HomeMy Public PortalAbout2008.06.12 IKON Office Solutions Cannon Copier AgreementOriginal lease documents are attached. Please sign where
yellow highlighted on each document and send originals back
to Thor Jorgensen at IKON Office Solutions in the attached
stamped envelop.
Thank you.
IKON
Document Efficiency
At Work:
Thor Jorgensen
Major Account
Executive Government
IKON Office Solutions, Inc.
800 S. Industry Way #150
Meridian, ID 83642
Direct 208 846 8046
Fax 208 846 8040
Service and Supplies 888 456 6457
tiorgensen@iken.com
www.ikon.com
State and Local Government
Master Agreement
CUSTOMER:
Full Legal Name: McCall, City Of
Address: 216 E PARK ST
City: MC CALL State: ID Zip: 83638-3801
Facsimile Number: (208) 634-3038
!ITN
Document Efficiency
At Work'
Number:
Contact; David Simmonds Phone: (208) 634-8547
E-mail Address: admin@mccall.id.us
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
terms of this Master Agreement, the personal and intangible property described in any
equipment schedule (a "Schedule") executed by you and us and incorporating the terms
of this Master Agreement by reference. Each Schedule shall be separately enforceable
as a complete and independent agreement, independent of all other Schedules to this
Master Agreement. The personal and intangible property described on a Schedule
(together with all attachments, replacements, parts, substitutions, additions, repairs,
and accessories incorporated in or affixed to the property and any license or subscrip-
tion rights associated with the property) will be collectively referred to as "Product".
The manufacturer and/or vendor of the tangible Product shall be referred to as the
"Vendor." To the extent the Product includes intangible property or associated services
such as periodic software licenses and prepaid data base subscription rights, such intan-
gible property shall be referred to as the "Software."
2. Schedules: Delivery and Acceptance. Each Schedule that incorporates this Master
Agreement shall be governed by the terms and conditions of this Master Agreement,
as well as the terms and conditions set forth in such individual Schedule. The termi-
nation of this Master Agreement will not affect any Schedules executed prior to the
effective date of such termination. When you receive the Product, you agree to inspect
it to determine it is in good working order. Scheduled Payments (as specified in the
applicable Schedule) will begin on the Product delivery and acceptance date ("Effective
Date"). You agree to sign and return to us a delivery and acceptance certificate (which,
at our request, may be done electronically) within three business days after any Product
is installed.
3. Term; Payments. The first scheduled Payment (as specified in the applicable Schedule)
("Payment") will be due on the Effective Date. The remaining Payments will be due
on the same day of each subsequent month, unless otherwise specified on the appli-
cable Schedule. If any Payment or other amount payable under any Schedule is not paid
within ten days of the due date, you will pay to us, in addition to that payment, a one-
time late charge of 5% of the overdue payment (but in no event greater than the maxi-
mum amount allowed by applicable law). You also agree that, except as expressly stated
in Section 19 below, THIS IS AN UNCONDITIONAL, NON -CANCELABLE
AGREEMENT FOR THE MINIMUM TERM INDICATED ON ANY SCHED-
ULE TO THIS MASTER AGREEMENT. All payments to us are "net" and are not
subject to set off or reduction.
4. Product Location; Use and Repair. You will keep and use the Product only at the Prod-
uct Location shown in the applicable Schedule. You will not move the Product from
the location specified in the applicable Schedule or make any alterations, additions or
replacements to the Product without our prior written consent, which consent will not
be unreasonably withheld. At your own cost and expense, you will keep the Product
eligible for any manufacturer's certification as to maintenance and in compliance with
applicable laws and in good condition, except for ordinary wear and tear. You may
elect to separately engage us to provide maintenance and support services pursuant
to a separate agreement for such purpose ("Maintenance Agreement"). All alterations,
additions or replacements will become part of the Product and our property at no cost
or expense to us. We may inspect the Product at any reasonable time.
5. Taxes and Fees. In addition to the payments under this Master Agreement, to the
extent you are not exempt under applicable law, you agree to pay all applicable taxes,
fees, and filing costs related to the use of the Product, even if billed after the end of
the term of this Master Agreement or any Schedules. If we are required to file and pay
property tax, you agree to reimburse us. If you are required to file and pay the taxes
directly to the tax collector, we will notify you.
6 Warranties. We transfer to you, without recourse, for the tern of each Schedule, any
written warranties made by the Vendor or Software Supplier (as defined in Section 10 of
this Master Agreement) with respect to the Product rented pursuant to such Schedule.
