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HomeMy WebLinkAboutIKON Office SolutionsELIZABETH NEVILLE TOWN CLERK REGISTRAR OF VITAL STATISTICS MARRIAGE OFFICER RECORDS MANAGEMENT OFFICER FREEDOM OF iNFORMATION OFFICER Town Hall, 53095 Main Road PO Box 1179 Southold, NY 11971 Fax (631) 765-6145 Telephone: (631) 765 - 1800 southoldtown.northfork.net RESOLUTION # 2006-304 Resolution ID: 1696 Meeting: 03/28/06 04:30 PM Department: Police Dept Category: Contracts, Lease & Agreements THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2006-304 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MARCH 28, 2006: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Sul~ervisor Scott A. Russell to enter into a 60 month lease atreement between the Town of Southold and IKON Office Solutions for a Ricoh 3035 copier for the Southold Town Police Department, at a monthly cost of $365.00 pursuant to the New York State contact price, all in accordance with the Town Attorney. Budget line A. 1670.2.200.500 Elizabeth A. Neville Southold Town Clerk PATRICIA A. FINNEGAN TOWN ATTORNEY patricia.finnegan~,town.southold.ny.us KIERAN M. CORCORAN ASSISTANT TOWN ATTORNEY kieran.corcor an(a't own.southold.ny.u s LORI HULSE MONTEFUSCO ASSISTANT TOWN ATTORNEY lori.montefusco~vtown.southo]d.ny.us SCOTT A. RUSSELL Supervisor Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone (631) 765-1939 Facsimile (631 ) 765-6639 OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTHOLD MEMORANDUM To: From: Date: Subject: Elizabeth A. Neville, Town Clerk Lynne Krauza Secretary to the Town Attorney Apdl 4, 2006 IKON Financial Services Agreement For your records, I am enclosing an original Image Management Plus Agreement between the Town and IKON Financial Services in connection with a new copy machine for the Police Department. Also attached is a copy of the resolution authorizing Scott to sign same. If you have any questions, please do not hesitate to call me. Thank you for your attention. /Ik Enclosures cc: Members of the Town Board (w/encls.) Patricia A. Finnegan, Esq. (w/encls.) Chief Carlisle Cochran, Police Department (w/encls.) 't PATRICIA A. FINNEGAN TOWN ATTORNEY patricia, fin negan(~town.southold.ny.us KIEHAN M. CORCORAN ASSISTANT TOWN ATTORNEY kieran.corcor an@town.southold.ny.us LORI HULSE MONTEFUSCO ASSISTANT TOWN ATTORNEY lori.montefusco(a)town.southold.ny.u s SCOTT A. RUSSELL Supervisor Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 Telephone (631) 765-1939 Facsimile (631) 765-6639 OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTHOLD To: ~rom: Date: Subject: MEMORANDUM Ms. Lydia Tortora Lynne Krauza Secretary to the Town Attorney March 30, 2006 IKON Financial Services New Copy Machine for the Police Department Please be advised that Loft has reviewed and approved the attached Image Management Plus Agreement between the Town of Southold and IKON Financial Services in connection with the referenced matter. A copy of the resolution authorizing Scott to sign this Agreement is also attached. In this regard, kindly have Scott sign and date this document where indicated and return it to me. I will make certain that Betty receives the fully executed original Agreement for her records and that Chief Cochran receives an executed copy as well. Thank you for your attention. If you have any questions, please call me. /Ik Enclosure cc: Ms. Elizabeth Neville, Town Clerk (w/encl.) Chief Cochran, Town of Southold Police Department (w/o encl.) IKON FinancialServices- Image Management Plus Invoice Options Image Management Plus invoices include charges for rent and maintenance, STANDARD INVOICE This inwfice apl)lies to agrecments with only one piece of equipment. If thcre is more than one piece of equipment, the ~tandard invoice can he accompaJfied hy a multi-asset hilling support dc~cument. This docume]~t details h>cafion~ equipment, and meter information. COMBINED INVOICE (:ustumers with multiple agreements have the option of combining all ur a pm'tiol~ of their accounts on a single invoice, hnage Management agreements that utilize this feature will be accornpanied by our detailed DETAILED INVOICE SUPPORT This is a spreadsheet style h~rmaL with six fields of infi)rmation pre- ~;znted in an nrder selected by you. Meter infi)rmation details copy alhmance ami uqage. Four additional tlelds can he dNplaycd in message h)rmat. The support document can be submtalcd hy the categ,~D' that is selected as the tir~t field ofinf~mnation. Image Management Plus Options Standard Invoice - Available for single-asset ;tgreenlents. I Quick Steps STEP 1: CHOOSE AN INVOICE SUPF'ORT OPTION AND PLACE A CHECK IN THE APPROPgtATE BOX, STEP 2: SEL~Cr THE OF~EROF THE fiELdS FOR SORTING BY NUM BERING YOUR PF~FEt~ED OF~)ER~ BEGINNING WiTH 1, YOU MAY SELECT UP TO 4 OF6 ADDIT~ONAL iNFORM ATION fiELDS. STEP 3: For New Customers Only Preferred Payment Due Date: (1st through 25th) Payment Method. Please circle one of the following options (invoices are not generated with EFT payment method): Check EFT Corporate Credit Card Billing Contact: E-mail Address: Phone Number: (__) Ext.: A customer service representative may contact you for additional billing information. . STATE ANO LOCAL GOVERNMENT Product Schedule Image Management Plus - Document Efficiency IiiII At Work.- Product Schedule Number: State and Local Government Master Agreement Number: TIus Image Management Plus Product Schedule ("Schedule") is made part of the State ~md Local Government .;\1aster Agreement (".Master Agreement") identified on this Schedule between IKON Office Solutions, Inc. ("we" or "us") and , as Customer ("vou''). All terms and conditions of the Master Agreement are incorporated into this Schedule and made a part hereof. It is the intent of the parties that this Schedule be scparHely enforceable as a complete and independent agreement, independent of all other Product Schedules to the Master Agreement. CUSTOMER INFORMATION 10WI'\ of' '5ou-l-ho\d CU27/,e~~to) Sk..+< lI.k ~S ?O 'CDK CU I Product Location Address }JY \ \ q. 5g Address 7(' OI\OC wty County State Zip City County State Zip Customer Contact Name: I Customer Telephone Number: I Fax ~umberlE-mail Address: en Ie f' Cb-.\\sk Coc \--\OV\ PROOUCT DESCRIPTION ("PROOUCTS") Quantity Equipment Description: Make, Model & Serial Number Quantity Equipment Description: Make, Model & Serial Ntunber \ K\CO n '3,0'3<; '\ ?c..Pet- G."-nk PAYMENT SCHEDULE Minimum Term (mos.) CUit Cost of Guaranteed Minimum A-ieter Reading/Billing 60 Per Image Additio1l31 Images a101rthJ~uarterly/Otber For Additional Images $ $ ,0" Images C\ I 00 (') _Monthly Minimum Payment Payment Due Advance Payment (with tax) $ ~uarterly \Vithout Tax v""Monthly _Quarterly _Apply to tstpayment _Other $ "365 Other Other Sales Tax Exempt; B"Yes (Attach Exemption Certificate) Customer Billing Reference Numher (P.O.#, etc.) Addendum(s) Attached: 0 Yes (Check jf yes and indicate total numher of p-.lges; ....lrL e.ArCL.Dt- (}\J!- vc...~ ~ ~ TERMS ANO CONOITIONS l' ., ~clI. ~ *'^'I l. The first Payment will he due on the Effective Date The delivcl)' date is to he indicated hy signing a separate acceptance form. ~ ~ cf- ~'" ;~A- 2. You, the undersigned Customer, have applied to us to use the above-described items ("Products") for la....ful commercial (non-consumer) purposes. TUle;; IS AN UNCONDITIONAL, NON-CANCELABLE AGREEMENT FOR THE MINIMUM: TERM ~DICATED ABOVE. If we accept this Schedule, YOll agree to nse the above Product(s) on all the terms hereot: including the Terms and Conllitions on the Master Agrecmen~--THIS WILL ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND TIllS SCHEDULE AND THE MA..'iTER AGREEMF.,'IT A.."ffi HAVE RECElVED A COPY OF THIS SCHEDULE MlJ) THE MA.'iTER AGREEMENT. 