Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Canon Solutions America, Inc
gIFfD(®� RESOLUTION 2014-690 ADOPTED DOC ID: 10034 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2014-690 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON AUGUST 12, 2014: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Acquisition Agreement Lease or Purchase between the Town of Southold and Canon Solutions America, Inc., in connection with the lease of a Canon IR-Advanced 4225 copy machine/scanner for use by the Highway Department at a monthly cost of$162.00 for a period of forty-eight (48) months, subject to the approval of the Town Attorney. 44�444f 0604a& Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: William P. Ruland, Councilman SECONDER:Jill Doherty, Councilwoman AYES: Dinizio Jr, Ruland, Doherty, Evans, Russell ABSENT: Robert Ghosio ACQUISITION AGREEMENT LEASE OR PURCHASE CANON SOLUTIONS AMERICA #S0311553.01 Canon Solutions America,Inc.("CSA") One Canon Park,Melville,NY 11747 (800)613-2228 Salesperson Linda C Lehman _ Order Date: _- / 2.4 f 2014 ._...........—� ;( Customer Account: R a��z2 Customer Account: 1047792 Company:Town of Southold Company- SOUTHOLD,TOWN Of �...m...... Address:53095 Main Road,PO Box-478 Address 275 Peconlc Lane -.........._......__.....__..... City: Southold County:SUFFOLK City: Peconic County: SUFFOLK .. State:NY Zip: 11971 Phone#;631.765.1891 State: NY Zip: 11958 Phone#: 631-765-1891 �_ _._......_...._.....__.......... . ......_..-..... Contact:Lloyd Reisenberg Fax#: Contact:Lloyd Reisenberg Fax#: Email: Email: y - © You agree to lease the items listed below or in any addendum(s) to this Agreement from the Leasing Company identified below, at the fixed periodic lease payments indicated below or in any addendum(s)to this Agreement and for the fixed term specified in the lease agreement between you and the Leasing Company. Delivery to you of the items specified Is contingent on you signing a lease agreement with the Leasing Company. Canon Financial Services,Inc. ❑ Other (Name of Leasing Company): ❑ You agree to purchase the items listed below or in any addendum(s)to this Agreement,for the purchase price specified. The"bill to"for the items listed is the Leasing Company or you,depending on which box is checked above. PLEASE PRINT 8032B003 IMAGERUNNER ADVANCE 4225 1 162,00 ..... . _ 48056002 DAOF-AG1 1 _ Included 6543, _... .-__...._...__.........__ .. ....__._...... ..._..__-...... -. 6001 CABINET TYPE-G I Included 81888001 PCL PRINTER KIT-AY1 ELAN 1 ) Included 81848002 SUPER G3 FAX BOARD-API_ 1 Included 1972VO64 ESP NEXT GEN PCS POWER FILTER(120W15A) XG-PCS-15D 1 Included 2246V630 IMAGERUNNER ADV 403514025/4235/4225 INSTALL PAK 1 Included 2368VI19 LOW VOLUME CONNECTIVITY UP TO 3oPPM 1 Included µ taM4_ ` Subtotal from ....... .. R a , ;- � ..; ,SullemeMal Addendum 0.00 ❑ Check with Order Check# Subtotal 162.00 El P.O.Required .......... µ,....., ❑ Net 30 P.O.# Delivery/Install OAO _......_.._._._ LeaseSales Tax l [] Tax E=xempt ❑ Other (Attach Certificate) Total ❑ Credit Card: ❑ Customer Declines Deposit 0.00 Requires submission of secure credit card authorization fortnn• Maintenance Agreement Balance Due n Ins ru �M,1111 NO r €fl vpr Irl araTlalori fsu oja , Ship Via: Name Lloyd Reisenberg Email - This individual may be contacted for Hours of Oparatio """ network connectivity. —i --7- Phone 631.761891 Earliest Date For Delivery: 7 /2612014 Name Lloyd Rgis�enberg- Number of Steps 0 Elevator Yes ❑ No 0 Special Delivery/Installation Instruction Phone 631.765.1891 Loading Dock Yes ❑ No 0 —•- - __ Email BY YOUR YOU ACKNOWLEDGE EDG SIGNATURE AGREE TO LEASE OR PURCHASE,AS SPECIFIED ABOVE,THE ITEMS LISTED ABO OR IN ANY ADDENDUM(S)70 THIS RECEIPT A CVE OPY OF THIS AGREEMENT, CONSISTING Of ]WO PAGES INCLUDING THIS FACE PAGE. THE ADDITIONAL TERMS AND CONDITIONS ON E 2 HEREOF' AN ANY ADDENDUM(S) HERETO ARE INCORPORATED AND MADE PART OF THIS AGREEMENT. w Customers Authorized Si natur C.Lf G/L/'� / ......__.........-........__...._....-.-_............ �._.....___...... Printed ameS� L Tule �.f O Date �V Iq , _ SLS-004 May 2014 CSA ADDITIONAL TERMS AND CONDITIONS #S0311553.01 These are the additional terms and conditions referred to on the face page to which they are THAN AS SET FORTH IN THIS SECTION 2,CSA EXPRESSLY DISCLAIMS AND EXCLUDES attached.Such face page and addendum(s),collectively with these leans and conditions,the ANY AND ALL WARRANTIES,EXPRESS OR IMPLIED,INCLUDING IMPLIED WARRANTIES 'Agreement.' OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE RELATING TO TI IE 1. LEASE OR PURCHASE PRICE AND PAYMENT.You agree to lease or purchase the units USE OR PERFORMANCE OF THE LISTED ITEMS. of equipment and supplies(the'Equipmen(")and licenses of application software with third party 3. DATA.You acknowledge that the hard drive(s)on the Equipment,including attached support contracts(the"Listed Software'and,together with the Equipment,the"Listed Items'),in devices,may retain images,Content or other data that you may store for purposes of normal each case as indicated on the face page hereof or in any addendum(s)hereto.(a)If you have operation of the Equipment('Data").You acknowledge that CSA is not storing Data on your elected to purchase the Listed Items,the total purchase price specified in the Agreement, behalf and that exposure or access to the Data by CSA,if any,is purely incidental to the services including sales taxes and deliverylinstallation charges,is due and payable in accordance with performed by CSA.Neither CSA nor any of their affiliates has an obligation to erase or overwrite the payment terms of this Agreement.If payments are late,(i)you shall pay the actual and Data upon your return of the Equipment to CSA or any leasing company.You are solely reasonable costs and expenses of collection incurred by CSA,including the maxirnurn attomey's responsible for;(i)your compliance with applicable law and legal requirements pertaining to data fees permitted by law and(it)CSA may charge you and you agree to pay,a late charge equal to privacy,storage,security,retention and protection;and(if)all decisions related to erasing or the higher of five percent(5%)of the amount due or$10 as reasonable collection fees,not to overwriting Data.Without limiting the foregoing,you should,(a)enable the Hard Disk Drive(HDD) exceed the maximum amount permitted by law. (b)If you have elected to lease the Listed Items, data erase functionality that is a standard feature on certain Equipment and/or(b) prior to return or CSA shall sell the Listed Items to the Leasing Company subject in all respects to the warranty other disposition of the Equipment,utilize the HDD(or comparable)formatting function(which limitations and disclaimers and limitations of liability in this Agreement.You shall enter into a may be referred to as'Initialized All DalalSetfings'function)if found on the Equipment to lease agreement with the Leasing Company providing,in addition to such terms and conditions perform a one pass overwrite of Data or,if you have higher security requirements,you may as the Leasing Company shall require,for fixed periodic lease payments indicated herein over a purchase from CSA at current rales an appropriate option for the Equipment,which may include fixed lease term as specified in the lease agreement.DeliveryInstallation charges,if separately (x)an HDD Data Encryption Kit option which disguises information before it is written to the hard itemized in this Agreement,are due and payable in accordance with the payment terns of this drive using encryption algorithms,(y)a HDD Data Erase Kit that can perform up to a 3-pass Agreement.You are responsible for payment of sales or use taxes on monthly rentals if overwrite of Data(for Equipment not containing data erase functionality as a standard feature),or applicable,even if not specified in this Agreement. (z)a replacement hard drive(in which case you should properly destroy the replaced hard drive). (c)in addition to the amounts shown in this Agreement,you shall pay GSA's rates for any special The terms of this Section 3 shall solelygovern as to Data,notwithstanding that any provisions of rigging for delivery and installation when GSA notifies you of in advance,subject to your this Agreement or any separate confidentiality or data security or other agreement now or approval.