phone: Tax ID:
Trade Style/DBA Name: Nature of Business:
Type of Business: ❑ Non -Profit ❑ Proprietorship ❑ Partnership ❑ Private Corp ❑ Public Corp. Date Established:
D & B Rating: D & B Number: Marketplace:
BANK REFERENCES
Bank Name/Branch
Current IKON Customer?
TRADE REFERENCES
Firm Name
PRINCIPALSIOWNERS
Full Name Title
PRODUCTS
IKON Supplier:
Sales Professional:
Payments: ❑ Monthly
Contact Officer
❑ Yes
Contact
Address
❑ No
Phone Account No.
Cit.v, State Phone
Product Description:
Location:
❑ Quarterly ❑ Other
By signing below, you affirm that the information provided above is true and
correct to the best of your knowledge and agree that IKON Office Solutions,
IKON Financial Services and/or their respective designees (and any assignee
or potential assignee thereof), may conduct a credit investigation contacting
the above references, and order a consumer credit report(s) where a personal
guaranty may be required. A photostatic or facsimile copy of this authoriza-
tion shall be valid as the original. Provided credit is granted, we may without
further notice to you, use or request subsequent credit bureau reports (1) to
update our information, (2) in connection with a renewal or extension, (3) in
connection with your request for additional services.
If your revenues are less than $1 million, and the application for business
credit is denied, you have the right to a written statement of the specific
reasons for denial. To obtain the statement, please contact our Customer
Service Manager within 60 days from the date you are notified of our
decision. We will send you a written statement of reasons for the denial
within 30 days of receiving your request for the statement.
NOTICE: The Federal Equal Credit Opportunity Act prohibits creditors
from discriminating on the basis of race, color, religion, national origin, sex,
marital status or age (provided the applicant has the capacity to enter into a
binding contract).
City State
Payment Amount $
CK SV LN
Account No.
Zip SSN
Term in Months:
BANK AND TRADE CREDIT INFORMATION RELEASE AUTHORIZATION
To: The bank and trade reference(s) shown above.
Please accept this authorization to disclose to IKON Office Solutions, IKON
Financial Services and/or their respective designees (and any assignee or potential
assignee thereof), customer information you would normally release to a prospec-
tive creditor including: length of time account has been active, average monthly
balances, how the account has been handled, and details of any lending relation-
ship.
AUTHORIZED SIGNATURE
X
Name
Title
Date
Document Efficiency
At Work.'
Choose the supporting invoice option
that accommodates your business needs.
SINGLE AGREEMENT OPTIONS
(may have one or many pieces of equipment)
❑ Standard Invoice
❑ Multi -Asset Billing Support
❑ Detailed Invoice Support
_Agreement Number
_Cost Center
Location Address
_Department
_Purchase Order Number
Make/Model
Serial Number
MULTIPLE AGREEMENT OPTIONS
(may have one or many pieces of equipment)
❑ Combined Agreement Invoice
Multi -Agreement Billing Support
❑ Detailed Invoice Support
_Agreement Number
_Cost Center
Location Address
_Department
_Purchase Order Number
_Make/Model
Serial Number
IMAGE MANAGEMENT AND LEASE PLUS OPTIONS
(include charges for rent and maintenance,
based on customer contracted minimums)
❑ Standard Invoice — Available for single -asset agreements.
It can be accompanied by Detailed Invoice Support.
❑ Combined Agreement Invoice
❑ Detailed Invoice Support
_Agreement Number
_Purchase Order
Model/Serial
Location Address
_Department
Effective Date and Term
❑ Additional Fields (Select up to 4 of 6)
_Contact Name
_Equipment ID#
Site Information
_Cost Center
_Asset Message
_Months Run
■
STEP 1:
Select Option A, B, or C.
STEP 2:
Choose an invoice support option and place a
check in the appropriate box.
STEP 3:
Select the order of the fields for sorting by
numbering your preferred order, beginning
with 1. You may select up to 4 of 6 additional
information fields.
STEP 4:
For New Customers Only
Preferred Payment Due Date:
(1st through 25th)
Payment Method. Please circle one of the
following options (invoices are not generated
with EFT payment method):
Check EFT Corporate Credit Card
Billing Contact:
E-mail Address:
Phone Number:
( ) Ext.:
A customer service representative may contact you
14.
16.
other services under the Software License, and/or (i) at our option, to sell, re -lease, or
otherwise dispose of the Product under such terms and conditions as may be acceptable
to us in our discretion. You agree to pay all of our costs of enforcing our rights against
you, including reasonable attorneys' fees, and all costs related to the sale or disposition
of the Product including, without limit, incidental damages expended in the reposses-
sion, repair, preparation, and advertisement for sale or lease or other disposition of the
Product. If we take possession of the Product (or any Software, if applicable), we agree
to sell or otherwise dispose of it with or without notice, at a public or private disposi-
tion, and to apply the net proceeds (after we have deducted all costs, including reason-
able attorneys' fees) to the amounts that you owe us. You agree that if notice of sale is
required by law to be given, 5 days' notice shall constitute reasonable notice. You will
remain responsible for any deficiency that is due after we have applied any such net pro-
ceeds.
