HomeMy WebLinkAboutCanon - Justice Court
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RESOLUTION 2006-657
ADOPTED
DOC ill: 2063
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2006-657 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
AUGUST 8, 2006:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Scott A. Russell to execute an al!reement with Canon Business Solutions - East
Inc. in connection with the lease of one (1) Canon IR 5070 copy machine for usc by the Justice
Com1 at a monthly cost of$367.89 for a period of sixty (60) months from the date of installation,
all in accordance with the approval of the Town Attorney.
ar~CI.~p/IJ...
Elizabeth A. Neville
South old Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Albert Krupski Jr., Councilman
SECONDER: William P. Edwards, Councilman
AYES: Evans, Wickham, Ross, Edwards, Russell, Krupski Jr.
Cost Per Copy Rental Agreement
Canon~
CANON BUSINESS SOLUTIONS - EAST. INC"
I ACCOUNT #
Headquarters: 300 Commerce Square Blvd., Burlington, NJ 080 ] 6
EQUIPMENT DESCRIPTION
("EQUIPMENT")
SERiAl
NU'-'lER
MONTHLY MINIMUM RENTAL
(Plus applicable sales tax)
MONTHLY
COPY AlLOWANCE
EXCESS COPY CHARGE
(PluS applicable sales tax)
UNIT#
,.
$ :3
$
Gop;es . 007
per
copy
2.
Copies
per
copy
3.
$
Copies
per
copy
Agreement includes black toner based on manufacturer's suggested toner yield. Supplies will be shipped quarterly.
INITIAL TERM OF AGREEMENT:
'Plus applicable sales tax
Equipment Location (if different than billing address)
6 () MONTHS
If Sales Tax Exempt, a valid tax exempt certificate
must accompany this Agreement.
Advance Rental
[S]$n
SOLE PROPRIETORSHIP:
DATE OF BIRTH:
Street
Customer Contact for
Meter Readings:
City
Stale
Zip
NAME: SS#:
ADDRESS:
CORPORATIONIPARTNERSHIP: TAX 10#,
Purchase Order #
If this information differs for each machine, please attach schedule.
Fax No. (
TERMS AND CONDITIONS
Thewords YOU and YOUR _ I!-. User ofl!-. ~Ipment. Thewonls WE, US, CANON BU~NESS SOLUTIONS" EAST, INC., and OUR ""'to 1!-.00000oll!-. Equipment.
IMPORTANT INFORMATION ABOUT ESTABLISHING A RELATIONSHIP WITH CANON: To help the United States Government fight terrorism and money laundering, Federal law requires us to obtain, verify, and record
information that identifies each person or business that opens an account or establishes a relationship. What lt1is means for you: when you open an account or establish a relationship, we will ask for your name, street
address, date of birth, and ident~ication number, such as a social security number or taxpayer identification number. For businesses, we will ask for the business name, street address and tax identification number. Federal
law requires us to obtain this information. We may also ask to see your drive~s license or other identifying documents that will allow us to identify you, We appreciate your cooperation.
1. RENTAL AGREEMENT ("AGREEMENT"): We agree to rent to you and you agree to rent from us the Equipment listed above ('Equipment"). You promise to pay us the Monthly Minimum Rental ('MMR") in accordance with the
tenns beklw plus the Excess Copy Charge ('ECC') 011 co~es in excess of the Monthly Copy Allowance ('MCA'), which ECC shall be billed annual~ or by allOther period determined by us. You authorize us to insert in this Agreement
serial numbers of Equipmtmt when we so determine them. The parties intend this Agreement to be a finance lease under Article 2A of the Unnorm Commercial Code.
2. TERM AND RENT: The Agreement shall commence on the day lt1at any of the Equipment is delivered to you (lt1e 'Commencement Date"). ECC shall be payable in arrears, as bilied. MMRs shall be payable in advance. Your
obligation to pay such payments will begin oolt1e Commencement Date. Subsequent payments shall be due on the same day of each successive month thereafter until all rent and any additional rent or expense chargeable under
this Agreement shall be paid In lull. You agree to provide accurate and timely meter readings at the end of each appIlcab1e bllling period on the fonns or olt1er a1temate means spec~ied by us. If meter readings are not received
in a time~ manner, charges may tie estimale<l by us. YOUR OBLIGATION TO PAY THE MMR AND OTHER SUMS AND ALL OTHER OBLIGATIONS HEREUNDER SHALL BE ABSOLUTE AND UNCONDITIONAl AND ARE
NOT SUBJECT TO ANY ABATEMENT, SET.OFF, DEFENSE OR COUNTERCLAIM FOR ANY REASON WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY CLAIM THAT YOU MAY HAVE OR ASSERT AGAINST THE
SUPPLIER OR EQUIPMENT MANUFACTURER. This Agreement is NON CANCELABLE. If a period of deferment is noted on this Agreement, It in no way defers lt1e Commencement Date. Such deferment will only defer the
due dates of the instaliments of rent, ~us the corresponding MCA and, it shall increase the initial term by same. If any payment hereunder is not made by you when due, you shall be charged a late fee of ten percent (10%)
of the amount of such payment, plus interest on such amount at the rate of 1.15% per month from the due date until the date paid, but as to each of the foregoing, in no event more than the maximum rate permitted
by law, Any Advance Rental paid by you is irrevocable and is not otherwise subject to being returned or refunded to you. Advance Rental shall be applied against rents due or to become due hereunder,
THE TERMS AND CONDI1lONS PRINTED ON THE REVERSE SIDE ARE MADE A PART HEREOF.
gnutk\J ~1')N of BY X
USER (FULL LEGAL NAME) ) PO Bo)c; TlTLE
~3Cl9S ml"llr\J !<..no.r) 1119
BILLING ADDRESS PRINT NAME outhold
Sell Ifh (')\ d ~TE~ Irq 71 (631) 765- 1800
CITY ZIP PHONE NUMBER DATED
GUARANTY
I uncondrtional~ guarantee that Userwill pertorm all obligations under the Agreementfully and promptly. \ also agree that Owner may make other arrangements wrth the User and I will still be primarily and uncondinonally responsible
lor those payments and obligations. Owner does not have to notify me if the User defaults under the terms of the Agreement. If User defaults under the Agreement, I will immediate~ pay all amounts due in accordance with the
defauR provisions of the Agreement, plus any attorney's lees and other costs. I agree that this Guaranty will continue until the Agreement is fully paid and, that rt can be enforced by or for the benefit of any assignee or successor
of Owner. I CONSENT TO THE NON.EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK WITH RESPECT TO ANY ACTION ARISING OlfT OF ANY AGREEMENT, GUARANTY, SETTLEMENT
AGREEMENT, PROMISSORY NOTE OR OTHER ACCOMMODATION OR AGREEMENT WITH OWNER. THIS MEANS THAT ANY LEGAL ACTION FILED AGAINST ME MAY BE FILED IN NEW YORK AND THAT I MAY BE
REQUIRED TO DEFEND AND LITIGATE ANY SUCH ACTION IN NEW YORK I agree that service of process by cert~ied mail, return receipt requested, shall be deemed the equivalent of personal service in any such action, THIS
GUARANTY SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
X
X
INDIVIDUAllY
WITNESS SIGNATURE
DATE
GUARANTOR SIGNATURE
PRINT NAME
PRINT NAME
DATE
FORM 2Dl-REV 02/05
3. COVERED AND NON-COV~RED SERVICE.: All routine preventative maintenance and emergency service needed to keep the Equipment in wort:ing order shall be ~rformed by 'Canon - East' during its regular business hours 18:3Qam
to 5:00pm, Monday through Fnday, except holidays). You shall afford 'Canon. East' full and free access to the Equipment ifl order to enable 'Canon, East's' lec!inicians to service the Equipment. 'Canon - East' shall have tne right
to substitute parts al any lime dunng the term of this Agreement in which case the removedparts shall become Ihe property of 'Canon - East". The following servICeS and any other work beyond the scope of this Agreement shall be
invoiced in accordance with 'Canon -East's' established per call rates and terms then in effect:
(a) Repairs.neces.silated by facto~ other than no~al use including, wi!hootlimilation, ani wilHul act, negligence, abuse. or misuse of the .Equipment and its parts (including w~hout limitation, the c.opier dl\!rJ)); the use of parts
or sUPP:lles.whlch are ~t SUpplied '9Y. Canon or C~nOf1- East' a~a whlc.h. ca.use aOOorT1)a.ly frequent service calls or service problems; seMCe performed by personnel other man 'Canon - East's' service techniCians; transportation
of the EqUipment; aCCident; and failure of electncal power, alrcondltlonlflg or humidity control.
Ib) re-installationoftheEquipment;or
c} wo~ which you reques,tto be periorm,ed outside of 'Ca~on -.E~t's" regu.lar b~siness hou~.lf in 'Canon - East's". opinio~, the .Equipment cannot be maintained in good working order through 'Canon - East's' routine preventative
maintenance servlce, Canon - East shall have the rlghtt Ifl its sole discretion, to substitute comparable EgUlpmentln whICh case the removed EqUipment sllall become the property of 'Canon 0 East' and the substituted
eQ!Jjpment shall become subject to this Agreement. N"othlfl~ contained herein shall be construed as providing you with an election of remedies. .
4, NO WARRANTIES: We are renlin~ Ihe E~u~menl lo_you 'AS IS. WE EXPRESSLY DISCLAIM ALL WARRANTIES EXPRESSED OR IMPLIED AS TO ANY MAffiR WHATSOEVER, INCLUDING WITHOUT LIMITATION THE
CONDITION, MERCHANTABllITYhOR FITNESS FOR A PARTICULAR PURPOSE OF THE EQUIPMENT OR INFRINGEMENT OR THE LIKE YOU HEREBY ACKNOWLEDGE AND AGREE THATTHE EQUIPMENT IS OF A FUNCTION
DESIGN CAPACITY AND OTHEN SPECIFICATIONS SELECTED SOLELY BY YOU AND THAT WE AND OUR AFFILIATES OFFICERS, DIRECTORS AND SHAREHOLDERS HAVE NO RESPONSIBILITY IN CONNECTION
THEREWITH. WE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY OAMAGE~,INCLUDING WITHOUT lIMITATlON,!'ERSONALINJURY"PROPERTY DAMAGES, LOSS OF BUSINES~ OR INCIDENTAL OR CONSEQUENTIAL
DAMAGES CAUSED BY OR RELATED TO THE EQUIPMENT ITS MANUFACTuRE INSTALLATION, FUNCTIONINu OR OPERATION uR CAUSED BY ANY DELAYS IN MAKING uElIVERIES OR REPAIRS OR BY THE
MANUFACTURER'S OR SUPPLIER'S PERFORMANCE OF MAINTENANCE ON THE EDUIPMENT YOU ACKNOWLEDGE THAT THE FURNISHING OR MAINTENANCE SERVICE FOR THE EQUIPMENT BY THE MANUFACTURER
OR SUPPLIER DOES NOT IN ANY WAY AFFECT THE DISCLAIMER SET FORTH HEREIN AND DOES NOT ASSURE IN ANY MANNER WHATSOEVER UNINTERRUPTED OPERATION AND USE OF THE EOUIPMENT
Notwithstanding tt1e 10regoingLneitherwe nor our affiliates, officers, directors or shareholders shall be liable for any consequential or incidental damages.
