The URL can be used to link to this page

Home My WebLink AboutCannon - upgrade copiers-PRELIMINARYRESOLUTION 2008-927 ADOPTED DOC ID: 4294 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2008-927 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON OCTOBER 7, 2008: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Acquisition Agreement Lease or Purchase and related Addendums with Canon Business Solutions, Inc. in connection with upgrading copiers at Town Hall and Town Hall Annex, at a monthly cost of $2,459.67 for a period of 60 months from date of installation, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUSI MOVER: Vincent Orlando, Councilman SECONDER: Albert Krupski Jr., Councilman AYES: Ruland, Orlando, Krupski Jr., Wickham, Evans, Russell CANON BUSINESS SOLUTIONS Canon Business Solutions, Ins, ("CRS") 300 Commerce Square Blvd., Budinglon, NJ 08016 (800) 613-2228 Company: Town of Southold Address: 53095 Main Road City: Southold State: NY Zip: 11971 Contact: Lloyd Reisenberg Phone #: 631-765-1891 Email Address: Fax#: ACQUISITION AGREEMENT LEASE OR PURCHASE # 718588 Salesperson Cra~i9 T~ardo Order Date: ~e.e~lZ.20~08 Company: Town of Southold Address: 53095 Main Road City: Southold 3tats: NY Zip: Dontact: Lloyd Reisenberg Phone #: 631-765-1891 5mail Address: Fax#: You agree to lease the items listed below or in any addendum(s) to this Agreement from the Leasing Company identified below, at the fixed periodic lease payments indicated below or in any addendum(s) lo Ihis Agreement and for the fixed term specified in Ihs lease agreement between you and the Leasing Company. Delivery to you of the items specified is contingent on you signing a lease agreement with the Leasing Company. r~] Canon Financial Sen4ces [] Other (Name of Leasing Company): L~ You agree to purchase the items fisted below or in any addendum to this Agreement, for the purchase price specified.~ The "bill to" for the terms listed is the Leasing Company or the CuslomeL depending on which box is checked above. PLEASE PRINT iR 5075 WITH FINISHER-AD1 MAGERUNNER 5050 WITH FINISHER AD1 UNIVERSAL SEND & MULTI PDL PRINT PACKAGE C1 DIGITAL QC 120/20 NETWORK SURGE PROTECTOR BLACK & WHITE MID VOLUME INSTALL PAK (IR5055,5070 IMAGERUNNER 32351 w/Finisher Sl, Cabinel P1 DIGITAL QC 120/15 NETWORK SURGE PROTECTOR BLACK & WHITE LOW VOLUME INSTALL PAK (I ECOPY DESKTOP 5 USER PACK - 5 YEAR MAINTENANCE ~ayment Terms: ~] Check With Order Check # ] Net 30 ] Other L] Credit Card: Visa ~ CC # Mastercard [] American Express Expiratien Date ___ Name on Credit Card Other Requirements: [] P.O. Required / P.O. # ~] Tax Exempt tAttach Certificate) ~] Cuslomer Declines Maintenance Agreement $2,459.67 Per Month 60 Month Lease Supplemental Addendu rr$ Sublolal $ Sales Tax Total Depo$i Elevator Yes [] NO [] Phone Special D olive ~//Inst allatio n ~nstruction Earliest Dale for Delivery: Customer #T Information: This individual may be contacted 1or network Phone Loading Dock Yes [] No [] BY YOUR SIGNATURE BELOW YOU AGREE TO LEASE OR P CHASE, AS SPECIFIED ABOVE, THE ITEMS LISTED ABOVE OR IN ANY ADDENDUM(S) TO TI'IlS AGREEMENT. YOU ACKNOWLEDGE RECEIPT OF ,~ COPY OF THIS AGREEM , CONSISTING OF O PAGES JNCLUD NG THIS FACE PAGE. THE ADOl rlONAL TERMS AND CONDITIONS ON PAGE 2 HEREOF ADDITIONAL TERMS AND CONDITIONS page Io which they are attached, Sucil face page and addendum(s), 1. LEASE OR PURCHASE PRICE AND PAYMENT. You agree lo leage or purchase the units of equipment and supplies (the "Equipment") and licenses of application software with third party support conlrac~s (the "Listed Software" and, together wi~h the EquipmenL the "Listed Ilems"), in each case as indicated on the face page hereof or in any addend.re(s) hereto. (a) If you have elecled lo purchase lhe Listed items, the total purchase price specified in tile Agreemenh including sates ~axes and delivery/installation charges, is due and payable in accordance with the paymem terms oJ this Agreement. If payments are Isle, TO YOU WITHOUT RECOURSE ANY END USER WARRANTIES MADE BY THE MANUFACTURER OF TIlE LISTED SOFTWARE OR ANY NON-CANON BRAND EQUIPMENT. CBS MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILYPY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO LISTED SOPTWARE OR WITlt RESPECT TO NON-CANON BRAND EQUIPMENT. OTHER TITAN AS SET FORTII IN Tills PARAGRAPH 2, CBS EXPRESSLY DISCLAIMS AND EXCLUDES ANY AND ALL WARRANTIES. EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCIIANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE USE OR PERFORMANCE OFTHE LISTED ITEMS. 