HomeMy WebLinkAboutCanon Lease Agreements ' ACQUISITION AGREEMENT LEASE OR PURCHASE
*National IPA*
CANON SOLUTIONS AMERICA
Canon Solutions Arrierica,Inc ("CSA") Q83. �
One Canon Park,Melville,NY 11747
(800)613-2228
Salesperson Linda C Lehman Order Date- 11 / 14 ! 2019 -
Customer("you",)':'. Customer Account:1047792 Ship'To; Customer Account 1047792
Company SOUTHOLD,TOWN OF Company SOUTHOLD,TOWN OF
Address 53095 MAIN RD Address 53095 MAIN RD Justice Dept
City SOUTHOLD County SUFFOLK City- SOUTHOLD _ ( County SUFFOLK
State NY ZIP 11971 4fi42Phone# 631 765.1891 State NY Zip 11971-46 2 LPhone# 631-765 1891
Contact Lloyd Reisenberg Fax If Contact Lloyd Reisenberg Fax#
Email. Iloydr@southoldtownny gov Email Iloydr@southoldtownny gov
Lease or_Purchase ',,'.,,- r
® You agree to lease the items listed below or in any addendum(s)to this Agreement from the Leasing Company identified below,at the fixed periodic
lease payments indicated below or in any addendum(s)to this Agreement and for the fixed term specified in the lease agreement between you and
the Leasing Company Delivery to you of the items specified Is contingent on you signing a lease agreement with the Leasing Company
® Canon Financial Services, Inc ❑ Other (Name of Leasing Company)i
❑ You agree to purchase the items listed below or in any addendum(s)to this Agreement,for the purchase price specified.
The"bill to"for the items listed is the Leasing Company or you,depending on which box is checked above
PLEASE,PRINT
s eo - o • '•• o • -• a •. ••• • ^�
; Item' -Periodic Lease
temcod� Product Description Qty Unit Pride Payment or
Purchase.Price
3293C001I IMAGERUNNER ADVANCE 65551 111 1 24996
0124CO03 I STAPLE FINISHER-V2(CANNOT BE USED W1 iR ADV 8505085951) 1 Included
0166CO07 SUPER G3 FAX BOARD-AS2 1 Included
1972VO73 ESP NEXT GEN PCS POWER FILTER L120V/20A) XG-PCS-200 1 — _ _Included —
2368V120 _ .MID VOLUME CONNECTIVITY 30-PPM UP TO 79PPM 1 Included
3537VO10 IR ADV 6555165/75 INSTALL PAK v--T 1 Included
IntSupplies Pre-install supplies installed in machine 1 Included
This transaction shall be governed in all respects by the Terms and conditions of contract#Fl-R-0251-18 dated 10-1-2016 between Canon
Solutions America,Inc.and DuPage County and any terms and conditions which conflict with or vary from the contract terms shall be
deemed null and void.
Subtotal from
Payment Terms Other Requirements 000
- _ Su lemantal Addendum
❑ Check with Order Check# P O Required Subtotal 24996
❑ --
❑ Net 30 P O # Delivery/install 000
RI LeaseSales Tax
❑ Tax Exempt
❑ Other
(Attach Certificate) Total
-----
❑ Customer Declines I Deposit 0.00
El Credit Card -- --
Equipment Maintenance �— Balance Due
Requires submission of secure credit card authorization form V^
Shipping Instructions Customer Delivery Information Customer IT Contact Information
Ship Via Name Lloyd Reisenberg Email tloydr@5outholdtownny� This individual may be contacted for
network connectivity
Hours of Operation 9-5 Phone 631 765 1891 Earliest Date for Delivery 12—t16 12019 Name Lloyd Retsenberg-___
Number of Steps 0 Phone 631 765 1891
Special Delivery/installation Instruction . —— -
Elevator Yes ❑ No® Email Iloydr@southoldtownny gov
Loading Dock Yes ❑ No 0
BY YOUR SIGNATURE BELOW,YOU AGREE TO LE E OR PURCHASE,AS SPECIFIED ABOVE,THE ITEMS LISTED ABOVE OR IN ANY ADDENDUM(S)TO THIS
AGREEMENT YOU ACKNOWLEDGE RECEIPT OF OPY OF THIS AGREEMENT,CONSISTING OF TWO PAGES INCLUDING THIS FACE PAGE THE ADDITIONAL
TERMS AND CONDITIONS ON PAGE 2 HEREOF Ah,IN ANY ADD lDUM S) F TO ARE INCORPORATED AND MADE PART OF THIS AGREEMENT,
Customer's A thonzed Signatu�e� 1 �a �C, -�K _
Printed Na a CJ�a�07- to KCVSS(�� Title Date /Aff419._____-
SLS-004N Oc 2018 CSA '"�_/
ADDITIONAL TERMS AND CONDITIONS S1033833.01
These are the additional terns and conditions referred to on the face page to which CSA,if any is purely incidental to the services performed by CSA Neither CSA nor
they are allached Such face page and addendum(s),collectively with these terms and any of their affiliates has an obligation to erase or overwrite Data upon your return Of
conditions,the"Agreement' the Equipment tc CSA or any leasing company You are solely responsible for (i;your
1 LEASE OR PURCHASE PRICE,AND PAYMENT.You agree to lease or compliance with applicable law and legal requirements pertaining to data nnvary
purchase the units of equipment and supplies(the'Equiprr:ent')and licenses of storage security,retention and protection,and(it)all decisions related to erasing or
application software with separate support contracts{the Listed Software'and, overwriting Data Without limiting the foregoing,you should (a)enable the Hard Disk
together with the Equipment,the'Listed Items'),in each rase as indicated on the face Drive(HDD)data erase fut cliomality that is a standard feature on certain Equipment
page hereof or in any addendrim(s)hereto (a)if purchasing the Listed Items the total andjor(b) prior to return or other disposition of the Equipment,utilize the HDD(or
purchase price specified in the Agreement,including sales taxes and comparable)formatting function(which may be referred to as"Initialized All
delivery/installation charges,is due and payable in accordance with the payment Data,,Settirxjs'function)it found on the Equipment to perform a one pass overwrite of
terms of this Agreement (b)If leasing the Listed Items,CSA shall sell the Listed items Data or,if you have higher security requirements,you may purchase from CSA at
to the Leasing Company subject in all respects to the warranty limitations and current rates an appropriate option for the Equipment,which may include(x)ar,HDD
disclaimers and limitations of liability in this Agreement You shall enter into a lease Data Encryption Kit option which disguises information before it is written to the hard
agreement with the Leasing Company providing,in addition to such terms and drive using encryption algonthms,(y)a HDD Data Erase Kit that can perform up to a
conditions as the Leasing Company shall require,for fixed periodic lease payments 3-pass overwrite of Data(for Equipment not containing data erase functionality as a
indicated herein over a fixed lease term as specified in the lease agreement - standard feature), or(z)a replacement hard dnver(in which case you should property
Defiveryfinstaliation charges,if separately itemized to this Agreement,are due and destroy the replaced hard drive).The terms of this Section 3 shall solely govern as to
payable in accordance with the payment terms of this Agreement You are responsible Data,notwithstanding that any provisions of this Agreement or any separate
for payment of sales or use taxes on monthly rentals if applicable,even if not specified confidentiality or data security or other agreement now or hereafter entered into
in this Agreement (c)In addition to the amounts shown in this Agreement,you shall between you and CSA could be construed to apply to Data
pay CSNs,rates for any special ngging for delivery and installation when CSA notifies d SECURITY;LATE PAYMENT.As security for the payment of aft amounts due to
you of in advance,subject to your approval (d)GSA will,at no additional charge. CSA,you hereby grant to GSA a security interest in the Listed Items To the extent
install all Equipment in accordance with its normal practices and requirements permitted by applicable law,you hereby authorize CSA'to file with the appropriate
Maintenance and any other post-installation support of Equipment is not covered by governmental authonties any and all financing statements necessary to evidence or
this Agreement,and will only be provided by CSA if a separate maintenance- perfect CSA's security interest in the'Usted Items
agreement is entered into and to the extent provided therein.(e)
installaGontlmpiementation of Listed Software may be at an additional charge except \1�
to the extent included as a Listed Item,and may be conditioned on your agreement to ar* r^ey' r�a� +� rr et�3 rrrtfi rge _\ ll
a separate statement of work or other document covering the scope and schedule of
mstallationGmplementation,configuration options,responsibilities of each party and
other matters,which shall solely govern as to the matters covered therein Additional 5. WARRANTY OF BUSINESS PURPOSE.You represent and warrant that that the
charges may apply for work beyond the initial scope described in such ceparale Listed Items will not be used for personal,family or household purposes
document (f)Support for Listed Software is provided directly by the respciciwe 6 LIMITATION OF LIABILITY CSA SHALL NOT BE LIABLE FOR INJURY OR
developers thereof and as set forth in each developer's applicable separate support DAMAGE EXCEPT TO THE EXTENT CAUSED BY CSA'S NEGLIGENCE OR
contract and is not provided by CSA under flits Agreement except as expressly WILLFUL MISCONDUCT GSA SHALL NOT BE LIABLE FOR EXPENDITURES FOR
provided herein Support for Listecl Software may require separate purchase by you of SUBSTI TUTS EQUIPMENT,LOSS OF REVENUE OR PROFIT LOSS,
a support contract,unless included under this Agreement as a Listed Item The terms CORRUPTION OR RELEASE OF DATA,FAILURE TO REALIZE SAVINGS OR
of support contracts for Listed Software ate available from the developers or will be OTHER BENEFITS,STORAGE CHARGES OR INCIDENTAL,SPECIAL PUNITIVE
provided to you by CSA upon request Notvnthstanding any provision in the support OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH
contract to the contrary,it Shap automatically renew on an annual basis,subject to a -THIS AGREEMENT,REGARDLESS OF THE LEGAL THEORY ON WHICH THE
price increase after the initial term (g)CSA shall make available to you from time to CLAIM IS BASED AND EVEN IF CSA HAS-BEEN ADVISED'OF THE'POSSIBILITY
time upgrades and bug fixes for the Listed Software,but'(i)only if such upgrades and OF SUCH DAMAGES
bug fixes are provided to CSA by the developers of such Listed Software,(n) 7. CHOICE OF LAW AND FORUM THiS AGREEMENT AND ALL CLAIMS,
availability of upgrades and bug fixes may be at additional charge,and(fit)installation DISPUTES AND CAUSES OF ACTION RELATING THERETO,WHETHER
of such upgrades and bug fixes by CSA if requested by you shall be at additional SOUNDING IN CONTRACT,TORT OR STATUTE,SHALL BE GOVERNED BY AND
charge. You are not required to use CSA for installation of either Listed Software or CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
for any upgrades and bug fixes,but if installation is done by anyone other than CSA, YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE
CSA shall have no responsibility for any performance or other issues that may result OR FEDERAL COURT LOCATED WITHIN THE CRY OF NEW YORK UPON
from such installation CSA shall also use reasonable efforts,to provide Level t SERVICE OF PROCESS MADE IN ACCORDANCE WITH THE APPLICABLE
support for the Listed Software for so tong as a CSA maintenance agreement for the STATUTES AND RULES OF THE STATE OF NEW YORK OR THE UNITED
related Equipment remains in effect,except that for certain Listed Software,Level 1 STATES ANY AND ALL SUiTS YOU COMMENCE AGAINST CSA,WHETHER OR
support shall be provided only if and so long as a separate software support contract NOT ARISING UNDER THIS AGREEMENT,SHALL BE BROUGHT ONLY IN THE
for such Listed Software from the developer thereof is in effect.Levet t support STATE OR FEDERAL COURTS LOCATED WITHIN THE CITY OF NEW YORK YOU
consists of (t)providing help-line telephone assistance in operating the Listed HEREBY WAIVE OBJECTIONS AS TO VENUE AND CONVENIENCE OF FORUM
Software and identifying service problems and attempting to troubleshoot any such ANY SUIT,OTHER THAN ONE SEEKING PAYMENT OF AMOUNTS DUE
problems in the Listed SoRwa�e,(if)escalating operating problems to the available HEREUNDER,SHALL.BE COMMENCED,IF AT ALL,WITHIN ONE(1)YEAR OF
developer of the Listed Software as needed to rectify such problems,including THE DATE THAT THE CLAiM ACCRUES THE PARTIES IRREVOCABLY WAIVE
facilitating contact between you and the,developer of the Listed Software as ANY RiGHT TO A JURY TRiAL IN ANY SUR BETWEEN THEM
necessary;and(tit)maintaining a IN of such problems to assist in tracking the same, 8 GENERAL,This Agreement shall be binding on you upon your signature and on
(h)if you acquired Uniflow an authonzed CSA representative may receive a pont CSA upon the delivery of any of the Listed Items Alf p ovisxwna of th,s Agreement
usage report for business reviews It)CSA reserves the right to withhold shipment of including Section?,which by Bmeir nature can be construed to survive the expiration of
the Listed Items(t)until you make full payment of the total once sper iTied m this terrnfnaboi of the Agreement shall so survive,This Agreement,together with any
Agreement or if CSA revokes any credit extended to you because of your failure to related CSA credit application,constitutes the entire agreement between the parties
pay any amounts when due of for any other reason affecting your creditworthiness,or with respect to the furnishing of the Listed items,superseding all previous proposals
(it)until you enter into a lease agreement with the Leasing Company and the Leasing and agreements oral or wniton No tease agreement entered into between you°and
Company commits to full payment of the purchase price agreed to between CSA and the Leasing Company with respect to any Listed items shall be binding on GSA of any
the.Leasing Company If at any time prior to shipment.CSA discovers any mistake in respect or affect your rights or CSA's obligations hereunder Any purchase order
pricing or Equipment configuration for any Listed Item(s),CSA reserves the right to utilized by you shall be for your administrative convenience only,and any terms
notify you of the mistake in writing,and such notification will constitute the non- therein which conflict with,vary from or supplement the provisions of this Agreement
acceptance of this Agreement by it with respect to such Listed Items without liability shall be deemed null and void No representation yr statement not contained on tine
2. LIMITED WARRANTY.All Canon and Oce brand Equipment is provided with a original of this Agreement shall be binding upon CSA as a warranty or othernwse,nor
manufacturer's end user limited warranty from Canon USA,inc CSA is an authorized shall this Agreement be modified or amended except by a writing signed by you and a
Canon service dealer and provides warranty service-under the Canon USA limited designated representative of CSA If a court finds any provision of this Agreement(or
warranties All other Listed Items are provided subject to such end user warranties part thereof)to be unenforceable,the remaining provisions of this Agreement shall
and license terms as are provided by the manufacturer or developer as packaged or remain tri full force and effect This Agreement shall not be assignable by you without
otherwise provided with the Listed Items CSA shall upon your request provide to you CSA's prior written consent,and any attempted assignment without such consent,
copies of all such end user warrantie's and license SUCH WARRANTIES ARE IN which shall not be unreasonably withheld,shall be void,except that you may,as
LIEU OF ALL OTHER WARRANTIES,EXPRESSED OR IMPLIED,INCLUDING ANY described above,assign to your leasing company your right to acquire the Listed
IMPLIED WARRANTIES REGARDING MERCHANTABILITY OR FITNESS FOR A Items and'your warranty rights hereunder,but your other rights hereunder,are not
PARTICULAR PURPOSE,RELATING TO THE USE OR PERFORMANCE OF THE assignable to the leasing company and such assignment shall not relieve you of any of
LISTED ITEMS,AND ALL SUCH OTHER WARRANTIES ARE HEREBY EXPRESSLY your obligations hereunder You expressly disclaim having relied upon any
DISCLAIMED. YOU EXPRESSLY ACKNOWLEDGE THAT SUCH WARRANTIES DO representation or statement concerning the capability,condition,operation,
NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE LISTED ITEMS performance or specifications of the Listed Items,except to the extent set forth on the
3 DATA You acknowledge that the hard dnve(s)on the Equipment,including original of this Agreement You agree that CSA may accept an,electrontc image of this
attached devices,may retain images,content or other data that you may store for Agreement as an original,and that electronic copies of your signature will be treated
purposes of normal operation of the Equipment('Data') You acknowledge that CSA is as an original for all purposes,
not storing Data on your behalf and that exposure or access to the Data by N
This transaction,shall be governed m A•espet:N by the Ts&Cs of contract 9 FI-R-0251 18
SLS-004N October 2018 CSA dater'*1-2018 between CSA and vuPage County and any's&Cs which m ifiicl,fi,h or Page 2
vary fon,tete cont60 terms sha,f be deptned pull anc Yoid
1 -
" ACQUISITION AGREEMENT ADDENDUM �
CANON SOLUTIONS AMERICA
Canon Solutions America,Inc ("CSA")
One Canon Park,Melville,NY 11747
(800)&13-2228
Related Acquisition Agreement Number.
S1011383
Customer
Southold, Towyn of
Street address. City State* Zip
53095 MAIN RD Southold NY 1 11971
Equipment Description Term
(1) - IMAGERUNNER ADVANCE 65551111; (1) SUBSCRIPTION 48 months
SUPPORT SERVICES 6 UNIT BLOCK
WHEREAS, Canon Solutions Amenca,•Inc ("CSA"), and the above-described Customer("You") have determined that it is in
their mutual benefit to enter into this Acquisition Agreement Addendum ('Addendum") to the above-described Acquisition Agreement
("Agreement") All capitalized teens 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 Rider Regarding Payment Under Municipal Contracts is attached hereto as Exhibit A and shall be incorporated to the
extent applicable
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. r
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. pps Southold,Town
By By' WQ -
Name __- _^ Na e. G,
Title Title' t=51b�
Date: Date. 1 Z f 19
Acquisition Agreement Addendum Marchi 2018 CSA
DocuSign Envelope 10 'AC6618C4-E2C3-48E7-B493-91AAAOC762FC
Exhibit A
RIDER REGARDING PAYNIENT'UNDER MUNICIPAL
The Town of Southold (hereinafter the "Town") -,hall pay Canon Solutions America, Inc
(hereinafter die "Contractor") upon the submission of I- voucher at thL appropriate time of
bllllngSuch voucher shall be due and payable: within 45 days after�-eceirtof
such sian shall not be dute and payable by, the unt,,; the tOWn Board of he lown has
r=ui% sl,cl; a voucl,,cr �rld hsS ,�11,16iieO ',WU1 4')V(3?led 1.,rp�v.-„&iA ',ho �`.e StjC)Tji'!;ud
]'lic 'i 011AU11 Boar,; si":.Iil proc(SS an) vo,jdier rt-cci From Comracror as expx--d,,Ioilsl} as
possible. In the e%.ert !hat the Tovvn d,,spui:'esor objects ;o any portion of any voucher subrnitted
by Contractor pursuLV.,, tu this paiagapb, the Town shall, within 330 Jays of tbc receipt of such
voucher, notify Contractor in writing of SUCII dispute or objectiofi. Contractor acknowledges
that Contractor s familiar, Avit].
h the requirements o:section ', 18 of the Town Law which, in
effect, prohibit payment of any of Contractor's claims against the Fown unless ari itemized
voucher therefore shall have been presented to t1lit Town Board or --own Comptroller and shall
have been audited and allowed by ,he Town Board or fown Comproller
The acceptance by the Contrartot of the payment shall be, anshall operifte as a release to
the Town_ tiam all claims and ali liabilities to Che Contractor for all'the things done or-i.1mished
;n connection with this work,and for every act and neglect of ffic ro"Vri and others relaullf;to or
arising out of, this Conti-act, except Contractor's claims for. interest upon the final payfricrit, ill”
L.is payment be improperly delayed. NO payment, however final or otherwise. shall operate to
release thce Contractor or its SLIT-CtICS from any obligations undei 11-115 Contract
REQUIRF'D PRO ,ISIQNS 0 F LA"N
Ea:;h, and c,,,I!ry prevision: of jaw and i342 rNt'ii.-co -v ,aw to be inserwd in his Ccmtract
sl-iall be deemed tc have been inserted 'kerein if any such provi4ion SG not mseri,2d, thr-naigh
-913take or othertk,,se, thou upon the application ofeithei party, "I'S Coruracr shall be Physically
amended r-cirthwith to make .Zuch. insertion, In paniculav, the Contractor shall, among ocher
things, ffilly comply with
(a) Labor Law section 220-c and Executive Law secEans 291-299 and the Civil Rjoh(s Law
relating to prohibition against discrimination and providing equal opportunity
(b) Affirniative action as required by the Labor Law
Prev=,ion oFdust hazard tequijed by Labor Law section 222-a.
Prc fercnce.in employment of persons required by Labor Law section 222.
(e) Eight-hour'workday as required by Labor Law section 220(2).
PREVAILING WAGE RATES REQUIRED BY LAW
(a) The parries hureto, in accordance with the provisions of section 220(3)of the Labor Law,
hereby agree that-here shall be paid trch emplioyec engaged in work under this Contract
not IHSS that i!.,c \,kage iate and supp(ements se, )ppositt ttic trade o- occ.:.patiori in ;V;Iich
acishc SS engaGed wl,ich are the wage rates and ,uppicrrimts es-.abilished as the pi- ailing
raiz; of vvag-os for the work covered by this Contract.
