HomeMy Public PortalAbout058-2014 - Cannon Solutions America - Purchase 3 Copiers for buildingAGREEMENT
THIS AGREEMENT made and entered into this day of May, 20W, by and
between the City of Richmond, Indiana, a municipal corporation acting; by and through its Board
of Public Works and Safety (hereinafter referred to as the "City") and Canon Solutions America,
Inc., One Canon Park, Melville, New York, It 747 (hereinafter referred to as the "Contractor").
SECTION 1. STATEMENT AND SUBJECT OF AGREEMENT
City hereby retains Contractor to furnish and provide for City of Richmond three (3) showroom
model copiers as set forth on Contractor's proposal (with trade-in of two (2) copiers), which
includes maintenance coverage of said copiers (the "Project"). Maintenance coverage includes,
but is not limited to, service and 25,000 copies per month for all three (3) copiers.
Contractor's Proposal to the City of Richmond Purchasing Department (sought under special
purchasing method in accordance with IC 5-22-10) is dated April 29, 2014, and is attached hereto
as "Exhibit A", which Exhibit consists of five (5) pages and is hereby incorporated by reference
and made a part of this Agreement. Contractor agrees to comply with all terms and conditions
contained in Exhibit A.
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions, terms, or conditions of this Agreement, this Agreement shall be controlling.
The Contractor shall furnish all labor material, equipment, and services necessary for and
incidental to the proper completion of this Agreement.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance;
2. The City is in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22-5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of the
City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the
completion of this Agreement.
Contract No. 58-2014
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SECTION III. COMPENSATION
City shall pay Contractor the quote amount described on "Exhibit A" which includes Ten
Thousand Eight Hundred Seventy-five Dollars and Twelve Cents ($10,875.12) for the product
purchase price of the three (3) copiers less the amount of Six Hundred Dollars and Zero Cents
($600.00) as the trade-in amount for two (2) copiers that will be traded in to Contractor, for a
total product purchase price not to exceed Ten Thousand Two Hundred Seventy-five
Dollars and Twelve Cents (S10,275.12) for the three (3) quoted showroom copiers. City shall
also pay Contractor the quote amount described on "Exhibit A" which includes Three Hundred
Fourteen Dollars and Forty-three Cents ($314.43) per quarter for quarterly maintenance of all
three (3) copiers purchased under this Agreement for a minimum term of sixty (60) months.
These amounts are not to be exceeded.
SECTION IV. TERM OF AGREEMENT
This Agreement shall become effective when signed by all parties and shall continue in effect
until completion of the project.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in
part, for uncured default, at any time by giving at least five (5) working days written notice
specifying the effective date and the reasons for termination which shall include but not be limited
to the following:
a. failure, for any reason of the Contractor to fulfill in a timely and proper manner its
obligations under this Agreement and to cure same within 30 days' written notice;
b. submission by the Contractor to the City of reports that are incorrect or incomplete in
any material respect and to cure same within 30 days' written notice;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work
performed prior to the effective date by Contractor, but shall be relieved of any other
responsibility herein.
This Agreement may also be terminated by either the City or the Contractor, in whole or in part,
by mutual Agreement setting forth the reasons for such termination, the effective date, and in the
case of partial termination, the portion to be terminated.
Page 2 of 6
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any third party claims
(collectively, "Claims") for tangible damage or bodily injury to person or property which may
arise from the Contractor's willful misconduct or negligent performance of this Agreement;
provided, however, that nothing contained in this Agreement shall be construed as rendering the
Contractor liable for acts of the City, its officers, agents, or employees. The City shall provide
Contractor prompt written notice of such Claim to be indemnified, allow Contractor sole control
of the defense and settlement thereof, and provide Contractor assistance therewith, at
Contractor's expense, as Contractor shall reasonably request. Contractor shall as a prerequisite
to this Agreement, purchase and thereafter maintain such insurance as will protect it from the
claims set forth below which may arise out of or result from the Contractor's operations under
this Agreement, whether such operations by the Contractor or by any sub -contractors or by
anyone directly or indirectly employed by any of them, or by anyone for whose acts the
Contractor may be held responsible.
Coverage Limits
A. • Worker's Compensation & Statutory
Disability Requirements
B, Employer's Liability $100,000
C. Comprehensive General Liability
Section 1. Bodily Injury $1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage $1,000,000 each occurrence
D, Comprehensive Auto Liability
Section 1. Bodily Injury $1,000,000 each person
$1,000,000 each occurrence
Section 2. Property Damage $1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$1,000,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall,
before commencing work under this Agreement, provide the City a certificate of insurance, or a
certificate from the industrial board showing that the Contractor has complied with Indiana Code
Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore
subject to another state's worker's compensation law, Contractor may choose to comply with all
provisions of its home state's worker's compensation law and provide the City
Page 3 of
proof of such compliance in lieu of complying with the provisions of the Indiana Worker's
Compensation Law.
