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HomeMy WebLinkAboutPR 17818: PURCHASE OF COPIER FOR CITY SECRETARY'S OFFICE/ELECTIONS DIVISION i P. R. No. 17818 07/31/13 sb RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO AN ACQUISITION AGREEMENT AND MAINTENANCE AGREEMENT FOR THE PURCHASE OF A CANON C7270 COPIER FROM CANON SOLUTIONS AMERICA OF BEAUMONT, TEXAS, THROUGH TEXAS DEPARTMENT OF INFORMATION RESOURCES (TXDIR) CONTRACT NO. DIR -SDD -1662, FOR THE CITY SECRETARY /ELECTIONS DEPARTMENT IN THE AMOUNT OF $19,533 FOR THE PURCHASE, AND ANNUAL MAINTENANCE IN THE NOT TO EXCEED AMOUNT OF $2,000; FUNDS AVAILABLE IN ACCOUNT NO. 001- 1011- 513.92 -00. WHEREAS, Chapter 271 of the Texas Local Government Code allows a city, by resolution of its governing body, to participate in cooperative purchasing programs, such as Texas Department of Information Resources (TXDIR), as an alternative to a formal bid process; and WHEREAS, in order to improve productivity with regards to the council agendas, elections and everyday jobs produced within the department, the City Secretary's office obtained quotes via Texas Department of Information Resources (TXDIR) for the purchase of a color copier; and WHEREAS, the new copier is replacing a black and white copier purchased in 2001; and PR17818 WHEREAS, the City Secretary's Office along with the Purchasing Department have reviewed the costs of various vendors and determined that the quote received from Canon Solutions America of Beaumont, Texas through Texas Department of Information Resources (TXDIR) under Contract No. DIR -SDD -1662, in the amount of $19,533, with an annual maintenance agreement not to exceed $2,000 meets the requirements needed by that department; and WHEREAS, funds are budgeted in Account No. 001- 1011- 513.92 -00 for this purchase. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That the City Manager is authorized and directed to execute an Acquisition Agreement and Maintenance Agreement between the City of Port Arthur and Canon Solutions America, in substantially the same form as attached as Exhibits "A" and "B ", respectively. Section 3. That a copy of the caption of this Resolution be spread upon the Minutes of the City Council. READ, ADOPTED AND APPROVED on this day of August A.D., 2013, at a Regular Meeting of the City Council of the City of Port Arthur, by the following vote: AYES: PR17818 Mayor: Councilmembers: NOES: DELORIS PRINCE, MAYOR ATTEST: SHERRI BELLARD CITY SECRETARY AfPrVyp AS 1/0 FORM: VA TIZENO CITY ATTORNEY APPROVED FOR ADMINISTRATION: FLOYD T. JOHNSON CITY MANAGER APPROVED AS TO AVAILABILITY OF FUNDS: . - i ° TORAH ECHOLS, CPA FINANCE DIRECTOR Iii ' /. 1, . ✓ SHA►"NA TUBBS, CP''O, CPPB PURCHASING MANAGER PR17818 EXHIBIT "A" PR17818 JO 11'13 2 4E.Pti Ctnno-nn ACQUISITION AGREEMENT LEASE OR PURCHASE CANON SOLUTIONS AMERICA Canon Solutions America, Inc. ( "CSA ") 4 Ohio Drive, Lake Success, NY 11042 (800) 613 -2228 Salesperson Amanda Armiger Order Date: 07 / 26 / 2013 Customer ( "you "): Customer Account: SR1592 Ship To: Customer Account: SR1603 Company: Pt Arthur City Accounts Payable Company: Pt Arthur City City Secretary Address: Po Box 1089 Address: 444 4th St City: Port Arthur County:Jefferson City: Port Arthur County: Jefferson State: TX Zip: 77641 Phone #: 409/983 -8175 State: TX Zip: 77640 Phone #: 409/983 -8175 Contact: Sherry Fax #: Contact: Lindsay Fax #: Email: Email: 1 Lease or Purchase: ❑ You agree to lease the items listed below or in any addendum(s) to this Agreement from the Leasing Company identified below, at the fixed periodic lease payments indicated below or in any addendum(s) to this Agreement and for the fixed term specified in the lease agreement between you and the Leasing Company. Delivery to you of the items specified is contingent on you signing a lease agreement with the Leasing Company. ❑ Canon Financial Services, Inc. ❑ Other (Name of Leasing Company): © You agree to purchase the items listed below or in any addendum(s) to this Agreement, for the purchase price specified. The "bill to" for the items listed is the Leasing Company or you, depending on which box is checked above. PLEASE PRINT Equipment, Supplies and Licenses of Application Software with listed third party support contracts: Item Periodic Lease Code Product Description Qty Unit Price Payment or Purchase Price 5774B009 IR -ADV C7270 BASE SET 1 0 19533 3732B009 SUPER G3 FAX BD -AD2 US 1 8033B001 DIRPRNT /SCN FOR MOBILE 1 