Assignment. YOU HAVE NO RIGHT TO SELL, TRANSFER, ENCUMBER,
SUBLET OR ASSIGN THE PRODUCT OR THIS MASTER AGREEMENT OR
ANY SCHEDULE WITHOUT OUR PRIOR WRITTEN CONSENT (which con-
sent shall not be unreasonably withheld). You agree that we may sell or assign any of our
interests without notice to you. In that event, the assignee will have such rights as we
assign to them but none of our obligations (we will keep any such obligations) and the
rights of the assignee will not be subject to any claims, defenses or set -offs that you may
have against us. Ifyou have entered into a maintenance, service or supply agreement with
us, such agreement will remain in full force and effect with us and will not be affected
by any such ass'gnment. You agree to acknowledge any such assignment in writing if
so requested and 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 regula-
tions promulgated thereunder.
$enewal: Re..mrn of Product. After the minimum term of any Schedule to this Master
Agreement, such Schedule will renew on a month-to-month basis unless either party
notifies the other in writing at least 30 days prior to the expiration of the minimum term
of such Schedule. At the end of or upon termination of each Schedule, you will imme-
diately return the Product subject to such expired Schedule to us (or our designee), to
the location designated by us, in as good condition as when you received it, except for
ordinary wear and tear. We will bear the shipping charges so long as replacement equip-
ment is selected from IKON. Otherwise, you will bear all expenses of deinstalling, crat-
ing and shipping the Product. You will insure the Product for its full replacement value
during shipping. You must pay additional monthly payments, at the same rate as then
in effect under a Schedule, until the Product is returned by you and is received in good
condition and working order by our designee or us.
Miscellageous. You agree that the terms and conditions contained in this Master Agree-
ment and in each Schedule make up the entire agreement between us regarding the
rental of the Product and supersede all prior written or oral communications, under-
standings or agreements between the parties relating to the subject matter contained
herein, including without limitation, purchase orders. Any purchase order, or other
ordering documents, will not modify or affect this blaster Agreement or any Schedule,
nor have any other legal effect and shall serve only the purpose of identifying the equip-
ment ordered. You authorize us to supply any missing "configure to order" number
("CTO"), other equipment identification numbers (including, without limit, serial num-
bers), agreement/schedule identification numbers and/or dates in this Master Agree-
ment or any Schedule. You acknowledge that you have not been induced to enter into
this Master Agreement by any representation or warranty not expressly set forth in this
Master Agreement. Neither this Master Agreement nor any Schedule is binding on us
until wesign it. Any change in any of the tetras and conditions of this Master Agreement
or any Schedule must be in writing and signed by us. If we delay or fail to enforce any
of its rights under this Master Agreement with respect to any or all Schedules, we will
still be able to enforce those rights at a later time. All notices shall be given in writing
and sent either (a) by certified mail or recognized overnight delivery service, postage
prepaid, addressed to the pparty receiving the notice at the address shown on the front
of this Agreement, or (b) by facsimile transmission, with oral confirmation, to the fac-
simile number shown below such party's signature on this Agreement. Either party may
change its address or facsimile number by giving written notice of such change to the
other party. Notices shall be effective on the date sent. Each of our respective rights and
indemnities will survive the termination of this Master Agreement and each Schedule.
If more than one customer has signed this Master Agreement or any Schedule, each
customer agrees that its liability is joint and several. It is the express intent of the parties
not to violate any applicableusury laws or to exceed the maximum amount of time price
differential or interest, as applicable, permitted to be charged or collected by applicable
law, and any such excess payment will be applied to Payments in the order of maturity,
and any remaining excess will be refunded to you.
CLa}v i ri cticF Waiver o Trial juw and C .,r,in Rip-hts and Rem -
e ies U r Thet�� C:o�n�cCci�l o(1e Z;U AGREE T'I'HIS MASTER
AGREF.MFNT AND SCHEDtJL \S WILL BE GOVERNED UNDER THE
APPLICABLE LAW FORTHE COMMONWEALTH OF PENNSYLVANIA. YOU
ALSO CONSENT TO THE VENUE AND NON-EXCLUSIVE JURISDICTION
OF ANY COURT LOCATED IN EACH OF THE COMMONWEALTH OF
PENNSYLVANIA AND THE STATE WHERE YOUR PRINCIPAL PLACE OF
BUSINESS IS LOCATED TO RESOLVE ANY CONFLICT UNDER THIS
MASTER AGREEMENT. THE PARTIES TO THIS MASTER AGREEMENT
EACH WAIVE THE RIGHT TO ATRIAL BYJURY IN THE EVENT OF A LAW-
SUIT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE
ANY AND ALL RIGh _ - AND REMEDIES CONFERRED UPON A CUS-
TOMER OR LESSEE BY ARTICLE 2A OF THE UCC THAT YOU MAY
HAVE AGAINST US (BUT NOT AGAINST THE MANUFACTURER, ANY
VENDOR OF THE PRODUCT).
17. Counterparts: Faf_p'miles. Each Schedule may be executed in counterparts. The
counterpart which has our original signature and/or is in our possession shall consti-
tute chattel paper as that term is defined in the Uniform Commercial Code ("UCC")
and shall constitute the original agrdement for all purposes, including, without limi-
tation, (i) any hearing, trial or proceeding with respect to such Schedule, and (ii)
any determination as to which version of such Schedule constitutes the single true
origutaI item of chattel paper under the Uniform Commercial Code. If you sign
and transmit a Schedule to us by facsimile, the facsimile copy, upon execution by us,
shall be binding upon the parties. You agree that the facsimile of a Schedule manu-
ally signed by us, when attached to the facsimile copy signed by you, shall constitute
the original agreement for all purposes, including, without limitation, those outlined
above in this Section. You agree to deliver to us upon our request the counterpart of
such Schedule containing your original manual signature.
