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HomeMy WebLinkAboutCanon Solutions America, Inc RESOLUTION 2016-404 Qac ADOPTED DOC ID: 11836 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NG. 2016-404 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON APRIL 19, 2016: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Acquisition Agreement Lease or Purchase between the Town of Southold and Canon Solutions America, Inc., in connection with the lease of a Canon IR-Advanced 65551 copy machine/scanner for use by the Police Department at a monthly cost of$300.00 for a period of forty-eight(48)months, subject to the approval of the Town Attorney. 0"t?, qaer & Elizabeth A.Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Jill Doherty, Councilwoman SECONDER:William P. Ruland, Councilman AYES: James Dinizio Jr, William P. Ruland, Jill Doherty, Scott A. Russell ABSENT: Robert Ghosio, Louisa P. Evans ACQUISITION AGREEMENT LEASE OR PURCHASE *N atici €a9 DPA` CANON SOLUrICNS AMEWCA S053870&01 Canon Solutions America,Inc ('CSA") One Canon Park,Melville,NY 11747 (800)613-2228 Salesperson I inda C Lehman Order Date 4 18 1 2016 Customer("you"): Customer Account 1047792 Ship To: Customer Account- 1047792 Company SOUTHOLD,TOWN OF Company SOUTHOLD,TOWN OF Address 41405 ROUTE 25 Address 41405 ROUTE 25 City PECONIC County SUFFOLK City PECONIC County SUFFOLK State NY zip. 11958 Phone# 631,765 1891 State NY Zip 11958 Phone#. 631 7651891 Contact Lloyd Relsenberg Fax# Contact' Lloyd Relsenberg Fax# Email Iloydr@southoldtownny gov Email Iloydr@southoldtownny gov Least:or P46hasta:. • I ® You agree to lease the items listed below or in any addondum(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) _ ❑ 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 amom Periodic Lease Item Product Description Qty Unit Price Payment or Code Purchase Price 0295CO02 IMAGERUNNER ADVANCE 65551 1 30000 0124CO01 STAPLE FINISHER-V1(CANNOT BE USED WI iR ADV 85051185951 1 Included 01660002 SUPER G3 FAX BOARD-AS I i Included 1972VO73 ESP NEXT GEN PCS POWER FILTER(120V120A)XG-PCS-20D 1 Included 2966V466 IR ADV 6555165!75 INSTALL PAK 1 Included 2368Vi 20 MID VOLUME CONNECTIVITY 30+PPM UP TO 79PPM 1 Included IntSupplies Pre-install supplies installed In machine 9 included This transaction shall be governed in all respects by the Terms and conditions of contract#CP-002-13 dated 10-9-2093 between Canon Solutions America,Inc.and Dupage County and any terms and conditions which conflict with,vary from or supplement the Agreement terms shall be deemed null and void. Payment Terms Other Requirements Subtotal from 000 Supplemental Addendum ❑ Check with Order Check# ❑ P O Required Subtotal 30000 •- ❑ Net 30 P O # Delivery/install 000 ® Lease ❑Tax Exempt Sales rax ❑ other (Attach Certificate) Total ❑ Credit Card• ❑ Customer Declines Deposit 0.00 Requires submission of secure credit card authorization form. Equipment Maintenance Balance Due Shipping Instructions Customer Delivery Information Customer IT Contact Information Ship Via Name Lloyd Reisenberrg_ EmailIndra southoldtownny got This individual may be contacted for Hours p erari g-LI network connectivity Numberr off Steppss 0 �7 Phone 631 765.1891 Earliest Date for Delivery; 4_125_/2016 Name Lloyd Reisenberg Elevator Yes ❑ No® Special Delivery/Installation Instruction -�- Phone 631 765 1891 Email Iloydr@southoldtownny gov Loading Dock Yes ❑ No BY YOUR SIGNATURE BELOW,YOU AGREE TO ASE OR PURCHASE,AS SPECIFIED ABOVE,THE ITEMS LISTED ABOVE OR IN ANY ADDENDUM(S)TO THIS AGREEMENT YOU ACKNO°,, DGE RECEIPT A COPY OF THIS AGREEMENT,CONSISTING OF TWO PAGES INCLUDING THIS FACE PAGE TME ADDITIONAL TERMS AND CONDITIONS , •2 HEREAND IN ANY AD DUM(S)HERETO ARE INCORPORATED AND MADE PART OF THIS AGREEMENT, Customer's Auv hti d Signator Printed Na CAA �lJ� Tine Q(,0�/�t Date I Cl rP ) SLS-004N—Ja, '2016CSA ADDITIONAL TERAS AND CONDITIONS S05 3$7'MOI These are the additional terms and conditions referred to on the face page to which any of their affiliates has an obligation to erase or overwrite Data upon your return of they are attached,Such face page and addendum(s),collectively with these terms the Equipment to CSA or any leasing company You are solely responsible for.-(t) and conditions,the"Agreement` your compliance with applicable law and legal regiwrements pertaining to data 1 LEASE OR PURCHASE PRICE AND PAYMENT.You agree to lease or privacy,storage;security,retention and protection,and(ii)all decisions(elated:o purchasw the units of equipment and supplies(the"Equipment")rind licenses of erasing or overwriting Data Without limiting the foregoing,you should,(a)enable application software with separate support contracts(the-Listed Software"and, the Hard Disk Drive(HDD)data erase functionality that is a standard feature on certain together with the Equipment,the'Listed Items"),in each case as indicated on the Equipment and.or(b) prior to return or other disposition of the Equipment,utilize the face page hereof or in any addendum(s)hereto (a)If purchasing the Listed Items, HDD(or comparable)formatting function(which may be referred to as"Initialized All the total purchase price specified tit the Agreement,including sales taxes and DatalSethngs"function)if found on the Equipment to perform a une pass overwnie deliveryhnstailabon charges,is due and payable in accordance with the payment of Data or,if you have higher security requirements,you may purchase from CSA at terms of this Agreement (b)If leasing the Listed Items,CSA shall sell the Listed current rates an appropriate option for the Equipment,which may induce(x)an Items to the Leasing Company subject in all respects to the warranty limitations and HDD Data Encryption Kit option which disguises information before it is written to disclaimers and limitations of liability in this Agreement You shall enter into a tease the hard drive using encryption algorithms,(y)a HDD Data Erase Kit that can agreenlent with the Leasing Company providing,in addition to such terms and oerform up to a 3-pass overwrite of Data(for Equipment not containing data erase conditions as the Leasing Company shall require,for fixed periodic lease payments functionality as a standard feature), or(z)a replacement hard drive(in which case indicated herein over a fixed lease term as specified in the tease agreement you should property destroy the replaced hard dove) The terms of this Section 3 Delivery/installation charges,If separately Itemized in this Agreement,are due and shall solely govern as to Data,notwithstanding that any provisions of this Payable in accordance with the payment terms of this Agreement You are Agreement or any separate confidentiality or data security or other agreement now responsible for payment of sales or use taxes on monthly rentals if applicable,even or hereafter entered into between you and CSA could be construed to apply to Data if not specified in this Agreement (c)in adoition to the amounts shown in this 4. SECURITY;LATE PAYMENT.As security for the payment of all amounts due Agreement,you shall pay CSA's rates for any special rigging for delivery and to CSA,you hereby grant to CSA a security interest in the Listed Items.To the installation when CSA notifies you of in advance,subject to your approval, (d)CSA extent permitted by applicable law,you hereby authorize CSA to file with the will,at no additional charge,install all Equipment in accordance with its normal appropriate governmental authorities any and all financing statements necessary to practices and requirements. Maintenance and any other post-installation support of evidence or perfecw CSA's security interest in the Listed Items Without limiting any Equipment is not covered by this Ag?eement and will only be provided by CSA if a of CSA's right and remedies under applicable law,if payments are late,you shall separate maintenance agreement is entered into and to the extent provided therein pay the actual and reasonable costs and expenses of collection incurred by CSA, (e)Installationlimplementahon of Listed Software maybe at an additional charge including the maximum attorney's fees permitted by law and CSA may charge you except to the extent included as a Listed Item,and may be conditioned on your and you agree to pay,a late charge equal to the higher of five percent(SDI.)of the agreement to a separate statement of work or other document covering the scope amount due or$10 as reasonable collection fees,not to exceed the maximum and schedule of installation/implementation,configuration options responsibilities of amount permitted by law each party,and other matters,which shall solely govern as to the matters covered 5. WARRANTY OF BUSINESS PURPOSE You,represent and warrant:hat that therein Additional charges may apply for work beyond the initial scope described in the Listed Items will not be used for personal,faintly or household purposes such separate document (f)Support for Listed Software is provided directly by the 6, LIMITATION OF LIABILITY,CSA SHALL NOT BE LIABLE FOR INJURY OR respective developers thereof and as set forth in each developer's applicable DAMAGE EXCEPT TO THE EXiENT CAUSED BY,CSA'S NEGLIGENCE OR separate support contract,and is not provided by GSA under this Agreement except WiLLFUL MISCONDUCT,CSA SHALL NO f BE LIABLE FOR LOSS OF REVENUE as expressly provided herein Support for Listed Software may require separate OR PROFIT,LOSS,CORRUPTION OR RELEASE OF DATA,FAILURE TO purchase by you of a support contract,unless included under this Agreement as a REALIZE SAVINGS OR OTHER BENEFITS,STORATE CHARGES OR Listed ttem The terms of support contracts for Listed Software are available from INCIDENTAL,SPECIAL,PUNITIVE OR CONSEQUENTIAL-DAMAGES ARISING the developers,or will be provided to you by CSA upon requesi (g)CSA shall make OUT OF OR IN CONNECTION WITH THIS AGREEMENT,REGARDLESS OF THE available to you front time to time upgrades and bug fixes for the Listed Software, LEGAL THEORY ON WHICH THE CLAIM IS BASED AND EVEN iF CSA HAS but:(i)only if such upgrades and bug fixes are provided to CSA by the developers BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES of such Listed Software,(ii)availacriity of upgrades and bug fixes may be at 7. CHOICE OF LAW AND FORUM,THIS AGREEMENT SHALL BE GOVERNED additional charge,and(tit)installation of such upgrades and bug fixes by CSA if BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS 01 THE STATE OF requested by you shall be at additional charge. You are riot required to use CSA for NEW YORK YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE installation of either Listed Software or for any upgrades and bug fixes,but if OF ANY STATE OR FEDERAL-COURT LOCATED WITHIN THE CITY OFNEW installation is done by anyone other than CSA,CSA shall have no responsibility for YORK UPON SERVICE OF PROCESS MADE IN ACCORDANCE WITH THE any performance or other issues that may result from such installation CSA shall APPLICABLE STATUTES AND RULES OF THE STATE OF NEW YORK OR TtIE also use reasonable efforts to provide Level 1 support for the Listed Software for so UNITED STATES ANY AND ALL SUITS COMMENCED BY YOU AGAINST CSA, tong as a CSA maintenance agreement for the related Equipment remains in effect, WHETHER OR NOT ARISING UNDER 1 HIS AGREEMENT AND REGARDLESS exceptthat for certain Listed Software,Level t support shall be provided only if and OF THE LEGAL THEORY UPON WHICH SUCH SUITS ARE BASED,SHALL BE so long as a separate software support contract for such Listed Software from the BROUGHT ONLY IN THE STATE OR FEDERAL COURTS t OCATED WITHIN developer thereof is in effect Level 1 support consists of providing help4 ine THE CITY OF NEW YORK YOU HEREBY WAIVE OBJECTIONS AS TO VENUE telephone assistance in operating the Listed Software and identifying service AND CONVENIENCE OF FORUM ANY SUIT BETWEEN THE PARTIES HERETO, problems,facdilating contact between you and the developer of the Listed Software OTHER THAN ONE SEEKING PAYMENT OF AMOUNTS DUE HEREUNDER, to attempt to rectify such problems and maintaining a log of such problems to assist SHALL.BE COMMENCED,IF AT ALL,WITHIN ONE(1)YEAR OF THE DATE m tracking the same (h)CSA reserves the right to withhold shlpmprif of the Listed THAT THF.CLAIM ACCRIJFS THF PARTIES IRREVOCABLY WAIVE ANY RIGHT Items(i)until you make full payment of the total price specified in this Agreement or TO A JURY TRIAL IN ANY SUIT BETWEEN THEM if GSA revokes any credit exlerded to you because of yo..,failure to pay any 8. GENERAL.This Agreement shall be binding on you upon your signature and amounts when due or for any other,reason affe5 mg your creditworthiness or(it) on CSA upon the deilvery of any of the Listed Items All provisions of this Agreement until you enter Into a lease agreement with the Loasiiig Corripdny and the Leasiiig including Sediun 3,whicli by weir nalure can be constiued to survive the expiraiiu'i or Company commits to full payment of the purchase price agreed to between CSA termination of the Agreement shall so survive This Agreement,together vnth any and the Leasing Company If at any time prior to shipment,CSA discovers any related CSA credit application,constitutes the entire agreement between the parties mistake in pricing or Equipment configuration for any Listed Item(s),CSA reserves with respect to the it mashing of the Listed Items,superseding all previous proposals the right to notify you of the mistake in writing,and such notification will constitute and agreements,oral or written No lease agreement entered into between you and the non-acceptance of this Agreement by it with respect to such Listed items without the Leasing Company with respect to any Listed items shall be b-ndirg on GSA in liability any respect or affect your rights or CSA's obligations hereunder.Any purchase 2. LIMITED WARRANTY.All Canon and Oce brand EquipmenUs provided with a order utilized by you shall be for your administrative convenience only,and any manufacture's end user limited warranty from Canon USA,Inc,CSA is an terms therein which conflict with,vary from or supplement the provisions of this authorized Canon service doeter'and provides warranty service under the Canon Agreement shall be deemed null and void.No representation or statement not USA limited warranties All other Listed Items are provided subject to such end user contained on the original of this Agreement shalt be binding upon CSA as a warranties and license terms as are provided by the manufacturer or developer as warranty or otherwise,nor shall this Agreement be modified or amended except by packaged or otherwise provided with the Listed Items CSR shall upon your request a writing signed by you and a designated representative of CSA If a court finds any provide to you copies of all such end user warranties and license SUCH provision of this Agreement(or part thereof)to be unenforceable,the remaining WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,EXPRESSED OR provisions of this Agreement shall remain in full force and effect This Agreement IMPLIED,INCLUDING ANY IMPLIED WARRANTIES REGARDING shall not be assignable by you without GSA's prior written consent,and any MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,RELATING attempted assignment without such consent,which shall not be unreasonably TO THE USE OR PERFORMANCE OF THE LISTED ITEMS,AND ALL SUCH withheld,shall be void;except that you may,as described above,assign to your OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED YOU - leasing company your right to acquire the Listed items and your warranty rights EXPRESSLY ACKNOWLEDGE_THAT SUCH WARRANTIES DO NOT ASSURE hereunder,but your other rights hereunder,are not assignable to the leasing UNINTERRUPTED OPERATION AND USE OF TI IC LISTED ITEMS company and such assignment shall not relieve you of any of your obligations 3 DATA.You acknowledge that the hard drive(s)on the Equipment,including hereunder You expressly disclaim having relied upon any representation or attached devices may retain images,content or other data that you may store for statement concerning the capability,cond hon,operation,performance or purposes of normal operation of the Equipment("Data"),You acknowledge that specifications of the listed Items,except to the extent sef forih on the original of this CSA is rot storing Data on your behalf and that exposure or access to the Data by Agreement You agree that CSA may accept an electronic image of this Agreement CSA if anv,,S purely incidental to the services performed by GSA,Neither CSA nor as an original,and that electronic copies of your signature will be treated as an original for all purposes, This transaction shall be governed in all respects by the Ts&Cs of ff SLS-004N January 2016 CSA wrilracl#CP-002-13 dated+01-2013 cetween CSR and D,Page Page 2 Custome,Int 5 County and any Ts&C6 winch croMict with,vary from or supplement the Agreement terms shall be deemed null and