ORDER NO. 30163
COPIER LEASE CONTRACT
Came to be heard this the 26th day of February, 2007, with a motion made
by Commissioner Letz, seconded by Commissioner Baldwin. The Court
unanimously approved by vote of 4-0-0 to:
Approve the recommendation of the County Attorney for a lease on a new
copier for his office.
3D/G3
'j COMMISSIONERS' COURT AGENDA REQUEST
PLEASE FURNISH ONE ORIGINAL AND NINE COPIES OF THIS
REQUEST AND DOCUMENTS TO BE REVIEWED BY THE COURT.
MADE BY: Rex Emerson OFFICE: County Attorney
MEETING DATE: February 26, 2007 TIME PREFERRED:
SUBJECT: Discuss, Consider, and take appropriate action on copier lease contract.
EXECUTIVE SESSION REQUESTED: (PLEASE STATE REASON)
NAME OF PERSON ADDRESSING THE COURT: Rex Emerson
ESTIMATED LENGTH OF PRESENTATION: 5 minutes
IF PERSONNEL MATTER -NAME OF EMPLOYEE:
Time for submitting this request for Court to assure that the matter is posted in
accordance with Title 5, Chapter 551 and 552, Government Code, is as follows:
Meeting scheduled for Mondays
THIS REQUEST RECEIVED BY:
THIS REQUEST RECEIVED ON:
5:00 P.M. previous Tuesday.

All Agenda Requests will be screened by the County Judge's Office to determine if adequate
information has been prepared for the Court's formal consideration and action at time of Court
Meetings. Your cooperation will be appreciated and contribute towards you request being
addressed at the earliest opportunity. See Agenda Request Rules Adopted by Commissioners'
Court.
#3o1h3 Document Efficiency
At Work.`"
Product Sebedule Number:__
State and Local Govenvnent
Master Agreement Number:
Chis bnage ;Vfan'agcnunt Plus Product Sdtedulc 1"Schedule") is made port of the State and Local Unvcnunent ~,A4nntcr Agreement ("A4asn-r Agrrcmm~r") idcneihcd
an this Schedule between 1KUN Offce Snluduns, Lu'. 1`we' ur "us") and ~R r"oa/7Y _ a. Costumer ('cou'1.
411 al ms and tnndiduns of the Mnxter Agreemen[ arc mmryo[atul in[o thts Schedule and made a part hereof. It is Ute imm~[ of rhr p,u~m e tha[ this Schednlc be sepvmch
cnf x. cable os a mmpem and independent atn cement, independent oEall other Pn,doa Schedules m the Master Agreement
CUSTOMER INFDRMATIDN --_ -.-.
Cuv'n.nmr (Hill m)
AJdres.v
/(.l/ /r(AIV. JI•cc(
(;Igo ~i /ro ~~ County ~'r/r S[nte
Cuuumer C~ntactn~Nal nc:
wA~tnt r't~v Ywfi.S
PRODUCT DESCRIPTION ("PRDOUCTS")
Product Lnra6nn 1l,~ //''
aJd•e~r.r Aa - .n I
Zip 7~J~ City
:~me l~ Telephone Number:
8301 7`la -2~'~
\4ak<, blodd S Serial Number
:M:tkg Model & Serial Numbel
PAYMENT SCHEDULE
\gmnnum ~pcrm Unus_I
__ ~G~ _
h'liuinuuu Poynlent
F~Vi`rhoqqut Tnz
Cult Cust of Cum antcetl A4inunnm
Prr Image dddilionnl Images ,A4un + Quarterly/Urher
S_ _ $_ • Oarp_ imagcs~Q, OOU
Payment Due Advance Payment ht9th Iox) 4~f{
It _ _
_~ ,blondtl}' 11+IarrerlY _Applt+m lst Payment
Unc~r .___-O[her_ _.....__
.Meter Reading/(iilling
Put AJdrtmnul bn:tgev
\Innthlp
_ ~Quan eely
t)Ib~ I
4a k.'ILx P_.rmpu Yc. tAanrh 4;xempoon ('eulfe˘e) (:Irsroiner FSiIGng Refirencc Number fP.U.N, caJ __-
Addrndnn,la Amac n ~ J A'rv lCbak Fri and indieam feral nnndmr of pages 1
TERMS AND CONDITIONS
1.'I~hr fi,a Pavmoa will be duo .,n dm }.F@ai.e Uavc. The Arlivery doer is m be induanvl by siyming a upaoue accepmncc &mn.