18. Essentialirv. During the term of this blaster Agreement and any Schedules, the
Product(s) will be used solely for the purpose of performing one or more gov-
ernmental or proprietary functions consistent with the permissible scope of your
authority. You represent and warrant that the use of the Product(s) is essential to
performing such governmental or proprietary functions.
19. -Non AnTrctpsjar�oq/Non-Substi(ution. (a) If all of the following shall occur: (i) your
governing body fads to appropnate sufficient monies in any fiscal year for rentals
or other payments due under any Schedule to this blaster Agreement for any equip-
mentwhich will perform services and functions which in whole or in part are essen-
tially the same services and functions performed by the Product(s) covered by any
such Schedule, (ii) other funds are not available for such payments, and (iii) the non-
appropriadon of funds did not result from any actor failure to act on your part, then
a "Non -Appropriation" shall be deemed to have occurred. (b) If a Non -Appropria-
tion occurs, then: (i) you must give us immediate notice of such Non -Appropriation
and provide written notice of such failure by your governing body at least 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, (ii) no later than the
last day of the fiscal year for which appropriations were made for the rental due
under any Schedule to this Master Agreement (the "Return Date"), you shall return
to us all, but not less than all, of the Product(s) coveredby h Schedule to this
Master Agreement, at your sole expense, in accordance with sue terms hereof; and
(iii) any Schedule to this Master Agreement shall terminate on the Return Date
without penalty or expense to you and you shall not be obligated to pay the rentals
beyond such fiscal year, provided that (A) you shall pay any and all rentals and other
payments due up through the end of the last day of the fiscal year for which appro-
priations were made and (B) you shall pay month-to-month rent at the rate set
forth in any such Schedule for each month or part thereof that you fail to return
the Product(s) as required herein. (c) Upon any such Non -Appropriation, upon our
request, you will provide, upon our request, an opinion of independent counsel
(who shall be reasonably acceptable to us), in form reasonably acceptable to us, con-
firming the Non -Appropriation and providing reasonably sufficient proof of such
Non -Appropriation.
20. F1mdine Ip(ent. You represent and warrant to us that you presently intend to con-
tinue this Master Agreement and any Schedules hereto for the entire term of such
Schedules and to pay all rentals relating to such Schedules and to do all things law-
fully within your power to obtain and maintain funds from which the rentals and all
other payments owing under such Schedules may be made. The parties aclmowledge
that appropriation for rentals is a governmental function to which you cannot con-
tractually commit yourself in advance and this Master Agreement shall 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 each Schedule, respectively, to this Master Agreement an amount equal
to the rentals (to be used for such rentals) to become due in such fiscal year, and will
use all reasonable and lawful means available to secure the appropriation of money
for such fiscal year sufficient to pay all rentals coming due during such fiscal year.
21. Authority and Auf ISON� ggil. (a) You represent and warrant to us that: (i) you are
a State or political subdivision of a State, as those terms are defined in Section 103
of the Internal Revenue Code; (ii) you have the power and authority to enter into
this Master Agreement and all Schedules to this Master Agreement; (iii) this Master
Agreement and all Schedules to this Master Agreement have been duly authorized,
executed and delivered by you and constitute valid, legal and binding agreement(s)
enforceable against you in accordance with their terms; and (iv) no further approval,
consent or withholding of objections is required from any governmental authority
with respect to this Master Agreement or any Schedules to this Master Agreement.
(b) If and to the extent required by us, you agree to provide us with an opinion of
independent counsel (who shall be reasonably acceptable to us), substantially in the
form attached hereto as Exhibit confirming the foregoing and other related mat-
ters. (c) You agree to take all required actions and to file all necessary forms, includ-
ing IRS Forms 8038-G or 8038 -GC, as applicable, to preserve the tax exempt status
of this Master Agreement and all Schedules thereto. (d) You agree to provide us with
any other documents that we may reasonably request in connection with the forego-
ing and this Master Agreement.
IN WITNESS WHEREOF, the parties have executed this Master Agreement as of the dates set forth below.
CUSTOiV ER�
BY— ----- - ---
Authorize er Signature
Name&Title: K ORDHOF"ti Manager
I ATTEST :'��.�►
Date:.#er
Facsimile Number: (41171! 482-7815 City
P. FFICE SOLUTIONS, INC.
Authorized Signer Signature
� �
Name & Titie:
Date: to -19 A 1
{
Facsimile Number: C! -)� — `'1- 6 9- �)� I 1
SAri.(: Master Aereerrent 4.04
IKON OFFICE SOLUTIONS, INC.
THIS ADDENDUM (this "Addendum") is made and shall be effective as of the ILI day of Jam, 2007, and
amends [Master/Lease/Image Management/Image Management Plus/Lease Plus — SELECT ONE] Agreement
No. dated as of the Iq day ofj, �260 (the "Agreement"), by and between
("Customer") and IKON OFFICE SOLUTIONS, INC.
v
The parties, intending to be legally bound, agree that the Agreement shall be modified as follows:
Section 8. The first sentence (a) is deleted.
In the fourth sentence the words: "through self insurance or otherwise" are added after the words
"maintain insurance".
Section 13 The words "Notwithstanding the foregoing, you may assign this Master Lease or any Schedule to any
affiliate of yours (which for purposes hereof shall be defined as any entity controlled by, controlling or
under common control with you); provided however, that any such Affiliate shall have first received the
prior credit approval by us, in accordance with our then existing credit policies which approval shall not
be unreasonably withheld." are added after the first sentence.
