HomeMy WebLinkAboutCopiers Northwest - Sales and Maintenance AgreementsDocuSign Envelope ID: 056OC497-4405-45EF-8793-45EG9F806053
COPIERS
601 Dexter Ave N Seattle, WA 98109
NORTHWEST
P: (206) 282-1200 F: (206) 282-2010 SALES AGREEMENT
Now Ideas. New Solutions.
www.coplersnw.com
Bill To Name City of Yakima Jail Administration
Ship To Name G!y of Yakima Jail Administration
Address 200 S 3rd St
Address 200 S 3rd St
City, sT, zip Yakima, WA 98901
City, ST, zip Yakima, WA 98901
Phone (509) 575-6070
Phone S509) 575-6070
PO Number F_
Delivery Contact Name
le Type j Purchase
Delivea,Contact Email
IT Contact Name Michael Robles
"IT to YOUr company network selungs and passwar-dS7
network survey will be emalled to collect this Information and is rggUirggl for setting up your new
IT Contact Email michael.robles@yakimawa.gov
device, Delays In completing the survey will Impact delivery timellnes. Your IT Staff may opt out of
remote connection If you self -manage all network connections. Please small the Remote Support
IT Contact Phone
Team (RSTeamacoplersnwxom) for assistance, or call 206-388-1596.
QtV Item Number Model
Description Unit Price Total Amount
3881CO03AA iRC357iF
. ..... ....
imageRUNNER Advance DX C357iFNASPO Contract Pricing $1,645.00
Order Notes andjor Delivery Instructions
Subtotal $1,645.00
NASPO Contract 140595/06619, Which is incorpated by reference, shall provide the exclusive terms and Delivery
condlHons of this Agreement, notwithstanding the terms and conditions Included an this form, Sales Tax Enter Sales Tax
TOTAL
. ..... . TERMS:COPIERSNORTHWEST, INC., (Seller) retains title to all equipment and supplies listed above until purchase price is paid in full. This is a binding and non -
cancelable contract. In the event Customer defaults on payment the Customer remains liable for this debt and the payment of any legal fees or other cost incurred
in any action to collect this debt, including the forfeiture of down payments. Customer gives Seller security interest in the property purchased in this agreement.
Refer to warranty on reverse side. Changes to the original terms on the back side of this Sales Order are not valid unless initialed by an officer of Copiers
Northwest. All software purchases are Non -Refundable, Non -Returnable. Cash purchases of software items and/or professional services require a minimum 50%
payment up front at the time of the order, to secure the software licenses from the vendor. An additional 25% will be due upon license delivery to the customer,
and the final 25% will be, due,Mon SOW com2letion.
Travis McNeill 7/6/2021
Account Manager Order Date
r_o9aUWAVP`TED BY COPIERS NORTHWEST BELOW:
7/8/2021
caplets" RgMst officer Date
John Hines
CFO
Printed Name Title
Revislon 21.04
Customers, please provide equipment pick up Informatlon and
network Installation Information on page 3-5 of this document
ACC D BY CUSTOMER BELOW:
Authorized Signature Required Date
Pritted Vame Itle
page I
CITY CONTRACT NCI'
RESOLUTION NO'.,
DocuSign Envelope ID: 056OC497-4405-45EF-8793-45EC9F806053
Copiers Northwest Sales Order Master Terms and Conditions
1. BY SIGNING THIS SALES ORDER, THE BILL -TO OR PARENT COMPANY ON PAGE ONE OF THIS DOCUMENT AGREES THAT COPIERS
NORTHWEST (CNW) WILL KEEP THIS DOCUMENT ON FILE AS A MASTER TERMS AND CONDITIONS AND NOT REQUIRE ADDITIONAL
COPIES FOR ALL SUBSEQUENT EQUIPMENT ACQUISITIONS BY THE BILL -TO OR PARENT COMPANY. THE BILL -TO OR PARENT COMPANY
MAY RESTRICT FUTURE ACQUISITIONS TO NAMED BUYERS AND/OR DOLLAR LIMITATIONS BY FILLING OUT ADDITIONAL
DOCUMENTATION THAT IS SIGNED BY BOTH THE CUSTOMER AND AN OFFICER OF CNW. THE CUSTOMER UNDERSTANDS THAT THE
MASTER TERMS AND CONDITIONS MAY BE PERIODICALLY UPDATED BY CNW AND ARE INCORPORATED INTO THE ORIGINAL MASTER.