SECTION VII. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting
on behalf of Contractor or any sub -contractor shall not discriminate against any employee or
applicant for employment to be employed in the performance of this Agreement, with respect to
hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly
related to employment, because of race, religion, color, sex, disability, national origin, or
ancestry.
B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees;
1. That in the hiring of employees for the performance of work under this
Agreement of any subcontract hereunder, Contractor, any subcontractor, or any person
acting on behalf of Contractor or any sub -contractor, shall not discriminate by reason of
race, religion, color, sex, national origin or ancestry against any citizen of the State of
Indiana who is qualified and available to perform the work to which the employment
relates;
2. That Contractor, any sub -contractor, or any person action on behalf of Contractor
or any sub -contractor shall in no manner discriminate against or intimidate any employee
hired for the performance of work under this Agreement on account of race, religion,
color, sex, national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City
under this Agreement, a penalty of five dollars ($5.00) for each person for each calendar
day during which such person was discriminated against or intimidated in violation of the
provisions of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all monies
due or to become due hereunder may be forfeited, for a second or any subsequent
violation of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION VIII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work
eligibility status of all newly hired employees of the contractor through the Indiana E-Verify
program. Contractor is not required to verify the work eligibility status of all newly hired
employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify
program no longer exists. Prior to the performance of this Agreement, Contractor shall provide to
the City its signed Affidavit affirming that Contractor does not knowingly employ an
Page 4 of 6
unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates 1C
22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days
after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation
within the thirty (30) day period provided above, the City shall consider the Contractor to be in
breach of this Agreement and this Agreement will be terminated. If the City determines that
terminating this Agreement would be detrimental to the public interest or public property, the City
may allow this Agreement to remain in effect until the City procures a new contractor. If this
Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor
will remain liable to the City for actual damages.
SECTION IX. (RAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the course of this Agreement
that this certification is no longer valid, City shall notify Contractor in writing of said
determination and shall give contractor ninety (90) days within which to respond to the written
notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased
investment activities in Iran within ninety (90) days after the written notice is given to the
Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In the
event the City determines during the course of this Agreement that this certification is no longer
valid and said determination is not refuted by Contractor in the manner set forth in IC 522-16.5,
the City reserves the right to consider the Contractor to be in breach of this Agreement and
terminate the agreement upon the expiration of the ninety (90) day period set forth above.
SECTION X. RELEASE OF LIABILITY
Contractor hereby agrees to release the City and all officers, employees, or agents of the same
from Contractor's claims against the City for liability for negligence which may arise in the course
of Contractor's performance of its obligations pursuant to this Agreement.
SECTION XI. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of its
rights or obligations hereunder without the prior written consent of the other party. It shall be
controlled by Indiana law and shall be binding upon the parties, their successors and assigns. It
constitutes the entire Agreement between the parties, although it may be altered or amended in
whole or in part at any time by filing with the Agreement a written instrument setting forth such
changes signed by both parties.
This Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the federal and state courts of or nearest to Wayne
County, Indiana, and suit arising under this Contract, if any, must be filed in said courts. The
parties specifically agree that no arbitration or mediation shall be required prior to the
commencement of legal proceedings in said Courts.
Page 5 of6
Any person executing this Contract in a representative capacity hereby warrants that he has been duly
authorized by his or her principal to execute this Contract.
In the event of any termination due to breach of this Agreement by Contractor, Contractor shall be
liable for all costs incurred by City for substitute performance, up to 20% over Contractor's
pricing.
In the event that an ambiguity or question of intent or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the
provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the
day and year first written above, although signatures may be affixed on different dates.
"CITY"
THE CITY OF RICHMOND,
INDIANA BY AND THROUGH ITS Board of
Public Works and Safety
IWIN I WA I
Vicki Robhuon, President
"--Z 1�
By: F- ./la - �
llacd Foom, Member
Due: J--
• : APPKO'VEM __ �s+ /I :
Such L. Hutton. Mayor
"CONTRACTOR"
CANON SOLUTIONS AMERICA, INC.
