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IKON Office Solutions - 2011-06-20
7,,-I�b 01 Council/Agency Meeting Held:_ Deferred/Continued to: %App ved ❑ Conditionally Approved ❑ Denied Cit le k' Sign re Council Meeting Date: June 20, 2011 Department ID Number: FN 11-009 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Lori Ann Farrell, Director of Finance SUBJECT: Approve plan to outsource reprographic services and combine mail room management under a single vendor and authorize the City Manager to execute a five-year agreement with IKON Office Solutions Inc., a Ricoh Company, to manage citywide reprographic and mail management services Statement of Issue: To achieve cost savings in the City's General Fund and to obtain greater cost efficiencies in the provision of City services, the Adopted Fiscal Year 2010/2011 Budget reflected the outsourcing of citywide reprographic services to a third party vendor. Approval is requested to award a five-year contract for reprographic services to IKON Office Solutions (IKON) in an annual amount not to exceed $145,000. Additionally, the City's current contract for mail management operations expires September 14, 2011, and the City will require continued citywide mail management operations going forward. Approval is also requested to award a five-year mail management contract to IKON effective October 1, 2011, in an annual amount not to exceed $45,000, resulting in a combined annual contract for both reprographic and mail operations services in an amount not to exceed $190,000. Financial Impact: Sufficient appropriations are budgeted in account 10035206.69355 in the Finance Department to support the cost of the combined annual contract. Recommended Action: Motion to: Approve and authorize the City Manager to execute a five-year "Master Service Agreement" between the City of Huntington Beach and IKON Office Solutions, Inc., A Ricoh Company, for citywide reprographic and mail management services. Alternative Action(s): Do not approve the agreement and direct staff accordingly. 1113 -12 - Item 8. - I REQUEST FOR COUNCIL ACTION MEETING DATE: 6/20/2011 DEPARTMENT ID NUMBER: FN 11-009 Analysis: In August 2010, the Finance Department was notified that two employees working in the Print Shop would be retiring on September 30, 2010. A Request for Proposals (RFP) was issued on August 26, 2010, to vendors providing reprographic services. The city received proposals from five (5) firms with itemized pricing for various document copies and color print jobs. All proposals were reviewed and evaluated by a committee of select city staff. The Adopted Fiscal Year 2010/11 Budget for the Finance Department reflected the reduction of two full-time employees in the City's Print Shop with subsequent outsourcing of the internal print, copy, and reprographic services to an outside vendor. As a result of ongoing expenditure reductions and an increased focus on more sustainable practices, volume in the print shop has declined significantly over the past several years. Due to this decreased activity, it was determined that the print shop could be outsourced and function with reduced work hours. Based on the committee's review and evaluation of submitted proposals, IKON Office Solutions (IKON) was determined to best meet the requirements of the RFP and the needs of the City. In order to provide citywide print and copy services, the Finance Department recommends contracting with IKON to provide reprographic services as a primary supplier with secondary vendors available if needed for contingencies and specialty print requests. The term of this agreement will be for five years with a 30-day cancellation notice. Copies and print jobs will be ordered by the various departments on an as -needed basis, with no implied or guaranteed minimum orders. In addition, the City's current contract for mail management services is due to expire on September 14, 2011. By utilizing a U.S. Communities Co-operative Agreement with Ikon Office Solutions for mail management services, the City has the unique opportunity to consolidate both reprographic and mail management services under one contract and potentially save approximately $20,400 annually in mail operations costs alone. The annual savings from consolidating mail management services, reprographic services, and copier fleet management is estimated at $116,350 as outlined below. The City owns most of the equipment in use in the reprographics shop with one color copier currently on a month -to -month lease. Finance Staff has negotiated the termination of this lease once the tra;,sitioJ.n to outsourcing begins. The proposed agreement with IKON includes a provision that will allow this color copier to remain on -site as the property of IKON; to be used by IKON staff. IKON will assume financial responsibility of the color copier. Below is a summary of proposed fees and current expenditures, with potential savings shown: Service Current Expenditure Proposed Expenditure Potential Savings Mail Management Services $5,400 $3,700 $1,700 Reprographic Labor, Supplies and 3` party projects $19,950 $11,954 $7,996 MONTHLY TOTALS $25,350 $15,654 $9,696 ANNUAL TOTALS $304,200 $187,848 $116,352 Item 8. - 2 11 B - 122 - REQUEST FOR COUNCIL ACTION MEETING DATE: 6/2012011 DEPARTMENT ID NUMBER: FN 11-009 Staff recommends awarding this contract to IKON Office Solutions, Inc., a Ricoh Company, to provide reprographic, mail management, and copier maintenance services to City departments. Funding is contained in the Finance Department's FY 2010-11 Adopted Budget. Citywide mail operations, reprographic and copier maintenance expenditures will be closely monitored to help ensure projected savings can be achieved, thereby potentially reducing future costs. Environmental Status: Not Applicable Strategic Plan Goal: Maintain financial viability and our reserves. Attachment(s): 1. 1"Master Service Agreement" between the City of Huntington Beach and IKON Office Solutions, Inc., A Ricoh Company t I B -123- Item 8. - 3 ATTACHMENT #1 Document Efficiency AtWork' A RICOH COMPANY MASTER SERVICE AGREEMENT Customer: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648-2702 THIS MASTER SERVICE AGREEMENT ("Agreement") is made by and between IKON Office Solutions, Inc. ("IKON"), with its principal place of business at 70 Valley Stream Parkway, Malvern, PA 19355-1453 and the customer listed above ("Customer"). This Agreement shall be effective from the day of 1114- / 20_�/ and shall remain in effect for so long as any current or renewal term of any service order (a "Service Order") executed by IKON and Customer remains in effect. Any expiration or earlier termination of this Agreement shall not, however, be deemed to terminate, alter or otherwise modify the term of any Service Order entered into by the parties, which shall remain in effect in accordance with its terms. 1. Services. IKON and/or its subsidiary companies will provide Customer and/or its subsidiary and associated companies with the services more particularly described in Exhibit A of a Service Order (collectively, "Services") at the Customer location(s) (each a "Center") identified in a Service Order. In order to obtain Services from IKON hereunder, Customer and IKON will execute a Service Order in the form attached as Schedule 1 to this Agreement. 2. Personnel. IKON will provide the personnel as listed in Exhibit A of a Service Order ("Personnel") to perform Services and to operate at each Center. Personnel shall at all times be the employees of IKON, and IKON shall be solely responsible for the supervision, daily direction and control of such Personnel. IKON shall have the right to remove, reassign, or take any other employment -related action with respect to any of its Personnel furnished pursuant to this Agreement. In the event of such removal or reassignment, IKON will furnish a replacement. In addition, IKON shall be responsible for payment of all compensation, benefits and employer taxes relating to such Personnel (including workers' compensation and disability). IKON reserves the right to hire temporary employees or subcontractors, if the circumstances require, in order to operate at any Center or to accommodate special requests from Customer. The parties do not hereby intend to enter into a partnership or joint venture, to become agents of one another or to have their respective personnel become agents of the other, and the relationship between IKON and Customer shall at all times be that of independent contractors. 