Canon Solutions America Canon
CANON SOLUTIONS AMERICA
300 COMMERCE SQUARE BLVD Page 1 of 2 REPRESENTATIVE K05024
BURLINGTON,NJ 08016
800-613-2228
www.csa.canon.com MAINTENANCE AGREEMENT
Bill To: 1622770 Ship To: 1622770
CITY OF RANCHO PALOS VERDES CITY OF RANCHO PALOS VERDES
30940 HAWTHORNE BLVD 30940 HAWTHORNE BLVD
RANCHO PALOS VERDES CA 90275-5391 RANCHO PALOS VERDES CA 90275-5391
United States United States
Contract# Billing Cycle Meter Cycle, Start Date Expiration Date
1498365 Year Month 01/31/2015 01/30/2016
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
ADVC5235 JWH 01068
MAINTENANCE COPIER SUPPLY 0 174.57
INCLUSIVE SERVICE PROGRAM
CLR USAGE 1 -- 0.085963
BW USAGE 1 -- 0.011770
ADVC5235 JWH 02981
MAINTENANCE COPIER SUPPLY 0 174.57
INCLUSIVE SERVICE PROGRAM
Payment Option Total $ 349.14
❑ P.O. Applicable taxes will be applied
P.O.Number:
❑ 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 M/LI( /t
Printed Name v u WI, in r V e Title / /natibci- Date 3
CUSTOMER COPY
ADDITIONAL TERMS AND CONDITIONS
These are the additional terms and conditions referred to on the face page to which they are if any, is purely incidental to the services performed by CSA. Neither CSA nor any of
attached (such face page, and any addendum(s) hereto, collectively with these terms and their affiliates has an obligation to erase or overwrite Data upon your return of the
conditions,the"Agreement"). Equipment to CSA or any leasing company. You are solely responsible for: (i)your
1.TERM. Maintenance under this Agreement shall start on the"Start Date"specified on the compliance with applicable law and legal requirements pertaining to data privacy,
face page hereof and shall renew for successive 12 month renewal terms unless either party security, retention and protection;and(ii)all decisions related to erasing or overwriting
gives written notice of non-renewal at least 30 days prior to the expiration of the then-current Data. Without limiting the foregoing,you should,(a)enable the Hard Disk Drive(HDD)
term(except that in the case of image dependent service,the renewal terms shall be of the data erase functionality that is a standard feature on certain Equipment and/or(b)prior to
same duration as the initial term).The renewal charges shall be reflected on the invoice for the return or other disposition of the Equipment, utilize the Hard Disk Drive (HDD) (or
first billing cycle of the renewal period. comparable) formatting function (which may be referred to as "Initialized All
2.CHARGES.Base charges shall be billed in advance and per image charges shall be billed in Data/Settings"function) if found on the Equipment to perform a one pass overwrite of
arrears.Invoices shall be due and payable within 30 days of the invoice date unless otherwise Data or, if you have higher security requirements, you may purchase from CSA at
stated on the invoice.Applicable taxes shall be added to the charges. If payments are late, current rates an available option for the Equipment,which may include(x)an HDD Data
CSA may charge you and you agree to pay,a late charge equal to five percent(5%)of the Encryption Kit option which disguises information before it is written to the hard drive
amount due for each billing period or portion of a billing period such payment is delayed as using encryption algorithms,(y)a HDD Data Erase Kit that can perform up to a 3-pass
reasonable collection fees,not to exceed the maximum amount permitted by law. overwrite of Data(for Equipment not containing data erase functionality as a standard
(a)If image dependent service is selected,there shall be no per image charges;however, feature),or(z)a replacement hard drive(in which case you should properly destroy the
notwithstanding paragraph 1 above and 2(b)below,the then-current term shall terminate at replaced hard drive). The terms of this Section 5 shall solely govern as to Data,
the end of the number of months specified on the face page or on the date when the images notwithstanding that any provisions of this Agreement or any separate confidentiality or
made exceed the maximum covered images specified on the face page, whichever event data security or other agreement now or hereafter entered into between you and CSA
occurs sooner. could be construed to apply to Data.
