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HomeMy WebLinkAboutCanon Financial Services - Copy machine for Town AttyRESOLUTION 2010-710 ADOPTED DOC ID: 6173 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2010-710 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON SEPTEMBER 7, 2010: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute an agreement with Canon Financial Services in connection with the lease of one (1) Canon IR 3245i copy machine for use by the Town Attorney at a monthly cost of $195.00 for a period of sixty (60) months from thc date of installation, all in accordance with the approval of thc Town Attorney. Elizabeth A. Neville Southoid Tgwn Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Louisa P. Evans, Justice SECONDER: Christopher Talbot, Councilman AYES: Ruland, Orlando, Talbot, Krupski Jr., Evans, Russell CANON BUSINESS SOLUTIONS Canon Business Solutions, Inc. ("CBS') 4 Ohio Drive, Lake Success, NY 11042 ,613-2228 ;ustomer Account: Salesperson Company: The Town of Southold ~,ddress: PO Box 2279 3lb/: Southold County: Suffolk ~tate: NY Zip: 11971 Phone#: 631-765-1891 3ontact: Fax#: -'mail Address: ACQUISITION AGREEMENT LEASE OR PURCHASE # 940t9'1 O~der Date: Company: The Town of Southold (Legal Departmentt Address: Town Hall Annex Bldg, 54375 Route 25 City: ' Soulhold County: Suffolk ~tel~: NY Zip: 11971 Phone #: 631-765-1939 Contact: Lynne Krauza Fax~: Email Address: [] You agree to lease the items listed below or in any addendum(s) to this Agreement from the Leasing Company idenfifled below, at the fixed periodic lease payments indicated below or in any addendum(s) to INs Agreement and for the fixed term specified in Ihe lease agreement between you and the Leasing Company. Delivery to you of the items specified is con~ngent on you signing a lease agreement with the Leasing Company, [] Canon Financial Services [] Other (Name of Leasing Company): [] You agree to pumhase the items listed below or in any addendum to this Agreement, for the purchase pdce specified. The "bill to" for the terms listed is the Leasing Company or the Customer, depending on which box is checked above. PLEASE PRINT 25349004 9669A003 [MAGERUNNER 32451 1261V589 ~LTRASLIM KEYBOARD 1187V793 9563A001 0287V675 1023V285 ---copy Keyboard Bracket 31GITAL QC 120/15 N~ORK POWER FILTER 3LACK & WHITE LOW VOLUME INSTALL PAK (IR 30 - 45 ppmI Payment Tar~l$; [] Check With Om~r Check # [] Net 30 ] Lease [] c~ri c~rd: visa [] Mastercard [] American Express [] Ex~aSen De~ Phone Special Delivery/Installation InstrucUon Other Reaulrement~; [] P.O. Requh'ed / P.O. # (Att~ CerdSoa~) Sub,ma Delivery/Instal ADDITIONAL TERMS AND CONDITIONS These am the additional terms and conditions mi"erred to on the face page to which they am attached. Such face page and addendum(s), collectively with there terms and conditions, the ",~greement." 1. LEASE OR PURCHASE PRICE AND PAYMENT. You agree to lease or purchase the units of equipment and supplies (the "Equipment") and licenses of application software with third party support contracts (the #Lisled Software" and, together with the Equipment, the 'Listed Items'), in each case as indicated on the face page hereof or in any addendum(s) hereto. (~lf you have elected to purchase the Listed Items, the total purchase price specif~e~,la.lj[L~greement, including sales taxes and delivery/i~Aatfl~on charges, is due and~'"a~ accordance with the~rms of this Agreemen~~aetual and reasonable costs and expenses of collection~jJ)~a,~'rel]'~-.C~,c~,~...including the maximum attorney's fees permitted b~d (ii) CBS may chaT~j,eu~nd you agree to pay, a late cha~o the higher of five pemeet (5%) of theft due or $10 a ~.J,..m"a~'-~ot to exceed the maiomum'""am~nt (b) If you have elected to lease the Listed Items, CBS shall sell the Listed Items to the Leasing Company subject in all respects to the warranty limitations and disclaimers and limitations of liability in this Agreement. You shatl enter into a lease agreement with the Leasing Company providing, in addition 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/ioatallation charges, if sepamtaly itemized in this Agreement, 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 Agreement. (c) In addition to the amounts shown in this Agmemect, you shall pay CBS' rates for any ~pecial rigging for delivery and installation when CBS notifies you of in advafi~e, subject to your approval. ed) CBS