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HomeMy WebLinkAboutIKON Office Solutions - 2009-02-11Name of Contractor: IKON Office Solutions Purpose of Contract: For Example: Audit Services or Water Quality Testing Huntington Lake — Huntington Central Park Maintenance Services for equipment Amount of Contract: $120,000.00 Copy of contract distributed to: The original insurance certificate/waiver distributed ❑ Initiating Dept. to Risk Management ❑ Finance Dept. ❑ ORIGINAL bonds sent to Treasurer ❑ ' �.. Date: 411 410`7 Na a/Exten ion City Attorney's Office G:AttyMisc/Contract Forms/City Clerk Transmittal 1. Date 2. Department: 3. Requested By CITY OF HUNT'ING'TON BEACH Service Agreements Purchasing Certification February 11, 2009 Finance Janet Lockhart 4. Name of Contractor: IKON Office Solutions 5. Amount of Contract: $120,000 per year 6. Are sufficient funds available to fund this contract? Yes X No ❑ 7. Company Number and object code where funds are budgeted: 10035207.64520 8. Is this contract less than $50,000? Yes ❑ No X 9. Does this contract fall within $50,000 and $100,000? Yes No X 10. Is this contract over $100,000? Yes X No 11. Were formal written proposals requested from at least three available qualified firms? Yes ❑ No X If no, explain: Interagency Agreement 12. Attach list of vendors from whom proposals were requested (include name of company, address, contact person, and telephone) 13. Attach proposed scope of work 14. Attach proposed payment schedule. C'2 Department ead Signature RI ARD AMADRIL, Manager Central Services Division 1 I. Services. (a) During the term of this Master Maintenance Agreement ("Agreement"), IKON will provide the maintenance services for the items of equipment at the location(s) identified on a Service Order entered into hereunder ("Services"). As part of such Services, IKON will repair or replace in accordance with the terms and conditions of this Agreement any part of the equipment identified on the Service Order ("Equipment") that becomes unserviceable due to normal usage (other than consumable supplies). Replacement parts will be furnished on an exchange basis and will be new, reconditioned or used. All parts removed due to replacement will become the property of IKON. (b) The Services provided by IKON under this Agreement and each Service Order will not include the following: (i) Repairs resulting from misuse (including without limitation improper voltage or the use of supplies that do not conform to the manufacturer's specifications); (ii) Repairs made necessary by service performed by persons other than IKON representatives; (iii) Service calls or work which the Customer requests to be performed outside of regular business (tours (unless covered under an extended hour service contract); (iv) Removable cassette, copy cabinet, exit trays, or any item not related to the mechanical or electrical operation of the Equipment; (v) Consumable supplies such as paper or staples, unless expressly provided for in the Service Order; (vi) Repairs and/or service calls resulting from attachments not purchased from IKON; (vii) Any software, system support or related connectivity unless specified in writing by IKON; (viii) Parts no longer available from the applicable manufacturer; (ix) Electrical work external to the Equipment, including problems resulting from overloaded or improper circuits; and (x) Charges for installation of the Equipment or de -installation and/or movement of the Equipment from one location to another. Damage to Equipment or parts arising from causes beyond the control of IKON are not covered by this Agreement or any Service Order. IKON may terminate its Service obligations under this Agreement or any Service Order with respect to any item of Equipment that has been modified, damaged, altered or serviced by personnel other than those employed by IKON. Additionally, service necessitated as a result of inadequate key operator involvement, operator caused damage, lack of recommended service, or use of inadequate or incompatible supplies may result in service being rendered on a time -and -material basis in addition to the Charges. 2. Service Calls, Service calls will be made during normal business hours at the installation address shown on the applicable Service Order. Travel and labor -time for the service calls after normal hours, on weekends and on holidays, if and when available, will be charged at overtime rates in effect at the time the service call is made. IKON representatives will not handle, disconnect,or repair unauthorized attachments or components' Customer is responsible for disconnecting and re -connecting unauthorized attachments or components. Customer hereby indemnifies and holds IKON and its employees and representatives harmless for claims and damages to any unauthorized parts, components or accessories resulting from Service requested and performed on Equipment covered by this Agreement. 3. Reconditioning. Reconditioning and similar major overhauls are not covered by this Agreement or any Service Order. If IKON determines that such actions may be necessary as a result of normal wear and tear of materials and age factors caused by normal usage in order to keep the Equipment in working condition, IKON will submit to Customer an estimate of the needed repairs and the cost for such repairs (which costs will be in addition to the charges payable under the applicable Service Order). If the Customer does not authorize such reconditioning, IKON may, at its option: (i) discontinue service of such Equipment under the Rev. 1 /20/09 IKON Agreement 1/20i09 Master Maintenance Agreement No. applicable Service Order and refund any unused portion of the Service Charges (as defined below) applicable to such Equipment, or (ii) refuse to renew such Service Order for such Equipment upon its expiration. After any such termination, IKON will make service available on a "Per Call" basis at IKON'S then -prevailing rates at the time of service. 4. Term. The Services of IKON are to commence as soon as practicable after the execution of both this Agreement and the Service Order by Customer (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided therein. All tasks specified in this Agreement shall be completed no later than three (3) years from the Commencement Date of this Agreement. Each Service Order may be amended if mutually agreed to in writing by Customer and IKON. All work required hereunder shall be performed in a good and workmanlike manner. 