One Canon Park
Melville, NY 11747
Pap 6of6
ptinted: Tracie Sokol
Title: Vice President, Marketing
Date: .5 ,' Z - t_ 1
EXHIBIT PAGE 0� -
callo w
CANON so(UnoNS AM�RtCI
Canon Solutions America, Inc. ("CSA")
4 Ohio Drive, Lake Success, NY 11042
(800)-613-2228
PURCHASE AND MAINTENANCE AGREEMENT
PMAS# S0292504 30
Salesperson: Kenneth L. Fields Order Date. 4/29/2014
Customer ("You"):
Customer Account:
Ship To:
Company: CITY OF RICHMOND
Company: CITY OF RICHMOND
Address: 50 N FIFTH ST
Address: 50 N FIFTH ST
City: RICHMOND County: WAYNE
City RICHMOND County: WAYNE
IN
Zip: 47374 4247
Phone: 765.962.1940
Stale: IN
Zip: 47374 4247
jPhone: 765.962 1940
IState:
Contact: Vicky Robinson
Fax
Contact: Vicky Robinson
Fax
E-Mail.
E-Mail:
Equipment, Supplies and Licenses. of Application Software with listed third party support contracts: See Schedule A
Payment Terms
Other Requirements
Subtotal $10,275.12
U
Check with Order Check #
❑
Purchase P.O. Required
Delivery/Install $0.00
Net 30
P.O #
Sales Tax
❑
Other
Maintenance P.O. Required
❑
Credit Card
P.O.#
Total
Requires submission of secure credit card authorization form.
Tax Exempt
Deposit $0 00
(Attach Certificate)
Balance Due
Select 1 Included for Included, except for Equipment Under separate
MAINTENANCE, 0 ❑ ❑ Decline ❑ p
option: all Equipment excluded on Schedule A agreement
Base Charge Billing Cycle -,, Coverage Plan
4
If adding to existing If adding to existing Aggregate,
❑ Monthly ✓❑ Quarterly ❑ Other [] Per Unit ❑✓ Fleet fleet, applicable contracttt ❑ Aggregate probe either a contract # or serial
If
' EXcess der lm��e Charge:�i�lt'ng Ct7c�"e' � , ')ntti� lYe�fttt"'r�, f -' � �' + _ '" Cansumables�triclustve
❑ Monthly U Quarterly ❑ Other 60 Months (min. 12) ✓❑ Toner (excludes Clear) ❑ Other
CUSTOMER SATISFACTION POLICY
If you are not satisfied with the performance of your Canon or Oce brand product, upon your written request, CSA in its sole discretion will repair or
replace the product with a like unit with equivalent capabilities. Prior to replacement, CSA shall have had the opportunity to return the product to
good working order in accordance with the terms of this agreement. This policy shall apply for 3 years from the date of installation or for the initial
Iten-n of any CFS Lease, if longer, provided you are not in default of this Agreement and such maintenance services have not been canceled or
terminated.
BY YOUR SIGNATURE BELOW, YOU AGREE TO PURCHASE THE ITEMS LISTED AND MAINTENANCE IF SELECTED ABOVE, IN SCHEDULE A OR IN ANY
ADDENDUM(S) TO THIS AGREEMENT. YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT, CONSISTING OF THIS FACE PAGE, THE ADDITIONAL
TERMS AND CONDITIONS ON PAGE 2, SCHEDULE A AND ANY AODENDUM(S) ATTACHED HERETO.
Customers Authorized Siqnature
Printed Name
SLS-112S March 2014 CSA Page 1
Title
Date
EXHIBIT PAGE OF
P M AS# S0292504.30
ADDITIONAL TERMS
AND CONDITIONS
--Theseaee the addheonai rims andronGlaas_mlenrxilanitJhe tacia pagelo which they are -attached Usuch face_pNe,
- s(heouies and any addendum(s) hereto collectively whin these terms and conditions, the
'Agreement)
_-
L PURCHASE OF EQUIPMENT AND MAINTENANCE
2 above shall be available oily upon your request and shall be invoiced in accordance whin CSA, then current
1.1 listed hems and Maintenance, You agree to purchase the units of equ,I and supplies (the
labor, pans and supply charges
'Equipment-) and licenses of application software with third parry support contracts. if appUcable (the
4- DATA. You acknowledge that the hard dnve(s) on the Equipment. Including attached devices may
'Listed Software' and, together with the Equipment. the -Listed Items'). as mdlcaled on Schedule A or M
retain images, content or other data that you may store for purposes of normal operation of the Equipment
any addendum(s) hereto n you have selected maintenance on me lace page, you also agree to purchase
(-Data-) You acknowledge Val CSA is not stonng Data on behalf of you and that exposure or access to
Me maintenance services for the Listed Items described m Serbon 2 below (such services are subject to
the Data by CSA if any, Is I incidental to the se nnces performed by CSA Neither CSA nor any of its
the excusions herein_ -Maintenance -I (a) The total purchase puce speabed in the Agreement, including
affiliates has an obligation to erase or overwnte Data upon your return of the Equipment to CSA or any
