HomeMy WebLinkAboutCanon Business Solutions, Inc - PRELIMINARYRESOLUTION 2009-543-
ADOPTED
DOC ID: 5093
THIS IS TO CERTIFY THAT THE' FOLLOWING RESOLUTION NO. 2009-543 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
JUNE 16, 2009:
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 anrl
related Addendums between the Town of Southold and Canon Business Solutions~ Ine in
connection with the lease of one (1) Canon 1R-3225 copy machine for use by the Highway
Department at a monthly cost of $107.61 for a period of sixty (60) months from the date of
installation, subject to the approval of the Town Attorney.
Elizabeth A. Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Vincent Orlando, Councilman
SECONDER: Albert I<Lrupski Jr., Councilman
AYES: Ruland, Orlando, Kmpski Jr., Wickham, Evans, Russell
A ~1~0~ Proposal for
Town of Southold
(~11011 IR3225
Digital Copier
25 Pages Per Minute
Automatic Document Feeder
1,100 Sheet Paper Supply
Automatic Duplexing
Super G3 Faxing
Model
Accessories Included
60 Month Lease
IR3225
Document Feeder,
2 Paper Trays, Cabinet
Super G3 Fax Board
$1~07~61
Service: Includes All Parts, Labor and Toner for 2,000 copies per month
At $.0147 '
6/9/2009
CANON BUSINESS SOLU'nONS
Carton Business 5olutioes, Inc. ('CBB')
300 Commerce Square Btvcl., Burlington, Nd 08015
(800) 613-2228
Bales
ACQUISITION AGREEMENT LEASE OR PURCHASE
# 799280
CRAIG TARDO Order Date: 7/7/2009
.~ustomer Account:
~mpan~/: TOWN OF SOUTHOLD
Address: 53095 MAIN ROAD
3ompany:
TOWN OF sOUTHOLD / Highway Dept.
~,ddress: 275 Peconic Ln.
3ity: SOUTHOLD 3ity: Peconic
State: NEW YORK Zip: 11971 ~tate: NY Zip: 11958
Contact: LLOYD REISENBERG Phone #: 631-765-1891 3ontact: Peter Harris Phone #: 631-765-3140
Email Address: Fax#: Email Address: Fax#: 631-765-1750
[] 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) to this Agreement and for the fixed term specified in the lease agreement
between you and the Leasing Company. Delivery to you of the items specified is contingent on you signing a Pease agreement with the Leasing
Company.
[] Canon Financial Services [] Other (Name of Leasing Company):
[] You agree to pumhase the items listed below or in any addendum to this Agreement, for the pumhase price specified.
rt~e 'biff to' tor the terms listed is the Leasing Company or the Customer. depending on which box is checked above.
PLEASE PRINT
2537B003
IMAGERUNNER 3225
,107.61 PER MONTH
2538B002 DADF-U1 1 60 Month Lease
9669A003 CABINET-P1 1
2717B002 SUPER 53 FAX BOARD-AC1
0287V675
DIGITAL QC 120/15 NETWORK SURGE PROTECTOR
~LACN & WHITE LOW VOLUME INSTALL PAK (
1023V284
Other Reeulrements:
[] P.O. Required /
P.O. #
[] Tax Exempt
(Attach Cer~ficate)
~1 Customer Declines
Maintenance Agreement
Payment Terries:
[] Check With Order Check #
[] Net 30
] Lease
[] Other
CC # E~piration Date
Supplemental Addendum
Subtotal
$
$
Total $
Name on Credit Card
Shipeina Instructions:
Ship Via:
Houm of Operation
Number of Steps
Elevator Yes [] No []
Customer Delivery Instructions:
Name
Phone
Special D e~ivery/Installation Instruction
Earliest Date for Delivery:
Balance Due $
[~¥stomer I/T Information:
Phone
Loading Dock Yes [] No []
BY YOUR SIGNATURE BELOW, YOU AGREE TO LEASE OR PtJ R,~J~SE. AS SPECIFIED ABOVE. THE ITEMS LISTEO AeeVE OR IN ANY ADDENDUM(S) TO THIS AGREEMENT. YOU
ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT,~/NCLUOING BIST~NG OF TWO PAGES INCLUOING THIS FACE PAGE. THE ADDITIONAL TERMS AND CONDITIONS ON PAGE 2
HEREOF AND IN ANY ADOENOUM(S)HERETO A~H~ENT,
Customers Authorized Signature: ~ ~ -r .
