HomeMy WebLinkAboutCanon Business Solutions, Inc - Justice CourtRESOLUTION 2011-533
ADOPTED
DOC ID: 7014
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2011-533 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
JULY 19, 2011:
RESOLVED that the Town Board of the Town ~ Southold hereby authorizes and directs
Supervisor Scott A. Russell to execute the Acquisition Agreement Lease or Purchase
between the Town of Southold and Canon Business Solutions~ Inc., in connection with the
lease of one (1) Canon IR-6055 copy machine for use by the Justice Court at a monthly cost of
$401.00 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: Christopher Talbot, Councilman
SECONDER: Louisa P. Evans, Justice
AYES: Ruland, Orlando, Talbot, Krupski Jr., Evans, Russell
C non
CA~ON BUSINESS SOLUTIONS
Canon Business Solutions, Inc. ("CBS')
4 Ohio Drive, Lake Success, NY 11042
(800) 613-2228
Company: SOUTHOLD, TOWN OF
1047792
Address: 53095 MAIN RD
City: SOUTHOLD ICounty: SUFFOLK
State: NY JZip: 11971-4642 Phone: 631,765.1891
Contact: Lloyd Reisenberg Fax:
E-Mail: Iloyd,reisenberg@town.southold.ny.us
Lease ~r Purc-haSei ~ ; : ' I
ACQUISITION AGREEMENT LEASE OR PURCHASE
~ S0010336
~hiP To: ICustomer Account:
,Company: SOUTHOLD, TOWN OF
1047792
Address: 53095 MAIN RD
City: SOUTHOLD ICounty: SUFFOLK
State: NY IZip: 11971-4642 Phone: 631.765.1891
Contact: LLOYD REISENBERG Fax:
E-Mail: Iloyd.reisenberg@town.southold.ny,us
[] 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 agPeement with the Leasing Company.
[] Canon Financial Services, [nc. [] Other (Name of Leasing Company:
[] You agree to purchase the items listed below or in any addendum(s) to this Agreement, for the purchase price specified.
The 'bill to" for the items listed is the Leasing Company or you. depending on which box is checked above.
3893B010 IMAGERUNNER ADVANCE 6055 V2 BASE MODEL (3893... 1 401.00
3723B091 UTILITY TRAY-A1 I Included
1261V589 ULTRASLIM KEYBOARD I tncluded
3894B001 STAPLE FINISHER-E1 1 Included
3905B005 PCL PRINTER KIT-A J1 ELAN I Included
3906B006 PS PRINTER KIT-A J1 ELAN I Included
3907B002 SUPER G3 FAX BOARD-AFl (3907b002) I Included
1972V073 ESP NEXT GEN PCS POWER FILTER (120V/20A) XG... I Included
Payment?Te~s :: i : Ot er Reqt~lr'em~lts ~ Subtotal from Supplemental
, , I Included
[] Check with Order Check #: Addeedums
[] Net 30 [] P.O. Required Subtotal 401.00
[] Lease P.O.# Delivery/Install $0.00
[] Other [] Tax Exempt Plus Applicable Sales Tax
[] Credit Card (Attach CerUflcate) Total
Requires submission of secure credit card authorization form.
[] Customer Declines Deposit $0.00
Maintenance Agreemmlt Balance Due
ShipPin~ InstructiOns ~ ; i : ~ iT Contact infm. mation .
Shio Via: Name: Lloyd Relsen~m3 Ph<me: 631.76~1891 E~Mail: IIo~d.relsenbem~,southold.ny.us
Ho~rsofODera~on: 9-5 ~:' ~ i' ,~0~I~rmatlOn I EadiestDateofDelivei~ 1/11/2011
Number of StaDS: 0
Special Delivery Instructions:
Elevator [] YES [] No
Loading Dock [] Yes [] No
3R PURCHASE, AS SPECIFIED ABOVE, THE ITEMS LISTED ABOVE OR IN ANY ADDENDUM(S) TO THIS
AGREEMENT. YOU ACKNOWLEDGE RECEIPT OF A COPY¢OF.~OF IS AGREEMENT, CONSISTING OF TWO PAGES INCLUDING THIS FACE PAGE. THE
ADDITIONAL TERMS AND CONDITIONS ON PAGE 2 H EREOF.~D ~N ANY A.J~NDUM(S) HERETO ARE iNCORPORATED AND MADE PART OF THIS
S~4 SOM ~v ~11 CBS r
Salesoemon: Craig VTardo OrderDate: 07/14/2011
ADDITIONAL TERMS AND CONDITIONS
These are the additional terms and conditiorrs referred to on the face page to
which they are attached. Such face page and addendum(s), collectively with
these terms and conditions, the 'Agree~nent."