sales taxes and deliveryhnstallation charges, is due and payable in accordance wnh me payment terms
leasing company You are solely responsible for (q your compliance with applicable law and legal
herein If payments are late. (i) you shall pay the actual and reasonable costs and expenses of collection
requirements pertaining to data privacy. storage, security, retention and protection. and (li) all decisions
incurred by CSA, including the maximum amomey s fees permitted by law and pi) CSA may charge you
related to erasing or Overwnfing Dala Without limiting the foregoing, you should, (a) enable the Hard Disk
and you agree to pay, a late charge equal to the higher of five percent (5%) of the amount due or $10 as
Onve (HDD) data erase functionality that is a standard feature on certain Equipment ands (b) poor to
reasonable collection fees, not to exceed the maximum amount permitted by law (b) In addition to the
return or other disposition of the Equipment utilize the HOD for comparable) formatting function (which
amounts shown in Iris Agreement, you shall pay CSA s rates for any special rigging for delivery and
may be referred to as -Ini Uhzed All Dala(Sen ngs- function) it found on the Equipment to perform a one
installation (C) CSA reserves the right to withhold Shipment of the Listed Items until you make full payment
pass overwnle of Data or, if you have higher security requirements, you may purchase from CSA at waent
of the total price specified in this Agreement or to revoke any credit extended to you because of your failure
rates an appropriate option for the Equipment. which may Include (x) an HOD Data Encryption Kit option
to pay any amounts when due or for any other reason affecting your credirworthness If, at any time pnor
which disguises information before it is wnnen to the hard drive using encryption algorithms, I a HOD
to shipment, CSA discovers any mistake in pricing or Equipment configuraton with respect to any Listed
Data Erase Kit that can perform up to a 3-pass overwrite of Data (for Equipment not containing data
Ilerri CSA reserves the right to notify you of the mistake in wnbng, and such notification volt constitute
erase functionality as a standard feature), or (z) a replacement hard drive (in which case you shOOd
the non -acceptance of this Agreement by it with respect to such Listed Items without liability.
property destroy the replaced hard drive) The terms of this Section 4 shall solely govern as to Data.
1.2 Maintenance Term. Maintenance under this Agreement, If selected by you on the face page, shall start on
notwithstanding that any provisions of this Agreement or any separate confidentiality or data security or
the date (Vie -Stan Date) of Inslal abon for newly installed Equipment covered under toner inclusive
other agreement now or hereafter entered into between you and CSA could be construed to apply to Data
Maintenance. and seat co, tnuc for a.. ....,, ,,..erm as specified on Me face page Fnr all other newly installed
5.1 Fc, on days anar me date of the original delivery of Canon brand Equipment, CSA
•normal
Equipment, the Stan Date shall be at the end of the relevant Equipment warranty or 90 days from installation,
warrants that under use and maintenance conditions all such Equipment will be free from defects in
whichever comes first The initial term shall renew for successive 12 month renewal terms unless either parry
material and workmanship Warranty Uaims must be made in writing by you to CSA no later than five (5)
gives warren notice of non -renewal at least 30 days pnor to me expiration of the then -current lens (except that
business days aher the ex y Air aUon of the warranty period CSA s obligations under this warranty are limited
in the case of image dependent service. the renewal terms shall be of the same duration as the Initial term).
solely to repair or replacement (at CSA's sole option) of such parts as are proven to be defective upon
The renewal charges shall be reflected on the invoice for the first billing cycle of the renewal period You shall
GSA Inspection This warranty does not extend to, and you shall pay. CSA's labor, parts and supply
have the right to terminate this Agreement during any renewal term with 30 days written notice to CSA
charges for any of the non covered service described in Section 3 above.