void, COST PER COPY Calla," NON-CANCELABLE RENTAL AGREEMENT CANON FINANCIAL SERVICES,INC, CFS') CANON SOLUTIONS AMERICA CFS-1079 0313 14904 Collections Center Dive AGREEfv'ENT Chtugo,llbnois 60693 NUMBER 50538706.01 t800)220-0230 www cis canancon NAME(COMPANY LEGAL Mill DBA PHONE SOUTHOLD,TOWN OF t Custome ) 631 765.1891 BILLING ADCRESS CITY COUNTY sTAT8 ZIP 41405 ROUTE 25 PECONIC SUFFOLK NY 11958 EUUIPMENT ADDRESS ICOUNTY 9TATE ZIP 41405 ROUTE 25 PECONIC SUFFOLK NY 11958 C,.stomerContact For Meter Readings Lloyd Relsenbera PHONE 631.765.1891 If units at different locations,attach Schedule FAX Covered Images Included Per linage Charge in Monthly Make I Model/Accessory Serial Number Start Meter in Base Charge Excess of Covered Images° Base Charge` Meter Method Black&While 'Color Black&Wh,lo 'Color Biac+c&Whites (Co`oF IRADV65551 10000 0005200 Included IWRemote Term' 4£9 Months TOTALS 10,000 0 0 00520 0 00000 $300.00 Guaranteed Copy Plan ® Individual ❑ Fleet (Totals only required) `Plus Applicable Taxes Service/Supplies Included Meter Reading Frequency Payments held as"Security Deposit" "Service Provider" N Service including drums and toner ❑ Monthly $0,00 Canon Solutions America ❑ Service including drums 91 Other Quarterly {Due at Signing') TI dS Af,RFFMFNT 15 FFFFCTIVF GNI Y UPON SIGNING BY BOTH PARTIES THE EFFECTIVE DATE THIS AGREEMENT IS SET FORTH BELOW TRIS AGREEMENT IS NON-CANCELABLE BY CUSTOMER CUSTOMER REPRESENTS THAT ALL ACTION REQUIRED TO AUTHORIZE THE EXECUTION OF S AGREEMENT ON BEHALF OF CUSTOMER BY THE FOLLOWING SIGNATORIES HAS BEEN TAKEN ACCEPTED AU ORIZED CUSTOMER SIGNATURE CANON FINANCIAL SERVICES,INC. Tide _ —-`-'(-"" By printed4Enad Address TiVe, Tax IDM If proprietor,OOB Date Efrective Date By X Tide Printed Name Email Address. To Came FnancalServices,lit, ACCEPTANCE CERTIFICATE Customarce ifies that(a)ilio Equipment mfemad bin this Agree•rent has been rex'ved,(b)nsfallaton has been co•npiateo,ic)the Eau nment has been exam Red by Customer and is in good operating order and cond'bor and is,in ati resoecs,satisfactory to Customer and(d)the Equfpmenl s,•revocably accepted by Customer for all purposes under th s Ag•eemenl Acmrdmgly,Custttme•hereby authorizes billing urger Us Agreement Signature' Printed Name Title(if any) Date, TERMS AND CONDITIONS 1 AGREEMENT CFS rents to Customer a organized underl;e laws of the Su:a o' ,wldi as chat oxecutive officeat anc customer fenis from CFS win lis place or business at 159 Uadher Onve,Suite 200 Aouni,atirel New Jersey 08054,all the egtnpment rescrbed above together with a I replacemen•pads and subshtubon for and addito is to svoh egmpment(the `Eguipment'),upon Lha terms and condibons sel fc th in this Ren'at Agreement(•Agrez•nent') 2 AGREEMEN r PAYMENTS'Customer st•a Ipay to CFS as invoiced,during me tarts of this Agreement,tor)the Monvily Base Charge and any Porbna3e Cnrsges desrnbed ncrein and ttrt such alher arro-urts prrmihed hereunder es srvrnced ty Cr5 ('Payments')Oros n each twelve month period`elowng the first anmversay of this Agreemen,the Sornce Prowler indicated above has the fight fo mctedse both b)the R'a•th'y Base Charge and to)the Par Image Charge in an amount•lot to exceed rleen percentofsudi charges ba'werem o^fent t^vneatats'y Peale such pnce,raoase In add-on,the fforthy Base Chdrge and Fu mage Chzfolsaresubtecitomvease parsuanito Smvive P�ondeev enrs,A ILid Lens CLslomersoblga'URf6 Pa.,all charges dua uncle•this Agreementand all other oRl(gators hereundry is absolu'a and vnoondNonal and is not subject to any abatemeaL set ofl defense or cmatte2lambr any rrasrn whals�var 3 APPLICATION OF PAYMENTS,METER READING All Payments received sly CuS from Customer tinder n'S Agreement vnll be applied to amounts due and pdyeb a lu;rv.rnclar Jnnra'xJivatty,h,w!or,if,-data et the Lhdrge as she wn on the invoi,e for each such arrvcrt and among amounts hav ng the same date in such order as CFS,in its discretion,may,determine Service Provider shall provide its services and supplies described in the bice•ambled'Servko Supplies Included'abo.e CtMo•ner shall odtuo Serves Prosder of ilia mo',cr recd rigs for the Equipment upon icquesi Cis will fri Per Image Charges monthly br'ess Gal,envy at,is sola discretion 4 TERM OF AGREEMENT The term of this Agreement shall commence on the date the Equipment is delve erect to Customer,pmv,ded Cusiorre•exewles tie Acceplarce Cenrfcale or othcrmse acc9pts the Equipment as specified hater i Alter <capbnca of;De Fqu pment Customor shaII ha•.e no nght to canal this Agrecmen'd.rrng IN farm bored The torr of this Agrenmont eclat end,unless scene•terminated b/CFS when al,amoun's requued to be paid by Customer under this Agreemont have been paid a.,padded and either la)Custo•narhas purdiased ilio E¢utpmentm aCeordaros with the terms hereofor(b)the E¢mprcmnt has been mL+red at the and d the scheduled tori or ienawal'ern n accordance with hie teats I•e•sof Customer ries no ngm ro return the cvpmenl to CFS pro,to the end ofon,schcdu ad term for any reason whatsoever,mdudtrg,wihcut hIlliaUrxi payrwot of Hit amounts due under this Acfeemrmt pro,to rhr*end of 8in.,cmu ilyd farm SEE REVERSE rOR ADDITIONAL TERNAS AND CONDITIONS Conhnued» PERSONAL GUARANTY 1hn rmdor<tgfied(whetter rraa dr main gra sporihed, Gu4rantrrary in crrtarrfrratmn of CAN;Ifd i•MANCIAt SFRViCES NO("fFS')entenrg into an Agreement(togethe•voth any schedules or supplemenk thereto,the'Agreement')with the Customer idonirbed above(`Customer)revocably and uneumerr"ally,jointly drat severally,guarantee to CFS and Its successors and assigns Lie payment when due at all amw•is owed under the Agreement lwlvether at nalunly or ,vpon the occurrence cf an event cf dafaull or othsrvnse)and he poeom'sece ofail promises,obliga'ivns and terns of the Agreement and any other frianaal transacYon between Customer and CrS(coPecltvety,the'l-abibhes')11 Customer shall fail b pay or pe'forn a8 or any pal of the oalr saes when due,Guerra tions shall,upon demand,pay any amour's and take any actcn wgmred of Customer under the Agreement Th,s is an absc ate aid cortrufng guaranty,aM Guarantors'tabs ty wdm d'fs Guaranty is primary and 411 no:be affected oy anysettlement,extension,renewal ormadtaca'ion of the Agrecmcol of any discharge or release of Customer's obligations whetnvornotbyoperationoi'aw If any payrrent ap0ed by CFS to"Lrabil ire;s thereafter sol 3side,recovered or required lobe returned for any reason(roludirg w,hou'limitation the baelsm iy,insolvency or reorganuatign of Customer or any other person),the Leibines to hh on suet payment was applied shall for the pumalsas o'Ibis Gua•anty be doemed to have continued n existence,rotm'hstand-ng such appliat i,and this Guaranty Sha i be elforreable as to such_iabdrbes as finny as d such aMlIcation had Rover been read= Th s Guaranty may be terminated en!y upon sixty days'prof written ooLce to CFS,and such le•frinaron shat iia effective orly as b Uabdrtcs ans,ng under schedules,supplements,or agreements entered into after Ste effecive data of lermina'an and sbali no:affect CFS',agids under Ups Guaranty ansr^g out of to Agfeement er other agreements entered into prior to such date Gua•antcrs waive all damages,demands,preseniments and rola es of every turd and nature,any rights of set off and any defenses oval ab a to a guaran'ar(other thin the defense of payment and perhmnan:e n fill)vnder applicable law Guarantors 6.,rther waive any{g noCoe of the inuamng of indebtedness by Cue timer and the acceptance of this Guaranty((t)nght to require suit against Cus'omer or any otter paly befxe enforcirg th s Guaranty and(Il)right of subruaUwr to OFT rights against Castomer unlli IhA Llabartes are sahs5ed m full Ary{a)rene yafs and extensions of Cmo or payment,(b)release Substitution or:cmpromise ofer•eahzahon upon the Egoipme,lt other guaranties or ary collateral eacardy and(c)exercise of any odsar fight Lader this or any otter agreemen'between CFS art Casio-her a any third party may be made,granted and effected by CFS wittwut robce to Guarantors and wPhout in any manner aFfoceng Guarantors'habliy under his Guaranty Guarantors shall gay afi expenses(mdbd all alitsmays'fees and k•gai expenses)pad or moaned by CFS is endeavaing to coitact the LfabMes or any part thereof and in enfor m g this Guaniniy THIS GUARANTY SI IALL FOR ALL PURPOSES 3E DEEMED A CONTRACT ENTERED INTO IN THE STATE OF NEWJERSEY THE RIGHTS OF THE PARTIES UNDER THIS GUARANTv SHALL BE GOVI,i BY 1 HE.AWS OF THE STATE OF NPN JERSEY WITHOUT REFERENCE TO CONFLICIOrLAW PRINCIPLES ANY ACTION BETWEEN GLARAN TORS A1,,D CPS SHALL BE Bill OUGH I IN ANY SI A I E OR PEDML COURT.LOCA I EU 41HL000NIYU(CAMDUNORBURLING1UN,NEWJIASLY,URAICFS SULL OPTION 14 THE STATE WHERE Ahv GUARAhaTOR OR THE EQU PMENT IS LOCATED,GUARANTORS IRREVOCABLY WAVE 031ECT ONS TO THE JURISDICTION OF SUCH COURTS AND OBJECTIONS TO VENUE AND CONVENIENCE OF FORUM GUARANTORS,BY THEIR EXECUT UN AND DEL vFRY HEREO;,AND CFS,BY TS ACCEPTANCE HEREOF HEREBYV/ANE ANY RIGHT TGA JURY7RIA(IN ANY SUCH PROCEEDINGS, CrS may accept a facsm,e oroihereledmmc transmission copy of tits Guaranty as an ongmal,and famirrile or eat(imically eansmdted copes of Guarantors signatures will be treated as an original for all purposes Pr need Name Signature Ino li Date, Address _ Phone Printed Name Signature (no title) Date Address Phone 1175-1079(03113) 5 SECURITY DEPOSIT-CFS may apply,but shall not be ob,gated to apply,any`$gamy Deposd'specir+ed a;eve to dear may be farad)and(,!rPU=i such E.).d,+rnent and all payments and other syn s paid under this Agreametit or pi)ra rert the anydefaulf GfCus;nrcer it whin puant Custamst shalt lxumptiu rastc•a fn CFS any a,n<x,ni to apphoJ'n noavrrt,haU any Eq�epTNntaMmmvdr titin^.us1<xnar the amount by wTr,'Cttr Rpmainrrg RpPlnl Salhnte rxavais the vaY,a.nt`nhn'sdtu the Seamty Oepos+t eam Wilreel except where required by app9ratle taw Na portrait many Senunry i)er>os'!w i be rofireded la EgulpT--e•tt by CFS`or purposes of to cuial ng to payments untie,into new agreement,or(in)sol Irl Equipmert and recowe CA or tar one'all of Customers oblgations have been toffy perfarmzd as amfess y provided h Sits Agreement fron Customer the amount by wlb ch the Re naimrtn Rental Balance exceeds The•set am:x,rd rete vad by CFS from such sate 6 NO CFS WARRANTIES CPSIS NOT AIdANUFACTURER,DEALER,OR SJPPL.ER OF THE EGU PMENT THE or(d;topursue anyotter remedy perm,reaatlaw or in hluity US(1)nay dispotd Pf die Coaipienttin its then present EQUIPMENT'S RENTED'AS'$-AND IS OF A SITE DES GN AND CAPACITY SELEC"E)By CUSTOMER CFS HAS chndi t h w Toiiowsng such preparaboo arid w oiesbing as CFS deems cam•nahcidgy rsrs43`du(e,(III Shall have tin duty to MADE NO REPRESENTATION OR WA.RP.ANTr W TH RESPECT TO THE SUITASILITv OR DURABILITY Oc THE prapare,or process do Eaugmont pnm to sale,kill)may disclaim wrinahbes of-tie,poscassion,quiet en;oymeni and the 5ka, EQUIPMFNT,THE ABSF NCE Of ANY CINNI OF INERINGF0141I OR THE LIKE,OR AFav CII HER REPRESENTATION and(tv)maycompil ii any app-cable stale or federal law requ reasons mconnection with h dispos ban of the Equpn>int OR WARRANTY,EXPRESS OR IMPLIED W?H RESPEC-TO T;,E e"OLIPMENT TNCLJDING,WI T HOLIT dMITAT ON and non,at e e foregoing a'LOss shall oil deemed In adversely affect The commercial reascr ab'eress of the disposhhon cJdta THF WLIEO WARRANTIES OF kiERCPANTA11K Ta AND FITNESS FOR A PARTICULAR PI,RPOSE Any warah+y w'ifh Fgmpmes(If the Fg4trImerl es not available to(solo.Customer shall be liable for tre Rema,n ng Renta-Balance mrd any other respect to the Equipment made by the supplar or maaurach�r:,l is wrxarta from,and is not a p,et of this Agreement and shall amounts due under Urs Agtaenenl iia Fr Ce bonetf of CFS,Cwlomer,and CFS'successor or assgnee,itany So long ms Customer is net in bread,or default 17 LATE CHARGES;EXPENSES OF ENFORCEMENT if Ci-stoner tars to pay any sum to ba ped,by Customer to CFS ofthisAjIs-nem CPSaswgnatoCustorar.solelykcthepurposeofmaOriga^GpraceciArlanyswhclear,therg^,ls,'i underth+sAgre>menton7rberarethoduedw%CustomershallpayCPS,4pondre•nand,ar°arrruntegrtaitotonpercentat ary wh'G•CFS may have against die sappler,dealer,or manyfaclurer for breach of warranty,or ohef rcle esentabon each such delayed Payment or ten doliafs wmidtover is greater for seen billing pend or portion of a bdtnq paned such icsp�x.brg any rtem dt Fyh.+ptiPid NEITHFRTHF SUPPLIER NOR ANYDFAI FR 13 AUT-IORIi`FD TDINA'VEORALTCR Faymant+s drla}vd,mea:,h case i3 aril e>Jeri permdtad hyapphrabio aw Tae amd.erts apncdsd above shall G'pand as ANY TERM OF THIS AGREEMENT OR MA✓,F ANY REPRESENTAT CN OR WARRANTY W-';3 RESPECT TO THIS liquidated damagas and as or mpsesabon for CFS internal ope•ahng exolnses merited in connection with such late payme'+: AGREEMENT OR THE EQUIPMENT ON SE`1ALF Or CFSS In additor,Customer shall;c.mbur,c CFS for illi Oil,.out Of pa4401 cabta and expome;"ICLn..V in Oxcvdamg a^y atilt;rights 7.ACCEPTANCE,DELIVERY C•istomeYSPxaartOrn'tteAcces'anrpCerhtafe,r,•Cus;nrtvrsproalsiOn'nCESOfather orremedmarmilermtsAgreernentor,nenfcrongany ofCefarm,,orpfwsia`sO'ihisAgreement axL,d'ng,wT°houibmsUbryr, confl-masor,N at acaoG'znce of the'Equ proem,shall condusvely establish Cat the Equipment has been deheared Io and reaso LiVe adcrneys`fees aid exsenses a^d fees and expenses of co,ednn agencies,whedher a no+suit is trough if CFS accepted by Customer P,r at purposes of.his Agteameri and Customer may not for ail,reason revok-chatacreptance, srou'd bnhg cour a3ticn,Customer and CFS agree Mat almmeys race squat to t'wartytvre Doran'(25%)of'he total amount I`Gweve"'It Customer has net, Izhh len days after en Ver✓of IN FquIrlment,it,tiered to::S written nob:P o'Pon- ,Mnt oy CFS shall be dee,ned reasonable for pirpose�of this Agreement rr^iodit3nce of any of the Egcipment sporty ng Me reasons therefor and spea5ca<y referencing fh s Agreement Cdstomer 16 ASSIGNMENT CUSTOMER SHALL NOT ASSIGNOR PLEDGE THIS AGREEMEN'IN WHOLE OR IN PART,NOR shat,be deemed tohavetnevoc,ably accepted'he Equipment CCS is the owner of t•2 Equ•pmert and,srentrq lis SHAL.CUSTOMERSUBLE"'ORLEN')RlYlIFMOFEQ,.IPYFNT,SVITHOl7T PRIOR WRIT TEN CONSENT 0-CFS CFS Equipment to Cr,stoner undar!hs Agreement As between CFS and Custor-or only.dis Agroerent shal s,,nowde any may pledge ortransfe'this ASreement.IfCPS traos'e•bthis A4,semen..the trays'a'eewill hire Ina saw rights aid benals Customer purchase order m 1s enf rely Custorn±r wanes acv ighl of specific performance under his Agreenronl and stat that CES has now and will not have to perform any of CFS'obligations.which CFS or its deoigrees sr*continue to perform field CFS ha,miessfrom damages d for any reason the Equipment is not del vied as Ordered,lxe EqL I,n, nl is The rights of the transferee w l not be subject to any clams deleases or set-oft that Customer map have against CFS f unsatisfactory,orI.!CFS dies not exe,ufe t a Agreemert Any delay n1 de'veryof:ho Equipment shall ria,affect the val dily of Customer is given not co of any such lrsrsfer Cwtomar shalt if so duetted tmrpm,pay deecty to the uansferee all or any this Agro-new part of Ste amici payable I`e1aunder. 6 LOCATION;LIENS,NAMES,OFFICES Cuelomet shalt riot nrova d•e Equipment,mm the locaron spec-fed above except 10 RCNEWAL,RETURN.This ag•e nwint shall 3.-Iomaacany renew on a month I�mon'h oashs 3t the same Payment wdh to lemur written onnseM of CFSCustomer shall keep the Equ pment free,and dear Df e!clex,,i and liens other than ameum,and frequency ur'ess Customer,at least Frilly days oefom.the end of Ye sctisco[ed term crony terewai term,sends these in favor of CFS,Customer's toga)name(as set forth 4,ds consubxnt documents h ed with the appropna'e governmental to CPS written notice that Customer does not wart to renew t'ia Agreement aid at the and of s oh urm returns the Eg.dpmert offoa vraye%y;a set rrh shwa Upa',iPquebf Cusloa)ai w 114-live€o CFS a goal savetj einsficace and staid xibflcd as pmvidto below Cr S stay,cancer the automatic rerexal by,al teas'so,ety days before the end of aril term scnding ansbtusnl d%wnoti's The unsdivion ofGrganziw,and Gndf executive.Gf6aP.address of Cuilemer of-as se!forts here'" Cuslomerminen iolire dial CFS does net want Nis AgraemPmto renew,Ur ess diw Agreement automahcaq Wills or Customer will ret change As same,the facaton or is cxccutve office,ofits corporate Structure(inrud'ng,vr:tipolumrtaaGn,I's Customer purchases the Egmprncnias brovvTd^_irt his Agreement,Custe•rter short at he Tcrmsndbpi+af th•s Agreement, vrsdicbcn of organization)unless CPS Two been g✓lre t'eact a3 days`prior writer notice thereof alum d`c Fgufprca^t,a;its sale cast and expense in goad operating conditan ordinary Near and tear result nq from vo,^er 6 USE,FINANCING STATEMENTS Customer shat Limply w.th a•l iaws end regOttions relaxii,to bite u,e artd use excepted,to a location sp:ci`,d by CFS I for ary reasnn Customer shati fait to return the Equipmen!to CFS as requ red mamienarce of the Equtpment,Cus'omer shalt put the EquipTant only to the use conlempi3ted by the mariufacturor by the last day of the appurab+e I=rm Cistamer shah pay tO CFS upon defri-Id o-ac li lling penes Pavmeil for each billing Customer sumnnzes CFS(and any third path,P ng serve;e resignal-d hl CFS)In expruto and five(a)financing staierenis Genod or prxt n^thereof That such detvery b 61ayeJ evidencing I,*In crest of CPS it.die Eqwriment(hic'uding forms containing a throader descriptor of tie Equipment dPan Il X20 PURCHASE OPTION Cas-o•nermay,at any tale,upoiaxlydays',nevocablewritten ociicepurthaseaI(but not less desorption set forth herein)tib)axdn.abmn statements in resarol d-s•oft and(t)amendments Thereto,and Customer than oil;the Egdpmeni a°a peep equal to the sum of at remaining Nymems,g us the Fair Ma-rcet Value.