HomeMy WebLinkAboutCanon Landfill Copier Lease Schedule("Schedule")-Blended(SER-800) Page 1 of 1
Callon Customer:SOUTHOLD,TOWN OF CFS App#: Salesperson:Linda C Lehman
Canon Solutions America,Inc.("CSA") Agreement#:MA6196 Transaction#:S1130362 Order Date:11/03/20
One Canon Park,Melville,NY 11747
Pa ent Information Equipment Maintenance Information
(800)-613-2228 Listed Items Lease Term #of Lease Payments Maintenance included for all Equipment
Billing Information Customer Account: 1047792 48 Months 48 Excess Per Image Charge invoiced Quarterly by CFS
Company:SOUTHOLD.TOWN OF Per Unit Coverage Plan
DBA: Payment'('Plus Applicable Taxes) CFS Invoicing
Address:53095 MAIN RD Total Lease Payment .Fixed Price Plan
Address 2: $48,99 shall be invoiced Other Transaction Details
_
City:SOUTHOLD County:SUFFOLK -- Monthly
.Purchase Option:Fair Market Value
State:NY Zip:11971-4642 Phone M 631.765.1891 Due at Signing Tax Exempt(Certificate Attached)
Contact:Lloyd Reisenberg Fax#: #of Payments in Advance Total Due at Signing
Email:Iloydr southoldtownny..gov .,,,,,,. 0 ..._.__........$0,00
Covered Device Rider A(Office Equip/Cut Sheet Production) Covered Images Included In Payment Excess Per Image Charge(s)
B&W:1'.50 0 _ .B&W$0.013600
Item Coder Listed Items Description p � Qty j Ship To&-Mai ntenance Billing Information
1972VO64 ESPN 1F .. .». PAK 115A XG-PCS-15D 1 Address
h0 Ue Count SUFFOLK State NY Zipe. 12/n/2
Shipping:6155 Cox Lane Delivery Da 0
1972V064 ESP NEXT GEN PCS POWER FILTER( )
3674VO30 pIMAGERUNNER 16431/IF/P+INSTALL g y: :11935
236BV120 I MID VOLUME CONNECTIVITY 30+PPM UP TO 79PPM 1 Primary Customer Contact:Lloyd Reisenberg
Intsupplies (Pra•In5labad Supplles I:ncl'alifad in M'a'ucbm a 1 'Phone#:631.765.1891 Email:Iloydr@southoldtownny..gov
Meter Contact:
Phone M Email:
IT Contact:Lloyd Reisenberg
P"9!,#:631,765 1891 Email:ligydr@south.oldtownny gov
Billing:
Address 2:
City: County: State: Zip:
Billing Contact:
Phone M Email:
f Elevator No Loading Dock ND #of Steps 0 Hrs of Operation 9-4
,.... .... ,,,,,., ._mA,r, .._.®._ _,. _ b ,.._,.....,.. ... .... ,e......,.. ...m..., �,�_... ..._,,.-
Additional Requirements: Consumables:Toner Only
Meter Method imageWare Remote
For CSA USE ONLY:
OC COUNTY OF DUPAGE CONTRACT Fl-R-0251-18 Fiscal Funding Confg A 155546349
_.._..... _._...,m_,...,.�.m.,_............ ..6-1
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MFIJ„,TfCdEdi7�ILE.I.YtI'FERED II^tlTCX P1-iR5LCA4Td TV7,AR4D INdC'CIs£f OlraeF l"E�:i'tl"titin if W$114,tit;'PIS"°',VCI&.M,hY"d°Y1LS RW�dC,'a:LPiW1f„f.SA<LriR'd£(MEAYIX REFERENCEDAS 7HEAGREEMENT#A69VEQ",W,3utF.kvbNF:N1'°),.upi,,.iL4fDIF.i9,�. ,�•�. �..—...-... -...
1'd1a:MA6TER LEASE TERMS SET+LAiN TPk
MDER G THERETO WHICH SHALL CONTROL(THE'LEASE TERMS-)TO THE EXTENT THE TERMS OF AN EXISTING CFS MASTER AGREEMENT ARE REFERENCED ON THIS SCHEDULE(THE'EXISTING MASTER CFS LEASE-)AND ARE APPLICABLE TO THIS
1aCHEDULE.,.THEY SHALL CONTROL OVER THE MASTER LEASE TERMS SET FORTH AS RIDER G TO THE AGREEMENT FOR SO LONG AS THE EXISTING MASTER CFS LEASE REMAINS IN EFFECT STANDARD TERMS AND CONDITIONS AND APPLICABLE RIDERS
fkdCdJPaf f"rR;AI l'IL1 HEREIN ARE AVAILABLE A1'' .",�,,r' , 4u,i;W OdYirSAr',h,iSTr:'a1x11:.t:L2'r"C dL 'r ,AND SHALL APPLY TO THE EXTENT NOT MODIFIED BY THE AGREEMENT THIS SCHEDULE CONSTITUTES A LEASE OF THE LISTED ITEMS,AND IS BINDING ON
CUSTOMER UPON SIGNING BY CUSTOM'ER,.k,)D INIDINCON CSA AND LESSOR AS PROVIDED IN THE LEASE TERMS.THIS SCHEDULE IS NON-CANCELABLE BY CUSTOMER.CUSTOMER REPRESENTS THATEXECUTION OF THIS SCHEDULE HAS BEEN DULY
IAlirpN'9fCIptl(D BY YOUR SIGNATURE CtISTOM^i r RtLS TO I C: T.THE LISTED I rEMS AND,IF SELECTED,TO PURCHASE THE MAINTENANCE SERVICES DESCRIBED HEREIN YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS SCHEDULE.
