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HomeMy WebLinkAboutIKON Agreement - 2011-12 08 - City Hall Copiers SIN IR ERNI PAM IVO ■I 111 3 ;T m5'""+ g Av w" of _ Cl7 rll M1 t II(ON Document Efficiency P ode Sc1xee _ ' At Work.' ' ;' , S " A RICOH COMPANY Product Schedule Number: Master Agreement Number: This Product Schedule ( "Schedule ") is made part of the 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 teens 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 Nanie 1126 E STATE ROAD 434 1126 E STATE ROAD 434 Product Location Address Billing Address (if dtgere» t fi•on, location address) WINTER SPRINGS SEMINOLE FL 32708 -2799 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 BMARTIN @WINTERSPRINGSFL.ORG PRODUCT DESCRIPTION ( "Product ") Qty Product Description: Make & Model Qty Product Description: Make & Model 1 RICOH COPIER MP6000 1 RICOH COPIER MP6000 PAYMENT SCHEDULE Minimum Term Minimum Payment Minimum Payment Billing Frequency Advance Payment (months) (Without Tax) ❑ Monthly ❑ 1 Payment 15 $ 1392.00 ® Quarterly ❑ I" & Last Payment ❑ Other: ❑ Other: Sales Tax Exempt: ID 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 applied to us to rent the above - described items ("Product ") for commercial (non - consumer) purposes. Except with respect to the express non - appropriations rights set forth in the Agreement, THIS IS AN UNCONDITIONAL, NON - CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ABOVE. If we accept this Schedule, you agree to rent the above Product from us, and we agree to rent such Product to you, on all the terms hereof, including the Teens and Conditions on the Master Agreement. THIS WILL ACKNOWLEDGE THAT VOU HAVE READ AND UNDERSTAND THIS SCHEDULE AND THE MASTER AGREEMENT AND HAVE RECEIVED A COPY OF THIS SCHEDULE AND THE MASTER AGREEMENT. 3. Additional Provisions (if any) are: THE PERSON SIGNING THIS SCHEDU ON BEHALF OF THE CUSTOMER REPRESENTS THAT HE /SHE HAS THE AUTHORITY TO DO SO. CUSTOMER Accepted by: , OFFICE SOLUTI NS, INC. By: X d By: O (J) f/< S 7 Authorize. igner Signa ire Authorized Signer Signal e Printed Name: Kevin mith Printed Name: 6/4706 y t '� title: CitY Manager Date: 1 2/8/20 11 Title: /L(�(/ ✓ e� rG�1 Date: 12-43 SFP539953 SLG PS 04.11 1-888-ASK-IKON www.Mon.com Ikon.coor Page 1 of I IKON Office Solutions' and IKON: Document Efficiency M Work' /A Ricoh Company are trademarks of IKON Office Solutions, Inc. Ricohe is a registered trademark of Ricoh Company, Ltd • I , t t ��� Document Efficiency 11% .... . r At .. .,n V At Work? A RICOH COMPANY • Number: CUSTOMER INFORMATION Full Legal Name Winter Springs,City of Address 1126 E STATE ROAD 434 City State Zip Contact Phone WINTER SPRINGS FL 32708 - 2799 BARBARA MARTIN (407) 327 - 1800 Facsimile Number E -mail Address (407) 327 -6999 Ca 1 BMARTIN @WINTERSPRINGSFL.ORG This Master Agreement ( "Master Agreement ") has been written in clear, easy to understand English. When we use the words "you ", "your" or "Customer" in this Master Agreement, we mean you, our customer, as indicated above. When we use the words "we ", "us ", or "our" in this Master Agreement, we mean IKON Office Solutions, Inc. Our corporate office is located at 70 Valley Stream Parkway, Malvern, PA 19355. 1. Agreement. We agree to rent to you, and you agree to rent from us, subject to the temps of payable in upfront sales tax states where you opt to pay the tax over the tent of the lease . this Master Agreement, the personal and intangible property described in any equipment and not a lump sum at lease inception). If we are required to file and pay property tax, you schedule (a "Schedule ") executed by you and us and incorporating the terns of this Master agree at our discretion, to either: (1) reimburse us for all personal property and other similar Agreement by reference. Each Schedule shall be separately enforceable as a complete and taxes and governmental charges associated with the ownership, possession or use of the independent agreement, independent of all other Schedules to this Master Agreement. The Product when billed by the jurisdictions; or (2) remit to us ench billing period our estimate personal and intangible property described on a Schedule (together with all attachments, of the pro -rated equivalent of such taxes and govenu ental charges. In the event that the replacements, parts, substitutions, additions, repairs, and accessories incorporated in or billing period sums include a separately stated estimate of personal property and other affixed to the property and any license or subscription rights associated with the property) similar taxes, you acknowledge and agree that such amount represents our estimate of such will be collectively referred to as "Product ". The manufacturer and/or vendor of the tangible taxes that will be payable with respect to the Product during the term of the applicable Product shall be referred to as the "Vendor'. To the extent the Product includes intangible Schedule. As compensation for our internal and external costs in the administration of taxes property or associated services such as periodic software licenses and prepaid data base related to each Product, you agree to pay us a "Property Tax Administrative Fee' equal to subscription rights, such intangible property shall be referred to as the "Software ". S 10 per Product and a maximum of S60 per invoice during the tens of the applicable Schedule, not to exceed the maximum pennitted by applicable law. The Property Tax 2. S edules• Delivery and Acceptance. Each Schedule that incorporates this Master Administrative Fee, at our sole discretion, may be increased by an amount not exceeding Agreement shall be governed by the terms and conditions of this Master Agreement, as well 10% thereof for each subsequent year during the term of the applicable Schedule to reflect as the terms and conditions set forth in such individual Schedule. The termination of this our increased cost of administration, and we will notify you of any such increase by Master Agreement will not affect any Schedule executed prior to the effective date of such indicating such increased amount in the relevant invoice or in such other manner as we may termination. When you receive to Product, you agree to inspect it to determine it is in good deem appropriate. A valid sales and use tax exemption certificate must be provided to us working order. Scheduled Payments (as specified in the applicable Schedule) will