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HomeMy WebLinkAboutIKON Lease Agreement - 2012 01 10 - PD Copier IKON Document Efficiency At Work' A RICOH COMPANY MASTER MAINTENANCE AND SALE AGREEMENT 3 ''.� 4k , ry R i c .y : i } �;hh `°t � . et �, + e 3 � � u. ,t ..?. ,t Legal Name Winter Springs,City of Bill To Address 1126 E STATE ROAD 434 City WINTER SPRINGS State FL IZip Code 1 32708 -2799 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 tune. 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. IKON will not be responsible to provide services for equipment, for terms or locations not identified on the Service Order accepted by IKON. (b) As part of its Services, IKON will repair or replace in accordance with the teens 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 a 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) installation or de- installation and/or movement of the serviced equipment from one location to another unless specified in writing . by IKON. 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 and/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. ■111 ' ME !'SW, IR X1111 Rev. - 10.09 1 SFP539953 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). 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, and Customer expressly consents to such adjustment without additional notice. 5. Service Charges. (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. Customer shall be responsible for any costs related to freight (including fuel surcharges, which may be imposed from time to time), postage/mailing expense (meter rentals) and/or administrative and processing fees and, to the extent IKON pays such costs, Customer shall immediately reimburse 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. Unless otherwise expressly agreed to in writing, if the term of any Service Order exceeds 12 months, the Periodic Service Charges and the Cost of Additional Images may be increased by IKON up to 10% annually for each year beyond the initial 12 -month period, and Customer expressly consents to such adjustment without additional notice. 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, in addition to any other remedies _available at law or equity, 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 Supplies: Meter Readings. (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 and Customer agrees to pay Service Charges based on such estimated meter reads. 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, embedded or otherwise, including but not limited to the Equipment, at your location in order to facilitate the timely and efficient collection of accurate meter read data on a monthly, quarterly or annual basis, service calls and toner alerts. 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. Basic Connectivity Services. If any software, system support or related connectivity services are specifically set forth on a Service Order and accepted by IKON, IKON shall provide any such services at the Customer location set forth in the Services Order, as applicable, or on a remote basis. Customer shall provide IKON with such access to its facilities, networks and systems as may be reasonably necessary for IKON to perform such services. Customer acknowledges that IKON's performance of any such services is dependent upon Customer's timely and effective performance of its responsibilities as set forth in the Service Order, as applicable. Unless connectivity services are specifically identified in the Service Order as part of the services to be performed by IKON, IKON shall have no obligation to perform and no responsibility for the connection of any hardware or software to any Customer network or system. Rev. - 10.09 2 SFP539953 9. Customer Obligations. 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. 10. arty Termination. 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. 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 ( "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 "Monthly Service Charge" (as defined below) payable under such Service Order; (ii) if the termination occurs in months 13 through 24, an amount equal to 9 times the Monthly Service Charge; and (iii) if the termination occurs anytime after the 24th month, an amount equal to the lesser of 6 times the 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, the Termination Fee shall be 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. For the purposes herein, the "Monthly Service Charge" shall equal (i) the base monthly Service Charge set forth in the applicable Service Order; or (ii) in the event the Service Order does not contain a base monthly Service Charge, the average monthly Service Order charges for the 6 -month period prior to the date of Customer's termination. If such termination date occurs less than 6 months after the effective date of the Service Order, the Monthly Service Charge will be equal to the average monthly Service Order charges for the number of months the Service Order was in effect. 