1-3 Maintenance Charges. Base charges shall be billed in advance and per image charges, shall be billed in
YOU EXPRESSLY ACKNOWLEDGE THAT NEITHER THIS LIMITED EQUIPMENT WARRANTY NOR
arrears Invoices shall be clue and payable within 30 clays of the invoice date on essothervnse stated on The
THE FURNISHING OF MAINTENANCE UNDER THIS AGREEMENT ASSURES UNINTERRUPTED
invoice Applicable taxes shall be added to the charges The charges specified on the face page are subject to
OPERATION AND USE OF THE LISTED ITEMS CSA SHALL. UPON REQUEST, FURNISH TO YOU
an annual Increase up to 10%(as determined by CSA in its sole discretion) either (i) on each anniversary of the
WITHOUT RECOURSE ANY END USER WARRANTIES MADE BY THE MANUFACTURER OF THE
start dale or (it) once in each calendar year it you have selected the Aggregate Coverage Plan. (a)
LISTED SOFTWARE OR ANY NON -CANON BRAND EQUIPMENT. CSA MAKES NO WARRANTY,
Consumables Inclusive Maintenance includes replerkshment of Consumables specified on the pace page for
EXPRESS OR IMPLIED_ INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
exclusive use with the Equipment. CSA may terminate the Maintenance under this Agreement If you use the
FOR A PARTICULAR PURPOSE, WITH RESPECT TO LISTED SOFTWARE OR WITH RESPECT TO
consumabies in a different manner. In the event your loner usage exceeds by more than 10 %the published
NON -CANON BRAND EQUIPMENT
manufacturer speclficabons for conventional office Image coverage, as determined by CSA. CSA may invoice
6. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY. CSA SHALL NOT BE LIABLE FOR
you for such excess usage You may purchase additional loner from CSA if required during the term. You shall
PERSONAL INJURY OR PROPERTY DAMAGE EXCEPT TO THE EXTENT CAUSED BY CSA'S
bear all risk of loss, theft or damage to unused Consumables. which shall remain CSA's property and shall be
NEGLIGENCE OR WILLFUL MISCONDUCT. CSA SHALL NOT BE LIABLE FOR EXPENDITURES FOR
returned promptly upon termination of this Agreement (b) If you have selected the Fleet or Aggregate
SUBSTITUTE EQUIPMENT OR SERVICES. LOSS OF REVENUE OR PROFIT, LOSS OR CORRUPTION
Coverage plan, the Base Charge and the Covered Images shall apply to all of the Equipment on the Schedule
OF DATA, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, STORAGE CHARGES OR OTHER
unless otherwise indicated It specified on the face page that the Listed Items are being added to an existing
INCIDENTAL. SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR
Fleet Coverage Plan under a previous agreement between you and CSA. (q the fleet shall include the listed
INABILITY TO USE THE FQUIPMENT, SOFTWARE OR METER COLLECTION METHODS, REGARDLESS
items under the previous agreement, and all other agreements for which the add to existing fleet option was
OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED AND EVEN IF CSA HAS BEEN ADVISED OF
selected, and (III the maintenance term for all Listed Items under this Agreement shall be the same as the
THE POSSIBILITY OF SUCH DAMAGES.
maintenance term for all listed items under all such previous agreements (c) If specified on the face page that
Other than the limited warranty Ion the Equipment in Section S above, CSA EXPRESSLY DISCLAIMS .ALL
the Listed Items are being added to an existing Aggregate Coverage Plan under previous agreement
WARRANTIES EXPRESS OR IMPLIED INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND
between you and CSA, the Covered Images shall apply to all of the Equipment on the schedule, unless
FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE LISTED
otherwise indicated, plus the listed items under the previous agmement(s), and all other agreements for which
ITEMS OR ANY METER READ COLLECTION METHOD PROVIDED BY CSA
the add to existing Aggregate Coverage Plan was selected. on an aggregated basis, for so long as the
7. DEFAULT. You shall be in default of this Agreement if you fail to perform any of your obligations under
maintenance term for all such listed items continues (d) Unless otherwise indicated, you authorize CSA to use
this Agreement. including making prompt undisputed payments when due. CSA may withhold service
networked features of the Equipment including image WARE to receive software updates, activate features/new
under this Agreement in whole or in part unlit any delinquent payment is received by CSA CSA may
hoenses and transmit use and service data accumulated by the Equipment over your network by means of an
terminate the Maintenance in whole or in part upon your delaull with thirty (30) days notice to you, unless
HTTPS protocol and to store, analyze and use such data for purposes related to servicing the Equipment and
such default is cured by you within the thirty (30) day period. If an overdue payment is disputed in good
product improvement. (f) You agree to provide meter readings to CSA. it applicable, in accordance with me
faith within thirty (30) days after the due date thereof, you shall pay all undisputed amounts and promptly
meter read option selected and CSA's nonrlat procedures. If you selected CSA's eManage website, you shall
make a good faith effort to resolve such dispute with CSA. In the event of your default, CSA may, without
complete CSA's mgistrabon process governing access to and use of such website. CSA may change your
limiting its other rights and remedies available under applicable law and this Agreement, require you to pay
meter read options from time to time upon 60 days notice. If CSA does not receive timely meter readings from
alt charges then due but unpaid, including any applicable late charges, plus an early termination lee equal
you, you agree to pay lnvoices that reflex CSA's estimates of meter readings. CSA reserves the right to venty
to three (3) times the average monthly billing to date and any excess toner charges per Section 1.3(b).You
the accuracy of any meter readings from time to time, and to invoice you for any shortfall in the invoice for the
agree that such charges are reasonable liquidated damages for loss of bargain and not a penaly.
next periodic billing cycle.