3. SECURITY, As securdy for the paymenl of all an/ouni$ due to rite extcnl permitted by applicable law, you I~erehy authorize CBS Io file with the appropriate govemmemal authorities any and all financing statements necessary to evidence or perfect CBS' security inlerest in Ihe 4. LIMITATION OF LIABILITY. CBS SHALL NOT EE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE UNLESS CAUSED SOLELY BY CBS' NEGLIGENCE. CBS SHALL NOT BE LIABLE FOR LOSS OF PROFIT OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LISTED ITEMS, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASEl) AND EVEN IF CBS HAS BEEN ADVISED OF TIlE POSSIBILPPY OF SUCII DAMAGES 5. CHOICE OF LAW AND FORUM. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITll THE LAWS OF THE STATE OF NEW YORK. YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED WITHIN TIlE CITY OF NEW YORK UPON SERVICE OF PROCESS MADE IN ACCORDANCE WITH THE APPLICABLE STATUTES AND RULES OF THE STATE OF NEW YORK OR THE UNITED STATES. ANY AND ALL SUITS COMMENCED BY YOU AGAINST CBS, WHETHER OR NOT ARISING UNDER THIS AGREEMENT AND REGARDLESS OF THE LEGAL TEEORY UPON WHICH SUCE SUITS ARE BASED, SHALL BE BROUGHT ONLY IN THE STATE OR FEDERAL COURTS LOCATED WITHIN TRE CITY OF NEW YORK. YOU HEREBY WAIVE OBJECTIONS AS TO VENUE AND CONVENIENCE OF FORUM. ANY SUIT BETWEEN THE PARTIES HERETO, OTHER THAN ONE SEEKING PAYMENT OF AMOUNTS DUE HEREUNDER, SIIALL BE COMMENCED, IF AT ALL, WITHIN ONE (I) YEAR OF THE DATE TIIAT TEE CLAIM ACCRUES. THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN THEM, 6. GENERAL. This Agreement shall be binding upon you when you sign this Agreement, and shall be binding upou CBS upon (i) acceptance hereof in writing by CBS or (ii) shipment by CBS of any of tile Listed SLS-004 January, 2008 CBS Page 2 Cuslomer Cc llOll CANON BUSINESS SOLUTIONS Canon Business Solutions, Inc. ("CBS") 300 Commerce Square Blvd., Burlington, NJ 08016 (800) 613-2228 ~ Customer Account: Company: Town o¢Southold Address: 53095 Main Road C,, Southold ~ty: NY S~ate: Contact: Lloyd Reisenberg EmaJi Address: ADDENDUM TO ACQUISITION AGREEMENT No. 718588 (the "AGREEMENT")- TRADE-IN, RETURN OR BUY-OUT REIMBURSEMENT Zip: 11971 Phone#: 631-765-1891 Fax#: $ [o be paid under Ihe circumstances described below. Payable to: []You [] Canon Financial Services Please select one: ;Z] Trade-In [] Ship Return Equipment to selected Leasing Company r~canon Financial Services [] CIT [] Re(urn Equipmenl to CBS. Original Order Date [] Other Item Code CanonlR5020 Finisher F1 Canon IR5020 Finisher F1 JCT07621 XKH83353 JCT07316 Pick-Up Information: [] Same Date as Delivery of Listed Items specified on the Agreement. [] Other Specified Date: / / (but no longer than 30 days alter delivery of Lisled Items under Agreemen ) Phone below,Y°u haVens follows:agreed to acquire from CBS cedain Listed Items pursuant to the Agreement corresponding to this Addendum, and further agree, by your signature 1, If Buy Oul Reimburse ent is selected bore: , , paymen~CBS (by you or~ the Leasing ~~ for he Lsted Items The Buy-Out Reimbumement wdl b . ~ ur roes and asso~ated expenses payable for (al early termination of the lease of the Trade-in or ~~; under Ihe Agreement, (b)refinancing the lease of chef equ pment or c ~~~n~dg~ ~?