5. OWNERSHIP, REDELlVE~ AND. RENEW~L: We are the OWl1er of the Equipment and ha~e t~le to the Equipment. To protect,ou.r rights in the Equipme.nt, in the eventt~is Agreement is determined to be a security agreement, you
hereby grant to us a secUrity mterestln the Equ\pm~nt and all proceeds, products, rents or profits therefrom. In states where ~rmlsslble, you hereby authOrize us to cause thIS Agreement or any statement or other instrument in re~t
to this Agreement showing our Interest In the EqUipment and In any ottier equipment financed by us and/or our affiliates ( Other Equipment'), including Uniform Commercial Code Financing Statements, to be filed or recorded and
reflled and re-recorded ana grant us the right to execute your name-thereto. You agree to execute and delIVer any statement or instrument requested by us for such pu~. You agree to payor reimburse us lor any searches filings
recording~, stamp fees or taXes rel~ted to th~ filing O[ recording of any such instrument or s.tatement. No more. tt1an one hundr~d eighty (1.80) days .bl.It not less than ninety 190) ~ys prior 10 the exp.iration of the inilialterm or any renewal
term of thiS Agreement you shall give us wntten notice of your Intenbon to return the EqUipment to us. ProVided you have given such timely notice, you shall return the 'Equlpmentl-fre!Qht and Insurance p're~, to us in good repair
condition and working order, ordinary wear and tear excepted, in a manner and to a location designated by us. If you fail to so notify us, or "having no@ed us, you fail to return the tquipment as provided herein, this Agreement s"hall
renewforadditionallermsofninetv(901davseachata~riodicrentequalto 100% of the rent provided herein.
6. MAINTENANCE, RISK OF LOSS, AND INSURANCE: You are responsible for Installing and keepinQ the Equipment in oood workinQ order. Except for ordinary wear and tear I you are res~nsible for protecting the Equipment from
damage and loss 01 any kind. If the Equipment is damaged or lost, you agree to continue to pay rent.l'ou agree, dunng the term of this Agreement, to keep the Equipment lu Iy insured against damage and loss, from every cause
whatsoever, for not less than the full replacement value thereof, and to obtain a general public liability insurance policy, in each case from an msurer or insurers reasonably satisfactory to us, naming us and our assigns as loss payees
and additional Insureds. You agree to provide us with cert~icates or other eVldence of such insurance. If you fall to obfain such insurance or to provide evidence thereof to us, yoo agree that we may, but shall not be obligated to, obtain
such insurance onJour behalf and charge you for all costs and ex~nses associated therewith. Wlthoullimrting the generality of the forgoing, yoo spec~ically acknowledge and agree that if we obtain such insurance on your beha~
Iou will be require to pay a monthly Insurance charQe con. slsting of reimbursement for premiums advanced to the Insurer, finance charges on the unreimbursed balance of suc~ premiums at a rate of 16% per annum and a lee 0/
5.00. We, our assignees and/or th~lr asSIgnees and70r !heir. affiliates receive ~ portio~ of the insurance charges w~ich may include a profit from such charges. .. ,.. .
7. INDEMNITY: We are not responSible for any losses or Inlunes caus.ed by the Installation, removal or use 01 t1ie EqUipment. You agree to reimburse us for ana to defend us against any claims for losses or Inlunes (Including pre- and
post-iuggement altorney's fees and costs) caused by the Equipment
8. TAXES AND FEES: You agree to pay when due or reimburse us for all taxes, fees, fines and penalties relating to use or oWl'lership of the Equipment or to this Agreement, now or hereafter imposed, levied or assessed by any state,
federal or local government or a,genG}'. You agree to Jlay us a non-refundable origination fee of $67.50 in connection with this Agreement.
EQUIPMENT L.OCATED IN CERTAIN STATES is subject to sales tax laws which require that tax be paid up front. If you choose to pay tl1is tax ur front, you may include your check for the current percent of taX applied to the cost
of EQuipment. If you do not include payment up front, you authorize us to advance the tax and increase your monthly payment by an amount equa to the current tax percentage applied to the monthly rental shown above.
9. LOCATION OF"EQUIPMENT: You win keep and use the Equipment only at your address shown on the reverse side and use the "Equipment for business purposes only. You agree that the Equipment will not be removed from that
address unless you get our written ~rmission in advance to move it. You agree that the Equiprnent will be used for business purposes only.
10. DEFAUL.T A"ND REMEDIES: If (a) you fail to pay rent or any other payment hereunder and/or under any other agreement with us and/or our affiliates concerning ttle finance of Other Equipment when due; or (b) you breach anj
representation or warranty, or fail to penorm anl 01 the other terms, covenants or condrtions of thiS Agreement and/or under any other agreement with us and/or our affiliates concerning the finance of Other Equipment after ten {W)
da:ys wntten notic_ej or (cf you or Guarantor sus ain a substantial deterioration in your or Guarantots cond~ion (financial or otherwise), or become insolvent or make an assignment forlhe benef~ of creditors, or file a petition under
the Bankruptcy Cooe or one is filed against you; or (d) a receiver, trustee, conservator or iiquidator is appointed with or without your consent, you shall be in defau~ under the AlIreement and, we may, to the extent permittelfby applicable
law, exercise anyone or more 01 the following remedies; (i) we can require that you return the Equipment and/or any Other Equipment, to us and declare due, sue for and-receive from you the sum of all rental payments and other
amounts then due and owing under thiS Agreement or any schedule thereto, plus the present value of the remaining MMR payments lor the unexpired term of this Agreement or any sChedule thereto discounted at the rate 016%
per annum and, or the lowest legal rate; (Iii to similarly accelerate the balances due under any other agreements Detween you and us and/or any affiliate of ours concerning the finance of equipment; (iiil a~houQh you agree that
we are not obligated to do so, if we deCide 0 take possession of the Equipment and/or the GUier Equipment, we shall give you credit for any sums received by us from the sale or rental of the n after deduction 01 any amount still
owed by you under this Agreement and our cost of repossession and the sale or rental of the EQuipment. (iv) require you to return all EqUipment and/or Other Equipment at your expense to a place reasonably designated by us; (vi
to charge you for all the expenses incurred in connection with the enforcement of any of our remedies incluoing all costs of collection, reasonable attorney's fees and court costs. lessee shall also be liable lor the pre- and posto)uagemen
attomey's fees and costs incurred by Lessor after a judgement has bee n entered against Lessee by any court.
All our remedie.s are cumulative, are In addition to any other remedies provlded for Dy law and may, to the extent permitted by law, be exercised either concurrently or separately. Exercise of anyone reme!iY. shall not be deemed an
elecllon 01 sllCh remedy or to preclude the exercise of any other remedy. No failure on our part to exercise any righf or remedy and no delay in exercising any right or remelly shall operate as a waIVer of any right or remedy or to modify
the terms of thiS AQreement. A waiver of default shall not be construed as a waiver of any other or sub~uenl default.
11. ASSIGNMENT'YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN THIS AGREEMENT OR SUBLEASE THE EQUIPMENT We may sell, assign or transler Ihis Agreemenl, w~oul nol<e. You agree Ihal if we sell, asSign or
transfer this Alreemen!. the new owner will have the same rig!1ts and benefits that we have now and WIll not have to ~ertorm anj of our obligations. You agree that the right of the new owner will not be suti!ectto any claims,. defense~
or set offs Iha you may have a~insl us. WE MAY SELb ASSIGN, OR TRANSFER OUR RIGHTS (BUT NOT OUR OBLIGATIONS) UNDER THIS AGREEMENT TO CITICORP VENDOR FINANCE, INC. UCH SAtE, AS,IGNMEN I
OR TRANSFER SHALL NOT RELIEVE US OF OUR OollGATIONS HEREUNDER.
12, CONSENT TD JURISDICTION ANO GOVERNING LAW: SUBJECT TO THE PROVISIONS SET FORTH ELSEWHERE IN THIS AGREEMENT WITH RESPECT TO ARBITRATION PROCEEDINGS YOU CONSENT TO THE NON.
EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK WITH RESPECT TO ANY ACTION ARISING OUT OF THIS AGREEMENT OR THE EQUIPMENT. THIS MEANS THAt ANY PERMISSIBLE LAWSUIT
FILED AGAINSTYOU MAY BE FILED IN NEW YORK AND THAT YOU MAY BE REQUIRED TO DEFEND ANO LITIGATE ANY SUCH LAWSUIT IN NEW YORK. You agree ~al seNice o[process bv certified mail, relum recei~1 reguesle~
shall be deemed Ihe eguivalenl of personal seNice in any such action. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEWYORK. TO THE EXTENT PERMITTEu
BY ilIW, YOU WAIVE TRIAL BY JURY IN ANY ACTION HEREUNDER. YOU HEREBY WAIVE ANY AND ALL RIGHTS AND REMEDIES GRANTED YOU BY SECTION 2A.508 THROUGH 2A.522 OF THE UNIFORM COMMERCIAL
CODE.
13. ARBITRATION: Except as otherwise expressly setlorth below in this section, any issue, claim or dispute between us and you or any' of our or your respective successors, assigns, agents, officers or employees arising out of or in
connection with or relatmg to thiS AQreement or any dealin1s between us and you with respect to thiS Agreement or the EqUipment, whether based on contract statute, r!'!9ulation, torf(including fraud or any Intentionaltortl or any
other legal or equi!able grounds,mcfudingthe arbitrability 0 the matter and the scope of the arbitration, shall be resolved by bmdlng arbitration in accordance with the provisions of this section. Arbitration replaces the right to resofl
to the courts for dispute resolution.
Arbitration must be filed with the American Arbitration Association or the National Arbitration Forum. The arbitration shall be decided by a single arbitrator, unless any party to such arbitration requests a Ranel of three arbrtrators,
in which case the arbitration shall be condllCted bya panel of three ar bitrators(sucharb~ratororarbitratorshereinbeingreferredtoas,"tt1earbilralor'). The arMrator shalT deCide the dispute in accori:lanceWlth appltcable substantIVe
law consistent with the Federal Arbitration Act. The decISion rendered by the arbitrator shall be In writing, provided, however, that the arbrtrator need not provide a statement of reasons unless ooe is requested by a party to the arbrtration.
The decision of the arbitrator shall be final and binding, subject to judicial inte!Vention or review only to the extent allowed under the Federal Arbitralion Act. The award of the arbitrator may be entered as a Judgment in any court
having jurisdiction. If you initiate the arbitration, such arMratlon shan be held in Bergen Countv, New Jersey. If we Initiate the arbitration, sucl1 arb~ralion shall be held in the state Indicated in your address as set forth In this Agreement.
The party Initiating the arbitration shall pay the filing fee. If you file the arbitration and a deciSIOn IS awarded in your favor, we will reimburse you for the filing fee. If there is a hearing I we shall pay the fees and costs for the first
day of !tie hearing. Irany' party requests a panel of three arbitrators, the party making the request shall pay the fees of the additional arMrators unless tl1e arb~rator rules otherwise. All other ees and costS will be allocated in accordance
With the rules of lhe applicabre arMration forum. Each party shall bear the expense of its own counsel, experts, witnesses and other expenses, regardless of which party prevails, except to the extentlhe arbrtrator assesses fees or
costs of the arbitration to any party pursuant to applicable substantive law.
No class action, private attorney general or oU'Ier representative claims may be pursued in arbitration, it being expressly understood and agreed that the arbitrati,on of all claims must proceed on an individual (non-class and non-
representative) basis. Claims of two or more persons may not be joined, consolidated or otherwise brought together in the same arbitration, whether or not the claim may have been assigned, unless those persons are parties to a
singletransac\ion.
NOTHING HEREIN SHALL BE DEEMED TO LIMIT OR CONSTRAIN OUR RIGHTTO RESORT TO SELF.HELP REMEDIES OR TO OBTAIN PROVISIONAL REMEDIES SUCH AS INJUNCTIVE RELIEF OR ATTACHMENT FROM
A COURT HAVING APPROPRIATE JURISDICTION.
