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2009-121
ORDINANCE NO. ~OD9- /Z 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-ORD- e 4307 State and Leval ovemmedt Document Efficiency Master Agreement At Work' CUSTOMER 1 Number. _~A Full Legal Name: 7 1 L; _C~ 1M f ;1., 1/10. A City: I JU A. I Ur I^ Q Staatte::~ ,K Zip: ~ l(J L-y I Contact f 1(~T 1 Ph Facsimile Number _Cf 111. J'f "L LJ rJwaltJ E-mail Address: uQ., f~ 1 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 Agre ement The personal and intangible properly described on a Schedule (together with all attachments, replacements, pam, subsnruti ons, 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 specified in the applicable Schedule) will begin on the Product delivery and acceptance date ("Effective Date"). You agree to sign and return to us a delivery and acceptance certificate (which, at our request, may be done electronically) within three business days after any Product is installed. 3. Term: Payments. The 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 'nee and are not subject to setoff 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 any 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. Taxm 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 filing costs related to the use of the Product, even if billed after the end of the term of this Master Agreement or any Schedules. If we are required to file'and pay property tax, you agree to reimburse us. If you are required to file and pay the taxes directly to the tax collector, we will notify you. 6. Warranties. We transfer to you, without recourse, for the 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 Insurance. (a) To the extent permitted by applicable law, the parties to this Master Agreement will defend and hold each other harmless from all clairns.ansing out of the death or bodily injury of any agent, employee or business inviree 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 inso »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, substitutions, additions, attachments and proceeds) as security for the payment of the amounts under each Schedule. You authorize us to file a copy of this Master Agreement and/or any schedule as a financing statement and you agree to promptly execute and deliver to us any financing statements cover ing the Product that we 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, ts or (c) you become insolvent, you dissolve or are dissolved, or you assign =1 for the benefit ofyour creditors, or you file or have filed against you any cy or reorganization proceeding. 12. Remedies. If a Default occurs, we may do one or more of the following: (a) we may cancel or terminate this Master Agreement and/or any or all Schedules, or any or all other agreements that we have entered into with you; (b) we may require you to immediately pay to us, as compensation for loss of our bargain and not as a penalty, a sum equal to (i) all past due Payments and all other amounts then due and payable under this Master Agreement or any Schedule; and (ii) all unpaid Payments for the remainder of the term of each Schedule plus our anticipated value of the Product at the end of the initial term of any Schedule (or any renewal of such Schedule), such unpaid Payments and anticipated value to be discounted to present value at a rate equal to 6% per year to the date of default We agree to apply the net proceeds (as specified below in this Section) of any disposition of the Product to the amounts that you owe us; (c) we may require you to deliver the Product to us as set forth in See- don 14, (d) we or our representative may peacefully repossess the Product without court order and you will not make any claims against us for damages or trespass or any other reason; (e) we may exercise any and all other rights or remedies avail- able to a lender, secured party or lessor under the Uniform Commercial Code ("UCC"), including without 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 Vti/21/ZUD5 14:22 N'I'P other arviots under the Software Uccnsci laud/hr ® a[ nor