3705B002 EXT 2/3H PUNCHER -A1 1 55956001 512MB RAM TYPE D 1 5790B001 BOOKLET FIN -L1 1 5799B005 PS PRT KIT -AS1E US 1 Payment Terms Other Requirements subtotal from Supplemental Addendum VI Check with Order Check # Subtotal 19533 ❑ P.O. Required ❑ Net 30 P.O. # Delivery/Install ❑ Lease Q Tax Exempt Sales Tax 0 ❑ Other (Attach Certificate) Total 19533 ❑ Credit Card: ❑ Customer Declines Deposit 0 Requires submission of secure credit card authorization form. Maintenance Agreement Balance Due 19533 Shipping Instructions Customer Delivery Information Customer IT Contact Information Ship Via: Truck Name Lindsay Email This individual may be contacted for network connectivity. Hours of Operation Phone 409/983 - 8115 Earliest Date for Delivery: / / Name Number of Steps Phone Special Delivery/Installation Instruction 4th floor. Would like current machine r Elevator Yes ❑ No ❑ Email Loading Dock Yes ❑ No 0 BY YOUR SIGNATURE BELOW, YOU AGREE TO LEASE OR PURCHASE, AS SPECIFIED ABOVE, THE ITEMS LISTED ABOVE OR IN ANY ADDENDUM(S) TO THIS AGREEMENT. YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT, CONSISTING OF TWO PAGES INCLUDING THIS FACE PAGE. THE ADDITIONAL TERMS AND CONDITIONS ON PAGE 2 HEREOF AND IN ANY ADDENDUM(S) HERETO ARE INCORPORATED AND MADE PART OF THIS AGREEMENT. Customer's Authorized Signature Printed Name Title Date SLS -204 January 2013 CSA (BPC) June 20, 2013 Canon CANON SOLUTIONS AMERICA Port Arthur City Secretary 1 New Canon C727o Digital Color- Copier- Printer- Scanner -Fax ✓ 70 b/w pages or 60 Color Copies /Scans — Pages Per Minute ✓ Includes Network Printing — Scanning as Standard Features ✓ Booklet Staple - Finisher /Electronic Sorting ✓ External 2/3 Hole Puncher ✓ 150 Sheet Single Pass Automatic Document Feeder ✓ Copy @ 1200 x 1200 dpi Resolution ✓ Reduction / Enlargement 25% to 400% ✓ 2 x 1100 & 2 x 550 Universal Paper Trays &i-loo Sheet Bypass ✓ Automatic 2 Sided Copies, Book Copy ✓ Paper sizes 8 1 /2 x 11 up to 13 x 19 ✓ PS Printer Kit ✓ Super G3 Fax ✓ Direct Print & Scan for Mobile ✓ Additional 512MB of Memory GEM5 p J urchase Otion $19 , 533 + Tax if a licable) _ � PP Service Program: $65.00 per month ✓ Includes: 10000 b/w pages per month Overages billed @ .0065 ✓ Color Copies billed @ .045 ✓ Full Service Maintenance Includes: All Parts, Labor, Travel & Trip Charges. ✓ Includes: All Toner, Staples and Consumable Supplies except paper. ✓ Includes: Initial Networking and Driver Installation for up to 6 workstations. For your convenience, this proposal (when authorized) converts to an order. Prices quoted here are valid for a period of 30 days. X Signature Amanda Armiger Account Representative 7510 Beaumont, Texas 77706 Title (903)261 -9730 Mobile (409)866 -2422 ext. 109 Office Email: aarmiger @csa.canon.com EXHIBIT "B" PRI7818 Ca'no'n MAINTENANCE AGREEMENT CORPORATE ADVANTAGE PROGRAM CANON SOLUTIONS AMERICA Canon Solutions America, Inc. ( "CSA ") 4 Ohio Drive, Lake Success, NY 11042 (800) 613 -2228 Salesperson Amanda Armiger Order Date: 07 / 26 / 2013 Customer ( "You "): Customer Account: Equipment Location: Customer Account: Company: Pt Arthur City Accounts Payable Company: Pt Arthur City City Secretary Address: Po Box 1089 Address:444 4th St City: Port Arthur County: Jefferson City: Port Arthur County: Jefferson State: TX Zip: 77641 Phone #: 409/983 -8175 State: TX Zip: 77640 Phone #: 409/983 -8175 Contact: Sherry Fax #: Contact: Sherry Fax #: Email: For each unit of Equipment listed, you shall indicate specific contact and location (if different than above) in the table below or in any Addendum to this Agreement. Maintenance Billing Entity PO Required Meter Read Collection Options Base Charge: CSA ❑ Canon Financial Services, Inc. ( "CFS ") © Yes ❑ No imageWARE Remote unless noted in table below* Per Image Charge: Q CSA ❑ Canon Financial Services, Inc. ( "CFS ") PO # W = eManage website Base Charge Billing Cycle • Initial Term Coverage Plan 12 If adding Equipment below to an existing ® Monthly Quarterly ['Other Months (min. 12) Ea Per Unit ❑ Fleet ❑ Aggregate Aggregate, provide either a contract # or serial # under A• • re•ate. Excess Per Image Charge Billing Cycle Price Plan Consumables Inclusive 2 Monthly ❑ Quarteriy ❑Other Q Standard ❑ Fixed ZI Toner (excludes clear) ❑ Other Staples Subject to the terms and conditions of this Agreement, CSA agrees to service the Equipment listed below or in any Addendum(s) to this Agreement at the charges stated herein or therein. For newly