27 d tdordgnod(,ar now l-IIIicAmunvnxehual ovu dsc'hul ˘n+(`PnJlas')hs ln, Ful coin ~I( , ,-II p'.THISES \N UN(UVUIII(1VA1,
VON C,ANCLLABLL AGRLEMENT POR THE MINIMUM TERM INDICATED ABOVF_ (f we accept de's sehedt I t a~ru m uu the ab a ( udt end mall da ren ,.
6rn~~d, invlmling rhr "f~nns and Conditions on the M,umr Agreement 'f}IIS WELL ACKNOWLEDGL T'ITA'f YOlI HAVE RLAD AND ONllEHSTAND TEAS
SCHE'DLU.f.:\ND'I'}IE: MASTER AGREEMENT ANll HAVE RECLNED A COPY OP THIS SCHEDULE AND "I'HL ;N:1S'fF.R AGREEMENT'
1. bin: ~F, ('I ned~l e_tzLSt In rn:vn ter rho ~blinlimim Pav,uent Vou :ve emided m ore the number of Guyana-s:J Minimum .Alnnt~hly/(pmrterly/[)nc~r Images. IFgnv use n,oru ,ban dw
I:unranmcd .A91numun .4Lnuhly/Ouartxrly/t )thee Inmgec fn any n nrd,ly/yu~ancrlp/nlha period, as appliclble, you mill adrhtionalb' pw + charge equal to the mm~ho of uJJiuunvl
t :I .tin d (,t (ArI I't' -II eIf- Ircmm~c rhnnnli~ ad nelhn all/ ~ d F.I ~ n dd:p -fi ( t Ifli~ t n ~ +
1 I I 1 4 1 ' dtm s v ppl' Ih ~t ~' d'ng trc l na i' th p < I fume (m mthly goat It - Ilv t I llvl l h i h I I ,4 .I
III lel'II etc ed bF 1 y I. r I I III ~I 6 4 'F t .bt Jffc vac dr doAI" t I t rt I 11 111 I ,-I.' ,r
, dt d,r a˘n ,I arer ending tpon request lFv rh nave x. ul y s nut receive I wrlfn days :tr nae nom ˘c [I c t I Gtr u(i yu mtJ. rAdl m,t m 4 ess I nJ eh; rges tr ~ .Idle
uonal iwugcs s,all be ucaJe upon urripr of ncmul mctcr:udinge. Aonvirhemnding .:nv adplvrmm~t you mill nova pay I~~s rh::n Ihr Vl ininmm Pacman.
i V LI i , al Pn„'a is lit a rv) arc _-_ _. -.__.. _ ___
CUS UMF.A
~ _-~ ;d .~ounty Dat~
udge z/2h/07
Pat Tinley
i.An h„tired Signer's pnntcJ name) -..
IKUN OPPICE SOLUTIONS, INC.
X Tale: Dale:
:\I~Ihnl;.ed signer
(Authuri-ccd $igncr',v piinrnl name)
Connry Ktir Sruc 7~ Zip
Fax Numher/E mail 4dth esn
State and Local Government
Masfer Agreement
CUSCOMER:
FoII Legal Nar
Address:
Facsunile Numhee
Contact:
E-mail
Thu Master Agreement ("Mvstp-Agreemeut") has been wrrtten in clear, cosy m umlersmnd Lnglish. When we use the wa-tls "you", "yunr" or "Cusmmer" in rids Master Agrcpnenq
[can yuu, our eostomeq as indicvred above. When we use the words "we", "vs°, or "our" in this Master Agreemenq we mean IKON Office Solvrions, lac (hrt mqun me office
is loaned ar 71) Volley Saemn Parkway, Malvern, PA 19355.