(d)CSA will,at no additional charge,install all Equipment in accordance with its hereafter entered into between you and CSA could be construed to apply to Data. normal practices and requirements. Maintenance and any other post-installation support of 4. SECURITY.As security for the payment of all amounts due to CSA,you hereby grant to Equipment,and for all software licensed as part of the Equipment and not listed herein as Listed CSA a security interest in the Listed Items.To the extent permitted by applicable law,you hereby Software Is not covered by this Agreement,and will only be provided by CSA if a separate authorize CSA to file with the appropriate governmental authorities any and all financing maintenance agreement is entered into and to the extent provided therein. Installation of Listed statements necessary to evidence or perfect CSA's security interest in the Listed Items. Software may be conditioned on a separate statement of work covering the scope and schedule 5. WARRANTY OF BUSINESS PURPOSE.You represent and warrant that that the of installation,configuration options,responsibilities of each party,and other matters,which shall Equipment will not be used for personal,family or household purposes. Solely govern as to the matters covered therein.Additional charges may apply for work beyond 6, LIMITATION OF LIABILITY.CSA SHALL NOT BE LIABLE FOR PERSONAL INJURY OR the initial scope described in such statement of work. CSA shall make available to you from time PROPERTY DAMAGE EXCEPT TO THE EXTENT CAUSED BY CSA'S NEGLIGENCE OR to time upgrades and bug fixes for the Listed Software,but:(l)only If such upgrades and bug WILLFUL MISCONDUCT.CSA SHALL NOT BE LIABLE FOR LOSS OF PROFIT OR OTHER fixes are provided to CSA by suppliers of such software,(If)availability of upgrades and log fixes SPECIAL,INDIRECT,INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE may be al additional charge unless covered by separate support contract purchased by you,and USE OF OR INABILITY TO USE THE LISTED ITEMS,REGARDLESS OF THE LEGAL (iii)installation of such upgrades and bug fixes by CSA If requested by you shall be at additional THEORY ON WHICH THE CLAIM IS BASED AND EVEN IF CSA HAS BEEN ADVISED OF charge.You are not required to use CSA for installation of either Listed Software or for any THE POSSIBILITY OF SUCH DAMAGES. upgrades and bug fixes,but if installation Is done by anyone other than CSA,CSA shall have no 7. CHOICE OF LAW AND FORUM.THIS AGREEMENT SHALL BE GOVERNED BY AND responsibility for any performance or other issues that may result from such installation. CSA CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.YOU shall also use reasonable efforts to provide Level 1 support for the Listed Software for so long as CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL a CSA maintenance agreement for the related Equipment remains in effect,except that for COURT LOCATED WITHIN THE CITY OF NEW YORK UPON SERVICE OF PROCESS MADE certain listed Software,Level 1 support shall be provided only if a separate support contract has IN ACCORDANCE Wil'H THE APPLICABLE STATUTES AND RULES OF THE STATE OF been purchased by you and for so long as it remains in effect.Level 1 support consists of NEW YORK OR THE UNITED STATES.ANY AND ALL SUITS COMMENCED BY YOU providing help-line telephone assistance in operating the Listed Software and identifying service AGAINST CSA,WHETHER OR NOT ARISING UNDER THIS AGREEMENT AND problems,facilitating contact between you and the supplier of the Listed Software to rectify such REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH SUITS ARE BASED,SHALL. problems and maintaining a log of such problems to assist in tracking the same.You BE BROUGHT ONLY IN THE STATE OR FEDERAL COURTS LOCATED WITHIN THE CITY acknowledge that CSA is not the developer of any of the Listed Software and other than the OF NEW YORK.YOU HEREBY WAIVE OBJECTIONS AS TO VENUE AND CONVENIENCE foregoing,support for Listed Software is not provided under this Agreement,(e)CSA reserves OF FORUM.ANY SUITBETWEEN THE PARTIES HERETO,OTHER THAN ONE SEEKING the right to withhold shipment of the Listed Items(f)until you make full payment of the total price PAYMENT OF AMOUNTS DUE HEREUNDER,SHALL BE COMMENCED,IF AT ALL,WITHIN specified in this Agreement or to revoke any credit extended to you because of your failure to ONE(1)YEAR OF THE DATE THAT THE CLAIM ACCRUES.THE PARTIES IRREVOCABLY pay any amounts when due or for any other reason affecting your creditworthiness,or(If)until WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN THEM, you enter Into a lease agreement with the Leasing Company and the Leasing Company commits 8. GENERAL.This Agreement shall be binding on you upon your signature and on CSA upon to full payment of the purchase price agreed to between CSA and the Leasing Company.If at the delivery of any of the Listed Items.All provisions of this Agreement including Section 3,which any time prior to shipment,CSA discovers any mistake in pricing or Equipment configuration for by their nature can be construed to survive the expiration or termination of the Agreement shall so any Listed Item(s),CSA reserves tate right to notify you of the mistake in writing,and such survive.This Agreement,together with any related CSA credit application,constitutes the entire notification will constilule the non-acceptance of this Agreement by it with respect to such Listed agreement between the parties with respect to the furnishing of the listed Items,superseding ail Items wilhout liability. previous proposals and agreements,oral or written.No lease agreement entered Into between 2. LIMITED WARRANTY.For ninety(90)days after the date of the original delivery of Canon you and the Leasing Company with respect to any Listed Items shall be binding on CSA in any brand Equpmenl,CSA warrants that under normal use and maintenance conditions all such respect or affect your rights or CSA's obligations hereunder.Any purchase order utilized by you Equipment will be free from defects in material and workmanship.Warranty claims must be shall be for your administrative convenience only,and any terms therein which conflict with,vary made in writing by you to CSA no later than five(5)business days after the expiration of the from or supplement the provisions of this Agreement shall be deemed null and void.No warranty period.CSRs obtigalions under this warranty are limited solely to repair or replacement representation or statement not contained on the Original of this Agreement shall be binding (at CSA's sole option)of such parts as are proven to be detective upon CSA's inspection.This upon CSA as a warranty or otherwise,nor shall this Agreement be modified or amended except warranty does not extend to,and you shall pay,CSA's labor,parts and supply charges for(a) by a writing signed by you and a designated representative of CSA.If a court finds any provision repairs resulting from service visits required as a result of inadequate operation of the Listed of this Agreement(or pail thareol)to be unenforceable,the remaining provisions of this Items(e.g.,CSA technician is dispatched to rectify a problem described in the operator manual), Agreement shall remain in full force and effect.This Agreement shall not be assignable by you (b)repairs necessilaled by factors other than normal use including,without limilalion,(i)any without CSA's prier written consent,and any attempted assignment without such consent,which willful act,negligence,abuse or misuse of the relevant Equipment,(ii)the use of parts,supplies shall not be unreasonably withheld,shall be void;except that you may,as described above, or software not supplied by CSA and which cause abnormally frequent service calls or service assign to your leasing company your right to acquire the Listed Items and your warranty rights problems,(Iii)service performed by personnel other than CSA service technicians,(iv) hereunder,but your other rights hereunder,are not assignable to the leasing company and such transportation of the Equipment,(v)accident or casually,and(vi)elecincal power malfunction or assignment shall not relieve you of any of yourobligations hereunder.You expressly disclaim heating,cowling or humidity and ambient conditions,or(c)re-installation of the Equipment. having relied upon any representation or statement concerning the capability,condition, YOU EXPRESSLY ACKNOWLEDGE THAT THE LIMITED EQUIPMENT WARRANTY operation,performance or specifications of the Listed Items,except to the extent set forth on the CONTAINED IN THIS AGREEMENT DOES NOT ASSURE UNINTERRUPTED OPERATION original of this Agreement.You agree that CSA may accept an electronic image of this AND USE OF THE LISPED ITEMS.CSA SHALL,UPON REQUEST,FURNISH 10 YOU Agreement as an Original,and that electronic copies of your signature will be treated as an WITHOUT RECOURSE ANY END USER WARRANTIES MADE BY THE MANUFACTURER original for all purposes. OF THE LISTED SOFTWARE OR ANY NON-CANON BRAND EQUIPMENT.CSA MAKES NO WARRANTY,EXPRESS OR IMPLIED,INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND ATNESS FOR A PARTICULAR PURPOSE,WITH[RESPECT'10 LASTED SOFTWARE OR WITH RESPECT TO NON-CANON BRAND EQUIPMENT.OTHER SLS-004 May 2014 CSA Page 2 Custom r Initi L)ateT�� ADDENDUM TO ADD ADDITIONAL EQUIPMENT TO Canon ACQUISITION AGREEMENT#S0311553.01(the"Agreement') CANON SOLUTIONS AMERICA Canon Solutions America,Inc.