8. SECURITY. As security for the payment of all amounts due to CSA, you hereby grant to CSA a security
2- Maintenance. YOU SHALL RECEIVE THE MAINTENANCE DESCRIBED IN THIS SECTION 2 ONLY IF
interest in the Listed Items. To the extent permitted by applicable law, you hereby authorize CSA to file with
YOU HAVE SELECTED THE SAME ON THE FACE PAGE. CSA shall provide all routine preventive
the appropriate governmental authorities any and all financing statements necessary to evidence or perfect
maintenance and emergency service necessary to keep the Equipment in good wotdng order in accordance
CSA's security interest in the Listed Items.
with this Agreement and CSA's normal practice. Such service shall be performed during CSA's local regular
9. CHOICE OF LAW AND FORUM. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
business hours (8.30 A . to 500 P.M. Monday through Friday, except holidays) (a) You shall give GSA
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. YOU CONSENT TO THE
reasonable access to the Equipment to perform on -site service. CSA may terminate its maintenance
EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATEO WITHIN
obligations any Equipment you relocate to a site outs de CSA's service territory. If, in CSA's opinion, any
THE CITY OF NEW YORK UPON SERVICE OF PROCESS MADE IN ACCORDANCE WITH THE
Equipment cannot be maintained in good working order through CSA's routine maintenance services, GSA
APPLICABLE STATUTES AND RULES OF THE STATE OF NEW YORK OR THE UNITED STATES ANY
may, at its option, (I) substitute comparable Equipment or (ii) cancel any balance of the term of this Agreement
AND ALL SUITS COMMENCED BY YOU AGAINST CSA, WHETHER OR NOT ARISING UNDER THIS
as to such Equipment and refund the unearned portion of any prepaid charges hereunder. Parts or Equipment
AGREEMENT AND REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH SUITS ARE BASED,
replaced or removed by CSA in connection with maintenance services will become the property of CSA and
SHALL BE BROUGHT ONLY IN THE STATE OR FEDERAL COURTS LOCATED WITHIN THE CITY OF
you disclaim any interest therein. (b) Installation of Listed Software may be conditioned on a separate
NEW YORK YOU HEREBY WAIVE OBJECTIONS AS TO VENUE AND CONVENIENCE OF FORUM.
statement of work covering the scope and schedule of installation, configuration options, responsibilities of
ANY SUIT BETWEEN THE PARTIES HERETO, OTHER THAN ONE SEEKING PAYMENT OF AMOUNTS
each party, and other matters, which shall solely govern as to the matters covered therein. Additional charges
DUE HEREUNDER, SHALL BE COMMENCED, IF AT ALL. WITHIN ONE (1) YEAR OF THE DATE THAT
miry apply for work beyond the initial snipe described in such statement of work. CSA shall make available to
THE CLAIM ACCRUES THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY
you hem lime to time upgrades and bug fixes for the softwarelicensed as pat or the Equipment and for Listed_
SUIT BETWEEN T HEfn.
Software, but (I) only d such upgrades and bug fixes are provided to CSA by suppliers of such software, (i)
10. GENERAL This Agreement s"ll be binding on you upon your signature and on CSA upon the delivery of
availability of upgrades and lug fixes may be at additional charge unless covered by separate support contrail
any of the Equipment by CSA This Agreement ronstihrtes Vie entire agreement between the parties with
purchased by you, and (ia) installation of such upgrades and bug fixes by CSA t requested by you shall be at
respect to the purchase of the Listed Items and Maintenance, superseding all previous proposals and
additional charge. You are rat required to use CSA for installation of either Listed Software or for any upgrades
agreements, oral or written. All provisions of this Agreement including Section 4, which by their nature can
and bug fares, but if installation is done by anyone other than CSA. CSA shall have no responsibility for any
be construed to survive the expiration or termination of this Agreement shall so survive. If s r indicated on a
performance or other issues that may result from such installation. (c) CSA shag also use reasonable efforts to
Schedule, you (or your leasing company) may submit a purchase order for procurement of Listed Items,
provide Level 1 support for the Listed Sollware (except that for certain Listed Software, purchase by you of a
and you may submit a purchase order for procurement of Maintenance hereunder, but any terns and
separate support is required for Level 1 support). Level 1 support consists of providing help -line telephone
conditions set forth in any purchase order (including a leasing company purchase order) which conflict
assistance in operating the listed Software and identifying service problems, facllitabrg contact between you
with, vary from, modify or supplement the provisions of this Agreement shall be deemed null and void and
and the supplier of the Listed Software to rectify such problems and maintaining a log of such problems to
of no force or effect, notwithstanding any statement to the contrary contained in any such purchase order.
