2011/07/01 Toshiba Business Solutions FY11/12 Maintenance Contract F+ M, 6 aCONTRACT
F t 'kr rir C
BUSINESS SOLUTIONS MA= 1 m O O
CUSTOMER NUMBER EFFECTIVE DATE
Sales Representative: TOM CHARLES 774692 7/1/2011
Customer agrees to purchase and Toshiba Business Solutions agrees to provide parts, labor, ink, toner, and toner collection containers (the "Maintenance
Services")for the equipment listed below in accordance with the terms and conditions of this contract. The Maintenance Services exclude paper, staples and all
other parts and services listed under the Exclusion section on page two of the contract. A Connectivity & Security Options Agreement must be attached and
executed for Network Integration Support.
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Customer Name: City of Menifee Bill to Number:
Billing Address: 29714 Haun Rd# Phone 951-672-6777 Ext. Fax#: 951-679-3843
Address 2: Contact: Terri Willoughby Customer PO#:
City: Menifee State: Ca zip: 92586 entail: twillou hb @cit ofinenifee.us
• � .
LOCATION INFORMATION (if different from above
Ship to Name
Ship to Number:
Shipping Address: Phone#: Ext.
-
City:
State; Zip: Fax#: Term:
Contact: - — - - ---
'entail: Delivery Date: Ship:
EQUIPMENT PRODUCT NUMBER ID# SERIAL NUMBER START METER
eStudio5520CT es5520ct 110933 CSB911704
eStudio4520c es4520c 110932 CAL813790
Invoice Customer Address Location is This Contract w ill begin on the date of July 1,2011,end June 30,2012
f' Invoice Equipment Location C" This Contract w ill begin after a -day warranty period.
TRANSACTION
This contract will bill a minimum charge of $3,366.00 Invoiced: i" Mthly �� Qrtly Consolidated
- -
Charge Includes. 78,000 Black Clicks Excess Black Click Charge: $ 0.00850 Mtniy i Qrtly Minimums r
-- -Charge Includes: - --- -
9 51,000 Color Clicks-Excess Color Click Charge: $ 0.05300 t' Mthly t: Qrtly _ _ Contract Term in
-- - - - --
Charge Includes: Unlimited Scan Clicks-Excess Scan Click Charge: r My (+ Qrtl Months12
PEl Customer is declining maintenance on the equipment listed above.
ted Name: -
Title. Date: --I Signature:
ACCEPTANCE
THE TERMS AND CONDITIONS HEREOF ARE PART OF THIS SERVICE AGREEMENT. BY SIGNING THIS CONTRACT, THE CUSTOMER
ACKNOWLEDGES THAT THEY HAVE READ AND UNDERSTAND THESE TERMS.
Customer agrees to pay the Minimum Payment per transaction terms, plus any Excess Per Click Charges for the term of this Contract. When this Contract is
signed by Customer and TBS, it shall constitute a binding contract and is non-cancelable. You hereby acknowledge and agree that your electronic signature
below shall constitute an enforceable and original signature for all purposes.
Customer: City of Menifee Toshiba Business Solutions CA/NV
Printed Name:4,1V i -c t Printed Name:
Signatur Signature:
-- - -- �` I Date: r�/ �/— Title:
Title: / ae:_5 :Date:
TERMS r CONDITIONS(CONTINUED)
1.ACCEPTANCE.This Contract shall not be effective unless signed by the authorized TBS representative(Effective Date)within 30 days from the Customer's signing of this Contract.
2.TERM. This Contract will remain in force for one(1)year from the Effective Date(Renewal Date)and will then be automatically renewed for annual period(s)unless either party provides notice of termination within thirty(30)days from the
Renewal Date. For each piece of equipment under this Contract there will be a Start Date&Start Meter which is shown on the face of this Contract. Service for each piece of equipment will be provided from the Start Date&Start Meter until this
Contract is terminated or the equipment is withdrawn from the service.
Customer may withdraw individual equipment by providing thirty(30)day written notice prior to the Renewal Date. Customer is responsible for all remaining Minimum Payments if Customer is in default or if equipment is withdrawn prior to
Renewal Date
3.SERVICE AVAILABILITY.TBS will provide service during TBS's normal service hours while the equipment is located within TBS's designated service area, Service outside TBS's designated area,if available and accepted by TBS is subject
to a Trip Charge which shall be based on reasonable travel expense for TBS's personnel. It is the responsibility of the Customer to notify TBS prior to relocating equipment.
The service to keep the equipment in or restore the equipment to good working order includes Emergency Service Calls and Periodic Maintenance(PM's) PM's may be performed during the course of an Emergency Service Call and are
based upon the specific needs of the individual equipment as determined by TBS. Maintenance will include lubrication,adjustments and replacement of maintenance parts deemed necessary by TBS. Maintenance parts will normally be either
new or equivalent to new in performance when installed in the equipment. Maintenance parts will be furnished on an exchange basis and the replaced parts become the property of TBS.Service provided under this Contract does not assure the
uninterrupted operation of the equipment.
