Loading...
HomeMy WebLinkAboutCanon Solutions America, INCRESOLUTION 2015-242 ADOPTED DOC ID- 1Oct 19 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2015-242 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MARCH 10, 2015: 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 Recreation Department at a monthly cost of $178.00 for a period of forty-eight (48) months, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Robert Ghosio, Councilman SECONDER: Louisa P. Evans, Justice AYES: Ghosio, Dinizio Jr, Ruland, Doherty, Evans, Russell Canon CANON SOLUTIONS AMERICA Canon Solutions America, Inc. ("CSAI One Canon Park, Melville, NY 11747 (800) 613-2228 ACQUISITION AGREEMENT LEASE OR PURCHASE # S0387520.01 Salesperson Linda C Lehman Order Date: 2 / 24 / 2015 Customer ("you"): Customer Account: 1047792 Ship To: Customer Account: 1047792 Company: SOUTHOLD, TOWN OF 178.00 Company: SOUTHOLD, TOWN OF Address: 53095 MAIN RD Included Address: 970 Peconic Lane Recreations 1st floor City: SOUTHOLD County:SUFFOLK City: Peconic County: SUFFOLK State: NY Zip: 11971-4642 1 Phone#: 631.765.1891 State: NY Zip: 11958 Phone #: 631.765.1891 Contact: Lloyd Reisenberg Fax #: Contact: Lloyd Reisenberg Fax #: Email: Iloydr@southoldtownny.gov 1 Email: Iloydr@southoldtownny.gov Lease or Purchase: (a 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. (a 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 niquipment SU•lies and Licenses of Application. Item Code Product Description • party supportcontracts Qty Periodic Lease Unit Price Payment or Purchase Price 8032B003 IMAGERUNNER ADVANCE 4225 1 178.00 48059002 DADF-AGI 1 Included 6543B001 CABINET TYPE -G 1 Included 48088001 INNER FINISHER -D1 1 included 8188B001 PCL PRINTER KIT-AY1 ELAN 1 Included 1972VO64 ESP NEXT GEN PCS POWER FILTER (120V/15A) XG-PCS-15D 1 Included 2246V630 IMAGERUNNER ADV 4035/4025/4235/4225 INSTALL PAK 1 Included 2368V119 LOW VOLUME CONNECTIVITY UP TO 30PPM 1 Included Payment Terms Other Requirements Subtotal from 0.00 Supplemental Addendum ❑ Check with Order Check # ❑ Net 30 0 Lease ❑ Other ❑ Credit Card: Requires submission of secure credit card authorization form. ❑ P.O. Required P.O. # ❑ Tax Exempt (Attach Certificate) ❑ Customer Declines Maintenance Agreement Subtotal 178.00 Delivery/Install 0.00 sales Tax Total Deposit 0.00 Balance Due Shipping Instructions Customer Delivery Information Customer IT Contact Information Ship Via: Name Lloyd Reisenberg Email IloydrOSoutholdtownny.klo Hours of Operation 9-5 Phone 631.765.1891 Earliest Date for Delivery: 3 /2 12015 Number of Steps 0 Elevator Yes ❑ No p Special Delivery/Installation Instruction Loading Dock Yes ❑ No 0 This individual may be contacted for network connectivity. Name _ Lloyd Reisenberg Phone 631.765.1891 Email Iloydr(Msoutholdtownny.gov by YOUR SIGNATURE BELOW, YOU AGREE TO LEASE OR PURCHASE, AS SPECIFIED ABOVE, THE ITEMS LISTED ABOVE OR IN ANY ADDENDUM(S) TO THIS AGREEMENT. YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT, CONSISTING OF TWO PAGES INCLUDING THIS FACE PAGE. THE ADDITIONAL TERMS A DITIONS ON GE 2 HEREOF AND IN ANY ADDENDUM($) HERETO ARE INCORPORATED AND MADE PART OF THIS AGREEMENT. Customer's zed Siature ! / / Printed me Title=8(&42,-- L,1 Ski Data -1 j((4 1/ S SLS -004 May 2014 CSA ADDITIONAL TERMS AND CONDITIONS These are the additional terms and conditions referred to on the face page to which they are attached. Such face page and addendum(s), collectively with these terms and conditions, the 'Agreement' 1. LEASE OR PURCHASE PRICE AND PAYMENT. You agree to lease or purchase the units of equipment and supplies (tie'Equipmenr) and licenses of application software with third parry support contracts (the 'Listed Software' and, together with the Equipment, the 'Listed Items'), in each case as indicated on the face page hereof or in any addendum(s) hereto. (a) If you have elected to purchase the Listed Items, the total purchase price specified in the Agreement, including sales taxes and delivery6nstatation charges, is due and payable in accordance with the payment terms of this Agreement. If payments are late, () you shall pay the actual and reasonable costs and expenses of collection incurred by CSA, including the maximum attorneys fees permitted by law and (ii) CSA may charge you and you agree to pay, a late charge equal to the higher of five percent (5%) of the amount due or $10 as reasonable collection fees, not to exceed the maximum amount permitted by law. (b) If you have elected to lease the Listed Items, CSA shall sell the Listed Items to the Leasing Company subject in at respects to the warranty limitations and disclaimers and limitations of lability in this Agreement. You shall enter into a lease agreement with the Leasing Company providing, in addition to such terms and conditions as the Leasing Company shall require, for fixed periodic lease payments indicated herein over a fixed lease term as specified in the lease agreement. Delivery/nstallatlon charges, if separately itemized in this Agreement, are due and payable in accordance with the payment terms of this Agreement. You are responsible for payment of sales or use taxes on monthly rentals if applicable, even If not specified in this Agreement. (c) In addition to the amounts shown in this Agreement, you shag pay CSA's rates for any special rigging for delivery and installation when CSA notifies you of in advance, subject to your approval. (d) CSA will, at no additional charge, install all Equipment in accordance with its normal practices and requirements. Maintenance and any other post -installation support of Equipment, and for all software licensed as part of the Equipment and not listed herein as Listed Software is not covered by this Agreement, and will only be provided by CSA if a separate maintenance agreement is entered into and lo the extent provided therein. Installation of Listed Software may be conditioned on a separate statement of work covering the scope and schedule of installation, configuration options, responsibilities of each party, and other matters, which shall solely govern as to the matters covered therein. Additional charges may apply for work beyond the initial scope described in such statement of work. CSA shall make available to you from time to time upgrades and bug fixes for the Listed Software, but: (i) only if such upgrades and bug fixes are provided to CSA by