CONTRACT 5550D Amendment CLOSED Canon SUBSCRIPTION SUPPORT SERVICES AGREEMENT
Agreement No. 5550D
CANON SOLUTIONS AMERICA
Canon Solutions America, Inc. ("CSA")
One Canon Park, Melville,NY 11747
(800)613-2228 Mark Leestma 7 11 2018
Salesperson/Analyst Order Date:
.__.....................
• - • Customer Account: 1602618 Related Agreement#(if applicable): S0769409
Company: CITY OF EL SEGUNDO Agreement Term: JZ] 12 Months(max 12 months)
_....._..... ............_....-..-.....................
Address: 350 MAIN ST CITY CLERK ❑ Lease Term
City: EL SEGUNDO
Payment Terms: ❑ Net 30
State: CA I Zip: 90245-3813 Phone#: 310.524,2306
V1 Bill with my CFS Lease Payment
❑ Credit Card:
N Contact: LILI SANDOVAL Fax#: Requires submission of secure credit card authorization form
Email: Isandoval@elsegundo.org Customer P.O.Number:
.....................�.
Ordered Qty Item Code Description Price Extended Price
2 2807V116 SUBSCRIPTION SUPPORT SERVICES 6 UNIT BLOCK: F'I Included Included
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Total
Sales Tax
Total Due u
TERMS AND CONDITIONS
(continued on page 2)
1. Term. The term of this Agreement(the"Term")shall continue until the earlier of(a)the units of Subscription Support Services specified
above("Units")are consumed or(b)for either(as indicated above)the number of months indicated above beginning on the Order Date or the end of the
term of the applicable CFS lease.
2. Included Services. Under this Agreement,Canon Solutions America, Inc.("CSA")will provide to you Subscription Support Services
("Services")consisting of a)remote support and b)on-site support for CANON and select third party software and hardware solutions. Services will be
provided by CSA at the Resource Level based upon your resource selection or description of the scope of work to be performed. Services will be
provided during CSA's local regular business hours(8:30 AM-5:00 P,M. Monday through Friday,excluding holidays) Any pre-approved scheduled
work beyond these hours will be billed at a premium rate.
3. Effective Rates. Units are available to you under this Agreement based upon the Resource Level utilized to perform the Services:
Min Hours
Units Per per
Resource Level Hour Engagement
National Consulting and Support ("NCS")Engineers 4 8
Production Analyst _ 4 8
Protect Management Specialist 4 4
Software Development Specialist I 4 4
Local Systems Analyst I 3 1
Local Systems Engineer 3 1
Solutions Support Center Agent 3 1
LProduct Trainer 2 1
Subject to Course minimum requirements if applicable
(continued on page 2)
BY THE SIGNATURE OF YOUR AUTHORI S ATO BELOW, YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT, CONSISTING OF 2
PAGES,AND YOU AGREE TO PURCHA H Y F UNITS SPECIFIED ABOVE,ON THE TERMS AND CONDITIONS ABOVE AND AS CONTINUED ON
PAGE 2 HEREOF,
pp
Customer's Authorized Signature
W
Printed Name Mme, j„ f wry
A Ti0e �Y 1,11,AaA Date
SER-025 March 2018 CSA Page 1 of 2
Agreement No. 5550D
TERMS AND CONDITIONS
(continued from page 1) Agreement No. 5550D
4. Utilization Procedure. Services will be provided during the to you hereunder, that you will not, directly or through any third party,
Term when requested by you through the CSA service dispatch center. solicit,offer employment to or hire such former CSA employee at any time
CSA will determine the appropriate Resource Level(s) to be assigned during the one (1)year period after he or she ceases to be an employee
based on your resource selection or description of the requested Services. of CSA,
CSA reserves the right to reject any request by you if CSA determines that
such request is for work beyond the scope of the Services covered by this 9• Confidentiality. CSA shall use commercially reasonable
Agreement or the Resource Levels available hereunder. Units unused efforts during the recruiting, training and supervision of its personnel
upon the expiration of the Term are non-refundable. If Services requested providing Services to advise that they shall refrain from using except in
by you, or completion of ongoing Services,will require Units in excess of connection with the Services, and shall not disclose to any third parties,
the unused quantity available hereunder,CSA shall notify you in advance any of your business or financial information of a proprietary nature.