SLS-004 January, 2008 CBS
ADDITIONAL TERMS AND CONDITIONS
These are thc additional terms and conditions referred to on the face
page to which they are attached, Such face page and addendum(s).
collectively with these tanns and conditions, ;he "Agreement."
L LEASE OR PURCHASE PRICE AND PAYMENT. You agree
to lease or purchase the units of equipment and supplies (the
"Equipment") and Ecenses of application software with third par~y
suppori comracls (thc "Listed Software" and, together with the
Equipment, the "Listed fiems"), in each case as indicated on the face
page hereof or in any addendum(s) hereto.
(al If you have elected to purchase the Lis~ed Items, the
total purchase price specified in the Agreement, including sales taxes
and delivery/installa0nn charges, is due and payable in accordance with
the paymenl terms of this Agreement. If payments are late, (il you shaft
pay the actual and reasonable costs and expenses of collection incurred
by CBS. including the maximum attorney's fees permitted by law and
(ii) CBS may charge you and you agree to pay. a late charge equal to the
higher of ten percent (10%) of the amount due or $10 as reasonable
collection fees, not to exceed the maximum amount permitted by law.
(b) If you have elected Io lease Ihe Listed Itams, CBS
shall sell the Listed Items to the Leasing Company subjeta in all respects
to the warranty limitations and disclaimers and limitations of liability in
this Agreement, You shall enter into a lease agreemenl with the Leasing
Company providing, in addilion to such terms and conditions as the
Leasing Company shall require, for fixed periodic lease payments
indicated herein over a fixed lease term as specified in the lease
agreement. Delivery/installation charges, if separately itamized in this
Agreemenh are due and payable in accordance with the payment terms
of this Agreement. You are responsible for payment of sales or use taxes
on monthly rentals if applicable, even if not specified in this Agreemenl.
(c) in addition to the amounts shown in this Agreement,
you shall pay CBS' tales for any special dgging for delivery and
installation.
(d) CBS reserves the right to wilhhold shipment of the
Listed Items (i) until you make full payment of the total price specified
in this Agreemem or to revoke any credit extended ~o you because of
your failure to pay any amounts when due or for any other reason
affecting your creditworlhlness, or (ii) until you enter inlo a lease
agreement with the Leasing Company and the Leasing Company
commits to full payment of the purchase price agreed to between CBS
and the Leasing Company. in the evenl that, at any lime prior to
shipment. CBS discove~ any tnistake in pricing or Equipment
configuration with respect ta any Listed fiem(s), CBS reserves the fight
to notify you of the mistake in writing, and such notification will
eonsdtate the non-acceptance of this Agreement by i~ with respect to
such Listed Items without liability.
2. LIMITED WARRANTY. For ninety (90) days after the date of
the original delivery of Canon brand Equipment, CBS warrants that
under normal use and maintenance conditions all such Equipment will
be free from defects in matadal and workmanship. Warcamy claims
must be made in writing by you to CBS no later than five (5) business
days after the expiraEon of the warranly pedod. CBS' obligations under
this warranly ate limitad solely to repair or replacement (ts CBS' sole
option) of such parts as are proven to be defeclive upon CBS'
inspection. This warranty does not extend Io, and you shall pay, CBS'
labor, paris and snpply charges for (al repairs resulling from service
visits required as a resull of inadequate operalion of the Listed ILems
(e.g., CBS technician is dispatched to rectify a problem described in
operalor manual), (b) repairs necessitated by fataors other than normal
use including, without limitation. (il any willful act, negligence, abuse or
misuse of the relevant Equipment, (ii) the use of pa.ns, supplies or
software not supplied by CBS and which cause abnormally frequent
service calls or service problems, (iii) service performed by personnel
other than CBS service technicians, (iv) transporladon of the Equipmenh
tv) accident or casualty, and (vi) electrical power malfunction or heating,
cooling or humidity and ambient conditions, or (¢) re-installation of the
Equipment.