�.. 'o "� Printed Name. ACCEPTANCE
NC
Title: " Dale "' L
a Customer Authorized sby naAu,°.. :..... ..
CERTIFICATE
FICAT E
_ -nw an
1"a:'.4.SA arPS t.a:esrar.Cunemav c[.rlrYles Nh'61 lay pmo Idsled I%ihnl7 rd5dWp1'RNd to(II ki'IaY I4IbalVe ScheduCrs have,haiall mucakwuad,(b,)dreskalpredlrrn has been oomp�kalad,(c)tlMia'UsE+sd Items leave been axmmleed Ly Cusgorouor and,are an gsrwJ operating order
awl condition and are,in all respects,satisfactory to the Customer,and(d)the Listed Items are irrevocably accepted by the Customer for all purposes underthe Agreement.Accordingly,Customer hereby authorizes billing under this Schedule,
eAulhlllrretq Sigita0ure�; Printed Name: TBtle: Datle;.
_...._nn alPe .urp, oses'es Only. ,.,, ,.,,,,.a.. ,w .......e .. .............. .. ......... - _.. .......--_
For Intern ._.__.. ..._.._....__ .,m�
�CFS Authorized Signature: Printed Name: Title: Date:
hFIN.SVB Bsrptnn¢rn XB'nrrcAt al0711
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Master Sales &Services Agreement
Customer Information Face Page
Canon Solutions America,Inc.("CSA") # MA6196
One Canon Park,Melville,NY 11747
(800)613-2228
Salesperson; Linda C Lehman Order Date: 11/3/2020
Customer("you"):
Company: SOUTHOLD,TOWN OF
AddCounty. SUFFOLK 53095 MAIN RD
City: SOUTHOLD
Sta11 te: NY Zip: 11971-4642 Phone#: 631,.7615.11189-11
Contact: Lloyd Reisenberg Fax#:
Email: lloydr@southoldtownny.gov
Applicable Terms and Conditions Customer Organizational Information
TERMS AND CONDITIONS ARE AVAILABLE AT:
ESS.CSA.CANON.COM/CUSTOMERDOCUMENTS Federal Tax ID Number:
The CSA customer terms and conditions located at the II
above website("Terms")form part of this Agreement. The Organization type: State or Local Government
Terms include general terms, and terms for product and
service purchase, maintenance, support and leasing
(pursuant to the terms of Rider G); managed print
services; and quotes. The Terms applicable to each of
your transactions will be referenced in the Order Schedule. Address for Notices:
By your initials herein and signature below, you
Attn: Lloyd Reisenberg
understand and acknowledge such Terms and agree to Address: 53095 MAIN RD
comply with those applicable to each Order Schedule. Address 2:
City: SOUTHOLD State: NY Zip: 11971-4642
Email:Iloydr@southoldtownny.gov
Gusto itlats
I
j
BY YOUR SIGNATURE BELOW, YOU AGREE TO LEASE, PURSUANT TO THE TERMS OF RIDER G, OR PURCHASE, AS
SPECIFIED IN THIS AGREEMENT, THE ITEMS LISTED IN ANY SCHEDULE, RIDER OR ADDENDA(AS APPROVED BY CSA)TO
THIS AGREEMENT.YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT,AND AGREE TO ABIDE BY ALL OF THE
TERMS AND CONDITIONS OF THIS FACE PAGE, APPLICABLE SCHEDULE(S), RIDER(S) AND SUCH ADDENDA, THE QUOTE,
AND THE APPLICABLE TERMS AND CONDITIONS IDENTIFIED ABOVE,ALL OF WHICH IS INCORPORATED HEREIN AND MADE
PART OF THIS AGREEMENT„
Customer's Authorized)Signature
Printed Name Title tDate
SLS-600 FACE March 2020
Trade in, Upgrade, Return, Buyout Schedule("Schedule")(SLS-900) Page 1 of 1
Return Schedule,Rider B of Agreement
Canon Solutions America, Inc.("CSA") Customer: SOUTHOLD, TOWN OF Salesperson: Linda C Lehman
One Canon Park,Melville,NY 11747 Agreement#: MA6196 Transaction#:
S1130362(800)-613-2228
Order date: 11/03/20
Custome�. .... ,..,.. ( TOWN OF 047792
Service Requested
�Company.rSOUTHOLD,ou" Customer Account: 1 Y
Return
Address: 53095 MAIN RD Lease Information (If applicable) j
,...w _...,,
City:SOUTHOLD County:SUFFOLK Leasing company name Lease Number
State: NY Zip: 11971-4642 Phone: 631.765.1891 CFS 001-0545927-017
Contact name:Lloyd Reisenberg
Email:Iloydr@southoldtownny.gov
Alternate Contact:
Alternate Phone:
�If"Buyout Reimbursement is selected above,the following MUST be completed:
$ To be aid u on delivery/acceptance tance pursuant to Rider B, Section 7,
Payable to: Reason for check issuance f
If transaction includes a Lease Upgrade or Buyout the following MUST be completed.