("CSA') One Canon Park,Melville,NY 11747 (800)613-2228 Linda C Lehman 7 24 2014 Salesperson Order Date: ! / E i, Company Town of Southold Contact.'Lloyd Reisenberg Address:53095 Main Road,PO Box Phone: 631.765.1891 Fax � 7 City:Southold State:NY t Zip11971 E-Mail: PLEASE PRINT Equipment,Supplies and Licenses of Application Software with listed third party support contracts and Ship To locations and 'F { z •' L •- ' ttem Product DescrtptlortI to Code.. . IR ADVANCE 275 Peconic Lane € 1618V1901 Included Peconic 1 58 I IMPLEMENTATION IntSu Iles Pre-Install supplies installed 275 Peconic Lane PP in machine 1 Included PeconicNY 11958 { k I { t � I R f i 3 ( i ' F P I .�_..__..._.,._._.....<.....n.m.,n....«row.+n..e«me..:.:.:.e..�- £ f : 3]j3 Carry forward to Face side of Agreement Subtotal BY YOUR SIGNATURE BELOW,YOU AGREE/TOSE OR PURCHASE,AS SPECIFIED ON THE FACE PAGE OF THE ACQUISITION AGREEMENT,THE ITEMS LISTED ABOVE,IN ACCORDANCE WITH ALL OF THE TERMS AND CONDITIONS OF THE ACQUISITEEMENT ADDENDUM SHALL BECOME EFFECTIVE AND BINDING AS PROVIDED IN PARAGRAPH 8 OF THE ADDITIONAL TERMS AND CONDITIONS OF THE ACOUISITION AGREEMENjr�eX_,W-PT AS PRHEREIN,YfVCQUISITION AGREEMENT SHALL REMAIN UNCHANGED AND IN FULL FORCE AND EFF CT. Customer's Authorized Signa a �.���I Printed Name, ? C !�(ilfS� Title i SLS-004A May 2014 CSA %_Iva COST PER COPY anion CANON SOLUTIONS AMERICA NON-CANCELABLE RENTAL AGREEMENT CANON FINANCIAL SERVICES,INC.('CFS•) CFS-1079(03113) 14904 Collections Center Drive AGREEMENT Chicago,Illinois 60693 11M11R: S0311553,01 (600)220.0200 www.cfs.canon.com NAME(COMPANY AL NAME) _ �=— _ pgA ......._.... _._. Town Of SOuthold ("customer") 631.765.1891 BILIN A D -� CITY —� —NOUN STATE '2 - 53095 MAIN ROAD,PO BOX 71 SOUTIIOLD SIJFFO1.K NY 11971 EQ I MENT ADDR S5 ---- �i�V —_ —-- - COUNTY 275 PECONIC-LANE PECONIC SUFFOLK NY 11958 Customer Contact For Motor Readings �Q tom}llpisenbP,rg PHONE: 631.765,1891 _........._. __._. .....---- —._—._...._._......_._ If units at different locations, —....—......__. calions,attach Schedule. FAX; Covered Images Included Per Image Charge in Monthly Make/Model!Accessory Serial Number Start Meter in Base Charge Excess of Covered Images' Base ChargeMeter Method Black&While Color Black 8 WNteL jeblor}.__ Black&White) color)..............•.................�� IRADV4225_ 2000 0.014200 Included iWRemote _ - -- ... ............ Tenn; 48__ Months J TOTALS 2,000 0 0.01420 0.00000 $162.00 Guaranteed Copy Plan: X Individual ❑ Fleet Totals tint r¢ (red 'Plus Applicable Taxes ----....._ _.._....._. _.. � ...__y ao } ....._.._...._....._.............._._ �..._......_.. Ep!-___ Service/Supplies Included Motor Reading Frequency Payments held as"Security Deposit" "Service Provider" ?I Service including drums and loner ❑ Monthly $0,00 Canon Solutions America ❑ Service including drums (� Other ® Quarterly ("Duo at Signing') ............... .............................................-_._...........___........................---_.........--— i THIS AGREEMENT IS EFFECTIVE ONLY UPON SIGNING BY BOTH PARTIES.THE EFFECTIVE DATE OF AGREEMENT IS SEI'FORTH BELOW.THIS AGREEMENT IS NONCANCELABLE BY CUSTOMER. CUSTOMER REPRESENTS THAT ALL ACTION REQUIRED TO AUTHORIZE THE EXECUTION OF THI REEMENT ON BEHALF OF CUSTOMER BY THE FOLLOWING SIGNATORIES HAS BEEN TAKEN. ACCEPTED A RIZED USTOMER SIGNATURE C CANON FINANCIAL SERVICES,INC. y TWO �o�f/(ro By. "Ida ......!4.-_... .tr�.Y Sr!"`isrAoArk#rasw .,.... Title: Yat 3(ki::.,. i'wtars4c>',i`K)ra bite.; Effective Date: ._.._..._.—.._. art Emal Adisnn& Tsz F.:a>uraFia:atnrad;.uuiank.kic. ACCEPTANCEC.EFffiFiCATE cusitYs wccrrtaet (A Ike tqor r'.+d 10 fl pit$rf0ulehrehthas been recaiiJ,:IN unto (aX OKA cam(tq€sd,00 Die Eguprsflnl lo*heeil epiloi�1 t4C's-WH and ac sxg000 uir�atieq.ard6r�a rx trnc aM ul ORK100%,414141&.101YklOftwee<arrt it))the F Itioniud 4 k#kiar'1P1Y W+0101 11G11100 Hint ed Mifmas niuier Via Amit Ars0dn44,0-Mortnearemirp oihuxl-"1""wrki€fi!ie 1+«pa¢nvot, gnaNtrp: fr11#Aa0 H «te ride V myl; 1Tala- -- __.-_..._.. ........._........ .,..:,..,:..:. .......... ...._...._..._...._....._.__..� ..».-"....«.,m.«..a„ TERMS ARID CONE7ITIONS F.abR6 Elk'«.CFSru#tkT1Uk!akxrgv.a..•. ...„oaltibodurkdtirIFYllkoaIto mow UI aipm #tr+twWrfbw4 r41 raxt CaeCfrmw t4nfa' pa%wai to pia€ti N toaaww A11:i9YaliawiOn”;S4fkf WO F Whi Lww,tF�#w.lasrey ,-4h*w7orml oostalwdir`xraa.Lv� vnh ir!+xpk�ir>�•.:'ae3 T+�!x rmfsu,�#et<.xis�a�srsi `t.*114w!l'tW491ark10"Ma+d106101%$01rwd,!nIlia-RomllotAyre+Y ri("Aitwgiiei'. .r1,ApR EM6NTPAYNtiEt!'rcubloat"onytoOFrk*iIhxniatd,01111%ftWI1oldin tlgatetmi,(,, s4r.mog16yE1x1aiT•R.RWam,1fk'!'4+rInixtoCigt0adingfund!.wmsw114ruffs0141ar>ulp,p kE,yl irwNfklYrbtAltpAwd CfS F a'M!#a# 't;owe It P60 14 qAM with,porkid ra '' YtphYst owntowy or ft#Awuawslt da 6#vu rSdrta*(*tern l;baro tots J1W xe+4lh t's;puara tap 6f Ate ot/annsy"a aarga aa(14k1 Do AV l+tklaff Chlogo,I*M f4w"i out t!r'a aawd NGwndwcrtor03 chdawrltnniawfpenaA'fe:# 4�'¢vwy.�ak,�+)€at sa+o1)aw{f.{Aafk;tior4.ItretkrttWflSMAiSN'w,rpiraat S.irNx]a£,hir�k:larrerclrYrwlorrrciirwarrfwxrarrikaacr.Orsi'rcafJl:�i6xmn:andtrxdAoits..'C+kknawu'i kr ONAtch0f1>2%dw into IldJtactrartta11I40ohs;00fl61101% 4041A'14dbtct4lvwatrr+a,YvlUtNNMidi%0oleifptoPjantatwizacn!}wl,fill w7a�&>ikcu'xprtkat:�t,NlrMiltkdwOnW3�k.%lv1F b.Apih)CATION OfPAYM94n!Voglit1oI1m.mPx a Vod lit,bos 4011 clisiwrwt aidoaltAgwrtKailW1nea�:pivsrfuNrvu!Aautanalpu)~r!>kritr,�:ariar whwat+i)r.�r<t,e»rtsmm ctitdwtAwtlutz�rr=rtowyaauawlNawrraw i�rwwCdwwptnrrWMhalatgrgskrt}wtdFlwahtaflantamwdrJew+»I#rarlktetf 9;intkorr>oww,owoolotmoe, i#uwa lar AM ern+Fielip�anmeaunVon timet`-AMftbkck8aoaou�°Cw'rva2aid.t4 oiocwhr&0"Cukistier Nn.Yi ncfwta daltk#Pmauiwr td aro meter witlbgs hi,*Sf PWW Amro.CFO*0 k WAiw3tw +bmIttoo! !trY~ti"Faaf Awrksr 'wl,h ra,Fs dta.neEA 1"ENWFOt«ACRE1141'YtT'Tetletrudtat Apowwrt3d>µtr wjmtrwatthe gn #*t4opoottoAdawfoW10CUklpp,{n,toovikilCw wwaxamt okmraatusf:wt4w w(srwidfrt+rands•.iklhaTq*vosst,as#(>etltroifNerees.Aikit eta:a;.t pftaabryautsrxai.,C4asYuamrrziwalleawwtakrlTMn taiittwsa,0Frawa{!lu 1100 rtr6l aP:7hewnnalarbAgiaomwtksiWd ttk womflz> atm,baCr;;•;w n 41 k5ho pod ot OwatnotWOrdiaA( atn;at A3w>x tweelimft 0e1d4af am Reha4u)citimm hftI pq kwd to t4Tritxnanf w s>rk6Xfr tsar!f¢XafniF 1r2i!r4t of7n) t ErgjvYi3,fd hes WM tokntrnh 14 Ilk'Rwf a irw*'11"klwi Nwteltrtw4Ft6+a{I""it slyr#o"Mwili hit helms,tNaimi e,nr:t1--.-too t)a�arfa!eC�aKaa!er°aY+CF$I)"ftl7aRid IA"woodwolawlix k0wrM.rr1tk1e01akMmtt%dotkV4114Apmw,"Is"tlioereFuiIto a•AwAdol*go I "akE€s6ttlR$7c/ORiALXCJxi+l7EhiALItr7WV,:F1/)C_Ot!FUTGtdS C4tvkt ed.>, I PERSONAL GUARANTY� m...,_ Sha < tra`+¢ra or rnCww aiwa�ea+rwd.` ummm•).mtrym+lwmknrs:�COtaONFiAL r.�rfw9t.',16stt+Y'q^cF5"l+trlwkr�,Nn:tr;A�f,+,#arra pw+�+.at,�rvdt b+ty ,frr,{�-af+aq�nr3wty sk�tA1,M!at^;r1�€ salla ! tuskfnri'x1a F(t)eNr¢Xt "}wfeomwJ1 a%)cswarw5i0mjr,rmk:T Yursrrl+l:91 owikrn l;Y r0 w!Y3dlf u !rs rwW�the d?NmNH mmil twitdak aakrxmtli LAatki urrrw afw Aryw�wN(N#rrR,a' lu tkfas wre:tXFws4ruw °iv.+�r,rilttuAatttRcraitwnrtie -w roeutatvwn wc:rrJ`gawwtsaaamrnsYrrin+Rly�ermMtew:r"iohwb siskgro4arktrWnaoawwNjCmkwera{+dCFLlmra:#�#R.rtw'4.t.N,Xttmc�SC s+ri4ifd&tCaero°Ca{kwnditw4rry. M1114 Pit Llyafikao,v»mn slaw.Clu'rarrkkt' damad•pay nnl a wK"itiattwws.+y Eronrwlyaed ai Cvekwrw.,wuwnrwkr,.a.,*TAra{r.<r,mtrr iatkarti C+:awa. g.?at�e+klri,x4Mrr..h'if, % 4!urKiitEf rrarex4stisersly mtti Mf ` nni t!e etktr.Atd al a+ry www'",rrvl�nr:�ri;xwro�wtwo ,•a#4M 01*10 A*p`,Anxi1a a,any dki6hwo a f<xttu.ia C�krer✓,t'r1 i$;i!f.9lxxru,wttanwr ct mi ty'ow�Mri+'i 01 tows If mir pro wnl+{gY:rrl ry f.FS+n for LiatA&S 4 Xtw,watwrsn retarttW!u-KI.Isrd M he tawtr+d I(w t{ti,moa'>id;r,i�fu. `nrt+aM fritHlU!i nr hzr6et rot i` .•: af:Ya ul Ctukaedf to tri anJls €�1kwa,liar iu. ek io 81wk s�°rµa€sat,+w*'aa rw,lrkeV irir#1 hu hw y+nlaxiwa°A Its t-xiarrwnr bt ck+rnw rr ctmmaual,wara,�rtre,,nriirh$hktwiY;sfy)atir.N a4A�r4-.�:irnt wrF lrr3?l�ri„r€Y8v8[;,grdfq/sar3t hR pr4406M40101 ary 04it-, mr wnls anAtam("o, rtfrtfNrw rtvtPk,t3alNiFe�+nrxaN,l;ra'Aa'€Nr.. Yrri1 iF.r w^ rzl#2 wa r:xe:ti t.i4trdltia 73 aji#�no ii f!r;a ap{74„flkq kXd ngaY'n 1rrro!mt!itt. , rk.#tlkurrnis,,nr,'ri.w.wt+rxfrr led"AN'wu+liC�rd43i drF CiFW.aae ndih a94MYrttt.°#i'.14t?ntf a&,it ca nEb p td `,q tAmGmso(de msw,g vA aft Arp+vrttwn+a e.pvt wpoi mi% t h)��;IMp C,r,+eanYra arrrw.a`n.rnaaris.P,ntrkrrfJl,inwunkww4t a€il rtWtvs nrjamy ktd ofd neolk.Air€:iutf eel err;ry dwitn:+ra wa rr yar as,4F>e.lffw,itr+.srkrl+a!rtpm,W,+r4m.and 0"'A otmat+uu Artlorsk^+iok tmv akoiy W4 rn'rra a•ors:xry/jW*p rd ow-feiwtkfa+t itrW*Vjaaia tic CNW"runit dra arcrNi!tnru fhs ur•riaaeit, 4sul, as anal!l':•q 4rt,caer.t✓aR.,EarApd npxG.iw Y lR'9 .,a'w Sr rl anww;f,ra rdrr,r{ror tat',n at,lrct>j aL%!gnus o etas 41 luta of rarmto"1,)05,f+aith"g*W. r!rr t.r All V,14 alae!'Ovenvol lr('4A lerww;'tk anlwwrirkkre d fere ul paanwnt 6i ettas�af.utMllr °rx'v,VA,19p+aa!tiw°aaaa ulxmr nrw z:;uea+w.fr.wtiv,giralntws.nomyV.%Wtro4 s4umrr;srr,`l(r,J.:wepw we.aFm rwt4!f k 'Ove.Btd trafxt,t"U.mid 0awlwat tarot Wfd rxxrR to,riv)a tpreWnd,irKF m ,,::1?'arlh"U{rt. _ (11Y,�:nsArke:nwrl MfhlW rn:rrh'tttnntxra�cXrrr>gye,aWak itifxlh yliH;?Str4 Can&tn!tii 4etamion snro pof of oliow<?