YOU EXPRESSLY ACKNOWLEDGE THAT THE LIMITED
EQUIPMENT WARRANTY CONTAINED IN THiS AGREEMENT
DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE
OF THE LISTED ITEMS. CBS SHALL, UPON REQUEST, FURNISH
SLS-004 January, 2008 UBS
Page 2
TO YOU WITHOUT RECOURSE ANY END USER WARRANTIES
MADE BY THE MANUFACTURER OF THE LISTED SOFTWARE OR
ANY NON-CANON BRAND EQUIPMENT. CBS MAKES NO
WARRANTY, EXPRESS OR IMPLIED, INCLUDING IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, WITH RESPECT TO LISTED SOFTWARE
OR WITH RESPECT TO NON-CANON BRAND EQUIPMENT.
OTHER THAN AS SET FORTH IN THIS PARAGRAPH 2~ CBS
EXPRESSLY DISCLAIMS AND EXCLUDES ANY AND ALL
WARRANTIES, EXPRESS OR IMPLIED. INCLUDING IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE RELATING TO THE USE OR
PERFORMANCE OFTHE LISTED ITEMS.
3. SECURITY. As security for the paymenl of all amounts due to
CBS, you hereby grant to CBS a secudty interest in Ihe Listed Itams. To
the extent permitted by applicable law, you hereby authorize CBS to file
with the appropriate governmental authorities any and all financing
statements necessary ~o evidence or perfect CBS' security interest in the
Lisled Items.
4. LIMITATION OF LIABILITY. CBS SHALL NOT BE 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
BASED AND EVEN IF CBS HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
5. CHOICE OF LAW AND FORUM. THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK. YOU CONSENT TO
THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR
FEDERAL COURT LOCATED WITHIN THE 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 THEORY UPON WHICH SUCH SUITS ARE BASED. SHALL
BE BROUGHT ONLY IN THE STATE OR FEDERAL COURTS
LOCATED WITHIN THE 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, SHALL BE COMMENCED, IF AT ALL, WITHIN ONE
(~) YEAR OF THE DATE THAT THE CLAIM ACCRUES. THE
PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A IURY TRIAL
IN ANY SUIT BETWEEN THEM.
6. GENERAL. This Agreement shal[ be binding upon you when you
sign this Agreement, and shall be binding upon CBS upon (il acceptance
hereof in writing by CBS or (ii) shipment by CBS of any of the Listed
hems. whichever occurs first. This Agreement. together with any related
CBS credil application, constitutes the entire agreement between the
parties with respect to the furnishing of the Listed Items. superseding all
previous proposals, oral or wdtten. No lease agreement entered inlo
between you and the Leasing Company with respect Io any Listed Items
shall be binding on CBS in any respect or affect your rights or CBS'
obligalions hereunder, Any purchase order utilized by you shall be for
your administrative convenience only, and any terms therein which conflict
with, vary from or supplemem the provisions of this Agreement shall be
deemed null and void. No representation or slatement not contained on the
original of this Agreement shall be binding upon CBS ~s a warranty or
otherwise, nor shall this Agreement be modified or amended except by a
wdting signed by you and an officer of CBS. You may cot assign this
Agreement without the prior wrillen consent of CBS and any attempted
assignment without such consent shall be null and void. You expressly
disclaim having relied upon any representation or statement concerning the
capability, condiliom operation, performance or specifications of the Listed
fiems except to the extent set forth on the original of this Agreemenh
7. ELECTRONIC ACCEPTANCE. You agree Ihat CBS may accept
an electronic image of Ihis Agreement as an original, and that electronic
copies of your signature will he treated as an original for all purposes.
Customer initials ~
Canon Business ~ Ino.
Town of Southold
ACQUISITION AGREI;MENT ADDENDUU
53095 Main NY 11971
60 months
Equlpmest Oeec~p~m
I- IR3225
WHEREAS, Canon Business Solutions, Ino. ('CBS"), and the abova-described Customer ('You") have dstmmlned that it Is in
their mutual benefit to enter into thi~ Acquisition Agreement Addendum ('Addendum') to the above-de~ribed Acquisi0on Agreement
('Agreement'). All ~apltallzed tam,ts uesd below that are not defined in this Addendum shall have the meanings sst forth In the
Agreement.