NOTWITHSTANDING THE PROVISIONS OF THIS SECTION ENTITLED 'ARBITRATIONd' ANY PARTY MAY BRING AN ACTION IN AN APPROPRIATE COURT OF LAW FOR THE RECOVERY OF DAMAGES WHERE THE
AGGREGATE AMOUNT OF SUCH RELIEF /INCLUDING ATTORNEYS' FEES ANO COURT C STS\ BEING SOUGHT IS NOT MORE THAN $I~ooo. SUCH A LAWSUIT MAY BE BROUGHT BY US OR YOU ONL\NOT BY OR FOR
ANY CLASS OR GROUP OF PERSONS HAVING SIMILAR CLAIMS. IF SUCH A LAWSUIT IS BROUGHT BY US OR YOU AND THE OTHEN PARTY TO SUCH LAWSUIT FILES A COUNTERCLAIM CROSS"LAIM OR THIRD.
PARTY CLAIM SEEKING TO RECOVER MORE THAN $10,000, THEN THAT COUNTERCLAIM, CROSS.CLAIM OR THIRD.PARTY CLAIM MUST BE ARBITRATED IN ACCORDANCE WITH THE PROVISIONS OF THIS ARBITRATION
SECTION Inol including Ihis ~aragraphl.
NEITHER WE NOR'YOU SHALL BE DEEMED TO HAVE WAIVED ANY ARBITRATION RIGHTS SET FORTH HEREIN BY EXERCISING ANY SELF.HELP OR BY HAVING FILED ANY CLAIM IN ANY COURT SEEKING TO
RECOVER AN AGGREGATE AMOUNT OF NOT MORE THAN $10,000.
The terms and prOVIsions olthis section entitled "Arbitration" shall survive termination, transfer or assiQnment of this Agreement.
14. ENTIRE AGREEMENT: You aQree that we may insert or correct missing information on this Agreemenfincluding your legal name and the Equipment's description, serial number and location, otherwise, ttlis Agreement contains
the entire arrangement between me parties superseding ail previous proposals, oral or written. No representation or statement not contained in the original of this Agreement shalt be binding as warranty or otherwise, nor shall this
Agreement be modified or amended except bl written agreement and signed by the parties, binding as warranty or otherwise. This Agreement shall not be modnied except in writing and sigoe~ bv both parties. You express~ dISClaim
havmg relied upon any representation or sta ement concerning the capability, condrtion, operation ~rformance or specifications of the Equipment except to the extent set forth on the original of this Agreement.
15. PIJRCHASE ORDER: You agree that ani Purchase Order issued to us covering this EqUipment shall not in any manner whatsoever modify the terms and conditions of this Agreement, which shall govern the rental of l!1is Equipment.
16. FINANCIAL. STATEMENTS: You agree 0 furnish us with financial statements upon our request in form and substance acceptable to us in our reasonable discretion.
ACCEPTEO BY
CANON BUSINESS SOLUTIONS. EAST, INC" Owner
BY
TITLE
DATE
FORM 201.REV 02/05
Canon
CANON BUSINESS SOLUTIONS
167764
Acquisition Agreement
Canon Business Solutions-East, Inc. ("Canon-East")
300 Commerce Square Blvd., Burlington, NJ 08016
(800) 220-4000
Bdl to
CUS[ Code
<";])11' III
CUS[ Code
State Zip
Company "lawN ot Scmhold
Address 5~()9'\ f'np,tfIJ V-.op'r\ (i:\?pl of rUSTIC')
City Sr)()tho\c1_ State NY Zip 11971
Contact 8a.rbCAro Phone # ta31-?6S"-18S;)
Email
Company
Address
City
C-Ifl r~df\(
Contact
Phone #
Email
PLEASE PRINT
Order Dare _I ---1 _
Delivery Date ---1 _I _
Qty Unit Price Total Price
I
Item Code
Equipment Lease by Leasing Company to Customer:
Ye
Ct NoD
Subtotal
Delivery / Install
Sales Tax
Payment Terms:
Other Requirements:
Shipping Instructions:
D CWO
D P.O. Requi,ed/P.O. #
o Tax Exempt
(Attach Certificate)
Ship Via:
#Steps
Total
o Other
Ll1..-o,s~
W l'Y\o~
Elevator
Deposit
Balance Due
Loadin Dock? Yes 0 NoD
Special Instructions
R.dUJI1 \Im,- \UdWll/ltlOJ1
RGA#
D Return Original Order#
o Return to Leasing Company
o Move only
Item Code
o Trade In
o Other
Description
Serial #
Meter Reading
I "';""~.;"'
Total
Special Instructions
Customer hereby authorizes Canon-East to remove the trade~in .
listed above.
CUSTOMER, BY ITS SIGNATURE BELOW, AGREES T(
A COPY OF THIS AGREEMENT. THE ADDITIONAL-
MADE PART OF THIS AGREEM
Authorized Signature
Primed name
. ....
-
( lIwn l~lI~llll~' \()11lf1(l1l~ I l~r lnl
Salesperson
Rep ID#
Manager
SLS-004A 10103
ADDITIONAL TERMS AND CONDmONS
1. PRICE AND PAYMENT. The purchase price for the items listed on the reverse side hereof (the "Listed Items"), which are units of Equipment, Supplies
and Licenses of Application Software with listed third raery support contracts, is due and payable in full upon Customer's recipt of Canon-East's invoice.
If invoices are unpaid and overdue, the Customer shal pay the actual and reasonable costs and expenses of collection incurred by Canon-East, including
the maximum attorney's fees permitted by law. In addition to the amounts shown on the reverse side hereof, Customer shall pay Canon-East's rates for any
special rigging for delivery and installation. In the event that, at any time prior to shipmem, Canon-East discovers any mistake in pricing or Equipment
configuration on the from side of this Agreement, Canon-East reserves the right to notify the Customer of the mistake in writing and to rescind this
Agreement without further liability to Customer hereunder. Canon-East reserves the right to withhold shipment of the Listed Items until Customer makes
full payment of the purchase price or to revoke any credit extended to Customer hecause of its failure to pay any amounts when due or for any other rea-
son affecting Customer's creditworthiness. Customer represents that (a) CanOn-F<1Sl will receive good and marketable title to each item of trade in equip-
ment listed on the reverse side hereof, and (b) Customer is convcy~ng such (fal],; ill equipment to Canon-East free and clear of any and all liens and lease-
hold interest. Customer agrees to pay Canon~East's removal charges if, on the dat~ th::!t Canon-East delivers the Equipment to Customer, the trade-in equip-
ment is unavailable for pick up and removal through no fault of Canon-East.
2. EQUIPMENT LEASE. If Customer has elected on the reverse side hereof to lease the Equipment, Customer shall (a) be deemed to have assigned its
right to purchase the Equipment to the Leasing Company designated on the reverse side hereof, and (b) enter into a lease agreement with the Leasing
Company. Such assignment is conditioned upon the Leasing Company's full payment of the purchase price of the Listed Items. The rights and obligations
of the Customer and Canon~East specified in this Agreement and all other terms and conditions contained herein shall survive the Customer's assignment
of its right to purchase the Equipment.
3. LIMITED WARRANlY. For ninety (90) days after the date of the original delivery of the new Canon brand Equipment (thirty (30) days in the case
of refurbished Canon brand Equipment), Canon~East warrants that under normal use and maintenance conditions all such Equipment wit! be free from
defects in material and workmanship. Warranty claims must be made in writing by Customer to Canon-East no later than five (5) business days after the
expiration of the warranty period. Canon-East's obligations under this warranty are limited solely to repair or replacement (at Canon-East's sole option) of
such parts as are proven to be defective upon Canon~East's inspection. This warranty does not extend to, and Customer shall pay Canon-East's labor, parts
and supply charges for, (a) repairs resulting from service visits required as a result of inadequate key operation involvement (e.g., Canon-East technician is
dispatched to rectify a problem covered by the operator m.lIlual), (b) repairs necessitated by factors other than normal use including, without limitation, (i)
any willful act, negligence, abuse or misuse of such Equipment, (ii) the use of parts, supplies or software not supplied by Canon USA or Canon-East and
which cause abnormally frequent service calls or service problems, (iii) service performed by personnel orher than Canon-East service technicians, (iv) trans-
portation of the equipment, (v) accident, and (vi) electrical power malfunction or extreme heating, cooling or humidity and ambient conditions, or (c) re-
insrallation of the Equipment. CUSTOMER EXPRESSLY ACKNOWLEDGES THAI' THE LIMITED WARRANTY CONTAINED HEREIN DOES
NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE EQUIPMENT.
OTHER THAN AS SET FORrH IN THIS PARAGRAPH 3, CANON-EAST EXPRESSLY DISCLAIMS AND EXCLUDES ANY AND ALL WAR-
RANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE LISTED ITEMS. IN ADDI-nON, CANON-EAST MAKES NO WARRAN-
TY, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND EITNESS FOR A PARTICULAR PUR-
POSE, WITH RESPECT TO SOFTWARE OR WITH RESPECT TO NON-CANON BRAND EQUIPMENT. CANON-EAST ASSIGNS TO CUS-
TOMER WITHOUT RECOURSE ANY WARRANTIES MADE BYTHE MANUFACTURER OF SUCH SOFTWARE OR NON-CANON BRAND
EQUIPMENT.
4. SECURITY. k security for the payment of all amounts to become due to Canon-East, Customer hereby grant.~ to Canon~East a security interest in
the Equipment. Customer shall, upon requesr by Canon~East, execute and deliver to Canon-East any and all financing statements necessary to evidence or
perfect Canon-East's security interest in the Equipment. To the extent permitted by applicable law, Customer agrees and does hereby authorize Canon-East
(a) to execute and file with the appropriate governmental authorities any and all financing statements necessary to evidence or perfect Canon-East's securi-
ty interest in the Equipment, and (b) upon any disposition of Equipment pursuant to Canon~East's security interest, to transFer, on Customer's behalf, its
rights as licensee under any software licenses that are part of the Listed Items.
5. LIMITATION OF LIABILITY. CANON-EAST SHALL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE UNLESS
CAUSED SOLELY BY CANON-EAST'S NEGLIGENCE. CANON-EAST SHALL NOT BE LIABLE FOR LOSS OF PROFIT OR OTHER SPE-
CIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABlLITYTO USE THE LISTED
ITEMS, REGARDLESS OF THE LEC;AL THEORY ON WHICH THE CLAIM IS BASED AND EVEN IF CANON-EAST HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
6. CHOICE OF LAW AND FORUM. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK AND THE CUSTOMER CONSENTS TO THE EXCLUSIVE jUllISDICTION AND VENUE OF ANY
STATE OR FEDERAL COUNT LOCATED WITH THE STATE OF NEW YORK UPON SERVICE OF PROCESS MADE IN ACCORDANCE
WITH THE APPLICABLE STATUTES AND RULES OFTHE STATE OF NEW YORK OR THE UNITED STATES. ANY AND ALL SUITS COM-
MENCED BY THE CUSTOMER AGAINST CANON-EAST, WHETHER OR NOT ARISING UNDER THIS AGREEMENT AND REGARDLESS
OF THE LEGAL THEORY UPON WHICH SUCH SUITS ARE BASED, SHALL BE BROUGHT ONLY IN THE STATE OR FEDERAL COURTS
LOCATED WITHIN THE STATE OF NEW YORK. CUSTOMER HEREBY WAIVES OBJECTIONS AS TO VENUE AND CONVENIENCE OF
FORUM. ANY SUIT BETWEEN THE PARTIES HERETO, OTHER THAN ONE SEEKING PAYMENT OF AMOUNTS DUE HEREUNDER,
SHALL BE COMMENCED, IF AT ALL, WITHIN ONE (1) YEAR OF THE DATE THAT THE CLAIM ACCRUES. THE PARTIES IRREVOCA-
BLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN THEM.
