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HomeMy WebLinkAboutCanon Business Solutions - HRC copy machineRESOLUTION 2010-711 ADOPTED DOC ID: 6177 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2010-711 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON SEPTEMBER 7, 2010: RESOL. VED that the Town Board of the Town of Southold hereby authorizes and directs .Supervisor Scott A. Russell to execute the Acquisition A~reement Lease or Purchas, r ~eeas~c eoe?ot~h_ety, o~wn of S._o.~t_h_otd and Canon Business Solutions, Ine:, in connection with the sune ~) t~anon 11<.-3225 copy machine for use by the Human Resource Center at a monthly cost of $185.00 for a period of forty-eight (48) months from the date of installation, subject to the approval of the Town Attorney. · Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Christopher Talbot, Councilman SECONDER: William Ruland, Councilman AYES: Ruland, Orlando, Talbot, Kmpski Jr., Evans, Russell , CANON BUSINESS SOLUTIONS Canon Business Solutions, Inc. ("CBS") 4 Ohio Drive, Lake Success, NY 11042 (800) 613-2228 ACQUISITION AGREEMENT LEASE OR PURCHASE #,,, q Salesperson CRAIG TARDO Order Date: 8/1' :ompany: The Town of Southold PO Box 1179 ~,ddress: City: Sou/hold County: Suffolk State: NY Zip: 11971 Phone#: 64%765-1891 Contact: Fax#: Email Address: 3ompany: Address~'~,a~,~ Pacific Street City: Mattituck ~i, The Town of Southold (Senior Services) State: NY Contact: .,.,,~m~,~"~r en~cl~ a u ghlin Email 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) 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 lease agreement with the Leasing Company, [] Canon FinBocial Services [] Other (Name of Leasing Company): [] You agree to purchase the items listed below or in any addendum to this Agreement, for the purchase price specified. The "b to" for the terms listed is the Leasing Company or the Customer, depending on which box is checked above. PLEASE PRINT 2537B003 2538B002 2912B002 9563A001 0287V675 1023V284 MAGERUNNER 3225 3ADF-U1 L SEND & PCL PRINT PACKAGE-D1 DIGITAL QC 120/15 NETVVORK POWER FILTER BLACK & WHITE LOW VOLUME INSTALL PAK (IR 20- 25 ppm} $185 Per Month 48 Month Lease [] Check With Order ] Net 30 ] Lease ] Other [] Credit Card: Visa [] CC # Name on Credit Card Ship Via: Hours of Operation Number ct Steps ~levator Yes[] NO [] Check # Other ReQuiremerlts: [] P.O. Required I ]Tax Exempt (Attach Certificate) r-]customer Declines American Express [] Maintenance Agreement t mar D IIv Instru lo : Name Phone Special Delivery/Installation Instruction Supplemental Addendurr $ Earliest Dale for Delivery: Customer lit Informatloq; Yes'] No [] -- Email , BY YOUR SIGNATURE BELOW, YOU AGREE TO LEASE RCHASE, AS SPECIFIED ABOVE. THE TEMS LISTED ABOVE OR IN ANY ADDENDUM(S) TO THIS AGREEMENT. YOU ~ECKNOWLEDGE RECEIPT OF A COPY OF THIS AGR T CONSISTING OF TWO PAGES INCLUDING TH S FACE PAGE THE ADDITIONAL TERMS AND CONDITIONS REOF AND IN ANY ADDENDUM(S) HERETO AR~S*~R~p~'F~ TED AND PART OF T IS G EMENT. ' ON PAGE 2 - . THe ~ ~r r ~ ~ Date ~[/~[/0 SLS-004 July 2010 CBS ', ~ , ADDITIONAL TERMS AND CONDITIONS These are the additional terms and condilions referred to on Ihe 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 equipment and supplies (the "Equipment") and licenses of application so~vare with third party support contracts (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. f ou have elected to purchase the L s ed Items, the roi P r i~eCetr~.de n ,, including sales ;~ex(]e;~ pay, a late r lb) If you have elected to lease the Listed Items, CBS shall sell the Listed ttems to the Leasing Company subject in all respects to the warranty limitafiees and disclaimers and limitations of liability in this Agreement. You shall 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 tease payments indicated herein over a fixed lease term as specified in the lease agreement. Delivery/installation charges, if separately 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 Agmement. lc) tn 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 Items ti) until you make foil payment of the total price specified 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} until you enter into 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 event that, at any time prior to shipment, CBS discovers any mistake n prcng or Equipmen configuration w h respect to any Lis ed tern(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 Listed Items without liability. 