Resolution No. 100681 RESOLUTION NO. 10,068
2
3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
4 VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
MAINTENANCE AGREEMENT BY AND BETWEEN THE CITY OF
5 VERNON AND CANON BUSINESS SOLUTIONS, INC FOR
6 COPIER MAINTENANCE
7 WHEREAS, various departments within the City have purchased
8 copiers from Canon Business Solutions, Inc. ("Canon") that need to be
9 maintained to facilitate the efficient operation of each department;
10 and
11 WHEREAS, by memo dated August 24, 2009, the Director of
12 Business Services has submitted for approval a Maintenance Agreement
13 with Canon for the copier used by the Risk Management Department for
14 $577.50 for the period June 29, 2009 through. June 28, 2010; and
15 WHEREAS, the City Council of the City of Vernon has
16 determined that, pursuant to the provisions of subsection (a) of
17 Section 2.27 of the Vernon City Code, it is in the public interest and
18 necessity to enter into a Maintenance Agreement with Canon to maintain
19 the efficient operation of the Risk Management Department.
20 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
21 CITY OF VERNON AS FOLLOWS:
22 SECTION 1: The City Council of the City of Vernon hereby
23 finds and determines that the recitals contained hereinabove are true
24 and correct.
25 SECTION 2: The City Council of the City of Vernon hereby
26 approves the Maintenance Agreement with Canon, in substantially the
27 form attached hereto as Exhibit A and incorporated by reference.
28 SECTION 3: The City Council of the City of Vernon hereby
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authorizes the Risk Manager to execute said Agreement for, and on
behalf of, the City of Vernon and the City Clerk or Deputy City Clerk
is hereby authorized to attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to take whatever
action is deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized.
SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to send one fully executed
Agreement to Canon Business Solutions, Inc.
SECTION 6: The City Clerk of the City of Vernon shall
certify to the passage, approval and adoption of this resolution, and
the City Clerk of the City of Vernon shall cause this resolution and
her certification to be entered in the Book of Resolutions of the
Council of this City.
APPROVED AND ADOPTED this 21st day of September, 2009.
Hilario Gonzales
Name:
Title: Mayor /-- .yor - e
ATTEST:
MANUELA GIRON, itity Clerk
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 10,068, was
duly passed, approved and adopted by the City Council of the City of
Vernon at a regular meeting of the City Council duly held on Monday,
September 21, 2009, and thereafter was duly signed by the Mayor or
Mayor Pro-Tem of the City of Vernon.
Executed this day of September, 2009, at Vernon, California.
(SEAL)
MANUELA GIRON, City Clerk
- 3 -
EXHIBIT A
C, Anon
CANON BUSINESS SOLUTIONS
300 COMMERCE SQUARE BLVD
BURLINGTON, NJ 08016
800-613-2228
www.solutions.canon.com
Bill To: 1082898
VERNON, CITY OF
4305 S SANTA FE AVE
VERNON CA 90058
United States
Page 1 of 1 , REPRESENTATIVE I OMBATCH
MAINTENANCE AGREEMENT
Ship To: 1082898
VERNON, CITY OF
4305 S SANTA FE AVE
VERNON CA 90058
United States
Contract # Billing Cycle Meter Cycle Start Date Expiration Date
284677 Year Year 06/29/2009 06/28/2010
Canon Business Solutions, Inc. ("CBS") 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
Description
Serial
Number
Start Meter
Covered
Volume
From
Overage
Level
To
Overage
Level
Overage
Rate
per Image
Base
Charge
IR4570
KFP00515
SUPPLY INCLUSIVE SERVICE PROGRAM
50,000
577.50
SUMMARY USAGE
50,001
-
0.011550
P.O.(or "Credit Card #)
"Name as it appears on the Credit Card
❑ AMX ❑ Visa ❑ Mastercard Exp Date
Total 1$ 577.50
Applicable taxes will be applied
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.
ATTESTED BY:
Customer's Authorized Signature
Nelly Giron, City Clerk
Printed Name Willard G. Yamaguchi Title Risk Manager Date
Authorized CBS Representative
CUSTOMER COPY
Date
ADDITIONAL TERMS AND CONDITIONS
These are the additional terms and conditions referred to on the face page to which they are
attached (such face page, and any addendum(s) hereto, collectively with these terms and
conditions, the "Agreement").
1. TERM. The initial term of this Agreement shall begin on the Start Date specked on the
face page hereof and shall renew for successive 12 month renewal terms unless either party
gives written notice of non -renewal at least 15 days prior to the expiration of the then -current
term (except that in the case of image dependent service, the renewal terms shall be of the
some duration as the initial term). CBS shall notify you of the renewal charges 30 days prior
to the expiration of the current term.
2. CHARGES. Base charges shall be billed in advance and per image charges, including
images in excess of covered images, shall be billed in arrears on a periodic basis as specified
on the face page. Invoices shall be due and payable upon receipt. Applicable taxes shall be
added to the charges. Prepaid charges shall not be refundable except as provided in 3 (a)
below. If payments are late, CBS may charge you and you agree to pay, a late charge equal
to the higher of ten percent (10%) of the amount due or ten dollars ($10) for each billing
period or portion of a billing period such psymentis delayed as reasonable collection fees, not
to exceed the maximum amount permitted by law. The charges specified on the face page
are subject to an annual increase up to 10% (as determined by CBS in its sole discretion) on
each anniversary of the start date.
(a) If image dependent service is selected, there shall be no per image charges; however,
notwithstanding paragraph 1,above and 2(b) below, the then -current term shall terminate at
the end of the number of months specified on the face page or on the date when the images
made exceed the maximum covered images specified on the face page, whichever event
occurs sooner.