3. Removal of Personnel. Should Customer determine that any Personnel are not performing in accordance with the requirements of this Agreement, Customer shall provide IKON with written notice of such failure. Within five (5) business days of IKON'S receipt of such notice, and in accordance with IKON policy and procedure, IKON shall remedy the deficiency with the Personnel in question. Notwithstanding, if Customer believes that an action of Personnel warrants immediate action by IKON, Customer shall contact IKON and provide IKON in writing with the reason for requesting such immediate action. Customer may not request that IKON take action because of race, religion, gender, age, disability, or any other legally -prohibited basis under federal, state or local law. 4. Prohibition on Hiring. Either during any IKON Personnel's assignment to Customer or within six (6) months after the completion of such an assignment, should Customer hire or otherwise employ any Personnel in any manner whatsoever to perform services similar to those Services provided to Customer hereunder or have any Personnel provide such services through a third party, then Customer shall pay IKON, as a one-time placement fee as compensation for the screening, hiring and training costs incurred by IKON with respect to the replacement of each such Personnel, a sum equal to six (6) months' salary for each such Personnel Customer hires, engages or otherwise employs (but in no event more than $20,000 for each such Personnel). 5. Space, Utilities and Office Supplies. (a) Customer will provide adequate space for operation of Copy Center Services and will provide for the preparation of the designated space in its facility for the Copy Center(s), including any electrical work required for installation or operation of all equipment required under this Agreement. (b) Customer will provide adequate electrical service, telephone service, custodial service, air ventilation, heating and cooling systems for each Copy Center and any IKON Non -Leased Equipment and/or Customer Equipment (as defined in Sections 6 and 7 below) and will provide the access needed for equipment maintenance, repair, installation and removal. (c) To operate the Copy Center(s), Customer shall provide (i) the office supplies (such as paper clips, staples, staplers, tape, etc.); and (ii) the office equipment (such as desks, shelves, telephones, file cabinets, table and chairs) that Customer and IKON mutually agree is necessary. (d) Customer agrees to provide a proper place for the use of the Equipment (as defined in Section 6 below), 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 designate a key operator for the Equipment who will be primarily responsible for the use and care of the Equipment on behalf of the Customer, and will be the primary point of contact for Personnel on Equipment -related matters. Customer will make key 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. (e) Customer will maintain the designated space for the Center(s) free from any unsafe conditions and will make available to the IKON personnel and subcontractors any safety equipment or materials Master Service Agreement — Page 1 Rev. 08/01/09 provided by Customer to Customer's own employees and subcontractors. (f) Customer shall provide adequate security for equipment, supplies, and other items of value utilized by IKON in the performance of the Services. Customer shall bear all losses resulting from the theft or loss of such equipment, supplies and/or items of value, except those negligently or willfully caused by IKON or IKON'S employees. (g) IKON's inability to fulfill its obligations under this Agreement because of any failure of Customer to meet its obligations under this Section shall not constitute a breach of this Agreement or other default by IKON. 6. Non -Leased Equipment. In addition to any equipment leased to Customer under a Master (Lease) Agreement with IKON or IKON Financial Services for such purpose ("Equipment"), IKON will provide any additional administrative equipment that is listed on Exhibit B of a Service Order under the heading "IKON -Provided Non -Leased Equipment" ("Non -Leased Equipment"). Delivery of the Equipment and the Non -Leased Equipment to the Center(s) shall not include system and/or network related installation or services unless agreed to in writing by Customer and IKON. For the term of this Agreement, all maintenance and repairs for the Non -Leased Equipment shall be provided by IKON, at its expense, during Normal Business Hours as defined below. All Equipment and Non -Leased Equipment shall remain the property of IKON or its subsidiaries, or IKON Financial Services, as appropriate, and Customer shall have no right, title or interest in or to the Equipment or the Non -Leased Equipment, except as otherwise may be provided under a Master (Lease) Agreement. 7. Customer Equipment. Customer shall provide the equipment listed on Exhibit B of a Service Order under the heading "Customer -Provided Equipment" ("Customer Equipment"). Customer Equipment may also include any equipment for which IKON has agreed to pay a third party on behalf of Customer during the term of this Agreement and pass through such expense to Customer. All costs and expenses relating to any Customer Equipment, including maintenance and repairs, shall be the responsibility of Customer, unless otherwise agreed to in writing by Customer and IKON. All Customer Equipment shall remain the property of Customer, and IKON shall have no right, title or interest in or to the Customer Equipment. Customer will be responsible for all costs and expenses, including those listed on Exhibit B, of a Service Order incurred by IKON to move, at Customer's request, any Equipment, Non -Leased Equipment, or Customer Equipment from one location to another. S. Equipment and Software (a) If IKON is engaged to provide Equipment repair and maintenance under any Service Order ("Serviced Equipment"), IKON will, between 9:OOam and S:OOpm, Monday to Friday excluding public holidays ("Normal Business Hours"), repair or replace in accordance with the terms and conditions of this Agreement any part of the Equipment that becomes unserviceable due to normal usage (other than consumable supplies) ("Equipment Repair and Maintenance"). Replacement parts will be furnished on an exchange basis and will be new, reconditioned or used as determined by IKON in its sole discretion. All parts removed due to replacement will become the property of IKON. (b) If IKON is engaged to provide software support under any Service Order ("Software Support"), IKON will during Normal Business Hours provide support for software supplied by IKON ("Software") in accordance with the terms and conditions of this Agreement. Software Support is advice by telephone, email or via the IKON or the developer's website following receipt of a request from the Customer to diagnose faults in the Software and advice to rectify such faults (remotely or by attendance on site as determined by IKON). (c) The Services provided by IKON under this Agreement and each Service Order will not include the following: (i) repairs or Software Support resulting from misuse (including without limitation failure to maintain a proper environment for the Equipment or Software, improper voltage or the use of supplies that do not conform to the manufacturer's specifications); (ii) repairs made necessary by service or relocation of the Equipment performed by persons other than IKON representatives; (iii) service calls or work which the Customer requests to be performed outside of Normal Business Hours (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) supply of 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 Support or system support or the connection of any hardware or software to any Customer network or system unless specified in the Service Order; (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 are not covered by this Agreement or any Service Order. In no event shall IKON be liable for any damages resulting from or related to any failure of software, including, but not limited to, loss of data, or delay of delivery of Services hereunder. IKON assumes no obligation to provide or install any anti -virus of similar software and the scope of services contemplated hereby does not include any such Services. IKON may terminate its Service obligations under this Agreement or any Service Order with respect to any item of Equipment or Software 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, any operator caused damage, or the equipment being beyond economical repair may result in Service being rendered on a time -and -material basis in addition to the Service Charges. 9. Service Calls. Service calls will be made during Normal Business Hours at the Center shown on the applicable Service Order. Travel and labor -time for service calls outside of Normal Business Hours, 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 on a time -and -material basis. 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. 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 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). 