- 1.
Name:
Date:
NOW, THEREFORE, for good and valuable consideration, intending to be legally bound, the parties hereby agree as follows:
Anything in the Agreement to the contrary notwithstanding, and subject to all of the terms and conditions set forth in this
Addendum, the terms and conditions of the Agreement shall be modified as follows:
e) Section l(a): Delete the antim section.
It Is expressly agreed by the parties that this Addendum is supplemental to the Agreement, and that the provisions thereof,
unless sbecifleslly modified herein, shall remain In full ~ome and effect and Mall apply Fo this Addendum as though they were
expressly set forth herein.
In the event of any oonfllct or Inconsistanoy between the provisions of this Addendum and any provisions of the Agreement,
the pmvi$iens of this Addendum sh~ll in all respect govem and control.
IN WITNESS WHEREOF, the parties have caused this Addendum to be executed on the date set forth below.
Canon Business Solutions, Ina.
· et HOn
CANON BUSINESS SOI.U'nONS
Canon Business SctutJons, Inc. ('CBS')
300 Cornmen:e Square Bivd., Burlington, NJ 08016
(8O0) 613.2228
Company. Town of Southold
Address: 53095 Main Road'
c~. Southold
State: New York
Contact: Uoyd Relsenberg
Email Address: I
ADDENDUM TO ACQUISITION AGREEMENT
No. 799280 (the "AGREEMENT") -
TRADE-IN, RETURN OR BUY-OUT REIMBURSEMENT
Zip: 11971
Phon~: 631-765-1891
Fax~..
J$ to be paid.under 6~e circumstances dascdbed below. Payable to: [] You [] Canon Financial Sewices
Please select
[] Trade-In
[] Ship Return Equlprnent to ealected Leasing Company
r~ Canon Financial SaUces r~ClT
[] Return Equipment to CBS. Odglnal O~der Date
Pick-Up Information:
[] Same Date as Delivery of Listed Items specified on the Agreament.
[] Other Specified Date: __ I __ / __
(but no Ioflger Ihan 30 days alter deiiver/of Listed Items under Agreem~lt)
Contact Name Phoea
EmaH
Special Removal Instructions:
Canon lR3300
Cabinet
NQJ11522
You have agreed to acquire from CBS ceda~n Usted Items pursuant to the Agreement corresponding to this Addendum, and further agree, by your signature
below, as follows:
· ~, If Buy Out Re~ent is selec~nd,'~ase:
Tha~W~Ot;t R~fl~b~ream~t lnd[cof~e~ba paid direcfly~34ntl~l~dgnafad parly~.~.~ ul:~nstallatio~ and~to~li~the Usted lle~s and
puq~oea Trada4n or
2. If Tmd~-le Squlprn~t or
You hereby outhodze CBS to pick up b~e Trade-in or Return Equipment listed above. You agree to pay CBS' removal charges if, on the data specified above,
the Trede4n or Return Equipment Is unavailable for pickup and removal through no fault 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 Trede-ln Equipment, free and ctnar of any and all liars and Inaashold In~mst~, If, for
any reason, you fall th deliver Trade-in Equipment to CBS on the relevant date sped~ed above, you shall refund to CBS, promptly upon receipt of CBS'
invoice, the full an~ent of any trada-le credit reflected In the Agreement (which amount shall equal the fair market value of such Trada-ln Equipment, as
determined by CBS). If Return Equipment is to be shipped to the Leasing Company specified above, CBS' s~le obligation is to use commereishy reasonable
effads to pick-up and remove the Retum Equipment and to arrange, mt your hahalf and et CBS' expense and risk (but only to ~ extent of obvious damage
in transit), for the shipment of the Return Equipment to the Leasing Company.
THIS ADDENDUM SHALL BECOME EFFECTIVE AND~ING AS PR._OViDED IN pARAGRAPH 6 OF THE ADDITIONAL TERMS AND CONDITIONS OF
Customer's Aulhor;zed Signature
SLS-OO4B September, 2008 CBS
I
Canon Business Solutions, Inc.
