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Home My WebLink AboutCanon Business Solutions - Solid Waste RESOLUTION 2007-78 ADOPTED DOC ID: 2493 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2007-78 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTH OLD TOWN BOARD ON JANUARY 2, 2007: RESOLVED that the Town Board of the Town of South old hereby authorizes and directs Supervisor Scott A. Russell to execute a lease a!!reement with Canon Business Solutions East to supply the Solid Waste District with a desktop copier for the term January 2007 through December 2009 (36 months), at a cost of$55.60 per month to include all service, parts, labor, and toner, all in accordance with the approval of the Town Attorney. f7%,~C7.~-..lJ.., Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: William P. Edwards, Councilman SECONDER: Louisa P. Evans, Justice AYES: Evans, Wickham, Ross, Edwards, Russell, Krupski Jr. Cost Per Copy Rental Agreement Can one CANON BUSINESS SOLUTIONS - EAST, INC. I ACCOUNT # Headquarters' 300 Commerce Square Blvd Burlington NJ 080' 6 ., EQUIPMENT DESCRIPTION SERiAl MQNTHLYMINIMUM RENTAl MONTHLY EXCESSCOPVCHARGE UNIT# {'EQUIPMHIT'1 NU....ER (Plus applicable sales tax} COPY ALLOWANCE (PlUS applicable sales tax) 1. CO-NON r~IO'J3N $ 5~. 00 /,000 .00\ per Copies copy 2. $ per Copies . copy $ per 3. Copies . copy Agreement includes black toner based on manufacturer's suggested toner yield. Supplies will be shipped quarterly. INITIAL TERM OF AGREEMENT: ~f. MONTHS CSl.$ rJ 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: DATE OF BIRTH: I ZALIc<' Ull\'l'. C.utc.hc:x:jUlL ~a~ I/q~ NAME: SS#: Street City Zip Customer Contact for Vo!e(\Q MQ,~e(" ADDRESS: Meier Readings: CORPORATIONIPARTNERSHIP: TAX 10#: Purchase Order # If this information differs for each machine, please attach schedule. Fax No. ( ) TBlMS AND CONDITIONS ll1e_YOUandYOUR"""'II"oUserolIl"oEqu........ll1e_~ U~CANONBIJStlESSSOUl11ONS.EA5T,tlC,andOUR """toIl"oOwnerofIl"oEquipment. 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 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 information. We may also ask to see your driver's license or other identifying documents that will allow us to identify you. We appreciate yQur cooperation. 1. RENTAL AGREEMENT ("AGREEMENT'): We agree to rent 10 yQu and you agree to rent from us the Equipment listed above ('Equipment'). You promise to pay lIS the Monthly Minimum Rental ('MMR') in accordance with the terms below ~us the Excess Copy Charge ("ECC') on copies in excess of the Monthly Copy Allowarce ('MCA'), which ECC shall be billed annually or by another periOO determined by us. You authorize us to insert in this Agreement serial numbers of Equipment when we so determine them. The parties intend this Agreement to be a finance lease under Article 2A of lt1e Uniform Commercial Code. 2. TERM AND RENT: The Agreement shall commer1ce on the day that any of lt1e Equipment is delivered to you (lt1e 'Commencement Date'). ECC shall be payable in arrears, as billed. MMRs shall be payable in advance. Your obligation to pay such payments will begin onlt1e 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 full. You agree 10 provide accurate and timely meter readings at the end of each applicable billing period on the forms or other a1temate means specified by us. If meter readings are not received in a ijrM~ manner, charyes may be estimated by us. YOUR OBLIGATION TO PAY THE MMR AND OTHER SUMS AND ALL OTHER OBUGATlONS 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 CLAtM 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 the Commencemenl Date. Such deferment win only defer the due dates of the installments of reI1t, ~us the correspooding MCA and, it shall ircrease the initial term by same. II r~'j ~r;lllnnt hir8 n~8r is n81 1ll8.~B k, ,!