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HomeMy WebLinkAbout2099(a) PBA 18/19-39 Copiers - Axsa Imaging - attachment to 2099Os AlVFORD FINANCE DEPARTMENT i PURCHASING DEPARTMENT TRANSMI'T'TAL MEMORANDUM To: City Clerk/Mayor RE: PBA 18/19-39 Copiers-Axsa Imaging The item(s) noted below is/are attached and forwarded to your office for the following action(s): ❑ Development Order ❑ Mayor's signature ❑ Final Plat (original mylars) ❑ Recording ❑ Letter of Credit ❑ Rendering ❑ Maintenance Bond ® Safe keeping (Vault) ❑ Ordinance ❑ Deputy City Manager ❑ Performance Bond ❑ Payment Bond ❑ Resolution ❑ City Manager Signature ❑ ❑ City Clerk Attest/Signature ❑ City Attorney/Signature Once completed, please: ❑ Return originals to Purchasing- Department ❑ Return copies El Special Instructions Combine with agreement Li,vwL., e y 6ojadbz.i je v- 1/27/2020 From Date SharePoint_Finance_Purchasing_Forms - 2018.doc Amendment to Equipment Lease Agreement Equipment Lease Agreement No: 450-9696562-001 (the "Agreement") Lessee: SANFORD, CITY OF ("Lessee") Amendment Reference No: 450-9696562-003 (the "Amendment") This Amendment is entered into by and between Lessee and Visual Edge Inc dba Axsa Imaging Solutions ("Lessor'). All capitalized words used but not defined in this Amendment will have the meaning given to them in the Agreement. 1. INCORPORATION AND EFFECT. This Amendment is hereby made a part of, and incorporated into, the Agreement as though fully set forth therein. As modified or supplemented by the terms set forth herein, the provisions of the Agreement shall remain in full force and effect, provided that, in the event of a conflict between any provision of this Amendment and any provision of the Agreement, the provision of this Amendment shall control. 2. ADDITIONAL EQUIPMENT (if any). If any equipment is listed below in this Section or in any "Attached Equipment Schedule" listing "Additional Equipment", then this Section is part of the Amendment and Lessee hereby agrees to lease from Lessor, in addition to the Equipment referenced in the Agreement that is not Removed Equipment (as defined below), such additional equipment (together with all existing and future accessories, attachments, replacements, replacement parts, substitutions, additions, and repairs thereto, the "Additional Equipment") upon the terms and conditions stated herein and in the Agreement. Such Additional Equipment shall, as of the Amendment Effective Date (as defined below), be deemed to be "Equipment" as defined in the Agreement. Lessee hereby unconditionally represents and warrants to Lessor that (i) the Additional Equipment will be used solely for commercial purposes and not for personal, family or household purposes, (ll) all of the Additional Equipment has been fully delivered and installed at Lessee's place of business, is operating in good working order, meets all of Lessee's requirements, and is hereby irrevocably accepted by Lessee, (iii) there are no related side agreements between Lessee and any third party relating to the Additional Equipment, and (iv) no cancellation rights have been granted to Lessee relating to the Additional Equipment, this Amendment or the Agreement. Equipment Information: Equipment Location (if different than current Equipment Location): ❑ See Attached Equipment Schedule Quantity Equipment MFG Model & Serial Number Quantity Equipment MFG Model & Serial Number 1 HP PageWide Managed Color Flow MFP E77650z 3. REMOVED EQUIPMENT (if any). If any equipment is listed below in this Section or in any "Attached Equipment Schedule" listing "Removed Equipment", then this Section is part of the Amendment and Lessee agrees that such items of Equipment are removed from the Agreement and, as of the Amendment Effective Date, shall not be deemed to be "Equipment" as defined in the Agreement. Removed Equipment Information: ❑ See Attached Equipment Schedule Quantity I Equipment MFG Model & Serial Number I Quantity I Equipment MFG Model & Serial Number 4. DOCUMENT FEE; NEW LEASE PAYMENT. Lessee agrees to pay to Lessor a Document Fee for this Amendment in the amount of $75.00. The new periodic Lease Payment due under the Agreement, as of the Amendment Effective Date, shall be the amount set forth below, which Lease Payment is in addition to applicable taxes and other charges provided in the Agreement. New