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2009-121
ORDINANCE NO. AN ORDINANCE AWARDING A 36-MONTH CONTRACT FOR THE LEASE OF PRODUCTION PRINTING EQUIPMENT FOR THE REPROGRAPHICS DIVISION AS APPROVED BY THE STATE OF TEXAS GENERAL SERVICES COMMISSION THROUGH A TEXAS ASSOCIATION OF SCHOOL BOARDS (TASB) CATALOGUE; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 4307-LEASE OF PRODUCTION PRINTING EQUIPMENT TO IKON OFFICE SOLUTIONS, INC. IN THE ANNUAL AMOUNT OF $90,372 FOR A 36-MONTH TOTAL AMOUNT OF $271,116). WHEREAS, pursuant to Resolution 92-019, the State Purchasing Building and Procurement Commission has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies or services can be purchased by the City through the Building and Procurement programs at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The numbered items in the following numbered purchase order for materials, equipment, supplies, or services, shown in the "File Number" listed hereon, and on file in the office of the Purchasing Agent, are hereby approved: FILE NUMBER VENDOR AMOUNT 4307 IKON Office Solutions, Inc. $90,372/year SECTION 2. By the acceptance and approval of the above numbered items set forth in File 4307, the City accepts the offer of the persons submitting the bids to the Building and Procurement Commission for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terns, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the Building and Procurement Commission, and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in the attached purchase orders wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the Building and Procurement Commission, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the Building and Procurement Commission, quantities and specified sums contained in the City's purchase orders, and related documents herein approved and accepted. SECTION 4. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this 1�? 1w day of 2009. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: / 4-0RD- e 4307 State and Leval Govemment Document Efficiency Master Agreement At Workw CUSTOMERR N Number. Fall Legal Name: 7 1 r-- I r� 1M f ; ,,, 1/10. A Lag in Ph s E dr 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. reement We agree to rent to you, and you agree to rent from us, subject to the teens 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 bq reference. Each Schedule shall be separately enforceable as it complete and independent agreement, independent of all other Schedules to this Master Agreement The personal and intangible properly described on a Schedule (together with all attachments, replacements, pain, subsnrutions, additions, repairs, and accessories incorporated in or affixed to die properly and any license or subscxip- tion rights associated with the property) will be coll'ecnvely referred to as "Product". The manufacturer and/or vendor of the tangible Pmduct shall be referred to as the "Vendor." To the extent the Product includes ratang�'ble property or associated services such as periodic software licenses and pprepaid data Vase subscription rights, such intan- gri a property shall be referred to as the "Software." 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 spedfied 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 fast scheduled Payment (as specified in the applicable Schedule) ("Pa ent") 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 pa rent 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 Rem. 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 spy manufacturers 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, her, and are 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 term 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 MArNWACTURE 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 AGAINSTUS FOR, ANY CONSEQUENTIAL, SPECIAL, ORINDIRECT DAM- AGES. 7. Loss or Damage. You are responsible for any theft, destruction of, or damage to, the ProProduct (collectively "Loss') from anv cause at all, whether or not insured, from the 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. - 3. Claims. Liability and Ihatrance. (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. (b) Because you have sole posses- sion and control of the Product, you are responsible for any damage, .. 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 insu »ce to cover the Product for all types of loss, including, without limit, theft, in an amount not less than the fall 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 as 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; Recordine. 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 secoriy, you hereby grant to us a purchase money security interest in the Product covered I the applicable Schedule (including an replacements, sn6stirutions, 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 map 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 include's 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 term of this Master Agreement with any license and/or other agreement ("Software License') entered into with the sup- p)ier.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. Defaul Each of the following is a "Default" under this Master Aggrr'eeement and all Schedules: (a) you Fail to pay any Payment or an 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 Agreement or any Schedule and/or in any other agreement within orwith 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 yyour assets for the benefit ofyour creditors, or you file or have filed against you any banitiuptcy 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 ail Schedules, or any or all other agreements that we have entered into with you; (b) we may require you to immediately pay to us, as compensation for loss of our bargain and not as a penalty, m a suequal 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 See - don K A 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 limi5 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; (g) demand the immediate return and obtain possession of the Software and relicense the Software at a public or private 06/02/2009 13:30 FAX U 003/003 Uri/Z1/ZUD5 14:22 FfF other atviors under the Software Uccnscr aud/nr ®r a[ nor caption, to Wh re•kase, or other*= dispme of the PrwJm valley coach normal endtvmditiuns as may be ucepmble to no is our Mereskaa. Van time to pay all of our arms of enforcing taw ion againAt )two i vduding noise iafsic attorneys' lea, and aB costs n{atttl to the axle or dtAsodtiAin or tlw lhvduet ireclud'ang, withour Frait, intidenrel damsgas eq.nded to the rrphatcs• mars, nppi; lompuredun, and adttttim ocnx for We. or loan or udrer di,gwsition of die ➢mrli ta, INA: take possession of the Pmdetrs (err any Software, if applicalda), we agree ro ae)1m to Ap wise dsspete of i WLc, or without iw char at a public or private d'itpiosi- tiAm, rod to atiply the nU Imteeeds (aftcrwe have ek:dut:tod all costs, including rea en- tLde aderaeta fees) to rise sroouttm that yw owe ors. You agree dun if nalrc of oak is rcgnnlrul bylaw to he Ovon, f days' nntioa dull uunadtute tcaamaNe nutim You will mrsoolarvicipmaxillathe for any dc(r pemy that it due titer we bare applied anynicb scat Vote. 11.Ayollpysen(. YOU I4AVE N() RIONT TO SELL, TRANSF IN, ENCUMBER, ISUHIJT OR ASSIGN THE PRODUCT OR TFTTS MAS'TRIt AGREVAENT OR ANY VC10gULIWI'1'FTOUT OUR PRIOR WRPPI tN MNSWr (which thn- tenttlull not be onrcssnnahy wirbhcld)6 Yen agree thatus play sell nor Assign sign afar Interred widscon raodce to you. In that events the anlgsrse will hove Such reylin as we coign m them ban time of nor nhllgrthaen (we will Jeep nay s+irh ohligolinni) and the rights of the urigAne will near be svlr)ect to soy dvhns, de(rtnim u, sit-olft that year may have aa�gtainn tIn. rf yeai been entered into a tnai.arsrnnoe, service orxupry,ty a);rermme irldn M o Autia nggrrerxna tm will ra■in In full force and effect with and d *10 not be atTiatrd fly nnymch nxignnnau. %sa ogrut to ackirowledge any surh amignmxi+t in writing iC so regsesaal and to keep a unopltte, and nnomaw record of all svels assignincrits in i manner that mrtgel'a:s with Secdnn 147(4) of the leltemel Revenue Castle, and the regain. door promulgaroid dvaeunder_ li. 1iorsala. Reclaim of Product. After the nf"itmun term of any Sehadule to thh Alto ner Agrmn.