~ .hB~ ~UB, )ou d dllj oh~ :1~.:l ~ bL IJf.. f,f ~" 1'",,,....,1 (lSiL) sf tho amouRt of ouoh ~~iAt pili" i"t"'~rl ':''' ..,,<,h "mn,,,d ~llh'] ':,1... ...11 -11:01 ~r" ""l'~'" I,^~ t~ll ~'n 11'" ,,~tilthn ~ata ~i1 rutnG t.a fllloh nl tl..n f,ragoing, iF! ro n' i.l llloAlthan tha 1T'1l"1:- III riKi ~8r-miM8~ ~. 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 lERMSAND CONDmONS PftINlED ON THE REVERSE ~DE ARE MADEA PA Of. Sout hC1 \d J 'lCJW(\ 0.\' USER (FULL LEGAL NAME) Po Bo'1<. 530 CiS mftlN ~o.cl \ nG BILLING ADDRESS BY X 5; CITY ZIP AUTHORIZE "5 (' L"'~-+ A. R u. ';-~f' I( PRINT NAME . 1'1'- \,... (~3) 7~'0 (t'"f( I~ PHONE NUMBER DATED Sou\~o\c\ ~J IIq71 GUARANTY I uncon I e that User wilt perform all obligations under the Agreement fully and promptly. I also agree that Owner may make olt1er arrangements with the User and I will still be primari~ and uncondilional~ responsible for those payments and . er does not have to notify me n the User defaults under the terms of the Agreement. If User defaults under the Agreement, I will immediately pay all amounts due in accordance with the defaun provisions of the Agreement, ~us fees and other costs. I agree that this Guaranty will continue untillt1e Agreement Is fully paid and, that ~ can be enforced by or for the benefit of any assignee or successor ~ Ownar, I CONSENT TO THE NON-EXCLUSIVE JURI 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 0 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 s ass by eart.ed mail, return racaipt raquasted, shaJl be deemed tha aquivalant ~ personaJ soMea in any such action, THIS GUARANTY SHALl BE GOVERNED BY THE LAWS Of THE STAlE Of NEW YORK. X WITNESS SIGNATURE DATE GUARANTOR SIGNATURE INDIVIDUAllY X PRINT KAME PRINT NAME fORM 201-REV 02l0S 3. COVERED AND NONoCOVERED SERVICE: All routine preventative maintenance and emerQency service needed 10 keep the Eguipment in working order shall be performed by 'Canon, East' durin~ ils regular business hours (8:30am to 5:00pm, Mooday lhroug,h Friday, except ho'idalsj, You shall afford "Canon - East' full and tree access to the Equipment in order to enable 'Ca[)(ln . Easrs' technicians to selVice the Equipment. 'Canon, East' shall have the right to subsl~ute parts at any lime dunng the term of his Agreement in which case the removed_parts shall be<:ome the 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 elfe<:l: (a) Repairs necessftated by factors other than normal use includinQ, withoutlimftation, ani willful act, negligence, abuse or misuse of the Equipment and its parts (includinQ without limitatioo, the copier drum); tt1e use of parts or supp'Ues which are not supplied by Canon or 'Canon - East" ana which cause abnorma Iy frequent service calls or service problems; selVlCe performed by personnel other tfian 'Canon. East's" service technicians; transportation of the Equipment; accident; and failure of electrical power, air conditioning or humidttycontrol. (b) re-installation of the Equipment; or (c) work which you request to be performed outside of "Canon - East's" regular business hours. If in "Canon - East's" opinion, the E~uipment cannot be maintained in oood working order through 'Canon. East's" routine preventative maintenance service, 'Canon - East' shall have the right, in rts sole discretion, to substitute comparable Eguipment in whic~ case the removed Equipment snail become the property of "Canon. East' and the substituted equipment shall become subject to this Agreement. ~thln9 contained herein shall be construed as providing you with an election of remedies. 4. NO WARRANTIES: We are renlin] Ihe E<tU~menl 10 you 'AS IS. WE EXPRESSLY DISCLAIM ALL WARRANTIE~, EXPRESSED OR IMPlIEDhAS 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 HEMEBY ACKNOWLEDGE AND AGREE THATTHE 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 FORANY DAMAGESU INCLUDING WITHOUT lIMITATIONJ>ERSONALINJURY,PROPERTY DAMAGES, LOSS OF BUSINESS. OR INCIDENTAL OR CONSEQUENTIAL DAMAGES CAUSED BY OR RELATED TO THE EQUIPMENT ITS MANUFACT RE INSTALLATION. FUNCTIONINo 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 EQUIPMENT 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 EQUIPMENT Notwithstanding the foregoil1Q,_neitherwe nor our affiliates, officers, directors or Shareholders shall be liable for any coosequential orirrcidental damages. 