caption, to Wh rn•kasc, or other dispose of the prwJm valley coach normal endtvrdi[ians as may be a cepmble to no is our dioscreskin. Van time to pay all of our orals of enforcing tax iglu againAt yaw, i vduding rawae iafsic attorneys' lets, and aB costs ndattsl to the axle or dt:Aaoddan or tlw lhvduet ireludang, Witham Fiait, incidental damaged eq.nded I. the erpnarcs• lion, stppi; lompuredun, and aahtttim ocrx for We. or lasso or wirer di"podition of Alit lanorls se Tfix take possession of the Prodttrt (Air any Snfnvare, if applicalrla), we a(pte. ro ae)tm ot.acwise dtrytese of ie WLrI, or without ileum, at • u61ir or private dttpnsi- tian, roll to a{iply the nU rmxards (aftcrwe hour ek:dut:tod ail enstd, inciuding rea en- tbk o across' fees) to rise ponatn that yw owe tat. You agree dwc if neuron utwit is ruptlrul bylaw to he gnos. f days' nndua alull eorudwte tcaameNe nutim You will mrsoolarocipmaxillathe for any dc(a iemy that it dun doer we bare applied anysmb art Vote. 11,Astilipyten(. YOU 14AVE N() RIONT TO SELL, TRANSF IN, ENCUMBER, ISUR'"`lJT OR ASSIGN THE PRODUCT OR TFTTS MAS'TRIt AGREVAENT OR ANY VC10DULI WI'1'FTOUT OUR PRIOR WRPPI tN MNSWr (which rhn- tenttlull net be annssnnahy wirbadd), Yen agren thieves: ploy sell ear tvign sign afar Intense wldmut twice to you. In that event, the aaslgnse will have Such righn as wr coign m them ban time of nor nbllgaloen (we will Ieep nay snrh ohligMinni) turd the rig64 of the urigsne: will near be svla)e['t to soy dvhns, de(rnim u, set-olft that yob may have a~~at,t~insi ta. ff yob hsve entered barn a tnai.arainnoe, service arx,tlry,ty a);reemme wldi two Am ngmmaint will raen■in In full force and effect with vs and *10 not be atTiatrd fly nmymch srxigntneu. %u aura: to 4ckriowlcdge any surh amignmiei+t in writing iC so regsesml and to keep a iamhpltte, lend nnomaw record of all sveh assigninents in i raarnaer that earnpl'a:A with Secdnn 147(4) of she leltemel Revenue Cowie,.nnd the regain. door promulganal tvacunder_ li. 1iorsala. Reclaim of Product. After she motion" term of any Schedule to thh Alto ner Agresnen ; Abell SrhwNk wog renew an a inaorb•re interft lsosir tales; eider parry nnnfin the artier in writing at leaxt 30 days prior m the expiration of dse mimtmvo reran of and Scitedtde. At the and of or neon ,anutinvrien of tadi Scheclula, you 01 borne. dWcly PoQtm AM Product subject to nuim etpbed sclettlitle an m (or not daaignre., m tits hrtaniun det'gmred 6y m, In in goanr claaAkim on When you m-iwd it, eaes}rt for ordinaryweera tar, ewillbeardwokigdro ehargessnlm+gmrapiactmentctryipp-• tneat kaefecred Gam IKON. ~inerwiaa, yuo wilt Iearsn eepextset of deitseAOkhg, crvi= lag and stopping rise Pradnar, Ym will metre die Product fur Its full repMcenwor valet during stoppatg. Yw must psy additional mmwhly ptynwnt4 vt time rent mtn,u th an In viR'eet Wmdea a SehMpla, mid the Prduluct is remmtd iq yon mini iS i•eeeived in prod condition and workhmg order by ax rlrxill or us, 15. Mrecrysiherius. Ym s tee dot dKtrnns and eandidonf ralnnfncd in this Manor Altraa• mare and in rich Schedule si L" up the leaden amement betat'en us mjprding the reatvl of the Pindrtet and suptraede nil prior wrinten or noel cninrmmicannnn, under- aandings or sl(reenents Eninci ea the paratn relating it) the subject matter avnt:rinad herein, indndinng without Ihnlradon, laardiose ardem Any purdtasa order, or "the' ardeing dmmmtt% will no etrah(v or affect nlth Meer Agreement ear, any Sdudldr, nor hove any adher legal t(feerand s(all serve only the purpose of identifyhng the equip, rent unkred, You ourharlm as oa supihly any nallatne "ttvtlipm to order" nnn;bar ("CTO"), mhtf etpiirytient Ideedlinthsm nurnhera (noelvding, wadvnetlimir, serial nutu- liers), agecemeashdmulule identificadrfn numbers -Thor dared in this A osier Agme- mrnr or try Schedule. You idnwwlosiXt rhatynu have nor hero Induced to entry intr, this Trauma Agremoent frV ray rcpAmereorrntien or wormary not naprisdy sec faith tit this Mercer Agreement. Nei :er this Moister Agreement hor arty Schcdule h h.di„ g an at nodl we ego