DocuSign Envelope ID^AC661BC4-E2C348E7-8493-91AAAOC762FC
J-
ad-;�,(-,,�
ie l )I+ .4StGf:lUili oFall kyafz�; rats WIld a; spec;fied m ih(;Ccniuict, (,)i 0he
V2 IU US Classes of rnechaf)"- wolkinoineruwomea, or fabo-.crs eu)plu�ed i,ii IIIc` ,Yo-,k
04/22/2019 11:01 AM EDT
TORN OF SO(- PIOLD
Dawn U8WFM3SMAX2Er
Name:
Officer or Authortzed Agent Title:
COST PER COPY
CANON SOLUTIONS AMERICA,INC NON-CANCELABLE-RENTAL AGREEMENT CANON FINANCIAL SERVICES,INC
CFS 1,','74(u 3,18! Remi ante Address 149134 Col'eChons Cent("Drlva
Ch,crigo.l0nors 60693 Pliryne (80'20-�129C
tCrSAi',R-ENIENTNUMBEP S1033833 01
COMPANY LEGAL NA,14E ORAPHONE
SOUTHOLD NEW YORK,TOWN OF i'Customfsr*)631 765 1891 1
BRUNCADDRES', COUNTY STATE ZIP
53095 MAIN RD — SO_ SUFFOLK NY 11971-4642
EQUIPMENT ADDRESS j CITY i"OUNT, STATE. zip
53095 MAIN RD JUSTICE DEPT SOUTHOLD SUFFOLK NY 11971-4642
If unds at different lof:abans,attach Schedule
CUSTOMER CONTACT FOR METER READINGS EMAIL PHONE FAX
Llovid Roisenbera- 631,765 1891
Covered Images Included Per Image Charge in Monthly
Make I Model I Accessory Serial Number Start Meter in Base Charge Excess of Covered Images Meter Method
(Slack&White) (Color)----(Black&White) ictaor) (Black&WhAe) (Color) Base Charge
IRADV6555IV3 1 5000 0,004300 Included 0Remote
TOTALS 5 000 0 0.00430 0.00000 $249 96
Term in months- 48 Guaranteed'Copy Plan: Individual , ❑ Fleet r-roklis'onilytownrid)
Number of Monthly Base Charges in Advance. U Meter Reading Frequency, ❑ Monthly Quarterly
Total Amount Due as signing 10-00— Service and Supplies Included Supplies Maintenance
'PrusApfilicable Taxes "Service Provider" Carlon SollIt
ji(LnS Amp
THIS AGREEMENT IS NON CANCELABLE By CUSTOMER CUSTOMER REPRESENTS THAT ALL ACTION REQUIRE17)TO AUTHORIZE
EXECUTION OF THIS AGREEMENT ON BEHALF OF CUSTOMER BY THE LL0`V'N%1,1,1N;1\TORIES HAS BEEN TAKEN THE_UNDERSIGNED
HAS READ ONDERSTANDS ANn I IERE6YAGRLzL-'S T()At LOF A", 0 EITINS SET FORTH IN THIS AGREEMENT
96 1 QLISTOMER SIGN-ATURE
Hl
CANON FINANCIAL SERVICES,INC I By
QN)
"6
P.A.Nd V-11
T'le lax ID? It pmmtor,LOS
Date By X TIfe
Pinntexi Name,
To Canon Financial Services,Inc ACCEPTANCE CERTIFICATE
Cultrimet cert, that thdl(a)It,E(piplikent niffirred forn Wz Agreement has teen received,(b)rnstal,atonfos been armpMed,(c)the EquIsment has
been examined by Custww and is in good opiffatrlti fadtaxid cordilim and is�,n
at respects,sabsf3clory to Costomet,arid(d)the EquDoerit is:1revocably accepted by Customerfor all purposes unifer,9,is Agreement Aocvd.irygiy.Customer farOy aulhonzes nixing under this Agreement
P",to Name Trfe(d any), Date
TERMS AND CONDITIONS
I AGREEMENT w9anued order Ise lam of ate State of ,with A
C!fef exi^crstma
Qff_p at
and Cu"furtieT rare;from CPS ;th ibs place of bus-kiss at 158 Gaither Otero,Sate 2W.Mount Laufer,Newk,,sey OWrA all Me errixpirient descried above loffelfter virth 2A repLicirmenrl pads and a0slitub.S for 1114 nddLbons to such equipment
('EfiulI,,-nenrj upon the terms and ormiknois Eel its*iii:Yrs Cost-PerCbpy INDIA-cancerabia Rental Agreement fAgnsimor,
2 TERM OF AGREEMENT This Agmerneet shall be effective m the dale%xi Equomenlis,detwred to Customer("Commerkoment Data%purvided Customer execares CFS'f=of acceptance('Accapiarwca Cirtificale*)of olhorwze accepts lbe
Equ,pmeni as spbcfiiti heron The term ri!Ibis Agteemeot begins on the dale accepted by crs of any late,date that CFS designates.And seat wrisiat of file isalirmift peneds six cified above and anj renewal porxxIs After acceplawe of die Ecturpoxot,
CU54omkr shad i18Fe na tuPub IR rrvoka st:oh atxCpbnce or caacN ih,s Agmement dunrq ese'.Ctm hereof Thu krm pi fills Agreement shag end,orders seiner tetm,aaNM ny CFS,wren nit arrwwnN tr:Ktatrod'o rte,ad oy Cusicmet,trr4er�6 Ag,•eveunr9
have been pav as provided and ether(a)Customer las oUrtbaSed the Equipment n accordance with pre terms lieffol'or(b)the Equipinsw has Mf rourned a±the end of the,Bhedthed term m mraml lermin accon1WXvnm me terry hemp?
Customer;,as raTlzt to reCum btu•t:C3rt'mcCt&x GFS pier the end of rise sc!'ec4,ed term of tis Agrettnctf tin env reason wnatuav r,.x9ic',ng wimoulroulaefur,
3 PAYMENTS • i
CPS The arnovid or each Pay"it sprxfied aisave ate bas"tio the setuftees tpsa esl,mateol the ant of rrap Eouii>�l Arid anrnZnfl;c and-,ffij.s Cvslomp, CPS'a nepu tIe i'e-1 by.;I,x,her--
t15°',:d'Pe a•xuai tart rx,st pi'he`eou trent and Ary<x:ittcf v;re.:eS an:saras;rvs+rr.:crt7vq anc;aks pr.,C 12x.r,mixt,,•-.;ss tna�.v,,,samy ratv-+a,co r.A+ce,r,emFe h.,tisr„"t t2;*xx:J+�r^r:!,fH.r„N,.>•t".+Icst.,nn;syrSary of+nm Agre�n,a:L-hp
Paur,e,As he'eu,x},.,:d.(eetly tip CF5 3!W604 Ca:x;,r."S Certer Rr•+e fx,xa';p lir.,ua"u.9u9J.L•niess ew er»c,2 a+pC:Cd tar,L;iS Cu^.sme+c:x,Ta;a'rt•,p 5aY aw�+✓-^.,r.'s,pp,um'.r mR AgrC,?men,arta ai:peer rwrnatrzi+s^erpuikry�ab;cil:,fa inn
4 APPLICATION Of PAYMENTS METER READING
X'"fj-lale Pcie,sea;—Ii,4Selkea and Sklo,s des,-,ndl n re.W* It:k 'Sell'and al-
5 ADVANCED PAYMENTS,Cuslrnexagrees Ma:CFS may rclare cvbgaled:c aptly amp ar^p,at aim to Jrrv„ru;to any amu„mr aD cr ro'ze.,rw Ctrs rice+mil+a',time n,n?:int st,a I any a,nnuni par.9 nr advance
namnTreSi axiY:pt while rega:ted try law -
B NOCFS WARRANTIES CUSTOMER AMNOWLEDGES THAT CFS IS NOT A MANLJI�ACTURER,DEALIER OR SUPPLIER Ox[HFFQLPPMENT THE EQU41MENT IS REWIED'AS IS'AND IS OF A SIZE,DF SIGN,AND CAPACIlY SELECTED BY
CUSTOMER.CUSTOMER ACKNOWLEDGES THAT CPS HAS MADE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUITABILITY OR DVRABILfTv OF THE EQUIPMENT,THE ABSENCE OF ANY CLAIM OF INFRINGEMENT OR
PERSONAL GLIARANTY
The,mie,sitned(vihed;er one of more are swtfed, of CANON FINANCIAL SERVICES.INC('CFS'f eplarniS,rare an agreement(logether carat An,;Wixxlutes W therrhi.Ag,et-,ini71 vvV,cuveme,
-donarsed above CCuslomer")irrevocably and uncor-draonairy.f=6 a, -,.verafty, successors and assg.s fire payment,iron dw of 0 amounts owed ender the agreement IvnellI-r At mall'aly,of open the of An
Customer and CFS(LoPedvoity*Liabhto$')If Customer shfu fail 10 pay W any L .1 6 wt, G
e,wd 1 default or omervisel and in-Performance by Custorne,of all term lI or rvma ON,* e,%due
Winters
shall,upon demand,pay any amoemts which my be die from Curzkaeel and J%,�ar'y alw'roqulud of Customer under the Agreement This is a,absolula and comanuing guaranty,and Guarantors'liabx,1.y-.08f am Guaranty,%rimary,and"mi mi tw
extensionrenewal or aod,fx:alxrn dr the ' whether byagtee"ntoropefit4nof!,iw
If any ruryme�il onlbe ttaw,fei is lberealta"set aside,(boo'e-d of mxvir�to
,.as aot"shall for the rki'Doses ofth's Gtamrfty be deemed to have continued in such applicabon,and tris Guarary,shall De enforceable as to sich Lmoales as hiff-I as if such applIcaboo had never been made Tri
Guaranty may W."IffralEd calyugtor,sixty(60)da)s'ancr ivreten raiiiace to CFS,and smn le-%Citiorr<NI be Ofedne onne as roLiablities ansitig under schedules,supplements or agreements entered 1,14,after lbo affieflive date oftemorahc!,
shad;Art afe..t C;S',,,gh(s under mis Giararity,aris-og net of the Agreement or other alreements ct'rzA;ed oto poor to ouch Date
Guararilor,wive all da.maillys,demands,presentments and nerces of every kind and nature,any nol N�rft-off,and any defenses avablate to a guarantor(other than the defense of payment and perka,narca Al iul)uniforapplKable law Guitaolots
ft.1hor—l"Any£i)native of IN octanng N adeatedross by Customer and of this Guaranf^p)Nht to(errv,re,suit Against Customer Arany ribber party before"fayantl this Guaranty and jw),rant of suortagation to CFS'rights aqa+rxl
CuV.0,wriinbil the lzbirbes ans sattsft4d in full Any(i)aboow4bs and extensions of litre of payment,(*eleay'`"eftisnfutvin of compromise of of iiialrul0nor,upon the EquilAmeft,other ifuaMnIUS lir any COhateril securfly and,c)extucrA of aev other
1;
light under Ibis of tiny other agreement between CFS and Customer or any third party may be made,granted and 0e d by CFS without rolice to G6arantrsrs aKwiffirsilm any manner affecting Guarantors liability undef this Guaranty
Guarantor snag pay alt expenses faycluding attorneys:fees and legal exposes)paid or Incurred by CFS In
unit caped the Liabj�rftes,of airy part th ,ii efe�f andenforcing this Guaranty THIS GUARANTY SHALL FOR ALL PURPOSES BE
1`5
DEEMED A CONTRACT ENTERED INTO IN THE STATE OF NEW JERSEY THE RIGHTS OF THE PARTIES UNDER�,Y'SGLIARANTY SHALL BE G0,4ERNED BY THE LAWS OF THE STATE OF NEW jERSEYWnH0U7 REFERENCE 70
CONFLICT OF LAW PRINCIPLES ANY ACTION BETWEEN GUARANTORS AND CPS SHALL BE BROUGHT IN ANY STATN'R FEDERAL COURT,LOCATED 114 THE COUNTY OF CAMDEN OR BURLINGTON,NEW jERSEY,OR AT CFS'SOLE
OPTION IN THE STATE WHERE ANY GUARANTOR,CUSTOMER OR THE EQUIPMENT IS LOCATED GUARANTORS By T� EXECUTIDIt0=DELIVERY HEREOF,IRREVOCABLY WAIVE OBJECTIONS TO THE JURISDICTION OF$U�H
COURTS AND OBJECTIONS TO VENUE AND CONVENIENCE OF FORUM GUARAN TORS,BY THEIR EXECLITION AND D NF
<�;SE I" N CFS BfITS ACCIEPTANCEI,ERFOF HEREBY!RRPuOCABLY WAKIES ANY RIGHTTOA III
4
JURY THLA.IN ANY SUCH PROCEEDINGS
Guarantors agree ftat CPS troy achacit a lacsnie Dile,Ieclfho�c 17ars""000 of Nis G13.1—IYAS an "0'hal 'e,est".^vea(cdl a,an 0,,.nal'.All Nj osps
pii^lea Nana A'.1 Dntp
AJmes PFO,c
1 A I SEG NEXT PAGE FOR AD-DIT,10NAL TERMSANO COND!"ICUS
! Service Provider Terms and Conditions
1 �r1l ltb t
CANON SOLUTIONS AMERICA Canon Financial Services ("CFS") Cost Per Copy Agreement
Can'on Solutions America,Inc ('CSA")
One Canon Park,Melville, NY 11747 .1
(800)613-2228
1. TERM. Canon Solutions America, Inc. ("CSA") shall provide troubleshoot any such problems in the Embedded Software,(it)escalating
maintenance on the Equipment included in the CFS Cost Per Copy operating problems to,the available developer of the Embedded Software
Agreement (`CFS Agreement") for the term of the CFS Agreement, as needed to rectify such problems,including facilitating contact between
including any applicable renewal term,beginning on the date of installation you and the developer of the Embedded Software as necessary,and(iii)
Capitalized terms not defined herein shall have the meaning set forth in the maintaining a log of such problems to assist in tracking the same
CFS Agreement Embedded Software as used herein does not include separately-priced
2, ' CHARGES Base Charges and Per Image Charges, including application software supplied by CSA to you under any separate
Images in Excess of Covered Images,shall be invoiced in accordance with acquisition agreement,and support therefor shall be solely governed by
the CFS Agreement the provisions thereof
(a)Toner inclusive Service includes replenishment of Supplies specified in 4 NON-COVERED SERVICE The following services, and any other
the CFS Agreement and are for exclusive use with the Equipment If work beyond the scope of this Agreement,shall be invoiced in accordance
Customer's usage of toner exceeds manufacturer specifications for with CSA;s then current labor parts and supply charges (a)replacement of
conventional coverage by more than 10%.CSA may advise CFS to invoice any consumable supply item not provided as part of toner inclusive service
Customer directly for such excess toner Customer may purchase identified on the face page, including, without limitation, paper, toner, ink,
addnal toner from CSA if required during the term.Customer shall bear waste containers, fuser oil,staples, other media,print heads and puncher
all risk of loss. theft or damage to unused Supplies, which shall remain dies. (b) repairs necessitated by factors other than normal use including,
CSA's property arid shall be returned promptly up without limitation, Any willful act, negligence, abuse or misuse of the
Agreement Pon ternitriation of this Equipment�the use of parts,supplies or software which are not supplied by
CSA and which cause abnormally frequent service calls or service problems.
(b)It Customer has specified the Fleet Guaranteed Copy plan in the CFS service performed by personnel other than,CSA personnel,accident,use of
Agreement,the Base Charge and the Covered Images shall apply 19 the the Equipment with non-compatible hardware or software components,
fleet of Equipment electrical power malfunction or heating, cooling or humidity ambient
(c)Unless otherwise indicated on the CFS Agreement,Customer authorizes conditions, (c)de-installation, re-installation or relocation of Equipment, (d)
GSA to use networked features of the Equipment including imageWARE repairs to or realignment of Equipment,and related training,necessitated by
Remote to receive software updates,activate features/new licenses and/or changes you made to your system configuration or network environment,
transmit use and service data accumulated by the Equipment over (e) work which you request,to be performed outside of CSA's regular
Customers network by means of an HTTPS protocol and to store,analyze business hours,or(f)any networkisystem connection device,except when
and use such data for purposes related to servicing the Equipment and listed in the CFS Agreement
product improvement S. DATA. Customer acknowledges that, the hard dnve(s) on the
(d)Customer agrees to provide meter readings to CSA, if applicable, in Equipment, including attached devices, may retain images, content or
accordance with the Meter Method and/or Meter Reading Frequency other data that you may store for purposes of normal operation of the
specified in the CFS Agreement and CSA's normal procedures- If you Equipment ('Data'). You acknowledge that CSA is not storing Data on
selected the myCSA,.vebstte,you,your employees or agents shall complete behalf on you and that exposure or access to the Data by CSA,if any,is
CSA's registration process governing access to and use of such website, purely incidental to the services performed by CSA Neither CSA nor any
and you agree to be bound by,and comply with its Terms of Use. CSA of their affiliates has an obligation to erase or overwrite Data upon
may change Customers Meter Method and/or Meter Reading Frequency q()StOrner'S return of the Equipment to CSA or any leasing company
from time to time upon 60 days notice. If CSA does not receive timely Customer is solely responsible for (I)Customer compliance with applicable
meter readings from Customer Customer agrees to pay invoices that law and legal requirements pertaining to data privacy. storage, security,
reflect CSA's estimates of meter readings CSA reserves the right to verify retention and protection, and (ii) all decisions related to erasing or
the accuracy of any meter readings from t:me to tirne,and to advise CFS overwriting Data Without limiting the foregoing Customer should, (a)
to make appropriate adjustments to Customer's account an Customers enable the Hard Disk Drive (HDD) data erase functionality that is a
next invoice standard feature on certain Equipment and/or(b) prior to return or other
disposition of the Equipment, utilize the HDD (or comparable)formatting
3. COVERED SERVICE CSA shall provide all routine preventive function (which may be referred to as 'Initialized All Data/Settings'
maintenance and emergency service necessary to keep the Equipment in function)if found on the Equipment to perform a one pass overwrite of Data
good working order in accordance with this Agreement and CSA's normal or,if Customer has higher security requirements,Customer may Purchase
practice Such service shall be performed during CSA's local regular from CSA at current rates an available option for the Equipment, which
business hours (8.30 A M to 5.00 P M Monday through Friday, except may include (x) an HDD Data Encryption Kit option which disguises
holidays) Information before it is written to the hard drive using encryption algonthms,
(a) Customer shall afford CSA reasonable and safe access to the (y)a HDD Data Erase Kit that can perform LIP to a 3-pass overwrite of Data
Equipment to perform on-site service Customer acknowledges that CSA (for Equipment not containing data erase functionality as a standard
may not be able to provide maintenance for Equipment outside of GSA's feature), or(z)a replacement hard drive(in which case Customer should
servicing territory Parts'or Equipment replaced or removed by CSA in properly destroy the replaced hard drive) ' The terms of this section shall
connection with maintenance services hereunder shall become the solely'goverin as to Data, notwithstanding that any provisions of this
property of CSA and Customer disclaims any interest therein. Agreement or any separate confidentiality or data security or other
agreement now or hereafter entered into between you and CSA could be
(b)CSA shall make availabte,to Customer,from time to time upgrades and construed to apply to Data
bug fixes for the software licensed as part of the Equipment('Embedded
Software'),but (f)only 6 such upgrades and bug fixes are provided to CSA 6. CUSTOMER SATISFACTION POLICY. If you are not satisfied with
by the developers of such Embedded Software,(ti)availability of upgrades the performance of your Canon or Oce brand product, upon your written
and bug fixes may be at additional charge, and (iii) installation of such request,-CSA in its sole discretion will repair or replace the product with a
upgrades and bug fixes by CSA if requested by you shall be at additional like unit with equivalent capabilities Prior to replacement.GSA shall have
charge You are not required to use CSA for installation of any upgrades had the opportunity to return the product to good working order In
and bug fixes,but if Installation is done by anyone other than CSA, CSA accordance with the teens of this agreement This policy shall apply for
shall have no responsibility for any performance or other issues that may 3 years from the date of installation or for the initial term of any CFS Lease,
result from such installation CSA shall also use reasonable efforts to if longer. provided Customer is not in default of this Agreement and such
provide Level I support for the Embedded Software Level 1 support maintenance services have not been canceled or terminated,
consists of(I) providing help-line telephone assistance in operating the CUSTOMER AGREES THAT NOTHING IN THIS SECTION WILL
Embedded Software and identifying service problems and attempting to ENTITLE CUSTOMER TO TERMINATE THE CFS AGREEMENT
SER-CPC 023 March 2018 CSA
THE LINE,OR ANY OTHER REPRESENTATION OR WARRANTY,EXPRESS OR IMPLIED,WITH RESPECT TO THE immediately pay all unpad Payments hereunder(whether or not die then due)amt other amounts due under this Agmoomem
EQUfPMENT,1NCLUDING,'WITHOUT LIMITATION,THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS with CFS,ebn ag title to the Eq`u'p'nent,(b)to terminate any and at agreements wan Cultomer,(of with Or wfhout mace
FOR A PARTICULAR PURPOSE Any war arty with respect to the Equipment made by the manutactomr,deafer ar wppne, camand at legal process,to enter upon the premises wherever the Equipment may cue fount'a retake possession orally rsr
is separate from,and s not a part of,Os Agreement,and shall be for the benefit of CFS Cusiotnet,and CFS successors and as of the Equipment,and(h)reaot such Equipment and esti Pavments and ather sumspad nero:.nder,Or(x)sell l*e Equ'amoal
issgnees,it any So Long as Customer is not in breach or default of this Agreement,CFS assigns to Customer any orrmnbes and recover tram Cuskamer the amount by which the Reroan og Rental Batanuz exceeds the net amount re.eived by CFS
('mcludog those agreed to between Customer and the manufacturer dealer,or suppler)which CFS may rave with respect to from surh sale or(d)to pursue any offer remedy pomh.fled at law or m egady CFS(i)may dispose of rhe Equipment en as
any dem of Equipment,provded ml scope and iumgatlons of any sue:warranty Shag tie solely as set alai m any then present ocndnan or forawmg such pcepamtxm and processing as CFS deems ov eunercialy reasonable,(x)shall have
agreement between Customer arid such maTiOnfurer,dealer,or wppF'er or as otherwise specified in warran'y materials from ro duty to prepare or process the Equpmenl ow to sate(A)may disclaim warranties of title,possession,quiet enjoyment
such manutac ever,dealer,or supplier and stall not Vdude any umpl+ad wamantes ans4ag Sol*Loam CFS'acqusgnn of the and the tke and jN)may comply with any apptcable,state or federal law requirements n conrieulan with a dapcs,dnri at the
Equipment CUSTOMER ACKNOWLEDGES THAT NEITHER THE SUPPLIER NOR ANY DEALER IS AUTHORIZED TO Equipment,and none of the.If lie E uipmenions shalt be deemed to adversely affect hathe mmmercal rthe Remaining
e aining of the
