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HomeMy WebLinkAboutSharp Business - Maintenance AgreementSHARP Sharp Business Systems Customer Care Maintenance Agreement 470 Boulder #100 SHARP BUSINESS SYSTEMS � Pleasanton, CA A 94566 (P) 925 - 417 -8400 (F) 925 -417 -8404 Customer Bill To Model Customer Name ID Number City of Gilroy Model or Meter Mailing Address ID Number 7351 Rosanna Street Model or Meter City State Zip Gilroy CA 95020 Billing Contact ID Number Scott Golden Model or Meter Phone Fax (408) 846 -0237 (408) 846 -0500 e-mail ID Number scott.golden @ci.gilroy.ca.us Excess Charge 2 Customer Location Customer Location /Department Name various locations - see Schedule A Location Address Physical Location Description City State Zip Key Contact Phone Fax e-mail Meter Contact Phone Fax e-mail Equipment Covered Model Serial Number ID Number Start Meter Model or Meter Serial Number ID Number Start Meter Model or Meter Serial Number ID Number Start Meter Model or Meter Serial Number ID Number Start Meter Model or Meter Serial Number ID Number Start Meter Model or Meter Serial Number ID Number Start Meter Agreement Entitlement Labor Yes Parts Yes Drums Yes B Toner Yes C Toner Yes Developer Yes Staples j!tl Yes Detail of Charges Base Charge Check if Maintenance $ O 00 Charges are part of Lease Payment Base Charge Frequency Meter Frequency Monthly Meter Allowancce 1 Aggregate B &W No Meter Allowance 2 Consolidate Color No Meter Allowance 3 Excess Charge 1 Term (Months) $ 0.0049 48 Excess Charge 2 $ 0.0430 Excess Charge 3 Master Contract Number THIS GME H NOT BE EFFECTISIGNED BY THE CUSTOMER AND SBS CONTRACT MANAGEMENT Main nanc gree t a is are non - refundable, na. Price does not in clude applicable taxes. Sha Busi ss st s is d ision of Sharp Electron Sharp Aut rization Date SOS Contract Number Start Date TBD Authorizations Comments CPC billed in arrears Authorizing Contract Number Purchase Order Number I have read and understand our obligations under the terms and conditions stated herein, and on the reverse side thereof, as the only agreement pertaining to the equipment hereunder. No other agreements apply unless expressly noted on the face of this agreement or in the contracts specified above. I understand all meter counts are based on 8.5 X 11 minumum single sided images unless otherwise noted. E] Customer has declined maintenance coverage at this time. The customer understands obtaining maintenance coverage later may incur charges in addition to the normal maintenance charges and has been informed as to the current time and material billing rates. Print Name Customer Signature Date SHARP (SBS) CUSTOMER CARE MAINTENANCE AGREEMENT - TERMS AND CONDITIONS ,. GENERAL SCOPE OF COVERAGE This Agreement covers both the labor and the material for adjustments, repair and replacements of parts ( "Maintenance ") as required by normal use of the equipment identified on the front page of this Agreement ("Equipment"). Maintenance does not cover charges for installation, relocating or de- installation of the Equipment. Service necessary to repair damage to the Equipment caused by misuse, abuse, negligence, attachment of unauthorized components, accessories or parts, use of substandard facsimile (thermal) paper or substandard supplies, other causes beyond the control of SBS or such causes which would void the Equipments' warranty are not covered by this Agreement. Any such repairs identified in the proceeding sentence shall be separately billed to customer and may lead to the termination of this Agreement. In addition, SBS may terminate this Agreement if the equipment is modified, damaged, altered or serviced by personnel other than the SBS Authorized Personnel, or if parts, accessories or components not meeting machine specifications are titled to the Equipment. Maintenance shall not cover charges for repairs needed as a result of Customer or third party modifications to software or hardware. z. MAINTENANCE VISITS Maintenance visits will be made during standard weekday business hours at the address shown on the first page of this Agreement. Maintenance visits requested for holidays, weekends or after standard business hours may result in additional charges for travel and labor pursuant to SBS's standard overtime rates in effect at the time of the Maintenance visit, SBS will not connect, disconnect, repair or otherwise service non-Sharp approved attachments, components or accessories. Customer is responsible for disconnecting and reconnecting non-Sharp approved attachments, components or accessories. Maintenance perfomed during a Maintenance visit includes lubrication and cleaning of the Equipment and the adjustment, repair or replacement of parts described below. 