-n ; Atieh SehwNk wig renew an a motailh- mtnrth )shot a ilro; either Very nnnFn the artier in writing at least 30 days prior ro the exldration of die tnioismtnt tern of end Scitedtde. At the and of or neon tarntuhvrian of tads Schedule, you 01 borne• dla sly retrain Alto Product subject to nnfi etpbed sclutlit e an us (or not dr igore. , m tlr hrtatiun dea'gmred by m, tin ea goind aaulitim m when you re-iwtl it, eaee}rt for ordinay woor asMi tar. We will hear don ahipldrr� ehergaa an lm+g m rapiscr.ment ctryipp-- tnest krrefected Gam IKON. Ddterwiaa, yam wilt bearaU eepAatset of deinstAOkhg, crvf= lag and oldpping die Prryloer, Ymt will inware doe Produce fur Its full repMcenwor what during sMlywig. Yw must psy additional sianthly ptynwno4 vt die rvno mtn,u than In viR'eet Wndea a SehMpla, raid the Product is remmcd ly you awl is raeeived an prod amulittnn and workhhg order by mx rlrsignes or us, 15. Mreerysnenus. Ycm StITIM dot dWtrnns and eandidonf reinreitteti in this Manor Aptrar• man and in rich Schedule rrwkc up the endin alinement betvem us mjprding the rearil of the Piwdrret and superaede nil prmr wriuen or nod cninrmmintmnn, under- itandings or slycluaenus tnotweea the psrbn relating us the subject matter avnt:,ined herein, iidhading without Ihnlriion, paardiase ardem Any purdwase order, or nthe' ardeiag dement will nor mwhl(v or affect ids Mauer Agreenitot or any.schubde, nor hove any ndher legal e(feerand s(nll nerve only the purpose of identifyhog the equip, rent ordered, You ourharlm as to supaisly any a"Iatne "ttatlipm to order" numlaar ("CTO"), mbar egnbpticnt Ideadlinthu+nurrnhera (melvding, vwJvrntlimir, setitt nmu- liers), agreemenAhAirsdvle identifrcadn r numbers —Thor darns in this A writ, Agme- mrnr or pry Schedule. You idnmvelosiXt thatynu have nor hear Induicud to entry intr, this Afatssr Agescament frV ray rcpittteirrnrion or wormary not etprisdy sec faith fit this Mercer Agreement. Nei :er this Moister Agreement %or city Schcalule h hlacti,y an at until we vngn it. Any Change in any of the tera tut in d Condidaars of i lds Mauer Algitccerme nt at airy Sehedide must he in wrlting land signed b y no-Tf we de4y or hail inenfnrm raw of ita loin under this Mature Agreement with ecspccr to may or all Schedules, Are will still he able in enfarse their rights it a later time. All nntiou shall be given in writing .oil amp either (a) by rertilied mail or racogni:sd overnlgbr dsSivery taAvirx, portage pre{{alit% addneared m rise ppanrry netmi•inR the notice At the "remahnion an the Goes u( in Agresenah; or {b by facsunilt traninabodow, with oral awrm"srion, to the (ac- afmik numlier slutwn MW inch parryS algnaturo can thin Agreement Either party may Chang. ;to address of foaimfre number Iy gh-ing wtimn notrte of vueh chtnge a the otherp ti Naticer shall be coo tive an Alna doer art Lath of norre+Inecmn: rghts rent fndomiriths will survive die refmbnation of this Master Agmeniou and rich Sd,eduln Tf more then me customer Iran etgned thls; A(%mer Agreement or any Sahedale, each m.dmer agrees that its liability is juintsnd several (fade csl+reas imm�;. e.ftke lanlea not an violate any appliuhpe unary Inn. or toemecd die nurimnn amount of tine piste difkxnriol ar, cheerer, ov applieahle, enninud to be thorgrd or mlkexed by applirvble law, and any ooeh eaaeas payment will he npaldied to Paymcnn in the Order uC enormity, ;Q any renarnrng eaten s will be refunded in you. AGRFKMI Tr Ax'D ANY RC:HEPULU WiLL BE G,OVRRISIM) UNT)F.R 1719 APPLICABLE LIWFOR yytkME)MA#)?RVfikf9ff(5ftPEi*1ii+fA%W-•Y0tl6 ' ��alf—'�ii&-6HIrfA4G)p•:tu�FH-HF f TH6 STAl-L• WHERE, POUR PRINCIPAL FLACK OF avir FSs is LOCKrPD TO RESULVB ANY CUNrFLCLT UNDER THIS MASTER A0RF,FJdMgT TNF. PARTfIrC TO TTf1S MASTP.R AGIMIZAMNT XACII WAIVE'lT3E Rlt4K r'rD A-1-RSAI. BV JG-RY fin THE FVf N'[' OF A T.AIAr- SUIT. TO THE. FXTRNT PRRMrrTFD BY A PPLMABLS: LAIV, YOU 1NAICT DocInage Prod 1a079/107 ANY AND ALL R)UM S AND )IMEDTES CON14ERRZD 1I20M A CUS- •rOMP.R OR LESSEE BY AETr= lA OF THE VC , THNI' YOU MAY HAVE AGAINST CIS (BUI- NO-r AGAINST TIT MANIVAL'1 MER, ANY VENIN)it Uy TtiE PROoLH7t Cgateremart., t§y Andkg, Fu+ Schedule may be extracted 'a+ wuntutptrts, Tire cm",eerpwt still" live over ai�itral signoire minor it in cur pmeaaeinn abxll armed. role ehvatl pop" indrat term d lihsad in the UnVotmC:ommercial (:ads ('UCM and dodltmndlevte the nriylnalagremmvnt fair all pntrpuaove, including, widrwit hn:i- t-Alon, (i) any hewing, trhwll or pros dW4 wild, rtA)tt to a:dA S&CAInk; Intl (i) any determination as to which version of artrh Scbedsde ctnsttiorrta die single in% ony{not itam of chattd paper under the Ltaifutn Car mncrclal (.yule. if you sign am) irmtwn¢ a Stltcdde ran, us by 6Qimile, the facsimile an*t report etetauion by as, shall be biuclbtg tapon the parties. You ago« that the htedmi'k of a Schmfule menu - ally ward by us. when atoach ad to rho, farsinnile c%j, tigaed by van, shall commleute the prrdrnal ngreernem for all isamova Including, wtthe ov rm}frutian, ducat midinul ahrwa m then Secrirm, YMn agree to deliver m us upon nw request the tn4merpartlit smfi Schedo(c vookohnitil[ yatr orlill Ira AlA silain LU o FstamuaBty, During the term of this Mswrar Apiconent and Any Sehrdtdes, the Pm ad uu(s) will be well solely for the pttp(ssa of perf nvninS Auto or "Aura guv- emtruntaf ne prri vielary functi me eonrsant +wah the pc,mrtsahle trope of yair athority; You represent and warrmx that die one of thr 11 aduct(sl is casanial to perfeartmng etch greatmnrental m' proprietary fmrwror s. hligii--6r iriari.,,JNoai-S.d,ro_tnti. (a) INN of the fallowing 4.0 rrvvr, fill yrHrr grotrning body full to appropriate auf"tit monies in say fiscal free for re"tali or other hiaymocits due under my Schedule to this Maury Agreement far any equip- ment wl"ah still perform service imd fieactians which In whale Air in pace are raeen- rally the tame serveets nod fu aw irmt preformed by the Ymluct(a) covered by any RDA Schedule, (1) ocher hinds ate one Ar"Jaw for retell pay acoc; acid {ii) the nrn- opptoptintrunn urfiaudrdid nor merle town airy actor (a gum to srs nn year part, than At "Nan-Aplhrapriaatat' dull roc definedm hart o:cemred. (hl Its Net-APfwapnit• dun taavrs, daata fill To caner gilts ors Inmdlpte ratios of sveh h1or..Appppmp:Iuima and provide wriaen unclear of rich failure by yen gtneniing body, at Irest M dsyi pa nr to Use end of the then current fiscal year or of Non-ApQrvprrnow) hid nut occurred by Auch.date, immedieaey enpnrh Non-Apiprigstiatiai, (iil net Inter rhau the last day a the f !xl year for which appmpri-Admit were mete for the restal due antler any Srheduk to thin Maat:r Agreement (the "Ream Datt"j, ?no slog remnv m an all, But nor bus than ell, of the Peoduct(r) covered by suit Sahultle to chic Manler Agraemony at your role egvicam, in neenstltitus with the tarms, hertnfl slid (M) any Se)rahule to this Mercer Agreemenr shall Arrninvie on the Iteiuire Date without penalty or espame in you and you ah,R ant he nblipred A» ley the roads beymd turh feral yunr, unroitle tbat (A) yrnr shall pay try and tU reaak our ether pay,ncnts this up thmvgh cha end of the lase day n the Intel year for whirb ap pat. }nations ware made and (A) you droll poll eronth•ro-nn;uh rent at the rare vet Tort. in amp each Schedvlc for each mind. or parr t5wmnf that you &H to return the Pruduri(s) it required httrain. (a) Upon mrysach Non-ApprroOpprfmha n, upon our VIZ iviIt pmvitk, upon our request, an npindem of indt•} t"Alcut ermined {who shall Isa rauomilaly acceptable to uA In form reanmudy seaiep ich: to N. evil - Raining the NOn-rlpprnpriadnn and providing reasonably soffimat proof of such Nun-Appruprn+cian. kgdlift Ynn w1i'mnt laid waittnr to as that yno tonscridy im;nf to van. drag this Matter Agteatneat and any Schedules furrow for the entire tcro of ends Srhedoles and to play All rcmmi4 rnlari,es to such Selitdulee and to do all things low• fully within your lesnrer to obtain and inainmin (muds from %-dell rho tensile and all .,her payments owing andtr such Selsahtles rmyho made. "a parties, achnowhdge tl m aTropdatrars for