(b) Toner inclusive and image dependent service includes replenishment of consumables
specified on the face page for exclusive use with the Equipment. CBS may terminate this
Agreement if you use the consumables in a different manner: In the event your toner usage
exceeds by more than 10% the published manufacturer specifications for conventional office
image coverage, as determined by CBS, CBS may invoice you for such excess usage. You
may purchase additional toner from CBS if required during the term. You shall bear all risk of
loss, theft or damage to unused consumables, which shall remain CBS' property and shall be
returned promptly upon termination of this Agreement.
(c) If you have selected the fleet coverage plan, the base charge and the covered images
shall apply to the fleet, irrespective of the usage of individual units of Equipment in the fleet.
(d) If you have elected to utilize the imageWARE Remote feature of the Equipment, you
authorize CBS (a) to transmit use and service data accumulated by the Equipment over your
network by means of an HTTPS protocol and (b) to store, analyze and use such data for
purposes related to servicing the Equipment and for product improvement.
(a) You agree to provide meter readings to CBS, if applicable, in accordance with the meter
read option selected and CBS' normal procedures. If you selected CBS' eManage website,
you shall complete CBS' registration process governing.access to and use of such website.
CBS may change your meter read options from time to time upon 60 days notice. If CBS does
not receive timely meter readings from you, you agree to pay invoices that reflect CBS'
estimates of meter readings. CBS reserves the right to verify the accuracy of any meter
readings from time to time, and to invoice you for any shortfall in the invoice for the next
periodic billing cycle.
3. COVERED SERVICE. CBS shell provide all routine preventive maintenance and
emergency servicenecessaryto keep the Equipment in good working order in accordance
with this Agreement and CBS' normal practice. Such service shall be performed during CBS'
local regular business hours (8:30 A.M. to 5:00 P.M. Monday through Friday, except
holidays).
(a) You shall afford CBS full, free and safe access to the Equipment to perform on -site
service. CBS may terminate its maintenance obligations as to any Equipment if you relocate it
to a site outside CBS' authorized service territory. If, in CBS' opinion, any Equipment cannot
be maintained in good working order through CBS' routine maintenance services, CBS shall,
at its option, either (1) substitute comparable Equipment or (11) cancel any balance of the term
of this Agreement as to such Equipment and refund the unearned portion of any prepaid
charges hereunder. Parts or Equipment replaced or removed by CBS in connection with
maintenance services hereunder shall become the property of CBS and you disclaim any
interest therein.
(b) CBS shall make available to you from time to time and at prevailing prices, if any, such
upgrades and bug fixes for the "Software" (namely, the software licensed as part of the
Equipment and the Application Software listed on the face of this Agreement) as are provided
to CBS by suppliers of the Software and are required (i) for compatibility, (ii) to maintain
supportability or (iii) for other reasons controlled by the Software suppliers. CBS shall also
use reasonable efforts to provide Level 1 support on the Software. Level 1 support consists of
providing help -line telephone assistance in operating the Software and identifying service
problems, facilitating contact between you and the supplier of the Software to rectify such
problems and maintaining a log of such problems to assist in tracking the same. You
acknowledge that CBS can only coordinate such support for the Software to the extent that
the Software supplier addresses and rectifies the problems. You further acknowledge that it is
your responsibility to acquire packages for support and maintenance ("Support Contracts") for
any Application Software and to complete the registration or other qualifications process
applicable to such Support Contracts if you desire support for service problems beyond Level
1 support.
4. NON -COVERED SERVICE. The following services, and any other work beyond the
scope of this Agreement, shall be invoiced in accordance with CBS'then current labor, parts
and supply charges: (a) replacement of any consumable supply item, including, without
limitation, paper, toner, ink, waste containers, clear toner, fuser oil or staples (except for
toner inclusive service to the extent provided in Subparagraph 2(b) above), other media,
print heads and puncher dies; (b) repairs necessitated by factors other than normal use
Including, without limitation, any willful act, negligence, abuse or misuse of the
Equipment; the use of parts, supplies or software which are not supplied by CBS and
which cause abnormally frequent service calls or service problems; service performed by
personnel other than CBS personnel; transportation of the Equipment; accident; use of
the Equipment with non -compatible hardware or software components; electrical power
malfunction or heating, cooling or humidity ambient conditions; (c) re -installation or
relocation of Equipment; (d) repairs to or realignment of Equipment, and related training,
necessitated by changes you made to your system configuration or network
environment; (a) repairs or service required as a result of inadequate operation of the
Equipment (e.g., CBS technician is dispatched to rectify a problem described in the
operator manual); (f) work which you request to be performed outside of CBS' regular
business hours; or (g) repair of RIP or other networktsystem connection device, except
when listed on face page.
5. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY. CBS
EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE EQUIPMENT AND
SOFTWARE OR ANY METER READ COLLECTION METHOD PROVIDED BY CBS.
