LEASE COPIER AND PRINTING EQUIPMENT FOR GRAPHIC SERVICES
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Master Agreement
CUSTOMER:
Full Legal Name: tin.; (){ (') EA/ZLlJATER-
Address: i 00 ~CO~I (nul? rLe AUafIJeJ
I
f) '/2 r,,- r -Jc: .
City: (~-/ LRfl.J) )r-frF"fL State:~ Zip: ..3c~ f, 1/J
Number:
Road, Macon, GA 31210.
I. Agreement. 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 by you and us and incorporating the
terms of this Master Agreement by reference (the "Agreement"). The personal and
intangible property described on a Schedule (together with all attachments, replacements,
parts, substitutions, additions, repairs, and accessories incorporated in or affixed to the
property and any license or subscription 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 pre-
paid data base subscription rights, such intangible property shall be referred to as the
"Software."
2. Schedules; Delivery and Acceptance. Each Schedule that incorporates this Master
Agreement shall be governed by the terms and conditions of this Master Agreement, as
well as the terms and conditions set forth in such individual Schedule. Each Schedule
shall constitute a complete agreement separate and distinct from this Master Agreement
and any other Schedule. The termination of this Master Agreement will not affect any
Schedules executed prior to the effective date of such termination. When you receive
the Product, you agree to inspect it to determine it is in good working order. Scheduled
Payments (as specified in the applicable Schedule) will begin on the Product delivery
date ("Effective Date"). You agree to sign and return to us a delivery and acceptance
certificate within three business days after any Product is installed.
3. Term; Payments. The first scheduled Payment (as specified in the applicable Schedule)
("Payment") will be due on or before the Effective Date. The remaining Payments
will be due on the same day of each subsequent month, unless otherwise specified
on the applicable Schedule. If any Payment or other amount payable under any Sched-
ule is not paid within ten days of its' due date, you will pay to us, in addition to
that payment, a late charge of 5% of the overdue payment (but in no event greater
than the maximum amount allowed by applicable law). You agree to pay $25.00 for
each check that the bank returns for insufficient funds or for any other reason. You
also agree that THIS IS AN UNCONDITIONAL, NON-CANCELABLE AGREE-
MENT FOR THE MINIMUM TERM INDICATED ON ANY SCHEDULE TO THIS
MASTER AGREEMENT. All payments to us are "net" and are not subject to set off
or reduction.
4. Product Location; Use and Repair. 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 manufacturer's certification and in compliance with applicable laws
and in good condition, except for ordinary wear and tear. 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 and Fees. In addition to the payments under this Master Agreement, you agree to
pay all taxes, fees, and filing costs related to the use of the Product, even ifbilled after
the end of the term of this Master Agreement or any Schedules. If we are required to
file and pay property tax, you agree to reimburse us. If you are required to file and pay
the taxes directly to the tax collector, we will notify you.
6. Warranties. We transfer to you, without recourse, for the term of each Schedule, any
warranties made by the Vendor or Supplier (as defined in Section 10 of this Master
Agreement) with respect to the Product rented pursuant to such Schedule. We warrant
that we will not interfere with your quiet enjoyment of the use of the Product so long as
no event of default under this Master Agreement or any Schedule shall have occurred and
be continuing. The parties to this Master Agreement each acknowledge that IOS Capital
IOSCapitar
Contact: 'I'JA I\( niAl(eJe..
rl r> '"1 r.:; '') . f " 1,\
Phone:-rd T-___'(Lb( -(1.0.001
is a wholly owned subsidiary of I
MANUFACTURE OR DESIGN THE PRODUCT. YOU ACKNOWLEDGE THAT WE
DO NOT REPRESENT THE MANUFACTURER, VENDOR OR EQUIPMENT SUP-
PLIER AND THAT YOU HAVE SELECTED THE PRODUCT AND THE VENDOR
BASED ON YOUR OWN JUDGMENT. However, notwithstanding anything to the con-
trary, if you enter into any maintenance agreement ("Maintenance Agreement") with IKON
with respect to any Product, no provision, clause or paragraph of this Master Agreement
shall alter, restrict, diminish or waive the rights, remedies or benefits that (i) you may have
against IKON as a vendor of the Product or in connection with the Maintenance Agreement
or (ii) you may have against IKON under Article 2A of the UCe. EXCEPT FOR OUR
WARRANTY OF QUIET ENJOYMENT, WE MAKE NO WARRANTY, EXPRESS OR
IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. AS TO US, YOU RENT THE PRODUCT (S) "AS-IS". The
only warranties, express or implied, made to you are the warranties (if any) made by the
Vendor to you in any documents executed by and between the Vendor and you. YOU
AGREE THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE ARE
NOT RESPONSIBLE FOR, AND YOU WILL NOT MAKE ANY CLAIM AGAINST
US FOR, ANY DAMAGES, WHETHER CONSEQUENTIAL, DIRECT, SPECIAL, OR
INDIRECT.
