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HomeMy WebLinkAbout130929 IKON OFFICE SOLUTIONS - CONTRACT - AGREEMENT MISC - 8857043 (2)KON Marketplace Name: IKON Office Solutions, Inc. WESTERN REGION - Sales Rep Document Efficiency Address 1516 W 17TH ST SUITE 103 TEMPE, AZ 85281 email rewrite@ikon.com Sales Rep Name: t: dl/ _ Telephon¢: __._.... (888)456•6457 ext 50131 Fax: t8881856-1534 nDRll newe ServMe oedine: Yes r No ryes ...�r.ou cV -- r;�. lY' ' P.O. Required for Future Orders] . %�. No TERM .� .!..' .. ''L ryes r No HQUIP,MENY70 BHSERVIOED . ScannmageiA .:.' S .�:' Equipment Instal'. a! CowandesMo Meter Contact, Meter Contact Meter Contact Model Description Serizld IDF Base Rat¢ Location Metes Read Meter Type ur Overage Rate Meter Contact eMail Telephone Fax IR7200 I CANON MPV00665 10211759 53,198.72 ANNUAL TOTAL 725,000 0.0262 iMeter¢d'Equi(i)nen[ Options F7 Parts, Labor, Drums r Supplies (excludes staples and paper) j Supplies including staples (excludes paper) Connectivity Software After -Fours Service ',. F Other (Note in Special Instructions) r.;NPn Metered; Egmptltent'DPuons r Parts and Labor Connectivity Software r After,Houre Sorviw )_ Annual N.n.M.lored maye F O.okof Fours (. Monthly Base/Ovu m.. Monthly r,7 Base+Overage FOuarterly BaselOvorago Ouartorly ease +Uses. Base+Usage 5a90 �`. Monthly BasefOve rage Monthly Maintenance in IFS Lease r quarterly Saeonoverage Quarterly [, Maintenance included in order ❑ Usago Only &fled Monthly (approval Nla.-M.turod Annual Base Only ry ue n � we (grease pr r or po fn name ): Name and Tide (please print or type in name): Create Billing Group w/Group Usage Create Billing wIlndividuQl usage r Add Existing Billing r veferaup r wiIndividual Usage W Annual also I Overage Annual (restricted) r Point of Consumption(approval required) r Annual 6aso I Overage Annual M MY 3ASE+OVERAGE: Annual Basel Annual Overage- aLEASE:SIGN AND DATE THIS COPY AND RETURN TOME Rates Valid for 72:Hours MMSA 2 Rev 11/07, ver 1.0 ............ ...... Document Efficiency At ii orle E TIRIT A TO MASTERA1AINTRNANCE,&5ALE AMUENIF;N) This Agreement sets forth the specific terms and conditions underwhich IKON agrees to sell the specific 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 front lime to tune. Either party may terminate the "master' arrangement contemplated by this Agreement al any lime upon prior .,Ron notice to the ether. Termination of this Agreement shall not, hmvever, after or otherwise facility the t'ighls or obligations of ilia parties wills respect to any Sales Order or Service Order placed and accepted prior to such Ietmination. The following terms strait apply to all Service transactions: I. Se{yjces, (a) In order to obtain Services from IKON hereunder, Customer will either (i) execute a Service Order (in a lone m be provided and executed by IKON) referencing this Agreement, or (d) issue a valid and signed purchase order to IKON (each referred to in this Agreement as a "Sen'ice Order'). Each Service Order must identify the specific equipment to be serviced, the term ol'the Service engagement, the location at which Services shall be per forced and the applicable Service charges for such order. The cover page to this Agreement may servers an initial Set vice Order. (b) .As part of its Services, IKON will repair or replace in accordance hvith fire terms and conditions of This Agreement any part of the serviced equipment (hat becomes unserviceable due to normal usage (other than consumable supplies). Replacement parrs will be furnished on tar exchange basis and will be new, reconditioned or used. All parts removed due to replacement will become the prepeny of IKON. (c) fife Services provided by IKON under this Agreement and each Service Order will not include the Iollinving: (i) Repairs resulting Item misuse (including without limitation improper voltage or the use of supplies that de not conform to the manufactm'ci's specifications); (ii) Repairs made necessary by service performed by persons ether than IKON representatives; (iii) Service calls or work which the Customer requests to he performed outside of regular IKON business hours (unless covered under an extended hour service contract) and Service calls or work ",Inch the Customer requests to be per leaned on IKON holidays; (iv) Removable cassette, copy cabinet, exit trays, of any item not related to the nmchaaical or electrical operation of the serviced equipmenl; (v) Construable supplies such as pope, or staples, unless expressly provided for in the Service Order; (vi) Repairs and/or service calls resulting tram attachments not prnclrased from IKON; (vii) Any