ORDER NO.31290 IKON RICOH MP 5000 COPY MACHINE CONTRACTS FOR COUNTY CLERK'S OFFICE Came to be heard this the 11th day of May, 2009, with a motion made by Commissioner Baldwin, seconded by Commissioner Oehler, the Court unanimously approved by a vote of 3-0-0 to: Approve Two (2) Ikon Ricoh MP 5000 Copy Machine Contracts for the County Clerk's Office, as amended to add the language "to the extent allowed by law", and authorize County Judge to sign same. l.5 ~/ ~. 9 ~ COMMISSIONERS' COURT AGENDA REQUEST PLEASE FURNISH ONE ORIGINAL AND TEN COPIES OF THIS REQUEST AND DOCUMENTS TO BE REVIEWED BY THE COURT. MADE BY: Jannett Pieper MEETING DATE: May 1 1, 2009 SUBJECT: (Please Be Specific) Office: County Clerk TIME PREFERRED: Consider, discuss and approve the rental agreements with Ikon for 2 Ricoh MP 5000 copy machines and authorize the County Judge to sign. EXECUTIVE SESSION REQUESTED: (PLEASE STATE REASON): NAME OF PERSON ADDRESSING COURT: Jannett Pieper ESTIMATED LENGTH OF PRESENTATION: two 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 schedule for Mondays: 5:00 P.M. previous Tuesday THIS REQUEST RECEIVED BY: THIS REQUEST RECEIVED ON: 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 your request being addressed at the earliest opportunity. See Agenda Request Rules Adopted by Commissioners' Court, Court Order No. 25722. Make sure any and all back up material is attached to this form. ~ ~~~ tyo :'' ~ ~ ~ ~ ~,+, l~t v, a ~ „. _. / u ~ ~ ~ ~ ~..,,,~~ ~ I ff Document Efficiency At Works" Product Schedule Number: State and Local Government Master Agreement Number:_ This Image i~~lanagement Plus Product Schedule ("Schedule") is made part of the State and Local Government Master Agreement ("Master Agreement") identified on this Schedule between IKON Office Solutions, Inc. ("we" or "us") and , as Customer ("you"). All terms and conditions of the Master Agreement are incorporated into this Schedule and made a part hereof. It is the intent of the parties that this Schedule be separately enforceable as a complete and independent agreement, independent of all other Product Schedules to the Master Agreement. CUSTOMER INFORMATION Customer (Bill to) /' ,L .L' ~_~je /' rH~_~~~ r~ rM 6 (IN GI ~ lIY Address 7~o M~I~ S Cit}~ ~/ rrUt(Ir County ~~, state ~ Zip ~7.Y' Customer Contact Name: PRODUCT DESCRIPTION Product Location ~I,t~ Uc~~ Address City Customer Telephone Number: ~i~o1 '7qa- • X55 County State Zip Fax Number/F-mail Address: ~~~~ Quantity EquiprnenC Description: Make, Model & Serial Number Quantity Equipment Description: Make, Model & Serial Number 1_ iioh ~p foot/ _ ---- - ( w -M~ Quo - - - -- -AYMENT SCHEDULE Minimum Term (tnos.) Cost Cost of Guaranteed Minimum Meter Reading-/Billing Per Image Additional Images Monthh~/Q latterly/Other For Additional Images L O S $ • D~ Images D 0O hl Mont y Minimum Payment Payment Due Advance Pa}nnent (with tax) $_~g Quarterly ~~thout "lax $ ~5 ~ Monthly Quarterly Apply to Ist Payment Other Other Other Sales Pax Exempt ^ Ycs (Attach Exemption Certificate) Customer Billing Reference Number (P.O.#, etc.) Addendmn(s) Attached: ^ Yes (Check if yes and indicate total number of pages: ) TERMS AND CONDITIONS i. The first Payment viii be due on the Effective Late. The delivery date is to be indicated by signing a separate acceptance form. 2. You, the undersigned Customer, have applied to us, to use the above-described items ("Products") fur lawhd commercial (non-consumer) purposes. THIS IS AN UNCONDITION- AL, NON-CANCELABLE AGREEMENT FOR THE MINIAIIJM TERM INDICATED ABOVE. If we accept this Schedule, you agree to use the above Product(s) on all the terms hereof, including the 'lenus and Conditiais on the Master Agreement. THIS WILL ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS SCHEDULE AND THE NLASTER AGREEMENT AND HAVE RECENED A COPY OF THIS SCHEDULE AND THE MASTER AGREEMENT. 3.Image Charges/Meters: In rettsn for the Minimum Pa}anent, you are entitled to use the number of Guaranteed Minimum Monthly/Quarterly/Other Images. If you use more than the Guaranteed Minimum Monthly/Quarterly/Other hnages in any monthly/quarterly/other perivd, as applicable, you will additionally pay a charge equal to the number of additional metered images times die Cost of Additions] Images. if we determine that you have used more dean 20 % over the manufacturer's reconunended specifications for supplies, you agree to pay reasonable charges for those excess supplies. The meter reading frequency is the period of time (monthly, quarterly, semi-annually or annually) for which the number of images used will be reconciled. The meter reading frequency and corresponding additional charges, if any, may be different than the Minimum Payment frequency. I~u will provide us or our designee with the aemal meter reading upon request. If such meter reading is not received within 7 clays, we may estimate the number of images used. Adjustments for estimated charges for addi- tional images will be made upon receipt of actual meter readings. Noavithstanding any adjusmtent, you will never pay less than the Minimum Payment. 