Total Lease Payment: The amount below is your new TOTAL Lease Payment for the Agreement (for all Equipment (including any Equipment previously leased under the Agreement, under any prior Amendment, and any Additional Equipment (if any) listed in this Amendment, and excluding any Removed Equipment (if any) listed in this Amendment). Lease Payment*: $ (*plus applicable taxes) Additional Payment attributable to Additional Equipment: The Additional Payment shown below is ONLY for the Additional Equipment added pursuant to Section 2 of this Amendment. Your new TOTAL Lease Payment for the Agreement is the SUM of this Additional Payment plus your current Lease Payment under the Agreement. This Section cannot be used if any Equipment is removed pursuant to Section 3 of this Amendment, and the "New Total Lease Payment" Section must be used. Additional Payment*: $ 378.30 (*plus applicable taxes) S. REMAINING AGREEMENT TERM. There shall be no change to the remaining Term of the Agreement. The termination date of this Amendment is coterminous with the termination date of the Agreement. 6. MISCELLANEOUS. This Amendment is binding on Lessee as of the date it is signed by Lessee. This Amendment will take effect on the date that it is accepted by Lessor or any later date that Lessor designates (the "Amendment Effective Date'). This Amendment, together with the provisions of the Agreement not expressly inconsistent herewith, constitutes the entire agreement between the parties with respect to the matters addressed herein, and shall supersede all prior oral or written negotiations, understandings and commitments regarding such matters. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall be deemed to constitute one and the same agreement. Lessee acknowledges having received a copy of this Amendment and agrees that a facsimile or other copy containing Lessee's faxed, copied or electronically transmitted signature may be treated as an original and will be admissible as evidence of this Amendment. Lessee (identified above): Visual Edge Inc dba Axsa Imaging Solutions Lessor (identified abov ): City of Sanford By: Date: _ / _ / _ By: 11 5 C` Print name: Title: Pnnt name: Date: Title: n 16999553 v4 ELA (PL 200) Amendment (09/03/19) Page 1 of 1 a sa imaging solutions A Visual Edge Technology Company SALESISERVICE AGREEMENT 2100 NORTH RONALD REAGAN BLVD. SUITE 1044 LONGWOOD, FL 32750 407-679-6393 KYOCERa Lexmark INSTALLATION ADDRESS Client: City of Sanford Address: 300 North Park Avenue City/State: Sanford, FL Zip: 32771 Phone No: 407-688-5024 Fax: Contact: Bob Keegan Email Address: bob.keegan@sanfordfl.gov Deal #: Sales Professional: Rachel Fisk PO#: Sales Order Date: 1/1412021 BILLING ADDRESS Client: On file Address: City/State: Zip: Phone No: Fax: A/R Contact: Email Address: „Serial Number 1 HP PageWide E77650zs - New Color Print/Copy/Scan/Fax with 2) paper trays $181.30 $ 181.30 on stand for Monroe Hall (includes stapler) $ - 1 HP PageWide E77650z - New Color Print/Copy/Scan/Fax with 2) paper trays $ 197.00 $ 197.00 on stand for new Building Department downstairs $ - Includes professional delivery, setup & installation $ - Includes RFID card reader, PaperCut licenses and support for full integration $ _ into existing fleet. $ - Pricing referenced is monthly and based upon coterminus lease add-on to $ _ existing Wells Fargo lease number 450-9696562-001 - must be installed by 1/31/21 $ _ Equipment will be added to existing service contract No. AXA-WC16161-01 $ _ All existing service contract rates and terms still apply - see addendum for details. AlloviancL Service Agreement injage Charge Additional See Service Addendum for details Charge $ _ Price $0.00 $0.00 $0.00 B/W CLR Model . TRADE SCN Order Amount: Supply Total: $ 378.30 Tax: 0.0% SEE SCHEDULE A for Additional Equipment and/or SALES ORDER ADDENDUM FOR SPECIAL INSTRUCTIONS Less Trade In: Total: $ 378.30 THIS ORDER IS SUBJECT TO THE TERMS AND CONDITIONS APPEARING HEREON AND ON THE REVERSE SIDE HEREOF, AND BUYER AGREES TO BE BOUND THEREBY. NO MODIFICATIONS OR ADDITIONS THERETO SHALL BE BINDING UPON SELLER UNLESS EXPRESSLY CONSENTED TO IN WRITING BY AN OFFICER OF THE CORPORATION AND THERE ARE NO ORAL OR WRITTEN UNDERSTANDINGS, REPRESENTATIONS OR WARRANTIES AFFECTING THISAGREEMENT. Delivery: Included NET DUE: Signature Print Client Name & Title: Client Authorized Signature: Sales Professional Signature: AXSA Authorized Signature: Date: Date: Date: TERMS 81: CONDITIONS APPEAR ON THE REVERSE SIDE OF THIS ORDER EQUIPMENT ORDER/SERVICE AGREEMENT TERMS & CONDITIONS Definitions -The following terms are defined for purposes of the Maintance Contract 1) Agreement —this Sales/Maintenance Contract. 