7. ENTIRE AGREEMENT. This Agreement, and Canon-East's credit application signed by Customer, constitutes the entire agreement between the par~
ties with respect to the furnishing of the Listed Items, superseding all previous proposals, oral or written. Any purchase order urilized by Customer shall be
for the Customer's administrative convenience only, and any terms therein which conflict with, vary from or supplement the provisions of this Agreement
shall be deemed null and void. No representarion or statement not contained on the original of this Agreement shall be binding upon Canon-East as a war-
ranty or otherwise, nor shall this Agreement be modified or amended except by a writing signed by an officer of Canon-East and by the Customer. Customer
expressly disclaims having relied upon any representation or statement concerning rhe capability, condition, operation, performance or specifications of the
Listed Items excepr to the extent set forth on the original of this Agreement.
SlS-Q04A 10103 (ACOUISITION AGREEMENT)
A canon Proposal for
Town of Southold
Requirements:
Replace Gestetner 3235e
Need Feeder, Stapler Finisher and Additional Paper Trays
Legal Stapling, Network Printing
Fit in space measured to be 60 inches wide
Recommended New Copier
Ca1l01llR5070
__--...l
Digital Copier
50 Pages Per Minute
Scan Once Print Many Technology
Automatic Document Feeder
4,150 Sheet Paper Supply
Stapler Finisher T1
Network Multi PDL Printing
Dlmmenslons of Copier: Height 47" x Width 51" x Depth 29.25"
Power Supply Required: NEMA 5-20R:: 20 amps, 60Hz, single
phase, 3 Wire, with dedicated ground
v v
Includes Pickup and Removal of Gestetner 3234e
Delivery, Installation and Trainina of New Machine
INVESTMENT OPTIONS
Model Accessories Included 36 Month 48 Month 60 Month
Lease Lease Lease
Document Feeder, Stapler
IR5070 Finisher T1, $488.00 $419.99 $367.89
Network P~int Board
Includes Service & Toner 10,000
copies per month
- . Monthly Overage At $.0077
J/~ 3J.S' Lfo3~
~JCM~
6/19/2006
Cost Per Copy Rental Agreement
Can one
CANON BUSINESS SOLUTIONS - EAST, INC.
I ACCOUNT #
Headquarters: 300 Commerce Square Blvd., Burrington, NJ 080 J 6
EQUIPMENT DESCRIPnON SERIAl MONTHLY MINIMUM RENTAL MONTHLY EXCESS OCPY CHARGE UNIT#
("EQUIPMENT} NUt..t3ER {Plus applicable sales lax) OCPV AllOWANCE (Plus applicable sales Iall)
1. (JfJ.1\J 1\ ^' TIl $ 3h'7. 5(q 10000 per
Copies . 0077 copy
> $ per
Copies . copy
$ per
. Copies . copy
Agreement includes black toner based on manufacturer's suggested toner yield. Supplies will be shipped quarterly.
INITIAL TERM OF AGREEMENT: 6() MONTHS ~$n
If Sales Tax Exempt, a valid tax exempt certificate Advance Rental
'Plus applicable sales tax must accompany this Agreement.
Equipment Location (if different than billing address) SOLE PROPRIETORSHIP: OATE OF BIRTH:
Street City Stale Zip NAME: SS#:
Customer Contact for ADDRESS:
Meter Readings: CORPORATlONIPARTNERSHIP: TAX 10#:
Purchase Order #
If this information differs for each machine, please attach schedule. Fax No. ( )
lEIIMS AND CONDI11ONS
The_ YOUMdYOURmeolll1eUserofll1eEqulporonl ThewonlsWE, us,CANON BUSlNESSSOlUT1ONS.EAST,tlC,MdOUR""'IllIl1eOwnerofIheEquIpmenl.
IMPORTANT INFORMATION ABOUT ESTABLISHING A RELATIONSHIP WITH CANON: To help Ihe Unled Slates Govemmenl f~hlterrorism and money leundering, Fedemllaw requires us to obtain, veri~, and record
infoonatioolhat identifies each person or business that opens an account or estabnshes a relationship. What this means for you: when you open an account or establish a relationship, we will ask for your name, street
address, date of birth, and identification number, such as a social security number or taxpayer identification number. For businesses, we will ask for the business name, street address and tax identification number. Federal
law requires us to obtain this infOllTlation. We may also ask to see your driver's license or olher identifying documents thai will allow us 10 identify you. We appreciate your cooperation.
1. RENTALAGREEMOO iAGREEMENT'): We agree 10 renllo you and you agree 10 renl from us fue Equipment Iisled above rEq,;pment'). Yoo promllelo pay us fue Monfu~ M"imum RanIaJ ('MMR') in accordance MIh fue
Ierms below ~us Ito Excess COpy Charge ('ECC') on copies in excess of II1e Monfu~ COpy ~Iowance ('MCA'), wh<l1 ECC sllall be .1Ied amual~ or by anoII1er peliod determined by us. Yoo auIhortze us 10 insert in fu.Agreement
seriaJ nunrbe. of Equilmenl when we so determine 1f1em. The parties intend fu. Agreement to be a finance lease ur<ler Article 2A of II1e Unilonn Comrnen:ial Code.
t TERM AND ROO: The Agreement shall conunence on the dey IhaI any of II1e Equipmenl. del..red 10 you (fue 'Commencement DaIe'). ECC shaH be payable" arreaJS, es .Ied. MMRs shaH be payable in advance. YOOI
alligation 10 pay streh payments wII begin onll1e Commencemanl Oate. Subsequefrt paymanls sha! be due onll1e same dey of eadl success.. month therealer until a! rent and any add_ rent or expense chargeable under
IlisAgreement shall be paid in full. Yoo agree III provide accumle and timaly metar readings al fue end of eadl aw<abkl bilUng period on Ire forms or other allemale means speciIied by us. H meter ~ are noI_Wed
"a line~ manner. charges may be eslinaled by us. YOUR OBlIGAllON TO PAY THE MMR AND OTHER SUMS AND All OTHER OBLIGAllONS HEREUNDER SHAll BE ABSOLUTE AND UNCONDITIONAL AND ARE
NOT SUBJECT TO ANY ABATEMENT, SET-OFF, DEFENSE OR COUNTERCLAIM FOR ANY REASON WHATSOEVER, INCLUDING WITHOUT lIMITAllON ANY CLAIM THAT YOU MAY HAVE OR ASSERT AGAINST THE
SUPPLIER OR EQUIPMENT MANUFACTURER. This Agreement is NON CANCElABLE. H a period of deferment is noIed on fu. Agreeman\ II" no way defe.the Commeocemenl Dale. &x:h _I wi! on~ defer II1e
due dales of Ito inslalmanIs of renl, plus II1e oorresponding MCAand, IshaU iraease II1e i1iIIaIlenn bysanre. H any payrnenl hareunder. noI made by you whan dua, you shaH be charged a Iale fee of len percenl (10%)
of the amoont -of such payment, plus interest on such amount at the rate of 1.15 r month from the due date until the dale paid, but as to each of the foregoing, in no event roore than the maximum rate permitted
by law. Any Advance Renlal paid by you is irrevoca~e and. not otherwise being retu~ed or refunded 10 you. Advance Renlal shall be ap~ied agamsl rents dua or III become due hereunder.
TliETERMS ~IlNTliEREVERSESIOEAREMADEAPARTHEREOF.
TITLE
53MS
BILLING ADDRESS
So(lfhr)\d
mfl11\J R.nor)
CITY
!:TE ~
DATED
GUARANTY
I uocorrd.onal~ guarantee thel User.wl pertonn all ofjigations under fue Agreement fuly and prornptiy.1 also agree thai Ownar may maka oIhar arrangements MIh Ito User and IIIiIl slit be plinari~ and urx:ondmonally responslOa
for Ihose paymenls and olrIgations. Owner dues noI have to notify me H II1e User defau1ls under II1e Ierms of Ito Agreeman\ HUser rlefaulls ur<ler II1e Agreement, IIIiIl invnedialaly pay aI amounIs due in accordance MIh fua
_ provisions ofll1eAgreement, plus any attorney's fees and otherCOSls.1 agree fual fu. Guaranly llilcontinue untflll1e Agreemenl is ful~paKl and, thel lean be anton:ed by orforltobenefil of any assignae or successor
of Owner. I CONSENT TO THE NON.EXCLUSiVE JURISOICT~ OF THE ocURTS OF THE STATE OF NEW YORK WITH RESPECT TO ANY ACTION ARISING OUT Of ANY AGREEMENT, GUARANTY, SETTLEMENT
AGREEMENT, PROMISSORY NOTE OR OTHER ACCOMMODATION OR AGREEMENT WITH OWNER. THIS MEANS THAT ANY LEGAL ACTION FILED AGAINST ME MAY BE RLED IN NEW YORK AND THAT I MAY BE
REQUIRED TO DEFEND AND LITIGATE ANY SUCH ACTION IN NEW YORK. I agree IhaI service of process by certified mal, ~fum recO~ requested, shall be deemed fua "IJIvafenI of personal sarvice in eny such action. THIS
GUARANTY SHAll BE GOVERNED BY THE LAWS OF THE STATE Of NEW YORK.
x
x
INDIVIDUALLY
WITNESS SIGNATURE
DATE
GUARANTOR SIGNATURE
PRINT NAME
PRINT NAME
DATE
FORM 201-REV 02105
- '-=-011"11
CANON BUSINESS SOLUTIONS
167764
Acquisition Agreement
Canon Business Solutions-East, Inc. ("Canon-East")
300 Commerce Square Blvd.. Burlington, NJ 08016
(800) 220-4000
lidl lu
Cust Code
\]lJP III
Cust Code
CompanyWWN ot SGOfholrJ
Address 5~09" IYIPtj(\J /l...oAl'\ ~-p1 of r(),STlL~)
City Sr>lltho\d_ State NY Zip WOI
Contact 8o-rbCA.rll Phone # la31-')bS"-18S;)
Email
Company
Address
City
C-Ifl (~dpr
State Zip
Contact
Phone #
Email
PLEASE PRINT
Order Date ~ ~ _
Delivery Date ~ ~ _
Qty Unit Price Total Price
I
Item Code
Equipment Lease by Leasing Company to Customer:
NoD
Subtotal
Payment Terms:
Other Requirements:
Shipping Instructions:
Delivery I Install
Sales Tax
Total
D CWO
D Other
LUlo.SP
~fl'\o~
D PO, Required/PO, #
o Tax Exempt
(Attach Certificare)
Ship Via:
#Steps
Elevator
Deposit
Balance Due
Loadin Dock? Yes D NoD
]{l'\I,1l \ lU\l \ulh\)Jl/1l1011
Special Instructions
RGA#
o Return Original Order#
D Return to Leasing Company
D Other
Description
o Move only
Item Code
o Trade In
Meter Reading
1---1
Serial #
Total
Special Instructions
Customer hereby authorizes Canon-East to remove the trade-in items listed above.
CUSTOMER, BY ITS SIGNATURE BELOW, AGREES TO
A COPY OF THIS AGREEMENT, THE ADDITIONAL TE
MADE PART OF THIS AGREEM
Scott A. Ru sell
Title Supervisor, Town of Southold
. ..:
Salesperson
Rep ID#
Manager
.
SLS-Q04A 10103
A Ca11011 Proposal for
Town of Southold
Requlte1f\entSc .