5. Service Charges. Service charges ("Service Charges") will be payable by the Customer in advance in accordance with the terms set forth on the applicable Service Order. Customer agrees to pay such Service Charges within ten (10) days of the date of the IKON invoice for such charges. If Customer fails to pay such Service Charges within thirty (30) days of the date of invoice, IKON may assess a late charge of 1.5% per month on any unpaid amounts or the maximum allowed by law, whichever is less. Service Charges will not include any charges for repairs or Service that are otherwise covered by the applicable manufacturer's limited warranty during the period covered by any such warranty, to the extent IKON has agreed with such manufacturer not to charge a customer for any such charges. Customer acknowledges and agrees that: (i) alterations, attachments, specification changes, or use by Customer of sub -standard supplies that cause excessive service calls may require an increase in Service Charges; (ii) the transfer of the Equipment from the location indicated on the applicable Service Order may result in an increase of Service Charges or the termination of the applicable Service Order; and (iii) the Toner Inclusive Program (if applicable) is based on manufacturer supply consumption rates. Delivery of supplies will not exceed agreed upon usage. Consumption of covered supply products varying significantly from expected usage may result in additional charges for supplies. Customer agrees to pay when due, all taxes, where applicable, related to this Agreement and/or any Service Order, excluding taxes on the income of IKON. Service Charges are based on standard 8.5x 1 I images. IKON reserves the right to assess additional images charges for non-standard images, including as I 1 x 17 images. 6. Default. If Customer does not pay all Service Charges or other charges owing under this Agreement or any Service Order, or under any lease or rental agreement with IKON FINANCIAL SERVICES ("IFS") relating to the Equipment, promptly when due, IKON may (i) refuse to further service the Equipment until such default is fully cured, or (ii) furnish Service on a C.O.D. "Per Call" basis at IKON's then -prevailing rates, at the time of Service. Except as expressly permitted by this Agreement, no refund or credit will be given for any early termination of any Service Order or any renewal thereof. If Customer defaults in its obligations hereunder or under any lease or rental agreement relating to the Equipment with IFS, IKON may require Customer to immediately pay to IKON all past due payments under all Service Orders, and the early termination fee described in Section I l below. In the event of a payment default by Customer, Customer agrees to pay IKON all costs and expenses of collection and enforcement of IKON'S rights hereunder, including, but not limited to, reasonable internal and external legal costs, whether or not suit is brought. All remedies hereunder or at law are cumulative; provided, however, that the sole remedy of Customer for any Services not performed in accordance with the Service standards set forth in this Agreement shall be the prompt and proper re -performance of such services at no additional charge. 7. Use Of Recommended Supplies. If the Customer uses other than manufacturer -recommended supplies, including paper, developer, toner, and fuser oil, and if such supplies are defective or not acceptable for use on the Equipment or cause abnormally frequent service calls or service problems, then IKON may, at its option terminate the applicable Service Order with respect to such items of Equipment. If so terminated, Customer will be offered service on a "Per Call" basis at IKON'S then -prevailing rates. It is not a condition of this Agreement that the Customer use only IKON -provided supplies. 8, Meter Readings. Customer agrees to provide IKON true and accurate meter readings monthly and in any reasonable manner requested by IKON, whether via telephone, email or otherwise. If accurate meter readings are not provided on a timely basis, IKON reserves the right to estimate the meter readings from previous meter readings. Appropriate adjustments will be made to subsequent billing cycles following receipt of actual and accurate meter readings. As part of its Services, Customer acknowledges and agrees that IKON may place automatic meter reading units on imaging devices at your location in order to facilitate the timely and efficient collection of accurate meter read data on a monthly, quarterly or annual basis. IKON agrees that such units will be used by IKON solely for such limited purpose. Once transmitted, all meter read data shall become the sole property of IKON and will be utilized for billing purposes. 9. Customer Obligations. Customer agrees to provide a proper place for the use of the Equipment, including electric service as specified by the manufacturer. Customer will provide adequate facilities (at no charge) for use by IKON representatives in connection with the Service of the Equipment hereunder within a reasonable distance of the Equipment. Customer agrees to provide "360 degree" service access to the Equipment. Customer will provide a key operator for the Equipment and will make operators available for instruction in use and care of the Equipment. Unless otherwise agreed upon by IKON in writing or designated in the applicable Service Order, all supplies for use with the Equipment will be provided by the Customer and will be available "on site" for servicing. Customer agrees that any systems utilizing similar supplies must be covered under similar inclusive service programs. 10. Warranty Disclaimer. IKON agrees to perform its Services in a professional manner, consistent with applicable industry standards. IKON is not the manufacturer of any of the software, tools and/or products utilized, installed or connected by IKON in connection with or pursuant to this Agreement or, any Service Order. IKON shall, however, make available to Customer any warranties made to IKON by the manufacturers of such software, tools and/or products, to the extent transferable and without recourse. OTHER THAN THE OBLIGATIONS SET FORTH EXPRESSLY IN THIS AGREEMENT, IKON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES . OF MERCHANTABILITY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE. IKON SHALL NOT BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING OUT OF THE USE OR PERFORMANCE OF THE EQUIPMENT OR THE LOSS OF USE OF THE EQUIPMENT, IKON'S TOTAL AGGREGATE LIABILITY TO CUSTOMER HEREUNDER, IF ANY, SHALL Rev. 1 /20/09 IKON Agreement 1/20/09 Master Maintenance Agreement No. IN NO EVENT EXCEED THE TOTAL OF THE FEES PAID TO IKON HEREUNDER. 11. Early Termination. In order to terminate any Service Order under this Agreement prior to the maturity thereof, Customer must not then be in default and must give IKON at least thirty (30) days prior written notice. 12. Indemnification, Defense, Hold Harmless IKON hereby agrees to protect, defend, indemnify and hold harmless Customer, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all, claims, damages, losses, expenses, judgments, demands defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to IKON'S employees and damage to IKON's property, arising directly or indirectly out of the obligations or operations herein undertaken by IKON, caused in whole or in part by any negligent act or omission of the IKON, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the Customer. IKON will conduct all defense at its sole cost and expense and Customer shall approve selection of IKON's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by IKON. Each Party ("Indemnifying Party") hereby agrees to protect, defend, indemnify and hold harmless the other Indemnifying Party, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all, claims, damages, losses, expenses, judgments, demands defense costs, resulting from death or bodily injury to Indemnifying Party's employees and damage, loss or destruction of Indemnifying Party's tangible property, to the extent, caused in whole or in part by any negligent act or omission of the Indemnifying Party. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by IKON. 13. Workers' Compensation And Employer's Liability Insurance Pursuant to California Labor Code Section 1861, IKON acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation; IKON covenants that it will comply with such provisions prior to commencing performance of the work hereunder. IKON shall obtain and furnish to Customer workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. IKON shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. IKON shall furnish to Customer a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and IKON shall similarly require all subcontractors to waive subrogation. .14. Insurance In addition to the workers' compensation and employer's liability insurance and IKON'S covenant to defend, hold harmless and indemnify Customer, IKON shall obtain and Furnish to Customer, a policy of general public liability insurance, including motor vehicle coverage covering the Agreement. This policy shall indemnify IKON, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out or in connection with the Project, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence. If.. coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars (S1,000,000) for this Agreement. This policy shall name Customer, its officers, elected "or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project shall be deemed excess coverage and that IKON's insurance shall be primary. Under no circumstances shall said above -mentioned insurance contain a self -insured retention, or a "deductible" or any other similar form of limitation qn the required coverage. Is. Certificates Of Insurance; Additional Insured Endorsements Prior to commencing performance of the work hereunder, IKON shall furnish to Customer certificates of insurance subject to approval of the Customer's Attorney evidencing the foregoing insurance coverages as required by this Agreement; the certificates shall: 1. provide the name and policy number of each carrier and policy; 2. state that the policy is currently in force; and 3. promise to provide that such policies will not be canceled or modified without thirty (30) days' prior written notice of Customer. IKON shall maintain the foregoing insurance coverages in force until the work under this Agreement is fully completed and accepted by Customer. 19. Independent Contractor. IKON shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the Customer. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow - Customer to exercise discretion or control over the professional manner in which IKON performs the Services which are the subject matter of this Agreement; however, the Services to be provided by IKON shall be provided in a manner consistent with all applicable standards and regulations governing such Services. IKON shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 20. Confidentiality. If IKON receives from Customer information which is designated in writing to be confidential and/or proprietary, IKON agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means if given orally, visually or by other means must be confirmed promptly in writing as being confidential. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been Rev. I /20/09 IKON Agreement 1/20/09 Master Maintenance Agreement No. disclosed in publicly available sources; (b) is, through no fault of IKON disclosed in a publicly available source; (c) is in rightful possession of IKON without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by IKON without reference to information disclosed by Customer. 21. Conflict Of Interest Clause. IKON covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 22. Assignment. Inasmuch as this Agreement is intended to secure the specialized services of IKON, IKON may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of Customer and any such assignment, transfer, delegation or subcontract without Customer's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit Customer's ability to have any of the services which are the subject to this Agreement performed by Customer personnel or by other contractors retained by Customer. 23., Discrimination. IKON shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities, IKON affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 24. Jurisdiction — Venue. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. IN WITNESS WHEREOF, Customer and IKON have each caused their duly authorized representatives to execute this Agreement. IKON OFFICE SOLUTIONS, INC. By: Name: Title: Date: V 5 CUSTOMER, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California INITIATE APPROVED By. _ Na Title: �- Finance ire for Date: APPROVED AS TO FORM: � 3 N'�j-bS.SHrlti� I �( tCl Title: F`City Attorney Avv �_ a _oc Date: sU ;ty INSURANCE AND INDEMNIFICATION WAIVER tlunn ;,Reach,, MODIFICATION REQUEST 1. Requested by: Janet Lockhart/Jeff Frankel 2. Date: January 26, 2009 3. Name of contractor/permittee: IKON Is�J�� 4. Description of work to be performed: Maintenance Services for copiers 5. Value and length of contract: $115,000 per year/3 year contract 6. Waiver/modification request: See attached modifications requested 7. Reason for request and why it should be granted: See attached for justification 8. Identify the risks to the City in approving this waiver/modification: low D partment 1­14ad Signature Date: APPROVALS Approvals must be obtained in the order listed on this form. Two approvals are required for a request to be granted. Approval from the City Administrator's Office is only required if Risk Management and--thp City Attorney's Office disagree. 1 Risk Management kP proved ElDenied ��,4" Signature Date 2. City Attorney's Office Approved ❑ Denied t� �, `��/l/`-n lrtq Signature bate 3. City Administrator's Office ❑ Approved ❑ Denied Signature Date If approved, the completed waiver/modification request is to be submitted to the City Attorney's Office along with the contract for approval. Once the contract has been approved, this form is to be filed with the Risk Management Division of Administrative Services IKON Waiver Request 1/26/2009 10:20:00 AM I) IKON requests to modify the following clause: Paragraph 12. Indemnification, Defense, Hold Harmless Each Party ("Indemnifying Party") hereby agrees to protect, defend, indemnify and hold harmless the other Indemnifying Party, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all, claims, damages, losses, expenses, judgments, demands defense costs, resulting from death or bodily injury to Indemnifying Party's employees and damage, loss or destruction of Indemnifying Party's tangible property, to the extent, caused in whole or in part by any negligent act or omission of the Indemnifying Party. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by IKON. Justification for Proposed Modification: Revision of the Indemnification provision to reflect the above was negotiated by counsel for IKON and the City Attorney and determined to be in the mutual best interests of both parties. 2) IKON requests to delete the following clause: Paragraph 13. Workers' Compensation And Employer's Liability Insurance IKON shall furnish to Customer a certificate Hof waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and IKON shall similarly require all subcontractors to waive subrogation. Justification for Proposed Modification: Deletion of the obligation to waive subrogation for workers' compensation and employer's liability insurance was negotiated by counsel for IKON and the City Attorney and determined to be in the mutual best interests of both parties. 3) IKON requests to modify the following clause: Paragraph 14. Insurance This policy shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) for this Agreement.' This policy shall include Customer, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project shall be deemed excess coverage and that IKON's insurance shall be primary. DATE(MM/DD/YYYY) LIAR,02/03/2009 � ��ACO M CERTIFICA �� PRODUCER Aon Risk Services Central, Inc. Philadelphia PA Office THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS One Liberty Place CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE 1650 Market Street COVERAGE AFFORDED BY THE POLICIES BELOW. Suite 1000 INSURERS AFFORDING COVERAGE NAIC # Philadelphia PA 19103 USA PHONE- 866 283-7122 FAX- 847 953-5390 INSURED INSURER A: Liberty Mutual Fire Ins co 23035 IKON Office solutions, Inc. Its subsidiaries and Divisions INSURER B. Liberty Insurance Corporation 42404 INSURER Liberty Mutual Insurance Co. 23043 PO Box 834 Valley Forge PA 19482-0834 USA INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED INSR LTR ADDT INSRD TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE(MM\DD\YY) POLICY EXPIRATION DATE(MM\DD\YY) LIMITS A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY TB2-631-004074-528 04/01/08 04/01/09 EACH OCCURRENCE $2,000,000 DAMAGE TO RENTED $2,000,000 CLAIMS MADE ©OCCUR P PREMISES (Ea occurence) M D E7 P Any one person PERSONAL & ADV INJURY $2,000,000 P GENERAL AGGREGATE $4,000,000 GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $4,000,000 ❑X POLICY ❑ E ❑ LOC - - A AUTOMOBILE LIABILITY X ANY AUTO AS2-631-004074-538 04/01/08 04/01/09 COMBINED SINGLE LIMIT (Ea accident) $2,000,000 BODILY INJURY ( Per person) ALL OWNED AUTOS SCHEDULED AUTOS A �� L'1� .f1 yy�� ppi�gq ®HV4d X HIRED AUTOS X NON OWNED AUTOS 'p �y -,pvBODILY F C&3 , Ci� AZ'uk- �/ �'/ 7 URY (Parr accident) PROPERTY DAMAGE (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT ANY AUTO _ - - OTHER THAN EA ACC ® AUTO ONLY : AGG EXCESS /UMBRELLA LIABH,ITY EACH OCCURRENCE ❑ OCCUR ❑ CLAIMS MADE AGGREGATE DEDUCTIBLE RETENTION B B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY WA - D- - WC7-631-004041-098 04/01/08 04/01/09 X WC STATU- TOLIMITS OTH- FR E.L. EACH ACCIDENT $2,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED'? E.L. DISEASE -EA EMPLOYEE $2,000,000 If yes, describe under SPECIAL PROVISIONS E.L. DISEASE -POLICY LIMIT $2,000,000 below B C OTHER Excess WC EW7-63N-004074-298 FL, GA, NC & OH EW1-63N-004074-308 TN Only 04/01/08 04/01/08 04/01/09 EL Each Accident $2,000,000 EL Disease - Policy $2,000,000 EL Disease - Ea Empl $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS City of Huntington Beach, its elected or appointed officials, agents, officers, employees and volunteers are included as Additional Insureds as required by written contract, but only in accordance with policy terms, conditions and exclusions as their interest may appear, cElkTIFICATE H LD , ...: N ELLATI N �'` - City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION 2000 Main street DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR OR TO MAIL PO Box 190 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Huntinigton Beach CA 92648 USA QE POW KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES, AUTHORIZED REPRESENTATIVE ,rHLS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLkNKETADDITIONA.L, INSURED TI» s endorsemenr modifies insurance provided under the following CO,%&titERCLNL GENEPLU. LIABILITY COVERAGE FORM SECTION II � WHO IS AN INSURED is amended to include as ;i4 insured ant' person or organization for whom coo have; agreed ur wriong to provide bab lity insurance. Bur. The insurance provided by this amendment: 1. .Applies only to " bodiy injun_•" and "property damage" ari5ung out of (a) "tour %cork" or (b) prerrses or other property ovt•ned by or renred to you; ippbes only to coverage and minimum limits of insunince. required by the written ogreement, but rn no event exceeds either the wopc of coy Crag- of the Irrnrt5 of uisutance. pror,ded be this policy, and 3. Does riot apply to any person or organization for whom you have prricured separare Lability' insurance while such insurance is in effect, regurdkss of whether the scope of coverage or limits of insurance of this policy exceed those of such other insurance or whether such ocher insurance is valid and collectible. The following provisions also apply: 1, Where the applicable %vritrcn agreement requires the insured to provide Lability, insurance on a primary, excess, contingent, or any other basis, this policy %viA apply solely on the basis required by such written agreement and Item 4. Other Insurance of SECTION IV of this policy will not apply. "_. Whum the applicable written agreement does not specify on what basis the liability• insurance will apply, dic provisions of Item 4. Other Insurance of SECTION IV of this policy will govern. 3 This endorsement shall not apply to any person of organization for any "bodily injury" or "property damage" if any other additional insured endorsement on this policy applies to thnr person or organization with regard to the "bodily injury' or "property damage" 4. If any other additional insured endorsement applies to any person or organization and you are obCigared under a written agreemenr to provide liability insurance on a primary, excess, contingent, or any other basis for that additional insured, this policy will apply solely on the basis required by such written agreement and Item 4. Other Insurance of SECTION TV of this policy will not apply, regardless of whether the person or organization has available other valid and collectible insurance. If the appicable written agreement does not specify on what basis the Uability insurance will apply, the provisions of Item 4. Other Insurance of SECTION TV of this policy %,•ill govem. I -Ns mdoaemtnt is ezeaued by the LIBERTY MUTUAL FIRE INSURANCE COMPANY Prerruum 5 Ufma- Dace 4/1/2008 Espinuon Date 4/1/2009 TB2-631-004074-528 :ludic Bash —� Issued To City of Huntington Beach, its elected or appointed officials, agents, officers employees, and volunteers ' �A P,I 7-Z� 11 SECRET'AR% rRestuE.N-r :\uthanttd R:ortrnr u.