2) Client — the person who Is the purchaser, owner or party in possession of Equipment. 3) AXSA - AXSA Imaging Solutions. 4) Consumable/Supply— any item which is consumed in the process of making copies or prints in Equipment, for example: toner, developer, etc. 5) Equipment — Copier, Facsimile, Printer, Scanner and options specified on page 1 of this Agreement 6) Effective Date—the date, which this agreement is accepted, and AXSA will begin maintenance coverage. 7) Part—any assembly, component or device contained in Equipment which does not have predetermined life expectancy and which is not ordinarily replaced on a prearranged schedule, for example; switch, seal, electronic components, etc. EQUIPMENT PURCHASE/LEASE TERMS AND CONDITIONS 1) Purchaser agrees to purchase or lease items described above in accordance with the terms hereof. 2) Purchaser shall execute any documents and take any action necessary to complete any tease transaction described above and acknowledges that the lessor of the equipment maybe a third party leasing company. 3) This order is effective and binding only when read and accepted byAXSA. 4) Client assumes all responsibility if equipment is not operated under manufacturer specifications. MAINTENANCE CONTRACT TERMS AND CONDITIONS AXSA's responsibility —During the terms of this agreement AXSA will: A) Provide maintenance, cleaning and lubrication of the Equipment as reasonably requested by Client, during our regularly scheduled business hours (8:00 a.m. to 5:00 p -m. Monday— Friday). B) Replace any items as indicated in coverage section of the Agreement in Equipment, which have failed through normal use and which are necessary for proper operation or maintenance of the Equipment. Client's Responsibility — During the terms of this agreement the Client will: A) Promptly notify AXSA service department of any problems or malfunctions with the Equipment and cease usage if so advised by AXSA until corrections are made. B) Provide suitable personnel for special key operator training in order to promote better equipment performance and inform AXSA when anew key operator is appointed. C) Provide electrical service, working areas and environmental conditions suitable for normal operations of Equipment as specified by equipment manufacturer. D) Provide access to AXSA personnel to clean, inspect, service, repair or make alterations to Equipment at anytime during AXSA's normal business hours. E) Provide AXSA with true and accurate meter readings as reasonably requested, failure to provide meter reading when requested authorizes AXSA to send a technician onsite to collect the current reading for a $25 onsite charge F) Use only those Parts, and Supplies provided or approved by AXSA. Approval shall be based upon generally accepted industry and manufacturers standards. G) Inform AXSA of any change in business location and assume responsibility for damage incurred as a result of changing the location of the Equipment. H) Pay all invoices within 30 days of issuance. 1) The Client shall pay all reasonable, collections and attorneys' fees incurred by AXSA to collect any sum due hereunder to enforce any of its right under this Agreement. 1) Non-payment of invoices may result in AXSA withholding services under this contract K) Pay any applicable tax now or hereafter assessed, levied, or imposed by any federal, state or local authority. Term and Rate —A) The term of the Agreement shall be for the length of the lease or otherwise provided on the front of this Agreement B) At end of term, this agreement shall automatically be extended for successive one (1) year periods and/or conditions set forth on the front of this Agreement, unless either party provides written notice 90 days prior date of its intent not to extend. Q AXSA may increase the rate up to 15% on or around the annual anniversary date of this contract. D) Billing after annual anniversary will reflect change in rate and payment of invoice shall be considered acceptance of the new contract