YOU EXPRESSLY ACKNOWLEDGE THAT THE FURNISHING OF MAINTENANCE
SERVICE UNDER THIS AGREEMENT DOES NOT ASSURE UNINTERRUPTED
OPERATION AND USE OF THE EQUIPMENT, SOFTWARE OR METER COLLECTION
METHODS. CBS SHALL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY
DAMAGE UNLESS CAUSED BY CBS' NEGLIGENCE. CBS SHALL NOT BE LIABLE
FOR EXPENDITURES FOR SUBSTITUTE EQUIPMENT OR SERVICES, LOSS OF
REVENUE OR PROFIT, LOSS OR CORRUPTION OF DATA, FAILURE TO REALIZE
SAVINGS OR OTHER BENEFITS, STORAGE CHARGES OR OTHER INCIDENTAL,
SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE
OF OR INABILITY TO USE THE EQUIPMENT, SOFTWARE OR METER COLLECTION
METHODS, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS
BASED AND EVEN IF CBS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
6. DEFAULT. You shall be in default of this Agreement if you fail to perform any of your
obligations under this Agreement, including making prompt undisputed payments when
due. CBS may terminate this Agreement upon your default with thirty (30) days notice to
you. If an overdue payment is disputed in good faith within such thirty (30) days after the
due date thereof, you shall pay all undisputed amounts and promptly make a good faith
effort to resolve such dispute with CBS. In the event of your default, CBS may, without
limiting its other rights and remedies available under applicable law and this Agreement,
require you to pay all charges then due but unpaid, including any applicable late
charges, plus the remaining base charges for the balance of the tern (not to exceed a
period of 6 months). You agree that such charges are reasonable liquidated damages
for loss of bargain and not a penalty.
7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE
OR FEDERAL COURT LOCATED WITHIN THE CITY OF NEW YORK UPON SERVICE
OF PROCESS MADE IN ACCORDANCE WITH THE APPLICABLE STATUTES AND
RULES OF THE STATE OF NEW YORK OR THE UNITED STATES. ANY AND ALL
SUITS COMMENCED BY YOU AGAINST CBS, WHETHER OR NOT ARISING UNDER
THIS AGREEMENT AND REGARDLESS OF THE LEGAL THEORY UPON WHICH
SUCH SUITS ARE BASED, SHALL BE BROUGHT ONLY IN THE STATE OR
FEDERAL COURTS LOCATED WITHIN THE CITY OF NEW YORK. YOU HEREBY
WAIVE OBJECTIONS AS TO VENUE AND CONVENIENCE OF FORUM. BOTH
PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN SUCH
PROCEEDINGS. ANY SUIT BETWEEN THE PARTIES HERETO, OTHER THAN ONE
SEEKING PAYMENT OF AMOUNTS DUE HEREUNDER, SHALL BE COMMENCED, IF
AT ALL, WITHIN ONE YEAR OF THE DATE THE CLAIM ACCRUES.
8. ENTIRE AGREEMENT. This Agreement shall be binding upon you when you sign
this Agreement, and shall be binding Upon CBS upon the, installation of the Equipment
by CBS or commencement of the covered services if this Agreement is for renewal of a
prior maintenance agreement or for equipment previously installed. This Agreement
constitutes the entire agreement between the parties with respect to the furnishing of
maintenance service for the Equipment and Software, superseding all previous
proposals agreements, oral or written. Any purchase order utilized by you shall be for
your administrative convenience only, and any terns therein which conflict with, vary
from or supplement the provisions of this Agreement shall be deemed null and void. No
representation or statement not contained on the original of this Agreement shall be
binding upon CBS as a warranty or otherwise, nor shall this Agreement be modified or
amended except by a writing signed by both you and an officer of CBS. If a court finds
any provision of this Agreement (or part thereof) to be unenforceable, the remaining
provisions of this Agreement shall remain in full force and effect. This Agreement shall
not be assignable by you without CBS' prior written consent, and any attempted
assignment without such consent shall be void. You expressly disclaim having relied
upon any representation or statementconcerning the capability, condition, operation,
performance or specifications of the Equipment and Software, except to the extent set
forth on the original of this Agreement.
8. ELECTRONIC ACCEPTANCE. You agree that CBS 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-023D April, 2008 CBS . Customer Initials
CITY CLERK'S OFFICE
INTEROFFICE MEMORANDUM
DATE: September 23, 2009
TO: Martha Valenzuela, Director of Business Services/Personnel
FR4j Nelly Giron, City Clerk
RE: Resolution No. 10,068 — A Resolution of the City Council of the City of Vernon
Approving and Authorizing the Execution of a Maintenance Agreement By and
Between the City of Vernon and Canon Business Solutions, Inc. for Copier
Maintenance
Transmitted herewith is a copy of Resolution No. 10,068, referenced above, which was approved
by City Council on September 21, 2009, along with an executed original agreement for your
transmittal.
Thank you.
NG:dj
c: Resolution No. 10,068
Agreement 09-115
RECEIVED
A l j r' A P onnn
V11I U 4 U Luu7
CITY CLERK'S OFFICE
CCNJ � � �� Ve�O�•n �.�-�
VunJUUAL ran w19-9(33
APPROVED SEP 2.1 '09 CITY COUNCIL
STAFF REPORT
PURCHASING DEPARTMENT
DATE: August 24, 2009
TO: Honorable Mayor and City Council 6
FROM: Martha Valenzuela, Director of Business Services/Personnel
RE: Canon Copier Maintenance for Risk Management Department
Attached you will find copies of the Canon Business Solutions
Maintenance Agreement and pending Contract purchase order for the
Canon copier used by the Risk Management Department. The department
is requesting the renewal of the maintenance agreement for the copier.
The Maintenance Agreement was forwarded to Laurence Wiener for
review. Laurence approved the agreement as to form. The attestation
signature block has been added to the maintenance agreement. A.
contract purchase order has been processed for the copier by Purchasing,
pending the approval and execution of the attached maintenance
agreement.
Purchasing is requesting approval to issue a purchase order for the
maintenance services, and approval to have Willard Yamaguchi execute
the attached maintenance agreement.