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 'Listed Sof~ware'
and, together with the Equipment, the 'Listed Iterns~), in each case as
indicated on the face page hereof or in any addendum(s) hereto.
(al If you have elected to purchase the Usteq Items, the total pumhase
pdco specified in the Agraement, including sales taxes and delivery/installation
charges, is due and payable in accordance with the payment terms of this
Agreement. If payments are late, (il you shall pay the actual end 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 five percent (5%) of the amount dun or
$10 as reasonable collection foes, not to exceed the maximum amount
permitted by law.
(b) If you have elected to lease the Listed Items, CBS shell sell the
Listed Items to the Leasing Company subject in all respects to the warranty
limitations and disclaimers and limitations of I~abitity in this Agreement. You
shall enter into a lease agreement with the Leasing Company providing, in
addition to such te~rns and conditions as the Leasing Company shall require,
for ttxed periodic lease payments indicated herein over a ttxed 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 sates or
use taxes on monthly rentals if applicable, even if not specified in this
Agreement.
(c) In addition to {he 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 appreval.
Id) CBS resales the dght to ~thheld shipment of the Ustnd Items (il
until you make full payment of the total pdce spacifieq 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 you~ creditworthiness, or (ii) until
you enter into a lease agreement with the Leasing Company and the Leasing
Co~pany commits to tull payment of the purchase pdce agreed to between
CBS and the Leasing Company. In the event that, at any time 13ior to
shipment, CBS discovers any mistake in pricing or Equipment configuration
with respect to any Usteq ttem(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. MMITED WARRANTY. For ninety (90) days after the date of the odginal
delivery of Canon brand Equipment, CBS warrants that under normal use and
maintermnce conditions all such Equipment will be frae from defects in material
and workmanship. Warranty cJaims must be made in vatting by you to CBS no
later than ~ve (5) business days after the expiration of the warranty padod.
CBS' obligations under this warranty are limited solely to repair or replacement
(at CBS' sole option) of such parts as are proven to be defective ulxm CBS'
inspection. This warranty does not extend to, and you shell pay, CBS' labor,
parts and supply charges le~ (al repairs resulting from service visits required as
a result of inadequate operation of the Listed items (e.g., CBS technisian is
dispatched to rectify a ~oblem descnhed in the operator manual), (b) repairs
necessitated by factors other than normal use including, without limitation, (il
any ,Mllful act, negligence, abuse or misuse of the relevaot Equipmeot, (ii) the
use of parts, supplies or sofo~re not supplied by CBS and which cause
abnormally frequnnt sen/ice calls or sewice problems, (iii) sen/ice performed
by personnel other than CBS service fechn~ians, IN) b'ansportation of the
Equipment, Iv) aco~dent er casualty, and (vi) electrical power malfunction or
heating, cooling or humidity and ambient conditions, or (c) 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 USTED ITEMS. CBS
SHALL, UPON REQUEST, FURNISH 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 SOFTINARE 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 IMPUED, INCLUDING IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE USTED
ITEMS.
SLS-O04 SOM May 2011 CBS
3. DATA. You acknowledge 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 the Data by CBS, if any, is purely
incidental to the sen/ices pedormed by CBS. Neither CBS nor any of their
affiliates has an obligation to erase or overrate Data upon Your return of the
Equipment to CBS or any lesstng company. You are solety responsible for:
your compliance with applicable law and legat requirements pertaining to data
privacy, security, retention and protection; and (ii) all decisions related to
erasing or oven/a'iting Data. Without limiting the foregoing, You should, prior to
return 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/Settings" tunction) found on the Equipment to perform a one pass
oven~ite of Data or, if you have higher secudty requirements, You may
purchase from CBS at current rates an available option for the Equipment,
which may include (al an HDD Data Encryption Kit option which disguises
information before it is written to the hard ddve using encryption algorithms, (b)
a HDD Data Erase Kit that can perform up to a 3-pass ovewaite of Data or (c)
a replacement hard drive (in which ease You should propedy destroy the
replaced hard ddve).