~, agree tha.t CBS' .nancial obligation is limited to the Buy-Out Reimbursem~n 2~turn ~ L~si~ ~mpany is selected above: You hereby authorize CBS to pick up the Trade-in or Return Equipment listed above. You agree to pay CBS' removal charges if, on the date specified above, the Trade-in or Return Equipment is unavailable for pickup and removal through no faull of CBS. Jf Trade-in Equipment is to be conveyed to CBS, you represent that CBS will receive good and renderable 66e to each unit of Trade4n Equipment, free and clear of any and all liens and leasehold interests If, for any reason, you fail to deliver Trade-in Equipment to CBS on the relevant date specified above, you shall refund to CBS, promplly upon receipt o¢ CBS' invoice, the full amount of any trade-in credit reflected in the Agreement (which amount shall equal the lair market value of such Trade-In Equipment, as determined by CBS). If Return Equipment is to be shipped to the Leasing Company specl~ed above, CBS' sole obligation is to use commercially reasonable ego,s to pick-up and remove the Return Equipment and to arrange, on your behalf and al CBS' expense and risk (but only to the extent of obvious damage in transit), for the shipment of the Return Equipm~ to lhe Leasing Company, THIS ADDENDUM SHALL BECOME EFFECT~ AND B ND N~S PROVIDED IN PARAGRAPH 6 OF THE ADDITIONAL TERMS AND CONDITIONS THE AGREEMENT. EXCEPT AS P~IN~~T SHALL REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT. OF Customer's Authodzed S,gnat.re ~~~ 1,277,555 XKH83352 Special Removal Instructions: ; Ms,f Reading, i :(ifappicable) : 879,481 Equipmeni:location, Ir dl~f~r~i ~6A~ ~Ovb i :: Contact Name CANON BUSINESS SOLUTIONS Canon Ousiness Solutions, Ino,/"CBS") 300 Commerce Square Blvd., Burlington, NJ 08016 (800) 613-2228 Company: Town o¢ Southold Address: 53095 Main Road City: Southold State: NY Contact: Lloyd Reisenberg ADDENDUM TO ACQUISITION AGREEMENT No. 718588 (the "AGREEMENT") - TRADE-IN, RETURN OR BUY-OUT REIMBURSEMENT Zip: 11971 Phone#: 631-765-1891 Email Address: Fax#: $ to be paid under/he circumstances described below. Payable to: []You [] Canon Financial Services Please select one: [] Trade-in [] Ship Relurn Equipment to selected Leasing Company [] Cohen Financial Services [] CIT [] Refurn Equipment to CBS, Originar Order Date [] Other Pick-Up Information: [] Same Date as Delivery of Listed Items specified on the Agreement. [] Olher Specified Date: / / (but no longer Ihan 30 days after delivep/of Listed Ilems tinder Agreement) Contact Name Phone Email Special Removal Instructions; Item Code De~Cripti0n Canon IR5020 Finisher F1 Canon IR5020 Finisher F1 Canon IR2870 Finisher S1 Cabinet :Seriai # (if applicable) ; JCT18866 KGP19285 54265 Main Road, Soulhold, NY 11971 JOT18854 54265 Main Road, Southold, NY 1197I KGP17237 KGC00278 KCG15505 54265 Main Road, Southold, NY 11971 54265 Main Road, Southold, NY 11971 54265 Main Road, Southold, NY 11971 54265 Main Road, Soulhold, NY 11971 54265 Main Road, Southold, NY 11971 You have agreed to acquire from CBS certain Listed Items pursuant to the Agreement corresponding to this Addendum, and further agree, by your signature below, as follows: If BuyO t Reimbursement i selected ab e: Th'T'Th'T'~uB,y-Out%:r~ursemen, ,ndi~tleed above~l be paid directly ,o the desigf~ated pad, by CE~ upon ,nstalla(ion and ,est,.9 of ,he L. ted Items and paym~t.o CBS (b~.~.you or by the~asing Comi~..y) of the pu'l~lase price for~;te Listed Items.~r~he Buy-Out R~imburseme~..will be pa~for e soe p~u?ose~'C~eimbursefm~t of early tenTh.rich charge'~p~r fees and '~.sociated expe~r~es payable for~) early tehmi~fion of the'Pease oi the~ade-in or Return Equff~.ent or for'~h..er e~q, uipm_e.r~t~;~rng replacec~q~ the Liste~.lems under t~..Agreemenl, ib~.r..efinancing th'"t~lease of o~'~er equipme~ or (c) prepara, tb)n ,o?. tf~.ite for ins't~ll~t~ms. You ac~wledge a~.agree that C'[~'~ financial oblig~g~n is limfied'5~.4.he Buy-O~L.