< Issurd Stiles 06,cc and `+u. Iind..)cnal No. 19 LN 20 0106 03 Above named certificate holder is an additional insured for liability incurred for services provided by IKON Office Solutions while on the premises. 0 �, (,�,�, '. •9,�ci� Document Efficiency At Work' CA )4 ` & it MASTER MAINTENANCE AND SALE AGREEMENT This Agreement sets forth the specific terms and conditions under which IKON agrees to sell the speck products identified on a Sales Order (defined below) entered into hereunder (" Products') and/or provide maintenance services for the specific items of equipment identified on a Service Order (defined below) entered into hereunder ("Services") to Customer from time to time. Either party may terminate the "master" arrangement contemplated by this Agreement at any time upon prior written notice to the other. Termination of this Agreement shall not, however, alter or otherwise modify the rights or obligations of the parties with respect to any Sales Order or Service Order placed and accepted prior to such termination. The following terms shall apply to all Service transactions: i. Services (a) In order to obtain Services from IKON hereunder, Customer will either (i) execute a Service Order (in a form to be provided and executed by IKON) referencing this Agreement, or (n) issue a valid and signed purchase order to IKON (each referred to in this Agreement as a "Service Order"). Each Service Order must identify the specific equipment to be serviced, the term of the Service engagement, the location at which Services shall be performed and the applicable Service charges for such order. IKON will not be responsible to provide services for equipment, for terms or locations not identified on the Service Order accepted by IKON. (b) As part of its Services, IKON will repair or replace in accordance with the terms and conditions of this Agreement any part of the serviced equipment that becomes unserviceable due to normal usage (other than consumable supplies). Replacement parts will be furnished on an exchange basis and ,will be new, reconditioned or used. All parts removed due to replacement will become the property of IKON. (c) The Services provided by IKON under a Service Order will not include the following: (i) repairs resulting from misuse (including without limitation improper voltage or the use of supplies that do not conform to the manufacturer's specifications); (ii) repairs made necessary by service performed by persons other than IKON representatives; (iii) service calls or work which the Customer requests to be performed outside of regular IKON business hours (unless covered under an extended hour service contract) and Service calls or work which the Customer requests to be performed on IKON holidays; (iv) removable cassette, copy cabinet, exit trays, or any item not related to the mechanical or electrical operation of the serviced equipment (v) consumable supplies such as paper or staples, unless expressly provided for in the Service Order, (vi) repairs and/or service calls resulting from attachments not purchased from IKON; (vii) any software, system support or related connectivity unless specified in writing by IKON; (viii) parts no longer available from the applicable manufacturer, (ix) electrical work external to the serviced equipment, including problems resulting from overloaded or improper circuits, and (x) installation or de -installation and/or movement of the serviced equipment from one location to another unless specified in writing by IKON. Damage to serviced equipment or parts arising from causes beyond the control of IKON are not covered by this Agreement or any Service Order. IKON may terminate its Service obligations under this Agreement and/or any Service Order with respect to any item of serviced equipment that has been modified, damaged, altered or serviced by personnel other than those employed by IKON. Additionally, service necessitated as a result of inadequate key operator involvement, operator caused damage, lack of recommended service, or use of inadequate or incompatible supplies may result in Service being rendered on a time -and -material basis in addition to the Service Charges, 2. Service Calls. Service calls will be made during normal business hours at the installation address shown on the applicable Service Order. Service does not include coverage on IKON holidays. Travel and labor -time for the service calls after normal hours, on weekends and on holidays, if and when available and only in the event and to the extent that IKON agrees to provide such non-standard coverage, will be charged at overtime rates in effect at the time the service call is made. IKON representatives will not handle, disconnect or repair unauthorized attachments or components. Customer is responsible for disconnecting and re -connecting unauthorized attachments or components. Customer shall hold IKON and its employees and representatives harmless from and against damages to any unauthorized parts, components or accessories as well as any claims arising therefrom. 3. Reconditioning. Reconditioning and similar major overhauls may be covered by applicable manufacturer warranties, but are not covered by this Agreement or any Service Order. If IKON detemlines that such actions may be necessary as a result of normal wear and tear of materials and age factors caused by normal usage in order to keep the serviced equipment in working condition, IKON will submit to Customer an estimate of the needed repairs and the cost for such repairs (which costs will be in addition to the charges payable under the applicable Service Order). 4. Term. Each Service Order shall become effective on the effective date of the Service Order and shall continue for the term identified in the Service Order. At the expiration of the initial term or any extended term of any Service Order, it will automatically, subject to applicable law and without further 'ction required by either party, renew for an additional twelve (12) month period, provided that the Customer is not then in default and subject to applicable w. The contracted rate will be adjusted to IKON's then -prevailing rates, to be reflected in an automatic increase as of the renewal date, and Customer expressly consents to such adjustment without additional notice. Rev. - 4110/08 1 ®II "Nl.