Section 16 The words "Commonwealth of Pennsylvania" are deleted and replaced with the words "State of
California".
Section 16 The words "THE PARTIES TO THIS MASTER AGREEMENT EACH WAIVE THE RIGHT TO A
TRIAL BY JURY IN THE EVENT OF A LAWSUIT." are deleted.
All capitalized terms used but not defined in this Addendum will have the meanings given to them in the
Agreement. Except to the extent modified by this Addendum, the terms and conditions of the Agreement will
remain unchanged and shall continue in full force and effect.
IN WITNESS WHEREOF, each party has caused its duly authorized officer to execute this Addendum, as of
the date first written above.
CUSTOMER:SA-p,
By: If
KEN horized Si ner Date
11TTEST: a" qty anagL�
LE INI,
City Clerk
IKON OFFICE SOLUTIONS, INC.
By:
Authorized Signer Date
IKON Financial ServicesS61 is a service mark of IKON Office Solutions, Inc. and is used herein under license.
Document Efficiency
At Work."
San Rafael, City Of
Full Legal Name
1400 5th Ave Parking Lot Trailer
Customer Location Address
SAN RAFAEL Marin
City County
Sales/Service Order to Master Maintenance & Sale Agreement
Master Agreement Number
Master Agreement Date:
Customer Billing Contact: Mark Rinkel
(415) 458-5302 (415) 482-7815/mark.dnkel@c4oftmmfael.org
Phone Extn. Fax/Email
1400 5th Ave 207
Customer Billing Address (if different)
CA 94901 SAN RAFAEL Marin CA 94901
State Zip City County State Zip
AUTHORIZATION This is a Soles/Service Order made pursuant and subject to the terms and conditions of the above -referenced Master Maintenance & Sale Agreement
between Customer and IKON Office Solutions, Inc. ("Agreement"). The signature below indicates that the Customer accepts all terms and conditions of this sale, including but
not limited to the terms and conditions set forth in the Agreement and Exhibit A thereto, all of which are incorporated herein by reference and made a part of this Sales Order.
This Sales/Service Order is not valid unless and until signed b an Authorized Manager of IKON Office Solutions, Inc.
srom�R IKO `ICE SOLUIT NSxINC.
Authorized Signature: �j�.��{ Authorized Signature: / l� � -Lt )
Signer's Printed Name: �; j ( Signer's Printed Name
Title: `/ Manaapr TTFST' Title: �'�/
Date: t/) �j % b J `ii , �P�xtSa a Date: (0 11
LJ Check if Sales Tax E'xcmpt Iust attach valid Exemption Certificate)
JEANNE M. LEONCINI,
City Clerk Initial Order
(Use die spaces provided helow to identify the initial ortler ujProrducrs and'ur Services to he purchased tinder this Agreetnent.)
PRODUCT DESCRIPTION
QTY Make/Model/Serial Purchase Service Service Level
1 RICOH COPIER MP1100 ✓ Silver
LJ Check if Additional Product Description page(s) attached
Total Product Charges:
Excludes Tuxes
LiCheck if Professional Service fees included
Minimum Term (mos.) Cost Per Image
For Gold, Silver, Bronze For Gold, Silver, Bronze
Service Levels Only Service Levels Only
Gold: Includes all supplies and staples. Excludes paper.
Silver: Includes all supplies. Excludes paper and staples.
Bronze: Parts & Labor only. Excludes paper, staples and supplies.
PlusPak: Toner, Parts and Labor (see Exhibit A, Sec. 12). Excludes paper, staples, and MA kits.
Guaranteed Minimum Volume - Monthly/Quarter/Other Cost of Additional Images
For Gold, Silver, Bronze Service Levels Only For Gold, Silver, Bronze
Service Levels Only
❑�
36 Months
ElMonthly 200000 bw
0.0053 bw
48 Months
❑ Quarterly
❑
60 Months
❑ Other
❑
Other
Meter Read/Billing For Additional Images
For Gold, Silver, Bronze Service Levels Only
Monthly
n Quarterly
jlll..�JJJ Other
Additional Provisions:
0.0053 bw
Service Charges Total Amount
For Guld, Silver, Bronze.Service Levels Only
✓ Monthly $1,060.00
❑ Quarterly
Other
Rev. -1/22/07 (PlusPaks) IKON Web Sales Forms ,III RR
IM mt 0* M 11111
1III
Document Efficiency
At Work:
EXHIBIT A TO MASTER MAINTENANCE & SALE AGREEMENT
This Agreement sets forth the specific terms and conditions under which IKON agrees to sell the specific products identified on a Sales Order
(defined below) entered into hereunder ("Products") and/or provide maintenance services for the specific items of equipment identified on a Service Order
(defined below) entered into hereunder ("Services") to Customer from time to time. Either party may terminate the "master" arrangement contemplated by
this Agreement at any time upon prior written notice to the other. Termination of this Agreement shall not, however, alter or otherwise modify the rights or
obligations of the parties with respect to any Sales Order or Service Order placed and accepted prior to such termination.
The following terms shall apply to all Service transactions:
1. Services. (a) In order to obtain Services from IKON hereunder, Customer will either (i) execute a Service Order (in a form to be
provided and executed by IKON) referencing this Agreement, or (ii) issue a valid and signed purchase order to IKON (each referred to in this Agreement as
a "Service Order'). Each Service Order must identify the specific equipment to be serviced, the term of the Service engagement, the location at which
Services shall be performed and the applicable Service charges for such order. The cover page to this Agreement may serve as an initial Service Order.