Select ❑ Not Applicable: No Equipment ick up required
one: ❑✓ CSA will pick up the Equipment
❑✓ Return Equipment to CFS
❑ Return Equipment to CSA Original Order Date
❑You will return Equipment to leasing company according to the terms and conditions of your lease agreement ,
❑You will retain the equipment.
Will retained equipment remain under a CSA Maintenance Agreement?
❑ No
❑ Yes:SELECT ONE: under an Existing Contract ❑ Or New Contract ❑
_..,...__ �... .. - .......... .....................
Trade in Equipment Condition:
.... wa® � m „ ._
Eui.
Equipment for Trade-In,Upgrade,or Return
'If transaction includes a Lease return the following MUST be completed.
Description Serial# Equipment Co Phone
Return Item Contact Name& Alt pick
Location Email u date
code Code P „,,,.... .... 53695"�f!(INNO""SCSUfFibLCf.`VYii�J�i_ („ .. p
UGTR e5meoo1�: IR14351F RZJ20971 �� 4642 6
... ....... .,. .,. .. .. I.. ... ,.. .... ...
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_...... . ( _ _ ...... .
e....... _... .
Pick Up/Return information-
❑✓ Same Date as Delivery of Listed Items
ry Specified on the Agreement
❑Other Specified Date:_/ / (but no longer than 30 days after delivery of Listed Items under Agreement
Phone: mr - Iloydr@southoldtownny.gov
Name Lloyd Relsenberg a 631 765.1891 Email Iloydr@southoldtownny gov
s .. .. -4 p_m, ... ......._ � �El evat o m, ....ding Dock: No
Hours of Operation: 9 4 Number of Steps: 0 Elevator No Loa
{Special Instructions:
THIS RETURN SCHEDULE IS ENTERED INTO PURSUANT TO,AND INCORPORATES ALL OF THE TERMS OF,THE MASTER SALES AND SERVICES
JAGREEMENT REFERENCED AS THE AGREEMENT#ABOVE AND THE APPLICABLE RIDER(S)("AGREEMENT').BY YOUR SIGNATURE BELOW,YOU AGREE
iTO TERMS AS SPECIFIED ABOVE,SUBJECT TO THE TERMS AND CONDITIONS OF THE AGREEMENT.CUSTOMER REPRESENTS THAT EXECUTION OF THIS i
SCHEDULE HAS BEEN DULY AUTHORIZED.YOU REPRESENT THAT OU ARE AUTHORIZED TO EXECUTE THIS SCHEDULE ON CUSTOMER'S BEHALF,
STANDARD TERMS AND CONDITIONS INCORPORATED HEREIN A AVAILABLE AT ESS CSA. ANON.COMICUS"rON1F DOCU ,AND SHALL APPLY TO ti
THE EXTENT NOT MODIFIED BY THE AGREEMENT.YOU ACKNO DGE RECEIPT OF A COPY OF THIS RETURN SCHEDULE,
Customer's Authorized Signature i
Printed NameTitle Date
... .. _
SLS-900 March 2020
OMNIA Partners, Public Sector Program Summary
Canon Solutions America, Inc. r '1
SolutionsOMNIA Partners, Public Sector
Cooperative Purchasing Organization
Canon
, Inc.
Program Summary
The OMNIA Partners, Public Sector (formerly known as National IPA) Cooperative Purchasing
Program ("O IA Partners Program") provides members with favorable, negotiated terms and
significant pricing discounts. The OMNIA Partners Program utilizes the County of DuPage
("County") Contract No: FI-R-0251-18 effective October 1, 2018 ("the Master Contract") with
Canon Solutions America, Inc. ("CSA"). The OMNIA Partners Program can be used by any
"Customer" who is also an ONINIA Partners Program member. "Customer" means the public
agencies nationally, including state and local governmental entities, public and private primary,
secondary and higher education entities, non-profit entities, and agencies for the public benefit
purchasing under the Master Contract. Information on how to participate, and the entire Master
Contract, can be found at 61���'i�% "`t' k ���rAAlmil �Iul�l m ttalwt �;tt �9� mh ::'�1_ll. Currently there is no fee
to join OMNIA Partners, Public Sector. (If you were already registered as a member of National
IPA, there is no need to re-register to use the Master Contract)
Under the OMNIA Partners Program:
• For multifunctional copiers and their maintenance services, the Customer can simply issue a
purchase order with the below provision incorporating the Master Contract, or sign a form
Canon Solutions America Unified Lease or Purchase and Maintenance Agreement, which
will be subject to the terms of the Master Contract.
• For production and wide format models, managed print services and facilities management
services, additional specialized terms will be provided with the Canon Solutions America
proposal or RFP response.
• For all products and services, customized pricing and configurations will be included in the
proposal or response. If staples, surge protectors, dedicated technicians, or removal and
relocation services are not requested by the Customer, Canon Solutions America will exclude
them and shall further reduce already discounted OMNIA Partners, Public Sector prices.
If issuing a purchase order for multifunctional copiers and their maintenance services, the language
to be included is as follows:
"Notwithstanding any provision of this purchase order to the contrary, the use of this
purchase order shall be for Customer's [or Buyer's] administrative convenience and any
lwm d6/2S!II9--IR Q11plleiwvs AAO '11 loll Vari=;.ions
CANON rG 110-1`10Iw a d',NhP:@COQ:OA
OMNIA Partners, Public Sector Program Summary
Canon Solutions America, Inc.
terms and conditions on this purchase order which conflict with or vary from the terms
contained in Contract FI-R-0251-18 effective 10-1-2018 between Canon Solutions America,
Inc. and DuPage County, shall be deemed null and void."