WAIVE OR ALTER ANY TERM OF THIS AGREEMENT OR ANY SCHEDULE,OR MAKE ANY REPRESENTATION OR Balance
a of the Equpmenl t the Equipment s not went N for saki Customer shagme tette for the.oro ition Rental
WARRANTY WITH RESPECT TO THIS AGREEMENT OR THE EQUIPMENT ON BEHALF OF CFS Balance and any a eff amounts due under this Agreement tie try C of any of 10 exercise
s o any
re ns, that PS a
covenants shall be e0ecave unless eontahreed'm a writing Signed by CFS Failure td exerese any remedy that GFS may earl'
7 ACCEPTANCE,DELIVERY Customer s execution of the Acceptance Certificate a other confirmation df Customers shall not conslrtute a waiver of any obligation mai respect to wheh Customer 6 in defatdt
acceptance of the Equipment shah cvndusnefy establish that the Equipment has been delivered to and accepted by
Customer for ad pmTdsrs of this Agreement,and Customerni not for any reason,revoke Thal acceptance:however.I under ties Agreement an or active the due date.Customer shall pay CFS,upon demaw, eyda!m me greauer
Customer has not,within ten(10)days after delivery of such EgL4ptmnt,deurered to CFS written notice a!nonacceptance, _ len percent 00%)W each such delayed Payment or Menyhve dollars ts2 .cn b.'lug period or portion of a bi•,ng
specdyirg the reasons therefor and specdca+y eaterencmg this Agreement Customer shag be deemed to have rnevoraWy pend such Payment s delayed n each rasa to the eAent y appfv:aafY ax The amo;inL specdied above snag„-
accepted such Equipment CFS is me owner of the Equipment and las rented the Equipment to Customer under the paid as I,qudaled damages and u cornua FS niemai oporatng expenses nvned m connector,wit•sucI,are L
Agreement As beMeen CFS and Customer,thus Agreement shat supersede any CustorPr purchase code+n Is"Unity pa,men,in aaottann Curtauer< mtwrse CFS for as of in.Delve-por*et costs and expenses incurred in exeoxsmg an,
noM2hstand,n-q anyWng t0 the CM:rary ron;amed many such(n:rr.M1ase order Customer agrees ip,raxa any rxtnl of ipecr'w of its r,gms ormined. <onder ar n eoltirrit any of'he terms of the Agreement•mCudi g mmotl limitation ma<cnahle
performance of WSAgmerrcN and mall hdd CFS harmlesshim damages if Nr arty re•nsm end Eruxxronn
nt is 'drrv.rve 'ns and exe,•- nt anuneys and coaecoam agrl—s mV-a rot qu s b ght it CFS NxAd bong noun action
as ordered,d the Equipment 6 u1salsfaclel or,L CFS dhxs will �iP m,s Agntvm+nl Customer x;mes anal anti,pUy n {,;,e „
civ „y+ee'ha:aRorw:y'b tees equal btwenty-:rce,k*rcenl{25%)of r`"touci arnxlni sough by Ci S she'•>n
dolnery of the Ea,,phone.hag nit alleo tee,a'Arty or tis!,Arwr
rcemt -
8 LOCATION LIENS,NAMES.OFFICES;„s+nmer sha;eoi move he Eq-,F--ot from m,e vraNm w?ct!vi herr-Y-111 18 ASSIGNMENT CUSTOMER SHALL NOT ASSIGN OR P,EOGE THIS AGREEMENT;N WHOLE OH IN PART,NOR
will the prior written consent of LFS Cushxner shag kern ma Eq-"o—1 l•ee a17 near of all clams and I-ðer than SHALL CUSTOMER SUBLET OR LEND ANY EQUIPMENT WIthOUT PRK)R WR'TTEN CONSENT Of C.rS CFS r:ay
those m favorol GFS Cuslie:or's lagdt name las sol fort,r, ciceuments taco sunt:me ax+apr vtc govemmao:a jenge o,amostef this Agreerr—L Cusbmer agrees mat if CFS talsfers the Agreement the asvgnee wit have the same
office a agevcy)s as set forth,heren The vn*dCen of organaa9m aria cher exexvt,re&I".ada:.ss a Cushxrwr are as og"ts and b;r,erra that CFS has rrnr and will one h:,e z Nile n any M CFS'oblgaMms*hrh CFS Or is desgnees sh,.h
sol forth heron Customer shall provide CFS with wrrien+wjxte at hast maty 130)days pror In any rrasra of ns kcal nerve ,rimue to perorn C,istomef agrees that the nghts at the assignee wit rid be subject in amy caum defenses dr sel 04S
chef exer:ave office address or ns tem olorgenzabgn(mcvdng wdhow tmiraoon ns pusd,cton of ogancahonl and shad ti'at Coslorner may nave aiganu CFS U CuStNYer,S given notice Of any Bach:rans!el,Custme,agrees d so atected
execute and definer to CFS such documents as required or appioprute •bere,a,to pay tract y to taw assgnee at or any,pan of the arnaams payable hereror er
9 WARRANTY OF BUSINESS PURPOSE,USE,PERSONAL PROPERTY,FINANCING STATEMENTS Crstome, 19 RENEWAL,RETURN TthS AgWn*nl%Irl aulOnont t,renew On a mono,to-mantis base,at the same Payment
represents and warrants tail Itte Equ,pmend wi'not be used for personal,famiy,at househt&d WrDOS-,S Customer shall amount and y( ) Ys y
comply with at laws and regulations relating to me use ami mamferance of the Equipment Custamer Shall pit the Equipment hequten oro V Customer,at Mast sal,want
da beton the crit all the at fl a gd teem or at renewal bine,
sands la CPS written tette Glial Customer does rpt want to ien.av Urs Aghecment and at the erd'rf such term mains.V e
only to the use centempbted by the manufacturer.The Equipment steal remsm personal pr"cegarmss of whether It Equipment as privu5ed ti"to,Urress this Agreement autcon itxally renews ix Custtxne,Pulc'vnves the Equtpearu as
becomes of ted to real property or permanency tests upon any real pcpet;y a any improvement to teal property,Customer pravded m tics AgirOmenL Customer sfma at the IMm,rmtxJn oy ma Agreeahent,return the En lVirmI at rts sole cost and
autnon:es CF5(and any third patty Shag service cesgivi by CFS)to eu.'<silo and file(a)financing statements erner•carg expense,n good operabrg condom odnary wear and tear resutn9 from proper t se excepted ta a kxahon soeahad by
the Interest of CFS In the Equipment(including ams containing a broader dawnptarn of the Egarpment than the description CFS CFS may charge Customer a return fee equal to tlel greater o!one Paymenl orS253 for Ne pocossng of mhl
set forth haven),(b)xnlruahoo statements in rasped thereof,and(c)amendments thereto,and Customer,rrevtacady Equipment If Lor any reasm Customer shah bit to return the Equr<•a+senl to CFS as prwded tenon,C-h:stromer shah pay to
wanes any ngM tenothie tnereof CFS open demand one tiling period's Payment fa each biting perod or portion thermf that such return is delayed Cu;tome,
10 INDEMNITY Servicing Oealer is responsible for installation of me Equipment Customer shag remlxnse CFS fa and shad reimburse CFS for any rusts mcurred by CFS to plane The Eq:.ip+t+ent r good operating or r dam
defend CFS against any ciavn IN losses at nvry caused by the Equipment This Section shag wrvxe tem ration of the 20 PURCHASE OPTION Customer may,at any lime,upon Bury,(60)days unit' +ble written notice DufchRsc at foul,aot
Agreement less than all tae Equ+'pmenl at at price equal to the sum of(d at mmill Payments,pAbs CFl the Far Market Vak1e,pfist(••I
0 11 MAINTENANCE*The cbarges established Of ths'Agreement nU;+e payments for services and Sjpptrs,and Servicer any applicable taxes,expenses,charges,and fees For prperses of the Agreeirnent'Fax Market Value'shall be CFS miab
Prouder is responsible for povdaq the services and supplies descrun,d n Service ani Suppves Included above n price at the tune Customer ruin's CFS of is wool to purchase the Equipment Upon proper notice and payment by Cuatoma,
ac+.andanca with Service Provider s terms and conatons,of which,Customer acknowledges receipt.Unless otherwise of the amounts spoofed above CFS shalltransfer the Ec6larnenl to Customer'AS•IS WHEREdS'without any mprasertetnn
hdhcaled ort page t a Schedule A.Customer autbontes Service ProYder to use the kmageWARE Remote feature of the or*entity wtnatsoorer,except ler We.ant Bis Agreement shag temmaa.
Equipment to receive software updates and t-ansard use and se+vcie data accumub'ed by the Equipment over Cuslom ei 21 DATA Customer ac4rawtedges that the tenni drrre(s)on It*Equipment kxtutng attached dcw>ces,may relax,images,
nenwork by means of an HTTPS protocol a,hd to store,analyze and use such data la purposes related to servicing the content or other data that Customer may store for purposes d normal operation of the Equipment('Data')Customer
Equipment and proNact mRrwement Congener adabwiedges that the dtamues sof forth on pop 1 arid Schedule A are acknowledges that CFS is not staring Data on behalf of Customer,and that exposure of access to the Data by Servs
contingent on the continued ase of,magaiNARE Remote dumg the arm If Customer at any time dsconeeds,drables or Provider air CFS,if any,s purey modenbl to the servos performed by Sense Provide and CFS Neither Server P"iie,
deny c zrxess to Ino,(datum Service Pro riJer may increase me charges for such gems by five percent($Y.)to,any nor CFS nor any of thnr affiliates has an Obligation to erase:cur owerwrdu Data"m Crstomer's iemm a1 the Equ.mert in
subsequent o4ing KmA in which nth feature remams moth-opemtnnal It Service Prowler does eal rencrre In*
tracings from Cistonner,Customer.shatl pay invoices that tegreed3 Service Provider's estanhtes of meter iex'sigs Service GFS Customer hs clary res{>unva�for(Ae iS rnm;aaan.:a w,rtn apFlrab:law and tw}nt nr,,:=em+•r Data
to ear
Provide,a CFS may went'the accuracy or arty meter readings from tit to trmc anA nvoice Customer f,,r any shortfall n tie ptw act storage_security L,6,baa ant potcclxn and IS`ori Mc:.xa++s rola+amt b fr:tu-,a:r h:<rrw:+4rg Uata Wntvh„t`nt^r q
next nw7ur Customer shat use reasmatS:care n handing and Wer0bo'of t'ie Eouyinerel Servzr P•nrarr shill have:r+r• the terege+g I aptvrmba,C:.s:ooe,s+iarid I,)enable t-Hard Os:D,rvr,HD,Jrata res;; mal es,s10,1-3m
light tc wbsm to equrvalem Elr,ion enh at any y-ve dormg the term 11 itis Arreement Cusavreu acir,on'Ldges ntLm CFS.0 nears,a-"eta.LCug—.ol aero,til pin,fo,ehm a oto r•1n,m vvn M th•N Eauthme,t_:tae to HDO in,crxn,xrjc ei
' not De resnms,pte for any se,te cps.,or an'ewnce W time Ee..4r,ent«redia I.—Ced nn-tis;.Agnttirment or n an) lomah,rg h.nc'1,,wt,rn nay tw mlc-,d to u'Lilla ed A)Oxt.,o>I res'A,rrrn',,is k Fine Low.rrvK Its;cram,a
other 39"euem txrtween Sera;Pro'ser.h.d Chskx%r a•vl•1.1 d C--rias a d,g le rr-lardn;':,e Ega,pnent er tie :t Mu tver,•n,e or Dain a+Ousto+m'rias ngrnr ser;r^r-eq memrnts Custorrne^ay pu-:.nese.1—on Came Saar r at
manjenaoK t•ereof C.,sk mer snot xrlmx a rev zt rnanp•s d z.",,ms.:w^v:nirni wrstn.•j cue•°.rttahcl o,w,1» 41 v; ;m,mevn rales,an apfrm{rutr ai:m Lor hie Eeuvrera whys may.,ou:a tor)an HDD Data EnrsPLO.k-tVfOo finch
any a.nounts tSqu_s nhxmatwn Galore it 6-lien Muse hard dine usmy unyatrnm*Lrnhms,(be an NCD Data Erase Wt mat can
12 TAXES,OTHER FEES AND CHARGES CUSTOMER SHALL PAY AND DISCHARGE NHEN DUE ALL LICENSE AND tl,rrcxm up too Spas averwrm of On,{tor E W,tv+,^m ins wnnanrg axle erase tunrrxra'Nns a sraodari fa snore a k;a
REGISTRATION FEES,A.SSESSk1ENTS.SALES USE PROPERTY ANVOTHER IAXFS MND 071,ER EXPENSFS AND —acemen para dove(n.t'o'te.'ase Cusirrne stousd pvcperly ,destroy me,epllwd lard dnic)Customer vet mdemmry
CHANGES logemer with air agu cZOO penaries rimiuLe aoo admmcimurm hies nvuw or at any tore miaowed Lipa,any Serve..Pmvdw CFS,Ce,r sU:s,drxrrM dvectrvs,office's emp'oy,s*s ON zigants from arvt.gamsi airy and at otosts
Equipment,the Payments w Customer's performarpx a nim-perftxma ars of its cbfgations hemjode,etwther payable by at expenses,hatufines dams carriages kisses,judgments air lees tinchidaq reasonabrr adumeys lees)alerog a mareJ to
assessed fa CFS or Customer It Customer Nis to pay any such fees•assessments.taxes expenses o,charges as required the storage,harsmc svn of desaucWn of The Data Tis secYmn sewies+rrormar em Or exOvahon or this Agreement The '
hereunder,CFS shag nave the night but Twat the obfx},bon to pay those fees,assessmenh-taxes,expenses and charges,and -ems of this secaah shelf sciety gavom as to Data notwieasc+ndi g Vat any prv+evons at this Agreement or any sepaia'e
Customer shad prorpty,Humbtrse CFS upon demand,for at sudi payments made plus admincstratna fees and costs,d any conhdenhattty a data securap or Otter agreement now or hereafter entered nen berweem Cuskuret,Secvee Provider anre CFS
Customer aciciewicill that where required by taw,CFS wig fie any notices and pay personal property taxes tatted on the applies or could be construed to appy to Data
Equipment Costal shat reimburse CFS for the expense of Suet,personal popery taxes as mvo;wd by CFS and pay CFS 22 CIAXIMUM INTEREST,RECHARACTEFUM AGREEMENT No Payment r.intended w excxed the maxim'.-amxmt N
a pcocessug fee not in exceed$50 per yea.,per tem of Equipment that s sealed to such GrL Customer arm that CFS has .rb;rest pemhted b be charged Or cotk•eied by appfxarbla taws,and any u nh enx•ss PorisreM woe be applied to my.et"
not aid w?t not render tax advice to Customer,and that payment at such taxes is an admin:,vahme ad ON THE DATE OF due under this Agreement n immuse ondor W matunty,are trrealtof stint be refenv3sd If us Agreement is redwrecter vdi
HfE FIRST SCHEDULED PAYMENT AND THE DATE OF T>E FIRST SCHEDULED PAYMENT AFTER THE ADDITION OF as a rondrtgnal sob cur ban,CusUamer homby grants W LF"S,xs sucrssors,aof as:atms a urrnry hell+est m me Egl,V--,nl
ANY EQUIPMENT,CUSTOMER SHALL PAY TO CFS A DQCUMENTn,ON FEE,IN THE AMOUNT OF SBS,TO to secure payment ant ourramost,of Customer's obfgatsains unre Itis Agreememl.
REIMBURSE CFS FOR ITS ADMINISTRATIVE AND RECORDING COSTS
fa INSURANCE'Customer,at rs sole cost am expense shah,during the tom hereof-"ring at renewals and extensions 23 UCC-ARTICLE 2A,WANER OF OFFSET(a)RMTHIAGREEMENT IS INTENDED A$A AND
CF I LE ENTITLED
AS THA'
octan,mamram and pay for(a)insurance against the Loss,well,or damage to Lie Equ,pnheal for the full replacement value TERM IS DEFINED IN ARTICLE 2A TE THE UNIFORM COMMERCE.CODE("UCC EAS AND CFS IS ENTITLED TQ ALL
thereof and(b)mmprehensrw pubic liability and property damage insurance All such nwmnce shall ptrnede for a deductible RIGHTSBENEFITS PRIVILEGES AND PROTECTIONS OF A LESSOR UNDER A FINANCE LEASE CUSTOMER WAIVES ITS
pi
not exceeding 55,000 and be n loco and amount and win companies Satsfactory'to CFS Each insurer providing such RIGHTS en a LESSEE UNDER UCC 2A SECTIONS So11,25 {b)n to Emnpram is such
p,apx'+y'nsaeed rices nor oper.+te
,nwmnce shat name CFS as addtoanaf xuvred and toss payee and provide CFS maty(30)days'mien mom before the de represented fa Curerwarraased,o s wariesta any
a fo airy realm.dustier std make such reran st a y aayme is r oem,
Doty m question shall be materially Offered or candxied Customer shat pay the foramina for such onsuraece,dial be dearer,air manufacturer this Customer wariest any and is existingpem and tutus dams and offsets against changes
Payments or other
respons8ss for at deduchbe poruons dberoof and shat deliver cemficates or other evidence or insurarce m CFS The charges due under ms agreement and Cirsic denaroagrees a pay sudh Payments and other doarges rmgaddpss o!airy
proc>eds of such Insurance,at the optrvn OF CFS,shat be applied Iia(a)replace o nepait and EfN-Wment-w jb)pay CFS the 24 offset o dam which maybe assured V Customer or on A behest! h
-Remai^.ng Rental Baanco;which shalt tin the sum of(i)all amounts then owed by Customer b CFS under tins Agreement- D GOVERNING LAW;VENUE; D INTO
OF JURY TRIAL.THIS AGREEMENT SHALL FOR ALL PURPOSES BE
hills(k)the present"Lie of alt remain ng Payments tip me lug tem of ms Agreement,r0i.1(if)the Fau Market Value of the DEEMED A CONTRACT ENTERED INTO iN THE STATE OF NEW JERSEY THE RIGHTS OF THE PARTIES LINDEN THIS
Equipment(as defied heenl. (N}any applicable lazes expensats,charges and fees For purposesof tletemimng AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REFERENCE it)
Equip-valva defin ensemm).pMl Payme p shat be dscpexpe at s.grich percent(3%)per year Customer hereby appoints CONFLICT OF LAW PRINCIPLES ANY ACTION BETWEEN CUSTOMER AND CFS SPALL BE BROUGHT W ANY STATE
CFS
present
Cusdpanderaees gnome en tact to tease dam for thried ce rt of,and oxidate arid Custom r documents OR FEDERAL COURT LOCATED IN THE COUNTY OF CAMDEN OR BURLINGTON NEW JERSEY,OR AT CFS'SOLE
checks,a drafts for any foss o datnag under nder any Sao ul umnce policy.N wrtMn len(TO)days after CFS requirst,CuVoom, O''Tt0',',IN THE STATE WHERE CUSTOMER OR THE EOt.faMENT S LSX--ATED CUSTOMER,BY ITS EXECtlT:O"+
Pais to de,wer salestaclory,evdencv of such msaance to CFS atoll CFS sha7 fnave roe ht tmrl ria me cin ,inn fo Dolan AND DELIVERY HEREOF IRREVOCABLY WAIVES OBJECTIONS TO THE JURISDICTION OF SUCH COUNTS AND
nwmrce'O'ennq CFS'interests-the Equpooru,ant add tie crista oferr rn ant runtan sac rs,;m ice art:do 08JECTIONS TO VENUE AND CONVENIENCE OF FORUM CUSTOMER BY ITS FXECUT ON AND DELIVERY HEREOF,
AND CFS,BY ITS ACCEPTA'.CE HEREOF HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN A Nv
on Olnie trreghcmTrectee to the amounts dart firm,Customer vuder Liss Agmement LFS arid any of rts atNsatgs may make a prommSUCH PROCEEDINGS
on mx,g.
11.LOSS,DAMAGE,Customer assumes aid shall Leat The enwe os,f rf lass,tis•fl Of d dallOW to c"a EGuunx>nt fn>nh,ni 25 MISCELLANEOUS Nt nel..a^,requxed n,t>emjaa ri Lnd.c e:s>.grmmrm sfaR txa s:,e+c;ent n delNeme per: aur,wnh ,
caase tsha'soeve+ettodrw upon deLvL•n to Cdstnmer NO surh lass Nett,X damage s;,a:TU:_re L.aSlgm,e"dl any oa faCair iC o,other ek-a m¢,tansm;,s. or mailed to s.,•.h party at the address set tr,tt n rocs Agolvement-'x at<n'.
oWgaten under this A.gmemcnt In W evert 0 damage to any Equvfl-t,Customer Shan vmmedkane'y eaa:such damage "Trier amo ss as such Pr t may dasgrale- tang tram Lok to time Any nonce from CFS to Cusbsmev shag be effocuve
ah Customer s expense if am Eeupmera s,ost stolen o damaged beyond repay Customer,i me Option of CFS,vel tat ihreee i31 days ai'er,t hoc hien de,o<Aod;nmai duwy aodres.<ed All such.OhmOs M CFS from Customer shalt be
rephase the same wan iJte eouprtent n a cadhtxs,Y a,xxeplaMa tg CFS ant cpnvay a.a:Imo m s„tai Mu,prre,tt;n CFS(and etechm alter I ecus ween receive:wa U S Mav express oe+nery,facsunae or oder etertramc transmission 11 Vim s-,'d
such egwamen'Wil oe^..a'me'Equ,Went aria 5e subject to the leets of his Agreement)a(b pay CFS the Rena-nip tie more man One party e,ecvnng this Agreement as Customer all abrgauens to tae peflarmnd ay Customer shall or,time,amt
Renk!Baanco Upon CFS'noolupl of the Rema n,ng Rental Balance CF5 s:a'1 vanster ftp apptx.Lola Equpmnnt M amd several 100iay of all such parties Customer's m mwiltatiNis wananhes and sovenants order this Agreement sraf
Luslomer'AS 1S,WHERE IS'without any representation at warranty whatsoever,except for title,and cors Agreement sha;i sumve ma delivery and,.turn of the Equipment Any proviss,on of this Agreement that may Ga delemmed by Mmpotert
terminate with respect to such Equipment aut”to tie proboted or unenlofceable m any)ul-5,110)(n shall,as b such;;iosdchon be imeffeatve b I,'e extent Of such
15 DEFAULT Any of the following events or cxx:ddwns shall coostnote an'Evdnn of Delatdt'pridei,til Artini mans(a) proh llgion or unenfia((ceatrigy w.itwu-mval,datng the remam,og ptowsinns d fits Agreement No such pohfm,tx:n a
Customer defaults m the payment when due at any adebtedness of Customer to CFS,whether or flat arshng under miss entnto,ceabaM m ady lunsecten shag mvalklate Of renter unenforceable slush prom";u any otherjunsdhclion Customer
Agreement,without notice or demand by CFS,(b)Customer or any guarantor of Customer's obligations hereunder agrees that CFS may used missing information or corned other information on this Agreement mdudng the Equ,amcn%
('Guarantor')ceases doing busmoss as a going concent,(c)Customer at any Guannuor becomes insolvent ormakes an desorption,sepal m.mte%and location,and collodions to Customer's legal name,otherwise,this Agreement cootai,,s tie
assgnmem for the Ceneft of aedifors,id],a petition of proceedmg is tied by or against Customer orany Guarantor under any entire arrangement between Customer and US and rb rmoddcauuns of this Agreement shag be effective unless m whinq
bankruptcy o•nsolvency law,(e)a recerref,trustee,conservator,or liquldanor is appointed for Custom"any Guarantor,or and signed by the partes Customer agrees that CFS may accept a facsimile o other elecUonc transmission of this
any at Thor property,(i)any statement representation or warranty made by Castomerot any Guarantor ha CFS s iconect m Agreement or any Acceptance Certificate as an ongahal,and trial hiCShn,te a efWos1c3ty rransmnted copes of Cu;larer`S
any material respect or(g)Customer or ant Guarantor who is a natural person dies signature will be tmatIN as an onglnal for all purposes
18 REMEDIES Upon the happening of any one or mom Events N DeNell.CFS shall have the right to exercise any one or all
of the fol'owmg remedies(which shall be cumulative),srnullandcusly cur wralty and 1n any order(al W mitu,m Customer to
CFS-1079(03(18) Page 2 of 2
.