(b) Toner inclusive and image dependent service includes replenishment of consumables 6. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY. CSA
specified on the face page for exclusive use with the Equipment. CSA may terminate this EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING
Agreement if you use the consumables in a different manner. In the event your toner usage IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
exceeds by more than 10%the published manufacturer specifications for conventional office PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE EQUIPMENT AND
image coverage,as determined by CSA,CSA may invoice you for such excess usage. You SOFTWARE OR ANY METER READ COLLECTION METHOD PROVIDED BY CSA.
may purchase additional toner from CSA if required during the term.You shall bear all risk of YOU EXPRESSLY ACKNOWLEDGE THAT THE FURNISHING OF MAINTENANCE
loss,theft or damage to unused consumables,which shall remain GSA's property and shall be SERVICE UNDER THIS AGREEMENT DOES NOT ASSURE UNINTERRUPTED
returned promptly upon termination of this Agreement. OPERATION AND USE OF THE EQUIPMENT,SOFTWARE OR METER COLLECTION
(c)If you have selected the Fleet or Aggregate Coverage Plan,the Base Charge and the METHODS. CSA SHALL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY
Covered Images shall apply to all of the Equipment.If specified on the face page that the DAMAGE EXCEPT TO THE EXTENT CAUSED BY CSA'S NEGLIGENCE OR WILLFUL
Equipment is under a Fleet Coverage Plan,the maintenance term for all Equipment under this MISCONDUCT. CSA SHALL NOT BE LIABLE FOR EXPENDITURES FOR
Agreement shall be the same as the maintenance term for all listed items.If the Equipment is SUBSTITUTE EQUIPMENT OR SERVICES,LOSS OF REVENUE OR PROFIT,LOSS
under an Aggregate Coverage Plan,the Covered Images shall apply to all of the Equipment, OR CORRUPTION OF DATA, FAILURE TO REALIZE SAVINGS OR OTHER
on an aggregated basis,for so long as the maintenance term for all such listed items BENEFITS,STORAGE CHARGES OR OTHER INCIDENTAL,SPECIAL,PUNITIVE OR
continues. CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO
(d) Unless otherwise indicated on the face page, you authorize CSA to use networked USE THE EQUIPMENT, SOFTWARE OR METER COLLECTION METHODS,
features of the Equipment including imageWARE Remote to receive software updates,activate REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED AND
features/new licenses and/or transmit use and service data accumulated by the Equipment EVEN IF CSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
over your network by means of an HTTPS protocol and to store,analyze and use such data for 7.DEFAULT.You shall be in default of this Agreement if you fail to perform any of your
purposes related to servicing the Equipment and product improvement. obligations under this Agreement,including making prompt undisputed payments when
(e)You agree to provide meter readings to CSA,if applicable,in accordance with the meter due. CSA may withhold service under this Agreement in whole or in part until any
read option selected and GSA's normal procedures. If you selected GSA's eManage website, delinquent payment is received by CSA. CSA may terminate this Agreement in whole or
you shall complete GSA's registration process governing access to and use of such website. in part upon your default with thirty(30)days notice to you,unless such default is cured
CSA may change your meter read options from time to time upon 60 days notice.If CSA does by you within the thirty(30)day period. If an overdue payment is disputed in good faith
not receive timely meter readings from you, you agree to pay invoices that reflect GSA's within thirty(30)days after the due date thereof,you shall pay all undisputed amounts
estimates of meter readings. CSA reserves the right to verify the accuracy of any meter and promptly make a good faith effort to resolve such dispute with CSA. In the event of
readings from time to time, and to invoice you for any shortfall in the invoice for the next your default, CSA may,without limiting its other rights and remedies available under
periodic billing cycle. applicable law and this Agreement,require you to pay all charges then due but unpaid,
3. COVERED SERVICE. CSA shall provide all routine preventive maintenance and including any applicable late charges, plus an early termination fee equal to three(3)
emergency service necessary to keep the Equipment in good working order in accordance with times the average monthly billing to date and any excess toner charges per Section 2(b).
this Agreement and GSA's normal practice. Such service shall be performed during GSA's You agree that such charges are reasonable liquidated damages for loss of bargain and
local regular business hours(8:30 A.M.to 5:00 P.M.Monday through Friday,except holidays). not a penalty.