YOU ACKNOWLEDGE THAT WE DO NOT IV ANUFACTURE OR DESIGN
THE PRODUCT. YOU ACKNOWLEDGE THAT WE DO NOT REPRESENT
THE MANUFACTURER, AND THAT YOU HAVE SELECTED THE PROD-
UCT BASED ON YOUR OWN JUDGMENT AND YOU HEREBY AFFIR-
MATIVELY DISCLAIM RELIANCE ON ANY ORAL REPRESENTATION
CONCERNING THE PRODUCT MADE TO YOU. However, if you enter into a
Maintenance Agreement with us with respect to any Product, no provision, clause or
paragraph of this Master Agreement shall alter, restrict, diminish or waive the rights,
remedies or benefits that you may have against us under such Maintenance Agreement,
WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER
WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. AS TO US, YOU RENT THE PRODUCTS "AS -IS". YOU AGREE
THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE ARE
NOT RESPONSIBLE FOR, AND YOU WILL NOT MAKE ANY CLAIM
AGAINST US FOR, ANY CONSEQUENTIAL, SPECIAL, OR INDIRECT DAM-
AGES.
7. Loss or Damage. You are responsible for any theft, destruction of, or damage to, the
Product (collectively, "Loss") from any cause at all, whether or not insured, from the
time of Product delivery to you until it is delivered to us at the end of the Schedule. You
are required to make all Payments even if there is a Loss. You must notify us in writ-
ing immediately of any Loss. Then, at our option, you will either (a) repair the Prod-
uct so that it is in good condition and working order, eligible for any manufacturers
certification, (b) pay us the amounts specified in Section 12 below, or (c) replace the
Product with equipment of similar age and capability from us.
8. Claims Liability and Insurance. (a) To the extent permitted by applicable law, the
parties to this Master Agreement will defend and hold each other harmless from all
claims arising out of the death or bodily injury of any agent, employee or business
invitee of the indemnified party or the damage, loss or destruction of any tangible
property of the indemnified party to the extent caused by the negligence or inten-
tional acts or omissions of the indemnifying party. (6) Because you have sole posses-
sion and control of the Product, you are responsible for any damage, injury or loss
caused by (or to) the Product resulting from the use, misuse or possession of the Prod-
uct or any accident or other casualty relating to the Product. We are responsible for
damage or injury to third persons to the extent the damage or injury is caused by our
negligent acts or omissions. You agree to maintain insurance to cover the Product for
all types of loss, including, without limit, theft, in an amount not less than the full
replacement value and you will name us as an additional insured and loss payee on
your insurance policy. Such insurance will provide that we will be given thirty (30)
days' advance notice of any cancellation. You agree to provide us with evidence of such
insurance in a form reasonably satisfactory to us. If you are self -insured with respect
to the Product(s), you shall maintain during the term of each Schedule to this Master
Agreement a self-insurance program reasonably satisfactory to us and shall provide to
us evidence of such program. In the event of loss or damage to the Product, you agree
to remain responsible for the payment obligations under this Master Agreement until
the payment obligations are fully satisfied.
9. 'Title. Recording. We are the owner of and will hold title to the Product (except for
any Software). You will keep the Product free of all liens and encumbrances. Except
as reflected on any Schedule, you agree that this Master Agreement is a true rental.
However, if any Schedule is deemed to be intended for security, you hereby grant to us
a purchase money security interest in the Product covered by the applicable Schedule
(including any replacements, substitutions, additions, attachments and proceeds) as
security for the payment of the amounts under each Schedule. You authorize us to
file a copy of this Master Agreement and/or any schedule as a financing statement
and you agree to promptly execute and deliver to us any financing statements cover-
ing the Product that we may reasonably require; provided, however, that you hereby
authorize us to file any such financing statement without your authentication to the
extent permitted by applicable law.
10. Software or Intangibles. To the extent that the Product includes Software or other
Intangibles, you understand and agree that we have no right, title or interest in the
Software and you will comply throughout the tern of this Master Agreement with
any license and/or other agreement ("Software License") entered into with the sup-
plier of the Software ("Software Supplier"), You are responsible for entering into any
Software License with the Software Supplier no later than the Effective Date.
11. Default. Each of the following is a "Default" under this Master Agreement and all
Schedules: (a) you fail to pay any Payment or any other payment within 30 days of its
due date, (b) any representation or warranty made by you in this Master Agreement is
false or incorrect and/or you do not perform any of your other obligations under this
Master A 'reement or any Schedule and/or in any other agreement with us or with any
of our affiliates and this failure continues for 10 days after we have notified you of it,
or (c) you become insolvent, you dissolve or are dissolved, or you assign your assets
for the benefit of your creditors, or you file or have filed against you any bankruptcy
or reorganization proceeding.