5. OWNERSHIP, REDELIVERY AND RENEWAL: We are the owner of the Equipment and have title to the Equipment. To protect our rights in the Equipment, in the event this Agreement is determined to be a security agreement, you hereby grant to us a security interest in the Equipment and all proceeds, products, rents or profits therefrom. In states where ~rmissible, you hereby aulhorize us to cause this Agreement or any statement or other instrument in respect to thiS Agreement Showing our interest in the Equipment and In any other equipment financed by us and/or our affiliates ( Other Equipment'), includmg Uniform Commercial Code Financing Statements, to be filed or recorded and retlled and re.recorded ana grant us the right to execute your name thereto. You agree to execute and deliver any statement or instrument r8!1uested by us for such pu~e. You agree to payor reimburse us for any searches, lilingsj recordmgs, stamp fees or taxes related to the filing or recording of ani such instrument or statement. No more than one hundred eighty (180) days but not less than ninety 190) days prior to lf1e ex~ration of the initial term or any renewa term of this Agreement you shall give us wrrtten notice of lour inten ion to return the Equipment to us. Provided you have gwen such timely notice, you shall return the 'EQuipment~freight and insurance p'repaid, to us in good repair condition and working oroer, ordinary wear and tear excep ed, in a manner and to a location designated by us. If you fail to so notify us, or having noti1ied us, you fail to relurn the ~quipment as provided herein, this Agreement shall renewloraddftionalrermsofninetv{90ldayseachata~riodicrentequalto100%oftherentprovidedherein. 6. MAINTENANCE, RISK OF LOSS, AND INSURANCE: You are responsible for installing and keeping the Equipment in Qood working order. Except for ordinary wear and tearl you are resj)Qnsible for protecting the Equipment from damage and loss of any kind. If the Equipment is damaged or lost you agree to continue to pay rent.l'ou agree, during the term of this Agreement, to keep the EqUlpment fu Iy insured against damage and loss, from every cause whatsoever, for not less than the full replacementvaluethereof,andloobtain ag eneral publicliabilily insurance policy, in each case from an Insurer or Insurers reasonably satisfactory to us, nami ng us and our assigns as loss payees and additional insureds. Vou agree to provide us with certificates or other evidence of such I nsurance. Ifroufail to oblain such insurance or to provide eviden ce thereof to us, yoo agree that we may, but shall I'lOtbe obligated to, obtain such insurance on your behalf and charge you for all costs and expenses associated therewith. Withou limiting the generalitv of the forgoing, you specifically acknowledge and agree that n we obtain such insurance on your behalfj Iou will be required to pay a monthly' insurance charge conSiSllnj of reimbursement for premiums advarlCed to tt1e Insurer, finance charges on the unreimbUrsed balance of suc~ premiums at a rate of 16% per annum and a fee 0 5.00. We ou~ assignees anctior th~ir assignees an~or 'h~ir. affllates receive ~ portio~ of the insurance cha es w!)ich ma include a profit from such charges. .. .. . . . TA AND FEES: ou agree to pay when due or reimburse us for all taxes, fees, lines and penalties relating to use or ownership of the Equipment or to this Agreement, !'lOw or hereafter imposed, levied or assessed by any state, federal or local government or agency. You agree to_pay us a non-refundable origination fee of $67.50 in connection witl1this Agreement. EQUIPMENT LOCATED IN CERTAIN STATES is subje<:lto sales tax laws which require that tax be paid up front. If you choose to pay this tax ur front, you may include your check forthe current percent of tax applied to the cost of Eguip.ment. If-'you do not include payment up front, you authorize us to advance the tax and increase your month~ payment by an amount equa to lhe current tax percentage applied to the monthly rental shown above. g. 