3. REPAIR AND REPLACEMENT OF PARTS Except Photoconductors (i.e. copy drums), all parts necessary to the operation of the Equipment requiring replacement due to normal wear and tear, subject to the 9eneral scope of coverage, will be furnished free of charge during a service call. Coverage for Photoconductors may also be obtained for an additional fee if selected on the first page of this Agreement. . MAJOR REPAIRS AND UPGRADES Major repairs resulting from misuse of the product, overall failure of the Equipment resulting from the normal end of life cycle of the Equipment and other repairs requiring more than customary repair and part replacements ("Overhaur) shall not be considered covered Maintenance. Should, in the opinion of SBS, an Overhaul be necessary for the Equipment to be in wonting condition, SBS will submit to the Customer an estimate of needed repairs and their additional cost. If the Customer does not authorize such Overhaul, SBS may, at its option, discontinue Maintenance of the Equipment under this Agreement Thereafter, SBS may make service available on a "Per Call" basis based upon SBS's standard rates in effect at the time of service. a. USE OF SIBS SUPPLIES Customer is not obligated to use SBS approved supplies under this Agreement. 'If, however, the Customer uses other than SBS approved supplies (other than paper) and such supplies result, in SOS's reasonable judgment, additional Maintenance; then SBS may, at its option, assess a surcharge or terminate this Agreement If SBS terminates this Agreement, SBS may make service available on a "Per Call" basis based upon SBS's standard rates in effect at the time of service. a. SUPPLIES Supplies selected, if any, on the front of this Agreement ( "Supplies "), shall be included under this Agreement SBS will provide such selected Supplies to the Customer based upon normal yields. Supplies provided are for use with the Equipment covered by this Agreement only and are not for resale or for use with other equipment. If the Customer's usage of the Supplies exceeds the normal yields for the Equipment being serviced, SBS will invoice and the Customer agrees to pay, for the excess supplies at SOS`s current retail prices then in effect. SBS reserves the right to charge for supplies and freight: Normal yield is defined as the published industry standard yield for the product model covered under this Agreement T. ELECTRICAL REQUIREMENTS In order to insure optimum performance of the Equipment, Customer must comply with all Sharp required electrical specifications, including but not limited souse of designated circuit and outlets and required voltage requirements. These power standards are required by UL and/or local safety regulations. . CHARGES The initial charge for Maintenance under this Agreement is non - refundable and shall be the amount set forth on the first page of this Agreement The annual maintenance charge with respect to any renewal term will be the charge in effect at time of term renewal. Customer shall be charged according to the payment cycle indicated on the front page of this Agreement. Customer shall pay all charges within ten (10) days of the date of the SBS invoice. Past due amounts shall accrue interest at orate of 1.59 per month. If any Equipment which is subject to this Agreement, or any renewal hereof, is moved to a new SBS service territory, SBS shag have the option of charging the Customer an amount equal to the difference in the published maintenance charges between the current SBS service territory and that of the new SBS service territory (on a pro rata basis). If such equipment is moved beyond any SBS service territory, SBS reserves the right to cancel this Agreement, upon written notice to the Customer, or SBS may charge (and Customer hereby agrees to pay) a fair and reasonable upcharge for continued service. In so doing SES may take into account the distance to Customers new location and SBS published rates for SOS's "time and materials ", "Per Call" service. SBS reserves the right to increase and/or otherwise modify its service rates and services on each anniversary date of this Agreement 9. METER READINGS Customer is obligated to provide meter reading(s) in a timely manner upon request If the Customer fails or refuses to provide the meter reading in a timely manner, SBS may estimate the meter based upon previous billing and service meter readings. The estimated meter will then be applied in the same manner as if the meter had been supplied by the Customer and the Customer agrees to pay any overage charges that may result from the estimated meter reading. ,o TERM This Agreement shall become effective upon SBS's receipt from Customer of the initial non- refundable maintenance charge, as set forth on the first page of this Agreement, or for such Customers that are to be billed in arrears, upon the