4. SECURITY. As secudty for the payment of all amounts due to CBS, you
hereby grant to CBS a security interest in the Listed Items. To the extent
permitted by applicable law, you hereby authorize CBS to file with the
appropriate governmental authorities any and all financing statements
necessary to evidence or perfect CBS' security interest in the Listed Items.
9. WARRANTY OF BUSINESS PURPOSF_ You represent and warrant that
that the Equipment will not be used for personal, family or household purposes.
6. UI~TATION OF UABIUTY. CBS SHALL NOT BE L~BLE 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 POSSIBIMTY 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 NEVV YORK UPON SER%/ICE 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 BE'[VVEEN 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 PARTIES
IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT
BETWEEN THEM.
8. GENERAL. This Agreement shall be binding on you upon your signature
and on CBS upo~ the delivery of any of the listed Items. Ail provisions of this
Agreement Including Section 3, which by their nature can be construed to survive
the expiration or terminat~n of the Agreement shall so survive. This Agreement,
together with any raleted CBS credit application, constitutes the entire
agreement between the parties with respect to the furnishing of the Listed
Items, suparseding all previous proposals, oral or whtten. No lease agreement
entered into betm~en you and the Leasing Company with respect to any Listed
Items shall be binding on CBS in any respect or affect your rights or CSS'
obligations hereunder. Any purchase order utilized by you shall be for your
administrative convenience only, and any terms therein whish conflict with,
vary from or supplement the provisions of this Agreement shall be deemed null
and void. No representation or statement not contained on the oHgirml of this
Agreement shall be binding upon CBS as a warranty or othensise, nor shall
this A~lreement be mndified or amended except by a writing signed by you and
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 expressly disclaim having reited upon any representation
statement conceming the capability, condition, operation, performance or
sbec~flcations of the Usteq Items except to the extent set forth on tt~ odginal of
this Agreement.
9. ELECTRONIC ACCEPTANCE. You agree that CBS may accept an
electronic image of this Agreement as an original, and that electronic copies of
your signature, will l~e treated as an edginal for all purposes.
CANON BUSINESS SOLUTIONS ADDENDUM TO ADD ADDITIONAL EQUIPMENT
Canon Business Solutions, Inc. ("CBS")
4 Ohio Drive, Lake Success. NY 11042 TO ACQUISITION AGREEMENT # B0010336
(800) 613-2228
Salesperson: Craig V Tardo 07/14/201
Company: SOUTHOLD, TOWN OF Contact: L~oyd Reisenberg
Address: 53095 MAIN RD Phone: 631.765.1891 IFax:
City: SOUTHOLD IState: NY IZip: 11971-4642 E-Mail: Iloyd.reisenberg@town.southold.ny.us
PLEASE PRINT:
ItemCode Description: Qt~ UnitPrice Paymentor Ship To location Contact Name
Pumhase
Price (if different than above) & Phone Number E-Mail
1618V186 IR ADVANCE C5000 & 6000 SERIES INSTALL PAK 1 Included
IntSupplies Pm-install supplies installed in machine 1 Included
Subtotal to can'y forward to Face Page of Agreement
I, YOU AGREE TO LEASE OR PURCHASE, AS SPECIFIED ON THE FACE PAGE OF THE ACQUISITION AGREEMENT, THE ITEMS LISTED ABOVE, IN ACCORDANCE WITH ALL OF THE TERMS AND
CONDITIONS OF THE ACQUISITION AGREEMENT. TH~ ADDENDUM SHALL BECOME EFFECTIVE AND BINDING AS PROVIDED IN PARAGRAPH 7 OF THE ADDITIONAL TERMS AND CONDITIONS OF THE ACQUISITION
AGREEMENT. EXCEPT AS PROVIDED-~RE~N,~d~~HEREIN, QUISITION GREEMENT SHALL REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT
SLS-004A SOM November 2010 CBS ~r~
C~'~O'~ LEASE UPGRADE, TRADE-IN, RETURN OR BUY-OUT
REIMBURSEMENT ADDENDUM TO ACQUISITION
CANON SUSmESS SOLUnONS AGREEMENT # s0010338 (the "AGREEMENT")
Canon Business Solutions. Inc. (°CBS")
4 Ohio Drive, Lake Success, NY 11042
613-2228
r~ustomer ("YOU"): ICustomer Account: 1047792 Buy-out Reimbursement
3ompany: SOUTHOLD, TOWN OF
Address: 53095 MAIN RD $ to be paid under the circumstances described in
City: SOUTHOLD ICounty: SUFFOLK Section I below
State: NY IZip: 11971-4642 IPhone: 631.765.1891 Payableto: [] You [] Canon Financial Services, [nc.