11. Insurance. At all times during the term of this Agreement, each party agrees to obtain and maintain in effect the following insurance coverages: (a) Each party shall maintain Workers' Compensation Insurance for all such party's employees, including coverage under the applicable State and Federal Laws where the work will be performed. Each party shall also require that all of its subcontractors maintain similar Workers' Compensation coverage. (b) Each party shall maintain Employer's Liability Insurance, typically coverage B of the Workers' Compensation policy, with limits of a minimum of: (i) $1,000,000 for each accident for bodily injury by accident, (ii) $1,000,000 for bodily injury by disease, and (iii) $1,000,000 for each employee for bodily injury by disease. Each party shall also require that all of its subcontractors maintain similar Employer's Liability coverage. (c) Each party shall maintain General Liability Insurance that includes the other party as an additional insured. Limits shall be a minimum of: $1,000,000 per occurrence for bodily injury and property damage and (ii) $2,000,000 annual aggregate. Coverage shall include those perils generally associated with a commercial general liability policy and specifically include contractual liability coverage. Coverage shall contain no exclusions for cross liability between insureds. Each party shall also require that all of its subcontractors maintain similar general liability insurance. The following terms shall apply to all Product sale transactions: 12. 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. IKON will not be obligated to sell or deliver Products for which such information is not provided in a Sales Order accepted by IKON. 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 credit reason. 13. Returns: Damaged Products. No Products may be retumed 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 five days after receipt of Products. Rev. -10.09 3 SFP539953 • The following terms shall apply to the IKON PlusPak Program: 14. IKON PlusPak Program. 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 10b. 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 transactions: 15. 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, in connection with any Product sale, 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 INDIRECT, 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. IN NO EVENT SHALL IKON BE LIABLE TO CUSTOMER FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, OR DELAY OF DELIVERY OF SERVICES UNDER THIS AGREEMENT. IKON ASSUMES NO OBLIGATION TO PROVIDE OR INSTALL ANY ANTI -VIRUS OR SIMILAR SOFTWARE AND THE SCOPE OF SERVICES CONTEMPLATED HEREBY DOES NOT INCLUDE ANY SUCH SERVICES. 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 Tor 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. 16. Ricoh Desktop Printer Warranty. Any Services under this Agreement for Ricoh Desktop Printers (which may, in some circumstances, be identified by the designation "[DS]" on the Service Order) are provided exclusively under the terms of the One (1) Year Manufacturer's Warranty provided with such Ricoh Desktop Printers and are subject to the terms and conditions set forth therein. 17. Payment: 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 extemal 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. 18. 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. Rev. - 10.09 4 SFP539953 FlOriCk- 19. Governing Law: Entire Agreement// This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Paamaylvania,The parties hereto also agree to submit to the non - exclusive jurisdiction of the courts of the Commonwealth of.Denneylvarria to resolve any action under this Agreement. This Agreement constitutes the entire agreement between the 1' 1 or; d a- parties an may not be amended except in writing signed by an officer or authorized representative of IKON. All Sales Orders and Service 4 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. The delay or failure of either party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of such provision or affect the right of such party thereafter to enforce each and every provision of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable. 