3.lmal:"f> Charlff>!;/Mden: In rerum for the J\1inimum Payment, you are emitled to use the number of Guaranteed Minimum Monthly/Quarterly/Other Images. If you Ilse more than the Guaranteed Minimum Monthly/Quarterly/Other Images in any monthly/quarterly/other period, as applicable. yml will additionally pay a charge equal to the number of additional metered images times the Cost of Additional Image~. If we determine that you have used more than 20% over the manufactllrer's recommended specifications for sllpplies, you agree to pay reasonahle charges for those excess sUPlllies. The meter reading frequency is the period of time (monthly, quarterly, semi-annually or annually) for which the number of im<lges used will be reconciled. The meter reading fn:quetlcy and correspond11lg additional charges, If any, ma~' he different than the Ml111mum Payment frequency. You Will provide us or O\lr designee with the acwal meter reading upon request. Ifsueh meter reading is not received within 7 days, we may estimate the number of images u.sed. Adjustments for estimated charges for addi- tillnal images will he made upon receipt of anu<ll mner readings. NotwithstaJ1(ling any adjustl11('nt, YOIl will never pay li:ss than the i\1inimll11l Payment. 4. Additional Provisions (if any) arc: CUSTOMER / X .-f::t"~&/'J.~ SUf"r~i~or' Dot, "I/AI/Ob Allthori;o:ed Signer IKON OFFICE SOLUTIONS, INC. X Title: Date: Alltll{)ri~.ed Signer (Authorized Signer's printed name) (Authoril.ed Signer's printed name) , , " T.e8 'ASKclk(jN WWW.1KIlN:conl " : ' 1 " ' State and Local Government Master Agreement CUSTOMER, Full Legal Name: Address: Town of Southold - Police This Master Agreement ("Master Agreement") has heen written in clear, easy to understand English. 'When we use the words "you", "your" or "Customer" in this Master Agreement. we mean you, our customer, as indicated above. 'When we use the words "we", "us", or "our" in this Master Agreement. we mean IKON Office Solutions, Inc. Our corporate office is located at 70 Valley Sueam Parkway, Malvern, PA 19355. I. Agrf"t'ml'nt We agree to rent to you, and you agree to rent from us, subject to the terms of this Master Agreement, the personal and intangible property described in any equipment schedule (a "Schedule") executed byyoll and us and incorporating the terms of this Master Agreement by reference. Each Schedule shall be separately enforceable as a complete and independent agreement, independent of all other Schedules [0 mis Master Agreement. The personal and intangible property described on a Schedule (together with all attachments, replacements, pam, substitutions, additions. repairs, and accessories incorporated in or affixed to the property and any license or subscrip- tion rights associated with the property) will be collectively referred to as "Product". The manufacturer and/or vendor of the tangible Product shall be referred to as the "Vendor." To the extent the Product includes intangible property or associated services such as periodic software licenses and prepaid data base subscription rights, such intan- gible property shall be referred to as the "Software:." 2. ~rhMnl,.,... n~li~ ~ntl AN"~pf;lnrr. Each Schedule that incorporateS this Master Agreement shall be governed by me tenus and conditions of this Master AJtreement., as well as the terms and condicons set forth in such individual Schedule. ""e termi- nation of this Master Agreement will not affect any Schedules executed prior to the effective date of such tennination. \Vhen you receive the Product, you agree to inspect it to detennine it is in J[O(ld working order. Scheduled Payments (as specified in the applicable Schedule) wilf begin on the Product delivery and acceptance date ("Effective Date"). You agree to sign and return to us a delivery and acceptance certificate (which, at our request, may be done electronically) within three business days after any Product is installed. 3. Tenn. P:lyments. The fint scheduled Payment (as specified in the applicable Schedule) ("Payment") will be due on the Effective Date. The remaining Payments will be due on the same day of each subsequent month, unless otherwise specified on the appli- cable Schedule. If any Payment or other amount payable under any Schedule is not paid t..~.~~I~'::. ~r~j, d~: d~:~:::J.:~~:::' '; ~ .;; ~:;i:: :/,~~ ';j:~:';i'_~ ~:; 1Il'll.11II. l.tll _1 by ....vlI....blc blwJ. You also agree that., except as expressly stated in Section 19 below, 1HiS IS AN UNCONDmONAL. NON-CANCELABLE AGREEMENT FOR THE MINIMUM TERM INDICATED ON ANY SCHED- ULE TO nus MASTER AGREEMENT. All payments to us are "net" and are not subject to set off or reduction. 4. PrMnNl ~tinn. 1 1se ancl Rp.pair, You will keep and use the Product only at the Prod- uct Location shown in the applicable Schedule. You will not move the Product from the location specified in the applicable Schedule or make any alterations, additions or replacements to the Product without our prior written consent, which consent will not be unreasonably withheld. At your own cost and expense, you will keep the Product eligible for any manufactUrers certification as to maintenance and in compliance with 'r.plicable laws and in good condition, except for ordinary wear and tear. You may e ect to separately engage us to provide mamtenance and support services pursuant to a separate agreement for such purpose ("Maintenance Agreement"). All alterations, additions or replacements will become part of the Product and our property at no cost or expense to us. We may inspect the Product.at any reasonable time. 5. Taxes ancl Fees. In addition to the payments under this Master Aweement, to the extent you are not exempt under applicable law, you agree to fay alf applicable taxes, fees, and filin~ costs related to the use of the Product, even i billed after the end of the term of thIS Master Agreement or any Schedules. If we are required to file and pay property tax, you agree to reimburse us. If you are required to file and pay the taxes directly to the tax collector. we will notify you. 6. WaTT'llnrip.s, We transfer to you, without recourse, for the tenn of each Schedule, any written warranties made by the Vendor or Software Supplier (as defined in Section 10 of this Master ~eement) with respect to the Product rented pursuant to such Schedule. YOU ACKNOWLEDGE THAT WE DO NOT MANUFACTURE OR DESIGN THE PRODUCT. YOU ACKNOWLEDGE THAT WE DO NOT REPRESENT TIIE MANUFACTURER. AND 'THAT YOU HAVE SELECTED THE PROD- UCT BASED ON YOUR OWN JUDGMENT AND YOU HEREBY AFFIR- MATIVELY DISCLAIM RELIANCE ON A..""lY ORAL REPRESENTATION CONCERNING THE PRODUcr.MADE TO YOU. However, if you enter into a Maintenance Agreement with us with respect to any Product, no provision, clause or paragraph of this Master Agreement shall alter. restrict., diminish or waive me rights, remedies or benefits that you may have against us lmder such Maintenance Agreement. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED. AS TO ANY MATfER WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILTIY OR FITNESS FOR A PARTICULAR PURPOSE. AS TO US, YOU RENT THE PRODUcrS "AS-IS". YOU AGREE THAT, NOTWITIISTANDING ANITHING TO THE CONTRARY. WE ARE NOT RESPONSIBLE FOR, AND YOU WILL NOT MAKE ANY CLAIM AGAINST US FOR, ANY CONSEQUENTIAL, SPECL\L, OR INDIRECT DAM. AGES. 7. loss or Damar-e. You are responsible for any theft, destruction of, or damage to, the Product (collectively, ~Loss") from any cause at all, whether or not insured, from the rime of Product delivery to you unci it is delivered to us at the end of the Schedule. You 41405 Route 25 - PO Box Peconic . NY State:_Zip: 911 11958 City, Facsimile Number: (631) 765-2715 ~ - Document Efficiency IiiII At Work'- Number: Contoct' CMHisle E. CochIRlilneo (631 ) 765-2600 E-rn.ilAddres" pgarsik@town.southold.ny.us are required to make all Payments even if there is a Loss. You must notify us in writ. ing immediately of any Loss. Then. at our option, you will either (:I) repair the Prod- uct so that it is in good condition and worlcing order, eligible for any manufacturers certification, (b) pay us the amounts specified in Section 12 below, or (c) replace the Product with equipment of similar age and capability from us. 8. r.l:lims r iahili~ ancllnsllr::lfir~. (a) To the extent pennitted by applicable law, the parties to mis Master Agreement will defend and hold each other harmless from all claims arising out of the death or bodily injury of any agent, employee or business invitee of the indemnified party or the damage, loss or destruction of any tangible property of the indemnified party to the extent callSed by the negligence or inten- tional acts or omissions of me indemnifying party. (b) Because you have sole posses- sion and control of the Product, you are responsible for any damage, injury or loss caused by (or to) the Product resulting from the use, misuse or possession of the Prod- uct or any accident or other casualty relating to the Product. We are responsible for damage: or injury to third persons to the extent the damage or injury is caused by our negligent acts or omissions. You agree to maintain insurance to cover the Product for all types of loss, including. without limit, theft, in an amount not less than the full replacement wlue and you will name us as an additional insured and loss payee on your insurance policy. Such insurance will provide that we will be given thirty (30) days' advance notice of any cancellation. You agree to provide us with evidence of such insurance in a form reasonably satisfaCtory to us. If you are self-insured with respect to the Product(s), you shall maintain during the term of Olch Schedule to this Master Agreement a self-insurance program reasonably satisfaCtory to us and shall provide to us evidence of such r.rogram. In the event of loss or damage to the Product, you agree to remain responsib e for the payment obligations under this Master Agreement until me payment obligations are fully satisfied. 9. TItle. RP.Nlnlin~. We are the owner of and will hold tide to the Product (except for any Software). ou will keep me Product free of all liens and encumbrances. Except as reflected on any Schedule, you agree that this Master ~eement is a true rental. However, ifany Schedule is deemed to be intended for secunty. you hereby grant to us a purchase money security interest in the Product covered by the applicable Schedule (including any replacements., substitutions, additions, attachments and proceeds) as security for the payment of the amounts under each Schedule. You authorize us to file a copy of this Master Agreement and/or any schedule as a financing statement and you agree to prompdy execute and deliver to us any financing statements cover- ing the Product that we may rOlsonably require; provided, however, that you hereby aumorize us to file any such financing statement without your authentication to the extent permitted by applicable law. 10. Software or Tntane;hles. To the extent that the Product includes Software or other Intangibles. you understand and agree that we have no ri~ht, tide or interest in the Software and you will comply throughout the term of this Master Agreement with any license and/or other agreement ("Software License") entered into with the sup- plier of the Software ("Software Supplier"). You are responsible for entering into any Software License with the Software Supplier no later than the Effective Date. II. I!dilili. Each of the following is a "Default" under this Master AKreement and all Schedules: (a) you fail to pay any Payment or any other payment within 30 days of its due date. (b) any representation or warranty made by you in this Master Agreement is false or incorrect and/or you do not perfonn any of your other obligations under this Master ~eement or any Schedule and/or in any other agreement with us or with any of our affiliates and this failure continues for 10 days after we have notified you of it, or (c) you become insolvent, you dissolve or are dIssolved. or you assign your assets for the benefit of your creditors, or you file or have filed against you any bankruptcy or reorganization proceeding. 12. ~. If a Default occurs, we may do one or more of the following: (a) we may cancel or tenninate this Master Agreement and/or any or all Schedules, or any or all other agreements that we have entered into with you; (b) we may require you to immediatelr pay to 1lS, as compensation for loss of our bargain and not as a penalty, a sum equa to (i) all past due Payments and all other amounts then due and payable under this Master Agreement or any Schedule; and (ii) III r~;..l D~J-~~- ~^~ .J.e rA~~;fi..l.... of ...... ....~ _c _L" I ".tI~ l'lu~ VU. _.....:....:t"".~J ..tI _ f J.~ F.u<I~~. ... ..... ~_..l ""WI iJli1i1i Ii f J ~ I_A L ( J h ..J f ..~l, :l....l,....duk}, ~u~l. =.~~~::~ .7.~~i~ ~.:1~~~!~~;~;?A~~i::~~:::.~~::: J~y ~"~ us, (c) we may require you to deliver the Product to us as set forth in Sec. tion 14; (d) we or our rerresentative may peacefully repossess the Product without court order and you wil not make any claims against us for damages or trespass or any other reason; (e) we may exercise any and all other rights or remedies avail- able to a lender, secured party or lessor under the Uniform Commercial Code ("UCC"), including without limit, Article 2A of the DCC, and at law or in equity; (I) immediately tenninate your right to use the Software including the disabling (on- site or by remote communication) of any Software; (g) demand the immediate return and obtain possession of the Software and relicense the Software at a public or private sale; (h) cause the Software Supplier to terminate the Software License, support and i<; '-888-ASK-IKON www.ikon.com ~ other services under the Soft\l:are License, and/or (I) at our option, to sell, re-lease, or othe~se dis~ose 0.( the Product under such terms and conditions. as may be accePta:b1e to us In our discretion. You agree to pay all of our costs of enforang our rights against you, including reasonable attorneys' fees, and all costs related to the sale or disposition of the Product including, without limit, incidental damages expended in the reposses- sion, repair, preparation, and advertisement for sale or lease or other disposition of the Product. If we take possession of the Product (or any Software, if applicable), we agree to sell or otherwise dispose of it with or without notice. at a fublic or private disposi- tion. and w apply the net proceeds (after we have deducted al costs, including reason- able attorneys' fees) to the amounts that you owe us. You agree that if notice of sale is required by law to be given, 5 days' notice shall constitute reasonable notice. You will remain responsible fur any deficiency that is due after we have applied any such net pro- ceeds. 13. AUiFmp.nt. YOU HAVE NO RIGHT TO SELL, TRANSFER. ENCUMBER, S LET OR ASSIGN TIlE PRODUCT OR llIIS MASTER AGREEMENT OR ANY SCHEDULE WITI-lOUT OUR PRIOR WRITTEN CONSENT (which con- sent shall not be unreasonably withheld). You agree that we may sell or assign any of our interests without notice to you. In that event, the assignee will have such rights as we assign to them but none of our obligations (we will keep any such obligations) and the rights of the assignee will not be subject to any claims, defenses or set-offs that you may have against us. If you have entered into a maintenancl:, service or supply agreement ",ith us, such agreement will remain in full force and effect with us and will not be affected by any such assignment. You agree to acknowledge any such assignment in writing if so requested and to keep a complete and accurate n:cord of all such assignments in a manner that complies with Section 149(a) of the Internal Revenue Code, and the regula. tions promulgated thereunder. 