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 permiSSion in advance to move it. You agree that tt1e Equipment will be used for business purposes only. 10. DEFAULT AND REMEDIES: If \a) you fail to ~y rent or any other payment hereunder and/or under any other agreement witl1 us and/or our affiliates coocerning the finance of Other Equipment when due; or (b) you breach ar)Y representation or warranty, or fail to peiiorm any of the other terms, covenants or conditions of this Agreement .and/or under any other agreement wfth us and/or our affiliates concerning the finance of Other Equipment alter ten (1U) days written nolic_ej or (c) you or Guarantor sus1ain a substantial deterioration In your or Guarantor's condition /financial or othelWise), or become insolvent or make an assignment forlhe benefit of creditors, or file a petition under the Bankruptcy Cooe or one is filed against you; or (d) a receiver, trustee, conservalor or liquidator is appointed wdh or wtthout Y.9ur consent, you shall be in default under the Agreement and, we may, to the extent permitted by applicable law, exercise anyone or more of the following remedies; (i) we can require that you return the Eguipment and/or any OIhe(Equipment, to us and declare due, sue for and-receive from you the sum of all. renlal paymenfs and other amounts then d. ue and owing under this Agreement or any schedule thereto, ~I "J +1.1 p",,:,An+ ,,~I"A ^It~ll romaini~'~11R ~]1~1l~tll~' th ..nllur;~'" ~M_ M +I.;~ AgreO-v1t ~'I:A~' ll,:,I.A"..'n thurma ....~^^..n+A'il at t'?'[j ~e Q! i% P"" ~nnllm '>nil ^' ll.n IA'''A~; I~gnl !~te; (Iii to similarly accelerate the balances due under any other agreements tween you and us and/or any affiliate of ours conceming the finance of eqUirment; (iiil although you agree that , e, a . ".~ if we deCide 0 take possession of the Equipment and/or the Ot~er Equipment, we shall give you credit lor any sums received bv us from the sale or rental of the i after deduction 01 any amount still owed by you under this Agreement and our cost of repossession and the sale or rental of the Eguipment" (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 lor all the expenses incurred in connection with the enforcement of any of our remedies incluaing all. costs of coUection, reasonable attorney's fees and court costs. lessee shall also be liable tor the pre- and posl.judgemen attorney's fees and costs incurred by Lessor alter a judgement has been e nteredagainst Lessee by any court. All our remedies are cumulative, are in addition to any olher remedies provided forlly law and may, to the extent permitted by law, be exercised either concurrently or separately. Exercise of anyone remedy shall not be deemed an election of such remedy or to preclude the exercise of any other remedy. No failure on our part to exercise any right or remedy and no delay in exercising any right or remeoy shall operate as a waiver of any nght or remedy or to modify the terms of this Agreement. A waiver of default shall oot be construed as a waiver of any other or subsequenl default. 11. ASSIGNMENT:l'OU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN THIS AGREEMENT OR SUBLEASE THE EQUIPMENT. We may sell, assign or transfer this Agreement, without notice. You agree that if we sell, assign or transfer thiS Agreement, the new owner Will have the same ri~hts and beneffts that we have now and will not have to ~rform an'y of our obligations. You agree that the right of the new owner will not be su5[ectto anl.claim~ defense~ or sel oHs thai you may have ~insl us. WE MAY SEL~ ASSIGN, OR TRANSFER OUR RIGHTS (BUT NOT OUR OBLIGATIONS) UNDER THIS AGREEMENT TO CITICORP VENDOR FINANCE, INC. SUCH SA E, AS,IGNMEN I OR TRANSFER SHALL NOT RELIEVE US OF OUR O,lIGATIONS HEREUNDER. 