7. Loss or Damage. 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
time of Product delivery to you until it is delivered to us at the end ofthe Schedule. You
are required to make all Payments even if there is a Loss. You must notify us in writing
immediately of any Loss. Then, at our option, you will either (a) repair the Product so
that it is in good condition and working order, eligible for any manufacturer's certifica-
tion, (b) pay us the amounts specified in Section 12 below, or (c) replace the Product
with equipment of similar age and capacity from IKON.
8. Indemnity, Liability and Insurance. (a) The parties to this Master Agreement will
indemnify, defend and hold each other harmless from all losses, damages, claims, suits
and actions (including court costs and reasonable attorneys' fees) ("Claims") arising
out of any breach of this Master Agreement except to the extent caused by the neg-
ligence or intentional acts or omissions of the other. (b) Because you have sole pos-
session and control of the Product, you are fully responsible for any Claim, or other
damage, injury or loss caused by (or to) the Product resulting from the use, misuse
or possession of the Product or any accident or other casualty relating to the Product.
We are responsible for damage or injury to third persons when the damage or injury is
caused exclusively by our negligent acts or omissions. You agree to maintain insurance
to cover the Product and will name us as an additional insured and loss payee on your
insurance policy. Such insurance will provide that we will be given 30 days advance
notice of any cancellation. If you fail to provide evidence of insurance reasonably
satisfactory to us, you authorize us to obtain coverage on your behalf and you agree to
pay for this coverage. In the event of loss or damage to the Product, you agree to remain
responsible for the payment obligations under this Master Agreement until the payment
obligations are fully satisfied.
9. Title; Recording. We are the owner of and will hold title to the Product (except
for any Software). You will keep the Product free of all liens and encumbrances.
Except as reflected on any Schedule, you agree that this Master Agreement is a
true rental. However, if any Schedule is deemed to be intended for security, 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 appoint us or our designee as your attorney-in-fact to execute and file, on
your behalf, financing statements covering the Product.
10. Software or Intangibles. To the extent that the Product includes Software or other Intan-
gibles, you understand and agree that we have no right, title or interest in the Software
and you will comply throughout the term of this Master Agreement with any license
and/or other agreement ("Software License") entered into with the supplier of the Soft-
ware ("Supplier"). You are responsible for entering into any Software License with the
Software Supplier no later than the Effective Date.
11. Default. Each of the following is a "Default" under this Master Agreement and all Sched-
ules: (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 perform any of your other obligations under this Master
Agreement or any Schedule or in any other agreement with us or with any of our affili-
ates and this failure continues for 10 days after we have notified you of it, (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 anybankruptcy or reorganization proceed-
mg, or (d) any guarantiaas~e of any Schedule does not perform
Its obligatIOns u.~th . n ;~om<:~' one of the events hsted in clause
(c)above,or(lfaNr 0 r..it.
12. Remedies. If a Defa.ccurs, "may do one or more of the followmg' (a) we may
cancel or terminate this Master Agreement and/or any or all Schedules, and/or any or all
other agreements that we have entered into with you; (b) we may require you to immedi-
ately pay to us, as compensation for loss of our bargain and not as a penalty, a sum equal to
(i) all past due Payments and all other amounts then due and payable under this Master
Agreement or any Schedule; and (ii) the present value of all unpaid Payments for the
remainder of the term of each Schedule plus the present value of our anticipated value
of the Product at the end of the initial term of any Schedule (or any renewal of such
Schedule), each discounted at a rate equal to 6% per year to the date of default. We agree
to apply the net proceeds (as specified below in this Section) of any disposition of the
Product to the amounts that you owe us; (c) we may require you to deliver the Product
to us as set forth in Section 14; (d) we or our representative may peacefully repossess
the Product without court order and you will not make any claims against us for dam-
ages or trespass or any other reason; (e) we may exercise any and all other rights or
remedies available to a lender, secured party or lessor under the Uniform Commercial
Code ("UCC"), including without limit, Article 2A of the UCC, and at law or in equity;
(f) immediately terminate your right to use the Software including the disabling (on-
site or by remote communication) of any Software; (g) demand the immediate return
and obtain possession of the Software and relicense the Software at a public or private
sale; (h) cause the Supplier to terminate the Software License, support and other ser-
vices under the Software License, and/or (i) at our option, sell, re-lease, or otherwise
dispose ofthe Product under such terms and conditions as may be acceptable to us in our
discretion. You agree to pay all of our costs of enforcing 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 repossession, repair, prepa-
ration, 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 public or private disposition and to apply the
net proceeds (after we have deducted all costs, including reasonable attorneys' fees) to
the amounts that you owe us. You agree that if notice of sale is required by law to be
given,S days notice shall constitute reasonable notice. You will remain responsible for
any deficiency that is due after we have applied any such net proceeds.