suppliers of such software, (ii) availability of upgrades and tug fixes may be at additional charge unless covered by separate support contract purchased by you, and (iii) installation of such upgrades and bug fixes by CSA if requested by you shag be at additional charge. You are not required to use CSA for installation of either Listed Software or for any upgrades and bug fixes, but if installation is done by anyone other than CSA, CSA shag have no responsibility for any performance or other issues that may result from such installation. CSA shall also use reasonable efforts to provide Level 1 support dor the Listed Software for so long as a CSA maintenance agreement for the related Equipment remains in effect, except that for certain Listed Software, Level 1 support shall be provided only if a separate support contract has been purchased by you and for so long as it remains in effect. Level 1 support consists of providing help -line telephone assistance in operating the Listed Software and identifying service problems, facilitating contact between you and the suppler of the Listed Software to rectify such problems and maintaining a log of such problems to assist In tracking the same. You acknowledge that CSA is not the developer of any of the Listed Software and other than the foregoing, support for Listed Software is not provided under this Agreement. (e) CSA reserves the right to withhold shipment of the Listed Items (i) until you make fug payment of the total price specified in this Agreement or to revoke any credit extended to you because of your failure to pay any amounts when due or for any other reason affecting your creditworthiness, or (i) until you enter into a lease agreement with the Leasing Company and the Leasing Company commits to full payment of the purchase price agreed to between CSA and the Leasing Company. If at any time prior to shipment, CSA discovers any mistake in pricing or Equipment configuration for any Listed Item(s), CSA reserves the right to notify you of the mistake in writing, and such notification will constitute the non-acceptance of this Agreement by it with respect to such Listed Items without liability. 2. LIMITED WARRANTY. For ninety (90) days after the date of the original delivery of Canon brand Equipment, CSA warrants that under normal use and maintenance conditions all such Equipment will be free from defects in material and workmanship. Warranty claims must be made in writing by you to CSA no later than five (5) business days after the expiration of the warranty period. CSA's obligations under this warranty are limited solely to repair or replacement (at CSA's sole option) of such parts as are proven to be defective upon CSA's inspection. This warranty does not extend to, and you shall pay, CSA's labor, parts and supply charges for (a) repairs resulting from service visits required as a result of inadequate operation of the Listed Items (e.g., CSA technician is dispatched to rectify a problem described in the operator manual), (b) repairs necessitated by factors other than normal use including, without limitation, (t) any willful act, negligence, abuse or misuse of the relevant Equipment, (ii) the use of parts, supplies or software not supplied by CSA and which cause abnormally frequent service calls or service problems, (iii) service performed by personnel other than CSA service technicians, (iv) transportation of the Equipment, (v) accident or casualty, and (vi) electrical power malfunction or heating, cooling or humidity and ambient conditions, or (c) re -installation of the Equipment. YOU EXPRESSLY ACKNOWLEDGE THAT THE LIMITED EQUIPMENT WARRANTY CONTAINED IN THIS AGREEMENT DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE LISTED ITEMS. CSA SHALL, UPON REQUEST, FURNISH TO YOU WITHOUT RECOURSE ANY END USER WARRANTIES MADE BY THE MANUFACTURER OF THE LISTED SOFTWARE OR ANY NON -CANON BRAND EQUIPMENT. CSA MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO LISTED SOFTWARE OR WITH RESPECT TO NON -CANON BRAND EQUIPMENT. OTHER SLS -004 May 2014 CSA # S0387520.01 THAN AS SET FORTH IN THIS SECTION 2, CSA EXPRESSLY DISCLAIMS AND EXCLUDES ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE LISTED ITEMS. 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 ("Dater). You acknowledge that CSA is not storing Data on your behalf and that exposure or access to the Data by CSA, if any, is purely incidental to the services performed by CSA. Neither CSA nor any of their affiliates has an obligation to erase or overwrite Data upon your return of the Equipment to CSA or any leasing company. You are solely responsible for: () your compliance with applicable law and legal requirements pertaining to data privacy, storage, security, retention and protection; and (i) at decisions related to erasing or overwriting Data. Without limiting the foregoing, you should, (a) enable the Hard Disk Drive (HDD) data erase functionality that is a standard feature on certain Equipment andlor (b) prior to return or other disposition atthe Equipment, utilize the HDD (or comparable) formatting function (which may be referred to as 'Initialized All Data/Settngs' function) if found on the Equipment to perform a one pass overwrite of Data or, H you have higher security requirements, you may purchase from CSA at current rates an appropriate option for the Equipment, which may include (x) an HDD Data Encryption I0t option which disguises information before it is written to the hard drive using encryption algorithms, (y) a HDD Data Erase Kit that can perform up to a 3 -pass overwrite of Data (far Equipment not containing data erase functionality as a standard feature), or (z) a replacement hard drive (in which case you should property destroy the replaced hard drive). The terms of this Section 3 shag solely govern as to Data, notwithstanding that any provisions of this Agreement or any separate confidentiality or data security or other agreement now or hereafter entered into between you and CSA could be construed to apply to Data. 4. SECURITY. As security for the payment of all amounts due to CSA, you thereby grant to CSA a security interest in the Listed Items. To the extent permitted by applicable law, you hereby authorize CSA to fie with the appropriate governmental authorities any and all financing statements necessary to evidence or perfect CSA's security interest in the Listed Items. S. WARRANTY OF BUSINESS PURPOSE. You represent and warrant that that the Equipment will not be used for personal, family or household purposes. 