10. Service Warranties. (a) IKON will perform its Services (i) in accordance with the applicable manufacturer's specifications and (ii) to meet the Service Levels, as defined in Exhibit A of the Service Order. If the Equipment fails to perform in accordance with the manufacturer's specifications or fails to meet the Service Levels, and Customer provides IKON with written notice of the problem, then IKON shall promptly use reasonable commercial efforts to repair such Equipment. If IKON is unable to repair the Equipment at the Center, IKON will provide temporary replacement equipment at no additional cost to Customer while the Equipment is being repaired at an IKON service center. If IKON is unable to repair the Equipment, IKON will install at the Center replacement equipment of equal or greater functionality at no additional charge to Customer. (b) IKON warrants that the Services performed hereunder will be performed in a good and workmanlike manner, and Customer's Master Service Agreement — Page 2 Rev. 08/01/09 exclusive remedy shall be for IKON to re -perform any Services not in compliance with this warranty and brought to IKON's attention in Writing within a reasonable time, but in no event more than thirty (30) days after such Services are performed. IKON warrants that the IKON service technicians will meet the Service Levels. 11. Use Of Recommended Supplies; Meter Readings. (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 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 Equipment. If so terminated, Customer will be offered service on a time -and -material basis. 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. IKON reserves the right to assess freight and shipping charges for all parts and supply deliveries. Customer agrees, either by itself or through a designated representative, which may include any IKON Personnel or an independent third party, to provide IKON true and accurate meter readings by submitting meter reads to IKON through the IKON web - based meter read submission program, or when 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, embedded or otherwise, at your location in order to facilitate the timely and efficient collection of accurate meter read data on a monthly, quarterly or annual basis, service calls and low toner alerts. 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 may be utilized for billing purposes. 12. Purchases of Equipment for Cash. In the event that Customer desires to purchase equipment or products from IKON from time to time, it may do so by issuing a Purchase Order to IKON for that purpose. Customer recognizes that IKON is not the manufacturer of any equipment. However, in connection with any equipment purchase from IKON, IKON shall transfer to Customer any equipment warranties made by the applicable equipment manufacturer, to the extent transferable and without recourse. Accordingly, IKON DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY EQUIPMENT OR PRODUCTS PURCHASED BY CUSTOMER HEREUNDER. Unless otherwise agreed upon by both parties in writing, Customer shall be responsible for all installation, transportation and rigging expenses. Customer agrees to confirm delivery of all equipment purchased under this Agreement when the same is delivered by signing a delivery and acceptance certificate (in a form to be provided by IKON) or written delivery acknowledgement. Orders shall not be cancelable by the Customer following acceptance by IKON. IKON reserves the right to make equipment deliveries in installments. All claims for damaged equipment shall be deemed waived unless made in writing, delivered to IKON within three days after receipt of equipment by Customer. 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 equipment purchased hereunder, other than income taxes of IKON. 14. Professional Services. In the event that Customer desires to order fixed fee or variable fee professional services from IKON from time to time, it may do so by entering into a Statement of Work (in a form to be provided and executed by IKON). In addition to the terms and conditions of this Agreement, the following terms shall apply to any Statement of Work: 14.1 Changes to the scope of the services described in any such Statement of Work 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 any such services at the Customer location set forth in the Statement of Work, as applicable, or on a remote basis. In consideration of the services set forth in the Statement of Work, Customer shall pay IKON the fees in the amounts and at the rates set forth therein. IKON may suspend or terminate such services for non-payment. 14.2 Customer acknowledges that IKON's performance of any such services is dependent upon Customer's timely and effective performance of its responsibilities as set forth in the Statement of Work. Estimated delivery and/or service schedules contained in any Statement of Work are non -binding estimates. 14.3 Intellectual property rights arising from the services provided under any Statement of Work shall remain the property of IKON, and nothing contained in any Statement of Work 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 the Statement of Work or that may be independently developed by IKON outside the scope of the Statement of Work and without use of any confidential or otherwise restricted material or information thereunder. Customer shall not use any services provided pursuant to a Statement of Work for any unlawful purpose. 15. 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 IKON'S 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. 16. Fees and Charges. Customer shall pay the minimum fees ("Minimum Fee") for the Services and the fees for any additional services as specified on Exhibit A of a Service Order ("Service Charges"). All rates and other charges provided for in this Agreement are exclusive of all federal, state, municipal or other governmental excise, sales, use or similar taxes, which taxes (other than taxes relating to IKON'S income) will be billed to Customer if required to be collected and remitted by IKON. Annually, on the anniversary date of this Agreement, IKON will increase the Minimum Fee and any rate expressly stated in any Service Order for Personnel labor, overtime compensation, or cost per copy by five percent (5%). Master Service Agreement — Page 3 Rev. 08/01/09 17. Invoicin2. IKON shall invoice Customer in advance for the Minimum Fees and any other base recurring charges that may be agreed to by IKON and Customer in the form of an amendment to this Agreement. Additional charges incurred by Customer during the billing period in excess of the Minimum Fees (i.e., additional image charges and overtime charges as set forth herein) will be billed in arrears. All invoiced amounts shall be due to IKON by the date indicated on the invoice and will be considered past due thereafter. If Customer disputes a charge or charges on a given invoice, other than the Minimum Fees agreed to herein, Customer shall pay all non - disputed charges and protest the disputed charges in writing to IKON. Customer will not be charged a late fee on any charges disputed by Customer in accordance with this Agreement. 18. Termination of Services. Upon ninety- (90) days' prior written notice, either party may terminate any of the Services specified in Exhibit A of a Service Order. Upon termination of the Services, Customer shall: (i) permit IKON to remove from Customer's location any Non -Leased Equipment and unused IKON - purchased supplies; (ii) pay to IKON all fees and charges incurred by Customer through the date of termination of the Services under this Agreement; and (iii) if applicable, resume payment of any amounts paid for by IKON during the term of this Agreement on behalf of Customer. Additionally, should Customer opt to terminate Services that include IKON Personnel under any Service Order, Customer shall: (i) pay to IKON, as liquidated damages and not as a penalty, a one-time service termination fee equal to (a) two (2) times the then current Minimum Fee If Customer cancels this Agreement pursuant to Sections 19 (ii) or (iii) below, Customer shall not be obligated to pay the Termination Fee. 19. Default. In addition to any other rights or remedies which either party may have under this Agreement or at law or equity, either party shall have the right to cancel the Services provided under this Agreement immediately: (i) if the other party fails to pay any fees or charges or any other payments required under this Agreement when due and payable, and such failure continues for a period of thirty (30) days after being notified in writing of such failure; or (ii) if the other party fails to perform or observe any other material covenant or condition of this Agreement, and such failure or breach shall continue un-remedied for a period of sixty (60) days after such party is notified in writing of such failure or breach; or (iii) if the other party becomes insolvent, dissolves, or assigns its assets for the benefit of its creditors, or files or has filed against it any bankruptcy or reorganization proceeding. 