begin on within ninety (90) days of the first invoice to receive a credit/waiver of sales tax. the Product delivery and acceptance date ( "Effective Date "). You agree to sign and return to us a delivery and acceptance certificate (which, at our request, may be done electronically) 6. Warranties. We transfer to you, without recourse, for the term of each Schedule, any written within three (3) business days after any Product is installed. warranties made by the Vendor or Software Supplier (as defined in Section 10 of Iltis Master Agreement) with respect to the Product rented pursuant to such Schedule. YOU 3. Term: Payments. The first scheduled Payment (as specified in the applicable Schedule) ACKNOWLEDGE THAT WE DO NOT MANUFACTURE OR DESIGN THE ( "Payment ") will be due on to Effective Date. The remaining Payments will be due on the PRODUCT. YOU ACKNOWLEDGE THAT YOU HAVE SELECTED THE PRODUCT' same day of each subsequent month, unless otherwise specified on the applicable Schedule. BASED ON YOUR OWN JUDGMENT AND YOU HEREBY AFFIRMATIVELY if any Payment or other amount payable under any Schedule is not received within ten (10) DISCLAIM RELIANCE ON ANY ORAL REPRESENTATION CONCERNING THE days of its due date, you will pay to us, in addition to that Payment, a one -time late charge PRODUCT MADE TO YOU. However, if you enter into a Maintenance Agreement with us of 5% of the overdue Payment (but in no event greater than the maximum amount allowed with respect to any Product, no provision, clause or paragraph of this Master Agreement by applicable law). Yon also agree to pay all shipping and delivery costs associated with the shall alter, restrict, diminish or waive the rights, remedies or benefits that you may have ownership or use of the Product, which amounts may be included in your Payment or billed against us under such Maintenance Agreement. WE MAKE NO WARRANTY, EXPRESS separately. You also agree that, except as expressly stated in Section 19 below, THIS IS AN OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, BUT NOT UNCONDITIONAL, NON - CANCELABLE AGREEMENT FOR THE MINIMUM TERM LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS INDICATED ON ANY SCHEDULE TO THIS MASTER AGREEMENT. All payments to FOR A PARTICULAR PURPOSE. AS TO US, YOU RENT THE PRODUCT "AS -IS ". us are "net" and are_ not subject to set off or reduction. You agree that you will remit YOU AGREE THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE payments to us in the fonn of company checks, (or personal checks in the case of sole ARE NOT RESPONSIBLE FOR. AND YOU WILL NOT MAKE ANY CLAIM proprietorships). direct debit or wires only. You also agree that cash and cash equivalents AGAINST US FOR, ANY CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES. are not acceptable forms of payment for this Master Agreement or any Schedule and that you will not remit such forms of payment to us. Payment in any other fonn may delay 7. Loss or Damage. You are responsible for any theft, destruction of, or damage to, the Product processing or be returned to you. Furthermore, only you or your authorized agent as (collectively, "Loss ") front any cause at all, whether or not insured, from the time or Product approved by us will remit payments to us. delivery to you until it is delivered to us at the end of the Schedule. You arc required to make all Payments even if there is n Loss. You must notify us in writing immediately of any 4. Product Location: Use and Repair. You will keep and use the Product only at the Product Loss. Then, at our option, you will either (a) repair the Product so that it is in good condition Location shown in the applicable Schedule. You will not move the Product front the and working order, eligible for any manufacturer's certification, (b) pay us the amounts location specified in the applicable Schedule or make any alterations, additions or specified in Section 12 below, or (c) replace the Product with equipment of like age and replacements to the Product without our prior written consent, which consent will not be capacity from us. unreasonably withheld. At your own cost and expense, you will keep the Product eligible for any manufacturer's certification as to maintenance and in compliance with applicable laws 8. Claims. Liability and Insurance. (a) To the extent permitted by applicable law, the parties to and in good condition, except for ordinal) wear and tear. You may elect to separately this Master Agreement will indemnify, defend and hold each other haunless from all claims engage us to provide maintenance and support services pursuant to a separate agreement for arising out of the death or bodily injury of any agent, employee or business invitee of the such purpose ( "Maintenance Agreement "). All alterations, additions or replacements will indemnified party or the damage, loss or destruction of any tangible property of the become part of the Product and our property at no cost or expense to us. We any inspect the indemnified party to the extent caused by the negligence or intentional acts or omissions of Product at any reasonable time. the indemnifying party. (b) Because you have sole possession and control of the Product, you are responsible for any damage, injury or loss caused by (or to) the Product resulting 5. Taxes and Fees.. In addition to the payments under this Master Agreement, on agree to pay front the use, misuse or possession of the Product or any accident or other casualty relating all taxes, assessments, fees and charges governmentally imposed upon our purchase, to the Product. We are responsible for damage or injury to third persons to the extent the ownership, possession, leasing, renting, operation, control or use of the Product (including, damage or ituury is caused by our negligent acts or omissions. You agree to maintain without limitation, an administrative fee equal to 3.5% of the total tax due per year for taxes insurance to cover the Product for all types of toss, including, without limit, theft, in an SFP539953 SLO MA 04.11 1 -888- ASK -IKON svnv.Ikon,com Page 1 of 3 IKON Office Sotuttions® and IKON: Document Efficiency Al Work* /A Ricoh Company are trademarks of IKON Office Solutions, Inc. Ricoh® is a registered trademark of Ricoh Company, Ltd. amount not Tess than the full replacement value and you will name us as an additional complies with Section 149(a) of the Internal Revenue Code, and the regulations insured and loss