12. CONSENT TO JURISDICTION AND GOVERNING LAW: SUBJECTTO THE PROVISIONS SET FORTH ELSEWHERE IN THIS AGREEMENT WITH RESPECTTO ARBITRATION PROCEEDINGS, YOU CONSENTTO 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 YORK AND THAT YOU MAY BE REQUIRED TO DEFEND AND LITIGATE ANY SUCH LAWSUIT IN NEW YORK. You agree fual seNice 01 process bv certilied mail, relum receipl reQuesle~ shall be deemed Ihe eguivalenl 01 personal seN"," In any such aclion. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE 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.50S THROUGH 2A.522 OF THE UNIFORM COMMERCIAL CODE 13. ARBITRATION: Ex~ept as o~erwise expressly set fo~h below in this section, any. issue, claim or ~ispute between us and you or any of our or your respective successors, a~igns, age.nts, o~icers or employ~s arising out of or in connection With or relating to thIS. Agr~ment or a.ny d:e:allngs between us and you With respect .to t~IS Agreement or the EqUlpm.ent, w~eth.er ~ased 00 contrac:t statute, r~ulalkin, \orf (In~ludlng fraud .or any Intentlonaf tort) or any other legal or equitable groundsl IncTudlngthe arbltrabllityofthe ma tter and the scope of the arbitration, shall be resolved by bmdmg arbltrabon m accordance with the provISions of this section. Arbrtratlonreplacesthe nght(oresort to the courts for diSPlJle resolution. Arbitratioo 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 p'anel of three arbitrators, in which case lhearbftration shall be conducted by a panel of three arbftrat ors (such arbitrator or arbitrators herein being referred to as "thearbitra lor'}. The arbftrator shalf decide the dispute in accofdancewith apRlicablesubst antive law consistent with lt1e Federal Arbitration Act. The decision rendered by the arbftrator shall be in writing, provided, however, that the arbitrator need not provide a statement of reasons unless ooe is requested by a pa~ to the arbitration. The decision of the arbitrator shall be final and binding, subject to judicial intervention or review only 16 the extent allowed under the Federal Arbitration Act. The award of the arbitrator may be entered as a Judgment In any court having jurisdiction. If you initiate the arbitration, such afbitratlon shall be held in Bergen Countv, New Jersey. If we initiate the arbftration, such arbitration shall be held in the state indicated in your address as set forth In this Agreement. T~e party imtia~ng the arbitration shall pay the filing fee. If you file the arbftration and a decision is awarded in your lavor, we will reimburse you for the filing fee. If there is a healing, we shall pay the fees and costs ror the first day of !tie heanng. Ifany party requests a panel of three arbitrators, the ~rty making the request shall pay the fees of the additional arbftrators unless the arMrator rules otherwise., All other ees and costs will be allocated in accordance with the rules of the appjiCabf'e arbitration lorum. Each party shall bear the expense of its own counsel, experts, witnesses and other expenses, regardless of which party prevalls, except to the extent the arbitrator assesses fees or costs of the arbitration to any party pursuant to applicable substantive law. No class action, private attorney general or other representative claims may be pursued in arbitration, ft being expressly understood a~d agreed that the arbftration of all claims must proceed on an individual (non-class and non. r~presentative). 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 Itlose persons are parties to a smgletransachon. NOTHING HEREIN SHALL BE DEEMED TO LIMIT OR CONSTRAIN OUR RIGHT TO RESORTTO 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 CdSTSI BEING SOUGHT IS NOT MORE THAN S10ilOOO. 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 OTHE 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 fuis paragraph). 