~efmburs~ent 2. If Trade-in Equipment or Return to Leasing Company is selected above: You hereby authorize CBS to pick up the Trade-in or Return Equipment listed above, You agree to pay CBS' removal charges if, on the date specified above, the Trade-in or Return Equipment is unavailable for pickup and removal through no faull of CBS, If Trade-in Equipment is to be conveyed to CBS, you represent that CBS will receive good and marketable title to each unit of Trade- n Equipment, free and clear of any and all liens and leasehold interests, If, for any reason, you fail to deliver Trade-in Equipment to CBS on the relevant date specified above, you shall refund to CBS, promptly upon receipt of CBS' invoice, the full amount of any trade-in credit reflected in the Agreement (which amount shall equal lhe fair market value of such Trade-In Equipment, as determined by CBS), If Return Equipment is to be shipped to the Leasing Company specified above, CBS' sole ob)igation is to use commercially reasonable effods to pick-up and remove the Return Equipment and to arrange, on your behalf and at CBS' expense and risk (but only to the extent of obvious damage in transit), for the shipment of the Return Equipme~,~l~ the Leasing Company. THIS ADDENDUM SHALL BECOME EFFECTIV.~'CND BINDING ~ PROVIDED IN PARAGRAPH 6 OF THE ADDITIONAL TERMS AND CONDITIONS OF THE AGREEMENT, EXCEPT AS PROVI.DE.~~ENT SHALL REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT. Customer'sAuthorized Signature __ .~.~~"~~ SLS-004B Sepiernber, 2000 CBS NON-CANCELABLE RENTAL AGREEMENT Canaa Fl~aae~ai~lces Inc. "CFS") CFS-10?9 (03/07) P.O. Box 4004 CANON BUSINESS SOLUTIONS I AGREEMENT ] Cato( Stream, illinois 60197-4004 NUMBER [ (SO0) 220-0200 NAME (COMPANY LEGAL NAME) []BA { PHONE Town of Southold ("Customer")[ 631-765- 1891 BILLING ADDRESS CITY COUNTY SLATE ZIP 53095 Main Road Southold Suffolk NY l 197 I SEE SCHEDULE A Term: 60 Monlhs TOTALS Guaranleed Copy Plan: [] Individual [] Fleet (Totals only required) ' Plus Applicable Taxes ~ervice/Supplies included Meter Reading Payments held as ~' Service Provider: [] Service including drums [] Monthly $ 0.00 z-z -[~ Othe.... r ........... [] Quade. rl.y~__. (Due a Silting) THIS AGREEMENT IS EFFECTIVE ONLY UPON StONiNG BY BOTH PARTIES THIS AGREEMENT IS NON-CANCELA~f~BY CUSTOMER, CUSTOMER REPRESENTS THAT ALL ACTION REQUIRED TO AUTHORIZE THE EXECUTION OF THIS AGREEMENT ON BEHALF OF THE CUSTOME THE FOLLOWlN IGNATOR[ES HAS BEEN TAKEN. TO: Ca~n Financial Somices. Inc. {'CFS"} ACC EPTA~C E CE RIIFICATE TERMS AND CONDITION8 SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS. Contin.~d ,, PERSONAL GUARANTY c~s. wz9 Io3/o7) Initials: Canon Financial Services, Inc. Addendum to Agreement for Application 565221 WHEREAS, Canon Financial Services, Inc. ("CFS") and Town of Southold ("Customer") have determined that it is for their mutual benefit to enter into this Addendum ("Addendum") to the Lease Agreement (whether designated a Lease, Rental Agreement, Master Lease, or otherwise) ("Agreement") for the lease or rental of certain equipment ("Equipment"). NOW, THEREFORE, for good and valuable consideration, intending to be legally bound, the parties hereto hereby agree as follows: It is expressly agreed by the parties that this Addendum is supplemental to the Agreement and that the provisions thereof, unless specifically modified herein, shall remain in full force and effect and shall apply to this Addendum as though they were expressly set forth herein. In the event of any conflict or inconsistency between the provisions of this Addendum and any provisions of the Agreement, the provisions of this Addendum shall in all respect govern and control. ' . The terms and conditions paragraph(s) in the Agreement are changed as follows; 2. AGREEMENT PAYMENTS. Paragraph 2 is amended by deleting the 2nd sentence "Once in each twelve (12) month period following the first anniversary of this Agreement, the Service Provider whose name and address is indicated herein has the right to increase bolh (i) the Monthly Base Charge and (ii) the Per Image Charge in an amount not to exceed fifteen pement (15%) of such charges where were in. effect immediately prior to such price increase." 10. INDEMNITY. Paragraph 10 is amended by deleting the paragraph in its entirety and replacing with "CFS is not responsible for any losses or injuries caused by the installation, removal or use of the Equipment except those due t ' o CFS gross negligence. Customer agrees to reimburse CFS for and defend CFS against any claims for losses or injuries (including attorneys' fees and costs) caused by the Equipment." '~ ,' ~7..