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., 3920 Arkwright Road Macon, GA 31210. Attention: IKON Quality Assurance Department. ( ' ll{2 }i1t0)vnJ 1;C [ I ') , .■0.0 1 (W ; IF 1K (1 ,btU t4ir1(li't0 I DI( , I Authorized Signature /. ' Authorized Signature / i ', l / / S Signature Printed Name / < ( 7 ... ‘ j ; , L , Sh, --ti Signature Printed Name 6410h 7 ga Title C ; �j (�/1 n r „ f r — Title }y . j ha [� Date 1 — - 0 IA Date Rev. - 10.09 5 SFP539953 1 {I( PSUAriErtif II [I I IMAGE 1( Document Efficiency At Wore PLUS , Manage en z�-0 ARICOH COMPANY Product Schedule Number: State and Local Government Master Agreement Number: This Image Management Plus 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 Winter Springs,City of , as Customer ( "Customer" or "you "). All terms and conditions of the Master 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 Schedules to the Master Agreement. CUSTOMER INFORMATION CITY OF WINTER SPRINGS BARBARA MARTIN Customer (Bill To) Billing Contact Name 300 N MOSS RD 1126 E STATE ROAD 434 Product Location Address Billing Address (if dif/erenl from location address) WINTER SPRINGS SEMINOLE FL 32708 -2510 WINTER SPRINGS SEMINOLE FL 32708 -2799 City County State Zip City County State Zip Billing Contact Telephone Number Billing Contact Facsimile Number Billing Contact E-Mail Address (407) 327 -1800 (407) 327-0000 1 PRODUCT DESCRIPTION ( "Product ") Qty Product Description: Make & Model QtS iI? I'rnduet Description: Make & h3odel. 1 R.ICOITAFICIO MP C4501 PAYMENT SCHEDULE Minimum Term Minimum Payment Minimum Payment Billing Frequency Advance Payment (months) (Ililhout Tint Monthly ❑ 1" Payment 36 $ 615.20 © Quarterly ❑ 1 ° & Last Payment ❑ Other: ❑ Other: GuaraiueedMiniwum,I es *e . _ Cost of Additional !ma es° Meter Reading /Billing Frequency Color BlackiWhite Color ❑ Monthly 0 0 .006838 0.04 ei Quarterly ❑ Other: • Based upon Minimum Payment Billing Frequency ° 13ased upon standard 8 YY2 ":x 1 1" paper size. Paper sizes greater than 8 %" x 11" may count as more than one image. Sales Tax Exempt:. E1 YES (Attach Exemption Certificate) Customer Billing Reference Number (P.O. #, etc.) Addendum(s) attached: ❑ YES (check if yes and indicate total number of pages: ) TERMS AND CONDITIONS 1. The first Payment will be due on the Effective Date. 2. You, the undersigned Customer, have appliied to us to use the above- described items ( "Product') for Lawful commercial (non - consumer) purposes. THIS IS AN UNCONDITIONAL, NON- CANCELABLE AGREEMENT FOR THE MININIUM TERM INDICATED ABOVE. If we accept this Schedule you agree to use the above Product on all the terms hereof, including the Terms and Conditions on the SFP566144 SLG PS -IMP 04.1 I- 818•ASK -IRON =tm'o'iknr. rnnr Past 1 01'2 IKON Office Solutions® and IKON: Document Efficiency At Work®aA Ricoh Company are trademarks of IKON Office Solutions, Inc. Ricoh® is a registered trademark of Ricoh Company. Ltd. • Master Agreement. THIS WILL ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS SCHEDULE AND TUE MASTER AGREEMENT AND HAVE RECEIVED A COPY OF THIS SCHEDULE AND THE MASTER AGREEMENT. 3. Image Charges/Meters: In return for the Minimum Payment, you are entitled to use the number of Guaranteed Minimum Images as specified in the Payment Schedule of this Schedule. The Meter Reading/Billing Frequency is the period of time (monthly, quarterly, etc.) for which the number of images used will be reconciled. If you use more than the Guaranteed Minimum Images during the selected Meter Reading/Billing Frequency period, you will pay additional charges at the applicable Cost of Additional Images as specified in the Payment Schedule of this Schedule for images, black and white and /or color, which exceed the Guaranteed Minimum Images ( "Additional Images "). The charge for Additional Images is calculated by multiplying the number of Additional Images times the applicable Cost of Additional Images. The Meter Reading/Billing Frequency may be diffe ent than the Minimum Payment Billing Frequency as specified in the Payment Schedule of this Schedule. You will provide us or our designee with the actual meter reading(s) by submitting meter reads electronically via an automated meter read program,. or in any other reasonable manner requested by us or our designee from time to time. If such meter reading is not received within seven (7) days of either the end of the Meter Reading/Billing Frequency period or at our request, we may estimate the number of images used. Adjustments for estimated charges for Additional Images will be made upon receipt of actual meter reading(s). Notwithstanding any adjustment, you will never pay less than the .Minimum. Payment. 