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HomeMy WebLinkAboutContract 1612 { y c _ ( G 1 )_i 40 Managed RN Solutions cr \I PrintCare ImageSource Cost Per Image Agreement trarrsrormingbusiness 650 E Hospttoldy Lane.Suite 540 San Bemordk o.CA 92408 1 CUSTOMER INSTALL —I-Agreement No. FuI Legal Name Cathedral City Fire Address -dy State Z p County I 32100 Desert Vista Road Cathedral City CA 92234 Riverside I CUSTOMER BILL TO Address Qv State LP County ---1 SAME I Monthly Base Maintenance Payment 0 with Excess Per Image Charge stated in the table below Muni,',1ortl.y Color r:onth!y AIICa;anco t"L( (s; Allw:ar,ce Ira (1etfit r:ono Rate Colo''Rat, ' t,Lti y Bcac incluJad in'1_ ithly Lase n ; 0. 0059 0 9 Xerox WC3550x 0 5.0130 WA N/A Xerox WC3550x 0 $.0130 N/A NIA ■ Xerox WC3550x 0 9.0130 N/A N/A SERVICES OFFERED:We agree to provide all consumables,along with device environment monitoring,auto toner replenishment.proactive service error monitoring,phone technical support,service,and quarterly environment reporting under this Cost Per Image Agreement. Further Information on the Service Management details are on the back of this document. Covered equipment,along with Cost Per Image pricing,is listed in Schedules A and/or B. IMAGE CHARGES: Payments are due monthly,beginning the date the Agreement is initiated(as noted by the Agreement date below)or any later date designated by Us(see'Transitional BliUng'section below)and continuing on the same day of each following month until fully paid. You are entitled to make the total number of Images reflected in the Monthly Image Allowance shown on the table above each month(if consolidated),or the monthly amount Image Allowance Per Machine or Group Of not consolidated). If You use more than the applicable Allowance(s)In any month,You will pay Us an additional charge equal to the number of additional metered images multiplied by the applicable Excess Per Image Charge. You agree that We may proportionally increase Your Per Image Charges at any time it Our estimated average page coverage is exceeded In any month during the term of this Agreement. In addition to the foregoing, You agree that effective on each/any anniversary of this Agreement,We may annually Increase both the Minimum Monthly Payment and the Excess Per Image Charge by amounts determined in Our discretion,but not to exceed ten percent(10%)of the then current payment and/or charge in each year. TRANSITIONAL BILLING:if We designate as the Agreement commencement date or effective date a date which is later than the data the Agreement is/was initiated(as noted by the Agreement Date below),then You shall pay Us an Interim payment for each day,from the date the Agreement Is/was initiated until the commencement date, equal to the minimum monthly payment divided by 30. If this Cost Per image Agreement has no minimum monthly amount(as designated in Schedules A and/or B),we will bill you for actual pages copied or printed from the Agreement initiation date until the designated commencement date. GOVERNING LAW,CONSENT TO JURISDICTION AND VENUE OF LITIGATION:This Agreement and each shall be governed by the laws of the State of California. You agree that any dispute arising under or related to this agreement will be adjudicated In the federal or state court located in San Bemardino. You hereby consent to personal jurisdiction and venue In that court end waive any right to transfer venue. Each party waives any right to a Mel by jury. LATE FEES:if any amount payable to Us is not paid when due,You will pay Us a late charge equal to:1)the greater of ten(10)cents for each dollar overdue or twenty-six($20.00)dollars;or 2)the highest lawful charge,whichever is less. AGREEMENT PERIOD:This agreement Is for a period of 12 months from the Agreement is initiated,and Is non-cancelable. THIS AGREEMENT IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED ON THIS PAGE.THE REVERSE SIDE.AND ATTACHED SCHEDULES A AND/OR B.ALL OF WHICH PERTAIN TO THIS AGREEMENT AND WHICH YOU ACKNOWLEDGE HAVING READ THIS AGREEMENT IS NOT BINDING UNTIL ACCEPTED BY US YOU CERTIFY AU.ACTIONS REOU RED TO AUTHORIZE EXECUTION OF THIS AGREEMENT.INCLUDING YOUR AUTHORITY.HAVE BEEN FULFILLED IMAGE SOURCE:(As Stated Above) CUSTOMER: ated Above) By. Dale Accepted By X .__ ,/' Dais 40 22'20/V Signature / Signature Print Name 8 Tlle. Pr- Name 8 Tea N►0 JSdfA/T d'l /r / Rev 2 I 10/21/14 4:14 PM PrntCare mega _e Managed Cost Per Image Agreement transforming business 650E H vitality Lane.Suite 54C Son Bernardino,CA 92408 L MAINTENANCE AND SUPPUES. The charges stated in the Agreement include charges for maintenance(irom 8 a.m.to 5 p.m.local time,except weekends and holidays ('Regular Service Hours")),inspection,adjustment,parts replacement,cleaning material required for proper operation,and toner and developer for such Equipment and may also include charges for such maintenance and supplies provided to You for the equipment(reflected on Schedules A and/or B).You must purchase paper and staples separately.Color toner and developer supplies will be provided for production of pages as shown,with 20%page coverage.Supplies required for production In excess