13. Ownership of Equipment; Assignment: We are the sole owner and title holder to the
Equipment. You will keep the Equipment free of all liens and encumbrances. YOU
HAVE NO RIGHT TO SELL, TRANSFER, ENCUMBER, SUBLET OR ASSIGN THE
EQUIPMENT OR THIS AGREEMENT WITHOUT OUR PRIOR WRITTEN CON-
SENT (which consent 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 those obliga-
tions) 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 maintenance, service or supply
agreement with IKON, such agreement will remain in full force and effect with IKON
and will not be affected by any such assignment.
14. Renewal; Return of Equipment. After the minimum term of any Schedule to this Master
Agreement, such Schedule will renew on a month-to-month basis unless you notify us in
writing at least 30 days prior to the expiration of the minimum term of such Schedule
and return the Product to us as specified in this Section 14. At the end of or upon ter-
mination of each Schedule, you will immediately return the Product subject to such
expired Schedule to us in as good condition as when you received it, except for ordi-
nary wear and tear, to any place in the United States that we tell you. We will bear
IN WITNESS WHEREOF, the parties have executed this Master Agreement as of
PRINT/NAME OF AUTHORIZED SIGNER:
X05tLa.tTCltJ~j' ,
. :2s1 "0llCttu)~( lcs/(.~Jc
AuthOrIzed SIgner S'tgnature TItle:
Date:
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the shipping charges so long as replacement equipment is selected from IKON.
Otherwise, you will bear all expenses of deinstalling, crating and shipping the Product.
You will insure the Product for its full replacement value during shipping. You will, upon
request from us, obtain from the supplier or manufacturer (or other maintenance service
supplier previously approved by us) a certificate stating that the Product qualifies for
a maintenance contract and service at the standard rates and terms then in effect. 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 us or our designee.
15. Miscellaneous. 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 agreements between the parties relating to the subject matter contained
herein, including without limitation, purchase orders. Any purchase order, or other
ordering documents, will not modify or affect this Master Agreement or any Sched-
ule, nor have any other legal effect and shall serve only the purpose of identifying
the equipment ordered. You authorize us to supply any missing serial numbers,
agreement/schedule numbers and/or dates in this Master Agreement 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 Agreement.
Neither this Master Agreement nor any Schedule is binding on us until we sign it. Any'
change in any of the terms and conditions of this Master Agreement or any Schedule
must be in writing and signed by us. If we delay or fail to enforce 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 by the party
sending the notice and shall be effective when deposited in the U.S. Mail, addressed
to the party receiving the notice at its address shown on the front of this Master Agree-
ment (or to any other address specified by that party in writing) with postage prepaid.
All of our rights and indemnities will survive the termination of this Master Agree-
ment and each Schedule. If more than one customer has signed this Master Agreement
or any Schedule, each customer agrees that its liability is joint and several. It is the
express intent of the parties not to violate any applicable usury laws or to exceed the
maximum amount of time price differential or interest, as applicable, permitted to be
charged or collected by applicable law, and any ,such, excess payment will be applied
to Payments in inverse order of maturity, and any remaining excess will be refunded
to you.
16. Governing Law; Jurisdiction; Waiver of Trial By Jury and Certain Rights and Rem-
edies Under The Uniform Commercial Code. YOU AGREE THAT THIS AGREE-
MENT AND ANY SCHEDULES WILL BE GOVERNED UNDER THE LAW
FOR THE STATE IN WHICH OUR PRINCIPAL CORPORATE OFFICE IS
LOCATED. YOU ALSO CONSENT TO THE VENUE AND NON-EXCLUSIVE
JURISDICTION OF ANY COURT LOCATED IN EACH OF THE STATE
OF GEORGIA AND THE STATE WHERE YOUR PRINCIPAL PLACE OF
BUSINESS OR RESIDENCE IS LOCATED TO RESOLVE ANY CONFLICT
UNDER THIS AGREEMENT. THE PARTIES TO THIS MASTER AGREEMENT
EACH WAIVE THE RIGHT TO TRIAL BY JURY IN THE EVENT OF A LAWSUIT.
