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HomeMy WebLinkAboutCRA-R-05-0016 Atachmt to LegislationState and Local Government Master Agreement IKON Document Efficiency At Work - CUSTOMER: �+ Number: Full Legal Name- 0, illy WO M iu n t FR�d.UO i pm e.n-{- la�ens.L/ Address: Ali CI N "� 5 S+r.ca p r �j City: A � ( alai,% state: Il. Zip: L271s7•-a Contact Phone: 30 (61 1—(, 7 Facsimile Number: 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, ow- 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. Agreement. 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 (together 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 and prepaid data base subscription rights, such intan- gible property shalt be referred to as the "Software." 2 Schedules: Delivery and Acceptance. Each Schedule that incorporates this Master Agreement shall be governed by die 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, maybe done electronically) within three business days after any Product is installed. 3. Term: Payments. The fast scheduled Payment (as specified in the applicable Schedule) ("Pa t") will be due on the Effective Date. The remaining Payments will be due on the 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 tate charge of 5% of the overdue payment (but in no event greater than the maxi- mum amount allowed by applicable Taw). You also agree that, except as expressly stated in Section 19 below, THIS IS AN UNCONDITIONAL, NON -CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ON ANY SCHED- ULE TO THIS MASTER AGREEMENT. All payments to us are °net" and are not subject to set offor reduction. 4. Product i oration: Uce and Repair 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 certification as to maintenance and in compliance with applicable Taws 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_Eres. In addition to the payments tinder 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 hilted after the end of the term of this Master Agreement or any Schedules. If we are required to file and pay property tax, 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 Vendor or Software Supplier (as defined in Section 10of 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 SELECIL ED THE PROD- UCT BASED ON YOUR OWN JUDGMENT AND YOU HEREBY AFFIR- MATIVELY DISCLAIM RELIANCE ON ANY ORAL REPRESENTATION CONCERNING TILE 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. Jtiet or Damage 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 it 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 froth us. S. cl.iva Tiahility nsUns,ranrr. (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, toss 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 dage, 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 nonce 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: Recording. We are the owner of and will hold tide to the Product (except for any Software). You will keep the Product free of all liens and enamhbrances. Except as reflected on any Schedule, you agree that this Master Agreement is a cue 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 to to file a copy of this Master Agreement and/or any schedule as a financing statement and you agree to prompdy execute and deliver to us any financing statementsthcover- ing the Product at we mayreasonably require; provided, however, that you hereby authorize us to file any such financing statement without your authentication to the extent permitted by applicable law. 10. Software or Intangibles To die extent that the Product includes Software or other Intangibles, you understand and agree that we have no right, tide 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 uuo later than the Effective Date. 11. Default. Each of the following is a "Default" under this Master Agreement and all Schedules: (a) you fail to pay any Payment or any other payment within 30 days of its due date, (b) any tees w. nation or warranty made by you an this Master Agreement is false or incorrect and/or you do not perform any ofyour 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 fur the benefit of your creditors, or you file or have filed against you any bankruptcy 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; (h) we may require you to immediately pay to to, 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 6% 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 ins; (c) we may require you to deliver the Product to us as set forth in Sec- tion l4; (d) we or our representative may pe-acefully repossess the Product without court order and you will not make any claims against tit 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 taw or in equity; (f) immediately terminate your right to inc the Software including the disabling (on - site or by remote communication) of any Software; (g) demand the immediate return and obiin 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 1-888-ASK-IKON www. ikon. corn other services under the Software License, and/or (i) at our option, to sell, re -lease, or otherwise dispose of die Product under such terms and conditions as may be acceptable ea us in our discretion. You agree to pay all of our costs of enforcing our rights against you, including reasonabk attorneys' fees, and all costs related to the sale or disposition of the Product including, without limit, ittddental 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 die 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. i3. n4ssipnment. 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. If you 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 assignment. 