HomeMy WebLinkAboutCanon Maintenance Agreement (Clerk's Office) Canon
CANON SOWUTIONS AMERICA
300 COMMERCE SQUARE BLVD Page 1 of 1 REPRESENTATIVE ANONYMOUS
BURLINGTON,NJ 08016
800-613-2228 www.csa.canon.com MAINTENANCE AGREEMENT
Bill To: 1490510 Ship To: 1490510
CITY OF JEFFERSONVILLE INDIANA CITY OF JEFFERSONVILLE INDIANA
500 QUARTERMASTER CT STE 156 500 QUARTERMASTER CT STE 156
CITY CLERK CITY CLERK
JEFFERSONVILLE IN 47130-3672 JEFFERSONVILLE IN 47130-3672
United States United States
Contract# Billing Cycle Meter Cycle Start Date Expiration Date
1923026 Month Month 09/01/2023 08/31/2024
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 Serial Start Meter Covered From To Overage Base
Description Number Volume Overage Overage Rate Charge
Level Level per Image
IRADVC5240A RRD12243
MAINTENANCE COPIER SUPPLY 0 19.84
INCLUSIVE SERVICE PROGRAM
CLR USAGE 1 -- 0.164228
BW USAGE 1 ' -- 0.018274
I I
Payment Option: Total $ 19.84
Li P.O. Applicable taxes will be applied
P.O.Number:
h 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:
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 L.( g a, 6--1 I I Title l"tr/t Date _9//
CUSTOMER COPY
ADDITIONAL TERMS AND CONDITIONS
These are the additional terms and conditions referred to on the face page to which they are attached changes you made to your system configuration or network environment;(e)work which
(such face page, and any addendum(s) hereto, collectively with these terms and conditions, the you request to be performed outside of CSA's regular business hours;or(f)repair of any
"Agreement"). network/system connection device,except when listed on face page.
1.TERM. Maintenance under this Agreement shall start on the"Start Date"specified on the face 5. DATA. You acknowledge that the hard drive(s) on the Equipment, including attached
page hereof and shall renew for successive 12 month renewal terms unless either party gives written devices,may retain images,content or other data during normal operation of the Equipment
notice of non-renewal at least 30 days prior to the expiration of the then-current term(except that in ("Data")and that exposure or access to the Data by CSA,if any, is purely incidental to the
the case of image dependent service,the renewal terms shall be of the same duration as the initial services performed by CSA.Neither CSA nor any of their affiliates has an obligation to erase or
term).The renewal charges shall be reflected on the invoice for the first billing cycle of the renewal overwrite Data upon your return of the Equipment to CSA or any leasing company.You are
period. 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
2. CHARGES. Base charges shall be billed in advance and per image charges shall be billed in overwriting Data. Without limiting the foregoing, you should, (a)enable the Hard Disk Drive
arrears. For Long Sheet images over 38.4" the meter shall record a quantity of 2 images. For (HDD)data erase functionality that is a standard feature on certain Equipment and/or(b)prior to
Equipment designated as Corporate Advantage,the meter shall record a quantity of 2 images for any return or other disposition of the Equipment,utilize the Hard Disk Drive(HDD)(or comparable)
image produced on media wider than 8'/:".Invoices shall be due and payable within 30 days of the formatting function(which may be referred to as"Initialized All Data/Settings"function)if found
invoice date unless otherwise stated on the invoice.Applicable taxes shall be added to the charges.If on the Equipment to perform a one pass overwrite of Data or, if you have higher security
payments are late,CSA may charge you and you agree to pay,a late charge equal to five percent requirements, you may purchase from CSA at current rates an available option for the
(5%)of the amount due for each billing period or portion of a billing period such payment is delayed as Equipment, which may include (x) an HDD Data Encryption Kit option which disguises
reasonable collection fees,not to exceed the maximum amount permitted by law. information before it is written to the hard drive using encryption algorithms,(y)a HDD Data
(a) If image dependent service is selected, there shall be no per image charges; however, Erase Kit that can perform up to a 3-pass overwrite of Data(for Equipment not containing data
notwithstanding paragraph 1 above and 2(b)below,the then-current term shall terminate at the end of erase functionality as a standard feature),or(z)a replacement hard drive(in which case you
the number of months specified on the face page or on the date when the images made exceed the should properly destroy the replaced hard drive).The terms of this Section 5 shall solely govern
maximum covered images specified on the face page,whichever event occurs sooner. as to Data,notwithstanding that any provisions of this Agreement or any separate confidentiality
(b)Consumables inclusive and image dependent service includes replenishment of toner only(and or data security or other agreement now or hereafter entered into between you and CSA could
other consumables,but only if specified on the face page and applicable to the device).Toner is for be construed to apply to Data.