-
Canon Financial
^nancUa8 Services, Inc.
Addendum to Agreement
-
for Ap�licat^on # 1619083
VYHEREAS, Canon Fmmnc/u| 3enioeu. Inc. ("CFS") and Southold New York, Town nf(^Cuehxmo/')have
determined that dm for their mutual benefit to enter into this Addendum ("Addendum")to the Lease
Agreement(whether designated o Lease, Ranbe|Agreement, Master Lease, or otherwise) ("Agreement")
for the lease orrental ofcertain equipment(^Equ/pmonC').
NOW, THEREFORE, for good and valuable onnmderaUon, intending to be legally buund, the part/as
hereto hereby agree asfollows:
Capitalized terms used herein but not otherwise defined herein shall have the respective meanings given
tosuch terms mthe Agreement. |tmexpressly agreed bythe parties that this Addendum issupplemental
' tothe Agreement and that the provisions thereof, unless specifically modified h-brein, shall remain in full
force and effect and shall apply to this Addendum as though they were expressly set forth herein
'
In the event of any conflict or inconsistency between the provisions of this Addendum and any provisions
' ofthe Agreement, the provisions of this Addendum shall mall respect govern and control
The terms and conditions paragraph(s)in the Agreement(CFS-1079 03/18)are changed as follow's
3. PAYMENTS: Paragraph 3 is amended by deleting the fourth and fifth sentences in their entirety and
replacing them with the following "During the initial term the Monthly Base Charge and Per Image
Charge will be fixed, however during any renewal period the Monthly Base Charge and per Image
Charges are subject to increase pursuant to Service Provider's terms and conditions"
iO. INDEMNITY: Paragraph 10 /s amended by deleting the second sentence in its entirety and replacing '
it with the following. 'CFS is not responsible for any losses or injuries caused by the installation, removal
nruse ofthe Equipment except those due toCFS'gross negligence Customer agrees h»reimburse CFS
for and defend CFS against any claims for losses or injuries(including aftorneys'fees and costs)caused
bythe Equipment^
17. LATE CHARGES; EXPENSES OF ENFORCEMENT: Paragraph 17 is amended bydeleting the first
two sentences mtheir entirety Customer will belate charge exempt
Customer agrees that CFS may accept a 8uux/mUe copy of this Addendum as an original, and that such
facsimile copy will be treated as an original for all purposes THIS ADDENDUM SHALL BE EFFECTIVE
WHEN IT HAS BEEN SIGNED BY CUSTOMER AND ACCEPTED BY CFS
CANON FINANCIAL SERVICES,INC. (`CFS) Municipal Fiscal Funding Addendum
Remittance Address 14904 Collections Center Dr r—
Chicago,Illinois 60693 800-220-0200 I CFS'Application Number
--1
CFS'Agreement Number
LA�ement Date __ _j
GOVERNMENTAL ENTITY
Complete Legal Name
Southold New York, Town of ("Customer")
THIS MUNICIPAL FISCAL FUNDING ADDENDUM ("ADDENDUM") WILL BE OF NO FORCE'OR EFFECT
IF THE CUSTOMER IS NOT A STATE OR A POLITICAL SUBDIVISION OF A STATE WITHIN THE
MEANING OF SECTION 103(C) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
Customer warrants that it has funds available to pay Payments payable pursuant to the agreement (whether
designated a lease, rental, master lease, or otherwise, together with any schedules, the "Agreement") until
the end of its current appropriation period and warrants that it presently intends to make Payments in each
appropriation period from now until the end of this Agreement The officer of Customer responsible for
preparation of Customer's annual budget shall request from Its legislative body or funding authority funds to
be paid to CFS under this Agreement. If notwithstanding the making in good faith of such request in
accordance with appropriate procedures and with the exercise of reasonable care and diligence, such
•- legislative body or funding authority does not appropriate funds to be paid to CFS for the Equipment,
Customer may, upon prior written notice to CFS, effective upon the exhaustion of the funding authorized for
the then current appropriation period, return the Equipment to CFS, at Customer's expense and in
accordance with this Agreement, and thereupon, Customer shall be released of its obligation to make
Payments to CFS due thereafter, provided: (1) the Equipment is returned to CFS as provided for in the
Agreement; (2)the above described notice states the failure of the legislative body or funding authority to
appropriate the necessary funds as the reason for cancellation; and (3) such notice is accompanied by
payment of all amounts then due to CFS under the Agreement. In the event Customer returns the
Equipment pursuant to the terms of this Agreement, CFS shall retain all,sums paid by Customer.
Customer's Payment obligations under this Agreement in any fiscal year shall constitute a current expense
of Customer for such fiscal year, and shall not constitute indebtedness or a multiple fiscal year obligation of
Customer under Customer's state constitution, state law or home rule charter. Nothing In this Agreement
shall constitute a pledge by Customer of any taxes or other monies, other than as appropriated for a
specific fiscal year for this Agreement and the Equipment.
The undersigned represents and warrants to CFS that all action required to authorize the execution and
delivery of this Addendum on behalf of the above referenced Customer by the following signatory has been
duly taken and remains in full force and effect Customer agrees that CFS may accept a facsimile or other
electronic transmission of this Addendum as an original, and that facsimile or electronically transmitted
copies of Customer's signature will be treated as an original for all purposes.
)
ACCEPTED
Canon Financial Services, Inc Custt
By By
Title Printed Name
�J
Date Title gj�✓ r
CFS-2020(04116)
SUBSCRIPTION SUPPORT SERVICES AGREEMENT
CANON SOLUTIONS AMERICA
Canon Solutions America,Inc.("CSA')
One Canon Park,Melville,NY 11747
(800)613-2228 Linda C Lehman 11 14 2019
Salesperson 1 Analyst— Order Date / _I
Customer Account 1047792 Related Agreement#(if applicable). S1033$33— �- 7
Company SOUTHOLD,TOWN OF Agreement Term ❑ Months(max 12 months) ;
Address 53095 MAIN RD Justice Dept ® Lease Term
City- SOUTHOLD Payment Terns. C] Net 30
State NY ZIP 11971-4642 Phone# 631 765 1891 ® Bili with my CFS Lease Payment
❑ Credit Card
Contact Lloyd Reisenberg Fax# Requires submission of secure credit card authorization_form_
Email Iloydr@southoldtownny gov Customer P 0 Number
Ordered Qty Item Code Description — —i Price Extended Pnce�
1' 2807V116 i SUBSCRIPTION SUPPORT SERVICES 6 UNIT BLOCK j Included Included
i
Total
Saies Tax
Total Due
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 Subscnption Support Services specified
above("Umts")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 descnption of the scope of work to be performed Services will be
provided during CSA's local regular business hours(8 30 A M-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 En agement
National Consulting and Support ("NCS")Engineers 4 8_
Production Analyst 4 8
Project Management Specialist 4 4
Software Development Specialist 4 4
Local Systems Analyst 3 1
Local Systems Engineer _3 [Ell Solutions Support Center Agent 3 —
Product Trainer 2
Subject to Course minimum requirements if applicable
(continued on page 2)
BY THE SIGNATURE OF YOUR AUIHORIZEO JIGNATORYBELOW, YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT, CONSISTING OF 2
PAGES,AND YOU AGREE TO PURCHASE TH ]UANTITY OF UNITS SPE-FIED ABOVE,ON THE TERMS AND CONDITIONS ABOVE AND AS CONTINUED ON
PAGE 2 HEREOF_
Customer's Authonzed Signaturk
Pnnted Nan e�' (�'4�A^ —..__. Title_ �/v� Date
SER-025 March-2018 CSA Page 1 of 2
TERMS AND CONDITIONS,
(continued from page 1)
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 t
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 CSR's then prevailing rates same are due and payable under this Agreement,(or Linder the CFS lease,
5. Performance of Services Services may be performed by if the Units have been financed there Linder), or if you or GSA fads 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-
peirnission 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 except such representations as are specifically set forth herein No
e egtre}tet modification,amendment,addendum to or waiver of this Agreement shalt
F be binding upon the parties hereto unless made in writing and duly signed
by both parties Any purchase order utilized by you shall be for your
administrative convenience only,and any terns therein which conflict with.
(b) If the "Finance through my CFS Lease" op�ion 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 chis 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 Ir 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 NOT ARISING
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(I)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
Efe
N+
CANON 5CILUTK7NSAMERICA "itASE UPGRADE,TRADE-IN, RETURN OR BUY-OUT
Canon Solutions America.Inc ("GSA') REIMBURSEMENT ADDENDUM TO AGREEMENT#
One Canon Park,Melville,NY 11747 _ S1033833 01 (the"AGREEMENT")
�0 613-2228 - -
.,1, Page 1 of
.Custorner.(','You"-y r' Customer Account 1047792 Bity-out Reimbursement
Company SOUTHOLD TOWN OF
i S to be paid under the circumstances described in
Address 53095 MAIN RD i Section 1 below
City SOUTHOLD County SUFFOLK i Payable to ❑ You ❑ Canon Financial Services, Inc
State NY Zip 11971 4642 Phone# 631 765 1891
Reason for check issuance
Email Iloydr@southoldtownny gov
Lease Upgrade or-Buy-out AcknotniledgerTlenC r
If this transaction includes a lease upgrade or buy-out to be paid upon delivery and List the leasing company and lease number associated with any lease upgrade or buy-out
acceptance of the Equipment listed on the Agreement, select one of the following
❑ Not Applicable -Ledsing:compafiy Name" =lease Nurrtber '
❑ You will return the equipment to the leasing company according to the terms and CFS 001-0545927-014
conditions of your lease agreement
0 CSA will return the equipment to the leasing company per Section 2 Delow
❑ You will retain the equipment
If so,will the equipment remain under a CSA Maintenance AgreemenO
Yes ❑ If yes,under an-Existing Contract ❑ or New Contract❑ No❑
❑ CSA will pick up the equipment for Trade In
Return Authorizafion''� -
Please select one: Pick-Up Information:
71 Trade-In Y Same Date as Delivery of Listed Items specified on the Agreement
Please note mat any rpp;�ca510 Lade--n cieoii,s,eRCUed,n the(x T,od,c lease
payments or purlhase pnce as�.peClhed m in(-Agreement �„ ) Other Specified Date
Eowornem Conodion '_}Good working Conation L_1 As❑Lundttron (but no longer than 30 days after delivery of Listed items under Agreement)
C Return Equipment to selected Leasing Company Contact Name Phone
✓i Canon Financial Services E-Mail i
�i Retum Equipment to CSA Original Order Date
Special Removal Instructions. -J
'Return;, item:,,= -; Meter; ,,Equipfnent location„if Contact Name•& ,., Aft.Pick
_Code•, Code`, D`escei`tion: ' "',Ser*6I*=:s eadin' clifferent-tharribove_ Phone :'Email U Date'
53095 MAIN RD Justice Dept Lloyd Reisenberg
UGTR 59898002 IRADV6255 NMU23158 295000 SOUTHOLD NY 11971.4642 631 7551891 iiaydt@southoidtownny gov
Return Codes Trade-In TRD Return to CFS R-CFS Return to CSA R-CSA
You have agreed to acquire from CSA certain Listed Items pursuant to the Agreement By your signature below,you agree to supplement the terms of the Agreement as follows,
1 If Buy Out Reimbursement is selected The Buy-Out Reimbursement indicated above will be paid directly to the designated party by CSA upon installation and testing of the Listed Items and payment
to CSA(by you or by the Leasing Company)of the purchase price for the Listed Items The Buy-Out Reimbursement will be paid for the sole purpose of reimbursement of early termination charges or fees
and associated expenses payable for(a)early termination of the lease of the Trade-in or Return Equipment or for other equipment being replaced by the Listed Items under the Agreement,(b)refinancing
the lease of other equipment or(c)preparation of the site for installation of Listed Items You acknowledge and agree that CSA's financial obligation is limited to the Buy Out Reimbursement emount,and
that you are responsible for any other obligations,including any charges which are not covered by the Buy-Out Reimbursement
2 If Trade-in Equipment or Return to Leasing Company is selected:You hereby authorize CSA to pick up the Trade-in or Return Equipment listed above You agree to pay CSA's removal charges if
on the date specified aoove,the Trade-in or Return Equipment is unavailable for pickup and removal through no fault of CSA Trade-in Equipment shaii be conveyed to CSA,and(a)you represent that CSA
will receive good and marketable title to each unit of Trade-.n Equipment free and clear of any and all Lens and leasehold nterests (b)you warrant that the Trade-in Equipment will be delivered to CSA
(unless specified above that the trade-m,s on an'As is'bass)in good working condition reasonable wear and leer excepted,and(c)you shall make the Trade-in Equipment available for pickup by CSA
on the relevant date specified above if you breach or fail to comply with any of the foregoing,CSA may,w.ihout l mdvlg its oche,,emedies under apphcab'e law,return the Trade-in Equipment to you(at
your expense both for the return and the original pickup)and rescind,or require you to refund to CSA,promptly upon receipt of CSA s invoice,the full amount of any trade-in credit reflected in the Agreement
(which amount shall equal the fair market value of such Trade-in Equipment,as deter•,nireid oy CSA) Return Equipment shall be shipped to the Leasing Company specified above,and CSA's sole obligation
is to use commercially reasonable efforts to pick-up and remove the Return Equipment and to arrange,on your behalf and at CSA's expense and risk(but only to the extent of obvious damage in transit),
for the shipment of the Return Equipment to the Leasing Company You acknowledge that additional charges for supplies,media,excess usage,etc,viii be invoiced to you,and you shall be responsible
for all invoices due and owing up to and including the date such Trade-in equipment or Return Equipment is received by CSA
3. DATA.You acknowledge that the hard dnve(s)on the Equipment,including attached devices,may retain images,content or other data that you may store for purposes of normal operation Of the
Equipment(`Data') You acknowledge that CSA is not storing Data on behalf of you and that exposure or access to the Data by CSA,if any,is purely incidental to the services performed by CSA Neither
CSA nor any of their affiliates has an obligation to erase or overwrite Data upon Your return of the Equipment to CSA or any leasing company You are solely responsible for (t)your compliance with
applicable law and legal requirements pertaining to data privacy,storage,secunty,retention and protection,and(it)all decisions related to erasing or overwriting Data The terms of this section shall solely
govern as to Data,notwithstanding that any provisions of this Agreement or any separate confidentiality or data security or other agreement now or hereafter entered into between you and CSA could De
construed to apply to Data
THIS ADDENDUM SHALL BECOME EFFECTIVE AT HE SAME TIME AS THE AGR MENT BECOME EFFECTIVE IN ACCORDANCE WITH THE TERMS THEREOF EXCEPT AS
SUPPLEMENTED HEREBY TH EEMENT SH REMAIN U} ANGED ULL FORCE AND EFFECT
Customers Authorized uted Sig
Printed Na Date
SLS-0046 AD 19 CSA
ACQUISITIOWAGREEM ENT LEASE OR PURCHASE
'Nationai (PA*
CANON SOLUTIONS AMERICA S-1 011383.01
Canon Solutions America,Inc CCSA")
One Canon Park,Melville,NY 11747
(800)613-2228 Salesperson Linda C Lehmar Order Date: 10 1 2 1 2019
co -7cu15
stonier Account-1047792 ;,S� T&. Customer Account i047792
Company: SOUTHOLD,TOWN OF Company. SOUTHOLD,TOWN OF
Aadress: 53095.MAIN RD Address 54375 RTE 25,Town Hall Annex
City. SOUTHOLD I County:SUFFOLK city, SOUTHOLD County. SUFFOLK
State: NY ZIP 11971-4642 Phone#. 516.765,1891 State NY ZIP. 11971-4642 Phone#: 516.765,1891
Contact. I-Loyd Retsenberg Fax# Contact. I-Loyd Reiseriberg Fax#.
I Errall Iloydr@southoldtownny.gov Email: lloydr@southoldtownny.gov
You agree to lease the items listed below or in any addendum(s)to this Agreement from the Leasing Company identified below,at the fixed periodic
lease payments indicated below or in any addendum(s)to this Agreement and for the fixed term specified in the lease agreement,betwe6n you and
the Leasing Company Delivery to you of tree items specified is contingent on you signing a lease agreement with the Leasing Company
Canon Financial Services,Inc. ❑ Other (NameofLeasing Company):
F-1 You agree to purcha(se the items listed below or in any addendum(s)to this Agreement,for the purchase price specified,
The 'bill to"for the items listed is the Leasing Company or you,depending on which box is checked above.
PLEASE PRINT
Perio is Cease
(tem
Unit Price Payment or,
"Oroduict Des;ci pfi6n, ;lty"
-Code,
,7
chase{?rice
13325CO01 IMAGERUNNER ADVANCE-4,9451 ill 1 17250
14190002 CASSETTE FEEDING UNIT-ANI 1 Included'
1423CO02 INNER FINISHER-J1 1, Included
0166CO07 SUPER G3 FAX BOARD-AS2 1 Included
1972VO64 ESP NEXT GEN PCS POWER FILTER(120V,15A) XG-PCS-15D 1 Included
2368V120 MID VOLUME CONNECTIVITY 30+PPM UP TO 79PPM 1 .included
3537V007 IMAGERUNNER ADV 425114245,455111-45461 INSTALL PAK 1 Included
1618V190 IR ADVANCE IMPLEMENTATION SERVICES BY LOCAL SYSTEMS ANALYST —1 Included
This transaction shalt be governed in all respects by the Terms and conditions of contract#Fl-R-0251-18 dated 10-1-2018 between Canon I
Solutions America,Inc.and DuPage County and any terms and conditions which conflict with orvary from the contract terms shall be
deemed null and void.
Other'Reqtilflrementi; Subtotal Brom 000
Supplemental Addendum
El Check with Order Check# P.O.Required Subtotal 17250
❑❑
Net 30 P.C` # Deliverylinstall 0.00
Lease ❑ Tax Exempt Sales Tax
❑
(Attach Certificate) notal
Other
❑ Credit Card. El Customer D-eclines Deposit 000
Requires submission of secure credit card authorization form Equipment Maintenance Balance Due
S6ippin`g.'1niijr"U',4-o n`
DeIlvery-.idiorn n' 6io ir Ci Contact Information-
Ship Via Name Lloyd Reisenberg Erna-11 lloydr(cD_southoldtownny go% This individual may be contacted for
network connectivity
Hours of Oooration 9-5 i Phone Earliest Date for Delivery. 11 125 12019 516 765.1891
-7 1-11 _ Name I-Loyd Retienberg
Number of Steps 0 i
_Special Delivery/Installation Instructor; Phone 516.765 1891
Elevator Yes C1 N 91 Email floydr@southoldtowriny.g0v
Loading Dock Yes [I No El
BY YOUR SIGNATURE BELOW,YOU AGREE T LEASE PURCHASE,AS SPECIFIED'ABOVE,THE ITEMS LISTED ABOVE OR IN ANY ADDENDUM(S)TO THIS
CO
0,JL
C(
AGREEMENT. YOU ACKNOWLEDGE'RECEIPT OFA 0 OF THIS AGREEMENT,CONSISTING OF TWO PAGES INCLUDING THIS FACE PAGE, THE ADDITIONAL
TERMS AND CONDITIONS ON I F-AQE 2 HEREOF AND I Y ADDEN91JM(S)HERETO ARE:INCORPORATED AND MADE PART OF THIS AGREEMENT
Customer's Aijtho�ed Sign Lure
V
Printed Na,ej
0 Title _;L)a C), Date
F
SLS-004N O4,,W-A'.V,6 CSA
"I ADDENDUM TO ADD ADDITIONAL EQUIPMENT TO
CANON SOLUTIONS AMERICA ACQUISITION AGREEMENT#S1011383 01 (the "Agreement")
Canon Solutions America,Inc.("CSA")
One Canon Park,Melville,NY 11747
(800)613-2228
Salesperson
Linda C Lehman Order Date, 10 2 2019
Customer("you"):
Company,SOUTHOLD,TOWN OF Contact.LLoyd Reisenberg
Address-53095 MAIN RD Phone, 516 765 1891 Fax.
City SOUTHOLD State.NY Zip.11971-4642 E-Mail- Iloydr@southoldtown ny gov
PLEASE PRINT
Oman
Periodic Load
Item Unit Payment/ Ship To location Elev. #of Contact Name-Code " 777
Qty Price Purchase If different than above Dock E-Mail
( ) (y/n) Step (yln) Phone Numtaer
Price
Pre-i 54375 RTE 25,Town Hail Annex _
IntSupplies in machine u 1 Included SOUTHOLD NY 11971-4642
f
Carry forward to Face side of Agreement Subtotal
e
SLS-004A March 2018 CSA
ADDITIONAL TERMS AND CONDITIONS 4-1 _ 11
a .