4. Additional Provisions (if any) are: THE PERSON SIGNING THIS SCHEDUL N BEHALF OF THE CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO DO SO. CUSTOMER Accepted by: IKO,k4 OFFICE SOLUT ONS, INC. By: X By: ,5641 iD w lKeS Author'/Signer Sin are Authorized Signer Signal Printed Name: n L. .Syt ; fl Printed Name: 6/JA y to to ices Title: _ C t .�-�/ Date: 1 - I O j 2. Title: �1/ ✓Vti✓ / / - ►f�,4,ne- 40 7e:(� Date: /17 SFP 566144 SLG PS - IMP 04.11 I- 888 -- ASK -IKOA yv ' ;knn raw I'age 2 of 2 IKON Office Solutionsg and IKON: Document Efficiency At work® /A Ricoh Company are trademarks or IKON Office Solutions, Inc. RicohtE is a registered trademark of Ricoh Company,lad. • � K►KP Document Efficiency IKON OFFICE SOLUTIONS, INC. At Work IMAGE MANAGEMENT PLUS COMMITMENTS earcancorrwe The below service commitments (collectively, the "Service Commitments') 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'), and a wholly owned subsidiary of Ricoh Americas Corporation. The words 'you' and 'your' refer to you, our customer. You agree that IKON alone is the party to provide at of the services set forth below and is Cully responsible to you, the customer, for all of the Service Commitments. The Service Commitments are only applicable to the equipment ('Product') described in the Image Management Plus Product Schedule to which these Service Commitments are attached, excluding facsimile machines, single - function and wide - format printers and production units. The Service Commitments are effective on the dale the Product is accepted by you and apply during IKON's normal business hours, excluding weekends and IKON recognized holidays. They remain in effect for the Minimum Term so long as no ongoing default exists on your part. TERM PRICE PROTECTION PERFORMANCE COMMITMENT The Image Management Minimum Payment and the Cost of Additional Images, as described on IKON is committed to performing these Service Commitments and agrees to perform its services in the image Management Plus Product Schedule, will not increase in price during the Minimum Term a manner consistent with the applicable manufacturer's specifications. If IKON fails to meet any of the Image Management Plus Product Schedule, unless agreed to in writing and signed by both Service Commitments and in the unlikely event that IKON is not able to repair the Product in your parties. office, IKON, at IKON's election, will provide to you either the delivery of a temporary loaner, for PRODUCT SERVICE AND SU PPLIES use while the Product is being repaired at IKON's service center, or IKON will replace such Product IKON wdl provide full coverage maintenance services, including replacement parts, drums, labor with comparable Product of equal or greater capability at no additional charge. These are the and all service calls, during Normal Business Hours. "Normal Business Hours° are between 8:00 exclusive remedies available to you under the Image Management Plus Commitments Customer's a.m. and 5:00 pm., Monday to Friday excluding public holidays. IKON will also provide the exclusive remedy shall be for IKON to re- perform any Services not in compliance with this warranty supplies required to produce images on the Product covered under the Image Management Plus and brought to IKON's attention in writing within a reasonable time, but in no event more than thirty Product Schedule (other than non- metered product and soft-metered product). The supplies will be (30) days after such Services are performed. If you are dissatisfied with IKON's performance, you provided according to manufacturer's specifications. Optional supply items such as paper and must send a registered letter outlining your concerns to the address specified below in the 'Quality transparencies are not included. Assurance' section. Please allow 30 days for resolution. RESPONSE TIME COMMITMENT ACCOUNT MANAGEMENT IKON will provide a quarterly average response time of 2 to 6 business hours for all service calls Your IKON sales professional will, upon your request, be pleased to review your product located within a 30 -mile radius of any IKON office, and 4 to 8 business hours for service calls performance metrics on a quarterly basis and at a mutually convenient date and time. IKON will located within a 31 -60 mile radius for the term of the Image Management Pius Product Schedule. follow up within 8 business hours of a call or e-mail to one of our account management team Response time is rneasured in aggregate for at Product covered by the Image Management Plus members requesting a metrics review. IKON will, upon