12. Remedies. If a Default occurs, we may do one or more of the following: (a) we may
cancel or terminate this Master Agreement and/or any or all Schedules, or any or
all other agreements that we have entered into with you; (b) we may require you to
immediate pay to us, as compensation for loss of our bargain and not as a penalt
a sum equal to (i) all past due Payments and all other amounts then due and payable
under this Master Agreement or any Schedule; and (ii) all unpaid Payments for the
remainder of the term of each Schedule plus our anticipated value of the Product at
the end of the initial term of any Schedule (or any renewal of such Schedule), such
unpaid Payments and anticipated value to be discounted to present value at a rate
equal to 6 % per year to the date of default. We agree to apply the net proceeds (as
specified below in this Section) of any disposition of the Product to the amounts that
you owe us; (c) we may require you to deliver the Product to us as set forth in Sec-
tion 14; (d) we or our representative may peacefully repossess the Product without
court order and you will not make any claims against us for damages or trespass
or any other reason; (e) we may exercise any and all other rights or remedies avail-
able to a lender, secured party or lessor under the Uniform Commercial Code
("UCC"), including without limit, Article 2A of the UCC, and at law or in equity;
(f) immediately terminate your right to use the Software including the disabling (on -
site or by remote communication) of any Software; O demand the immediate return
and obtain possession of the Software and relicense the Software at a public or private
sale; (h) cause the Software Supplier to terminate the Software License, support and
1-888-ASK-IKON www.ikon.com
other services under the Software License, and/or (i) at our option, to sell, re -lease, or
otherwise dispose of the Product under such terms and conditions as may be acceptable
to us in our discretion. You agree to pay all of our costs of enforcing our rights against
you, including reasonable attorneys' fees, and all costs related to the sale or disposition
of the Product including, without limit, incidental damages expended in the reposses-
sion, repair, preparation, and advertisement for sale or lease or other disposition of the
Product. If we take possession of the Product (or any Software, if applicable), we agree
to sell or otherwise dispose of it with or without notice, at a public or private disposi-
tion, and to apply the net proceeds (after we have deducted all costs, including reason-
able attorneys' fees) to the amounts that you owe us. You agree that if notice of sale is
required by law to be given, 5 days' notice shall constitute reasonable notice. You will
remain responsible for any deficiency that is due after we have applied any such net pro-
ceeds.
13, Assignment. YOU HAVE NO RIGHT TO SELL, TRANSFER, ENCUMBER,
SUBLET OR ASSIGN THE PRODUCT OR THIS MASTER AGREEMENT OR
ANY SCHEDULE WITHOUT OUR PRIOR WRITTEN CONSENT (which con-
sent shall not be unreasonably withheld). You agree that we may sell or assign any of our
interests without notice to you. In that event, the assignee will have such rights as we
assign to them but none of our obligations (we will keep any such obligations) and the
rights of the assignee will not be subject to any claims, defenses or set -offs that you /nay
have against us. If you have entered into a maintenance, service or supply agreement with
us, such agreement will remain in full force and effect with us and will not be affected
by any such assignment. You agree to acknowledge any such assignment in writing if
so requested and to keep a complete and accurate record of all such assignments in a
manner that complies with Section 149(a) of the Internal Revenue Code, and the regula-
tions promulgated thereunder.
14. Renewal: Return of Product. After the minimum term of any Schedule to this Master
Agreement, such Schedule will renew on a month -to -month basis unless either party
notifies the other in writing at least 30 days prior to the expiration of the minimum term
of such Schedule. At the end of or upon termination of each Schedule, you will imme-
diately return the Product subject to such expired Schedule to us (or our designee), to
the location designated by us, in as good condition as when you received it, except for
ordinary wear and tear. We will bear the shipping charges so long as replacement equip-
ment is selected from IKON. Otherwise, you will bear all expenses of deinstalling, crat-
ing and shipping the Product. You will insure the Product for its full replacement value
during shipping. You must pay additional monthly payments, at the same rate as then
in effect under a Schedule, until the Product is returned by you and is received in good
condition and working order by our designee or us.