4. Additional Prm~sions (if any) are: CUSTOMER ,~.. / ~ IKyON OFFICE SOLUTIONS, INC. X Zit . ' `~~~ Date: 1, M~ A Title: Date: ~{~,- " 0~ Authorized Signer (Au orized Si rs nted name) (Authorized Signer's printed name) lmaga ll~anagal+~aent lr~s ~mifer~#~ Document Efficiency At Work.="` The below performance commituaents (collectively, the "Guarantees") are brought to you by IKON Office Solutions, Inc., an Ohio corporation having its principal place of business at 70 Valley Stream Parkway, Malvern, PA 19355 ("IKON"), one of the largest distributors of office solutions in the world. The words "you" and "your" refer to you, our customer. You agree that IKON alone is the party to provide all of the services set forth below and is fully responsible to you, the customer, for all of the Guarantees. The Guarantees are only applicable to the equipment ("Products") described in the Schedule to which these Guarantees are attached, excluding facsimile machines. The Guarantees are effective on the date the Products are accepted by you and apply during IKON's normal business hours, excluding weekends and IKON-recognized holidays. They remain in effect for the Minimum Term so long as no ongoing default exists on your part. TERM PRICE PROTECTION The Image Management Cost Per Image and the Cost of Additiatal Images, as described on the Schedule, are guaranteed against any price increase during the term of the Schedule, unless agreed to in writing and signed by both parties. SERVICE AND SUPPLIES IKON will provide full coverage maintenance services, including replacement parts, drums, labor and all service calls, during normal business hours, excluding weekends and IKON-recognized holidays. Performance issues relating to software and/or connectivity are inde- pendent of these Guarantees and may be covered, if applicable, as out- lined in any software/connectivity professional services agreement you may separately enter into with IKON. IKON will also provide the sup- plies required to produce images on the Products covered under the Schedule (other than non-metered Products and soft-metered Products), excluding staples. The supplies will be pro~~ided according to manufacturer's specifications. Optional supply items such as paper and transparencies are not included. GUARANTEED RESPONSE TIME IKON guarantees a quarterly aveuig~e response time of 2 to 6 hours for all seraice calls located within a 30 mile radius of any IKON office, and 4 to 8 hours for service calls located within a 31-6U mile radius for the term of the Schedule. (In the case of Canon iR 110 machines, the quar- terly average response time will be 2 hours for all service calls.) Response time is measured in aggregate for all Products covered by the Schedule. If this response time guarantee is not met, a credit equal to $100 toward your next purchase Eiom IKON will be tnade available upon your request Credit requests must be made in writing via regis- tered ]ener to the address specified in the "Correspondence" section. UPTIME PERFORMANCE GUARANTEE IKON will service the Products provided under the Schedule to be operational with a quarterly uptime average of 95 % (based on manu- facturer's performance standards and an 8-hour day, during normal business hours, excluding weekends and IKON-recognized holidays), exe u ing preventanve anti ;nterrm mamictrafue time. Downtn[tc wiii begin at the time you place a service call to IKON. You agree to make the Products available to IKON for scheduled preventative and interim maintenance. You further agree to give IKON advance notice of any critical and specific uptime needs you may have so that IKON can schedule with you interim and preventative maintenance in advance of such needs. IMAGE VOLUME FLEXIBILITY AND EQUIPMENT ADDITIONS At any time after the expiration of the initial ninety day period of the original term of the Image Management Plus Schedule to which these Guarantees relate, IKON will, upon your request, review your image volume. If the image volume has moved upward or downward in an amomu sufficient for you to consider an alternative plan, IKON will present pricing options to conform to a new image volume. If you agree that additional equipment is required to satisfy your increased image volume requirements, IKON will include the equipment in the pricing options. The addition of equipment and/or increases/decreases to the Guaranteed Minimum Images require a new Schedule that must be agreed to and signed by both