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 110,0110. The terms aOO provisions of this section entitled "Arbitration shall survive termination, transfer or assignment of this Agreement. 14. ENTIRE AGREEMENT: You agree that we may insert or correct missing information 00 this Agreemenfincluding your legal name and the Equipment's description, serial number and location, otherwise, this Agreement contains the entire arrangem~nt between tfie parties superSeding all previous p(o~ls, oral or .writte.n. ~o representation or stat~ment n.ot contained in the original of ~is Agreem.ent ~~all be bi~ding as warranty ~r otherwise, nor sh.all tl)is Agreement be modilied or amended except by written agreement and Signed by the parties, blOOmg as warranty or othel'Wlse. ThiS Agreement shall not be modffiecl except In wntlng and signed bv both parties. You expressly disclaim having relied upon any representation or statement concerning the capability, cooditioo, operation ~rformance or ~tions of lhe Equipment exceot to the extent set forth on the original of this AQreement. 15. PURCHASE ORDER: You agree that ani Purchase Order issued to lIS covering lIlis EqUipment snail not in any manner whatsoever modifY t~e terms and conditions of this Agreement, which shall govern t~e rental of this Equipment. 16. FINANCIAL STATEMENTS:-You agree 0 furnish us with financial statements upon our request in form and substance acceptable to lIS in our reasonable discretion. ACCEPTED BY CANON BUSINESS SOLUTIONS. EAST, INC., Owner BY TITLE DATE FORM 201-REV 02/05 Canon CANON BUSINESS SOLUTIONS 154583 Acquisition Agreement Canon Business Solutions-East. Inc. ("Canon-East") 300 Commerce Square Blvd., Burlington, NJ 08016 (800) 220'4000 Cust Code Cost Code Company c.. If I ( flp do..! Address City State Zip Company WILS/P) 7O,,}N of SLJu/hold ~pl of Sn/"J Address I Z AcJr~ I-I)A'P Clty~ State IVy Contlct va I~ ("Ie. molt' r EIrulil Va IeI'" 't ,mOIlPr I Zip 1193S" Phone# b3/-'134-?bl(~ cD tAlJJN.S()ulh old.A'y.us Contact Phone # Email PLEASE PRINT Item Code Order Date ---1 _/ _ Description Delivery Date _/ ---1 _ (InN"") Ir a__ I Q.o 0 I Equipment Lease by Leasing Company to Customer: Yes'6i, NoD Subtotal <le.o I eoe-o Payment Terms: Other Requirements: Shipping Instructions: Delivery I Install D CWO D P.O. Required/P.O. # Ship Via: Sales Tax #Steps Total D Other D Tax Exempt 3bt1\ONTHS (Attach Certificate) Elevator Deposit Loadinp" Dock? YesD NoD Balance Due Qty Unit Price Total Price RGA# o Rerurn Original Order# D Return to Leasing Company o Move only Item Code D Trade In D Other Description Meter Reading I-U-I Serial # Total Special Instructions Customer hereby authorizes Canon-East to remove the trade-in items listed above. - CUSTOMER. BY ITS SIGNATURE BELOW, AG S TO PURCHASE THE ITEMS SPECIFIED ABOVE. CUSTOMER ACKNOWLEDGES RECEIPT OF A COPY OF THIS AGREEMENT. THE ADDI AL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF ARE INCORPORATED AND MADE PART OF THIS AGREEMENT. Title Rep ID# Manager SLS-Q04A 10103 ADDITIONAL TERMS AND CONDITIONS 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 SOfLW:Ht: with listed third parry support contracts, is due and payable in full upon Customer's recipt of Canon-Ease's invoice. If invoices afC unpaid and overdue, thl: Customer shall pay the actual and reasonable costs and expenses of collection incurred by Canon-Ease, including the maximum anorney's fees pCfJnin-cd hy bw. 