Town of Southold
ADDENDUM TO ACQUISITION AGREEMENT ADDENDUM
TRADE-IN, RETURN OR BUY-OUT REIMBURSEMENT
IReis~l Acquisition A~'eerm~t Nut,bec
· 799280
53095 Main Road, Southold, NY 1~1971
60 months
WHEREAS, Ca~on Business Solutions, Inc. ('CBS"), and the above-described Customer ('You") have determined that it is in
-their mutual benefit to enter Into this Acquisition Agreement Addendum ('Addendum") to the above-described Acquisition Agreement
('Agreement'). '
AgreemanL NI caPifahzed terms used below that are not defined in this Addendum shall have the meanings set fo~n in the
1,.
NOW, THEREFORE, for good and valuable consideration, Intending to be legally bound, the paraes hereby agree aa follows:
Anything in the Agreement to the contrary notwithstanding, and subject to all of the terms and conditions set forth in this
Addendum, the terms and conditions of the Agreement shall be modified as follows:
a) Soction 1: Delete the entire section.
It is expre~ly agreed by the pallas 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 shell apply to this Addendum as though they were
expressly set forth herein.
In the event of any senfllet or inconsistency between the pmvisions of Ihis Addendum and any provisions of the Agreement, the
provisions of this Addendum shall in ali respect govern and contr~.
IN WITNESS WHEREOF, the parties have caused this Addendum to be executed on the date set forth below.
Name:
Title:
Date:
Canon Busines~ Solutions, Inc,
,~_of Sout~ld
Name: ~
Date: .
OH COST PER COPY Canon
NON-CANCELABLE RENTAL AGREEMENT Canon F~anclal Services, Inc. ('CFS")
CANON BUSINESS SOL~ONS I ~.~.; I cid~o, ,,~= ~.3
NUMBER m
NAME (COMPANY LEGAL NAME) DBA I PHONE
TOWN OF SOUTHOLD ("Customer")
BILLING ADDRESS CITY COUNTY STATE ZIP
53095 MAIN ROAD SOUTHOLD SUFFOLK NY 11971
EQUIPMENT ADDRESS CITY COUNTY STATE ZIP
275 PECONIC LN. PECONIC SUFFOLK NY 11958
CANON IR3225 2,000 N/A $.0147 N/A $107.61 F
Term: 60 ~ths TOTALS
Guaranteed Copy Plan: [] Individual [] Fidet (Totals only required) · Flus Applicable Taxes
Service/Supplies Included Meter Reading ' Payments held as Sewice Provider:
[] Se~ice including drums and toner Frequency "Securily Deposit':
Sen, ice including drums [~ Monthly $ 0.00 CANON BUSINESS SOLUTIONS
[~ Other k~l Quarterly (Cue at Si~nin~)
I acs []
THIS AGREEMENT IS EFFECTIVE ONLY UPON S~GNIND BY ~)TH PARTIES. THIS AGREEMENT iS NON~ANC Y CUSTOMER. CUSTOMPR REPRESENTS THAT
--AU' ACTION REQUIRED TOAccEPTEDAUTHORIZE THE EXECUTION OF THIS AGREEMENT ON BEHALF__OF THE CUSTOME~Nc~ E~Z E D C i~.~O M E i~ ~6j~M~T U~EHE FOLLOWING SIGNA?ORIES HAS BEEN TAKEN. ·
CA.O. F~NANC~AL SEaWCES, INC.
ACCEPTANCE CERTIFICATE
TERMS AND CONDITIONS
SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS. comlnued ·
PERSONAL GUARANTY
~nted Name: Signature: X (No il~e) Date:
CFS-1079 (0~J08) Initials:
wheerequ'mdbylaw*~Sw~eeanv~sandpw~nalpm~a~sle.adon~eEqu~ s~l re,mb~e ~S ~e~en. ~m~ pmpe~ a=as.~dbyCFSa~yCF~spr~l~ fee~t~ex~ed
~.id Payments and o~r a~ue and.yale u~r this ~ree~nl ~h CFS rel~i~ .e to ~ Eq~n ~) o e~ any a~
Canon Financial Services, Inc.