rates. E) No refunds will be given if the contract is voided due to the limitations stated below, misuse, non-use of Equipment, or non-payment F) Payment of maintenance is due in advance of the coverage period. If client does not pay, AXSA may refuse to continue service or furnish service on a C.O.D. "per call" basis. G) Maintenance contracts are subject to applicable sales tax. Additional Charges— Below are charges for which the Client will be responsible: A) Overnight shipping charges will be billed to the Client for all parts and/or supplies processed. B) If at any time there is a break in coverage of over thirty (30) days, an inspection fee and service call charges, if applicable, will be charged before equipment can be re-established under an Agreement. Awritten estimate of the service call charges will be given to the Client before any work is performed. C) Moving Equipmentto anew location will be billed at AXSA's stated or current service rates. D) Repairs to Equipment caused by misuse, environment issues, and electrical issues or due to non -normal usage will be billed at AXSXs stated price for parts and prevailing service rates. E) A $5 monthly delivery fee will be billed on service agreements that include consumables at no charge. Limitations — this Agreement shall not apply to: l) Servicing Equipment located in an unsafe or hazardous environment, as determined by AXSA. 2) Painting or refinishing Equipment or furnishing materials for such purpose. 3) AXSA shall not be responsible for parts and/or labor on Equipment, which needs overall or refurbishment, as deemed necessary by AXSA. 4) AXSA shall not be responsible for parts and/or labor on Equipment, which has been operated above the manufacturers stated usage ratings for copies/prints per cycle. 5) Electrical work external to Equipment. 6) Repairs necessitated by atmospheric conditions not suitable for normal office work, repairs due to deviations in electrical power supply due to ungrounded or unshielded electrical outlets, acts of God, water damage, neglect, theft, vandalism, fire or moving Equipment, unless moved by AXSA personnel. 7) Repairs necessitated by the servicing of the Equipment by any person not authorized by AXSA to provide service. 8) Repairs necessitated by the use of non - approved Supplies or Consumables. 9) Repairs necessitated by the improper performance of operators whether or not such operators were trained by AXSA. 10) Servicing Equipment that is moved outside the geographic area covered by AXSA. DISCLAIMER & INDEMNIFICATION: —AXSA EXPRESSLY DISCLAIMS ANY DUTY AS AN INSURER OFTHE EQUIPMENT AND MAKES NO WARRANTIES WHATSOEVER UNDER THIS AGREEMENT CONCERNING THE EQUIPMENT'S PERFORMANCE INCLUDING WARRANTIES OF MECHANTABILTTY OR FITNESS FOR A PARTICULAR PURPOSE AXSA WILL NOT BE LIABLE FOR MONETARY DAMAGES OFANY KIND, DIRECT INDIRECT OR CONSEQUENTIAL FOR ANY LOSS BYTHE CLIENT AS A RESULT OF THE AGREEMENT EVEN IF AXSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR EQUIPMENT MAINTENANCE AGREEMENT, AXSA WILL BE RESPONSIBLE FOR PROVIDING ONLY THAT SERVICE WHICH IS REASONABLE, NORMAL AND PRACTICAL AND ONLY THAT SERVICE WHICH IS IN ACCORDANCE WITH THE MANUFACTURER'S SPECIFICATIONS AND RECOMMENDATIONS. It is understood that CLIENT shall indemnify and hold AXSA all affiliates subsidiaries divisions it's employees and agents harmless from any and all claims. losses or damages caused directly or indirectly by AXSA In Performance of tasks as they relate to any services for; hardware software and/or, firmware installations and/or any issues modifications/updates/repairs and installations. AXSA fully understands that CLIENT is prepared based upon representations made in this Agreement to grant AXSA access to the computers/network and AXSA agrees that it shall use good iudgment and performance of the indicated tasks. Solutions CONNECT TERMS AND CONDITIONS The term is understood by client and authorizes AXSA as stated on the face of and within this document unless notified in writing and authorized by an officer of AXSA is only for onetime, on-site installation and Network Administrator Training and is only valid only, on the day of installation Printer -Standard Installation a Configure up to (5) PCs and (1) Server to print to (1) device MFP or Printer- Premium Installation a Configure up to (5) PCs and (1) Server to