{+>rte,any app cable irrevocably waives any right to notice thereof taxes,expenses charges and fees For purposes of Pu,Agreement,�arr Market Value Aso'be CFS'ielad„we for like 10 INDEMNITY,Cwtu•ner shah reuTwutsel CPS for and dererd CFS 3gwnst any claim for losses or trlory cawed by the em.ipmenl at Jne'ime of de'110v1131fon,but not:ass than werity percent ofinc tolni D-ginaicostofthe Equipment Egaoment Equipment This Ssctnn shall surfvs tsrtrunatn3 of'hit,Agreemanl rx.r,:hases shalt not be avaraala to Castomer-f a de'au,t hereunder has cGc.rr=ed and continuing Lpon proper nchice and IT MAINTENANCE S•ervvn•ml be pe'formcd by ServiceProv,d,r in accordance wtn Servirn Provtders arms and pzymant by Cistcmiar of the 3mcurls tneoted anrva,CFS shall transfer the Fga,pmert-o Cuslo•ner'AS=S W'PERE-S" co^d,bons,Of wl,h""s(nmer ackrowlodge=rece,pi Uniess otherwise mdhraled ch page i or S.Pgi'e A Customer mthnut any ropreaenatnn<r waranly whatsoever,except or Me,and this Agreement sls'l em`•na(e 3umcrzbs Server.ProviJef to use IN miage'NARE Remote fee, a of the Evinmenl to receive software updates and 21 DATA Customer ach"Medges that the hard drivels)or tie Egmpmcn',me-udirg ai€ached day roc,nay retein'mages transmit use and seni:o data accun`uialed by ane Equ,pmem over Cwtoarrs netwait by means of an H RPS prolooA end to cement of o her data that Castomer may store'3r purooses Of.normal ooemllGo of the ETuipmem(Data, C ls'omer stere•aralyze and use such data for purposes related to serrommg the EQ,t p^tPot and product improvement C.,stomer acknowledges hat CFS is rot Vonnq Late on behalf of Cus'omer and that exposcre of 23cess to IN Data by CFS of Se vice a4vinwiedg-,6wt du uhafgaz set iwer+m pags1 a.,d Schedule Aamwolitejert on the cot aimi•d use of ihnagaWARE Promder dnm{ispvrdy, mxlPtilttn the seh'Ieua psrrrniedby CrS a^d Ser✓Ice Pmrd3r NeiC`cr CPS nor S�ehvMa,P:avider Rerrok,during the le•m If OusTnmer a'any P raft d scnnreris,asaCTes n•denies access to this feabue S=rice Provider may nor any of herr iffilates has an obt gabon to Pries or sve•vrda Data upor Customer's realm of the Equ'pment to CFS ir,.reasa the charges for sou•Items by five paf:znt for any salnsoquanl talimp parted in which suui feature ramal s rah• Customers solely responstb'a for Q its com,113hco with apohcal,ki law and legal roCatamNms pods--ling to data privacy, operational f Sorw'ce Flair cortices not receive timely meter reagngs from Cus'orner,Customer shod nay invoices tial reflect storage,seeunly,re'enl;on and protertion;and(it;ad der.'sDals rented to eras rg or ove•wnil Deva,WiNoul i-m.lrg the Servlva prawder's ssbnv3tes a frteter readntg:Smits,Provider or CFS may venty the accuracy of any meter read nits fro n roiegomg Custonet st ould prior to return or odea disposihor of the Equipment ub,iz2 the Hard Disk Drive(HOD)(or I,"to bet and Invoice Cuuomer fir any shardad in the n-A invoice Customerehili usersasorahferare-n Eardling and dorfarab'e)ionnattrg furitbon(which may be referred to as"r6ahzed AD DalalSe'tngs'f facto t)it Lound on the Equipment operation of the E<3a pnpgi CFS she l raw fit-nghl!astlixhbh toN uev,yf it F.(i6 ti'tiPti:at any ten,during lhd lent'of this fs per4xf^ca1e Pass r,✓eiwme of Cara a,rtCusto-narhas hioe-serainNin gjwemenls,Customer may pi,mhase ifem its Agreement In correction with any•eplacemont of line Equipment by Service Provider Surwce Pm4der at curteal rd as an a,tp o;o iale Option for b`e Equpmenl,which may Include(a)an HDO Data Ercrypbor KI 12 TAXES,OTHER FEES AND CHARGES-CUSTOMER SHALL PAW AND D$CHARGE WHEN OUE ALL_ICENSF-AND oplan which d+sguiset mfor nabrp caters,it 13 Nlten(a the nerd drive wmg encryptcn algondims,(b)an EOD Data Erase Ka REGISTRATONFEES,ASSESSMENTS SALES USE PROPERTY AND OTHER TAXES,AN'OTHER EXPENSES AND dca call pelfrumi up TO a 3-pa3s ove'varder of Data or(c)3 rep'arromord hard drive Itn 010.Cole(he Custromer shou a property CHARGES,together w.dh any appl,cabte penalt'es,interest and third party admmsxahve fess now or at any;me imposed destroy the•enlaced hard dflve) CUs'omar vall mdemn°y CFS Sarvua Provider,the t sabs'dtanss,duatld,,o6+cPrs upon eny hent of t'e Eqh,pmenl Poe Paymeres dr tl,stcmer s cedormarre x non-perfc•mance of tits obhga ons herecndP.r employees and agents lora and against any and y11 costs,expenses,iiahihbes,dal is,eamaga>losses,;udgmenis Of ie>s whether sayable try or as,esbed to CFS or Customer,it Customer Tells to pay any such fees,asses'smen's,taxes,exPerises or (including re2xnatle atdineys fees):ahsmg or misled to the storage Imnsmission or dasbrx bDP still,Data This sdchor charges,CPS srait have he right bat not the oblgabon to pay Inose Zeds assessments,taxes,expenses and cgarges,and survives lerminaLon or alp radon of this Agireereni Customer shall paompty reimburse CFS open demand,for a1 such paymanis made plus administration fees and crisis,Jany, 22.WARRANTY OF BUSINESS PURPOSE,PERSONAL PROPERTY ta)Cubfon at repres oris and warraws filet the Where required by law,LES w-t ria any nobcNs and pay persona,property taxes ovied oh IN"uipmer l Cus'ont r shat Equipment wi'not he used for personal fared+,3r hoLsehed purposes(b)RD Equipme'il shall remain persona property reimhu-be CFS for ne expense of p ersonal property taxes as mvr l-Pd by CFS and pay CES a processing fee not In ex"d regardWnbs of whether it bet.omas a'fixed to real property or ecrnnanerty rests upon any real property or an;improvemen'to $50 or year per Ilam of Ecrpiieiu dvt s_ub,ect to suit,ax C=S has not,and wel licit,render edit advice to Cu:tomer,and real property payment of each taxes is oro admm,asahva act ON THE DATE OF THE FIRSTSCHEOU,ED PAYMENTAND THE DATE Or 23 MAXIMUM INTEREST,RECHARACTERIZED AGREEMENT ho pay'-rtr9 is-ntandeC td ex4aw bre maiumum amuuni ,P,E rlrST SCHEDULED PAN MEN'AT-TCR Iill AODITION Or ANY CCU,PMENT CUSTOMER SHALL PAY TO CPS AN df tine ores rltNerefnt al Cir inures;,as applt;able,pertrxtcd to lis charged o•xdacted ty apF<aL9e laws and any such ADMINISTRARVEEEE NIHEAMOUNI Or:$6570 REIMBURSE CFS-OR IISADMINISTRAINF AND RECORDING excess Payment will b`a applied to payments cue under this ii5t ement in trverse onlie of maNn'y and thereat.er shall to COSTS refunded 1i'hsAgreemsntisrecnaracleruedasacona"It+onelsale or103.1,Customerhereby giants toOdS its,ucoes,tin 13 INSURANCE:Customer,at its sole cost and expense sha t sb.ar,mam'atn and pay for)1)insurance against the loss and assigns,a secdnly,mlaresi m the Fgmprient to secure payment and performance of Cl s'.amcrs on 934ons under Lin NMI,to damage to it`N Frtmp rerl by t,�h It mpfacx'merr✓alar'dloranf and(2)canptpheos ve Tpablir habit ly and Ixaper'y Ag(«omand damage insurance All such insurance sha4 provide for a daduch31e not exceed Pg$S,CCJ and be r)farm and amount and wt h 24 UCC-ARTICLE 2A,WAIVER OF OFFSET,;e,THIS AGREEMENT i;INTENDED ASA*FINANCE LEASE'AS THAT companies sal+sfaotory to CFS Each Insurer p-ovid ng sec),mcasance shat'name CFS as add+bortai insured:.^d loss payee TERM la'DEFINED IN ARTIC F PA OE T UNIFORM COMMERCIAL CODE('JCC 2A';,AND C%$ENTI"LED TO A t and provde GES thx(y days'wiitteh acres before the policy in question.shall De materially al'ered cr arae ad Cuslo-nershat THE BENEFITS,PRIVILEGES AND PROTECTIONS OF-A L£SSCR UNDER A ENANCE LEASE,CUSTOMER WAIVES ITS Pair t'ppaemitmsfor sarh rsi.ranee,snarl be responsible+orals dadurthia para:rs thereof,and shat de5ver re6imtes Or RIGHTS AS A LESSEE UNDER UCC 2A SEC TIONS 5413.522(h)the cquirvnent is not props rw..staffed does or cpe,at. otf•ar evidence of msorancl'a CFS The proceeds u-surn insurance at die option of CFS,shall be applied to(dh+eplare of as represented or warn-ted,oris Onsaesfatiory G•any reason,Cublomer shad make su)i clatm solely against the Sapp-ar, repair the Equfprc✓;nt or(h)pry CFS 11he'Refrain1%Rant1 Balanco'Fcr purposes of theA.grderOnt the'Rams ting Rental dealer or ma^ufacltvin CuArtmet vrenss airy arJ at existing and ha-um hams and offsets agams'a by Payments ofouha Balance'shall be IN sum at.(?all anouils men owed by Costo nsir to GES under this Agreemarl,(s)he present value of all chargas sea radar this Agreement and uncrind,bonaily agrees to pay soon PayTenrs aio of s,charges,regamfiess of ary rema.arrd Paymerds mor die NIT term of sh s AgraemOrt(III)the raw Market Value as defined harem,plus(v)any apphcab a offset or c one,",thy oil assened by Cuslo Der or on beha;f taxes,expenses,charges,and fees.For purPmees of determining pieces!saluo<.nder this Agreement Payments shall be 25 MISCELLANt0U5(a)All rokcns required G•permMad under this Agreement;hal'bo w ficlam dddinefed pcnsrnat y, discounted at six percent net yi ar Customer hereby appnmis CES as Cu>tdmrx'a arr moyn-fact so d y to make claim for, ,ant via far,snule ar ether electronic to tsir,ssion,cr mailed In such pady at Che address set forth n this Agreement.oral such receive pav lent of and execute ane enco•se all dccutie ILS,Lhecke or omits for any ors o•damage under any such atheh address as such party may des gnale it.will rg login a lie cu hens t4dt cors sPm lila u'fe<E ve 3 days attar deyoba n.d•e insurance policy fwffem ten days after CFS request,Customer tads to delwor;at stacto'y ovdehca of sadimsufahce to US mad dutysxtdressed,or upon rehintry,via perwr a'vi express debve+y,facsmia or Other efectroole Uansmis:lon tib) C>S,ihen"I's Shelf nt,vc the fight,but r'of iha duty,is obtan suith insurance at Cusbmels expense CFS shall ba entitled to CFS may acceui.fa;simao aolio(elociremc tansmhss on Of this Agreement or a^y Acceptance Ccrirfwfa as an original «clam any fees 03fred by it Ir Mrinnctmn:vitt any such insurancd rblamad b,t:pursuant le in a Somon 13 and fccstmi,e or electro ncaily tr3osm iced topes cf Customers shgna;ure will be seated as an ongmal far all purposes(-,)No 14 LOSS,OAMAGE Customer assumes ard she I bear the volae risk of loss,theft of,or damage to[he Eqa pineal Nom any .varve•G1 SPY of Custarnevs eh 3aben3,condi Tara or.ovwauls^hat to effective urvass cents.."in a wnLng sgreJ by cauw whatsoever,efrechve upon delivery to Costomer No rt uch'rss,thea or damage shall relieve Ci stofrer of any CFS rmture to exerOse any remxy which CFS may have shall rat constiate a waNer of any co�,yahon v eh respect to which rot V,ion undpf tins Aq•Ne^'tertL in tris Pvrn(ni damage in any item of E ypnioni,N%inmer Sna i viii tply repA•-u„h Cuvromern n«Pfaidl(1)If them stxiuid be mole Inas one party exernutirg Itiz Agreemert as Cusfomer,all obhraPors to be damage 51:USIDT s's expense'f an,item df Ei,u pment is lost,stolen,uv dao-aged beyond repair CLS!O+lier,at the Opbon of performed by Customer shag be tie f,Pt and several,so try of all such pa+4es(a)Cusearmis reprssartadcrs,coarrantors, CFS,will(a)replace Nu same with like oquipman'm a condit3n acce3labie to CFS and co.Noy clear Life to su:h equipment to and corona-its.t Oder Cris AgreemPm she[-Survive tf`e deter,and ret)m of the Equipmest(C,Anv Prov-stun of(his Agreement CES(and suit egu(paieiit will Cecons'cquipmenl`and be sub,ect to We terms of el s Agreement),or in;pay CFS tie whid•may be deternnmed by connetord hi authority to I,probited of unenffxc3a";o in any junse,0on shat;as to such Rerhatrrg 4enai Balance Upon CrS'•ecaipt of!he Rem3ming Rake'Balance,Customer hail be anted to whatever ;msdretlx,be ineffccsve to the extent of such prohibibGn or ummlrtceah,tty without Inva,AJa6ng-te remaining prow-signs of m'efes'CFS mey Pave in the Equipment,en its Lien condr,on and location,wit oit wananbts at any rind, tP s Agreement ND such prnhthihrP or 4nonforteabiTly m any lunsdiCkm,hat nvalafate or rendre,manfo•ceahTe such 15 DEFAULT Any of the'o lowing events at cond,t*ns shall consti,ile or Event of Dari under INS Agreement fj) proves4nmange:har)ui>d1cE'on(g)CFS may meant orcorrect other xfotnaLenonflitsAgreement Ciatomerdefailisin tie paymen when dirt ofany regarding Agreement Number,Phone Ecuipmeni Addrms$ena7Nynbat,and ACH mfa•ma.On;nitianvise IhsAg,eament Agmemant vrificiff notice or dam3nd by CFS,(b)CLslomre,or any G-Aranlo,ceases doing business as a goog conccrin: contsnstheentireZrW90menIbeaq-esCJVomeraridCPSaridnomoddTahonsoflhi,Agreement,hatbee%^,Lveurhsb Customer or cry Guarantor be-comes insolvent or makes 3n assignment tar the berefil of rsed0ors(d)apet-lona proceeding to woang and signere by the parties isfiled byofagainst CuslOmer:xartirG antorrnrdrranyDartnipicynr'ns,6vPnryla.v,;e)arer2-vwtntsfia,r'mservator 26 GOVERNING LAW;VENUE,WAIVER OF JURY TRIAL,ThSAGREEMEN'HAS BEEN EXECUTED BYCrs:N,AND orbquiditorisAppointedforCustomrr.a•iyGuarantor,oranyoftheirpropely„1)any sfalament,representa•ioincxwananly SHALL FOR ALL PURPOSES BE DEEMEDACONTRACTENTEREDiNTOINTHESTATEC-NEW'JERSEY THE made by Cussaurror any Guarantor to CFS's Incorrect In any Customs,or any Guarartor defaults under RIGHTS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BYTHELAWS OF1HESTATEOFNPIN anylo3nora'edd3greement of(htCustomer orany Guaranlorwhoisanatu-a'pctsondies JERSEVW;TttOUTREFERENCE TOCONFLICT OrLAV,PRINCIPLES ANY ACTION BET`INEENCUSTOMER'ANDCFS 16 REMEDIES.Upon'he happening ofaryone or more Events ofDemult CFS shat have the tight toexerrrisearyweti,all SHAL!BE BROUGHT-NANYSTATEORFEDERPLCOURTLCCATEDINTHECOJNTYGFCAMDEENORBURUNGTON, Oi Cie lOil;ening rsrtdins;whzhshsS be cumufalrve}euro tnnn'Lil crsenaly'andin any ordor{a)to dorta'r•Bit trpod NEWJERSEY,OR AT CrS'SOLE OPTION,IP11HE STATE WHERE CUSTDNER OR THE EQUIPMEN I ISLOCA"ED Payments aa1 other amoun's doe and payable under Cs Agreerne'il with CFS rejoining Ste to Lie EgaipPe it,(b)to CUSTOMER,RREVOCABLY WAIVES OB..FCTIONS TO THE J,0SCICTION OF SUCH COURTS AND OBJECTIONS TO -ermtna'c ar,y and all agreemen;sWili Cus'ante•,(r)w`m a wslhoalno've.demand or legal pre.ess,To relakP possession of VE.NI h=AND CONVFNIFNI:F OF FORU`0 EA('H OF Ctiximm=P ANri CPS HER;RY WAiVE5 A14Y RIGH`T'D A R'RY any it,all o`the Eya�prront,rid Customer auf rfzes aid empowers CFS!o osier upon tie prertt sea wherever tee Equipment TRIAL IN ANY SUCH PROCEED NGS CPS 10191C3t93) �' � �� � ' ~ ' Service Provider Perms and Conditions Canon Financial Services ("CFS")Cost Per Copy Agreement CANON SOLUTIONS AMERICA Canon Solutions America,Inc ("CSA") One Canon Park,Melville,NY 11747 (800)613-2228 t. TERM Canon Solutions America, Inc ("CSA") shall provide rectify such problems and maintaining a log of such problems to assist in maintenance on the Equipment included in the CFS Cost Per Copy tracking the same Embedded Software as used herein does not Include Agreement ("CFS Agreement") for the term of the CFS Agreement, separately-priced application software supplied by CSA to you under any including any applicable renewal term,beginning on the date of Installation separate acquisition agreement, and support therefor shall be solely Capitalized terms not defined herein shall have the meaning set forth In the governed by the provisions thereof CFS Agreement 4. NON-COVERED SERVICE The following services, and any other 2. CHARGES Base Charges and Per Image Charges, including work beyond the scope of this Agreement,shall be Invoiced In accordance Images in Excess of Covered Images,shall be invoiced in accordance with with CSA's then current labor,parts and supply charges (a)replacement of the CFS Agreement any consumable supply item,including,without limitation,paper,toner,ink, (a)Toner Inclusive Service includes replenishment of Supplies specified in waste containers, fuser oil or staples(except for toner inclusive service to the CFS Agreement and are for exclusive use with the Equipment If the extent provided in Subparagiaph 2(a)above), other media,print heads Customer's usage of toner exceeds manufacturer specifications for and puncher dies,(b)repairs necessitated by factors other than normal use conventional coverage by more than 10%,CSA may advise CFS to invoice Including,without limitation,any willful act,negligence,abuse or misuse of Customer directly for such excess toner. Customer may purchase the Equipment,the use of parts,supplies or software which are not supplied additional toner from CSA if required during the term Customer shall bear by CSA