E-Mail: IIoyd.reisenberg@town.southold.ny.us Reason for check issuance:
If this tmnsacben includes a lease upgrade ~x buy-out to be paid upon delivery and List the leasing company and lease number associated with any lease upgrade or buy-out
ac~-~nl~ nt;e of the Equipment listed on the Agreement. select one of the fogowing:
[] Not applicable L~a$ing Company Name Lease Number
[] You will return the equipment to the leasing company according to the lerms and CIT 910-0055352
condi§ons of your lease agreement.
[] CBS will return Ihe equipment to the leasing company per Section 2 below.
] You will retain the equipment. If co. will ~e equi~awmlt remain t~nder a CBS
Maintenance Agreement? [] Ye~ [] No
[] CBS wfll pick up the equipment for Trade In.
Please select one Pick Ue Information
[] Trade In [] Same Date as DeliverY of Listed Items specified on the Agreement.
F~ea~e note that any edpliCable bede-th credit is reflected in the p~iodtu tease
paymects or purc~lese pl~ce ~ aRe*i/ied in the agreement. [] Other Specified Date (complete on chart, below)
E0ui0mentCo~diti0n: [] Go(xlWorkingC~lclition [] AslsCondition (butnolo~ge~than3Odaysanerdeg~ryo~Ustedt~msunderAgreement)
[] Return Equipment to selected Leasing Company Special Removal Instructions:
[] Canon Financial Services [] ClT
[] Return Equipment to CBS. Origina~Order Date
Relurn Item Code Oe~ 8adalit ~ E-Mall
Cade Readlnl~ Eqallmtent ioca~oni if dlffemlt that above ~¢mifact Name AJt. Pto~ Up
& R~one Oele,
12618003 IRS0?0 SXP17589 0
~turn C~des: Tradeqn: TRD Return to CFS; R-CFS Return to CIT: R-CJT Re,pm to CBS: R-CBS
and ps,/ment to CB~ (by y~u~byty~eLeask~gC~mpa~dth~purc~septi~ef~r~e~st~d~tems~Th~Buy-~Rein~m~geme~t~b~p~`df~thes4~ep~rp~sedr~n~bursementdea1y
tem'wtafim dme~es ~ fses and aaaoda~l exp~ses pa~a~le for (a) se~ temtise~m of ~e lease dl~e Trade~ m' ~m E~ ~ ~ ~ ~ ~ ~ ~ ~ ~
2. I~ Tr~4~ r:qutgmeM or RMum to I.~S,~ Comply Is ~le~t~d: You bemby authorize CBS th pi~ up N Trade~ ~ RMum Eq~pment Wad at.aa. Yse a~rse t~ pay CB~ rempeal
o~a~es ~, on ~e dak~ specifmd d~w~. the Trad~n = Return Eqc~nent is unavailable far pld~up and ramoval It~ se fault of CBS. Trade-in Equi~ shM be conveyed to CBS. md
(a) you rapr-~,eat Ilar CBS wM resebe gcod ami mad[elable 6itc ~ each unit 0~ Trade-~ Equi~ frse ~ ~ ~ ~ md M ~ ~ ~ ~, ~) ~ ~,.~ th~ ~ T~ ·
In Equipment w~ll be ~,---ad t0 CBS (unless specked abase Ibet the bade-in is on aa "As I$' bseis) ~ gsed weddng condi~on, reas~qal3M wear and tear exsepled, and (c) you .d~q make
Return Equipment shal be s~0pad t0 the Lsesing Company spad~led abase, and C8S' sda o'~liga~se ts to use cemme~ialy masmalite ,~',~,~ t0 pid[.up and remose the Re{urn Equipment