date indicated in the "Start Date" portion of the first page of this Agreement. The term of this Agreement shall bras specified on the face page of this Agreement. This Agreement shall automatically renew for additional one year periods unless either party provides the other sixty (60) days written notice of termination prior to the end of the initial term, or any renewal term hereunder. In the event that Customer reaches or exceeds the allowance, as specified on the first page of this Agreement, prior to the expiration of the initial term, or any renewal term under this Agreement, Customer hereby agrees to pay SBS the SBS excess meter rate then in effect and same shall apply to all of Customer's excess meter amounts, through the end of the term of this Agreement. For this Agreements (not CPC leases) either party shall have the right during any renewal term, or during any second or third term of a multi -term agreement (if applicable) to terminate this Agreement upon sixty (60) days prior written notice to the other. „ EVENT OF DEFAULT AND TERMINATION The Customer's failure to pay any amount due under this Agreement, or breach of any other obligation herein shall constitute an Event of Default. Upon an Event of Default, SBS may, in its discretion take any one or more of the following actions: (i) cease performing all Maintenance or any other services under this Agreement, (n) famish Maintenance or service upon a prepaid, "Per Call" basis; and /or (iii) terminate this Agreement. Customer shall be obligated to pay any amounts due and owing to SBS within (10) ten days of the expiration or termination of this Agreement. Customer, upon payment of all such amounts due, shall thereafter have do further liability or obligation to SBS whatsoever for any further fees or expenses arising hereunder. In the event SBS terminates this Agreement because of the breach of Customer. SBS shall be entitled to payment for work in progress plus reimbursement for out -of - pocket expenses. 12 INDEMNITY Customer shall indemnify, save and hold SBS, its affiliates, officers,' directors, shareholders . employees, agents and representatives and its and their successors and assigns ( "SBS Parties") harmless from and against any liability, loss, cost, expense or damage whatsoever caused by reason of any breach of this Agreement by Customer or by reason of any injury, whether to body, property or business or to any other person by reason of any act, neglect, omission or default by Customer. Customer shall defend, at its sole and absolute cost, any action to which this indemnity shall apply. In the event Customer fails to defend such action SBS may do so and recover from Customer in addition, all costs and expenses, including, attomeys' fees in connection therewith. SBS shall be entitled to recover from Customer all costs and expenses, including without limitation, attorneys' fees and disbursement, incurred by SBS in connection with actions taken by SBS or its representatives (i) to enforce any provision of this Agreement; (ii) to effect any payments or collections provided for herein; (iii) to institute, maintain, preserve, enforce and foreclose on SBS's security interest in or lien on the goods, whether through judicial proceedings or otherwise; or (iv) to defend or prosecute any actions or proceedings arising out of or relating to any SBS transactions with Customer. The foregoing provisions of this paragraph 11 shall survive the termination or expiration of this Agreement to the extent permitted by Law. 13. ENTIRE AGREEMENT This constitutes the entire Agreement between the parties relating to the subject matter hereof. Any modification to this Agreement must be in writing and signed by both parties. ,<. SUCESSORS AND ASSIGNS; TERMINATION Neither party may assign this Agreement or any of its rights or obligations hereunder, without the prior written approval of the other party, which will not be unreasonably withheld, except that either party may assign its obligations and rights to a wholly owned subsidiary, parent corporation, or entity under the same ownership, operation or control. ,3. SEVERABILITY If any provision in this Agreement is held invalid or unenforceable by a body of competent jurisdiction, such provision will be construed, limited or, if necessary, severed to the extent necessary to eliminate such invalidity or unenforceability. The Parties agree to negotiate in good faith a valid, enforceable substitute provision that most nearly affects the Parties' original intent in entering into this Agreement or to provide an equitable adjustment in the event no such provision can be added. The other provisions of this Agreement shall remain in full force and effect. is COUNTERPARTS AND FACSIMILE SIGNATURES This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and