2. LtMITED WARRANTY. For ninety (90) days a~ter the date of the original delivery of Canon brand Equipment, CBS warrants that under normal use and maintenance conditions all such Equipment wiil be frae from defects in material and workmanship. Warranty claims must be made in writing by you to CBS no later than five (5) business days a~ter the expiration of the warranty period. CBS' obiigatiees under this warranty are limited solely to repair or replacement (at CBS' sole option) of such pads as are proven to be defective upon CBS' inspection. This warranty does not extend to, and you shall pay, CBS' labor, parts and supply charges for la) repairs resulting from service visits required as a result of inadequate operation of the Listed Items (e.g., CBS technician is dispatched to rectify a problem described in the operator manual), lb) repairs necessitated by factors other than normal use including, without limitation, ti) any willful act, negligence, abuse or misuse of the relevant Equipment, (ii) the use of parts, supplies or settware 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) transportation of the Equipment, tv) accident or casualty, and (vi) electrical power malfunction or heating, cooling or humidity and ambient conditions, or lc) 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 TO YOU WITHOUT RECOURSE ANY END USER WARRANTIES MADE BY THE MANUFACTURER OF THE LISTED SOF3~/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 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 ANn FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE LISTED 3. DATA. You acknowledge that the hard drive on the Equipment may relair images, content or other data during normal operation of the Equipmenl ("Data") and that exposure or access to Ihe Data by CBS, if any. is purel) incidental to the services performed by CBS. Neither CBS nor any of Ihei~ affiliates has an obligation to erase or overwrile Data upon Your return of thc Equipment to CBS or any leasing company. You are solely responsible for: your compliance with applicable law and legal requirements pertaining to date privacy, security, retention and protection; and (ii) all decisions related tc erasing or ove~vriting Data Without limiting the foregoing, You should, prior tc return or other disposition of the Equipment, ufilize the Hard Disk Drive (or comparable) formatting function (which may be referred to as "Initialized Al Data/Settings" function) found on the Equipment to perform a one pass overwrite 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 la) an HOD Data Encrypfion Kit option which disguises information before it is written to the hard drive using encryptise algorithms, (b~ a HOD Data Erase Kit that can perform up to a 3 pass overwrite of Data or a replacement hard drive (in which case You should properly destroy replaced hard drive). 4. SECURITY. As security for the payment of all amounts due to CBS, yo[. hereby grant to CBS a security interest in the Listed Items. To the extenl permitted by applicable law, you hereby authorize CBS to file with Ihs appropriate governmental 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 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 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 COUR3' 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 LOCATEE WITHIN THE CITY OF NEVV YORK. YOU HEREBY WAIVE OBJECTIONS A~c 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 SUI3' BETWEEN THEM. 8. GENERAL. This Agreement shall be binding on you upon your signatur~ and on CBS upon the delivery of any of the Listed Items. All provisions of thi.