I. Agre~rnent. FVe .agree to rent m you, and you agree to tenet horn us, subject tr, the
[eons of this Mnsrer Agreemenq the personal and inpngihle properry describe) in any
et1uipment schedule (a "Schedule") exerumd by yuu nail us and incorpmaing the terms
of thrs Master Agreement Iry reference. Each Schedule shall be separately enforceable
as a complem and independent agreement, indepPendent of all other Schedules to this
Mvs[er Agreement. The personal and inpngible prcrpercy described nn a Schedule
1[o ether with vll auachments, replacements, pare, substitutions, additions, repairs,
and accessories incorporated in nr affixed m the properry and any limnse or subsenp-
tion rights associated wide the properttyy) will 6e collearvely referred to as "Producq'.
"the mamrfncnver and/or vendor of the pngible PruJvct shall 6e referred m as the
"VenJun"To the eaten[ the Product includes inpngible property or associated services
such as penodic software license> nnJ prepaid Jaty base subscription nghts, such inpn
Bible properry shall he referred [o ns ehe "Software."
2. S h der Ig: I~rl'gX,"- A~isSLr ~-e' Each Schedule that incnrpuraces this Master
Agr cement shall he governed by the corms and conditions of this Master Aggreemenq
as well as the terms vnJ conditions set forth in such mdrvidual Schedule. 'Phe termi-
nation of thrs Master Agreement will not affect any Schedules executed prior m die
effective dam of such termination. When yon receive the Producq you agree to inspect
it to determine a rs In ooJ working m'der. Scheduled Payments (as specific) in the
applicvble ScheJule) will begin on the Product delivery and acceptance dale ("Effective
Dale"). You agree ro sego and return to us a delivery and acceppnce certificate (which,
ar our request, may Le done electronically) within three 6tumess Jays esker sty Rmdact
is mspded.
4 Temr~Pavmena. The first scheduled Payment (as spepfied in the applicable Schedule)
('Pnyrnent") will Ire Jue nn the Fffeaive Dam. The remaining Pa}nnenrs will be due
on the same day of each a,bsequem month, unless urhpwise specified on the appli-
rnhle Schedule if any Paymem m' other mnnun[ payable under any ScheJule is' nut
p:,iJ within ten days of the Jue Dare, you will pay m us, in addition m rho[ payanenq ~a
one-time lace chvrge uE 5 0 of the overdue pvyment (but in no event grmter thvr the
innxinmm amount allowed by npplinble law). ]'ou also n tee that, except ~as exppressly
speed in Semon 14 below, TI [IS IS AN UNCONDITIONAL, NON-CANCEL-
N3LE AGREEMENT FOR 'fHE MINIMUM TF,AM INDICATED ON ANY
SCHF:DULF. TO'I'k 11S MASTER AGREEMENT All payments m us are "net" anJ
ore no[ sublet[ to set off or reduction.
4. 'J_rgdr et Luco['om Use a ~ ir. You will keep and use the Product only v[ the Prod-
uct Locaeion shown in [he applicable Schedule. You will not move the Preduc[ horn
the location spepfied in the applicable Schedule or make any alterations, additions or
replacements m ehe Product without oar prior written consenq which consent will not
6c unreasonably withheld. At your own cost and expense, you wJl keep [he Product
eligible for any manuhcmrer's cernficatuo as m maintenance and incompliance with
applicable laws and in good condition, except for ordinary wear and rear Y u may
elect to separately engage ns to provide mnurtenance and rapport services pursunm
m a separate agreenrcn[ for sucb puryose ("Maintenance Agreement"). All alterations,
additions or replavements will become par[ of [he Product nail our property rat no cos[
expense to us We may inspect the Product at any reasombte eime.