all of which together shall constitute one Agreement binding on all parties hereto, notwithstanding, that all the parties have not signed the same counterpart. A faxed signature of this Agreement bearing authorized signatures may be treated as an original. ,7. WAIVER OF JURY TRIAL ALL PARTIES HERETO IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY ,s. JURISDICTION All parties hereby consent to the exclusive jurisdiction of the Federal Courts located in Essex County, New Jersey and the State Courts located in Bergen County, New Jersey in any proceeding arising out of or relating to this Agreement. ,e. LIMITATION OF LIABILITY To the extent permitted by Law, in no event shall SBS be liable to Customer for any special, incidental, consequential, or indirect damages, loss of business profits, business interruption, loss of business information arising out of the inability to use the Equipment. The Customer acknowledges that the Maintenance provided by SBS is for the mechanical maintenance of the Equipment only, and that this Agreement does not cover any software, networking or any other connectivity or functionality maintenance, services or support. zo FORCE MAJEURE SBS shall not be liable to Customer for any failure or delay caused by events beyond SBS's control, including, without limitation, Customer's failure to furnish necessary information, sabotage; failure or delays in transportation or communication; boycotts; embargoes; failures or substitutions of equipment; labor disputes; accidents; shortages of labor, fuel, raw materials, machinery, or equipment; technical failures; fire; storm; flood; earthquake; explosion; acts of the public enemy; war; insurrection; riot; public disorder, epidemic; quarantine restrictions; acts of God; acts of any government or any quasi - governmental authority, instrumentality or agency. Y,. NO WARRANTY SBS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TECHNICAL COMPATABILTY, FITNESS FOR USE, OR FITNESS FOR A PARTICULAR PURPOSE. 21. INSURANCE If the Customer is leasing the equipment, the Customer shall obtain and maintain, at it's own expense, insurance relating to claims for injury and /or property damage (including commercial general liability insurance) based on its use of the equipment, goods and machinery Approved as to form: Gilroy City Attorney's Office By_ t:E Linda Callon, City Attorney Freels, City Clerk SHARP. ADDENDUM to Sharp Customer Care Maintenance Agreement BETWEEN Sharp Business Systems and The City of Gilroy This addendum is hereby incorporated into and made a part of the Sharp Customer Care Agreement and any supplements added thereto by and between the City of Gilroy ( "Customer ") and Sharp Business Systems ( "Vendor "). The customer and vendor agree that the above mentioned agreement shall be amended as follows and all other terms and conditions will remain in full force and effect. Section 8, Charges: Modified to "Customer shall pay all charges within 30 days of the date of SBS invoice." Section 10, Term: Modified to "This agreement shall automatically renew for additional one month periods unless either party provides the other 60 days written notice of termination prior to the end of the initial term or any renewal term hereunder" Section 10, Term: (not CPC leases) is stricken from the agreement. Section 12, Change: "The foregoing provisions of this paragraph 11" shall be changed to read "The foregoing provisions of this paragraph 12" Section 18, Jurisdiction: Modified to "All parties hereby consent to the exclusive jurisdiction of the Federal Courts located in Santa Clara County, CA and the State Courts located in Santa Clara County, CA — in any proceeding arising out of or relating to this agreement. Delivery: Defined as physical delivery by a Sharp representative of Sharp hardware, any related accessories or modules to the City of Gilroy locations. Installation: Installation includes physical move in of the new Sharp equipment and removal of current Ricoh and Sharp copier MFP devices, plus return of equipment where specified. Sharp will provide onsite networking support to ensure that all new devices are set up, tested and running to your satisfaction. Additionally, Sharp will provide hands on training for the equipment — plus any future customer training as needed. Support: Through the life of the new lease agreement, Sharp guarantees equipment performance, dependability and reliable service. For additional details, please see enclosed "Lifetime Performance Guarantee ". This customer care agreement carries the backing of Sharp Business Systems and our parent corporation, Sharp Electronics Sharp Business Systems A( i Date City of Gilroy Date �1-zz-,JILA City of Gilroy - schedule A list of machines and locations CUSTOMER