THIS ADOENOUM SHALL BECOME EFFECTNE ANO 81NOI~ AS PRI~y~3EO IN PAla~8~ 8 OF THE AOOfi'IONAL T~ ANO C0BOfflON$ OF I~IE AGREEMENT. EXCEFr AS
SLSq)OqBO-M August 2010 CSS
CANON BUSINF-~;S SOMJllONS
Canon Business Solutions, mc, (*CBS')
4 Ohio Drive, Lake Success, NY 11042
(800) 613-2228
ACQUISITION AGREEMENT ADDENDUM
WHEREAS, Canon 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 Acquisith3n Agreement
('Agreement'). All capitalized terms used below that are not defined in this Addendum shall 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:
Anything in the Agreement to the contra~ notwithstanding, and subject to all of the tan"ns 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 previsions thereof,
unless specifically 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 respects govern and control.
Canon
Name:
Tit~e:
Date:
IN WITNESS WHEREOF, the parties have caused this Addendum to be executed on ti
Business Solutions, Inc.
~n~ date set forth below.
of Southol
Town ~
By: __
.ame:
Acquisition Agreement Addendum July 2010 CBS
~101~ COST PER COPY ~1~0~
· NON-C~CE~LE RENT~ AGREEMENT ~ F~ S~, ~. ~CFS")
~NON BUSINESS SOt~ONS ~S-10~ (07/1~ 149~ CoI~o~ C~r Dr.
AGREEME~
INUER: Ch~o, Illino~ ~693
~ 2~2~ ~,~.~n~.~
~!AME (COMPANY LEGAL NAME) DBA ]PHONE
rOWN OF SOUTHOLD ("Customer'I]631.7651891
31LLING ADDRESS CITY COUNTY STATE ZIP
~3695 MAIN RD SOUTHOLD SUFFOLK NY 11971~t642
-~QUIPMENT ADDRESS CITY COUNTY STATE ZIP
i3095 MAIN RD SOUTHOLD SUFFOLK NY 11971-4642
Make/Model/Accessory Cove red :lin. ages !ncluded Per linage C;~ !n ~x~es~ Montlfly
[] Service induding drums and toner []
[] Service including drums r~] Honthly $o.oo Sa~on Business SoluUons
Quarterly
[] Other
By: ~nted Name: ~ Email Address:
to: c.,~ ..,.,,~ s..,~ ~ rc~'~ ACCEPTANCE CERT FICATE .
~e Cusioma'ce~rms 6'~ la) the Eqakmmflt re~e~ed to in dda ~mement has beed~ receh~l, (bi ip4tMade~ has ~ ~, lc) ~ Eq~ ~ ~ ~ ~ ~ ~ ~. ~ ~ ~ ~ ~ ~d ~, ~ ~ ~,
TERMS AND~CONDITIONS
C llOn
Canon Financial Services, Inc.
Addendum to Agreement
for Application 708522
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 Agt'eornent, Master Lease, or otho~vise) ("Agreement") for the lease
or rental of cedain equipment ('Equipment').
NOW, THEREFORE, for good and valuable consideration, intending to be legally bound, the parties
hereto hereby agree as follows:
It is expressly agreed by the parties that this Addendum is supplemental to the Agreement and that the
provisions thereof, unless specifically modified herein, shall remain in full force and effect and shall apply
to this Addendum as though they were expressly set forth herein.
In the event of any conflict or inconsistency between the provisions of this Addendum and any provisions
of the Agreement, the provisions of this Addendum shall in all respect govern and control.