Replace Gestetner 3235e
Need Feeder, Stapler Finisher and Additional Paper Trays
Legal stapling,. Network Printing
FiUns ace measured to be 60 Inches wide
Ca110111R5070
Digital Copier
50 Pages Per Minute
Scan Once Print Many Technology
Automatic Document Feeder
4,150 Sheet Paper Supply
Stapler Finisher T1
Network Multi POL Printing
Dlmmenslons of Copier: Height 47" x Width 51" x Depth 29.25"
POwer Supply Required: NEMA 5-20R:: 20 amps, 60Hz, single
phase, 3 Wire, with dedicated ground
and Removal of Gestetner 3234e
, Installation and Trainlna of New Machine
INVESTMENT OPTIONS
Model Accessories Included 36 Month 48 Month 60 MOl'lth
Lease Lease Lease
/ /
Document Feeder, Stapler I /
IR5070 Finisher T1, $488.00 $419.99 dtl
.... ',",,' ,-
Network Pliint Board
.
Includes Service & Toner 10,000
eo Dies Der month
- . 0 Monthly Overage At $.0077
.
s-/(, 3 Ot 8'" If 3.~
.J-iu.JCMlo
6/19/2006
Barbara.
Enclosed are two orders. The first is for the Canon IR5070
which is the 50 copy per minute machine that I proposed. The
second is for the IR4570, the 45 copy per minute machine that was
an option. Please discard the paperwork for the machine you are
not going with.
1. Authorized signature on both the Canon Acquisition
Agreement and the Canon Lease Agreement.
2. Copy of Resolution.
3. Tax Exempt form.
If you can then Fedex the originals back to my office with the
Fedex bill included. The cost will be charged back to Canon.
The contact person while I am away is Linda Lehman at 516-
328-4075. I will be returning on August 8th.
PL~o...se F, II,,,, -IN. frCll'1'\ (,.k,rrl\l\~u"""
Thank you very much for the order.
Craig
~~!!2!UTIONS [
A Canon U.S.A. Company
Canon Business Solutions-East. Inc.
5 Dakota Drive
Lake Success, NY 11042
516<-328-4032
fax 516-327-2602
ctardo@solutlons.canon.com
solutions.canon.com
Craig Tardo
Major Account Executfve
Cost Per Copy Rental Agreement
Canon~
CANON BUSINESS SOLUTIONS - EAST, INC.
I ACCOUNT #
Headquarters: 300 Commerce Square Blvd., Burlington, NJ 080 16
EQUIPMENT DESCRIPTION
(.EQUIPMENr)
SERiAl
NUMBER
MONTHlY MINIMUM RENTAL
(Plus applicable sales lax)
1.
$
MONTHLY EXCESSCOPYCHAAGE UNIT#
COPY ALLOWANCE (Plus appUcable sales taxI
".,
0000 Copies .007 copy
po,
Copies copy
po,
Copies copy
2.
$
3
$
Agreement includes black toner based on manufacturer's suggested loner yield. Supplies will be shipped quarterly.
INITIAL TERM OF AGREEMENT:
'Plus applicable sales tax
Equipment Location (if different than billing address)
MONTHS
Jf Sales Tax Exempt, a valid tax exempt certificate
must accompany this Agreement.
Advance Rental
G$n
SOLE PROPRIETORSHIP:
DATE OF BIRTH,
Slreet
Customer Contact for
Meier Readings:
CUy
Stale
Zip
NAME: 55#:
ADDRESS:
CORPORATIONIPARTNERSHIP: TAX 10#,
Purchase Order #
If this information differs for each machine, please attach schedule.
Fax No. (
TERMS AND CONDITIONS
The words YOU and YOUR mean IlIe User ofllle Equipment. The words W~ US, CANON BUS~ESS SOLunDNS. EAST, INC., and OUR rel" 10 11"0 Owner of Ihe Equipment
IMPORTANT INFORMATION ABOUT ESTABLISHING A RELATIONSHIP WITH CANON: To help Ihe Uniled Slates Government lighl terrorism and mOlley laundering, Federal law requires us 10 oblain, vedly, and rerord
inlormation that identifies each person or business thai opens an account or establishes a relationship. What this means lor you: wilen you open an accounl or establish a relalionship, we will ask for your name, street
address, date of birth, and identification number, such as a social security number or taxpayer identification number. For businesses, we will ask for the business name, street address and tax idenlHicalion number. Federal
law requires us to obtain this intormalion. We may also ask 10 see your drive(s license or otoor idenlifying documenls that will allow us to identify you. We appreciate yotlr cooperation.
I, RENTAL AGREEMENT ('AGREEMENT"): We agr.. 10 rent 10 you and you agree 10 rentlrom us the Equipmenl Isted above ('EquijJmenf'). You promise 10 pay \Ollie Month~ f.inknurn Renla! ('MMRj m accordance.;lli lhe
terms below ~us the Excess Copy Charge ('ECC') on copies in excessof \he Monlh~ Copy Allowance ('MCA" which ECC shall be billed annually or by another period determined by us. You authorize us to 11lSert in IhisAgJeement
serial numbers of Equipment when we so determine them. The parties intend this Agreement 10 be a finance lease under Article 2A of the Unilorm Commercial COOe.
2. TERM AND RENT: The Agreement shall commence 011 the day Ihal any of the Equipmenl is delivered 10 you (\he 'Commencemenl Date'). ECC shall be payable in arrears, as billed. MMRs shall be payable in advance. Your
obligation to pay such payments will begin on the Commencement Dale. Subsequent payments shalt be due on the same day of each successive month Ihereafter Ulltil all rent and any additional rent 01 expense chargeable ooder
this Agreement shan be paid in full. You agree to provide accurate and time~ meter readings at the end of each applical::4e billing period on the forms or other alternate means specified by us. If meter readings are not received
in a Iime~ manner, charges may be eslknalerl by us. YOUR OBliGATION TO PAY THE MMR AND OTHER SUMS AND ALL OTHER OBliGATIONS HEREUNDER SHAll BE ABSOLUTE AND UNCONDITIONAl AND ARE
NOT SUBJECT TO ANY ABATEMENT, SET.OFf, DEFENSE OR COUNTERCLAIM fOR ANY REASON WHATSOEVER, INClUDING WITHOUT liMITATION ANY CLAIM THAT YOU MAY HAVE OR ASSERT AGAINST THE
SUPPliER OR EQUIPMENT MANUFACTURER. This Agreemenl . NON CANCElABLE. If a period 01 delerment. noted on Ihis Agreemenl, If in no way deleffl Ihe Commencement Dale. Such delennenl wlft OII~ deler Ihe
..duedates 01 the installments of rent, pl~s Ihe corresponding MeA and, ~ shall increase the initial term by same.If-~'lY ~~.;~Bm h~'Bun~~, ts..M n,ado bl ;911" hftft ,l:"Lt, Y:' thtJlI ~(J nh(\~ud ft I,,'...no ~11..n ",,-ftnl l1:q
efl!le amounl ef uuoh po" ,y..l, ...I..~ "L..!!I on GUllh an ttJl.l at tho ralo llI1.1~1~ yu, ",u,,(I, I,v,," 11,.. due ddlb ullM 11,.. d!l~ .,&Id, DUl d:i 10 ei:lt,;1l vI II,,:. fD>Jgamg, m RO O' SRI msrs thilR l~o Rl8IlIAlYII, ,Y!t. f1""'~ ,,~
~ Advance Rental paid by you is irrevocable and is 001 otherwise subjeclto being returned or refunded to you. Advance Rental shall be applied against renls due or to become due hereunder.
THE TERMS AND CONDITIONS PRINTED ON THE REVERSE SIDE ARE MADE A PART HEREOF.
gnutboJJ ~(')N of
USER (FULL LEGAL NAME) J
BY X
TITLE
S:::SCl<(S
BILLING ADDRESS
Scl(lfh ('J\ d
mflll\J R..oar)
PO Bol<-
Ine,
CITY
N~
STATE
1(971
ZIP
( 631) 765- 1800
PHONE NUMBER
DATED
GUARANTY
I uncondilionallyguarantee lhat Userwill pertorm aU obl~aUons under the Agreement lul~ and promplly.1 also agree that Owner may make other arrangemellts with the User and I wil still be primarily and uncondilionally responsible
for those payments and obligations. Owner does not have 10 notify me if the User defaults tH1der the terms 01 the Agreement. II User delaults under the Agreement, t will immediately pay all amounts due in accordance with the
default provisions 01 the Agreement, ~us any attorney's lees and other costs. I agree Ihat this Guaranty will contiooe untillhe Agreement is ful~ paid and, that it can be enforced by or lor the benefit of any assigoee Of successor
01 Owner. I CONSENT TO THE NON.EXCLUSIVE JURISDICTION OF THE COURTS Of THE STATE OF NEW YORK WITH RESPECT TO ANY ACTION ARISING OUT OF ANY AGREEMENT, GUARANTY, SETTlEMENT
AGREEMENT. PROMISSORY NOTE OR OTHER ACCOMMODATION OR AGREEMENT WITH OWNER. THIS MEANS THAT ANY LEGAL ACTION fiLED AGAINST ME MAY BE FILED IN NEW YORK AND THAT I MAY BE
REQUIRED TO DEFEND AND LITIGATE NiY SUCH ACTION IN NEW YORK. I awee thaI service of process by certified maft, return receipt cequeste<!, shall be deemed \he equivalellt 01 personal service in any such aclion. THIS
GUARANTY SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
X
X
INDIVIDUAllY
WITNESS SIGNATURE
DATE
GUARANTOR SIGNATURE
PAINT NAME
PRINT NAME
DATE
fORM 201-REV 02105
3. COVERED AND NON.COVERED SERVICE: All routine preventative mainlenance and emelgellC)' service needed to keep ,he Eguipmenl in wmking order shall be pertormed by 'Canon. Easf' durinQ.tls regular business hours (8:30am
to 5:00pm, Monday through Friday, except holidays). You shall aUOfd .Canon . East" lull and free access 10 Ihe Equipment in order 10 enable 'Canon. East's" te<:~nicians to service the Equipment Canon. East" shall have Ihe right
to substitute paris al any lime dunng the term ollhlS Agreement in which case the removed.parts shall become the property of 'Canon - East". The following services and any other work beyond the scope of Ihis AgreemenlshallDe
ilwoiced in accordance with 'Canon - Easfs' established per call rates and terms then in elfect:
(a) Repairs necessftated by factors other than normal use including, wfthoutlimitation, any' willful act negligence, abuse or misuse of the Equiprflent and its parts (including without limitation, the c.opier drum); the use of parts
or supplies which are not supplied by. Canon or 'Canon - East' ana which cause abnonna.1Iy frequent service calls or service problems; service pertormed by personnel other man .Canon - East's" service technicians; transportalion
of the Equipment accidenl; and failure 01 electrical power, air conditioning 01 humidity control.
Ib} re.installalionot the Equipment. or
c} work which you request 10 be perlormed outside of 'Canon - Easfs' regular business hours. If in 'Canon. East's' opinion, the E~uipment cannot be maintained in good working order through 'Canon - Easfs' routine preventative
maintenance service, 'Canon _ Easr shall have the right! in Us sole discretion, to substitute comparable Eguipmenl in whic~ case the removed Equipment s~aU become lhe property 01 'Canon - East" and the substituted
eq~lIpment shall become subject to this Agreement. NOthln9 contained herein shall be construed as providing y.ou with an election ot remedies.