15. Miscellaneous. You agree that the terms and conditions contained in this Master Agree-
ment and in each Schedule make up the entire agreement between us regarding the
rental of the Product and supersede all prior written or oral communications, under-
standings or agreements between the parties relating to the subject matter contained
herein, including without limitation, purchase orders. Any purchase order, or other
ordering documents, will not modify or affect this Master Agreement or any Schedule,
nor have any other legal effect and shall serve only the purpose of identifying the equip-
ment ordered. You authorize us to supply any missing "configure to order" number
("CTO"), other equipment identification numbers (includin_, without limit, serial num-
bers), agreement/schedule identification numbers and/or cater in this Master Agree-
ment or any Schedule. You acknowledge that you have not been induced to enter into
this Master Agreement by any representation or warranty not expressly set forth in this
Master Agreement. Neither this Master Agreement nor any Schedule is binding on us
until we sign it. Any change in any of the terms and conditions of this Master Agreement
or any Schedule must be in writing and signed by us. If we delay or fail to enforce any
of its rights under this Master Agreement with respect to any or all Schedules, we will
still be able to enforce those rights at a later time. All notices shall be given in writing
and sent either (a) by certified mail or recognized overnight delivery service, postage
prepaid, addressed to the Party receiving the notice at the address shown on the front
of this Agreement, or (b) by facsimile transmission, with oral confirmation, to the fac-
simile number shown below such parry's signature on this Agreement. Either party may
change its address or facsimile number by giving written notice of such change to the
other party. Notices shall be effective on the date sent. Each of our respective rights and
indemnities will survive the termination of this Master Agreement and each Schedule.
If more than one customer has signed this Master Agreement or any Schedule, each
customer agrees that its liability is joint and several. It is the express intent of the parties
not to violate any applicable usury laws or to exceed the maximum amount of time price
differential or interest, as applicable, permitted to be charged or collected by applicable
law, and any such excess payment will be applied to Payments in the order of maturity,
and any remaining excess will be refunded to you.
16. Governing Law; Jurisdiction. Waiver of Trial By Jury and Certain Rights and Rem-
edies Under The Uniform Commercial Code. YOU AGREE THAT THIS MASTER
AGREEMENT AND ANY SCHEDULES WILL BE GOVERNED UNDER THE
APPLICABLE LAW FOR THE COMMONWEALTH OF PENNSYLVANIA. YOU
ALSO CONSENT TO THE VENUE AND NON-EXCLUSIVE JURISDICTION
OF ANY COURT LOCATED IN EACH OF THE COMMONWEALTH OF
PENNSYLVANIA AND THE STATE WHERE YOUR PRINCIPAL PLACE OF
BUSINESS IS LOCATED TO RESOLVE ANY CONFLICT UNDER THIS
MASTER AGREEMENT. THE PARTIES TO THIS MASTER AGREEMENT
EACH WAIVE THE RIGHT 'TO A TRIAL BY JURY IN THE EVENT OF A LAW-
SUIT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE
ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A CUS-
TOMER OR LESSEE BY ARTICLE 2A OF THE UCC 'THAT YOU MAY
HAVE AGAINST US (BUT NOT AGAINST THE MANUFACTURER, ANY
VENDOR OF THE PRODUCT).
17. Counterparts; Facsimiles. Each Schedule may be executed in counterparts. The
counterpart which has our original signature and/or is in our possession shall consti-
tute chattel paper as that term is defined in the Uniform Comrercial Code ("UCC")
and shall constitute the original agreement for all purposes, including, without limi-
tation, (i) any hearing, trial or proceeding with respect to such Schedule, and (ii)
any determination as to which version of such Schedule constitutes the single true
original item of chattel paper under the Uniform Commercial Code. If you sign
and transmit a Schedule to us by facsimile, the facsimile copy, upon execution by us,
shall be binding upon the parties. You agree that the facsimile of a Schedule manu-
ally signed by us, when attached to the facsimile copy signed by you, shall constitute
the original agreement for all purposes, including, without limitation, those outlined
above in this Section. You agree to deliver to us upon our request the counterpart of
such Schedule containing your original manual signature.
18. Essentiality. During the term of this Master Agreement and any Schedules, the
Product(s) will be used solely for the purpose of performing one or more gov-
ernmental or proprietary functions consistent with the permissible scope of your
authority. You represent and warrant that the use of the Product(s) is essential to
performing such governmental or proprietary functions.