These are the additional terms and conditions referred to on the face page to which CSA,if any,is pt rely incidental to the services performed by CSA Neither CSA not
they are attached Such face page and addendu^a(s),collectively with these terms and any of!heir affiliates has an obligation to ease c•overwrite Data upon your return of
conditions,the"Agreement" the Equipment to CSA or any leasing company You are solely responsible for (i)your
1 LEASE OR PURCHASE PRiCE AND PAYMENT.You agree to lease or compliance with applicable law and legal regLirements pertaining to data privacy,
purchase the units of equipment and supplies(the Equipment')and licenses of storage security,retert on and protection and(u)all decisions related to erasing or
application software with separate support contracts(tne"Listed Software'and, overwriting Data Without limiting the foregoing,you should,(a)enable the Hard Disk
together with the Equipment,the"Listed Items') in esch case as indicated on the face Drive(HDD)data erase functionality that,s a standard feature on certain Equipment
page hereof or in any addendum(s)hereto (a)if purchasing the Listed Items,the total and/or(b) prior to return or other disposition of the Equipment,utilize the HOD(or
purchase price soec,fied in the Agreement,including sales taxes and comparable)formatting function(which may be referred to as`Initialized All
deivery/installation charges,is due and payable in accordance with the payment Data/Semngs'function)if found on the Equipment to perform a one pass overwrite of
terms of this Agreement (b)If leasing the L.steo Items,CSA shall sell the Listed Items Data or if you have higher security requirements,you may purchase from CSA at
to the Leasing Company subject in all respects to the warranty limitations and current rates an appropriate option for the Equipment,which may include(x)an HDD
disclaimers and limitations cf liability in this Agreement.You shall enter into a tease Data Encryption Kit option wnich disguises information before it is written to the hard
agreement with the Leasing Company prov,ding,in addition to such terms and drive using encryption algorithms,(y)a HDD Data Erase Kit that can perform up to a
conditions as the Leasing Company shall require,for fixed periodic lease payments 3-pass overwrite of Data(for Equipment riot containing data erase functionality as a
indicated herein over a fixed lease term as specifiec in the lease agreement standard feature), or(z)a replacement hard dnve(in which case you should property
Deivery/rnstatiation charges,if separately itemized in this Agreement,are due and destroy the replaced hard drive) The teras of this Section 3 shalt solely govern as to
payable in accordance with the payment terms a'this Agreement You are responsible Data,notwithstanding:hat any provisions of this Agreement or any separate
for payment or sales or use taxes on monthly rentals if applicable,even if riot specified confidentiality or rata security or other agreement now or hereafter entered into
in this Agreement (c)In addition to the amounts shown in this Agreement,you shall between you and CSA could be construes to apply to Data
pay CSA's rates for any special rigging for delivery and installation when CSA nobfies 4. SECURITY.LATE PAYMENT.As security for the payment of all amounts due to
you of in advance,subject to your approval, (d)GSA will,at no additional charge, CSA,you hereby grant to CSA a security interest in the Listed Items To the extent
install all Equipment in accordance with its normal practices and requirements, permitted by applicable law,you hereby authorize CSA to fife with the appropriate
Maintenance and any other post-installation support of Equipment is not covered by governmental authorities any and all financing statements necessary to evidence or
this Agreement,and will only be provided by CSA if a separate maintenance perfect CSA's security interest in the Listed Items Without limiting any of CSR's ngnt
agreement is entered into and to the extent provided triereln (e) and remedies under applicable law,if payments are late,you shall pay the actual and
Installation/Implementation of Listed Software may be at an additional charge except reasonable costs and expenses of collection•ncurred by CSA,including the maximum
to the extent included as a Listed Item,and may be conditioned on your agreement to attorneys fees permitted by law -
a separate statement of work or other document covering the scope and schedule of lair FF+arge egii^I r +r r,moi, r r, e icor -- . $!gas ut1�
instailationrimplementation,confguration options,responsibilities of each party,and �n^lite collecti� r net to exsa [tae— —,^ tea,1311 1'-1
other matters,which shall solely govern as to the matters covered therein Additional 5. WARRANTY OF BUSINESS PURPOSE You represent and warrant that that the
charges may apply for work beyond the initial scope described in such separate Listed Items will not be used for personal,family or household purposes
document (f)Support for Listed Software is provided directly by the respective 6. LIMITATION OF LIABILITY-CSA SHALL NOT BE LIABLE FOR INJURY OR
developers thereof and as set forth in each developers applicable separate support DAMAGE EXCEPT TO THE EXTENT CAUSED BY CSA'S NEGLIGENCE OR
contract,and is not provided by CSA under this Agreement except as expressly WILLFUL MISCONDUCT.CSA SHALL NOT BE LIABLE FOR EXPENDITURES FOR
provided herein Support for Listed Software may require separate purchase by you of SUBSTITUTE EQUIPMENT,LOSS OF REVENUE OR PROFIT.LOSS,
a support contract, finless included under this Agreement as a Listed Item The terms CORRUPTION OR RELEASE OF DATA,FAILURE TO REALIZE SAVINGS OR
of support contracts for Listed Software are available from the develope-s,or will be OTHER BENEFITS,STORAGE CHARGES OR INCIDENTAL SPECIAL,PUNITIVE
provided to you by CSA upon request Nolwithstancing any provision in the support OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH
contract to the contrary,it shall automatically renew on an annual basis,subject to a THIS AGREEMENT,REGARDLESS OF THE LEGAL THEORY ON WHICH THE
price increase after the initial term (g)CSN shall make available to you from time to CLAiM IS BASED AND EVEN IF CSA HAS BEEN ADVISED OF THE POSSIBILITY
time upgrades and bug fixes for the Listed Software,but (-)only if such upgrades and OF SUCH DAMAGES
bug fixes are provided to CSA by the developers of sun Listed Software,(ii) 7. CHOICE OF LAW AND FORUM.THIS AGREEMENT AND ALL CLAIMS,
availability of upgrades and bug nixes may be at additional charge,and(ii,)installation DISPUTES AND CAUSES OF ACTION RELATING THERETO,WHETHER
of such upgrades and bug fixes by CSA if requested by you shall be at additional SOUNDING IN CONTRACT,TORT OR STATUTE,SHALL BE GOVERNED BY AND
charge You are not required to use CSA for installation of either Listed Software or CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
for any iipgrades and bug fixes but if installation is done by anyone other than CSA, YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE
CSA shall have no resoons,bility for any performance or other issues that may result OR FEDERAL COURT LOCATED WiTHIN THE Cl rY OF NEW YORK UPON
from such installation CSA snail also use reasonable efforts to provide Level 1 SERVICE OF PROCESS MADE IN ACCORDANCE WITH THE APPLICABLE
support'or the Listed Software for so long as a CSA maintenance agreement for the STATUTES AND RULES OF THE STATE OF NEW YORK OR THE UNITED
related Equipment remains m effect,except that for certain Listed Software,Level 1 STATES ANY AND ALL SUITS YOU COMMENCE AGAINST CSA,WHETHER OR
support shall be provided only if and so long as a separate software support contract NOT ARISING UNDER THiS AGREEMENT,SHALL BE BROUGHT ONLY IN THE
for such Listed Software from the developer thereof is in effect.Level 1 support STATE OR FEDERAL COURTS LOCATED WITHIN THE CITY"OF NEW YORK.YOU
consists of (r)providing help-line telephone assistance in operating the Listed HEREBY WAIVE OBJECTIONS AS TO VENUE AND CONVENIENCE OF FORUM
Software and identifying service problems and attempting to troubleshoot any such ANY SUIT,OTHER THAN ONE SEEKING PAYMENT OF AMOUNTS DUE
problems in the Listed Software,(ii)escalating operating problems to the available HEREUNDER,SHALL BE COMMENCED,IF AT ALL,WITHIN ONE(1)YEAR OF
developer of the Listed Software as needed to rectify such problems,including THE DATE THAT THE CLAIM ACCRUES.THE PARTIES IRREVOCABLY WAIVE
facilitating contact between you and the developer of the Listed Software as ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN THEM
necessary,and(m)maintain ng a log of such problems to assist in tracking the same 8. GENERAL.This Agreement shall be binding on you upon your signature and on
(h)If you acquired Uni low,an authorized CSA representative may receive a print GSA upon the delivery of any of the Listed Items All provisions of this Agreement
usage report for business reviews.(,)CSA reserves the nght to withhold shipment of including Section 3,which by their nature can be construed to survive the expiration or
the Listed Items(i)until you make full payment of the total price specified in this termination of the Agreement shall so survive.This Agreement,together with any
Agreement or if CSA revokes any credit extended to you because of your failure to related CSA credit application,constitutes the entire agreement between the paries
pay any amounts when due or fir any other reason affecting your creditworthiness,or with respect to the furmsh'ng of the Listed items,superseding all previous proposals
(o)until you enter into a lease agreement with the Leasing Company and the Leasing and agreements oral or written.No lease agreement entered into between you and
Company commits to full payment of the purchase price agreed to bemeen CSA and the Leasing Company with respect to any Listed Items shalt be binding on CSA in any
the Leasing Company If at any time poor to shipment,CSA discovers any mistake in respect or affect your rights or CSA's obligations hereunder Any purchase,order
pricing or Equipment configuration for any Listed Item(s),CSA reserv4-s the light to utilized by you shall be for your administrative convenience only,and any terms
notify you of the mistake in writing,and such notification will constitute the non- therein which conflict with,vary from or supplement the provisions of this Agreement
acceptance of this Agreement by It with respect to such Listed Items without liability shall be deemed null and void.No representation or statement not contained on the
2. LIMITED WARRANTY.All Canon and Oce brand Equipment is provined with a anginal of this Agreement shall be binding upon CSA as a warranty or otherwise,nor
manufacti.rer's end user limiteci warranty from Canon USA.Inc.CSA is at(authorized shall this Agreement be modified or amended except by a writing signed by you and a
Canon service dealer and provides warranty service under the Canon USAlrmited des gnated representative of CSA.If a court finds any provision of this Agreement(or
warranties All other Listed items are provided subject to such end user wa�anties part thereof)to be unenforceable,the remaining provisions of this Agreement shall
and I,cense terms as are provided by the manufacturer or developer as packaged or remain in full force anc effect This Agreement shall not be assignable by you without
otherwise provided with the Listed Items CSA shall upon your request provide to you CSA's prior written consent,and any attempted assignment without such consent,
copies of all such end user warranties and license SUCH WARRANTIES ARE IN which shall not be unreasonably withheld,shall be void,except that you may,as
LIEU OF ALL OTHER WARRANTIES,EXPRESSED OR IMPLIED,INCLUDING, ANY described above,assign to your leasing company your right to acquire the Listed
IMP[IED WARRANTIES REGARDING MERCHANTABILITY OR FITNESS F A Items and your warranty rights hereunder,but your other rights hereunder are not
PARTICULAR PURPOSE,RELATING TO THE USE OR PERFORMANCE OF HE assignable to the leasing company anc such assignment shall not relieve you of any of
LISTED ITEMS,AND ALL SUCH OTHER WARRANTIES ARE HEREBY EXPRESSLY your obligations hereunder You expressly disclaim having relied upon any
DISCLAIMED, YOU EXPRESSLY ACKNOWLEDGE THAT SUCH WARRANTIES DO representation or statement concerning the capability,condition,operation,
NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE LISTED ITEMS performance or specifications of the Listed items,except to the extent set forth on tt"e
3. DATA "ou acknowledge that the hard dnve(s)on the Equipment,including anginal of this Agreement You agree that GSA may accept an electronic image of this
attached devices,may retain images,content or other data that you may store for Agreement as an anginal,and that electronic copies of your signature will be treated
purposes of normal operation of the Equipment("Data").You acknowledge that CSA is as an anginal for all purposes
not storing Data on your behalf and that exposure or access to the Data by
This transaction spall oe gwemed,n all respecs oy the Ts&Cs of contract v FI-R-0251-19
SLS-004N October 2018 CSA dated 10-1-2018 beNween CSA and DuPage County and any Ts&Cs wrich conflict wth or
Page 2
van:from the contract terms shall be deemed null and void
` I' �r ACQUISITION AGREEMENT ADDENDUM
CANON SOMIGNS AMERICA
Canon Solutions America,Inc,('CSA')
One Canon Park,Melville,NY 11747
(800)613-2228
Re,ated Acquisition Agreement Number
S1011383
Customer:
Southold, Town of
Street address. City State Zip
53095 MAIN RD Southold NY 11971
Equipment Description Term
1 - iR ADV45451 111 48 months
WHEREAS, Canon Solutions America, Inc. ("GSA"),and the above-described Customer("You')have determined that it is in
their mutual benefit to enter into this Acquisition Agreement Addendum ("Addendum")to the above-described Acquisition 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 Rider Regarding Payment Under Municipal Contracts is attached hereto as Exhibit A and shall be incorporated to the
extent applicable.
2) It is expressly agreed by the parties that this Addendum is supplemental to the Agreement,and that the provisions thereo,unless
specifically modified herein,shall remain in full force and effe&,and shall apply to this Addendum as though they were expres 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. Southold,Town of
pRs
By-
Name,
yName, Name ��� COC ~
Title- Title-
Date- Date.
Acquisition Agreement Addendum March 2018 CSA
DocuSign Envelope ID AAI 6371 F-5321-43DF-8B30-68G79SA467AO
3onscn,of th-- Ow�,,crand zhm mic to be paid the Owner after 001
a&,,iscd^by Lhe Dep-minient oi'LabGr
I
(c) The Contractur shah poq,, in a pronftent and accessible place on ,he, site of the vv Dr a
iegiblc si.-atment o"all v��ge T41CS ane Supp",tT-Den"S. as Spe6fed, 'a �'ae Conti-a'.;i, 6'`r 11he
Variolls Cias,�eg of or lab(mrers wlilplwyed C T �.Xe NVOry"
I 10/02/2019 1 9:25 AM EDT
Nt
-d
C101.1" T 0,7,N 0 F S 0 1 E D
By
Dawn Rouse N
OC"loer cw ALA*rtZed AgvIlt Title
CANON SOLUTIONS nrntkleA EASE UPGRADE,TRADE-iN,RETURN OR BUY-OUT
Canon Solutions America,Inc (`CSA-) REIMBURSEMENT ADDENDUM TO AGREEMENT#
One Canon Park,Melville,NY 11747 81011383.01 (the"AGREEMENT")
a
01613-2228
vo €, Page_l_ of
Customer("You"): Customer Account* 1047792 Buy-out Reimbumemerit
Company SOUTHOLD,TOWN OF g to be pard under the circumstances descnbed in
Address 53095 MAIN RD Section 1 below
City SOUTHOLD County SUFFOLK - Payable to. Q You ❑Canon Financial Services,Inc.
State NY Zip 119714642 Phone t#:516.765 1891
Reason,for check issuance:
Emaii Iloydr@southoldtownny gov'
.Lease Upgrade,gr Buy=out Acknowledgement s
If this:ransatoon includes a lease,upgrade or buy-out to be paid upon de ivery and List the leasing company and lease number associated with any lease upgrade or buy-out
acceptance of the Equipment listed on the Agreement, select one of the following
❑ No'Appi,cable 'Leasing"Compaiiii j,!fame L@SSe Nuraber
❑ You wit return the,equipment to the leasing company according to the terms and CFS 001-0545927-015
conditions of your lease agreement
j ® CSA will retum the equipment to the leasing company per Section 2 below
❑ You will retain the equipment
if so,will the equipment remain uncer a CSA Maintenance Agreement?
t Yes ❑ If yes,uricer an Existing Contract❑ or New Contract❑ No❑
❑ CSA w,If pick up the equipment for Trade In
RetutWAuthorization
(t Please-select one: Pick-Up Information:
' Same Date as Delivery of Listed Items specified on the Agreement
Trade-in -
Please.1010 that any applicable trade-in Credit IS reflected in the perfod,e lease
payments or purchase puce as spec9ed n the Agreement '_�-- Other Specified Date _1_I_
Egmomonl Condition, 1 Good VvorKtng Condn.on �:]As r.Gond bon (but no longer than 30 days after delivery of L isied Items under Agreement)
Return Equipment to selected Leasing Company Contact Name- Phone
Canon Financial Services E-Mail,
Return Equipment to CSA O,igiaai order Date Special Removal Instructions
Retarn Item',,: Meter Equipinent location,'if'. Cori Name 8 Alt Pick'
Code Code`.:'.,Descri itch`' Serial Readmi different than above'.. Phone Email U 'pate
UGTR 803000 iRADv4245 RKIA06240 2200^_0 543 5 ROUTE H TOWN HAL'ANNEX Lloyd 765Re.1891 lioydr@soutnoldtownny gov
BLDG SOUTHOLD NY 118,t-464b 5167651x91
1
Return Codes- Trade-In TRD Return to CFS.R-CFS Return to CSAR-CSA
You have ae-eed to acquire f orril cera n Ubted Items p,irsuant to the Agreement By your sgnatufe below,you agree to supplement the terms of the Agreement as follows
1. If Buy Out Reimbursement is selected-The Buy-Out Reimbursement indicated above will be paid directly to the designated Daily by CSA upon tnstallaton and testing of the Listed Items ano payment
to CSA(by you or by the Leasing Compa^y)of the purchase price for the Listed items The Buy-Out Reimbursement will be paid for the sale purpose of re mbursement of early tenrinat,on charges or fees
and associated exve'ises payable for(a)early tenrimation of the lease of the Trade-in or Return Equipment or for other equipment being replaced Dy the Lisled Items under the"Agreement,(b)re'mancmg.
the lease of other equipment or(c)preparation of the site for installation of Listed Items You acknowledge and agree that CSA'e financial obiigahoa is limited to the Buy-Out Reimbursement amount_and
that you are responsible for ary other obligations,incl ding any charges which are not covered by the Buy-Out Reimbursement
2 N Trade-in Equipment or Return to Leasing Company is selected.You hereby authorize CSA to pick up the Trade-in or Return Equipment listed above Yo.:agree to pay CSNs removal'cho,ges if,
on the date specifed above,the Trade-in or Return Equipment is unavailable for pickup and removal through no fault of CSA.Trade-in Equipment sl-all be conveyed to CSA,and(a)you represent that CSA
will receive good and marketable bile to each unerof Trace-iri Eqi ipment,free and clear of any ana all liens ano leasehold interests,(b)you wariani that the Trade-in Equipment will be delivered to CSA
(unless specified above that the trade-,n is on an"As le basis)ri good working condition,reasonable wear and tear excepted,ano(c)you shall make the Trade-in Equipment avaiable for pickup by CSA
on the reluant date sceciiied above If you breach or fad to comply with any of the foregoing,CSA may,without Lni its other remedies under applicable law,return the Trade-in Equipment to you(at
your expense both for the return and the org"nai plckup)and rescind,or require you to refund to CSA,promptly upon receipt of CSAs invoice,the full,amount of any trade-in credit reflected in the Agreement
(which amount shall equal the fair market value of such Trade-!n Equipment,as determined by CSA)Return Eqiipment shall be shipped to the Leas,rg Company spectf•,ed above,and CSA's sole cbtgatlon
is to use commervaily reasonable efforts to pick-up and,remove the Return Equipment and to arrange,an your behalf and at CSA s expense and ask(but only to the extent of'obv ous damage in transit),
for the shipment cf the Retum Equipment to the Leasing Company. You acknowledge that additiorai charges for supplies,media,excess usage,etc,will be invoiced to you,and you shall be responsible
for all invoices die and owing ap to and including the dale such Trade-in equipment or Rettm Equipment's received by CSA
3. DATA.Yot,acknow,edge that the hard dnve(s)on the Equipment,includ ng attacheo devices may retain images,content or other Bata that you may store for purposes of normal ooerat or of the
Equipment(`Data')-Ycu acknowledge that CSA is not stonpg Data on behaf of you and that exposure or access to the Data by CSA if any,is purely incidental to tie services performed by CSA Neither
CSA nor any of their affiliates has an obligation,to erase or overwrite Data upon Your return of the Equipment to CSA or any leasing company You are sotely,rewonsbie for(f)your compharm with
applicable law aid legal requirements pertaining to data privacy,storage,security,retention and protection,and(u)ail decisions related to erasing or overwriting Data The terms of this section shall solely
govern as to Data,no1wrthsand no that any provision of INs Agreement or any separate confiden!adty or data security or o!her agreement now or hereafter entered into between you and CSA could be
construed to app)to Data
THIS ADDENDUM SHALL BECOME EFFECTIVE AT THEIE TIMEAS THE AGREEMENT BECOME EFFECTIVE IN ACCORDANCE WITH THE TERMS THEREOF EXCEPT AS
SUPPLEMENTED HEREBY TH REEMENT SHALLUNCHA ED AND IN FULL FORCE AND,EFFECT
Customers Authorized Signal I
e ll
I
F�Printed me0 Tnie_v_v�QiW t-1 _ Date
SLS-004 22019 CSA
SUBSCRIPTION SUPPORT SERVICES AGREEMtNT
CANON SOWTiONS AMERICA
Canon Solutions America,Inc ("CSA')
One Canon Park,Melville,NY 11747
(800)613-2228 Linda C Lehman 10 2 2019
Salesperson 1 Analyst Order Date-
S1011383 Account. 1047792 S1011383
Related Agreement#(if applicable): _ t
t
Company: SOUTHOLD,TOWN OF Agreement Term. ❑ Morths(max 12 months)
Address, 54375 RTE 25,Town Hall Annex ® Lease Term
i City- SOUTHOLD Payment Terms. ❑ Net 30
—` i B01 with my CFS Lease Payment
State NY Zip: 11971-4642 , Phone#. 631.765.1891
--1- --{— ❑ Credit Card:
Contact. LLoyd Reisenberg Fax#. f
-- �' Requires submission of secure credit card brm
Email: Itoydr@southoldtownny.gov Customer P.O Number. —
I Ordered Qty, ry Item Code I` '' ' ,Description, j Price -Extended Price, s
1 2807V116 SUBSCRIPTION SUPPORT SERVICES 6 UNIT BLOCK Included I Included fi
i f 3
3 I
Total
l
Sales Tax
Total Due —�—�
TERMS AND CONDITIONS
(continued on page 2)
1. Term. Tne term of this Agreement(the"Tenn")shall'continue until the earlier of(a)the units of Subscript,on Support Services specified
above k'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
Project.Management Specialist 4 4
Software Development Specialist 4 4
Local Systems Analyst 3 1
Local Systems Engineer 3 1
Solutions Support Center Agent 3 1
Product Trainer 2 '
` Subject to Course minimum requirements if applicable
(continued on page 2)
BY THE SIGNATURE OF YOUR AUTHORIZED SIGNAT RY BELOW,YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT, CONSISTING OF 2
PAGES,AND YOU AGREE TO PURCHASE THE QUA 'OF UNITS SPECIFIED ABOVE,ON THE TERMS AND CONDITIONS ABOVE AND AS CONTINUED ON
PAGE 2 HEREOF
Customer's Authorized Signature
Printer?N me A�X '_t USSZXTitle— pLS l K,_ Date ��
SER-025 March 2018 CSA Page 1 of 2
Canon COST PER COPY
CANON SOLUTIONS AMERICA,INC., 'NON-CANCELABLt RENTAL AGREEMENT CANON FINANCIAL SERVICES,INC.t'GSS')
. CFS-1072 gmw ?euuttanw Address 149D4 Collect ons,Center Ome
JCFS:AGRFFMENT NJMBER'S1 0113 83 02 Cilmo.III Pots,60693 Phone(80C)2i0-1.203
COMPANY LEGAL UALT DBA PHONE
Southold,New YoLk_TQwq oL-, Ccslo'ner'1516 765.1891
F1,11413 ADDRESS CITY r00147y, STATE ZIP
53095 MAIN RD SOUTH01-D SUFFOLK , NY 11971-4642
EQUIPMENTADDRESS I 1 , CfiY COUNTY STATE ZP
54375 RTE 25JOWN HALL ANNEX SOUTHOLD SUFFOLK NY 11971-4642
Iff units at alderwil to tors attach Swrlute
OLLVOMER CONTACTFOR METER READINGS Emkt PHONE FM
Q Reisenbe 516.765.1891 —
Covered Images Included I , Per Image Charge in- T
l
Make I Model/-Ac Signal Number Start Meter in B Ch .Excess of Covered -Monthly Meter Method
(Black whitsClllo,y St!E:__"'NhRe? (CVO-) (Iglack&Wh le) f=es Base Charge
IRADV4545IV3 5000 1,0.007700 Included i1WRern6te
A
TOTALS 1 000 0 i 0 00770 10.00000 $172.50
5.