�.f�R II II 5. Service Charges. (a) Service charges ("Service Charges"), will be set forth on the Service Order and will be payable by the Customer in advance. Service Charges will not include any charges for repairs or Service that are otherwise covered by the applicable manufacturer's limited warranty during the period covered by any such warranty, to the extent IKON has agreed with such manufacturer not to charge a customer for any such charges. Customer acknowledges and agrees that: (i) alterations, attachments, specification changes, or use by Customer of sub -standard supplies that cause excessive service calls may require an increase in Service Charges; (ii) the transfer of the serviced equipment from the location indicated on the applicable Service Order may result in an increase of Service Charges or the termination of the applicable Service Order, and (iii) the Toner Inclusive Program (if applicable) is based on manufacturer supply consumption rates. Delivery of supplies will not exceed agreed upon usage. Consumption of covered supply products varying significantly from expected usage may result in additional charges for supplies. Customer agrees to pay when due, all taxes, where applicable, related to this Agreement and/or any Service Order, excluding taxes on the income of IKON. Customer shall be responsible for any costs related to freight (including fuel surcharges, which may be imposed from time to time), postage/mailing expense (meter rentals) and/or administrative and processing fees and, to the extent IKON pays such costs, Customer shall immediately reimburse IKON. (b) Service Charges are based on standard 9.5x11 images. IKON reserves the right to assess additional images charges for non-standard images, including l 1 xl7 images. Customer acknowledges that pricing is based on the prevailing rates at the time of the contract. Unless otherwise expressly agreed to in writing, if the term of any Service Order exceeds 12 months, the Periodic Service Charges and the Cost of Additional Images may be increased by IKON up to 10% annually for each year beyond the initial 12-month period, and Customer expressly consents to such adjustment without -additional notice. 6. Default. If Customer does not pay all Service Charges or other charges owing under this Agreement or any Service Order promptly when due, IKON may (i) refuse to further service the serviced equipment until such default is My cured, or (ii) furnish Service on a C.O.D. "Per Cali" basis at IKON's then -prevailing rates, at the time of Service. Except as expressly permitted by this Agreement, no refund or credit will be given for any early termination of any Service Order or any renewal thereof. If Customer defaults in its obligations hereunder, IKON may, in addition to any other remedies available at law or equity, require Customer to immediately pay to IKON all past due payments under all Service Orders, and the early termination fee described in Section 10 below. 7. Use Of Recommended Supplies,• Meter Readinos. (a) If the Customer uses other than manufacturer -recommended supplies, including paper, developer, toner, and fuser oil, and if such supplies are defective or not acceptable for use on the serviced equipment or cause abnormally frequent service calls or service problems, then IKON may, at its option, assess a surcharge or terminate the applicable Service Order with respect to such items of serviced equipment If so tenninated, Customer will be offered service on a "Per Call" basis at IKONS then -prevailing rates. It is not a condition of this Agreement that the Customer use only IKON -provided supplies. (b) If IKON determines that Customer has used more than the manufacturer's recommended specifications for supplies provided by IKON, Customer will pay reasonable charges for those excess supplies and/or IKON may refuse additional supply shipments. Customer agrees to provide IKON true and accurate meter readings monthly and in any reasonable manner requested by IKON, whether via telephone, email or otherwise. If accurate meter readings are not provided on a timely basis, IKON reserves the right to estimate the meter readings from previous meter readings and Customer agrees to pay Service Charges based on such estimated meter reads. Appropriate adjustments will be made to subsequent billing cycles following receipt of actual and accurate 'nter readings_ As part of its Services, Customer acknowledges and agrees that IKON may place automatic meter reading units on imaging devices at your 'location in order to facilitate the timely and efficient collection of accurate meter read data on a monthly, quarterly or annual basis. IKON agrees that such units will be used by IKON solely for such limited purpose. Once transmitted, all meter read data shall become the sole property of IKON and will be utilized for billing purposes. 8. Basic Connectivity Services. If any software, system support or related connectivity services are specifically set forth on a Service Order and accepted by IKON, IKON shall provide any such services at the Customer location set forth in the Services Order, as applicable, or on a remote basis. Customer shall provide IKON with such access to its facilities, networks and systems as may be reasonably necessary for IKON to perform such services. Customer acknowledges that IKONs performance of any such services is dependent upon Customer's timely and effective performance of its responsibilities as set forth in the Service Order, as applicable. Unless connectivity services are specifically identified in the Service Order as part of the services to be performed by IKON, IKON shall have no obligation to perform and no responsibility for the connection of any hardware or software to any Customer network or system. 9. Customer Obligations. Customer agrees to provide a proper place for the use of the serviced equipment, including electric service as specified by the manufacturer. Customer will provide adequate facilities (at no charge) for use by IKON representatives in connection with the Service of the serviced equipment hereunder within a reasonable distance of the serviced equipment Customer agrees to provide "360 degree" service access to the serviced equipment Customer will provide a key operator for the serviced equipment and will make operators available for instruction in use and care of the serviced equipment Unless otherwise agreed upon by IKON in writing or designated in the applicable Service Order, all supplies for use with the serviced equipment will be provided by the Customer and will be available "on site" for servicing. Customer agrees that any systems utilizing similar supplies must be covered under similar inclusive service programs. 