14. Renf'Wl11. Renlm of PrnclnC1". After the minimum term of any Schedule to this Master Agreement, such Schedule will renew on a month-to-month basis unless either party notifies the other in writing at least 30 days prior to the expiration of the minimum tenn of such Schedule. At the end of or upon termination of each Schedule, you will imme- diately return the Product subject to such expired Schedule to us (or our designee), to the location designated by us, in as good condition as when you received it, except for ordinary wear and tear. We will bear the shipping charges so long as replacement equip- ment is selected from IKON. Otherwise, you will bear all expenses of deinstalling, crat- ing and shipping the Product. You will insure the Pnxluct for its full replacement value during shipping. You must pay additional monthly payments, at the same rate as then in effect under a Schedule, until the Product is returned by you and is received in good condition and working order by our designee or us. 1 S. Mi.....p.l1aneons. You agree that the terms and conditions contained in this Master Agree- ment and in each Schedule make up the entire agreement between us regarding the rental of the Product and supersede all prior written or oral communications, under- standings or a~eements between the parties relating to the subject maner contained herein, including without limitation, purchase orders. Any purchase order, or other ordering documents, will not modify or affect this Master Agreement or any Schedule, nor have any other legal effect and shall serve only the pu~e of identifying the equip- ment ordered. You authorize us to supply any missing confi~re to order" number (~crO"), other equipment identification numbers (including, Without limit, serial num. bers), agreement/Schedule identification numbers and/or dates in this Master Agree- ment or any Schedule. You acknowledge that you have not been induced to enter into this Master Agreement by any representation or warranty not expressly set forth in this Master Ap"eement. Neither this Master Agreement nor any Schedule is binding on us until we SIgn it. Anychanl{e in any of the tenns and conditions of this Master A1;reement or any Schedule must be In writing and signed by us. If we delay or fail to enlorce any of its rights under this Master Agreement with respect to any or all Schedules, we will still be able to enforce those rights at a later time. All notices shall be given in writing and sent either (a) by certified mail or recognized overnight delivery service, postage prepaid, addressed to the pat!}' receiving the notice at the address shown on the front of this Agreement, or (b) by facsimile transmission, with oral confirmation, to the fac- simile number shown below such party's signature on this Agreement. Either party may change its address or fAcsimile number by giving written notice of such chan~e to the other party. Notices shall be effective on the date sent. Each of our respective nghts and indemnities will survive the termination of this MaHer Agreement and each Schedule. If more than one customer has signed this Master Agreement or any Schedule, each cusromer agrees that its liability is joint and several. It is the e1{press intent of the parties not ro violate any applicable usury laws or to o:ceed the maximum amount of time price differential or interest, as applicable, pennitted to be charged or collected by applicable law, and any such e1{cess payment will be applied to Payments in the order of maturity. and any remaining excess will be refunded to you. 16. ~~~l'[Th; ~~i":;~~~':::;:,;,r~::;;' :6~~;(G~~TIt.T r;!rfIS ~sr;u AGREEMENT AND ANY SCHEDULES WILL BE GOVERNED UNDER TIlE APPLICABLE LAW FOR llIE COMMONWEALTH OF PENNSYLVANIA. YOU ALSO CONSENT TO THE VENUE AND NON-EXCLUSIVE JURISDICTION OF ANY COURT LOCATED IN EArn OF THE COMMONWEALTH OF PENNSYLVANIA AND llIE STATE WHERE YOUR PRINCIPAL PLACE OF BUSINESS IS LOCATED TO RESOLVE M-o'Y CONFLICT UNDER THIS MASTER AGREEMENT TIlE PARTIES TO THIS MASTER AGREEMENT EACH WAIVE THERlGHTTOA TRIAL BY JURY IN TIlE EVENT OF A LAW- SUIT. TO THE EXTENT PERMITTED BY Al)PLICABLE LAW; YOU WAIVE ANY AND ALL RIGHTS AND RElvIEDIES CO!'\'FERRED UPON A CUS- TOMER OR LESSEE BY ARTICLE 2A OF TIlE UCC THAT YOU MAY HAVE AGAINST US (Bill NOT AGAINST TIlE MA!'\TUFACTURER. Mry VENDOROFTHEPRODUcn. 17. \.onnte1:Patn. Far.similes. Each Schedule may be executed in counterparts. The counterpart which has our original signature and/or is in our possession shall consti- tute chanel paper as that term is defined in the Uniform Commercial Code ("Uec") an~ shal! constitute. the o~ginal agreem~nt fo~ all purposes, including, without li~- tauon, (1) any heanng, mal or proceeding With respect ro such Schedule, and (Ii) any determination as to which version of such Schedule constitutes the single true onginal item of chattel paper under the Uniform Commercial Code. If you sign and transmit a Schedule to us by facsimile, the facsimile copy, upon execution by us, shall be binding upon the parties. You agree that the facsimile of a Schedule manu. ally si~ed by us, when attached to the facsimile coPY signed by you, shall constitute the onpoal agreement for all purposes, including, WIthout linutation, those outlined above In this Section. You agree to deliver to us upon our request the counterpart of such Schedule containing your original manual signature. 18. Essentialitv. During the term of this Master Agreement and any Schedules, the Product{s) will be used solely for the purpose of performing one or more gov- ernmental or proprietary functions consistent with the permissible scope of your authority. You represent and warrant that the use of the Product{s) is essential to perfonmng such governmental or proprietary functions. 19. Non_AppmpriarionlNnn_Snhstltlltlon (a) If all of the following shall occur: (i) your governing body fails to appropriate sufficient monies in any fiscal year for rentals or other payments due under any Schedule to this Master Agreement for any equip- ment which will perform services and functions which in whole or in part are essen- tially the same services and functions perionned by the Producr(s) covered by any such Schedule, (ii) other funds are not available for such payments, and (iii) the non- appropriation of funds did not result from any act or failure to act on your part, then a ~Non-Appropriation" shall be deemed to have occurred. (b) If a Non.Appropria- tion occurs, then: (i) you must give us immediate: notice of such Non-Appropriation an~ provide wrinen notice of such failure by your governing body at feast 60 days pnor to the end of the then current fiscal year or if Non-Appropriation has not occurred by such date, inunediatc:ly upon Non-Appropriation, (ii) no later than the last day of the fiscal year for which appropriations were made for the rental due under any Schedule to this Master Agreement (the ~Retum Date"), you shall return ro us all, but not less than all, of the Product(s) covered by such Schedule to this Master AJtreement, at your sole expense, in accordance with the tenns hereof; and (ill) any Schedule to this Master Agreement shall terminate on the Rerum Date without penalty or expense to you and you shall not be: obligated to pay the rentals beyond such fiscal year, ~ that (A) you shall pay any and all rentals and other payments due up through the end of the last day of the fiscal year for which appro- priations were made and (B) you shall pay month-to-month rent at the rate set forth in any such Schedule for each month or part thereof that you fail to return the Product{s) as required herein, (c) Upon any such Non.Appropriation, upon our request,Jjou will provide, upon our request, an opinion of independent counsel (who sh I be reasonably acceptable to us), in fonn reasonably acceptable to us, con- firming the Non-Appropriauon and providing reasonably sufficient proof of such Non-Appropriation. 