5. T +rd Fee". [n addition m the payments under this Maser Agreemenq [o the
exmnt you are not exempt tender appbcxhle law, you agree m pay all applicable [axes,
lees, anJ filing costs related m tee use of the Producq even if billed after the end of
the term of ehrs Master Agreement nr any Schedules. If we are re titre) to file and pay
properry px, you agree to reimburse us. If you are required to file and pay the [axes
directly m the pa mllecmq we will notify you.
6. Wu'a rt es. We transfer m you, without retonise, for the rerm of cvch Schedule, any
wnt[en warranties evade by the Vendor or Sokwar a Supplier (as Defined m Section 10 of
thu Master Agreement) with respect m [he Product rented pursuant [o such ScheJule.
YUU ACKNOWLEDGE TFIAT th2 DO NOT MANUFACTURE OR DESIGN
"f HE PRUDIJCT YOU ACKNOWLEDGE THAT WE DO NOT REPRESENT
1'HE :MANUFACTURER, AND TI3Af YUU HAVE SELECTED THE PROD-
UCT BASED i)N YOUR OWN JULGMF,NT AND YOU EICREBY AFFIR-
M4TNFi.Y DISCLALN RELIANCE ON ANY ORAL REPRESENTATION
CONCERNING THE PRODUCT MADE TO YOU. Howevcq if you enter torn a
Maintenance Agreement with us with respect a vny Producq no provision, clause or
p:ungnph of this Mnseer Agreensent shall almr, resrricq diminish ur waive the rights,
remedies ur henehts that you may have against us under snc6 Maintenance Agreement.
N'F. NU1I(F'. NO WARRANTY, E.YPRESS OR IMPLIED, AS'f0 ANY MATTER
WF7ATSONFR, INCLUDING, OUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCIIAM'ARILITY OR FITNESS FOR A PARTICULAR
PURPOSE. AS TO US, YOU RENT TIIE PRODUCTS "AS-IS" YOU AGREE
THAT, NOTWIT'FISTANDING ANYTHING TO THE CONTRARY, WE AAE
NOT RFSP(JNSIBLE POR, AND YOU WILL NOT MAKE ANY CLAIM
AGAINST US FOR. ANY CONSCOUENTIAL, SPECIAL, OR INDIRECT UAM-
7 I o== o~p+rr~ee. You are rcsponsihle for any thefq destmceion of, or damage [o, the
Product (collectively, "Loss") from any cause at all, whetter or not insured, from the
rime of Product delivery to yon until it is delivered ro us at the end of the Schedule. You
Document Efficiency
At Work.'"
Numhcr:
are required to make all Payments even if chore is a Lnss. You must aunty us m writ-
ing immediately of any Loss. Phan, at out opaon, yno will either (al repeu the Prod-
uct so Char ie is m good condition and working ordeq eligible tut any mnnuf:,cuverS
certification, (b) pay us the amounts specified m Secdnn 12 below, rn~ (c) replan the
Product with equipment of similvr age and capability from us.
3. CI ' L'aL.'1'[y d I ~ . (a) To [he extent penn˘mJ by applicable law, rho
parries to this Master Agreement will defend and hold each tither harmless from all
claims arising out of the death or bodily injury of any agent, employee m' business
imatce of the indemnified pm'ty or ehe damage, Inss or desvupion of any pngiblr
property of tee indemnified parry to the extern caused by rite negligence nr inren-
nonal ups or omissions of the indemnifying parry. (b) Because you have sole posses-
sion and control of [he Producq you are r ponxible for any damage, inlrrry ur loss
casrseJ by (or m) the Product resulting from the use, misuse or possession of die Yrad-
uct or any accident or other rnsunlry relating to the Product We are responsble for
damage or inlvry to third persons to the extent the damage or inlup~ is canted by tiro
negligent acts or omissions. You agree to maintain insurance to coup' [he Product for
all types of loss, including, without limit, thek, in an amount nn[ less than the h,ll
replacement value and you will name us as an addrtonal insured anJ loss payee on
ymur insurance polity. Such insurance will provide that we will be given [hiry l l(1)
days' advance notice oFany canecllation. Yoo agree m provide nx with evidpsee of sucb
insurance in a form reasonably satisfactory to us. If you are self innnvd with respect
m the Product(s), you shall maintain Joring the reran of each Schedule to [his Mnsre,
Agreement aself-insurance program reasonably sa[ish˘'mry to us and shall provrJc m
ns evidence of such program. In the event of loss or damage m the Producq you agree
m mmain responsible for the pn}anent obligvnuns under [his Maxtp-Agreemcne unnl
the payment obligations are fully satisfied.