8. LIMITATION OF LIABILITY. CSA SHALL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE EXCEPT TO THE EXTENT CAUSED BY CSA'S NEGLIGENCE OR WILLFUL MISCONDUCT. CSA SHALL NOT BE LIABLE FOR LOSS OF PROFIT OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LISTED ITEMS, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED AND EVEN IF CSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7. CHOICE OF LAW AND FORUM. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE CITY 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 COMMENCED BY YOU AGAINST CSA, 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 CITY OF NEW YORK YOU HEREBY WAIVE OBJECTIONS AS TO VENUE AND CONVENIENCE OF FORUM. ANY SUIT BETWEEN THE PARTIES HERETO, OTHER THAN ONE SEEKING PAYMENT OF AMOUNTS DUE HEREUNDER, SHALL BE COMMENCED, IF AT ALL, WITHIN ONE (1) YEAR OF THE DATE THAT THE CLAIM ACCRUES. THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN THEM. 8. GENERAL. This Agreement shag be binding on you upon your signature and on CSA upon the delivery of any of the Listed Items. Ali provisions of this Agreement including Section 3, which by their nature can be construed to survive the expiration or termination of the Agreement shag so survive. This Agreement, together with any related CSA credit application, constitutes the entire agreement between the parties with respect to the furnishing of the Listed Hems, superseding all previous proposals and agreements, oral or written. No lease agreement entered into between you and the Leasing Company with respect to any Listed Items shall be binding on CSA in any respect or affect your rights or CSA's obligations hereunder. Any purchase order utilized by you shall be for your 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 CSA as a warranty or otherwise, nor shag this Agreement be modified or amended except by a writing signed by you and a designated representative of CSA. H a court finds any provision of this Agreement (or part thereof) to be unenforceable, the remaining provisions of this Agreement shall remain in fug force and effect. This Agreement shall not be assignable by you without CSA's prior written consent, and any attempted assignment without such consent, which shall not be unreasonably withheld, shall be void; except that you may, as described above, assign to your leasing company your right to acquire the Listed Items and your warranty rights hereunder, but your other rights hereunder, are not assignable to the leasing company and such assignment shall not relieve you of any of your obligations hereunder. You expressly disclaim having relied upon any representation or statement concerning the capability, condition, operation, performance or specifications of the Listed Items, except to the extent set forth on the original of this Agreement. You agree that CSA may accept an electronic image of this Agreement as an original, and that electronic copies of your signature will be treated as an original for all purposes. k 7— _�.11rr(1�1 Page 2 Cust ere Ind Date CANON SOLUTIONS AMERICA Canon Solutions America, Inc. ("CSA") One Canon Park, Melville, NY 11747 (800)613-2228 ADDENDUM TO ADD ADDITIONAL EQUIPMENT TO ACQUISITION AGREEMENT # S0387520.01 (the "Agreement") Salesperson Linda C Lehman 2 24 2015 Order Date: / / _ Customer ("you"): Company: SOUTHOLD, TOWN OF Contact: Lloyd Reisenberg Address: 53095 MAIN RD Phone: 631.765.1891 Fax: City: SOUTHOLD State: NY Zip: 11971-4642 E -Mail: lloydr®southoldtownny.gov PLEASE PRINT Equipment,• Item Product Description Code Qty Unit Price of Periodic Payment/ Purchase Price . • Ship To location (if different than above) paily support Elev. (y/n) contracts a of Step and Load Dock (y/n) Ship To locations avid Contact Name & Phone Number ccntacts� E -Mail IntSupplies Pre -install supplies installed in machine 1 Included 970 Peconic Lane Recreations 1s Peconic NY 11958 Carry forward to Face side of Agreement Subtotal BY YOUR SIGNATURE BELOW, YOU AGREE T ASE 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 HE ACQUISIT GREEMENT. THIS ADDENDUM SHALL BECOME EFFECTIVE AND BINDING AS PROVIDED IN PARAGRAPH 8 OF THE ADDITIONAL TERMS AND CONDITIONS OF THE ACQUISITION AGREEMEN EX PT ASP V ED HEREI E ACQUISITION AGREEMENT SHALL REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT. Customer's Authorized Sig atur L7�.�.R Printed Name fc,o'E'f _ %uSS 1 .�► Title (J a to SLS -004A May 2014 CSA // Canon COST PER COPY CANON SOLUTIONS AMERICA NON -CANCELABLE RENTAL AGREEMENT CFS•1079 (03/13 NuMBEMR T S0387520.01 canon CANON FINANCIAL SERVICES, INC, (-cFsl 14904 Collections Center Drive Chicago, Illinois 80893 (800) 220-0200 www cls canon.com PHONE SOUTHOLD, TOWN OF ('customer) 631,765.1891 BILLIN ADDRE I N I 53095 MAIN RD SOUTHOLD SUFFOLK NY 11971-4642 1 N D CITY UN AT I 970 PECONIC LANE RECREATIONS 1 ST FLOOR PECONIC SUFFOLK NY 11958 uslomerContact For Meter Readings Lloyd Reisenbera PHONE: 631.765.1891 If units at different locations, attach Schedule. FAX: Covered Images Included Per Image Charge in Month Make / Model I Accessory Serial Number Start Meter In Base Charger) Excess of Covered Images • ty Meter Method Black 8 WFdte Color Black 8 White Color Black 8 White Cobh Base Charge IRADV4225 3000 0.0143 Included WVRemote Te Months TOTALS 3,000 0 0.01430 0.00000 $178.00 Gua Copy Plan: Q Individ.. IFleet (Totals only required) ' Plus Applicable Taxes Service/Supplies Included ?] Service including drums toner Meter Reading Frequency Payments held as -Security Deposit' T -Service Provider" and ❑ Service including drums ❑ Monthly . $x00 Canon Solutions America ('Due at Signing') Other 91 Quarterly THIS AGREEMENT IS EFFECTIVE ONLY UPON SIGNING BY BOTH PARTIES. THE EFFECTIVE DATE OF THIS AGREEMENT IS SET FORTH BELOW. THIS AGREEMENT IS NON -CANCELABLE BY CUSTOMER. CUSTOMER REPRESENTS THAT ALL ACTION REQUIRED TO AUTHORIZE THE EXECUTION OF THPYWEEMENT ON BEHALF OF CUSTOMER BY THE FOLLOWING SIGNATORIES HAS BEEN TAKEN. ACCEPTED AUT IZED CUSTOMER SIGNATURE CANON FINANCIAL SERVICES, INC. B}r X Title: f% t So r - By: Prin N Email Address: g7Q �1 Title: Tax IDB:t — �� D7 D /✓ T If pro)rietor, DOB: Det.: J Effective Date: By: X Title: Pfinted Name: Email Address: To: Canon Financial Services, Inc, ACCEPTANCE CERTIFICATE