rentals is a guvermrrenml fwiwima rn whii4i you motor min. trail% y coRinafl yaorielf in adwaeet;nd this Mil uer Agatenientskan not emistimie tuck n cmiAmimienl'fb the extent pemdrtrsl ley law, cha piaosoa nr entry ko tihar) s , preparing your lu*ar will indr+de In the bodgernqunr far each fsscal year during the ono of well Sn amok, t-espendncly, to thin blister Agreement on amount equal car that rentals (to bt wed five such renal,) to liernnrx clue in each &veal ymar, and will use All mrtaueble said lvwkl meta# mild life to secure d:e vppmp iarinm of onntr far such tinial year n+fficieut in pay all minair enmiiig date durbg such foal yeah Authiiro and AntborlttiLrr_o, (a) You repmmonr and warrant to of that. (1) you are a Stan or political subdtviaim or a Starr, at din n tanru are defend in Serum 101 of rise Imanud Revensae Code; (it) yuu have the power and authoviy to enter inn this Ms4a Agmenatnt nod oilSdsadeles sn this Mager Agreement; (It) this Mzitrr Agreement and all Scheduhf car d:b: Matter Agrctmant have been duly authorized, evecvted''and delivered by you and muntitum valid, legal and hiriding tgraemenA(A) enforceable ..tAgg�ainto yyvtey in ,ntrucdmnet with their reins; *awl (N) va fo'kher approval. Consent or witiiMihl'ng of nhjectinat it required faun any governmenal authority with respect to this MAtrer Agreement or any Sdhodwits to thisMaster Apraemaaa. (h) It next to the extent raloircd by on, you agree to prnaft(e Lis with on opinion lit' independent munni (who shaLI be reatonubly ueceppmble to us), Auhamntisdly in den (nitre artached hereto As FjbihkA ennfatning Alto; (Arraigning and othn- relatrd mac- ro. (c) Yon agree to talus all required oetiont ravel to file all natmeti y ferns, includ. ing IRS Pornts M.18-G or 110I11-C;C:, -a applicable, topjnroem ll rise car exaupt status of this MuAler Agreemetit and all StA tduks thereto. ItnYou ngree to provide as with :oy other duenn enn rhor we may reasmrehly request in correction with clic fnngn- ii:g and this M aster Alnununt. IN WrTj1MS WHERLO$ +PTaftity have exetaned ibis Alaster Agirema+c as of the daces set (arch Ct'fSlt]-� '• J MONOp)F1CG QLL N Askliaitsd5lgrner5i)psiarnre 1st rite Signal,Sigmature N.aie Uarc:_.5i.—.. at..:_�L.��_�__. .....- _.�.......__�__. _ . A. e'er_ -cal„___. ._,_ Paealrnile Number. ,C� ,[�, ....., , �� �_ , ,•„_ 5R[.G Alvetrr ,tpr� h„mit dlie Document Efficiency At {Mork' A RICON COMPANY THIS ADDENDUM ("Addendum") is made and shall be effective as of the a day of%uue-, 2009, and amends the State and Local Government Master Agreement No. dated as of the day of , 200_ ("Agreement"), by and between City of Denton ("Customer") and IKON Office Solutions, Inc. ("IKON"). The parties, intending to be legally bound, agree that the Agreement shall be modified as follows: L Section 12. Remedies: The fourth sentence of the section is deleted in its entirety and replaced with the following: "In the event an action is brought to enforce or interpret this Agreement, the prevailing party shall be entitled to reimbursement of all costs including, but not limited to, reasonable attorney fees and court costs incurred." 2. Section 16. Governing Law Jurisdiction: The first sentence are modified to read as follows: "YOU AGREE THAT THIS MASTER AGREEMENT AND ANY SCHEDULES WILL BE GOVERNED UNDER THE LAW FOR THE STATE OF TEXAS." 3. Section 16. Governing Law-, Jurisdiction: The second sentence is deleted in its entirety. All capitalized terms used but not defined in this Addendum will have the meanings given to them in the Agreement. Except to the extent modified by this Addendum, the terms and conditions of the Agreement will remain unchanged and shall continue in full force and effect. IN WITNESS WHEREOF, each party has caused its duly authorized officer to execute this Addendum, as of the date first written above. CUSTOMER: IKON OF LUTIONS, INC. � f 3c \\ B 1` B Y•_ Authorized Signer Date ut oriz Signer Date Document Efficiency At Work. - SALES ORDER / SERVICE ORDER Master Sale Agreement Date Master Maintenance Agreement Date Master Maintenance and Sale Agreement Date Legal Name Contact Bill To Address 2 Install Address 215 W+� City State Zip city I lJ� l j State ' ZipFV This is an Order made pursuant and subject to the tenns and conditions of the above referenced Master Agreement(s) between Customer and IKON Office 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. �, g ' , €¢+ ,S:n"+; d`�'�;` it :�. - srq ;:� 5,��i,'#w,%.,, k t�.4L'� j�Tn �.•'C'!' }Cry r� �r`l .lDR Make / Model / Serial Number Service Level Ricoh t 1 W61UNVIIM s�i,�v''^ �U �dtt✓.yv,'7r Total Product Purchase Price Ece(rtdes Tarr Additional Provisions Authorized Si$nattare ��� Signature Printed Name'—F-- Title Date IKON Sales Forms - 4/2008 Additional Product Description page(s) attached [� Professional Services fees included Fixed Service Charge Sales Tax Exempt ('Must attach valid Exemption Certificate) s rt � ✓,�5 { �ti-�3 Jt t!Y 4(]'. �y t> �� �1 � �. "'�J� p� S�°'1���� �7 Yfr�; Authorized Signature Signature Printed Name Title Date Document Efficiency At Work." Product Schedule Number: Master Agreement Number: ["his S, edule ("Schell e") is nade part of the Mawr Agrecinent (".Alastcr Agrecmcnt'j identified on this Schedule between IKON Office Solutions, [TIC. ("we" or "us"f and --...._—_— _... _, IS Customer (too'). All terms and conditions of the :faster Agreement are incorporated into this Schedule and made a part hereof. It is the intent of the parries that this Schedule he separately enforceable its a complete and independent agreetnent', independent of all rather product Schedules to the Master Agreernent CUSTOMER INFORMATION .fit t"��I{��uL�: • r��. y "��:�i�''';��1� 104 MA • tt t Quantity Description: Make, ikfodel &- SerialNumber Quantity Description: liake,'Vlodel & Serial Nutn)er — PAYMENT SCkEOUtE Minimum `lean (Inos.) tlinitrr.iun Payment (Glithcntt `Iax) _ ' l 00 PaytT,tent Due: N{crnthJv - _ —Quarteriv Advance Payment (with tax) �T Apply to Ist iNIOnth'.S Pmt. Other Sales "l:+x Exempt: Ayes (Attach Exemption Certificate) (;ustnmer Billing Reference Numhtr (R ).#, etc.) Addendum(s) ,Attached: 0 Yes ((;heck if yes and indicate total number of pages: TERMS AND CONDITIONS I.The first Payment will he due on the Effcetive Date. The delivery date is to he hadicatcd by signing a ic-pnrate accepum<!e fnrhn, d. you, tile undersigned C;ustorner, have applied to us to rent the above described items ("Produco ") for cttmmerclal (notr-consmner) purposes, Except with respect to the express non-approprintions righrs, wt forth in the Agreennent, THIS IS AN UNCONDITIONAL, .NON-C1NCLL BIT AG.REEMEN'.1' FOR Tii.T :N11NI,AIUIYI T17RM I,'NDIC.A'T.ED AIIONT, H tt e accept this Schedule, you ogrce to rent the ahvve. Product(s) from us, and we agree to rent such Product(s) to you, on all the terms hereof, including the "'lcrrns and C.onchtions on the iklistQr ,Agreenwra,'T)JIS WILL A,C& NOWLEDGE `TH.A'l" YOU HAKE READ AND VNTDF WI"ANT! THIS SC HT DLTLE AND 'T11F )VIASTFIA A.CrREFA[ENT AND HAVE RE(;F.INTD A COPY OF THIS SCHEDULE AND THE MASTER AGREEMYN'T. 3. ,Additional Provisions (if any) gee:......_.. ._....... ...___. "f ITE PIs,RSON SIGNING THIS AGREENIJE Y"T ON BEHALF OF THE C US'T 0;VI.ER 1W'PRESENTS T1JkV TTE/SITE' HAS TH1.', AUTHORITY' TO DO SO, IKON: Om ment EffiGiQn4y At WvrW and IKON Office $01UTlO135R afs tradetr,arks of IKON Office u61tA!Grq:, Inc, ,l'Sct,t;= Prtaluct Scltedulc #,tht N Document Efficiency At Wprk" Equipment Removal or Buyout Authorization re We ,lw......•..► t�QIl�[tSL7:*CiTtYf'i • ,. • � its. �•►:L�. ■,�.� C� � ..cEe t.necx it aaatuonat rroauct,vescripnon page(s) attached This Authorization applies to the equipment identified above and to the following Removal/Buyout option, [CHECK OArEI ❑ Equipment taw ed by Cusforner, 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, (A) 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 Iease, 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 indernify, 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. q� Egpipment Leased by Customer from IKON IOS Capital qr IKON Flnmtcial 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 its 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. [] E-0 ment Leased by Customer from a Third PWy. 