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. 14. Renewals Return of Product. Aker 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 deuutalling, 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 die Product is returned by you and is received in good condition and working order by our designee or us. 15. Miscellaneous 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 tie 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 Master 4ieenient or any Schedule, nor have any other legal effect and shill serve only the purpose of identifying the equip- ment '� �o�rdered. 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 we sign it. Any change in any of the terms 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 parry receiving the notice at tie address shown on the front of this Agreement, or (b) by facsimile transmission, with oral confirmation, to the fac- simile number shown below such patty'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 a..ipv .five rights and indemnities will survive the termination of this Master Agreement and each Schedule. If more than one customer has signed this Master Agreenent or any Schedule, each customer agrees that is liability is joint and several. It is the express intent of the parties not toviolate any applicable usury laws or to exceed the maximum amount of time price differential or interest, as applicable, permitted an 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 16. Governing Law: lurisdiction. Waiver of TriaLBy Tury and Certain Rights and Rem- edies Under The Uniform Commercial Code. YOU AGREE THAT THIS MASTER AGREEMENT AND ANY SCHEDULES WILL BE GOVERNED UNDER THE APPLICABLE LAW FOR THE PENNSYLVANIA_ YOU ALSO CONSENT TO THE VENUE AND NO -EXCTHCLUSIVE 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 A TRIAL BY JURY IN THE EVENT OF A LAW- SUIT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY AND ALL RIGHTS 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: Facsimiles. 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 agreement 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 singk true ongmal item of chattel paper under the Uniform Commercial Code. If you sign and transmit a Schedule to as by facsimile, the facsimile copy, upon execution by us, shall be binding upon the parries. 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 oudined above in this Section. You agree to deliver to us upon our request the coon terpart of such Schedule containing your original manual signature. 18. Essentiality. During the term of this Master Agreement and any Schedules, the Product(s) will be used solely for die purpose of performing one or more gov- ernmental or proprietary functions consistent with the pernussible scope of your authority. You represent and warrant that the use of the Product(s) is essential to performing such governmental or proprietary functions. l9. Nori sropriarion/Non-Substinviryy (a) If all of the following shall occur: (i) your governing body fails to appropriate sufficient monies in any fiscal year for rentals or other payments due under any Schedule to this Master Agreement for any equip- ment which will perform services and functions which in whole or in part are essen- tially the same services and functions performed by the Products) covered by any .such Schedule, (ii) other funds are not available for such payments, and (tii) the non - appropriation of funds did not result from any act or 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 last b0 days prior to the end of tie then current fiscal year or if Non -Appropriation has not occurred bysuch date, immediately upon Non -Appropriation, (ii) no later than the last day of die 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) covered by such Schhedule to this Master Agreement, at your sole expense, in accordance with the terms hereof; and (iii) any Schedule to this Master Agreement shall terminate on the Renrn Date without penalty or expense to you and you shall not be obligated to pay the rentals beyond such fiscal year, rnp vided that (A) 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 Products) 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. Funding Inrrnr 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 tie rentals and all other payments owing under such Schedules maybe made. The patties ackmowledge that appropriation for rentals is a governmental function to which you cannot con- tractuallycommit 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 corning due during such fiscal year. 21 Authority and Anthnriratinn (a) You represent and warrant to its that (i) you are a State or political subdivision of a State, as those arms 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 withhokling 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 ExhibitA, 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 Fors 803 8-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. CUSTOMER By: Authorized Signer Signature Name & Tide: Date: Facsimile Number. TKO OFFICE SOLUTIONS, INC. C.0 a lZd1R.v-r Authorized Signer Signature Name&Tide rleS k. go -etc° / 1j�,{ " `R Date: '�3-05 Facsimile Number. 12(0' Bsis ~ 1, S&LG Master Agreement 4.04 1-888-ASK-IKON www.ikon.com STATE AND LOCAL GOVERNMENT Product Schedule Image Management i!