20. Fundin!" Intent. You represent and warrant to us that you presently intend to con- tinue this Master Agreement and any Schedules hereto for the entire term of such Schedules and to pay all rentals rc:laung to such Schedules and to do all things law- fully within your power to obtain and maintain funds from which the rentals and all other payments owing under such Schedules may be made. The parties acknowledge that appropriation fur rentals is a governmental function to which you cannot con- tractually commityourselfin advance and this Master Agreementshall not constitute such a committnent. To the extent permitted by law, the person or entity in charge of preparing your budget will include in the budget request for each fiscal year during the term of each Schedule, respectively, to this Master Agreement an amount equal to the rentals (to be: used for such rentals) to become due in such fiscal year, and will use all reasonable and lawful means available to secure the appropriation of money for such fiscal year sufficient to pay all rentals coming due during such fiscal year. 2 L Authority :ln~ ~1I,hori7~~~n. (a) You represent and warrant to us that: (i) you are a State: or pohtlcal subdiVISIon of a State, as those terms are defined in Seetton 103 of the Internal Revenue Code; (ii) you have the power and authority to enter into this Master Agreement and all Schedules to this Master Agreement; (iii) this Master Agreement and all Schedules to this Master Agreement have been duly authorized, executed and delivered by you and constitute valid, legal and binding agreement(s) enforceable a~inst you in accordance with their terms; and (iv) no further approval, consent or Wlthholding of objections is required from any governmental authority with respect to this Master Agreement or any Schedules to this Master Agreement. (b) If and to the e1{tent required by us, you agree to provide us with an opinion of independent counsel (who shall be reasonably acceptable to us), substantially in the form attached hereto as Emihi1..A. confirming the foregoing and other related mat. ters. (c) You agree to take all required actions and to file all necessary forms, includ- ing IRS Forms 8038-G or 8038-Ge, as applicable, to preserve the tax exempt status of this Master Agreement and all Schedules thereto. (d) You agree to provide us with any other documents that we may reasonably request in connection with the forego- ing and this Master Agreement. CUSTOMER IN WI1NESS "WHEREOF, the parties have executed this Master Agreement as of the dates set fonh below. IKON OFFlCE SOLUTIONS, INC. By: Authorized Signer Signature Name & Title, Date: By: Authorized Signer Signature Name & Title: Date: Facsimile Number: S&LG Muter Agreement 4.04 Facsimile Number: Uq/~~/~UUO U~:U~ ~AA b~l n4/ Jn4b IKUN U~'FICE SULL'TlONS lltJ 0021003 State and Local Govemment Master Agreement CUSTOMER, Full Lepl Name: Address: Town of Southald - Police -- Document Efficiency IIiII AI Work.- Number: - PO Box 911 11958 41405 Route 25 Peconic NY Statc:__Zip: City. Facsimile Number: (631) 765-2715 Con.."" Ce!Hisle E. Cachl1!lfirt., (631) 765-2600 E.m,i1 Adm.." pgarsik@tawn.southald.ny.us This Master Agreemenl (".Masttr AgrcemenE") has been 'wntteo in clQr, easy b:llllldersa.nd English. Men we use the wonh "you", "your" or ~Cusroml:l''' in this Master Agrctmllnt,. we mean you,. our customer, as indiatcd abovl:'. When w,= lI.se the words "we", "us., or "our" in this.Master Agreement, we mean IKON Office Solutions, Inc. Our corponte office is It.lCltaJ It 70Vall~ Stram P.~, MaMrn, PI.. 19]$5. J. f} '<: . YOQ also alP'" that, CRepr l&I exp~y stated in Section 19 below, IS AN UNCONDmONAl.., NON-CANCE.LABLE AGRE.RMENr FOR TIlE MINIMUM TERM INDICATED ON ANY SCHEI>- ULE TO TInS MASTER AGREEMENT. All pay.nerull' 1:0 'WI are I/net" and arc not aub;cn to set off or rcclucUon, 4. Prntln.....'^'""rinn.1Jc,..nrl RplJllir. Youwill~andl1SttheProducrooIY2tthePmd. uet Loa.rion shown in the ~ppliClble Scbedllle, YQ1I will not move the Product from the IOQrion 'pcci6cd in die applicable Schedule or make any altEntions, additions or rephu:emcnts to the Product WIthoUt our prior Writlnl COQSellt, .-lUeb couscnr will not be lIl1n::9sonably withheld. At your own C(Xt and npcnu, you wiIIlr:eep the Product eligible for any manubcmrer's certifiarion l&I to ITWlltl:nI.llCC and in cmnplianC't with 'r.pliable laWll' and in good condition, ext:ept Cat: Dl~ wear t.tId tear. YOI1 may e cd W ~pantdy c:npge w to provide IIWlItClllwoe iUld support servicu pIlmllnt to. 5qJaral:e agreemenr fur Nch pu.rposc (MMaintCDanc:e Agreement;. A1lalttrarions, addirions or replacements will become par:r of the Product and our propeny ar no cost or IlIprn5e to us. We tn3f in.oo,,~ the Prodllct.at any rcuonable time. S. Tul!!S and F<"t'!< In additian to rhe payments IJ.lJder this Master ^<<rcement, to the IeXlCnt you al"C not nempt W1der 2pplicable law, you 'agt"ee ttl p8y.lf IIpyUable lUes, fecs, and 61in, CXl5ts rela~ to the 1I5e of the PrOdu(t, even if billed after the end of the tenn of this Muter Agreement or any Sched\lles. If we are required to file and pay property tax, you llgree to reimbune Wl.lfyou lU"e rl~wrcd to file and pay the tules dircctly to the WI coUtanr, we will norify you. 6. Wal"T:llnti~, We ttaDSfer bJ yon, witbou' 1'eO)UBl::, for the tc:rm of cllCh Schedule, any wnttol WIUTaIItlt'll m.de bythc Vcndoror Soltwue SUJlplicr (III defined in Settinn 10 of dti.. Muter Agreement) with respect 1:0 the Product n:nted punuant to such Sche:dule:. YOU ACKN"OWLEDGE THAT 'WE DO NOT MANUFACTURE OR DESiGN TIlE PRODUCT. YOU ACKNOWLEDGE TIlAT WE DO NOT REPRESENT 1HE MANUFACTI.JRER, AND THAT YOU HA\7E SELECTED TIlE PROD~ ucr BASED ON YOUR OWN JUDGMENT AND YOU HEREBY AFFlR. MATIVELY DISCLAIM RELIANCE ON ANY ORAL REPRESENTATION CONCERNING LHE PRODUcr MADE ro YOU. However, if you enter into a Maintenance: ~mOlt with lU with respect rn any Product, hI;! provision, clause or pangraph of thi. M..ta" AgreemeDt sball.her, rtlmet, diminish or wUve 'Cbe righlS, remedia or beaefilll tluityou roay Mve againn UlI Wldl:r such Maintenance: A2reement. WE MAKE NO WAIlRAN'T'Y; EXPRESS OR IMPLIED, AS TO ANY MAlTER WHATSOEVER, lNa..VOlNG, BUT NOT LIMITED TO. THE IMPLIED WARRANTIES OF Ml!RCHANTABD.rrv OR FfrNESS FOR A PARTICULAR PURPOSE. AS TO US, YOU' RENT TIlE. PRODUCTS "AS-IS". YOU AGREE lHAT, NOTWrrHSTANDING ANYrH..ll'lG TO TIlE CONTRARY, WE ARE NOT RESPONSIBLE FOR, AND YOU Wll..L NOT MAKE ANY CLAIM AGAINST US FOR, ANY CONSEQUENTIAL, SPEClAL, OR rnDIRB:CT DAM- AGES. 7. In... nr n"rn~[p YOll are: r~pons.ible"for any meft, dcsO'Union of, or damage: w. the Product (collectively, ~Loss") from any cause: a.t all, whether or tlot inJUred, from me time: of Product delivny to you until it is ddive:rcd to us at the: e:nd of thl: Schedule, You arercqWred toJIUIIr:t llIIPaymenb eveD. if'CbErei. a LOlL You rDllSt notify w in wri.- ing immediately of any Loss. Then, at our option, you will cirber (a) r-epair the Pr0d- uct so dJat it is in good condition and workin!'j on:I.