Customer certifies that (a) the Equipment referred to in this Agreement has been received, (b) installation has been completed, (c) the Equipment has been examined by Customer and is in good operating order and condition end is, in all respects, satisfactory b Customer, and (d) the Equipment is irrevocably accepted by Customer ler all purposes under this Agreement. Accordingly, Customer hereby authorizes bill under this Agreement. Signature: Printed Name: Title (if any) Date: TERMS AND CONDITIONS 1. AGREEMENT: CFS rents to Customer, a organized under be laws tithe State ofwith pe chief executive office a and Customer rents from CFS, with its place d business at 158 Gather Drive, Suite 200, Mount Lawet, Now Jersey 08054, all equipment described above, together with all replacement parts and substihtiore for and addborra b such equi xrnsm Ohs the equip "Equipment"). upon the k+mhs and conditions sat long in this Rental Agreement ('Agreementj. t AGREEMENT PAYMENTS: Customer shag pay b CFS, as invoked, during the term of this Agreement, (a) the Monthly Ban Charge and any Per Image Charges described herein, and (b) such other amounts permitted hereunder as invoiced by CFS ('PaymentsI. Once in each twelve month period folrwBng the first anniversary of this Agreement, the Service Provider I It - above has the right b increase both (L) The Moral Base Charge and () the Per Image Charge In an amount not to exceed Risen percent Of such charges that were in elect immediately prior to such price increase. In addition, the Monthly Base Charge and Per Image Charilm are subject to Increase pursuant to Service PrOMW8 temp and conditions. Customer's obligation to pay all charges due aider this Agreement and all other obligations hereunder Is absolute and unconditional and Is not subject to any sbalemenL setoff, defense, orcounterclaim for any reason whatsoever. 3. APPLICATION OF PAYMENTS; METER READING: AX Payments received by CFS from Customer under this Agreement will be applied to amounts due and payable herewder chronokngkay, based on th dateof the charge asshown on The irwoioe for each such amount and among amounts having One same date in such order as CFS. in its discretion, may delermine. Service Provider shall provide the services and supplies dem in the Moor enstled Se v Inducted' celSuppl ee above. Customer shat advise Service Provderof the motor readings for the Equipment upon request CFS war invoke Per Image Charges mont ly or loss frequency at its sole discretion, L TERM OF AGREEMENT: The term of this Agreement shall commerce on the date the Equipment is delivered b Customer, provided Cusbrrlar executes the Acceptance Certificate er otherwise accepts Me Equipment as specified therein. Aller acceptance d the Equipment, Customer shall have no rgnl to cancel this Agreement during the lerrnh hereof. The krtn of this Agreement slat end, unless sooner terminated by CFS, when all soxwnts required to be paid by Customer under this Agreement have been paid as provided and either (a) Customer has purchased the Equipment in the accordance with inns hereof or (b) the Equipment has been returned at the end of the scheduled tam or renewal term in eocesdance wkh tle tams hared. Customer has no right to return the Equipment to CFS prior to the end of the scheduled tam ler any reason whatsoever, including, without timdtabn, payment of al anouots due wider this Agreement prior b to end of the scheduled term. SEE TIQNA( T AINRNRITIONS Continued» The u ed (whether ora o more ane specified, "Guarantors"). in consideration d CANI)Ff' SER INC. ("CFS") enbrinp fhb en Agreerthert (bpeMer with any schedules er supplernenk thereto, tle "Agreame . Customer idantif 'Cass hrtevoca and urxxnditional n ��) bet ty, joirty and severity, guarantee to CFS and its successors and assigns the payment when due d all amounts owed ands the Atreereent (whether et meturi n Ne occwrence d an sent otdetauM or chis the pedormarhce of all promises, obligations aid tenths d th Agreement and any other frentdal transaction between Customs and CFS (coeectivety, to tiabitiee'). N Customer b pay er porkxm all ora y earl ot Ile L'habBtla when due, Gua I upon demand. pay any amounts astl take any acorn regained dCuabmer under the Agreement Thio le an absolute and conenu'ng gusanry, ant Guaarrbrs' . rota tlhis Guaranty ts primary and will rho be aftecbd by any selkmeM, extension, re odfication of tie Agreement er any diacherga er release dCusbmsrb obfgetiae, whsMar s not q' aperafion d law. ff ary payment applbd by CFS b Me Lrabdt es b t ere e. recovered s requ red b Oe returned ler arty reason (i d di ng w tltoW fim tetion tle banluupky, boob enq err dCuabmer er any of er person), tlne L ebtiitias to which such payment was applied shall ler tlhe purposes d Nis Guaranty ba ave contlnued in edskrnce, notwthstsrndng arch appticatbn, ant Ude Guaranty ahatl be a such Liabditiw as lay as N suer applbatlon had never ban made. This GuaCFS may be underthis only upon sixty dap' prior written notice b CF , tsrmirati to shat ki alxtive only as b UabXities aching under achedu ds, err agreements entered into alter the efkclx date dbrmination and shall riot affect CFS' rights under this Guaranty arising cul of the Agreement err other agreement b priorb such date. Guarantors waive all damages, demands, presentments and ndkes d every kind and nature, any rig off, and any delerues available ranter (other than the delonse of payment and pedormorce In fug wrier applicable law. Guarantors funkier vcdive any () notice of the incurring of indebtedness by Customs and The acceptance this Guaranty, of (i) n WI suet a r or any other party before errfaruV tits Guaranty and (q) right d subrogalion b CFS' dghk against Customer or until the hLiabilitiesr are rt bet ed in full Any (a) renewals and extensions d time d paymerd, (b) release, substXution mix d or realization upon the Equipment, iter guaranties or any colateral security and (c) exercise d any, aim right ands tris s any other agreement between CFS Customer and or arty third part' may be made, graded and aleck without n gramme and without kr any manner effacing Guaanbrs' lebliy under this Guaranty. Guarantors shall pay all expenses (including atomeys' fees and legal expanses) paid or burred rdeWarhg to called the LlebNties thereof and in a tarcng this Guaranty. THIS GUARANTY SHALL FOR ALL PURPOSES BE DEEMED A CONTRACT ENTERED