print to (1) device a Configure up to (5) PC's or (1) Server for (SMB) Scan -To -Folder and Configure (1) MFP device for Scan -To - Email with (5) users in the address book a Configure up to (5) PCs for Desktop Faxing wide Format Premium Installation a Configure (5) PC's and (1) Server to print and scan with Manufacturer's applicable software programs. Client's Responsibilities: a Coordinate with AXSA for delivery of equipment a Provide proper power, network connectivity and fax fine o Have Network Administrator on-site forthe day ofthe install. a Backup all Servers & Workstations data. a Have all Servers & Workstations in good working order. a Have Domain & Local Administrator user name and password o Pre -Configure Network Shares & Security • Authorize the installation of ICE (Information Collection Engine) software for reporting meters, supply and Service alerts. Solutions Connect Agreement: This agreement shalt not apply to any system failures resulting in whole or part from accident, abuse, misuse, theft, neglect, computer viruses, acts of third parties, fire, water, excess heat or cold, casualty, or any other natural force, and any loss or damage occurring from uncontrollable circumstances. AXSA or its affiliates may withhold service or support or terminate this agreement if client fails to comply with any of the items or conditions of this agreement, or is thirty days past due on any AXSA invoice. This Agreement is not transferable, nor refundable. Any assistance and/orsupport required to resolve issues related to installation services including but not limited to; software, ICE, training, drivers, scanning, faxing and/or networking, after the initial installation day, will subject client to additional fees at our current, support rate of $215.00 per hour or then current rate plus all travel expenses. Exceptions to Solutions Connect Agreement: 1) This agreements does not include coverage of manufacturer and/or third party software support or cabling issues not listed unless mutually agreed upon in writing by Client and authorized by an officer of AXSA_ 2) AXSA is not responsible for any software licensing issue. 3) Performance of normal operator functions, System(s) backups, virus scans and network security are the responsibility of the client Assignment —The Client without the express written consent of AXSA, which will not be unreasonably withheld, may not assign this agreement. The Client will assume full responsibility to inform any proposed assignee of the price, rates, terms and conditions of this Agreement and of the results of transfer of title, ownership, or possession of the Equipment Entire Agreement — This Agreement contains the entire sales/service agreement between the parties and no persons are authorized to modify any of the terms and conditions contained herein. Authorized AXSA personnel only, may modify this agreement in writing and must be authorized by an officer of AXSA Initials a oma 2100 N. Ronald Reagan Blvd Suite 1044 -� Longwood, FL 32750 imaging solutions 407-679-6393 / 1-800-564-2972 A Visual Edge Technology Company FAX: 407-679-0752 Service & Supplies Maintenance Agreement Addendum For the purpose of maintaining the equipment listed below in efficient operating condition, it will be added to our existing service & supplies maintenance contract at the below pricing as of time of install and/or signing: Current Contract Number: AXA-WC16161-01 Company Name: City of Sanford Effective Date: TBD upon installation p Make: BP Model: PageWide E77650zs Serial Number: Make: BP Model: PageWide E77650z Serial Number: Additional Monthly Amount: N/A — will be added to existing contract and billed at existing rates All terms, provisions, and pricing as a time of original service contract signing remain in effect. Customer Signature & Date AXSA Representative Customer Name imaging solutions A Visual Edge Technology Company INSTALLAT10N AnnaGcc City of Sanford 300 North Park Avenue SALES/SERVICE AGREEMENT 2100 NORTH RONALD REAGAN BLVD. SUITE 1044 LONGWOOD, FL 32750 407-679-6393 11-'' KHOCEU A, Lexmark' City/State: Sanford, FL Zip: 32771 Phone No: 407-688-5024 Fax: Contact: Bob Keegan Email Address: bob.keegan@sanfordR.gov I ­­ — i I I 7 HP PageWide E77650zs - New Color PnnUCopy/Scan/Fax with 2) paper trays on stand for Monroe Hall (includes stapler) 5187 -io $ 181.30 