4. NO WARRANTIES: We are renlin] ~e E~uipmenllo vou 'AS IS. WE EXPRESSL V DISCLAIM ALL WARRANTIE~, EXPRESSED OR IMPLlED"AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION THE
CONDITION MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE EQUIPMENT OR INFRINGEMENT OR THE LIKE. YOU HENEBY ACKNOWLEDGE AND AGREE THAT THE EQUIPMENT IS OF A FUNCTION
DESIGN, CAPACITY AND OTHER SPECIFICATIONS SELECTED SOLELY BY YOU AND THAT WE AND OUR AFFILIATES OFFICERS, DIRECTORS AND SHAREHOLDERS HAVE NO RESPONSIBILITY IN CONNECTION
THEREWITH. WE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGEU INCLUDING WITHOUT L1MITATIONtERSONAL INJURy,.pROPERTY DAMAGES, LOSS OF BUSINES~ OR INCIDENTAL DR CONSEQUENTIAL
g~~D?[~T8~~~,~Do~Vs8M~~~~~~J~0~~~~8JI~~~~M~A~~~UJ~~lE~JrpSJ~~~AVg~Ab~gU~r6~E ~~A~t~~~TI~I~~NW'g~'lPAI~~t~1Ng!W<<vl~EMF~~NT~E !~~I~~!~T~~ Wi~AJ~~&~Nu~~~
OR SUPPLIER DOES NOT IN ANY WAY AFFECT THE DISCLAIMER SET FORTH HEREIN AND DOES NOT ASSURE IN ANY MANNER WHATSOEVER UNINTERRUPTED OPERATION AND USE OF THE EQUIPMENT.
NotwithstandinQ the 10reQoinq,.neithef we nor our aftiliates, officers, direclors or shareholders shaK be liable lor any consequential or incidental damages.
5. OWNERSHIP, REDELIVERY AND RENEWAL: We are lhe OW!ler of the Equipment and have title to the Equipment To protee! our rights in the Equipment, in the event this Agreement is determined \0 be a security agreement, you
hereby grant to us a security interest in \he Equipment and all proceeds, products, rents or profits therefrom. In slates where p.ermissible, you hereby aulhorize us to cause this Agreement or any statement or other instrument in respect
to this Agreement showin!!. our interest in Ihe Equipment and in any other equipment financed by us and/or our aflUiates {"Other Equipment"), including Unilorm Commercial Code Financing Statements, to be filed or recorded and
reliled and re-recorded and grant us the righlto execute your name "thereto. You agree to execute and deliver any statement or instrument r~uested by us for such purPQ!ie. You agree to payor reimburse us tor any searches, lilingsj
recordings, stamp fees or taxes related 10 the IUing or recording of any such instrument or stalement. No more than one hundred eightY. (180) days but not less than ninety (90) days prior to the expiration of the inHiallerm or any renewa
term of lhls Agreement you shall give us wrillen notice of your intention to return the Equipmenlto us. Provided you have given such timely notice, you shall relurn ttie Equipment freight and insurance p're~id, 10 us in gOod repair
condition and worninl orner, ordinary wear and lear excepted, in a manner and to a location designated by us. If you fail to so nolify us, or having notified us, you laille relurn the Equipment as provided herein, this Agreement shall
renew for additional erms 01 ninety (901 days each at a periodic rei'll equal to 100% of the rent provided herein.
6. MAINTENANCE, RISK OF LOSS, A~O INSURANCE: You are responsible lor installing and keeping Ihe Equipment in good wor1dng order. Except for ordinary wear and tear, you are responSible for protecting Ihe Equipment lrom
damage and loss 01 any kind. If the Equipment is damaged or lost you agree to continue 10 pay rent.-Vou agree, during \he term 01 this Agreement, 10 keep the Equipmentlu Iy insured against damage and loss, Irom every cause
whatsoever, lor not less lhan lhe lull replacement value \Jtereof, an~ 10 oblilin a general public liability insurance policy, in each case from an Insurer or insurers reasonably satisfaclOlY to us, naming us and our assigns as loss payees
andaddllionalinsureds. You agree to provide us with certificates orolher evidence of such insuran ce. 11 rou fail to obtain such insurance or to provide evidencelhereoftou s,you agree that we may, but shall not be obligated to, obtain
such insurance on your behalf and charge you for all costs and ex~nses associated therewith. Wrthou limiting the jeneralitv of the lorgoing, you specifically acknowledge and agree that if we Obtain such insurance OIl your behalf,
Iou will be required to pay a monlhly' insurance charge consisting of reimbursement lor premiums advanced to the nsurer, finance charges on Ihe unreimbursed balance of sucti premiums at a rate 01 16% pe. ran.num and a lee 0 .4lW+.
5.00. We our assignees and/or their assignees al'llYor their altmates receive a poQion Of the insurance char s which ma illCtude a prolit from such charges. 111~: .
7, ... . .. .. . ~"I6",.',i,~,""~nclu<l~ tt::.-
. TA: AND FEES: ou agree to pay when due or reimburse us for alllaxes, fees, lines and penalties relating to use or ownership ollhe Equipment or \0 this Agreement, now or hereafter imposed, levied or assessed by any state,
federal or local QO\'emment or agency. You agree 10 _pay us a non-refundable origination tee of $67.50 in connection with this Agreement.
EQUIPMENT LOCATED m CERTAIN STATES is subject 10 sales tax laws which require that tax be paid up bont.1t you choose to pay this tax up front, you may include your check for lhe current Pf)rcenl of tax applied to the cost
01 Equ~ment. II you do nol include payment up fronl, you authorize us to advance the tax and increase your monthly payment by an amount equal to the currenltax percentage apPlied to the monlhly rental shown above.
9. LOCATION OF EQUIPMENT: You win keep aild use the Equipment only at your address shown on the reverse side and use thetquipment lor business purposes only. You agree lnallhe Equipment will not be removed Irom that
address unless y.ou getourwritlen permission in advance to move it. You agree lhat the Equipment will be used tor business p'urposesooly.
10. DEFAULT AND REMEDIES: II (a) you fail to pay' rent or any other payment hereundel and/or under any other agreement with us and/or our aftiliates concerning lhe finance ot Olher Equipment when due: or (b) you breach anj'
representation or warrant I' or lailto peifonn any 01 the other tenns, covenants or conditions of this Agreement and/or under any oIher agreemenl with us and/or our alfiliates concerning the finance of Other EquiP.!)1ent aller ten (lU)
da~ written nolice' or (c you or Guarantor suslain a substantial deterioration in your or Guarantor's condition llinancial or otherwise), or become insolvent or make an assignment forlhe benelft of creditors, or liIe a pelilion under
the Bankruptcy Code or one is filed against y'ou; or (dl a receiver, trustee, conservator or liquidator is appointed wi h or without y'our coosent, you shall be in default under the Agreement and, we may, to the extent permitted by applicable
law, exercise anyone or nyore 01 the fplklwing remedies; (i) we can require that you return the Eguipment and/or ~ny Other Equipment to us ami ~are due, su~ lot and-receive 110m you the sum lal paymenfs and OtM! JUf)::\,
amounts then due and OWing under thIS Agreement or any schedule thereto, p % IT '!":
pe, "'" lUll' w,d, y, \%1.e 18 "86tl.090.1 role; {IiI to similarly ac~elerate \he b~ances due under any other.agreements etw~en you and.us and/or any affili~te of ours concerning t e Inanc . . ~
wtl ~I" nnt I'Ihljg~l..rll? ~9 ee, If we deCIde 10 lake possesslO~ ot the EqUipment and/or the Ot~er. Equlpm~nt, we ~al1 give you credit for .any sums received bV u~ trom the sale or rental 01 the I after . any amollnt Sllll
owed by you under this Agreement and our cosl 01 reJXlssesslOn and the sale or rental of the EgUlpment. (IV) require you to return all Equtpment and/or Other EqUipment at your ex~nse to a place reasonably deslgnaled by us; (vl
10 charge you for aU the expenses Incurred in connection with the enlorcement 01 any of our remedies inclUding all costs 01 collection, reasonable attorney's fees and court costs. lessee shall also be liable for the pre- and post-judgemen
allorney'sfee? and cos!s incurred by.Lessof.aller a judgement has been e ~teredagainstLesseebyanycourt.. . . .
All our remedies are cumulative, are In addition .to any other remedies provlde.d lorny law and may, t~ the exl~nl pemlltted by law, be exe(clsed el.tller conc4rrently or separateW. ExerCise of any one reme~y' shall not be deemed ~n
election 01 such remedy or to p'rectude the exerCise of any other remedy. No failure on our pal1 to exercISe any right or remedy and no delay III exercISing any right or remedy shall operale as a waiver of any right or remedy or to modify
the lerms 01 this Agreement. A waiver ot default shall not be construed as a waiver of any other or subSBQuenl default.
11. ASSIGNMENT:'IOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN THIS AGREEMENT OR SUBLEASE THE EQUIPMENT. We may sell, ass~n or 1~lISler Ihis Agreemenl, witheel nolice. You alree ~al il.. sell, assign or
transter this Agreemenl, the new owner will have the same l!D..hts aod benefits that we have now and WlU not have to gertorrn any of our obligations. You agree that the right of the new owner wiH not be suliect 10 any claim~ defense~
or sel oils Ihal yee mat have againsl us. WE MAY SELk ASSIGN, OR TRANSFER OUR RIGHTS (BUT NOT OUR OBLlGATIONSI UNDER THIS AGREEMENT TO CITiCORP VENDOR FINANCE, INC. SUCH SAlE, AS,IGNMEN I
OR TRANSFER SHAL NOT RELIEVE US OF OUR OoLlGATIONS HEREUNDER.
12. CONSENT TO JURISDICTION AND GOVERNING LAW: SUBJECT TO THE PROVISIONS SET FORTH ELSEWHERE IN THIS AGREEMENT WITH RESPECT TO ARBITRATION PROCEEDINGS.. YOU CONSENT TO THE NON.
EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK WITH RESPECT TO ANY ACTION ARISING OUT OF THIS AGREEMENT OR THE EQUIPMENT. THIS MEANS THAI ANY PERMISSIBLE LAWSUIT
FILED AGAINST YOU MAY BE FILED IN NEW VORK AND THAT YOU MAY BE REQUIRED TO DEFEND AND LITIGATE ANY SUCH LAWSUIT IN NEW YORK. You agree Ihal service ~ process hVcertilied mai, relum receipl reguesle~
shall be deemed Ihe <!!Iu.alent oIl"rsonal seNK:e in anv such aclion. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OFTHE STATE OF NEWYORK. TO THE EXTENT PERMITTEu
BY LAW, YOU WAIVE TRIAL BY JURY IN ANY ACTION HEREUNDER. YOU HEREBY WAIVE ANY AND ALL RIGHTS AND REMEDIES GRANTED YOU BY SECTION 2A.50B THROUGH 2A.522 OF THE UNIFORM COMMERCIAL
CODE.
13. ARBITR~TlON: Ex~ept as o.lherwise expressly sello~h below in this section, any. issue, claim or ~ispute between us and you or any' 01 our or your respective successors, as~igns, ag~nts, o!ficers or employ~es a~ing out 01 or in
connection With or relating to Ihls Agreement or any dealings between us and you wfth respect to Ihls Agreement or the Equlpn]ent, Whether baSed on contract statute, r~ulatlon, lorf (mcludlng fraud or any mtentionaf 1011) or any
of her legal or equitable grounds, incfudingthe arbftrability of the matter and the scope of lhe arbilraUon, sh all be resolved by blflding arbitraUonin accordance with lheprovislons ot this section. Arbitration replaces the rightforesort
to lhe courts for di5Pute resolution
Arbitralion mllst be liled with the American Arbitration Association or the National Arbitralion FOlUffi. The arbitration shall be decided by a single arb~ra'or, unless any party to such arbitration requests a ~nel ot three arbitralors,
in which case th~ arbitralion shall ~e C9nducled by a p~~el of three arbitralors (~uch arbitrator.or a~~itrators ~erein being referred to as.'the arbilralor"). Th.e arbitrator shall decide the dispute in. accOfdance Willi applicable su~\an'ive
law consislent With the Federal Arbitrallon Act. The deciSion rendered ~ the arbitrator shall be Ul wnllng\proVlded, however, thaI the arMrator need not provide a statement ot reasons unless one IS requested by a pa~ to the arbllrabon.