software, system support or related connectivity unless specified in waiting by IKON; (viii) Parana longer available from the applicable manufacturer, (ix) Electrical work external to the serviced equipment, including problems resulting from overloaded or improper circuits; and (x) Charges for installation of the serviced equipment or de -installation and/or movement of [lie serviced equipment fiom one location to another. Damage to serviced equipmenl or pans at from causes beyond the control of IKON are not covered by this Agreement or any Service Order. IKON fray terminate its Service obligations under this Agreement or any Service Omcf with respect to any iten at serviced equipment that has been modified, damaged, altered or serviced by personnel other than those employed by IKON. Additionally, service ncccssbaled as a result of inadequate key operanor involvement, opermor caused damage, lack of recommended service, or use of inadequate or incompatible supplies pray result in Service being rendered on a line.ant-nmrerial basis in arlditinn 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 Onder. Seavice does not include coverage on IKON holidays. Travel and laborvtime for Ile service calls after normal hours, on weekends and on holidays, it and when available and only in the event and to the extent that IKON agices m provide such non-standard coverage, will be charged aI overtime rates in effect m tho line the service call is mode. IKON representatives will not handle, disconnect or repair unauthorized attachments or components. Customer is responsible for disconnecting and to countering unauthorized alrachnreds or components. Customer shall hold IKON and its employees and representatives harmless 6onr and against damages to any unauthorized parts, components of accessories as well as any claims arising therefrom. 3. Rec4rydiiiam , Reconditioning and similar major overhauls may be covered by applicable manufacturer wananties, but are nor covered by this Agicemcul of any Service Order. If IKON determines that such actions nay be necessary as a result of normal wear and tear of materials and age Factors caused by normal usage in ordea 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). If the Customer does nor emhoan a such veacat illoning, IKON may, at its option: (i) discontinue service of such .serviced equipment under the applicable Service Order and refund any unused portion of Ibe Service Changes (as defined below) applicable to such serviced equipment, or (if) refuse to renew site[' Service Order for such serviced equipment upon its expiration. Afar any such ounination, IKON will make service available on a "Pea Call" basis or IKON's Ihcn-prevailing rates at the time of tan vice. 4. Term. Each Service Order shall become effective on the effective dale of the Service Order and shall continue for the term identified in life Service Order AI the expiration of the initial Tenn or any extended lean of any, Service Order, it will automatically, subject to applicable law and wilho r further action required by either party, renew par an additional twelve (12) month period, provided that the Customer is not then in default and subject to applicable law. The court acted rate will be adjusted to IKON's then -prevailing rates, to be reflected in an automatic increase as of the renewal date. 5. Service Chimes. (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 changes for repairs or Service that are otherwise covered by life applicable nanaduchoca s limited warranty during the period covered by any such \"manly, to the extent IKON has agreed with such manufacturer not to charge a customer for' any such charges. Customer acknowledges and agrees that: (i) allerations, attachments, specification changes, or use by Customer ol'sub-standard supplies that cause excessive service calls pray require an increase in Service Charges; (ii) the transfer of the serviced equipment hour the location indicated on the applicable Service Order tire), result in an incteasc of Service Changes or the lerntinmien of the applicable Service Oder; and (iii) the Toner Inclusive Program (ir 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 io this Agreement and/or any Service Order, excluding taxes on the income of IKON. (b) Service Charges one based on standard 8.5x1l images. IKON reserves the right to assess additional images charges for non-smndurd images, including I I xl9 ranges. Customer acknowledges Thal pricing is based on the prevailing rates at the time of the contract. If the term of any Service Order exceeds 12 months, the Coat Per hnage and the Cost of Addilional