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, TKON agrees to pay to (A) [] the customer (and Customer hereby agrees to promptly pay such amount to the below named payee ("Payee")), or (B) Ej the Payee identified below, an amount ("Bury 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 ;tailing Method ❑ Mail Check (Regular) ❑ Ovcri lu Check Payee Name: Vendor Code: Address: City, State, Rc 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, tntder the Third Party Lease, Customer acknowledges that Customer is solely responsible to make paytnents 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 Lenso, 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 LU S, IN , By: C U,,�Prepared Tl . Name: Approve Title: ,>,,.. Name: Date: 'Title: Date: Form - Equipment Buyout Removal.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 Removal or Buyout Authorization Iri'YWiiiiMriiLa��lw.�il ❑ Equiment 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 its 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 LK.ON 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 removalrequests issued by you, r�1 Equipment Leased by Cust mer rom_1�ON _TOS Ca it I or IK N Financial Services. This Authorization will confirm that you desire to tp• engage IKON to pick-up and remove certain items of equipment ihat 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 (I) 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 ofyour representations or obligations in this Authorization or of any obligation owing by you tinder your lease agreement, [] Equipment Leased by Customer fromhird Ptr y. Upon execution and delivery by Customer of a sale, lease (and related delivery and acceptance certificate), service and/or other agreement ("Agreement") between IKON andlor 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 Amotutt') equal to to payoff and/or reduce Customer's obligations owing tinder 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 ftilfill any and all payment and other obligations under the Third Party Lease, Customer agrees to indemnify and hold IKON harmless from any tosses, 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; CVSTOMER IKON OFI I'C , NC, By: C ; Prepared Name: 'crw. Approv Title: arm Name: Date: 6 0� T Title: Date: 1 Form - Equipment Buyout Removal,1105 IKON Sales Forms ❑ Equiment 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 its 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 LK.ON 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 removalrequests issued by you, r�1 Equipment Leased by Cust mer rom_1�ON _TOS Ca it I or IK N Financial Services. This Authorization will confirm that you desire to tp• engage IKON to pick-up and remove certain items of equipment ihat 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 (I) 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 ofyour representations or obligations in this Authorization or of any obligation owing by you tinder your lease agreement, [] Equipment Leased by Customer fromhird Ptr y. Upon execution and delivery by Customer of a sale, lease (and related delivery and acceptance certificate), service and/or other agreement ("Agreement") between IKON andlor 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 Amotutt') equal to to payoff and/or reduce Customer's obligations owing tinder 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 ftilfill any and all payment and other obligations under the Third Party Lease, Customer agrees to indemnify and hold IKON harmless from any tosses, 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; CVSTOMER IKON OFI I'C , NC, By: C ; Prepared Name: 'crw. Approv Title: arm Name: Date: 6 0� T Title: Date: 1 Form - Equipment Buyout Removal,1105 IKON Sales Forms 440 3 lnl-N� 1,��nt S, Seovfty okv,tion �`Yirft & Ma & �4&,fkfkve outpu, a Oistnt-ul 1p Dc<� in ILTARM36M M. LUAIERMO Proprietary & Confidential Information The enclosed materials are proprietary to IKON Office Solutions, Inc. ("IKON"), and IKON reserves all right, title, and interest in and to such materials. The terms, conditions, and information set forth herein are confidential to IKON and may not be disclosed in any manner to any person other than the addressee, together with its officers, employees, and agents who are directly responsible for evaluating the contents of these materials for the limited purpose intended. These materials may not be used in any manner other than for such limited purpose. Any unauthorized disclosure, use, reproduction, or transmission is expressly prohibited without the prior written consent of IKON. © 2009 IKON Office Solutions, Inc. All rights reserved. SOW Log Number: 15176 Page 2 Table of Contents Introduction............................................................................................................................................4 ProjectObjective.....................................................................................................................................4 Services excluded from the project scope............................................................................................4 Client locations included in the project scope......................................................................................4 ServicesDetail.........................................................................................................................................5 1. Project Management.......................................................................................................................5 2. Discovery.........................................................................................................................................6 3. Design..............................................................................................................................................7 4. Planning...........................................................................................................................................7 5. Implementation............................................................................................................................... 8 IKON Development and Unit Testing................................................................................................8 Training and Documentation...........................................................................................................9 UserAcceptance Testing................................................................................................................ 10 6. Support..........................................................................................................................................11 Client Roles and Responsibilities............................................................................................................11 ClientRoles........................................................................................................................................ 11 ProjectManager............................................................................................................................11 EndUser Representative................................................................................................................ 12 SystemAdministrator....................................................................................................................12 TechnicalSupport.......................................................................................................................... 12 Facilityavailability.........................................................................................................................12 ClientGeneral Responsibilities........................................................................................................... 13 CompletionCriteria............................................................................................................................... 14 Conditional Project Acceptance......................................................................................................... 