reserVes the right to withhold shipmeet of the Listed Items ti) until you make full payment of the total pdce specified in this Agreement or to revoke any credit extended to you pecause of your failure to pay any amounts when due or for any other mason alfectiog your creditwodhiness, or (ii) until you enter into a lease agreement with the Leasing Company and the Leasing Company commits to full payment of the pumhase price agreed to between CBS and the Leasing Company. In the event that, at any time prior to shipment, CBS discovem any mistake in pricing or Equipment con~guration with respect fo any Listed item(s), CBS reserves the right to notify you of the mistake in writing, and such notification will constitute the non-acceptance of this Agreement by it with respect to such List~:l 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 normat use and maintenarme conditions all such Equipment will be free from de[ecta in matedal and workmanship. Warranty claims must be made in writing by you to CBS no later than five (5) business days after the expiration of the warranty pedod. ia~eeelie~. This warranty does not extend 'to, and you shall pay, CBS' labor, parts and supply charges for (a) repairs resulting from service visits required as dispatched to rectify a problem described in the operator manual), (b) mpaim necessitated by factors other than nermat use including, without limitation, ti) any willful act, negligence, abuse or misuse of the relevant Equipment, (ii) the use of parts, supplies or aoftware not supplied by CBS and which cause by personnel other than CBS service technicians, (iv) tmnspertation of the Equipment, tv) accident or casualty, and (vi) electrical power malfunction or 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 TO YOU WITHOUT RECOURSE ANY END USER WARRANTIES MADE BY THE MANUFACTURER OF THE LISTED SOFT~VARE 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 SO--ARE 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 OF THE LISTED 3. DATA. You acknowledge that the hard drive on/he Equipment may retair images, content or other data during normal operation of the Equipmenl ('Data") and that exposure or access to the Data by CBS, if any, is puml) incidental to the services pedormed by CBS. Neither CBS nor any of theil affiliates has an obligation to erase or ovem~rita Data upon Your return of the Equipment to CBS or any leasing company. You am solely responsible for: ti', your compliance with applicable law and legal requirements pertaining to data privacy, security, retention and protection; and (ii) all decisions related tc erasing or overwriting Data. Without limiting the foregoing, You should, prior [c return or other disposition of the Equipment, utilize the Hard Disk Drive (HDD~ (or comparable) formatting function (which may be referred to as "Initialized Al Data/Settings~ function) found on the Equipment to perform a one pass oven~'ite of Data or, if you have higher security requirements, You ma~, purchase from CBS at current rates an available option for the Equipment. which may include (a) an HDD Deta Encryption Kit option which disguise.. information hefom it is written to the hard drive using encryption algorithms, a HDD Data Erase Kit that can perform up to a 3-pass oven~rite of Data or a replacement hard ddve (in which case You should pmpedy destroy the replaced hard drive). 4. SECURITY. As security for the payment of all amounts due to CBS, yoc hereby grant to CBS a security interest in the Listed Items. To the extanl permitted by applicable law, you hereby authorize CBS to file with the appropriate govemmentat authorities any and all financing statements necessary to evidence or perfect CBS' security interest in the Listed items, 5. WARRANTY OF BUSINESS PURPOSE. You represent and warrant thai that the Equipment will not be used for personal, family or household purposes. 6. LIMITATION OF UABILITY. CBS SHALL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE UNLESS CAUSED BY CBS NEGLIGENCE OR WILLFUL MISCONDUCT. 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. ?. 