and which cause abnormally frequent service calls or service all nsk of loss,theft or damage to unused Supplies,which shall remain problems; service performed by personnel other than CSA personnel; CSA's property and shall be returned promptly upon termination of this accident,use of the Equipment with non-compatible hardware or software Agreement components; electrical power malfunction or heating, cooling or humidity ambient conditions; (c) de-installation, re-installation or relocation of (b)If Customer has specified the Fleet Guaranteed Copy plan in the CFS Equipment;(d)repairs to or realignment of Equipment,and related training, Agreement,the Base Charge and the Covered Images shall apply to the necessitated by changes you made to your system configuration or network fleet of Equipment environment, (e)work which you request to be performed outside of GSA's (c)Unless otherwise indicated on the CFS Agreement,Customer authorizes regular business hours,or(f)any network/system connection device,except CSA to use networked features of the Equipment including imageWARE when listed in the CFS Agreement Remote to receive software updates,activate features/new licenses and/or 5. DATA. Customer acknowledges that the hard drive(s) on the transmit use and service data accumulated by the Equipment over Equipment, Including attached devices, may retain images, content or Customer's network by means of an HTTPS protocol and to store,analyze other data that you may store for purposes of normal operation of the and use such data for purposes related to servicing the Equipment and Equipment ("Data") You acknowledge that CSA is not storing Data on product improvement behalf on you and that exposure or access to the Data by CSA,if any,is (d)Customer agrees to provide meter readings to CSA.If applicable, In purely incidental to the services performed by CSA Neither CSA nor any accordance with the Meter Method and/or Meter Reading Frequency of their affiliates has an obligation to erase or overwrite Data upon specified in the GFS Agreement and GSA's normal procedures If you Customer's return of the Equipment to CSA or any leasing company selected CSA's eManage website,you shalt complete CSA's registration Customer is solely responsible for*(i)Customer compliance with applicable Process governing access to and use of such website CSA may change law and legal requirements pertaining to data privacy, storage,security, Customer's Meter Method and/or Meter Reading Frequency from time to retention and protection, and (II) all decisions related to erasing or time upon 60 days notice If CSA does not receive timely meter readings overwriting Data Without limiting the foregoing, Customer should, (a) from Custorner, Customer agrees to pay Invoices that reflect CSA's enable the Hard Disk Drive (HDD) data erase functionality that Is a estimates of meter readings CSA reserves the right to verify the accuracy standard feature on certain Equipment and/or(b) pnoi to return or other of any meter readings from time to time, and to advise CFS to make disposition of the Equipment, utilize the HDD(or comparable)formatting appropriate adjustments to Customer's account on Customer's next function (which may be referred to as "Initialized All Data/Settings" invoice function)If found on the Equipment to perform a one pass overwrite of Data oi,If Customer has higher security requirements,Customer may purchase 3. COVERED SERVICE CSA shall provide all routine preventive from CSA at current rates an available option for the Equipment,which maintenance and emergency service necessary to keep the Equipment in may include (x) an HDD Data Encryption Kit option wnich disguises good working order in accordance with this Agreement and CSA's normal information before It is written to the hard drive using encryption algorithms, practice. Such service shall be performed during CSA's local regular ( )a HDD Data Erase Kit that can perform up to a 3-pass overwrite of Data business hours (8 30 A M. to 5.00 P M' Monday through Friday, except (for Equipment not containing data erase functionality as a standard holidays) feature), or(z)a replacement hard drive(In which case Customer should (a) Customer shall afford CSA reasonable access to the Equipment to properly destroy the replaced hard drive) rhe terms of this section shall perform on-site service Customer acknowledges that CSA may not be solely govern as to Data, notwithstanding that any provisions of this able to provide maintenance for Equipment outside of CSR's servicing Agreement or any separate confidentiality or data security or other territory Parts or Equipment replaced or removed by CSA in connection agreement now or hereafter entered Into between you and CSA could be with maintenance services hereunder shall become the property of CSA construed to apply to Data and Customer disclaims any interest therein. 6. CUSTOMER SATISFACTION POLICY. If you are not satisfied with (b)CSA shall make available to Customer,from time to time upgrades and the performance of your Canon or Oce brand product, upon your written bug fixes for the software licensed as part of the Equipment("Embedded request,CSA In its sole discretion will repair or replace the product with a Software"),but (i)only if such upgrades and bug fixes are provided to CSA like unit with equivalent capabilities Prior to replacement,CSA shall have by the developers of such Embedded Software,(d)availability of upgrades had the opportunity to return the product to good working order in and bug fixes may be at additional charge, and (lei) installation of such accordance with the terms of this agreement. This policy shall apply for upgrades and bug fixes by CSA if requested by you shall be at additional 3 years from the date of installation or for the Initial term of any CFS Lease, charge You are not required to use CSA for installation of any upgrades of longer,provided Costumer is riot in default of this Agreement and such and hug fixes,but If installation is done by anyone other than CSA,CSA maintenance services have not been canceled or terminated shall have no responsibility for any performance or other issues that may CUSTOMER AGREES THAT NOTHING iN THIS SECTION WILL result from such installation CSA shall also use reasonable efforts to ENTITLE CUSTOMER TO TERMINATE THE CFS AGREEMENT provide Level 1 support for the Embedded Software Level 1 support consists of providing help-line telephone assistance in operating the Embedded Software and Identifying service problems,facilitating contact / V between Customer and the developer of the Listed Software to attempt to 1r P r Cusiorf:er ilk Date'�81 sFa�-cr c cls,lanuaty Tote 08AI 111j Canon Financia! Services, Inc. Addendum to Agreement for Application # 979821 WHEREAS,Canon Financial Services, Inc ("CFS")and Town of Southold ("Customer") have determined that it is for their mutual benefit to enter into this Addendum("Addendum")to the Lease Agreement (whether designated a Lease, Rental Agreement,Master 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,the parties hereto hereby agree as follows: Capitalized terms used herein but not otherwise defined herein shall have the respective meanings given to such terms in the Agreement. 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. 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 respect govern and control. The terms and conditions paragraph(s)in the Agreement(CFS-1079 03/13)are changed as follows: 2.AGREEMENT PAYMENTS: Paragraph 2 is amended by deleting the second and third sentences 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 Chargos aro subject to increase pursuant to Sorvice Provider's terms and conditions." 10. INDEMNITY: Paragraph 10 is amended by deleting the paragraph in its entirety and replacing with the following-"CFS is not responsible for any losses or injuries caused by the installation,removal or use of the Equipment except those due to CFS'gross negligence. Customer agrees to reirnburse CFS for and defend CFS against any claims for losses or injuries(including attorneys'fees and costs)caused by the Equipment.This section shall survive termination of this Agreement." 17. LATE CHARGES;EXPENSES OF ENFORCEMENT: Paragraph 17 is amended by deleting the first two sentences in their entirety. Customer will be late charge exempt. Customer agrees that CFS may accept a facsimile 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. TOWN OF SO OLb By: _ Title: Printed Na i Date: Title: N By: of Printed Name: Title: I .m _' _ � P CARTON FINANCIAL SERVICES,INC. ("CFS") Municipal Fiscal Funding Addendum 14904 Collections Center Dr Agreement Chicago,Illinois 60693 Number, Agreement Date. GOVERNMENTAL ENTITY Complete Legal Name Town of Southold ("Customer") THIS 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. The Customer warrants that it has funds available to pay the lease payments ("Payments") payable pursuant to the lease agreement (the "Agreement") between Customer and CFS 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 the Agreement. The officer of the 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 the 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 the Agreement, and thereupon, Customer shall be released of its obligations 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 In the event Customer returns the Equipment pursuant to the terms of this Addendum and the 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 Governmental Entity by the following signatory has been duly taken and remains in full force and effect. CFS may accept a facsimile copy of this Addendum as an original for all purposes ACCEPTED Canon Financial Services,Inc. Customer By Title Panted l6rn; GCKYf" A Date Title CFS-2020(05112) � �'� � � ACQUISITION AGREEMENT LEASE OR PURCHASE»� � x'NatlonalIPA' CANON SaUTICNS AMERICA S0538706,01 Canon Solutions America,Inc ("CSA") One Canon,Park,Melville,NY 11747 (800)613-2228 Salesperson Linda C Lehman Order Date 4 8 1 2016 Customer("you"): Customer Account 1047792 5hig To: Customer Account 1047792 Company SOUTHOLD,TOWN OF Company SOUTHOLD,TOWN OF Address 41405 ROUTE 25 Address 41405 ROUTE 25 City- PECONIC County SUFFOLK City PECONIC County. SUFFOLK State NY Zip 11958 Phone# 631 765 1891 State NY ZIp• 11958 Phone#• 631 7651891 Contact'Lloyd Reisenberg Fax#. Contact' Lloyd Reisenberg Fax#. Email Iloydr@southoidtownny gov Email Iloydr@southoldtovinny.gov Lease or.Purchase.'. . ® 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 addendurn(s)to this Agreement apd 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 Finanuat Services,Inc ❑ Other (Name of Leasing Company) ❑ You agree to purchase the items listed below or in any addenduin(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 Perindic:Lease' Cade Product Description 4ty ' -Unit Price Payr rient,or Purchase Price , 0295CO02 IMAGERUNNER ADVANCE 65551 1 30000 0124CO01 STAPLE FINISHER-VI(CANNOT BE USED W; iR ADV 850511885951) 1 Included 01660002 SUPER G3 FAX BOARD-ASI 1 Included 1972VO73 ESP NEXT GEN PCS POWER FILTER(120V120A)XG-PCS-200 1 Included 2966V466 IR ADV 6555.165175 INSTALL PAK 1 Included 2368V120 MID VOLUME CONNECTIVITY 30+PPM UP TO 79PPM 1 Included IntSupplies Pre-install supplies installed in machine 1 Included This transaction shall be governed in all respects by the Terris and conditions of contract#CP-002-13 dated 90.1-2093 between Canon Solutions America,Inc,and DuPage County and any terms and conditions which conflict with,vary from or supplement the Agreement terns shall be deemed null and void. Payment Terms - Other Requirer4nts Subtotal from 0 00 Supplemental Adcendum ❑ Check with Order Check# ❑ P 0 Required Subtotal 30000 ❑ Net 30 PO 4 Deliveryllnstall 000 ® Lease ❑Tax Exemat Sales Tax ❑ Other (Attach Certificate) Total ❑ Credit Card' ❑ Customer Declines Deposit 0.00 Requires submission of secure credit card authorization form. Equipment Maintenance Balance Due Shipping Instructions' Customer Delivery Information Customer IT Contact Information Ship Via n� Name Lloyd Reisenberg Email Ilo drdr southoldtownny got This individual may be contacted for Hours of Operatiorta — network connect.vity Phone 631 765.1891 Earliest Date for Delivery. 4 125 12016 Name Lloyd Reisenberg Number of Steps 0 Elevator Yes ❑ No® Special Delivery/installation Instruction Pnone 631 765 1891 Email ltoydr@southoldtownny gov Loading Dock Yes ❑ No 0 BY YOUR SIGNATURE BELOW,YOU AGREE TO LEASE OR PURCHASE,AS SPECIFIED ABOVE,THE 11 EN'S LISTED ABOVE OR IN ANY ADDENDUM(S)TO THIS AGREEMENT YOU ACKNO+" -DGE RECEIPT OF A COPY OF THIS AGREEMENT,CONSISTING OF TV40 PAGES INCLUDING THIS FACE PAGE THE ADDITIONAL TERMS AND CONDITIONS NN, 'M 2 HE F AND IN ANY ADDENDUM(S)HERETO ARE INCORPORATED AND MADE PART OF THIS AGREEMENT Customer'yATJ'G_�d Signator Punted Na Title J tA.p21M.��� Date t SLS.004N—Jry 2'310 CS a µvaA ADDITIONAL TERMS AND CONDITIONS # S0538706.01 These are the additional terms and conditions referred to on the face page to which any of their affiliates has an obligation to erase or overwrite Data upon your return of they are attached Such face page and addendum(s? collectively with these terms the Equipment to CSA or any leasing company You are solely responsible for (I) and conditions,the"Agreement" your compliance with applicable law and legal requirements pertain;ng to data 1 LEASE OR PURCHASE PRICE AND PAYMENT.You agree to lease or privacy,storage,security,retention and protection,arid(if)all decisions related:o purchase he urns of eq.:.pment and supplies(the`Equipmew')and licenses of erastrd or overwriting Data Without limiting the foregoing,you should,(a)enable application sof:wa a with separate support contracts(the-Usted Software"and, the Hard Disk Drive(HDD)data erase'unctionaLty that is a standa"d feature an certain together with the Equipment.the'Luted Items`),in each case as i nd'cated on the Equipment and;or(b) prior to return or other disposition of the Equipment,utilize the face page hereof or in any addendum(s)hereto (a)If purchasing the Listed Items, HDD(or comparable)formatting function(which may be referred to as"Initialized All (tie Iota]purchase price specified m the Agreement,including sales taxes and DatalSett.ngs'furiclio-)if found on the Equipment to perform a one pass overwn!e deliveryAmstailation charges,is due and payable in accordance with the payment of Data or,if you have higher security requirements,you may purchase from CSA at terms of this Agreement (b)It leasing the Listed Items,CSA shall sell the Listed current rates an appropriate option for(tie Equipment,which may include(x)an Items to the Leas ng Company subject in all respects to the warranty lim lations and HDD Data Encryption Kit option which disguises information before it is written to disclaimers and l,mdattors of liability in this Agreement You shall enter into a lease the hard drive using encryption algorithms,(y)a HDD Data Erase Kit that can agreement with the Leasing Company providing,in addition to such terms and oerform up to a 3-oass overwrite of Data(for Equipment not cor1'aining data erase conditions as the Leasing Con aany shall require,for fired periodic lease payments functionality as a standard feature), or(z)a replacement hard dnve(in which case indicated herein over a fxed lease term as specified in the lease agreement you should proneriy destroy the replaced hard drive)The terms of this Section 3 Deiverybnstallation cha•ges,if separately itemized in this Agreement,are due and sha I solely govern as to Data,notwithstanding that any provistore.of this payable in accordance vnih the payment terms of this Agreement You are Agreement or any separate confidentiality or data security or other agreement now responsible for payment of sales or use taxes on monthly rentals if applicable,even or hereafter entered into between you and CSA could be construed to apply to Data if not speufied in this Agreemort (c;In addition to the amounts shown in this 4. SECURITY;LATE PAYMENT.As secunty for the payment of all amounts due Agreement,you shall pay CSA's rates for any special rigging for delivery and to CSA,you hereby grant to CSA a secur(ty Interest in the Listed items To the installation when CSA notifies you of in advance,subject to your approval id)CSA ex:e,t permitted by applicable law,you hereby authorize CSA to fie wth the will,at no additional charge,install all Equipment in accordance with its normal appropriate governmental authorities any and al'financing statements necessary to practices and requirements. Maintenance and any other post-nstallahor,support of evidence or perfect CSA's security interest In the Listed items Without limiting any Equipment is not covered by this Agreement and will only be provided by CSA if a of CSA's right and remedies under applicable law,if payments are late,you shall separate maintenance agreement is entered into and to the extent provided therein pay the actual and