1 HP PageWide E77650z -New Color PrinUCopy/Scan/Fax with 2) paper trays S 197 00 $ 197.00 on stand for new Building Department downstairs 5 Includes professional delivery, setup &installation $ - Includes RFID card reader. PaperCut licenses and support for full integration S into existing fleet. $ Pricing referenced is monthly and based upon coterminus lease add-on to S existing Well Fargo lease number 450-9696562-001 - must be installed by 1/31/21 S Equipment will be added to existing service contract No. AXA-WC16161-01 S All existingservice contract rates and terms still a I see addendum for details. S PPY- �::�::•-'/�. ilk: )•7a (Y.t_IJ:•T�t�iC, l•l! / 1G,•_^ _ See Service Addendum for details 50.00 $0.00 Deal #: Sales Professional: Rachel Fisk PO#: Sales Order Date: BILLING ADDRESS Client: On file Address: CitylState: Zip: Phone No: Fax: AIR Contact: Email Address: 8/W CLR tD'dli�' SCN u `_ClaLhbYCi Order Amount: s 378.30 Supply Total: SEE SCHEDULE A for Additional Equipment and Tax: o.oi SALES ORDER ADDENDUM FOR SPECIAL INSTRULess Trade In: TIC'.ORDER IS GDDJECTIO TML TERI.ISAN Total: J 378 30 UCONDITICIISAAPEARI7ICHFREON AHDON THE REVERSE CIDE) HEFEOF, A:tOOUYERAGRE03E T EREDY NOV.ODIFICATIO'7SOR ADDITIONS THERE7D SHld.0 eE RRI�I.\G DPO`I SELLER U\ LESS E%PRFSSEy CO!ISEN7LO TO I..i RVnTING BY AN OFFICER OF THE CORPORATION AND THERE ARE NO Delivery: Included UNDERSTANDINGS. REPRESENTATI0IS ON WARRANTIES AFFECTING TMS AGREE.'.!EN T ORu 0.41/WTTEW NET DUE: Sionawra Client Name & Title: �— (� �� til S icy t v 1Q LC Qt t„t(tD4 tAuthorizedSignature: t't Date: Professional Signature: �' L Date: IL Authorized Signature: r r Dale: TERMS & CONDITIONS APPEAR ON THE REVERSE SIDE OF THIS ORDER EQUIPMENT ORDER/SERVICE AGREEMENT TERMS & CONDITIONS Definitions terms are denned for ournoses of the Contract 11 11Agreement—this Sales/M,aintenanceContract 2)Client— the person who is the purchaser, owner or party in possession of Equipment 3)AXSA - AXSA Imaging Solutions. q Consumable Su 1 vrhiati isconsumed in the process of making copies or prints in Equipment, for example: toner, developer, etc. 5) Equipment —Copier. Facsimile, Printer, Scanner and aptlonsspecified on pa pit 1 of thisany item component or Agreement. 61 Effective Date—the date, which this agreementg is accepted, and AXSA will begin maintenance coverage. 7)Part—anyassemcomdevice contained in Equipment which does not have predetermined life expectancy and which is not ordinarily replaced onaPrearranged schedule for example; seiikh, seal, electronic comhly,ponents, etc. EQUIPMENT PURCHASE/LFASE TERMS AND CONDITIONS 1) Purchaser agrees to purchase or lease items described above in accordance with the terms hereof. 2) Purchaser shall execute any documents and take any action necessary to complete any lease transaction described above and acknowledges that the lesser of the equipment maybe a third party leasing company. 3) This order is effective and binding only when read and accepted by AXSA. 4) Client assumes all responsibility it equipment is not operated under manufactuns specifications. MAINTENANCE CONTRACT TERMS AND [ONUInONS AXSA's responsibility — During the term. I this agreement AXSA Will: A) Provide maintenance, Oc anise and lubrication of the Equipment as reasanably regtiesled by Client, during our regularly scheduled business hours(B:oo a.m. to 5:00 p.m. Monday — riway). D) Replace any items as indicated in coverage section of the Agreement in Equipment, which have failed through normal use and which are necessary for Proper operation or maintenance of the Enufpment. Client's Responsibility — During the terms of this agreement Ilse Client will: A) Promptly notifyAXSA service department of any problems or malfunctions with the Equipment and cease usage if so advised by AXSA until corrections are made. 0) Provide suitable personnel for special key operator training in order to promote better equipment performance and inform AXSA when a new key operator s appointed. C) Provide electrical service, working areas and environmental conditinss suitable for normal operations of Equipment as specified by equipment manufacturer. D) Provide access to AXSA personnel to clean, inspect, service• repair or make alterations to Equipment at any time during AXSA's normal business hours. E) PraVide Ax.5A with true and accurate meter readings as reasonably requested, failure to provide meter reading when requested authorizes AXSA to send a technician onsite to called the current reading for a $25 onsite charge F) Use only those Parts, and Supplies provided or approved by AXSA Approval shall be based upon generally accepted Industry and manufacturer's standards. G) Inform AXSA of any change in business location and assume responsibility for damage incurred as a result of changing the location of the Equipment. III Pay all Invoices within 30 days of issuance. 