parties. The new Schedule may not be less than the remaining term of the existing Schedule but may be extended for a term equal to that of the original Schedule. Adjustments to the Guaranteed Minimum Images commmitment and/or the addition of equipment may result in a higher or lower cost per image and payment. Image decreases are limited to 25% of the original Guaranteed Minimum Images. UPGRADE GUARANTEE At any time after the expiration of one-half of the original term of the Schedule to which these Guarantees relate, you may reconfigure the Products by adding, exchanging, or upgrading to an item of Products with additiaaal features or enhanced technology. A ne~+ Schedule of like original term must be agreed to and signed by you and us. The Image Management Cast Per hnage, the Cost of Additional Images and the Minimum Pay~rrtent of the new Schedule will he based on the Products, the added equipment and new image volume commitment. PERFORMANCE COMMITMENT IKON is conurutted to performing these Guarantees and agrees to perform its services in a manner consistent with the applicable manu- facturer's specifications.If IKON fails to meet an}> Guarantee and in the unlikely event [hue IKON is not able to repair the Products in your office, IKON, at IKON's election, will either provide a temporary loan- er while the Products are being repaired pr iKON's sen~ice center, or IKON will replace such Products with comparable Products of equal or greater capability at no additional charge. If you are dissatisfied with IKON's performance, please send a registered letter outlining your concerns to the address specified below in the "Correspondence" section. Please allow 30 days for resolution. CORRESPONDENCE Please send all correspondence relating to the Guarantees via registered letter to the IKON Quality Assurance Deparnnent located at: 1738 Bass Road, Macon, GA 31210 Atm: Quality Assurance. The Quality Assurance lleparnnent will coordinate resolution of any performance issues concerning the above Guarantees with your local IKON office. MISCELLANEOUS These Guarantees do not cover repairs resulting from misuse (includ- ing without limitation improper voltage or the use of supplies that do not conform to the manufacturer's specifications) or auv other factor beyond the reasonable control of IKON. IKON and you each acknowl- edge that these Guarantees represent the entire understanding of the parties with respect m the subject matter hereof and that your sole rem- edy for any Guarantees not performed in accordance with dte forego- ing is as set forth under the section hereof entitled "Performance Commitment." Except as expressly set forth herein, IKON makes no warranties, express or implied, including any implied warranties of mer- chantability, fitness for use, or fitness for a particular purpose. Neither party hereto shall be liable to the other for any consequential, indirect, punitive or special damages. These Guarantees shall be governed according to the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law principles. These Guarantees are not assignable by the Customer. You aclutowledge and agree that, in con- nection with its performance of its obligations raider these Guarantees, IKON may place automated meter reading units on imaging devices, including but not limited to the Products, at your location in order to facilitate the timely and efficient collection of accurate meter read data on a monthly, quarterly or annual basis. IKON agrees that such units will be used by IKON solely for such purpose. Once transmitted, all meter read data shall become the sole property of IKON and ;will be utilized for billing purposes. IKON: Document Efficiency At Work" and IKON Office Solutions® are trademarks of IKON Office Solutions, Inc. S&LG Image Management Plus Schedule 4.04 SLG1604 ,a Work Order - US IKON Office Solutions, INC. ~OCUti1L'Ilt EffiCIBt1C]1 Professional Services "" Base E Model # Base E Serial # Email Address of PS Re 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: Iii Ship To Customer: Address: ;~, Address: City: State: ~ Zip: City: St te: Zip: _ Customer Contact: ~1,~ 1 Title: Lw.. <- (~ Phone: i~0~ }~~ -~.