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 COUR'[ LOCATED WITHIN THE CITY OF NEW YORK UPON SERVICE OF PROCESS MADE IN ACCORDANCE WITH THE APPLICABLE STATUTE~ 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 LOCATEr` WITHIN THE CITY OF NEW YORK. YOU HEREBY WAIVE OBJECTIONS A~ 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 (1~ YEAR OF THE DATE THAT THE CLAIM ACCRUES. THE PARTIE~ IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BE[WEEN THEM. 8. GENERAL. This Agmemeet shall be binding on you upon your signature and on CBS upon the delivery of any of the Listed Items. All provisions of this Agleement inclndiog Section 3, which by their nature can he construed fo suwive the expiration or termination of the Agreement shall so survive. This Agreement, together with any related CBS credit application, constitutes the entire agreement between the parties with respect to the furnishing of the Lisrec Items, superseding all previous proposals, oral or written. No lease agreemenl entered into between you and the Leasing Company with respect to any Lister Items shall be binding on CBS in any respect or affect your dghts or CBS obligations hereunder. Any purchase order utilized by you shall be for yom administrative cenvenlenca only, and any terms therein which conflict with. vary from or supplement the provisions of this Agreement shall be deemed nul and void. No representation or statement not contained on the odginal of this Agreement shall be binding upon CBS as a warranty or othen~ise, nor shal this Agreement be modified or amended except by a writing signed by you eec an olficer of CBS. You may not assign this Agreement without the pdor writter consent of CBS and any attempted assignment without such consent shall be null and void. You expressly disclaim having relied upon any representation o* statement conceming the capability, condition, operation, performance o~ specifications of the Listed Items except to the extent set forth on the original cl this Agreement. 9. ELECTRONIC ACCEPTANCE. You agree that CBS may accept an electrpeic knage of this Agreement as an original, and that electronic copies of your signature will be treated as an original for all purposes. 0~ Customer InttJals Date(~L ADDITIONAL TERMS AND CONDITIONS These are the additional terms and conditions referred to on the face page to which they are attached. Such face page and addendum(s), collectively with these terms and conditions, the 'Agreement,' 1. LEASE OR PURCHASE PRICE AND PAYMENT. You agree to lease or purchase the units of equilTment and supplies (the 'Equipment') and licenses of application software with third party support con,'acts (the 'Listed Software* and. together with the Equipment. the 'Listed Items'), in each case as indicated on the face page hereof or in any addendum(s) hereto. If you have elected to purchase the Listed Items, the total pu price l ent, laciudlag ,ales taxes charges, is due a in accordance with the terms of this Agreement. If payments are ' u shell · acfual and reasonable costs and expenses of c~lection i S. including the maximum attorney's fees permitted b and you agree to pay, a !ate charg due or (b) If you have elected to lease the Listed Items. CBS shait seit the Listed Items to the Leasing Company subject in all respects to the warranty limitations and disclaimers and limitations of liability in this Agreement. You shall enter into a lease agreement with the Leasing Cor~pany providing, in addition to such terms and conditions as the Leasing Company shall require, for fixed periodic lease payorents indicated herein over a fixed lease term as specified in the lease agreement. D~livery/installaddn charges, if separately itemized in this Agreement, are due and payable in accordance with the payment lenns of this Agreernant. You are responsible for payment of sales or use taxes on monthly rentals if applicable, even if not spac~ed in this Agreement. (c) In addition to the amounts shown in this Agreement, you shall pay CBS' rates for any special rigging for delivery and installation when CBS notifies you of in advance, subject to your approval. (d) CBS reserves the right to withhold shipment of the Listed Iten~ (i) until you make full payment of the total price sppcir~:l in this Agreement or to revoke any credit extended to you because of your failure to pay any amounts when due or for any other reason affecting your creditworthiness, or (ii) unbl you enter into a lease agreement with the Leasing Company and the Leasing Company commits to full payment of the purchase pdce agreed to between CBS and the Leasing Company. In the event that. at any time prior to shipment. CBS discovers any mistake in pricing or Equipment configura0on with respect to any Listed Item(s), CBS reserves the right to notify you of the mistake in writing, and such notiBcation will constitute the non-acceptance of this Agreement by it with respect to such Listed Items without liability. 