installed Equipment, the Start Date is provided in Paragraph 1 of the Additional Terms and Conditions. The Start Date for previously in place Equipment is / / Covered Images per unit or Fleet included in Base Charge Per Image Charge in Base Charge Alternate Model Serial # Start Meter All aggregate images should be listed per unit. excess of Covered Images per unit or Meter B & W Color B & W Color B & W Color Fleet Method* IR.ADV C7270 BASE SEl 1 0000 0.0065 0.045 $65 Contact: Lindsay Harris Phone #:4099838115 Fax #: Equipment Location:4th floor Email Address: lindsay.harris ©portarthur.net Contact: Phone #: Fax #: Equipment Location: Email Address: Contact: Phone #: Fax #: Equipment Location: Email Address: Contact: Phone #: Fax #: Equipment Location: Email Address: Subtotal from Supplemental Addendum CUSTOMER SATISFACTION POLICY Subtotal If you are not satisfied with the performance of your Canon or Oce brand product, upon your written request, CSA in its sole discretion will repair or replace the product with a like unit with equivalent capabilities. Prior to replacement, CSA shall have Tax had the opportunity to return the product to good working order in accordance with the terms of this agreement. This policy shall apply for 3 years from the date of installation or for the initial term of any CFS Lease, if longer, provided you are not in Total 65 default of this Agreement and such maintenance services have not been canceled or terminated. 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 Printed Name Title Date SER -223E January 2013 CSA (BPC) I ADDITIONAL TERMS AND CONDITIONS These are the additional terms and conditions referred to on the face page to which they are repairs necessitated by factors other than normal use including, without limitation, any willful act, attached (such face page, and any addendum(s) hereto, collectively with these terms and negligence, abuse or misuse of the Equipment; the use of parts, supplies or software which are conditions, the "Agreement"). not supplied by CSA and which cause abnormally frequent service calls or service problems; 1. TERM. Maintenance under this Agreement shall start on the date (the "Start Date ") of service performed by personnel other than CSA personnel; accident; use of the Equipment with installation for newly installed equipment (inclusive of standard embedded Canon brand non - compatible hardware or software components; electrical power malfunction or heating, software) (the "Equipment") covered under toner inclusive or image dependent service. For all cooling or humidity ambient conditions; (c) de- installation, re- installation or relocation of other newly installed Equipment, the Start Date shall be at the end of the relevant Equipment Equipment (other than by CSA); (d) repairs to or realignment of Equipment, and related training, warranty or 90 days from installation, whichever comes first. The Start Date is stated on the face necessitated by changes you made to your system configuration or network environment; (e) page for all previously in place Equipment. work which you request to be performed outside of CSA's regular business hours; or (f) repair of (a) The initial term specified on the face page shall renew for successive 12 month renewal any network/system connection device, except when listed on face page. terms unless either party gives written notice of non - renewal at least 30 days prior to the 5. DATA. You acknowledge that the hard drive(s) on the Equipment, including attached expiration of the then - current term (except that in the case of image dependent service, the devices, may retain images, content or other data during normal operation of the Equipment renewal terms shall be of the same duration as the initial term). The renewal charges shall be ( "Data ") and that exposure or access to the Data by CSA, if any, is purely incidental to the reflected on the invoice for the first billing cycle of the renewal period. You shall have the right to services performed by CSA. Neither CSA nor any of their affiliates has an obligation to erase or terminate this Agreement during any renewal term with 30 days advance written notice to CSA. overwrite Data upon your return of the Equipment to CSA or any leasing company. You are 2. CHARGES. Base charges shall be billed in advance and per image charges, shall be billed solely responsible for: (i) your compliance with applicable law and legal requirements pertaining in