payee on your insurance policy. Such insurance will provide that we will be promulgated thereunder. given thirty (30) days advance notice of any cancellation. You agree to provide us with evidence of such insurance in a form reasonably satisfactory to us. If you are self - insured 14. Renewal: Return of Product. AFTER THE MINIMUM TERM OR ANY EXTENSION OF with respect to the Product, you shall maintain during the term of each Schedule to this ANY SCHEDULE TO THIS MASTER AGREEMENT, SUCH SCHEDULE WILL Master Agreement a self- insurance program reasonably satisfactory to us and shall provide AUTOMATICALLY RENEW ON A MONTH -TO -MONTH BASIS UNLESS EITHER to us evidence dwelt program. In the event of loss or damage to the Product, you agree lo PARTY NOTIFIES THE OTHER IN WRITING AT LEAST THIRTY (30) DAYS PRIOR remain responsible for the payment obligations under this Master Agreement mail the TO THE EXPIRATION OF THE MINIMUM TERM OR EXTENSION OF SUCH payment obligations are fully satisfied. SCHEDULE; PROVIDED, HOWEVER, THAT AT ANY TIME DURING ANY MONTH - TO -MONTH RENEWAL, WE HAVE THE RIGHT, UPON THIRTY (30) DAYS 9. Title: Recording. We are the owner of and will hold title to the Product (except for any NOTICE, TO DEMAND THAT YOU RETURN THE PRODUCT TO US IN ' Software). You will keep the Product free of all liens and encumbrances. Except as reflected ACCORDANCE WITH THE TERMS OF THIS SECTION 14. Notwithstanding the on any Schedule, you agree that this Master Agreement is a true rental. However, if any foregoing, nothing herein is intended to provide, nor shall be interpreted as providing, (a) Schedule is deemed to be intended for security. you hereby grant to us n purchase money you with n legally enforceable option to extend or rcncw the Icons of this Mastcr Agreement security interest in the Product covered by the applicable Schedule (including any or any Schedule, or (b) us with a legally enforceable option to compel any such extension or replacements, substitutions, additions, attachments and proceeds) as security for the renewal. At the end of or upon termination of each Schedule, you will immediately return payment oldie amounts under each Schedule. You authorize us to file a copy of this Master the Product subject to such expired Schedule to us (or our designee), to the location Agreement and/or any Schedule as a financing statement, and you agree to promptly execute designated by us, in as good condition as when you received it, except for ordinary wear and and deliver to us any financing statements covering the Product that we may reasonably tear. We will bear shipping charges so long as replacement equipment is selected from require; provided, however, that you hereby authorize us to file any such financing IKON. Otherwise, you will bear all shipping, de- installing, and crating expenses of the statement without your authentication to the extent pemtitted by applicable law. Product and will insure the Product for its full replacement value during shipping. You nest pay additional monthly Payments at the saute rate as then in effect under a Schedule, 10. Software or Intangibles. To the extent that the Product includes Software, you understand until the Product is rehtmed by you and is received in good condition and working ordcr by and agree that we have no right, title or interest in the Software, and you will comply us or our designees. Notwithstanding anything to the contrary set forth in this Master throughout the tent of this Master Agreement with any license and/or other agreement Agreement, the parties acknowledge and agree that we shall have no obligation to remove, ( "Software License') entered into with the supplier of the Software ( "Software Supplier'). delete, preserve, maintain or otherwise safeguard any information, images or content You are responsible for entering into any Software License with the Software Supplier no rctaincd by or resident in any Products leased by you hereunder, whether through a digital later than the Effective Date. storage device, hard drive or other electronic medium ("Data Management Services "). If desired, you may engage IKON to perform Data Management Services at then - prevailing I I. Default. Each of the following is a "Default" under this Hasler Agreement and all rates. You acknowledge that you are responsible for ensuring your own compliance with Schedules: (a) you fail to pay any Payment or any other payment within thirty (30) days of legal requirements in connection with data retention and protection and that we do not its due date, (b) any representation or warranty made by you in this Master Agreement is provide legal advice or represent that the Products will guarantee compliance with suck false or incorrect and/or you do not perform any of your other obligations under this Master requirements. The selection, use and design of any Data Management Services, and any Agreement or any Schedule and/or in any other ngreement with us or with any of our decisions arising with respect to the deletion or storage of data, as well as the loss of any affiliates and This failure continues for ten (10) days after we have notified you of it, or (c) data resulting therefrom, shall be your sole and exclusive responsibility. you become insolvent, you dissolve or are dissolved, or you assign your assets for the benefit of your creditors, or you file or have filed against you any bankruptcy or 15. Miscellaneous. It is the intent of the parties that this Master Agreement and any Schedule reorganization proceeding. shall be deemed and constitute a "finance lease" as defined under and governed by Article 2A of the UCC. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, 12. Remedies. If a Default occurs, we may do one or more of the following: (a) we may cancel EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT or tenninate this Master Agreement and/or any or all Schedules, and/or any or MI other INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT agreements that we have entered into with you; (b) we may require you to immediately pay ENFORCEABLE. YOU AGREE THAT THE TERMS AND CONDITIONS CONTAINED to us, as compensation for loss of our bargain and notes a penalty, 0 sum equal to (i) all past IN THIS MASTER AGREEMENT AND IN EACH SCHEDULE MAKE UP THE due Payments and all other amounts then due and payable under this Master Agreement or ENTIRE AGREEMENT BETWEEN ITS REGARDING THE RENTAL OF THE any Schedule; and (ii) all unpaid Payments for the remainder of the term of each Schedule PRODUCT AND SUPERSEDE ALL PRIOR WRITTEN OR ORAL plus our anticipated value of the Product at the end of the initial tern of any Schedule (or COMMUNICATIONS, UNDERSTANDINGS OR AGREEMENTS BETWEEN THE any renewal of such Schedule), such unpaid Payments and anticipated value to be PARTIES RELATING TO THE SUBJECT MATTER CONTAINED HEREIN, discounted to present value at a rate equal to 6% per year to the date of default. We agree to INCLUDING WITHOUT LIMITATION, PURCHASE ORDERS. Any purchase order, or apply the net proceeds (as specified below in this Section) of any disposition of the Product other ordering documents, will not modify or affect this Master Agreement or any Schedule, to the amounts that you owe us; (c) we may require you to deliver the Product to us as set nor have any other legal effect and shall serve only the purpose of identifying the equipment forth in Section 14; (d) we or our representative may peacefitlly repossess the Product ordered. You authorize us to supply any missing "configure to order" number ( "CTO "), without court order and you will not make any claims against us for damages or trespass or other equipment identification numbers (including, without limit, serial numbers), any other reason; (e) we may exercise any and all other rights or remedies available to a agreement/schedule identification numbers and/or dales in this Master Agreement or any lender, secured party or lessor under the Uniform Commercial Code ( "UCC "). including Schedule. You acknowledge that you have not been induced lo enter into this Master without limit, those set forth in Article 2A of the UCC, and at law or in equity; (f) Agreement by any representation or warranty not expressly set forth in this Master immediately terminate your right to use the Software including the disabling (on -site or by Agreement. Neither this Master Agreement nor any Schedule is binding on us until we sign remote communication) of any Software; (g) demand the immediate relum and obtain it. Any change in any of the terms and conditions of this Master Agreement or any Schedule possession of the Software and re- license the Software at a public or private sale; (h) cause must be in writing and signed by us. If we delay or fail to enforce any of its rights under this the Software Supplier to terminate the Software License, support and other services under Master Agreement with respect to any or all Schedules, we will still be able to enforce those the Software License, and/or (i) at our option, sell, re- lease, or otherwise dispose of the rights at a later time. All notices shall be given in writing and sent either (a) by certified mail Product under such terms and conditions as may be acceptable to us in our discretion. You or recognized overnight delivery service, postage prepaid, addressed to the party receiving agree to pay all of our costs of enforcing our rights against you, including reasonable the notice at the address shown on the front of this Master Agreement, or (b) by facsimile attorneys' fees, and all costs related to the sale or disposition of the Product including, transmission, with oral confirmation, to the facsimile number shown below such party's without limit, incidental damages expended in the repossession, repair, preparation and signature on this Master Agreement. Either party may change its address or facsimile advertisement for sale or lease or other disposition of the Product. If we take possession of number by giving written notice of such change to the other party. Notices shall be effective the Product (or any Software, if applicable), we agree to sell or otherwise dispose of it with on the date sent. Each of our respective rights and indemnities will survive the termination or without notice, at a public or private disposition and to apply the net proceeds (nfter we of this Master Agreement and each Schedule. If more than one customer has signed this have deducted all costs, including reasonable attorneys' fees) to the amounts that you owe blaster Agreement or any Schedule, each customer agrees that its liability is joint and us. You agree that if notice of sale is required by law to be given, five (5) days notice shall several. It is the express intent of the parties not to violate any applicable usury laws or to constitute reasonable notice. You will remain responsible for any deficiency That is due after exceed the maximum amount of time price differential or interest, as applicable, permitted we have applied any such net proceeds. to be charged or collected by applicable law, and any such excess payment will be applied to Payments in the order of maturity, and any remaining excess will be refunded to you. We 13. Assienment. YOU HAVE NO RIGHT TO SELL, TRANSFER, ENCUMBER SUBLET make no representation or warranty of any kind, express or implied, with respect to the OR ASSIGN THE PRODUCT OR THIS MASTER AGREEMENT OR ANY SCHEDULE legal, tax or accounting treatnment of this Master Agreement and any Schedule and you WITHOUT OUR PRIOR WRITTEN CONSENT (which consent shall not be unreasonably acknowledge that we are an independent contractor and not your fiduciary. You will obtain withheld). Yon agree that we may sell or assign all or a portion of our interests in the your own legal, tax and accounting advice related to this Master Agreement or any Schedule Product and/or this Master Agreement or any Schedule without notice to you even if less and make your owe determination of the proper lease tenn for accounting purposes. We than all the Payments have been assigned. In that event, the assignee will have such rights as may receive compensation from the manufacturer or supplier of the Product in order to we assign to them but none of our obligations (we will keep those obligations) and the rights enable us to reduce the cost of renting the Product to you under this Master Agreement or of the assignee will not be subject to any claimss, defenses or net offs that you may have any Schedule below what we otherwise would charge. If we received such compensation, against us. if you have entered into a Maintenance Agreement or supply agreement with us, the reduction in the cost of renting the Product is reflected in the Minimum Payment such agreements will remain in full force and effect with us and will not be affected by any specified herein. You authorize us or our agent to obtain