Thank you
Attachments
C"O'n
CANON BUSINESS SOLUTIONS
300 COMMERCE SQUARE BLVD
BURLINGTON, NJ 08016
800-613-2228
www.solutions.canon.com
Bill To : 1082898
VERNON, CITY OF
4305 S SANTA FE AVE
VERNON CA 90058
United States
Page 1 of 1 REPRESENTATIVE I OMBATCH
MAINTENANCE AGREEMENT
Ship To : 1082898
VERNON, CITY OF
4305 S SANTA FE AVE
VERNON CA 90058
United States
Contract # Billing Cycle Meter Cycle Start Date Expiration Date
284677 Year Year 06/29/2009 06/28/2010
Canon Business Solutions, Inc. ("CBS") 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
Description
Serial
Number
Start Meter
Covered
Volume
From
Overage
Level
To
Overage
Level
Overage
Rate
per Image
Base
Charge
IR4570
KFP00515
SUPPLY INCLUSIVE SERVICE PROGRAM
50,000
577.50
SUMMARY USAGE
50,001
0.011550
P.O.(or *Credit Card #)
*Name as it appears on the Credit Card
❑ AMX ❑ Visa ❑ Mastercard Exp Date
Total 1 $ 577.50
Applicable taxes will be applied
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.
ATTESTED BY:
Customer's Authorized Signature
Nelly Giron, City Clerk
Printed Name Title Date
Authorized CBS Representative
CUSTOMER COPY
Date
ADDITIONAL TERMS AND CONDITIONS
These are the additional terms and conditions referred to on the face page to which they are
attached (such face page, and any addendum(s) hereto, collectively with these terms and
conditions, the "Agreement").
1. TERM. The initial term of this Agreement shall begin on the Start Date specified on the
face page hereof and shall renew for successive 12 month renewal terms unless either party
gives written notice of non -renewal at least 15 days prior to the expiration of the then -current
term (except that in the case of image dependent service, the renewal terms shall be of the
same duration as the initial term). CBS shall notify you of the renewal charges 30 days prior
to the expiration of the current term.
2. CHARGES. Base charges shall be billed in advance and per image charges, including
images in excess of covered images, shall be billed in arrears on a periodic basis as specified
on the face page. Invoices shall be due and payable upon receipt. Applicable taxes shall be
added to the charges. Prepaid charges shall not be refundable except as provided in 3 (a)
below. If payments are late, CBS may charge you and you agree to pay, a late charge equal
to the higher of ten percent (10%) of the amount due or ten dollars ($10) for each billing
period or portion of a billing period such payment is delayed as reasonable collection fees, not
to exceed the maximum amount permitted by law. The charges specified on the face page
are subject to an annual increase up to 10% (as determined by CBS. in its sole discretion) on
each anniversary of the start date.
(a) If image dependent service is selected, there shall be no per image charges; however,
notwithstanding paragraph 1 above and 2(b) below, the then -current term shall terminate at
the end of the number of months specified on the face page or on the date when the images
made exceed the maximum covered images specified on the face page, whichever event
occurs sooner.
(b) Toner inclusive and image dependent service includes replenishment of consumables
specified on the face page for exclusive use with the Equipment. CBS may terminate this
Agreement if you use the consumables in a different manner. In the event your toner usage
exceeds by more than 10% the published manufacturer specifications for conventional office
image coverage, as determined by CBS, CBS may invoice you for such excess usage. You
may purchase additional toner from CBS if required during the term. You shall bear all risk of
loss, theft or damage to unused,consumables, which shall remain CBS' property and shall be
returned promptly upon termination of this Agreement.
(c) If you have selected the fleet coverage plan, the base charge and the covered images
shall apply to the fleet, irrespective of the usage of individual units of Equipment in the fleet.
(d) If you have elected to utilize the imageWARE Remote feature of the Equipment, you
authorize CBS (a) to transmit use and service data accumulated by the Equipment over your
network by means of an HTTPS protocol and (b) to store, analyze and use such data for
purposes related to servicing the Equipment and for product improvement.
(e) You agree to provide meter readings to CBS, if applicable, in accordance with the meter
read option selected and CBS' normal procedures. If you selected CBS' eManage website,
you shall complete CBS' registration process governing access to and use of such website.
CBS may change your meter read options from time to time upon 60 days notice. If CBS does
not receive timely meter readings from you, you agree to pay invoices that reflect CBS'
estimates of meter readings. CBS reserves the right to verify the accuracy of any meter
readings from time to time, and to invoice you for any shortfall in the invoice for the next
periodic billing cycle.
3. COVERED SERVICE. CBS shall provide all routine preventive maintenance and
emergency service necessary to keep the Equipment in good working order in accordance
with this Agreement and CBS' normal practice. Such service shall be performed during CBS'
local regular business hours (8:30 A.M. to 5:00 P.M. Monday through Friday, except
holidays).
(a) You shall afford CBS full, free and safe access to the Equipment to perform on -site
service. CBS may terminate its maintenance obligations as to any Equipment if you relocate it
to a site outside CBS' authorized service territory. If, in CBS' opinion, any Equipment cannot
be maintained in good working order through CBS' routine maintenance services, CBS shall,
at its option, either (1) substitute comparable Equipment or (ii) cancel any balance of the term
of this Agreement as to such Equipment and refund the unearned portion of any prepaid
charges hereunder. Parts -or Equipment replaced or removed by CBS in connection with
maintenance services hereunder shall become the property of CBS and you disclaim any
interest therein.