Addendum t° Agreement
for Application 602977
WHEREAS, Canon Financial Services, Ink ('CFS') and Town of Sonthold ('Customer') have determined
that it is for their mutual benefit to enter into this Addendum ("Addendum') to the Lease Agreement
(whether designated a I~ease, Rental Agresment. Master Lease, or otherwise) ("Agreement") for the lease
or rental of ca~ain equipment ('Equipment').
NOW, THEREFORE, for gcod and veiuabte consideration, intending to be legally bound, the parUes
hereto hemb,y, agree as follows:
It Is expmasly agreed by the parties that this Addendum is supplemental to the Agreement and that the
provisions thereof, unless spe~flcally modified herein, shall remein in full force and effect and shall apply
to this Addendum as tho,ugh 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 am changed as follows;
2. AGREEMENT PAYMENTS. Paragraph 2 is amended by deleting the 2nd sentence 'Once In each
twelve (12) month pednd following the flint ennlvema~y of this Agreement, the Service Provider whose
name and address is indicated herein has tbe right to Increase both 0) the Monthly Base Charge and (ri)
the Per Image Charge in an amount not to exceed fifteen percent (! 5%) of such charges where were In
atfoct Immediately prior to such palco Increase.'
10. INDEMNITY. Paragraph 10 Is ameeded by deie'dag the paragraph in its entirety and repleclng
with 'CF$ is not responsible for any losses or InJudns caused by the Installation, removal or use of the
Equipment excap~ those due to CF$' gross negligence. Customer agrees to reimburse CF$ for and
defend CF,~ against any claims for losses or InJultas 0nsludlag attorneys' fees and costs) caused by the
Equipment.'
17. LATE CHARGES; EXPENSES OF ENFORCEMENT. Paragraph 17 is amended by deleting
the paragraph in its entirety. Customer witi be late charge exempt.
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 puq~:~as. THIS ADDENDUM SHALL BE EFFECTIVE
VVHEN IT HA8 BEEN SIGNED BY CUSTOMER AND ACCEPTED BY CF$.
'canon
CANON BUSINESS SOLUTIONS
Service Provider Terms and Conditions
Canon Financial Services ('CFS") Coat Per Copy Agreement
l. TERM. Canon Business Sctutfons, Inc. ('CBS") shell provide
maintenance on the Equipment thcluded In the CFS Cost Per Copy
Agreement ("CFS Agreement') for the term of the CFS Agreement,
including any applicable renewal term, beginning on the date of
installation. Capitalized terms not defined herein shall have the
meaning set forth In the CFS AgreemanL
2. CHARGES. Base Charges aqd Per Image Charges, ncluding
Images in Excess of Covered Images, shall be invoiced In
accordance with the CFS Agreement.
(a) Toner inclusive San/Ice includes replenishment of Supplies
specified In the CFS Agreement end are for exblusive use with the
Equipment. If Cuatomer's usage of toner exceeds manufacturer
specifications for cenventionai coverage by more than 10%, CBS
may advise CFS to Invoice Customer directly for such excess toner.
Customer may purchase additional toner from CBS if required during
the term. Customer shall bear ell risk of loss, theft or damage fo
unused Supplies, which shall remain CBS' property end shall be
mfumed promptly upon termlnafion of this Agreement.
{b) If Customer has specified the Fleet Guaranteed Copy plan
in the CFS Agnv~ceof, the Base Charge end the Covered Images
shall apply to the fleet of Equipment, r~espectlve of the usage of
indh/idusl units of Equipment in the fleet.
(c) If Customer has elected to ullllze the ImageWARE Remote
feature of the Equ[pmont' Customer euthedzes CBS (a) to transmit
uss and service date accumulated by the Equipment over
Customer's networ~ by means of en H'FI'PS protocol and (b) to store,
analyze and use such data for purposes related to servicing the
Equipment and for predust improv~menL
(d) Customer agrees to provfde meter readings to CBS, if
apellssble, in accordance ~ the Meter Mdihod and/or Meter
Reading Frequency specified in the CFS Agreement and CBS'
normal procedures. If you selected CBS' eManage web~dte, you
shall complete CBS' rag~'aiton ixouess governing access to and
use of such waists. CBS may change Customer's Meter Method
and/or Meter Reading Frequency from time to Ifree upon 60 days
notice. If CBS does not receive timely meter readings from
Customer, Customer agrees to pay Invo[ces that reflect CBS'
e~mates of meter readings. CBS reserves the right to verify the
accuracy of any meter readings from time fo time, end to advise
CFS to make appmpdate adjustments to Customer's accoant an
Customer's next bwoice.