credit reports and make credit such assignment. You agree to acknowledge any such assignment in writing if so requested inquiries regarding you and your financial condition and to provide your information, and to keep a complete and accurate record of all such assignments in a manner that SFP539953 SLG MA 04.11 I -888 ASK -IKOmV rvnmslkon.com Page 2 of 3 IKON Office Solutions® and IKON: Document Efficiency Al Work® /A Ricoh Company are Trademarks of IKON Office Solutions, Inc. Ricoh® is a registered trademark of Ricoh Company, Ltd. including payment history, to our assignee and third parties having an economic interest in any act or failure to act on your part, then a "Non - Appropriation' ' shall be deemed to have this Master Agreement, any Schedule or the Product. occurred. (b) If a Non - Appropriation occurs, then: (i) you must give us immediate notice of such Non - Appropriation and provide written notice dutch failure by your governing body 16. Governing Law: Jurisdiction. Waiver of Trial By lury and Certain Rights and Remedies at least sixty (60) days prior to the end of the then current fiscal year or if Non - 1hider The Uniform Commercial Cod @. YOU AGREE THAT THIS MASTER Appropriation bas not occurred by such date, immediately upon Non - Appropriation, (ii) no AGREEMENT AND ANY SCHEDULES WILL BE GOVERNED UNDER THE later than the last day of the fiscal year for which appropriations were made for the rental APPLICABLE LAW FOR THE COMMONWEALTH OF PENNSYLVANIA. YOU due under any Schedule to this Master Agreement (the "Return Date "), you shall return to us ALSO CONSENT TO TIIE VENUE AND NON - EXCLUSIVE JURISDICTION OF all, but not less than all, of the Product covered by such Schedule to this Master Agreement, ANY COURT LOCATED IN EACH OF THE COMMONWEALTH OF at your sole expense, in accordance with the temts hereof; and (mil) any Schedule to this PENNSYLVANIA AND THE STATE WHERE YOUR PRINCIPAL PLACE OF Master Agreement shall terminate on the Return Date without penalty or expense to you and BUSINESS IS LOCATED TO RESOLVE ANY CONFLICT UNDER THIS MASTER you shall not be obligated to pay the rentals beyond such fiscal year, provided that (A) you AGREEMENT. THE PARTIES TO THIS MASTER AGREEMENT EACH WAIVE THE shall pay any and all rentals and other paymtents due up through the end of the last day of the RIGHT TO A TRIAL BY JURY IN THE EVENT OF A LAWSUIT. TO THE EXTENT fiscal year for which appropriations were made and (B) you shall pay month -to -month rent PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY AND ALL RIGHTS AND at the rate set forth in any such Schedule for each month or part thereof that you fail to REMEDIES CONFERRED UPON A CUSTOMER OR LESSEE BY ARTICLE 2A OF return the Product as required herein. (c) Upon any such Non - Appropriation, upon our THE UCC THAT YOU MAY HAVE AGAINST US (RUT NOT AGAINST THE request, you will provide, upon our request, an opinion of independent counsel (who shall be MANUFACTURER, ANY VENDOR OF THE PRODUCT). TO HELP THE reasonably acceptable to us), in fora) reasonably acceptable to us, confirming the Non - GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY Appropriation and providing reasonably sufficient proof of such Non- Appropriation. LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY AND RECORD INFORMATION THAT 20. Funding Intent. You represent and warrant to us that you presently intend to continue this IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS Master Agreement and any Schedule hereto for the entire tens of such Schedule and to pay FOR YOU: WHEN YOU OPEN AN ACCOUNT, WE WILL ASK FOR YOUR NAME, all rentals relating to such Schedule and to do all things lawfully within your power to ADDRESS AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY obtain and maintain funds from which the rentals and all other payments owing under such YOU. WE MAY ASK TO SEE IDENTIFYING DOCUMENTS. Schedule may be made. The parties acknowledge that appropriation for rentals is a governmental function to which you cannot contractually commit yourself in advance and 17. Countemarts: Facsimiles. Each Schedule may be executed in counterparts. The counterpart this Master Agreement shall not constitute such a commitment. To the extent permilled by which has our original signature and/or is in our possession shall constitute chattel paper as law, the person or entity in charge of preparing your budget will include in the budget that term is defined in the UCC and shall constitute the original agreement for all purposes, request for each fiscal year during the term of each Schedule, respectively, to this Master including, without limitation, (a) any hearing, trial or proceeding with respect to such Agreement an amount equal to the rentals (to be used for such rentals) to become due in Schedule, and (b) any determination as to which version of such Schedule constitutes the such fiscal year, and will use all reasonable and lawful means available to secure the single hue original item of chattel paper under the UCC. If you sign and transmit a Schedule appropriation of money for such fiscal year sufficient to pay all rentals coming due during to us by facsimile or other electronic transmission, the facsimile or other electronic such fiscal year. transmission of such Schedule, upon execution by us, shall be binding upon the parties. Yon agree that the facsimile of a Schedule manually signed by ns, when attached to the facsimile 21. Authority and Authorimtiof. (a) You represent and warrant to us that: (1) you are a State or copy signed by you, shall constitute the original agreement for all purposes, including, political subdivision of a State, as those lens are defined in Section 103 of the Internal without limitation, Grose outlined above in this Section. You agree to deliver to us upon our Revenue Code; (ii) you have the power and authority to enter into this Master Agreement request the counterpart of such Schedule containing your original manual signature. and all Schedules to this blaster Agreement; (iii) this blaster Agreement and all Schedules to this blaster Agreement have been duly authorized, executed and delivered by you and 18. Essentiality. During the term of this blaster Agreement and any Schedule, the Product will constitute valid, legal and binding agreement(s) enforceable against you in accordance with be used solely for the purpose of performing one or more governmental or proprietary their teens; and (iv) no further approval, consent or withholding of objections is required functions consistent with the permissible scope of your authority. You represent and warrant from any governmental authority with respect to this Master Agreement or any Schedule to that the use of the Product is essential to performing such governmental or proprietary this Master Agreement. (b) If and to the extent required by us, you agree to provide us with functions. an opinion of independent counsel (who shall be reasonably acceptable to us), substantially in the form attached hereto as Exhibit A, confirming the foregoing and other related matters. 