~ATE qH'ARG. ES; .IL;'~PENSE~ jl~ ENFOI~EMIEN~, · Pa~dran~17 ia, green i Customer agrees that CFS may accept a facsimile copy of this Addendum as an original, and that such facsimile copy will be treated as an original for all purposes. THIS ADDENDUM SHALL BE EFFECTIVE WHEN IT HAS BEEN SIGNED BY CUSTOMER AND ACCEPTED BY CFS, CANON FINANCIAL SERVICES, INC. TOWN OF ~O.~.. ~HOLD By: ~ Date: Printe~' Name: Title:_ ( t HOH CANON I~USINESS SOLUTIONS Lloyd Reisenberg Network and Systems Administrator Town of Southold, New York Lloyd.reisenber @ town.southold.ny.us 631-765-1891 A Canon U.S.A. Company Canon Business Solutions-East, [nc, 5 Dakota Drive phpne: (516) 328-t~000 Dear Lloyd Please accept this letter as commitment from Canon Business Solutions in regards to the Universal Send Scanning solution and eCopy Desktop Software included in this agreement. Canon Business Solutions System Technicians will do the following. Set up the 5 copiers to scan to a Network Share on Town of Southold's Network 1. a network shared folder or folders The copier wiU have credentials (full access) to that folder. (gives the copier Write access) Users will have access to the folder based on their credentials (read, write, modify, delete etc. this is based on your user policies). 2. 5 users will have access to the eCopy desktop software. This will allow users to modify the scanned image and OCR various documents. · This will be done through a separate network share. OR · The imageRunner can send documents directly to the end users PC 3. Canon Business Solutions will train the end users on how to use the Universal Send Scanning Solution and basics on the eCopy Desktop Software. Thank you, Craig Tardo Major Account Division Canon Business Solutions A Subsidiary of Canon USA 516-328-4032 September 19, 2008 C~;~Hi~'~ COST PER COPY RENTAL - Schedule A Canon Financial Services, Inc. I Agreement Nurnbef: This Cost Per Copy Rentai- Schedule A ("Schedule A") is attached to and made part of the Cost Per Copy Rental Agreement ("Agreement") between To~ of Southold ("Customer") and Canon Financial Services, Inc. It is expressly agreed that this Schedule A is supplemental to the Agreement and that the provisions thereof shall remain in full force and effect and shall apply to this Schedule A as though they were expressly set forth herein. Covered Images Included Per Image Charge n Equipment Address Location Contact Ma~(e / Model I Serial Number Star~ Meter in Base Charge Excess of Covered Imaces"l MOnthly Base Meter 53095 Main Road 631-765-1891 Canon LR5075 Southold. NY 11971 90,000 N/A $.0083 N/A $2,459.6? 53095 Main Road 631-765-1891 Canon IR5050 Southold, NY 11971 Included [aclude~ Included 54265 Main Road 631-765-1891 Canon IR5050 Southold, ICY I 1971 Included Included Included 4265 Main Road 631-765-1891 Canon IR5050 Southold, N-Y I 1971 Included Includec Included 4265 Main Road 631-765-1891 Canon IR3235i Southold, NY 11971 hacinde~l Included Included Guaranteed Copy Plan: TOTAL 90,00o [] Individual [] Aggregate (Totals only required) $2,459.6; IN W1TNESS VWtEREOF, the parties have caused this Schedule A to be executed on the same date set fo~ on the Agreement. * plus applicable taxes ACCEPTED AUTH.. Z.ED~ C.~ TO M~E~R~,~ I G N A T U R E Canon Financial Services, Inc. Customer: By: By: T~le: Printed Name: CFS-1102 (08;07) C IlOll CANON BUSINESS SOLUTIONS Service Provider Terms and Conditions Canon Financial Services ("CFS") Cost Per Copy Agreement I, TERM. Canon Business Solutions, Inc. ("CBS") shall provide maintenance on the Equipment included in the CFS Cost Per Copy Agreement ("CFS Agreement") for the term of lhe CFS Agreement, including any applicable renewaJ term, beginning on the date of ins[alla~ion. Capitalized lerms not defined herein shaft have the meaning set forth in the CFS Agreement. 