9. 1`tle Rccord'n~a. We ore the owner of nail will hold title m the Product (except tar
any Software). You will keep the Produp free of vll hens anJ esumhrances. Emept
as cedected o any Sahedvle, you agree that this Master Agreement is n nue :enrol
Howcve', if any Schedule is deemed m be mten JeJ Fur security, you hereby gun[ m tic
a purchase money secm'iry in[a'est in the Product cuvereJ by the applicable Schedule
(including any replacements, snbstimtinns, additions, attaehmena nnJ pruceedsl as
security for Ibe payment of [he amounts nnJer each Schedules Ynu auhwrize vs m
file n copy of this Master Agrecmett and/or any schedule as a financing snuement
and you agree to promptly execute and Deliver m us any financing sptemenrs caver-
mg [he Product that we may rosonably require; provided, howeveq that you hn eby
authorize us m file any such financing spmmem without your antbentiearion m rite
extrn[ permitted by applicable law.
I0. $ ftw~ I ~I I . To the exmnt thvt the Product includes Software „ utter
In[angrbles, you underetanJ and agree that we have nn right, title or mteresr in the
Sokware and you will comply throughout [he re'm of [his Mvrtp Agrccment wub
any license and/or otbn agreement ("Software License") en[ereJ into with the sup-
plier of [he Software ("Sofware Supplier"). Yuu arc respunsiLlc (or en[p'ing into any
Software License with dre Software Supplier no later than dre EFfepivc lla[c.
11. 12efau15. Each of the Following is a "Defauh° under :his Maser A y=recmen[ nnJ all
Schedules: (a) you hil to p y any Paymenror an other pnynrent wnlu„ 30 Jvys oFin
due dace, (b) any representation or warranR' merle by you m this Master Agreement is
false or incorrect and/or you Jo nut perfnnn any of your other obhganons under [his
Maser Agreement or any Schedule mtd/or in any other agreement with us ur with vny
u(our affiliates and this failure continues for 10 days xker we have notifieJ yuu ,.f u.
or (c) you become insulvenq yuu dissolve or are dissolved, or yon assign Your assets
for nc~ benefie of your pedirors, or you file nr hove fileal vgainsr you vny frnnkmp˘'p
,.r reorganization proceeding.
12. $ rr~r gdjrs. IEa Default occurs, we may do one ur mu,e of [he fallowing (v) we n.ay
cvncel or terminate this Master AgreentenC and/or any of till Schedules, or any o.
all odter a reements that we have entered into with yuu; (b) we may inquire ruu n.