(a)You shall afford CSA reasonable access to the Equipment to perform on-site service. 8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CSA may terminate its maintenance obligations as to any Equipment if you relocate it to a site CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
outside GSA's service territory.If,in CSA's opinion,any Equipment cannot be maintained in YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE
good working order through GSA's routine maintenance services,CSA may,at its option, (i) OR FEDERAL COURT LOCATED WITHIN THE CITY OF NEW YORK UPON SERVICE
substitute comparable Equipment or(ii)cancel any balance of the term of this Agreement as to OF PROCESS MADE IN ACCORDANCE WITH THE APPLICABLE STATUTES AND
such Equipment and refund the unearned portion of any prepaid charges hereunder.Parts or RULES OF THE STATE OF NEW YORK OR THE UNITED STATES. ANY AND ALL
Equipment replaced or removed by CSA in connection with maintenance services hereunder SUITS COMMENCED BY YOU AGAINST CSA,WHETHER OR NOT ARISING UNDER
shall become the property of CSA and you disclaim any interest therein. THIS AGREEMENT AND REGARDLESS OF THE LEGAL THEORY UPON WHICH
(b) CSA shall make available to you from time to time and at prevailing prices if any, SUCH SUITS ARE BASED, SHALL BE BROUGHT ONLY IN THE STATE OR
upgrades and bug fixes for the software licensed as part of the Equipment but only if and as FEDERAL COURTS LOCATED WITHIN THE CITY OF NEW YORK. YOU HEREBY
such upgrades and bug fixes are provided to CSA by suppliers of the Software. CSA shall WAIVE OBJECTIONS AS TO VENUE AND CONVENIENCE OF FORUM. ANY SUIT
also use reasonable efforts to provide Level 1 support for the software. Level 1 support BETWEEN THE PARTIES HERETO, OTHER THAN ONE SEEKING PAYMENT OF
consists of providing help-line telephone assistance in operating the software and identifying AMOUNTS DUE HEREUNDER, SHALL BE COMMENCED, IF AT ALL,WITHIN ONE
service problems,facilitating contact between you and the supplier of the software to rectify (1) YEAR OF THE DATE THAT THE CLAIM ACCRUES. THE PARTIES
such problems and maintaining a log of such problems to assist in tracking the same. You IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN
acknowledge that CSA is not the developer of any of the software and other than the THEM.
foregoing,support for software is not provided under this Agreement. 9. ENTIRE AGREEMENT.This Agreement shall be binding upon your signature and
4. NON-COVERED SERVICE.The following services,and any other work beyond the scope upon the installation of the Equipment by CSA or commencement of the covered
of this Agreement, shall be invoiced in accordance with GSA's then current labor,parts and services if this Agreement is for renewal of a prior maintenance agreement or for
supply charges:(a)replacement of any consumable supply item,including,without limitation, equipment previously installed. This Agreement constitutes the entire agreement
paper,toner,ink,waste containers,fuser oil or staples(except for toner inclusive service to the between the parties with respect to the furnishing of maintenance service for the
extent provided in Subparagraph 2(b)above), other media,print heads and puncher dies;(b) Equipment, superseding all previous proposals and agreements, oral or written. All
repairs necessitated by factors other than normal use including,without limitation,any willful provisions of this Agreement including Section 5,which by their nature can be construed
act, negligence, abuse or misuse of the Equipment; the use of parts, supplies or software to survive the expiration or termination of the Agreement shall so survive.Any purchase
which are not supplied by CSA and which cause abnormally frequent service calls or service order utilized by you shall be for your administrative convenience only,and any terms
problems; service performed by personnel other than CSA personnel; accident; use of the therein which conflict with, vary from or supplement the provisions of this Agreement
Equipment with non-compatible hardware or software components; electrical power shall be deemed null and void. No representation or statement not contained on the
malfunction or heating, cooling or humidity ambient conditions; (c) de-installation, re- original of this Agreement shall be binding upon CSA as a warranty or otherwise,nor
installation or relocation of Equipment;(d)repairs to or realignment of Equipment,and related shall this Agreement be modified or amended except by a writing signed by both you
training, necessitated by changes you made to your system configuration or network and a designated representative of CSA.If a court finds any provision of this Agreement
environment;(e)work which you request to be performed outside of GSA's regular business (or part thereof)to be unenforceable,the remaining provisions of this Agreement shall
hours;or(f)repair of any network/system connection device,except when listed on face page. remain in full force and effect. This Agreement shall not be assignable by you without
5. DATA. You acknowledge that the hard drive(s) on the Equipment,including attached GSA's prior written consent,and any attempted assignment without such consent shall
devices,may retain images,content or other data during normal operation of the Equipment be void. You expressly disclaim having relied upon any representation or statement
("Data")and that exposure or access to the Data by CSA, concerning the capability, condition, operation, performance or specifications of the
Equipment and Software,except to the extent set forth on 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 original for all purposes.