The de~is.ion. of lhe arbitr~t9( shall be fi.nal ~nd binding,.su~ect to judicial in,ervenUoll or review onlY 0 the exte~t.a.llowed l.md~r ttJe Federal Afbil~aliOl1 Act. The ~ward ot lh~ a(bitrator may be en1ered as a ludll'len.t in any court
having IUrlsdlction. 11 you 1fI1tlale the arbitration, such arbilrallon shan be held In Bergen COllntv, New Jersey. II we IIlltlate the arbitration, such arbltrallon shall be held In the state IndICated 11'1 your address as set forth In thiS ~reement.
T~e party initiating the arbitratIOn shall pay the liling tee; If you file the arbilf<!.lion and a decision is awarded in your lav9[, we will. reimburse you for th~ liling lee. If ther~ is a hearing we shall pay th.e lees and ~ts lor the firsl
day of t~e hearing. Irany party requesls a panel of three arbHrators, \he party making the request shall pay the lees of the additional arbllralors unless the arbl1ralor rules otherWISe. All other (ees and costs Will be allocated In accordance
with lhe rules of The applicabre arbitration lorum. Each party shall bear the expense of its own counsel, experts, witnesses and other expenses, regardless of which party prevails, except to the extent the arbitratOl assesses fees or
cosls of the arbitration to any party pursuant to applicable substantive law .
No class action, private aUorney general or olller representalive claims may be pursued in arbitration, il being explessly understood and agreed that Ihe arbitralion of all claims must proceed on an individual (non.class alld non-
representativel basis. Claims of two or more persons may oot be joined, consolidated or otherwise brought together in the same arbitration, whether or not the claim may have been assigned, unless toose persons are pal1ies to a
singletransacion.
NOTHING HEREIN SHALL BE DEEMED TO LIMIT OR CONSTRAIN OUR RIGHT TO RESORT TO SELF.HELP REMEDIES OR TO OBTAIN PROVISIONAL REMEDIES SUCH AS INJUNCTIVE RELIEF OR ATTACHMENT FROM
A COURT HAVING APPROPRIATE JURISDICTION.
NOTWITHSTANDING THE PROVISIONS OF THIS SECTION ENTITLED 'ARBITRATION" ANY PARTY MAY BRING AN ACTION IN AN APPROPRIATE COURT OF LAW FOR THE RECOVERY OF DAMAGES WHERE THE
AGGREGATE AMOUNT OF SUCH RELIEF IINCLUDING ATTORNEYS' FEES AND COURT CdSTS\ BEING SOUGHT IS NOT MORE THAN $1~000. SUCH A LAWSUIT MAY BE BROUGHT BY US OR YOU ONLYtNOT BY OR FOR
ANY CLASS OR GROUP OF PERSONS HAVING SIMILAR CLAIMS. IF SUCH A LAWSUIT IS BROUGHT BY US OR YOU, AND THE OTHEN PARTY TO SUCH LAWSUIT FILES A COUNTERCLAIM CROSS. LAIM OR THIRD.
PARTY CLAIM SEEKING TO RECOVER MORE THAN $10,000, THEN THAT COUNTERCLAIM. CROSS.CLAIM DR THIRD.PARTY CLAIM MUST BE ARBITRATED IN ACCORDANCE WITH THE PROVISIONS OF THIS ARBITRATION
SECTION lnol includino ~is Ra~o~ph\.
NEITHER WE NOn-VOU SHAlL BE DEEMED TO HAVE WAIVED ANY ARBITRATION RIGHTS SET FORTH HEREIN BY EXERCISING ANY SELF.HELP OR BY HAVING FILED ANY CLAIM IN ANY COURT SEEKING TO
RECOVER AN AGGREGATE AMOUNT OF NOT MORE THAN Jl0,OOO.
The terms and provisions 01 thIS section entilled 'Arbitration shall survive termination, transfer or assignment of this Agreement.
14. ENTIRE AGREEMENT: You agree that we may insert Of correct missing information on this Agreement including your legal name and the Equipmenl's descr!)ltion, serial number and location, otherwise, this Agreement contains
tile enlire arrangemenl between Ine pal1ies superSeding all previous PfOPllsals, oral or wrilten. No representation or statement not contafied in lhe original of thIS Agreement shall be binding as warranty or otherwise, nor sha" Ih~
Agreemen.l be modilied or amended. except by written agree~nt and signa:<! by the p'~rIies, bind\ng as warranty Of olherwi.se. Yhis Agreement.shalf not be modilied excep.t in writing and si~q by both .pa"ftles. You expressly disclaim
having relied upon any representallon or statement concerning the capabIlity, condition, operatIOn ~rformance or specifications of the EqUIpment except to the exlenl set forth on the ong1031 of thiS AQreem8f\t.
15. PURCHASE ORDER: You agree thai ani PuIcl1ase Order issued to us covering this EqUIpment shall not in any manner whalsoever modify ttie terms and conditions of lIlis Agreement, whicti shall govern tlie rental ot this Equipment.
16. FINANCIAL STATEMENTS: You agree 0 furnish us with financial statements upon our request in fOlm and substance acceptable 10 LIS in our reasonable discretion.
ACCEPTED BY
CANON BUSINESS SOLUTIONS. EAST, INC., Owner
BY
TITLE
DATE
FORM 201.REV 02/05
AMENDMENT TO COST PER COPY RENTAL AGREEMENT
In regard to that certain Cost Per Copy Rental Agreement Number ("Agreement"),
by and between TOWN OF SOUTH OLD, Southold, New York, ("User") and CANON BUSINESS
SOLUTIONS - EAST, INC. ("Owner"), both User and Owner, intending to be legally bound, hereby agree
as follows:
Section 2 TERM AND RENT: Delete the following
If any payment is not paid hereunder by you when due, you shall be charged a late fee of
ten per cent (10%) of the amount of such payment, plus interest on such amount at the
rate of 1.15% per month from the due date until the date paid, but as to each of the
foregoing, in no event more than the maximum rate permitted by law.
Section 7 INDEMNITY shall be reinstated in its entirety and amended as follows:
7. INDEMNITY: We are not responsible for any iosses or injuries caused by the
installation, removal or use of the Equipment except those due to our gross
negligence. You agree to reimburse us for and to defend us against any claims for
losses or injuries (including attorneys' fees and costs) caused by the Equipment.
Section 10 DEFAULT AND REMEDIES: Reinstate into the 61h and 7'h lines the following
crossed-out language:
"...plus the present value of the remaining MMR payments for the unexpired term of this
Agreement or any Schedule hereto discounted at 6% per annum and/or the lowest legal
rate ..."
Section 10 DEFAULT AND REMEDIES, delete the phrase "although you agree that we are not obligated
to do so" from subsection (iii).
User agrees and stipulates that reproduction of this Agreement by means of a reliable electronic form (by
photocopy, facsimile or otherwise) shall be admissible in evidence as the original itself in any judicial or
administrative proceeding (whether or not the original is in existence and whether or not the reproduction
was made by the Owner in the regular course of business, and that an executed copy of this Agreement
bearing Owner's original manual signature and User's signature (either an original manual signature or
such signature reproduced by means of a reliable electronic form, such as a photocopy or facsimile), shall
be marked "Original" and shall constitute the only original document and be binding upon User for all
effective purposes.
Unless specifically identified in this Amendment and Rider to Master Lease Agreement, all other terms
and conditions of the Agreement shall remain in full force and effect.
LESSEE:
TOWN OF SO~LD
BY:.~~
Name: - 2)e.DH A. Rll~se \ ,
Title: SUptV"Vl ~O (""
Date: ~U.&t JI( ,20~
LESSOR
CANON BUSINESS SOLUTIONS - EAST, INC.
By:
Name:
Title:
Date:
,20_
......a.." ..
CANON QUSINESS SOLUTIONS
167764
Acquisition Agreement
(anon Business SolutionsMEast. Inc. ("Canon~East")
300 Commerce Square Blvd., Burlington, NJ 08016
(800) 220-4000
llllllo
Cust Code
Cust Code
Stale Zip
CompanyMW"; at So:.>thold
Addtess 5309, fY'lPttYIJ R.oAr. (/}If I ()( rusTIc')
City Sr)(rrhold_ State NY Zip /{rnl
Contact 6o-rb~...n Phone # 1a31-?bS--18Sd
Hmail
Company
Address
City
c( +1 ("'liP (
Contact
Email
l)hone It
PLEASE PRINT
Order Date ~ _/_
Delivery Dare ~ ~ _
Item Code
Qty
I
Unit Price
Total Price
Equipment Lease by Leasing Company to Customer:
NoD
Shipping Instructions;
Subtotal
Delivery I Install
Sales Tax
Payment Terms:
Other Requirements:
D CWO
D P.O. Required/P.O. #
Ship Via:
D Other
Lt-c^Sl1.
C:iJ f'l\OrJt1-,:,
o Tax Exempt
(Attach Certificate)
#Steps
Elevator
Total
Loadin Dock? YesO NoD
Deposit
Balance Due
Special Instructions
Rdllll1 I \1(1\l \ulhllll/ltlOll
RGA# _',.'" .... "'..
/1. .
';i;', oJ
o Return Original Order#
o Return to Leasing Company
o Move only
Item Code
o Trade In
D Other
Description
Serial #
Meter Reading
,"""HM."'I
Total
Special Instructions
Customer heteby authorizes Canon-East to remove the trade-in items listed above.
-
CUSTOMER, BY ITS SIGNATURE BELOW, AGREES TO PURCHASE THE ITEMS SPECIFIED ABOVE. CUSTOMER ACKNOWLEDGES RECEIPT OF
A COPY OF THIS AGREEMENT. THE ADDITIONAL TERMS AND CONDITIONS ON THE REV E SIDE HEREOF ARE INCORPORATED AND
MADE PART OF THIS AGREEM
Authorized Signature
Printed name
Scott A. Russell
Town of Southold
C,IIlUll Plll\1l1lSS S()lurJl)ll~ l,jq llll
Salesperson
Rep ID#
Manager
SlS-004A 10/03
ADDlTIONhL TERMS AND CONDITIONS
1. PiliCE AND PAYMENT. The purchase price for the items listed on the reve.rse side hereof (the :'Listed Items"), which ,are u,nirs ofEquipmcnt; ~upp!ies
a':l~ Li~enses of Ap~lication Software with listed third rarlY support contracts, IS due and payable m fult upon Cu~to~ers reclpt ofCanon-East~ mVOl.ce.