3. COVERED 8ERVlCE. CBS shall provide all rou'dne preventive
maintenance and emergency service necessary to keep the
Equipment in good working order In accordance with this Agreement
and CBS' semml practice. Such service shall be performed during
CBS' local raguler business hours (8:30 A.M. to 5:00 P.M. Monday
through Friday, except hol~'ays). -
(a) Customer sha# permit CBS full, free and safe access fo the
Equipment to perform an-site sea,ice. Customer acknowledges that
CBS may not be able to provkJe maintenanCe for Equipment outside
of CBS' esrvlcing tenitory, Parts or Equipment replaced or removed
by CBS in connectfon with maintenance sewices bemunder shall
become the property of CBS and Customer disclaims any interaat
therein.
('o) CBS shall make available to Customer from time to time
and at prevailing pdces, if any, such upgrades and bug fixes for the
'Software' (namely, the software licensed as per~ of the Equipment
and the Application Software specified In the CFS Agreement) as
are provided to CBS by suppllere of the Soifv, are and are required
{1) for compatibility, (il) to melntatn supportability or (a) for other
masons controlled by the Sot~ware suppliers. CBS shall also use
reasonable effmls to provide Level I support on the Solvers. Level I
support constste of providing help*line telephone assistance In
operallng the Software and Identifying sm,Ace problems, tedltiedng
contact between Customer and the supplier of the Software fo
rectify such problems and melntelntng a log of sesh IXoblerns to
assist in backing the same. Customer acknowledges that CBS can
only coordinate such support for the Software to the extent that the
Software supplier addresses and rectifies the problems. Customer
further acknowledges that it is Customer's responsibiltiy fo acquire
pacJcagss for support and maintenance ("Support Contracts') for
any Application Software and to complete the ragistretion or other
qualifications process applicable to such Support Contran~ If
Customer desires support for sen/ice problems beyond Level 1
support.
4. NON-COVERED SERVICE. The f~lowtng santas, and any
other work bey(md the scope of this Agreement, shall be invoiced in
accordance with CBS' then current labor, parts and supply sherges:
(a) replacement of any consumable supply item, including, without
limitallon, paper, toner, in~, waste sentalnem, dear tenet, fussr dil or
staples (except for toner inclusive service to the extent provided In
Subperagraph 2(a) abeve), other media, print hesda and puncher
dies; (b) repairs ceceesiteted by tectom other than normal use
Induding, without limitation, any willful act, nagilganse, abuse or
misuse of the Equipment; the use of parts, supplies or software which
ars n~ supplied by CBS and which cause abnormally frequent sendce
cells or sen, ice IXOblems; service perfon~ed by persenndi other than
CBS persennbl; transportsUon of the Equipment; accident; use of the
Equipment ~ non-compatible hardware or anflwam components;
electrical power malfoncdon or heating, cooling or humidity ambient
candlltons; (e) req,~t~toitan or relocation of Equipment; (d) repairs to
or realignment of Equipment, and related training, nesessiteted by
changes you made fo your system configuration or r,,atwork
environment; (e) repa~ or sendce required es a result of Inadequate
operedon of the Equil~ant (e.g.. CSS technidan is dispatched fo
re.fy a problem described In the oporefor manuai)~ (f) work wblch you
request to be performed outside of CBS' regular bu~ness hours; or (g)
repair of RJP er other netvmrldsystem connection pev~e, except when
flsted in the CFS AgreemenL
5. CUSTOMER SATISFACTION POUCY. Wtihin three years of
the original Instellagon of any newly installed Caren brand
equipment under this Agreement, CBS will, at Cust~mm's w~tttan.. ~_
request, rsplace such Equipment with a like unit provi~J~d (~, u s~-om er
is not in dafauit of the CFS Agreement and Customer gives CSS a
rsssonable opportunity to 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 December, 2008 CBS Customer Initials