~ Agreement including Section 3, which by their nature can be construed to survive the expiration or termination of the Agreement shall so survive. This Agreement together with any related CBS credit application, constitutes the entir~ agreement between the parties with respect to the furnishing of the Listen Items, superseding all previous proposals, oral or written. No lease agreemenl entered into between you and the Leasing Company with respect to any Liste0 Items shall be binding on CBS in any respect or affect your rights or CBS obligations hereunder. Any purchase order utilized by you shall be for your administrative convenience only, and any terms therein which conffict with. vary from or supplement the provisions of this Agreement shall be deemed nul and void. No representation or statement not contained on the original of this Agreement shall be binding upon CBS as a warranty or otherwise, nor shal this Agreement be modified or amended except by a writing signed by you ano an officer of CBS. You may not assign this Agreement without the prior written consent of CBS and any attempted assignment without such consent shall be null and void. You expressty disclaim bev ng relied upon any representation o~ statement concerning the ~apability, condition, operation, performance o~ specifications of the Listed Items except to the extent set forth on the original ut this Agreement. 9; ELECTRONIC ACC,EPT, ANCE..You agree that CBS may accept an electreei(~'image of thi~ Agreement as an original, and that electronic copies of ITEMS. SLS-O04 July 2010 CBS your signature wifi be troated as an original for all p,~ Page 2 Customer Initials ~ Date CANON BUSINESS SOLUTIONS Canon Business Solutions, Inc. ("CBS") 4 Ohio Drive, Lake Su~ess, NY 11042 (800) 613-2228 {~t~i~r~J~'l!)~~: : ~' Customer.Ax:count: Company: The Town of Southold Address: 750 Pacific Street City: Mattituck State: NY I Zip: 11952 Emag: Phone #: 631-298-4460 County: Suffolk pg ay* to be paid upon daiive~y and acceptance of the Equipment listed on the Agreement, select one of the following: [] NotApplicable [] You will retom the equipment fo the leasing company according to the terms and conditions Ct your lease agreement. [] CBS will tatum the equipment to Ihe leasing company per Section 2 below. [] You will retain the equipment, if so, will the equipment tamale under a CBS MatntonenceAgreemenr;' Yes [] No[] [] CBS will plek up the equipment for Trebe la. ] Trade-In ] Return Equipment to selected Leasing Company [] Canon Financial Services [] CIT ] Return Equipment to CBS. OdsinalOrde~Dale ~ Other return opUon Payable to: LEASE UPGRADE, TRADE-IN, RETURN OR BUY-OUT REIMBURSEMENT ADDENDUM TO ACQUISITION AGREEMENT # g40t37 (the "AGREEMENT") to be paid under the cimumstances described in Section 1 below. [] You [] Canon Financial Services, Inc. List the leasing company and lease number associated with any lease upgrade or buy-out. _ CIT 910q3043810-000 Pick-Up Infom~atlon: ] Same Date as Degvery of Listed Items specified on the Agreement. ] Other Specified Date: / / (b~t no longer than 30 days alter delivery of Listed Items under Agreement) Contact Name: Phone: E-Mail: Special Removal Instructions: Canon IR2270 SLH23659 Finisher S1 TKQ15199 Cabinet You have agreed fo acquire from CBS certain Listed Items pumuent to the Agmemenl cen'espending to this Addendum, and Mdher agree, by your aig~ature below, as follows: 1. If Buy Out Reimbursement is asthcted: The Buy-Out Reimbursement indicated above will be paid d~ecdy to the designa~d pu~ by CBS upon iastallatJen and taslJng of the Listed betas and payment to CBS (by you or by the Leasing Company) of the purchase p~ce for the Listed Items. The Bay-Out Re.Wrbumement will be paid for the sole puq~oce of relrn~umement Of easy forminedon charges or fees and associated expenses payable for (a) eariy tan'ninailon of the these of the Trade-in or Retom Equipment or ~or other equipment being rsptaced by the Listed items under the Agreement, (b) reilnencing the lease of other equipment or (c) preparagen of the site for lestalle~n of Listed gems. You ackn~edge and agree that CBS' rmandat obliga0ou is limited to the Bay-Out Reimbursement amount, and that you ~'e responsible tot any olber obligations, ledudlng any charges which are not covered by the Buy-out Reimbureement. 