The Customer purchase order, signed Canon Solutions America documents, Canon Solutions
America proposal, and/or P response, issued pursuant to the Master Contract, and this Program
Summary shall be considered the "Customer Agreement". Unless otherwise agreed to in writing by
Canon Solutions America and the Customer, the terms of the Master Contract shall be controlling.
Leasing will be through Canon Solutions America's affiliate, Canon Financial Services, Inc. ("CFS")
The following favorable terms from the Master Contract modify the terms of the Canon
Solutions America Form Agreements attached thereto and such Master Contract terms are
controlling [as noted]. They apply to Customer unless otherwise noted.
1. Venue
By submitting this response, for The County of DuPage only, Canon Solutions America has agreed
that the venue for all disputes, arising out of the solicitation process, including but not lirruited to
judicial review of any protest decision, will be exclusively in the circuit court for the Eighteenth
Judicial Circuit in DuPage, Illinois and that Illinois law will control. For all other Customers purch�sasi)l or
leavina cooperatively off the agreenient, Aputes that may result between the Customer and Canova Solations America
are to be resolved in accord with the law and venue rales of the State of_anrrhase. (See Master Contract, Canon
Solutions America Response to Section 6,Additional Comments, Subsection 4. a., "Venue")
2. Fiscal Funding
When Municipalities are allowed by their state or local laws to cancel an equipment lease obligation
if the Municipality's legislative body or funding authority elects not to appropriate funding for a new
fiscal year the Leases and Service Agreements (or Customer Agreements) resulting for this Master
Contract allows for termination due to fiscal funding, provided the Customer can: 1) Provide proof
that funding was requested; 2) Provide proof funding was denied; and 3) that no similar service will
be provided by another vendor for a period of one (1) year. (See Master Contract, Canon Solutions
America Response to Section 6, Additional Comments, Subsection 4. b., "Fiscal Funding Out
Clause")
3. Pricing Additional o s
Canon Solutions America will lock in its net price for the term of the Customer Agreement. For
products with a toter nous end date, additions will be based on remaining term of the Customer
Agreement and Canon Solutions America will provide a lease rate factor to be utilized to calculate
the payment for that remaining term. If Customer wishes to cancel any existing equipment or
accessories, Customer shall be responsible for any remaining payments and the return of the
cancelled items. (See Master Contract, Response to Section 6, County of DuPage Exceptions /
Standard Review of Bid Terms and Conditions, Chart, Row entitled "Section 4—Special Conditions,
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CANON SOLAWNS A;b YIk.ROu',:.dM
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OMNIA Partners, Public Sector Program Summary
Canon Solutions America, Inc.
l rr/ii of/ilii J
Quantities"). Additional costs may be incurred for toner abuse, any applicable taxes including
personal property tax, documentation fees, security deposits (subject to credit approval), overnight
delivery of supplies, and credit card payments. See enclosed agreements for full details of any and all
of the above costs. (See Master Contract, Forms and Documents, Purchase and Acquisition
Agreements)
4. Title, i
Title to equipment shall pass to the Customer or CFS, as applicable, upon payment of the purchase
price. Risk of loss shall pass to the Customer upon delivery. Title to software shall remain with the
developer or licensor. Equipment and software shall be deemed accepted by Customer upon
successful delivery and installation so that the products are operating in accordance with the
manufacturer's or developer's specification. (See Master Contract,Forms and Documents)
5. Delivery i
All lease and purchase charges quoted are inclusive of delivery and installation of all Canon brand
equipment. Canon Solutions America will deliver all equipment hardware within twenty (20)
business days from receipt of appropriately signed and executed order document, barring any
circumstances outside of our control, such as national backorder. Canon Solutions America makes
every reasonable attempt to meet Customer's requested delivery dates/times. However, because
Canon Solutions America may be subject, from time to time, to manufacturer production or
shipping delays (or both), Canon Solutions America may allocate distribution among all of our
customers. Unfortunately, at times, this limits the delivery of requested quantities. Lead times for
some products and services, including third-party software solutions and Canon Solutions America's
Managed Print Services offering, are determined by a mutually approved statement of work and
formal project plan developed during the discovery phase of the project. (See Master Contract,
Response to Section 6,Additional Comments, Subsection 4.e., "Delivery Commitment")
6. Additional iv s
In the event special rigging is required, an additional charge will be assessed. "Special rigging" shall
include, but not be limited to, the use of cranes, forklifts, or other mechanical devices, and the
engagement of additional personnel beyond those ordinarily required for Canon Solutions America
to deliver equipment via delivery van and maneuver unimpeded into and through the loading dock,
hallways, and,if necessary, stairs and/or elements of Customer's facility manually through the use of
a hand truck or dolly. (See Master Contract, Form and Documents, Purchase and Acquisition
Agreements)
7. Warranty and Customer Satisfaction
Limited Warranty. All equipment supplied by Canon Solutions America comes with the original
manufacturer's warranty. In the case of Canon or Oce branded equipment, the manufacturer's
warranty is provided by Canon U.S.A., Inc. for the period specified on the Equipment
Schedule/Cover Sheet period of ninety (90) days (or longer as specified) Canon Solutions America,
lssidad6175V1ii 9...II411places Alf N jiV"rTsiions
OMNIA Partners, Public Sector Program Summary
Canon Solutions America, Inc.
