HomeMy Public PortalAbout2010 Clerk's Copier Maintenance AgreementC.uo
CANON BUSINESS SOLUTIONS
Canon Business Solutions, Inc. ("CBS")
300 Commerce Square Blvd., Burlington, NJ 08016
(800) 613-2228
MAINTENANCE AGREEMENT
Salesperson Suzette Rousseau
Order Date 3 / 5 / 10
Cust.mer "you"): Customer Account:
Company: The Vililage of Key Biscayne
`cat ipment L ac-tic:;r . Customer Account:
Company: same
Address: 85 West McIntyre Street #220
Address'
City: Key Biscayne State: Fl. Zip: 33149
City: State: Zip:
Contact: Conchita Alvarez Phone#: 305-365-5506
Contact: Phone#:
Email: Fax #:
,
For each unit of Equipment listed, you shall indicate specific contact and location (if
different than above) in the table below or in any Addendum to this Agreement.
Maintenance Billing Entity
PO Required
Meter Read Collection Options
Base Charge:
g ® CBS Canon Financial Services, Inc. ("CFS') ❑
❑ Yes ❑ No
imageWARE Remote unless noted in table below"
E = Email
F = Fax
W = eManage website
Per Image Charge: CBS ❑ Canon Financial Services, Inc. ("CFS')
Base Charge Billing Cycle
Consumables Inclusive
,
Image Dependent (If yes, complete below)
# of Months OR Maximum Covered Images
® Monthly 1111Quarterly ❑Other
r Toner (excludes clear)
❑ Other
(whichever comes first)
Excess Per Image Charge Bitting Cycle
Coverage Plan
Price Plan
Initial Term
12. Per Unit ❑ Fleet
3 Months (min. 12)
E Monthly ❑Quarterly ❑Other
■ Standard ❑ Fixed
Subject to the terms and conditions of this Agreement, CBS agrees to service the Equipment listed below or in any Addendum(s) to this Agreement (the "Equipmenr) at the charges stated herein or
therein For newly nstalled Equipment, the Start Date is provided in Paragraph 1 of the Additional Terms and Conditions The Start Date for previously in place Equipment is / /
Model
Serial #
Start Meter
B & W Color
Covered Images per unit or Fleet
included in Base Charge
B & W Color
Per Image Charge in excess
of Covered Images
B & W Color
Base Charge
per unit or Fleet
Alternate
Meter
Method*
IR 5000
MPL40610
605,907
nla
54,000
n/a
$0.0143
nla
0
Contact: same
Equipment Location:
Phone
#:
Email Address:
Fax #:
4
Contact:
Equipment Location:
Phone
#:
Email Address:
Fax #:
Contact
Equipment Location:
Phone
#:
Email Address:
Fax #:
Contact: Phone #: Fax #:
Equipment Location: Email Address:
I
Contact: Phone #: Fax #:
Equipment Location: Email Address:
Subtotal from Supplemental Addendum
CUSTOMER SATISFACTION POLICY
CBS will, at written Canon
Subtotal
0
your request, replace any new brand Equipment installed under this Agreement with a like unit if CBS
has determined, after 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 of any CFS Lease, if longer,
Tax
0
provided you are not in default of this Agreement and such maintenance services have not been canceled or terminated.
Total
0
BY YOUR SIGNATURE BELOW, YOU AGREE TO PURCHASE THE MAINTENANCE SERVICES SPECIFIED ABOVE. YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS
AGREEMENT, CONSISTING OF 2 PAGES INCLUDING THIS FACE PAGE. THE ADDITIONAL TERMS AND CONDITIONS ON PAGE 2 HEREOF AND IN ANY ADDENDUM(S)
HERETO, ARE INCORPORATED AND PART 4M HIS A
Customer's Authorized Signature
Printed Name
sftiwierKetn*
Try OIL Anis AO %Wag
MilaaSeC
Date
SER-023 October, 2009 CBS
ti!ci. I
.)
CANON BUSINESS SOLUTIONS
Canon Business Solutions, Inc ("CBS")
300 Commerce Square Blvd., Burlington, NJ 08016
(800) 613-2228
MAINTENANCE AGREEMENT
Salesperson Suzette Rousseau
Order Date 3 / 5 / 10
C.usfiurr�er ('ycu'): Customer Account:
Company: The Village of Key Biscayne
Equipment t_ecatlon: Customer Account:
Company: same
Address: 85 West McIntyre Steet #220
Address:
City: Key Biscayne State: FI. Zip: 33149
City: State: Zip:
Contact: Conchita Alvarez Phone#: 305-365-5506
Contact: Phone#:
Email: Fax #:
For each unit of Equipment listed, you shall indicate specific contact and location (if
different than above) in the table below or in any Addendum to this Agreement.