it Any change in my of the teratrin d aondiAieus ufilds Marter Algitccer ant at a,iy Schedsde must he in writing and signed by no- Tf we de4y or fail in enfnrm raw of bra loin under this Mater Agreement with rmpccr to may or all Schedules, we will still he able in entfmre these rights it a later time. All nntiou shall be given in writing .oil arty either (a) by aertilied mail or racogni:sd overnight deSivery wts•kc, portage pre~{tymsit% addnearcd in rise ppatnrry netmi•inR the notice At the "rem, shown an the Gan u( in Agmtristeu, or {b by fvrsunilt traninabodnt, with oral awrm"atton, to the (ac- ,hinde number dims Maw such ptrryS algnataro can thin Airmeucnt Either partyrnay dung. tw address of fsiaindic number hy gh-ing written notte of vveh thanµe m the odterpti Nether shall be coo tive can rite doer x st, p.ach of nor retlieakei, rghts "rat fndimunit rs will survive die refmbnation of this Master Agmeniou and rich Sdmedults Tf more then time customer ban signed thtd Abater Agreement or any Sahedale, each m.dmer agrre that its liability is faint and sevent. (fade crq+rees iron;. e.ftke panlea not an violate Ylty appli"llb: uurryy Inn. or to. M.c:j die nurimun amount of tine pitre difkxntivl ar, hiecoor, ar applitahle, enninud to be charged or mlkered by applimble law+ and any alteh eaeeas payment will he npldied to Paymrnn in the Order gC nlsoniry, uol any eenabning camera will be refunded in you. AGRFKMI Tr Ax'D ANY RC:HEPULU WILL BE G,OItRRNF.D UNT)F.R 1719 APPLICABLE LdkW FOR iL A ~f'ts LcA6~T-aT 'i'ii&-6HIrQ1)p•.tuBAF:FH-eF HF THl3 STAI WHARF, FOUR PRINCIPAL FLACK OF ausmus is LOCNrPD TO RESULVB ANY cols.Mrcr UNDER T'HTS MASTER A0RFXNM.\"S; TMV.. PARTTPC TO TTr1S MASTP.R AGIMIZAMNT XACII WAIVE TI.1E RIE.4K r'rD A T-RSAI. BV JG-RY RN'THE F Vf NT' OF A t.At4r- SUIT. TO THE. FXTRNT PRRMrrTFD BY A PPLMABLS: LAIV, YOU 1NAICT X1003/003 DocInage Prod 1a079/107 ANY AND ALL R)UM S AND )IMEDTES CON14ERRZD tIPOM,4 C:US- •rOMP.R OR LESSEE BY AE'rr= lA OF THE VC X, THNI' YOU MAC HAVE AGAINST CIS (BU'l' NO-r AUAINST'1 IM MANIVAL'1 MER, ANY VENIN)it UP TiiE PROoLH7t C~±^temart. t*ey Andkg, F. u+ Schedule may be teecuttd 'a+ wunnrpares, 'nn, cm",ear)wt VA" live over w i i all signann•e andktr it in tar pm eartinn Abell armed. rite ehutul paper in drat term s tkiitwl in the UnVormC:ommercial (ads ('UCM and shdlttmrtlnue the nrislnalagrenmvnt fair all pur)uiove, inclwlinq, widanat nn:i- ouMen, (i) sty hearing, wheal or precacdW4 wild, rcg)ttt eo suds S&CAIn k; atul (i) any determination as to which version of artrh Scbehde caiutiorm die single ups ony{not item of chattd paper tmcltr the Ltaifuna (:m mncrclul (.auk. if you sign am) rrmtwn¢ a Mwnc de M us by 6erimile, the facsimile an*t egwn etetauion by as, shall be binding tipon the parties. You agm that the htedmi'k of a Schmfole menu- ally sirwd by us. when atrach ad to rho, farsietile c%j, opted by van, shall comsdmte the prrdrnal ngreernem for all isamova Including, wtthe ov rm}frutian, shows midinul aaera in this Sectirm, YMi agree to deliver m us upon our request the eo4merpartrat smfi Schedo(c cuuohiltilt year orlill raa AlA signsturt: EStprljaltty, During the term to this Mswrar Apiconent and Any Sehrdtdes, the Pmgdmu(s) will be well solely for the pety(ssa of perfnvninS flute or "Aura guv- emnunaf ne prrynietary functimut eontisant +rah the pctm iu;hle trope of yi-v :anhorit)t You represent and wu•rmm that dig ire of thr 11 adum(s) is casanial to perfearnang sash greatmnrental m' proprietary former rs. hl1gii--6r iari.,,JNoai-S.d,eo_tnti. (a) INN of the fallowing 4.0 rrvvr, (i) yrHtr grntrning body full to appropriate auf"tit reunion in say fiscal free for re"tali or other Faymocits due under my Schedule to this Maury Agreement far any equip- ment wkteh still perform service imd fienctians which In mluck tar to pan are raeen- rally the teem servneea nod futaairmt performed by the Ymluct(a) covered by any curb Sch idula, (1) ocher hinds era one Ar"Jaw for melt paynunc; aryl fiii) the n o- opprown,Ikat urfimds did nor rank to nn airy act or fa gum to vas nn ymar putt, than