-t I Arhq a0.vnatr`hate,W Agdiwrpiwqu)partes k'<ca JlnstKaarrkrp is cxnYtltw:iaktiic:. <af lsrtrw.Y.;rrri ti xs'rkar<irrj ha;Gtftaxr'ayf:H..�P7ffJyr.WN1'Y 5#Sk[i�Cl��.nit l'tf(�CJ£i;4 tiY PFaaeFUAc�: CitCiFNttRWlNIOINTHE ITAFI:tTFi WflMltT#IERKsbl, aVAATikS(h#C)GFit i k:StlYYTflAi;ltEldJ ttHCLntI C4TiiF>1AiTOF! JTi ivYRF<h(rytf2EiGRI±r?C 1O f.ltdrliKtQl'lnyt Rt/f%LE"dNYIkCTtONOETYPL!MF111AR04T(XIS 11AL43 Of?+�UCN1aRMCY t�tFOHkEtiI:RAACU7i719.Gt?4TEi F " t)tiTYt7F;+nPOf:€aCd?ifil ortaY(�r:F WIFI?'.,"FY.('TIATfFS'rX;tk: kC411)7rlafThiEai,!TE'lyy i`XEnnl:cl,twf3d3dT0aOR`ik LOU!"'. iiWITIO.CILak'afitCAt.IHRE.-MAili'v/Jr14t.nw,E #Oril-101if uils'iaHi';IWtat, 1#ttila4�Atk:0dr.;".'taiXtbtTryk`tt+,it'4MO�.iat+t'oy'FEF.a�`COF tC,ql)A"SiLiT3/uiYCk«"'.B3':«9Hatt%Fi.'i)ranaAFXJDrI FfTI'£IT,Mad7t'ig.H'r!YSq Ca'YRNtEt+I:MESA.ti�F'ttT%"f7al:r'A/c"r4tt:tiTTvt,att;x"rTRUilu46r3ki' t. XiF,7fut5s. , mfrrzx„,x11.k'a5+..�fFM t:a:Yana• lsN.a.�_ kpztfif apr:gfir+r 4�V1:✓.,�aF a4 Y>r;rptR1F)at1P.t':;.trnrk,rfANr:kYsaa eat tavnrnaM[fin{rrx:;lf"axarfdrrrnb,xNtattr,>t'Ar4 Wti,rrtrY Jan n»•w •":ant pirgn^.azs, ` Por"ea acanrn E ...... .............. ............... ........................................ :,yyoknv; .... rkia I.:utlrt -_._., 5.SECURITY DEPOSIT:CFS may appy,but shot aol be obligated to apply,any'sacunly Deposit'specified above to clear may he lound)and(i)retest such EquiprreM and all Payments and other sums paid under this Agreement,or(it)re-rent the any default of Cusiomar,In which event Customer shalt promptly lesions to CFS any amoum so applied.m no event shall any Equq:rvunl and recover from Customer Oto amount by which the Remaining Rental Balance exceeds the value attributed to The Security Deposit earn interesl except where required by applicable law.No portion of any Security Deposit will be relun)od to Equipment try CFS for purposes of caloulasg the payments under he new agreement,or(ice)sell the Equipment and recover Customer Unit ah of Customers oblgalons have been fully performed as expressly provided in this Agreement. from Customer the amount by which the Remaining Rental Balance exceeds Ore net amount received by CFS from such sale; 6.NO CFS WARRANTIES:CFS IS NOT A MANUFACTURER,DEALER.OR SUPPLIER OF THE EQUIPMENT,TIE or(d)to pursue any Offer remedy pemdbed al lawor In equity.CFS(t)may dispose of the Equipment-nils Than present EQUIPMENT IS RENTED-AS IS'AND IS OF A SIZE,DESIGN,AND CAPACITY SELECTED BY CUSTOMER.CFS HAS condition or following such preparation and processing as CFS deem%commercially reasonable;(ii)shall have no duly to MADE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUITABILITY OR DURABILITY OF THE prepare or process The Equipmmem prior to sale;(iI)may disclaim warranties of title,possession,quiet enjoyment and the like; EQUIPMENT,THE ABSENCE OF ANY CLAIM OF INFRINGEMENT OR THE LIKE,OR ANY OTHER REPRESENTATION and(iv)may comoly with any appicable state Or federal law requirements in connection with a disposition of the Equipment, OR WARRANTY,EXPRESS OR IMPLIED,WITH RESPFCT TO THE EQUIPMEN r,INCLUDING,WITHOUT LIMITATION, and none of the foregoing actions shat be deemed to adversely affect the commercial reasonableness of the disposition of the THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.Any wantonly with Equpmwu.If the Equipment is not available for sale,Customer shay be tabs for the Remaining Remail Balance and any other respect to the Equipment made by the supplier or manufacturer is separate from,and is not a pad of,this Agreement and shall amounts due under Ibis Agreement. be for the benefit of CFS,Customer,and CFS'successcr or assignee,it any.So long as Customer is not in breach or default 17.LATE CHARGES;EXPENSES OF ENFORCEMENT:If Customer fats to pay any sum to be paid by Customer to CFS of this Alinement.CFS assigns to Customer,solely for the purpose of making and proseoeting any such claim,the rights.if under this Agreement an or before the duo dale,Customer shall pay CFS,upon demand,an amount squal to to percent of any,which CFS may have against the supplier,dealer,or manufacturer for breach of warranty or other representation each Stich delayed Payment or ton dollars,whichever is greater ler each bt0ing period or portion of a billing period such respecting any Item of Equipment.NEITHER THE SUPPLIER NOR ANY DEALER IS AUTHORIZED TO WAIVE OR ALTER Payment is delayed,in each case to Ilia sxlsnl permitted by applicable law.The amounts specified above shah be paid as ANY TERM OF THIS AGREEMENT,OR MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THIS liquidated damages and as compensation for CFS internal operating expenses incurred In connection with such late payment. AGREEMENT OR THE EQUIPMENT,ON BEHALF OF CFS. in addition,Customer shall reimburse CFS for all d its out-of-pocksl toss and expenses Incurred in exercising any of is rights 7.ACCEPTANCE;DELIVERY:Customer's execution of the Acceptance Certificate.or Cusinners provision to CFS Of other at females under this Agreement or in enforcing any of the Terms or provsbns of this Agreement,including,without linfilad be. conffrmatkm of its acceptance of the Equipment,shall conclusively establish that The Equipment has been delivered to and reasonable attorneys'fees and expenses and fees and expenses of collection agencies,whether or not suit is brought A CFS accepted by Customer for al purposes Of the Agreement,and Customer may of for any reason revoke that acceptance; should bring court action,Customer and CFS agree that attorney's fees squat to Twenty-five percent(25%)of Ore total reactor however,A Customer has all,within ton days after delivery of the Equipment,delivered to CFS written notice of non- sought by CFS shall be deemed reasonable for purposes of Of Agreement. acceptance of any of Ona Equipment,specifying the reasons Ilarebr and specifically referencing this Agreement.Customer IS.ASSIGNMENT:CUSTOMER SHALL NOT ASSIGN OR PLEDGE THIS AGREEMENT IN WHOLE OR IN PART,NOR shall be deemed to have Irrevocably accepted the Equipment.CFS is the owner of the Equipment and is lonibg the SHALL CUSTOMER SUBLET OR LEND ANY ITEM OF EQUIPMENT,WITHOUT PRIOR WRITTEN CONSENT OF CFS.CFS Equipment to Customer under this AgreomaO.As between CFS and Customer only,this Agreement shall supersede any may pledge or transfer Ods Agreement.It CFS transfers this Agrarianism,the Transferee VA have the some rights and benefits Customer purchase order in is entirely.Customer waives any right of specific performance under this Agreement and shall That CFS has now and wJl not have to perform any of CFS'obligations,which CFS or its designees shall continue to perform. hold CFS harmless from damages I for any reason the Equipment is not delivered as ordered,A life Equipment is 'rhe rights of the transferee will net be subject to any claims,defenses,or sepofts that Customer may have against CFS.it unsatisfactory,or A CFS does not execute this Agreement.Any deny in delivery of the Equipment shalt of affect the validity of Customer is given o6ce of any such transfer,Customer Shall,4 so directed therein,pay directly to the transferee all or any This Agreement, pert of Ilia amounts payable heronder. 6.LOCATION;LIENS;NAMES;OFFICES:Customer shallot move the Equipment from OM location Specified above except 19.RENEWAL;RETURN:This Agreement shall automatically erase on a jacinth to month basis at Our Sartre Payment will the prior written consent of CFS.Customer shall keep the Equipment free and clearof at claims and fiens other than amount and frequency unless Customer,at least sixty days before Ne and of ilia scheduled term or any rerrowal term,sends those in favor of CFS.Cuslaner's legal name(as set forth in his constituent documents filed with The appropriate governmental to CFS written notice that Customer does not want to renew Out Agreement and at the end of such Mem returns the Eguipm ng office or agency)is set forth above.Upon request,Customer will deliver to CFS a good standing certificate,and state certfffad as provided billow.CFS mhay canml the auomalic renewal by,ar least sixty days before Need of any term,Sending constituent documents,The jurisdiction of organization and chief executive office address of Customer are as set forth harsh. Customer written notice Owl CFS does not want this Agreement to renew.Unless Nis Agreement outomnaW*renews or Couturier will not change its name,the location of its executive Office,or its corporate structure(including,without Imitation,is Customer purchases the Equipment as provided in Ods Agreement,Customer shah,at the lamination of This Agpe unenL jurisdiction of organization)unfoss CFS has been given at leas!30 days'prior written okra thereof, return the Equipment.at its sole cost and expense,In good operating condition,ordinary wear and tear resulting from proper 9.USE;FINANCING STATEMENTS:Customer shall comply with all laws and reguWtuns totaling to Ilia uss and use exrepled,to a location specified by CFS 11 for any reason Customer shall WI to return the Equipment to CFS as raquked maintenance of the Equipment.Customer shalt out the