19. Non-Appropriation/Non-Substitution. (a) If all of the following shall occur: (i) your
governing body fails to appropriate sufficient monies in any fiscal year for rentals
or other payments due under any Schedule to this Master Agreement for any equip-
ment which will perform services and functions which in whole or in part are essen-
tially the same services and functions performed by the Product(s) covered by any
such Schedule, (ii) other funds are not available for such payments, and (iii) the non -
appropriation of funds did not result from any act or failure to act on your part, then
a "Non -Appropriation" shall be deemed to have occurred. (b) If a Non -Appropria-
tion occurs, then: (i) you must give us immediate notice of such Non -Appropriation
and provide written notice of such failure by your governing body at least 60 days
prior to the end of the then current fiscal year or if Non -Appropriation has not
occurred by such date, immediately upon Non -Appropriation, (ii) no later than the
last day of the fiscal year for which appropriations were made for the rental due
under any Schedule to this Master Agreement (the "Return Date"), you shall return
to us all, but not less than all, of the Product(s) covered by such Schedule to this
Master Agreement, at your sole expense, in accordance with the terms hereof; and
(iii) any Schedule to this Master Agreement shall terminate on the Return Date
without penalty or expense to you and you shall not be obligated to pay the rentals
beyond such fiscal year, provided that (A) you shall pay any and all rentals and other
payments due up through the end of the last day of the fiscal year for which appro-
priations were made and (B) you shall pay month -to -month rent at the rate set
forth in any such Schedule for each month or part thereof that you fail to return
the Product(s) as required herein. (c) Upon any such Non -Appropriation, upon our
request, you will provide, upon our request, an opinion of independent counsel
(who shall be reasonably acceptable to us), in form reasonably acceptable to us, con-
firming the Non -Appropriation and providing reasonably sufficient proof of such
Non -Appropriation,
20. Funding Intent. You represent and warrant to us that you presently intend to con-
tinue this Master Agreement and any Schedules hereto for the entire term of such
Schedules and to pay all rentals relating to such Schedules and to do all things law-
fully within your power to obtain and maintain funds from which the rentals and all
other payments owing under such Schedules maybe made. The parties acknowledge
that appropriation for rentals is a governmental function to which you cannot con-
tractually commit yourself in advance and this Master Agreement shall not constitute
such a commitment. To the extent permitted by law, the person or entity in charge of
preparing your budget will include in the budget request for each fiscal year during
the term of each Schedule, respectively, to this Master Agreement an amount equal
to the rentals (to be used for such rentals) to become due in such fiscal year, and will
use all reasonable and lawful means available to secure the appropriation of money
for such fiscal year sufficient to pay all rentals coming due during such fiscal year.
21. Authority and Authorization. (a) You represent and warrant to us that: (i) you are
a State or political subdivision of a State, as those terms are defined in Section 103
of the Internal Revenue Code; (ii) you have the power and authority to enter into
this Master Agreement and all Schedules to this Master Agreement; (iii) this Master
Agreement and all Schedules to this Master Agreement have been duly authorized,
executed and delivered by you and constitute valid, legal and binding agreement(s)
enforceable against you in accordance with their terms; and (iv) no further approval,
consent or withholding of objections is required from any governmental authority
with respect to this Master Agreement or any Schedules to this Master Agreement.
(b) If and to the extent required by us, you agree to provide us with an opinion of
independent counsel (who shall be reasonably acceptable to us), substantially in the
form attached hereto as Exhibit A, confirming the foregoing and other related mat-
ters. (c) You agree to take all required actions and to file all necessary forms, includ-
ing IRS Forms 8038-G or 8038-GC, as applicable, to preserve the tax exempt status
of this Master Agreement and all Schedules thereto. (d) You agree to provide us with
any other documents that we may reasonably request in connection with the forego-
ing and this Master Agreement.
IN WITNESS �yrT" F, the parties have exec 3id this Master Agreement as of the dates set forth below.
CUSTOMS
By:%I►��— f�
Aut orized Signer Signature
Name & Title: r*'/ / I cam / ,E 1 -•
Date:
C.�
r G� Q
Facsimile Number: cV 0 0 �j 65/� 3 0 3 t/
IKON OFFICE SOLUTIONS, INC.
By:
Authorized Signer Signature
Name & Title:
Date:
Facsimile Number:
S&LG Master Agreement 4.04
1-888-ASK-IKON www.ikon.com
III ' 12Pithd. 1411 ■I II 1
II(ON
Document Efficiency
At Works'
Product Schedule Number:
Master Agreement Number:
This Schedule ("Schedule") is made part of the Master Agreement ("Master Agreement") identified on this Schedule between IKON Office Solutions, Inc. ("we" or "us") and
McCall, City of , as Customer Cyou"). All tenns 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 Product Schedules
to the Master Agreement.
CUSTOMER INFORMATION
McCall City of
Customer (Bill To)
216 E PARK ST
Address
MC CALL
City
County
Customer Contact Name:
David Simmonds
ID 83638-3801
State Zip
McCall City of
Product Location
216 E PARK ST
Address
MC CALL
City
Customer Telephone Number:
(208)634-8547
County
ID 83638-3801
State Zip
Fax Number/E-mail Address:
(208) 634-3038/admin@mccall.id.us
PRODUCT DESCRIPTION ("PRODUCTS")
Quantity
Description: Make, Model & Serial Number
Quantity
Description: Make, Model & Serial Number
1
[SET] CANON IRC45801 V2N3
PAYMENT SCHEDULE
Minimum Term (mos.)