At "Nan-Apluapriaaat' dull he dertiaal laborer o:tems•ed. (hl Its Not-A{mlxtaprit- dun atartrs, diem (i) Tea rater give m IneixdlMe Harts of sash h1or~Appppmp:buioi and provide nrniaen unclear of rich failure by yon gtneniing licitly it 1rest M days paun as like end of the then current fiscal year or of Non-ApQrvprrnow) hid nut rravrred by auch.date, immedisaey trpnn Non Apprreptiairan, (iii net later dnan the last day afthe flk:al year fn which appmpri-Admrs were made for the rectal due under any Srheduk to thin Maat:r Agreement (the "Roam Datt'], ?no slog remnw m as all, but nor Ices than dl, of the Pi oduct(r) covered by susit Sahulule to chic Master Agraemony at your sole egvicam, in arantthmes with time tarrm hertnfl slid (ills) any Sebedule to this Mercer Agreement shall Itrmianete on the Iteiairi Date without penalty or eapwee in you and you ah,R ant he nblipred m ley the roads beyond turh MM yarr, unrdekd tbat (A) yrn+ shall pay Amy and tU reaak our ether pay,nantt this up thmvgh rho end of the lest day n din Intel year for whirb appn- T rrletium ware msde and (A) you thrill poll tronth•ro-nn;uh rent at the rare vet orth in amp each Schedvlc for each mind. or parr t5wmnf that you fail to return the Produri(s) it required herein. (a) Upon nrrysaeh Non-ApprrOopprimloi, upon our rtgues[, 7mu tiB pmvide, upon our request, an npittbm of ind4lat"tlent crw;sei {who shall lea raubmdely acceptable to uA In form rmsnei** semMicle to N. rue- finning the NOn-elpprnpriadnn and providing reasonably soffimat proof of such Nun-Appraprn+cian. ftl*Qr Ynn w1i'mi t laid Neaitynt to as titer yno prrscridy incavl to van. drag this Matter Agteatneat and any Schedulrs furrow for the entire tcrio of suds Schedolee and to play All MAA[t ralartng An, sadh Selitdulee and to do all things low• fully within your leenrer to obtain and mainain (muds fmm o'ldeh rho terliab and all .,her payments swing andtr such Sebahtles rmyhe made. "a parties, acknowledge tl m aTrupdatran for rectal% is a guvermeenml fwiwion rn whii,h you motor min. trarra5 yemtiatllyaorielf in sd"wea:rd this Miumr Agatcl ernskan not tmistimie teach n emiunimnenl'fb the extent pemdotrrh ley Inv, the person at entiry k% timv,lty of preparing your lu*at will include In the bodgervequnr far each hsral year d'Mng the inn of each Sr. iahtk, eespemhntly, to this-linter Agreement on amount equal car that rentnlr (tea bt wed fit such renal,) to lieronnr clue in each Areal your, and will use All rvasoueLle said lvwfrrl rnevne mild life to secure d:e vpponpdaritm of oantr far such tinial year nafficiml in pay all mink enuring date during such foal yeah Authodn and Antbordicid _o, (a) You repimmo s and warrant to of that. (1) you are a Stara or pnNtictl subdtviaim or a Starr, at dunce name are defined in Section 101 of rise inanud Revenue Gde; (t) yuu have the power and authority to enter iom this Master Agmenatirt nod oil St•Itrdeles m this Mager Agreement; (n) this Mzitrr Agreement and all Scheduhf ca dkbt Matter Agrccmant have been duly authorized, evecvted'xtd delivered by you and noistiute valid, legal and hiriding agreement(s) anforcesble..tmgg~ainto yyvtey in ,etrrsabinet with their reins; a"d (N) va further approval. Consent or witiiMihl'ng of nhjectinat it required faun any governmeatd authority with respect to this Master Agreement or any Sdhodufes to thisMaster Apretmaau. (h) It nett to the extent raptircd by on. you agree to prnaft(e os wide on opinion ear' independent munvel (who shaLI be reatonubly ueceppmble co m), Aultamntidly in dm (nett arnched hereto As FjbihkA, ennfinning Alto; (Arraigning and olhn- relatrd mar- ten. (c) Yon agree to talus all required oetions ravel to file all natmeti y ferns, includ. ing IRS Pornts M.18-G or AOJA•CC:, u applicable, to preserve rise car exnupt starts of this Master Agreemtnt and all St.4rtdoks thereto. Itp You ngrce to provide as with. any other doannena rhar we may reasmrahly request in correction with doe fnngn- ii:g and this Mater Agreenent. IN Wr) NLSS WHERLOF +PTafrits have exetaned ibis A4aster Aiprema+t as of the daces set (arch CCfSIt]-~ J MONOp 1CG QLL N Aathrritird lgener5i-lliiarnra 1st rise Signal,Sigr:amre N.air &.Title Ste, ..LLt~L~ 5, .),},t;3_1._?SJ...