Equipment only to the use contemplated by the manufacturer. by the last day of the applicable term,Customershat'pay to CFS upon demand one bhing period's Payment for each billing Customer auOmodzes CFS(anservice d any third party filing designated by CFS)b execute and file(a)6rtarrarg statements period or portiot thereof that such delivery s delayed. ovidercing the interest of CFS in The Equipment(Including forms containing a broader description of The Equipment than the 20.PURCHASE OPTION;Customer may,at any Int,upon sixty days uravaable wrAlen notice purchase SIT(but o!less description set poral herein),(b)continuationstatementsn respect Nereol,and(c)amendnmenis thereto,and Customer Nan ah)file Equipment at a price equal to the sum of ah remaining Payments.Rhdf the Fair Markel Value,II any applicable Irrevocably waives any right to notice thereof. Taxes-expenses,charges and fees.For purposes of Nis Agreement,'Fair Market Value`shah be CFS'retal price ler like 10.INDEMNITY:Customer shall reimburse CFS brand defend CFS against any claim for losses or im)ury caused by the equipnoonl at the time of determination,but nol Mss than twenty percent of The sial original cost of the Equipment.Equipment Equipment.This Section shall survive Iorml;allon of this Agreement. purchases shall rot by available to Customer if a default hereunder has occurred and Is rnnhnuing.Upon proper Police and 11.MAINTENANCE:Service will be performed by Service Provider in accordance with Service Providers terms and payment by Customer of the amounts specified above,CFS shall transfer the Equipment to Customer*AS-IS WHERE-IS' conditions,of which Cantilever ac miWedges receipt Unless otherwise Indicated an page 1 or Schedule A,Customer without any representation or warrant'whatsoever,except for the,and This Agreement shall Terminate. authorizes Service Provider to use the NmageWARE Rermk feature of the Equipment to receive software updates and 21.DATA:Customer acknowledges that the hard drive(s)On the Egdpmanl,krJuding attached devices,may retain images, transmit use and service data accumulated by the Equipment over Customer's network by means of an HTTPS protocol and to cement or other data that Customer may store for purposes of ommal operation of the Equipment('Data').Customer store,analyze and use such date ler purposes related To servicing Ilia Equipment and product improvement Customer acknowledges that CFS is not storing Data on behalf of Customer and that exposure or access to the Data by CFS or Service acknowledges that the charges set font on page 1 and Schedule A are contingent on the continued use of imageWARE Provider:A any,is purely incidental to the services performed by CFS and Service Provider.Neither CFS nor Service Provider Rends during the term.If Customer at all lite disconnects,disables or denies access fo Ices feature,Sentra Provider may nor arty of Iheh a(litiates has an Obligation to erase or overwrite Data upon Customers return of the Equipment to CFS, increase the charges for such items by five percent for any subsequent billing period in which such feature remains non- Customer is Solely responsible for:(i)is cornprance with applicable law and Nal requirements pertaining to data privacy, operational 11 Servics Provider dews mol receive timely motor readings barn Customer,Cusbmer shelf pay Invoices that large storage,security,retention and protection;and(it)all decisions related to erasing at overselling Date.Without Indfing the Service Provider's eslimabs of meter readings.Service Provide or CFS may verify the accuracy of any meter readings from foregoing,Customer should,prior to return or other disposition of the Equipment.ullze the Hard Disk Drive(HDD)(a( time b Time and invoice Customer lot any shortfall in the next invoice.Customer shall use reasonable care In handing and comparable)tarnishing function(which may be reigned to us-Initialized All DalwSet ings'tunclion)it found on the Equipment operation of the Equipment.CFS shelf have The right to substitute equivalent Equipment at any lime during the term of this b perform a one pass overwrtle of Data or,if Customer has higher security requkemens,Customer may purchase from is Agreement in connection with any replacement of the Equipment by Service Provider. Service Provider at current rates arc appiopriale option for the Equipment,which may Include(a)an HDD Data EnerypOon Kit 12.TAXES;OTHER FEES AND CHARGES:CUSTOMER SHALL PAY AND DISCHARGE WHEN DUE ALL LICENSE AND option which disguises Information before.it is written to the had drive using encryption algorithms,(b)an HDD Data Erase Kit REGISTRATION FEES,ASSESSMENTS,SALES,USE,PROPERTY AND OTHER TAXES,AND OTHER EXPENSES AND that can perform up to a 3-pass overwrite of Onto or(c)a repinenriant hard drive(n which case the Customer should properly CHARGES,together with any applicable penalties,interest,and third party administrative leas now or at any 6me imposed destroy the replaced hard drive).Customer will indemnify CFS,Service Provider,their subsidiaries,directors,officers, upon any item of the Equipment,the Payments,or Customer's performance or non-performance of is obligations hereunder, employees and agents from and against any and ail costs,expenses,liabilities,claims,damages,losses,judgments or fees whether payable by or assessed to CFS or Customer.if Customer fails to pay any such fees,assessments,(axes,expenses or (ineturing relsonab;o adorneys'foes)arising or related b the storage,transmission or destruction of the Data.This section charges,CFS shat have the right but not the obligation to pay those fees,assessments,taxes,expenses and charges,and survives lerminalion o expiation Of this Agreement. Customer shah promptly reinmGxse CFS,upon demand,for ah ooh payments made phis admin'sItalion fees and toss,if any. 22.WARRANTY OF BUSINESS PURPOSE;PERSONAL PROPERTY:(s)Cusbmer represents and warrants that the Where requited by law,CFS will Iiia any notices and pay personal property loxes levied on the Equipment.Customer shag Equipment will riot be used for personal,faddy,or household purposes.(b)TTM Equipment shah remain personal property reimburse CFS for the expense of personal property taxes as invoiced by CFS and pay CFS a processing fee of to exceed regardless of whether it becomes affixed to real property or permanently rests upon arty real property or any Improvement to 650 per year per idem of Equipment that Te subject to such lax.CFS has not,and will not,render tax advice to Customer,and real property. payment of such taxes is an administrative ac.ON THE DATE OF THE FIRST SCHEDULED PAYMENT AND THE DATE OF 23,MAXIMUM INTEREST;RECHARACTERIZED AGREEMENT:No Payment is intended to exceed the maximum amount THE FIRST SCHEDULED PAYMENT AFTER THE ADDITION OF ANY EQUIPMENT,CUSTOMER SHALL PAY TO CFS AN of time price differential or interest,as applicable,permdtted to be charged or collected by applicable laws,and any such ADMINISTRATIVE FEE IN THE AMOUNT OF$65 TO REIMBURSE CFS FOR ITS ADMINISTRATIVE AND RECORDING excess Payment will be.applied b payments due coder this Agreement,in invepse oder of reabrily,and thereafter shag be COSTS refunded.If this Agreement is mocharacterued as a conditional sale or ban,Customer hereby grans to CFS,is suocessors 13.INSURANCE:Customs,at its sag cost amt expense,shall obtain,maintain and pray for(1)Insurance against Ile bss, and assigns,a security interest in the Equpment to secure payment and performance of CusbmerY Obligations under this theft,or damage to the Equipment for the full replacement value thereof and(2)comprehensive public liability and property Agreement. damage insurance.Ad such Insurance shall provide for a deductible not exceeding$5;000 and be In tonal and amount and with 24.UCC-ARTICLE 2A;WAIVER OF OFFSET:(a)THIS AGREEMENT IS INTENDED AS A'FINANCE LEASE'AS THAT companies satisfactory to CFS.Each insurer providing such insurance shall name CFS as additional insured and loss payee TERM IS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE(-UCC 2A'},AND CFS IS ENTITLED TO ALL and provide CFS thirty days'wiltert notice before the policy n question,shall be materially staged w canceled.Customer,shall THF.BENEFITS,PRIVILEGES AND PROTEC"TIONS OF A LESSOR UNDER A FINANCE LEASE.CUSTOMER WAIVES ITS pay the premiums for such insurance,shall be responsible' for all deductible podnns thereof,and shag deliver cerlificatas or RIGHTS AS A LESSEE UNDER UCC 2A SECTIONS 508-522.