48
Minimum Payment
Without Tax)
$ 345.19
Payment Due:
Monthly Quarterly
Advance Payment
Apply to 1st Month's Pmt.
Other
Other
Sales Tax Exempt Q✓ 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. The delivery date is to be indicated by signing a separate acceptance form.
2. You, the undersigned Customer, have applied to us to rent the above -described items ("Products") for commercial (non -consumer) purposes. Except with respect
to the express non -appropriations rights set forth in the Agreement, THIS IS AN UNCONDITIONAL, NON -CANCELABLE AGREEMENT FOR THE
MINIMUM TERM INDICATED ABOVE. If we accept this Schedule, you agree to rent the above Product(s) frotn us, and we agree to rent such Product(s)
to you, on all the terms hereof, including the Terms and Conditions on the Master Agreement. THIS WILL ACKNOWLEDGE THAT YOU HAVE READ
AND UNDERSTAND THIS SCHEDULE AND THE MASTER AGREEMENT AND HAVE RECEIVED A COPY OF THIS SCHEDULE AND
THE MASTER AGREEMENT.
3. Additional Provisions (if any) are: City of McCall gets State and Local government pricing
THE PERSON SIGNING THIS AGREEMENT ON BEHALF OF THE CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY
TO DO S
CUS
X
Authorized Signer
e/2-i
(Authorized Signer's printed name)
Title: t/1'ykyd/Z
Accepted by:
IKON OFFICE SOLUTIONS, INC.
Date: (j�' / X
v Authorized Signer
Title: Date:
(Authorized Signers printed name)
IKON: Document Efficiency At Work" and IKON Office Solutions" are trademarks of IKON Office Solutions, Inc.
S&LG Product Schedule 4.04
1-888-ASK-IKON www.ikon.cam
KON
Document Efficiency
At Work,"
SALES ORDER/SERVICE ORDER
Master Sale Agreement Date
Master Maintenance Agreement Date
Master Maintenance and Sale Agreement Date
Legal Name
McCall, City of
Contact
David Simmonds
Bill To
Address
216 E PARK ST
Install
Address
216 E PARK ST
City
MC CALL
State
ID
83638-3801
City
MC CALL
State
ID
Zip
83638-3801
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.
Make / Model / Serial Number
See Attached
Total Product
Purchase Price
Excludes Tar
Signature Printed Name
Total Service Charges
Per Billing Frequency
$0.00
Billing Frequency
Service Level
Additional Product Description page(s) attached
uProfessional Services fees included
✓
Fixed Service Charge
✓ Sales Tax Exempt
(*Must attach valid Exetnp
Minimum Guaranteed Minimum Volume
Term Per Billing Frequency
48
Monthly
Title
`4 Ve
Date
67,_/ r
B&W
Color
Monthly
on Certificate )
Cost of Additional Images
B&W
Color
Signature Printed Name
Title
Date
IKON Sales Forms-4/2008
11111 ERtriKAl E IS ■I II
IkON
Document Efficiency
At Work"
ADDITIONAL PRODUCT DESCRIPTION NW'.�.
Attachment to a Sales Order/Service Order.
Contact :
David Simmonds
Phone Number
(208) 634-8547
Address :
216 E PARK ST
Fax Number
(208) 634-3038
City :
MC CALL
State :
ID
Zip :
83638-3801
Email
admin@mccall.id.us
Make / Model / Serial Number
Service Level
Base
B&W
Volume
B&W
Overages
Color
Volume
Color
Overages
QTY
Addl Plus Pak
[SET] CANON
IRC4580I V2/V3
Gold
$0.00
0
0.0080
0
0.07
N/A
Contact :
Phone Number
Address :
Fax Number
City :
State
:
Zip :
Email
Make / Model / Serial Number
Service Level
Base
B&W
Volume
B&W
Overages
Color
Volume
Color
Overages
QTY
AdePlus Pak
Contact :
Phone Number
Address :
Fax Number
City :
State
:
Zip :
Email
Make / Model / Serial Number
Service Level
Base
B&W
Volume
B&W
Overages
Color
Volume
Color
Overages
QTY
AddgPlus Pak
---------,4—/'.