SER-023G March 2014 CSA Customer Initials Date
' Carlon
CANON SOLUTIONS AMERICA
300 COMMERCE SQUARE BLVD Page 2 of 2 REPRESENTATIVE K05024
BURLINGTON,NJ 08016
800-613-2228
www.csa.canon.com MAINTENANCE AGREEMENT
Bill To: 1622770 Ship To: 1622770
CITY OF RANCHO PALOS VERDES CITY OF RANCHO PALOS VERDES
30940 HAWTHORNE BLVD 30940 HAWTHORNE BLVD
RANCHO PALOS VERDES CA 90275-5391 RANCHO PALOS VERDES CA 90275-5391
United States United States
Contract# Billing Cycle Meter Cycle Start Date Expiration Date
1498365 Year Month 01/31/2015 01/30/2016
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
CLR USAGE 1 -- 0.085963
BW USAGE 1 -- 0.011770
CUSTOMER COPY
ADDITIONAL TERMS AND CONDITIONS
These are the additional terms and conditions referred to on the face page to which they are if any, is purely incidental to the services performed by CSA. Neither CSA nor any of
attached (such face page, and any addendum(s) hereto, collectively with these terms and their affiliates has an obligation to erase or overwrite Data upon your return of the
conditions,the"Agreement"). Equipment to CSA or any leasing company. You are solely responsible for: (i)your
1.TERM. Maintenance under this Agreement shall start on the"Start Date"specified on the compliance with applicable law and legal requirements pertaining to data privacy,
face page hereof and shall renew for successive 12 month renewal terms unless either party security,retention and protection;and(ii)all decisions related to erasing or overwriting
gives written notice of non-renewal at least 30 days prior to the expiration of the then-current Data. Without limiting the foregoing,you should,(a)enable the Hard Disk Drive(HDD)
term(except that in the case of image dependent service,the renewal terms shall be of the data erase functionality that is a standard feature on certain Equipment and/or(b)prior to
same duration as the initial term).The renewal charges shall be reflected on the invoice for the return or other disposition of the Equipment, utilize the Hard Disk Drive (HDD) (or
first billing cycle of the renewal period. comparable) formatting function (which may be referred to as "Initialized All
2.CHARGES.Base charges shall be billed in advance and per image charges shall be billed in Data/Settings"function) if found on the Equipment to perform a one pass overwrite of
arrears.Invoices shall be due and payable within 30 days of the invoice date unless otherwise Data or, if you have higher security requirements, you may purchase from CSA at
stated on the invoice.Applicable taxes shall be added to the charges. If payments are late, current rates an available option for the Equipment,which may include(x)an HDD Data
CSA may charge you and you agree to pay,a late charge equal to five percent(5%)of the Encryption Kit option which disguises information before it is written to the hard drive
amount due for each billing period or portion of a billing period such payment is delayed as using encryption algorithms,(y)a HDD Data Erase Kit that can perform up to a 3-pass
reasonable collection fees,not to exceed the maximum amount permitted by law. overwrite of Data(for Equipment not containing data erase functionality as a standard
(a)If image dependent service is selected,there shall be no per image charges;however, feature),or(z)a replacement hard drive(in which case you should properly destroy the
notwithstanding paragraph 1 above and 2(b)below,the then-current term shall terminate at replaced hard drive). The terms of this Section 5 shall solely govern as to Data,
the end of the number of months specified on the face page or on the date when the images notwithstanding that any provisions of this Agreement or any separate confidentiality or
made exceed the maximum covered images specified on the face page, whichever event data security or other agreement now or hereafter entered into between you and CSA
occurs sooner. could be construed to apply to Data.