reasonable costs and expenses of collection,incurred by CSA, (e)Instalatlonlimp;ementation of Listed Software may be at an additional charge includng the maximum attorney's fees permitted bylaw and CSA may charge you except to the extent included as a Listed Item,and may be conditioned on your and you agree to pay,a late cha ge equal to the higher of five percent(5%)of the agreement to a separate statement of work or other document covering the scope amount due or$10 as reasonable collection fees,not fo exceed the maximum and schedule of instailationllmplementation configuration options responsibilities of amount permitted bylaw each party,and other maters,which shall solely govern as to the�mafters covered 5, WARRANTY OF BUSINESS PURPOSE You represent and warrant that that therein Additional charges may appy for work beyond the Innial scope described In the Listed Items wnil;of be used for personal,family or household purposes such separate document (f)Support for Listed Software is provided directly by the 6. LIMITATION OF LIABILITY CSA SHALL NOT BE LIABLE FOR INJURY OR respective developers thereof and as set forth in each developer's applicable DAMAGE EXCEPT TO THE EXTENT CAUSED BY CSA'S NEGLIGENCE OR separate support contract and is not provided by CSA under this Agreement except WILLFUL MISCONDUCT CSA SHALL NO r BE LIABLE FOR LOSS OF REVENUE as expressly provided herein Support for Listed Software may require separate OR PROFIT,LOSS,CORRUPTION OR RELEASE OF DATA,FAILURE TO purchase by you of a support contract,unless included under this Agreement as a REALIZE SAVINGS OR OTHER BENEFITS,STORATE CHARGES OR Listed!tem The terms of support contracts for Listed Software are available from INCIDENTAL,SPECIAL,PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING the developers,or writ be provided to you by CSA upon request (g)CSA shall make OUT OF OR'N CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE available to you from time to time Lpgrades and bug fixes for the Listed Software LEGAL THEORY ON WHICH THE CLAM IS BASED AND EVEN iF CSA HAS but (i)only if such upgrades and bug fixes are provided to CSA by the developers BEEN ADVISED OF THE POSSIBILITY OF SUCi I DAMAGES of such Listed Software,(ii)avallaoitity of upgrades and bug fixes may be at 7. CHOICE OF LAW AND FORUM.THIS AGREEMENT SHALL BE GOVERNED additiona.charge,and(int)installation o'such upgrades and bug fixes by CSA if BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF requested by you shall be at additional charge You are not required to use CSA for NEW YORK YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE instalia:ion of either Listed Software or for any upgrades and bug fixes,but if OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE CITY OF'JEW installation is done by anyone other than CSA,CSA shalt have no responsibility for YORK UPON SERVICE OF PROCESS MADE IN ACCORDANCE WITH THE any performance or other issues that may result from such installation CSA shall APPLICABLE STATUTES AND RULES OF THE STATE OF NEW YORK OR Tf IE also use reasonable efforts to provide Level 1 support for the_Istel Software for so UNITED STATES ANY AND ALL SUITS COMMENCED BY YOU AGAINST CSA, long as a CSA maintenance agreement for the related Equio ren!remains in effect, WHETHER OR NOT ARISING UNDER f HiS AGREEMENT AND REGARDLESS except that for certain Listed Softwa•e,Level 1 support shall be provided only if and OF THE LEGAL THEORY UPON WHICH SUCH SUITS ARE BASED,SHALL BE so long as a separate software support contract for such Listed Software from the BROUGHT ONLY IN THE STATE OR FEDERAL COURT S t OCATED WITHIN developer thereof Is in effect Level 1 support consists of providing help4ine THE CITY OF NEW YORK YOU HEREBY WAIVE OBJECTIONS AS TO VENUE telephone assistance in operating the Listed Software and Identifying service AND CONVENIENCE OF FORUM ANY SUIT BETWEEN THE PARTIES HERETO, problems,facilitating contact between you and the developer of the Listed Software OTHER THAN ONE SEEKING PAYMENT OF AMOUNTS DUE HEREUNDER, to attempt to rectify such problems and maintaining a log of such problems to assist SHALL_BE COMMENCED,IF AT ALL,WITHIN ONE(1)YEAR OF THE DATE in trackirg the same (h)CSA reserves the fight to withhold shipment of the Listed THAT THE CLAIM ACCRUES THE PARTIES IRREVOCABLY WAIVE ANY RIGHT Items(I)until yoj make full paymerl of the total price specified In this Agreement or TO A JURY TRIAL IN ANY SUIT BETWEEN THEM .f CSA revokes any credit exlerded to you because of your failure to pay any 8 GENERAL This Agreement shall be binding on you upon your signature and amounts when due or for any other reason affecting your cred tworthmess or(it) on CSA upon the delivery of any of the Listed Items All provisions of this Agreement until you enter into a tease agreement with the Leasuig Compairy and the Leasing including Section 3 which Uy ineir na!ure can ba construed to survive the expiration or Company commits to full payment of[tie purchase price agreed to between CSA termiration df the Agreement si�ali so survive This Agreement.together with any and the Leasing Company If at any time prior to shipment,CSR discovers any related CSA credit application,constitutes the entire agreement between the parties mistake in pricing or Equipment configuration for any Listed Ilem(s),CSA reserves with respect to the fLmismng of the Listed Items,superseding all previous proposals the right to notify you of the mistake in writing,and such notification will constitute and agreements,oral or written No lease agreement entered into between you and the non-acceptance of this Agreement by it with respect to such Listed Items without the Leasing Company with respect to any Listed Items shall be binding on CSA in liability any respect or affect your rights or CSA's obligations hereunder Any purchase 2. LIMITED WARRANTY.All Canon and Oce brand Equip rent Is provided with a order utilized by you shall be for your administrative convenience only,and any manufacturer's end user limited warranty from Canon USA,Inc CSA is an terms therein which conflict with,vary from or supolement the provisions of this authorized Canon service dealer and provides warranty service under the Canon Agreement shall be deemed null and void No representation or statement not USA linuted warranties All other Listed Items are provided subject to such end user contained on the original of this Agreement shall be binding upon CSA as a warranties and license terms as are provided by the manufacturer or developer as warranty or otherwise nor shall this Agreement be modified or amended except by packaged or otherwise provided with the Listed Items CSA shall upon your request a writing signed by you and a designated representative of CSA If a court finds ary provide to you copies of all such end user warranties and license SUCH provision of this Agreement(or part thereof)to be unenforceable,the remaining WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES.EXPRESSED OR provisions of this Agreement shall remain in full force and effect This Agreement IMPLIED,INCLUDING ANY IMPLIED WARRANTIES REGARDING shall not be assignable by you withou•CSA's pror written consent,and any MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,RELATING aftempted ass gnment w-thoui such consent,which shall not be unreasonably TO THE USE OR PERFORMANCE OF THE LISTED ITEMS,AND ALL SUCH withheld,shall be void,except that you may,as described above,assign!o your OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED YOU leasing company your right to acquire the Listec Items and your warranty rights EXPRESSLY ACKNOWLEDGE_THAT SUCH WARRANTIES DO NOT ASSURE hereunder bat your other rights hereuncer,are not assignable to the leasing UNINTERRUPTED OPERATION AND USE OF THE LISTED ITEMS company and such assignment shall not relieve you of any of your obligations 3 DATA.You acknowledge that the hard drrve(s)on*he Equipment,including hereunder You expressly disclaim having relied linen any representation or attached devices may retain images,content or other data that you may store for statement concerning the capability,cond,tion,operation,performance or purposes of normal operation of the Equipment("Data') You acknowledge that specifca!ions of the Listed Items,except to the extent set forth on the original of tris CSA is rot storing Data on your behalf and that exposure or access to the Data by Agreement You agree that CSA may accept an electronic image of this Agreement CSA if anv,,s purely incidental to the services performed by GSA,Neither CSA nor as an original,and that electronic copies of your signature Vail be treated as an original for al purposes This Iransacl,o-i shall be governed in all respects by the Ts&Cs of SLS-004N January 2016 CSA frontad�CP-00213 datpd 101-2013 behyeen CRA and DuPage page 2 Custome,Inn County and any Ts&Cs,vhr b confu;t w 1h,vary from or sdoplement the A grwre nt terms shay be deemed null and vo-d Cal;I oilCOST PER COPY NON-CANCELABLE RENTAL AGREEMENT CANON FINANCIAL SERVICES,INC,:'CFS, CANON SOLUTIONS AMERICA CFS-1079(03113) 14904 Cotections Center Dive AG4EE+-'ENT Chca93.1hrio;s 50093 NL::tBER 5053870601 (809)220-0200 wvrwcis canon com NAME(COMPANY LEGAL NAME) DBA PHONE SOUTHOLD,TOWN OF (cult-mer) 631 7651891 BILLING ADDRESS CITY COUNTY STATE IP 41405 ROUTE 25 PECONIC SUFFOLK NY 11958 EQUIPMENTv ADDRESS CITYCOUNTY STATE ZIP 41405 ROUTE 25 PECONIC SUFFOLK NY 11958 CuslomerContact For Meter Readings Lloyd Reisenbero PHONE 631.765 1891 If units at di<amill locations,attach Schedule FAX Covered Images Included Per image Charge in . Monthly Make t Model I Accessory Serial Number Start Meter in Base Charge Excess of Covered Images Base Charge• Meter Method Black&While `Color Black&Wil le 'Color Bfads&Wh;`;a+ (Coor) g IRADV65551 10000 0005200 Included iWRemote Term 42_ Months TOTALS I 10,000 10 000520 0 00000 $300.00 Guaranteed Copy Plan ® Individual El Fleet (Totals only requ red) `Plus Applicable Taxes ServiceiSupphas Included Meter Reading Frequency Payments held as"Security Deposit" "Service Provider" �] Service including druns and toner ❑ Monthly $0,00 Canon Solutions America ❑ Service including drums ® Quarterly (Due at Signing") Other Tt-IS AGREEMENT 15 EFFECTIVE OM.Y UPON SIGNING BY BOTH PARTIES-FE EFFECTIVE DATE OF THIS AGREEMENT IS SET=CRTH BELOW THIS AGREEMENT IS NON-CANCELABLE BY CLSTOMER CUSTOMER REPRESEN i S THAT ALL ACTION REQUIRED TO AUTHORIZE THE EXECUTION OF THIS AGREEMENT ON BEHALF OF CUSTOMER BY THE FOLLOWING SIGNATORIES HAS BEEN TAKEN ACCEPTED A HORIZED CUSTOMER SIGNATURE CANON FINANCIAL SERVICES,INC. By x Title, By- Punted NaEnadF,dtl`ess Title Tax ID# If proprietor,DOB Date Effective Date I By X Title Prated Name Email Add'ess, To:Canon Fnanca[Services,Inc ACCEPTANCE CERTIFICATE CLstomercenfies that(a)the Equipment mfercd to in this Agreement has been mm'vea,(b)rnsUlal on has been completed,(N the rquoment nas been exam ned by Customer and is fir good operas ng order and condlior and in A resoects,salisfactcry to Cisiomer,anc(d)the Equlpment s•revocably accepted by Customer for all purposes unde('h-s Agreenerd Accord ugly,Customer hereby authorizes bgang goer hs Agreement Signature. Pnn;ed Narre Till!(if aoy,) Date TERMS AND CONDITIONS 1 AGREEMENT CFS rents a Cuslamer a urgan¢ed u-w'e'tr•u Wws a(IFe Sia'e o! ,wi'fi as chief axew'rm offs at one Customer rents tom CFS with its place of brsmess at Ise Gaither Drive,Suite 200'Atom(.annel New Jersey 08394,all the equipr+ert cescnbed above,together villi a I reptacemen:pads and substfi,uons woo and addibohs to s,ch eowpment(he -Eguipm=_nl'„upon Ina oars aid ronAons set lath rr this Renal Agreerant('Agreameftl) 2 AGREEMENT PAYMENTS Cusiomor sta l pay to CFSas mvaPed,durvg Ina f-rn of Ltiis Agresn•ea;tor)the A'o=miy Base Charge aid a"y Pe•'n+age Cnaryes desrnhe]icier,and ib;=h other an•atr,1,pvmiLx her ander is i;vaccd ty CSS ('Paymers)Once m ea:h twelve morlh period oiowmg the first annrrersay of his Agreement,the Sante k:,.rr me icaled above has the right to mcease both p;the bbnh;y Base Charge and tri;ine Per lame Chair in an amount not to exceed !,teen percerl of st.dt chagss hat were m aged irvnedialely Prior to such p•Le rrasase in adifton,'Pe ffcnlhy Base Chd,gii and For 1 huge Cl,"g ere subrt(to-meas,PJisuari to Serme P'oedcr s le'ms and wnd bells CWOUM'a OW13d'iru to pax all charges duo uncle'this Agreemen'and all other obligators hereunder is absolute and t.rcondibonai and is rnl subject to any abatement.set off defense or cc inawdam'ar any reason whi soevr• 3 APPLICATION OF PAYMENTS,METER READING All Payments receved ori US`ron+Custoavr under Evs A,eeme f iia be applied to imv t rls doe and pay.be hem irder r),wrtfogaally based on dv date of the charge as sho vn m au,mvoa.e for each"'ch amount and among amounts hav,ng the sabre date in such order as CSS in its discretion,•nay eetermme sence Provider sl'ail provide he services and supplies described in the blocs entiled'So"im'Suaphas lmludea'aba.2 Cu-tamer stall advise Service Prosder of the meter read rigs for the Equipmord upon rcqueel CFS will mvc+oe Par Image Ct 3rges nnolthly or less f Fgi,eni y al,ts note discretion 4 TERM OFAGREEMENT The(arm of this Ag•eemenl shall commence On the date the Equ'pmeni is delwered to Customer,ptovaed Cistoirerexecttas flat Acceptance Ceea(cate or othcnxice adeps he Equorlent as specihea herein Alter aacplaoce of the Eg'r„meit Cus'omcr shnJJ ha.c no lghl tc cancel iPis:q•eamrn'Carrg Irie(Porn hemd Tho farm of his Agmamom srz]end,unless sooner termmWic!by CFS when all amours required to ce pad by Customer under this Agrectrsni rave been paid as prodded and ei her i2 Cuslo•eer has purchased the Equipment in accawrarce with he terms hereoror(b)he Elfipmord has be=n reLrmed at the end cf the scheduled armor teriewal terry m acc7dance mh Ire terms Penes( Custcmer'tcs no nght to-:turn he EV.pnavitto CFS pror to file end of the schcda ad f:rm tot any reason whatsoever,irdkamg wihatl ami3tirm f•�ayn,om(,fall,r aanK due',naor this Acf(rnvrl rr r fn rhe en'of thr'Scawm,d^d fqn SEE REVERSE FOR ADDITIONAL TERMS AMD CONDITIONS Continued-- PERSONAL PERSONAL GUARANTY Trio undersigned(whetlrf rive m moan aro spaciArd, Guammon,')m cannidrmtwn nr('AN;1N P'NANCIAI SFR'ACES'4G("CFS")empn�g into al Agreement(timehr•wih a-y tdiedulrs or supplements tha�elo,din Agmeaenr)wth the Cusiamer identified above,'Customer J am,,not:y and unwnd,b-natiy,Jx•dly and suveraliy,guarantee to CFS and is successors and assigns the payment wber due of at amens otvcd urder ilio Agreement(whalher at maturity a upon the occurrere of an oven(oJcafaul,or ottarwise)3ro ire peformame of all prommes,ott'igeltons and terms of the Agreement and any oth>r fiwrinal ta,saclton between Cuetnrer and CFS(coyc-c;voly the',:tWdies")If Customer shall fat b Pay or P3derm au or any Pal Of the oat,les when due,GuafZmO's sha4 epeh demand pay any amcun's and lase any acton t«gawd of Cusfo-ter under the Agreement Th,s,s an ahsot.le aed conbru'ng guaranty,and Guarantors'1 aNfty order pits aeranty is primary aid 441 not be affected by any setifament,ex'ensiah,renew a'ormodification of the Agreement or any discharge or release cf Customer's obligations whether or not by operation of aw It any paymeal apPued by CFS to J,.e'✓abiere3 s'hereafferset aside,recovered or required lobe returned for any mason!r Ividnrg wthose limdal-on he bar,4n,p'cy msolvcncyor reorganization of Customeroraryointer person),the LiabELes tortc'i such payment was appl(ed shat'for t'•r_purposes a ryas Guanmly be deemed to have wimued an eusteai e%rohalistaado-g such application,and his Guaranty shay be enforceable as ra such Liabilities as fully as 1 soon appllrbm had neve been-nada The G.iarar rimy be(ernma'ed city upon sixty days'prior wader nice to CFS,and such ie•rSnaYon shat be affedwa Orly as to Ltabili6cs ans,ng u-4af schedules s,rpp'emens,or agree viens entered i do alter.ie effecLve dale of(er-nma'ion and shA not affect CFS nghls unde`this Guararty ansrg out of the Agreement or other agreements entered into prior to such dale Guarantors Naive all damages,derronds,presentments and rotices of every lard and nature,any fghLs of se:oft and any defenses eraub e In a guman'or(aper then the deloused payment aid perfofman x r till)under appbcable law Guanartors Eviler ware any(g nor,—of Bre moaning of indeMadress by Customer and the accepance of this C-Laranty(u)right to rMai'e suit against Custom-or any other paiy before erfxnr3 9t s Guaranty and(,t.,right of subiogabcn to CFS'rigtds against C.r tomer until the Llabdi:es are sa!Med in full Ary;a)mrowwats and extensions of Line of payment,(b)release,substfuton or compromise of or mahrawt,upon Ute Equipment otner guaraouas or ary collateral sacurdy and(c)exercise of any other fight under this or any other agreement between CFS ars Customer or any Lh•rd pany may be mace,granted and efieclad by CFS wdnouI mince to Guarantors and mhoul in any manner affectrg C-uamnlore liability under his Guaranty Guarahlers Oali pay at.expenses(urdulTAg ahemeys'fees and legal expanses)pad or Incuded by CFS m endelavovg to collect he L`aJibes or any pad ihomcf a^d in enforcing this Guaranty THIS GUARANTY SI IAL FOR ALL PURaOSES BE DEEAIEDA C0NTRICT D,ITEP,ED HTO IN THE S TATE OF NEW.IERSEY THE RIGHTS OF THE PARTES UNDER THIS GUARNfv SHALL BE GOVERNEC BY 1HE,AWS OF THE STATE OF NEW JERSEY WITHOUT REFERENCE TO CONFLICT Or LAW PRINCIPLLS ANY ACTION BET+NEE.N GUARANTORS APJD CFS SHALL BE BROUGHT 14 ANY STAIL OR FEDERAL COURT XWED N THE COUNTY Of CAMDCN OR 5JRLIN.