The terms and conditions paragraph(s) in the Agreement (CFS-1079 07110) are changed as follows:
2. AGREEMENT PAYMENTS: Paragraph 2 is amended by deleting the 2nd sentence, which reads:
"Once in each twelve month period following the first annivema~ of this Agreement, the Service Provider
indicated above has the right to increase both (i) the Monthly Base Charge and (ii) the Per Image Charge
in an amount not to exceed ~teen percent of such chargaslwhore were in effect immediataly prior to such
price increase."
10. INDEMNITY: Paragraph 10 is amended by deleting the paragraph in its entirety and re~acing with
*CFS is not responsible for any lusses or injuries caused by the installation, removal or use of the
Equ'q3ment except those due to CFS' gross negligence. Custorne~ agrees to reimburse CFS for and
defend CFS against any claims for losses or injuries (including attorneys' fees and costs) caused by the
Equipment. This section shall survive termination of this AgreemenL"
17. LATE CHARGES; EXPENSES OF ENFORCEMENT: Paragraph 17 is amended by deleting the first
two sentences in their 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 SERVICES, INC.
By:
By:. Pri~
Title:.
Date: Title:~~
By:
Printed Name:.
Title:
Service Provider Terms and Conditions
Canon Financial Services ("CFS") Cost Per Col3v Aclreement
Canon Business Solutions, Inc. ("CBS")
4 Ohio Ddve, Lake Success, NY 11042
(800) 613-2228
1. 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 exclusive 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 shall remain CBS' property and shall be
returned 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 indicated on the CFS Agreement, Customer
authpezes CBS to use the imageWARE Remote feature of the
Equipment to receive software updates and transmit use and service
data accumulated by the Equipment over Customer's network by
means of an HTrPS protocol and to store, analyze and use such data
for puq~oses related to sen/icing 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 dudng the term. If you at any
time disconnect, disable or deny access to this feature, CFS may
increase the monthty 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 cevemd 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
pehed 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 website, you shall complete
CBS' ~giatration process governing access to and use of such website.
CBS may change Customer's Meter Method and/or Meter Reading
Frequency fi.om 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 feedings. CBS reserves
the right to verif~ the acourecy of any meter readings from time to
time, and to advise CFS to make appropriate adjustments to
Customer's account on Customer's next invoice.
3. COVERED SERVICE. CBS shall provide all routine preventive
maintenance and emergency service necessary to keep the Equipment
in good working order in accordance with this Agreement and CBS'
norma~ practice. Such service shall be performed dudng CBS' local
~gular 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, fi.om 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
apptication soft'~vare programs specified in the CFS Agreement)
as are provided to CBS by the suppliers of the Software. CBS shall
also use reasonable efforts to provide Level I support on the Software.
Level I support consists of providing help-line telephone assistance in
operating the Software and identifying service problems, facilitating
contact between Customer and the supplier of the Soft~vare to rectif~
such problems and maintaining a log of such problems to assist in
tracking the same. Customer acknowledges 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 the
price for the license of application software programs or may be
available under separately priced support contracts, and in either case
such support whl be provided from the Software develodera subject to
the ten'ns and conditions for support service,
4. NON-COVERED SERVICE. The following cervices, and any ether
work beyond the scope of this Agreement, shall be invoiced in
accordance with CBS' then current labor, parts and supply charges: (a)
replacement of any consumable supply item, including, without limitation,
paper, toner, ink, waste containers, fuser oil or staples (except for toner
inclusive service to the extent provided in Subparagraph 2(a) above),
other media, print heads and puncher dies; (b) repairs necessitated by
factors 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
utilize the Hard Disk Drive (HDD) (or cempareble) formatting function
SER-CPC 023 July 2010 CBS
Customer Initials
__ Date
Ct HOH
(;anon Financial Services, Inc.
14904 Collections Ca.er Dr.
Chicago, Illinois 60693
('CFS')
GOVERNMENTAL ENTITY
Complete Legal Name
TOWN OF SOUTHOLD
Municipal Fiscal Funding Addendum
IAgreement
Number:
Agreement
Date:
("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 pedod 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 pedod, 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
ACC.EPTED ~ [
C~S-3~0 (O2/08)