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 imrallalion. In the event lhat, at any time prior to shipment, Canon-Easr discovers any mistake ill pricing or Equipment configuralion on rhe Front side of this Agn_TI1ICtlt, (:~llwn-Llst reserves the right tLi notify the Customer of the mistake in writing ;md to rcscind this Agreemenr witham furthn liability to CUSrulll\_'i'lk:'_'lill,j( C:IIHlIlnF:Lst reserves the right to \.virhhold shiplllCIll of the Listed Items umil Customer nukes full payment of th1' Pllnhasc pricl' or to revuLL' .11'\ ill' ;It'lll,kd w Cusrulncr 11l'c.wsl' urics failule' to pay ,my amounts when due or It)!' any nth"I' I"c.1- S011 aneCling CUS{(IJllcr's n~:dltwtlrthrness. (:u::tPlr" I Ill' ",II" Ilut \a) (:all(l)l-Fasr \vill receive g(Hhl ,\Ild tl1<lrkctablc title to each irCHI (If t!":ll\e in C:(llli)) ll1ent listed on the rl'VCL'L' sit\t' hcreof'. and (h) Cu,,,;(,nlcli, '.lllh iLl'lc ill t'lllilllllenr Il, \ ';'lll)I1-[:,a<;t free and dear of ,my ,1nd ~dlli"ils ;111,1 k;I'" hold interest. (:ustomer agree, 10 pay (:;lIlOIl-I,',lst's 1,'nll'I/,\] ,-II,~,r:, ')1' (ill' lbi l' tl t,ll (:;lnOll- F~l"l ,i,!i 'tl -' tlll: L<]uipment to (:uslOmer, 1 hL: Ir:ldcill ('(\1 Li I' menl is 1l11:lV~liL1hlc lor 1)1(,1, up ,llld n'IlHlv;d throllgh [lI' Lilli! pi ( ;11]0[1 Fa';l ) EQUIPMENT LEASE. Ii (:usro1lllT h.l.\ dClln\ ,il~ tJ" ;:.. right 10 J1lirtlu,1.' thv 1"ljllqlllll'll\ to till' l..l'.l\iJl)~ \ :()m!'~II'1 11 ,I (:Ol11jl;lIlY. \uc:h ;l"it',l1llll.'i1' is ttlllditiolled trl1un till' Ll',i"ill;', ( (1f tile: \;USlOmn ,uld (,IIHiIl-L1\( ~pL'lillL'd ill [hi" \gll":llIl W ,,1' its ri~ht to pun_h~l~l' till' l-:qllillllhni. 11,_, "i k,l'l' ,11\' Lqlli",; '.'11: \ \l~~()Il1e:r \h;lll (;1) [w dl'l'lllvd I,) !",' ':,1 I'll i1." \'VI" ..ill, Ill'nl':, il'~ ;1, tll(,'I' in(o;l 1<:;lS<: ;lsrl't'llkll\ ',i;!1 1,:< I'!' I'I\S i'llll ]',I\IlIl_II!. (1flll(' lHiI :I',l' priLL' o(the Lis(ed It,'nls, Till ,II" ,,!Ii ;:1,[ ,,'1111' ,111d d,n,!iiH'Il-. ,,,nl.lilln\ IWI't'ill \It;dl survivl' th<: (-'ISll'I' :\\i~ '''Ii i,," \. LIMITED WARRANTY. )"lll1ill':\\' i(jlli d.I\" ,tit, i)" Iii Il-i'lir!Jishcd (:.lll\ll1 In,IIl,1 1''luipllh'lll j, ( 'I](lil .j,- \', Ii ,,1"[ ,," ;'1' !," '1<>1 'il ,I tl', d,'I~'(I~ in TlLI\Vli,tl :iihi WUILI1,III.,lui'_ \\':11 ci,I:[I['. l'\11iL'lillll of r!w I,I,:ln,~lll\ 1)('1-:".1. (:111\>[1 I ,,1,lic:.I' "ulh IUrlS ,IS .IIL' prll\'l'lllol he: ,kkd[\" lIll''l1 i, '111,111 I ,\11,1 "if'pl:' l ,j~)j'. :.[' Il'I';Iil, 1\'\III[in~ I-ldln 1\ di'I'lllhl'd h\ In iiil';1 1'101111("11 t()\'t'lt,d hI ih" "jlc'I.li": ~[nl \\illf,d ;1'_[_ lltglig.llh", li"I'", '\1 Illi'll',' "I :,il' 11 111'_i i'il" \'.hi, II ,-.IlI','_' ,1[,ilUril1:dh fl-"']1ltT" 'I-I, 'It' 1)1, ,j]' \~'I\ I'_-,-! I,-.I,j 'II!-,I \ i"; !,'j 1,'( '1 ~',-i" pOIt.lllOll ollh~' ~'qlli~11l\l':ll' I:\'i \"_idc'II(' .1Ild iI-i) ~'k~~i"i. .:i 1,1,t!1'II[JLli" t ,'I' ('\Ii, ;111 h,.ll inst.lll,Hio!1 oftlll' l:quiplll,'I1: \ \J\]'()j\lIJ{ I:XP];F.\',j') is~( 1\\'1101')( [I,,'; I-I L\TTI 11' !\UT ,\SSLRL U!\ [N[ [[([(I [' [ El) U]'FRAI], )N AN [) l\L U[ T[ [[ [()l iI'J\ I [:->J[. ':1' ',I [ ,. ( ,,111()1l [,r.ll1d Fquipll1l'[1l i,I";; I '~;llhl' ,-()lldi[;l)JlS ,dl SllLh I,,.:, I ,hr illl bl'-'I- Lh,1Jl lin' t ',.I I '1llc'n ~ (,II ( "':' ;'1" ( 11':' 1]1<.1 :,1;'111 Pi' "i" ,i,'li i:i\.'''!\','llklll k_s'" ,,,I: ], : IUd I iI'L Ill.! I 1.1\,-' i Ik lll'~\i Ii.. , : I' III [ i:,,, II ,Ii ""II, 'W: \lq'(1)1"l! h:\" (,m')11 i' ",,\ "i \ .~I \;1 I x ,1,,11,,; 111,'11 (:;]11(1I1 1:.1',( \t'niCl~" !.,Ii.,iclli il\:' li,III', 01 11\!ll1idin' and ~ll1lill"H c,' I,!.:illl"", ,11 1,,'; i\ \ j{IZ_-,\>n\ (( )1'< 1 \,1 "I-l ' I j FI\I'I >~ I.d )[' I I ~ ii, "','j "liI',II,",\ 111\1111,11'[ "j, "I' I. [:'1<):11,' L, " I""" il'dl 'ii' ,II; ;,\<1 1;1 ()THER THAf\ AS SET FORTH IN THIS PARACIU\I't] _), CAl'\UN-I',/\ST 1')\)))\1\\1.1' l)l';(:i \i\ f'; \!'-!l) FXCl.LDF\ :\, 'L' ,\1'<1) ,\l.l \\i\:;'- RANTIES, EXPRESS OR 11\lPLlFD, INCLl)DI:-.JC II\lPIIFI) \X/i\RRf\0JTIL\ OF ,\'ILIZCIL\i':T\I',JLlIY /\N]) F!TNE\\ ; i!j~ \ 1\;\1<11(1 i\l,- PURPOSE RELAT1NC TO THE USE OR PERFORMA!,\'CF OFT] IF I.lSTE]) ITI-",\lS_ IN f\])I)lTIU~~, CANON-EAST ,\L\I<F\ \JU \\''A]{I\I\N- TY, EXPRESS UR ]MPLlE]), ]NCLU])]N(; ]MPLlF]) WARRANT]ES UF "lmCHA!