2. If Trade.in Equipment or Return to Leasing Company I$ selected: You hereby auth~ice CBS fo pick up the Trede-le or Retom Equipment listed above. You agree to pay CBS' removaJ cha~Jes il. on the date sbeciiled above, the Trade-in or Ratum Equipment is unavailable for pickup and removal through no fault of CBS. d Trade-in Equipment is to be conveyed to CBS. you represent that CBS will receive geed and marketable li~e fo each unfl of Trade-la Equipment, free and dear of any and all r~ens and leasebeld intatasls. If, for any reason, you fail to deliver Tide-in Equipment to CBS on the relevant date specified above, you sbeil re[ued fo CBS, p:ompily upon receipt of CBS'invoice. the ~u~ amennt of any ffede-in ctedg reflected in the Agreement (which amount shall equal the fair market value of such Trade-b Equipment, as determined by CBS). If Return Equipment is fo be shipped fo the Leasing Company spedfled above, CBS' sole obilgafien is to use commerdally rouasnabta efforts fo pick-up and remove the Retom Equipment and to arrange, on your behalf end at CBS' expense end dck (but only to the extent of obvious damage in franaiQ, for the shipment of the Return Equipment fo the Leasing Compeny. 3, DATA. You acknowledge thaUfle hard d~ve en the Equipment may retain images, content or other data du~'~j hormel opera~en of the Equipment ("Data")and that expasum or aceeas to ~he Data by CBS, if any, is purely incidental to the se~ices perfo~ed by CBS. Neither CBS nor any of ~heir affiiiatos has an obligafl~n to erase or ovenvrite Data upon Your ream of the Equipment to CBS or any Isaslng company. You am solely responsible f~r: (0 your comp!tance with app~icebth law end isgal requirements pertableg fo data pnyacy, security, retanlion and protec~on; and (ii) all decisions releteq to erasing or ovenvdgng Da~a. THIS ADDENDUM SHALL BECOME EFFECTIVE AND BIND~ S PROVIDED IN~_PARAGRAPH 8 OF THE ADDITIONAL TERMS AND CONDITIONS OF THE AGREEMENT, EXCEPT AS PROVIDED HEREIN THE AGREEMENT SHALL REI~IN/~r~i~ANGED AND~I~ L FORCE~N~:ECT. Customer's Authodzed Signature _ ~--..~.'.'.'.'.'.'.~. ~_~1~. ~/'~.,,-~. ~--.,~. - -- '~ ~ "~'~/- C~' ~''r Date ~,~[.-r CANON BUSINESS SOLUTIONS Canon Business Solutions, Inc. ('CBS") 4 Ohio Drive, Lake Success, NY 11042 (800) 613-2228 ACQUISITION AGREEMENT ADDENDUM Customer: Town of Southold 7S0 Pacific Street ~ z~p: Equipment ~cription:~ IVIC~I. LII[U(;K I N Y I 11952 iR3225 erm WHEREAS, Canon Business SoJufions, Inc. ("CBS"), and the above-described Customer ("You") have determined that it is in their mutual benefit to enter into this Acquisition Agreement Addendum ( ddendum ) to the above-described Acquisition Agreement ("Agreement"). All capitalized ten~s used below that am not defined in this Addendum shaft have the meanings set forth in the Agreement. NOW, THEREFORE, for good and valuable consideration, intending to be legally bound, the parties hereby agree as follows: 1. Anything in the Agreement to the contrary notwithstanding, and subject to all of the terms and condilions set forth in this Addendum, the terms and conditions of the Agreement shall be modified as follows: a. Section l(a): Delete entire sectloe 2. Jt is expressly agreed by the parties that this Addendum is supplemental to the Agreement, and thai the provisions thereof, unless specifically modified herein, shall remain in full fome and effect and shall apply to this Addendum as though they were expressly set forth herein. 3. In the event of any conflict or inconsistency between the provisions of this Addendum and any previsions of the Agreement, the previsions of lhis Addendum shall In all respects govern and control. IN WITNESS WHEREOF, the parties have caused this Addendum to be executed On the~te set forth below. Canon Business Solutions, Ino, Town of Southol(y/'/ By: ~ By: Name: Name: _~(~ ~3'-~-~ Title: Title: Date: Date: Acquisilion Agreement Addendum July 20~0 CBS C IlOll Canon Financial Services, Inc. Addendum to Agreement for Application 662608 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 speoiflcaity modified herein, shall remain in full rome 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 te~ns and conditions paragraph(s) in the Agreement ara changed as follows; 2. AGREEMENT PAYMENTS. Paragraph 2 is amended by deleting the 2nd sentence "Once irt each twelve (12) month pedod following the flint annivemary of this Agreement, the Sewice Provider whose name and address is indicated herein has the right to increase both (i) the Monthly Base 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 injudes (including 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 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 an original for all purposes. THIS ADDENDUM SHALL BE EFFECTIVE WHEN IT HAS BEEN SIGNED BY CUSTOMER AND ACCEPTED BY CFS, CANON FINANCIAL 8ERViCE~, INC. ~ly: ..... r'itle:,,, )ate: CANON BUSINESS SOLUTIONS Denon 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 t. 