arrears; provided that the meter shall record a quantity of 2 images for any image produced on to data privacy, security, retention and protection; and (ii) all decisions related to erasing or media wider than 81/2". Invoices shall be due and payable within 30 days of the invoice date overwriting Data. Without limiting the foregoing, you should, prior to return or other disposition of unless otherwise stated on the invoice. Applicable taxes shall be added to the charges. If the Equipment, utilize the Hard Disk Drive (HDD) (or comparable) formatting function (which may payments are late, CSA may charge you and you agree to pay, a late charge equal to five be referred to as "Initialized All Data/Settings" function) if found on the Equipment to perform a percent (5 %) of the amount due for each billing period or portion of a billing period such payment one pass overwrite of Data or, if you have higher security requirements, you may purchase from is delayed as reasonable collection fees, not to exceed the maximum amount permitted by law. If CSA at current rates an available option for the Equipment, which may include (a) an HDD Data the Standard Price Plan is selected on the face side, the charges specified on the face page are Encryption Kit option which disguises infomtation before it is written to the hard drive using subject to an annual increase up to 10% (as detemtined by CSA in its sole discretion) either (i) encryption algorithms, (b) a HDD Data Erase Kit that can perform up to a 3 -pass overwrite of on each anniversary of the start date or (ii) once in each calendar year if you have selected the Data or (c) a replacement hard drive (in which case You should properly destroy the replaced Aggregate Coverage Plan. Fixed Price Plans shall not increase during the initial term. If you have hard drive). The terns of this Section 5 shall solely govem as to Data, notwithstanding that any selected CFS on the face page as the billing entity, your maintenance charges will appear on provisions of this Agreement or any separate confidentiality or data security or other agreement your periodic lease invoice along with standard lease charges. CFS will remit your payment of now or hereafter entered into between you and CSA could be construed to apply to Data. maintenance charges to CSA upon receipt. (a) Consumable Inclusive maintenance includes 6. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY. CSA EXPRESSLY replenishment of consumables specified on the face page for exclusive use with the Equipment. DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING IMPLIED WARRANTIES CSA may terminate this Agreement if use the consumables in a different manner. In the OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE event your toner usage exceeds by more than 10% the published manufacturer specifications for USE OR PERFORMANCE OF THE EQUIPMENT AND SOFTWARE OR ANY METER READ conventional office image coverage, as determined by CSA, CSA may invoice you for such COLLECTION METHOD PROVIDED BY CSA. YOU EXPRESSLY ACKNOWLEDGE THAT excess usage. You may purchase additional toner from CSA if required during the term. You THE FURNISHING OF MAINTENANCE SERVICE UNDER THIS AGREEMENT DOES NOT shall bear all risk of loss, theft or damage to unused consumables, which shall remain CSA's ASSURE UNINTERRUPTED OPERATION AND USE OF THE EQUIPMENT, SOFTWARE OR property and shall be retumed promptly upon termination of this Agreement. (b) If you have METER COLLECTION METHODS. CSA SHALL NOT BE LIABLE FOR PERSONAL INJURY selected the Fleet or Aggregate Coverage plan, the Base Charge and the Covered Images shall OR PROPERTY DAMAGE EXCEPT TO THE EXTENT CAUSED BY CSA'S NEGLIGENCE OR apply to all of the Equipment on the Schedule unless otherwise indicated. If specified on the WILLFUL MISCONDUCT. CSA SHALL NOT BE LIABLE FOR EXPENDITURES FOR face page that the Listed Items are being added to an existing Fleet Coverage Plan under a SUBSTITUTE EQUIPMENT OR SERVICES, LOSS OF REVENUE OR PROFIT, LOSS OR previous agreement between you and CSA, (i) the fleet shall include the listed items under the CORRUPTION OF DATA, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, previous agreement, and all other agreements for which the add to existing fleet option was STORAGE CHARGES OR OTHER INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL selected, and (ii) the maintenance term for all Listed Items under this Agreement shall be the DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE EQUIPMENT, , same as the maintenance tern for all listed items under all such previous agreements. (c) If SOFTWARE OR METER COLLECTION METHODS, REGARDLESS OF THE LEGAL THEORY j specified on the face page that the Listed Items are being added to an existing Aggregate ON WHICH THE CLAIM IS BASED AND EVEN IF CSA HAS BEEN ADVISED OF THE Coverage Plan under a previous agreement between you and CSA, the Covered Images shall POSSIBILITY OF SUCH DAMAGES. apply to all of the Equipment on the schedule , unless otherwise indicated, plus the listed items 7. DEFAULT. You shall be in default of this Agreement if you fail to perform any of your under the previous agreement(s), and all other agreements for which the add to existing obligations under this Agreement, including making prompt undisputed payments when due. Aggregate Coverage Plan was selected, on an aggregated basis, for so long as the maintenance CSA may withhold service under this Agreement in whole or in part until any delinquent payment term for all such listed items continues. (d) Unless otherwise indicated on the face page, you is received by CSA. CSA may terminate this Agreement in whole or in part upon your default with ' authorize CSA to use networked features of the Equipment including imageWARE Remote to thirty (30) days notice to you, unless such default is cured by you within the thirty (30) day period. receive software updates, activate features/new licenses and /or transmit use and service data . If an overdue payment is disputed in good faith within thirty (30) days after the due date thereof, . accumulated by the Equipment over your network by means of an HTTPS protocol and to store, you shall pay all undisputed amounts and promptly make a good faith effort to resolve such analyze and use such data for purposes related to servicing the Equipment and product dispute with CSA. In the event of your default, CSA may, without limiting its other rights and improvement. (e) You agree to provide meter readings to CSA, if applicable, in accordance with remedies available under applicable law and this Agreement, require you to pay all charges then the meter read option selected and CSA's normal procedures. If you selected CSA's eManage due but unpaid, including any applicable late charges, plus an early termination fee equal to website, you shall complete CSA's registration process goveming access to and use of such three (3) times the average monthly billing to date and any excess toner charges per Section website. CSA may change your meter read options from time to time upon 60 days notice. If 2(b).You agree that such charges are reasonable liquidated damages for loss of bargain and not CSA does not receive timely meter readings from you, you agree to pay invoices that reflect a penalty. CSA's estimates of meter readings. CSA reserves the right to verify the accuracy of any meter 8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND readings from time to time, and to invoice you for any shortfall in the invoice for the next periodic CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. YOU billing cycle. CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR 3. COVERED SERVICE. CSA shall provide all routine preventive maintenance and FEDERAL COURT LOCATED WITHIN THE CITY OF NEW YORK UPON SERVICE OF emergency service necessary to keep the Equipment in good working order in accordance with PROCESS MADE IN ACCORDANCE WITH THE APPLICABLE STATUTES AND RULES OF this Agreement and CSA's normal practice. Such service shall be performed during CSA's local THE STATE OF NEW YORK OR THE UNITED STATES. ANY AND ALL SUITS regular business hours (8:30 A.M. to 5:00 P.M. Monday through Friday, except holidays). (a) You COMMENCED BY YOU AGAINST CSA, WHETHER OR NOT ARISING UNDER THIS shall afford CSA reasonable access to the Equipment to perform on -site service. CSA may AGREEMENT AND REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH SUITS terminate its maintenance obligations as to any Equipment if you relocate it to a site outside ARE BASED, SHALL BE BROUGHT ONLY IN THE STATE OR FEDERAL COURTS CSA's service territory. If, in CSA's opinion, any Equipment cannot be maintained in good LOCATED WITHIN THE CITY OF NEW YORK. YOU HEREBY WAIVE OBJECTIONS AS TO III! working order through CSA's routine maintenance services, CSA may, at its option, (i) substitute VENUE AND CONVENIENCE OF FORUM. ANY SUIT BETWEEN