If the Customer requests service to be performed at a time outside TBS's normal service hours,there will be no additional charge for maintenance parts,however,the service,if available,will be furnished at TBS's applicable hourly rates and
terms then in effect. Nothing herein shall be construed to require TBS to provide service outside its normal service hours and TBS hereby reserves the right to acceptor reject such requests.
In the event there is a substantial increase in the cost of fuel,Customer agrees to pay a fuel surcharge "Substantial"shall be defined as a 10%of more change over a six month period in the average national fuel cost as reported by the United
States Energy Information Administration. If there is a substantial decline in the cost of fuel,the fuel surcharge.if applied by TBS pursuant to this provision,may be decreased accordingly. The benchmark will be the national average fuel cost as
reported by the United States Energy Information Administration on the Effective Date of this Agreement.
4.NETWORK INTEGRATION SUPPORT. Support of print controllers and prinUscan enablers that permit the integration of the device onto a Customer's network is covered under the terms of a properly executed Connectivity&Security Options
Agreement.The Connectivity&Security Options Agreement is an amendment to this contract and must be attached and/or on file for this optional service support.
5.INVOICING-LATE CHARGES. The first Minimum Payment is due upon receipt of an invoice. Thereafter,Minimum Payments will be due on the same date each month during the Term of this Contract whether or not Customer receives an
invoice.Customer's obligation to pay the Minimum Payment is unconditional and is not subject to any reduction,set-off,defense,or counterclaim for any reason whatsoever. Excess Click Charge,if applicable,will be invoiced based on the billing
period selected on the face of this contract.
If any part of a payment is not made by the Customer when due,Customer agrees to pay TBS a Late Charge of the higher of$25 or two percent(2%)of each such late payment,but not more than permitted by law, Customer agrees to pay
TBS the Late Charge not later than one(1)month following the date of the original Minimum Payment.
6.USAGE. In return for the Minimum Payment,Customer is entitled to use the Minimum Number of Clicks each billing period. If Customer uses more than the Minimum Number of Clicks in any billing period,Customer will pay an additional
amount equal to the number of metered clicks exceeding the agreed Minimum Number of Clicks times the Excess Click Charge as shown on the face of this Contract. In no event shall the Customer be entitled to any refund or rebate of the
Minimum Payment if metered clicks result in less than the Minimum Number of Clicks in any billing period.
Customer will provide meter readings via an automated website when requested by TBS. TBS may estimate the number of clicks used if requested Meter Readings are not received before a new billing period begins. TBS will adjust the
estimated charge for Excess Clicks upon receipt of actual Meter Readings. Notwithstanding any adjustment,the Customer will never pay less than the Minimum Payment. TBS may charge a fee to recover the cost of meter collections if meters
are not submitted through the automated website.
The Minimum Payment,and Excess Click Charge are subject to increase each year during the Term of this Contract by an amount not to exceed fifteen percent(15%)of the Minimum Payment and Excess Click Charge in effect at the end of
the prior annual period.or the maximum percentage permitted by law,whichever is lower.
7.CONSUMABLE SUPPLIES. TBS agrees to furnish consumable supplies(ink,toner and toner collection containers)for the Term of the Contract. Customer is responsible for ordering supplies to assure ample time for delivery. TBS may
charge you a supply freight fee to cover our cost of shipping supplies to you.TBS will determine the number of supplies to be shipped based on the Minimum Number of Clicks and Excess Clicks metered. If TBS determines that the Customer
has used more than fifteen percent(15%)supplies than normal for the number of metered clicks,based on yields published by the manufacturer,Customer agrees to pay TBS's customary charges for all excess supplies.
All supplies delivered as part of this Contract remain the property of TBS until and unless they are consumed by the equipment in the performance of this Contract. Any supplies not consumed as specified and not surrendered to TBS upon
expiration or termination of this Contract will be invoiced to the Customer at TBS's then current prices. Customer agrees to provide insurance coverage for supplies in case of loss under any circumstances.Notwithstanding the foregoing.the risk
of loss of the consumable supplies shall be transferred from TBS to Customer if such consumable supplies are stored at Customer's facility.
8.TAXES. In addition to the charges due under this Contract,the Customer agrees to pay amounts equal to any taxes resulting from this Contract,or any activities hereunder,exclusive of taxes based upon net income.
9.INSTALLATION AND ACCESS TO EQUIPMENT. Customer agrees to provide adequate space,environment and appropriate electrical requirements including,if required,a dedicated 120 volt or 220 volt electrical line,as published in the
Operator and Service Manuals for the operation and maintenance of the equipment. If TBS has installed a power filter/surge protector on the equipment,it must at all times remain continuously installed. If it is removed Customer agrees to
purchase a replacement from TBS immediately.TBS shall have full and free access to the equipment to provide service thereon.