immediately pay to us, as compensation (or loss of our liaryrnm and vo[ a> a penalty,
a sum equal [n (;) all pas[ due Paymrarrs and all other amomas then due and payable
under thrs Master Agreement or any Schedule cord pi) all unpad Pny;ucnts bu the
renumder of the tens of each $cbedule plus our amicrpatcJ value of der YroJup ai
the enJ of the initial corm of any Schedule fur any renpval of such Schedule), such
unpaid Pv}anents and antieipomd value to be discounted m present value at x me
equal to 6% per year to dre dace of default We agree tv vpply the act proceeds (as
specified below in this Sedan) uF any Jixpnsiuon of the Produp m the mnnunts rho[
yuu awe ns; (e) we may require you to deliver the Product ro us ns set fnrJr in Se, -
tion 14; (d) we or oar represenptive may pevicefully repossess dre Produp without
courc order and you will not make any claims against us far damages nr mespass
or any other reason; (e) we may exercise any and all other rights nr renedies avail-
able m slender, secured party or lessor under the Uniform Commercial Code
("UCC"), including without limiq Article 2A of the UCC, and az law or in equity;
(t) immediately terminate your right to use the Software including the disabling (om
site or by remote eommunieaeion) o(any Software, Og dnnmd the immediam return
and ubpin possession of the Software and relicense the Software at a public ur private
sale; (h) cause the Software Supplier ret termimm dre Software License, suppurc and
r t I I
odrer services wrier the Software License, and/or (i) at ovr option, to sell, re lease, or
otherwise disppose of ehe Product under such terms and conditions as may fie acceptable
to us in our discretion. You agree w pay all of our costs of enforcing our rights against
you, including reasonable attorneys' fees, end all c tts related to the sale or disposrton
of the Product including, without limit, incidental damages expended in doe reposses-
sivn, repair, preparation, and advertisement for sale or lease or other disposition of the
Product. If we rake possession of the Product (or any Software, if applicable), we agree
m sell ur otherwise dispose of ie with ur without notice, at a public or private disposi-
tion, and m 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 responsihle for any deficiency that is due after we have applied any such na pro
ceeds.
13 AS3 a .YOU HAVE NO RIGHT "I'O SELL, TRANSFER ENCUMBER,
S LET OR ASSIGN THE PRODUCT OR THIS MASTER AGREEMENT OR
ANY SCHEDULE WITHOUT OUR PRIOR WRITTEN CONSENT (which con-
semshall not fie unreasonably withheld). You agree that we may sell or assign nny of our
interests without notice w you. In [hat event, the assignee will hove such nghcs ns we
assign w them but none of our obhgatons (we will keep any such obligations) and the
rights of the assignee wi71 no[ be subject to any claims, defenses or set-ofh rho[ you may
have against us. IFyov have entered into a maintenance, service or supply agreement with
ns, such agreement will remain in full force and effect with us and will not be affeceed
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 v
manner that complies wide Section 149(a) of the Internal Revenue Code, and the regada
nons prumulga[ed thereunder.
14 I;_e_v€wal_ 2emrn gf->~U. After the minimum term of any Schedule w this Master
Agreement, such Schedule will renew tin amonth-w-month basis unless either parry
notifies ehe other in writing at least 30 days prior to dre expiration of the minimum term
of such Schedule. Ae the end of or upon eerminadon of each Schedule, you will imme-
diately return the Product sublet[ to inch expired Schedule w us (or our designee), m
the location designated by us, in as good condition as whey you received iq except for
ordinary wear end Bear. We will bear the shipping charges so long as replacement equip-
meu[ is selected from IKON. Otherwise, you will bear all expenses of deinstalling, crat-
ing and shipping the Prodtsr. You will insure the Product for its full replacement value
durng shipping. You must pay additional monthly payments, at the same rate as then
in affect under a Schedule, until the Product is returned 6y you and is received in good
condition and working order by our designee rr us.
I5. M cellar o :s. Yov agree chat the terms and conditimns contained in [his Maser Agree-
ment and in each Schedule make up dre mate agreement hetween us mgerding the
reveal of the Product and supersede all prior written or oral commrnaicaaons, under-
standings or agreements between the patties relating w the subject matter contained
herein, including without limitation, purchase orders. Any purchase order, m' other
ordering documenb, will noC modify or affect this Master Agreement or any Schedule,
nor have any other legal effect and shall serve only the pur~ose of identifying rEe equip-
ment ordered. You authorize us to supply any missing' configure to order" number
("CIY)"), other equipment idendficadon numbers (including, without Hmiq serial nom
tiers), agreemenUschedvle identification numbers and/or dates m this Master Agree-
mene or any Schedule. You acknowledge the[ yov have not been induced to enter inro
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 ov us
wtil we sign is Any change in any of the terms and conditions of this Masmr Agr~eemen[
or arty Schedule must be m writing and signed 6y us. if we delay nr (ail 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 a[ a later time All notices shall be given in writing
and sent either (a) by certified mail or recognized overtdght delivery service, postage
prepaid, addressed [o dre pparty receiving the notice at the address shown on the front
of dris Agreemenq or (b) by facsimile aansmissioq with oral confirmation, to the fac-
simile number shown below such parry's signature on this Agreement Eider parry may
change izs address or hcsimile number hp giving written notice of such change to the
other party. Notices shall 6c effective on the date sent Each of our respective rights and
indemnities will survive the termination of this Masmr Agreement and each Schedule.