(b)If the Equipment is not property installed,does not operate other evidence of insurance to CFS The proceeds of such insurance,at the option of CFS,shah be applied to(a)replace at as represented or warranted,or is urealisfacory ler any reason.Customer shah make such cWpm sdely against the supplier, repair the Equipment,nr(h)pay CFS Ing'Remaning Retial BSIance.'For purposes of this Agreement,Ne'Remaning Rental dealer,or manufacturer.Customer waives any and all existing and ful re claims and offsets against any Payments or OOrer Balance'Shull be the sum of:(t)all amours then owed by Customer to CFS under this Agreement;(tit)the present value of ail charges due under Ibis Agreement,and unconditionally agrees to pay such Payments and other charges,regardless of any remaining Payments for the full term of this Agreement;(w)the Fair Markel Value,as defined herein;plus(N)any applicable offset or chum whkh filly be asserted by Cusbmer or on As behalf. faxes,expenses,charges,and fees.For purposes of determining present value under this Agreement,Payments shad be 25.MISCELLANEOUS;(a)All plicas required or permitted under this Agroernent slwll be sufficient O delivered personally, discounted at six percent per year,Customer hereby appoints CFS as Ctstomaf's altiamey-n-facl so"to make claim for, sent via lacsnflo or other olocirrimc Iransnissixh,of nailed to such party at the address set forth in this Agreement,or at such receive payment of,aril execute and endorse all doeinnens,checks,of dralls kx any kx:.s at dranage ender,ally such other address as such party may de ugnale n wareg from time to time.NOlres shall be effective J days after deposit In Ns Ilstrance policy,If within Ion days after CFS'roquesl,Customer fads to deliver satisfactory evidence of such insurance to U.S.mail,duly addressed,of upon delivery via personal or express rklvary,facsimile or other electronic transmission.(b) CFS,than CFS shag have Ne fight,IRA nor The duly,10 Obtain such insurance at Customers expense.CFS shall be entitled to CFS may arrspt a fxsfmte archer electronic transmission of Ibis Agreement or any Acceptance Certificate as an ofgnal, retain any fees earned by it in connection with any such nsgance obtained by it pursuant to This Section 13. and facsimile of ebcfraaeaOy transmffted copies of Cuslomnx's signalise will be treated as an original lot all purposes.(c)No 14.LOSS;DAMAGE:Customer assumes and shall bear the entire risk of loss,theft Of,or damage b rho EquipnMni 110111 any warvef of any Of Customer's Obligations,conditions or covenants shall be effective unless contained in a wailing signed by cause whatsoever,effective upon delivery to Customer.No such less,tett.of damage shat:relieve Customer of any CFS.Failure to exercise any remedy which CFS may have shall not cot spule a waiverof any obfigalon with respect to which obligation under this Agreement.In Ne event of damage to any dem of Equipment Customer shah immedWney,repair such Customer is in default,(d)If here should W more than one parry exacuOng this Agreement as Customer,all obligations to be damage at Customer's expense.If any ifirm of Equipment is lost.stolen,or damaged beyond repair.Customer,at[lie option of pedOnned by Customer shah be Oe pirn and several Iiabrily of all such parties.(o)Customers representations,warranties, CFS,will(a)replace Ole sane well tika equipamol in a condtlzm axeplable to CFS and convey clear Idle to such aqu pmanr to and covenants oder this Agreement shelf stirvive the delivery and return of the Equipment.(t)Any provision of this Agreement CFS(and such equipment will beton`Equipment'and be Subject to the terms of!his Agree ant),or(b)pay CFS the which may ba cvelanrnmd by cempelenl edhotity t.0 be prahitdfed o:unenkrceabie in any jursdbtan shaiL as b such Remaining Rental Balance,Upon CFS'receipt of the Remaining Rental Balance,Customer shall be enllled to whatever ioisdction,be neOective b the extant or such prehlbhron or unenlorreala y without invalidating the reinanirg provisions of interest CFS may have in the Equipment,n is then condition arid'ocalion,without warranties of any kind, tins Agreement.No such promotion of unsnforcoall-'y in any juni c icfion shall invalidate or re.Aaf unenforceable such 15,DEFAULT:Any of the fol'owng events or cred tiros shall constilum an-Event Of Default'under this Agreement:(a) provision n any other plt(tic6on.(g)CFS may used missing inbrlllalgxl of curie'.'l offer Information on gds Agreement Customer defaults in the payment when due of any indebtedness of Customer to CFS,whether or not arising under Osie roilardng Agreorlent Number,Phone,Equipment AcPJmss,Social Number,and ACH inirmalion;ofhenvise,this Agreement Aoreereni,without notice Or demand by CFS;(b)Clislomer of any Guarantor ceases doing business as a gong concern;(c) contains The entire arrangeoru between Cusiomer arid CFS and no modilwalons of line Agreement short be effective unless Customer or any Guarantor becomes Insolvent or makes an assignnont for the benefit of creditors;(d)a partial or proceeding :n writing and signed lily the parties. s filed by or zyasmsl Customer a any Guafarior under any bankruptcy m insolvency law;(a)a receiver,trustee,conservator, 26.GOVERNING LAW;VENUE:WAIVER OF JURY TRIAL:THIS AGREEMENT HAS BEEN EXECUTED BY CFS IN,AND of liquidator is appointed for Cusbmer,any Guarantor,Of any of their property:(f)any statement,representation at warranty SHALL FOR ALL.PURPOSES JE DEEMED A CONTRACT ENTERED INTO IN THE STATE OF NEW JERSEY.THE made by Customer or any Guarantor b CFS is ^.oneot ie any material respect(g)Customer or any Guarantor defaults under RiGRTS OF THE PARTIES UNOE.R THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW any loan or credit agreement;or(h)Customer On any Guarantor who is a nabral person des. JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES.ANY ACTION BETWEEN CUSTOMER AND CFS 16,REMEDIES:Upon The happening of any one or more Events of Defi ulL CFS shall have be right 10 exercise any one Or all SHALL BE BROUGHT IN ANY STATE OR FEOCRAL COURT LOCATED IN THE COUNTY OF CAMDEN OR BURLINGTON, of the tolowng remedies(vrbich shall be cumulative),svnullanaousiy of serially and in any order:(a)to derriere all unpaid NEW JERSEY,OR AT CPS'SOLE OPT ION.IN THE f;VA I E:WHERE.CUSTOMER OR THE EQUIPMENT IS LOCATED. Payments and other amounts due tied payable under This Agreenwnt,with CFS re!aining Iflle to the Equipment(b)to CUSTOMER.IRREVOCABLY WAIVES OBJECTIONS TO THE JURISDICTION OF SUCH COURTS AND OBJECTIONS TO lenadnale any and a'agreements wilb Customer,(c)with or w4boul notes,demand or sgat process,to retake possession of VENUE AND CONVENIENCE OF FORUM.EACH OF CUSTOMER AND CFS HEREBY WAIVES ANY RIGHT TOA JURY any or all of Ilia Equpmwnt(and Cuslon:er auuhorizes and empowers CFS to enter upon Na pramises:vherevor the Equipment TRIAL.IN ANY SITCH PROCF.EDINGS. CFS-1070(03/13) UaRON Service Provider Terms and Conditions CANON SOLU710NS AMERICA Canon Financial Services ("CFS") Cost Per Copy Agreement Canon Solutions America,Inc.("CSA") One Canon Park,Melville,NY 11747 (800)613-2228 1. TERM. Canon Solutions America, Inc. ("CSA") shall provide of the Listed Software to rectify such problems and maintaining a log of maintenance on the Equipment included in the CFS Cost Per Copy such problems to assist in tracking the same. Embedded Software as Agreement ("CFS Agreement") for the term of the CFS Agreement, used herein does not include separately-priced application software including any applicable renewal term, beginning on the date of supplied by CSA to you under any separate acquisition agreement,and installation.Capitalized terms not defined herein shall have the meaning support therefor shall be solely governed by the provisions thereof. You set forth in the CFS Agreement, acknowledge that CSA is not the developer of any of the Embedded 2. CHARGES. Base Charges and Per linage Charges, including Software or other software and other than the foregoing,support for the Images in Excess of Covered Images,shall be invoiced in accordance with software is not provided under this Agreement. the CFS Agreement. 4. NON-COVERED SERVICE. The following services, and any other (a)Toner inclusive Service includes replenishment of Supplies specified in work beyond the scope of this Agreement,shall be invoiced in accordance the CFS Agreement and are for exclusive use with the Equipment. If with CSA's then current labor,parts and supply charges:(a)replacement of Customer's usage of toner exceeds manufacturer specifications for any consumable supply item,Including,without limitation,paper,toner,ink, conventional coverage by more than 10%,CSA may advise CFS to invoice waste containers, fuser oil or staples(except for toner inclusive service to Customer directly for such excess toner. Customer may purchase the extent provided in Subparagraph 2(a)above), other media,print heads additional toner from CSA if required during the term.Customer shall bear and puncher dies;(b)repairs necessitated by factors other than nomlal use all risk of loss, theft or damage to unused Supplies,which shall remain including,without limitation,any willful act,negligence,abuse or misuse of CSA's property and shalt be returned promptly upon termination of this the Equipment;the use of parts,supplies or software which are not supplied Agreement. by CSA and which rause abnormally frequent service calls or service problems; service perfonned by personnel other than CSA personnel; (b)if Customer has specified the Fleet Guaranteed Copy plan in the CFS accident;use of the