By signing each Schedule, you agree that either (a) you have reviewed, approved, and
received a copy of the equipment supplier contract covering the Product( s) we
acquired from the equipment supplier, or (b) that we have informed you by
this writing of the identity of the equipment supplier, that you may have rights
under the equipment supplier contract, and that you may contact the equipment
supplier for a description of those rights. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, YOU WAIVE ANY AND ALL RIGHTS AND REMEDIES
CONFERRED UPON A CUSTOMER OR LESSEE BY ARTICLE 2A OF THE
UCC THAT YOU MAY HAVE AGAINST US (BUT NOT AGAINST THE MANU-
FACTURER, ANY VENDOR OF THE EQUIPMENT OR IKON).
17. Counterparts; Facsimiles. Each Schedule may be executed in counterparts. The coun-
terpart which has our original signature and/or is in our possession shall constitute
chattel paper as that term is defined in the Uniform Commercial Code ("UCC") and
shall constitute the original agreement for all purposes, including, without limitation,
(i) any hearing, trial or proceeding with respect to such Schedule, and (ii) any determi-
nation as to which version of such Schedule constitutes the single true original item of
chattel paper under the Uniform Commercial Code. If you sign and transmit a Schedule
to us by facsimile, or by "e-commerce" transmission, if applicable, the facsimile copy
or e-commerce transmission as received by us shall be binding against you as if it were
manually signed. However, no facsimile, e-commerce transmission or other version of
a Schedule shall be binding against us until manually signed by us. You agree that the
facsimile or e-commerce version of a Schedule manually signed by us shall constitute
the original agreement for all purposes, including, without limitation, those outlined
above in this Section. You agree to deliver the facsimile or e-commerce version of any
counterpart of the Schedule with your original signature upon our request.
x
Master Agreement 5.01
AGREEMENTS BY CITY OF CLEARWATER:
Countersigned:
B~;~
Mayor-Co issioner
Approved as to form:
'I>(
Leslie Dougall-Sides
Assistant City Attorney
CITY OF CLEARWATER, FLORIDA
B
Iliam B. Horne, II
City Manager
Attest:
~~~ . ~
-tg~~c'l:rk' GOUdeau.'~. 6;
IOS Capital, Inc.
P.O. Box 9115, Macon, GA 31208-9115
Non-Performance Cancellation (Six Month) Addendum
ADDENDUM ("Addendum"), dated as of the 1st day of Mav. 2002, to that certain agreement no.
("Agreement") between IOS Capital, Inc.
("we" or "us") and City of Clearwater, as customer ("Customer" or "you").
The parties, intending to be legally bound, agree that the Agreement shall be modified as follows:
I. Limited Non-Performance Cancellation Ril!:ht. (a) IKON Office Solutions, Inc. ("IKON"),
our corporate parent, has committed to you to perform those certain performance commitments ("Performance
Commitments") set forth on Exhibit" A" with respect to the equipment ("Equipment") relating to the Agreement.
IfIKON fails to so perform as relates to any item of Equipment, please forward a registered letter addressed to
the Quality Assurance Department located at 1738 Bass Road, Macon, GA 31210 describing either the specific
Equipment problem or detailing the specific Performance Commitment(s) IKON has not met. If, at any time from
the date of this Agreement up through and including the date occurring 6 months after the date of this Agreement,
IKON has not corrected any such problem or repaired or replaced the non-performing item of Equipment (with
comparable Equipment of equal or greater capability at no additional charge) within 30 days of your registered
letter, you may notify us in a separate registered letter (to the above address) of your intent to cancel that portion
of the Agreement relating to the non-performing item of Equipment as of the date occurring thirty (30) days from
the date your cancellation letter is received by us. This limited non-performance cancellatio . t will be deemed
to be null and void, and of no further force or effect, as of the date occurring 6 months afte
Agreement.
~
(b) Following the date of any such cancellation, you will owe no further financial obligation in
connection with that portion of the Agreement relating to the non-performing item of Equipment due (you will still
owe a prorated amount for the remaining Equipment). All financial obligations from the commencement of the
Agreement up through and including the cancellation date, however, will remain your responsibility. The
Agreement will continue for all other items of Equipment.