(ON,NEWJERSLY CR AI CPS SOL; CPTIO4 IN THE STATE%:'HERE ANv GUARAtvTOR OR THE ECU PMENT IS I OCATED GUARANTORS IRREVOCA01 Y WAVE 01—JECT ONS TO THE JURiSCi CTIChi Oc S.,CH COURTS ANO OBJECTIONS TC VENUE AND CONVENIENCE OF FORUM GUARANTORS,BY THEIR EX'cCUT'LNA.'JDDEL rERYHEREO`,ANDCFS,BY+TSACCEPTANCEHEREOF HE9EBY1,1;AVE4.'JYRGHi.OAJl1RY7R[ALINANvSLCHPROCEEDi4GS CrS mar accept a facsim a or other electronic L•ansmissrn copy o'In s Guamny as an original,and lam-mile ore'ectonicaily transmit ed copies of Guarantors s g'vobwres will be treated as an original for all purples Pr nted Name Signature fro bug) Date Address Phone Printed Name Sigrature ho title) Date Address Phone CFS-1019(03!13) 5 SECURITY DEPOSIT CFS may app y,tut shall out be obagate!to apply,any'Secunty Deposi'speufied anova to dear may be found)and 0 retail a:h EVOInen!and all Payments and other sums pale under this Agreement,or(1t,)re rerl the any derail'aCustolt>?r tr.Phi<h evert GtSloffk'r s'all pn,mpily resUse to CFS any ama,nl ge dpphed n m etc l shay any Egniprent and reemef from C uslomer fhr,amount by wt•kt the Remaining Rental BArimo exceMs Ole wa sea nVnhn'ed 1a the Secdnty Deposit team twerreel except whee requited by appfica claw No paean o'any Seventy Deposilwli be rehmded to EqupTerg by CPS x purposes ofcatulamg",e paimici&urde•tne new agreement,or(IiQ set its until East ow,sob3raal,ens have been fully perform±d as examsy prdvelcd n this agreement from Customer de amountleywt.h the Re mI Rental Balance exceeds Ne,etarouptreceved by CFS from such sale 6 hO CFS WARRANTIES CFS IS NOTA MANUFACTURER,DEALER,OR SUPPLsER OF THE ECU rMEN T THE or(d;to pursue any ether remedy penrAlac it law cr m tGumr CPS(I,'•;ap dispose of the Ecdm>"enl in its IMn p•esent FQUIPVENT S RENTED'AS IS'AND IS OF A S TE DES 3N AND CAPACITY SELPCTEO BY CUSTOMER CFS HAS condmon or following such preperdben end aocassnty es CFS dee ms rammeroa ly fasor.Ae,(d)shall have no duty to M,ADENOREPP,ESENTAT,CNORWARP,ANTYF.iHRESPECT TO THE SUITABILITY OR DURA3,_iTYOc THE prepare or process to Equament pnor to Sam Ito)may dsclam,warra•tles ill Me,possession,quietlmpyaKnt and Meaxe, EOU'PMENT.THE ABSENCE OF ANY CLA..OFINFRINGEMENT OR THE LIKE,OR Ah"OTHER REPRESENTATION and C.)my cosy wAh any applicable sla'e or federal lav,requiem. oz mconnection anh a d sposucn of the Equpmant OR WARRANTY.EXPRESS OR IMPL•FD IN Tit RESPECT TO TnE EQLIDIVENT LNCLJDIN3 VT tiOs LIMITAT ON and mi-a'Eefo•egong mons shall x deemed to a•'eemety ales Ore cormemal ressr"ItItIts of the d,sp-oslbon of pr THc MPLIEQ WARRANTIES OF MERCHANTABI TY AND FI-NESS FOR A PART ICU�AR PURPOSE Any waranly,wh Fqu;pm*rit If fit,Ecepr ori m not avallable for sale,Customer shall be table for irf•Renate zg Rental Balance and any other •especl to the Eauipmerl made by IM sLpp.zrw man6clu•ern separate from,aid is not a pancf iters Agreement and shall amdants due under ties Agfeeneflf be far Se aanefit of CFS Cuvomen,and CFS'sumessor or assignee,Bary So fang as Casxlier is ria m 4exh w dafauO 17 LATE CHARGES;EXPENSES OF ENFORCEMENT If Chsta rr fat<to ray ar<y sum to be paid by Custeaxr b CFS of this Agree-rent,CFS ass,gno to Ct torr-:r,sdaly far the purpose of mar(ng aic prosec.ting anyc.r-h clam;he rg^1s,Y under thu AgrexmenE on or Leforo the due dant,CuSforef shall pay CFS,epcn de-,and,ar ar^unt eq jai 6 ter percenl of try w4 ch CFS may hs a against the suppf ar,dealer,or man,dackner for bfearh of wa*ranly or Other representation each such delayed Paymeni or ten dollars wr,draver is g•eade,far acli billing period or portion of a hinng period such rasptuurg anydamof Egtgahami NET4ERTHESUPPLIERNDRAf4YDEci FRiSAL••TNORiZEDTDI,iA:VEORALTER raymunrltdrlayc4 In ea.h-ase to the extent pe,milted by applicable.aw T`ear,r.,Lsspearidabdraslwlit,,pedas ANY TERM OF THIS AGREEMENT OR V.A,(E AW REPRESENTAT.ON OR WARRANTY W"H RESPECT TO THIS liquidated damages and as.amp:rsatx for CFS•mtemal olxe•aung expentes inch red In connection with such late pay,nenl AGRECMENT 04 THE EQUIPMENT ON BEHALP Or CFS 'n additior,Customer shall:cmburse CFS for,If efts out of pored cs3te and expolmoe'nc rroo in oxmming aiy oblis rights 3 ACCEPTANCE,DELIVERY CIrslomeesexeWton o'tieAaep'ance CerGSaia.cr Cj.s'amers pfomsion to CFSofother orremedres unary bus Agreerientor to erforcmg any of the terms or peoviions a'Lhis Agreement rxu.N+ng,wP.houlhmiahon, WnNmahov W Its acsept�ice of the Eau p-nant.shall WAduswely imbbhsh oat she Equpmen'has been ushered to and reason3ee alomeye fees and expenses are f:cs and e•penses of m-r-�1mn agencies,wheOrero•-nd'suit is Lva+ght If= acupied ty Crrstcr,er Fnr a.pury,ses al:rlls Ayteerrxl and Customer may nal for any rarsan'mmkr hat airs-plana_, stow bnvg mjrtazI cq Customs,and CFS agree hat ailrmeys fees equal to Iv ely-file pe:cen'(250%',of Tse total am✓xt however,J`Customer has•ill md'm ten days after d-e=yery cf M=Equipment,delivered to CFS wrtan nofne of roil- gm9nl oy CFS shall bra,deemed malsonaele for purposes of this Agreement atcep!ince of any of the Egshpment spcafy,gg the reasons thwiefor and specdca y re'erenong MIs lvgreemilit,Customer 18 ASSIGNMENT CUSTOMER SHALL NOT ASSIGN Or FLEDGE THIS AGREEMENT IN WHOLE OR)N PART,NOR shat bo deeurRd ro halm rmnsaby accepted'ae£Grapmenl CPS rs the owner oitr.Equpgmnl and a mntrq ins SHALT.CUSTOMER,SUSLE'OR LEND ANY ITEM OF EQ-11PMENT,WITHOUT PRIOR WRI•TFN CONSENT OP CFS CFS Equipment to itslo'nef indef Jus Agreement As between CFS and C,fctorr-er only the Alieernerlt shall speesede any may rledyc o transfe-this Agreement 11 CFS trans'eis km Ag•eer'ei..the trarstvae vwt Nava the same rights and benefits Cts(aTer pu'aiase Ofdci a;ts entvety Customer wanes env iyhl of specific performance urt his Agreemzrt and sFafl that CFS has now and w&not hr•,a to per`erm arty of CFS'oblig36oris wNch CPS or its cesl9raes shal rename to perform told CPS laimess from damages dforrmy"sea the Equipment a rat del veed as ordered,d the EgmpmAl is The%his of the transferee w;f not be sutiact to any dans defenses or let-oft ma'Customer may have agains CFS i unsalsfactory,of r CFS does not execute is Agreerrer•t Any delay m de=very of the Equipment shat;not affc.l iiE al duly of Customer is given not cc of any such trarsfer Crafomershail dso dire-lea trielm,pay doecd f W the transferee all or any firs Agearren: pan of the amouris parable ir-euruder 8 LOCATION,LENS,NAMES,OFFCES Customer shaft not more the Equhpmanl.roto iia locator spedfed above except 18 RENEWAL,RETURN This Agreameni shall aulomabcady renew on a month to month basin;aU the sacra Payr,en! wdh7'epnpr vnitan Wnsentof CFS Cuslore,shall keep thew men Fee and clear of al clam's and liens ether than arnaur'ano frequency Ln;ess Customer,at least sixty days mfcre the end of ft sclimli4+d term or any reseal term,sends lhcsemfa+aro(CFS,:usi~mars legal rame(as sat(adhnkla�nstl.jen:documer;Ls fed w,tlr the sDPfepnax ycvemmental to CFS wTdtan notice that Customer does notaart to renew Ill Agreemcr:ani of the end ofs ch term iefuns the Egspmert uff,m or ag;3cy;is set fxh ebwe Lipo-,regnrsi Ctstomer will deliver to CFS a goof strAing certificate end sate UAdk4l as pmuded below OFFS noir cancel Oto aalomaht re'tswat by,at leas',s,4 days Nature be end racy term sending cunst,!sent doamenrs Re arsdofion of organ rabr and cnef axecuWe offi.e address of Cu5(omer we asset forCi herein, Customer wrmer,notice plat CFS does not want tits Agreement to renew,Ur-'ems this Agreement automatically•enaws or Customer will ret charga:is nam:,the locabaa of is cxczbtvo office,cr its corporate structure(mctding,w`dhwi ucn,lahor,it Cusicrierponhascs the Equipment as p•omaoe eh tum Agreemunl Cusitnnor shall at ale tefmnabon of tri Agtoirmenl ,,,dmban of organization)unless CFS has been 9--en at last 3)days'p'er wrill nofice thereof return the Equpmmxl al its sole cost and expense In good ope•aurg codiaen.c amary weara,•m tear msuI09 tom proper 9 USE,FINANCING STATEMENTS:Customer shall cerp(y wdh al laws and regulauoss retawdd to lne use and use ey Wptae,to a brahcrspool`-zd ty CFS I for dry reason Cu-tanxT shat)fall to return the Equipment toCFS as requ red Tamleii of the Equipment,Cusbmer shall put the Equipment only to the use contemplated by t.3 manuta-turn by the last day of the appitcabe Lein.Custamershsll pay to CFS upoi demand oic billing fiscal s Pavr,enl fur each billing Customer au.'M.gzet CFS(and any turd party fi`igi sem-.p aesignaled by CPS)to execief and file(a)financing statements carted or Perim hereof the sect deliven'b delayed evidnctigt%merest or CPS in me Egcpment(mcudingforms axtowmg a broader tresciphon of tie Equipment Man,Me 10 PURCHASEOPTION Cus toner may,at ciy blue,upon Is xty Jays'Lrevouble wi-nan notice purchasetri(but not less desrnpLon set forth herein;ib)=E'xafmn slalements In respect J e;sof and(c)ameMmenrs thereto,and Customer than alt he Equipment,a'a pace equal to the sum ofal remaining Payments,r us She Fall Ma kel Value prel;any app-cable urevocady waives any right to notice t•ereof faxes,expenses cttc•ges and fees For purposes d Ods Agreemant,'Parr Market Value'shat b.CFS'relail pr ca for tike 10 INDEMNITY*Ctanorrrershadreimburse CPS ter and deferd CFS against any dalm fW losses or injury calmed by the -ou•pmetl al the here of de-em,n3jar.,but not ccs than`yweely percent a'Ice total "gmal cast of the Equipment Egi-Dment EqupmenLThus Secba t shalt survive fermnatai of'hrs Agreement Purchases shall not be ava2aale w C'momer i a da'a.lheteurder has occurred allots canunuing Upon gmer nobca and 11 MAINTENANCE Servre vn9 be pelormad by Servos Prwdzr un axardanCe veli Semce Providers innsaM payment Dy Cistonwilt the amoarhs soecfed above CFS shalltars'er the Fqu,pmerd'o Customer`AS-S WHERE•S' co^cions of whxth C.shjmerakrawledges rece'pt,Unless otWtwhse mdr,ated en page i or Sdhecgj a A Cusloner ,Ith7ut any representation or%aranly whatsoOver,except for h9e,and Pas Agrcemnnt steal wir•,tle aution'zes Senna Provider In,use;he mage'NARE aemote feature of the Ecu!pment to reserve sotwsa upda.es and 21 DATA Cuslumef ackmAedges tial the hard dnwe(s)on,the Equipment,mcidmg attached d;v-es,nay mlam mages, baismd use end senhce"W accumaaled byuhe Equ,omeninver Chslo;r4rs fntwok by means of an HFrOSprotocol and to canfcatsd.ner dela mal Customer may shwa roc patpnoes cinw'nal apemlbn of Ole£T'uprnegti Data; Cus'omer stare aradyze and use such data for purposes fefateed to servicing the Ec,rpreni and product improvement Customer acknowledges that CFS is not Woreig Data on be4alf of Cus'omeranc Thal expos.c or 8-cess IM1 Uta Data Lr CPS or S"ce atxr FJWfe q—: ihd:to 01allieS60fulfil<n pJab1 d,id Sthedulc Adm Laraiygv-rt art f m Wrle,Wd ata of Muii)WARE PYL`J(der k(alNy,js putty mudpr,4tU;ka safyices onto R,E`d Ny CFS and$trrwipa Ffa�def NtiCEr Cr9 nW efVKa.PI(tider Remote daimg the term If Customer a'ary(-m d scdnnects,dsabtes or dames access to this f eglum,S-vice Prortder may our arty a'twe d'filate5 has an obi gahon to erameW(ve'ego Data upor Coslomer's relitlm of tie Eya•pi,,eol to GPS ,crease the charges for such items bra five pwoefd far any subsequent L.9'ma pardud m which soca feature rerrars ran- Customs;Is solei res,ensub:a for()its.compicmce vmUh aprificakse lzry and Iogol rod,nremn's poithmng to ds4n prjvacy operational Y Smim Prav'le•does ecu recen arceiy meter readings from Cus'omcr.Customer shat pay Invoices hal reflect stooge,secum'y,fe'nAlion and pro;ech•Wh;and ni,an oeaslcis re,ated to eras rg or overwriting Dnim L55nou1 Sm,Eng the Setilce PrevjdefS esbrttafes df dreterraadltgs Sdroex oro+gdar or CFS may verity ma apcuray of any meler'ead rigs Iron 'o:egoing Cuslomen should prior to return or otter dicposibor of the Equlpm3rl usjze the Hard Disk Drve(HDDI(or for to ui�acJ moire Cusbn�r!w any sherta7 m the next mvo,ce Custr,-ser shall use reasonable cane n handling arrd W mparate)farmaMr-g lum.uan(which fray be referred fees"r6alized All DattaSe ungs'funcain;O found on the Equipment meralmn of the Eghrpmant CFS shaT have the right to sulxsbu'te equva'eit Egcrient at any•rne during the Will of[his io Aefarr a one pass c+erwnte of Cates art dC„sto^mrhas MyMe•<_awnhy aquaemen's fustomw ma+pr,mhase 4om itis Agreement in correctionwith any replaument of tine Equipment by Sorme Prov iter Service Prowrdet at current Wes an app•opnate ophm for he Equipment,which may include to'an HDD Data Ercrypbar Kit f2 TAXES,OTHER FEES AND CHARGES CUSTOMER SHALL PAY AND D,SCHARCE WHEN DUE ALL LICENSE AND opton which disguises Alornatir-r be`we it is written to tw nerd drive Icmg en:nptcn alitl is,(b)an FDD DOW Erase 4d REGISTRAT OUN FEES,ASSESSMEN'S SALES LSE PROPERTY AND OTHER TAXES,AND OThER EXPENSES AND that can per(wm.rap to a 3-pass ovcrwnte of CaW or(c)a replacement hard dove(m wMeh,case the Custatrer show:propedv CHARGES loge!her wall any apptcable pznaltes,mlefest and til parry alerstabve fees now or tri any Erne i mpimed destroy the rept3ced hard cora, Cus'.onter wi l ydem'y CPS Setvr,.e Prowler,heli sobs Banes,duedo.>offre's upon any tem of Oe F-qr-pmertl the payments a 0.stcmer s Performance v non-pedomance u'ds obLgauons hereunder, emp?ayees end aLanis tom and aSitist any awl at costs expenses,usbihhes,clahs,damages lusses,udgmerts or fees w1`adler payable by or assessed to CPS or Customer,If Customer falls to pay any such fees,assessments.taxes,exaenses or (nduJing teaxnebz atcmeys'fowl cnsmg or rotated W the storage l agsmissan r deshuchpn of the Data T,R sachar Melissa,CPS sha:have1engtl bot not the otlgatontopay msefees,assessrants,taxes,expenses and cnarges,and survwestermmatpno•expration of(his Ageerent, Customer stat Promptly-crriblime CPS upoider-jid for a]suct,payments made plus adintrustraden Leas and costs deny 22,WARRANTY OF BUSINESS PURPOSE,PERSONAL PROPERTY.taiCusWrce'opfesentsand wairnrstWHhe W're•a rrgmmd by lay.CFS w•5 He any notices and pay persona property taxes.evled tri the Equ-p^mn!Cus'amer she I Egmprenl WuY not be used fon personal famJy,w hotsehod purposes(t)The Equipment shalt tanWfn persona,propotty reimburse CFS for the expense of personal property taxes as invoiced by CFS and pay CFS a processing lea not to exceed regardless of whether it betomes a%ned to feel property or permanency rests upon any real property o•all.,impmvernen'to $50 per year per,lent of Ecfipment ll_f s sublect to stud,tax,CPS has not.and we not.randat lax advice to C,(ome:,and reel properly paymenlof suci taxes Ism edmxiraaarz act ON THE DATE OF THE FIRST SCHEO1h,.ED PAY•dc'NTA%D THE DATE OF 23 MAAklUM INTEREST,RECHARACTER12'ED AGREEMEtJT.Na Paymeptis-ilended to exceed Lge fnax:mum amount rwE ripsTSCHEDULED PAYMENT AFTER'If[ADDITION Or ANY ECU,PMENT CUSTOMER SPALL PAYTO CFS AN of free Pros di2'erert at or inlaid as applh-able,pErraudto betha'gcd a:.c:ected by appfcage laws and any such ADMINISTRATIVE FEE N THE AMOUNT Of:365 TO RLIMBURSE CFS FOR 17 S ADMINISTRAI IVE AND RECCROING excess Payment win be applied to payments due under this A3reemenl in inverse oder of maturey and nereaPer shall 1:3 COSTS refueled 6'hr Agreement is mcharaclenzed as a COV--anal sale ar(ean.Cusloam t efaby grants to CPS is successor, 13 INSURANCE-Customer,at its sole cast and expense shall Obtac„mam'wn and pay f,•;1I umjxana against Lis loss, end assigns a s�.Oty merest in the ERWPTecl to secure pay:rent and pciormance of Cusior;e's obEg3fons under h'is t1le0,a da^age to the EqurpTerl fn•t`e htll rerifJcemeri valvip thereof and(2)ranpehens ve.public itdbd ty and pmppr'y Ayreece•d dan,ago insurance Ac suchinsurance stat provide for a deduct6le not exceed rq S5.=and be h Wm and amours•and with 24 UCC-ARTICLE 2A,WAIVER OF OFFSET la)THIS AGREEMENT IS IN TENDED ASA*FINANCE LEASE'AS'HAT companies sabsWctory tC CPS Each insurer p ovtdng slid,nssa-ce shall rains CFS as addmrnal insured cid lass payee TERM IS DEFINFD IN ARTIC-E 2A OF`-E UNIFORM COMMERCIAL CODE(JCC 2A).AND CFS,S ENTI-LED TO AJ. and Pravda CFS thirty dayswniten no5re before rla parley in question shall a materially aPered or can-xr?