~ ,y. ;1~'S- IKON Sales Rep: Brady ells Phone: (210) 403-4826 MPS/FSMISAM/SAC: SC: Jim Hurst SC-C: Luis Busmail SA/SSA: Description of Professional Services Professional Services Provided - 7st Task Professional Services Provided - 2nd Task Connectivity - Seg 4 (41-69 PPM) Installation -Ricoh Basic Scan (Scan to FolderleMail) o Design and pertorm solution implementation plan o Design and pertorm solution implementation plan o Install and contigure printer interface o Assist customer in o Installation and configuration for 5 users connecting to their network o Administrator training o Install and setup print drivers/PPD's on up to two (2) o Key Operator training workstations o End User training o Printer operator training for lead operator /administrator o End user training for print drivers/PPD's for up to two (2) persons Task eIKON Code OMD Code i]ty Price Ext. Priee Notes: t $365.00 $365.00 NO ADDITIONAL COST 2 PS-INSRI SC N WPSR40 1 $520.00 $520.00 3 o a 885.00 This Wm~k Order shin be effective as of the date of execution by both IKON and Customer. ny signing below, the undersigned re present that they are duly authorized to enter into this y'4'ork Order on behaH of their respective entities CUST - ER IKON OFFICE SOLi7TIONS, INC. By: By: Name: a lri eV Name: Title: Kerr COUrit JUC~ 2 Title: Date: Date: TERMS AND CONDITIONS The performance by IKON of the Services described in this Work Order is subject to and shall be governed solely by the following terms and conditions: Customer engages IKON to perform the services described in this Work Order (the "Services"). Changes to the scope of the Services shall be made only in a written change order signed by both parties. IKON shall have no obligation to commence work in connection with any change until the fee and/or schedule impact of the change and all other applicable terms are agreed upon by both pazties 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 rates set forth above. Customer shall pay all amounts payable to IKON hereunder within thirty (30) day's 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 attorneys' fees and late charges. IKON may suspend or tem»nate 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 effecfive 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 softwaze, tools and/or products utilized in wnnection 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 rewurse. 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 CONTEMI'LATED HEREBY. IN NO EVINT SHALL IKON BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATID TO THIS WORK ORDER OR THE PERFORMANCE OR BREACH HEREOF, EVEN IF IKON HAS BEEN ADVISED OF THE POSSIBII.ITY THEREOF. IKONS 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 T0, 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 proprietazy 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 tern of the Services and for a period of one (1) year after termination thereof, it shall not directly or indirectly solicit, hire or otherwise retain as an employee or independent contractor any employee of IKON that is or was involved with or part of the Services. 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 maybe amended only in writing executed by the authorized representatives of both pazties. 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 regazd 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 frarn perforning any of its obligations for reasons beyond IKON's reasonable control, including, without limitaton, acts of God, natural disasters, labor disputes, strikes or unavailability of services, personnel a 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 conBerms that the undersigned has the necessary power and authority to enter into this Work Order on behalf of Customer. v. 06.23.08 .III ~ ~ ~~+`Y f~l Y l ^~I.) II I 1 OF 1 Document Efficiency At Work."' Equipment Removal or Buyout Authorization Customer Name: rti„ s~ nr Date Prepared: Contact Name: 4 ~ ` C,r Phone: Q'3v } • }sl Address: ~ ~ ;,, City: t•Yw State: Zip: 8"o i~~- Fax/Email: Chr.~ntin Aiakc, A4ixleL Serial Lumber . sow ~~ Check if additional Product Description page(s) attached This Authorization applies to the equipment identified above and to the following RemovaVBuyout option: CHECK ONEj ^ Equipment 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 an}' 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 hereb}' 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 dme for such purpose. By signing below, you confirm that, with respect to every removal request issued b}' 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, to the extent allowed by law. ^ Eguiyment 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) ^ 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"). ^ W-9 included ^ Third Party Quote or Proof of Buyout Amount attached Mailing Method ^ Mail Check (Regular) ^ Overnight 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 ACCEPTED: CUSTOMER " IKON OFFICE SOLUTIONS, INC. By: Prepared By: Name: n Approved By: Title: rr County Judge Name: Date: av 11, 2009 Title: Date: Form -Equipment Buyout Remova1.1105 IKON Sales Forms Document Efficiency At Work."' ^ 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] ^ Equipment 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 vou, 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. `1C Equipment Removal or Buyout Authorization Customer Name: „~ • Date Prepared: Contact Name: "-" ` e..