THE CUSTOMER CAN REQUEST A COPY OF THE CURRENT MASTER TERMS AND CONDITIONS AT ANY TIME FROM THEIR ACCOUNT
2. Copiers Northwest, Inc warrants that new equipment acquired pursuant to this equipment order will be free of defects in workmanship and materials for a
period of ninety (90) days from the date of delivery. This warranty does not cover defects or damage resulting for in -transit handling, negligence or improper
operation or maintenance of equipment.
3. Should any failure to conform with this warranty appear within ninety (90) days, Copiers Northwest, Inc. shall, upon notification, correct such
nonconformity. Said correction, at Copiers Northwest, Inc.'s option, shall be made either by repairing any defective part or parts, or by making available a
repaired or replaced part.
5. Customer warrants that they have examined the above described goods or a sample or model thereof. Customer does not rely on any warranty with
regard to defects which said examination, under the circumstances thereof, ought to have been revealed to them.
6. No warranties have been made by Seller in reference to the above described goods unless expressly included in this written sales agreement between
Customer and Seller.
7. Copiers Northwest, Inc. shall have no obligation to install equipment accessories or to repair or replace equipment in the event that repair or replacement
are required due to abuse, accident, theft, or damage to the machine caused by repairs performed by someone other than an authorized Copiers Northwest,
Inc representative.
8. Smartboards and other panel televisions and display units are sold "drop at door" and do not include on -site installation.
9. All software installed at Customer's location is governed by software manufacturer's licensing agreement. Maintenance of the licensing agreement is the
Customer's responsibility. Delivery of the software license(s) and/or key(s) to a customer via email, download, or other electronic submission constitutes
delivery and all payment terms apply. Installation services sold on the Sales Order and/or provided in the Statement of Work in conjunction with software
sales are considered separate from the software and are not required to be performed in full by the software Vendor or Copiers Northwest and/or its
affiliates to constitute delivery.
9.1 Without limiting the generality or provisions of section 9 above, in no event will Licensor or any other Licensor Indemnified Parties (including, without
limitation, Licensor's Third -Party Suppliers and Licensors), be liable to any Customers) or other Third Parties for any damages whatsoever arising out of,
based on or resulting from, any acts or omissions of Reseller and/or any of its Representatives in connection with advertising, marketing and/or promoting
the product, selling and/or distributing product licenses, providing related support services, to any Customer(s) and/or installing or using any of the software
(or any component(s) thereof) including, without limitation, any such damages arising out, based on of or resulting from: (i) Reseller's failure to perform any
of its covenants or obligations under this agreement, or (ii) any repairs or alterations to any of the software (or any component(s) thereof) or any product
done without Licensor's prior written approval.
10. Changes in the operating environment including, but not limited to changes to operating system, network software, software application changes,
hardware and software upgrades, etc. may result in the need for configuration adjustments or other network services to restore functional capabilities. Such
services shall be billed at the then current rate of $98.00* per hour (Remote Support) or $175.00* per hour (On -site Network Tech Dispatched) or deducted
from the customers pre -paid block time program, when applicable.
11. Customer acknowledges that it is Customer's responsibility to maintain a current backup of their program and data files to restore any lost data.
Customer agrees that under no circumstances shall Copiers Northwest, Inc. be held responsible for any loss of data or any consequential damages.