If JIlVOlces are unpaid and overdue, the Customer shal pay the acrual and reasonable costs and e,xpcnses of colleCtlon lficurred by Canon-~ast, mdudmg
the maximum attorney's fees permitted by law. In addition [0 the amou~1ts sbo,wn on t~e reverse Side he!cof. ~ustomer shall,pay ~no~-~asts rates ~or any
special rig~ing for delivery al~d install~tion. In the event lh~,r, at any time pnC:H to slllpm~nt, Canon-East discovers ~ny ml~take ~~ prlcmg or Eq,,!lpme~t
configuration on the front Side of thiS Agreement, Canon-.-l:ast reserves the nght to. notifY t~e Custo~er of the mlsta~e 10 wntlOg ~nd to rescmd thiS
Agreement without further liability to Customer hereun~er, Canon-East--.reserves the right to .wlth~old shipment of the Listed Items until Customer makes
full payment of the purchase price or to revoke any credit extended to Customer because of Its faliure tolay any amounts when d~e or for any ~ther r~a-
son affecting Customer's creditworthiness. Customer represenrs that (a) Canon-Fast will receive good an marketable tide to each Item of t,rade In eqUIp-
ment listed on the reverse side hereof, and (b). CI~stomer is conveY;!.lf, such rr;hlc ill equipment to Ca~on-East ~rec,and clear of any and aU hens a,nd le~e-
hold interest. Customer agrees to pay Canon-Easts removal chaq'cs If, on the date tbat Canon-East dehvers the EqUipment to Customer, the trade-Ill eqUIp-
ment is unavailable for pick up and removal through no fault oreanon-East.
L EQUIPMENT LEASE. If Customer has elected on the reverse side hereoF to lease the Equipment, Customer shall (a) be deemed to h~ve assigned. its
right to purchase the Equipment to the Lea.~ing Company designated on tht reverse side hereof, and ~b) enter in.w a lease agreem~nt With the .Lea~lOg
Company. Such assignment is conditioned upon the Leasing Company's full payment of the purchasepnce of the Listed Items. The nghts and oblIgatIons
of the Customer and Canon~East specified in this Agreement and all other terms and conditions contained herein shall survive the Customer's assignment
of its right to purchase the Equipment.
3. LIMITED WARRANTY. For ninety (90) days after the datc of the original delivery of the new Canon brand Equipment (;:hiny (30) days in the case
of refurbished Canon brand Equipment), Canon-East warrants that under normalu:;e and maintenance conditions all such Equipme~t will be free from
defects in material and workmanship. Warranty claims must be made in writing by Customer to Canon-East no latcr than five (5) busmess days after the
cxpiration of the warranty period. Canon~East's obligations under this wammtr are limited solely to repair or replacement (at Canon-East's sole option) of
such parts as are proven to be defective upon Canon-EaS['s inspection. This warranty does not extend to, and Customer shall pay Canon-East's labo~, par~s
and supply charges for, (a) repairs resulting from service visits required as a result <?f inadequate key operation involvcme~t (e.g.: Can~n-East .te~hn~cian ~s
dispatched to rectify a problem covered by the operator manua!), (b) repairs necesSItated by factors other than normal use mdudlOg, Without ltmltatlOn, (i)
any willful act, negligence, abuse or misuse of slIch Equipment, Oi) the use of parts, supplies or software not supplied by Canon USA or Canon-East and
which cause abnormally frequent service calls or service problems, (iii) service performed by personnel other than Canon-East service technicians, (iv) trans-
portation of the equipmenl, (v) accident, and (vi) eleclI'ical power malFullction 01' extreme hearing, cooling or humidity and ambient conditions, or (c) re-
insmllation of the Equioment. CUSTOMER EXPRESSLY ACKNOWLEDGES 1'1 IAT THE LIMITED WARRANTY CONTAINED HEREIN DOES
NOT ASSURE UNIN'rERRupTED OPERATION AND USE OF THE EQUIPMENT
OTHER THAN AS SET FORTH IN THIS PARAGRAPH 3, CANON EAST EXPRESSLY DISCLAIMS AND EXCLUDES ANY AND ALL WAR-
RANTIES, EXpIU'~SS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF IvllmCHANTABlLITY AND FITNESS FOR A PARTICULAR
PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE LISTED ITEMS. IN ADDITION, CANON-EAST MAKES NO WARRAN-
TY, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES 01' MERCHANTABILITY AND FITNESS FOR A PARTICULAR PUR-
POSE, W1TH RESI'Ecrro SOFTWARE OR WITH RESPECT TO NON. CANON BRAND EQUIpMEN'[ CANON-EAST ASSIGNS TO CUS-
TOMER W1THOUT RECOURSE ANY WARRANTIES MADE BY THE MANUFA( 'HIRER OF SUCH SOFTWARE OR NON-CANON BRAND
EQUIPMENT,
4. SECURITY. As security for the payment of all amounts ro become duE' to Canon--East, Customer hereby grams to C'1non-East a security interest in
the Equipment. Customer shall, upon request by Canon-East, execute and deliver to Canon-East any and all financing sr:nements necessary to evidence or
perfect Canon-East's security interest in the Equipmellt. To the extent permitted by applicable law, Customer agrees and does hereby authorize Canon-East
(a) to execute and file with the appropriate governmental aurhorities any and all financing statements necessary to evidence or perfect Canon-East's securi-
ty interest in the Equipment, and (b) upon any disposition of Equipment pursuant to Canon-East's security interest, to transfer, on Customer's behalf, its
rights as licensee under any software licenses that arc part of the Listed Items,
5, LIMITATION OF LIABILITY. CANON-EAST SHALL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE UNLESS
CAUSED SOLELY BY CANON-EASTS NEGLIGENCE. CANON-FAST SHALL NOT BE LIABLE FOR LOSS OF PROFIT OR OTHER SPE-
CIAL, INDIRECT, INCIDEN'IAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF TIlE USE OF OR INABILITY TO USE THE LISTED
ITEMS, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED AND EVEN IF CANON. EAST HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES,
6, CHOICE OF LAW AND FORUM. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK AND 1'1-11' CUSTOMER CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY
STATE OR FEDERAL COUNT LOCATED WITH THE STATE OF NEW YORK UPON SERVICE 0'1' PROCESS MADE IN ACCORDANCE
W1TH THE APPLICABLE STATUTES AND RULES OF THE STATE OF NEW YORK OR THE UNITED S'IATES, ANY AND ALL SUITS COM-
MENCED BYTHE CUSTOMER AGAINST CANON-EAS'I; WHETHER OR NOT ARISING UNDER THIS AGREEMENT AND REGARDLESS
OF THE LEGAL THEORY UPON WHICH SUCH SUITS ARE BASED, SHALL BE BROUGHT ONLY IN THE STATE OR FEDERAL COURTS
LOCATED W1THIN THE STATE OF NEW YORK, CUSTOMER HEREBY WAIVES OBJECTIONS AS TO VENUE AND CONVENIENCE OF
FORUM, ANY SUIT BETWEEN THE PARrIES HERETO, OTHER THAN ONE SEEKING PAYMENT OF AMOUNTS DUE HEREUNDER,
SHALL BE COMMENCED, IF AT ALL, WITHIN ONE (I) YEAR OF THE DATE THAT THE CLAIM ACCRUES. THE PARTIES IRREVOCA-
BLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN THEM,
7. ENTIRE AGREEMENT. This Agreement, and Canon-East's credit application signed by Customer, constitutes the entire agreement between the par~
ties with respect t;> the ~u~nishi.ng of the ~isted Items, superseding all pre,vious proposals, oral or written. Any purchase order utilized by Customer shall be
for the Customers admmlst.ratlvc convelllence. only, and any terms there~n whlCh confl,ic.t wirh, v~ry from or supplemen~ th~ provisions of this Agreement
shall be deeme~ null and VOId., No representation o~ statement not contamed on t~e.ong~nal of thiS Agreement shall be blOdmg upon Canon-East as a war-
ranty or otherwise, nor shall thiS Agreement be modIfied or amended except by a wmmg Signed by an officer of Canon-Frl'1st and by the Customer. Customer
expressly disclaims having relied upon any representation or statement concerning the capability, condition, operation, performance or specifications of the
Listed Items except to the extent set forth on the original of this Agreement.
SLS-OQ4A 10103 (ACQUISITION AGREEMENT)
N_ York State and Local Sales and Use Tax ST-119.1
Exempt Organization Certification (6193;
This certification is not valid unless all entries have been completed.
~ ' NeW ..bn State
* DeplIrtment of
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Name of seller NYS Vendor 10 number Name of exempl organization making purchases
TOWN OF SOUTHOLD
Mailing address Mailing address
53095 ROUTE 25-PO BOX 1179
City, village or post offtce City, village or post office
SOUTHOLD
Stale ZIP code Stale ZIP code
NEW YORK 11971
I certify that the organization named above holds a valid Form ST-119, Exempt Organization Certificate, and is
exempt from state and local sales and compensating use taxes on its purchases.
Enter exempt organizalion number from Fonn SJ:119
Tille
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Instructions
Dat. prepared
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Seller
If all entries have been completed and an olficer of the
organization has.signed the certificalion, you mayaccepl it to
exempt sales to the organization named. l1te exempt
organization must be the direct purchaser and payer of record.
Any bill, illllOice or receipt you provide must show the
organization as the purchaser. Payment must be from the funds
of the exempt organization.
This form maY' not be used to claim exemption for the followin!:!:
the purchase of motor fuel or diesel motor fuel including
No. 2 heating 011 (see Purohaser section)
the te!H;ents--per quart tax on the retail sale of lubricating
oil. This tax is imposed on the retail seUer and included in
the price charged the purchaser.
the special fee on paging services unless the purchaser is a
volunteer fire or ambulance company thai has been granted
exemption from sales anduse..tax JlUIliUiIIl!tQ $!lI;I!QrI
1116(aX4) of the tax law. To claim this eocemption, the exempt
voluntary fire or ambulance company must supply the
paging service with this form and a Iet1er thai identifies the
exempt organization and sIaIes thai it is exempt from the
'speciariOO on pagIng a r I
or ambulance company (see Notice ~-17 for additional
infonmation.)
The exempt organization must give you oertificaIion at the time
of the organization's first purchase. A sepmaI8 document is not
necessary for each subsequent purchase, provided that the
exempt organization's name, address, and certificate number
appear on the sales slip or billing invoice. l1te certification is
considered part of each order and remains In force unless
revoked.
If a certification with all entrtes completed is not received
within 90 days after the deUwry of the property or service,
you will share with the purchaser the burden of pIOVlng the
sale was exempt.
....-1
You must keep this Ex8mpt Organization Certification for at least
three years after the date of the last exempt sale substantiated
by the certification.
Purchaser
Complete this certification and give it to the seller.
You may get additional copies of Form S10119.1 at any district tax
office or by writing to the NYS Tax Department, Taxpayer
A$Sistance Bureau, W A Harriman Campus, Albany NY 12227.
This form may be reproduced without prior parmission from the
Tax Department.
Your exemption from New York Slate and local sales and use tax
does not extend to officers, members or employees ot the
exempt organization. Personal purchases made by thase
individuals are subject to sales and use tax. An organization's
exemption does not extend to its subordinate or affiliated units.
When making purchases, subordinate units may not use the
exemption number assigned to the parent organization. Such
misuse may result in the revocation of the parent organization's
exemption.
You may not use this tonm. to make tax exempt purchases of
motor fuel, diesel motor fuel, lubricating oil and, if you are not a
fire or ambulance corn an to avoid the s ial fee on
paging devices. Since. No. 2 heating 011 falls wit in e e '01 'on
01 diesel motor fuel; you may not use this form \0 purchase it tax
exempt. You must use Form FT-1020, Exemption Certificate for
Certain Taxes Imposed on Diesel MoIor Fuel and Propane or
Fonm FT-l025, Certificale for Exemption from Certain Taxes
Imposed on Diesel Motor Fuel, 'to claim exemption on heating
oil. .
Hospitals that have been granted an exemption from sales and
use tax pursuant to sectton 1116(a)(4) of the Tax Law may claim
exemption on the purchase of motor fuel by using Fonm FT-937,
Cerfifica/e of Sales Tax and Motor Fuel Tax Exemption for
Qualified Hospitals.
Substantial civil andfor criminal penalties will result from the
misuse of this form.
.
COPIER MACHINE PROFILE
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