as an authorized Canon USA Dealer, provides all warranty service covered by the Canon Oce
manufacturer warranties. Application software supplied by Canon Solutions America comes with the
original developer's warranty, if any. All other equipment comes with the original equipment
manufacturer's warranty, if any. CANON SOLUTIONS AMERICA EXPRESSLY DISCLAIMS
ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE RELATING TO
THE USE OR PERFORMANCE OF THE EQUIPMENT AND SOFTWARE OR ANY
METER READ COLLECTION METHOD PROVIDED BY CANON SOLUTIONS
AMERICA. (See Master Contract,Response to Section 6, County of DuPage Exceptions / Standard
Review of Bid Terms and Conditions, Chart, Row entitled "Section 3 — General Conditions,
Warranty").
If Customer is not satisfied with the performance of a Canon or Oce brand product, upon
Customer's written request, Canon Solutions America in its sole discretion will repair or replace the
product with a like unit with equivalent capabilities. Prior to replacement Canon Solutions America
shall have the opportunity to return the product to good working order in accordance with the
terms of this Contract. This policy shall apply for 3 years from the date of installation or for the
initial term of any Canon Financial Services, Inc. lease,if longer, provided Customer is not in default
of its Customer Agreement and such maintenance services have not been canceled or terminated.
(See Master Contract, Response to Section 6, County of DuPage Exceptions / Standard Review of
Bid Terms and Conditions, Chart, Row entitled "Section 4 — Special Conditions, Extension of
Warranty").
® Rightsizing
Canon Solutions America will allow the Customer to upgrade or downgrade 5% of the cumulative
installed population of machines over the term of the Customer Agreement, provided Customer has
installed a minimum fleet of 200 units of Equipment [as provided to the County]. This provision
excludes iageUNNER machines with rated speeds of 110 pages per minute or greater, or
imagePRESS products. (See Master Contract, Response to Section 6, County of DuPage Exceptions
/ Standard Review of Bid Terms and Conditions, Chart, Row entitled "Section 6 — Scope of Work
and Specifications, Copier Rightsizing")
9. Relocation iers [multifunctional copi ly and if requested by
Customer]
During the course of this Master Contract, it may be necessary for various reasons to relocate
installed copiers. After initial installation, any copier between 20 PPM and 105 PPM may be
relocated two (2) times per Customer Agreement period at no additional charge, and with an
aggregate fleet relocation total not to exceed the number of units installed per member under this
Customer Agreement. (See Master Contract, Response to Section 6, County of DuPage Exceptions
/ Standard Review of Bid Terms and Conditions, Chart, Row entitled "Section 6 — Scope of Work
and Specifications, Copier Relocation")
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OMNIA Partners, Public SectorProgram
Canon Solutions America, Inc.
10, End of Term Options
Except in the case of a lease schedule containing a $1.00 purchase option, each schedule shall
automatically renew on a month to month basis at the same payment amount and frequency unless
Customer, at least sixty (60) days before the end of the scheduled term or any renewal term, either;
(i) Exercises the purchase option in accordance with the terms hereof, or; (ii) Sends to CFS written
notice that Customer does not want to renew the Schedule and at the end of such term returns the
respective Equipment as provided below. CFS may cancel the automatic renewal term by, at least
sixty (60) days before the end of any term, sending Customer written notice that CFS does not want
the respective Schedule to renew. Unless a Schedule automatically renews or Customer purchases
the Equipment as provided in the agreement, Customer shall, at the termination of the respective
schedule, return the Equipment in good operating condition as set forth in the Return and
Restocking Policy. (See Master Contract, Response to Section 6, Additional Comments, Subsection
4.c., "End of term Options")
® Return and RestockingPolicy
Customer shall at the termination of the respective lease or rental schedule, return the equipment at
its sole cost and expense in good operating condition, ordinary wear and tear resulting from proper
use excepted, to a location specified by CFS. [However, under this ONINIA Partner Program,
Canon Solutions America will pick up and return the equipment to CFS at no additional charge]. If,
for any reason, Customer shall fail to return any equipment subject to a lease or a rental schedule to
CFS, as provided in the agreement, by the last day of the applicable term, Customer shall pay to CFS
upon demand, one billing period's payment (as specified in the applicable lease schedule), for each
billing period, or portion thereof that such delivery is delayed. If Customer wishes to return supplies,
you can call the toll free number located on your Canon equipment to reach a Customer Service
Representative who will facilitate the return process. Canon Solutions America will pick up over
shipped or defective supplies at no cost to Customer. Additionally, when Customer upgrades
equipment, Canon Solutions America will pick up any leftover toner, at no cost to Customer. CFS
will assess other restocking fees on a case-by-case basis based on factors including, but not limited
to, reason, type, and locations. CFS's supply department pre-approves all billable pickups before we
issue a Return Merchandise Authorization ( ). (See Master Contract, Response to Section 6,
.Additional Comments, Subsection 4.d., "Return and Restocking Policy")
12. Termination, Cancellation and Damages
The County or a Customer, as applicable, will allow a 30 day period following Vendor's (Canon
Solutions America's) receipt of written notice detailing its default under the Agreement, to
reasonably cure such default. All terminations by the County or Customer for breach shall require a
material default by Canon Solutions America as reasonably determined by County or Customer, and
shall apply only to the County or such Customer. CANON SOLUTIONS AMERICA SHALL
NOT BE LIABLE FOR INJURY OR DAMAGE EXCEPT TO THE EXTENT CAUSED BY
ITS NEGLIGENCE OR WILLF''UL MISCONDUCT. CANON SOLUTIONS AMERICA
SHALL NOT BE LIABLE FOR EXPENDITURES FOR SUBSTITU`T'E EQUIPMENT OR
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'�;,p•!t hd 4 AY.k1IS:h! h.L.pJ/,amu"n
OMNIA Partners, Public Sector Program Summary
Canon Solutions America, Inc. r
SERVICES, LOSS OF REVENUE OR PROFIT, LOSS, CORRUPTION OR RELEASE OF
DATA, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, STORAGE CHARGES
OR INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING
OUT OF THE USE OF OR IN CONNECTION WITH THIS AGREEMENTREGARDLESS
OF THE LEGAL THEORY ON WHICH THE CLAIM IS EASED AND EVEN IF CANON
SOLUTIONS AMERICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. (See Master Contract, Response to Section 6, County of DuPage Exceptions /
Standard Review of Bid Terms and Conditions, Chart, Row entitled "Section 3 — General
Conditions,Termination, Cancellation and Damages")
13. Technical -sit i [multifunctional ionly]
Response time for Fleets with Dedicated On-Site Technicians: Canon Solutions America will
commit to a fleet average response of two (2) hours, over four fixed quarterly intervals per year.