2. All capitalized tenus used but not defined in this Addendum will have the meanings
given to them in the Agreement. Except to the extent modified by this Addendum, the tenus and
conditions of the Agreement will remain unchanged and shall continue in full force and effect.
IN WITNESS WHEREOF, each party has caused its duly authorized officer to execute this Addendum,
as of the date first written above.
CUSTOMER: CITY OF CLEARWATER
B~'~ R rmch[(l r31 bPv'/'f1lJ.XE
Authorized SignerDfoC.~ .
AGREEMENTS BY CITY OF CLEARWATER:
Countersigned:
CITY OF CLEARWATER, FLORIDA
B~~.~T
William B. Horne, II
City Manager
Approved as to form:
Attest:
~~,aL<<~a,~
, Cynt a . Goudeau -:: -
fVCity Clerk '.' - _....
.
eslie Dougall-Si
Assistant City Attorney
.. .. ~ . .
i~
"It- I
Exhibit A
Performance Commitments
BETWEEN
City of Clearwater
&
IOS Capital/IKON OFFICE SOLUTIONS
Guarantees
The Guarantees are applicable to the equipment (Equipment) described in this Agreement. The Guarantees are effective
on the date the Equipment is accepted by you and apply during IKON's normal business hours. They remain in effect for
the Term of this Agreement, so long as no ongoing default exists on your part.
Term Price Protection
The Cost per Image and the Cost of Additional Images are guaranteed against any price increase for the term of this
Agreement, unless agreed to in writing by an Addendum signed by both parties.
Senice and Supplies
IKON provides full coverage maintenance including replacement parts, drums, labor and all service calls during our
normal business hours. This Program also provides all supplies required to produce images on the Systems covered under
this Agreement, excluding paper and staples. The supplies are provided according to manufacturer's specifications.
Optional supply items such as paper, transparencies and staples are not included.
Guaranteed Response Time
We guarantee a quarterly average response time of 2 to 6 hours for all service calls located within a 30 mile radius of any
IKON office and 4 to 8 hours for service calls located within a 31-60 mile radius for the term of this Agreement.
Response time is measured in aggregate for all machines covered by this Agreement. If the response time guarantee is
not met, a credit equal to $100 toward your next purchase from IKON will be made available upon your request. Credit
requests must be made in writing via a registered letter to the address specified in the " Correspondence" section below.
Uptime Performance Guarantee
The System(s) provided under this Agreement will be operational with a quarterly uptime average of 95%, excluding
preventative maintenance time or we will, upon request, provide a loaner of similar or upgraded features at no additional
cost, until the System(s) is operational. Loaner requests must be made via registered letter to the address specified in the
"Correspondence" section below.
Image Volume Flexibility
At three months from the contract inception and every three months thereafter, IKON will, upon your request, review the
image volume. If the image volume has moved upward or downward in an amount sufficient for you to consider an
alternative plan, IKON will present pricing options to conform to a new image volume. If you decide an upward or
downward adjustment of the Guaranteed Monthly Minimum Images is advantageous, a new Agreement must be signed by
both parties. The new Agreement may not be less than the remaining term of the existing Agreement but may be
extended for a term equal to that of the original Agreement. Adjustments to Guaranteed Monthly Minimum Images
commitment may result in a higher or lower cost per image and monthly payment. A downgrade is limited to 25% of the
original Guaranteed Monthly Minimum Images.
Upgrade Guarantee
At any time after six months from the contract inception, you may reconfigure the Equipment by adding, exchanging, or
upgrading to an item of Equipment with additional features or enhanced technology. You must sign a new Agreement of like
original term. The Images Plus Cost Per Image, The Cost of Additional Images and the Minimum Monthly Payment of the
new Agreement will be based on the Equipment and new image volume commitment.
Performance Commitment
We are fully committed to performing the guarantees of this program as outlined above. If we fail to do so, you must
notify the Director of Service via registered letter at the below address specified in the "Correspondence" section, detailing
the specific guarantee(s) we have not met. We will have 30 days to correct the problem. Correcting the problem may
include replacing the Equipment to cure Equipment non-performance or issuing a credit. Ifwe have not corrected the
problem within 30 days, you must notify us via registered letter of your intent to cancel the contract in 30 days, after
which no further financial obligation pertaining to the non-performing Equipment is due. All financial obligations from
the commencement of the Agreement to the cancellation date remain the responsibility of the Customer.