20. Confidentiality. IKON recognizes that it must perform the Services in a manner that protects any information of Customer or its clients that Customer has clearly identified to IKON as being confidential (such information hereafter referred to collectively as "Customer Confidential Information") that may be disclosed to IKON hereunder from improper use or disclosure. IKON agrees to treat Customer Confidential Information on a confidential basis. IKON further agrees that it will not disclose any Customer Confidential Information without Customer's prior written consent to any third party except to authorized representatives of Customer or to employees or subcontractors of IKON who have a need to access such Customer Confidential Information to perform the Services contemplated hereunder. Customer Confidential Information shall not include (i) information which at the time of disclosure is in the public domain, (ii) information which, after disclosure becomes part of the public domain by publication or otherwise through no fault of IKON, or (iii) information which can be established to have been independently developed and so documented by IKON or obtained by IKON from any person not in breach of any confidential obligations to Customer. The terms of this Agreement shall not be considered to be Customer Confidential Information. Notwithstanding the foregoing, the parties acknowledge and agree that IKON shall have no obligation to remove, delete, preserve, maintain or otherwise safeguard any information, images or content retained by, in or on any item of equipment serviced by IKON, whether through a digital storage device, hard drive or similar electronic medium ("Data Management Services"). If desired, Customer may engage IKON to perform such Data Management Services at its then -current rates. Notwithstanding anything in this Agreement to the contrary, (i) Customer is responsible for ensuring its own compliance with legal requirements pertaining to data retention and protection, (ii) it is the Customer's sole responsibility to obtain advice of competent legal counsel as to the identification and interpretation of any relevant laws and regulatory requirements that may affect the customer's business or data retention, and any actions required to comply with such laws, (iii) IKON does not provide legal advice or represent or warrant that its services or products will guarantee or ensure compliance with any law, regulation or requirement, and (iv) the selection, use and design of any Data Management Services, and any and all decisions arising with respect to the deletion or storage of any data, as well as any loss of data resulting therefrom, shall be the sole responsibility of Customer, and Customer shall indemnify and hold harmless IKON and its subsidiaries, directors, officers, employees and agents from and against any and all costs, expenses, liabilities, claims, damages, losses, judgments or fees (including reasonable attorneys' fees) (collectively, "Losses") arising therefrom or related thereto. 21. Insurance. At all times during the term of this Agreement, the parties hereto shall comply with the following insurance requirements: 21.1 Each party shall maintain workers' compensation insurance for all such party's employees, including coverage under the applicable law of the jurisdiction where the work will be performed. Each party shall also require that all of its subcontractors maintain similar workers' compensation coverage. For the purpose of this Section, self-insurance approved by the appropriate state agency or regulatory body is deemed to satisfy these requirements. 21.2 Each party shall maintain employer's liability insurance (in the United States typically Coverage B of a 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. 21.3 Each party shall maintain general liability insurance and include the other party as an additional insured. Limits shall be a minimum of: (i) $1,000,000 per occurrence for bodily injury or property damage; (ii) $1,000,000 per occurrence for products or completed operations; and (iii) $2,000,000 annual aggregate for products or completed operations' claims. 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. 21.4 Each party shall maintain automobile liability insurance that includes the other party as an additional insured. Limits shall be a minimum of: (i) $1,000,000 per accident combined single limit or (ii) $1,000,000 per occurrence for bodily injury and $500,000 per occurrence for property damage. Coverage shall include liability assumed under the Agreement. 21.5 With regard to the above, each party's insurance shall: (i) be underwritten by a licensed insurer reasonably acceptable to the other party; (ii) be primary for that party's exposure relative to any insurance purchased or maintained by the other party; (iii) be evidenced by a certificate of insurance containing a signature by a duly authorized representative of the insurer providing such insurance cannot be canceled, non -renewed or materially altered without thirty Master Service Agreement — Page 4 Rev. 08/01/09 (30) days written notice by certified mail to the other party. With regard to the general liability insurance and automobile liability insurance, each party's insurance shall be endorsed so the insurer will waive subrogation rights against the other party. 22. Indemnification. Each party ("Indemnifying Party") shall indemnify, defend and hold harmless the other ("Indemnified Party") from all third -party claims incurred by the Indemnified Party arising out of the death or bodily injury of any agent, employee, or business invitee of the Indemnified Party, or the damage, loss, or destruction of any tangible property of the Indemnified Party, up to a maximum of $1,000,000, to the extent caused by the negligent acts or omissions or willful misconduct of the Indemnifying Party, its employees, or agents. Customer shall indemnify, defend and hold harmless IKON and its representatives and affiliates from and against any claim, suit, demand, liability, cause of action, damage or cost (including reasonable attorneys' fees and expenses) for actual or alleged infringement of any intellectual property right, including but not limited to copyright, trademark, or right of publicity, and breach of confidentiality arising from the copying of materials provided by Customer hereunder. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall be construed to give IKON any control over decisions relating to choosing the content of information copied or otherwise handled hereunder. Customer warrants and represents that it violates no intellectual property rights or confidentiality agreements of third -parties by having IKON perform Services under this Agreement. Customer shall further indemnify, defend and hold harmless IKON and its representatives and affiliates from and against any fine, penalty, claim, suit, demand, liability, cause of action, damage or cost (including reasonable attorneys' fees) for any actual or alleged violation of any law or regulation relating to export and re-export control (collectively, "Export Laws") arising from the performance of Services under this Agreement. Notwithstanding any other provision of this Agreement, Customer shall at all times remain solely responsible for complying with all applicable Export Laws and for obtaining any applicable authorization or license under the Export Laws. Customer acknowledges and agrees that IKON may from time to time, in its sole discretion, engage non-U.S. subcontractors to perform any portion of the Services on IKON'S behalf. Customer represents and warrants to IKON that it, its employees and agents shall not provide IKON with any document, technology, software or item for which any authorization or license is required under any Export Law. Without intending to create any limitation relating to the survival of any other provisions of this Agreement, IKON and Customer agree that the terms of this paragraph shall survive the expiration or earlier termination of this Agreement. Each party shall promptly notify the other in the event of the threat or initiation of any claim, demand, action or proceeding to which the indemnification obligations set forth in this Section may apply. 23. Limitations. 23.1 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, IKON MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES, EQUIPMENT OR GOODS PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IKON shall be excused from any delay or failure in performance of the Services under this Agreement for any period if such delay or failure is caused by any event of force majeure or other similar factors beyond its reasonable control. THE AMOUNT OF ANY LIABILITY OF IKON TO CUSTOMER OR ANY THIRD PARTY, FOR ONE OR MORE CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT PAID TO IKON FOR THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT DURING THE SIX- MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE. 23.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 24. Assignment. Neither party shall assign or in any way dispose of all or any part of its rights or obligations under this Agreement without the prior written consent of the other, which shall not be unreasonably withheld. Customer understands and acknowledges that IKON Financial Services may act as a billing agent for IKON hereunder. 25. Governing Law. This Agreement and any United States Service Order shall be governed by the laws of the State of California both as to interpretation and performance, without regard to its choice of law requirements. All other Service Orders shall be governed by the law of the jurisdiction in which the Services are being performed. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original. 