INTO IN THE STATE OF NEW JERSEY, THE RIGHTS ARTIES UNDER THIS GUARANTY SHALL BE (X)VE THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES. ANY ACTION BETWEEN GUARANTORS AND LL BE BRlx1gIT IN ANY STATE OR FEDERAL COURT LOCATED INT N OF CAMDEN OR BURLWGTON, NEW JERSEY, OR AT CFS' SOLE OPTION, til THE STATE WHERE ANY GUARANTOR OR THE EOUPM ATED. GUARANTORS IRREVOCABLY WAIVE 0&IECTIONS TO THE JURISDICTION Or• , RTS AND OBJECTIONS TO VENUE AND CONVENIENCE OF FORUM. GUARANTORS, BY THEIR EXECUTION AND DELI V OF, AND CFS, BY ITS ACCEPTANCE HEREOF, HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUCH DINGS. CFS may accept a facsimile or other electmnk on copy d this Guaranty as an original, and facsimile or electronically transmitted copies d Guarantors' signabrea will be treated as an orgba u Printed Name: Signature: (rho tills) Dale: Address: Phone: Printed N Signature. (rho elle) Date: ss: FS•1079(03/13) Phone: 5. SECURITY DEPOSIT: CFS may apply, but shall not be obligated to apply, any 'Secunty Deposir specified above to clear any default of Customer, in which event Customer shag promptly restore to CFS any amount so applied. In no event shag any Security Deposit earn Interest except where required by applicable law. No portion of any Security Deposit wit be refunded to Customer unit all of Cusbmets obligations have been fully performed as expressly provided in this Agreement 6. NO CFS WARRANTIES: CFS IS NOT A MANUFACTURER, DEALER, OR SUPPLER OF THE EQUIPMENT. THE EQUIPMENT IS RENTED'AS IS' AND IS OF A SIZE, DESIGN, AND CAPACITY SELECTED BY CUSTOMER. CFS HAS MADE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUITABILITY OR DURABILITY OF THE EOUIPMENT, THE ABSENCE OF ANY CLAIM OF INFRINGEMENT OR THE LIKE, OR ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Any won" with respect to the Equipment made by the suppler or manufacturer is separate from, and is not a pad of, this Agreement and shall be for the bend of CFS. Customer, and CFS'succesea or assignee, it any. So long as Customer is not in breach ordefaWt of this Agreement CFS assigns to Customer, solely tor the purpose of making and prosecuting any such claim, the rights, t any, which CFS may have against Ma suppler, dealer, or manufaclurer for breach of warranty or other representation respecting any gem of Equipment NEITHER THE SUPPLIER NOR ANY DEALER IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OF THIS AGREEMENT. OR MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THIS AGREEMENT OR THE EQUIPMENT, ON BEHALF OF CFS T. ACCEPTANCE; DELIVERY: Customer's execution of the Acceptance Certificate, or Customer's provision to CFS of agar congmwtion of its acceptance of the Equipment shag oonccsively establish that the Equipment has been delivered to and accepted by Customer for all purposes of [his Agreement, and Customer may not for any reason revoke that acceplarce; however, if Customer has net, within an days alar delivery of the E-quipmentdeivered to CFS written notice of non- acceptance of any of the Equipment speeiying to reasons therefor and specilli referencing Obis Agreement, Customer shag be deemed b have irrevocably accepted the Equipment CFS is the owner of the Equipment and is tenting the Equipment to Customer under this Agreement. As between CFS and Customer ordy, this Agreement Shull supersede any Customer purchase order in its entirety. Customer waives any right of speck per ionnionce under this Agreement and shag hold CFS harmless from damages i for any reason the Equipment is not delivered as ordered. N to Equipment Is unsalisfaclay, or i CFS does not execute this Agreement Any delay in delivery of the Equipment shall net affect the validity of this Agreement. t. LOCATION; LIENS; NAMES; OFFICES: Customer slag not move Me Equipment from the location specified above except with the prior written consent of CFS. Customer shelf keep the Equipment free and clear dab claims and Gens other than those in favor of CFS. Customer's legal name (as set forth in its oonstibeal documents fled with Oa appropriate govermhon office or agency) is set forth above. Upon request, Customer will deliver b CFS a good sanding certificate and ala* csrified consilusnl documents. The jurisdiction of organization and chief executive once address ofCustomer all as ell forth herein. Customer will not change Its name, tie location of Its executive office. or Its corporate structure (including. witlboul limitaim, its jurisdiction of organization) unless CFS has been given at least 30 days' prior written notice thereof. 9. USE; FINANCING STATEMENTS: Customer shall comply with of laws and regulation rousting to the use and maintenance of tiro Equipment. Customer shag put the Equipped only b the use conamplaad by the manufacl rer. Customer autxdzes CFS (and any third parry ling service designated by CFS) to execute and file (a) finaclre statements evidencing the interest of CFS in the Equipment (including toms containing a broader description of the Equipment than the dnmpion set forth herein), (b) continuation statements in respect thereof, and (c) amendments thereto, and Customer irrevocably waives any right to race thereof. 10, INDEMNITY: Customer shag reimburse CFSfor and defend CFS against any claim for bases or injury caused by to Equipment. This Section shall survive amination of gds Agreement 11. MAINTENANCE Service will be performed by Sense Provider in accordance with Service Providers arms and conditions, of which Customs acknowledges receipt Unless otherwise indicated on page 1 or Schedule A. Customer authorizes Service Provider to use the imageWARE Remote feature of the Equipment to receive software updales and transmit use and service data accumulated by the Equipment over Customer's network by means of an HTTPS protocol ad to store, analyze and use such data for purposes related to servicing The Equipment and product improvement Customer acknowledges that the charges set brM on page 1 and Schedule A aro contingent on the continued use of imagai Remote during Me tern If Customer at arty bre disconnects, disables or dentes access to the feature, Service Provider may increase the charges for such items by five percent for any subsequent ding period in which such feature remains non- operational. It Service Provider does net receive timely motor readings from Customer, Customer shag pay invoices Out rdeol Service Providers estimates of pear readings. Service Provider or CFS may verity the accuracy of any meter readings from time b free and invoice Customer for any shortfail in the next novice. Customer shag use reasonable care in handling and operation ofthe Equipment. CFS shag have the r" to substitute equivalent Equipment at any tree dakg the arm ofthis Agreertent in connection with any replacement of the Equipment by Service Provider. 