1) The Client shall pay all reasonable, collections and attorneys' fees incurred by AXSA to collect any sum due hereunder to enforce any of its Fight under this Agreement. ))Non-payment of invoices may result in AXSA withholding services under this contract. K) Pay any applicable tax raw or hereafter assessed, levied, or imposed by any federal, state or local authority. Term and Rate—A) The term of the Agreement shall be for the length of the lease or otherwise provided on the front of tills Agreement. B) At end of term, this agreement shall automatically be extended for successive one(1)year periods and/or conditions set forth on the front of this Agreement, unless either party Prnsides written notice 90 days prior date of its intent not to extend. C) AXSA niav Increase the rate UP to 1540 on or around Ilse annual ann!versa ry dale of flus contract. D) Silting after annual anniversary will reflect change in rate and payment of invoice shall be cansidered acceptance of the new contract rates. E) No refunds will be given H the contract is voided due to the limitations stated below, misuse, non-use of Equipment, or non-payment. r) Payment of maintenance Is due in advance of the coverage period. II client does not pay, AXSA may refuse to continue service or furnish service on a C.O.D. "per call" basis. GI Maintenance contracts are subject to applicable sales tax. Additional Charges — Below are charges for which the Client will be responsible: A) Overnight shipping charges will be billed to the Client for all parts and/or supplies processed. R) If at any time there is a break in coverage of over thirty (30) days, an inspection fee and service call charges, if applicabl e, will be charged before equipment can he re-established under an Agreement. A written estimate of the service call charges will he given to the Client before any work is Perlarmed. C) Moving Equipment to a nese location will be billed at AXSA's stated or current service rates. 0)Repairs to Equipment causedby misuse, environment issues, and electrical issues or due to non -normal usage will be billed at AXSA's stated price for parts and prevailing service rates. E)A$5 monthly delivery fee will be billed an service agreements that includeconsurnables at no charge. Umltatlons— this Agreement shall Fiat aPP Y to: 1 ! Servicing Equipment located in an unsafe of hazardous environment, as del ermined by AXSA. 2 Painting r refinishing Euipment Or such purpose. 3) AXSA shall not be responsible for parts and/or labor on Equipment, which needs overall or refurbishment, as deemed n ecessaryby AXSA.4)AXSA,shall not be responsible forrPartmatetia Is for s and/ar fabor an Equipment, which has been operated above the manufacturer's stated usage ratings for coptes/prints per cycle.5) Electrical work external to Equipment. 61 Repairs nere:etnted hyelmosphede condition, nut wrlable for normal office work, repairs due to deviations in electrical power supply due to ungrounded or unshielded electrical outlets, acts orGod, water damage, neglect, theft, vandalism, fire. or movuq! Equipment, unless moved fly AXSA Personnel. 7) Repairs necessitated by the servicing of the Equipment by any person not rmthorized by AXSA to provide service. 8) Repairs necessitated by lite use of non approved Supplies or Consumables. 