HomeMy Public PortalAbout2014 Maintenance AgreementCanon
CANON SOtUrIC N G! �CGICA
300 COMMERCE SQUARE BLVD
BURLINGTON, NJ 08016
800-613-2228
www csa canon corn
Bill To : 1284739
KEY BISCAYNE, VILLAGE OF
85 W MCINTYRE ST STE 220
KEY BISCAYNE FL 33149
United States
Page 1 of 1
REPRESENTATIVE OMBATCH
MAINTENANCE AGREEMENT
Contract # Billing Cycle
977836 Year
Meter Cycle
Month
Ship To : 1284739
KEY BISCAYNE, VILLAGE OF
85 W MCINTYRE ST STE 220
KEY BISCAYNE FL 33149
United States
Start Date Expiration Date
06/05/2014 06/04/2015
Canon Solutions America, Inc ("CSA") agrees to furnish service to the Customer ("you") for the Equipment listed below, subject to the terms and conditions
herein and on the included Terms and Conditions documents
Model
Description
IR5000
SUPPLY INCLUSIVE SERVICE PROGRAM
SUMMARY USAGE
Serial Start Meter
Number
MPL40610
die rk-
Covered
Volume
0
From
Overage
Level
To
Overage
Level
Overage
Rate
per Image
1 0 023805
Pay ent Option:
Y P•O•
P 0 Number
Credit Card For security purposes please do not include credit card account number A CSA
representative will contact you to obtain your credit card information
Contact Name
Phone#
E-mail
6'53 (719 --
Base
Charge
Total $ 0 00
Applicable taxes will be applied
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 MADE A PART OF THIS AGREEMENT
Customer's Authorized Signature
Printed Name
YZt�1t tom( Dk.ilUe.
Title
ehe{ o { Jam/ 1a4
Cleft
Date
5/aciJl�
CUSTOMER COPY
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 "Start Date" specified on the
face page hereof and shall renew for successive 12 month renewal terms unless either party
gives wntten 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.
2. CHARGES.Base charges shall be billed in advance and per image charges shall be billed in
arrears Invoices shall be due and payable within 30 days of the invoice date unless otherwise
stated on the invoice. Applicable taxes shall be added to the charges. If payments are late,
CSA 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 penod such payment is delayed as
reasonable collection fees, not to exceed the maximum amount permitted by law.
(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 CSA 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 CSA, CSA may invoice you for such excess usage. You
may purchase additional toner from CSA if required dunng the term You shall bear all nsk of
loss, theft or damage to unused consumables, which shall remain CSA's property and shall be
returned promptly upon termination of this Agreement
(c) If you have selected the Fleet or Aggregate Coverage Plan, the Base Charge and the
Covered Images shall apply to all of the Equipment If specified on the face page that the
Equipment is under a Fleet Coverage Plan, the maintenance term for all Equipment under this
Agreement shall be the same as the maintenance term for all listed items If the Equipment is
under an Aggregate Coverage Plan, the Covered Images shall apply to all of the Equipment,
on an aggregated basis, for so long as the maintenance term for all such listed items
continues.
(d) Unless otherwise indicated on the face page, you authorize CSA to use networked
features of the Equipment including imageWARE Remote to receive software updates, activate
features/new licenses and/or 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.
(e) You agree to provide meter readings to CSA, if applicable, in accordance with the meter
read option selected and CSA's normal procedures. If you selected CSA's eManage website,
you shall complete CSA's registration process governing access to and use of such website.
CSA may change your meter read options from time to time upon 60 days notice. If CSA does
not receive timely meter readings from you, you agree to pay invoices that reflect CSA's
estimates of meter readings. CSA reserves the right to venfy 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. CSA shall provide all routine preventive maintenance and
emergency service necessary to keep the Equipment in good working order in accordance with
this Agreement and CSA's normal practice Such service shall be performed during CSA's local
regular business hours (8:30 A.M. to 5.00 P.M. Monday through Friday, except holidays). (a)
You shall afford CSA reasonable access to the Equipment to perform on -site service. CSA
may terminate its maintenance obligations as to any Equipment if you relocate it to a site
outside CSA's service territory. If, in CSA's opinion, any Equipment cannot be maintained in
good working order through CSA's routine maintenance services, CSA 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 CSA in connection with maintenance services hereunder
shall become the property of CSA and you disclaim any interest therein
(b) CSA shall make available to you from time to time and at prevailing prices rf 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 CSA by suppliers of the Software CSA 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 CSA is not the 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 CSA's 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 CSA and which cause abnormally frequent service calls or service
problems, service performed by personnel other than CSA 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; (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 CSA's regular business
hours; or (f) repair of any network/system connection device, except when listed on face page.
5. DATA. You acknowledge that the hard drive(s) on the Equipment,including attached
devices,may retain images,content or other data dunng normal operation of the
Equipment("Data") 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: (i) your compliance with applicable law
and legal requirements pertaining to data privacy, security, retention and protection, and
(ii) all decisions related to erasing or overwriting Data. Without limiting the foregoing, you
should, (a) enable the Hard Disk Dnve (HDD) data erase functionality that is a standard
feature on certain Equipment and/or (b) prior to return or other disposition of the
Equipment, utilize the Hard Disk Dnve (HDD) (or comparable) formatting function (which
may be referred to as "Initialized All Data/Settings" function) if found on the Equipment to
perform a one pass overwrite of Data or, if you have higher security requirements, you
may purchase from CSA at current rates an available option for the Equipment, which
may include (x) an HDD Data Encryption Kit option which disguises information before it
is written to the hard drive using encryption algonthms, (y) a HDD Data Erase Kit that
can perform up to a 3 -pass overwrite of Data (for Equipment not containing data erase
functionality as a standard feature), or (z) a replacement hard drive (in which case you
should properly destroy the replaced hard drive) The terms of this Section 5 shall solely
govern as to Data, notwithstanding that any provisions of this Agreement or any separate
confidentiality or data secunty or other agreement now or hereafter entered into between
you and CSA could be construed to apply to Data.
6. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY. CSA
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 CSA.
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 CSA SHALL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY
DAMAGE EXCEPT TO THE EXTENT CAUSED BY CSA'S NEGLIGENCE OR WILLFUL
MISCONDUCT CSA 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 CSA HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
7. 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. CSA may withhold service under this Agreement in whole or in part until any
delinquent payment is received by CSA. CSA may terminate this Agreement in whole or
in part upon your default with thirty (30) days notice to you, unless such default is 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 CSA. In the event of
your default, CSA may, without limiting its other nghts 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 an early termination fee equal to three (3)
times the average monthly billing to date and any excess toner charges per Section 2(b).
You agree that such charges are reasonable liquidated damages for loss of bargain and
not a penalty
8. 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 CSA, 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
BETWEEN THE PARTIES HERETO, OTHER THAN ONE SEEKING PAYMENT OF
AMOUNTS DUE HEREUNDER, SHALL BE COMMENCED, IF AT ALL, WITHIN ONE
(1) YEAR OF THE DATE THAT THE CLAIM ACCRUES THE PARTIES
IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN
THEM
9. ENTIRE AGREEMENT. This Agreement shall be binding upon your signature and
upon the installation of the Equipment by CSA 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 furnishing of maintenance service for the
Equipment, superseding all previous proposals and agreements, oral or written. All
provisions of this Agreement including Section 5, which by their nature can be construed
to survive the expiration or termination of the Agreement shall so survive 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
onginal of this Agreement shall be binding upon CSA 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 CSA. 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 CSA's prior written
consent, and any attempted assignment without such consent shall be void You
expressly disclaim having relied upon any representation or statement concerning the
capability, condition, operation, performance or specifications of the Equipment and
Software, except to the extent set forth on the original of this Agreement. You agree that
CSA 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.
SER-023G March 2014 CSA
Customer Initials
Date S P '"l I 1
Canon
Canon Solutions America, Inc.
300 Commerce Square Blvd.
Burlington, NJ 08016
CANON SOLUTIONS AMERICA
Dear Valued Customer:
Phone: 800.815.4000
www.csa.canon.com
At your request, your account has been setup as "Purchase Order Required" for all
purchase transactions with our company. In honoring that request, we now require a
new purchase order for the subsequent duration of your Canon Solutions America
Service Agreement.
Enclosed is a copy of the agreement, detailing the specific equipment covered and the
terms and conditions of the agreement. When completing your Purchase Order, please
include the specific equipment covered, the contract duration, duration charge, and the
specific payment terms. If applicable, also include covered copy volume and over copy
charges.
Your immediate reply to this request will avoid any unecessary service lapse of our
agreement and will allow you to continue your coverage without any interruptions.
Please promptly forward your completed Purchase Order to our attention prior to the
conclusion of your current term.
Sincerely,
Katelyn Watson
Contract Representative
Canon Solutions America
Tel: 609-699-4651
Fax: 609-239-3456
Email: kwatson@csa.canon.com
A Canon U.S.A. Company
TRANSMISSION VERIFICATION REPORT
TIME : 06/02/2014 16:08
NAME : CLERKS OFFICE
FAX : 3053658914
TEL : 3053655506
SER.# : 000E2N383089
DATE, TIME
FAX NO./NAME
DURATION
PAGE(S)
RESULT
MODE
06102 16:06
16092393456
00:01:45
03
OK
STANDARD
ECM
DATE:
TO:
COMPANY NAME:
FAX NUMBER:
FROM:
Village of Key Biscayne
Office of the Village Clerk
88 West McIntyre Street
Key Biscayne, Florida 33149
Telephone: (305) 3655506 • Fax:(305) 365-8914
Internet: http://www.keybiscayne.fl.gov
FAX TRANSMITTAL SHEET
‘/at/ice
gc•-x)04) ‘27i2E,-.}?„4
6oy'Y _.3({6-a
Village Council
Franklin, K Caplan, Nlnyor
Michael W. Davey, Vace Mayor
Thcodorc J. Holloway
Michael E. Kelly
Mayra P. Lindsay
Ed London
.Tames . Taintor
Village Clerk
Conchita H. Alvarez, MMC
-rnrr A r MT TAR -Pt} fhb D A (:PC" 3 /MCI T TT)TNCT CTIV T-TPFT)
Purchase Order 653
Order Date 5/29/2014
Issued To:
Village of Key Biscayne
88 West McIntyre Street
Suite 210
Key Biscayne, FL 33149
Canon Solutions America, Inc.
Contract Administration Department
300 Commerce Square Boulevard
Burlington, NJ 08016
Ship To:
Village of Key Biscayne
Village Clerk
88 West McIntyre Street
Suite 210
Key Biscayne, FL 33149
QTY
Description
Price
Amount
1
Contract 977836-IR5000 MPL40610 6/5/14-6/04/15 Overage 0.023805
$0.01
$0.01
Total:
$0.01
Please reference PO number on all correspondence
AuthorizldSignature
Page 1
Date