~- Phone: ~~ ~ZY ^ ~~ 5 5 Address: 700 ~w..' City: wJ` State: Zip: 'j~oy~- Fax/Email: Quantih yl,tkc. ~11udul. SerialNutttber E9uipment 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") beriveen IKON and/or IKON Financial Services, IKON agrees to pay to (A) ^ 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 ";a(~~ , S8' , 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"). W-9 included ^ Third Party Quote or Proof of Buyout Amount attached Mailing Method ~ Mail Check (Regular) ^ Overnight Check Payee Name: Address: City, State, & Zip Code: Attention: u~stnnunon Loae ttor sra 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 1KON 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. By: Prepared By: Name: at inle Approved By: Title: Kerr Count Jud Name: Date: Ma 11 Title: Date: AGREED AND ACCEPTED: ~ CUSTOMER IKON OFFICE SOLUTIONS, INC. Form -Equipment Buyout Remova1.1105 IKON Sales Forms Form ~'9 Request for Taxpayer Give form to the (Rev. October 2007) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service Name (as shown on your income tax return) CV N T n c 0 C 0 ~ v o~ ~ N a V W .U d N N Business name,rif different from above Check appropriate box: ^ Individual/Sole proprietor ^ Corporation ^ Partnership Exempt ^ Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership) - _____.. ^ payee ^ Other (see instructions) - Address (number, street, and apt. or suite no.) ~G~r- ~~ City, state, and ZIP code ~t~ ,,,-,i,7{c. ~ TX ?~ ~Sr List account number(s) here (optional) Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid social security number backup withholding. For individuals, this is your social security number {SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. or Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose Employer identification number number to enter. Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined below). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. See the instructions on page 4. ~ Sign Signature of Here U.S. person - General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Requester's name and address (optional) Date - /\ / / / `~] lt..,, v Definition of a U.S. person. For federal tax ~lirposes;/you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United State ~, under the laves of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases: • The U.S. owner of a disregarded entity and not the entity, Cat. No. 10231X Form W-9 (Rev. 10-2007) A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-g. _ - 1.. (~ ~) I~ ~ 'h ~ j ~~~ ~' '.Cti ~,. (`I ~. ~J ~~ ~In ~tN~h ~~„i ~ rte' '~l,~N~` ~n - __ '~^f 7 ~'~;~ i. ~ ~ art ~ ~ _ , ~ ,i ~. ., ,. 'rP w ~pj~i~ 2b~, 20Q~ Presented ~y ~a~ ~, [ K n N O ~~~ ~ I C E S O 1. li f~ 1 O N S Service Technology can help change the way businesses communicate -but not on its own. As - digital office technology becomes increasingly complex, companies require complete support to fully enable their networked business communications solutions. That's why IKON provides p , the highest levels of service and support with every solution we deliver. -~ Professional Support T~ ' IKON's highly trained Systems Analysts ensure that IKON's solutions are fully functional from the moment of installation. As part of our total solutions approach, your technology purchase can be accompanied by one or all of the following services: • Connectivity support • Installation and configuration • Print driver setup • Application customization • Key operator training ' 1 End-user training • Advanced user training • System administrator training Value for Our Customers • Seamless implementation of new technology -The installation of digital, networked devices is more complex than traditional analog products, requiring the additional expertise IKON's Systems Analysts can deliver. • Enhanced productivity -Newly installed digital devices are fully operational right away, maximizing office productivity. • Focus on core business -Customers can maintain their business focus, while IKON's professionals ensure a faultless installation. The Way Business Gets Communlcated~' K O N O H' F I C [ S O L U 1' 1 O N S Guarantees ~- , Guaranteed Response Time IKON guarantees a quarterly average response time of 2 to 6 hours for all service calls ~ , located within a 30 mile radius of any IKON office, and 4 to 8 hours for service calls located within a 31-60 mile radius for the term of the Schedule (In the case of Canon iR110 a ~ machines, the quarterly average response time will be 2 hours for all service calls.) Response time is measured in aggregate for all machines covered by the Schedule. If this ®' response time guarantee is not met, a credit equal to $100 toward your next purchase from IKON will be made available