(b) CBS shall make available to you from time to time and at prevailing prices, if any, such
upgrades and bug fixes for the "Software" (namely, the software licensed as part of the
Equipment and the Application Software listed on the face of this Agreement) as are provided
to CBS by suppliers of the Software and are required (i) for compatibility, (ii) to maintain
supportability or (ill) for other reasons controlled by the Software suppliers. CBS shall also
use reasonable efforts to provide Level 1 support on the Software. Level 1 support consists of
providing help -line telephone assistance in operating the Software and identifying service
problems, facilitating contact between you and the supplier of the Software to rectify such
problems and maintaining a log of such problems to assist in tracking the same. You
acknowledge that CBS can only coordinate such support for the Software to the extent that
the Software supplier addresses and rectifies the problems. You further acknowledge that it is
your responsibility to acquire packages for support and maintenance ("Support Contracts") for
any Application Software and to complete the registration or other qualifications process
applicable to such Support Contracts if you desire support for service problems beyond Level
1 support.
4. NON -COVERED SERVICE. The following services, and any other work beyond the
scope of this Agreement, shall be invoiced in accordance with CBS' then current labor, parts
and supply charges: (a) replacement of any consumable supply item, including, without
limitation, paper, toner; ink, waste containers, clear toner, fuser oil or staples (except for
toner inclusive service to the extent provided in Subparagraph 2(b) above), other media,
print heads and puncher dies; (b) repairs necessitated by factors other than normal use
including, without limitation, any willful act, negligence, abuse or misuse of the
Equipment; the use of parts, supplies or software which are not supplied by CBS and
which cause abnormally frequent service calls or service problems; service performed by
personnel other than CBS personnel; transportation of the Equipment; accident; use of
the Equipment with non -compatible hardware or software components; electrical power
malfunction or heating, cooling or humidity ambient conditions; (c) re -installation or
relocation of Equipment; (d) repairs to or realignment of Equipment, and related training,
necessitated by changes you made to your system configuration or network
environment; (a) repairs or service required as a result of inadequate operation of the
Equipment (e.g., CBS technician is dispatched to rectify a problem described in the
operator manual); (f) work which you request to be performed outside of CBS' regular
business hours; or (g) repair of RIP or other network/system connection device, except
when listed on face page.
5. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY. CBS
EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE EQUIPMENT AND
SOFTWARE OR ANY METER READ COLLECTION METHOD PROVIDED BY CBS.
YOU EXPRESSLY ACKNOWLEDGE THAT THE FURNISHING OF MAINTENANCE
SERVICE UNDER THIS AGREEMENT DOES NOT ASSURE UNINTERRUPTED
OPERATION AND USE OF THE EQUIPMENT, SOFTWARE OR METER COLLECTION
METHODS. CBS SHALL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY
DAMAGE UNLESS CAUSED BY CBS' NEGLIGENCE. CBS SHALL NOT BE LIABLE
FOR EXPENDITURES FOR SUBSTITUTE EQUIPMENT OR SERVICES, LOSS OF
REVENUE OR PROFIT, LOSS OR CORRUPTION OF DATA, FAILURE TO REALIZE
SAVINGS OR OTHER BENEFITS, STORAGE CHARGES OR OTHER INCIDENTAL,
SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE
OF OR INABILITY TO USE THE EQUIPMENT, SOFTWARE OR METER COLLECTION
METHODS, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS
BASED AND EVEN IF CBS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
6. DEFAULT. You shall be in default of this Agreement if you fail to perform any of your
obligations under this Agreement, including making prompt undisputed payments when
due. CBS may terminate this Agreement upon your default with thirty (30) days notice to
you. If an overdue payment is disputed in good faith within such thirty (30) days after the
due date thereof, you shall pay all undisputed amounts and promptly make a good faith
effort to resolve such dispute with CBS. In the event of your default, CBS may, without
limiting its other rights and remedies available under applicable law and this Agreement,
require you to pay all charges then due but unpaid, including any applicable late
charges, plus the remaining base charges for the balance of the term (not to exceed a
period of 6 months). You agree that such charges are reasonable liquidated damages
for loss of bargain and not a penalty.
7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE
OR FEDERAL COURT LOCATED WITHIN THE CITY OF NEW YORK UPON SERVICE
OF PROCESS MADE IN ACCORDANCE WITH THE APPLICABLE STATUTES AND
RULES OF THE STATE OF NEW YORK OR THE UNITED STATES. ANY AND ALL
SUITS COMMENCED BY YOU AGAINST CBS, WHETHER OR NOT ARISING UNDER
THIS AGREEMENT AND REGARDLESS OF THE LEGAL THEORY UPON WHICH
SUCH SUITS ARE BASED, SHALL BE BROUGHT ONLY IN THE STATE OR
FEDERAL COURTS LOCATED WITHIN THE CITY OF NEW YORK. YOU HEREBY
WAIVE OBJECTIONS AS TO VENUE AND CONVENIENCE OF FORUM. BOTH
PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN SUCH
PROCEEDINGS. ANY SUIT BETWEEN THE PARTIES HERETO, OTHER THAN ONE
SEEKING PAYMENT OF AMOUNTS DUE HEREUNDER, SHALL BE COMMENCED, IF
AT ALL, WITHIN ONE YEAR OF THE DATE THE CLAIM ACCRUES.
8. ENTIRE AGREEMENT. This Agreement shall be binding upon you when you sign
this Agreement, and shall be binding upon CBS upon the installation of the Equipment
by CBS or commencement of the covered services if this Agreement is for renewal of a
prior maintenance agreement or for equipment previously installed. This Agreement
constitutes the entire agreement between the parties with respect to the furnishing of
maintenance service for the Equipment and Software, superseding all previous
proposals agreements, oral or written. Any purchase order utilized by you shall be for
your administrative convenience only, and any terms therein which conflict with, vary
from or supplement the provisions of this Agreement shall be deemed null and void. No
representation or statement not contained on the original of this Agreement shall be
binding upon CBS as a warranty or otherwise, nor shall this Agreement be modified or
amended except by a writing signed by both you and an officer of CBS. If a court finds
any provision of this Agreement (or part thereof) to be unenforceable, the remaining
provisions of this Agreement shall remain in full force and effect. This Agreement shall
not be assignable by you without CBS' prior written consent, and any attempted
assignment without such consent shall be void. You expressly disclaim having relied
upon any representation or statement 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.