CARE MAINTENANCE AGREEMENT Printer Name /Location Address Current Machine New Machine Quantity Sharp MX30OW CS Wheeler Auditorium 250 W. 6th St. Gilroy, CA 95020 Sharp M201 Sharp MX30OW fax, print, scan, copy 1 EOC Management Work Room 7370 Rosanna St. Gilroy, CA 95020 Sharp M201 Sharp MX30OW fax, print, scan, copy 2 Youth Center 7700 Murray Ave. Gilroy, CA 95020 Sharp M201 Sharp MX30OW fax, print, scan, copy 3 Sandra Sammuts office 7371 Hanna St. Gilroy, CA 95020 Sharp M201 Sharp MX30OW fax, print, scan, copy 4 CS Museum 195 5th St. Gilroy, CA 95020 Sharp M201 Sharp MX30OW fax, print, scan, copy 5 Christopher High Sch - Gym Office 3 n/a Sharp MX30OW fax, print, scan, copy 6 City Hall 7351 Rosanna St. Gilroy, CA 95020 CD Inspectors area Sharp M201 Sharp MX30OW fax, print, scan, copy 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 AS IT Back Offices Sharp M201 Sharp MX30OW fax, print, scan, copy AS HR Back Counter Sharp M201 Sharp MX30OW fax, print, scan, copy CD BLES Back Counter Sharp M201 Sharp MX30OW fax, print, scan, copy CO Chem Control Sharp M201 Sharp MX30OW fax, print, scan, copy CS Front Counter Sharp M201 Sharp MX30OW fax, print, scan, copy Finance Sharp MX5001 Sharp MX5141N fax, saddle stitch, hole punch Finance Area Lexmark Sharp DXB350 laser printer, duplex Inga Alonzo's Office Lexmark Sharp DXB350 laser printer, duplex AS Administration Sharp MX5001 Sharp MX5141N fax, print, scan, copy CD Planning Sharp MX5001 Sharp MX6240N fax, saddle stitch, hole punch CD Engineering Sharp MX5001 Sharp MX6240N fax, saddle stitch, hole punch Rec /Parks Dept - Front Counter Sharp M201 Sharp MXB402 copy, print, scan CS Administration (Recreation Dept) Sharp MX5001 Sharp MX5141N fax, saddle stitch, hole punch, large paper drawer Copy Room Sharp MX5001 Sharp MX904N fax, saddle stitch, 100 sheet staple, hole punch Copy Room Sharp MX950N Sharp MX750ON saddle stitch, 100 sheet staple, fold, punch CS Senior Center 7371 Hanna St. Gilroy, CA 95020 Sharp MX5001 Sharp MX5141N fax, saddle stitch, hole punch 23 Corporate Yard 613 Old Gilroy St. Gilroy, CA 95020 CS Corp Yard Copy Room Sharp MX5001 Sharp MX5141N fax, saddle stitch, hole punch 24 25 26 27 28 29 CS Corporation Yard Facilities Sharp M201 Sharp MX30OW fax, print, scan, copy CS Corporation Yard Fleet Sharp M201 Sharp MX30OW fax, print, scan, copy CS Corporation Yard Landscape Sharp M201 Sharp MX30OW fax, print, scan, copy CS Corporation Yard Streets Sharp M201 Sharp MX30OW fax, print, scan, copy CS Corporation Yard Water Division Sharp M201 Sharp MX30OW fax, print, scan, copy Fire Department Fire Department - Chestnut Station 7070 Chestnut St. Gilroy, CA 95020 Sharp MX5001 Sharp MX5141N fax, saddle stitch, hole punch 30 FD Sunrise Station 880 Sunrise Dr. Gilroy, CA 95020 Sharp M201 Sharp MX30OW fax, print, scan, copy 31 FD Chestnut 7070 Chestnut St. Gilroy, CA 95020 Sharp M201 Sharp MX30OW fax, print, scan, copy 32 FD Sunrise Tear and Run 880 Sunrise Dr. Gilroy, CA 95020 Sharp M201 Sharp MX30OW fax, print, scan, copy 33 Police Department 7301 Hanna St. Gilroy, CA 95020 Police Admin /Chief Sharp MX5001 Sharp MX5141N fax, saddle stitch, hole punch 34 35 36 37 38 39 40 41 42 43 44 45 46 47 Copy Room, 2nd floor Ricoh MPC4000 Sharp MX414ON fax, base finisher, hole punch Property Ricoh MPC2800 Sharp MX314ON fax, base finisher, hole punch Annex Ricoh MPC2800 Sharp MX314ON fax, base finisher, hole punch Jail Ricoh MPC2800 Sharp MX314ON fax, base finisher, hole punch ACT Ricoh MPC3300 Sharp MX414ON fax, base finisher, hole punch NRU Ricoh MPC4000 Sharp MX414ON fax, base finisher, hole punch Records Dept (David Boles) Ricoh MPC5000 Sharp MX6240N fax, base finisher, hole punch Report Writing Ricoh MPC3300 Sharp MX414ON fax, base finisher, hole punch Communications Ricoh MPC3300 Sharp MX414ON fax, base finisher, hole punch Patrol Ricoh MPC3300 Sharp MX414ON fax, base finisher, hole punch Investigations Ricoh MPC4000 Sharp MX414ON fax, base finisher, hole punch Police Reception Window Sharp M201 Sharp MX30OW fax, print, scan, copy Sharp M201 Sharp MX30OW fax, print, scan, copy 48 mo price $ 6,810.00 plus tax quarterly payment $ 20,430.00 Key Info for machines Model Accessories Quantity Sharp MX30OW 5133 sure 22 Sharp DXB350 printer 5133 surge, DUX1 duplex 2 Sharp MXB402 5133 CFABO, CSX1, CFABB, DS13 1 MX904N copy room 542ZNT, PIN 13B, MFX1, FX11, FN22 1 MX4140N 5143 DE22 FNX9, FX11, PNX113 TRX2 7 MX5141N 5143, DE22, FIN 10, PNX513, R1320, FX11, TRX2 6 MX5141 N - parks w /LCT 5143, DE22, FN10, PNX513, RB20, FX11, TRX2, LC11 1 MX750ON copy room 524ZNT, FN22, MF10, PN13B, RB12, RB15, FD10 1 MX6240 Planning/Eng Planning/En Dept 524ZNT, FN20, FX11, MF10, TR14, RB12, PN12B 2 MX6240 PD records 524ZNT, FN19, FX11, MF10, TR14, RB12, PN12 1 MX3140N 5133, DE12, FN17, FX11, PN116, TR13N 3 47