(ON Document Efficiency At Work" Product Schedule Number: State and Local Government Master Agreement Number: This Image Management Product Schedule ("Schedule") is made part of the State and Local Government Master Agreement ("Master Agreement") identified on this Schedule between IKON Office Solutions, Inc. ("we" or "us") and as Customer ("you"). All terms and conditions of the Master Agre..na.nt 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 Master Agli �m rat CUSTOMER INFORMATION (7a:10c Liiiipleorwrion;lik.deoa{pnnop`1- iP-r9 to Cusmer (Sill to) N w 5 sr. 1 Address AA I ii peel i rt. City County State Zip Product Location Address City County State Zip Cntonser Contact Name: Customer Telephone Number: Fax Number/E-mail Address: PRODUCT DESCRIPTION ("PRooucts") Quantity Equipment Description: Make, Model & Serial Number Quantity Equipment Description: Make, Model & Serial Number GNe- Carlo Sty rv-, PAYMENT ScuwouLE Minimum Term (mos.) 3tv Cost Per Image Cost of Additional q Minimum Payment Without Tax s 199 . 'f' Payment Due Monthly Quarterly Other Advance Payment (with tax) $ Apply to lst Payment Other Meter ReadingBiliing For Additional Images _Monthly _Quarterly Other Sales Tax Exempt ❑ Yes (Attach Exemption Certificate) Customer Billing Reference Number (EO.a, etc.) Addendman(s) Attached: ❑ Yes (Check if yes and indicate total number of pages TERMS AND Commons 1. The first Payment will be due on the Effective Date. The delivery date is to be indicated by signing a to acceptance form. If the term hereof exceeds 12 months, the Cost Per Image and the Cost of Additional Images may be increased up to 5% annually for each year beyond the initial 12-month period. 2. You have 2spppptied to us to use the above -described items ("Products') fur lawful commercial (nonconsia ter) purposes. THIS IS AN UNCONDrTTONAL, NON -CANCELABLE AGRI EMElYI FOR TILE MINIMUM TERM INDICATED ABOVE. Uwe inept this Schedule, you agree to use the above Product(s) on all the terms hereof, including the Terms and Conditions on the Master t THIS WILL ACKNOWLEDGE THAT YOU HAVE IiF1W AND UNDERSTAND THIS SCHEDULE AND THE MASTER AGREEMENT AND HAVE A COPY OF THIS SCHEDULE AND THE MASTER AGREEMENT. 3. In return for the Minimum Payment, you are entided to use the number of Guaranteed Minimum Monthly/Quarterly/Other Images. If you use more than the Guaranteed Minimum Monthly/Quarterly/Other Images in any month/quarter/other period, as applicable, you will additionally pay a charge -equal to the number of additional metered die e Cost ofAdditional Images. Uwe than we determine that you have used more an the roan Factwer's recommended speca6catwns for supplies, you agree to pay reasonable for excess supplies. The meter reading frequency is the period of time (monthly, quarterly, semi-annually or annually) for which the number of images used will be reconciled. teeter reading frequency and cams -Funding additional charges, if any, may be different than the Minimum Payment frequency. You will provide as or our designee with the actual meter reading upon request If such meter reading is not received within 7 days, we may estimate the mmrber of images used. Adjustments for estimated charges for additional images will be made upon receipt of sctaai meter readings. Notwithstanding any adjustment, you will never pay less than the Minimum Payment 4. Additional Provisions (if any) are: CUSTOMER x Audwriaed Srgncr , (Authoired Signer's printed name) IKONCE SOLUTIONS, INC. zed Signer g_iilotd/c..S 4 ji(a f a r o (Audr«ieed Signer's printed tame) . 1-888-ASK-IKON www.IKON.cofn Image Management Commitments II9oN Document Efficiency At Work - The below performance commitments (collectively, the 'Guarantees) are brought to you by IKON Office Solutions, Inc, an Ohio corporation having its principal place of business at 70 Valley Stream Parkway, Malvern, PA 19355 (`IKON"), one of the Largest distributors of office solutions in the world. The words 'you' and 'your' refer to you, our customer. You agree that IKON alone is the party to provide all the services described below and is responsible to you, the customer, for all of the Guarantees. The Guarantees "manly applicable to the equipment ("Produces) described in the Schedule to which these Guarantees are attached, excluding facsimile machines. The Guarantees are effective on tie date the Products are accepted by you and apply during IKONis normal business hours, excluding weekends and IKON -recognized holidays. They remain in effect for the Minimum Term so long as no ongoing default exiss on your part TERM PRICE PROTECTION The Image Management Cost Per Image and the Cost of Additional Images, as described on. Schedule, are guaranteed against any price increase during the nths of the term of the Schedule. If the minimum term exceeds ondss, tie Image Management Cost Per Image and the Cost of Additional Images may be increased up to 5% annually for each year beyond tie initial aanondieperiod. ace SERVICE AND SUPPLIES IKON will provide full coverage maintenance services, including replacement parts, drums, labor and all service calls, during normal business hours, excluding weekends and IKON -recognized holidays. Performance issues relating to software and/or connectivity are inde- pendent of these Guarantees and may be covered, if applicable, as out- lined in any software/connectivity professional services agreement you may separately enter into with IKON. IKON will also provide the supplies required to produce images on die Products covered under the Schedule (other than ton -metered Products and soft -metered Products), excluding staple& The supplies will be provided according to manufacturer's specifications. Optional supply items such as paper and transparencies are tot included. GUARANTEED RESPONSE TIME IKON guarantees a quarterly average response time of 2 to 6 hours for all service calls