9) Repairs necessitated by the improper performance of operator, whether or not such opera geographic area covered by AXSA. tors were trained by AXSA. 10) Servicing Equipment that is moved outside the DISCLAIMER&INDEMNIFICATION•—AXSA EXPRFSSLY DISCIAIMS ANY DUTY AS AN INSURER OF THE EOUIPMENTgND MAKES NO WARRANTIES WH AT SO srrn UNDER E 'RE"I R ONSEQPERFORMANCA INCLUDING WggRANTIES OF MECHANTABILItYOR FITNESS FOR A PARTICULAR PURPOSE. AXSA WItL NOT OE LIABLE FOR MONETARY DAMAGESO ANN KINDCERNINT TIIFTIIF INDIRECT OR CONSEQUENTIAL FORANY LOSS RYTHEQIErur acAR aur OFTHEAGI7EEtylENL EVEN IF AXSA HAS BEEN ADVISED OF THE PO LIABLE LITV EFOR Lzru AGflEEMENT.AXSA WILL BE RESPONSIBLE FOR PROVIDING ONLY THAT SERVICE WHICH IS REASONABLE, NORMAL AND PRACTICAL AND ONLY THAT SERVICE WH CH SGN AC OROANCE WRH THE NF.NT Ma!NTENANCE MANUFACTURER'S SPECIFICATIONS AND RECOMMENDATIONS It is understood. that CLIENT shall indemnify and hold AXSA. all afliRales, subsldiarles. divisions It's em Fit ccs and agents• harmless from subsidiaries. -- an all claims. loco damages mus ed d!redly or lr,dirrvtl by AXSA In pjDy se modiflcatlons u ares re slit fid lnstallallons. AXSA �uSo If understands that CLIENT is prepared, based uperfora�e of tasks as they rontetresersta ons mad InM!Ws for,r�hls Agreements tograrullorgtnAXSA a_cc_essrinware ttollhe cgmmuters/fie work, and AXSA agrees that It shall use road Iudement and performance oft 0 Indicated tasks. -.-. _ - -- Solutlons CONNECT TE MS ANDCONDITIONS --- The term is understood by client and authorizes AXSA as stated on lice face I and within this document. unless notified In writing, and authorized by an offlceroj Installation and Network Administrator TralMAL, only for one time on•slte ningand Is one valid only on the clay of Installs Ion. Printer -Standard Installation •Configure up 10(5)PC's and (11 Server to print to (1) device MFP or Printer • Premlum Installatlan a Configure up to 15) PC's and (s) Server 10 print to (1) device a Configure up to (5) PC's or (1) Server for (5140) Scan -To -Folder and Configure (1) MFP devic Emailsrith (5) users in the address book a Configure up to (5)PC's for Desktop Faxing e for5can• To• Wide Format Premium Installation e Configure (5) PC's and (1) Server to print and scan with Manufacturer's applicable software programs. Cilent'sResponsibJiitl s!_- Coordinatewith AXSA for delivery of equipment a provide properpowar,networkconneetivityandTaxline•HaveNetworkAdministratoron-site for the day of tile install. 4 Backup all Servers & Workstation; data. • Have all Servers & Workstations in good working order. • Have Domain & Local Administrator user name and password a Pre•Configure Network Shares & Security Authorize the installation of ICE (information Collection Engine) softwarefor reporting meters, supply and Service alerts. Solutions Canned Agreement: This agreement shall not apply to any system failures resulting in whole or part from accident, abuse, misuse• -'heft, neglect, computer viruses, acts of third parties, lira, water, excess heat oItsr cold, Casualty, or any other natural farce, and any lass or damage occurring from uncontrollable circumstances. AXSA or itsalfiliates may withhold service or support or terminate this agreement required es romissuesrply with related instemsonservib smeltof in butnoenQord thinly days past due on any AXSA invoice. flus Agreement is nottransferable, nor refundable. Myar.Istanceand/ar suppol required to resolve issues related to installation services including but not limited to; sofhvare, ICE, training, drivers, scanning, faxing and/or networking, after the initial Installation day, will subject durst to additional fees at our torrent, support rate of $215.00 per hour or then current rate plus all travel expenses. Exceptions to Solullons Connect APre ment: 1) This agreements does not Include coverage ofmanufactufer and/or third Party software support or cabling, issues not listed unlessmulually agreed upon In writing by Client and authorized by an officer of AXSA 2) AXSA is not responsible for any software licensing issue. 3)Performance of no trial operator functions, Systems backups, vii us scans and network security are the responsibility of the client Assignment—the Client without the express written consentof AXSA,.ihfch will not be unreasonably withheld• may not assign this agreement. The Client willassume full responsibility to inform any proposed assignee of the price, rates• terms and conditions of this Agreement and of the results of transfer of title, ownership. it possession of the Equipment Entire Agreement — This Agreement contains the entire sates/service agreement between the Parties and no persons are authorized to modify any of the terms and conch, cora contained herein. Authorized AX5A personnel only, may modify This agreement in writing and must be authorized by an officer of AXSA. initials