2. CHARGES. Base Charges and Per image Charges, including Images in Excess of Covered Images, shaft be invoiced in accordance with the CFS Agreement. (a) Toner inclusive Service includes replenishment of Supplies specified in the CFS Agreement and are for .exclusive use with the Equipment. If Customer's usage of toner exceeds manufacturer specifications for convenflonal coverage by more than 10%, CBS may advise CES to invoice Customer directly for such excess toner. Customer may purchase additional toner from CBS if required during the term. Customer shall bear all risk of toss, theft or damage to unused Supplies, which shall remain CBS' property and shall be returned promptly upon termination of this Agreement. (b) If Customer has specified fha Fleet Guaranteed Copy plan in the CFS Agreement, the Base Charge and the Covered Images shall appty to /he fleet of Equipment, irrespective of the usage of individual units of Equipment in the fleet. (c) If Customer has elected fo utilize the imageWARE Remote feature of the Equipment, Customer authorizes CBS (a) to transmit use and service data accumulated by the Equipment over Customer's network by means of an HTTPS protocol and (b) Io store, analyze and use such data for purposes related to servicing the Equipment and for product improvement. (d) Customer agrees to provide meter readings to CBS, if applicable, in accordance with the Meter Method and/or Meter Reading Frequency specified in the CFS Agreement and CBS' normal procedures. If you selected CBS' eManage website, yea shall complete CBS' reglsffafion process governing access to and use of such website. CBS may change Customer's Meter Method and/or Meter Reading Frequency from time to time upon 60 days notice. If CBS does not receive timely meter readings from Customer, Customer agrees to pay invoices that reflect CBS' estimates of meier readings. CBS reserves the right fo verify fha accuracy of any meter readings from time to time, and to advise CFS to make appropriate adjustments to Customer's account on Customer's next invoice. 3. COVERED SERVICE. CBS shall provide afl routine preventive maintenance and emergency service necessary to keep Ihe Equipment in good working order in accordance with Ihis Agreement and CBS' normal practice. Such service shall be performed during CBS' local regular business hours (8:30 A.M. to 5:00 P.M. Monday fhrough Fdday, except holidays). (a) Cusfomer shall permi~ CBS full, free and safe access ~o the Equipmenf to perform on-silo service. Cuslomer acknowledges tha~ CBS may not be able fo provide maintenance for Equipment outside of CBS' servicing terrilo~y. Parts or Equipment replaced or removed by CBS in connection with mainlenance services hereunder shaft become the property of CBS and Customer disclaims any interest therein. (b) CBS shall make available to Customer from time to time and at prevailing prices, If any, such upgrades and bug fixes for tbe ti) for compafibility, (ii) to mainlain suppodabilgy or (iii) for other operating the Software and identifying service problems, facilitafing contact between Customer and the supplier of the Sogware to rectify such problems and maintaining a log of such problems to Software supplier addresses and rectifies the problems. Customer further acknowledges that it is Customer's responsibility to acquire any Applicalion Software and ~o complete the registration or other qualifications process applicable to such Support Contracts if support. 4. NON-COVERED SERVICE. The following services, and any other work beyond the scope of this Agreement, shaft be invoiced le accordance With CBS' then current labor, parts and suppty charges: (a) replacement of any consumable supply item, including, without limitation, paper, toner, ink, waste containers, fuser oil or staples (except for toner Inclusive service to the extent provided in Subparagraph 2(a) above), olher media, print heads and puncher dies; (b) repairs necessitated by factors other than normal use including, wilhout limilafion, any willful ac/, negligence, abuse or m~suse of the Equipment; the use of pads, suppfies or software which are not supplied by CBS and which cause abnormally frequent service calls or service problems; service performed by personnel other than CBS personnel; transportation of the Equipmenl; accident; use of the Equipment with non-compafible hardware or soitware components; electrical power malfunction or heating, cooling or humidity ambient conditions; (c) re-installation or relocation of Equipment; (d) repairs to er realignment of Equipment, and related Iraining, necessitated by cha~ges you made to your system configuration or network enwroement; (e) repairs or service required as a result of inadequate operaflon of the Equipment (e.g., CBS technician is dispatched to rectify a problem described in the operator manual); (f) work which you request to be performed outside of CBS' regular business hours; or (g) repair of RiP or other network/system connection device, except when lisled in the CFS Agreement. 