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 6.EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY.CSA EXPRESSLY
manufacturer specifications for conventional office image coverage,as determined by CSA,CSA may DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING IMPLIED WARRANTIES
invoice you for such excess usage.You may purchase additional toner from CSA if required during the OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE
term.You shall bear all risk of loss, theft or damage to unused consumables,which shall remain USE OR PERFORMANCE OF THE EQUIPMENT AND SOFTWARE OR ANY METER READ
CSA's property and shall be returned promptly upon termination of this Agreement.CSA may charge COLLECTION METHOD PROVIDED BY CSA. YOU EXPRESSLY ACKNOWLEDGE THAT
you a Supply Freight Fee to cover the cost of shipping supplies to you. THE FURNISHING OF MAINTENANCE SERVICE UNDER THIS AGREEMENT DOES NOT
(c)If you have selected the Fleet or Aggregate Coverage Plan,the Base Charge and the Covered ASSURE UNINTERRUPTED OPERATION AND USE OF THE EQUIPMENT,SOFTWARE OR
Images shall apply to all of the Equipment.If specified on the face page that the Equipment is under a METER COLLECTION METHODS.CSA SHALL NOT BE LIABLE FOR INJURY OR DAMAGE
Fleet Coverage Plan,the maintenance term for all Equipment under this Agreement shall be the same EXCEPT TO THE EXTENT CAUSED BY CSA'S NEGLIGENCE OR WILLFUL MISCONDUCT.
as the maintenance term for all listed items.If the Equipment is under an Aggregate Coverage Plan, CSA SHALL NOT BE LIABLE FOR EXPENDITURES FOR SUBSTITUTE EQUIPMENT OR
the Covered Images shall apply to all of the Equipment,on an aggregated basis,for so long as the SERVICES, LOSS OF REVENUE OR PROFIT, LOSS, CORRUPTION OR RELEASE OF
maintenance term for all such listed items continues. DATA,FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS,STORAGE CHARGES OR
(d)Unless otherwise indicated on the face page,you authorize CSA to use networked features of INCIDENTAL,SPECIAL,PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR
the Equipment including imageWARE Remote to receive software updates, activate features/new IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY ON
licenses and/or transmit use and service data accumulated by the Equipment over your network by WHICH THE CLAIM IS BASED AND EVEN IF CSA HAS BEEN ADVISED OF THE
means of an HTTPS protocol and to store, analyze and use such data for purposes related to POSSIBILITY OF SUCH DAMAGES..
servicing the Equipment and product improvement.
(e)You agree to provide meter readings to CSA,if applicable,in accordance with the meter read 7. DEFAULT. You shall be in default of this Agreement if you fail to perform any of your
option selected and CSA's normal procedures. If you selected the myCSA website, you, your obligations under this Agreement, including making prompt undisputed payments when due.
employees or agents shall complete CSA's registration process governing access to and use of such CSA may withhold service under this Agreement in whole or in part until any delinquent
website,and you agree to be bound by,and comply with its Terms of Use.CSA may change your payment is received by CSA.CSA may terminate this Agreement in whole or in part upon your
meter read options from time to time upon 60 days notice. If CSA does not receive timely meter default with thirty(30)days notice to you,unless such default is cured by you within the thirty
readings from you,you agree to pay invoices that reflect CSA's estimates of meter readings.CSA (30)day period.If an overdue payment is disputed in good faith within thirty(30)days after the
reserves the right to verify the accuracy of any meter readings from time to time,and to invoice you for due date thereof,you shall pay all undisputed amounts and promptly make a good faith effort to
any shortfall in the invoice for the next periodic billing cycle. resolve such dispute with CSA.In the event of your default,CSA may,without limiting its other
rights and remedies available under applicable law and this Agreement,require you to pay all
3. COVERED SERVICE. CSA shall provide all routine preventive maintenance and emergency charges then due but unpaid,including any applicable late charges,plus an early termination
service necessary to keep the Equipment in good working order in accordance with this Agreement fee equal to three(3)times the average monthly billing to date and any excess toner charges
and CSA's normal practice. Such service shall be performed during CSA's local regular business per Section 2(b).You agree that such charges are reasonable liquidated damages for loss of
hours(8:30 A.M.to 5:00 P.M.Monday through Friday,except holidays). bargain and not a penalty.