(b) As part of its Services, IKON will repair or replace in accordance with the terms and conditions of this Agreement any part of the serviced
equipment 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 IKON.
(c) The Services provided by IKON under this Agreement and each Service 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); (ii) Repairs made necessary
by service performed by persons other than IKON representatives; (iii) Service calls or work which the Customer requests to be performed outside of regular
IKON business hours (unless covered under an extended hour service contract) and Service calls or work which the Customer requests to be performed on
IKON holidays; (iv) Removable cassette, copy cabinet, exit trays, or any item not related to the mechanical or electrical operation of the serviced equipment;
(v) Consumable supplies such as paper or staples, unless expressly provided for in the Service Order; (vi) Repairs and/or service calls resulting from
attachments not purchased from IKON; (vii) Any software, system support or related connectivity unless specified in writing by IKON; (viii) Parts no longer
available from the applicable manufacturer; (ix) Electrical work external to the serviced equipment, including problems resulting from overloaded or
improper circuits; and (x) Charges for installation of the serviced equipment or de -installation and/or movement of the serviced equipment from one location
to another. Damage to serviced equipment or parts arising from causes beyond the control of IKON are not covered by this Agreement or any Service Order.
IKON may terminate its Service obligations under this Agreement or any Service Order with respect to any item of serviced equipment that has been
modified, damaged, altered or serviced by personnel other than those employed by IKON. Additionally, service necessitated as a result of inadequate key
operator involvement, operator caused damage, lack of recommended service, or use of inadequate or incompatible supplies may result in Service being
rendered on a time -and -material basis in addition to the Service Charges.
2. Service Calls. Service calls will be made during normal business hours at the installation address shown on the applicable Service Order.
Service does not include coverage on IKON holidays. Travel and labor -time for the service calls after normal hours, on weekends and on holidays, if and
when available and only in the event and to the extent that IKON agrees to provide such non-standard coverage, will be charged at overtime rates in effect at
the time the service call is made. IKON representatives will not handle, disconnect or repair unauthorized attachments or components. Customer is
responsible for disconnecting and re -connecting unauthorized attachments or components. Customer shall hold IKON and its employees and representatives
harmless from and against damages to any unauthorized parts, components or accessories as well as any claims arising therefrom.
3. Reconditioning. Reconditioning and similar major overhauls may be covered by applicable manufacturer warranties, but are not covered
by this Agreement or any Service Order. If IKON determines that such actions may be necessary as a result of normal wear and tear of materials and age
factors caused by normal usage in order to keep the serviced equipment in working condition, IKON will submit to Customer an estimate of the needed
repairs and the cost for such repairs (which costs will be in addition to the charges payable under the applicable Service Order). If the Customer does not
authorize such reconditioning, IKON may, at its option: (i) discontinue service of such serviced equipment under the applicable Service Order and refund
any unused portion of the Service Charges (as defined below) applicable to such serviced equipment, or (ii) refuse to renew such Service Order for such
serviced equipment upon its expiration. After any such termination, IKON will make service available on a "Per Call" basis at IKON'S then -prevailing rates
at the time of service.
4. Term. Each Service Order shall become effective on the effective date of the Service Order and shall continue for the term identified in the
Service Order. At the expiration of the initial term or any extended term of any Service Order, it will automatically, subject to applicable law and without
further action required by either party, renew for an additional twelve (12) month period, provided that the Customer is not then in default and subject to
applicable law. The contracted rate will be adjusted to IKON's then -prevailing rates, to be reflected in an automatic increase as of the renewal date.
5. Service Charees. (a) Service charges ("Service Charges"), will be set forth on the Service Order and will be payable by the Customer in
advance. 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 IKON 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 equipment from the location indicated on the applicable Service
Order may result in an increase of Service Charges or the termination of the applicable Service Order; and (iii) the Toner Inclusive Program (if applicable) is
based on manufacturer supply consumption rates. Delivery of supplies will not exceed agreed upon usage. Consumption of covered supply products
varying significantly from expected usage may result in additional charges for supplies. Customer agrees to pay when due, all taxes, where applicable,
related to this Agreement and/or any Service Order, excluding taxes on the income of IKON.
(b) Service Charges are based on standard 8.5x11 images. IKON 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 contract. If the term of any Service
Order exceeds 12 months, the Cost Per Image and the Cost of Additional Images may be increased by IKON up to 5% annually for each year beyond the
initial 12 -month period.
Rev. -1/22/07 (PlusPaks)
Document Efficiency
At Work:
6. Default. If Customer does not pay all Service Charges or other charges owing under this Agreement or any Service Order promptly when
due, IKON may (i) refuse to further service the serviced equipment until such default is fully cured, or (ii) furnish Service on a C.O.D. "Per Call" basis at
IKON's then -prevailing rates, at the time of Service. Except as expressly permitted by this Agreement, no refund or credit will be given for any early
termination of any Service Order or any renewal thereof. If Customer defaults in its obligations hereunder, IKON may require Customer to immediately pay
to IKON all past due payments under all Service Orders, and the early termination fee described in Section 10 below.
7. Use Of Recommended Suoolies: Meter Readines. (a) If the 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 equipment or cause abnormally frequent
service calls or service problems, then IKON may, at its option, assess a surcharge or terminate the applicable Service Order with respect to such items of
serviced equipment. If so terminated, Customer will be offered service on a "Per Call" basis at IKON'S then -prevailing rates. It is not a condition of this
Agreement that the Customer use only IKON -provided supplies.