IKON Sales Forms - 4/2008
Customer Initial
IKON
Document Efficiency
At Work.`"
Equipment Removal or Buyout Authorization
Customer Name:
McCall City of
Date Prepared:I
Contact Name:
David Simmonds
Phone:
(208) 634.6929
Address:
216 E Park Street
City:
McCall
State
fD
Zip:
3638
FaX/Email:
us
(208) 634-3038/admin@mccalLid.us
—_
r-
1
Canon, IR5000, NRL05478
,,
Check if additional Product Description page(s) attached
This Authorization applies to the equipment identified above and to the following Removal/Buyout option: [CHECK ONE]
ElEquipment Owned by Customer. This Authorization will confirm that you desire to engage IKON Office Solutions, Inc. ("IKON") to pick-up
and remove certain items of equipment that are owned by you, and that you intend to issue written or electronic removal requests (whether such
equipment is identified in this Authorization, in a purchase order, in a letter or other written form) to us from time to time for such purpose. By
signing below, you confirm that, with respect to every removal request issued by you (1) IKON may rely on the request, (2) the request shall be
governed by this Authorization, (3) you have good, valid and marketable title to such equipment and have satisfied all payment and other
obligations relating to such equipment which may be owing to any third party under any applicable lease, financing, sale or other agreements,
(4) you have obtained any and all necessary consents and approvals required to authorize IKON to remove such items of equipment and to take
title thereto, and (5) by this Authorization, you hereby transfer good and valuable title and ownership to IKON to the equipment, free and clear
of any and all liens and encumbrances of any nature whatsoever and you will cause to be done, executed and delivered all such further
instruments of conveyance as may be reasonably requested for the vesting of good title in IKON. IKON does not assume any obligation,
payment or otherwise, under any lease, financing, sale or other agreements relating to any equipment. Such agreements shall remain your sole
responsibility. As a material condition to the performance by IKON, you hereby release IKON from, and shall indemnify, defend and hold
IKON 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 this Authorization or of any obligation owing by you to any third party in respect of all equipment identified in
the removal requests issued by you.
Equipment Leased by Customer from IKON IOS Capital or IKON Financial Services. This Authorization will confirm that you desire to
engage IKON to pick-up and remove certain items of equipment that are currently leased by you from IKON, IOS Capital or IKON Financial
Services, and that you intend to issue written or electronic removal requests (whether such equipment is identified in this Authorization, in a
purchase order, in a letter or other written form) to us from time to time for such purpose. By signing below, you confirm that, with respect to
every removal request issued by you (1) IKON may rely on the request, and (2) the request shall be governed by this Authorization. If you are
entering into a new lease with IKON or IKON Financial Services in connection with the upgrade of currently leased equipment, IKON agrees
that following acceptance, the new lease will terminate the existing lease with respect to any upgraded equipment. Except for the obligations
of IKON to pick-up and remove items of upgraded equipment, IKON does not assume any obligation, payment or otherwise, under your lease
agreement, which shall remain your sole responsibility. As a material condition to the performance by IKON, you hereby release IKON from,
and shall indemnify, defend and hold IKON 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 this Authorization or of any obligation owing by you under your lease agreement.
Equipment Leased by Customer from a Third Party. Upon execution and delivery by Customer of a sale, lease (and related delivery and
acceptance certificate), service and/or other agreement ("Agreement") between IKON and/or IKON Financial Services, IKON agrees to pay to
(A) n the customer (and Customer hereby agrees to promptly pay such amount to the below named payee ("Payee")), or
(B) ❑ the Payee identified below, an amount ("Buy Out Amount") equal to , to pay off and/or reduce Customer's
obligations owing under that certain equipment lease agreement no.
("Third Party Lease") between Customer and Payee relating to the equipment identified in the Third Party Lease ("Equipment").
ElW-9 included Third Party Quote or Proof of Buyout Amount attached
Mailing Method Mail Check (Regular) Ei Ovemight Check
Payee Name: Vendor Code:
Address:
City, State, & Zip Code:
Attention:
Distribution Code (for 3rd party transaction):
The Buy Out Amount represents the total amount payable by IKON for such purpose. IKON shall have no obligation, and does not assume any
obligation, under the Third Party Lease. Customer acknowledges that Customer is solely responsible to make payments to the Payee under the Third
Party lease, to return the Equipment at the appropriate time to the appropriate location as determined by the Payee, and to fulfill any and all payment and
other obligations under the Third Party Lease. Customer agrees to indemnify and hold IKON harmless from any losses, damages, claims, suits and
actions (including reasonable attorneys' fees) arising from the breach by Customer of any of its obligations contained in this authorization and/or the
Third Party Lease.
AGREED AND ACCEPT
CUSTOMER
BY: ,r
Name: :
Title:
Date:
`q
/71
�`A_/� $-'
IKON OFFICE SOLUTIONS, INC.