of 20% page coverage wiN be invoiced separately. A. Equipment Eligible for Coverage.This only applies to the Equipment identified on Schedules A and/or B. You represent and warrant that,other than as set forth Schedules A and/or B there is no other equipment located at Your site(s)capable of using Our supplied loner end ink consumables.All equipment capable of using Our supplied toner and ink consumables must be included M Schedules A and/or B. To the best of Your knowledge,there are no equipment conditions that do not meet manufacturer's specifications('Pre-Existing Conditional,other than those specifically identified in Schedules A and/or B. B. Definition of Services Provided.We agree(a)to perform only those repairs involving worn Equipment components that have failed during ordinary use of the Equipment under normal operating conditions(trays,covers and other non-consumable parts are not covered),and(b)to supply You with all toner and ink consumables required to operate the Equipment.Requests for services outside of Regular Service Hours will be provided on a best effort basis at Our prevailing time and material hourly rate.Such charges for services outside of Regular Service Hours are in addition to the prepaid Minimum Monthly Payment.This Agreement does not cover after-hours service,shop overhauls,and service made necessary by accident,fire,water or natural disasters. C. Access to Equipment We shall have the right to access Your site and any other of Your premises that may house Equipment upon reasonable notice for access with Your supervision during regular work hours.We reserve the right to invoice You at Our prevailing time and material hourly rale,separate from the Minimum Monthly Payment,when access to the Equipment is denied for greater than fifteen(15)minutes,when You initiated the request for service. We shall apply an estimated monthly page volume to any and all Equipment that cannot be accessed for page count recording purposes. D. Authorized Maintenance Providers.We,at Our discretion,may authorize Our approved maintenance subcontractors or approved service providers to perform maintenance and repairs to the Equipment In cases where We manage Your third party service agreement on your behalf,then ail sums currently due under that agreement must be paid in full before We will assume any obligation or responsibility. E. Repair Responsibility.Our responsibility ceases If persons make repairs to the Equipment other than Our authorized representative or subcontractor.It also ceases if competitive supplies are used,or If the damage occurs as a result of Your abuse or improper handing. F. Ownership end Control of Toner and Ink Consumables.AN toner and ink consumables supplies provided under this Agreement shall at all times remain the properly of Us. You may use the toner and ink consumables pursuant to the terms of this Agreement,but You shall not have any ownership rights in or to the loner or ink consumables.You shall promptly return to Us all empty consumables supplied by Us under this Agreement.Your failure to return the number of empty consumables to Us equal to those delivered during the term of this Agreement will result in a lost consumables surcharge equal to the current replacement value of the lost consumable.In the event of Your default,You shah promptly return all toner end ink consumables to Us.You shall not be charged for any loner or ink consumables in use upon the expiration of this Agreement.Any toner or ink consumables not returned shall be billed by Us to You at the prevailing cartridge retail purchase price.The ordering of consumables significantly in excess of the number of copies or prints produced maybe charged to You by Us. 0. Additional Equipment and Right of Inspection.You shall notify Us promptly upon installing any additional equipment('Additional Equipment)at Your site capable of using Our supplied toner and ink consumables.Equipment Installed subsequent to the date of this Agreement will be evaluated by Us,and included in,or excluded from,this Agreement at the sole discretion of Us. Additional Equipment deemed included in the Agreement by Us shell be added to Schedule B and will automatically be covered by and considered Equipment under the terms of this Agreement Billings or surcharges for Additional Equipment output will be reflected in the billing cycle immediately following the biting cycle in which the Additional Equipment is installed.If You add Additional Equipment the Minimum Monthly Payment may be adgusted accordingly at Our sole discretion. If any such Additional Equipment is used equipment,You represent and warrant to Us that,except for Pre-Existing Conditions duly disclosed to Us prior to such Additional Equipment being covered by this Agreement,ail of the Additional Equipment shag,on the date such coverage commences,be in good working order.We shall be entitled to take a physical inventory of the Additional Equipment upon or prior to its being covered by this Agreement to determine whether they are in woridng order.In the event,as of the dale coverage commences under this Agreement,any Additional Equipment is not in good working order,You