2. LIMITED WARRANTY. For ninety (90) days alter the date of the original delivery of Canon brand Equipment, CBS warrants that under non~a~ use and maintenance conditions all such Equipment will be f~e from defects in material and workmanship. Warranty ciaims must be made in writing by you to CBS no late~ than five (5) busineas days atter the expiration of the warranty pedod. CBS' obligations under this warranty are limited solely to repair or replacement (at CBS' sola option) of such parts as are proven to be defective upon CBS' inspectiea. This warranty does not extend to, and you shell pay, CBS' labor, parts and supply charges for (a) repairs resulting from service vis[ts required as a result of inadequate operation of the Listed Items (e.g.. CBS technician is dispetched to rectify a problem desc;ibed in the operator manual), (b) repairs necessitated by factors other than ;1on.al use including, without llmitstion, (l) any wiliful act, negligence, abuse or misuse of the relevant Equip~nent, (ii) the use of parts, supplies or software not supplied by CBS and which cause abnom3ally frequent service caits or service problems, (iii) service performed by personnel other than CBS service technio~ns, (iv) transportation of the Equipment, (v) accident or casualty, and (vi) electrical pow~ maifunction or heating, cooling or humidity and ambient co~3ditlans, or (c) re-instsllation 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 TO YOU WITHOUT RECOURSE ANY END USER WARRANTIES MADE BY THE MANUFACTURER OF TIlE LISTED SOF'r~NARE 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 FOR~-I 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 OF THE LISTED ITEMS SLS-0O4 July 2010 CBS 3. DATA. You acto'~wledge that the hard dhve on the Equipment may retain images, content or other data during normal operation of the Equipment (*Date') and that exposure or access to the Data by CBS, if any, is purely incidental to the services perfonlled by CBS. Neither CBS nor any of their affiliates hes an obligation to erase or overwrite Data upon Your refum of the Equipment to CBS or any leasing company. You are solely responsible for: (l) your compliance with applicable law and legal requirements pertaining to data privacy, security, retention and Ixotschon; and (ii) all decisions related to erasing or oven~iting Data. Without limiting the foregoing. You should, prior to refum or other disposition of the Equipment, utilze the Hard Disk Ddve (HDD) (or compprable) formatting function (which may he refened to as 'Initialized All Data/Settinga' function) found on the Equipment to perform a one pass ove~vrife of Date or, if you have higher security requirements. You may purchase from CBS at current rates an available option for the Equipment. which may inciude (a) an HDD Data Encryption Kit option which disguises information before it ia va'itten to the hard ddve using encryption aigodthms. (b} a HDD Data Erase Kit that can perform up to a 3-pass overwrite of Data or (c) a replacement hard drive (in which case YOU should property destroy the replaced hard ddve). 4. SECURITY. As security for the payment of all amounts due to CBS. you hereby grant fo CBS a security interest in the Liated Items. TO the extent permitted by applicable law, you hereby authorize CBS to file with the approphats govetnmentai authorities any and all financing statements necessary to evidence or perfect CBS' security interest in the Listed Items, 5. WARRANTY OF BUSINESS PURPOSE. You represent and warrant that that the Equipment will not be used for herso~lat, family or household purposes. 6. LIMITATION OF LIABILITY. CBS SHALL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE UNLESS CAUSED BY CBS' NEGLIGENCE OR WILLFUL MISCONDUCT. 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, 7. 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 SE 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 (1) YEAR OF THE DATE THAT TIlE CLAIM ACCRUES. THE PARTIES IRREVOCASLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN THEM. 8. GENERAL. This Agreement shall be bindiog on you upon your signature and on CBS upon the dellver~ of any of the Listed Items. All provisions of this Page 2 Customer Initials ~ Date ~ CANON BUSINESS SOLUTIONS Canon Business Solutions, Ir!c. ("CBS") 4 Ohio Ddve, Lake Success, NY 11042 (800) 613-2228 ACQUISITION AGREEMENT ADDENDUM Related Acquisition Agreement Number. 