~, dipole for any mUltlfacturcr's ccrrifitlltion, (b) pay 1L'i me amouo13 specified m Section 12 bclllW, or (c) n:plilCe the Product with equipment 01 similar 1ft and capability &om us. 8. C.lailT'L'll I,illhilirv and Inomranno (a) To the tlltent pennitted by .ppuQble: law, the: panics bJ dW MuJEr ~nt wiD ddend and hold each other hannJ_ from all claims arising OUt of the dlC3th Of bodily injury of lUty lIgenr. empkayee or busincu invitee of the indemn.ified ptrty or the damage. Iofillil or destruction or any tangible property of the indtmllified plIrty tD the c::IttQr ClWled by dlt DegUgl:nce or i.nten- dona! 2C1S or omis:sions of the indemnifying puty. (b) Bcause you hll~ sole pos:st:soo sioo and a)nb"ol of the: Produa, you are responsible fur any daroage, ioiury or 1051 al.lKd by (or tr:I) the Product raulting from the lUC, misuse or possession Of the: Prod~ oct or lUty tiUdenr or other CiSUalty rebtiag to the Product. We Ire I't:llponsi~e for duur or injury to third penons to me exItt1t the damllfC or injwy D ended by Olll' nesU'eht am or omiuions. YOlIIVCe ro maintain il\S1UW1Ce bJ cover the ProdUct fur .11 !)'pC:I of Iou, including, without limit, theft, in an amount nol: leu than the full <<:pI'~ellt wlue and you will name lIS as an additional iNumI and lOSt p.yee 011 lOut insuruu:e policy. Such ilmanncc wiU provide that we wiU be ~...en thirty (30) daf3' advance Dotice ofany cancellation. YOIIllgree to provide us with evidenee of 5'llcb insul'MQ:; in .. form rc::uonably satisflctDty to us. If you are self-insured with respect to the Product(s), you shaD maintain dwing the ttml. of each Schedule to this Master Agrc:cmcnt a II:lf~inmnnct proJf1lrD reasonably ..risfactory to WI aJ,J.d shall provide to us rndUlC'tafsuch. prognm.Io the CYCDtoflOl:ll ordaIn. to the Product,)'Pu a!'"Ce tEl Rmain nsponsible for the payment oblirtiMl under mis Master Agreement until the payment obligations art fully satisfied. 9. 'TirlP'l Rprnrnin~. We aTl: the cnmer of and wiD hold tide tu the Product (CllC!pt for my Software). au will Ju:ep the ProdUCt free of all liens .nd I:IIt"'tImbnoccs. ~t as retleaed on ;my SchedvJe, you 19r'C!1l that this Mastr:f" Apeement is . trne n:otal. However, if any Schedule is deemed to be intended for StclU1ry, you hcreby gnnt to WI 2 purchase mon~ sr:cwity iDra-esr in the Product covcrod by die appliable SchedWe (induding any ttplar;anma, subsriturions, additiON, atQChmena and proceeds) as secant)' fat- the payment of the amounts undu each Sd\edule.. You authorize us tu 61e I copy of dtis Muter Agrcanent and/or any JCheduk u . 6nanring Stlltcmmt and you Igret tu prompdy uecute ud deliver lIJ us any fioancing IClttments 1XI'Ye:1'- in! the Product that we may reasonably require; provided, however,. that yoo hereby authoriu 115 to file any lIUCb financing statement without your authentiOllion to the: t.nmt permitted by IppliClble Jaw. 10. Softw.:.Pf! nr Intsnlribla. To the extmt that the p('()dUct includcs Software or other lota.ogibla, you undenlXld and a!TCf. that we have no ri,ht, title or inttfr;,t in the Sof'twue md you will comply throughoot the k-nn of this Master Agree:ment with arl'Y Iic.ensc and/or othq- IFCt.Q:lent ("Software Liccn5t:") entered intr.l with dill 5\lp- Plier of the Software ("Softwue S1Ipplier":). You llI'e I"tlIponsible for entuing into IIIIY Softwue License with the Softwuc Sl.Ipplie:r no later diaa the Effective Date. Ilo .Ik&.Ja1s:. Each of the following is . "Dcf.!1I1r" under this M:.ster A.lnemc::ot and all Schedules: (~you fail w pay any Payment or any other payment witlun 30 ~ ofits due: dare, (b) any n:presentlibon (lr warra.nty ttl2de by you in this Murer Agreement js &Ise: or incorrect and/or ytIa. do DOt pcrfonn any o(ynur other obliprions URder dUs Master Agceftu:nt or any Schedule mdlgr in any OthClIV~eD.t with 115 or with I.IlY of our af1W.aw and thU failure continues for 10 days .fter we hIve nnti6ed you of it, or (c) you become insolvent, you dissolve or are dis$Olved, or you assign your ~~t5 for the berloe61 of your crc:diton, or you file 01" have filed against YOIJ any bankruptcy or reorgMwtion proce:eding. 12. &m..aI.U;t. If. De&.ult occun, we may do one or more ofthll following: (a) we may cancel or knninate this M.asru AgrcemC1lt and/or any or 211 Schc:dule:!l, or any or an other a~c:menb that "e: have cnm-ed into with )'ODI (b) we DUly require you to immediatelr 'pit)' to WI, as compen.tion for loss of our bltrpin and not 15 2 pCDalty, a sum eqWl to (i) all pl5t due Paymcnb and 211 other ItDlOUllI:S then due aDd payable: ~~~_~..'. _'.e~~ee:ncn~ (lr IlDY Schedulc; and (i~i.d:~~ :~-~-- ::: 1""--.-___ of rl._._ r _ f I 1I..d. ...1_ __ .,'w.' .__~~_ _ _ ~-- ~_~ ~___.l f~I'Y'l f ,.EA..J.d ( , ..d r~dI3Lho:d~4,..,,~. ~.~ ~~ii: ~ , ;~rt-:'~~t~~~~~i;:~~:;A~::j::~::,~~;: ,__ __. -. (c) we IDlY require you to deliver the Product to us as set forth in See- riOll 1 +. Cd) we or (JUr rcpreJentaave may peacefully repass_ the Product without COl.ll't Order Old you will OUt make my daims against III for damages or trespass or lOy other rt'lSOn; (c) we may exerci5e *Dy *lid ~U othl:r righb or rf:l\'l~e!!I avail- able: to . lender, itcured pliny or lessor IlIIder tbc l1nifonn Comme:rcial Code (-UCC~), including witbou.t Iitnir. Artide: IA gf the: UCC, and ~t b.w or in equity; (1) imme:diatdy tc:nninllte fIllll' right tn use: the Software: including the disabling (on- s-ite: or by re:mote: communiQltion) or Illl)' Softw:Jrl:; (g) demand the: imm~are I"t':.twn and obr:a.in pos..~ion of the Softwue and reliCt.n.Je d\e Software at II p1Jblic or pnvate sale:, (h) cause the SolTvr..rc: Supplier to tenrunatc the Software Lce:ns~. liUpport wd @ 1'<; 1-888-ASK-IKON www.ikon.com U~/~~/~VUU V~,U~ r~A D~~ aq/ aaqb Il\UN mnCl> SULUTlUNS @003/003 gtber scrviccl under the StJftw2,re License, and/or (i) lit our option, to seU, re.Jeax, or orhuwise dispo.te of the Prodoct under suc:h tcnnsandl condioom 115 may be tiXeptable to Ul.in our discretion. You agree to I:r.lI of our C05fS of enfwcin! our rigllts against you, .U1cluding n:asonable attorneys' ea, and.11 COSD rda~d b;t the sale or disposition of me Produa iocluding, widiout limit. inridcncd damages expended in the reposses- sion, rcpait,prepan.tion, and 3dvertisement for $;lie or lease or omer disposition of the Product. If \nl take pouession of the Prodact (or any :;oftware, if applicable), we agree to sell OJ" omc:rwise dispose: of it with or withour hotke, at a P'lblk or priYlltc dbposi. tion, and to apply me net procC'l:'ds (alter we haV1: deduc;:ttd all coscs, indlldin! rClSOh~ able aaomcys' fees) to the amounl3 that you owe 115. You agt'Ce that if noticc of sale i:s requiCfti by law to be givea, 5 days' notice sMJl COfIl;litl1te reasonable notice. You will remain respoDlible lOr any deficiency mat is due after we have applied any luch net pro- ",,,,", n, 1llrI:m..', YOU HAVE NO RlGHT TO SELl" TRANSFER, ENCUMBER, S ET OR ASSIGN THE PRODUCT OR TInS MASTER AGREEMENT OR ANY SCHEDULE WIWOUT OUR PRIOR wtrrITEN CONSENT (wflidl wn- sent sh.U not be unrasanably withheld), You Igree that WI: mlily' sell or iISSi,gn any of our interests without notice ttI you. In that event., the assignee will bave such right! U we usip to the:m bat none: of aur obJi.ptiotl8 (we will ke~ any such obligations) lInd the riShl3 of the aaignr.c will not be subject to any claims., defenses or set-offs th3t you may hlil'Vl: apinst us. [fyoa have entered into a maunenance, service or SIIpply a~ement with us, such agreement will remain in fall fDru: and dkcc with I1J and wiU not be affected by any such &SSI:r,' ment. Yea agret: to acknowledge Ilny such auignml:nt Ut writing if KI teqUf:!lted an to keep a mmple~ and al::.CUnllC rl:;'[urd of all such asli~mena in a fIW\l)er dlat complies with Section 149(a) of rhelotetn:ll Reven\le Code, and tbe regula- tions promul!llted thereunder. I.... R..nn,,,,,!. Jl:..nIfTl of Prndnrl" After me minimwn ternl of any SchcdlJle to rhis MastCT A,reemcnt., such Schedule will ~cw on a raonm-lO-mondi basis nnllS either pany noti6r.s me other in writing u IcastJO daya prior to the ~tion of the minimum term of such Schedule. At the end of or upon termination [If ClIch Schedule, yoa will imme~ diatcly return the Product subject to sud& r.xpi.red Sdledole taus (or our designee), to the 10000tion daigmn~ by us, in as ~ condition lIIlI when you. J"ef:ei~d it, CJl:tq)t for ordinuy wear and tear, We will bear the shippi.Dg charJ~f:!l1O Icmg as replacemcnl equi~ ment is selected &om IKON. Othcnise:, you will bear all apen5G of deinsCllling, ent- Ut! and shipping me. Prodlla. You win inno: the Product for jl:5 full replacement wlue during shipping, You mUll p3y additional monthly p1Iyrnen.b, at the IIIlme l'2te u men in r.ffi:ct under I Schedule, until the ProdUCt is rctUml:d by you and is received in good condition and working order by our dC5ignee or UI. 1 S. Mirf!lbnrnn,. You agree daal me temu and mndition:l Olntainc:d in this Master Apu- ment an..d in each Schedule 81m a.p the entire :lgRl!mc:nt bctwl:m WI regarding the rental of me Product and supersede all prior written or onl tommunicatiOCl5, w.cler- sandiap or agreements between me partiel ..dating to the .ubjea mattEr amllliDl'd hemo.. indudinB' without IimiCltion, purchase Order.i. Any pun:hase order, or other ordering dOCUlOeno., will DOt modify or .""