19. Non- Aopropriation/Non- Substitution. (a) If all of the following shall occur: (i) your (c) You agree to take all required actions and to file all necessary fonts, including IRS governing body fails to appropriate sufficient monies in any fiscal year for rentals or other Forts 8038 -G or 8038 -GC, as applicable, to preserve the tax exempt status of this blaster payments due under any Schedule to this Master Agreement for any equipment which will Agreement and all Schedules thereto. (d) You agree to provide us with any other documents perform services and functions which in whole or in part are essentially the same services that we may reasonably request in connection with the foregoing and this Master and functions performed by the Product covered by any such Schedule, (ii) other funds are Agreement. not available for such payments, and (iii) the non- appropriation of funds did not result from IN WITNESS WHEREOF, the parties have executed this Master Agreement as of the dates set forth below. THE PERSON SIGNING THIS AGRE ' ' ENT ON BEHALF OF THE CUSTOMER REPRESENTS THAT HE /SHE HAS THE AUTHORITY TO DO SO. CUSTOMER Accepted by: iIC OFFICE SOLUT NS, INC. .,.•.. x' '? B X By: 4 4 4 / ( Author' d Signer Si; at a Authorized Signer Sigma re Printed Name. Kevin Smith Printed Name: 6 6 y Fa{jti Title: Ci Manager Date: 12 /8/2011 Title: 11 AA F3f14,4 ,L Date: /2131! Facsimile Number: Facsimile Number: SFP539953 SLO MA 04.11 J- 888 -ASK -IKON www.lkorr.com Page 3 of 3 IKON Office Solutions® and IKON: Document Efficiency At Work ® /A Ricoh Company are trademarks of IKON Office Solutions, Inc. Ricoh® is a registered trademark of Ricoh Company, Ltd. SALES ORDER/SERVICE ORDER IKON Document Efficiency Master Sale Agreement Date At Work' Master Maintenance Agreement Date A MOH COMPANY Master Maintenance and Sale Agreement Date CUSTOMER INFORMATION .w , Legal Name Winter Springs,City of Contact BARBARA MARTIN Bill To 1126 E STATE ROAD 434 Install 1126 E STATE ROAD 434 Address Address City WINTER SPRINGS State FL 32708 -2799 City WINTER SPRINGS State IFL Zip 32708 - 2799 This is an Order made pursuant and subject to the terms and conditions of the above referenced Master Agreement(s) between Customer and IKON Offices Solutions, Inc. The signature below indicates that the Customer accepts all terms and conditions of the applicable Master Agreement(s) for this sale, including but not limited to the terms and conditions set forth in the Master Agreement(s) and any Exhibit A thereto, all of which are incorporated herein by reference and made part of this Order. This Order is not valid unless and until signed by an Authorized Manager of IKON Office Solutions, Inc. PRODUCT DESCRIPTION 1 - 'Check all: that; apply Make / Model / Serial Number I I Service Level Connected I ❑ Additional Product Description page(s) attached RICOH COPIER MP6000 Silver 1 ❑ Professional Services fees included RICOH COPIER MP6000 — 1 I Silver IN Fixed Service Charge 11 I © Sales Tax Exempt ( *Must attach valid Exemption Certificate ) I I s Service Levels ' 11 I Gold :Includes all supplies and staples. Excludes paper. I I Silver :Includes all supplies. Excludes paper and staples. Bronze :Parts and labor only. Excludes paper, staples and 11 I Supplies. 11 PlusPalc :Toner, parts and labor (See Exhibit A, Sec. 12). Excludes paper, staples and MA Kits. EQUIPMENT CHARGES SERVICE CHARGES For, Gold,, Silver a Bronze ' Total Product Total Service Charges Minimum Guaranteed Minimum Volume Cost of Additional Images Purchase Price Per Base Billing Frequency Term Per Base Billing Frequency $0.00 15 B &W 0 B &W 0.0037 quarterly Excludes Tax. Base Billing Frequency ' Quarterly Color 0 Color 0 Additional Provisions I '` CUSTOMER II ' IKON OFFICE SOLUTIONS, INC. I Authorized Signature Authorized Signature Signature Printed Name evin ith Signature Printed Name 'Ai)t Y 64,v L4!tss Title City Manager Title 7lr 2111 6vatet, . - ,' Datc 12/8/2011 Datc - /3 f� IKON Sales Forms - 02.10 MU N Mik tI .III I SFP539953 • [FLORIDA] IKON Document Efficiency At Work IKON Office Solutions, Inc. A RICOH COMPANY 70 Valley Stream Parkway Malvern, PA 19355 ADDENDUM ( "Addendum "), dated as of the 16TH day of December , 2011 , to that certain Master Agreement no. ( "Agreement "), dated as of the day of , between IKON Office Solutions, Inc. ( "we" or "us ") and CITY OF WINTER SPRINGS as customer ( "Customer" or "you "). The parties, intending to be legally bound, hereby agree that the Agreement shall be modified as follows: 1. Section 9 - Title; Recording: The fourth and fifth sentences of Section 9 are deleted in their entirety. 2. Section 12 - Remedies: Section 12 of the Agreement is amended to add the following sentence to the end thereof: "Notwithstanding anything to the contrary contained in this section, upon the occurrence of a Default, we may recover from you all Payments and other amounts to become due by acceleration or otherwise only to the extent permitted by applicable law and only from legally available funds." 