Maintenance Billing Entity
PO Required
Meter Read Collection Options
Base Charge. ® CBS ❑ Canon Financial
Services, Inc. ("CFS')
❑ Yes ❑ No
imageWARE Remote unless noted in table below*
E = Email
F = Fax
yy = eManage website
Services, Inc. ("CFS')
Per Image Charge: P CBS ❑ Canon Financial
Base Charge Billing Cycle
Consumables Inclusive
Image Dependent (If yes, complete below)
a Toner (excludes clear)
❑ Other
# of Months OR Maximum Covered Images
Monthly ❑Quarterly ❑Other
(whichever comes first)
Excess Per Image Charge Billing Cycle
Coverage Plan
Price Plan
Initial Term
131 Standard Fixed
12 Months (min. 12)
LI Monthly ❑Quarterly ❑Other
V Per Unit III Fleet
Subject to the terms and conditions of this Agreement, CBS agrees to service the Equipment listed below or in any Addendum(s) to this Agreement (the "Equipment") at the charges stated herein or
therein For newly nstalled Equipment, the Start Date is provided in Paragraph 1 of the Additional Terms and Conditions The Start Date for previously in place Equipment is / / .
Model
Serial #
Start Meter
B & W Color
Covered Images per unit or Fleet
included in Base Charge
B & W Color
Per Image Charge in excess
of Covered Images
B & W Color
Base Charge
per unit or Fleet
Alternate
Meter
Method*
it 5000
MPL40610
605:907
n/a
0
n/a
$0.0143
n/a
0
Contact: same Phone #: Fax #:
Equipment Location: Email Address:
l
►
i
Contact:
Equipment Location:
Phone
#:
Email Address:
Fax #:
Contact:
Equipment Location
Phone
#:
Email Address:
Fax #:
Contact: Phone #: Fax #:
Equipment Location- Email Address:
Contact: Phone #: Fax #:
Equipment Location: Email Address.
Subtotal from Supplemental Addendum
CUSTOMER SATISFACTION POLICY
CBS will, at written request, Canon
Subtotal
0
your replace any new brand Equipment installed under this Agreement with a like unit if CBS
has determined, after 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 of any CFS Lease, if longer,
Tax
0
provided you are not in default of this Agreement and such maintenance services have not been canceled or terminated.
Total
0
BY YOUR SIGNATURE BELOW, YOU AGREE TO PURCHASE THE MAINTENANCE SERVICES SPECIFIED ABOVE. YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS
AGREEMENT, CONSISTING OF 2 PA LUDING IS FACEE.T E ADDITIONAL TERMS AND CONDITIONS ON PAGE 2 HEREOF AND IN ANY ADDENDUM(S)
HERETO, ARE INCORPORATED AN ' D- • PAR THIS
Customer's Authorized Signature
Printed Name Eliffitit
NeAln1
Title
btc, helot. %IT
lianikdrr
Date
SER-023 October, 2009 CBS
ADDITIONAL TERMS AND CONDITIONS
These are the additional terms and conditions referred to on the face page to which
they are attached (such face page, and any addendum(s) hereto, collectively with these
terms and conditions, the "Agreement").
1. TERM. Maintenance under this Agreement shall start on the date (the "Start Date')
of installation for newly installed Equipment covered under toner inclusive or image
dependent service. For all other newly Installed Equipment, the Start Date shall be at
the end of the relevant Equipment warranty or 90 days from installation, whichever
comes first. The Start Date is stated on the face page for all previously in place
Equipment.
(a) The initial term specified on the face page shall renew for successive 12
month renewal terms unless either party gives written notice of non -renewal at least 30
days prior to the expiration of the then -current term (except that in the case of image
dependent service, the renewal terms shall be of the same duration as the initial term).
The renewal charges shall be reflected on the invoice for the first billing cycle of the
renewal period. You shall have the right to terminate this Agreement during any
renewal term with 30 days advance written notice to CBS.