Equipment with non-compatible hardware or software Agreement,the©ase Charge and the Covered images shall apply to the components; electrical power malfunction or heating, cooling or humidity fleet of Equipment. ambient conditions; (c) de-installation, re-installation or relocation of (c)Unless otherwise indicated on the CFS Agreement,Customer authorizes Equipment;(d)repairs to or realignment of Equipment,and related training, CSA to use networked features of the Equipment including imageWARE necessitated by changes you made to your system configuration or network Remote to receive software updates,activate features/new licenses and/or environment; (e)work which you request to be performed outside of CSA's transmit use and service data accumulated by the Equipment over regular business hours;or(f)any network/system connection device,except Customer's network by means of an HTTPS protocol and to store,analyze when listed in the CFS Agreement. and use such data for purposes related to servicing the Equipment and 5. DATA. Customer acknowledges that the hard drive(s) on the product improvement. Equipment, including attached devices, may retain images, content or (d) Customer agrees to provide meter readings to CSA, if applicable, in other data that you may store for purposes of normal operation of the accordance with the Meter Method and/or Meter Reading Frequency Equipment ("Data"). You acknowledge that CSA is not storing Data on specified in the CFS Agreement and CSA's normal procedures. If you behalf on you and that exposure or access to the Data by CSA,if any,is selected CSA's eManage website, you shall complete CSA's registration purely incidental to the services performed by CSA.Neither CSA nor any process governing access to and use of such website. CSA may change of their affiliates has an obligation to erase or overwrite Data upon Customer's Meter Method and/or Meter Reading Frequency from time to Customer's return of the Equipment to CSA or any leasing company. time upon 60 days notice.if CSA does not receive timely meter readings Customer Is solely responsible for: (1) Customer compliance with from Customer, Customer agrees to pay invoices that reflect CSA's applicable law and legal requirements pertaining to data privacy,storage, estimates of meter readings.CSA reserves the right to verify the accuracy security, retention and protection;and(ii)all decisions related to erasing of any meter readings from time to time, and to advise CFS to make or overwriting Data. Without limiting the foregoing,Customer should,(a) appropriate adjustments to Customer's account on Customer's next enable the Hard Disk Drive (HDD) data erase functionality that is a invoice. standard feature on certain Equipment and/or (b) prior to return or 3. COVERED SERVICE. CSA shall provide all routine preventive other disposition of the Equipment, utilize the HDD (or comparable) formamaintenance and emergency service necessary to keep the Equipment in Data/ etti function (which may be referred to as "Initialized All Data/settings"function)if found on the Equipment to perform a one pass good working order in accordance with this Agreement and CSA's normal overwrite of Data or, if Customer has higher security requirements, practice. Such service shall be performed during CSA's local regular Customer may purchase from CSA at current rates an available option for business hours (8:30 A.M. to 5:00 P.M. Monday through Friday, except the Equipment,which may include(x)an HDD Data Encryption Kit option holidays). which disguises information before it is written to the hard drive using (a) Customer shall afford CSA reasonable access to the Equipment to encryption algorithms,(y)a HDD Data Erase Kit that can perform up to a perform on-site service. Customer acknowledges that CSA may not be 3-pass overwrite of Data (for Equipment not containing data erase able to provide maintenance for Equipment outside of CSA's servicing functionality as a standard feature), or (z) a replacement hard drive (in territory. Parts or Equipment replaced or removed by CSA in connection which case Customer should properly destroy the replaced hard drive). With maintenance services hereunder shall become the property of CSA The terms of this section shall solely govern as to Data, notwithstanding and Customer disclaims any interest therein. that any provisions of this Agreement or any separate confidentiality or (b) CSA shall make available to Customer, from time to time upgrades data security or other agreement now or hereafter entered into between and bug fixes for the software licensed as part of the Equipment You and CSA could be construed to apply to Data. ("Embedded Software"), but: (i)only if such upgrades and bug fixes are 6. CUSTOMER SATISFACTION POLICY. if you are not satisfied with provided to CSA by suppliers of such Embedded Software,(ii)availability the performance of your Canon or OCe brand product,upon your written of upgrades and bug fixes may be at additional charge, and (iii) request,CSA in its sole discretion will repair or replace the product with a installation of such upgrades and bug fixes by CSA if requested by you like unit with equivalent capabilities. Prior to replacement, CSA shall shall be at additional charge. You are not required to use CSA for have had the opportunity to return the product to good working order in installation of any upgrades and bug fixes, but if installation is done by accordance with the terms of this agreement. This policy shall apply for anyone other than CSA, CSA shall have no responsibility for any 3 years from the date of installation or for the initial term of any CFS Lease, performance or other issues that may result from such installation. CSA if longer,provided Customer is riot in default of this Agreement and such shall also use reasonable efforts to provide Level 1 support for the maintenance services have not been canceled or terminated. Embedded Software. Level 1 support consists of providing help-line CUSTOMER AGREES THAT NOTHING IN THIS SECTION WILL telephone assistance in operating the Embedded Software and identifying ENTITLE CUSTOMER TO TERMINATE THE CFS AGREEMENT, service problems,facilitating contact between Customer and the supplier SER-CPC 023 May 2014 CSA CUSI r I is Dalj _ . . . ` Canon CANON FINANCIAL SERVICES, INC. Municipal Fiscal Funding Addendum 14904 Collections Center Dr. lAgeemen, Chicago, Illinois 60693 Agreement GOVERNMENTAL ENTITY Complete Legal Name Town of Southold THIS ADDENDUM WILL BE OF NO FORCE OR EFFECT IF THE CUSTOMER IS NOTA STATE ORA POLITICAL SUBDIVISION [)FASTATE WITHIN THE MEANING OF SECTION 1O3/C\ {}FTHE INTERNAL REVENUE CODE [}F 1SO8. A8AMENDED. The Customer warrants that it has funds available to pay the lease payments ("Payments") payable pursuant to the lease agreement (the "Agreement") between Customer and CFS until the end 0fits current appropriation period and warrants that itpresently intends tomake Payments iDeach appropriation period from now until the end ofthe Agreement. The officer of the Customer responsible for preparation of Customer's annual budget shall request from its legislative body orfunding authority funds tobepaid toCFS under the Agreement. If notwithstanding the making in good faith of such request in accordance with appropriate procedures and with the exercise ofreasonable care and diligence, such legislative body or funding authority does not appropriate funds to be paid to CFS for the Equipment, Customer may, upon prior written notice toCFS, effective upon the exhaustion ofthe funding authorized for the then current appropriation period, return the Equipment to CFS, at Customer's expense and in accordance with the Agreement, and thereupon, Customer shall be released of its obligations tomake Payments toCFS due thereafter, provided: /1> the Equipment isreturned to CFS as provided for in the Agreement, /2\ the above described notice states the failure of the legislative body or funding authority to appropriate the necessary funds as the reason for cancellation; and (3) such notice is accompanied by payment of all amounts then due to CFS. |nthe event Customer returns the Equipment pursuant tothe terms ofthis Addendum and the Agreement, CFS shall retain all sums paid by Customer. Customer's Payment obligations under this Agreement in any fiscal year shall constitute a current expense of Customer for such fiscal year, and shall not constitute indebtedness or a multiple fiscal year obligation of Customer under Customer's state constitution, state |axv or home rule charter. Nothing in this Agreement shall constitute a pledge by Customer of any taxes or other monies, other than as appropriated for a specific fiscal year for this Agreement and the Equipment. The undersigned represents and warrants to CFS that all action required to authorize the execution and delivery Ofthis Addendum ODbehalf of the above referenced Governmental Entity by the following signatory has been duly taken and remains in full force and effect. CFS