(b) Toner inclusive and image dependent service includes replenishment of consumables 6. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY. CSA
specified on the face page for exclusive use with the Equipment. CSA may terminate this EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING
Agreement if you use the consumables in a different manner. In the event your toner usage IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
exceeds by more than 10%the published manufacturer specifications for conventional office PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE EQUIPMENT AND
image coverage,as determined by CSA,CSA may invoice you for such excess usage. You SOFTWARE OR ANY METER READ COLLECTION METHOD PROVIDED BY CSA.
may purchase additional toner from CSA if required during the term.You shall bear all risk of YOU EXPRESSLY ACKNOWLEDGE THAT THE FURNISHING OF MAINTENANCE
loss,theft or damage to unused consumables,which shall remain CSA's property and shall be SERVICE UNDER THIS AGREEMENT DOES NOT ASSURE UNINTERRUPTED
returned promptly upon termination of this Agreement. OPERATION AND USE OF THE EQUIPMENT,SOFTWARE OR METER COLLECTION
(c)If you have selected the Fleet or Aggregate Coverage Plan,the Base Charge and the METHODS. CSA SHALL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY
Covered Images shall apply to all of the Equipment.If specified on the face page that the DAMAGE EXCEPT TO THE EXTENT CAUSED BY CSA'S NEGLIGENCE OR WILLFUL
Equipment is under a Fleet Coverage Plan,the maintenance term for all Equipment under this MISCONDUCT. CSA SHALL NOT BE LIABLE FOR EXPENDITURES FOR
Agreement shall be the same as the maintenance term for all listed items.If the Equipment is SUBSTITUTE EQUIPMENT OR SERVICES,LOSS OF REVENUE OR PROFIT,LOSS
under an Aggregate Coverage Plan,the Covered Images shall apply to all of the Equipment, OR CORRUPTION OF DATA, FAILURE TO REALIZE SAVINGS OR OTHER
on an aggregated basis,for so long as the maintenance term for all such listed items BENEFITS,STORAGE CHARGES OR OTHER INCIDENTAL,SPECIAL,PUNITIVE OR
continues. CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO
(d) Unless otherwise indicated on the face page, you authorize CSA to use networked USE THE EQUIPMENT, SOFTWARE OR METER COLLECTION METHODS,
features of the Equipment including imageWARE Remote to receive software updates,activate REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED AND
features/new licenses and/or transmit use and service data accumulated by the Equipment EVEN IF CSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
over your network by means of an HTTPS protocol and to store,analyze and use such data for 7.DEFAULT.You shall be in default of this Agreement if you fail to perform any of your
purposes related to servicing the Equipment and product improvement. obligations under this Agreement,including making prompt undisputed payments when
(e)You agree to provide meter readings to CSA,if applicable,in accordance with the meter due. CSA may withhold service under this Agreement in whole or in part until any
read option selected and GSA's normal procedures.If you selected GSA's eManage website, delinquent payment is received by CSA. CSA may terminate this Agreement in whole or
you shall complete GSA's registration process governing access to and use of such website. in part upon your default with thirty(30)days notice to you,unless such default is cured
CSA may change your meter read options from time to time upon 60 days notice.If CSA does by you within the thirty(30)day period. If an overdue payment is disputed in good faith
not receive timely meter readings from you, you agree to pay invoices that reflect GSA's within thirty(30)days after the due date thereof,you shall pay all undisputed amounts
estimates of meter readings. CSA reserves the right to verify the accuracy of any meter and promptly make a good faith effort to resolve such dispute with CSA. In the event of
readings from time to time, and to invoice you for any shortfall in the invoice for the next your default, CSA may, without limiting its other rights and remedies available under
periodic billing cycle. applicable law and this Agreement,require you to pay all charges then due but unpaid,
3. COVERED SERVICE. CSA shall provide all routine preventive maintenance and including any applicable late charges, plus an early termination fee equal to three(3)
emergency service necessary to keep the Equipment in good working order in accordance with times the average monthly billing to date and any excess toner charges per Section 2(b).
this Agreement and GSA's normal practice. Such service shall be performed during GSA's You agree that such charges are reasonable liquidated damages for loss of bargain and
local regular business hours(8:30 A.M.to 5:00 P.M.Monday through Friday,except holidays). not a penalty.