26. Out of Scope Services. Notwithstanding anything to the contrary set forth herein or in any Schedule or Exhibit hereto or any current or future course of dealing between the parties, THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT DO NOT INCLUDE, AND IKON SHALL HAVE NO OBLIGATION TO PROVIDE, OR ANY LIABILITY FOR, ANY OUT OF SCOPE SERVICES. SIMILARLY, THE FEES PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DO NOT CONTEMPLATE THE PROVISION OF ANY OUT OF SCOPE SERVICES. For this purpose, the term "Out of Scope Services" shall include by way of illustration and not to be limited to any and all of the following: the operation or maintenance of any heavy equipment or machinery, including forklifts and stackers; the use or operation of any non -IKON vehicles; the handling or delivery of cash, checks, securities or negotiable instruments; security services, including x- ray, screening, guard or similar security measures; catering services; the leasing of real estate; chauffer, limo or shuttle services; and the handling or delivery of explosives, drugs, chemicals, hazardous wastes, biological materials, medical supplies, medical wastes, food items, organic and other perishables. In the event that Customer desires to obtain any Out of Scope Services, Customer should contact its IKON account executive to discuss available solutions for such services. 27. Miscellaneous. The parties agree that the terms and conditions contained in this Agreement and in each Service Order hereto make up the entire agreement between them regarding the Services and supersede all prior written or oral communications, understandings or agreements between the parties relating to the subject matter contained herein, including without limitation, purchase orders. Any purchase order or other ordering documents issued by Customer at any time for any reason will not modify or affect this Agreement or any Service Order hereto, nor have any other legal effect notwithstanding the inclusion of any additional or different terms or conditions in any such ordering document and shall serve only the purpose of identifying the Services ordered. Except as otherwise expressly set forth herein, any change in any of the terms and conditions of this Agreement or any Service Order must be in writing and signed by both parties. The delay or failure of either party to enforce at any time any of the provisions of this Agreement shall in no way 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. All notices shall be given in writing by the party sending the notice and shall be effective when deposited in Master Service Agreement — Page 5 Rev. 08/01/09 the mail, addressed to the party receiving the notice at its address shown above (or to any other address specified by that party in writing) with postage prepaid. If more than one Customer has signed this Agreement, each such Customer agrees that its liability is joint and several. If Customer has signed this Agreement on behalf of any of its subsidiaries or affiliates, Customer shall remain liable for the obligations hereunder. IN WITNESS WHEREOF, the parties have executed this Master Service Agreement as of 414 20 City of HunVtin ton Beae By: 11 Name: Title: DIre- C.I-eiC- oF— 1;P110,\R-rate- Date: S ? 4-1— Zo// r-°_'ROV:. D AS TO FORM JENNIFER Mc TH, City Attorney By 0ePuty City tkorney, 0e)PU � �C IKON OFFI��UTIONS, INC. Bv: Name: [A) N151Vk Title: ° f��,1; �/ f Date: City of J ton Beach By: Name: /Frbd A. Wilson Title: City Manager Date: Master Service Agreement - Page 6 Rev. 08; 01/09 SCHEDULE 1 TO MASTER SERVICE AGREEMENT FORM OF SERVICE ORDER SEE ATTACHED. SERVICE ORDER City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648-2702 This Service Order shall have a 60 month term ("Initial Term") for performance unless earlier terminated as expressly provided herein. Thereafter, this Service Order shall be renewed for consecutive three (3) month periods, (each a "Renewal Term") at the rates specified herein, unless terminated by either party upon thirty (30) days prior written notice before the end of the Initial Term or Renewal Term, as applicable. This Service Order is made pursuant to the Master Service Agreement dated as of the 7thday of June, 2011 ("Agreement"). All terms and conditions of the Agreement are incorporated into this Service Order and made a part hereof. It is the intent of the parties that this Service Order be separately enforceable as a complete and independent agreement, independent of all other Service Orders made as part of this Agreement. This Service Order consists of this page, together with the following Exhibits, which shall apply only to the engagement contemplated by this Service Order. ® Exhibit B — Services, Personnel and Fees ® Exhibit C— Equipment IN WITNESS WHEREOF, the parties have executed this Service Order to the above mentioned Master Service Agreement as of the7`h day of June, 2011. City of Huo Beach By: Name: red A. Wilson Title: City Manager Date: 4`z / ` /i IKON OFFICE WLUTIONSANC. By: Name:. Title: Date:,�$� l EXHIBIT B TO SERVICE ORDER MASTER SERVICE AGREEMENT -SERVICES, PERSONNEL AND FEES IKON agrees to provide the following Services for the base Minimum Fee: $6,300 SERVICE DESCRIPTION IKON shall provide to the City of Huntington Beach On Site and Offsite Document Production Services. IKON will operate the City of Huntington's Beach's Copy center equipment to finish work on site. Any work that cannot be produced with equipment and staff on site can be sent to the IKON Offsite Overflow Center. IKON will also provide Mail Services and Fleet Management Services for the City of Huntington Beach. The Mail Services and copy Services shall be performed in the same physical location at City Hall. SERVICES x Copy Center Services Hours of Operation: 8:00am to 5:00pm M-F x Mail Services Hours of Operation: 8:00am to 5:00pm M-F IKON TRAC Solution TM Basic Services (Included): x Convenience Devices (up to 100 units) x Copy x Mail x Directory EQUIPMENT REPAIR AND MAINTENANCE; SOFTWARE x Equipment Repair and Maintenance Services (Serviced Equipment listed in Exhibit c) OTHER SERVICES x Offsite Copy Services INCLUSIVE SUPPLIES: IKON will provide supplies at no additional cost for the Equipment identified as Serviced Equipment on Exhibit c: All other Services shall be agreed upon from time -to -time by Customer and IKON in writing Center IKON will provide the Services at the following Customer location: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648-2702 IKON NATIONALLY RECOGNIZED HOLIDAYS: (i) New Year's Day; (ii) Memorial Day; (iii) 4th of July; (iv) Labor Day; (v) Thanksgiving; (vi) Day after Thanksgiving; and (vii) Christmas Day. If Customer recognizes fewer holidays, Customer will be charged at the holiday overtime rate for operation of any Center on the nationally recognized holidays not recognized by Customer. IKON PERSONNEL IKON will provide the following Personnel to perform the Services specified above: 1 Full-time IKON ADDITIONAL STAFFING Additional staffing may be requested when scheduled forty-eight (48) hours in advance. Such additional staffing is provided on an as -available basis for weekday shifts. There is a four- (4) hour minimum required for this service. Rates for such additional staffing will be mutually agreed upon by the parties in advance of the services being provided. Longer -term full-time and part-time staffing may be added via an amendment to this Service Order Additional rates for longer -term additional staffing will be agreed upon in advance of commencement of such service by way of an amendment to this Service Order and will be based upon current labor market conditions at the time. Full-time headcount is considered forty (40) hours per week for an assignment in excess of a month; part-time headcount is considered twenty (20) hours per week for assignments in excess of a month. SERVICE LEVELS & SCOPE OF WORK Work Process Description Service Details .................................................................................... ......................... _. . Customer Interface/ Job Submission IKON TRAC will be available to the client via URL 24 hrs per day but will only be Client will fill out a job ticket/ work order for all projects 1 monitored during the hours of 8am — 5pm M- (including hard copy) utilizing the IKON TRAC web F. portal. Hard copy projects will be left at the IKON drop box. Jobs will not be considered accepted until the client has received an e-mail notification from TRAC to that effect. ............................... ....................... ........................... .._....... ........................... ......................... . Job acceptance and turnaround times Sample projects and turnaround times (at end of document) All turnaround times will be based on receipt of Print Ready originals. Print Ready originals mean that IKON will not need to provide any file or document manipulation in order to begin the job. Any Pre -Press or set up required to production will not be considered as part of the overall turnaround time measurements. Hard copy projects must be left at the IKON drop box in copy center. IKON will strive to complete and deliver all copy/print