If persons other than TBS representatives install conversions,feature additions,accessories or perform service on equipment and as a result further repair by TBS is required,such repairs shall be made at TBS's applicable Time and Material
rates and terms then in effect. If such additional repair is required,TBS may immediately withdraw the equipment from this Contract.
10.KEY OPERATOR-END-USER TRAINING. Customer agrees to designate a Key Operator for training on the use,applications and features of the equipment. The Key Operator will be responsible for normal Key Operator activities as
detailed in the Operators Manual and for training additional end-users. If the Key Operator assignment changes Customer agrees to designate a new Key Operator immediately. TBS agrees to provide training for the designated Key Operator
and to provide initial training for end-users on the use,applications and features of the equipment.Additional training requested by Customer after thirty(30)days from Installation will be at TBS normal hourly rates.
11.EXCLUSIONS.Service under this Contract does not include;
(a)Furnishing paper,staples or replacement print heads;
(b)Service of equipment if moved outside of TBS's designated service area;
(c)Repair of damage or increase in service time caused by accident,misuse,negligence,abuse or disaster;
(d)Service of accessories,attachments or click control devices other than those of the same manufacturer as the equipment;
(e)Painting or refinishing of the equipment;
(f)Making specification changes;
(g)overhaul;when TBS determines an overhaul is necessary because normal repair and parts replacement cannot keep the equipment in satisfactory operating condition,TBS will submit a cost estimate to Customer and TBS will not commence
work until Customer has approved cost;
(h)Performing key operator functions as described in the operator manual,
(i)Moving equipment,repair of damage or increase in service time caused by the use of the equipment for other than the ordinary use for which designed;
0)Repair of damage caused by electrical surges or lightning strikes,if equipment is connected to a TBS supplied power filter/surge protector repairs will be included;
(k)Repair of damage or increase in service time caused by failure to continually provide a suitable installation environment as defined by the manufacturer,with all the facilities prescribed by TBS including,but not limited to,adequate space,
electrical power,air conditioning or humidity control.
(I)Repair of equipment that has been designated as obsolete by the manufacturer and genuine OEM parts are no longer available.
12.INDEMNITY AND DISCLAIMER. TBS shall not be responsible for any injuries,damages,penalties,claims or losses including legal expenses incurred by Customer or any other person caused by the installation,selection,ownership,
possession,maintenance,condition or use of the Equipment. Customer agrees to reimburse TBS for and to defend TBS against any claims for such losses.damages,penalties,claims,injuries or expenses. This indemnity shall continue even
after this Contract has expired.
IN NO EVENT WILL TBS BE LIABLE FOR LOST PROFITS,CONSEQUENTIAL,EXPECTANCY OR INDIRECT DAMAGES EVEN IF TBS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXECPT AS OTHERWISE SET FORTH HEREIN,TBS DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES,INCLUDING BUT NOT LIMITED TO,THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FORA
PARTICULAR PURPOSE,REPRESENTATION OR WARRANTY ARISING OUT OF USAGE AND TRADE,COURSE OR DEALING OR COURSE OR PERFORMANCE. EXCEPT AS PROVIDED HEREIN,THE PARTS AND SERVICES ARE
PROVIDED"AS IS."
13.GENERAL. Subject to the terms of the following paragraph,TBS may modify the terms and conditions of this Contract effective on the Renewal Date by providing the Customer with prior written notice.
Any such modification will apply unless the Customer withdraws the equipment affected by such modification from this Contract. Otherwise this Contract can only be modified by a written agreement duly signed by persons authorized to sign
contracts on behalf of the Customer and of TBS.Variance from the terms and conditions of this Contract in any Customer order or other written modification will be of no effect.
The Customer represents that the Customer is the owner of the equipment under this Contract,or,if not the owner,is the lessee or renter of the equipment.
This Contract is not assignable,its right,duties and obligations may not be assigned or transferred by the Customer without the prior written consent of TBS. Any attempt to assign or transfer any of the rights,duties or obligations of this
Contract without such consent is void.
TBS's service provided outside the scope of this Contract will be furnished at TBS's applicable time and material rates and terms then in effect.
TBS is not responsible for failure to render service due to causes beyond its control.
This Contract will be governed by the laws of the state where the Customer executed this Contract. If either party fails to comply with the terms and conditions of this Contract,the non-breaching party shall notify the breaching party in writing
using certified mail to the address on the face of this Contract. The breaching party shall have thirty(30)days to cure any breach of this Contract prior to the non-breaching party takes the legal action, No action,regardless of form,arising out of
this Contract may be brought by either party more than one year after the cause of action has arisen,or,in the case of non-payment,more than two years from the date of the last payment,
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