assist in tracking the same. I You acknowledge that CSA is not the developer of any of the Listed Software or No representation a statement not contained On the original of this Agreement shall be binding upon GSA as a
other software and other than the foregoing, support for software is not Provided under this Agreement
w2rranty or otherwise, nor shall this Agreement be modified or amended except by a writing signed by both you
3, Non -Covered Service. The tollowirg services, and any other work beyond the scope of this Agreement are
and an officer of CSA if a won fills any provision of this Agreement (or part Meni to be unenforceable. the
not included within Maintenance and shag be invoiced d accordance with CSA's then anent labor, parts and
remaining provisions of this Agreement shall remain in fug forte and effect This Agreement shall not be
apply charges. (a) replacement of any consumable supply item, including, without limitation, paper, toner, ink,
assignable by you without CSA's pnor written consent, and any attempted assignment without such consent,
waste containers, fuser al or staples (except for loner inclusive service to the extent provided in Section 1.3(a)
which shall not be unreasonably withheld, shall be valid. except that you may, as described above, assign to
above), other media, print heads and puncher dies. (b) repairs necessitated by factors other than normal use
your leasing company your right to acquire the Listed Items and your warranty rights hereunder, but your other
including, without Imitation, any w itut act, negligence. abuse or misuse of the Equipment the use of parts,
rights hereunder, including the right to receive Maintenance (if selected by you), are not assignable to the
supplies or software which are not supplied by CSA and which cause abnormally frequent service calls or
leasing company and such assignment shall not relieve you of any of your obligations hereunder (induding the
seance problems, service performed by personnel other than CSA personnel, accident, use of the Equipment
obligation to pay for Maintenance) You expressly disclaim having relied upon any represenabon or statement
whin non-compalible hardware or software components. electrical power malfunction or heating, cooling or
concerning the capability. condition. operation, performance or specifications of the Used Items, except to the
humidity ambient conditions. (c) deinsiallabon, re -installation or relocation of Equipment (other than by CSA),
extent se! forth on the original of this Agreement You agree that CSA may accept an electronic image of this
(d) repairs to or reahgnmenl 01 Equipment, and reialed framing. necessitated by changes you made to your
Agreement as an anginal. and that electronic copies of your signature will be treated as an original for all
system configuration or network environment (e) work which you request to be performed outside of CSA's
purposes
regular business hours or In repair of network/system connection device. exupt when listed on tare page If
you have NOT selected Maintenance on me lace page, any of the maintenance services desc t m Section
SLS-112S March 2014
Page 2 Customer Initials_
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EXHIBIT JT PWAG EOF51
EASE UPGRADE, TRADE-IN, RETURN OR BUY-OUT
CANON SOLUTIONS AMERICJ+
REIMBURSEMENT ADDENDUM TO AGREEMENT #
Canon Solutions America, Inc ("CSA") S0292504.30 (the "AGREEMENT")
One Canon Park, Melville, NY 11747
0 613-2228
Page— 1 of 1
Customer ("You"): Customer Account: Buy-out Reimbursement
Company_ CITY OF RICHMOND
$ to be paid under the circumstances described in
Address: 50 N FIFTH ST
Section 1 below
City: RICHMOND County: WAYNE
[IPayable to: You Canon Financial Services, Inc.
State: IN Zip:47374-4247 Phone # 765.962-1940
Reason for check issuance
Email.
Lease Upgrade-o� Buy-out Reknoirv!edgement
if this transaction includes a lease upgrade or buy-out to be paid upon delivery and
List the leasing company and lease number associated withany lease upgrade or buy-out
acceptance of the Equipment listed on the Agreement, select one of the following
�`Leas.mg Company Name Y. rLease Number * _
❑ Not Applicable
. _ :
❑ You will return the equipment to the leasing company according to the terms
_
and conditions of your lease agreement.
❑ CSA will return the equipment to the leasing company per Section 2 below.
❑ You will retain the equipment If so, will the equipment remain under a CSA
Maintenance Agreement? Yes ❑ No ❑
Q CSA will pick up the equipment for Trade In.