your request be pleased to annually Product Schedule. review your business environment and discuss ways in which we may improve efficiencies and UPTIME PERFORMANCE COMMITMENT reduce costs relating to your document management processes. IKON will service the Product to be Operational with a quarterty uptime average of 96% during QUALITY ASSURANCE Normal Business Hours, excluding preventative and interim maintenance time. Downtime will begin Please send all correspondence relating to the Service Commitments via registered letter to the at the time you place a service call to IKON and will end when the Product is again Operational. Quality Assurance Department located at: 3920 Arkwright Road, Macon, GA 31210, Attn: Quality You agree to make the Product available to IKON for scheduled preventative and interim Assurance. The Quality Assurance Department will coordinate resolution of any performance maintenance. You further agree to give IKON advance notice of any critical and specific uptime issues cenceming the above Service Commitments with your local IKON office. If either of the needs you may have so that IKON can schedule with you interim and preventative maintenance in Response Time or Uptime Performance Commitments is not met, a one -time credit equal to 3% of advance of such needs. As used in these Service Commitments ° Operationar means substantial your Minimum Payment invoice total wit be made available upon your request, Credit requests compliance with the manufacturer's specifications and/or performance standards and excludes must be made in writing via registered letter to the address above. IKON is committed to customary end -user corrective actions. responding to any questions regarding invoiced amounts for the use of the Product relating to the IMAGE VOLUME FLEXIBILITY AND PRODUCT ADDITIONS Product Schedule within in a two (2) day timeframe. To ensure the most timely response please At any time after the expiration of the initial ninety day period of the original term of the Image call 1.888 -ASK IKON. Management Plus Product Schedule to which these Service Commitments relate, IKON will, upon MISCELLANEOUS your request, review your image volume. If the image volume has moved upward or downward in These Service Commitments do not cover repairs resulting from misuse (including without an amount sufficient for you to consider an alternative plan, IKON wit present pricing options to limitation improper voltage or environment or the use of supplies that do not conform to the conform to a new image volume. if you agree that additional product is required to satisfy your manufacturer's specifications), subjective matters (such as color reproduction accuracy) or any increased image volume requirements, IKON will include the product in the pricing options. The other factor beyond the reasonable control of IKON. IKON and you each acknowledge that these addition of product and /or increases /decreases to the Guaranteed Minimum Images requires an Service Commitments represent the entire understanding of the parties with respect to the subject amendment ( "Amendment ") to the Image Management Plus Product Schedule that must be agreed matter hereof and that your sole remedy for any Service Commitments not performed in to and signed by both you and IKON. The term of the Amendment may not be less than the accordance with the foregoing is as set forth under the section hereof entitled 'Performance remaining term of the existing Image Management Plus Product Schedule but may extend the Commitment. The Service Commitments made herein are service and/or maintenance warranties remaining term of the existing Image Management Plus Product Schedule for up to an additional and are not product warranties. Except as expressly set forth herein, IKON makes no warranties, 60 months. Adjustments to the Guaranteed Minimum Images commitment and/or the addition of express or implied, including any implied warranties of merchantability, fitness for use, or fitness for product may result in a higher or lower minimum payment. Images decreases are limited to 25% of a particular purpose. Neither party hereto shall be liable to the other for any consequential, the Guaranteed Minimum Images in effect at the time of Amendment. indirect, punitive or special damages. Customer expressly acknowledges and agrees that, in PRODUCT AND PROFESSIONAL SERVICES UPGRADE OPTION connection with the security or accessibility of information stored in or recoverable from any At any time after the expiration of one -half of the original term of the Image Management Plus Product provided or serviced by