lierm,in months,
48 Guaranteed Copy Plan: [9 Individual 0 Fleet CrOId6cnfy,eqjsed)
Number of Monthly Base Charges in Advance: 0 Meter Reading Frequency: T1 monthly Quarterly'
Total Amount Due as Si"mg $G.00 Service and Supplies Included Supplies Maintenance
•Plus Applicable Taites "Service Provider", Can-0.5-0ju-0-ORS
THIS AGRFEMFNT IS NON-CANCEL ABI.E BY CUSTOMER CUSTOM PRESENTS THAT ALL ACTION RV-6UIRED TO AUTHORIZE
EXECUTION OF THIS AGREEMENT ON BEHALF OF CUSTOMER BY THE-711
0 ,ING SIGNATORIES HAS BEEN TAKEN THE UNDERSIGNED
R,
HAS READ,-UNDERSTANDS AND HEREBY, AGRELS TO ALL OF T� RMS AND CONDITIONS SET FORTH IN THIS AGREEMENT
ACCEPTED AUMORIZED CUSTOMER SIGNATURE
f�) ap:,
CANON FINANCIAL SERVICES,INC. T*� L
Yate It propnator,DOB Date
Date f BY.X
Pro-it Name Emil AgdraSS
To Inc
ACCEPTANCE CERTIFICATE
cualwilor cenmes Itat(a)the Eq to In fins Agrlenwent has been eom"ad(a)insiallal'on 14S beat ctainfal6tad,(c)1119 Equ prilistil has been invamined by Customer arta Is in gvx operating ordora^d conditlon and I-,,in
aj:jrespects,sat;sfalctrj-y to cinfoln,I?IW(0)the Ec ulliolzevt is afevccabiy aw-etoltid by Customer for all prDows under INN ATeeawnt Accr,d nglej,Customer he ebp alanotti.as bill firt jr-da;ths fyezinent
S'parim, pan—j team Ilse,{!I any; I Dam 11
TERMS AND CONDITIONS
I AGREEMENT t4on,14W ortie,he a..,of the State of ,*A:IS chef eiewave ei,ce at
am CiSbOiwelts Imm Crs,w,.h 4,Place of irmss at 158 GaIjisr Dne,Shea 20,MM::I Lw,ll,Nov,Jano v 0058,a'tA a eni,arrept descmeJ sbw,la,'Pwr,r,h A lepiwill,I Paris dad %mols far l,'r,91,494's 10 woo eq.,,one'll
Uw ll`u ten's and M.—N.O.5*at forth in Wis GDSI-Par Copy Nowaroola;e ReAta,l'-giseirad
2 TERM OF AGREEMENT
Fqg,,p*1d as slawltall be,6,1:TIN,arm d this Agreazzleal begins an I,.a dalk.rUpled!lf C-S C-any law,dwe'liat CFS dasigmiles,and wall c3nils'6f me P,rle-1 penods M)Wf*O ano'e ancl a., pen ds Azoir accaptarloo,of the Ejullr.,w
Cuvoria,snail Sva to right to mwilt swn CT ca,M)01's AptUlawrl Glomi c1c term belauf Thv lenn Of h" shall and,mkss�nar*w,zlajICd oy CFS'wNi�a-'arnourts rc-quied to lii parJ 11f C..Morl-(la,zia(this Agreement
heve tell',00 a.sand all,of(it cll4omlzi,las pumb.sed rho fiqwq @,,(in accordance wl Ind td,m wmot Or to)the Ertir,tment has been mviawd at the end of lla l edwcd ters,C4 ienewal Iellp 19 dcl,Dfo'llon WIM r,a izEfff lelK,-,f-
Custrime,has nonghl to'etvt the cropml to CFS Pont tO1,0 Cnat of 1q.s0,M.fad term of this Aq,eamo-ft la,any reason moodnq,wthold I'milahon payment of 3 l awoo-Ts die here; t"r pf"A to the raid of ft scheduled tear
3 PAYMENTS ai,wOk*d,itLINIG 11W allin Of 11.1i AgmtintInt,�3)lhe pakm rill spec,Feza Q6&10of,nIj&se Clba,go ane ilap Cbarqts'abw,and it,)4lzoh pem,itled bumndef as ri vj
C-S{'Payments-)Tle amount of eadit Payr tarn y^ecdJad al?ai&,a based or the sw;aplai'-best esfim�Ie of I,.cola at rt Equiprom and any related ser r s and wop!lts Cjstfma,in,t las CF5 to mdpsl ft Paymom le,om by up is 144emt pfrl�ri
(t5%)R Ina acTiat punk twist af,itie Equ,pawnt and any raatetl seiv ca;sad snpplus,ink udrny dry sa.as or use"az,s mora G'lass than olgfnalPy astmared U^Ce m eaott twelre,tt2)ntamh la;tx+d fclWV,ag the f1fs9 a^rroersary c#t",s Agreement,the - ,
se-ce proll,do,K6.0d allove Nalsbo f,yh ki wrease w-I,,)L°e person of tae monin-y B,,se Charge ceisaid IQ se-,xoe a1d sapla4s a,-,I p",loe Per mage chnga cl each aq,&ttw,dht Commenw—.1 Dale In an amuql Vol toei(Ued fol.tl
haddVilo!hr,klailhIfBoie rnusio 3-11 Paz muga DTalgaa ora allG,diat a 11afFaSO r.L(SJant to$aNKe Priv.ars rams 3nG c ntliti0ns.Cus;omar shied retia a:!
Ctsagoll!-Dela 606S3,l,pins other,at oat,!sd by CPS Cuslont's ObIl 3'Pon to Day of arr-Lilb,CLlz Locet In s Agreement am.34 omw a3f.y3tgrrs liereupou i�absotile and
0o"'d wl3tanol5 n02 3nb eG2 tG 3dy a3atemanl,Sal off. any
4 APPLICATION OF PAYMENTS;METER READING,NJ Paimenwe"nert at dIlSAGAzelreAt aR 0
,or ami,S.0 gm,,st and armorq jrrA,Ls lis,inli Lie same data m such order as CPS rnrlsd.xle!zzi roar deamlt a,the t LCx-11AW 7:-erme brA 6bo4o
al ILS schl bis moan
6 ADVANCED PAYMENTS
t3,n lln"C51 except whore f,arbi;lcI,,Ix"
6 NO CPS WARRANTIES.CUSTOMER ACKNOWLEDGES Ti-AT CFS S NOTA MANIfXTURER DEALER OR SUPPLIER Vo THE EQUIPMENT ThE EQUIPMENT IS RENTED-AS IS-ANO IS OF A SIZE DESIGN AND CAPACITYSELECTED BY
CUSTOMER CUSTOMER ACKNO'AFLEDGES THAT CFS HAS MADE N,)REPRESEN-ATiC14 OR WARRANTY WITH RESPECT TO THE SUITABILITY OR OUPASI-ITY OF THE EQUIPMENT,TPE AE SE14CE OP ANY CLAIM Of(NFR NGIEMENT OR
PERSONAL GUARANTY
The wiae'sgred(.who.anon no., INC t
mare
`l,,aly, se'livill,'awrawee I-CFS j1J ft sw�,,ls�om a-A um,pyrreq,.1w,d, of ij.rol"IlL a.ed ndfl,L"lz J.belle,A mt-,rly-, Pol IW oLf ke cl,it
,dalv,Ld 01I(,C,Vviiuj 1,14 i_ alm
Brent a` le"I 4 pear by Cslomw 01 a-terms of fhe AgreNment and Ay Millar-Nmcactao bol-en Customer and CPS(cdIeVt,6y,'L B51 FC1.1801*1 Si'9-fail 10 Pay O'IX)nlonh any-Zod-LI,W100 due,GUalwlo.s
shall,upon de,ildha pay any amiwlzz's watch may 16 .iyon Customer aid[aL-any action narkired Of CuSfcw uWa, AgePrwl-hlz ls an absnoile am'millong fp;mply,and Gqalarll's`trab,rry uIlda-his Guaranty is P,Ad'y dqj w r not uL
C
oiloctv 61 any sajemeril 0,densitn'leneval C,m(A 'e,
'do Od
Jan,pa$nwemon Ina bilOarla:4 thlotialle-Sal alng"ooenidor;, =4 t0 Da'NtUtn@G tvf dry
to
Gi,lvanly may be tilmilated orliy jot wy(601 days pw Vbi'eal rause to CFS,a zl iummal,on shall all offel:1,-a or!)zl�to babilims allailq sahed�fes,wpialametim,Of agre=ozltis lintat"."Aa ALA the effk1w tlw Of tem.nv"and
n&,tdvhlo,P%'to sccr�date
Gverart,=waits at damages, pmatnorlema ind i�owez,0 entry kn.and nature,alp set-01 and any deleasts wSliabit to a g�wiur tol?,whan the da'mose Of pag.,LrA and peff'—woll •Ull)under ap;;rZ41:4l mw G.e�awzrs
Tirane' avNanyfr7n 7 -
�Cea�
�Gww.,_ aght 10 n,�zluYlz Swi appw OF any Mh>riltily WfaT RSJWlq thin G,lamatj and(W)k`grt 1JcbfO9;n4r,to CrS oghts apold
Cvslolft,uniii me UaW.Iws arc sat sliarl al Ill I Any ja'�tviwins and lixtenw-t Of tme,of payment,lof;e�aarzi Ic,exercise of any oloel
fighl undo,Ims or 6q omar,ajnzemerl to Veen CFS oadcummer or any dli'diparty maybe made,gl4literl and
Coaniam shall Day all alplinsas aimmaya,fees and legal e,,pr$as)Pad znz,� w ned at CFSundea I
ruoo,ng Of any pan tbr,(afaad.O,fwcr3 this Guarazzly-THIS GUARANTY SHALT FOR ALL PURPOSES 61,
DEEMED A CONI RACT EN'FRED INTO IN THE S-ATE Of NEW JERSEY,THE RIGHTS O^-THE PARTIES UNDER THIS GUAi,-,;T,'jHALI.BF GOVERNED BY-HE t AVIS Ol''t-F STATE OF NM JERSEY WITHOUT rie--ERENCE TO.
S SHALL BE BROUGHT IN ANY STATE OR FEDEi�k�,URT LOCATED 114 TI�C COUNT"or CAMDEN BURLINGTON,NEWjERSFY ORATCrS'SOLE
CONFI M'OF LAW PRINCIPLES At4YArT)ONBE,WEEt4GUPRAN.PRSA�4DCF I I
OPTON,141-iES-/,,TEV,HEFIEANVC-UARA14TOR,CUSIOt�iERORTliEEUL�IPME�4TIS.O^�A',ED IPRFVOCAE[LY,~4ANE-38JECTIOwSTO-I-E-J6RISDICYIOiDF8�i-,t'
^OjRTSANDOBjI,C-,lONb rOVENULANDCONVENWNCE(IF FORUM GUARMTORS BI THEIR EXECUTION AND rEl IVFRY HEREOF,AN,)-',_ 9Y I'S ACCE-TANCE_HEREOr,HERiBYIRREVOCAMY WAIVFS ANY 41GHT TOA
JURY TRIAL NANY SUCH PROCEEDINGS
'ran -�gzno;am' 's,�A:z 0,cractronQ1 y I'anw�ad od" Pres bc,tomw as a-,or2me: a pvpikes
CwtariTs agro t4or CFS M,z ampt A lammliz at onzer el", "'Isr's5KA Of Inz Gi.awtl,as 3�.t 13,
PrIlad,Name S;jOdh,% Inc tale) Dale
Poore
C
CFSAC79(OV81 page I a,I' SEENEXT PACE FOR 40DITIONAL TERUS ANC CONDITIONS
`OA
TERMS AND CONDITIONS
(continued from nage 1)
4. Utilization Procedure. Services will be Prov ded during the to you hereunder tnat you wtil not, directly cr through any M;rd par-y
Term wrien requested by you through the CSA service dISDatch cerl'er sokft,offer employment to or h,re such`owner CSA employee at any time
CSA will determine the api Resource Levels) to oe assigned during the one(1)year )enoo after he or she ceases to oe an employee
based on your resource selection or description of the requested Services of CSA
CSA reserves the righttoretecany request by you if CSA aetermines lihat
such request is for Work beyond the scope if the Services covered by th,s 9. Confidentiality. CSA shall use commercially reasonaUe
Agreement or the Resource Levels avai,abfe hereuraer Units unused efforts inuring the recruiting training and supervsicn, of :is personnel
upon the expiration;:f the Term are non-refundabie I';calces,-equested providing Services to adv se tilat they shall retrain from LISMg except n
uy you.or completion of ongo ng Services,will require Uni*s in excess of connection with he Services,and shall not disclose to any third Darties,
nature
the
I I -y urused cl.lant,ty available herearider,CSA shall ;otify you in advance any of your business or financial information of a proprietary
of completirg tievork and you shall instri,ct CSA to erd work or you snall 10. Default. if you`ail to pay any amounts witnin 1.5 days after the
agree to pay for those additional Units at CSA s then prevail:rg rates same are duo anct payable under his Agreement,(or under t)-e CFS lease,
5. Performance of Services. Services may be performeu by if tne Units have oeer, financed there Linder), or f you or CSA fails to
remote access, or by CSA or is designee at your business locations If perform any material respect ary other obligation hereunder within thirty
y
area If by remote access.you grant CSA (30) daafter written notice 'hereo' f,orn the other party, the non-
located within CSA's servicing _s
permission to access your systems as required to perform the Services If defaulting party may ter-rinate this Agreement upon written notice to the
on-site at your prem;scs, (a) such persornel snail comply with your other party Any sucn:ermination shad be without limitation of the rights
reasonable security and other such pol,cies of which CSA nas been and remecies of the non-defaul'ing party under applicable law CSA shall
informed by you in writing; ar,d (b)you will provide such personnel with riot be required to accept any request for Services, or continue
appropr ate workspace. In either event(a)you will provide assistance as oerformance of ongoing Serv-ces, at any time that any a-ount s
may be reasonably required'or the verformance,of'he Services:anc(b) nereunder for the CFS lease)is due and unpaid
you ackrowledge that the per`ormance by CSA of Services with respect 111. Miscellaneous. This Agreement shall be binding upor the
to any non-CANON hardware or software may be dependent on parties upon execuLon In rendering Services hereinder. CSA shall be
ass,stance or cooperation from the third-paty-nanufactuier of developer acting as an independent contractor an', shall not be deemed vour
including your requi-emert(s) to purcriase ary necessary software
employee or agent Nothing in this Agreement snail,be deemed to create
upgraces;or licenses to operate he software a parnershiD or ;pint venture oetvveen the parties This Agree-rent
6. Payment. constitutes the entire agreement between the parties with respect to the
Services and shall supersede a" prior agreements, if any between the
,a'I Unless he 'Bill with my CFS Lease Payment"option
is selected on page I hereof,the:otal purchase price specified on page I zmrties-elating to tne Services provided hereunder The partes stipulate
hereof is payable in fu I and in advance al-in no later than 30 days after that neither of the-n nas made any represen'ation with resoect to the
the date of CSA's invoice therefore, and CSA shall nave no obi gation to subject matter of this Agreement or the execution and delivery hereof
provide any Services until such payment has ceen rrade -�ts�ace excew such representations as are, specifcally set forth herein No
modification,amendment aclidendurn to or waiver of this Agreement snail
be birding Lpon the parties hereto inless made in writing and duly signed
tl,��xceed 11,�, , Oted by both oart.es Any purchase Draer utilized by you shall be for your
administrative convenience only,and any terms therein wh ch conflict with,
(vii it the "Finance through my CFS Lease' option is varyfrom or suoo-ement the provisions ref tnis Agreerrent shall be deemed
selected or page I nereof, the,total purchase price specified on page I null and void A fat'ure of either party to exercise ary right provided for
snail be Fnanced by the lessor(Car-on Financial Services, Inc)through nerein shat; rot be deemed a waiver of ary right under this Agreemort.
the applicable lease, as oroviced he-ein, over the irrhaj term of the This Agreement snail inure to the benefit of and be oinding jpon the
app:icabje'ease successors and permittee ass gnsof the respective paries This
Agreemert snail not oe assignable by you without CSAs poor written
7. EXCLUSION OF WARRANTIES AND LIMITATION OF consent, and any attempted assignment without such consent shail be
LIABILITY. CSA WARRANTS THAT IT WILL PERFORM SERVICES void If a court finds any,orovisron of tnis Agreement(or par'thereof)to be
HEREJNDER IN A PROFESSIONAL AND COMPETENT MANNER unenforceable,the rema,nirg provisions of this Agreement snall remain in
CONSISTENT WITH THE RESOURCE LEVEL UTILIZED OTHERWISE full force and effect
CSA MAKES NO WARRANTIES, EXPRESS OR IV-PLIED, INCLUDING
S WARRANTY OF NAERCHANTABILITYOR 12. Choice
WITHOUT LIMITATION ANY WARRP of Law and Forum. THIS AGREEMENT AND ALL
FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE CLAIMS,DISPUI'ES AND CAUSES OF ACTION RELAT ING THERETO,
SERVICES CSA SHALL NOT BE LIABLE FOR INJURY OR DAMAGE WHETHER SOUNDING IN CONTRACT TORT OR STATUTE, SHA,L_
EXCEPT TO THE E-XI-ENI' CAUSED BY CSA*S NEGLIGENCE OR BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
WILLFUL M'SCONDUCT CSA SHALL NOT BE LIABLE FOR INTERNAL LAWS OF THE STATE OF NEW YORK ANY AND ALL
EXPENDITURES FOR SkBST17UTE EQUIPMENT OR SERVICES, SUITS YOU COMMENCE AGAINST CSA WHETHER OR NOT ARISING
I-OSS OF REVENUE OR PROFIT,LOSS,CORRUPTION OR RELEASE JNDER THIS AGREEMENT SHALL BE BROUGHT ONLY IN THE
OF DATA FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, STATE OR FEDERAL COURTS,-ocATED 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 LOCATEDIVVITHIN THE
CONNECTION WIT'-i THIS AGREEMENT REGARDLESS OF THE CITY OF NEW YORK UPON SERVICE OF PROCESS MADE IN
L-EGAL 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 S.ATE OF NEW YORK OR T-iE UNITED STATES ANY SU;-.