3. Section 16 — Governing Law; Jurisdiction; Waiver of Trial By Jury and Certain Rights and Remedies Under the Uniform Commercial Code: The title and first, second and third sentences of Section 16 are deleted in their entirety and the following substituted in lieu thereof: "16. Governing Law. YOU AGREE THAT THIS MASTER. AGREEMENT AND ANY SCHEDULES WILL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA." 4. Section 19- Non - Appropriation of Funds/Non- Substitution: The title and first and second sentences of Section 19 of the Agreement are deleted in their entirety and the following is substituted in lieu thereof: "19. Non - Appropriation. In the event, notwithstanding your best efforts and exhaustion of all available administrative appeals, you are not allotted funds for a fiscal period and you have no other funds from non -ad valorem sources legally available to be allocated line item to the payment of its obligations under any Schedule to this Master Agreement, you may terminate such Schedule effective on the first day of such fiscal period (the "Termination Date "), if we have received written notice from you at least thirty (30) days before the Termination Date. At our request, you shall promptly provide supplemental documentation as to such non - appropriation. Upon the occurrence of such non - appropriation, (a) you shall not be obligated for payment of any rentals and other payments for any fiscal period for which funds have not been so appropriated. (b) You shall deliver the Product to us in accordance with Section 14 of this Master Agreement. We acknowledge that Payments are payable from sources other than ad valorem taxes." c tomer Initials )\ SLG FL Iona �: nN, i�S<,• ti,. un{,. r, . +a„di�;, „,,,;, nr e,..,y. , ,��:�:.a,,., , ,.,- .,:f:owk.,.t lu niac. 6.�,nlw.. 6,: t:�;.aa,., <t,a:ra ,,.,.a:m ris..,hc.,,�.,,, l,.l P.4rlof2 • [FLOR1 DA] 5. Section 21 — Authority and Authorization: Section 21 of the Agreement is amended (a) to delete the word "and" immediately following clause (iii) of subsection(a) of such section, and (b) to add the following clauses (v) and (vi) to such subsection: "; (v) no provision of this Agreement nor any Schedule to this Master Agreement • constitutes a pledge of your taxes or general revenues, and any provision which is so construed by a court of competent jurisdiction is void from the inception of this Master Agreement; and (vi) all Payments due under this Master Agreement and any Schedule for your current fiscal period are within the fiscal budgct for such year, are included within an unrestricted and unencumbered appropriation currently available for the lease of the Product and are not in contravention of any applicable limitation of indebtedness." 6. Section 22 - Limitations: A new Section 22 shall be added to the Agreement to read as follows: • "22. Limitations. The parties intend that the collection of any damages, the exercise of any remedy, the enforceability of any indemnity, and any requirements of the Customer relative to non - appropriation set forth in this Master Agreement and /or any Schedule are subject to any limitations imposed by applicable law." All capitalized terms used but not defined in this Addendum will have the meanings given to them in the Agreement. Except to the extent modified by this Addendum, the terms and conditions of the Agreement will remain unchanged and shall continue in full force and effect. IN WITNESS WHEREOF, each party has caused its duly authorized officer to execute this Addendum, as of the date first written above. CUSTOMER IKON Office Solutions, Inc. X /zA, /// &441 h Keg' /J. - 6 -11 Auth •ced Sig, 1 n•e Date Authorized Signa re Date Kevin Smith City Manager .3 y ,4.4 rr,t/tiCiegS Y / ;1 v)G Print Authorized Signer Name Title Print Authoriz d Signer Name Title • six, 11 r In P.ge2or2 IKON Office Solutions, Inc. IKON Document Efficiency 70 Valley Stream Parkway At Work! Malvern, PA 19355 A RICOH COMPANY ADDENDUM ( "ADDENDUM "), dated as of the day of , 20 , to that certain agreement/product schedule no. ( "Agreement "), dated as of the day of , , between IKON Office Solutions, Inc. ( "we" or "us ") and as customer ( "Customer" or "you "). The parties, intending to be legally bound, agree that the Agreement shall be modified as follows: 1. Section 5. Taxes and fees : Sentences two, three, four, and five are hereby deleted in their entirety. 2. All capitalized terms used but not defined in this Addendum will have the meanings given to them in the Agreement. Except to the extent modified by this Addendum, the terms and conditions of the Agreement will remain unchanged and shall continue in full force and effect. IN WITNESS WHEREOF, each party has caused its duly authorized officer to execute this Addendum, as of the date first written above. CUSTOMER IKON OFFICE SOLUTIONS, INC. X tz./V4 aM 6AA )rues' Aut r ized Sig a ture Date Authorized Si�ure Date Kevin Smith City Manager r - �th • _ S 1 4 Print Authorized Signer Name Title Print Authori d Signer Name Title 1111 � 1 L V E EM .I II I IKON Office Solutions, inc. • iKoN Document Efficiency 70 Valley Stream Parkway AtWork� Malvern, PA 19355 A RICOH COMPANY LEASE AMENDMENT CUSTOMER INFORMATION Customer Legal Name I Winter Springs,city of I Date 1 12/16/2011 Contact Name ( BARBARA MARTIN 1 Phone' (407) 327 -1800 Email ( BMARTIN r@WFNTF.RSPRINGSFL.ORG I Fax 1(407) 327 -0000 1 LEASE AMENDMENT (this "Amendment "), dated above, to the lease agreements and /or product schedules associated with the equipment /product and contract numbers listed on Exhibit A attached to this Amendment and by this reference made a part of this Amendment (such lease agreements and /or product schedules collectively referred to as the "Existing Agreements" and each, an "Existing Agreement"; and such equipment/product collectively referred to as the "Existing Equipment "), in each case between IKON Office Solutions, Inc. ("we" "us") or and Customer Legal Name stated above (Customer " « or you " ), ; RECITALS WHEREAS, prior to the date of this Amendment, the parties have entered into the Existing Agreements; and WHEREAS, as of the date of this Amendment, the parties have entered or intend to enter into new lease agreements and /or product schedules (such new lease agreements and /or product schedules collectively referred to as, the "Replacement Agreements" and each, a "Replacement Agreement ") either (a) with respect to equipment in replacement of, or addition to, or in exchange for, the Existing Equipment (such equipment referred to in item (a) of this paragraph is herein collectively referred to as the "Replacement Equipment ") or (b) with respect to the Existing Equipment, reflecting the terms of a refinancing of the Existing Agreement and Existing Equipment (a "Refinancing Transaction "); and The parties wish to confirm the removal of the Existing Equipment (except with respect to Existing Equipment subject to a Refinancing Transaction) and any payment changes that would occur under Existing Agreement(s) on the Effective Date (as defined below) of the Replacement Agreement(s); and NOW THEREFORE, in consideration of the foregoing premises, the parties, intending to be legally bound, hereby agree as follows: 1. On