Agreement - C3 Office Solutions - 2013-05-29 3 CUSTOMER CARE MAINTENANCE AGREEMENT
0 Off 1 c e S o l u t i o n s Version Date: May 29,2013
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Costa Mesa Sanitary District 628 W. 19th. St Costa Mesa, CA 92627
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Anna Sanchez 949-645-8400
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C STOM EFeEOC As T IOW a DEP AaRT MENTNAME -. , .AV'V . AI;i: KEY CONTACT 3,', .._ . PHON ; ,. A ` .,,;f I
Sharp locted t processing
yard on 174 W. Wilson Costa SAME ,
Mesa, CA 92627
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t 4 '� �g`3 � �� y =', _ agreement pertaining to the equipment hereunder. No other agreements
i� apply unless expressly noted on the face of this agreement or in the
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Customer has declined maintenance coverage at this time.The customer i
Initial Here understands obtaining maintenance coverage later may incur charges in
COLOR PRINS RATE „.~41,4E-VV-V:VOLUME S.� < : a addition to the normal maintenance charges and has been informed as to
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the current time and material billing rates.
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SOT.E , MAS c0 T N M E. '' CONLA , ;
5/29/2013
60 Months
1.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 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 C3 Offfice Solutions 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,C3 Offfice Solutions may terminate this Agreement if the equipment is modified,
damaged,altered or serviced by personnel other than the C3 Offfice Solutions Authorized Personnel,or if parts,accessories or components not meeting machine specifications are titled to the
Equipment.Maintend�tie.,shall not cover charges for repairs needed as a result of Customer or third party modifications to software or hardware.
2.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 C3 Offfice Solutions standard overtime rates in effect at the time Maintenance
visit. Maintenance performed 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,All parts necessary for proper operation of the Equipment requiring replacement due to normal wear and tear,subject to the general scope of
coverage,will be furnished free of charge during a service call.
4.MAJOR REPAIRS AND UPGRADES Major repairs resulting from misuses 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 shall not be considered covered Maintenance. C3 Office Solutions reserves the right to cancel the maintenance agreement,
should customer misuse or abuse the intended features of the device.
5.USE OF C3 Offfice Solutions SUPPLIES Customer is not obligated to use C3 Offfice Solutions approved supplies under this Agreement.If,however,the Customer uses other than C3 Offfice
Solutions approved supplies(other than paper)and such supplies result in damage to the device, C3 Offfice Solutions may,at its discretion,assess a surcharge or terminate this Agreement.If C3
Offfice Solutions terminates this Agreement,C3 Offfice Solutions may make service available on a"Per Call"basis based upon C3 Offfice Solutions standard rates in effect at the time of service.
6.SUPPLIES Supplies selected,if any,on the front of this Agreement("Supplies"),shall be included under this Agreement.C3 Offfice Solutions will provide such selected Supplies for use with the
Equipment covered by this Agreement only and are not for resale or for use with other equipment.
7.ELECTRICAL REOUIRMENTS In order to insure optimum performance of the Equipment,Customer must comply with all Canon required electrical specification,including but not limited to use
of designated circuit and outlets and required voltage requirements.These power standards are required by UL and/or local safety regulations. C3 Office Solutions can cancel the agreement
should customer not comply with C3 Office Solutions recommended electrical requirements
8.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 fee with
respect to any renewal term,will be charged at the 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 due date.You agree that after the first 12 months of the term(or any extension or renewal)of this Agreement,and at the end of each following 12 month
period thereafter,the base charges and cost per copy charges may be increased by an amount not to exceed 10%of the,base Charge(s)and/or cost per copy charges,in effect at the end of the
prior 12 month period.If stated equipment is moved beyond any C3 Offfice Solutions service territory,C3 Offfice Solutions reserves the right to cancel this Agreement upon written notice to the
Customer,or C3 Offfice Solutions may charge(and Customer hereby agrees to pay)a fair and reasonable upcharge for continued service. Typically related to extreme rural relocations.
9.METER READING 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,C3 Offfice
Solutions 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.
10.TERM This Agreement shall become effective upon C3 Offfice Solutions receipt from Customer of the initial non-refundable maintenance charge if applicable,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 be as
specified on the first page of this Agreement.
11.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,C3 Offfice Solutions may in its discretion take any one or more of the following actions:(I)cease performing all Maintenance or any other service under this Agreement;
(ii)furnish 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 C3 Offfice Solutions
within(10)days of the expiration or termination of this Agreement.Customer,upon payment of all such amounts due,shall thereafter have no further liability or obligation to C3 Offfice Solutions
whatsoever for any further fees or expenses arising hereunder.In the event C3 Offfice Solutions terminates this Agreement because of the breach of Customer,C3 Offfice Solutions shall be
entitled to payment for work in progress plus reimbursement for out-of-pocket expenses.
12.INDEMNITY Customer shall indemnify,save and hold C3 Offfice Solutions,its affiliates,officers,directors,shareholders,employees,agents and representatives and its and their successors
and assigns("C3 Offfice Solutions 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,C3 Offfice Solutions may do so and recover from Customer in addition,all costs and
expenses,including,attorneys'fees in connection therewith.C3 Offfice Solutions shall be entitled to recover from Customer all costs and expenses including without limitation,attorney's fees and
disbursement,incurred by C3 Offfice Solutions in connection with actions taken by C3 Offfice Solutions 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 SOS'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 C3 Offfice Solutions transactions with Customer.
13.ENTIRE AGREEMENT This constitutes the entire Agreement between the parties relating to the subject matter hereof.Any modifications to this Agreement must be in writing and signed by
both parties.
14.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.
15.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 provision of this Agreement shall remain in full force and effect.
16.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. v-
17.JURISDICTION All parties hereby consent to the exclusive jurisdiction Of the Federal Courts located in CA and the State Courts located in CA in any proceeding arising out of or relating to this
Agreement.
18.LIMITATION OF LIABILITY To the extent permitted by law,in no event shall C3 Offfice Solutions 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 C3 Office
Solutions 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 unrelated to the
device(s)described in this agreement. Network and or connectivity services not included in this contract are available from C3 Office Solutions at additional costs.
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19.FORCE MAJEURE C3 Offfice Solutions shall not be liable to't`eisto r for any failure or delay caused by events beyond C3 Offfice Solutions control,including.without limitation,Customer's
failure to furnish necessary information;sabotage;failure o�delays iri traannspdrtation 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;flodtP,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.
20.C3 PLATINUM SERVICE RESPONSE GUARANTEE C3 Office Solutions will guarantee a 4 hour response time after phone call from technican.If 4 hour response time is not met,a 5%
reduction on current months cost per click invoice will be issued.
21.C3 PLATINUM REPLACEMENT GUARANTEE C3 Office Solutions will provide the customer with a replacement device that has the same or upgraded features,if machine is not performing up
to manufacturers standards.
22.EQUIPMENT STATUS C3 Office Solutions guarantees that all equipment and hardware is new and does not consist of remanufactured parts unless C3 is providing a demo unit.
Acknowledgement of pages 2-2 In'