~ this Mllter Agr~t or any Schedule, 1I0r hlM; any odaer leg;d r.ffectand sLoall aerve only the ~ of i4r.otifyinr the eqwp- ment ordc:rui. You authorize us to suppl)' any missin! oo.nfiJ1;U'C to order" number ("eTO"), omerequipmcnr idr.:nti6ouion numben (iocludin!, without limit, serial num- hen), agrr.emcnvsc;liedule identification nLlD1br.n an(ltor UteS in dliJ Muter Ag:rer.-- mUlt OC' an)' Schedule, You Icknowledr rrur.t you have not bem induced to enter into this. Muter Agrcemenl by any rqJrescfttltion or Vr1IIrrlOty not ~ set fordl in this Mula' Ap'eemr.nt. Neill,,:t dUs Mutu Agn::r.menl n,3I' any Schedule is binding on us Wltil we ilgn it. Any l:han~ in any of the tmnl and condil::iOllli af thisMum: Aanemenr 01" any Schedule must be Ul writlng Uld signed by us. [f we delay or fail to cnlorcc any of itJ right! under this Master Apement with ~t to any or all Sdl.l:dules, we wiU still Ix: .ble to wfon::e those right! It a lal1:r time. All noticG shaD be given in writing and !IClU either (I.) by r:ertified mail or rccogniud oyemirht delivery service, postllle prepaid, llddrr.acd ta the ~ rcceivin! the notice Jolt the addren shown on the front of lhis Agftr.ment, or (b) by liaimile cnnsmission, with om confinnation, tD the flcw gmile Dumber shown below such pa~'s signature on 1M AgreelllUlt. Either party may change its address or &csimile number bY giviog wnlb:n notiee of sudl chariJe to the other party, Notices shaU be effr.ctiYe 00 the daft sent. Each of our res~e n!j:hts and indemnities wiU survive the tuminaliGn of thi. Afutc:'t Agreement and each Schedule. If mort: than one cnstomer has si~ed this Msstc:r Agreement or any Schedule, each awomer agrecs thatiB liability uloiDtand several. It is the uprcs:silJtentofthe parties not ID viollte any appliCllble unuy laws or to c:xcced tbc maximum amoant of time price' differential or mterat, as applicabll:, pennitted to be charged or collected by appliOlble la"', and any liUW exCUI pII~r.nt triU be applied to PllymeDtI in the order of marurity, and an)' rt:mainiog c:a:cey Will be tefunded to you, 16 ~T..U:JttTii:; t~'t;~~~~='I~:~~,jj~R1i~;.~~~ AGREEMENT AND ANY SCHEDULES Wfi.,L 8'fi. GOVERNED UNDER THE APPUCABLE LAW FOR TIlE COMMONWE.AL11i OF PENNSYLVANIA. YOU ALSO CONSENT TO TIlE VENUE AND NON~I!.XCLUSIVEJURlSD]C110N OF ANY COURT LOCATED IN EACH OF THE COMMONWEALlli OF PENNSYLVANIA AND TIlE STATE WHERE YOUR PRINCIPAL PlACE OF BUSINESS ]S LOCATED TO RESOLVE ANY CONFUCT UNDER nus MASTER AGREEMENT. "THE PARTIES TO THIS MASTER AGREEMENT EArn WAIVE TIlE RJGIDTOA TRIAL BYJUR'rrnnm EVENT OF A LAW- SUIT. TO niE EXTENT PERMITTED BY APPLICABLE LAW; YOU WAIVE ANY AND ALL RlGHTS AND REMEDIES CONfERRED UPON A CUS- TOMER OR LESSEE BY AIITICLE 2A OF THE UCC THAT YOU MAY HAVE AGAINST US (BUT NOT AGAINST THE MANUFAcrt1RER, ANY VENDOR OF THE PRODUc-n. 17. Counnrnlllrn. FtC"limil"", Each Schedule m..;y be ~eculrd in CO<II1tr.qJaru. The oount1!rpart whic bas our o~l.lipnu.rr. and/or il in our poseWOII shall COhlti- (ule chaa:cl papcras that term IS ddi.ned in tlu: Unifunn Commercial Code ("UCC",> and mall corutitute the origillllllgreement for Jolt PIUpllISoCS. indudinr, without limiw Qriou, (i) Iny bearing, Ilial or proceeding .nth res~ m iuch Sc11ednlc, and (ii) any determination .. to which veniOR of.uch Sched.de ronstirurc:s the single truc onginal item of chanel p-per under' the Un.if'onn Coromudal Code. If you sign and trao.smic.a Sched.de 10 us by faC5ilJ\ile, the hairnile copy. upon execution by 05, shaU be bindiog upon the parbCJ. You agree thai the facsimile of a Schedule mVlI1~ .aUy sif'1ed by Ill, wilen altllched to the faESitnile copY signed by you, sLaIll.VJIstituDC the onpn.al agreement fOJ: all purpoMS, including, Without limltation, those oudincd lbove Ul chis Section, You agree to deliVQ' to WI upon our retJUf:!lr du rol1u~rpart of $lIch Schedule containing youI' original manual signarnre, 18, F~p.nriali~. During the ram of this MastJ::r ~eement iIOd Iny Schtdalc:s, the Producr(s) will be used solely tOt the purpose of performing one. or 1Il0R gov~ emmcntal or proprieQlry funaiOM coaltent Mth the pumiaible ICIlpe of yolU .authority. You represCRt and warrant that the use of the Product(s) is C$Ctltial to ~rnung !nlch ,ovemmc:ntal or proprietary funcriOfUl, 19. Non-Annrnpri"rionlNl'ln_Snb~rinuion (a) If aU of the following shall oa:u~ (i) your ~ming IJody fails to appropriate suflident lOOnies; in any 61C11 year ror rentals or other r!ymentl due under any Schedllle to this M.aster ~cmcnt fin any c-quiP'" mmtwbith wiU perfonnscrvittll and functiOllJwhich in wtioIeor- in part'U'ecssen- tially die &:lIRe services and functions perfonned by the Prodatt{s) ~red by any such Schedule. (ii) other fumh Ire not anibble fw 5IIch paymenlS, and (ui) the non- appropiation offundsdid notrUllh from anyaClor&ilun to an: on yOllt part, then a "NonwApprnpriation" ahall be deemed to bsfve oa:urTed. (b) If a Noo.Appropria- tion OCCIU'S, then: (i) yeu mU5t pe WI immcd.i.atc notice of :such Non-Appropri.arion and provide written notioe of such faillI.re by )'INr plll'llil:l8' body at fcasr 60 days; prior 10 the end of the men l.'Irrc:nt 6sc:al year Dr if Non-ApP"'Opriation ha.:s not ocrom:d by such dare, imrntdilr:dY upon Non-Appropri.ation, (ii) nolatcr tbu the lISt day o( the 6sca1 y.::.ar for wbkh lIIppropriations were DlIde for- the renal due under any Schedule to th.is Muter Agreement (the "Return Date"). )'011 shall RtlJrn to OJ aU, but nOl ICSJ thUl all, of the Prodl.lcl(s) covered by such Schcdull: to chi, Master ~e~ent, at your de expr.me. in aocordance wid. the lr.r1DS hereof; and (iu) my Schedule (Q dW Muler Agtttmmt shall tlmninlte on me Rerorn Date without penllllty or apcnsc 10 you and~U shall not be obligated to P:IJ the renClls beyond sueb 6xa1 car, . that) aball y Iny and III renab and other p~enl3 due up 'l.rougr;'ed:d of e fa:' day ~e lDc:a1 year fur which .appro- pnacOl'l.ll were made and (IIi) )'Oil. lhall ploy lDfJuth~mootb rent at the nee set forth in my SfIrn Schedule lor eid1 monm or part thereof m.at you Jail to retum me Product(s) U RtJuiRd herein. (e) Upon any !NL'h Non-Appropriation, upon O'Dr rl:qucst, you. wiD provide, upon our reqUCllt, an bpiDion of ind~dent COUl)scl (who shall be t'I::lIIOnlbly a~ble to us), in fonn.rU$OlUbly acceptable to us, 0011- firminJ!: the Non.Appl'Opriatlon and providing reasonably mffidcnt proof of such Nono.Appl'OpDoon. 20, Fondillf' InlrnL Yon represent and wvnnt to III dlat yoQ pcr.scndy intend to con- tinue this Master AgTeetuc:nl and anr Sdledules hCRtO for the entire r.cnn of .uch Schedules and to ~y .11 rentals rcllMg to such Schedules; and to do all things I.ww fully within your power to obtain and maintain funds from which the tenblls and all odlCt payment!! owiog undcrsuc:'h Schedules roty he made.. The ~es acknowledge mat appropr;.rioo for rental. l.s a goyemmcntal function to which ~ cannot conw b"attuaIly ronunit younclfin .dvaucc and this Mum- Aver.ment shall not constitllte such a commilmcnL To the extent pennitted '" hw, me peBOn or entity in cba.