14 ChangeControl...................................................................................................................................... 14 ProjectAssumptions..............................................................................................................................15 ProjectServices Price............................................................................................................................ 16 ProfessionalServices.........................................................................................................................16 PaymentSchedule............................................................................................................................. 16 BudgetNotes.....................................................................................................................................16 Terms& Conditions: .............................................................................................................................. 17 Page 3 Introduction IKON Office Solutions, Inc. ("IKON") has prepared the following Statement of Work ("SOW") for City of Denton to detail services for the Ricoh C900 at City of Denton Included in this SOW are the services necessary to implement the solution. IKON has outlined the project scope, responsibilities, assumptions, and costs for the project. The service costs outlined in this document are based on IKON'S experience and preliminary information received from City of Denton. Any necessary or requested changes to the scope of this project may result in an increase in cost which will be handled by the change control procedures outlined in this SOW and documented in a Change Order provided by IKON and agreed upon and signed by both parties. The information in this SOW supersedes all previous estimates or verbal discussions on the project. This document is intended for City of Denton and IKON only and cannot be distributed to persons or third parties not directly involved with this project without express written consent of both City of Denton and IKON. Project Objective The main objective of this project is to install and configure the Ricoh C900 and assist City of Denton with installation and network configuration of the Fiery print controller, install and setup print drivers on client workstations and perform training for System Administrator, Print Operator, and End Users. Services excluded from the project scope This project does not cover the following functions or deliverables. • Network sizing, capacity analysis, and performance considerations • Advanced, automated workflow • Custom coding or programming (except where specified below) • Back -file conversion services (except where specified below) • Integration of faxing Client locations included in the project scope The following Client location is included in the scope of this project. Any additional locations will require the execution of a Change Order and incur additional costs. City of Denton 215 E. McKinney Denton, TX 76201 Tonya Demerson 940-349-8129 Page 4 Services Detail The following are the services and tasks, which IKON will provide in fulfillment of the defined scope of this project. 1. Project Management IKON will provide a Project Manager to coordinate the delivery and integration of IKON components of the solution. The responsibility of the Project Manager will be as follows: • Deliver and review SOW with Client. • Develop the IKON project schedule and deliverable lists of IKON components. • Coordinate and manage the activities of the IKON project personnel. • Act as single point of contact for the City of Denton Project Manager to ensure that project requirements are met and for reporting and resolution of all project issues. • Assist the City of Denton Project Manager with administration of the project. • Apply knowledge, tools, and techniques to project activities to ensure that City of Denton needs and expectations are met. • Coordinate meetings, discussions, and delivery of needed materials between City of Denton and IKON. • Manage the day-to-day activities of the IKON project team. • Coordinate the assessment and delivery of IKON change control items. • Escalate issues to the City of Denton Project Manager for resolution. Deliverables: Present and review the SOW with City of Denton resources. Present the Project Timeline during the Planning Phase. Checkpoints: The City of Denton Project Manager will review and sign off on the Project Plan/Timeline. The City of Denton Project Manager will review the project documentation with the IKON Project Manager at regular intervals. Page 5 iscove y If they have not already done so, IKON's project team may request preliminary surveys from City of Denton end users, IT personnel, and/or management, to gather preliminary business and technical requirements. While much of this information may have been shared during presales discussions, it is important for City of Denton to provide, in writing, the needs, goals, and benchmarks requested in these surveys. This will ensure that all requirements and expectations are accurately communicated from project launch to completion. It will also assist IKON in ensuring the Discovery is properly planned and executed. We will identify: • Document the customers current space, electrical and network environment • Document most common job types • Gather general information about operator's general daily workflow. • Assessment of the current color management capabilities Completion of these informational surveys is primarily the responsibility of City of Denton and should be returned in a timely manner as agreed by City of Denton and IKON. A delay in receiving this information could delay subsequent phases of this project. Any information from these surveys which suggests requirements outside the Project Scope in this Statement of Work shall be addressed through the change control procedures defined in this document. Deliverable: IKON will present a Discovery Document that will summarize Discovery findings, current technical environment, and business requirements. IKON will present Change Orders (if applicable) to address any changes in scope requested by City of Denton as a result of discussions during the Discovery. Checkpoint: City of Denton will sign off on the Discovery Document and approve start the Design Phase of the project. Page 6 3. Design Once the Discovery Phase is complete, IKON and City of Denton project team members will jointly gather, develop, and finalize the technical requirements for the solution. These requirements will be translated into Design documents. IKON will also provide Change Orders for the addition of any previously unforeseen requirements and customizations not included when estimates provided prior to the completion of the Design phase were prepared. Topics for Design Phase: • Review and analyze the workflow, logistic, environmental, and technical requirements for this project. • Validate the preliminary requirements and configurations defined in this SOW. • Define any previously ambiguous or newly discovered requirements. The Design documents will include the following: Deliverables: Site Findings Document (Stocks, Workflows, Applications) Operator Knowledge Level assessed Training checklist presented based on 80/20 rule. Checkpoint: City of Denton will sign off on the Design documents and approve commencing the Planning Phase of the project. 