Prepared By:
Approved By:
Name:
Title:
Date:
Form - Equipment Buyout Remova1.1105
IKON Web Sales Forms
■III VAN/.5l1RW; nil NI III
Work Order - US
IKON Office Solutions, INC.
�K�N Document Efficiency Professional Services
At Were'
Base Eq Model #I
Base Eq Serial #
Email Address of PS Rep
Date of Services:
Customer must already be an IKON customer to use this form without being part of the SFP
Bill ToCust No.: Pymt Method: Ship To Customer No.: PO No: PO Date:
Bill To Customer: McCall City of Ship To Customer: Mccall City of
Address: 216 E PARK ST Address: 216 E PARK ST
City: MC CALL State: ID Zip: 83638-3801 City: MC CALL State: ID Zip: 83638-3801
Customer Contact: David Simmonds Title: Information Systems Manager Phone: (208) 634-8547
IKON Sales Rep: JORGENSEN,THOR,R Phone:
MPS/FSM/SAM/SAC: SC: REBLACKBURN SC-C: SA/SSA:
Description of Professional Services
Professional Services Task1
Professional Services Task2
PS/DOC SVC/INSTALLATION CANON UNIVERSAL SEND
PS/DOC SVC/MISCELLANEOUS PS -BC BUSINESS COLOR
o Configure the I -Series device for send -to -file, email, FTP, or
dbase.
o Assist with installation and configuration of Desktop
software for two (2) users, includes basic setup to email
system.
o Train 5 End Users on Desktop software (one 30 - minute
session)
o Universal Send Training $150 for each additional 5 users
o Train Key Operators on ScanStation (one 30 - minute
session)
o Customization and advanced configuration require an
additional Work Order or Statement of Work
o Design and perform solution implementation plan
o Install and configure RIP/controller excluding Workstations
o Assist customer in connecting to their network
o Install and setup print drivers/PPD's on up to two (2)
workstations
o Printer operator training for lead operator / administrator
o End user training for print drivers/PPD's for up to two (2)
persons
o Basic Color Calibration, Engine/RIP
Task
°IKON Code
OMD Code
Units
Unit Price
Ext Price
Notes:
1
PS-INSCANONUSEND
WPSB20
[SET] CANON IRC45801 V2N3
585
585
2
PS-CONND
WPWYDO
[SET] CANON IRC45801 V2N3
365
365
3
Total Price: [Price Included
This Work Order shall be effective as of he date of execution by both IKON and Customer. By signing below, t to undersigned represent that they are duly authorized to enter into this Work Order on
behalf of their respective entities.
C
C IKON OFFICE SOLUTIONS, INC.
: ,,e, �
P� BY
Nat e:�for. f-�� �5 2Of- Name:
Title: y�4t-ee'S/? Title:
Date: .„--,-A_/fig Date:
TERMS AND CONDITIONS
The performance by IKON of the Services described in this Work Order is subject to and shall be govemed solely by the following terms and conditions:
Custotner 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 and all other applicable terms are agreed upon by
both parties in writing. IKON shall provide the Services at the Customer location set forth herein or on a remote basis, In consideration of its Services hereunder, Customer shall pay IKON the
Service fees in the amounts and at the mtes 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 efforts, Customer shall be liable for all costs thereof, including, without limitation, reasonable attomeys' fees and [ate 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 may be reasonably necessary for IKON to perform its Services. Customer
acknowledges that IKON'S performance of the Services is dependent upon Customer's timely and effective performance 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 perform and no responsibility
for the connection 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 available to Customer any warranties made to IKON by the manufacturers of the software, tools and/or products utilized by IKON in connection with its Services hereunder, to
the extent transferable and without recourse. 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
CONTEMPLATED 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 THIS WORK ORDER OR THE PERFORMANCE OR BREACH HEREOF, EVEN IF IKON HAS BEEN ADVISED OF THE POSSIBILITY
THEREOF. IKON'S LIABILITY TO CUSTOMER HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE FEES PAID TO IKON HEREUNDER BY
CUSTOMER. 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 WORK ORDER. 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.
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 make any reference to any information from which the identity of Customer
may be reasonably ascertained. Customer agrees that during the term attic Services and for a period of one (I) 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. This 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 service ordered. This Work Order may not be transferred 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 Commonwealth of Pennsylvania, without regard to principles of conflicts of
law. The relationship of the parties is that of independent contractors. IKON shall not be responsible for and shall be excused from 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 enforceable as 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, and confirms that the undersigned has the necessary power and
authority to enter into this Work Order on behalf of Customer.
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11111 MITL'VeliffiMA II III