940191 , Customer: Town of Southold Slreel Address: [ City: State: Zip: 57375 Route 25 J Southold NY 11971 Equiprneet Description: (1) iR3245i 60 Months WHEREAS, Canon Business Solutions, Inc. ("CBS"), and the above-dascdbed Customer ("You") have determined that it Is in their mutual benefit to enter into this Acquisition Agreement Addendum ("Addendum') to the above-described Acquisilion Agreement ('Agreement"). All capitalized terms used below that am not defined in this Addendum shall have the meanings set fodh in the Agreement. NOW, THEREFORE, for good and valuable consideration, intending to be legally bound, the parties hereby agree as follows: Anything in the Agreemenl 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. Section l(a): Delete entire section 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 lull fome and effect and shall apply to this Addendum as though they were expressly set forth herein. 3. In the event et any eenfiict or inconsistency between the previsions el this Addendum and any previsions of the Agreement, the provisions el this Addendum shall in all respects govern and control. IN WITNESS WHEREOF, the parties have caused this Addendum to be executed o,~ date set forth below. Canon Bu,,,... Solution., Inc. Town of So~ut~/~., By: By: Title: Title: Acquisilion Agreemenl Addendum July 2010 CBS Call oll OOBT PER COPY CanOn NON-CANCELABLE RENTAL AGREEMENT Canon Financial Services, Inc. ("CFS") CANON BUSINESS SOLUTIONS CF04070 (07110) 14904 Collections Center Dr. NT I ch, 9o.,,,,no,.60.3 (000) 2204)200 www.cfs.canon.com ~AMETownCOMPANY LEGAL NAME)of Southo d DBA ("Customer") PHONE IILLING ADDRESS CITY COUNTY STATE ZIP 53095 main Road Southold Suffolk NY 1 1971 ~QUIPMENT ADDRESS CITY COUNTY STATE ZiP Town Hall Annex Bldg, 54375 Route 25 Southold Suffolk NY 11971 ~non IR3245i 5.000 d/A $,0122 N/A ~195,00 ~ Semite including drums and toner ~ Monthly $0 CANON BUSINESS SOLUTIONS Title: Taxl~: ~ Ifpropdel~.O~: Gale: ~ Canon Financial Services, Inc. Addendum to Agreement for Application 665889 WHEREAS, Canon Financial Sewicas, 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 (whelher 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 end 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 paregreph(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 whcee name and address is indicated herein has the right to increase both (i) the Monthly 8aea Charge and (ii) the Per Image Charge in an amount not to exceed fifteen percent (15%) of such charges where were in effect immediately prior to such pdce 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 to 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 EquipmenL" 17. LATE CHARGES; EXPENSES OF ENFORCEMENT. Paragraph 17 Is amended by deleting the paregreph in its entirety. Customer will 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 en original for all purposes. THIS ADDENDUM SHALL BE EFFECTIVE WHEN IT HAS SEEN SIGNED BY CUSTOMER AND ACCEPTED BY CFS. CANON FINANCIAL ~--rx4'lCES, INC. TOWN OF Tale: By: TI#e: CANON BUSINESS SOLUTIONS Canon Business Solutions, inc. ("CBS") 4 Ohio Drive, Lake Success, NY 11042 (800) 613-2228 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 Ihe lerm of the CFS Agreement, including any applicable renewal term, beginning on Ihe date of instaflation. Capitalized terms not defined herein shall have the meaning set forth in the CFS Agreement. 2. CHARGES. Base Charges and Per Image Charges, including Images in Excess ct Covered Images, shall 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. I[ Cuslomer's usage of toner exceeds manufacturer specifications for conventional coverage by more than 10%. CBS may advise CFS to invoice Cuslomer directly for such excess toner. Customer may purchase additional toner trem CBS if required during the term. Customer shall bear all risk of loss, theft or damage to unused Supplies, which shall remain CBS' properly and shall be returned promptly upon termination of this Agreement. (b) If Customer has specified the Fleel Guaranteed Copy plan in the CFS Agreement, the Base Charge and the Covered Images shall apply to the fleet of Equipment, irrespective of the usage of individual units of