Customer Service
IKON Office Solutions will provide City ofCleanvater with good customer service described as
responding to requests for repair, information, materials, quotes, and questions. Ikon will provide
second level escalation for problem solving. If the City provides IKON notice of non-compliance of
performance of any IKON provided equipment, and IKON has not remedied any such non-compliance
within 5 business days of such notice, IKON will replace the equipment with equal or better
performing equipment, at no charge to the City, for the length of this Agreement.
Cancellation of this Agreement under this provision is available only for IKON'sfailure to meet the
guarantees outlined in this Agreement and valid for the first six (6) months from equipment
installation. After the initial six (6) months City ofCleanvater may not cancel the agreement and IKON
will be obligated to repair or replace the system(s) that are not performing according to the
guarantees outlined above.
Correspondence
Please send all correspondence relating to this Program via registered letter to this address:
10S Capital
Quality Assurance Department
1738 Bass Road
Macon, GA 31210
Customer: City of Clearwater
/,.,./
Read, Agreed, & Signed,
~d c ()r1Lw~
Office Solutions
Date
Date
AGREEMENTS BY CITY OF CLEARWATER:
Countersigned:
Approved as to form:
CITY OF CLEARWATER, FLORIDA
. BY~;''''''' Ii. ~~-:II:
William B. Horne, II
City Manager
Attest:
~ . ..
~~,~ - ~
teyn! ~udea~,.", ' ~
City Clerk ',_' ;:-
. .
"
I , ,f
IOS Capital, Inc.
an IKON Office Solutions, Inc. company
P.O. Box 9115, Macon, GA 31208-9115
NON-APPROPRIATION OF FUNDS ADDENDUM
1/1 '!( (~!--J.- " - C'
ADDENDUM ("Addendum"), dated as of the ~ day of /( ,', ~-/.) ".,>, 20~, to
that certain agreement no. ("Agreefuent") between IOS Capital, Inc. ("we" or "us")
and City of Clearwater, as customer ("Customer" or "you").
The parties, intending to be legally bound, agree that the Agreement shall be modified as follows:
1. Notwithstanding anything in the Agreement to the contrary, the parties to the Agreement agree
that in the event of the occurrence of all (but not less than all) of the below: (i) you are not appropriated
sufficient funds for equipment which will perform services and functions which in whole or in part are
essentially the same services and functions for which the equipment covered by the Agreement ("Equipment")
was rented (if such appropriation is specifically required to pay the payments ("Payments") required under the
Agreement); (ii) funds are not otherwise available to you to pay such Payments to us; (iii) there is no other legal
procedure by which such Payments can be made to us; and (iv) the non-appropriation of funds did not result
from any act or failure to act on your part, then you shall have the right to return the Equipment to us (at your
expense, to a destinatioo we direc~ in good working condition less nonnal wear aneand cancel the
Agreement by a written notice to us no earlier than thirty (30) days prior to the end 0 ~l year.
2. All capitalized terms used but not defined in this Addendum will have the
given to them in the Agreement. Except to the extent modified by this Addendum, the terms an Y
conditions of the Agreement will remain unchanged and shall continue in full force and effect.
IN WITNESS WHEREOF, each party has caused its duly authorized officer to execute this Addendum,
as of the date first written above.
CUSTOMER: Ciry O,::~jefl/c.lJ....l/::rr&
By~'/ See fJI-lncbLd tJ/C-:.}Jr-ttUiI By
Authorized Signer Date bkx.k. .
Revised 6/00
~, .
AGREEMENTS BY CITY OF CLEARWATER:
Countersigned:
CITY OF CLEARWATER, FLORIDA
Approved as to form:
Attest:
hn_~,~~~
r Cynt~ . Goud~au ~- -
. City Clerk '_
. .
~ .. .. .. .. ..
l~
,~
'~
IOSCapital
IOS Capital Inc.
An IKON Office Solutions Company
1738 Bass Road
Macon, GA 31210
P.O. Box 9115
Macon, Georgia 3 1208-9115
Telephone 800 800 1060
Fax 478471 2375
May 8, 2002
City of Clearwater
100 S. Myrtle Ave.
Clearwater, FL 33756
To Whom It May Concern:
Attached is an exact copy of the agreement signed by IDS Capital. When the City of Clearwater executes
the attached a eement by signing it and returning it to us, IDS Capital can provide an official certified
copy r ur ecords.
Lee 11 erson
Regional Credit Coordinator
IDS Capital