upon your request. Uptime Performance Guarantee The Equipment provided under the Schedule will be operational with a quarterly uptime average of 95% (based on an 8-hour day, during normal business hours, excluding weekends and IKON recognized holidays), excluding preventative and interim maintenance time. Downtime will begin at the time you place a service call to IKON. You agree to make the Equipment available to IKON for scheduled preventative and interim maintenance. You further agree to give IKON advance notice of any critical and specific uptime needs you may have so that IKON can schedule with you interim and preventative maintenance in advance of such needs. TERM PRICE PROTECTION The Cost Per Copy and the Cost of Additional Copies are guaranteed against any price increase for the term of this agreement. 100% SERVICE AND SUPPLIES The program provides full coverage maintenance including replacement parts, drums, labor and all service calls during normal business hours. The program provides all supplies required for black and white copying. COPY VOLUME FLEXIBILITY At any time after three months of system installation, if the actual monthly copy volume varies from the Guaranteed Minimum Monthly Copies, either upward or downward, but remains within the manufacturer's monthly volume specifications for the installed systems, .IKON Office Solutions agrees to propose a new Guaranteed Minimum Monthly Copy volume. Downward adjustments are limited to 25% of the original Quaranteed minimum. monthly copies. UPGRADE GUARANTEE . , At any time, after six months of agreement inception, you may reconfigure the Equipment by adding, exchanging, or upgrading to an item of Equipment with additional features or enhanced technology. You must sign a new Schedule of like original term. The Copy Management Plus Cost Per Copy, the Cost of Additional Copies and the Minimum Monthly Payment of the new Schedule will be based on the Equipment and the new copy volume commitment. _~ The Way Business Be#s Communicated`" Current Situation S O (. U T l U N S ,.. T. ~ 1 Average B/~~' ?1lonthly Volume Total Average Monthly Cost ?yet of ~'1'C~P,°~i~~'Y=~~~: A~~erabe ~/l~% !l~Zvn~tt~y.l'Ql~mc Total Average Monthly Cost Total Current Cost 11052 $406.00 ~4~5.94 $861.94 TMe Way Business Gets Communlcated~' I K O N O l~ F I C F S O I: U T I O N S Proposed Solution Two Rioch MPI~ 5000 - Stapling Finisher - Hole Punch Unit - Scan to email/file - Print Board Maintenance: 25, 000 b/w impressions per monfh Overages billed at . 01 per page SERVICES INCLUDE: Unlimited Toner Al( Parts Labor Preventative Maintenance Technical Updates Performance Guarantees Comprehensive Training and Installation *Note: Cost per copy pricing is guaranteed regardless of toner coverage. Excludes: Paper IKON OFFICE SOLUTIONS OFFERS A LIFETIME EQUIPMENT GUARANTEE AND GUARANTEED 4-HOUR EMERGENCY RESPONSE TIME The Way Business Gets Gommunleated"' i IC O N O F, I' I C 6 S O I U ~h t O N S -` Your IKON Team p , IKON views the establishment of strong partnering relationships with our clients as a core element of our overall business strategy as well as one of our key strengths. IKON ~ possesses a reputation for first-rate customer service and strong, personalized relationships with customers-traits that clearly distinguish IKON from the rest of the industry and that are considered IKON's greatest competitive advantage. Additionally, IKON realizes that our clients are why we are here and that we earn profits through understanding and fulfilling customer needs. IKON is dedicated to building long-term, mutually beneficial alliances with our customers, and we adhere to 100% customer satisfaction goals and the highest level of quality standards. Our objective is to help each client to achieve its own business goals and to enhance its bottom line. In order to do this, IKON must look beyond products, services, and individual solutions. IKON provides document and information consulting services that allow us to look at entire document systems from the customer's point of view. From this vantage point, IKON can bring true value and savings. We assist our clients through an advisory process, which allows for the implementation of efficient technologies and innovative systems that meet specific needs today and lay a solid foundation for the future. We firmly believe that if we serve our clients well, our own success will follow. Consequently, we view the commitment of partnering with our clients to develop improved processes and to reduce costs less as contract requirements than as our standard approach to providing project services. Brady Wells Major Account Executive (210) 725-4133 Mobile (210) 820-3029 FAX Bob Raymond Sales Manager (210) 820-0334 Ext 4804 The Way Business Gets Communicated"