(b) If IKON determines that Customer has used more than the manufacturer's recommended specifications for supplies provided by IKON,
Customer will pay reasonable charges for those excess supplies and/or IKON may refuse additional supply shipments. Customer agrees to provide IKON
true and accurate meter readings monthly and in any reasonable manner requested by IKON, whether via telephone, email or otherwise. If accurate meter
readings are not provided on •a timely basis, IKON reserves the right to estimate the meter readings from previous meter readings. Appropriate adjustments
will be made to subsequent billing cycles following receipt of actual and accurate meter readings. As part of its Services, Customer acknowledges and
agrees that IKON may place automatic meter reading units on imaging devices at your location in order to facilitate the timely and efficient collection of
accurate meter read data on a monthly, quarterly or annual basis. IKON agrees that such units will be used by IKON solely for such limited purpose. Once
transmitted, all meter read data shall become the sole property of IKON and will be utilized for billing purposes.
8. Customer Oblientions. Customer agrees to provide a proper place for the use of the serviced equipment, including electric service as
specified by the manufacturer. Customer will provide adequate facilities (at no charge) for use by IKON representatives in connection with the Service of
the serviced equipment hereunder within a reasonable distance of the serviced equipment. Customer agrees to provide "360 degree" service access to the
serviced equipment. Customer will provide a key operator for the serviced equipment and will make operators available for instruction in use and care of the
serviced equipment. Unless otherwise agreed upon by IKON in writing or designated in the applicable Service Order, all supplies for use with the serviced
equipment will be provided by the Customer and will be available `on site" for servicing. Customer agrees that any systems utilizing similar supplies must
be covered under similar inclusive service programs.
9. Early Termination. (a) Customer may terminate any Service Order under this Agreement prior to its maturity so long as Customer is not
then in default and provides IKON at least thirty (30) days prior written notice.
(b) For each Service Order having an initial term of at least 36 months, Customer shall pay to IKON, as liquidated damages and not as a penalty, the
following early termination fee: (i) if the termination occurs in months 1 through 12 of the term of such Service Order, an amount equal to 12 times the base
monthly Service Charge payable under such Service Order; (ii) if the termination occurs in months 13 through 24, an amount equal to 9 times the base
monthly Service Charge; and (iii) if the termination occurs anytime after the 24'h month, an amount equal to the lesser of 6 times the base monthly Service
Charge or the number of months remaining under the then current term of such Service Order. For each Service Order having an initial term of less than 36
months, Customer shall pay to IKON, as liquidated damages and not as a penalty, an early termination fee equal to the lesser of 6 times the base monthly
Service Charge or the number of months remaining under the initial term of such Service Order.
The following terms shall apply to all Product sale transactions:
10. Order. Delivery and Accentance. In order to purchase Products from IKON hereunder, Customer will either (i) execute a Sales Order (in
a form to be provided and executed by IKON) referencing this Agreement, or (ii) issue a valid and signed purchase order to IKON (each referred to in this
Agreement as a "Sales Order'). Each Sales Order must identify the Products, the Product delivery location and the applicable Product charges for such
order. The cover page to this Agreement may serve as an initial Sales Order. Unless otherwise agreed upon by both parties in writing, (a) delivery of
Products to common carrier or, in the case of an arranged delivery by a local IKON installation vehicle, actual delivery by such vehicle to Customer shipping
point, shall constitute delivery to Customer, and (b) Customer shall be responsible for all installation, transportation and rigging expenses. Customer agrees
to confirm delivery of all Products covered by this Agreement when the same is delivered by signing a delivery and acceptance certificate or written delivery
acknowledgement. Orders shall not be cancelable by the Customer following acceptance by IKON. IKON 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 IKON. IKON 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 similar credit reason.
11. Returns: Damaeed Products. No Products may be returned without IKON's prior written consent. Only consumable goods invoiced
within sixty days will be considered for return. On authorized returns, Customer agrees to pay a restocking charge equivalent to 30% of the purchase price.
Merchandise returned without written authorization may not be accepted at the receiving dock and is the sole responsibility of the Customer. All non -
saleable merchandise (that has been opened or partially used) will be deducted from any credit due to the Customer. All claims for damaged Products or
delay in delivery shall be deemed waived unless made in writing, delivered to IKON within three days after receipt of Products.
Rev. -122107 (PlusPaks) Z
Document Efficiency
At Work.
The following terms shall apply to the IKON PlusPak Program:
12. IKON PlusPak Propram. For eligible equipment (as determined by IKON from time to time), Customer may elect to obtain Services by
participating in the IKON PlusPak Program. To participate, Customer must purchase an IKON PlusPak for the desired item of equipment by executing
either a Sales Order or a Service Order indicating a PlusPak purchase and the specific item of eligible equipment for which coverage is desired. Participation
in the PlusPak Program shall commence following payment for the PlusPak and entitles Customer to receive (a) one (1) toner cartridge for the item of
equipment covered by the PlusPak, and (b) Services for such item of equipment until PlusPak coverage terminates. Participation in the PlusPak program is
voluntary and Customer may terminate PlusPak coverage at any time upon thirty (30) days prior written notice to IKON. PlusPak coverage shall terminate
automatically upon the first to occur of (x) consumption of the PlusPak toner cartridge, (y) purchase by Customer of a non-PlusPak toner cartridge, or (z)
three (3) years from the date of PlusPak purchase. By participating in the PlusPak Program, Customer acknowledges and agrees that IKON shall have no
obligation to provide Service or refund PlusPak payments following termination of PlusPak coverage for any reason. In order to obtain Service following
termination of coverage, Customer may purchase additional PlusPaks, or purchase Services on a time -and -materials basis at IKON's then -prevailing rates
and in accordance with the terms and conditions of this Agreement. PlusPak purchase prices are non-refundable and are due and payable following delivery
of PlusPak consumables. All of the terms and conditions of this Agreement shall apply to PlusPak transactions, excluding those set forth in Sections 4, 5b,
7b and 9b. In the event of a conflict between the terms and conditions of this Section and those set forth in any other Section of this Agreement, the terms
and conditions of this Section shall control.