NO EVENT SHALL CSA's LIABILITY TO vOU HEREUNDER OR IN OTHER THAN FOR PAYMENT OF AMOUNTS DUE HEREUNDER,
CONNECTION WITH THE SERVICES EXCEED THE AGGREGATE SHALL BE COMMENCED. IP 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,
S. Non-Solicitation, Throughout the Term and for one (1) year
fo(lowirg the expiration or terminat,on tneraof,you agree that you will got, 13. ELECTRONIC ACCEPTANCE, vou agree that CSA nay
directly or through any third party, solicit, offer employment to, h,re, accept an electronic mage of this Agreement as an original, anc that
interfere with or endeavor to entice away from CSA any individual who,s electronic copies of your sicrature will oe treated as an original 'or all
an arrpjoyee of CSA and who,at any time during the Term,was involved purposes
in providing Services m you hereuncer You liurtter agree,with respect to
any forn-er employee of CSA who was involved in provicing Services
SER-02511Aarch 20'8 CSA "age 2 or 2
- Service Provider Terms and Conditions
Canon Financial Services ("CFS")Cost Per Copy Agreement
CANON SO.UTIONS AMERICA
Canon Solutions America,Inc ('GSA")
One Canon Park,Melville,NY 11141
(800)613-2228
1. TERM Canon Solutions America, Inc ("CSA") shall provide troubleshoot any such problems in the Embedded Software,(u)escalating
maintenance on the Equipment included in the CFS Cost Per Copy operating problems to the available developer of the Embedded Software
Agreement ("CFS Agreement") for the term of the CFS Agreement, as needed to rectify such problems,including facilitating contact between
including any applicable renewal term,beginning on the date of installation you and the developer of the Embedded Software as necessary,and(III)
Capitalized terms riot defined herein shalt have the meaning set forth in the maintaining a log of such problems to assist in tracking the same
CFS Agreement. Embedded Software as used herein does not include separately-priced
2. CHARGES Base Charges and Per Image Charges, including application software supplied by CSA to you under any separate
Images in Excess of Covered images,shall be invoiced in accordance with acquisition agreement, and support therefor shall be solely governed by
the CFS Agreement the provisions thereof,
(a)Toner inclusive Service includes replenishment of Supplies specified in 4. NON-COVERED SERVICE. The following services, and any other
the CFS Agreement and are for exclusive use with the Equipment. if work beyond the scope of this Agreement,shall be invoiced in accordance
Customer's usage of toner exceeds manufacturer specifications for with CSA's then current labor,parts and supply charges-(a)replacement of
conventional coverage by more than 10%,CSA may advise CFS to invoice any consumable supply item not provided as part of toner inclusive service
Customer directly for such excess toner Customer may purchase identified on the face page, including, without limitation,paper, toner, ink,
additional toner from CSA if required during the term.Customer shall bear waste containers, fuser oil,staples, other media,print heads and puncher
all risk of loss, theft or damage to unused Supplies, which shall remain dies, (b)repairs necessitated by factors other than normal use including,
CSA's property and shall be returned promptly upon termination of this without limitation, any willful act, negligence, abuse or misuse of the
Agreement. Equipment;the use of parts,supplies or software which are riot supplied by
CSA and which cause abnormally frequent service calls or service problems;
(b)If Customer has specified the Fleet Guaranteed Copy plan in the CFS service performed by personnel other than CSA personnel;accident,use of
Agreement,the Base Charge and the Covered Images shall apply to the the Equipment with non-compatible hardware or software components;
fleet of Equipment electrical power malfunction or heating, cooling or humidity ambient
(c)Unless otherwise indicated on the CFS Agreement,Customer authorizes. conditions,(c)de-installation,re-installation or relocation of Equipment,(d)
CSA to use networked features of the Equipment including imageWARE repairs to or realignment of Equipment and related training,necessitated by
Remote to receive software updates,activate featuresinew licenses and/or changes you maae to your system configuration or network environment,
transmit use and service data accumulated by the Equipment over (e) work which you request to be performed outside of GSA's regular
Customer's network by means of an HT1 PS protocol and to store,analyze business hours;or(f)any network/system connection device,except when
and use such data for purposes related to servicing the Equipment and listed in the CFS Agreement
product improvement. 5 DATA Customer acknowtedges that the hard drive(s) on the
(d)Customer agrees to provide meter readings to CSA,if applicable, in Equipment, including attached devices, may retain images, content or
accordance with the Meter Method and/or Meter Reading Frequency other data that you may store for purposes of normal operation of the
specified in the CFS Agreement and CSR's normal procedures if you Equipment ("Data') You acknowledge that CSA is not storing Data on
selected the myCSA website,you,your employees or agents shall complete behalf on you and that exposure or access to the Data by CSA,if any,is
CSA's registration process governing access to and use of such website purely ircidentai to the services performed by CSA Neither CSA nor any
and you agree to be bound by and comply with its Terns of Use CSA of their affiliates has an obligation to erase or overwrite Data upon
may change Customer's'Meter Method and/or Meter Reading Frequency Customer's return of the Equipment to CSA or any leasing company
from time to time upon 60 days notice If CSA does not receive timely Customer is solely responsible for(i)Customer compliance with appiicaule
meter readings from Customer Customer agrees to pay invoices that law and legal requirements pertaining to data privacy, storage,security,
reflect CSA's estimates of meter readings.CSA reserves the right to verify retention and protection, and (ii) all decisions related to,erasing or
the accuracy of any meter readings from time to time,and to advise CFS overwriting Data Without limiting the foregoing, Customer should, (a)
to make appropriate adjustments to Customers account on Customer's enable the Hard Disk Drive (HDD) data erase functionality that is a
next invoice standard feature on certain Equwprnent and/or(b) poor to return or other
disposition of the Equipment,utilize the HDD(or comparable)formatting
3. COVERED SERVICE GSA shall provide all routine preventive function (which may be referred to as "Initialized Ali Data/Settings"
maintenance and emergency service necessary to keep the Equipment in function)if found on the Equipment to perform a one pass overwrite of Data
good working order in accordance with this Agreement and CSA's normal or,if Customer has higher security requirements,Customer may purchase
practice Such service shall be performed during CSA's local regular from GSA at current rates an available option for the Equipment, which
business hours(8,30 A M to 5 00 P M. Monday through Friday, except may include (x) an HDD Data Encryption Kit option which disguises
holidays), information before itis written to the hard drive using encryption algorithms,
(a) Customer shall afford CSA reasonable and safe access to the (y)a HDD Data Erase Kit that can perform up to a 3-pass overwrite of Data
Equipment to perform on-site service,Customer acknowledges that GSA (for Equipment not containing data erase functionality as a standard
may not be able to provide maintenance for Equipment outside of GSA's feature), or(z)a replacement hard drive fin which case Customer should
servicing territory Parts or Equipment replaced or removed by CSA in properly destroy the replaced hard drive) The terms of this section shall
connection, with maintenance services hereunder shall become the solely govern as to Data, notwithstanding that any provisions of this
property of CSA and Customer disclaims any interest therein Agreement or any separate confidentiality or data security or other
agreement now or hereafter entered into between you and CSA could be
(b)CSA shall make available to Customer,from time to time upgrades and construed to apply to Data.
bug fixes for the software licensed as part of the Equipment(`Embedded
Software'),but (i)only if such upgrades and bug fixes are provided to CSA 6. CUSTOMER SATISFACTION POLICY, if you are not satisfied with
by the developers of such Embedded Software,(ii)availability of upgrades the performance of your Canon or Oc&brand product,upon your written
and bug fixes may be at additional charge, and (it!)installation of such request,CSA in its sole discretion will repair or replace the product with a
upgrades and bug fixes by CSA if requested by you shall be at additional like unit with equivalent capabilities Prior to replacement,CSA shall have
charge You are not required to use CSA for installation of any upgrades had the opportunity to return the product to good working order in
and bug fixes,but if installation is done by anyone other than CSA,CSA accordance with the terms of this agreement This policy shall apply for
shall have no responsibility for any performance or other issues that may 3 years from the date of installation or for the initial terra of any CFS Lease,
result from such installation. CSA shall also use reasonable efforts to if longer,provided Customer is not in default of this Agreement and such
provide Level 1 support for the Embedded Software Level 1 support maintenance services have not baen canceled or terminated,
consists of(i) providing help-line telephone assistance in operating the CUSTOMER AGREES THAT NOTHING IN THIS SECTION WILL
Embedded Software and identifying service problems and attempting to ENTITLE CUSTOMER TO TERMINATE THE CFS AGREEMENT.
SER•CPC 623.Mai:.ri 201.8 CSA
THE L KE OR ANO'OTHER REPRESENTATION CR WARRANTY EXPRESS OR IMPUED,WITH RESPECT TO THE m'±om,elf pay a',un;.a.'.Aayrr_rts^ar£rrrrdc fwr£'per O,^di d,a rhe.d.-ar and 000,a,-a.as thie under hill Ag,eemmi,
EQU,PMENT NUIDING,WRHCUTL MIN-014,-F E WPL'EO WARRAf.-ES OFMERCg0)TABILf'Y AND FITNESS wit:Crs ets m.g fide to me E1.rtm3ri•it)ro'em Hare any eve,ag e7 ^is wart Cust¢ner tel.s,.n ar hlJtO:rate
FOR A PARTICULAR PURPOSE Any wanaeby wdh resp[+-[ta the EquE3men;made Gy L e maatrhacGrer,dialer,of suppfier demand of Iegal pmxsa(a en'er open he pmm'ses wtereret Ito Equ—t;nt may ale fc„pd 10 ry,ke possessor of ury or
is soparale Peru,aaa z;ci r part of'his Ag+eamem and shag omr or f ie z-herl of GFS,Cus'orre-,and CFS successo,s ars a'of'he Equ,3men:,and(,1 rata n such ECurrIhov a^d A Payments,aid olber s*Ans oarf hefeurde(,x{n)sell he Equ pma^,1
assgrees'ally So tang as Customa's ref n beach or detauh of via Aaret-wept,CFS assigns h)C..storor am waranl+es and peens et Gem(uslomef m3 amount lay w"'ca me Revnaring Rental Ss arca exceeds the net amovit mcerv'd 4 CFS
fine uo 'hose ay"eetl o between Customer and the marr('actu t,,dealer,at sup^y'e,f wh cb CFS may hove wit'1(,spec[ata ram 5.0 Sale,of id)to trl':.a ity onef,remedy permitted of raw or n aquPty CFS(f)may dispose of the Equ'ome,t it AS
any ler of Eqs..mm'ino,em thW it,scope and winattns of a^y saU'ua run)spall be so>'y as set out m say then pfeser,crndiKn e'fG b7 ,lf;sil.-I prepant.atn aM_pruneess-?y as C"S eeema CQ nralCally teas£nat a,fe}shat have
a nvarvv tt betive-'Gu5'Dmer and 5,c.mara+filmrer dear."!or 3u^'at p(as£memis no duy b^yrrpare of praxes the Equ Pril-I parr to sae(A may Itsoalm wa;lantw_s Of t Ile,oasseesto,gaet£n ayTenf
g p„. g speutzd n CFS'acy,lsdcn o her aqd t`e t ke and tit)may eam:dy w 1h a¢y wPLICab'e state or!edam•lar•eqr vements n co—c'rn vrnr e dispos!.un oft*e
Eqj r^-t CJturet cAE ACKNOWLEDGES
sup Wieraro snag Rat KEITH NEITanyHER
SU PLIEwarrRN R shag suetytom CFU'aORIZE n£l'te d(I- -ml ofd acnea-he forego ng ar,acns 031 bedoemed a aillmly affect the tnfrmeraa'reasonab�ness of the
Equ)me.,t CLS'=D AER ACKNOWLEDGES TifAT NEITHER THE SUPPLIER NOR A4Y DEALER Is,AUT)tOR1ZED i0 asp05 of MP,Equipment I tae Equipment meat is pull avahLrole he sate Ci starer shat,be lime b•the Retrial,r 3 aental
WAIVE OR ALTER AN"TERV Or TH S AGREEMENT OR ANI SCHEDULE.OR MAKE ANY REaRESE!ITATIO,OR
Balance and any cher amoiris gut unci Ilex Ay(een at t NO waxer¢(any ti Gustomcrs g¢-)aLans to.darans Or
WA-RRAN;Y''Ni--RESPECT TO THIS AGRFEMEN7 OR THE EQUIPMENT ON BEHt.F OF CPS [ovzr'ants sPel,3e ePet4ve.,Mess corialned c a arSt'fg sgr[-d*,y CFS Yazoo to eweve any remedy tat CPS,lay have
7 ACCEPTANCE,DELIVERY G:.s:¢SerS exert.btm ofre ACcoatrce GamTrate Or at^[r cwFrrason 0'C(uW n£r's shall cut c nst:ure a wane(Of ary a59gaton with res"m whir Cus'nfna_r s n defau I
axeoance of the Equ;'ne+',shag ctidusr efy esvWis^that the Equpmert tas bee,"I vena to are aaepled',v 17 LATE CHARGES,EXPENSES OF ENFORCEMENT tlCuxtarwrp3is in pay silly s„m H irt¢tad by Gslfxrar to CFS
Custome•far;tp.ry,ses 0t t.s Agreem±nt,rico CusiOmer may noL inn eny reaa0r:•crpk£Mat a:.£ptans,hoverer.,r under thn Aticem ill onorbe'afe the duedur.:}csmmer•sba itial,iF.S,.yon.;a••—`-•- _ _ _
Custrmer Has rai v,fin tan{tgk coy;wee:lelncry gl<orh Egrpmtn dN vef£d t,CFS wnnen re'r:'W ori-acerPtarce, t ���
specdyrig the reasons u¢'afar arta SPoa.'rdaty relic li :ng Im Agfeamaot Customer shat tie deemed 0 ha,*revocabhy The am0u,ts spea.°x'd atnvi shall be,
accep'ed such Equwrenl CFS s the owner of the Equ,me,t 3rd has mnfed"Equipment to Customer under iris pad as W-elat-d damages aro a.,compen:a»n to,CFS'internal sM-rstrg expenses a;currd in cof n"l;n with ouch ate
Agreement As Sehseep CFS and Customer,vis Agreement bart supe-,eda any Customer pu,rhase Order r'+s milrety pavrtirL in add:on,Casa weer sball-eent<rse CPS-or a3 H as oalo'-pxcPt,sts and expenses ico,nxi+r exetcrwig ray
,OtwnAsand,ng any"'^g'n the wrine;coh'amed in amp s,.:.4 purchase d,'dx.Customer 0§toes W wave spy fVh'¢f spm 6c of reasonable
pedcnna^.a or the Agree.rent app shall rand US:(mass ttvr damages.1 fix any masah the Eautpmeni is lot delivered fees a•ld expenses or adameys and oor4cron ageraes wfinder 0,Hct spit N brought.it CGS should berg oxer,ac'rn,
as m0e'ed,d ata Ec..pme.d arsaasradory,[r n CFS fdpas pct extcu;e M y Agreement Cuf¢mr,-(aqz-us hal any dewy as Customer and ccs a,•ee that arra-sys'pes equal ra homfy,rve—teal(2i`hi of the°otai amcani might by CFS shall be
de'rvery of!he Es.pMs^L Shall rax arecl'ne va,aby of tRs?gnearnehi, deemed im orabla fn'PuToses of th a Agreemeal
8 LOCATION;LIENS,NAMES,OFFICES Customer shat nol mare the ft,.rpment tIm,to We un sperl%d Aeran exc;apl 18 ASSIGNMENT,CUSTOMER SHA.L NOT ASSIGN OR PLEDGE THS AGREEMENT IN WhOLE OR IN PART P.OR
wdn rhe pfnr✓,r-e,ransnat of CFs Cusbrif,shad veep the Equrpme,l Pee and Aral of all arms and refs eher Sian SHALL CUSTOMER SUBLET OR LEND ANY EQUIPMENT,WITHOUT ORIOR'ARiTTEN CONSENT CF CFS CFS may
data,n tavnr of CGS Cus°air's tegaF ram£(as set u,M ds f»nstduert dac'..m>^ts rued wth LRa aupf0pnate 9evamra£nraf pfeda,of a.sr,the Agreemerf C mlomer agrees trial d CPS'-2rsieas:i n Ag'eemert,the assignee wrl^ala€ale same
off"in heraa Try rmrsdxWrr a'crganeatt3n and strJl exradtNe clic¢address e!Cu.mrner are as r,qh-s aad be-ef(s that CFS firs now ant will no,brae to t'arlimn zrty-fc—obligations which CFS of Ps desrsees shelf
selt Ionnhemi^c_sbfirerspatptovde CFSwithwntl�n ate atza tMaly(30)daysp'o(toenyttangeof,;Eega)raWr corltr..etof;Erum Cbstcmeragfeos Mai the rights c'Cre as(gneewTeo•tmsub,.ec!to ary:laums,do'enses,ofset offs
&let eemli'veOffice address c'its torn o'.urganna;rn(m&Iduhg WL.,T l u,trier-cs yvrsdwNhn cf o•ganr:s:qn)aidma; trot C,s.amst ma,nave against CPS It Custamer,s gvcn Police of any sed mtostor,CUSLail,agrees dsoc petted
execute and de'vaf W Ccs larch do[.;mme,as rayaned of apprormte if•erem,'b pay daecdv to ire assau,±c;all or any pad of'he cmx>,xts pJ)3oe hereunder
9 WARRANTY OF BUSINESS PURPOSE.USE;PERSONAL PROPERTY;FINANCING STATEMENTS.Cistorret t9 RENEWAL,RETURN This Agreement a09 a_:.nat>a ray renew on.a m."4o wonth;as s at the cart Pa,mert
wp'eselY ani wmairi5 that the Eqa pmem will not the used tar personal,fam3y orhnusetroid purposes Cuslo n,shag amount rico freruonry units Cast¢mer at'east sxly r80)days before me erd of the sc,hadnefl tern(,any re,swal term
CiDn"%y w'h 19 saws a mg,naIlmS•elo"ng In Mo use and sam'anance a the Equipment Caetanier shall,put core Equipment scrds to CFS wheat,nuox that Customer rf rs flat want to renew Ills Ag,arfmit and at the and of suet,term:evr^s the
only W the use corferp'ate}by the mar,,bbhaen The Eq„Prp-nm shoo mmale prism,.)prope•fy r£gatless of wbetter,t Equ,p'.en'as proydad aelaw Unless this Agreemrrnt autanarucalty•¢news a Cbslnmer purchases the Eltimmen'as
becomes atrced to real property or peraarenty fasts upon my raw xoperfy a any vnpeasanari t0 real property C'es ner plo,dad,.firs Agicene^t,CuSumer shag,81!he Imrimalro of this A.g•eemam,return Lpe Eq-.Invanl a(rs ad-¢nst and
aull'ofces CFS land any third party r,g ecru"dosrgnated Lw CFS)to axe[u'e ma,$a(a)r-_rAr MN stalarnw is ed run ig exp[nso,n yard opemhrg oxd,z n orot ha,wear and fear rasuhvrg Por pn0per use exvep'ed,W a)ocaDpn spaelfied by
he,nietest o'CFS n the Equip ren{(rclacing forms comaa,V a breader dc•.,!rpt m of the Equ pmaxit than'he desctigca, CFS CFS may cha'ge C.stsm,a febam Are egte!to the Greater 0f one Payment o,$250 fpr the p•rxess r of tecdued
set fent,herem''n;wri[Y'latxti sla'omenls n respect ifmiev,air}joy emesdirenla menib,and Customer urevoraMy Equ z'nen i{far any preop CLslun>er snap tay iC foGm:ha EgdrJm'Mc»CrS as prore£d tern.>:,Catorror shad pay b
v.a'res a^y ri if wl.ctf the,wof CFS,tun demand one b;i'rg p arm's Psrmwal fix each ur nq period m:arena tele¢"that sirkr felum is delayed Custom¢•
18.INDEMNITY Serra l;Dealer is 2spavnfe fc'msbt:atcn Of'he Egwpirml-Costc'aer shag•aemc.rss US fru and shall rembi se CFS to,any ae6--tc,imed by CFS to put,Lie Equpmenl,^gond ope2ratg cur d1cn
dere^d CFS a,ia.rst ary Uem fr losses ar it Lsy caused by the Equy noel'Fs Sector shad sl,n,:e lernratmn of ms 28 PURCHASE OPTION C,.sigmer auy,of ary Eixe,..p¢n SOdy 560)nays'4rey3Cab,`a wnPer acPxa pufGose a:tt;ut act
Agft¢ment sus MW a4;'bo Egwpmsrt of a prix OR;at to Me sum c`{)air remari-rg Paymmvs,Elvis f>)°e ca»Market Va,.a, uaualice)
11 MAINTENANCE The charges esfa.tzhed by)ars Ag•asfaer,1 nr31de paymefrts to;Wfvfcas a.d saPV*s,and Sery� any applicabe taxes,expenses,o-eli g,and les Frit Furpos£301,11,4 Ag*£emoill"Faz Market Value'll all 3e CFS luta l
a,oviral s h soons,h'e'of p%v'af ng t o senrwxs and sapp=es des:;»ed in Se v x and Supinws'.naud£d above in ens a(the I nil C,rsbr^,er nn::f<_s CFS of rte vier[to Nr hase d a Erij ii i Upon proper•at vo and payment by Casiamsr
acimnimep.,1%Semze Pander's'arm;and cmd*ns Of,mich Customer aunineedges fecerpi Un'as:oMomrse of Iva amcadrls specified above.CFS slug transfer the Egr.pmant to Gestame('AS4S Vv HERE any tepresorlaton