<f Customer shall THEBEMEFITS PR,VLEGES AND PROTECTIONSOF ALESSOR UNOCRAF,NA-NCE LEASE CUSTOt.ERWANES;TS pay the premiums for mach xsmice,sign be respagsdjLe for a I dedurude ponces thereof,arvt shat dp Iver cedi5catos or RIGHTS A-'A LESSEE UNDER UCG 2A SECTIONS 5eiii(b)i'ste camp mentor not preper,y nsW9ed does fol cerate akar eyidenca of lnsuana'(CFS The proceeds("such Insurance at die o4btm of CFS,shall be applied to(a)replace Or as represented or war-agted,or a unsatisfactory or any mason,Customer shallmake sud,cfdnr solely against the Supp o', repair No Equpmenl of(b)pay GFS'he'Remating Rental Balance'Fer purposes of tis Agate-ant Lie`P,emz-i,^g Rental dealer of marnfacWfef Cuslunxv wages aiy and all exrsong and hI u:e cams and dfsels against nny Parmenls cr omu Balance shall he the sum of In at amodiis men owed by Custcnet to CFS under this.Agreomerl(3)its preset value of a I chances due ur-or this Agreement.and a c:,id bonatly asrees to pay sicca Pay'reois and oTv ehayges,regr:dms of ary rewairjg Payments for me full term of!hs AgreamorL(ii)the rae Market Valle.as defined harem plus(,v)any appbcab'e offset or aa•m wt;cti•qay be asserted by Cu<_to-ner or on.ts behat taxes,expenses,charges,and fees For purposes of determining pfeSarrt value under its Agreemont,Pcymmts shall be 25 MISCELLANEOUS(d)Alt Alio"required r permdted rider this Agreement shat;be suifauu d ddwered personal y, disWvnted a!six percent per rear Customer hereby appoints CPS as CustoreT's alomny a;-!ad se ay to mage claim for, sent via faccmile or other u;acuo,m Vaisrssion cr ma,led(o such paly at the address set forh n his Aii-eament,or at such receive payment of and exerole ado enacts.dl documents,checxs,or crafts fru any ro_s o•damage and r any stch Otter address as such party may desynale r,wrung from bile to Imre tdo':.es she.Y•e7etLva 3 days acct depos,t rt d•e ms,-rancepolicy ifwdlim ten days cher CFS request.Cusiorrer fats to deriver sal'sfactoy avdence of=such msuraice b US mad duly addressed,or upon dehmy via perso a;or express defivury,fausm'e or other electronic transmission ib) CFS,then CFS shat have the right,but not the duty„o oblan such insurance at Cusomees expense CPS shall Ne entitled to CrS mey accept a facrthple or odle(alovrontc tanmmlms on cfdim Agreement ora,y Acceptance Ccdhfeala as an onginal mtam any fess earned by it it connection wdn any such msuranrx cWhoed by I.Pursuant to Urs Section v3 aid fatatm6e Or elecbwtcary uatsm tied:ofras cf Customer's signa'ure will be treated as an o groat for all purposes it)No 14 LOSS,DAMAGE Customer amsu^ s and shalbear the entre nsk of leis lien of,or dsmge to Mc Egdpmerd Nom any ,Parva'of try of Cus!ore's ob-3atiens,condrnr or.rreranls shat t_afackve ihass conlavd In a wnLng signed by cause whatsoever,effective upon delivery to Customer No sudl'oss,mon,a damage shall rencye Customer of any CPS calun,to exesrse any remrcy which CPS may hava shall not constitute a waiver of any aY�gaion wilt,respect to witch rulgehan ander;bis Aq•de•ienl In the ennui ry ddnlage In dig dem oT Eni,rpmenl,r•j<?rimer shag nnmeritafelyrppej•^u-h Cuv(o ner is set defaull(f)If the•p s`,tild be nae Than erre party exeruhry this Agreeneetas Custonrr,all on'nalrcrs to be damage at Customer's expense'(anitilemo(Equpnent is lost.slater,era dair-xad beyond repair,Customer,at the opbar of peffor-nedby Customershat be mepx•tand several aao14ty ofall such;xsdies(e)Custoinees'epfesmUuors warmnsm, CPS wilt(a)replace the sale wdh bks equ pmcnUn a condlLx acceaWble to CFS and Ivey clew'Life to su-h egnpmenl to oust Wreragis ardr J'hs Acreemeil shah s3rvme t'd deur+ery and rates of kn EGwpme;!(Ill Any orowswn of this Agreement CFS(and such equipment will be Wme'Equipmen17 and be sub,ed to Ov terms of the Agreement),at tb)pay CFS fte which may Le delcintred by compesten'authontp to be pmhibted or unentacaab;e In any Ionic::ion shag,as to such Remamrg Rental Balance Upon CFS••empt of the Remaining Rental Balanre,Customer shall be en:urd to.vhr(ever junsdicax,be ineffective to the extent of such prohkrbo-n or unenrerceah'Itf wail:.mva;ldatng Ne remaining pro amns of m.eves'CPS may hava in the Equipment,in its Lien condh-or and"IlDn•wilhoit warrarfes Of say end Uh s A3reeme it No such prnhlbifon w urenfwcedbdity in any lunsdlc`an shall nvaldalee ut render inenfa:edde such 15 DEFAULT.Any of the�oMng evcrls or cand bons shall consbEile or'E,,ent of Default*tinder O's Agreement Ua) plot In anyc:harjuud.Ccn(g)Crsmaymserfmssteg ntormchenorcorteciokermiamaLnnantuskgmeaan' Cdstome;defa.11s in tW payment when duo of any ndsbledness ill Customer to CPS.w^piher of not arising artier this regardleg Agreemert Number,Phone Egupirenl Address Senal Nun,bar,and ACH infwmaeon;aIlrwise,tl s ATC'mm: Agreemert without nobco of dem nd by CPS.(b)Cl,-sbmer or any Guarantor ceases do 19 business as a gang concem,(c) contams the ordre ana^gemenl be ocim Cdstomer and CPS and no gmli aliens of this Agreement shall be effective urlss Customer or try Goarentor becaTes mso!venl or makes an assigturetn for Lie benefit of credews(d)a pctPDn or proceeding in wn3ng and signed by tie palms is filed by or against Customer or any G.jara(arerderany banmpicy orisolvencylaw,'e)anrrrver lut=e,rmservato• 26 GOVERNING LAW,VENUE:WAIVER OF JURY TRIAL,TH SAGREEMEN',HAS BEENEXECUTED BY CFS:N,AND v liquidalot 6 appointed for Cusloiner,any Guarantor,or any of lhe,r propely,if)any ualement,represerildvin Or haryanI.I., SHALL FOR ALL PURPOSES BEDEEIAEDACONTRACT ENTERED INTOINTHE STATE C='4EWJEP,SEY THE made by CustDirter or all Guarninlor to CPS is incorrect in any iraienal respect,19)Custorre,or any Guarartor defaults under RIGHTS OF THE PART IES UNDER THIS AGREFMENTSHALL BEGOVERN EDBYTHELAV.SOFThESTA TEOFNEW asy 10311 or ac 13lif•ement a th)CUVOT,•W any G-Ja,-antor who is a natu-a person dies JERSEVW:THOUTREFERENCETOCONFLICTOf LAA PRINCl-LES AtvYACTIONBErtir-EeNCUSTOMERAJDCPS 16 REMEDIES UponihegpppeungofaryoneorrIEventsciDetaclt.CFSshalthavetherighttoexerc:earyoneofall SHALL BE BROUGHT IN ANY STATE OR FEDERPL COURT LCCATED IN THE COUNTY OFCAMDEN OR BURLINGTON, of the foilaw.mgrdredlusiwhrah shat ba cu�ei(b•+e)'erne'hnaousfyasiy'z.dpaadlnnnyadrf(a;to darts vii urpa,d NEW JERSEY,DRAT CFS'SOLE OPTION,IN 7 H Sf?IE WHERE CUST OVER OR THEEQU'PxdENI ISLOCA-ED Payirzn(s aid ottcy amoums due aid payable Order t•rs Agreererit with CFS retaining Ira to tie EctiPment,(b)to CUSTOMER,IRREVOCABLY WAIVES OB.ECTIONS TO THEJUP,ISDICTION OF SUCH COURTS M40 OBJECTIONS TO 'am3nare my and a7 agreements w'l)Cus'omcr,(c),v th or wilhoi!nc'r_c,demand or legal pro-ess,'c retake possess'on of 4ENUE-NDCONV.NIEPJCEOFFIIRU:1 EACH OF CUSTOMER AND CPSHEREBYWAIVESAN(RIGH'TOA ARY any or all a'the Equpirent,and Customer aWhonzes and empowers CFS to enter upon:he remses wherove(the Equipment TRIAL IN ANY SUCH PROCEED NGS CPS 10791C3r13) t f+ Service Provider Terms and Conditions 'ELIE111�tZ flC TE Canon Financial Services ("CFS") Cost Per Copy agreement CANON SOLUTIONS AMERICA Canon Solutions America,Inc.('CSA") One Canon Park,Melville,NY 11747 (800)613-2228 1. TERM Canon Solutions ,America, Inc ("CSA") shall provide rectify such problems and maintaining a log of such problems to assist in maintenance on the Equipment Included In the CFS Cost Per Copy tracking the same Embedded Software as used herein does not Include Agreement ("CFS Agreement") for the term of the CFS Agreement, separately-priced application software supplied by CSA to you under any Including any applicable renewal term,beginning on the date of installation separate acquisition agreement, and support therefor shall be solely Capitalized terms not defined herein shall have the meaning set forth in the governed by the provisions thereof CFS Agreement 4. NON-COVERED SERVICE The fallowing services, and any other 2. CHARGES Base Charges and Per Image Charges, Including work beyond the scope of this Agreement,shall be invoiced in accordance Images in Excess of Covered Images,shall be invoiced in accordance with with CSA's then current labor.parts and supply charges (a)replacement of the CFS Agreement any consumable supply item,including,without limitation,paper,toner,Ink, (a)Toner Inclusive Service Includes replenishment of Supplies specified in waste containers, fuser oil or staples(except for toner Inclusive service to the CFS Agreement and are for exclusive use with the Equipment If the extent provided in Subparagraph 2(a)above), other media,print heads Customer's usage of toner exceeds manufacturer specifications for and puncher dies,(b)repairs necessitated by factors other than normal use conventional coverage by more than 10%.CSA may advise GFS to invoice including,without limitation,any willful act,negligence,abuse or misuse of Customer directly for such excess toner Customer may purchase the Equipment,the use of parts,supplies or software which are not supplied additionar toner from CSA if required during the term Customer shall bear by CSA and which cause abnormally frequent service calls or service all risk of loss,theft or damage to unused Supplies,which shall remain problems, service performed by personnel other than CSA personnel; CSA's property and shall be returned promptly upon termination of this accident,use of the Equipment with non-compatible hardware or software Agreement components, electrical power malfunction or heating, cooling or humidity ambient conditions, (c) de-installation, re-installation or relocation of (b)If Customer has specified the Fleet Guaranteed Copy plan in the CFS Equipment;(d)repairs to or realignment of Equipment,and related training, Agreement,the Base Charge and the Covered Images shall apply to the necessitated by changes you made to your system configuration or network fleet of Equipment environment, (e)work which you request to be performed outside of CSA's (c)Unless otherwise indicated on the CFS Agreement,Customer authorizes regular business hours,or(f)any network system connection device except CSA to use networked features of the Equipment including imageWARE when listed in the CFS Agreement Remote to receive software updates,activate featurestnew licenses and/or 5. DATA. Customer acknowledges that the hard drive(s) on the transmit use and service data accumulated by the Equipment over Equipment, including attached devices, may retain images, content or Customer's network by means of an HTTPS protocol and to store,analyze other data that you may store for purposes of normal operation of the and use such data for purposes related to servicing the Equipment and Equipment ("Data") You acknowledge that CSA is not storing Data on product improvement behalf on you and that exposure or access to the Data by CSA,if any,is (d)Customer agrees to provide meter readings to CSA,if applicable, in purely incidental to the services performed by CSA Neither CSA nor any accordance with the Meter Method and/or Meter Reading Frequency of their affiliates has an obligation to erase or overwrite Data upon specified in the CFS Agreement and CSA's normal procedures If you Customer's return of the Equipment to CSA or any leasing company selected CSA's eManage website,you shall complete CSA's registration Customer is solely responsible for (i)Customer compliance with applicable process governing access to and use of such.website CSA may change law and legal requirements pertaining to data privacy, storage,security, Customer's Meter Method and/or Meter Reading Frequency from time to retention and protection, and (ii) all decisions related to erasing or time upon 60 days notice If CSA does not receive timely meter readings overwriting Data Without limiting the foregoing, Customer should, (a) from Customer, Customer agrees to pay invoices that reflect GSA's enable the Hard Disk Drive (HDD) data erase functionality that is a estimates of meter readings CSA reserves the right to verify the accuracy standard feature on certain Equipment and/or(b) prior to return or other of any meter readings from time to time, and to advise CFS to make disposition of the Equipment, utilize tho HDD(or comparable)formatting appropriate adjustments to Customer's account on Customer's next function (which may be referred to as "Initialized All DataiSettings" invoice function)if found on the Equipment to perform a one pass overwrite of Data or,if Customer has higher security requirements,Customer may purchase 3. COVERED SERVICE CSA shall provide all routine preventive from CSA at current rates an available option for the Equipment,which maintenance and emergency service necessary to keep the Equipment in may include (x) an HDD Data Encryption Kit option wnich disguises good working order in accordance with this Agreement and CSA's normal information before it is written to the hard drive using encryption algorithms, practice Such service shall be performed during CSA's local regular (y)a HDD Data Erase Kit that can perform up to a 3-pass overwrite of Data business hours (8 30 A.M to 5:00 P.M. Monday through Friday, except (for Equipment not containing data erase functionality as a standard holidays) feature), or(z)a replacement hard drive(in which case Customer should (a) Customer shall afford CSA reasonable access to the Equipment to properly destroy the replaced hard drive) The terns of this section shall perform on-site service Customer acknowledges that CSA may not be solely govern as to Data, notwithstanding that any provisions of this able to provide maintenance for Equipment outside of CSA's servicing Agreement or any separate confidentiality or data security or other territory Parts or Equipment replaced or removed by CSA in connection agreement now or hereafter entered into between you and CSA could be with maintenance services hereunder shall become the property of CSA construed to apply to Data and Customer disclaims any interest therein. 6. CUSTOMER SATISFACTION POLICY.If you are not satisfied with (b)CSA shall make available to Customer,from time to time upgrades and the performance of your Canon or Oce brand product, upon your written bug fixes for the software licensed as part of the Equipment(`Embedded request,CSA in its sole discretion will repair or replace the product with a Software"),but (i)only if such upgrades and bug fixes are provided to CSA like unit with equivalent capabilities Prior to replacement,CSA shall have by the developers of such Embedded Software,(it)availability of upgrades had the opportunity to return the product to good working order in and bug fixes may be at additional charge, and (III) installation of such accordance with the terms of this agreement. This policy shall apply for upgrades and bug fixes by CSA if requested by you shall be at addit"onal 3 years from the date of installation or for the initial term of any CFS Lease, charge You are not required to use CSA for installation of any upgrades if longer,provided Customer is riot in default of this Agreerrient and such and bug fixes,but if installation is done by anyone other than CSA,CSA maintenance services have not been canceled or terminated shall have no responsibility for any performance or other issues that may CUSTOMER AGREES THAT NOTHING iN THIS SECTION WILL tosult frorn such installation CSA shall also use reasonable efforts to ENTITLE CUSTOMER TO TERMINATE THE CFS AGREEMEN i provide Level 1 support for the Embedded Software. Level 1 support consists of providing help-line telephone assistance in operating the Embedded Software and identifying service problems,facilitating contact between Customer and the developer of the Listed Software to attempt to SER CPC 023 Janua-r 2016 CSA Custor ii, t1 Date t`w._� canon Canon Financial Services, Inc. Addendum to Agreement f0r Application # 979821 WHEREAS,Canon Financial Services, Inc. ("CFS")and Town of Southold ("Customer")have determined that it is for their mutual benefit to enter into this Addendum("Addendum")to the Lease Agreement (whether designated a Lease,Rental Agreement,Master 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,the parties hereto hereby agree as follows: Capitalized terms used herein but not otherwise defined herein shall have the respective meanings given to such terms in the Agreement. 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 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 respect govern and control. The terms and conditions paragraph(s)in the Agreement(CFS-1079 03/13)are changed as follows: 2. AGREEMENT PAYMENTS: Paragraph 2 is amended by deleting the second and third sentences 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." 10. INDEMNITY: Paragraph 10 is amended bydeleting the paragraph in its entirety-and replacing with the following-"CFS is not responsible for any losses or injuries caused by the installation, removal or use of the Equipment except those due to CFS'gross negligence. Customer agrees to reimburse CFS for and defend CFS against any claims for losses or injuries(including attorneys'fees and costs)caused by the Equipment.This section shall survive termination of this Agreement." 