of completing the work and you shall instruct CSA to end work or you shall 10. Default. If you fail to pay any amounts within 15 days after the
agree to pay for those additional Units at CSA's then prevailing rates. same are due and payable underthis Agreement,(or under the CFS lease,
5. Performance of Services. Services may be performed by if the Units have been financed there under), or if you or CSA fails to
remote access, or by CSA, or its designee at your business locations if perform in any material respect any other obligation hereunder within thirty
located within CSA's servicing area. If by remote access,you grant CSA (30) days after written notice thereof from the other party, the non-
permission to access your systems as required to perform the Services. If defaulting party may terminate this Agreement upon written notice to the
on-site at your premises, (a) such personnel shall comply with your other party. Any such termination shall be without limitation of the rights
reasonable security and other such policies of which CSA has been and remedies of the non-defaulting party under applicable law. CSA shall
informed by you in writing; and (b) you will provide such personnel with not be required to accept any request for Services, or continue
appropriate workspace. In either event(a)you will provide assistance as performance of ongoing Services, at any time that any amount is
may be reasonably required for the performance of the Services; and (b) hereunder(or the CFS lease)is due and unpaid,
you acknowledge that the performance by CSA of Services with respect 11. Miscellaneous. This Agreement shall be binding upon the
to any non-CANON hardware or software may be dependent on parties upon execution. In rendering Services hereunder, CSA shall be
assistance or cooperation from the third—party manufacturer or developer, acting as an independent contractor and shall not be deemed your
including your requirement(s) to purchase any necessary software employee or agent. Nothing in this Agreement shall be deemed to create
upgrades or licenses to operate the software. a partnership or joint venture between the parties. This Agreement
6. Payment. constitutes the entire agreement between the parties with respect to the
(a) Unless the"Bill with my CFS Lease Payment"option Services and shall supersede all prior agreements, if any, between the
is selected on page 1 hereof,the total purchase price specified on page 1 parties relating to the Services provided hereunder. The parties stipulate
hereof is payable in full and in advance within no later than 30 days after that neither of them has made any representation with respect to the
the date of CSA's invoice therefore, and CSA shall have no obligation to subject matter of this Agreement or the execution and delivery hereof
provide any Services until such payment has been made. If payments are except such representations as are specifically set forth herein. No
late,CSA may charge you and you agree to pay a late charge equal to the modification,amendment, addendum to or waiver of this Agreement shall
higher of ten percent (10%) of the amount due or ten dollars ($10) as be binding upon the parties hereto unless made in writing and duly signed
reasonable collection fees, not to exceed the maximum amount permitted by both parties. Any purchase order utilized by you shall be for your
by law. administrative convenience only,and any terms therein which conflict with,
(b) If the "Finance through my CFS Lease" option is vary from or supplement the provisions of this Agreement shall be deemed
selected on page 1 hereof, the total purchase price specified on page 1 null and void. A failure of either party to exercise any right provided for
shall be financed by the lessor(Canon Financial Services, Inc.) through herein shall not be deemed a waiver of any right under this Agreement.
the applicable lease, as provided herein, over the initial term of the 'This Agreement shall inure to the benefit of and be binding upon the
applicable lease. successors and permitted assigns of the respective parties. This
Agreement shall not be assignable by you without CSA's prior written
7. EXCLUSION OF WARRANTIES AND LIMITATION OF consent, and any attempted assignment without such consent shall be
LIABILITY. CSA WARRANTS THAT IT WILL PERFORM SERVICES void, If a court finds any provision of this Agreement(or part thereof)to be
HEREUNDER IN A PROFESSIONAL AND COMPETENT MANNER unenforceable,the remaining provisions of this Agreement shall remain in
CONSISTENT WITH THE RESOURCE LEVEL UTILIZED. OTHERWISE, full force and effect.