9. ELECTRONIC ACCEPTANCE. You agree that CBS 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-023D April, 2008 CBS Customer Initials
CITY OF VERNON
4305 SANTA FE AVE
VERNON, CA 90058
(323) 583-8811
VENDOR: 000930
CANON BUSINESS SOLUTIONS, INC.
FILE 51075
LOS ANGELES, CA 90074-1075
FOB Point:
Terms: Net 30 Days
Req Del Date:
Contract No: RM-0002
Special Inst:
During the period of July 1, 2009 thru
June 30 2010 vendor to. rovi pde full
service copier maintenance for the
Serial No. KFP 0015
Location: Rlsk MaigeM'e
2nd FI - Citv Hall
Start Meter as of 7/1/09 - 234,916
Over copy charges - $0.011550/ci
program
Page 1 / 1
PURCHASE ORDER
DATE PO NUM�,r
011 0004291
SHIP TO: CITY OF VERNON
4305 SANTA FE AVE.
VERNON, CA 90058
WAREHOUSE CLOSED ON FRIDAYS
Req. No:
Dept:
Contact: DEBBY NICKENS
Confirming? Yes
234,916.00+
1999199^00--
35,717.00*+
PLEASE INVOICE IN DUPLICATE - PO NUMBER MUST APPEAR ON ALL SHIPMENTS AND INVOICES
BILL TO: CITY OF VERNON
ATTN: TREASURY DEPARTMENT OR EMAIL TO: INVOICES@CI.VERNON.CA.US
4305 SANTA FE AVE
577.50
SUBTOTAL 577.50
TAX 0.00
FREIGHT 0.00
TOTAL 577.50
VENDOR COPY Authori Signature
MEMORANDUM
PURCHASING DEPARTMENT
DATE: August 25, 2009 �0
TO: Donal O'Callaghan, City Administrator 1
FROM: Martha Valenzuela, Director of Business Services/Personn
RE: Canon Copier Maintenance for Risk Management Department
Attached you will find copies of the Canon Business Solutions
Maintenance Agreement and pending Contract purchase order for the
Canon copier used by the Risk Management Department. The department
is requesting the renewal of the maintenance agreement for their copier.
The Maintenance Agreement was forwarded to Laurence Wiener for
review. Laurence approved the agreement as to form. The attestation
signature block has been added to the maintenance agreement. A
contract purchase order has been created for the copier, and will be
processed pending the approval and execution of the attached
maintenance agreement. The approximate cost for maintenance is
$577.50.
Please review the attached, and if approved as to form, please forward to
the City Clerk for submittal to the City Council for approval and
authorization to have Willard Yamaguchi sign the agreement.
Thank you
Attachments
CEIVED
AUG�2 5 2009
BY.—
F
Nickens; Debby
From: Diana H. Varat [DVarat@rwglaw.com]
Sent: Tuesday, August 25, 2009 9:01 AM
To: Nickens, Debby
Cc: Gena Stinnett; Laurence S. Wiener
Subject: Canon Maintenance - Risk Management
Attachments: CANON MAINTENANCE FOR RISK MANAGEMENT.PDF
t
CANON
'ENANCE FOR RISK Debby,
The attached agreement with Canon Business Services for the Risk
Management Department is approved as to form. Please let me know if
you need anything further.
Thanks!
Diana H. Varat
Richards, Watson & Gershon
355 South Grand Ave., 40th Floor
Los Angeles, CA 90071
Phone: (213) 626-8484
Fax: (213) 626-0078
dvarat@rwglaw.com
-----Original Message -----
From: Nickens, Debby [mailto:DNickens@ci.vernon.ca.us]
Sent: Tuesday, August 04, 2009 1:44 PM
To: Laurence S. Wiener
Cc: Gena Stinnett
Subject:
1
CANON BUSINESS SOLUTIONS
300 COMMERCE SQUARE BLVD
BURLINGTON, NJ 08016
800-613-2228
www.solutions.canon.com
Bill To: 1082898
VERNON, CITY OF
4305 S SANTA FE AVE
VERNON CA 90058
United States
Page 1 of 1 REPRESENTATIVE OMBATCH
MAINTENANCE AGREEMENT
Ship To: 1082898
VERNON, CITY OF
4305 S SANTA FE AVE
VERNON CA 90058
United States
Contract # Billing Cycle Meter Cycle Start Date Expiration Date
284677 Year Year 06/29/2009 06/28/2010
Canon Business Solutions, Inc. ("CBS") 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
Description
Serial
Number
Start Meter
Covered
Volume
From
Overage
Level
To
Overage
Level
Overage
Rate
per Image
Base
Charge
IR4570
KFP00515
SUPPLY INCLUSIVE SERVICE PROGRAM
50,000
577.50
SUMMARY USAGE
50,001
0.011550
P.O.(or *Credit Card #)
*Name as it appears on the Credit Card
❑ AMX ❑ Visa ❑ Mastercard Exp Date
Total 1 $ 577.50
Applicable taxes will be applied
BY YOUR SIGNATURE BELOW, YOU AGREE TO PURCHASE THE MAINTENANCE SERVICES SPECIFIED ABOVE. YOU ACKNOWLEDGE RECEIPT OF A COPY
OF THIS AGREEMENT, CONSISTING F 2 PAGES INCLUDING THIS FACE PAGE. THE ADDITIONAL TERMS AND CONDITIONS ON PAGE 2 HEREOF AND IN
ANY ADDENDUM(S) HERETO, ARE CORPORATED AND MAD ART OF THIS AGREEMENT.