Equipment in the fleet. (c) Unless otherwise indicated on the CFS Agreement, Customer authorizes CBS to use the imageWARE Remote feature of the Equipment to receive software updates and transmit use and service data accumulatad by the Equipment over Customer's network by means of an H~FPS protocol and to store, analyze and use such data for purposes related to servicing the Equipment and product improvement, You acknowledge that the charges set forth on the CFS Agreement for all models using imageWARE remote are contingent on the continued use of imageWARE Remote during the term, If you at any time disconnect, disable or deny access to this feature, CFS may increase the monthly base charge for such items as follows; 5% x (covered images x per image charge in excess of covered images). In addition, the per image charge in excess of covered images shall be increased by 5%. The monthly base charge and the per image charge in excess of covered images will be increased for any subsequent billing period in which this feature remains non*operational. (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 websfle, you shall complete CBS' registration 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 Ihat reflect CBS' estimates of meter readings. CBS reserves the right to verify the accuracy of any meter readings from time to time, and to advise CFS to make appropriate adjustments to Custome.'*s account on Customer's next invoice. 3. COVERED SERVICE. CBS shall provide all routine preventive maintenance and emergency service necessary to keep the Equipment in good working order in accordance with this 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 through Fdday, except holidays). (a) Customer shaft afford CBS reasonable access to the Equipment to perform on-site service. Customer acknowledges that CBS may not be able to provide maintenance for Equipment outside of CBS' servicing territory. Parts or Equipment replaced or removed by CBS in connection with maintenance se~'ices hereunder shall 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 pdces if any, upgrades and bug fixes for the "Software" {including, the software licensed as part o[ the Equipment and Ihe SEn-CPC 023 July 2010 CBS application software programs specified in the CFS Agreement) as are provided to CBS by/he suppliers of/he Software. CBS shall also use reasonable efforts to provide Level I support on Ihe Software. Level I support consists of providing help-line telephone assistance in operating Ihe Software and identifying service problems, facilitating contact between Customer and the supplier of the Software to rectify such problems and maintaining a Icg ct such problems to assist in tracking the same. Customer acknowledges that CBS ts not the developer ct any of Ihe Sogware and other than the foregoing, CBS support for the Software is not provided under this Agreement, Support from the Software developers may be included within the price for the license of application software programs or may be available under separately priced support contracts, and in either case such support will be provided from the Software developers subject to the terms and conditions for support service. 4. NON-COVERED SERVICE. The following services, and any fiber work beyond Ihe scope of this Agreement, shall be invoiced in accordance wflh CBS' then current labor, parts and supply charges: (a) replacement of any consumable supply item, including, without limitation, paper, toner, ink. waste containers, [user oil or staples {except for toner inclusive service to Ihe extent provided in Subparagraph 2(a) above), other media, print heads and puncher dies; (b) repairs necessitated by rectors other than normal use including, without limitation, any willful act, negligence, abuse or misuse of the Equipment; the use of parts, supplies 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; accident; use of the Equipment with non-compatible hardware or software components; electrical power malfunction or heating, cooling or humidity ambient conditions; (c) de-installation, re-installation or relocation of Equipmenl {other than by CBS); (d) repairs to or realignment of Equipment, and related training, necessitated by changes you made to your system configuration or network environment; (e) work which you request to be performed outside of CBS' regular business hours; or (f) any network/syslem connection device, except when listed in/he CFS Agreemenl. 