CSA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR 12. Choice of Law and Forum. THIS AGREEMENT AND ALL
FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE CLAIMS, DISPUTES AND CAUSES OF ACTION RELATING THERETO,
SERVICES, CSA SHALL NOT BE LIABLE FOR INJURY OR DAMAGE WHETHER SOUNDING IN CONTRACT, TORT OR STATUTE, SHALL
EXCEPT TO THE EXTENT CAUSED BY CSA'S NEGLIGENCE OR BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
WILLFUL MISCONDUCT, CSA SHALL NOT BE LIABLE FOR INTERNAL LAWS OF THE STATE OF NEW YORK, ANY AND ALL
EXPENDITURES FOR SUBSTITUTE EQUIPMENT OR SERVICES, SUITS YOU COMMENCE AGAINST CSA,WHETHER OR NOTARISING
LOSS OF REVENUE OR PROFIT, LOSS,CORRUPTION OR RELEASE UNDER THIS AGREEMENT, SHALL BE BROUGHT ONLY IN THE
OF DATA, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, STATE OR FEDERAL COURTS LOCATED WITHIN THE CITY OF NEW
STORAGE CHARGES OR INCIDENTAL, SPECIAL, PUNITIVE OR YORK, YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND
CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR IN VENUE OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE
CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE CITY OF NEW YORK UPON SERVICE OF PROCESS MADE IN
LEGAL THEORY ON WHICH THE CLAIM IS BASED AND EVEN IF CSA ACCORDANCE WITH THE APPLICABLE STATUTES AND RULES OF
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES„ IN THE STATE OF NEW YORK OR THE UNITED STATES. ANY SUIT,
NO EVENT SHALL CSA's LIABILITY TO YOU HEREUNDER OR IN OTHER THAN FOR PAYMENT OF AMOUNTS DUE HEREUNDER,
CONNECTION WITH THE SERVICES EXCEED THE AGGREGATE SHALL BE COMMENCED, IF AT ALL,WITHIN ONE (1)YEAR OF THE
AMOUNT PAID BY YOU TO CSA PURSUANT TO THIS AGREEMENT. DATE THAT THE CLAIM ACCRUES. THE PARTIES IRREVOCABLY
WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN THEM.
8. Non-Solicitation. Throughout the Term and for one (1)year
following the expiration or termination thereof,you agree that you will not, 13. ELECTRONIC ACCEPTANCE. You agree that CSA may
directly or through any third party, solicit, offer employment to, hire, accept an electronic image of this Agreement as an original, and that
interfere with or endeavor to entice away from CSA any individual who is electronic copies of your signature will be treated as an original for all
an employee of CSA and who, at any time during the Term,was involved purposes.
in providing Services to you hereunder. You further agree,with respect to
any former employee of CSA who was involved in providing Services
SER-025 March 2018 CSA Page 2 of 2
Agreement No. 5550D
Agreement No. 5550D
SUBSCRIPTION SUPPORT SERVICES
CANON SOLUTIONS AMERICA AGREEMENT ADDENDUM
Canon Solutions America, Inc.("CSA")
One Canon Park, Melville, NY 11747
(800)613-2228
Related Contract Date: Related Contract Number: Related Acquisition Agreement Number:
IS0769409
Customer:
City of EI Segundo
Street Address: City: State, Zip:
350 Main Street City Clerk I EI Segundo CA 190245-3813
Equipment Description: Term:
(2) Subscription Support Services 6 Unit Block 60 Months
WHEREAS, Canon Solutions America, Inc. ("CSA"), and the above-described Customer ("you") have determined that it is in
their mutual benefit to enter into this Subscription Support Services Agreement Addendum ("Addendum") to the above-described
Subscription Support Services Agreement("Agreement'). All capitalized terms used below that are not defined in this Addendum shall
have the meanings set forth in the Agreement.