12. CNW will provide one installation connection per machine via the Remote Support Team (RST) included with the acquisition of your CNW copier, printer,
scanner, or fax. The standard installation connection includes the current print drivers and/or any manufacturer -included standard scan utilities. Customer
will provide an active network port, adequate space for the MFP device(s), and a key contact for network installation support, workstation setup and print
driver overview training. Customer also agrees to provide print server access for server based printer applications as well as all required network protocol
information pertaining to the purchased options. If the customer requests an On -Site Network Technician to be dispatched for network assistance, the
service call will be billed at $175.00* per hour and is not included in your lease or service agreement. CNW reserves the right to send an on -site technician
for specialty equipment installations such as production copiers and wide format printers and those installations will not be subject to chargeable service call.
13. CNW, Inc. will provide Remote Support for the product at no charge as itemized A-C below. Some customer requests beyond the normal scope of items
A-C may billed at the current rate of $98.00* per hour (Remote Support) or $175.00* per hour (On -site Network Tech Dispatched) or deducted from the
customers pre -paid block time program, when applicable. CNW will provide hardware related support at no charge for the life of any machine acquired from
CNW as long as it is continuously covered by a CNW Maintenance Agreement and Customer account is in good standing.
The following list of Remote Support services are offered at no charge:
A. Copying, and paper tray configuration as provided by the Manufacturer; does not Include Third Party applications or "line of business applications."
B. Sending the Customer online links to self -Install OEM drivers and software updates.
C. The reconflguratlon of the purchased/leased device network settings after a machine hard failure.
14. Copiers Northwest, Inc. is under no circumstances responsible for any data, documents, images, or any other information stored on or in the device, the
device hard drive(s), or any memory module(s).
*Prlce is subject to change without notice, • please Inqufre with your account manager or the Remote SeMce Team for current rates j� Awl
Customer Initials
Revision 21.04 page 2
CITY CONTRACT NO:
RESOLUTION NOc
DocuSign Envelope 11): 0560C497-4405-45EF-8793-45EC9FB06053
NORTHWEST
Now Ideas. Now Solutions.
601 Dexter Ave N Seattle, WA 98109
P: (206) 282-1200 F: (206) 282-2010
www.coplersnw.com
iCity of Yakima Jail Administration
200 S 3rd St
'Yakima, WA 98901
(509) 575-6070
A"'It
Yakima Jail Administration
1200 S 3rd St
iYakima, WA 98901
575-6070
Toner inclusive with metered charges - includes, parts, labor, drums, fuser rollers, toner
El and developer. Paper and/or staples not included. Black $0.0130
E3 Toner exclusive with metered charges - includes labor, parts, drums, and fuser rollers. color
Paper and/or staples not included. $0.0780
Toner exclusive non -metered charges - includes labor and parts only. Base:
TOTAW
IT Contact Email Data Collection Agent (RCA) - We Will contact your IT department to set up a DCA
for automated meter readings, automated toner shipments, and to monitor error
Codes for service calls AS Please refs
Backup Key Op Email: to Term 8 on the reverse of th , is aqreement for additional information,
Base Billing
R) Monthly
El Quarterly
El Other*
erage Billing
Monthly
❑ Quarterly
❑ Other*
Make/Model Serial Equip ID Start Meter
HER
I Additional equipment is listed on Schedule A of this agreement and all terms and conditions of this agreement apply to
*Other Must be Approved by the Contract Billing Group any equipment listed on Schedule A or any other referenced documents that are part of this agreement.
Remarks:
NASPO Contract 140595/06619, which is incorporated by reference, shall provide the exclusive terms and conditions of this agreement, not withstanding the
terms and conditions included on this form
Copiers Northwest, Inc. (CNW)'s factory trained personnel will render service on the listed equipment during regular business hours in accordance with the
terms and conditions set forth on the front and reverse side of this Maintenance Agreement. This agreement begins at the time of equipment delivery or
approved completed preinspection, unless otherwise specified by the "Agreement Start Date." This Agreement covers emergency calls, as well as routine
preventive maintenance calls during normal business hours. Coverage period is for one year unless otherwise specified. This Agreement will automatically r
in increments of one year unless CNW is notified in writing 30 days in advance of expiration. This Agreement is non-refundable and non -transferable. The
customer signature of this agreement and CNW's billing or signature of this agreement constitutes CNW and Customer's acceptance of the agreement. Chi
to the original terms on the back side of this Maintenance Agreement are not valid unless initialed by an officer of Copiers Northwest.