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 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 Agreement. 2. CHARGES. Base Charges and Per Image Charges, including Images in Excess of 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 eJ~clusive use with the Equipment. If Customer's usage of toner exceeds manufacturer specifications for conventional 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 all dsk of loss, theft or damage to unused Supplies, which shell remain CBS' property and shall be retarced promptly upon termination of this Agreement. (b) If Customer has specified the Fleet 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 indicatad on the CFS Agreement, Customer authorizes CBS to use the ImageWARE Remote feature of the Equipment to receive soffware updates and transmit use and service data accumulated by the Equipment over Customer's network by means of an H3-rPS protocbl 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 uss 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 (coverpa images x per image !:harge in excess uf covered images). In addition, Ibe par image charge ~n excess of covered images shall be increased by 5%. The monthly base charge and the per image chaqae 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 appticable, in accordance with the Meter Method aod/or Meter Reading Frequency specified in the CFS Agreement and CBS' normal procedures. If you selected COS' eManage webstie, 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 that reflect CBS' estimates of meter readings. CBS reserves the right to vedfy the accuracy of any meter readings from time to time, and to advise CFS to make appropriate adjuslments to Customer's account on Customer's next invoice. 3. COVERED SERVICE. CBS shall provide all routine preventive ~naintonance and emergency service necessary to keep the Equipment ~n good woricng order in accordance with this Agreement and CBS' normal practice, Such service shall be performed during CBS' local rngoiar business hours (8:30 A.M. to 5:00 P.M. Monday through Friday, except holidays). (a) Customer shall 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 services 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 prices if any, upgrades and bug fiXeS for the "Software" (including, the software licensed as part of the Equipment and the SER-CPC 023 July 2010 CBS application software programs specified in the CFS Agreement) as are provided to CBS by the suppliers ol the Software. CBS shati also use reasonable effods to provide Level I support on the Software. Level support consists of providing halp-tine telephone assistance in operating the Software and Identifying service problems, facilitating contact between Customer and the supplier of the Software to rectify such problems and maintaining a log of such problems to assist in tracking the same. Customer acknowtedges that CBS is not the developer of any of the Software 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 Iha pdce 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 other work beyond the scope uf this Agreement, shall be invoiced in accordance with CBS' then current labor, parts and supply charges: (a) replacement of any ssnsumabts supply item, including, without limitation, paper, toner, ink, waste centeiners, [ussr oll or staples (except for toner iccJusive ssrvice to the extent provided In Subporagrsph 2(a) above}, other media, print heads and puncher dies; (b) repairs necessitated by factors other than normal use including, without llmitafion, any willful act, negligence, abuse or misuse of the Equipment; the uss of parts, supplies or software which are not supplied by CBS and which cause abnormally frequent sen/ice calls or service problems; sedco performed by personnel other than CBS personnel; accident; use of the Equipment with non-cempatible hardware or software components; blecblcal power malfunction or heating, cooling or humidity ambient conditions; (c) deqnstallafion, m-installafion or relocation of Equipment (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 envircnment; (e) work which you request to be performed outa~de of CBS' regular business hours; or (f) any network/system connection device, except when listed in the CFS Agreement. 