NOW,THEREFORE,for good and valuable consideration, intending to be legally bound,the parties hereby agree as follows:
1 Anything in the Agreement to the contrary notwithstanding, and subject to all of the terms and conditions set forth in this
Addendum,the terms and conditions of the Agreement shall be modified as follows:
a. Section 12. Replace: "THIS AGREEMENT AND ALL CLAIMS, DISPUTES AND CAUSES OF ACTION
RELATING THERETO, WHETHER SOUNDING IN CONTRACT, TORT OR STATUTE, SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.ANY
AND ALL SUITS YOU COMMENCE AGAINST CSA, WHETHER OR NOT ARISING UNDER THIS
AGREEMENT, SHALL BE BROUGHT ONLY IN THE STATE OR FEDERAL COURTS LOCATED WITHIN THE
CITY OF NEW YORK."
b. With: "THIS AGREEMENT AND ALL CLAIMS, DISPUTES AND CAUSES OF ACTION RELATING THERETO,
WHETHER SOUNDING IN CONTRACT, TORT OR STATUTE, SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. ANY AND ALL SUITS YOU
COMMENCE AGAINST CSA, WHETHER OR NOT ARISING UNDER THIS AGREEMENT, SHALL REST AS
FOLLOWS: (a) IF CSA BRINGS AN ACTION AGAINST YOU, IT WILL BRING SUCH ACTION IN THE STATE
AND/OR FEDERAL COURTS IN THE STATE OF CALIFORNIA UPON SERVICE OF PROCESS IN
ACCORDANCE WITH THE APPLICABLE STATUTES AND RULES OF THE STATE OF CALIFORNIA OR THE
UNITED STATES; (b) IF YOU BRING AN ACTION AGAINST CSA, YOU WILL BRING SUCH ACTION IN THE
STATE AND/OR FEDERAL COURTS IN THE STATE OF NEW YORK UPON SERVICE OF PROCESS IN
ACCORDANCE WITH THE APPLICABLE STATUTES AND RULES OF THE STATE OF NEW YORK OR THE
UNITED STATES."
2, It is expressly agreed by the parties that this Addendum is supplemental to the Agreement, and that the provisions thereof,
unless specifically modified herein, shall remain in full force and effect and shall apply to this Addendum as though they were
expressly set forth herein.
3. In the event of any conflict or inconsistency between the provisions of this Addendum and any provisions of the Agreement,
the provisions of this Addendum shall in all respects govern and control.
IN WITNESS WHEREOF,the parties have caused this Addendum to be executed on the date set forth below,
Canon Solutions America, Inc. City of EI Seg o
By: By:
Name; Name: N
n
Title: Title:
D
Date:
ate:
m
Subscription Support Services Agreement Addendum August 2018 CSA . 2«
Agreement No. 5550D
Agreement No. 5550D
Sandoval, Lili
I'llFrom: mleestma@csa.canon.com
Sent: Wednesday, July 11, 2018 4:17 PM
To: Sandoval, Lili; Shilling, Mona
Subject: RE: Follow up
Hi Lili,
One correction. I have you covered for(2) 6 Unit Blocks or 6 hour)!9 training within Subscription Svcs, There is a form
to sign to confirm. Your cost stays the same.
Mark Leestma
Account Executive,Major
Ci canon Solutions America,Inc.
3900 Kilroy Airport Way,Suite 300,Long Beach,CA 90806
www.csa.canon.com
CANON SOLLMONG AMERICAa iNc , go�� xlr,sa carrrn.c';uir�
T 562.285.1743
From: Mark Leestma/CBS/CanonAmericas
To: "Sandoval,Lili"<Isandoval@elsegundo.org>
Cc: mshilling@elsegundo.org
Date: 07/11/2018 04:11 PM
Subject: RE:Follow up
Hi Lili,
Regarding the training, I have you covered for up to 3 hours through our Subscription Support Svcs annual program. If
you wish to require additional training, you can order additional blocks for training. The cost beyond the first 3 hours
would be$370.00 per 6 unit blocks or 3 hours for training.
SUBSCRIPTION SUPPORT SERVICES 6 UNIT BLOCK(POP)
Includes 6 units of Subscription Support Services (SSS) for Point-of-Purchase transactions, Subscription
Support Services can be utilized to deliver a variety of services from CSA internal resources. SSS units are held in a bE
can be drawn as requested by the customer. SSS banks are decremented based upon the delivery resource as reflect
below:
Production Analysts (4 units per hour: minimum billing=1 day) -far Copy Centers or Reprographic Centers,
- Local Systems Analysts and Engineers (3 units per hour) -for network support outside of maintenance agreements,
- Product Trainers (2 units per hour) -far any additional training, such as, new hires, etc,
,Subscription Support Services units expire one yearfrom the purchase date or upon expiration of an associated leas(
Mark Leestma
Account Executive,Major
1
Agreement No. 5550D
Canon Solutions America,Inc.