jobs within 24 hours, however more complicated and labor intensive jobs may take additional time. .......................................................................I.................... Customer Interface / Job Receipt An IKON Associate located on —serves as a point of customer contact to receive and enter customer jobs, review job requirements, and facilitate customer consultation as required. The IKON Associate will be responsible for monitoring the TRAC portal for jobs. :....................................... .............. ..................... .......... ............................... ............................................... ......................... Job estimating, scheduling and tracking The IKON Account Associate schedules and manages the document manufacturing process which includes: job entry, confirmation of requirements, people and equipment scheduling, document manufacturing flow, quality control, packaging specifications and delivery execution. Performs job tracking from start to delivery. Enables rapid turnaround time, improved productivity, and quality. ..................................................................................................................................................... Operations shall be provided for 8 hours per day, with standard hours of 8 am to 5 pm. After hours support can be arranged with Prior notification at an additional charge. Sample projects and turnaround times (at end of document) Work Process Description ................................................... .............................................. ..... _......................... File Preflight Service Details The Account Associate checks customer files or originals : Sample projects and turnaround times (at end for manufacturability before commencing document of document) production to customer specifications. Checks customer files for potential problems such as fonts, image Pantone color matches are not guaranteed as resolution, registration, named colors, etc. —before many Pantone colors are outside of the running production. Corrects problems to avoid waste process -color printing gamut. and reprint. ............................................................................. .................... ................ File Prepress & Document Re - engineering Expert account associates apply color management, color correction, trapping and image editing to files to achieve desired result. Image scanning and file conversions (such as conversion from source files to Acrobat PDFs may be performed. Document layouts may be modified and imposition may be applied to achieve the desired finished result. Documents may be re -engineered for digital printing. Postscript files are created from source files. ................................................................................................................. ...................._....................... ... -............................................................... ....... .......... ...._............................ ........... ............. Proofing At the Clients direction the Associates will produce color Proofs from customer files are printed within or monochrome printed samples for customer review and 24 hours of request. (Assumes files are approval before running critical jobs. Avoids waste, printed as is, without rework prior to eliminates customer surprises, and enables last-minute proofing). changes. Jobs will not be accepted for production until a proof has been completely signed off by requestor. Proof acceptance times will not be considered part of production timeline. ............................................................................................................................. ............... ........................................................................................................................................ . ......................... ............................... __..... . _-_- -. ...................... . .... ........ � Work Process Description( Service Details i ___.......... __... ......... _.......... _ __ _................ __............ �............ ......... __ | | ____� i-- -----'----------' - ---- ---�-- --- | �....... .... . ..��.` Offset Press production 3onndc projectsand turnaround times (at end of document) ' | IKON will produced jobs identified uy"Offset ovPress | | Production" via our off site partners oru1our IKON | | / Production Center. | �-- ---'— -- -- --- | Quality Assurance| � lfjobs are not run tnclient specifications then | Document quality iuchecked before, during and after ! IKON will rerun the job a1ooadditional � each run ofujob. lfunique | chorocio\b�oh�uL�b�vvdlbcib�uoh� ' customer quality specifications are agreed upon, remedy for jobs not meeting client � documented and checked against. specifications. | | _ - _.................. .... ................... ............. '............ _- '__. L'.......................... ..................... .... . __ _. Output Delivery | DFuJob has been produced off site then an IKON | Associate will provide scheduled pickup and delivery aa � needed to: . City of Huntington Beach ' ' Cw'��Cmmter ! | | | / 2*00B�mbmStreet �A�920��'%70% / Jobs will bedelivered k)the City of Huntington Beach � | | and � l�(}��x�U | � �- - | � deliveries tohesigned hv designated Shipping Receiving..... ....... .............. ... __ personnel o«back opdesignees. � (}osite jobs will huavailable for pick upiothe copy | | center. The IKON uusite associate will contact end ' users when obs are ready for Pick up. '......................... ... Secure Document handling procedures All special delivery requests must be ' via e-mail. Should doouo�co�cegnoe instructions commit | such uxbut not limited to secure wraps,� |' bUizcddelivery or signoIrequirements;nUen1vU| | | bc for notifying IKON in writing of the � | special requirements and exact details onhow this ' � document iutnhchandled. �.............. .......... -_.......................... . -______--__.............. '......... ... ... ....... ...... ____-. _................ Mail Services `___ _ ________________ ____________________-____� �__'1� Work Process Description ........................ . Mail Services Incoming Mail will be delivered and outgoing mail will be collect from all designated City Hall ! Police locations on a daily basis. USPS Pick Up IKON will collect mail at the City of Huntington Beach post office daily by 8am and deliver to mail room no later than 8:15 each day. IKON will also sign for any special incoming mail, packages or boxes to be collected at the post office. Treasury Mail Treasury PO Box mail bag will immediately be delivered to the Treasury department by 8:30am Mail Runs IKON will sort mail and deliver mail two times per day ........... ......................................... Package/ Accountable Mail IKON will receive packages in the Copy Center/ Mail room. Upon receipt packages will be logged into IKON TRAC. End users will be notified that they can pick up the package in Copy/ Mail center or it will be delivered on next mail run. End users will sign for all packages. IKON will assist end users with outgoing package and postage information. Our goal will be to educate end users on the most cost efficient way to send documents. Service Details 8am to 5pm M-F Mail room to be relocated to the same physical location as the copy center so that work can be performed concurrently. @ 6 PO boxes 1-2 # of tubs per day .............................................. _ _........................... 1 bag daily ........ ....... @ 20 Mail stops 2 mail runs per day. 3-6 # of Packages per day Via IKON TRAC Outgoing packages 1-2 per day Departmental Postage cost are monitored and recorded. Key metrics will be monitored, tracked and reported via IKON trac on a monthly basis. ........ ...... ............... ................................................................................................... Mail is posted and handed off to City Pre -Sort ;Outgoing mail 1-2 tubs/ day house by 4:30 daily ................. .............. Sample projects and timelines: Item Description Quantity Turnaround time B&W copy/prints Straight run <15,000 Next day B&W copy/prints Straight run 15,001 — 30,000 Two day Color copy/prints Straight run <3,000 Next day Color copy/prints Straight run 3,001 — 5,000 Two day NCR forms Multiple part forms Varies Two day Booklets Under 24 pages <500 Next day Booklets Under 24 ages 501 — 3,000 Two day Booklets Over 25 pages To be quoted Litigation coy Varies To be quoted Oversize I Varies I I To be quoted SERVICE LEVELS JOB ACCURACY CHB completes 5 jobs per month with an average job size of 1000 impressions. Copy all jobs as stated in the specifications agreed to by both IKON and Customer and specified by the job ticket with 95% of jobs completed with no error. Measured by calculating the jobs delivered with error as recorded on the log divided the total completed jobs for the period. The measurement is based on an average for a 90-day calendar period. Client will provide originals electronically or hard copy in a print ready format. All jobs will be submitted via an IKON TRAC ticket. Jobs will not be deemed "accepted" until receipt has been confirmed via IKON TRAC. IKON TRAC will be the sole mechanism for measuring job accuracy and turnaround time. JOB QUALITY All copies produced must be of commercially accepted quality, for instance; properly aligned, no fading, smearing, correct contrast and color, and packaged in a manner to protect the documents from damage in transit. Supplier mistakes or copies of unacceptable quality will be corrected immediately at no cost to the City of Huntington Beach. MAILROOM SERVICES Mailroom delivers 1-2 (tubs/trays) of items per day. Delivery of 98% of all Mail within same day measured by calculating the undelivered mail divided by total mail for the day. This does not include mail to be researched (no name, unknown name, etc). The measurement is based on an average for a 90-day period. EQUIPMENT QUARTERLY AVERAGE RESPONSE TIME IKON service technicians will meet a quarterly average response time of four (4) hours for all Customer service calls located within thirty (30) miles of an IKON service center and eight (8) hours for all Customer service calls located thirty-one (31) miles or greater from an IKON service center. UPTIME IKON supplied Equipment will operate in accordance with the applicable manufacturer's specifications and will be serviced in a manner designed to meet a minimum quarterly uptime average of ninety-five percent (95%), which shall be calculated based upon an eight -hour day and exclude normal preventive maintenance time and downtime attributable to Customer's negligence. In the case of an element of the Service Levels not being achieved a resolution or remedy process is to be engaged. A resolution or remedy will be documented by a corrective action plan tied to an agreed upon timeline to bring the services within targeted standards within 30 day timeframe. The remedy may require service delivery correction actions, the addition of incremental capacity, modification to service process due to changes in facilities logistics and environment. As part of the Minimum Fees listed above, IKON will provide Customer with: SEPARATE FROM THE MINIMUM FEES LISTED ABOVE, IKON WILL PROVIDE CUSTOMER WITH: FREIGHT, DELIVERY, AND MAILING COSTS - CUSTOMER SHALL PAY ALL POSTAGEIMAILING EXPENSES (METER RENTALS), ANY REASONABLE FUEL SURCHARGES ASSESSED FROM TIME TO TIME, COURIER AND/OR CARRIER FEES DIRECTLY AS DEEMED NECESSARY TO PROVIDE SUCH SERVICES. IKON SHALL NOT BEAR OR BE RESPONSIBLE FOR ANY COSTS RELATED TO CUSTOMERS FREIGHT, DELIVERY AND/OR MAIL COSTS AND, TO THE EXTENT IKON PAYS SUCH COSTS, CUSTOMER SHALL IMMEDIATELY REIMBURSE IKON. OVERTIME - When Customer workload requires the Services to be provided beyond regular hours; IKON will provide overtime Services and will invoice Customer for such operator overtime. Overtime will be charged at $36.50 per hour per operator for week nights and $40.25 per hour per operator for weekends and holidays, with a four (4) hour per operator minimum overtime shift when the overtime is not directly adjacent to regular operating hours. IKON shall require prior written approval of Customer for all overtime Services MANAGEMENT SERVICES IKON TRAC SOLUTION Tm - The IKON TRAC (Trend, Reporting, Analysis and Communication) Solution is a web -based application and repository hosted by a third -party application service provider (ASP) that is designed to enable centralized monitoring, tracking and management of the IKON Equipment and Services provided under this Service Order. During the term of this Service Order and provided it is not in default, Customer shall be entitled to receive access to the Basic Services as described under this Service Order and, at its election, may elect to subscribe for Enhanced Services at additional costs as stated under the Management Services Section of Exhibit A to this Service Order. To access and use the IKON TRAC Solution, Customer shall be entitled to receive a confidential password, for which Customer shall assume responsibility to secure. Customer acknowledges that the information or data contained in any report or other document generated through the IKON TRAC Solution that utilizes or incorporates Customer provided information is dependent upon the accuracy and completeness of such information. IKON shall not be responsible for any such inaccuracies, error or omissions resulting therefrom. Customer further acknowledges that the IKON TRAC Solution is a proprietary solution to IKON and/or its third -party ASP and that use and access shall be limited to internal business purposes only. IKON acknowledges that Customer shall be entitled to retain any proprietary rights it may have in the information provided to the IKON TRAC Solution and the content of any reports generated therefrom, provided, however, that IKON may access the data contained in IKON TRAC Solution and/or the reports generated from the IKON TRAC Solution so that IKON can provide the Services required hereunder. OTHER SERVICES ® IKON OFFSITE SUPPORT AND OVERFLOW SERVICES - With Customer's prior approval and at the prices stated below, IKON will provide reprographic work that cannot be completed at Customer's on -site Center or has not been included in the Services. All offsite reprographic work will not be counted against the Base Black and White Image amount or the Base Color Image amount. The Customer retains the right to arrange for the acquisition of such additional services directly with any outside supplier. DOCUMENT PRODUCTION SERVICES PRICING IKON ON -SITE SUPPORT AND OVERFLOW SERVICES - At the prices stated below, IKON will provide reprographic work at the pricing set forth in the table below. Please base all costs quoted on the paper price in effect as of August 2010. Item Quantity Price per Copy I- Sided Price per Copy 2- Sided Comments Black & White 8.5" x 11", 20 lb white Per Sheet $ 0.0150 $ 0.0280 Black & White 8.5" x 14", 20 lb white Per Sheet $ 0.0200 $ 0.0330 Black & White I I" x 17", 20 lb white Per Sheet $ 0.0300 $ 0.0560 Black & White 8.5" x 11", 110 lb white Per Sheet $ 0.0600 $ 0.0870 Black & White 8.5" x 14", 110 lb white Per Sheet $ 0.0660 $ 0.0909 Black & White I I" x 17", 110 lb white Per Sheet $ 0.0997 $ 0.1350 8.5" x 11", 20 lb Color Per Sheet $0.1430 $0.2910 8.5" x 14", 20 lb Color Per Sheet $0.1490 $0.3000 I I" x 17", 20 lb Color Per Sheet $0.2990 $0.5960 11" x 17", 20 lb Color (2 up - 75%) Per Sheet $0.3290 $0.6260 8.5" x I F, 110 lb Color Per Sheet $0.1930 $0.3410 Item Quantity Price per Price per Comments Copy 1- Copy 2- Sided Sided 8.5" x 14", 110 lb Color Per Sheet $0.1990 $0.3500 11" x 17", 110 lb Color Per Sheet $0.4090 $0.7060 11" x 17", 110 lb Color (2 up - 75%) Per Sheet $0.4490 $0.7360 Up charge for colored paper 8.5" x 11" Per Per Sheet $ 0.0130 $ 0.0130 Additional cost for paper Sheet only. Does not include base charge Up charge for colored paper 8.5" x 14" Per Per Sheet $ 0.0130 $ 0.0130 Additional cost for paper Sheet only. Does not include base charge Up charge for colored paper 11" x 17" Per Per Sheet $ 0.0250 $ 0.0250 Additional cost for paper Sheet only. Does not include base charge Up charge for 24 lb white 8.5" x 11" Per Per Sheet $ 0.0087 $ 0.0087 Additional cost for paper Sheet only. Does not include base charge Up charge for 24 lb white 8.5" x 14" Per Per Sheet $ 0.0107 $ 0.0107 Additional cost for paper Sheet only. Does not include base charge Up charge for 24 lb white 11" x 17" Per Per Sheet $ 0.0180 $ 0.0180 Additional cost for paper Sheet only. Does not include base charge Up charge for uncoated cover stock 8.5" x Per Sheet $ 0.0411 Additional cost for paper 11" Per Sheet only. Does not include base charge Up charge for uncoated cover stock 8.5" x Per Sheet $ 0.0347 Additional cost for paper 14" Per Sheet only. Does not include base charge Up charge for uncoated cover stock 11" x Per Sheet $ 0.0347 Additional cost for paper 17" Per Sheet only. Does not include base charge Up charge for coated cover stock 8.5" x Per Sheet $ 0.0406 Additional cost for paper 11" Per Sheet only. Does not include base charge Up charge for coated cover stock 8.5" x Per Sheet $ 0.0847 Additional cost for paper 14" Per Sheet only. Does not include base charge Up charge for coated cover stock 11" x 17" Per Sheet $ 0.0847 Additional cost for paper Per Sheet only. Does not include base charge NCR, 2-Part, Single -sided Per Set Per Set $ 0.2500 NCR, 2-Part, Double -sided Per Set Per Set $ 0.3000 NCR, 3-Part, Single -sided Per Set Per Set $ 0.3750 NCR, 3-Part, Double -sided Per Set Per Set $ 0.4150 NCR, 4-Part, Single -sided Per Set Per Set $ 0.6000 NCR, 4-Part, Double -sided Per Set Per Set $ 0.6600 NCR, 5-Part, Single -sided Per Set Per Set $ 0.8250 NCR, 5-Part, Double -sided Per Set Per Set $ 0.8950 Finishing Services Unit of Measure Price per unit Three -hole punch Per Sheet .005 Stapling Per Document .008 in -line / .01 hand staple Perforation Per Sheet .06 Tabs Black &White one sided Per Tab .15 Tabs Black &White two sided Per Tab .30 Tabs color one sided Per Tab .28 Tabs color two sided Per Tab .56 Side stitch Per Document .016 Saddle stitch 5.5" x 8.5" Per Document .016 Saddle