ACCEPTED BY COPIERS NORTHWEST ACCE ED BY CUSTOMER
DocuSigned by: 7/8/2021
coMieri'MAW5ficer Date Authorized Signature Required Date
John Hines CFO 1)
y- 1,sa V'l Ma
Printed Name Title P(fnted Name Titl
CfTy CONTRACT NO-JUL-120-6
page 1 of 2 excluding schedules RESOLUTION No:,.., j42 (A Revision 21.04
1. General Scope of Coverage: This Agreement covers adjustments, repair and replacement of parts as required
by normal use of the equipment. subject to the exceptions in and in accordance with these terms and conditions,
Customer, If the device is placed outside a Copiers Northwest Inc, (CNW) service area, Customer allows CNIN to
choose the servicing provider Damage to the equipment or its parts arising out of or caused by misuse. abuse,
negligence, attachment of unauthorized components, accessories or parts, use of substandard paper or
substandard supplies or other causes beyond [he control of CNW are not covered by this Agreement and may
subject Customer to a surcharge or to cancellation of this Agreement, In addition, CNW may terminate the
Agreement if the equipment is modified, damaged, altered or serviced by personnel other than CNW Authorized
Personnel, or if pads, accessories or components not meeting machine specifications are filted to the equipment
due to Customer or third party modifications to software or hardware,
2. Service Calls: Service calls under this Agreement will be made durmo, normal business hours 8 a in to 5 u-nn,
Monday through Friday, at the installation address shown on the reverse side of this Agreement Travel and labor
time or service calls after normal business hours, on weekends and on holidays, if and when available, will he
charged at the published overtime rates in effect at the timer the service call is made. CNW representatives VAII not
handle, disconnect or repair unauthorized attachments or components; Customer is responsible for disconnecting
, Mki,
-naintenance ofthe equipment and the adjustment, repair or replacement of parts described below,
3. Initial Connection Support & Network Services: CNW will provide one installation connection via the Remote
Support Team (RST) with the acquisition of your CNW copier, printer, scanner, or fax, If Customer requests a live
technician for connection, the charges are not included in this maintenance agreement and are billed at the then
current network technician rate of $1751hr. Customer will provide an active network port, adequate space for the
MFP device(s), and a key contact for network installation support, workstation setup and print driver overview
training. Customer also agrees to provide print server access for server based printer applications as wall as all
required network protocol information pertaining to the purchased options CNW will also provide Remote Support of
the product for no charge as itemized: (A) scanning, printing, copying, and paper tray configuration as provided by
the manufacturer (this does not include third party applications); (8) sending the customer online links to self -install
manufacturer driver and software updates; and (C) the reconfiguration of the purchasedgeased device network
settings after a machine hard drive failure. Spree customer requests beyond the normal scope of items A-C may be
billed at the current rate of $96.00 per incident (Remote Support) or $175 per hour (On -site Network Tech
Dispatched)-
4. Repair and Replacement of Parts: All parts necessary to the operation of N equipment, due to normal wear
and tear, with the exception of the parts listed below and subject to the general scope of coverage, will be furnished
free of charge during a service call included in the maintenance service provided by this Agreement. Exceptions are
consumable items, drum units, facer units, and maintenance kits unless otherwise stated in this Agreement
5. Reconditioning: Rebuilding or major overhauls are not covered by this Agreement. In addition, when in its sole
discretion CNW determines that a reconditioning is necessary, as a result of expected wear and tear of materials
and age factors caused by normal office environment usage, in order to keep the equipment in working condition,
CNW will submit to the Customer an estimate- of needed repairs and their costwhich will be in addition to the charge
payable under this Agreement, If the Customer does not authorize such reconditioning, CNW may disconfinue
service of the equipment under his Agreement (refunding the unused portion of the maintenance charge) or may
refuse to renew this Agreement upon its expiration. Thereafter, the CHIN representative may make service available
on a "Per Call" basis at the published rates in effect at the time of service