4. Planning Once the Design document(s) has been approved, the IKON Project Manager will work with the City of Denton Project Manager and both project teams to create the Project Implementation Plan. The IKON Project Manager will work with the City of Denton Project Manager and both project teams to review the Project Implementation Plan/Timeline to address any schedule and resource constraints prior to proceeding with the Implementation Phase. During the Planning Phase, the necessary hardware and software components, according to the specifications in the Design documents, will be ordered. Deliverables: IKON will deliver Project Implementation Plan. IKON will provide hardware and software quotes to place orders. Checkpoint: The City of Denton Project Manager will review and sign off on the Project Implementation Plan. Page 7 S. Implementation If indicated in the proposed design, IKON may develop a prototype for Client approval. IKON Development and Unit Testing The Implementation Phase also includes any necessary off -site development, which will occur at the IKON location site prior to on -site installation. IKON will develop and test the integrated system with all requirements outlined in the Design documents at IKON facilities. In this phase, IKON will install, configure, and test the solution as defined in the Design documents and approved by City of Denton, as follows: 1. Install and configure hardware, including RIP/controller excluding Workstations a. Program the device with the supplied IP address configuration b. Verify network connectivity c. Install patches and updates d. Report any connectivity issues to the City of Denton Project Manager for resolution 2. Assist City of Denton in connecting to their network 3. Install and setup print drivers/ up to two (2) client computers a. Install the PS print driver and/or PPD for each device on the assigned Windows print server (if applicable) b. Ensure that the print driver is configured with the appropriate accessories c. City of Denton may provide a list of share/printer names to be used with each device. d. Install the print driver on up to two (2) client computers e. If a central print server is not available, the PS print driver will be installed and configured for direct IP printing on up to two (2) workstations. Deliverables: IKON will install, configure, and test all components according to the specifications in the Design documents. IKON will provide preliminary system testing and demonstrate compliance with requirements from the Design documents. Checkpoint: Demonstration of tested system components and City of Denton approval to begin training and User Acceptance Testing. Once installation, configuration, and testing are complete, City of Denton will conduct the User Acceptance Testing (UAT) as discussed in the section below. If any training is required prior to the start of User Acceptance Testing, it will be identified in the Planning Phase and noted on the Project Plan. Page 8 Training and Documentation In this phase, IKON will provide the following materials and training for City of DentonThis training will be provided to the users that will be participating in the UAT Phase to enable the City of Denton resources to complete the UAT. These individuals will be the users that will conduct the "Train the Trainer" sessions for all remaining users. 1. One (1) Administrator Training session up to two (2) hours. Administrator Training will coincide with the device configuration. Administrator training topics may include: a. Device network configuration b. Device remote administration capabilities c. Device scan to email configuration d. Print driver installation and configuration e. PPD driver installation and configuration 2. One (1) "Train the Trainer" session of up to four (4) hours for a maximum of up to two (2) users, immediately following the device configuration. Training will include: a. Train the key operator on: L Basic Printing b. Basic Hardware Training to Include i. Register Paper Setting ii. Basic Jam Removal iii. Toner Replacement / Waste toner box iv. Stapler and Finisher basics c. Fiery Controller Training/RIP training to include i. Color Tools 1. Spot Color • Spot Color Editing and Custom Creation • Create and Demonstrate Substitute Colors • Create Custom Color profiles using ES-1000 Spectrometer 2. Color Profiles • Import ICC Profiles • Assign Profiles as Input, Simulation or Output Profiles 3. Color Setup & Edit • Explain RGB Workflow vs CMYK Workflow • Explain use of Simulation Profile in CMYK Workflow • Explain Effects of Different Rendering Intents in RGB Workflow • Explain Effects of Changing the Output Profile in Color Workflow ii. Job Lists iii. Archiving iv. Print alignment v. Print Queue tools — How to start/stop, re -queuing and properties 3. Additional training specified in Customer Training checklist provided to the customer. Additional training beyond the "Train the Trainer" session will require an IKON Professional Services Support Agreement and/or a Block of Time Support Agreement. These agreements should be completed by the end of the implementation phase. Page 9 Deliverables: IKON will conduct "Train the Trainer" sessions for Ricoh C900 operation and use, and in addition to conducting an administrative overview for each product. Solution -specific documentation will be provided for each session. Checkpoint: Delivery of the end -user training materials and training sessions, and delivery of system and administrative documentation and training to technical administrators. City of Denton's approval of training materials and activities User Acceptance Testing The primary purpose of User Acceptance Testing (UAT) is for City of Denton to test the entire solution from a functional standpoint in order to verify that all the features documented are working as specified in the Design documents. User Acceptance Testing is the primary responsibility of City of Denton. To achieve this, City of Denton will test the solution in a real -life environment either in or parallel to the current production environment for a period of two (2) weeks. The UAT time period will begin directly after the Training and Documentation phase has completed. City of Denton is responsible for creating the UAT plan. IKON will provide support to City of Denton during the UAT period. UAT support for any new functionality or desired enhancements outside of the Design documents will be handled with the established change control procedure. Testing should include: • Print a test page from the server or each of the workstations where the print driver is installed (Performed at the print driver installation) • Print a Microsoft Word or WordPad document from the Windows workstations where the print driver is installed (Performed at the print driver installation) • Print a test page from a graphics application such as Adobe Illustrator where the Print Driver is installed All issues should first be reported to City of Denton's internal contact for analysis or escalation to the IKON Project Manager via the UAT Issue Log, which will be provided prior to the start of the UAT period. IKON will respond to all requests either onsite or offsite, as appropriate, to resolve any issues. After the period of two (2) weeks, IKON will request signoff of the project. Deliverable: A working system, per the SOW, Design documents, and any subsequent Change Orders. Checkpoint: City of Denton signoff on completion of User Acceptance Testing Page 10 6. Support IKON will provide remote support forth e solution during the first 30 days following implementation. This support will include the following • Assist City of Denton project staff with questions from users, operators, and administrators. • Assist City of Denton project staff with operational issue determination and problem resolution. • Assist City of Denton with any additional skills transfer or training issues. • Assist City of Denton project staff with problem determination and problem resolution. Deliverable: A Vendor Support Agreement for every product/solution installed. Most vendors require an executed support agreement before providing ANY support. On -site or off -site support (as defined and quoted in the SOW) immediately following implementation during the first 30 days following implementation. Checkpoint: If City of Denton has signed a Vendor Support Agreement (or have a Custom Support Agreement), IKON will transition support to IKON's Client Support Desk. Client will sign a Solution Delivery and Acceptance Form to document acceptance of the final phase of the project. On -going onsite support beyond the first 30 days following implementation will require an IKON Professional Services Support Agreement and/or a Block of Time Support Agreement. These agreements should be completed by the end of the Implementation phase. Any successful project is a cooperative effort. With that in mind, the following section provides information on the roles and responsibilities expected of the City of Denton