IKON, Customer is solely responsible for ensuring its own Product Schedule to which these Service Commitments relate, you may reconfigure the Product by compliance with legal requirements or obligations to third parties pertaining to data security, retention and protection. To the extent adding, exchanging, or upgrading to an item of Product with additional features or enhanced allowed by law Customer shall indemnity and hold harmless technology. A new Image Management Plus Product Schedule or Amendment must be agreed to IKON and its subsidiaries, directors, officers, employees and agents from and against any and all and signed by you and IKON for a term not less than the remaining term of the existing Image costs, expenses, liabilities, claims, damages, losses, judgments or fees (including reasonable Management Plus Product Schedule but may, in the case of an amendment, extend the remaining attorneys' tees) arising from its failure to comply with any such legal requirements or obligations. form of the existing Image Management Plus Product Schedule for up to an additional 60 months. These Service Commitments shad be governed according to the laws of the Commonwealth of The Image Management Cost of Additional Images and the Minimum Payment of the new Image Pennsylvania without regard to its conflicts of law principles. These Service Commitments are not Management Plus Product Schedule or Amendment will be based on any obligations remaining on assignable by the Customer. Unless otherwise slated in your Implementation Schedule, your the Product, the added product and new image volume commitment. Your IKON Account Product wtl ONLY be serviced by an 'IKON Certified Technician'. You acknowledge and agree Executive will be pleased to work with you on a Technology Refresh prior to the end of your Image that, in connection with its performance of its obligations under these Service Commitments, IKON Management Plus Product Schedule or Amendment. may place automated meter reading units on imaging devices, including but not limited to the Product, at your location in order to facilitate the timely and efficient collection of accurate meter read data on a monthly, 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 biting purposes. IN WITNESS WHEREOF, each party has caused its duly authorized officer to execute these Image Management Plus Commitments as of 20 CUSTOMER 7 IKON OFFICE SO TIONS, INC. Name: ' ... -- -- Name: 5 ��ifGw?S Title: C .' y IN G n t� e a^ Title: -g C.e. U _._._...__..._....__._.__..__ _._. — ._ Dale: 1 — ) , — 1 Z Date: 1 f / SFP566144 SLG PS -IMPC 04.11 1488-ASK-IKON Alm> Ikon rant Page I of 1 IKON Office Solutions® and IKON: Document Efficiency Al Work® /A Ricoh Company arc trademarks of IKON Office Solutions, Inc. Ricohn is a registered trademark of Ricoh Company, Ltd. Work Order - US 1 ON Document Efficiency IKON Office Solutions. INC. At Work? I Base Eq Model #I Base Eq Serial # 'Email Address of PS Rep I Date of Services: A RICOH COMPANY Customer must already be an IKON customer to use thts form without being part of the SFP Bill To Cost No.: Pymt Method: Ship To Customer No.: PO No: PO Date: Bill To Customer: City Of Winter Springs Ship To Customer Address: 1126 E State Rd 4343 Address: 300 n Moss rd City: Winter Springs State: Fl Zip: 32708 -2799 City: Winter Springs State: Fl Zip: 32708 Customer Contact: Barbara Martin Title: Manager Phone: 407 - 327 -1800 IKON Sales Rep: James Nunn Phone: 407- 838 -9004 MPS/FSM/SAM/SAC: SC: SC -C: SA/SSA: Description of Services Professional Services Provided - 1st Task Professional Services Provided - 2nd Task '.. Connect Svc Tech - 82C Segment 1- 3 Installation - Ricoh Personal Paperiess Document Management (1 U; o Design and perform soMion implementation plan ConM tMty (a required, same visit) o Install and eonhl re printer interface - Install end configure printer interface *Assist customer in connecting to their network -Assist customer in connecting to their network o Inatee and setup print dr vers PPD's on up to two (2) workstations - Install and setup print driversmPD's on up to five (5) workstations with printer o Printer operator training for teed operator /administrator operator training for administrator o End user training for pent driversfPPD's for up to tyro (2) persons - Perform Pre - Installation and System Requirement Check o System Administrator Training - Meted and Configure PSP Server/Windows ANh Server/Desktop Delivery PSP on one 0) Pc - Install and Configure PaperPort 11 on one (1) PC - Insiall and Configure OmniPage 16 on one (1) PC - Install and Configure Professional PDF Convertor 5 on 1 PC - Perform One t1) Session of Ashore Training - Perform One (1) Session End -User Training for One (1) User Task e1KON Code OMB Code city Price Ext. Price Notes: '.. 