5. DATA. Customer acknowledges that the hard drive on the Equipment may retain images, content or other data during normal operalion of/he Equipment {"Data") and Ihat exposure or access to the Data by CBS, if any, is purely incidental to the services performed by CBS. Neither CBS nor any of their affiliates has an obligation to erase or overwrite Data upon CustomeFs return of the Equipment to CBS or any leasing company, Customer is solely responsible for: ti) Customer comp[iance with applicable law and legal requiremenls pertaining to data privacy, security, retention and protection; and (ii) all decisions related ~o erasing or overwriting Data. Without limiting the foregoing, Customer should, prior If return or other disposition of the Equipment, utilize the Hard Disk Drive (HDD) (or comparable) formaging function {which may be referred to as "Initialized All Data/Settings" funclion) found on the Equipment to perform a one pass overwrite of Data or, if Customer has higher security requirements, Customer may purchase from CBS at current rates an available option for Ihe Equipment, which may include (a) an HDD Data Encryplion Kit option which disguises information before it is written to the hard drive using encryption algorithms, (b) a HDD Data Erase Kit that can perform up to a 3-pass overwrite of Data or (c) a replacement hard drive (in which case Customer should propedy destroy the replaced hard ddve). 6. CUSTOMER SATISFACTION POLICY. CBS will, at Customer written request, replace any new Canon brand Equipment installed under this Agreement with a like unit if CBS has deten~ined, after a reasonable opportunity to cure, that the Equipment is not repairable to Ihe expected standard of performance. This policy shall apply for 3 yearn from the date of installation or for the initial term of any CFS Lease, if longer, provided Customer is not in default of this Agreement and such maintenance se~,ices have not been canceled or terminated. CUSTOMER AGREES THAT NOTHING iN THIS SECTION WILL ENTITLE CUSTOMER TO TERMINATE THE CFS AGREEMENT. -- Customer Initials ~ate~ Canon Financial Services, Inc. ("cFs") 14904 Collections Center Dr, Chicago, Illinois 60693 Municipal Fiscal Funding Addendum Agreement ~Number: Agreement GOVERNMENTAL ENTITY Complete Legal Name Town of Southold ("Customer") THIS ADDENDUM WILL BE OF NO FORCE OR EFFECT IF THE CUSTOMER IS NOT A 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 good 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, Inc. By Title Date ACCEPTED Customer Printed Nage Title CFS-2020 (02/08) F R 0 M ]~:{I..11:;'.1...:1:1~1'[~1 I',D O~iK):I.6 0 ,fi~]JTI..I[LO NY :I.].<?7:L LYNN I(l:~'-'-~JZ~ 6:5:1.765:1.9;3'.? · CUSTOMER INSTRUCTIONS INFO'NOT SHIPPER INSTRUCTIONS and location o'f acc:~p'L~,.d ~, hanql up D IN WRITING, LIABILITY IS LIUrrED TO A UAXIMUM OF $.80 PER POUND PER ARTICLE. CANON BUSINESS SOLUTIONS / A01 Burlingt~)n Dock ' [ / ../ 181:7 ROUTE 130 \/ ! ~ / BURLINGTON~ NJ.08016 '.. Bill To: 1002805 CANON FINANCIAL SERVICES-OM ONLY 158 GAITHER DR STE 200 PO BOX 5008 MOUNT LAUREL. NJ 08054 Packing List L_.~ [ ~ '~ ~'J ~ Page: I of 1 ~.~ Print Date ' September 29, 2010 21:44 Scheduled ShipDate September 29. 2010 ~ Ship To: 1047792 SOUTHOLD. TOWN OF 54375 ROUTE 25 TOWN HALL ANNEX BLDG SOUTHOLD. NY 11971-4646 Order# Customer P,O. Entered By Sold 8y Shi Vi Warehouse Delivery Number 10194910Sates 685989/144141 D02747 TARDO. CRAIG V o~Truck A01 2185223 Order Line Item # Lot # Description Serial # Qty Qty B/O Sub Inv Location 1.1 25349004 AA IMAGERUNNER 32451 DHK10854 1 1 0 STAGE 2.1 9669A003 AA CABINET-P1 1 1 0 STAGE 3.1 1261V599 SHICHERRY SLIM KEYBOARD 1 1 0 STAGE G84-4100LCMUS-0 4 1 1187V793 ECOPY KEYBOARD BRACKET 1 0 1 FOR IR3025~0/35/45 & IR3530/3830/2230 5.1 9563A001 AA FINISHER-S1 EPW77897 1 1 0 STAGE 61 0287V675 D5131NT ESP LINE 1 1 0 STAGE CONDITIONER ESP LINE CONDITIONER 120/15 7.1 1023V285 BLACK & WHITE LOW VOLUME 1 1 0 STAGE' INSTALL PAK (IR2830,1R3530,IR2870,1R3570,1R 4570,1RC3170) 81 9634A003 AA GPR-16 TONER 1 1 0 STAGE 9.1 9634A003 AA GPR-16 TONER 1 1 0 STAGE Picker Checker Total Pieces LYNN KRAUZA @631-765-1939 DELIVERY DATE 9'27'10 Name Signature Date Customer Acceptance I acknowledge that I have received all items listed above ~n good condition. Customer signalure required for all equipment deliveries X Printed Name CustomerSignature Date CUSTOMER COPY