12, TAXES; OTHER FEES AND CHARGES: CUSTOMER SHALL PAY AND DISCHARGE WHEN DUE ALL LICENSE AND REGISTRATION FEES, ASSESSMENTS, SALES, USE, PROPERTY AND OTHER TAXES, AND OTHER EXPENSES AND CHARGES, together with any applicable penalties, interest. and tldd party administrative fees now orat any Orta Imposed upon any item of the Equipment, the Payments, or Customers performance or non-performance of its obligations hereunder, whether payable by or assessed to CFS or Customer. If Customer fab to pay any such fees, assessments, taxes, expenses or changes. CFS shall have the right but riot to obligation to pay those ass, assessments, taxa, expenses and charges, and Customer shag promptly reimburse CFS, upon demand, for all such payments made plus adrardstrafon fan and costs, tany. Where required by law, CFS wig file any notices and pay personal property axe levied on the Equipment Customer shall reimburse CFS lex the expense of personal property axes as invoiced by CFS and pay CFS a pmcassirg lee not to exceed $50 per year per gem of Equipment that's subject to such tax. CFS has net, and will col, render tax advice to Customer, and payment of such laxn's an administrative act. ON THE DATE OF THE FIRST SCHEDULED PAYMENT AND THE DATE OF THE FIRST SCHEDULED PAYMENT AFTER THE ADDITION OF ANY EQUIPMENT, CUSTOMER SHALL PAY TO CFS AN ADMINISTRATIVE FEE IN THE AMOUNT OF $65 TO RQMBURSE CFS FOR ITS ADMINISTRATIVE AND RECORDING COSTS. III INSURANCE: Customer, at is sole cost and expense, shall obtain, maintain and pay for (1) Insurance against to toss, theft or damage to the Equipment ler the full replacement value hereof and (2) comprehensive public: liability and prop" damage insurance. AN such insurance shag provide for a deductible net exceeding $5,000 and be in form and amount and with companies satisfactory to CFS Each insurer providing such insurance shat name CFS as additional Insured and loss payee and provide CFS thirty days' wriften notice before to policy in question shag be materially stared or canceled. Customer shag pay he premiums for such insurance, shag be responsible for at deductible portions thereof and shall deliver certificates or ober evidence of insurance b CFS. The proceeds of such insurance, at the option of CFS, shag be applied to (a) replace or repair the Equipment, or (b) pay CFS the "Remaining Rental Balance.' For purposes of this Agreement, the'Remaineg Reda) Balance" shag be the sum of: (i) as amounts [hen owed by Customer to CFS under this Agreement, (i) to present value of all remaining Payments for the fug arm of this Agreement (ii) the Fair Market Value, as defined herein; plus (r) any applicable taxes, expenses, charges, and fees. For purposes of determining present value under this Agreement. Payments shag be discounted at six percent per year. Customer hereby appoints CFS as Customees attorney -in -fad Soley to make clam for, receive payment of, and execute and endorse all documents, cheeks, or draft for any loss or damage under any such insurance policy. 9 within ten days afar CFS' request Customer fails to deliver satisfactory evidence of such insurance to CFS, then CFS shall have the right but rot the duly, to obtain such insurance at Customer's expense. CFS shall be entitled to retain any fees earned by it in connection with any such insurance obtained by it pursuant to this Section 13. 14. LOSS; DAMAGE: Customer assumes and shag boar the enfire risk of loss, theft of, ordamage to he Equpmenl from any cause whatsoever, cleave upon delivery to Customer. No such loss, !hell, or damage shall relieve Customer of any obligation under this Agreement. In to event of damage to any item of Equipment Customer shall immediacy repair such damage at Customers expense. t any gem of Equipment is lost stolen, or damaged beyond repair, Customer. at to option of CFS, will (a) replace to same with like equipment in a condition acceptable to CFS and convey dear title to such equipment to CFS (and such equipment will become'Equlpmenr and be subject in the arms of this Agreement), or (b) pay CFS the Remaining Rental Balance. Upon CFS'receipt of the Remaining Rental Balance, Customer shat be enticed to whatever interest CFS may have in the Equipment, in its gen condition and location, without warranties of any kind. 15. DEFAULT: Any of the blowing events or conditions shalt consticle an'Event of DeauW under this Agreement: (a) Customer defaults in [be payment when due of any indebtedness of Customer b CFS, whether or net arising under Ibis Agreennoi witted notice or demand by CFS; (b) Customer or any Guarantor ceases doing business as a gong concern; (c) Customer or any Guarantor becomes insolvent or makes an assignment for the benefit of creditors; (d) a petition or proceeding is fled by or against Customer or any Guarantor under any baMtruplLy or insolvency law, (e) a receiver, trustee, conservator, or liquidator is appointed for Customer, any Guarantor, or any of their property; (Q any statement. representation or warranty made by Customer or any Guarantor to CFS is incorrect in any material respect (g) Customer or any Guarantor defaults under any lean or credo agreement; or (h) Customer or arty Guarantor who is a natural person dies. 16. REMEDIES: Upon he happening of any one or more Events of Default CFS shall have the right to exercise any one or all of the following remedies (which shall be cumulative), simultaneously or serially and in any order: (a) to declare all unpaid Payments and otter anwunc due and payable wider this Agreement, with CFS retaining figs to he Equipment (b) to terminate any and all agreements with Customer, (c) wih or without notice, demand or legal process, to retake possession of any or all of the Equipment (and Customer authoress and empowers CFS to enter upon the premises whereverthe Equipment CFS -1079 (03113) may be found) and (1) retain such Equipmem and all Payments and other sums paid under this Agreement, or (ii) re -rent he Equipment and recover from Customer