1 PS- CONN- WC-1 -3 WPWTMO 1 $305.04 $0.00 2 PS- INSRICPPDM -1 WPSRYO 1 $705 Or 30.00 3 Total Price: I Included This Work Order shall be effective as of the date of execution by both IKON and Customer. By signing below, the undersigned represent that they sr duly authorized to enter into this Work Order on behalf of their respective entities. CUSTOMER IKON OFFICE SS�9L'UTIONS, INC. By: X By 0614) , 4 `k e r Name: 1 <�v n (_, i-}-1, Name: Title: (;' +'t fYLRi 3 v r' Title- �y .,Gt. fi I 4/} w Date: I - t , /, 1 Date: - oL / —a ..-,t/ TERMS AND CONDITIONS The performance by IKON of the Services described in this Work Order is subject to and shall be governed solely by the following terms and conditions: Customer engages IKON to perform the services described in this Work Order (the "Services'). Changes to the scope of the Services shall be made only in a written change order signed by both parties. IKON shall have no obligation to commence work in connection with any change until the fee and/or schedule impact of the change mid all other applicable terms are agreed upon by both parties in whiting. IKON shall provide the Services at the Customer location set forth herein or on a renmte basis. in consideration of its Services hereunder, Customer shall pay IKON the Service fees in the amounts and at the rates set forth above. Customer shall pay all amounts payable to IKON hereunder within thirty (30) days of the date of the invoice submitted by IKON. If IKON undertakes collection or enforcement effoits, Customer shall be liable for all costs thereof, including, without Utilitarian, reasonable attorneys' fees and late charges. IKON may suspend or terminate Services for non- payment, Customer shall be responsible for payment of any applicable taxes arising in connection with the transactions contemplated hereby (other than with respect to the income of IKON). Customer shall provide IKON with such access to its facilities, networks and systems as maybe reasonably necessary for IKON to perform its Services. Customer acknowledges that IKON'S perfonnance of the Services is dependent upon Customer's timely and effective perfonnance of its responsibilities hereunder. Unless connectivity services are specifically identified in the Task and Description section of this Work Order as part of the Services to be performed by IKON, IKON shall have no obligation to perfomt and no responsibility for the correction of any hardware or software to any Customer network or system. IKON shall perform its Services in a professional manner. IKON is not the manufacturer of any of the software, tools and/or products utilized in connection with this Work Order. IKON shall, however, make mailable to Customer any warranties made to IKON by the manufacturers of the sofware, tools and/or products utilized by IKON in connection with its Services hereunder, to the extent transferable and without recourse. If Customer has engaged IKON to provide Customer tools to assist Customer in Data Management Services that relate to the security or accessibility of information stored in or recoverable from any devices provided or serviced by IKON, including but not limited to any hard drive removal, cleansing or formatting services of any kind. Customer expressly acknowledges and agrees that (1) it is aware of the security alternatives available to it, (ii) it has assessed such alternatives and exercised its owu independent judgment in selecting the Data Management Services and determined that such Data Management Services are appropriate for its needs and compliance, (iii) IKON does not provide legal advice with respect to information security or represent or warrant that its Data Management Services or products are appropriate for Customer's needs or that such Data Management Services will guarantee or enure compliance with any law, regulation, policy, obligation or requirement that may apply to or affect Customer's business, information retention strategies and standards, or information security requirements, Additionally, Customer expressly acknowledges and agrees that, (a) Customer is responsible for ensuring its oven compliance with legal requirements pertaining to data retention and protection, (b) it is the Customer's sole responsibility to obtain advice of competent legal eomsel as to the identification and interpretation of any relevant laws and regulatory requirements that may affect the Customer's business or data retention, and