(a)You shall afford CSA reasonable and safe 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 8.GOVERNING LAW.THIS AGREEMENT AND ALL CLAIMS,DISPUTES AND CAUSES OF
CSA's service territory. If,in CSA's opinion,any Equipment cannot be maintained in good working ACTION RELATING THERETO, WHETHER SOUNDING IN CONTRACT, TORT OR
order through CSA's routine maintenance services,CSA may,at its option,(i)substitute comparable STATUTE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
Equipment or(ii)cancel any balance of the term of this Agreement as to such Equipment and refund LAWS OF THE STATE OF NEW YORK. YOU CONSENT TO THE EXCLUSIVE
the unearned portion of any prepaid charges hereunder.Parts or Equipment replaced or removed by JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE
CSA in connection with maintenance services hereunder shall become the property of CSA and you CITY OF NEW YORK UPON SERVICE OF PROCESS MADE IN ACCORDANCE WITH THE
disclaim any interest therein. APPLICABLE STATUTES AND RULES OF THE STATE OF NEW YORK OR THE UNITED
(b) CSA shall make available to you from time to time upgrades and bug fixes for the software STATES. ANY AND ALL SUITS YOU COMMENCE AGAINST CSA, WHETHER OR NOT
licensed as part of the Equipment("Embedded Software"),but:(i)only if such upgrades and bug fixes ARISING UNDER THIS AGREEMENT, SHALL BE BROUGHT ONLY IN THE STATE OR
are provided to CSA by the developers of such Embedded Software,(ii)availability of upgrades and FEDERAL COURTS LOCATED WITHIN THE CITY OF NEW YORK.YOU HEREBY WAIVE
bug fixes may be at additional charge,and(iii)installation of such upgrades and bug fixes by CSA if OBJECTIONS AS TO VENUE AND CONVENIENCE OF FORUM.ANY SUIT,OTHER THAN
requested by you shall be at additional charge.You are not required to use CSA for installation of any ONE SEEKING PAYMENT OF AMOUNTS DUE HEREUNDER,SHALL BE COMMENCED,IF
upgrades and bug fixes, but if installation is done by anyone other than CSA, CSA shall have no AT ALL,WITHIN ONE(1)YEAR OF THE DATE THAT THE CLAIM ACCRUES.THE PARTIES
responsibility for any performance or other issues that may result from such installation. CSA shall IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN THEM.
also use reasonable efforts to provide Level 1 support for the Embedded Software.Level 1 support
consists of(i) providing help-line telephone assistance in operating the Embedded Software and 9.ENTIRE AGREEMENT.This Agreement shall be binding upon your signature and upon the
identifying service problems and attempting to troubleshoot any such problems in the Embedded installation of the Equipment by CSA or commencement of the covered services if this
Software;(ii)escalating operating problems to the available developer of the Embedded Software as Agreement is for renewal of a prior maintenance agreement or for equipment previously
needed to rectify such problems,including facilitating contact between you and the developer of the installed.This Agreement constitutes the entire agreement between the parties with respect to
Embedded Software as necessary;and(iii)maintaining a log of such problems to assist in tracking the the furnishing of maintenance service for the Equipment,superseding all previous proposals
same. Embedded Software as used herein does not include separately-priced application software and agreements,oral or written.All provisions of this Agreement including Section 5,which by
supplied by CSA to you under any separate acquisition agreement, and support therefor shall be their nature can be construed to survive the expiration or termination of the Agreement shall so
solely governed by the provisions thereof. 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
4.NON-COVERED SERVICE.The following services,and any other work beyond the scope Agreement shall be deemed null and void.No representation or statement not contained on the
of this Agreement,shall be invoiced in accordance with CSA's then current labor, parts and original of this Agreement shall be binding upon CSA as a warranty or otherwise,nor shall this
supply charges:(a)replacement of any consumable supply item not provided as part of toner Agreement be modified or amended except by a writing signed by both you and a designated
inclusive service identified on the face page, including, without limitation, paper, toner, ink, representative of CSA. If a court finds any provision of this Agreement(or part thereof)to be
waste containers, fuser oil, staples, other media, print heads and puncher dies; (b)repairs unenforceable,the remaining provisions of this Agreement shall remain in full force and effect.
necessitated by factors other than normal use including, without limitation, any willful act, This Agreement shall not be assignable by you without CSA's prior written consent,and any
negligence,abuse or misuse of the Equipment;the use of parts,supplies or software which are attempted assignment without such consent shall be void.You expressly disclaim having relied
not supplied by CSA and which cause abnormally frequent service calls or service problems; upon any representation or statement concerning the capability, condition, operation,
service performed by personnel other than CSA personnel; accident; use of the Equipment performance or specifications of the Equipment and Software,except to the extent set forth on
with non-compatible hardware or software components; electrical power malfunction or 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
heating,cooling or humidity ambient conditions;(c)de-installation,re-installation or relocation original for all purposes.
of Equipment;(d)repairs to or realignment of Equipment,and related training,necessitated by
SER-023G July 2019 CSA Customer Initials Date