the Effective Date (as defined below), the minimum payment(s) due and payable tinder the Existing Agreement(s) shall be modified to delete the portion(s) thereof attributable to the Existing Equipment as reflected on Exhibit A attached hereto and, except with respect to Existing Equipment subject to a Refinancing Transaction, we hereby authorize you to return the Existing Equipment to IKON Office Solutions, Inc. ( "IKON ") or our designee. As used in this Amendment, "Effective Date" means as applicable (a) the delivery and acceptance date reflected in the delivery and acceptance certificate signed by you with respect to the Replacement Equipment under the Replacement Agreement(s), or (b), in the case of a Refinancing Transaction, the date we accept the applicable Replacement Agreement. By signing below, you hereby confirm that we may retain any payments made by you for amounts owed on the Existing Agreement(s), including, without limitation, the portion(s) of the minimum payment attributable to the Existing Equipment as reflected on Exhibit A, through the Effective Date, regardless of when such payments were received by us. 2. You authorize IKON or our designee to pick up and remove the Existing Equipment. By signing below, you confirm that IKON or our designee may rely on this request and the request will be governed by this Amendment. Except for the obligations of IKON or our designee to pick up and remove the Existing Equipment, neither IKON nor any of our designees assumes any obligation, payment or otherwise, under your lease agreement(s), which shall remain your sole responsibility through the Effective Date. As a material condition to the performance by IKON or our designee to pick up and remove the Existing Equipment, you hereby release IKON (or such designee) from, and shall indemnify, defend and hold IKON (or such designee) harmless from and against, any and all claims, liabilities, costs, expenses and fees arising from or relating to any breach of your representations or obligations in relation to your Existing Agreement(s). This paragraph shall not apply to Existing Equipment subject to a Refinancing Transaction. 3. The parties hereby agree that if the Replacement Agreement(s) is not accepted by us for any reason whatsoever, then this Amendment shall be of no force or effect and the Existing Agreement(s) shall rernain in full force and effect and you shall continue to lease the Existing Equipment for the remaining term of the Existing Agreement(s) in accordance with the terms and conditions of the Existing Agreement(s) and you will be liable for all payments and obligations under the Existing Agreement(s) including, without limitation, the portion(s) of the minimum payment attributable to the Existing Equipment as reflected on Exhibit A, for the entire term set forth therein. 4. All capitalized terms used but not defined in this Amendment will have the meanings given to them in the Existing Agreement(s). Except to the extent modified by this Amendment, the terms and conditions of the Existing Agreement(s) will retnain unchanged and shall continue in full force and effect. IN WiTNESS WHEREOF, each party has caused its duly authorized officer to execute this Amendment, as of the date first written above. CUSTOMER 1 1 IKON OFFICE SOLUTIONS, INC. 1 Authorized Signature / '. Authorized Signature W_ Printed Name evin ' mith I Printed Name .. 1 I7 Title I City Manager I Title _ s SFP539953 SLG ULA 02.10 09/15/2011 05:18 PM EST IKON Orrice Solutions® and IKON: Document Efficiency At work® /A Ricoh Company are trademarks of IKON Office Solutions, Inc. Ricoh® is n registered trademark of Ricoh Company, Ltd. y •III M F14I L lI C r, .I III IKON Office Solutions, Inc. ®N Document Efficiency ��i� F141r L'I C� 70 Valley Stream Parkway At Work' Malvern, PA 19355 A RICOH COMPANY EXHIBIT A EQUIPMENT INFORMATION Make, Model, Serial Number 'RICOH / MP6000 / M9285900470 I Contact 'BARBARA MARTIN 1 Contract Number 1 1016554 - 2397185 I Portion mament IS232.00 1 Attributable to of Existing Minium Equ Pick -up Address * * 11126 E STATE ROAD 434 I Phone I (407) 327 -1800 I City 'WINTER SPRINGS I State I FL 1 Zip Code 1 32708 1 I I Make, Model, Serial Number 'RICOH / MP6000 / M9285801450 I Contact (BARBARA MARTIN I Contract Number 1 1016554 - 2397185 I Portion of Minimum Payment I $232.00 I Attributable to Existing Equipment Pick -up Address " * 1126 E STATE ROAD 434 1 Phone 1(407) 327 -1800 I City 'WINTER SPRINGS I State (FL I Zip Code 132708 I I Make, Model, Serial Number I I Contact 1 1 Contract Number I 1 Portion of Minimum Payment I 1 Attributable to Existing Equipment Pick -up Address * * 1 1 Phone I City I I State I I Zip Code I I I Make, Model, Serial Number I 1 Contact 1 Contract Number I Portion of Minimum Payment 1 1 Attributable to Existing Equipment Pick -up Address * * Phone I I City 1 I State 1 I Zip Code 1 I I I Make, Model, Serial Number I I Contact 1 ( Contract Number Portion of Minimum Payment I 1 Attributable to Existing Equipment Pick -up Address * * I 1 Phone 1 I City I I State I 1 Zip Code I I I I Make, Model, Serial Number I 1 Contact 1 1 Contract Number I Portion of Minimum Payment 1 Attributable to Existing Equipment Pick -up Address * * I I Phone I I City 1 I State [ 1 Zip Code 1 I * * Except for Refinancing Transactions SFP539953 SLG ULA 02.10 09/15/2011 05:18 PM EST IKON Office Sotutionst and IKON: Document Efficiency Al Work® / A Ricoh Company are trademarks of IKON Office Solutions, Inc.Ricoh® is a registered trademark of Ricoh Company, Ltd. 12/7/11 Kevin, This is an extension of our current lease on our 2 City Hall copiers. This extension will carry us out 15 months to coincide with the expiration of our color printer lease in the west copy room. The payments are actually $464 but are paid in quarterly payments of $1,392. At the time that this lease expires, we plan to get rid of the color printer, the Xerox black /white printer, and the fax machine in the west copy room and replace those devices with one multi- function color copier. In the east copy room, we hope to eliminate the fax machine and the black network printer and replace those devices with a new multifunction black /white copier. I have attached 2 originals for you to execute. This document has been reviewed by Kate Latorre. Return both originals to Barbara Martin. We always ensure that one fully executed original gets returned to the Clerk's Office. Thanks. Joanne