may accept a facsimile copy of this Addendum as an original for all purposes. ACCEPTED Canon Financial Services, Inc. /7 C)X Cu ED er AT. 4 Title M Date CFS-2020(06/12) x I 'an® i i Canon Financial Services, Inc. Addendum to Agreement for Application # 878067 WHEREAS, Canon Financial Services, Inc. ("CFS")and Town of Southold ("Customer") have determined that it is for their mutual benefit to enter into this Addendurn ("Addendum") to the Lease Agreement (whether designated a Lease, Rental Agreement, Master Lease, or otherwise)("Agreement")for the lease or rental of certain equipment("Equipment"). NOW, THEREFORE, for good and valuable consideration, intending to be legally bound, the parties hereto hereby agree as follows: It is expressly agreed by the parties that this Addendum is supplemental to the Agreement and that the provisions thereof, unless specifically modified herein, shall remain in full force and effect and shall apply to this Addendum as though they were expressly set forth herein. In the event of any conflict or Inconsistency between the provisions of this Addendum and any provisions of the Agreement,the provisions of this Addendum shall in all respect govern and control. The terms and conditions paragraph(s)in the Agreement(CFS-1079 03/13)are changed as follows: 2. AGREEMENT PAYMENTS: Paragraph 2 is amended by deleting the second and third sentences and replacing them with: "During the initial term the Monthly Base Charge and Per Image Charge will be fixed, however during any renewal period the Monthly Base Charge and per Image Charges are subject to increase pursuant to Service Provider's terms and conditions." 10. INDEMNITY: Paragraph 10 is amended by deleting the paragraph in its entirety and replacing with "CFS is not responsible for any losses or injuries caused by the installation, removal or use of the Equipment except those due to CFS' gross negligence. Customer agrees to reimburse CFS for and defend CFS against any claims for losses or injuries (including attorneys' fees and costs) caused by the Equipment. This section shall survive termination of this Agreement." 17. LATE CHARGES; EXPENSES OF ENFORCEMENT: Paragraph 17 is amended by deleting the first two sentences in their entirety. Customer will be late charge exempt. Customer agrees that CFS may accept a facsimile copy of this Addendum as an original, and that such facsimile copy will be treated as an original for all purposes. THIS ADDENDUM SHALL BE EFFECTIVE WHEN IT HAS BEEN SIGNED BY CUSTOMER AND ACCEPTED BY CFS. CANON FINANCIAL SERVICES, INC. TOWN OF SOU LD w By: APPFit U'eD B �Y CFS Title: Printed Na e � �Ss� Date: Title: 1 Ot%'- UANONSOLUTIONSAMERICA =ASE UPGRADE,TRADE-IN, RETURN OR BUY-OUT REIMBURSEMENT ADDENDUM TO AGREEMENT# Canon Solutions America,Inc.("CSA' S0311553.01 the"AGREEMENT" One Canon Park,Melville,NY 11747 613-2228 Pae 1 of 1 Customer Account: Company Town of Southold .... ...._...._.. .. ....._. ...___._ _ ,.._.».___._.. _., _ __. $ to be paid under the circumstances described in Address:53095 Main Road,PO Box Section 1 below. _City:Southold.».__ County:SUFFOLK Payable to: ❑You ❑Canon Financial Services,Inc. State:NY 11971 Phone#:631.765.1891 _ __ _.1_4]P: ..` -.. Reason for check issuance: _................_.._.._..._.._.. Email: .,»n _ ....wW __. ...._. _. . .................._........_...._........_............_.................._..................._-_........._.__..........._............................................ ..._........ If this transaction includes a lease upgrade or buy-out to be paid upon delivery and List the tcesing company and lease number associated with any lease upgrade or buy-oul acceptance of the Equipment listed on the Agreement, select one of the following: ❑ Not Applicable ❑ You will return the equipment to the leasing company according to the terms CFS 001-0545927-002 and conditions of your lease agreement. " © CSA will return the equipment to the leasing company per Section 2 below. ❑ You will retain the equipment. If so,will the equipment remain under a CSA ------ - ---- . ....... .. - -- ...... ...... .......__ Maintenance Agreement? Yes ❑ No M ❑ CSA will pick up the equipment for Trade In, ......_................ f Please select one: Pick-Up Information: ❑ Trade-In ❑ Same Date as Delivery of Listed Items specified on the Agreement. Please note that any applicable trade-in credit is reflected m the periodic lease payments or purchase price as specified in the A-yreemenL Other Specified Date: / Equipment Condition: ❑Good working Condition ❑As is condition ❑ (but no longer than 30 days after delivery of Listed Items under Agreement) ❑✓ Return Equipment to selected Leasing Company Contact Name: Phone: Canon Financial Services E-Mail: E] Return Equipment to CSA, Original Removal Instructions:ai order Data - MIT UGTR 25378003 IR3225 DF11102124 ( 85000 a 1 Return Codes: Trade-In:TRD Return to CFS.R CF_S Return to CiT:R•CIT Return to CSA:R•CSA You have agreed to acquire from CSA certain Listed Items pursuant to the Agreement. By your signature below,you agree to supplement the terms of the Agreement as follows: 1. If Buy Out Reimbursement is selected:'The Buy-put Reimbursement indicated above will be paid directly to the designated party by CSA upon installation and testing of the Listed Items and payment to CSA(by you or by the Leasing Company)of the purchase price for the Listed Items.The Buy-put Reimbursement will be paid for the sole purpose of reimbursement of early termination charges or fees and associated expenses payable for(a)early termination of the lease of the Trade-in or Return Equipment or for other equipment being replaced by the Listed Items under the Agreement,(b)refinancing the lease of other equipment or(c)preparation of the site for installation of Listed Items.You acknowledge and agree that CSRs financial obligation is limited to the Buy-Out Reimbursement amount,and that you are responsible for any other obligations,including any charges which are not covered by the Buy-Out Reimbursement. 2.if Trade-in Equipment or Return to Leasing Company Is selected:You hereby authorize CSA to pick up the Trade-in or Return Equipment listed above.You agree to pay M's removal charges if, on the date specified above,the Trade-in or Return Equipment is unavailable for pickup and removal through no fault of CSA.Trade-in Equipment shall be conveyed to CSA,and(a)you represent that CSA will receive good and marketable Ode to each unit of Trade-in Equipment,free and clear of any and all liens and leasehold interests,(b)you warrant that the Trade-In Equipment will be delivered to CSA(unless specified above that the trade-in is on an"As Is'basis)in good working condition,reasonable wear and tear excepted,and(c)you shall make the Trade-In Equipment available for pickup by CSA on the relevant dale specified above. If you breach or fail to comply with any of the foregoing,CSA may,without limiting its other remedies under applicable law,return the Trade-In Equipment to you (al your expense both for the return and the original pickup)and rescind,or require you to refund to CSA,promptly upon receipt of CSA's invoice,the full amount of any trade-in credit reflected in the Agreement(which amount shall equal the fair market value of such Trade-In Equipment,as determined by CSA).Return Equipment shall be shipped to the Leasing Company specified above,and CSA's sole obligation is to use commercially reasonable efforts to pick-tip and remove the Return Equipment and to arrange,on your behalf and at CSA's expense and risk(but only to the extent of obvious damage in transit),for the shipment of the Return Equipment to the leasing Company. 3. DATA.You acknowledge that the hard drive(s)on the Equipment,including attached devices,may retain images,content or other data that you may store for purposes of normal operation of the Equipment("Data').You acknowledge that CSA is not storing Data on behalf of you and that exposure or access to the Data by CSA,if any,is purely incidental to the services performed by CSA.Neither CSA nor any of their affiliaies has an obligation to erase or overwrite Data upon Your return of the Equipment to CSA or any leasing company. You are solely responsible for:(i)your compliance with applicable law and legal requirements pertaining to data privacy,storage,security,retention and protection;and(ii)all decisions related to erasing or overwriting Data. The terns of this section shall solely govern as to Data,notwithstanding[hat any provisions of this Agreement or any separate confidentiality or data security or other agreement now or hereafter entered into between you and CSA could be construed to apply to Data. THIS ADDENDUM SHALL BECOME EFFECTIVE AT 7H ME TIME AS E AGREEMENT ECOME EFFECTIVE IN ACCORDANCE WITH THE TERMS THEREOF. EXCEPT AS SUPPLEMENTED HEREB Zi_YJEMENT SHA L AIN UNCH I AND I I FU F CE AND EFFECT. Customer' uthun e(( g !u Printed Na fg Title__.. P/r�l s d 'I _....................... Date - SLS-0048 May4' SA -------------_. ..__.