ATTES
Customer's Authorized Signatu /L
Printed Name
i
W I LLARD YAMAG Jl�i I
Authorized CBS Representative
Title RISK MANAGER
CUSTOMER COPY
LAy. Girbrh� City Cler
Date 09-23-09
Date
ADDITIONAL TERMS AND CONDITIONS
These are the additional terms and conditions referred to on the face page to which they are
attached (such face page, and any addendum(s) hereto, collectively with these terms and
conditions, the "Agreement").
1. TERM. The initial term of this Agreement shall begin on the Start Date specified on the
face page hereof and shall renew for successive 12 month renewal terms unless either party
gives written notice of non -renewal at least 15 days prior to the expiration of the then -current
term (except that in the case of image dependent service, the renewal terms shall be of the
same duration as the initial term). CBS shall notify you of the renewal charges 30 days prior
to the expiration of the current term.
2. CHARGES. Base charges shall be billed in advance and per image charges, including
images in excess of covered images, shall be billed in arrears on a periodic basis as specified
on the face page. Invoices shall be due and payable upon receipt. Applicable taxes shall be
added to the charges. Prepaid charges shall not be refundable except as provided in 3 (a)
below. If payments are late, CBS may charge you and you agree to pay, a late charge equal
to the higher of ten percent (10%) of the amount due or ten dollars ($10) for each billing
period or portion of a billing period such payment is delayed as reasonable collection fees, not
to exceed the maximum amount permitted by law. The charges specified on the face page
are subject to an annual increase up to 10% (as determined by CBS In its sole discretion) on
each anniversary of the start date.
(a) If image dependent service is selected, there shall be no per image charges; however,
notwithstanding paragraph 1 above and 2(b) below, the then -current term shall terminate at
the end of the number of months specified on the face page or on the date when the images
made exceed the maximum covered images specified on the face page, whichever event
occurs sooner.
(b) Toner inclusive and image dependent service includes replenishment of consumables
specified on the face page for exclusive use with the Equipment. CBS may terminate this
Agreement if you use the consumables in a different manner. In the event your toner usage
exceeds by more than 10% the published manufacturer specifications for conventional office
image coverage, as determined by CBS, CBS may invoice you for such excess usage. You
may purchase additional toner from CBS if required during the term. You shall bear all risk of
loss, theft or damage to unused consumables; which shall remain CBS' property and shall be
returned promptly upon termination of this Agreement.
(c) If you have selected the fleet coverage plan, the base charge and the covered images
shall apply to the fleet, irrespective of the usage of individual units of Equipment in the fleet.
(d) If you have elected to utilize the ImageWARE Remote feature of the Equipment, you
authorize CBS (a) to transmit use and service data accumulated by the Equipment over your
network by means of an HTTPS protocol and (b) to store, analyze and use such data for
purposes related to servicing the Equipment and for product improvement.
(a) You agree to provide meter readings to CBS, if applicable, in accordance with the meter
read option selected and CBS' normal procedures. If you selected CBS' eManage website,
you shall complete CBS' registration process governing access to and use of such website.
CBS may change your meter read options from time to time upon 60 days notice. If CBS does
not receive timely meter readings from you, you agree to pay invoices that reflect CBS'
estimates of meter readings. CBS reserves the right to verify the accuracy of any meter
readings from time to time, and to invoice you for any shortfall in the invoice for the next
periodic billing cycle.
3. COVERED SERVICE. CBS shall provide all routine preventive maintenance and
emergency service necessary to keep the Equipment in good working order in accordance
with this Agreement and CBS' normal practice. Such service shall be performed during CBS'
local regular business hours (8:30 A.M. to 5:00 P.M. Monday through Friday, except
holidays).
(a) You shall afford CBS full, free and safe access to the Equipment to perform on -site
service. CBS may terminate its maintenance obligations as to any Equipment if you relocate it
to a site outside CBS' authorized service territory. If, in CBS' opinion, any Equipment cannot
be maintained in good working order through CBS' routine maintenance services, CBS shall,
at its option, either (i) substitute comparable Equipment or (ii) cancel any balance of the term
of this Agreement as to such Equipment and refund the unearned portion of any prepaid
charges hereunder. Parts or Equipment replaced or removed by CBS in connection with
maintenance services hereunder shall become the property of CBS and you disclaim any
interest therein.
(b) CBS shall make available to you from time to time and at prevailing prices, if any, such
upgrades and bug fixes for the "Software" (namely, the software licensed as part of the
Equipment and the Application Software listed on the face of this Agreement) as are provided
to CBS by suppliers of the Software and are required (i) for compatibility, (ii) to maintain
supportability or (iii) for other reasons controlled by the Software suppliers. CBS shall also
use reasonable efforts to provide Level 1 support on the Software. Level 1 support consists of
providing help -line telephone assistance in operating the Software and identifying service
problems, facilitating contact between you and the supplier of the Software to rectify such
problems and maintaining a log of such problems to assist in tracking the same. You
acknowledge that CBS can only coordinate such support for the Software to the extent that
the Software supplier addresses and rectifies the problems. You further acknowledge that it is
your responsibility to acquire packages for support and maintenance ("Support Contracts") for
any Application Software and to complete the registration or other qualifications process
applicable to such Support Contracts if you desire support for service problems beyond Level
1 support.