any actions requ to comply with such laws, and (c) die selection, use and design of any Data Management Services, and any and all decisions arising with respect to the deletion or storage of any data, as well as any loss, or presence, of data resulting therefrom, shall be the sole responsibility of Customer, and Customer shall indemnify and hold harmless IKON and its subsidiaries, directors, officers, employees and agents front and against any and all costs, expenses, liabilities, claims, damages, losses, judgments or fees (including reasonable attorneys' fees) arising therefrom or related thereto. EXCEPT AS EXPRESSLY SET FORTH HEREIN, IKON MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THiS WORK ORDER AND THE TRANSACTIONS CONTF.MPLA I Ell HEREBY. IN NO EVENT SHALL IKON BE LIABLE TO CUSTOMER FOR ANY INDIRECT SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THLS WORK ORDER OR THE PERFORMANCE OR BREACH HEREOF, EVEN IF IKON HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IKONS UABILI fY TO CUSTOMER HEREUNDER, IF ANY SHALL iN NO EVENT EXCEED THE TOTAL OF THE FEES PAID TO IKON HEREUNDER BY CUSTOIvMER. IN NO EVENT SHALL IKON BE LIABLE TO CUSTOMER FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, OR DELAY OFDELiVEItY OF SERVICES UNDER THIS WORK ORDER. IKON ASSUMES NO OBLIGATION TO PROVIDE OR INSTALL ANY ANTI -VIRUS OR SIMILAR SOFTWARE AND THE SCOPE OF SERVICES CONTEMI'LATED HEREBY DOES NOT INCLUDE ANY SUCH SERVICES. Except for purposes of this Work Order, IKON shall not use or disclose any proprietary or confidential Customer data derived from its Services hereunder; provided, however, that IKON may use general statistics relating to the Service engagement so long as it does not disclose the identity of Customer or mnke any reference to any information from which the identity of Customer may he reasonably ascertained. Customer agrees that during the teen of the Services and for a period of one (1) year after termination thereof, it shall not directly or indirectly solicit, hire or otherwise retain as an employee or independent contractor any employee of IKON that is or was involved with or part of the Services. 'Ibis Work Order represents the entire agreement between the parties relating to the subject matter hereof and supersedes all prior understandings, writings, proposals, representations or communications, oral or written, of either party. This Work Order may be amended only in writing executed by the authorized representatives of both parties. Any purchase order, service order or other Customer ordering document will not modify or affect this Work Order, nor have any other legal effect, and shall serve only the purpose of identifying the scnice ordered. This Work Order may not be hansfered or assigned by Customer without the prior written consent of IKON. This Work Order shall be interpreted in accordance with the substantive laws of the Co mrnonwealdh ofd without regard to principles of conflicts of law. The relationship of the parties is that of independent contractors. IKON slatl not be i responsible for and i iiill be excused performance or have reasonable additional periods of time to perform its obligations where it is delayed or prevented from performing any of its obligations for reasons beyond iKON's reasonable control, including, without limitation, acts of God, natural disasters, labor disputes, strikes or unavailability of services, personnel or materials. This Work Order is separately enf reeable es a complete and independent binding agreement, independent of all other Work Orders, if any. By signing, the Customer acknowledges and accepts the terms and conditions of this Work Order, t ic ,, e 1 a ontrms that the undersigned has the necessary power and authority to enter into this Work Order on behalf of Customer. Q v 02 04,1 1111 M IEZEtkagNIIEN,1114111111 Page 1 011 • 1 /10 /2012 Barb, Make 1 copy of each document so we'll have 2 originals. Put signature tabs on each page where he needs to sign or initial. Master Maintenance and Sales Agreement — Kevin needs to: • initial p.5 in both locations (top of page) where Pennsylvania was changed to Florida • sign p. 5 in signature area Product Schedule — Kevin needs to: • sign p.2 where indicated • sign p.3 where indicated • sign p.4 where indicated • initial at bottom of page where Pennsylvania was changed to Florida Kevin, These lease documents are for (1) PD copier; Miami -Dade bid 9301 -0/20. These have been reviewed by Kate Latorre. Please execute and return to Barb. Once fully executed by both parties, we will make sure the Clerk's Office gets an original. Thanks, Joanne