6. Use of CNW Supplies: If the Customer uses other than CNW supplies and if such supplies are defective or
may, at its opfion, assess a surcharge or terminate this Agreement, In this event, the customer may be offered
service on a "Per Call" basis based upon published rates, It is not a condition of this Agreement, however, [hat the
Customer use only CNIN authorized supplies
7. Supply Inclusive Contracts: If supplies are included in the service provided under this Agreement, CNW will
supply toner, ink and developer, The agreement does not include consumable supply items such as paper and
staples. All normal print yields are based on an "8 % x 11 " sheet with 5% text coverage. If the Customers usage of
-Alt-
pay, for the excess supplies at CNW's current retail prices in effect. CNW reserves [he right to charge for supplies,
freight, handling, and fuel, Upon termination or cancelation of a supplies inclusive contract, customer must return
any unused supply items provided by CNW under this Agreement,
low toner alerts for aub-ship toner, and error codes, If Customer does not install the DCA, CNW will accept the
Customer sell -reporting meters and toner requests via the E-info websita (email Supplies@copiersnw.com for a
meter submissions, toner replenishment, and service calls (email, phone, fax), including butnotled to CNW
estimating the meter usage based an industry standards per model,
be plugged into a dedicated line, which mustcomply with manufacturer electrical specifications, These power
standards are required by manufacturer specifications.
10. Charges: The initial non-refundable charge for maintenance under this Agreement shall be the amount set forth
increase the Base Charge and Overage Charge of this agreement upon renewal or annually for a mulfl-year
agreement Customer shall pay all charges within 15 days of invoice date. Customer agrees to pay all court costs
10.CONT'D: If equipment is moved to anew CNW service territory, CNW shall have the option to charge, and the
Customer agrees to pay the difference in published maintenance charges between the current territory and the new
territory (on a pro-rata basis)- If equipment is moved beyond CNW's service territory, CNW reserves the right to cancel,
or the Customer agrees to pay a fair and reasonable up -charge for the continued service, taking into account the
distance to Customer's new location and the published rates of CNW for service on a 'Per Call" basis CNW reserves
the right to charge additionally for shipping, freight, handling and fuel
II.Cancelation: This Agreement becomes effective upon the date indicated in the 'Agreement Start Date' space, and
shall continue for the term as specified on the face of this Agreement This Agreamentwiff automatically renew in
increments of 12 months after M inifial term has been reached, Customer may cancel by providing CNW a written
intent to cancel 30 days prior to the end of the current term,
12. Event of Default and Termination: The occurrence of the following shall constitute an Event of Default. the
customer fails to pay any portion of the charges for maintenance as provided under the Agreement when due or
Customer fails to duly perform any covenant, conditions, or term of this Agreement Upon the Event of Default, CNW
may; (i) refuse to service the equipment, (it) furnish service on C O,D. "Per Call" basis based upon published rates in
effect at the time of service; (iii) terminate this Agreement. Within 60 days of ft expiration or termination of this
Agreement, CNW shall submit to Customer an itemized invoice for any fees or expenses, including any Per Call fees,
theretofore accrued under this Agreement In the event customer terminates prior to the expiration of the current term
of this agreement without cause, or in the event CNW terminates this agreement prior to the end of the term due to
Customer's material breach, CNW will bill and Customer will be responsible to pay an early termination charge as
liquidated damages, and not a penalty. Early termination charges are the greater of the following: a) billing period base
charge times the number of billing periods remaining in the term or b) average of the prior three billing periods'
maintenance billing fines the number of billing periods remaining in the term
13. Indemnity: Customer shall indemnify, save and hold CNW, its affiliates, officers, directors, shareholders,
employees, agents and representatives and their successors and assigns 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, prop", business, character or reputation sustained by CNW Parties or to any other
person by reason of any act, neglect, omission or default by Customer. Customer shall defend any action to which this