4. NON -COVERED SERVICE. The following services, and any other work beyond the
scope of this Agreement, shall be invoiced in accordance with CBS' then current labor, parts
and supply charges: (a) replacement of any consumable supply item, including, without
limitation, paper, toner, ink, waste containers, clear toner, fuser oil or staples (except for
toner inclusive service to the extent provided in Subparagraph 2(b) above), other media,
print heads and puncher dies; (b) repairs necessitated by factors other than normal use
including, without limitation, any willful act, negligence, abuse or misuse of the
Equipment; the use of parts, supplies or software which are not supplied by CBS and
which cause abnormally frequent service calls or service problems; service performed by
personnel other than CBS personnel; transportation of the Equipment; accident; use of
the Equipment with non -compatible hardware or software components; electrical power
malfunction or heating, cooling or humidity ambient conditions; (c) re -installation or
relocation of Equipment; (d) repairs to or realignment of Equipment, and related training,
necessitated by changes you made to your system configuration or network
environment; (e) repairs or service required as a result of inadequate operation of the
Equipment (e.g., CBS technician is dispatched to rectify a problem described in the
operator manual); (f) work which you request to be performed outside of CBS' regular
business hours; or (g) repair of RIP or other network/system connection device, except
when listed on face page.
5. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY. CBS
EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE EQUIPMENT AND
SOFTWARE OR ANY METER READ COLLECTION METHOD PROVIDED BY CBS.
YOU EXPRESSLY ACKNOWLEDGE THAT THE FURNISHING OF MAINTENANCE
SERVICE UNDER THIS AGREEMENT DOES NOT ASSURE UNINTERRUPTED
OPERATION AND USE OF THE EQUIPMENT, SOFTWARE OR METER COLLECTION
METHODS. CBS SHALL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY
DAMAGE UNLESS CAUSED BY CBS' NEGLIGENCE. CBS SHALL NOT BE LIABLE
FOR EXPENDITURES FOR SUBSTITUTE EQUIPMENT OR SERVICES, LOSS OF
REVENUE OR PROFIT, LOSS OR CORRUPTION OF DATA, FAILURE TO REALIZE
SAVINGS OR OTHER BENEFITS, STORAGE CHARGES OR OTHER INCIDENTAL,
SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE
OF OR INABILITY TO USE THE EQUIPMENT, SOFTWARE OR METER COLLECTION
METHODS, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS
BASED AND EVEN IF CBS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
6. DEFAULT. You shall be in default of this Agreement if you fail to perform any of your
obligations under this Agreement, including making prompt undisputed payments when
due. CBS may terminate this Agreement upon your default with thirty (30) days notice to
you. If an overdue payment is disputed in good faith within such thirty (30) days after the
due date thereof, you shall pay all undisputed amounts and promptly make a good faith
effort to resolve such dispute with CBS. In the event of your default, CBS may, without
limiting its other rights and remedies available under applicable law and this Agreement,
require you to pay all charges then due but unpaid, including any applicable late
charges, plus the remaining base charges for the balance of the term (not to exceed a
period of 6 months). You agree that such charges are reasonable liquidated damages
for loss of bargain and not a penalty.
7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE
OR FEDERAL COURT LOCATED WITHIN THE CITY OF NEW YORK UPON SERVICE
OF PROCESS MADE IN ACCORDANCE WITH THE APPLICABLE STATUTES AND
RULES OF THE STATE OF NEW YORK OR THE UNITED STATES. ANY AND ALL
SUITS COMMENCED BY YOU AGAINST CBS, WHETHER OR NOT ARISING UNDER
THIS AGREEMENT AND REGARDLESS OF THE LEGAL THEORY UPON WHICH
SUCH SUITS ARE BASED, SHALL BE BROUGHT ONLY IN THE STATE OR
FEDERAL COURTS LOCATED WITHIN THE CITY OF NEW YORK. YOU HEREBY
WAIVE OBJECTIONS AS TO VENUE AND CONVENIENCE OF FORUM. BOTH
PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN SUCH
PROCEEDINGS. ANY SUIT BETWEEN THE PARTIES HERETO, OTHER THAN ONE
SEEKING PAYMENT OF AMOUNTS DUE HEREUNDER, SHALL BE COMMENCED, IF
AT ALL, WITHIN ONE YEAR OF THE DATE THE CLAIM ACCRUES.
8, ENTIRE AGREEMENT. This Agreement shall be binding upon you when you sign
this Agreement, and shall be binding upon CBS upon the installation of the Equipment
by CBS or commencement of the covered services if this Agreement is for renewal of a
prior maintenance agreement or for equipment previously installed. This Agreement
constitutes the entire agreement between the parties with respect to the furnishing of
maintenance service for the Equipment and Software, superseding all previous
proposals agreements, oral or written, Any purchase order utilized by you shall be for
your administrative convenience only, and any terms therein which conflict with, vary
from or supplement the provisions of this Agreement shall be deemed null and void. No
representation or statement not contained on the original of this Agreement shall be
binding upon CBS as a warranty or otherwise, nor shall this Agreement be modified or
amended except by a writing signed by both you and an officer of CBS. If a court finds
any provision of this Agreement (or part thereof) to be unenforceable, the remaining
provisions of this Agreement shall remain in full force and effect. This Agreement shall
not be assignable by you without CBS' prior written consent, and any attempted
assignment without such consent shall be void. You expressly disclaim having relied
upon any representation or statement 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.
9. ELECTRONIC ACCEPTANCE. You agree that CBS 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-023D April, 2008 CBS
Customer Initials