Images maybe increased by IKON up to 5% annually for each year beyond the initial 12-month Paled, Document Efficiency 6. Defnia . If Customer does not pay all Service Charges or other charges owing under Ibis Agrecmenh or any Setvice Order Promptly when clue, IKON may (i) refuse to further service the serviced equipment until such default is filly cured, of (ii) famish Setvice on a C.O.D. "Pei Ca I I' basis at IKON's then -prevailing rates, at the time of Scrvice. Except us expressly pernknod by this Agreement, no rehmd or credit eviil be given (or any early termiaa(ion ofany Service Order or any renewal thereof. it Cuslomcr defaults in its obfigations hereunder, IKON may require Customer m inunedialely pay to IKON all past due payments under all Service Orders, and the curly termination fee described in Section 10 below. 7. Use Of Recomfnio ded Supplies; tilleter Readings. (a) Ville Customer uses otter (Iran manufac tuci-recommended supplies, including paper, developer, toner, and fuser oil, and if such supplies are collective ective or ,at acceptable for use on or the serviced equipment cause abnormally frequent service calls or service problems, then IKON may, at its opinion, assess a surcharge or terminate the applicable Setvice Order will) inspect to such items of serviced equipment. Ifso terminated, Customer will be offered service on a "per Call" basis at IKON'S then -prevailing rates. It is not a condition of this Agreeemene that the Customer use only IKON -provided supplies. (b) If IKON determines that Customer has used more Ihan Ill. manutactumr's rocommended specifications [or supplies provided by IKON, Customer will pay reasonable ebmges for chose excess supplies and/or IKON may refuse additional supply shipineres. Customer agrees to ptovide IKON true and accurate meter readings monthly and in any reasonable manner requested by IKON, whether via telephone, email or otherwise It accurate meter readings are not provided oa a timely basis, IKON reserves the right to estimate the meter readings from previous meter readings. Appropriate adiustmenls will be made to subsequent billing cycles following receipt of actual and accurate roarer readings. As part of its Services, Customer acknowledges and agrees that IKON may place automatic meter leading notes on imaging deices at your location in ordw' to facilitate the lonely and efficient coilectlnn of accurate meter read data on a oemtbiy, (pruterly ut annual basis. IKON agrees that such units will be used by IKON solely for such limited purpose Once n'ansmitied, all order rear) data shall becoma the sole property of IKON mud will be utilized for billing purposes. S. Customer Obligations. Custmner agrees to provide a proper place for tire use of the serviced equipment, including electric service as specified by the manufacturer. Customer will provide adequate facilities (al 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 cquiproenr. Customo' will provide a key operator Cot the serviced equipment and will make operators available for insuvdion in use and care of fire serviced equipment. Unless otherwise agreed upon by IKON in writing or designated in the applicable Service Order, all supplies for use with file serviced equipment will be provided by ice 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. 9. Early I ermhmtion. (a) Customer may terminate any Set, ice Order under This Agreement prior to its motor fly so long as Cuslomcr is not then in default and provides IKON at least ([,lily (30) days prior written notice. (b) For each Service Order having an initial Icon of al leas( 36 moths, Customer shall pay to IKON, as liquidated damages and not as a penalty, the Iollowing early announce fee: (i) if the Iermination occurs in months I through 12 of the term of such Service Order, an amount equal to 12 Boles the base monthly Service Charge payable under such Service Order; IN) if the termination occurs in months 13 through 24, an senoant equal to 9 times (he base monthly Service Charge; and (iii) if the lenninmion occurs anytime after the 24" month, an amount equal to the lesser of 6lines the base monthly Set vice Charge or the number of months remaining under (he then current tern of such Service Otdcr. For each Service Order having an initial term of less Ihan 36 months, Customer shatl 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 tie number ref months remaining under the initial learn of.such Service Order. the following terns shall apply to all Produc( sale transactions 10. Order, Delivery and Acceptance. In order to purchase Products hour IKON hereunder, Customer will either (i) execs, a