indemnity shall apply In the event Customer fails to defend such action CNW may do so and recover from Customer in
addition, all costs and expenses, including, without limitation, attorneys fees and disbursements, incurred by CNW in
connection with actions taken by CNW or its representatives (1) to enforce any provision of this Agreement; (11) to affect
any payments or collections provided for heroin; (111) to institute, maintain, preserve enforce, and foreclose on CNWs
security interest in or lion on the goods, whether through judicial proceedings or otherwise: or (IV) to defend or
prosecute any proceedings arising out of or relating to any CNW transactions with Customer. The foregoing provisions
of this Paragraph shall survive the termination or expiration of this Agreement,
14. Full Agreement: This Agreement, along with all schedules, attachments, and supporting documents, consfitutes
the entire agreement between the parfies pertaining to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions, whether oral or written, of the parties, and may not be added to,
modified, supplemented or waived in any way except in writing signed by both parties (other than pricing changes
provided for heraln)-
15, Successors and Assigns; Termination: This Agreement shall be binding on the parties hereto, their heirs,
successors, and assigns However, Customer may not assign this Agreementwilhout the consent ofCNW
16. Separability of Provisions: Each provision of this Agreement shall be considered separable, and, if for any
reason any provision that is not essential to the effectuation of the basic purposes of his Agreement is determined to
be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those
provisions of this Agreement that are valid
17, 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 taxed, emailed, or electronic signature of
this Agreement bearing authorized signatures may be Vested as an original.
10. WAIVER OF JURY TRIAL: ALL PARTIES HERETO HEREBY IRREVOCABLY WAIVE (a) THE RIGHT TO TRIAL
BY JURY; AND (b) THE RIGHT TO INTERPOSE ANY AND ALL COUNTERCLAIMS IN ANY ACTION, PROCEEDING
OR CLAIM ARISING OUT OF OR PERTAINING TO THIS AGREEMENT
19. Jurisdiction: All parties hereby consent and voluntarily submit to personal jurisdiction in the Slate of Washington
and in the courts in such State located in King County in any proceeding arising out of or relating to this Agreement
20. Hold Harmless: In no event shall CNW be liable for any damages whatsoever, including without limitation,
special, incidental, consequential, or indirect damages for personal injury, loss of business profits, business
interruption, and loss of business information arising out of or an inability to use this product CNW is not liable for any
claim made by a third party or made by Customer for a third party.
21. Force Majeure: CNW shall not be liable to Customer for any failure or delay cause by events beyond CNW's
control, including, without limitation, Customers failure to furnish necessary information; sabotage; failure or delays in
.2r, rpm
211neurance: Customer shall obtain and maintain, at its own expense, insurance relating to claims for injury andlor
property damage (including commercial general liability insurance) based on its use of the equipment, goods and
machinery -
CITY CONTRACT C, �)C,6
V
RESOLUTION NO:_itI
YY
Revision 21.04
Certificate Of Completion
Envelope Id: 0560C497440545EF879345EC9F806053 Status: Completed
Subject: Please DocuSign: Copiers Northwest Sales Order - City of Yakima
Source Envelope
Document Pages: 4 Signatures: 2
Envelope Originator:
Certificate Pages: 1 Initials: 0
Heather Goller
AutoNav: Enabled
601 Dexter Ave N
Envelopeld Stamping: Enabled
Seattle, WA 98108
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
hgoller@copiersnw.com
IP Address: 207. 170.207.131
Record Tracking
Status: Original Holder: Heather Goller Location: DocuSign
7/8/2021 10:31:54 AM hgoller@copiersnw,com
Signer Events
Signature
Timestamp
John Hines
USP n 4 r,
Sent: 7/8/2021 10:35:21 AM
jhines@copiersnw.com
WL
Viewed: 7/8/2021 11:23:46 AM
CFO
Signed: 7/8/2021 11:23:55 AM
Copiers Northwest, Inc.
Security Level: Email, Account Authentication
Signature Adoption: Pre selected Style
(None)
Using IP Address: 207.170.207.131
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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Timestamp
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Status
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Travis McNeill
Sent: 7/8/2021 10:35:21 AM
tmcneill@copiersnw.com
[::COPIED
Viewed: 7/812021 10:48:02 AM
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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