(a)You shall afford CSA reasonable access to the Equipment to perform on-site service. 8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CSA may terminate its maintenance obligations as to any Equipment if you relocate it to a site CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
outside GSA's service territory. If,in GSA's opinion,any Equipment cannot be maintained in YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE
good working order through GSA's routine maintenance services,CSA may,at its option,(i) OR FEDERAL COURT LOCATED WITHIN THE CITY OF NEW YORK UPON SERVICE
substitute comparable Equipment or(ii)cancel any balance of the term of this Agreement as to OF PROCESS MADE IN ACCORDANCE WITH THE APPLICABLE STATUTES AND
such Equipment and refund the unearned portion of any prepaid charges hereunder.Parts or RULES OF THE STATE OF NEW YORK OR THE UNITED STATES. ANY AND ALL
Equipment replaced or removed by CSA in connection with maintenance services hereunder SUITS COMMENCED BY YOU AGAINST CSA,WHETHER OR NOT ARISING UNDER
shall become the property of CSA and you disclaim any interest therein. THIS AGREEMENT AND REGARDLESS OF THE LEGAL THEORY UPON WHICH
(b) CSA shall make available to you from time to time and at prevailing prices if any, SUCH SUITS ARE BASED, SHALL BE BROUGHT ONLY IN THE STATE OR
upgrades and bug fixes for the software licensed as part of the Equipment but only if and as FEDERAL COURTS LOCATED WITHIN THE CITY OF NEW YORK. YOU HEREBY
such upgrades and bug fixes are provided to CSA by suppliers of the Software. CSA shall WAIVE OBJECTIONS AS TO VENUE AND CONVENIENCE OF FORUM. ANY SUIT
also use reasonable efforts to provide Level 1 support for the software. Level 1 support BETWEEN THE PARTIES HERETO, OTHER THAN ONE SEEKING PAYMENT OF
consists of providing help-line telephone assistance in operating the software and identifying AMOUNTS DUE HEREUNDER, SHALL BE COMMENCED, IF AT ALL,WITHIN ONE
service problems, facilitating contact between you and the supplier of the software to rectify (1) YEAR OF THE DATE THAT THE CLAIM ACCRUES. THE PARTIES
such problems and maintaining a log of such problems to assist in tracking the same. You IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN
acknowledge that CSA is not the developer of any of the software and other than the THEM.
foregoing,support for software is not provided under this Agreement. 9. ENTIRE AGREEMENT.This Agreement shall be binding upon your signature and
4. NON-COVERED SERVICE.The following services,and any other work beyond the scope upon the installation of the Equipment by CSA or commencement of the covered
of this Agreement,shall be invoiced in accordance with GSA's then current labor, parts and services if this Agreement is for renewal of a prior maintenance agreement or for
supply charges:(a)replacement of any consumable supply item,including,without limitation, equipment previously installed. This Agreement constitutes the entire agreement
paper,toner,ink,waste containers,fuser oil or staples(except for toner inclusive service to the between the parties with respect to the furnishing of maintenance service for the
extent provided in Subparagraph 2(b)above), other media,print heads and puncher dies;(b) Equipment, superseding all previous proposals and agreements, oral or written. All
repairs necessitated by factors other than normal use including,without limitation,any willful provisions of this Agreement including Section 5,which by their nature can be construed
act, negligence, abuse or misuse of the Equipment; the use of parts, supplies or software to survive the expiration or termination of the Agreement shall so survive.Any purchase
which are not supplied by CSA and which cause abnormally frequent service calls or service order utilized by you shall be for your administrative convenience only,and any terms
problems; service performed by personnel other than CSA personnel; accident; use of the therein which conflict with, vary from or supplement the provisions of this Agreement
Equipment with non-compatible hardware or software components; electrical power shall be deemed null and void. No representation or statement not contained on the
malfunction or heating, cooling or humidity ambient conditions; (c) de-installation, re- original of this Agreement shall be binding upon CSA as a warranty or otherwise,nor
installation or relocation of Equipment;(d)repairs to or realignment of Equipment,and related shall this Agreement be modified or amended except by a writing signed by both you
training, necessitated by changes you made to your system configuration or network and a designated representative of CSA.If a court finds any provision of this Agreement
environment;(e)work which you request to be performed outside of GSA's regular business (or part thereof)to be unenforceable,the remaining provisions of this Agreement shall
hours;or(f)repair of any network/system connection device,except when listed on face page. remain in full force and effect. This Agreement shall not be assignable by you without
5. DATA. You acknowledge that the hard drive(s) on the Equipment,including attached GSA's prior written consent,and any attempted assignment without such consent shall
devices,may retain images,content or other data during normal operation of the Equipment be void. You expressly disclaim having relied upon any representation or statement
("Data")and that exposure or access to the Data by CSA, conceming the capability, condition, operation, performance or specifications of the
Equipment and Software,except to the extent set forth on 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 original for all purposes.
SER-023G March 2014 CSA Customer Initials Date