Please select one:
Pick -Up Information:
❑✓ Same Date as Delivery of Listed Items specified on the Agreement
aTrade -In
Please note that any applicable trade-in credit is reflected in the periodic lease
payments or purchase pnce as specified in the Agreement
❑ Other Specified Date:
30 days d_eliveryof Listed Items under Agreement)
Equipment Condition: Z Good working Condition ❑ As is condition
(but no longer than after
Return Equipment to selected Leasing Company
Contact Name: Phone.
E-Mail:
❑ Canon Financial Services
❑✓ Return Equipment to CSA. original Order Date
Special Removal Instructions
... ..�.,,_�.d, ..�,-..-,..-:....xe, ra..,asavv:.,.rs::.a,-:?.r,�s<•::^.'^rlasa iar`c'x;-� �_'°`xsa7f:is Alf-:P:i�.1i
You have agreed to acquire from CSA certain Listed Items pursuant to the Agreement- By your signature oeaw, you agree ru auvy—n .n uti ,,,� �• ti •• w • •.--•-
1. H Buy Out Reimbursement is selected: The Buy -Out Reimbursement indicated above wilt be paid directly to the designated party by CSA upon installation and testing of the Listed Items and
payment to CSA (by you or by the Leasing Company) of the purchase price for the Listed Items. The Buy -Out Reimbursement will be paid for Me sole purpose of reimbursement of eady termination
charges or fees and associated expenses payable for (a) early termination of the lease of the Trade-in or Return Equipment or for other equipment being replaced by the Listed Items under the
Agreement. (b) refinanarg the lease of other equipment or (c) preparation of the site for installation of Listed Items. You acknowledge and agree that CSA's financial obligation is limited to the Buy -Out
Reimbursement amount, and chat you are responsible for any other obligations, including any charges which are not covered by the Buy -Out Reimbursement
2 t Trade-in Equipment or Return to Leasing Company is selected: You hereby authorize CSA to pick up the Trade-in or Retum Equipment listed above You agree to pay nS 'sremovacharges d,
on the date specified above, the Trade-in or Return Equipment is unavailable for pickup and removal through no fault of CSA. Trade-in Equipment shall be conveyed to CSA, and a)our sent that
CSA will receive good and marketable title to each unit of Trade-in Equipment free and dear of any and all liens and leasehold interests, (b) you warrant that the Trade -In Equipment will be delivered to
CSA (unless specified above that the trade-in is on an 'As Is' basis) in good working condition, reasonable wear and tear excepted, and (c) you shag make the Trade-in Equipment available for pickup by
CSA on the relevant date specified above. If you breach or fail to comply with any of the foregoing, CSA may, without limiting its other remedies under applicable law, return the Trade -In Equipment le you
(at your expense both for the return and the original pickup) and rescind, or require you to refund to CSA, promptly upon receipt of CSA's invoice, the full amount of any trade-in credit reflected in the
Agreement (which amount shall equal the fair market value of such Trade -In Equipment, as determined by CSA). Rehm Equipment shall be shipped to the Leasing Company specified above, and CSA's
sole obligation is to use commercially reasonable efforts to pick-up and remove the Return Equipment and to arrange, on your behalf and at CSA's expense and risk (but only to the extent of obvious
damage in transit), for the shipment of the Return Equipment to the Leasing Company.
3. DATA. You acknowledge that the hard drive(s) on the Equipment, including attached devices, may retain images, content or other data that you may store for purposes of normal operation oft e
Equipment ('Data'). You acknowledge that CSA is not storing Data on behalf of you and that exposure or access to the Data by CSA, if any, is purely incidental to the services performed by CSA. Neither
CSA nor any of their affiliates has an obligation to erase or overwrite Data upon Your return of the Equipment to CSA or any leasing company. You are solely responsible for 11 your compliance with
applicable taw and legal requirements pertaining to data privacy, storage, security, retention and protection: and it all decisions related to erasing or overwriting Data. The terms of this section shalt solely
govem as to Data, notwithstanding that any provisions of this Agreement or any separate confidentiality or data sear y or other agreement now or hereafter entered into between you and CSA could be
construed to apply to Data.
AS THE AGREEMENT BECOME EFFECTIVE IN ACCORDANCE WITH THE TERMS THEREOF EXCEPT AS
THIS ADDENDUM SHALL BECOME EFFECTIVE AT THE SAME TIME
SUPPLEMENTED HEREBY THE AGREEMENT SHALL REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT.
Customer's Authorized Signature
Printed Name
Title Date
SLS-0048 Jan 2014 CSA