THE PARTIES HERETO, comparable Equipment or (ii) cancel any balance of the term of this Agreement as to such OTHER THAN ONE SEEKING PAYMENT OF AMOUNTS DUE HEREUNDER, SHALL BE Equipment and refund the uneamed portion of any prepaid charges hereunder. Parts or COMMENCED, IF AT ALL, WITHIN ONE (1) YEAR OF THE DATE THAT THE CLAIM Equipment replaced or removed by CSA in connection with maintenance services hereunder ACCRUES. THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY shall become the properly of CSA and you disclaim any interest therein. (b) CSA shall make SUIT BETWEEN THEM. available to you from time to time upgrades and bug fixes for the software licensed as part of the 9. ENTIRE AGREEMENT. This Agreement shall be binding upon your signature and upon the Equipment ( "Embedded Software"), but: (i) only if such upgrades and bug fixes are provided to installation of the Equipment by CSA or commencement of the covered services if this CSA by suppliers of such Embedded Software, (ii) availability of upgrades and bug fixes may be Agreement is for renewal of a prior maintenance agreement or for equipment previously at additional charge, and (iii) installation of such upgrades and bug fixes by CSA if requested by installed. This Agreement constitutes the entire agreement between the parties with respect to you shall be at additional charge. You are not required to use CSA for installation of any the fumishing of maintenance service for the Equipment, superseding all previous proposals and upgrades and bug fixes, but if installation is done by anyone other than CSA, CSA shall have no agreements, oral or written. All provisions of this Agreement including Section 5, which by their responsibility for any performance or other issues that may result from such installation. CSA nature can be construed to survive the expiration or termination of the Agreement shall so shall also use reasonable efforts to provide Level 1 support for the Embedded Software. Level 1 survive. Any purchase order utilized by you shall be for your administrative convenience only, support consists of providing help -line telephone assistance in operating the Embedded Software and any terms therein which conflict with, vary from or supplement the provisions of this and identifying service problems, facilitating contact between you and the supplier of the Listed Agreement shall be deemed null and void. No representation or statement not contained on the Software to rectify such problems and maintaining a log of such problems to assist in tracking the original of this Agreement shall be binding upon CSA as a warranty or otherwise, nor shall this same. Embedded Software as used herein does not include separately -priced application Agreement be modified or amended except by a writing signed by both you and an officer of software supplied by CSA to you under any separate acquisition agreement, and support CSA. If a court finds any provision of this Agreement (or part thereof) to be unenforceable, the therefor shall be solely governed by the provisions thereof. You acknowledge that CSA is not the remaining provisions of this Agreement shall remain in full force and effect. This Agreement shall developer of any of the Embedded Software or other software and other than the foregoing, not be assignable by you without CSA's prior written consent, and any attempted assignment support for software is not provided under this Agreement. without such consent shall be void. You expressly disclaim having relied upon any representation 4. NON - COVERED SERVICE. The following services, and any other work beyond the scope or statement concerning the capability, condition, operation, performance or specifications of the of this Agreement, shall be invoiced in accordance with CSA's then current labor, parts and Equipment and Software, except to the extent set forth on the original of this Agreement. You supply charges: (a) replacement of any consumable supply item, including, without limitation, agree that CSA may accept an electronic image of this Agreement as an original, and that PPI Y r9 O P PPI Y 9. Y P 9 9 paper, toner, ink, waste containers, fuser oil or staples (except for toner inclusive service to the electronic copies of your signature will be treated as an original for all purposes. extent provided in Subparagraph 2(b) above), other media, print heads and puncher dies; (b) SER -223E January 2013 CSA (BPC) Page 2 Customer Initials Date