Response time shall be calculated from the time the County [or a Customer] call is placed with
Canon Solutions America's dispatch department, until the time the technician arrives at the
individual location. Response times are calculated between 8:30am and S:OOp , Monday through
Friday, excluding Canon Solutions America's recognized holidays. For the individual location which
has multiple machines and active service calls, the technician's arrival shall stop the response time
calculation for all open service calls at that location. (See Master Contract, Canon Solutions America
Response to Section 6,Additional Comments, Subsection 4.1., "Technical On-site Response Time")
14. Response Time i i [multifunctional copiers
Canon Solutions America will commit to a fleet average response of four (4) hours, over four fixed
quarterly intervals per year. Response time shall be calculated from the time the Customer call is
placed with Canon Solutions America's Dispatch department, until the time the Technician arrives at
the individual location. Response times are calculated between 8:30am and S:OOpm, Monday through
Friday, excluding Canon Solutions America's recognized holidays. For the individual location which
has multiple machines and active service calls, the Technician's arrival shall stop the response time
calculation for all open service calls at that location. (See Master Contract, Canon Solutions America
Response to Section 6, Subsection 4. j., "Response Time for Public Agencies")
. Uptime
Canon Solutions America will commit to a fleet average uptime of 95% over the 4 fixed quarterly
intervals per year, for devices within Canon Solutions America's Servicing Territory. (Excludes
devices with rated speeds of 105ppm or greater). Canon Solutions America will commit to a fleet
average uptime of 80% on all production equipment over the 4 fixed quarterly intervals per year on
production level equipment within Canon Solutions America's Servicing Territory. Downtime is
calculated from the time a service call is placed with Canon Solutions America's dispatch department
until the time the Technician completes the repair.An uptime criterion is calculated between 8:30a
and S:OOpm, Monday through Friday, excluding Canon Solutions America holidays. Uptime
requirements will not include preventative maintenance service calls, calls which could have been
OMNIA Partners, Public Sector Program Summary
Canon Solutions America, Inc. iii
prevented by key operator functions outlined in unit's operation manual, calls created by user
mishandling, units which are running outside the manufacturers optimum performance volume, or
units which need to be over-hauled as a result of reaching useful life, in the opinion of Canon
Solutions America's Service Department. (See Master Contract, Response to Section 6, County of
DuPage .Exceptions / Standard Review of Bid Terms and Conditions, Chart, Row entitled "Section
6 — Scope of`Mork and Specifications, Parts, Staples, Toner, Distribution, and Supplies 1st bullet
point")
16. Training [muli icopiers
Canon Solutions America will provide Key Operator and Casual User; Canon Product Training via
eLearning as our standard offer. For OMNIA Partners, Public Sector Participants that require on-
premises Key Operator Training, Canon Solutions America will continue to provide at no additional
cost, an operator training program for the key operators and operations demonstration for the
casual users to be scheduled at mutually agreed times shortly after the initial installation and as
needed thereafter. Key Operators shall be trained in the removal of simple misfees, the addition of
supplies and toner, and the cleaning disciplines required of the specific machine. They must also be
instructed in the routine necessary to acquire service, phone numbers to call and people to reach.
This information must also be clearly posted on each unit. Training for use of software provided
with equipment shall be provided shortly after installation, and additional training and support for
future enhancements will be required. Product trainers must be certified by the manufacturer on the
equipment and software supplied through this Master Contract. (See Master Contract, Response to
Section 6,Additional Comments, Subsection 4.k., "Training")
® Replacement of Canon Branded Equipmenti c icopiers only]
Notwithstanding any provision of this Master Contract and specifically for units not placed at the
County [or a Customer] , Canon Solutions America warrants the Canon Brand equipment it supplies
will be free from defects in material and workmanship for ninety (90) days from the date of delivery.