2. CHARGES. Base charges shall be billed in advance and per image charges
shall be billed in an -ears. Invoices shall be due and payable within 30 days of the
invoice date. Applicable taxes shall be added to the charges. Prepaid charges shall not
be refundable except as provided in 3 (a) below. If payments are late, CBS may
charge you and you agree to pay, a late charge equal to five percent (5%) of the
amount due for each billing period or portion of a billing period such payment is delayed
as reasonable collection fees, not to exceed the maximum amount permitted by law. If
the Standard Price Plan is selected on the face side, the charges specified on the face
page are subject to an annual increase up to 10% (as determined by CBS in its sole
discretion) on each anniversary of the start date. Fixed Price Plans shall not increase
during the initial term. If you have selected CFS on the face page as the billing entity,
your maintenance charges will appear on your periodic lease invoice along with
standard lease charges. CFS will remit your payment of maintenance charges to CBS
upon receipt.
(a) If image dependent service is selected, there shall be no per image
charges; however, notwithstanding paragraph 1 above and 2(b) below, the then -current
term shall terminate at the end of the number of months specified on the face page or
on the date when the images made exceed the maximum covered images specified on
the face page, whichever event occurs sooner
(b) Toner inclusive and image dependent service includes replenishment of
consumables specified on the face page for exclusive use with the Equipment. CBS
may terminate this Agreement if you use the consumables in a different manner. In
the event your toner usage exceeds by more than 10% the published manufacturer
specifications for conventional office image coverage, as determined by CBS, CBS may
invoice you for such excess usage. You may purchase additional toner from CBS if
required during the term. You shall bear all risk of loss, theft or damage to unused
consumables, which shall remain CBS' property and shall be retumed promptly upon
termination of this Agreement.
(c) If you have selected the fleet coverage plan, the base charge and the
covered images shall apply to the fleet, irrespective of the usage of individual units of
Equipment in the fleet.
(d) Unless otherwise indicated on the face page, you authorize 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 your network by
means of an HTTPS protocol and to store, analyze and use such data for purposes
related to servicing the Equipment and product improvement You acknowledge that
the charges set forth on the face page for all imageRUNNER Advance models using
imageWARE remote are contingent on the continued use of imageWARE Remote
during the term. If you at any time disconnect, disable or deny access to this feature,
CBS may increase the charges for such items by 5% for any subsequent billing period
in which this feature remains non -operational.
(e) You agree to provide meter readings to CBS, if applicable, in accordance
with the meter read option selected and CBS' normal procedures. If you selected CBS'
eManage website, you shall complete CBS' registration process governing access to
and use of such website. CBS may change your meter read options from time to time
upon 60 days notice. If CBS does not receive timely meter readings from you, you
agree to pay invoices that reflect CBS' estimates of meter readings. CBS reserves the
right to verify the accuracy of any meter readings from time to time, and to invoice you
for any shortfall in the invoice for the next periodic billing cycle.
3. COVERED SERVICE. CBS shall provide all routine preventive maintenance
and emergency service necessary to keep the Equipment in good working order in
accordance with this Agreement and CBS' normal practice. Such service shall be
performed during CBS' local regular business hours (8:30 A.M. to 5:00 P.M. Monday
through Friday, except holidays).
(a) You shall afford CBS reasonable access to the Equipment to perform on -
site service. CBS may terminate its maintenance obligations as to any Equipment if you
relocate it to a site outside CBS' service territory. If, in CBS' opinion, any Equipment
cannot be maintained in good working order through CBS' routine maintenance
services, CBS may, at its option, (i) substitute comparable Equipment or (ii) cancel any
balance of the term of this Agreement as to such Equipment and refund the unearned
portion of any prepaid charges hereunder. Parts or Equipment replaced or removed by
CBS in connection with maintenance services hereunder shall become the property of
CBS and you disclaim any interest therein.
(b) CBS shall make available to you from time to time and at prevailing prices if
any, upgrades and bug fixes for the software licensed as part of the Equipment but
only if and as such upgrades and bug fixes are provided to CBS by suppliers of the
Software. CBS shall also use reasonable efforts to provide Level 1 support for the
software. Level 1 support consists of providing help -line telephone assistance in
operating the software and identifying service problems, facilitating contact between
you and the supplier of the software to rectify such problems and maintaining a log of
such problems to assist in tracking the same.. You acknowledge that CBS is not the
SER-023 October, 2009 CBS
developer of any of the software and other than the foregoing, support for software is
not provided under this Agreement. .
4. NON -COVERED SERVICE. The following services, and any other 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(b) 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 frequent service calls or service problems; service
performed by personnel other than CBS personnel; accident; use of the Equipment with
non -compatible hardware or software components; electrical power malfunction or
heating, cooling or humidity ambient conditions; (c) de -installation, re -installation or
relocation of 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 environment; (e) work which you request to be performed
outside of CBS' regular business hours; or (f) repair of any network/system connection
device, except when listed on face page.
5. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABIUTY. CBS
EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE
EQUIPMENT AND SOFTWARE OR ANY METER READ COLLECTION METHOD
PROVIDED BY CBS. YOU EXPRESSLY ACKNOWLEDGE THAT THE FURNISHING
OF MAINTENANCE SERVICE UNDER THIS AGREEMENT DOES NOT ASSURE
UNINTERRUPTED OPERATION AND USE OF THE EQUIPMENT, SOFTWARE OR
METER COLLECTION METHODS. 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 EXPENDITURES FOR
SUBSTITUTE EQUIPMENT OR SERVICES, LOSS OF REVENUE OR PROFIT,
LOSS OR CORRUPTION OF DATA, FAILURE TO REALIZE SAVINGS OR OTHER
BENEFITS, STORAGE CHARGES OR OTHER INCIDENTAL, SPECIAL, PUNITIVE
OR CONSEQUENTIAL. DAMAGES ARISING OUT OF THE USE OF OR INABILITY
TO USE THE EQUIPMENT, SOFTWARE OR METER COLLECTION METHODS,
REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED AND
EVEN IF CBS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. DEFAULT. You shall be in default of this Agreement if you fail to perform any of
your obligations under this Agreement, including making prompt undisputed payments
when due. CBS may withhold service under this Agreement in whole or in part until
any delinquent payment is received by CBS. CBS may terminate this Agreement in
whole or in part upon your default with thirty (30) days notice to you, unless such
default is not cured by you within the thirty (30) day period. If an overdue payment is
disputed in good faith within thirty (30) days after the due date thereof, you shall pay all
undisputed amounts and promptly make a good faith effort to resolve such dispute with
CBS. In the event of your default, CBS may, without limiting its other rights and
remedies available under applicable law and this Agreement, require you to pay all
charges then due but unpaid, including any applicable late charges, plus the
remaining base charges for the balance of the term (not to exceed a period of 6
months). You agree that such charges are reasonable liquidated damages for loss of
bargain and not a penalty.
7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE
OR FEDERAL COURT LOCATED WITHIN THE CITY OF NEW YORK UPON
SERVICE OF PROCESS MADE IN ACCORDANCE WITH THE APPLICABLE
STATUTES AND RULES OF THE STATE OF NEW YORK OR THE UNITED
STATES. ANY AND ALL SUITS COMMENCED BY YOU AGAINST CBS, WHETHER
OR NOT ARISING UNDER THIS AGREEMENT AND REGARDLESS OF THE LEGAL
THEORY UPON WHICH SUCH SUITS ARE BASED, SHALL BE BROUGHT ONLY IN
THE STATE OR FEDERAL COURTS LOCATED WITHIN THE CITY OF NEW YORK.
YOU HEREBY WAIVE OBJECTIONS AS TO VENUE AND CONVENIENCE OF
FORUM. BOTH PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN
SUCH PROCEEDINGS. ANY SUIT BETWEEN THE PARTIES HERETO, OTHER
THAN ONE SEEKING PAYMENT OF AMOUNTS DUE HEREUNDER, SHALL BE
COMMENCED, IF AT ALL, WITHIN ONE YEAR OF THE DATE THE CLAIM
ACCRUES.
8. ENTIRE AGREEMENT. This Agreement shall be binding upon your signature
and upon the installation of the Equipment by CBS or commencement of the covered
services if this Agreement is for renewal of a prior maintenance agreement or for
equipment previously installed. This Agreement constitutes the entire agreement
between the parties with respect to the fumishing of maintenance service for the
Equipment, superseding all previous proposals and agreements, oral or written. Any
purchase order utilized by you shall be for your administrative convenience only, and
any terms therein which 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 original of this Agreement shall be binding upon CBS as a warranty or
otherwise, nor shall this Agreement be modified or amended except by a writing signed
by both you and an officer of CBS. If a court finds any provision of this Agreement (or
part thereof) to be unenforceable, the remaining provisions of this Agreement shall
remain in full force and effect. This Agreement shall not be assignable by you without
CBS' prior written consent, which shall not be unreasonably withheld, and any
attempted assignment without such consent shall be void. You expressly disclaim
having relied upon any representation or statement conceming the capability, condition,
operation, performance or specifications of the Equipment and Software, except to the
extent set forth on the original 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 be treated as an original for all purposes.
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