project team. Please note that a single individual may execute the roles and responsibilities listed below. Each role does not necessarily mean that a separate City of Denton resource is required. Project Manager City of Denton will provide a designated Project Manager who will: • Assist with the development of the overall Project Plan/Timeline and/or implementation schedule. • Escalate issues to senior management for resolution. • Conduct project meetings; and prepare meeting minutes and status reports as necessary. Page 11 • Assist with the change control procedure forth ose tasks that are outside the scope of the services defined in this SOW and the Design documents, including obtaining authorized signatures for Change Orders. • Obtain the required authorized signoffs at the completion of the IKON deliverables. End User Representative City of Denton will designate an End User Representatives who will: • Possess a solid understanding of the business processes as well as the overall project objectives. • Be available throughout the Discovery, Design, and Implementation Phases of the project. • Be available to answer questions or provide input during the project. System Administrator City of Denton will designate a System Administrator who will: • Be the focal point for the day-to-day administration of the application. • Work with the IKON project team during the System Integration Test as necessary. • Be available to provide application support as necessary. Technical Support City of Denton will designate a Technical Support person who will: • Provide IKON with system access and participate in the software installation. • Provide IKON with LAN access and participate in the PC workstation software configuration, if necessary. • Ensure appropriate virus protection is enabled throughout the project. • Provide ongoing technical support for the various software components. Facility availability City of Denton will also arrange the following: • Provide a workspace for the IKON project team with a telephone and the appropriate system access for installation, setup, and testing. Page 12 Client General Responsibilities If the project is to be successful, IKON makes the following assumptions as general Client obligations: • City of Denton will provide a single point of contact for project coordination with IKON. • City of Denton signoff of each phase and milestone as requested before commencement of another phase or milestone. • City of Denton will provide security clearance and access to facilities, as required. This includes badges, passwords, access cards, and parking privileges. • City of Denton will provide any necessary passwords for network, domain, Internet, and server access to our technical resources. • City of Denton will ensure the network is in proper working order in a stable environment. • City of Denton will have all infrastructure components (switches, hubs, routers, etc.) installed and functioning prior to workstation installation. • City of Denton will ensure all of the existing workstations are in proper working order in a stable environment. • City of Denton will ensure any additional cable points required are in place and functioning as per manufacturer specifications. • City of Denton understands no configuration outside of the requirements for the product being installed will be performed. • City of Denton will ensure hardware and software provided to IKON that was not purchased from IKON is free from defects and is in working order. • City of Denton understands if hardware is defective, there may be a time delay while the equipment is replaced. • City of Denton will provide the necessary power and access to power sources for all equipment during the installation. • City of Denton will be responsible for configuration of all remote end user's personal computers outside of the designated home locations. • City of Denton will ensure accuracy of data/information supplied to IKON. • City of Denton understands that IKON relies on immediate clarification and resolution regarding the integrity of data/information supplied to IKON. • City of Denton will manage the demands of other business endeavors at the implementation site(s). • City of Denton will provide a list of key resources for areas affected by the project to the IKON Project Manager prior to the project kickoff, including: Name, Title, Responsibility, Phone, and E- mail wherever possible. • City of Denton will provide any and all training not listed in this Statement of Work to the end users. City of Denton may request that IKON assist with the completion of any of the above -mentioned responsibilities; however, the Professional Services hours necessary to complete such tasks have not been accounted for within this Statement of Work. Page 13 Completion Criteria When the functionality described in the Design documents can be demonstrated and replicated by the users, the project as defined in this SOW will be considered complete and IKON will request Client signoff. IKON will have fulfilled its obligations under this SOW when anyone of the following first occurs: • IKON achieves the deliverable described in each of the project sections of this SOW, or, • City of Denton terminates this project for reasons beyond the control of IKON. In this case, IKON will invoice City of Denton for actual hours worked and expenses incurred up to the date of termination. Hardware and software purchases are governed by their own separate agreement and are not included in this definition. Conditional Project Acceptance Persistent issues are not necessarily a deterrent to project signoff. To better manage technical issues, items can be listed as conditions on the Project Acceptance Form. These issues will be handled as a Change Order or under the software support contract as appropriate and as agreed by IKON and City of Denton. Persistent technical issues outside of IKON's control or outside the project scope will result in a change order for the additional Professional Services required to resolve the issues. Unless otherwise specified, production rollout or enterprise deployment is the responsibility of City of Denton and is not requisite for final user acceptance. Change Control Throughout the project, additional areas of opportunity may be identified that are outside the current scope of the project. The work required to implement these opportunities can be scoped and presented to City of Denton as additional project areas, with an additional cost. The following list provides a detailed process to follow if changes to components within the scope of this SOW are required. • A Change Order (CO) will be the vehicle for communicating change. The CO must describe the change, the reason for the change, and the effect the change will have on the project. • The designated Project Manager of the requesting party will review the proposed change and determine whether to submit the request to the other party. • Both Project Managers will review the proposed change and approve it for further investigation. IKON will specify if there will be any charges for such investigation, which may be incorporated into the CO. The investigation will determine the effect that the implementation of the CO charge will have on price, schedule, and other terms and conditions of this SOW. • A written Change Authorization must be signed by both parties to authorize the implementation of the changes. Page 14 Project Assumptions To execute the project successfully, several key assumptions have been made. Any change in these assumptions may result in a change in scope, which will be addressed through the Change Control process. • All the necessary network workstations (LAN, WAN) communications and configurations will be completed prior to project launch. • There are sufficient workstations • IKON will not be able to start work until after this SOW has been signed and a Purchase Order received. Resources can only be allocated and scheduled once a copy of the signed SOW is received by IKON. • While scheduling changes do not generally result in a billable change of scope, they could affect the availability of resources for both IKON and City of Denton and protract the engagement longer