In addition, after such ninety= (90) day period, Canon Solutions America will maintain such
equipment in good operating order per manufacturers specifications provided subject to normal
use. Within five (5) years for purchase or the term of the lease, of original installation of any newly
installed Canon brand equipment covered by this Master Contract, Canon Solutions America will at
Customer's written request, replace such equipment with a like unit if Customer meets the following
three conditions:
(1) The equipment is continuously and exclusively serviced by Canon Solutions America from
and including the date of original installation
(2) Customer fulfills all terms of this Master Contract;
(3) Before requesting a replacement unit, Customer gives Canon Solutions America the
opportunity to cure any service problems which Customer may have with the equipment.
(4) In the event that an item of equipment is inoperable for a period in excess of sixteen (16)
consecutive business hours, Canon Solutions America will supply a loaner unit until the
OMNIA Partners, Public Sector Program Summaryt,
Canon Solutions America, Inc. '
machine is restored to good working order. (See Master Contract, Canon Solutions America
Response to Section 6, Additional Comments, Subsection 4. h., "Replacement of Canon
Branded Equipment")
18. Open Market
Products not offered on the OMNIA Partners, Public Sector website (Open Market). Canon
Solutions America's intent is to offer the majority of Canon Solutions America's Canon and Alliance
products, software and services within the published pricing list. There will always be items that are
not listed on the OMNIA Partners, Public Sector website. These items will be known as "open
market items." These Open Market items can include but are not be limited to; products, software,
services subscription services, trade-ins, etc. Open Market items are subject to best available
discounting that would be given to governmental customer following Canon Solutions America's
national cooperative discount process. (See Master Contract, Canon Solutions America Response to
Section 6, Additional Comments, Subsection 4. £, Products not offered on the National IPA (now
known as OMNIA Partners,Public Sector) website)
19. General i
Canon Solutions America shall, at all times, to the extent permitted by law, fully indemnify, hold
harmless, and defend the County [or a Customer] and its officers, agents, and employees from and
against any and all claims and demands, actions, causes of action, and cost and fees of any character
whatsoever made by any third party to the extent resulting from the willful misconduct or negligent
performance of services pursuant to this Agreement by the Vendor, its employees and agents or its
subcontractors (collectively "Claims") including, but not limited to, any claims that may be made by
the employees themselves for injuries to their person or property or otherwise, and any claims that
may be made by the employees themselves or by the Illinois Department of Labor for the Vendor's
violation of the Illinois Prevailing Wage Act (820 IL CS 130/1 et seq.), provided the County shall
give Canon Solutions America prompt written notice of the Claim, allow Canon Solutions America
sole control over the defense and settlement thereof, and provide Canon Solutions America with
such assistance, at Canon Solutions America's expense, as Canon Solutions America shall reasonably
request. Such indemnity shall not be limited by reason of the enumeration of any insurance coverage
or bond herein provided. Unless Canon Solutions America fails to provide a timely and diligent
defense, the County, its officers, agents, or its employees, may defend such Claim through the
selection and use of their own agents, attorneys and experts. In such instance, the Canon Solutions
America shall likewise be liable for the cost, fees and expenses incurred in the County's or the
Canon Solutions America's defense of any such claims, actions, or suits. The Canon Solutions
America shall be responsible for any property damages incurred as a result of its errors, omissions or
negligent acts and for any losses or costs to repair or remedy construction as a result of its errors,
omissions or negligent acts. The County does not waive its defenses or immunities under the Local
Government and Governmental Employees Tort Immunity Act, 745 ILCS 10/1 et seq. by reason of
indemnification or insurance. (See Master Contract, Response to Section 6, County of DuPage
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OMNIA Partners, Public Sector Program Summary
Canon Solutions America, Inc.
Exceptions / Standard Review of Bid Terms and Conditions, Chart, Row entitled "Section 3 —
General Conditions, Indemnity")
20. Patent Indemnity
Canon Solutions America shall indemnify, defend and hold the County [or a Customer] harmless for
any loss, expense and liability incurred by the County (Customer) from any third party claims that
Customer's use or possession of Canon or Oce branded equipment (collectively "Products")
infringes or violates the U.S. patent, copyright or trade secret rights of that third party (collectively,
"IP Claims"). This indemnity shall not apply to (a) modifications made to the Products without C
Canon Solutions America's written consent, (b) any use of the Products in connection or
combination with hardware or software for which the Products were not designed, (c) any
throughput processed in connection with the Products, or (d) equipment made pursuant to
specifications furnished by Customer, in all of which instances Customer shall indemnify and hold
harmless Canon Solutions America. Canon Solutions America's indemnification obligation
hereunder is subject to Customer providing Canon Solutions America prompt written notice of the
IP Claim, allowing Canon Solutions America sole control of the defense and settlement thereof, and
providing assistance therewith, at Canon Solutions America's expense, as Canon Solutions America
reasonably requests. Canon Solutions America's obligation under this Section is conditioned on
Customer's agreement that if such Products, or the use thereof, becomes, or in Canon Solutions
America's opinion is likely to become, the subject of such an IP Claim, Customer shall permit
Canon Solutions America, at Canon Solutions America's option and expense, either to procure the
right for Customer to continue using the Products or to replace or modify the Products so that they
become non-infringing, and if neither of the foregoing alternatives is available on terms which are
reasonable in Canon Solutions America's judgment, Customer shall return the Products upon
request by Canon Solutions America and shall have no further payment obligation except for
payment obligations incurred prior to the date of return. For purchased Products, Canon Solutions
America shall refund the applicable Products purchase price paid by Customer, less depreciation
deducted on a five year straight-line basis. THE FOREGOING STATES THE ENTIRE
OBLIGATION AND LIABILITY OF CANON SOLUTIONS AMERICA WITH RESPECT TO
INFRINGEMENT OF ANY PATENT, COPYRIGHTS, TRADE SECRET AND ALL OTHER
INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY AND IS IN IS IN LIEU OF
ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT THERETO. (See Master
Conti-act, Response to Section 6, County of DuPage Exceptions / Standard Review of Bid Terms
and Conditions, Chart, Row entitled "Section 3 —General Conditions,Patents")
21. ar rives
Customer acknowledges that the hard drive(s) on the Equipment, including attached devices, may
retain images, content or other data during normal operation of the Equipment ("Data"), and that
Canon Solutions America is not storing Data on its behalf and that exposure or access to the Data
by Canon Solutions America, if any, is purely incidental to the services performed by Canon
Solutions America. Neither Canon Solutions .-America tion any of their affiliates has an obligation to
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OMNIA Partners, Public Sector Program Summary
Canon Solutions America, Inc.