10. Early Termination. Customer may terminate any Service Order under this Agreement prior to its maturity so long as Customer is not then in default and provides IKON at least thirty (30) days prior written notice.For each Service Order having an initial term of at least 36 months, Customer shall pay to IKON, as liquidated damages and not as a penalty, the following early termination fee: (i) if the termination occurs in months 1 through 12 of the tern of such Service Order, an amount equal to 12 tunes the base monthly Service Charge payable under such Service Order, (ii) if the termination occurs in months 13 through 24, an amount equal to 9 times the base monthly Service Charge; and (iii) if the termination occurs anytime after the 24th month, an amount equal to the lesser of 6 times the base monthly Service Charge or the number of months remaining under the then current term of such Service Order. For each Service Order having an initial term of less than 36 months, Customer shall pay to IKON, as liquidated damages and not as a penalty, an early termination fee equal to the lesser of 6 times the base monthly Service Charge or the number of months remaining under the initial term of such Service Order. J Rev. - 4l10/08 11. Insurance. At all times during the term of this Agreement, each party agrees to obtain and maintain in effect the following insurance coverages: (a) Each party shall maintain Workers' Compensation Insurance for all such party's employees, including coverage under the applicable State and Federal Laws where the work will be performed Each party shall also require that all of its subcontractors maintain similar Workers' Compensation coverage. (b) Each ;many shall maintain Employer's Liability Insurance, typically coverage B of the Workers' Compensation policy, with limits of a minimum of (I)$1,000,000 for each accident for bodily injury by accident, (ii) $1,000,000 for bodily injury by disease, and (iii) $1,000,000 for each employee for bodily injury by disease. Each party shall also require that all of its subcontractors maintain similar Employer's Liability coverage. (c) Each party shall maintain General Liability Insurance that includes the other party as an additional insured Limits shall be a minimum of: $1,000,000 per occurrence for bodily injury and property damage and (d) $2,000,000 annual aggregate. Coverage shall include those perils generally associated with a commercial general liability policy and specifically include contractual liability coverage. Coverage shall contain no exclusions for cross liability between insureds. Each party shall also require that all of its subcontractors maintain similar general liability insurance. The following terms shall apply to all Product sale transactions: 12. Order, Delivery and Acceptance. In order to purchase Products from IKON hereunder, Customer will either (i) execute a Sales Order (in a form to be provided and executed by IKON) referencing this Agreement, or (ii) issue a valid and signed purchase order to IKON (each referred to in this Agreement as a "Sales Order"). Each Sales Order must identify the Products, the Product delivery location and the applicable Product charges for such order. IKON will not be obligated to sell or deliver Products for which such information is not provided in a Sales Order accepted by IKON. Unless otherwise agreed upon by both parties in writing, (a) delivery of Products to common carrier or, in the case of an arranged delivery by a local IKON installation vehicle, actual delivery by such vehicle to Customer shipping point, shall constitute delivery to Customer, and (b) Customer shall be responsible for all installation, transportation and rigging expenses. Customer agrees to confnm delivery of all Products covered by this Agreement when the same is delivered by signing a delivery and acceptance certificate or written delivery acknowledgement. Orders shall not be cancelable by the Customer following acceptance by IKON. IKON reserves the right to make Product deliveries in installments. All such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Customer of its obligation to accept remaining installments and remit payments as invoiced by IKON. IKON reserves the right at any time to revoke any credit extended to Customer because of Customer's failure to pay for any Products when due or for any other credit reason. 13. Returns;.IDamayed Products. No Products may be returned without IKON's prior written consent. Only consumable goods invoiced within sixty days will be considered for return. On authorized returns, Customer agrees to pay a restocking charge equivalent to 30% of the purchase price. Merchandise returned without written authorization may not be accepted at the receiving dock and is the sole responsibility of the Customer. All nonsaleable merchandise (that has been opened or partially used) will be deducted from any credit due to the Customer. All claims for damaged Products or delay in delivery shall be deemed waived unless made in writing, delivered to IKON within five days after receipt of Products. lThe following terms shall apply to the 11KONPiusPak Program: 14. IKON PlusPak Program. For eligible equipment (as determined by IKON from time to time), Customer may elect to obtain Services by participating in the IKON P1usPak Program. To participate, Customer must purchase an IKON PlusPak for the desired item of equipment by executing either a Sales Order or a Service Order indicating a PlusPak purchase and the specific item of eligible equipment for which coverage is desired. Participation in the PlusPak Program shall commence following payment for the PlusPak and entitles Customer to receive (a) one (1) toner cartridge for the item of equipmenl covered by the PlusPak, and (b) Services for such item of equipment until PlusPak coverage terminates. Participation in the PlusPak program is vohmntaiy and Customer may terminate PlusPak coverage at any time upon thirty (30) days prior written notice to IKON. PlusPak coverage shall terminate automatically upon the fist to occur of (x) consumption of the PlusPak toner cartridge, (y) purhase by Customer of a non-PlusPak toner cartridge, or (z) three (3) yemrs from the date of PlusPak purchase. By participating in the PlusPak Program, Customer acknowledges and agrees that IKON shall have no obligation to provide Service or refund PlusPak payments following termination of PlusPak coverage for any reason. In order to obtain Service following termination of coverage, Customer may purchase additional PlusPaks, or purchase Services on a time -and -materials basis at IKONs then -prevailing rates and in accomrla e with the terms and conditions of this Agreement. PlusPak purchase prices are non-refundable and are due and payable following delivery of Pluws.t'ak consumables. All of the terms and conditions of this Agreement shall apply to PlusPak transactions, excluding those set forth in Sections 4, 5b, 7b and lob. lu the event of a conflict between the terms and conditions of this Section and those set forth in any other Section of this Agreement, the terms and conditions o1 this Section shall control. The following terms shall apply to all transactions: 15. Warranty. IKON agrees to perform its Services in a professional manner, consistent with applicable industry standards. IKON is riot tllet manufacturer of any of the Products. However, in connection with any Product sale, IKON shall transfer to Customer any Product warranties made by thc, applicable Product manufacturer, to the extent transferable and without recourse. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IKON DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER, INCLUDING BUV NOb° LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE. 1Kt)N SHALL NOT BE RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR ANY DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAC'YES, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING OUT OF THE USE OR PERFORMANCE OF THE EQUIPMENT OR THE LOSS (T. USE OF THE EQUIPMENT. IKONS TOTAL AGGREGATE LIABILITY TO CUSTOMER, IF ANY, UNDER ANY SALES ORDER OR SERVICE; O15'te? -RI SHALL IN NO EVENT EXCEED THE TOTAL FEES PAID TO IKON THEREUNDER IN NO EVENT SHALL IKON BE LIABLE TO CT t,9M FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF THE SOFTWARE, INCLUDING, BUT NOT LIMI`IFD 'T'O, 3�083 OF DATA, OR DELAY OF DELIVERY OF SERVICES UNDER THIS AGREEMENT. IKON ASSUMES NO OBLIGATION TO PROVTDE O INSTALL ANY ANTI -VIRUS OR SIMILAR SOFTWARE AND THE SCOPE OF SERVICES CONTEMPLATED HEREBY DOES NOT TXCT :+ F S, Y SUCH SERVICES. Customer must comply with any applicable license agreement or license terms relating to intangible property or associaed s .' C'! included in any Products, such as periodic software licenses and/or prepaid data base subscription rights ("Software License"), whether pursviiit zo o ;. t�n+, click -through, shrink-wrap or other agreements for such purpose, with the supplier of the Software ("Software Supplier"). IKON has no right, 'ti dt, or iulk dmst in any Software. Customer is solely responsible for entering into Software Licenses with the applicable Software Supplier. Rev. - 4.'10/08 16. Ricoh Desktop Printer Warranty. Any Services under this Agreement for Ricoh Desktop Printers (which may, in some circumstances, be identified by the designation "[DSj" on the Service Order) are provided exclusively under the terms of the One (1) Year Manufacturers Warranty provided with such Ricoh Desktop Printers and are subject to the terms and conditions set forth therein. 17. Payment• Risk of Loss: Taxes. Payment terms are net ten (10) days. If invoices are unpaid and overdue, Customer agrees to pay IKON a late charge of 1.5% per month on any unpaid amounts or the maximum allowed by law, whichever is less, and in addition shall pay IKON all costs and expenses of collection, or in the enforcement of IKONs rights hereunder, including, but not limited to, reasonable internal and external legal costs, whether or not suit is brought. All remedies hereunder or at law are cumulative; provided, however, that the sole remedy of Customer for any Services not performed in accordance with the Service standards set forth in this Agreement shall be the prompt and proper re -performance of such services at no additional charge. Unless otherwise agreed upon by both parties in writing, Customer assumes all risk of theft, loss or damage, no matter how occasioned, to all Products covered by this Agreement following delivery by IKON to common carrier or, in the case of an arranged delivery by a local IKON installation vehicle, delivery by such vehicle to Customer shipping point Except to the extent of any applicable and validated exemption, Customer agrees to pay any applicable taxes that are levied on or payable as a result of the use, sale, possession or ownership of the Products and/or Services covered hereunder, other than income taxes of IKON. 18. Asdament: Force Majeure. Customer shall neither assign any right or interest arising under this Agreement nor delegate any obligations hereunder without the prior written consent of IKON. Any such attempted assignment or delegation shall be void IKON shall not be liable for failure to deliver or delays in delivery or Products or Senzces occasioned by causes beyond IKONS control, including without limitation strikes, lockout, fires, embargoes, war or other outbreak of hostilities, inability to obtain materials or shipping space, receipt of orders in excess of IKONs or its suppliers then - scheduled production capacity, machinery breakdowns, delays of carrier or suppliers, governmental acts and regulations or other causes beyond IKONS control. 19. GovemLmag Law: Entire Agreement. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania. The parties hereto also agree to submit to the non-exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania to resolve any action under this Agreement. This Agreement constitutes the entire agreement between the parties and may not be amended except in writing signed by an officer or authorized representative of IKON. All Sales Orders and Service Orders shall be governed solely by the terms and conditions of this Agreement, notwithstanding the inclusion of any additional or different terms and conditions in any order document of any kind issued by Customer at any time. PURCHASE ORDERS ISSUED BY CUSTOMER FOR PRODUCTS AND/OR SERVICES FROM TKON, EVEN IF THEY DO NOT EXPRESSLY REFERENCE OR INCORPORATE THIS AGREEMENT, SHALL BE SUBJECT TO THIS AGREEMENT AND SERVE ONLY TO IDENTIFY'THE, PRODUCTS AND/OR SERVICES ORDERED AND SHALL NOT BE DEEMED TO ALTER OR OTHERWISE MODIFY THE TERMS AND CONDITIONS OF THIS AGREEMENT. The delay or failure of either party to enforce at any time any of the provisions of this Agreement shall in no Kay be construed to be a waiver of such provision or affect the right of such party thereafter to enforce each and every provision of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, this Agreement shall be construed as though it did not contain the particular provision held to be invalid or unenforceable. IKON may accept or reject any order in the exercise of its discretion and may rely upon each order submitted by Customer as a binding commitment No local, general or trade custom or usage or course of prior dealings between the parties shall be relevant to supplement or explain any term used herein. This Agreement and any Sales Orders or Service Orders may be executed in one or more counterparts which, taken together, shall constitute one and the same original document. Any notices required under this agreement should be sent to: IKON Office Solutions, Inc., 3920 Arkwright Road Macon, GA 31210. Attention: IKON Quality Assurance Department Rev. - V10/08 Page 1 of 1 Esparza, Patty From: Lockhart, Janet Sent: Thursday, February 26, 2009 11:26 AM To: Esparza, Patty Subject: Response to Your Questions on IKON Agreement Hi Patty, Got your voice mail about the IKON agreement. Here are my answers to your questions with regard to this agreement: 1. Effective Date Master Maintenance Agreement is left blank: We don't assign numbers to Master Maintenance Agreements. That number is probably included in the agreement for IKON'S internal purpose. At this point, we have not started assigning contract numbers to maintenance agreements. We probably will start doing so in the future once the AR for service agreements has been finalized. 2. Effective Date of the agreement is 2/11/09, which is when Paul D'Alessandro signed the agreement. 3. Name of authorized signers left blank: Next time, we'll make sure the names are printed. Please note that the agreement is already executed and mailed to the contractor. It just needs to be filed in the City Clerk's office. Janet Lockhart Senior Administrative Analyst City of Huntington Beach - Central Services Division Phone: 714-536-5506 FAX.- 714-374-1530 2/26/2009