-Ie of pRp:r.ring your budgrt wiU indude in the bud~ request for e:lI(:'h 6IcaI year durin! tilt turn of each Schedule, respectively, to tfW Maller Ageement an amount equal to the renab (to be UH:d for sUd1. rentail) to become dae in lueb fiscal ,ear, and will use 311 reasonable and l.wfuI means available to JCCU~ the appt'oprUbon of money fur sbch fi.stal year luffidentto ply all tc:rllllU coming due during .lICh fiscal year. 2!. .4.l1~hnriQ' ,"nil Anrhnnurion (.a) You represent and ",arnnt to UJ th3r:: (i) you Ire a State or politiCllI subdivision of I State., III those a:nns Ire drined in ScctJon lO} of the Internal Rncnue Codel (ii) you have the plWCT aMI authority to enter wto dW MutEr Ac!'eemcnt and all Schedules to Ibis Master ~mr.nt; (iii) thu ~tcr Agreement and all Scb.edDles to dWl Mutu Agreement have been duly authoriud, uecutcd and deliyc'tcd by you and cOn!titllh: v.Iid, legal and bindilJI agreement(l) enfotc:r.ab)e a~ you in accordance with their tcnns; .aMI (iv) no furnm approw.l, consent or WIthholding of objcctioru is requited from any ~t:I'la.1 authority wid. respect to rhis Mastcf' Agreement or tily Schedules to this Master Agreement. (b) If and to the elrtent required by us, YOll IIgrec 10 provide its with an opinion of independent aJUJ\SC1 (who shall be tl:UOl\ably acceptlble to 115), mbsmntiaUy in the Eonn aaached hc:rr:tD u Eahihi1.A ~nfinujng the foregoing and other relatN mat~ (c!'S, (c) You agree to take .11 required llct:ion, and to file all nccCSRry fol'm5, includ- ing ms Forms 8O:J8-G or SOJ8-Ge, as appliColble, to pr:escrve die tal: exempt StlltuJ of tbis Master Agreement and all Schedules thereto. (d) You agree to provide I.IS with any othcr documents that we may rcuonabl)' request in connection with the fORgo- in! and this Muter Agreement. CUSTOMER. shave ou:cuted this Master Agreement lIS of the dltes set forth below. IKON OmCE SOLUTIONS, INC. ? .JdL7' By: Authorized Signer N~me &; Tidc: Scott A. Russell, Supervisor Inte: 4/25/2006 (631) 765-2715 Fawmill!: Number. B~ Authorized Signer Signature Name ~ Title' Date: FacsimUe Nwnber: '-888-ASK-IKON www.ikofl.com SAtLG Mllu.r Agncmcnl 4.64 1':1.\\ YOI!'!;: . Document Efficiency At Work,'" IKON Office Solutions, Inc. P. Q. Box 834 Valley Forge. PA 19<\82-0834 70 Valley Stroarn Parkway Malvern, PA 19355 ADDENDUM ("Addendum"), dated as of the _day of June Master Agreement no.__1QJ3455 ("Agreement"), dated as of n p r i 1 2006 , between IKON Office Solutions, and_ Town of Southold as customer ("Customer" or "you"), , 2 0 0 6, to that certain the _2'5 to~ day of Inc. ("we" or 'IUS'I) -----. 1. Section 3 Term: PnvJ11cnts- The third sentence of Section 3 shall be amended to read as follows: ." f any Payment or other amount p.lynble under any Schedule to Ihis Mastel' Agreement is nol paid within ten days of the due date, Y9" \\/ill p!'l)' tn "\'. in l.ddit;GI. 18 lhftt P:.l.i I..ent, a l~tp ('''''('gu t8 e~.....J v..J ,,,llee1ien aBst9 ef('.'u~l '^ Ihp In'''''" Bf .1:......I"...........u{ {~'OJ or any HHe paym~l\t 01' ~??. hut nol''''''l'e Ih"ll fhe. high....~ Ill'gal rat-s " 2. Section 16 Govel"nine: Lnw: Jurisdiction: "'niver of Trinl Bv Jurv anti Certain Riehts and. U.cmcdics Untler the Uniform Commercial Code: The following sentence shall be added to the end of Section 16 of the Agreement: "Notwithstanding anything to the contrnry in nccordnnce with this Section 16, this Master Agreement is entered into pursllnnt to certain provisions contained in Section I 09~b, New York General Municipal Law (the "Statute"). All npplicable provisions of the St3tute fire incorporated by reference hcrein." 3. Section 19~NonwApl>rOI)l"iatlon of Funds: Section 19 of the Agreement shall be deleted in its entirety nnd substituted with the [ollowing in lieu thereof: 1119. Non-Almrooriations. You intend to remit and reasonnbly believe that moneys in an rullount sufficient to rcmit all Paymcnts and other charges due under eaeh Schedule to this Master Agreement can and will lawfully be appropriated llncl made avnihlble to permit your continued utilization of tbe Producl leased under all such Schedules and the perronnance of its esscntial function during the entire term of each Schedule to this Master Agreement. The persoll ill charge of preparing your budget will include in each of your fiscal budgets a request fol' all Paymcnts to bccome due in sllch fiscal period. Wc acknowledge that approprialion of moneys for Paymcnts is a governmental fUllction which you cannot contractually cOlllmit yourself in fldvance 10 pcrform, and neither Ihis M<lstcr Agreement nor any Schedule to this Mastcr Agreement shall constilute: (i) a multiple fiscal year direct or indirect debl or financial obligation; or (ii) an obligation payable in any fiscal year beyond lhc fLselll year for which funds arc lawfully appropriated; or (iii) an obligation creating a pledge of or a lien on your t~x or gcneral revellues. In the event that your governing board docs not npprove an appropriation of funds at allY time during the term of any Schedule under this Master Agrcement for Payments and othcr charges if nil)' which may become due and payable for iI fiseal year during the term. for the Product subject to such Schedule, you shall have the right to rdum all, but not less than all, of the Procluct subject to such Schedule at your sole expense, in ncconlance with Section 14 of this Master Agreement and terminate sllch Schedule 011 the lasl dllY of the fiscal pcriod for wh1cb sufficient appropriations were received without penalty or expense to YOll (other than as specified above), except liS to (he portion of Payments for which fund!; shnll have bcen Rcvi5Cd03;Ob .. . l"I.".loln,1 appropriated and budgeted. Al least thirty (30) day~ prior to the end of yom fiscal year, your chief executive officer (oj' legal counsel) shall certify in writing lhal (a) despite your utilization of best efforts 10 obtain sufficient appropriations, funds have not been appropriated for the fiscal period, and (b) you have exhausted all fUll(ls legally available to make Payments. If you terminate any Schedule because of non-appropriation of funds, you may nol purchase, lease or rent, equipment perfonning fUllctions similar to those perfonncd by the Product for a period of sixty (60) days aner such ICI111inatiol1 unless the foregoing would preclude YOll froIll pcrfonning any duties or functions required by any applicable statute or the Constitution or the Slate orNew York. This Section 19 shall not permit you to terminate this Master Agreement or any Schedule to this Mastel' Agreement in order to ncquire nllY other Product or to allocate funds directly or indirectly to perform essentially the application for which the })roducl is intended. This Masler Agreement and each Schedule to this Mnstel' Agreement shall be deemed executory only to the extent of monies appropriated and available for the purpose of such Schedule, and no liability on account thercof sllall be incurred by the political subdivision beyond the amount of such monies. The installment purchase contract is not a general obligation of you the lessee. Neither the full faith and credit nol' the taxing power of you the lessee arc pledged to the payment of any amount due or to become due under snch installment purchase contract. It is understood that neither this Mastcr Agreement, any Schedule to this Master Agreement nor allY representation by any public employee or orticcl' creates any legal 01' moral obligation to appropriate or make monics available fOI" the purpose of this Master Agreement or any Schedule to this Master Agreclncnt. 4. All capitalized tCllns used but 110t defined in this AddenduTIl will have the meanings given to them in the Agreement. Except to the extent modified by this Addendum, the terms and conditions of the Agreement will remain unchanged and shall continue ill full force and effect. IN WITNESS \VHEREOF, each party has caused ils duly authorized officer to executc this Addendum, as of the datc firsl written above. CUSTOMER: Town of Southold IKON Office Solutions, Inc. I>rint Legal Name x . Authorized Signature Date Authorized Signature Date Prim Authorized Signer Name Supervisor Title Print Authorized Signer Name Tille Scott A. Russell Ik\'isedO]i06