If more than one customer has signed this Master Agreement or any Schedule, each
cusomer agrees that its Habiliry is joint and several his the express intent of the parries
not m vio6te any applicable usury laws or [o exceed the maximum amount of time price
differential ur interest, es applicable, Permitted [o fie charged or collected by applicable
law, and any such excess payment will be applied [o Payments in the order of maturity,
anA any remaining excess will be refunded m you.
16.
AGREEMENT AND ANY SCHEDULES WILL HE GOVERNED CINDER "THE
APPLICABLE LAW FOR THE COMMONWEALTH OF PENNSYLUANLL YOU
ALSO CONSENT TO THE VENUE AND NON-EXCLUSIVE JURISDICTION
OF ANY COURT LOCATED IN EACH OF TILE COMMONWEALTH OF
PENNSriUANIA AND THE STATE WHERE YOUR PRINCIPAL PLACE OF
BUSINESS IS LOCATED TO RESOLVE AIVY CONFLICT UNDER THIS
MASTER AGREEMENT. TIiF. PARTIES TO TI-IIS MASTER AGREEMENT
EACF f WAIVE THE RIGHT TO ATRIAL BY JURY IN THE EVENT OF ALAW-
SUI"C TO THF. EXTENT PERMITTED HY APPLICADLE LAW, YOU WAIVE
ANY AND ALL RIGHTS AND REMEDIES CONFERRED UYUN A CUS-
TOME2 OR LESSL'E BY AR CICLE 2A OF "Il4E lICC THAT YUtI MAY
I-]AVE AGAINST US (BUT NOT AGAllVST THE MAMJFACi'UNF.R, ANY
VENDOR OF THE PRODUC'[).
17. C s-er, arro- F r~ ~. Erich $chednla may fie executed in counterpnr˘. `Ilia
counterpart which has our original signature and/ur is in our possession shall consu-
mte chattel paper as drat teen is defined in the Uniform Commercial Curie ("UCC")
and shall consdwre the original agreement for all purposes, including, without limi-
tation, (i) mry hearing, coal or proceeding with respect m such Schedule, and (ii)
any determination ns to which version of such Schedule constitutes dre single uue
ongrnal item of chattel paper under the Uniform Convnercinl Code- If yom sign
and vansmit a Schedule m us 6y Facsimile, the facsimile copy, upon execution by us,
shall fie binding upon the parries. You agree thy[ dre facsimile of a Schedule manu-
ally signed 6y us, when attached to [he facsimile. copy signed by you, shall conmm[e
the original agreement for all purposes, indnAing, snrhont limitarioq those nudu:ed
above in this Section. You agree to deliver to us upon our request [he counre~pnrt of
such Schedule containing your arigrnal manual sigmwre.
18. Fin cal tv_. During the term of dtis Master Agreement and any Schedules, the
Product(s) will be used solely for the purpose of performing one or more gw-
emmenral or proprietary functions consistent with [he permissible snipe of your
audtority. You represent and wanrent that dre use of the Product(s) is essential w
performing such govermneneal or proprietary functions.