Sales Order (in a form to be provided and executed by IKON) referencing this Agreemenq 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- lot such order. -the cover' page to this Agreement may serve as an initial Sales Order. Unless otherwise agreed upon by both parties in writing, (a) delivery of Products to common cm'dox or, in the case of an arranged delivery by a local IKON installation vehicle, actual delivery by such vehicle (o Cuslonher shipping point, shall constitute delivery to Customer, and (b) Customer shall be responsible Coy all installation, transportation and rigging expenses. Cusloner agrees to confirm delivery oral] Products covered by this Agreement when the same is delivered by signing a deliveryand acceptance certificate o' wmtea delivery acknowledgement. Orders shall not be cancelable by the Customer fallowing acceptance by IKON. IKON reserves (be right to make Product deliveries in installments. All such installments shall be separately invoiced and paid for when due, mithoul regard to subsequent deliveries. Delay in delivery of any installment shall no relieve Customer of its obligation to accept remaining hadaihnents and remit payments as invoiced by IKON. IKON reserves the right at any lime to revoke any credit extended to Customer because of Customer's failure to pay I'or any Products when due or for any other similar er'ediI reason. 11. Returns: Dana=ed Products. No Products may be returned without IKON'S prior written consent. Only consumable goods invoiced within sixty clays will be considered for return. On uuf ali heed returns, Customer agrees to pay a restocking charge equivalent to 30%of the purchase price. Merehandisc returned without written authorization nhay not be accepted at the receiving dock and is the sale responsibility of the Customer. All nm)- saleable metchandise (Ihal has been opened or partially used) evil] be deducted from any credit due to the Customm. All claims for damaged Products or delay in dclivary shall be deemed waived unless made in writing, delivered to IKON within Ihree dales ate receipt of Products. Document Efficiency At WbrV The following terms shall apply to the IKON PlusPak Program 12. HCON PlusPak Program. For eligible equipment (as detennined by IKON from time t. time), Customer may elect to obtain Services by participating in the IKON PlusPak Program. To participate, Customer must pwnhuse an IKON PlusPok for the desired into of equipment by executing either a Sales Older or a Service Or der indicating a PlusPak purchase and the speeitic item of eligiblcequipinenl fowhich 'coverage is desired. Participation in the PlusPok Program shall continence following payment for the PlusPak and entities Customer to receive (a) one (1) loner' cartridge [or' the item of equipment covered by the PlusPok, and (b) Services ['or such item of equipmcN until PlusPak coverage terminates. Participation in The PlusPak program is voluntary and Customer may terminate PlusPak coverage at any lime upon thirty (30) days prior written notice to IKON. PlusPak coverage shall terminate automatically Tryon the first to occur of (x) consumption or the Pluspak loner carh'itlge, (y) purchase by Customer of a non-PlusPok toner cartridge, or (z) three (3) years fran the date of Pluspak purchase. By participating in the PlusPak Program, C'natOmel acknowledges and agrees that IKON shall have no obligation to provide Service or refund PlusPak payments following termination rdr PlusPak coverage for any reason. In order in obtain Service following termination of coverage, Custaner may purchase additional PlusPaks, or purchase Services on a lime -and -materials basis at IKON's then -prevailing rates and in accordance with the trials and conditions of this Agreement. PlusPak purchase prices are non-refundable and are due and payable following delivery of PlusPak consumables. All of the terms and conditions ordus Agreement shall apply to PlusPak transactions, excluding those set forth in Sections 4, 5b, 76 and 91h. In the event of a conflict between lire tens and conditions or This Section and those, set forth in any other Section of this Agreement, the terms and conditions.