stitch 8.5" x I V Per Document .016 Comb binding small Per Document 1.00 Comb binding medium Per Document 1.00 Comb binding large Per Document 1.50 Spiral/Coil binding small Per Document 1.00 Spiral/Coil binding medium Per Document 1.00 Spiral/Coil binding large Per Document 1.50 Tape/Thermal small Per Document 1.00 Tape/Thermal medium Per Document 1.00 Tape/Thermal large Per Document 1.50 Perfect bind Per Document 2.94 Note there will be no charges for drilling, punching, folding, stapling, padding or cutting that is performed on -site at the city's location utilizing customer supplied equipment. Charges only apply to those projects that must be sent off -site. EXHIBIT C TO SERVICE ORDER MASTER SERVICE AGREEMENT - EQUIPMENT IKON -Provided Non -leased Equipment: MAKE MODEL Ricoh C900 All Non -Leased Equipment shall remain property of IKON and Customer shall have no right, title or interest in such Non -Leased Equipment. IKON shall have sole the right to use such Non -Leased Equipment in any manner IKON deems appropriate. Customer -Provided Equipment: MAKE MODEL Duplo 920 IBICO EPK21 Velo Binder Folder Paddy WagonChal lange Cutter Bostitch Stitcher Challenge Drill IKON shall provide Services for the following: Serviced Equipment*: (List all items of Equipment for which IKON Services are to be provided under this Service Order, excluding any equipment to be serviced under IKON P1usPak(s)) MAKE MODEL START SERIAL SERVICE TONER MAINT METER NUMBER LEVEL CARTS KITS INCLUDED INCLUDED FOR TERM FOR TERM Ricoh C900 TBD M8705100045 Gold Ricoh 105 TBD MNoossso Gold DATE CERTIFICATE OF LIABILITY INSURANCE page i of i 05/05/20111 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). Willis of New York, Inc. 26 Century Blvd. P. 0. Box 305191 Nashville, TN 37230-S191 ...... .................. .--- - ...... _.......... ---- ...... --._..._... _..... __ ... . tasuRED Ricoh Americas Holding Inc. IKON Office Solutions Inc. 5 Dedrick Place West Caldwell, NJ 07006 I COVERAGES CERTIFICATE NIIMRFR • 15 94A 9 SS NAME:... .... ... ..... .... ... .... ... ................. .. .. .... ... ....... ........ _ PHONEPAX .._...._._........___._.,_.................... (Arc,ND,.EXT):.....B717 7,945_77,378-.__....--.._.-._(A1c,.NO}:..B.B_8-.4.6.7--_2378„___._ E-MAIL ADDRESS:,cOn) ENSURER{S)AIFORDING COVERAGE __ _ NAICA INSURER&Travelers Property Casualty Insurance Com 36161 p y y 001 INSURERB: The Travelers Indemnity Company of Americ 25666-000 _.-._..._..-.. ..__....._...._......... ....... ....... .........._.._ ...................... ..... ....... ........_-._. _.... 1NSURERC Tokio Marine & Nichido Fire Insurance Co. 12904-001 INSURER D. INSURER E: REVISION Nt1M8ER':;ea Remark. THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. _.._......._......__......_... --- _..._.,....._.._......... ... --- .. _.---- ...--.___......_...._._..................... ._... -. _.-._........_..-------------- iNSR I DD' SUa POLICY EFF POLICY EXP TYPE OF INSURANCE POLICY NUMBER LIMITS A GENERAL LIABILITY Y 3TWJGLSA1193R908TIL11 19/l/2011 4/l/2012 EACH OCCURRENCE $ 1 ,000.,_000_.,,,., v X COMMERCIAL GENEIIAL I IASILl7Y PlM SES{Coccuncej„_...................`.2_S O_� 000 CLAIMS-MADEf _ _?{ Of,CL3R E MEU EXP (Anyone person} .S 1.0 _ (>caesoNAL a ADV INJuP_r_....._`§....... 11._0.0 0-1, 0.0 0_..._.. GkNFRAI AGGREGATE.-__ -•_S, _._2,00D�-OOO._-._--. GEN'LAGGREGATELIMITAPPLX S i i PRODUCTS•COMPIOPAGG 5..,.,2,000,000 PRO- POLICY LO(: I E -- .. . . $ AUTOMORtLELfA6lLtTY 131W,TCAPIl93R853TXL1l j ,4/l/2011 fe- 4/1./2012 SINGLE LIMIT COMBINED , COMBINED (Ea ccideno -._..._....._.._.__..._- _._._-------- I-- - $ 1,000,000 .._...- -..-. I X ANYAUTD E(3DDIi.YWJURY(Perpersonj S _..._. A(.L OWNPD 3SC}iEUULGD X - AUTOS AUTOS ... ......... ..................... .... .... .. BODILY INJURY(Peraa:i0ont) ... . S .._...... -__.. - NON-OWNEl7 X AUTOS X ..-.... . _. _. AUTOS � ._.._....._..-----......_._...... -_.. ---.__. 1'RDPI=RTY UAMi:GL. (Perarridenl) .... -----------.._......._....__......... .. .., .., . -..... ... . S. ... :....._........ ----------------- ........._.. E I C X UMBRELLA LIAB X OCCUR ICU640216702 4/l/2011 4/1/2012 EACH OCCURRENCE 5_---_S<00.0-,..000---- EXCESS LIAB CLAIMS -MADE AGGREGATE $5,,000_000 DED I X (2ETENTiCN$ 10,0001 I $ WORKERS COMPENSATION ')� TWO rATU RY.LIM TS AND EMPLOYERS' LIABILITY YIN �. > - s1 ! X�C7t1lNT; ii� � ` �M .. _,LR ,. .. _ ANY PROPRIETOR/PAR'CNEII/rXECUTIVEI I, NIA F.I.fACHACCOENT, $ OFFlCERIMEMBEREXCLUDCD7 Mandatory in NH} .I' h /U--.--- I `�- --- ------ - ----- E.L. DISEASE - EA EMPLOYEE- - $ Under { f ! „ :;-;"j (, �..'"'_i r'�•. ( E.L..IJISEASE-POLICY LIMIT $ r i � C DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (Attach Acord 101, AdditonM Rarnuks Schodulo, if more spaco is roqulrod) THIS VOIDS AND REPLACES PREVIOUSLY ISSUED CERTIFICATE DATED, 4/8/2011 WITH ID15813547 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. LCK I trit A i C nULUCK City of Huntington Beach 2000 Main Street PO Box 190 Huntington Beach, CA 92648 SHOULD ANY OFTHE HE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE Co13:3351665 Tn1:1250020 Cert 7 8255 Cc�1998-2010ACORD CORPORATION. All riahtsreserved ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDNYYY) 05/06/2011 1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER AOn Risk services central, Inc. Philadelphia PA Office CONTACT NAME: PHONE(847) 953-5390 CNC8G6) 283-7122 FAX AJNo.Ext): C.No. ; One Liberty Place 1650 Market Street E-MAIL ADDRESS: suite 1000 Philadelphia PA 19103 USA INSURER(S) AFFORDING COVERAGE NAIC # INSURED Ricoh Americas Holdings, Inc, and IKON Office Solutions, Inc. INSURER A: Liberty Insurance corporation 42404 INSURER 8: _ INSURER C: 5 Dedrick Place West Caldwell N) 07006-6304 USA INSURER D: INSURER E: INSURER F: CUVtKAGt5 CERTIFICATE NUMBER: 570042429483 REVISION NUMBER: THIS IS TO CERTIFY THAT 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSR WA POLICY NUMBER MMIODIYYYY POLICY MMIDDIYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE DAMAGE TO RENTED PREMISES Ea occurrence COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑ OCCUR MED EXP (Any one person) PERSONAL 8 ADV INJURY . M w GENERAL AGGREGATE N GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG v POLICY PRO LOCJFCL- o n AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 'n Ea accident BODILY INJURY ( Per person) _ ANY AUTO O ALL OWNED SCHEDULED .Z d BODILY INJURY (Per accident —�_ AUTOS AUTOS® HIRED AUTOS NON -OWNED PROPERT'f OHMHGE Fer accitlenl AUTOS r UMBRELLA LIAR OCCUR EACH OCCURRENCE 0 EXCESS LIAR CLAIMS -MADE AGGREGATE DED RETENTION A WORKERS COMPENSATION AND WA763DS09974011 4 01 1 04/01 201 WC STATU- OTH- X TORY L}MITS ER EMPLOYERS' LIABILITY YIN AOS E.L. EACH ACCIDENT $1, 000, 000 A ANY PROPRIETOR PARTNER I EXECUTIVE OFFICERIMEMBEREXCLUDED? � NIA WC7631509974021 04/01/2011 04/01/2012 E.L. DISEASE -EA EMPLOYEE S1,000,000 (Mandatory in NH) OR & WI It es, describe under E.L. DISEASE -POLICY LIMIT _ $11000, 000 DESCRIPTION OF OPERATIONS below A Excess WC EW763NS09974031 04/01/2011 04/01/2012 EL Each Accident $1,000,000 — OH EL Disease -Policy $1,000,000 SIR applies per policy tens & condi ions EL Disease - Ea Emp' $1,000,000 _■ DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) : )Nec) E'D AS I E- 1FER N1cC3jZXrf1, --iiy Atic hr ty /11 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City Of Huntington Beach AUTHORIZED REPRESENTATIVE -ar 2000 Main street PO Box 190 Huntinigton Beach CA 92648 USA C...Xir�l a�� � :dCYG G../6LG2kL^tCG (�L ✓ 024 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD.25 (2010105) The ACORD name and logo are registered marks of ACORD T AVELE S J INSURING COMPANY: Travelers Property Casualty Company of America One Tower Square, Hartford, Connecticut 06183 CHANGE ENDORSEMENT Named Insured: RICOH AMERICAS CORPORATION Policy Number: 3IWJ-GLSA-1193R908-TIL-11 Policy Effective Date: 04 - 01-11 Policy Expiration Date: 04 - 01-12 Issue Date: 04 -1s -11 Premium $ Effective from 04 - o 1-11 at the time of day the policy becomes effective. THIS INSURANCE IS AMENDED AS FOLLOWS: TO ADD THE FOLLOWING FORMS TO THE POLICY AS PER THE ATTACHED: CG D4 11 04 08 ADDITIONAL INSURED DESIGNATED PERSON OR ORGANIZATION NAME AND ADDRESS OF AGENT OR BROKER WILLIS CORROON CORP NY (17966) 7 HANOVER SQUARE NEW YORK NY 1.0017 APP 2 '�� iris / �--- Countersigned by DATE: Authorized Representative IL TO 07 09 87 (Page 1 of 1) Office: INTL - NEW YORK 03I RICOH AMRICAS CORPORATION EFF. 04-01-11 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 3IWJ—GLSA-1193R908—TIL-11 ISSUE DATE: 05-11-11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Dame of Additional Insured Person(s) or Organization(s): City of Huntington Beach, its elected or appointed officials, agents, officers, employees and volunteers. City of Huntington Beach 200 Main Street P.O. Box 190 Huntington Beach, CA 92648 Section 11 - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. Af"I�t� --'D A,.' JFCO) IFOR,.14: JE' , IFf �VlcGRA'IE-I, City Attcrnc� .5/1>= l o CG D4 11 04 08 © 2008 The Travelers Companies, Inc. Page 1 of 1 Includes the copyrighted material of Insurance Services Office, Inc- with its permission.