12 N AAP--. ~~ /N -S b=' don.(a)If all of the following shall occur: (i)your
governing body fails w appropriate sufficient monies in any fiscal year for rentals
or other payments due under any Schedue to dris Masrer Agreement fur any egwp-
ment which will perform services and funrdons 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 (ni) the nun-
approprintion of funds did not result from any ea or Eailme [o a˘ on your par, then
a "Non-Appropriation" shall be Deemed m have occur ed. (U) iF a Nun Appropria-
tion occurs, fhe˘ (i) you must give us immediate notice of such Non-Apppropriation ~
and provide written entice of such failure by your governing body at teat h0 drys '
pour m the end of the titan current fiscal year ur if Non-Approprndnn has nor
occurred 6y such date, immediately upon Non-Appropriavon, (ii) no later than the
lax[ day of the 5sca1 year for which appropriations were mode for the renml due
under any Schedule w [his Master Agreement (the "Return Dale"), you shall return
to us all, hue not Tess than all, of the Product(s) coveted by sudt Schedule [o this
Master Agreemenq at your sole expense, in accordance with the terms hereof, and
(di) any Schedule [o this Master Agreement shall tennina˘ m the Return Date
without penalty or expense m you and you shall not he ohhgated m pay the rentals
heyond such fiscal year, provided [liar (A) you shall pay any and all rentals end odter
payments due up through the end of the lase day of the fiscal year for which appro-
priations were made and (B) you shall pay month-to-month rem at dm rote set
forth in any such Schedule for each month or part thereof that you fad to tenon
the Product(s) as required herein. (c) Upon any such Non-Appropnarun, upuu our
request, you will provide, upon ovr requesq an opinion of independent counsel
(who shall be reasonably acceptable [o us), iv form reasonably acceptable m us, con-
firming the Non-Appropnaaon and providing reasonably snfficien[ proof of snch
Non-Appropriation.
20. Fundbg intent. You represene and warrant to vs drat yov presently intend [n mn-
tinue this Master' Agreement and any Schedules hereto for d,e enure term of such
Schedules and to pay all renmis relating to such Schedules and [o do all things Iaw-
(ullywirhin your power ro obtain and maintain fiends fiom which the rentals and all
order payments owing under such SchedWes may be made. The parties acknowledge /
that tipPPropriation for renevls is a governmental (unction m which you cannot con
vacmally commit yourself in advance and this Mastn Agreement shall not consdmte
such a commitment To the exmnt permitted by law, dre person or entity in charge of
preparing your budgget will include in the budge[ request for each fiscal year durrng
dre term of each Sdredule, respectively, m this Master Agreement nn amount cyual
to dre rentals (to be used for such rentals) [n become due in such fiscal yea r, anA wil!
use all reasonable and lawful means available [o secure the appropriation of money
for such fiscal year sufficient to pay all rentals coming due during such hscal year.
21. A. hs._[ oar' Kvnd Author z±doa (a) You represut[ and wan~ant m us drat (i) you are
a $taa or political subdivision of a State, as dtose terms are defined in Section 103
of the Luernal Revenue Code; (ii) yom have the power and aurhonry to enter inm
this Master Agreemrnt and all Schedules [o [his Maser Agreemenq (iii) [his Master
Agreement and all Schedules m this Master Agreement have been duly aurhonzcd,
executed and deBvered by you and constitute valid, legal and binding agreement(s)
enforceable against you in accordance with [heir arms; and (iv) no further approval, ~
consent or withholding of objections is requited from any govmnmental authority
with respect to this Masmr Agreement or any Schedules eo this Master Agreement.
(h) IE and to the extent required by us, you agree to provide us with an opinion of
independent counsel (who shall be reasonably acceptable m us), substantially in the
form attached hereeo as Exhihis9, confirming the foregoing and other rda[ed mat-
ters. (c) You agree to take nB required actions and [o file all necessary forms, indud-
in IRS Poems 8078-G or tl03 B-GC, as applicable, [o preserve the tax exempt status
of~dus Master Agreement and all Schedules daereto. (d) You agree to provide us with
any other documents that we may reasonably request in coimecdon with [he forego-
ing and this Master Agreement.
us vva uvrao vvracnn cyawo nave ceawcu nun tie.,vv...~...,,,,~...,,...,...,.... ..o .......... ....... .......
CUSTOMER
By: __
r igna
°at Tinley County Judge
Name &'1'ide: _
IICON OFFICE SOLUTIONS, INC.
Authorized Signer Signature
Name &
Date: 02~26~2007
Facsimile
Facsimile Number:
SALG Mmar Agreement 4.04