ind,ca:ed a,,,page I a•Scrpffuio A,Customs,aut5awAs Sef VP Pm naer*a ase the,mageWARE Remote feature of he or wami'll,whalsneve(,except fc r hde,am hM Nfeusr enf shot istmG ate
Eq.romend to re[er.2 so5wafr at a"-s a'o1 uansmft se a,d oenarr data accu re lateir by a e Eq,z. t aver Customer's 21 DATA Custa seer ackrvnikdyes'nat the hard dle„ S)on the EaurArn^rt,ml.drn7 at x[hed perces,may'ebo,rmagoe,
nanvgfk by rears 3f 3a HTTFS pr¢t?ce7 and to sl ue,aaa yxe a'+c.>e s.rdh costa l x.fpnaas relaf£d b r,rm(aag Lia cor'ent d•other data dal e,stwer may s-ue for Priv- ms of Iemim operation of Ile Equ pm-enl(`^ata i C"bilrer
Eq.srncrl and oradfrct rmptavafaeri Custattef acxcwsnrdges'hat Cte charges set fo•t on page t and Sched;,e A ae acimile"dges Ila[CFS is rot stomp Data 0n baha,of Customer over gent exposure of acerss:n the Data ny Sen x
cont right an ate coahnued use of i:'nageNARE Remote carahg Me te,m it Ceslonef,at any We disconnects,disables o- Pm,x:u orCFS it any,,Palely,i^r-iderfal to die sure e s perk-ied oy Seivee Provider and CFS Nent+a(Serrre Pinvder
9taus aWess to his hatwo,Serrco Pfcrader may fmmajeo the diatges to,Sm Pens by five percent 15%1 for any nor CFS r u any of tree affiliates has a.nh(rala-a is erase or ov iewme Data upon CuVmrlei'>feLm of he EquiemeM W
a:ttsarent lo'g'ic purxxi'si wfnur sfrcr'sartfa mmavis rani-upetata?rs i'Secs.Pmrder d(xs^oi mupm.torreip me'er
tead_rgsfm•a Cusfor,ar Custamo•s(u'dl ray rmaaxsdm?reF,l SemCa Fros.�+,zs'[asimafes of na'ar BadNfcJs Service CFSCusiemer rs sciaiy msl+0ns.tra for(A)scorptsance wiM app'.ta�ty.l3sv atd taget raquuem£rm pefanrry+o dao
Presder or CFS may yen'y it a accuracy of any^m'er readmgs fm n time to tura an:allose Cus'acrr�r'w any sr3ftfbb in d£ prvacy s(r,�e sewhPy inertia.aid ptnlmw.and(6)x.11 to emsmg or menrn mq Daa Wsthoul Gm hay
ren m.nee Cusramcr shag ase•aasuaabe care m hand uvg and ofheaat,on d it,+*EquTm-"i Service Plo-ral shall Rave Ire the lo;eso_ig,I applicable.Cestm,er svri:d Iq,o-,-e the Hard D,'u Dm'e(HCG)data close Ljlcbflmf ty that's a stnnda'd
rghf'o UWA Ile atuna'ont Eii"er i at any ane dumg die:elm d this AGteemenl Ceslomer scimmFecffie-s that CFS will fea'ue On certain Ega",me•d andhA(i)prlor W rete.',a a0+erdrspostwre at the Egueoment.rid¢¢Cie HDO(or comparable)
net be teWas,Me tar any service,'ep'airs,Or mastemnee ofd-F%preeri wheh�r provided fix m Mc Agarfne.,w m any I£fmating Puegtnan(whits nay b^mtetmd m as"r:wlied tui Qata'S£N_^^gs'tarcton}Ainure anthe Equrpmsm'a pehfCrtn a
otlwogmamept m,wa fr Sr,,w Pr tdet and CoS me,rico[tat d Gasicmer Has a dtspuie ragarJarg it,.*Eqa p,rant of K o roe pass overcame ci 03M ar,,I Ceetamcr has llvhef sora.nty ratio cements,Customer may fi=ljaser tram 15 Cavan dealer at
ma,.le,y;r„a Ithaor t,Costumer shag contnae W pay at cha•ges due ender this Agreement wrttout deducting or wPtiruid IQ elf rant rales an apinopnale opoon for to Epripmer!L mhrh may„dtde,'a)an HOD Data Encryption Kr opb£n wtC.h
ary amounts drgurse,eent,on before n is writen to the hard dnNe wMq eeayptnn a'gadnms,{b)an HOD Data Erase K Mat.an
12 TAXES,OTHER FEES AND CHARGES CUSTOMER SHALL PAY AND DiSCRM431:WHEN DUE ALL LICENSE AND pei P to a 30ass overvrfe of Data ffor Egb+pme-nt'Iot containing data"Se as a stanela,d feah-reI,a(r)a
REGISTRATION FEES,ASSESSMENTS,SALES USE,PROPERTY AND OTHER TAXES AND OTHER EXPENSES AND repwateme^t hanidma(narlo•t tate Cusfarei s.a.3dT+o'Pe'N dtsifOy lrk'epiarad hart r3ts'a1 Cvvomershaiimpammly
CHARGES bgeDwf p'ETn ary appfraWe pCrathes n+emsk amJ admnrsraGra lees frcw or at any lore imiCsed upda any Service Powder CFS.men subsorafres duetturs,offrers,emJxh}ees and agents hum znd agar^stony and ag LoSts,
F.ughmart,ere Paymtms,0'Cusfam£ts pertgcmalxa nr nen-ydomunte at Its a"igano.s,'ieror.:de'wheher payable by ar expenses,ls,atr gibes.Norms damages bssos.udgm,enS or fess Ird hyu g reasonable atbimeys fees)murip ar neat[¢;to
assessed fg CFS a C.,shamer It Cdslomei fad 10 pay any sr t fears,awas5rrartu,taxes,exberices of chargee as req:tad the storage,trarrsrulasa:n of destrucWn oft+ae Dma T`s section survives EefnrmaNan or exViatka;of this Agreement 7,e
here me:CFS hat have the rgh'butt'xr)the ebrg,ahen to;try tro,e fees assessments,taxes,expanses and dromic[and forms of Drs seam at all aol govv mi rs to Da'a,noUrthslandmg Oat any prayssgns of ins Agreement or any separate
Custame•shop brompffy Iumbure CFS upon demand,10,9 such payme'lls Wade Parrs adrovs stsa via fees end cost, I any om'da Ally rce data scavtty or edict ag(eettreait nary r,hilmaPer erlwed ado tetwee.Custom¢SeN ce Paa ider Ord CPS
Customersck,x:wtdgts Oat,'*.here reruued by trw CFS mal Ate any noises and pay persona)DraperyPates lav�'C on ft apples.of car d be wshn coy to apply N Dat
Equipment r ustdmef shaf re mouse CFS far the expense of such personal property loxes as raced by CFS and pay CFS 22 MAX-MUM INTEREST,RECHARACTERIZED AGREEMENT,No Paymenl s Inferdad to exceed the maximum amount of
a p,aessnp fee not 0 exaCCO 550 per pea,per new of Egapmsrl that s sit*ct W uct,tax Castame,agrees 1ra1 CPS has mlerest o=.Al-,d to be charead or coGeded by apps—w idwsi.and any such excess Peyrre,t,nP Gc aper ed 1.p y.mb
not,aad wil a t,—d."ax advice m Cusfome,and that payment cd such taxes-s an 3d mrsbanve aet ON THE DATE OF dJe tlai`>r thS Agreetrnnf.n(,'dPF<k ofdM p(IndtaP.tyu afxl bfaiaaffer era,P#i refunded¢;iris Ag(eemem r fN:ha'<?'erz?d
THE FIgST SCHEOULED PAYMENT AND THE Chi E OF THE FIRST SCHEDU.ED PAYMENT AFTER THE ADDITION OF at a wnJ2ixral sa'e or Pear„Cusbmuf Hamby grana to CFS,ds ccrxx•sst'u aM assgns,a stnvrty mferest m the Egsgment
REI BURSE CPS OR 171 ADMINISTRATIVE
D SHALL PAY TO Chs A DOCUMENTATION OSIS FEE,:N THE AMOUNT OF SSS TO to secure ptayn-�ari and fedc-ria-loo of Cuskhmer scthagatiuos under tf~s Agreemeol
REIMBURSE CFS FOR ITS ADks Set T cast An AND RECORDING sW-,dIj COSTS
t7 INSURANCE C¢40fite',at YS sol Last aril erntrse,shag,dutrry the tempfrafwfimiudmg ag fefrewafsatd extensors, 28UCC 5-ARTICLE D,NA,TICLEROOOFFSET.(a)TM AGREEMIAL CODE(-UCC ASAND CFCfL ENTITLED TPAT
obtain maintain and a tartar)mr mice aost the;oss,Oeft,of dare u the E rorntmt tot Ile 10-replacement vein TERES L.DEFINED,N ARTICLE ZA OF THE UNi F A I SSOR COMMERCIAL ('UCC IA AND CFS IS ENTITLED TC ALL
pay ) `g 'mel �f RIGHTS S,PRN LEGES AND PROTECTIONS OF A_18 522 UNDER A FtNA4CE LEASE CUSTOMER?des not
p
Marcor and(n)mnpmhensne pi sab;.Py and pmperry damage nwrance 1,8 sudr msurar(a shall provide lure ded.�9lo RltiH7s AS A LESSEE UNDER Lf;C 21,SECTIONS 508 522(b)U aro Equrrr,wnt e,rot pappudy mstaged does not¢ptrata
not exrendng 55000 aro ts•n torn IN 3emmi,ami m;Jh mmpanrets sebSISIV(y,1n GFS Each"Iztaer amACIIN S"'i as.cpmsarted of wa.7nred,of is unsatd3dory lot any reason Csswrner shah make sich e;e m sWeW oyamsi foe<_eppAer
hnsu2rce shad name CFS as adiftonal wsr.rei and ,payee and provide CPS M try(30)dap.vrlten mace oofae fire dealer ar manafzrk.rer Customer waves anyav3 all exalmq and suture caimsand clfsels agairs'any Payments cr other
p¢fxy n quashtn¢hail nwlertaUy atared n(rar+c£!ed Cus'omer shag fury the fxami,:ms for sur„ti m5nrance shag tic
nesponsiberora7deuijet,rpotons thereof,and s'falldeNecte;hlnales oroCer evduace of msufarw I,CPS,Theoffset sduo.--defthe yaenscitand Crizlo,berol agreesapay sr.Yh Payrenrs and o'J>'t'[narges,regart'ess of any
proceeds cisuslh v's,.rrce,at C-a opiswr et CFS,s.sal be appow to(a)`epleue Ortega f tae Equipment,of r,)WY CFS Lao 2 G cr GOVERNING
Nhoh may E as,WA by CfOFJUr ea en pis aehaii
-Rortam,ng Rental&a.'a.ce'yrh4lr ra<ag be rte sum of(,)at,amours men nomad by Custome'to CFS„noir this Agreement 27 GOVERNING UAW,VENUE,WAIVER OF JURY TRIAL THIS AGREEMENT SHALL FCR ALL PURPOSES BE
pfns I,)11,e vat.ecfaflmmpm,.aq Payments for theft:.;ten of this Agreement p;r�{m)tne Fan Ma'RetVa.+e cfh< DEEMED ACCNIRAGT E1dTEREC iN:O tN T}iC STATE OF NEW JERSEY THE RIGHTS Or-HE PARTES UNDER TN15
Equipment(as deEi,ed refer) rLrus,(v)axil,a,pircatth'axes,ex,•xrrsses cha.g£s,and Ars Fur proposes of deLm;mng AGP,EFMFNT SHALL BE GOVERNED BY THF LAWS Or'THE STATE OF NEW JERSEY AI'HOUT REFERENCE TO
present vote¢order MIs Agreement,Payments Snag 0E d•swunf£d m M'ae rges.:d is per year Cuafamef hereby niq CONK CTO17 LAW PRINCIPLES ANY ACTION BETYyEEN CUSTOMER AND CGS SHAiL BE SROVGHT IN ANY STATF
CFS as G„sWrra''s a'tomey-ua-(qct saety'o make dam for,hew psym£'ll of ani execute and endorse a1 documents OR°EQERAt COURT(,^.GATED IN THE COUNTY OF CAMDEN OR BURLINGTON,4Eiv JERSEY,OR AT C>S'SO:f
chect,s c-dmts iCr any ass rr damage under any s.Zf as.irence po(zy If r vim ten(10)days after CFS request,Cusf¢mer OPTEON,IN THE STATE pYHEPE CUSTOMER 6R THE Ef]ULPMENT a LOCATED CUSTOMER,BY ITS EXECUTION
(ails to deiwar sa,dhcory evidence of SapAsr_trance to CFS,than CPS shag hale the rant,tat no!the oblgalroo 10obtam AND CELNER'+HEREOF IRREVOCABLY WAIVES QBJECTiONS TO THE JLRISDICT104 OF SUCH COURTS AND
nsar0ce coming CFS,1letests m t+£Earn wit mJ am t-8 costs of acrIjeng end manila=f.rr,such wSjitwca,and an OBJECTIONS TO VENUE AND CONVENIENCE OF FORUM CLSTCMER BY ITS FXECUTbh AND DELIVERY HEREOF
mm-hJm Sf fee,to the amounts die kom Customer order lies Agreement CPS am any of Is affx>a'es way,(^aka a pmm,l AND CFS,BY fTS ACCEPTANCE HEREOF HEREBY IRREVOCABLY WAIVE ANY RIS-IT TO A JURY TRIAL N ANY
on the fureggvq SUCH PROCEEDINGS
14 LOSS,DAMAGE- assum£s and zlrft bear'fia pnL're ask d!€ass h>£Bat,O'damagt°H int Equ pment from ary 25 MISCELLANEOUS,Ali iwstres frawfed W pe milled undaf[loft Agreement shall be suttttientr delve-d petsonaTy,sent
cause,ha'soeve"eP.a'h:e upon Palivcfy to Gushnmen No sixty'ass de",cr d3mNe shag fe'feie Customer of ary Ora raC'tnde,pr ilberPietap.E¢lranxms5#n,or.390d La S00 party at he address Set bmh m In a Agreement oral arch
pb gatoruneer hfs Rgrc'e'nert in iho esarri ordamago to ary Ecyu^,me.l Cestemerana'mrmadu`e3ympac such damage otter aodfera as Such pa'ty may desgnata in in tog lon,brie to hme Pry notce from CFS:O CiVor'Ier shah be eUL'[Ir£
at Castcme(s exc as£t€arty ErLnpmenE u lost,s!den,or damagod bayrmd,epa r,Cutom£r at the 0ptran 0f CFS,wFr{a) three(3)day, be,d has hue,depes,ad in me mad,dally addressed All suet,,ohees to CPS Com Cu3;fOm3f shalt be
fepate the same with fixe equipment m a cru drt 0p moaptat'a to CFS are ca,vey ceaf t Ile to sur^gLipment W CFS(ao•` epectve ager rt flab Le• latv,ed,,a J S[,tat,express[revery,faesm,a a•Other e.ectmair uapsmEssKon If here S-1-Id
such ogaipment*rt btoome'Egtupmerr'and be subtest to the terns of this Agreement),or(b)pay CPS the Remaining to male-Aon ono party eacabag firs Agre3mert as Customer,al,nbtxgaln,s to be pedorneo by Cus(orershaff be the joint
Rente'Ba area,Upci CPS moemi o'he Remm ing Rental Balance,CPS bha'f bansler t•e app'cable Effotpmenl'o and seviala l at:'Cy of a l su(h padr£s wmanPas,and rovotan4 angor it,s Agteemeri stall
CLstorrer'AS'S,w*HERE IS'naf ut any•erimsentfon ur eraranly,Whafsoevaf except to,We,and`His AgmefienP shat, surine the do'pury aro ratum of the Equipment.Any prorlsim ot'his Agreemert Thai may be oerarmred by competent
term^ate wan fas;-ecf is sech Equipment temot,to be pmhtbiee or t,renforteable it,any pEnsucLor shad as to supe ransothat De,retfeOMe to Ire en+:^t 01 such
15.DEFAULT Any of file fa rowtag events or rcndA Na shag const luto an'E:•ent of Defau"under file Agree ren*(a; prop b.lon of anen'arceabddy wrtho-_t mva(da'Cg arc rea,ammg pmwsrns cf his Agrecmenf No such prohloiaon or
Custom.',r defau€•snl'te pev"M when due of any rdebt:rcness of Customer to CF5,whether or rut Anstng under itu anenlertaab.iry rn anyNftsdruuo^shalt invalidate render unen'otteabes.fth prays 0,many a?ne•Iu.idiche CusA,mo'
AOreemen',n.thml^ol"or de'a'd uy CFS(b)Customer of any guaranarr of Gas`orref S alligators bmt fider agrees he GsS may nsa4 m ss^'Y"^fdrmaiun of carrel other*ormabon gT INS Agre3m£^t nc idino Lie Equipment',
('Guaantoi7 ceases dung busiest ata poing a'rtam,(0)Cr:stoma of any GuaanMr becomes instyven'or makCg an dW,ptwr,seal numbs•rad�wtun,and care"anns to Customer's legal narrr,otherwue,I*is Agreeirmt co.am,rhe
ass Jnmah`10,ho benefit M motors td)s ae:1r(n pr lrcrceedmg s food by or yhrst CuVomer dr all Gnaranto•under any eot'e an,ge,re nt between S,otpme,a^d CF$and no mud3-zatons of t,.s Aq,wmrnl shall be electye uMess m wr frog
bankruptcy or,ns0lvcr_ry far:;P)a feeeavar,trustee,conservator,of Lgwdafom a appom'ed fav Customer any Guarmlo-,or anp sxgnad by ha paNes C.s gmcr asre£s ihal G'S nay axap:a fac>,m-a£r OlPer e ecirop+c trarsmisstcn at this
any n'[heti propery(1)any stetemert rep'asellefro or warranty,rade by Cdsfunref nr a•ry Guaampr'0 f.Fsa.ixorceli' Agteemamo arry Acreplante Cerhfrale as an ora oat,and that facsch�e of eiectmnz'a ly tta'ismttled mpesofCustomers
any materal Moped,or(q)Custo,rar of ray Gua'anta who s a^ahiell pe-son dues signature w A be tma'ed cs an orgnal ran 3l purposet
18 REMEDIES Upon the.appening ofany one or mom Everts At O3faLb,CPS shalt have the,gitto axerose any nae cr all
of lie fc-'omrg•0mrd,as(wach snagde ramulatve),s Tuttan£ousiy a se'vady and m any c,ler(alto requin,CJs'cmx•a
CFS 1079(03x18) Pege 2 of 2
Ual
Caren Financial Services, Inc. Addendum to Agreement
for Application # 1813321
WHEREAS, Canon Financial Services, lnc. ("CFS')and Town of Southoid New York('Customer")gave
determinec that it is for their mutual benefit to enter into this,Addendum ("Addendum")to the Lease
Agreement(whether designated a Lease, Rental Agreement. Iviaste^Lease, or otherwise',("Agreement")
for the lease or rental of certain equipment("Equipment")
NOW, THEREFORE, for good and valuable consideration, intending to be legally bound„;he parties
hereto hereby agree as follows
Capitalized terms used I erejn but not otherwise de�ined herein shall nave the respective meanings given
to sucn terms in the Agreement It is expressly agreed by the parties that this Addendum is supplemenmal
to the Agreement and that the provisions thereof,,unless specifically modified herevi, shali'remain in full
force and effect arid,shall apply to this Addendum as though they were expressly set Forth herein
In the evert of any conflict or inconsistency'bet+veen the provisions of this Addendum and any provisions
of the Agreement, the provisions of this Addendum spall in all respect govern and control-
T'ie terms and coed tions paragraph(s)in tte Agreement(CFS-1079 03118)are changed as follows.
3.PAYMENTS: Paragraph 3 is amended by deleting the fourth and,fdtrr sentences in their entirety and
replacing them with the`ojlowing "During the initial tern) the Monthly ease Charge and Per Image
Charge will be fixed, no;vever during any reiewal period the Monthly Base Charge and Her Image
Ci.arge&are subject io increase pursuant to Service Provider's terms and conditions."
10. INDEMNITY: Paragraph'10_is amended by deleting the second sentence in its entirety and replacing
it Mth the following ;CFS is not responsible for any losses or in,unes caused by the nstaliation, removal
or use of the Equipment except those due to CFS'gross negligence Custome,agrees.to reimburse CFS
for and defend CFS against any claims for losses or injuries(including attorneys fees and costs)caused
by the Equipment"
17. LATE CHARGES;�EXPENSES OF ENFORCEMENT: Paragraph 17 is amended bydeleting the first
two sentences in'heir ent,rety Custo-ner will be late charge exempt-
CWorrier agrees that CFS may accept a facsimiEe copy of this Acdefrcum as a r original, 2nd that s:-on
facs.miie copy will be treated as an original for ail purposes THIS ADDENDUIvi SHALL BE EFFECTIVE
"JI-EN IT HAS BEEN SIGNED BY CUSTOMER AND ACCEPTED BY CFS
CANOWFINANCIAL SERVICES, INC. — ;TOWN OF SO HOLD NEW YORK —�
'By. y - I
Tale: Frl e N,
Date T,t e
'By.
i Pr;p ted Narne._
CFS T
tie
NTffJ tris
Appmved l3yS55
Dale to-t•t9
67;11 .
CANON FINANCIAL SERVICES,INC. el-CFS" Municipal Fiscal Funding Addendum
RernRtance Address 14904 Collections Ce-iter Dr
Chicago,Illinois 60693 800.220200 Cf S' Caton Number
CFS'A reement Number
A reerrent gate
GOVERNMENTAL ENTITY
Complete Legal Name
Southold New York,Town of _ ("Customer')
THIS MUNICIPAL FISCAL FUNDING ADDENDUM ("ADDENDUM")WILL BE OF NO FORCE OR EFFECT
IF THE CUSTOMER IS NOT A STATE OR A POLITICAL SUBDIVISION OF A STATE WITHIN THE
MEANING OF SECTION 103(C)OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
Customer warrants that it has funds available to pay Payments payable pursuant to the agreement(whether
designated a lease, rental, master lease, or otherwise, together with any schedules, the"Agreement")until
the end of its current appropriation period and warrants that it presently intends to make Payments in each
appropriation period from now until the end of this Agreement. The officer of Customer responsible for
preparation of Customer's annual budget shall request from its legislative body or funding authority funds to
be paid to CFS under this Agreement. If notwithstanding the making in good faith of such request in
accordance with appropriate procedures and with the exercise of reasonable care and diligence, such
legislative body or funding authority does not appropriate funds to be paid to CFS for the Equipment,
Customer may, upon prior written notice to CFS, effective upon the exhaustion of the funding authorized for
the then current appropriation period, return the Equipment to CFS, at Customer's expense and in
accordance with this Agreement, and thereupon, Customer shall be released of its obligation to make
Payments to CFS due thereafter, provided: (1)the Equipment is returned to CFS as provided for in the
Agreement; (2)the above described notice states the failure of the legislative body or funding authority to
appropriate the necessary funds as the reason for cancellation; and (3)such notice is accompanied by
payment of all amounts then due to CFS under the Agreement. In the event Customer returns the
Equipment pursuant to the terms of this Agreement, CFS shall retain all sums paid by Customer.
Customer's Payment obligations under this Agreement in any fiscal year shall constitute a current expense
of Customer for such fiscal year, and shall not constitute indebtedness or a multiple fiscal year obligation of
Customer under Customer's state constitution, state law or home rule charter. Nothing in this Agreement
shall constitute a pledge by Customer of any taxes or other monies, other than as appropriated for a
specific fiscal year for this Agreement and the Equipment.
The undersigned represents and warrants to CFS that all action required to authorize the execution and
delivery of this Addendum on behalf of the above referenced Customer by the following signatory has been
duly taken and remains in full force and effect. Customer agrees that CFS may accept a facsimile or other
electronic transmission of this Addendum as an original, and that facsimile or electronically transmitted
copies of Customer's signature will be treated as an original for all purposes.
ACCEPTED
Canon Financial Services, Inc. Custo er
By By r - 40
(J
Tine
[Date Ule
CFS-2020(04,116)