located within a 30 mile radius of any IKON office, and 4 to 8 hours for service calls located within a 31-60 mile radius for the term of the Schedule. (In the case of Canon iR 110 machines, the quar- terly average response time will be 2 hours for all service calls.) Response time is measured in aggregate for all Products covered by the Schedule_ If this response time guarantee is not met, a credit equal to $100 toward your next purchase from IKON will be made available upon your request Credit requests must be made in writing via regis- tered letter to the address specified in the `Correspondence" section. UPTIME PERFORMANCE GUARANTEE IKON will service the Products provided under the Schedule to be operational with a quarterly uptitne average of 95% (based on manu- facturer$ performance standards and an 8-hour day, during normal business hours, excluding weel.,'nds and IKON -recognized holidays), excluding preventative and interim maintenance time. Downtime will begin at the time you place a service call to IKON. You agree to make the Products available to IKON for scheduled preventative and interim mainteneno- You further agree to give IKON advance notice of any critical and specific uptime needs you may have so that IKON tam schedule with you interim and preventative maintenance in advance of such needs. IMAGE VOLUME FLEl09UTT AND EQUIPMENT Alrnrn NS At any time after the expiration of the initial ninety day period of the original term of the Image Management Schedule to which these Guarantees relate, IKON will, upon your request, review your image volume. If the image volume has moved upward in an amount sufficient for you to consider an alternative plan, IKON will present pricing options to conform to a new image volume. If you agree that addition- al equipment is required to satisfy your increased image volume requirements, IKON will include the equipment in the pricing options. The addition of equipment and/or increases to die Guaranteed Minimum Images require a new Schedule that must be agreed to and signed by both patties. The new Schedule may not be less than the raining term of the existing Schedule but may be extended for a term equal to that of the original Schedule. Adjustments to the Guaranteed Minimum Images commitment and/or the addition of equipment may result in a higher or lower cost per image and payment. UPGRADE GUARANTEE At any time after the expiration of one-half of the original term of the Schedule to which these Guarantees relate, you may reconfigure the Products by adding, exchanging, or upgrading to an item of Products with additional features or enhanced technology. A new Schedule of like original term must be agreed to and signed by you and as. The Image Management Cost Per Image, the Coat of Additional Images and the Minimum Payment of tle new Schedule will be based on the Products, the added equipment and new image volume commitment PERFORMANCE COMMITMENT IKON is committed to performing these Guarantees and agrees to perform is services in * manner consistent with the applicable manu- facturers specifications. If IKON fails to meet any Guarantee and in the unlikely event that IKON is not able to repair the Products in your office, IKON, at IKON§ election, will either provide a temporary loaner while the Products are being repaired st IKON§ service center, or IKON will replace such Products with comparable Products of equal or greater capability at no additional charge. If you are dissatisfied with IKON'S performance, please send a registered letter outlining your concerns to the address specified below in the Correspondence" section. Please allow 30 days for resolution. CORRESPONDENCE Please send all correspondence relating to the Guarantees via registered letter to the Quality Assurance Deparmrent located at 1738 Bass Road, Macon, GA 31210 Attu: Quality Assurance. The Quality Assurance Department will coordinate resolution of any performance issues concerning the above Guarantees with your local IKON office. MISCELLANEOUS These Guarantees do not cover repairs resulting kotn misuse (includ- ing without limitation improper voltage or the use of supplies that do not conform to the manufacturer's specifications) or similar factors beyond the reasonable control of IKON. IKON and you each admawl- edge that these Guarantees represent the entire understanding of the parties with respect to the subject matter hereof and that your sole remedy for any Guarantees not performed in accordance with the fore- going is as set forth under the section hereof entitled 'Performance Commitment' Except as expressly set forth herein, IKON makes no warranties, express or implied, including any implied warranties of merchantability, fitness for use, or fitness for particular purpose. Neither party hereto shall be liable to the other for any consequential, indirect, punitive or special damages hereunder. These Guarantees shall be governed according to the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law principles. These Guarantees are not assignable by the Customer. You admowkdge and agree that, in connection with its performance of its obligations under these Guarantees, IKON may place automated teeter reading units on imaging devices, including bat not limited to the Products, 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 purpose. Once transmitted, all meter read data shall become the sole property of IKON and will be utilized for billing purposes. IKON: Oocurrrnt Efficiency At Work" and IKON Office Slutions' are trademarks of IKON Office Solutions, Inc. Sa.r G Image kl magemmr Same 4.04