\'!A[\]UT\ AN]) HTNESS FOR A PA[~ []CUIA1I P1;R- POSE, WITH RESPECTTU SOFTWARE OR W]TH RFSPFCTTO NON-CAr--:UN BRAN[) H)l!II'MENT CANUN-EAST A\\](;NS TO CUS- TOMER W]THOUT RECOURSE ANYWARRANT]FS MADE BYTHE MANUFACTURER OF SUCH SOFTWARE OR NUN-CANON B[(AND EQU]PMENT 4. SECURITY. As security for the payment of all amounts [() become due to Canon-East, Customer hereby grams to Canon-East a security interest in the Equipment. Customer shall, upon request 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 pursuam to Canon-East's security interest, ro 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 ]NJURY OR PROPERTY DAMAGE UNLESS CAUSED SOLELY BY CANON-EASTS 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 INAB]LITY TO USE THE LISTED ]TEMS, 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 W]TH THE LAWS OF THE STATE OF NEW YORK AND THE CUSTOMER CONSENTS TO THE EXCLUSIVE JURISDICTION 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 OF THE STATE OF NEW YORK OR THE UNITED STATES, ANY AND ALL SUITS COM- MENCED BYTHE CUSTOMERAGAlNST 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 (]) YEAR OF THE DATE THAT THE CLAIM ACCRUES, THE PARTIES IRREVOCA- BLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BE1WEEN 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 utilized 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 representation or statement not contained on the original of this Agreement shall be binding upon Canon-East as a war- ramy 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 the capability. condition, operation, performance Of specifications of the Listed Items except to the extent set forth on the original of this Agreement. SL5-004A 10103 (ACQUISITION AGREEMENT) AMENDMENT TO COST PER COPY RENTAL AGREEMENT In regard to that certain Cost Per Copy Rental Agreement Number (.Agreement"), by and between TOWN OF SOUTHOLD, Southold.- New York, (.User") and CANON BUSINESS SOLUTIONS - EAST, INC. (.Owner"), both User and Owner, intending to be legally bound, Hereby agree as lollows: . , Section 2 TERM AND RENT: Delete the following Ifany paYlJlent is IJ.pt paid hereunder by you when due, you shall be charged a late fee of ten per ceOt (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 pennitted by law. Section 7 INDEMNITY shall be reinstated in its entirety and amended as follows: 7. . INDEMNITY: We are not responsible for any losses or injuries caused by the instaDat.ion, 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 attomeys' fees and costs) caused by the Equipment. . Section 10 DEFAULT AND REMEDIES: Reinstate into the 6'" and 7'" lines the following crossed-out language: ....p1us the present value of the remaining MMR payments for the unexpired tenn of this Agreemei1t or any Schedule hereto discounted at 6% per annum and/or the lowest legal rate .... Section 10 DEFAULT AND REMEDIES, delete the phrase .aIthough 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 fonn (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 fonn, 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 tenns and conditions of the Agreement shall remain in full force and effect. . LESSEE: ~ . TOWNOFSOUT D By: ~ .tfIlI'/ Name:. ) Go rl ,A-. (( lA (Cf' I ( Title: S t.{ (h-1 vi' f 0 ,r Date: ~.;I.'3 ,20.a.!l' LESSOR CANON BUSINESS SOLUTIONS - EAST, INC. By: Name: Title: Date: ,20_ . COPIER MACHINE PROFILE (/) a: z w a: oll...J CD 0 .-: w :iE ci i= :J WW ::::l <( D.. D.. ~c Z z 0 W D.. <(0 0 C ::::l :iE:iE ...J <( ...J (/) ii: W (/) 1 Southold Main Office Canon Business Canon IR5020 JCT07316 Solutions 2 Southold Main Office Canon Business CanonlR5020 JCT07621 Solutions 3 Southold Main Office Canon Business Canon IR5020 JCT18854 Solutions 4 Southold Main Office Canon Business CanonlR5020 JCT18866 Solutions , 5 Southold Main Office Canon Business CanonlR2870 KGCOO278 Solutions 6 Southold Dept. of Justice Canon Business CanonlR5070 SXP17589 Solutions 7 Mattituck Human Canon Business CanonlR2270 SLH23659 Resource Ctr. Solutions 8 Peconic, NY Recreation Canon Business CanonlR2270 SLH33890 Solutions 9 Cutchogue, NY Solid Waste Canon Business Canon IR1023N TJE01121 Solutions , , , v