~ Uarc:_.5iz at ..:_~L.~~1_~__. _ . Pau)mile Ntiuhhen~ - _ ~(i,_ t'ti--c] paealrnile Number. ,C~~,..... ~"`i~~~~„ , 5xl.G Alvetrr Agri t„cnt tills Document Efficiency At {Mork' A RICON COMPANY THIS ADDENDUM ("Addendum") is made and shall be effective as of the a day of7\,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. By B Authorized Signer Date ut oriz Signer Date SALES ORDER / SERVICE ORDER Document Efficiency Master Sale Agreement Date j At Work- Master Maintenance Agreement Date ~T^ Master Maintenance and Sale Agreement Date C"US'fOMEA "P ATf017' Legal Name U A p~ Contact - Bill To Address 2 f ✓ E, Mci~t Install Address 215 Mc+~ F ity I t~T,.I } tl.A 1 State fl,k Zip city I lJ~ I State ' Zip Phis is an Order made pursuant and subject to the tenns and conditions of the above referenced Master Agreement(s) between Customer and KON Office Solutions, Inc. The signature below indicates that the Customer accepts all terms and conditions of the applicable Master kgreement(s) for this sale, including but not limited to the terms and conditions set forth in the Master Agreement(s) and any Exhibit A hereto, 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 kuthorized Manager of IKON Office Solutions, Inc. s. t o ! PYWD7;CTDE5 TtIP ION Y ~ ti Make / Model / Serial Number service Level t 1 K ati r a 11- I S, Total Product Purchase Price E.celudes Tare Additional Provisions l i 3~r~cf~ to that alsply Additional Product Description page(s) attached Professional services fees included Fixed Service Charge Sales Tax Exempt ('A4ust attach valid Exemption Certificate) f r r'r(7tJ Si' er m"tI Rr f offal Service Charges Per Billing Frequency Minimum Term Guaranteed Minimum Volume Per Billing Frequency Cost of Additional Images B&W ~V4✓ B&W s ob : ~y Billing Frequency Color Color 4 o Authorized Signature Signature Printed Name Title Tate 1 6 ('34-1 - i Authorized Signature Signature Printed Narne Title Date I L7-t -O~ 1 IKON Sales Forms - 4/2008 Document Efficiency At Work." Product Schedule Number: Master Agreement Number: ["his S, edule ("Schell e") is nade part of the Mawr Agrecinent ("..Uistcr Agrecment'j identified on this Schedule between IKON Office S0lutions, [TIC. ("we" or "us" I and as Customer C yon). All terms and conditions of the :luster Agreement are incorporated into this Schedule and mode a part hereof. It is the intent of the parries that this Schedule he separately enforceable its a complete and independent agreement', independent of ;all rather product Schedules to the Master Agreement. CUSTOMER INFORMATION C:usf a 'JI'toE P t . ca 14 w-- :Add s. At ybl~w C:lty County State Zip City County Stain Zip Ct, neef-ontact f too: C snante `TNle.ha Nu er E't t'wr er na Ad( . ori n [Yjn%/,q~ I - ~1 PRODUCTIO ESCRIPTION ("PRODUCTS") C~(t Qtuanrity Description: Make, ikfodel Serial Number Quantity Description: klake,'Vlodel & Serial Nutrtber MCI rmmtnt auntumt Minin-um `lean Onus.) tlinitra.iun Payment (Glithcntt `I ax} 00 PaytT,tent Due: -X-Mouthly - _ -Quarter)v Advance Payment (with tax) ~T Apply to Ist Month's Pmt. Other Sales Tix l':xcnapt: )kYes (Attach Exemption Certificate) (,u%tnmer Filling Reference Numhtr (R etc.) _ Addencltmr(s) ,Attached: 0 Yes (Check ifyes and indicate total number of pages: TERMS AND CONDITIONS I.The first I'ayrncru: will he due on the Effective Date. The delivery date is tie he indicated by signing a sc-pnrate acceptance form, d. You, t'he undersigmed C;ustorner, have applied to us to rent the above described items ("1'roducm for ctammerclal (nowt-consmner) purposes, Except with respect to the express non-approprintions righrs, wt forth in the Agrecanent, THIS IS AN UNCONDI"T'IC?NAL,.NON-C1NCLL BIT AG.REEMEN'.1' FOR T11F, :N11NI,AIUNI T17RM INDICATED AIIONT, H we accept this Schedule, you ogrce to rent the above. 