the amount by which the Remanirg Rental Balance exceeds Me value atribuad to the Equipment by CFS for purposes of calculating to payments under the new agreement or (raj sell the Equipment and recover from Customer #a amount by which the Remaining Rental Balance exceeds the net amount t received by CFS from such sale; or (d) to pursue any other remedy permitted at law or in equity. CFS (i) may dispose of he Equipment in its Men present condition or following such preparation and processing as CFS deems commercially rule; () shelf haw no duty to prepare or process the Equipment pror to sate: On may d'edaim warranties of fills, possession, quiet enjoyment and to like: and (iv) may comply with any applicable state or federal law requirements in connection with a disposition of $a Equparni and none of the foregoing actions shall be deemed to adversely aged the commercial reasonableness of the disposition of the Equipment. If the Equipment is not available for sale, Customer shall be liable for the Remaining Rental Balance and any other amounts due under this Agreement. 17. LATE CHARGES; EXPENSES OF ENFORCEMENT: If Customer late to pay any sum to be paid by Customer to CFS under this Agreement on or before the due date, Customer shall pay CFS, upon demand, an amount equal to ten percent of each such delayed Payment or ten dollars, whichever is greats for each billing period or portion of a ding period such Payment is delayed, in each case to the extent permitted by applicable law. The amounts specified above shall be paid as liquidated damages and as compensation for CFS' internal operating expenses in tuned in connection with such late payment in addition, Customer shall reimburse CFS for all of its out-of-pocket costs and expo incurred in exerciskg any of its rights or remedies under this Agreement or in enforcing any of the ams or provisos of this Agreement including, without gmiatton, reasonable aftonneyi fees and expenses and fees and expenses of collection agencies, whether or not suit is brought t CFS should bring court action, Customer and CFS agree that acrney's fees equal to trolly -fico percent (25%) of the blah amount sought by CFS shall be deemed reasonable for purposes of Nie Agreamed. 18. ASSIGNMENT: CUSTOMER SHALL NOT ASSIGN OR PLEDGE THIS AGREEMENT IN WHOLE OR IN PART, NOR SHALL CUSTOMER SUBLET OR LEND ANY ITEM OF EQUIPMENT, WITHOUT PRIOR WRITTEN CONSENT OF CFS. CFS may pledge or transfer this Agreement. If CFS transient this Agreement, to Irastree will have the same rights and benelb that CFS has now and wit not have to perform any of CFS' obfigaims, which CFS or its designees slap cortkas to perform. The rights of the transferee will not be subject to any clanks, defenses, or setoffs that Customer may have against CFS. t Customer is given notice of any such transfer, Customer shall, t so directed therein, pay directly to the transferee at or any part ofthe amounts payable hereunder 19. RENEWAL; RETURN: This Agreement shall automatically renew on a month to month basis at to same Payment amount and frequency union Customer, at least sixty days before the end of to scheduled arm or any nerewal arm, sends b CFS written notice that Cusblrer does not want to renew this Agreement! and at #a and of such arm returns to Equipment as provided below. CFS may cancel the aubma6c renewal by, at leas! sixty days before to end of any arm, sending Customer when novice Mal CFS does net ward fists Agreement b renew. Unless he Agreement automatically roervis or Cusbrter purchases Be Equipment as provided in this Agreement. Cudomer shat, at the termination of this Agreement return the Equipment, al its sole cost and expense, in good operating condition, ordinary wear and boar leaugfiV from proper use excepted, to a location specified by CFS. If for any reason Customer shat all to rolurn to Equipment to CFS as required by he last day of the applicable lean, Customer shag pay to CFS upon demand one biting periodk Payment for each dire period or portion thereof ha such delivery is delayed 20. PURCHASE OPTION: Customer may, at any free, upon sixty days' tnevaable written notice purchase all (but not less than an to Equipment at a price aqua! to the sum tag remairdrg Payments, M the Fair ktarlat Value,IQ%any applicable taxes, expenses, charges and fees. For purposes of gas Agreement 'Fair Market Vase'shag be CFS'retail price for As equipment at the fine of determination, but net lass than twenty percent of the bait original cost of the Equipment. Equipment purchases shall not be avaiable to Customer if a debug hereunder has occurred and is cortksing. Upon proper notice and payment by Customer of the amounts specified above. CFS shat transfer the Equipment to Custanner'AS•IS WHERE -IS' without any representation or warranty whatsoever, except for tide, and this Agreement shelf femainabo. 21. DATA: Customer acknowledges Mal the had drives) on to Equipment, including attached devices, may retain Images, content or other data that Customer may store for purposes of normal operation of the Equipment CDae'). Customer acknowledges Mat CFS is col sbtng Data on behalf of Customer and that exposure or access b the Data by CFS or Service Provider, t any, is purely incidental to the services performed by CFS and Service Provider. Nagler CFS nor Service Provider nor any d their aRlates has an obligation to erase or overwrite Data upon Customer's return of to Equipment to CFS. Customer is solely responsible for: () its compliance with applicable law and legal requirements Pershing ing b data privacy, stooge, security, retention and protection; and (t) all decision related to erasing or overwriting Data. Without fimuire the foregoing, Customer should, prior to return or other disposition of the Equipment ufte the Had Disk Ochs (HDD) (tor comparable) formatag function (which may, be referred to as 'initialized At DatalSeirga' function) t found on he Equipment b perform a one pass overwrite of Dab or, O Customer has higher security requirements, Customer may purchase from is Service Provider atcment rates an appropriate option for glee Equipment which may inckde (a) an IDD Data Encryption Km option which disguises information before t is when to the had drive using encryption algorithms, (b) an HOD Dole Erase Kit that can perform up to a 3 -pan overwrite of Data or (c) a replacement hard drive (n which rase the Customer should properly destroy the replaced had drive). Customer will Indemnify CFS, Service Provider, their subsidiaries, directors, dicers, employees and agents from and against any and all costs, expenses, liabilities, dales, damages, bases, judgmenis or lees (including reasonable alworys' lees) ariang or related to the storage, transmission or destruction of he Data This section survives tenminagon or expiration of this Agreement 22. WARRANTY OF BUSINESS PURPOSE; PERSONAL PROPERTY: (a)Cusbmer represents and warrants that the Equipment will net be used for personal, fancy, or household purposes. (b) The Equipment slhal roman personal property regardless of whether t becomes aNxed to real property or permanently mss upon any real property or any improvement to ran property. 