5. CUSTOMER SATISFACTION POLICY. Within three years of ~he original installalion of any newly installed Canon brand equipment under this Agreement, CBS will, at Customer's written request, replace such Equipment with a like unit provided Customer is not in default of the CFS Agreement and Customer gives CBS a reasonable opportunity Io cure any service problems Customer may have with the Equipment. CUSTOMER AGREES THAT NOTHING IN THIS SECTION WILL ENTITLE CUSTOMER TO TERMINATE THE CFS AGREEMENT. SER-CPC 023 February, 2008 CBS 'IJ~'f',, I ¥ t C*,\~ ~ Customer Initial~ Canon Financial Services, Inc. Carol Stream. Illinois 60197*4004 ("CFS") Municipal Fiscal Funding Addendum Agreement Number: Agreement [Dale: GOVERNMENTAL ENTITY Complete Legal Name Town of Southold ("Customer") THIS ADDENDUM WILL BE OF NO FORCE OR EFFECT IF THE CUSTOMER IS NOTA STATE OR A POLITICAL SUBDIVISION OF A STATE WITHIN THE MEANING OF SECTION 103(C) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. The Customer warrants that it has funds available to pay the lease payments ("Payments") payable pursuant to the lease agreement (the "Agreement") between Customer and CFS until the end of its current appropriation period and warrants that it presently intends to make Payments in each appropriation period from now until the end of the Agreement. The officer of the Customer responsible for preparation of Customer's annual budget shall request from its legislative body or funding authority funds to be paid to CFS under the Agreement. If notwithstanding the making in 9cod faith of such request in accordance with appropriate procedures and with the exercise of reasonable care and diligence, such legislative body or funding authority does not appropriate funds to be paid to CFS for the Equipment, Customer may, upon prior written notice to CFS, effective upon the exhaustion of the funding authorized for the then current appropriation period, return the Equipment to CFS, at Customer's expense and in accordance with the Agreement, and thereupon, Customer shall be released of its obligations to make Payments to CFS due thereafter, provided: (1) the Equipment is returned to CFS as provided for in the Agreement, (2) the above described notice states the failure of the legislative body or funding authority to appropriate the necessary funds as the reason for cancellation; and (3) such notice is accompanied by payment of all amounts then due to CFS. In the event Customer returns the Equipment pursuant to the terms of this Addendum and the Agreement, CFS shall retain all sums paid by Customer. Customer's Payment obligations under this Agreement in any fiscal year shall constitute a current expense of Customer for such fiscal year, and shall not constitute indebtedness or a multiple fiscal year obligation of Customer under Customer's state constitution, state law or home rule charter. Nothing in this Agreement shall constitute a pledge by Customer of any taxes or other monies, other than as appropriated for a specific fiscal year for this Agreement and the Equipment. The undersigned represents and warrants to CFS that all action required to authorize the execution and delivery of this Addendum on behalf of the above referenced Governmental Entity by the following signatory has been duly taken and remains in full force and effect. CFS may accept a facsimile copy of this Addendum as an original for all purposes. Canon Financial Services, By Title Date Custom By Printed Name ~T,tle CFS-2020 (11/04)