erase or overwrite Data upon the return of the Equipment to Canon Solutions America or any
leasing company. Customer is solely responsible for: (i) Customer compliance with applicable lav
and legal requirements pertaining to data privacy, storage, security, retention and protection; and (ii)
all decisions related to erasing or overwriting Data. Without limiting the foregoing, Customer
should, (a) enable the Hard Disk Drive (HDD) data erase functionality that is a standard feature on
certain Equipment and/or (b) prior to return or other disposition of the Equipment, utilize the
HDD (or comparable) formatting function (wh ch may be referred to as "Initialized All
Data/Settings" function) if found on the Equipment to perform a one pass overwrite of Data or, if
Customer has higher security requirements, Customer may purchase from Canon Solutions America
at current rates an appropriate option for the Equipment, which may include (x) an HDD Data
Encryption Kit option which disguises information before it is written to the hard drive using
encryption algorithms, (y) a HDD Data Erase Kit that can perform up to a 3-pass overwrite of Data
(for Equipment not containing data erase functionality as a standard feature), or (z) a replacement
hard drive (in which case Customer should properly destroy the replaced hard drive). The terms of
this Section shall solely govern as to Data, notwithstanding that any provisions of this Agreement or
any separate confidentiality or data security or other agreement now or hereafter entered into
between Customer and Canon Solutions America could be construed to apply to Data. (See Master
Contract, Response to Section 6, County of DuPage Exceptions / Standard Review of Bid Terms
and Conditions, Chart,Row entitled "Section 4—Special Conditions, End of Lease")
22. Software
Installation/Implementation of software may be at an additional charge, and may be conditioned on
Customer's agreement to a separate statement of work or other document covering the scope and
schedule of installation/implementation, configuration options, responsibilities of each party, and
other matters, which shall solely govern as to the matters covered therein. Additional charges may
apply for work beyond the initial scope described in such separate document. Support for software
is provided directly by the respective developers thereof and as set forth in each developer's
applicable separate support contract, and is not provided by Canon Solutions America under this
Customer .Agreement except as expressly provided herein. Support for software may require
separate purchase by Customer of a support contract. The terms of support contracts for software
are available from the developers, or will be provided to Customer by Canon Solutions America
upon request. Notwithstanding any provision in the support contract to the contrary, it shall
automatically renew on an annual basis, subject to a price increase after the initial term. Canon
Solutions America shall make available to Customer from time to time upgrades and bug fixes for
the software, but: (i) only if such upgrades and bug fixes are provided to Canon Solutions America
by the developers of such software, (ii) availability of upgrades and bug fixes may be at additional
charge, and (iii) installation of such upgrades and bug fixes by Canon Solutions America if requested
by Customer shall be at additional charge. Customer is not required to use Canon Solutions America
for installation of either software or for any upgrades and bug fixes, but if installation is done by
anyone other than Canon Solutions America, Canon Solutions America shall have no responsibility
for any performance or other issues that may result from such installation. Canon Solutions America
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OMNIA Partners, Public Sector Program Summary
Canon Solutions America, Inc.
shall also use reasonable efforts to provide Level 1 support for the software for so long as a Canon
Solutions America maintenance agreement for the related equipment remains in effect, except that
for certain software, Level 1 support shall be provided only if and so long as a separate software
support contract for such software from the developer thereof is in effect. Level 1 support consists
of (i) providing help-line telephone assistance in operating the software and identifying service
problems and attempting to troubleshoot any such problems in the software; (ii) escalating operating
problems to the available developer of the software as needed to rectify such problems, including
facilitating contact between Customer and the developer of the software as necessary; and (iii)
maintaining a log of such problems to assist in tracking the same, If Customer acquired uniF°LOW,
an authorized Canon Solutions America representative may receive a print usage report for business
reviews, (See Master Contract,Forms and Documents,Purchase and Acquisition Agreements)
C0,11,I Ca SO11.k.V`p'N4 AUSANII V:LICA
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Scott A. Russell to execute a lease with Canon Solutions America, Inc. for the
Department of Waste Management's copier and associated support services at a rate of Forty
Eight Dollars and Ninety Nine Cents ($48.99) per month for a term of four(4) years, subject to
the approval by the Town Attorney, funded from budget line SR.8160.4.400.700.