5. DATA. Customer acknowledges that the hard drive on the Equipment may retain images, content or other data during normal operation of the Equipment ("Data') and that exposure or access to Data by COS, if any, is purely incidental to the services performed by CBS. Neither CBS nor any of their affiliates has an obligation to erase or ovenarita Data upon Customer's retum of the Equipment to CBS or any leasing company. Customer is solely responsible for: ti) Customer compliance with applicable law and legal requirements pertaintng to date privacy, security, retention and protection; and (ii) all decisions related to erasing or overwriting Data. Without timiting the foregoing, Customer should, prior to returc or other disposition of the Equipment, utilize the Hard Disk Drive (HDD) (or comparable) formatting function (which may be referred to as "Initialized All Data/Setgngs' function) 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 opt[un for the Equipment, which may include (a) an HDD Data Encryption Kit option which disguises information before it is wriUen to the hard drive using encryption algorithms, (b) a HOD Data Erase Kit that can perform up to a 3-pass overwdta of Data or (c) a replacement hard drive (in which case Customer should properly destroy the replaced hard drive). 6. CUSTOMER SATISFACTION POLICY. CBS will at Customer written request, replace any new Canon brand Equipment Installed under this Agreement with a tike unit if CBS has determined, a~ter a reasonable opportunity to cure, that the Equipment is not repairable to the expected standard of performance. This policy shall apply for 3 years from the date of installation or for the initial term uf any CFS Lease, if longer, provided Customer is not in default of this Agreement and such maintenance narvices have not been canceled or terminated. CUSTOMER AGREES THAT NOTHING IN THIS SECTION WILL ENTITLE CUSTOMER TO TERMINATE THE CFS AGREEMENT. Custom e r Initials ~.,~ Date ~('O CANON BUSINESS SOLUTIONS 53095 Main Road :ustomer Co~iact For Me,er Read,Is If unils at different ~¢aaons, allach Schedule. COST PER COPY ~alloH NON-CANCELABLE RENTAL AGREEMENT Canon Fk~anm~ s.vk~es, Inc. ("CFS") CFS-10?9 (07110) 14904 Collections Center Dr. ! Chicago, Illinois 60693 b3~ 800 22~0200 w~w.cfs.canon.com --~ . ("Customer") I PHONE; -~ CanonlR3225 4,000 $.0141 N/A Term: 48 Mon615 TOTALS Service/Supplies Included [] Service including drums and toner [] Monthly , geeu~ty Deposit" "Slrv~ P~dlr- [] Servicelncludlngdmms $ 0.00 [] Quarterly ('Due et Signing') Canon Business Solutions THIS AGREEMENT 18 EFFECTIVE ONLY UPON SIGNING BY BOTH PARTIES THE EFFECTIVE DATE OF THIS AGRE CUSTOMER REPRESENTS THAT ALL ACTION REQUIRED TO A ' EMENT IS SET FORM BELOW THI UTHORIZE THE EXECUTION OF THiS I T ON gEHALF OF · S AGREEMENT 18 NON~JUqCELABLE BY Ct~TOMER CUSTOMER BY THE FOLLOWING SIGNATORIES NAS BEEN TAKEN. ' CANON FINANCIAL SERVICES, INC. Canon Financial Services, Inc. 14904 Collections Center Dr. Chicago, Illinois 60693 GOVERNMENTAL Eh I I ~ ¥ Complele Legal Name Municipal Fiscal Funding Addendum Agreement INumber: I ~galer~..men! 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 pedod 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. ACCEPYED Canon Financial Services, Inc. By Title Date CFS-2020 (02/08) A C ~ n o ;-~ Proposal for Town of Southold Current Average Location Model Serial Number Monthly Volume Payment Included Monthly Volume Human Resource Cfr 3anon IR227(; SLH23659 $183.42 4,000 4,517 C a n o n IR3225 Digital Copier 25 Pages Per Minute Automatic Document Feeder 1,100 Sheet Paper Supply Stapler Finisher Network PCL and PS 3 Printing Color Universal Send Scanning Automatic Duplexing Model IR3225 Accessories Included Document Feeder, Stapler Finisher, Cabinet, Network Printing and Color Scanning 48 Month Lease $185.00 60 Month Lease $165.00 Service: Includes All Parts, Labor and Toner for 4,000 copies per month Quarterly Overage At $.0141 8/10/2010