3900 Kilroy Airport Way,Suite 300,Long Beach,CA 90806
www.csa.canon.com
rrr 9ea�stm�a��a�csa.ca rta on.r;orrr
AMERICAT 562.285.1743
From: "Sandoval,Lili"<Isandoval@elsegundo.org>
To: mleestma@csa.canon.com <mleestma@csa.canon.com>
Date: 07/11/2018 10:53 AM
Subject: RE:Follow up
Great. If you can update the documents and re send them to me so that I can make sure I get the correct ones
signed before the end of the week.
Initial Training? What does this consist of? Is there additional training after? Could you give me a cost estimate
of training cost?
Thank you,
U11 Sandoval
Deputy City Clerk I
City of EI Segundo
City Clerk's Office
350 Main St.
EI Segundo, CA 90245
310-524-2306
310-615-0529 FAX
lsandoval@ese uta'!
From: mleestma@csa.canon.com [mailto:mlees'tma@csa.canon.comi
Sent:Wednesday,July 11, 2018 10:43 AM
To:Sandoval, Lili
Subject: RE: Follow up
Hi Lili,
See below.
Mark Leestma
Account Executive,Major
2
Agreement No. 5550D
e4a,"O_n Canon Solutions America,Inc.
3900 Kilroy Airport Way,Suite 300,Long Beach,CA 90806
M".csa.canon.com
CqLn
CA40N SOLLrf)W AMERICA T 562.285.1743
From: "Sandoval,Lili"
To: 'I'm leestma@csa.canon.com
Date: 07/11/2018 09:40 AM
Subject RE:Follow up
Hi Mark,
A couple of questions for you:
1. Is training for the new copier included in the quote. I remember we talked about it when you came in and
you said you would look into that. Training is normally billable but I will see if I can cover the initial
training. Will let you know by the end of the day.
2. How soon can we get the new copier installed in our office? Can deliver this month. I am going to get
signatures on the contract this week and hopefully have it ready for you next week. Is there anything you need
from me? Let me review the docs again. I may put the current dates on them and respond.
3. Can we get signed copies of the agreement from Canon so that I can obtain the City signatures on my end?
Or do you need us to sign first. I can provide counter signatures from Canon Financial but we do require
customer signatures upfront.
4. Will payments coincide with our fiscal year? If we can deliver in July but will check with Canon
Financial. Will have to base on install date.
Please email me if you have any questions.
Thanks for the update.
Thank you,
Lill Moval
Deputy City Clerk I
City of El Segundo
City Clerk's Office
3
350 Main St. Agreement No. 5550D
EI Segundo, CA 90245
310-524-2306
310-615-0529 FAX
Isandoval(celsep,undo.or
From:Shilling, Mona
Sent: Friday,June 22,2018 2:59 PM
To:Sandoval, Lili
Subject: Fwd: Follow up
For you!
Sent from my iPhone
Begin forwarded message:
From: <rini ;estiiia(z)csa.catiori.coti,i>
Date: June 22, 2018 at 1:35:41 PM PDT
To: <IrnshiIIinizz elseeundo,ora>
Subject: Follow up
Hi Mona,
Just checking in on my proposal and docs to replace your Canon copier. From the last time we spoke, we provided
addendums to the terms and conditions to meet your requirements, per your request. Do you have any questions or
concerns? May need to review the proposed docs for any necessary updates but am requesting your time line for
implementation. What ever credits are available for maintenance from your current contract will be credited to your new
maintenance contract based on the final meter read.
Also, your last service call was on 6/7/18 and our tech cleaned your copier. The total meter was 634,442 images
printed. FYI, your average B &W monthly volume usage is 8,664 and your average color monthly volume usage is 4,539
images and your Canon is coming up on 80 months in service.
Hope you are doing well. Have a good weekend.
Mark Leestma
Account Executive,Major
Canon Solutions America,Inc.
3900 Kilroy Airport Way,Suite 300,Long Beach,CA 90806
www.csa.canon.com
T 562.285.1743
4