17. LATE CHARGES;EXPENSES OF ENFORCEMENT: Paragraph 17 is amended by deleting the first two sentences in their entirety. Customer will be late charge exempt. Customer agrees that CFS may accept a facsimile 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. TOWN OF S HOLb 8y: ; Title: Printed Na-n' Date: Title: �� 5 P Printed Name: t'0 `� x Title: y IV r CANON FINANCIAL SERVICES,INC. ("CFS") Municipal Fiscal Funding addendum 14904 Collections Center Dr Agreement Chicago, Illinois 60693 Number- Agreement Date: GOVERNMENTAL ENTITY Complete Legal Name Town of Southold ("Customer) THIS 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. The Customer warrants that it has funds available to pay the lease payments ("Payments") payable pursuant to the lease agreement (the "Agreement") between Customer and CFS 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 the Agreement. The officer of the 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 the 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 the Agreement, and thereupon, Customer shall be released of its obligations 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. In the event Customer, returns the Equipment pursuant to the terms of this Addendum and the 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 Governmental Entity by the following signatory has been duly taken and remains in full force and effect CFS may accept a facsimile copy of this Addendum as an original for all purposes. ACCEPTED Canon Financial Services, Inc. Customer By Title Printed tt) c��a. '�� Date Title `J CFS-2020(06/12) ,J SUBSCRIPTION SUPPORT SERVICES AGREEMENT �aN 'a N CANON SOLUTIONS AMERICA Canon Solutions America,Inc.("CSA") One Canon Park,Melville,NY 11747 (800)613-2228 Linda C Lehman 5 4 2016 Salesperson!Analyst Order Date • • Customer Account. 1047792 Related Agreement*(if applicable) S0538706 Company: SOUTHOLD TOWN OF Agreement Term ❑ Months(max 12 months) Address 41405 ROUTE 25 ® Lease Term City PECONIC Payment Terms ❑ Net 30 State NY I Zip 11958 Phone#, 631 765 1891 ® Bill with my CFS Lease Payment ❑ Credit Card Contact Lloyd Retsenberg Fax# Requires submission of secure credit card authorization form Small: Iloydr@southholdtownny gov Customer P.0 Number Ordered Qty Item Code Description Price Extended Price 1 2807V116 SUBSCRIPTION SUPPORT SERVICES 6 UNIT BLOCK F Included Included Total Sales 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 Subscription Support Services specified above("Units")are consumed or(b)for either(as indicated above)the number of months indicated above beginning on the Order Date or the end of the term of the applicable CFS lease 2. Included Services Under this Agreement,Canon Solutions America,Inc.("CSA")will provide to you Subscription Support Services ('Services")consisting of 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 A M-5,00 P M Monday through Fnday,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 Local Systems Analyst 3 1 Local Systems Engineer 3 1 Product Trainer 2 1 Subject to Course minimum requirements if applicable (continued on page 2) BY THE SIGNATURE O.YOUR AUTHORIZED SIGNA RY BELOW,YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGRCEMENT,CONSISTING OF 2 PAGES,AND YOU AGREE TO PURCHASE THE OU ITY OF UNITS SPECIFIED ABOVE,ON TI IE TERMS AND CONDI TIONS ABOVE AND AS CONTINUED ON PAGE 2 HEREOF Customer's Ai thonzed Si96tu o Printed Wpme GO �(�„ �� _ Tdlee'Cil sQ< Date SER-025 January 2016 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, Tenn when requested by you through the CSA service dispatch center solicit,offer employment to or hire such former CSA employee at any time CSA will determine the appropriate Resource Level(s) to be assigned during the one(1)year period after he or she ceases to be an employee based on your resource selection or description of the requested Services of CSA CSA reserves the right to reject any request by you if CSA determines that such request is for work beyond the scope of the Services covered by this 9. Confidentiality. CSA shall use commercially reasonable Agreement or the Resource Levels available hereunder. Units unused efforts during the recruiting, training and supervision of its personnel upon the expiration of the Term are non-refundable If Services requested providing Services to advise that they shall refrain from using except in by you,or completion of ongoing Services,will require Units in excess of connection with the Services,and shall not disclose to any third parties, the unused quantity available hereunder,CSA shall notify you in advance any of your business or financial information of a proprietary nature of completing the work and you shall instruct CSA to end work or you shall 10. Default. If you fail to pay any amounts within 15 days after the agree to pay for those additional Units at CSA's then prevailing rates same are due and payable under this Agreement,(or under the CFS lease, 5. Performance of Services. Services will be performed by CSA if the Units have been financed there under), or if you or CSA fads to personnel or its designee at your business locations located within CSA's perform in any material respect any other obligation hereunder within thirty servicing area. CSA personnel, while on-site at your premises, shall (30) days after written notice thereof from the other party, the non- comply with your reasonable security and other such policies of which defaulting party may terminate this Agreement upon written notice to the CSA has been informed by you in writing You will provide to CSR's other party Any such termination shall be without limitation of the rights personnel appropriate workspace and other assistance as may be and remedies of the non-defaulting party under applicable law. CSA shall reasonably required for the performance of the Services You not be required to accept any request for Services, or continue acknowledge that the performance by CSA of Services with respect to any performance of ongoing Services, at any time that any amount is non-CANON hardware or software may be dependent on assistance or hereunder(or the CFS lease)is due and unpaid cooperation from the third—party manufacturer or developer,including your 11. Miscellaneous. rhis Agreement shall be binding upon the requirement(s)to purchase any necessary software upgrades or licenses parties upon execution. In rendering Services hereunder,CSA shall be to operate the software acting as an independent contractor and shall not be deemed your 6. Payment. employee or agent Nothing in this Agreement shall be deemed to create (a) Unless the"Finance through my CFS Lease"option a partnership or joint venture between the parties This Agreement is selected on page 1 hereof,the total purchase price specified on page 1 constitutes the entire agreement between the parties with respect to the hereof is payable in full and in advance within no later than 30 days after Services and shall supersede all prior agreements, if any, between the the date of CSA's invoice therefore and CSA shall have no obligation to parties relating to the Services provided hereunder The parties stipulate provide any Services until such payment has been made If payrments are that neither of them has made any representation with respect to the late,CSA may charge you and you agree to pay a tate chaige equal to the subject matter of this Agreement or the execution and delivery hereof higher of ten percent (10%) of the amount due or ten dollars($10) as except such representations as are specifically set forth herein, No reasonable collection fees,not to exceed the maximum amount permitted modification,amendment,addendurn to or waiver of this Agreement shall by law, be binding upon the parties hereto unless made in writing and duly signed (b) If the "Finance through my CFS Lease" option is by both parties Any purchase order utilized by you shall be for your selected on page 1 hereof,the total purchase price specified on page 1 administrative convenience only,and any terms therein which conflict with, shall be financed by the lessor(Canon Financial Services, Inc)through vary from or supplement the provisions of this Agreement shall be deemed the applicable lease, as provided herein, over the initial term of the null and void A failure of either party to exercise any right provided for applicable lease, herein shall not be deemed a waiver of any right under this Agreement This Agreement shall inure to the benefit of and be binding upon the 7. EXCLUSION OF WARRANTIES AND LIMITATION OF successors and permitted assigns of the respective parties This LIABILITY. CSA WARRANTS THAT IT WILL PERFORM SERVICES Agreement shall not be assignable by you without CSA's prior written HEREUNDFR IN A PROFESSIONAL AND COMPETENT MANNER consent, and any attempted assignment without such consent shall be CONSISTENT WITH THE RESOURCE LEVEL UTILIZED OTHERWISE, void if a court finds any provision of this Agreement(or part thereof)to be CSA MAKES NO WARRANTIES,EXPRESS OR IMPLIED,INCLUDING unenforceable,the remaining provisions of this Agreement shall remain in WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR full force and effect FITNESS FOR A PARTICULAR PURPOSE,WITH RESPECT TO THE 12. Choice of Law and Forum. THIS AGREEMENT SHALL BE SERVICES CSA SHALL NOT BE LIABLE FOR INJURY DAMAGE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE EXCEPT TO THE EXTENT CAUSED NEGLIGENCE OR INTERNAL LAWS OF THE STATE OF NEW YORK ANY AND ALL WILLFUL MISCONDUCT, CSA SHALLLL NOT OT BE LIABLE FOR SUITS COMMENCED BY YOU AGAINST CSA, WHETHER OR NOT EXPENDITURES FOR SUBSTITUTE ,CORRUPTION OR SERVICES, ARISING UNDER THIS AGREEMENT AND REGARDLESS OF THE LOSS OF REVENUE OR PROFIT,LOSS, GS OR OTHER OR RELEASE LEGAL THEORY UPON WHICH SUCH SUITS ARE BASED,SHALL BE OF DATA, FAILURE TO REALIZE SAVINGS OR O"fHER BENEFITS, STORAGE CHARGES OR INCIDENTAL, SPECIAL, PUNITIVE OR BROUGHT ONLY IN THE STATE OR FEDERAL COURTS LOCATED CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR IN WITHIN THE CITY OF NEW YORK YOU CONSENT TO THE CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR LEGAL I HEORY ON WHICH THE CLAIM IS BASED AND EVEN IF CSA FEDERAL COURT LOCATED WITHIN THE CITY OF NEW YORK UPON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN SERVICE OF PROCESS MADE IN ACCORDANCE WITH THE NO EVENT SHALL CSA's LIABILITY TO YOU HEREUNDER OR IN APPLICABLE STATUTES AND RULES OF THE STATE OF NEW YORK CONNECTION WITH THE SERVICES EXCEED THE AGGREGATE OR THE UNITED STATES. ANY SUIT BETWEEN THE PARTIES AMOUNT PAID BY YOU TO CSA PURSUANT TO THIS AGREEMENT HERETO, OTHER THAN FOR PAYMENT OF AMOUNTS DUE HEREUNDER,SHALL BE COMMENCED,IF AT ALL,WITHIN ONE(1) S. Non-Solicitation. Throughout the Term and for one(1)year YEAR OF THE DATE THAT THE CLAIM ACCRUES THE PARTIES following the expiration or termination thereof,you agree that you will not, IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT directly or through any third party, solicit, offer employment to, hire. BETWEEN THEM interfere with or endeavor to entice away from CSA any individual who is 13 ELECTRONIC ACCEPTANCE. You agree that CSA may an employee of CSA and who,at any time during the Tenn,was involved in providing Services to you hereunder You further agree with respect to accept an electronic image of this Agreement as an original, and that any former employee of CSA who was involved in providing Services electronic copies of your signature will be treated as an original for all purposes SER-025 January 2016 CSA Page 2 of 2 Customer untidl5, �•� Date CANON sotunONSAMERICA LSE UPGRADE,TRADE-IN, RETURN OR BUY-OUT REIMBURSEMENT ADDENDUM TO AGREEMENT# Canon Solutions America,Inc ("CSA") One Canon Park,Melville,NY 11747 S053870602 (the"AGREEMENT") q10 613-22211 "+ -_ Page 1 of 1 Customer("You'}: CustomerAccount:1047792 Bury-'OtjtReimbitrsement Company:SOUTHOLD,TOWN OF $ !to be paid under the circumstances described in Address.41405 ROUTE 25 Section 1 below, City PECONIC County:SUFFOLK Payable to ❑You ❑Canon Financial Services,Inc State NY I Zip,11958 Phone#631 765 1891 Reason for check issuance- Email.lloydr(M_southo(dtownny gov I t:`4sepUpgrade or BOY-otlt Acknowledgoment=.. 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 buyout acceptance of the Equipment listed on the Agreement, select one of the following, ❑ Not Applicable alilbiAsIng 001EtlS fly Nat11 4 'j. C,L 5t3-NiEmb&Y• ', ❑ You will return the equipmentto the leasing company according to the terms CFS 001-0545927-008 and conditions of your lease agreement ® CSA will return the equipment to the leasing company per Section 2 below- El You will retain the equipment. If so will the equipment remain under a CSA Maintenance Agreemenr? Yes ❑ No❑ ❑ CSA will pickup the equipment for Trade In l3tittrnAllthptizatlan Please select one: Pick-Up Information: ❑ Trade-In ❑✓ Same Date as Delivery of Listed Items specified on the Agreement. Please note that any applicable trade-in credit is reflected in the periodic lease payments or purchase price as specified in the Agreement Other Specified Date. I c'dulompnt Condition 1:1Good working Condition ElAsis condition 1:1 (but no longer than 30 days—after dehvery of Listed Items under Agreement) ❑✓ Return Equipment to selected Leasing Company Contact Name, Phone n.1 Canon Financial Services E-Mail ❑ Return Equipment to CSA Original order Date Special Removal Instructions, Return Stem;• = Meter Equipment acarian,if, CoMacE Mame&' Alt Pick- Code, ,Code DeScti ion Serial# fieatlin different than above Phone" Email^ It Date U631,776665t8991 GTR 36149003 IRADVC5051 GOM60176 190000 - Loyd 1Iloydr,3soiAholdtownoy.gov Return Codes- Trade-h1•TRD Return to CFS R-CFS Return to CIT R-CIT Return to CSAR-CSA You have agreed to acquire from CSA certain Listed Items pursuant to tho Agreement By your signature below,you agree to supplerent the terms of the Agreement as follows 1 if Buy Out Reimbursement is selected:The Buy-Ou!Reimbursement indicated above will be paid directly to the designated party by CSA upon installation and test,nq of the Listed Items and payment to CSA(by you or by the Leasing Company)of the purcnase price for the listed Items The Buy-Out Reimbursement will be paid for the sole purpose of remibursement of early termination charges or fees and assccialed 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 flat CSR's financial obligation is I coded to the Buy-Out Reimbursement amount,and that you are responsible for any other obligatiois,including any charges which are not covered by the Diy-Out Relmbursenrnt 2.if Trade-in Equipment or Return to Leasing Company is selected:You hareby authorize GSA to pick up the Trade-in or Return,Equipment listed above You agree to pay CSA's removal charges if, on the date specified above,the Tracie-in or Return Equipment is unavailable for pickup and removal through no fault of CSA,Trade-in Equipmont shall be conveyed to CSA,and(a)you represent that CSA will receive good and marketable title to each unit of Trade-in Equipment,free and clear of any and all liens and leasehold interests (b)you warrant that the Trade In Equipment will be delivered to CSA(unless specified above that the trade-in is on an`As Is'basis)in Good working condition,reasonable wear and tear 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 fad to comply with any of the foregoing CSA may,without hmit,ng Its other remedies under applicable law,return the Trade In Ecuipmem 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 GSA's Invoice,the full amount of any trade-in credit reflected in the Agreement(which amount shall equal the fair market value of such Trace-In Equipment,as determined by CSA);Return Equipment shall be shipped to the Leasing Company specified above,and GRA'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 GSA's expense and risk(but only to the extent of obvious damage in transit),for the shipment of the Return Equipment to the Leasing Gompany 3. DATA.You acknowledge that the hard dnve(s)on the Equipment,including attached devices,may retain images,content or o'her data that yca 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,d any,is purely incidental to the services performed by CSA.Neither CSA nor any of they affiliates has an obligation to erase or overwrite Data upon.Your retum of the Equipment to CSA or any leasing company You are solely responsraie for(j)your compliance with appl cable law and legal requirements pertaining to data privacy,storage,security,retention and protection,and(n)all decisions related to erasing or overwriting Data The terms of this sect,on shall solely govern as to Data,notwithstanding that any prov-stons of this Agreement or any separate confioenhahty or data security or other agreement now or hereafter entered Into cetween you and CSA could be construed to apply to Data THIS ADDENDUM SHALL BECOME EFFECTIVE AT 7 'AME TIME AS THE AGREEMENT BECOME EFFECTIVE IN ACCORDANCE WITH THE TERMS THEREOF EXCEPT AS SUPPLEMENTED HEREBY THI'AwREEMENT SHAL AIN UNCH ED AND IN ULL FORCE AND EFFECT. Customers Authorized Slgn`/at�uree Printed Name 'QW A Title- 6vj6(, rut 4uy Date f0 SLS-0049 January2C%CSAi