than expected. • Any changes to the scope of the Statement of Work will be handled by the change control procedures defined above. Page 1S Project Services Price This is a Fixed Fee engagement. The total services price for this project shall be $2,000.00 not including hardware, software, sales tax, or hardware/software technical support. The customer acknowledges and agrees that the price for the services to be provided by IKON under this SOW has been established by IKON and included in the lease payment set forth in the Lease Agreement between the customer and IKON Financial Services or another third party lessor, as applicable. The purchase or lease of any hardware or software is independent from this Statement of Work and therefore not contingent on City of Denton's acceptance of the services performed. Please review attached hardware/software/support quotes for additional pricing information. Any changes to this Statement of Work will require a Change Order executed by both parties. IKON cannot perform work outside of the scope of this Statement of Work without an authorized Change Order signed by City of Denton. Professional Services The IKON Service cost is based on the scope, assumptions, and responsibilities stated earlier in this document. Services Cost: $2,000.00 Travel expenses, if quoted, are estimated, and may exceed estimated amount. This estimate does not include taxes or miscellaneous expenses. Payment Schedule This SOW is provided as part of a lease package. Costs to be included as part of lease. • All costs are exclusive of applicable taxes. • This cost is valid for a period of 30 days from the cover date; after this date it may be revised. Page 16 Terms & Conditions: The performance of the services described in this SOW by IKON for the Client referenced on the cover page of this document ("Client") is subject to and shall be governed solely by the following terms and conditions. A. Services. From time to time, Client may engage IKON to perform any of the services (the "Services") described in this SOW. 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 Client location set forth herein or on a remote basis. B. Service Fees. In consideration of the Services, Client shall pay IKON the Service fees in the amounts and at the rates set forth in this SOW. Client 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, Client shall be liable for all costs thereof, including, without limitation, reasonable attorneys' fees and late charges. IKON may suspend or terminate Services for non-payment. Client 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). C. Client Responsibilities. Client shall provide IKON with such access to its facilities, networks, and systems as may be reasonably necessary for IKON to perform the Services. Client acknowledges that IKON'S performance of the Services is dependent upon Client's timely and effective performance of its responsibilities hereunder. D. Limitation of Liability. IKON shall perform the Services in a professional manner. IKON is not the manufacturer of any of the software, tools and/or products utilized in connection with this SOW. IKON shall, however, make available to Client any warranties made to IKON by the manufacturers of the software, tools and/or products utilized by IKON in connection with the Services hereunder, to the extent transferable and without recourse. Estimated delivery and/or service schedules contained in this SOW are non -binding estimates. EXCEPT AS EXPRESSLY SET FORTH HEREIN, IKON MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THIS SOW AND THE TRANSACTIONS CONTEMPLATED HEREBY. IN NO EVENT SHALL IKON BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS SOW OR THE PERFORMANCE OR BREACH HEREOF, EVEN IF IKON HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IKON'S LIABILITY TO CLIENT HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE FEES PAID TO IKON HEREUNDER BY CLIENT. IN NO EVENT SHALL IKON BE LIABLE TO CLIENT 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 SOW. 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. E. Confidentiality / Non -Solicitation / Intellectual Property. Except for purposes of this SOW, IKON shall not use or disclose any proprietary or confidential Client data derived from the 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 Client or make any reference to any information from which the identity of Client may be reasonably ascertained. Client agrees that during the term of the Services and for a period of one (1) year Page 17 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. Intellectual property rights arising from the Services provided hereunder shall remain the property of IKON. Nothing contained in this SOW shall be construed to transfer, convey, restrict, impair or deprive IKON of any of its ownership or proprietary interest or rights in technology, information or products that existed prior to the provision of deliverables under this SOW or that may be independently developed by IKON outside the scope of this SOW and without use of any confidential or otherwise restricted material or information hereunder. Use of Services. Client shall not use any Service to invade another person's privacy; unlawfully use, possess, post, transmit or disseminate obscene, profane or pornographic material; post, transmit, distribute or disseminate content that is unlawful, threatening, abusive, libelous, slanderous, defamatory or otherwise offensive or objectionable; unlawfully promote or incite hatred; or post, transmit or disseminate objectionable information, including, without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offense or give rise to civil liability. Client shall also not use any Service to (i) achieve unauthorized access to any computer systems, software, data, or any confidential or proprietary material of any other person, without the knowledge and consent of such person, (ii) upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material obtained through any Service that is protected by copyright, or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder, or (iii) restrict, inhibit or otherwise interfere with the ability of any other person to use or enjoy the use of any Service or the Internet, including, without limitation, posting or transmitting any information or software that contains a virus, lock, key, bomb, worm, Trojan horse or other harmful or debilitating feature. G. General. This SOW 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. Only a Change Order in writing executed by authorized representatives of both parties may amend this SOW. Any purchase order, service order or other Client ordering document will not modify or affect this SOW, nor have any other legal effect. All equipment is purchased or leased by Client pursuant to a separate agreement and are separate and independent obligations of Client governed solely by the terms set forth in such separate agreement. This SOW may not be transferred or assigned by Client without the prior written consent of IKON. This SOW 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. The parties hereby acknowledge that this Agreement may be executed by electronic means through the affixation of a digital signature, or through other such similar electronic means, and any such electronic signature by either party constitutes a signature, acceptance, and agreement as if such had been actually signed in writing by the applicable party. Page 18 This Statement of Work shall be effective as of the date of execution by both IKON and Client. Scheduling of resources and project duration estimates can only be provided after this Statement of Work has been signed by both parties. By signing below, the undersigned represent that they are duly authorized to enter into this Statement of Work on behalf of their respective entities. DN.cn=PMO,o IKON Office Solutions, —project P M O Digitally signed by PMO "M nagment Office, email Ikahler@lkoncom, c—US Date: 2009.05.21 15:28:21-04'00' IKON Office Solutions, Inc. Name and Title Date Internal Review Signature IKON Office Solutions, Inc. Name and Title Date Authorized Signature MIAMI Name (Print) Location Authorized Signature Authorized Signature Page 19