The following terms shall apply to all Product, Service and PlusPak Program transactions:
13. Warranty. IKON agrees to perform its Services in a professional manner, consistent with applicable industry standards. IKON is not the
manufacturer of any of the Products. However, IKON shall transfer to Customer any Product warranties made by the applicable Product manufacturer, to
the extent transferable and without recourse. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IKON 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. IKON SHALL NOT BE
RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR ANY DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT
NOT LIMITED TO DAMAGES ARISING OUT OF THE USE OR PERFORMANCE OF THE EQUIPMENT OR THE LOSS OF USE OF THE
EQUIPMENT. IKON'S TOTAL AGGREGATE LIABILITY TO CUSTOMER, IF ANY, UNDER ANY SALES ORDER OR SERVICE ORDER, SHALL
IN NO EVENT EXCEED THE TOTAL FEES PAID TO IKON THEREUNDER. Customer must comply with any applicable license agreement or license
terms relating to intangible property or associated services included in any Products, such as periodic 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 supplier of the Software
("Software Supplier"). IKON has no right, title or interest in any Software. Customer is solely responsible for entering into Software Licenses with the
applicable Software Supplier.
14. Pavment: Risk of Loss: Taxes. Payment terms are net ten (10) days. If invoices are unpaid and overdue, Customer agrees to pay IKON a
late charge of 1.5% per month on any unpaid amounts or the maximum allowed by law, whichever is less, and in addition shall pay IKON all costs and
expenses of collection, or in the enforcement of IKON'S rights hereunder, including, but not limited to, reasonable internal and external legal costs, whether
or not suit is brought. All remedies hereunder or at law are cumulative; provided, however, that the sole remedy of Customer for any Services not performed
in accordance with the Service standards set forth in this Agreement shall be the prompt and proper re -performance of such services at no additional charge.
Unless otherwise agreed upon by both parties in writing, Customer assumes all risk of theft, loss or damage, no matter how occasioned, to all Products
covered by this Agreement following delivery by IKON to common carrier or, in the case of an arranged delivery by a local IKON installation vehicle,
delivery by such vehicle to Customer shipping point. 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 IKON.
15. Assignment: Force Maieure. Customer shall neither assign any right or interest arising under this Agreement nor delegate any obligations
hereunder without the prior written consent of IKON. Any such attempted assignment or delegation shall be void. IKON shall not be liable for failure to
deliver or delays in delivery or Products or Services occasioned by causes beyond IKON'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 IKON's or its supplier's then -
scheduled production capacity, machinery breakdowns, delays of carrier or suppliers, governmental acts and regulations or other causes beyond IKON's
control.
16. Governing Law: Entire Agreement. This Agreement shall be governed by and construed and interpreted in accordance with the laws of
the Commonwealth of Pennsylvania. The parties hereto also agree to submit to the non-exclusive jurisdiction of the courts of the Commonwealth of
Pennsylvania to resolve any action under this Agreement. This Agreement constitutes the entire agreement between the parties and may not be amended
except in writing signed by an officer or authorized representative of IKON. All Sales Orders and Service Orders shall be governed solely by the terms and
conditions of this Agreement, notwithstanding the inclusion of any additional or different terms and conditions in any order document of any kind issued by
Customer at any time. PURCHASE ORDERS ISSUED BY CUSTOMER FOR PRODUCTS AND/OR SERVICES FROM IKON, EVEN IF THEY DO
NOT EXPRESSLY REFERENCE OR INCORPORATE THIS AGREEMENT, SHALL BE SUBJECT TO THIS AGREEMENT AND SERVE ONLY TO
IDENTIFY THE PRODUCTS AND/OR SERVICES ORDERED AND SHALL NOT BE DEEMED TO ALTER OR OTHERWISE MODIFY THE
TERMS AND CONDITIONS OF THIS AGREEMENT. IKON 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. This Agreement and any Sales Orders or Service Orders 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: IKON Office Solutions,
Inc., 1738 Bass Road, Macon, GA 31210. Attention: IKON Quality Assurance Department.
Rev. -1;2207 (PlusPaks)
DATE(Md/DD/YYYY)
,-XORD. CERTIFICATE OF LIABILITY INSURANCE 03/28/2007
PRODUCER
Aon Risk Services, Inc. of Pennsylvania THIS CERTIFICATE IS ISSUED AS AMATTER OF INFORMATION ONLY
One Liberty Place AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
1650 Market street CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE
Suite 1000 COVERAGE AFFORDED BY THE POLICIES BELOW.
Philadelphia PA 19103 USA
PHoNE-(866) 283-7122 FAX -(847) 953-5390
INSURED
IKON Office Solutions, Inc.
its Subsidiaries and Divisions
PO Box 834
valley Forge PA 19482-0834 USA
COVERAGES
THE POLICIES OFINSURANCE LISTED BELOW HAVE BEEN ISSUEDTOTHE INSURED NAMED ABOVE FORTHE POLICYPERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY
PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TOALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.
AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INS ADD 1. POLICY EFFECTIVE POLICYEXP[RATLON
LTR INSRD TYPE OFINSURANCE POLICY NUMBER DA TEMM%DD%YY) DATE(MMtDD\YY) LIMITS
INSURERS AFFORDING COVERAGE
NAIC #
INSURERA:
Liberty Mutual Fire Ins Co
23035
IINSURERB:
Liberty Insurance Corporation
42404
IINSURERC:
Liberty Mutual Insurance Co.
23043
INS URER D:
VIERALLIABILITY
(INSURERE:
COVERAGES
THE POLICIES OFINSURANCE LISTED BELOW HAVE BEEN ISSUEDTOTHE INSURED NAMED ABOVE FORTHE POLICYPERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY
PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TOALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.
AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INS ADD 1. POLICY EFFECTIVE POLICYEXP[RATLON
LTR INSRD TYPE OFINSURANCE POLICY NUMBER DA TEMM%DD%YY) DATE(MMtDD\YY) LIMITS
Excess workers Como - T
DES CRIPTION OF OP ERATIO NS/LOCATION S/VEHICLESJEXCLU SION S ADDED BY IN DORS IM ENTS PECLALL PROVISIONS
Certificate holder is included as additional insured as required by written contract,
policy terms, conditions and exclusions as their interest may appear.
CERTIFICATE HOLDER
Evidence of Coverage
PA . USA
CANCELLATION
52,000,000
S2,000,000
L:7
$5,000
$2,000,0001 ,--I
S4,000,0001 rn
54,000,000 ry
8
$2,000,000 z
52,000,0001
S2,000,000
S2 ,000, 000
S2,000,000
S2,000,000
52,000,000
but only in accordance with
SHOULD ANY OF THE ABOVE DES CRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURERWILL FNDEAVORTO MAIL
30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMEDTO THE LEFT,
BUT FAILURE TO DO SO SHALL IMPOSENO OBLIGATION OR LIABILITY
OF ANY KIND UPON THE INSURER, ITS AGINTS ORREPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
ACORD 75 (2001/09) ACORD CORPORATION19881
A
TB2-631-004074-527
04/01/07
04/01/08
EACHOCCURRENCE
VIERALLIABILITY
X COMMERCIAL GENERAL LIABILITY
DAMAGE TO RENTED
CLAIMS MADE X❑ OCCUR
(Ea omurence)
IPREMISES
MED EXP(A ny one pees onl
PERSONAL&ADV INJURY
_
I GENERAL AGGREGATE
G IN% AGGREGATE LIMIT APPLIES PER:
PRODUCTS -COMP/OP AG G
MPOLICY ElPRO• ❑ LOC
16:.'T
A
AUTOMOBILE LIABILITY
As2-631-004074-537
04/01/07
04/01/0$
COMBINED SINGLE LIMIT
j� ANY AUTO
(In accident)
ALL OWNED AUTOS
BODILY INJURY
SCHEDULED AUTOS
( Per pm on)
HIRED AUTOS
BODILY INJURY
T( NON OWNED AUTOS
(Peramident)
ERTY DA MAG E
—
IPROP
(Peramident)
GARAGELIABD.ITY
AUTO ONLY - EA ACCIDENT
ANY AUTO
OTHERTHAN EA ACC
B
AUTO ONLY:
AGG
EXCESS /UMBRELLA LIABILITY
I EACH OCCURRENCE
❑ OCCUR ❑ CLAIMS MADE
(AGGREGATE
DEDUCTIBLE
RETENTION
B
WA7-63D-004074-227
04/01/07
U4/Ul/Utf
X WC STATU- JOTH.
WORKERS COMPENSATION AND
TORY LIMITS IER
EMPLOYERS' LIABILITY
E. L EACH ACCID INT
ANY PRO PRIEM R/ PARTNER/ EXECUTIVE
OFFICER/MEMBEREXCLUDED7
E.I. DISEASE -EA EMPLOYEE
If yes, describe under SPECIAL PROVISIONS
E.L DISEASE -POLICY LIMIT
below
e
Ew7-63N-004074-297
04/01/07
04/01/08
hL Each Accident
OTHER
Excess WC - FL, GA, NC,
EL Disease - Policy
C
Excess kC
EWl-63N-004074-307
04/01/07
04/01/08
EL Disease - Ea Empl
Excess workers Como - T
DES CRIPTION OF OP ERATIO NS/LOCATION S/VEHICLESJEXCLU SION S ADDED BY IN DORS IM ENTS PECLALL PROVISIONS
Certificate holder is included as additional insured as required by written contract,
policy terms, conditions and exclusions as their interest may appear.
CERTIFICATE HOLDER
Evidence of Coverage
PA . USA
CANCELLATION
52,000,000
S2,000,000
L:7
$5,000
$2,000,0001 ,--I
S4,000,0001 rn
54,000,000 ry
8
$2,000,000 z
52,000,0001
S2,000,000
S2 ,000, 000
S2,000,000
S2,000,000
52,000,000
but only in accordance with
SHOULD ANY OF THE ABOVE DES CRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURERWILL FNDEAVORTO MAIL
30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMEDTO THE LEFT,
BUT FAILURE TO DO SO SHALL IMPOSENO OBLIGATION OR LIABILITY
OF ANY KIND UPON THE INSURER, ITS AGINTS ORREPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
ACORD 75 (2001/09) ACORD CORPORATION19881