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 4l;ister ,Agreenwra,'T)JIS WILL A,C& NOWLEDGE `I'H.A'l' YOU HAKE READ AND VNTDFWI"ANT! THIS SC HT DLTLE AND T11F MASTFIA A.CrREFAIENT AND HAVE RECT.INTD A COPY OF THIS SCHEDULE AND THE MASTER AGREEMYN'T. 3. Additional Provisions (if and) tret:,..,.,_,.. °f ITE PIs,RSON SIGNING THIS 1,GREENIJE Y"T ON BEHALF OF THE C US'T 0;VI.ER 1W'PRFSENTS 1"f fW TTE/SITE.'. HAS TH.', AUTHORITY ' TO DO SO. Accepr~ '!f. C:USTOMFR 11t6C?k'I"IC .SOLU'7 'S.INC. hni, Authrria4d ncr loth r. (..A±tthisntt.clSaµnet>printeclnxme<) (:lullr„rir~tlSi tmer'sitrinte IKON Om ment EffiGiQn4y A WvrW and IKON Office $0UTlo135R are tradeuwks of IKON Office S61tA!Grq:, Inc, SWA; Prealuct Schedule 4AH Document Efficiency At Wprk" Equipment Removal or Buyout Authorization Customer Name: Date Pre ared: Contact Nance: N Phone: Address: 2A ellzp_ City: State: Zip: Fax/Em.it_ t- neck it aaanionai rroouct,Descripnon page(s) attached This Authorization applies to the equipment identified above and to the following Removal/Buyout option, ICHECK OArEI ❑ Equipment taw td 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 tinder 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 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. q~ Equipment Leased by Customer from IKON IOS Capital qr 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 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) ❑ 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) ❑ Owmighl 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, tmder 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 aom the breach by Customer of any of its obligations contained in this authorization and/or the Third Party Lease. AGREED AND ACCEPTED: CUST[1,'V7EJt JJ{GIN CIFFJ+CF LU 5, IN , By: C ' Prepared B . Name: Approve Title: Name: Date: 'T'itle.: 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 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 removal' requests issued by you, r~1 Equipment Leased by Cust mer rom_1~ON _TOS Ca it I or IKON 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 froma Third 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; CUSTOMER WON OF'PI'c , NC, By: C ; Prepared Name: 'crw. Approv Title: arm Name: Date: 6 0~ _ Title: Date: t, G7~ 1 Form - Equipment Buyout Removal, 1105 IKON Sales Forms Equipment Removal or Buyout Authorization Customer , lance: Date Pre ared: Contact Name: Phone: Address: City: w4AM S Zip; Faxfimail; G~ - ~ u'an e 0"14 olt' Sdt t~] `7 Ji i, WON L5W i lad ' Seovfty CREATED OR: City of Denton Ricoh 0900 with Fiery Controller PRESENTED BY Mark Hahn May 13, 2009 0111 M IKAN E!II i% 111 Docurpent Efficiency 9 Wo~.` AXX 01 WWAtO' 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 Project Objective .4 Services excluded from the project scope .4 Client locations included in the project scope .4 Services Detail .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 User Acceptance Testing 10 6. Support 11 Client Roles and Responsibilities 11 Client Roles 11 Project Manager 11 End User Representative 12 System Administrator 12 Technical Support 12 Facility availability 12 Client General Responsibilities 13 Completion Criteria 14 Conditional Project Acceptance 14 Change Control 14 Project Assumptions 15 Project Services Price 16 Professional Services 16 Payment Schedule 16 Budget Notes 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 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 y^44 ' ' '^T~ ~ rr r,_ 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 e rf +a _ 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 y 1; 5 F . { . Fit t~ ~ 4- ~ , . 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. Client Roles and Responsibilities Client Roles 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 I ti • 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. ucl 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. Budget Notes • 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. IKON OFFICE SOLUTIONS, C. P M O Digitally signed by PMO DN.cn=PMO,o IKON Office Solutions, -project "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 CLIENT Name (Print) Location Authorized Signature Ti e D t C Page 19 -