shall have such Additional Equipment repaired at Your sole expense and,until such Additional Equipment Is so repaired,any Additional Equipment with Pre-Existing Conditions shell not be covered under this Agreement An Initial meter reading of zero(0)Is agreed,unless You provide timely information to the contrary,for any Additional Equipment that meets the conditions of 0.1. II. WARRANTY.Notwithstanding anything M this Agreement to the contrary.We warrant(a)that all personnel performing services hereunder by or on behalf of Us will have appropriate training and experience and(b)all equipment is in accordance with industry standards,and all supplies and materials are of good quality.Without limiting the generality of the foregoing(and without limiting any obligation of Us to make repairs under this Agreement),You expressly agree and acknowledge that in no event shall any manufacturer's warranty,incoming but not limited to any implied warranty of merchantability,and fitness fora particular purpose,be deemed given by or otherwise transferred or applied to Us.if You notify Us within ninety(90)days from performance of the services that the services or a part thereof falls to conform to the standards specified herein, Your sole end exclusive remedy is that We shalt promptly repair,replace or re-perform the non-conforming services. III. TRACKING SOFTWARE A. You grant Permission to Install and Maintain Tracking Software.We own software(`'racking Software")that enables Us to monitor the usage of,and the copy count produced on,the Equipment.You agree that We shall have the right,at any time during the term of this Agreement,to install the Tracking Software on one or more of Your computer networked station(s).You agree to provide Us,during normal business hours,access to Your computer-networked station(s)to enable Us to upgrade,modify or maintain the Tracking Software or to install new releases or additions to the Tracking Software.Under no circumstances will the Tracking Software provide Us access to Your information other than information directly related to this Agreement.You agree to not delete or remove the Tracking Software or to alter,modify or otherwise render it unusable during the term of this Agreement without the prior written consent of Us.If You disagree,then We retain the right to invoice You the prevailing hourly billable rate for labor required to obtain meter readings,per meter reading cycle. B. No License,other Prohibitions.Nothing herein shall be construed as granting a license to You for the use of the Tracking Software.You may not,nor may You permit or cause any other person to(a)use or copy the Tracking Software,in whole or In part,in any manner,(b)modify,translate,reverse engineer,decompile or dissemble the Tracking Software,(c)rent,lease,loan,resell,distribute,use in a customer-server network to provide third parties access to,or otherwise transfer the Tracking Software,or (d)remove any proprietary notices on the Tracking Software. C. Intellectual Property Rights.All rights(Including all intellectual property rights,whether recognized currently or In the future)in and to the Tracking Software(including any source code,executable code,ob(ect code,tools and/or grades related to the Tracking Software)will at all times be owned by Us.No modifications and/or use by You of the Tracking Software shag under any circumstances transfer any right,title or interest in or to the Tracking Software to You or any third petty. D. Tracking Software Warranty,UsbMty.You acknowledge that the Tracking Software will be installed lled on Your networked workstation(s)'as is'without warranty of any kind, either express or implied,including the Implied warranties of merchantability,fitness for a particular purpose and non-infringement.We do not warrant that the Tracking Software will be error free or will operate without interruption.We shall in no event be liable to You or any third party for any special,consequential,incidental or indirect damages in connection with the Traddng Software.If the software Is found to cause issues on Your network,and these issues can be reasonably associated to the installation of the software through uniform software testing and tracing methodologies,Our liability will be limited to the removal of said Tracking Software from Your environment. IV.)MISCELLANEOUS. A. Software.Performance issues related to Software and/or connectivity are not covered under the terms of this Agreement,Any warranties related to Software wit be those offered by the manufacturer and will be passed directly to the user. B. Software/Hardware.Connectivity and performance issues related to Software and non-standard hardware are not covered under the terms of this Agreement.Any warranties related to these solutions,which Include but are not be limited to:HP Digital Sending Software,Web Jet Admin,Auto Store,any OCR software,computers and scanners,will be those offered by the manufacturer and passed directly to the user.Operation and configuration of the Software will be the responsibility of You after initial install and operation test of(1)'Send To"folder is completed by Us. Rev 2 2 10/21/14 4:14 rM