[' this Section shall control. Tile following terms shall appal to all Product, Service and PlusPak Program U'anaactimta': 13. Warranty. IKON agrees to perlbnn its Services in a professional manner, consistent will, applicable industry standards. IKON is not the manufacturerufany offhe Products. However, IKON shall transfer to Customer any Product warranties made by (lie applicable Product manufacturer, To the extent transferable and without recourse EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IKON DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, FXPRCSS OR IMPLIED, OF ANY NATURE WHATSOCVCR, INCLUDING BUT NOT LIM I ED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE. IKON SHALL NOT BE RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR .ANY DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING OUr OF THE USE OR PERFORMANCE OF THE EQUIPMENT OR THE LOSS OF USE OF THE EQUIPMENT. IKON'S TOTAL AGGREGATE LIABILITY TO CUSTOMER, 117 ANY, UNDER ANY SALES ORDER OR SERVICE ORDER, SHALL IN NO EVENT EXCEED THE TOTAL FEES PAID TO IKON THERrUNDER. Catholic, must comply with any applicable license agreement or license terms relating to intangible property or associated services included in any Products, such as periodic software licenses and/or prepaid data base subscription fights ("Sohware License"), whether pursuant to wriner, click -Through, shrink -map or taller agreements for such purpose, with the supplier of the Software ('Software Supplier"). IKON has no right, title or interest in any Software. Customer is solely responsible for entering into Soliware Licenses with the applicable Softare Supplier'. 14, Pavmenh Risk of Losse Taxes. Payment berms are net ten (10) days. If invoices are unpaid and perdue, Customer agrees to pay IKON a late charge of 1.5% per month on any unpaid anto robs or the maximum allowed by law, whichever' is less, and in addition shall pay IKON all costs and expenses of collection, or in the entbosanent of IKON's rights hereunder, including, bill not limited to, reasonable internal and extemai legal costs, whether' of not suit is brought. All remedies hereunder or at law are cumulative; provided, however, that the sole remedy of Customer let any Services not perionned in accordance with the Service standards set forth in this Agreement shall be the Prompt mid proper le—pie,rtonn tree orsuch services at no additional charge. Unless otherwise agreed upon by boil parties in writing, Customer assumes all risk of thell, loss m damage, no nratler how occasioned, to all Products covered by this Agreement following delivery by IKON to conmton cruller at, 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, Custaner 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. 15. Aulenment• Force hia'e re. Customer shall neither assign any 118111 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 Services occasioned by causes beyond IKON's control, including without limitation strikes, lockout, tires, embargoes, war or other outbreak of hostilities, inability to obtain anneals Is Or shipping space, receipt of order's in excess of IKON's or its supplier's Ihen- scheduled production capacity, machinery breakdowns, delays of can.. ypheens,� ,q ernmcnlal acts and regulations or other causes beyond 1K,O�N's �7 control. �j_ GaU2.r]f.`/3�i/ } / — r4T�"eepi f Ib. Governing Law; Entire Aurecment. This Agreement shall be governed by and construed and interpreted in accordant 'I I the laws of the Ceramaavealtit.ot:!'.enusyJaarde. The parties hereto also agree to submil to the non-exclusive ,jm'isdiction of the courts ohhe.C.omnreraweahh-of— P.axrosylvania to resolve any action under This Agreement. This Agl'cement constitutes the entire agreenrenl between Lite parries and nary, not be amended except in writing sighed by an officer' or authorized representative or IKON. All Sales Orders and Service Orders shall be governed solely by the teens and conditions of this Agreement, notwithstanding the inclusion crony additional or different Leans and conditions in any order docnmem of any kind issued by Customer at any lime. PURCHASE ORDERS ISSUED BY CUSTOMER FOR PRODUCTS AND/OR SERVICES FROM IKON, EVEN IF TREY DO NOT EXPRESSLY REFERENCE: OR INCORPORATE ['HIS AGREEMENT, SHALL BE SUB.IEC"( 10 THIS AGREEMENT AND SERVE ONLY l'D � IDENTIFY THE PRODUCTS AND/OR SERVICES ORDERED AND SHALL NOT BE DEEMED TO ALTER OR OTHERWISE MODIFY THE TERMS AND CONDITIONS OF THIS AGREFMEN'I. IKON may accept or reject any order in the exercise of its discretion and may rely upon each order' J submitted by Customer as a binding cannnualutt. No local, general or trade custom or usage or course Orin tot dealings between the parties shall be r'elevanl to supplement or explain any teen used heroin. This Agreement and any Sales Orders or Service Orders relay be executed in one or more counterparts which, taken together, shall constitute one and the same or document. Any notices required tinder this agreement should be sent to: IKON Office Solutions, Inc., 1738 Bass Road, Macon, GA 31210. Attention: IKON Quality Assurance Deparnnent.