23. MAXIMUM INTEREST; RECNARACTERIZED AGREEMENT: No Payment is intended to exceed the maximum amount of time price dif ere tai or interest as applicable, permitted to be charged or collected by applicable laws, and any such aces "alt will be applied to payments dna under this Agreement, at nvese orderd nahmTy, and thereater shall be refunded. II this Agreement is recharaclarized as a condi ional sate or ban, Customer hereby grants to CFS, its successors and assigns, a security rarest in the Equipment to secure payment and petomaou of Customers obligations under INS Agreement. 24. UCC • ARTICLE 2A; WAIVER OF OFFSET: (a) THIS AGREEMENT IS INTENDED AS A *FINANCE LEASE' AS THAT TERM IS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE ('UCC 2A7, AND CFS IS ENTITLED TO ALL THE BENEFITS, PRIVILEGES AND PROTECTIONS OFALESSOR UNDER AFINANCE LEASE. CUSTOMER WAIVES ITS RIGHTS AS A LESSEE UNDER UCC 2A SECTIONS 508.522. (b) If the Equipment is not property installed, does not operate as represented or warranted, or is unsatisfactory for any reason. Customer shag make such clam scaly against the supplier, dealer, or manufacturer. Customer waives arty and all existing and future claims and otsets against any Payments or ogler changes due oder this Agreement, and uroonditionaly agrees to pay such Payments and other charges, regardless of any offset or claim which may be asserted by Customer oron Is behalf. 25. MISCELLANEOUS: (a) All notices required or permitted under the Agreement shag be sufficient it delivered personally, sent via facsimile or other electronic transmission, or mailed to such pay at to address set birth in this Agreement, or at such other address as such party may daignas in writing from time to time. Notices shag be effective 3 days alar deposit in the U.S. mail, duty addressed, or upon delivery via personal or express delivery, facsimile or other electronic transmission. (b) CFS may accept a facsimile or other eaclroric transmission of this Agreement or any Acceptance Certificate as an original, and facsimile or electronically transmitted copies of Customers signature will be treated as an original for all purposes. (c) No waiver of any of Cuslomers obligations, conditions or covenants shall be effective unless contained in a writing signed by CFS. Failure b exercise any remedy which CFS may have shall not constitute a waiver of arty obligation with respect to which Customer is in default. (d) If Mere should be more than one party executing his Agreement as Colorer, at obligations to be I>arfomred by Customer shat be the fold and seveal liability dal such paries. (e) Cuaionefs reinsentacone warrants, and covenants under this Agreement shag survive he delivery and return of the Equipment. (Q Any provision of his Agreement which may be determined by competent authority to be prohibited or wumbrceable in any jurisdiction stet, as to such jurisdiction, be ineffective b the extent of such prohibition or when orceadlily witout invalidating the remaining provisions of this Agreement. No such prohibition or unen(onxability in any jurisdiction shell invalidate or render unenforceable such provision In any other jurisdiction. (g) CFS may insert missing information or correct other information m this Agreement regarding Agreement Number, Phone, Equipment Address. Serial Number, and ACH information; otherwise, this Agreement contains the entire arrangement between Customer and CFS and no modifications of this Agreement shag be effective unless in writing and signed by the parties. 29. GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL: THIS AGREEMENT HAS BEEN EXECUTED BY CFS IN, AND SHALL FOR ALL PURPOSES BE DEEMED A CONTRACT ENTERED INTO IN THE STATE OF NEW JERSEY. THE RIGHTS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES. ANY ACTION BETWEEN CUSTOMER AND CFS SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED IN THE COUNTY OF CAMDEN OR BURLINGTON, NEW JERSEY, OR AT CFS' SOLE OPTION, IN THE STATE WHERE CUSTOMER OR THE EQUIPMENT IS LOCATED. CUSTOMER, IRREVOCABLY WAIVES OBJECTIONS TO THE JURISDICTION OF SUCH COURTS AND OBJECTIONS TO VENUE AND CONVENIENCE OF FORUM. EACH OF CUSTOMER AND CFS HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY SUCH PROCEEDINGS. ". I IaL 9� 3"At. Canon CANON SOLUTIONS AMERICA Canon Solutions America, Inc. ("CSA") One Canon Park, Melville, NY 11747 (800) 613-2228 Service Provider Terms and Conditions Canon Financial Services ("CFS") Cost Per Copy Agreement 1. TERM. Canon Solutions America, Inc. ("CSA") shall provide maintenance on the Equipment included in the CFS Cost Per Copy Agreement ("CFS Agreemenr') for the term of the CFS Agreement, including any applicable renewal term, beginning on the date of installation. Capitalized terms not defined herein shall have the meaning set forth in the CFS Agreement. 2. CHARGES. Base Charges and Per Image Charges, including Images in Excess of Covered Images, shall be invoiced in accordance with the CFS Agreement. (a) Toner inclusive Service includes replenishment of Supplies specified in the CFS Agreement and are for exclusive use with the Equipment. If Customer's usage of toner exceeds manufacturer specifications for conventional coverage by more than 10%, CSA may advise CFS to invoice Customer directly for such excess toner. Customer may purchase additional toner from CSA if required during the term. Customer shall bear all risk of toss, theft or damage to unused Supplies, which shall remain CSA's property and shall be returned promptly upon termination of this Agreement. (b) If Customer has specified the Fleet Guaranteed Copy plan in the CFS Agreement, the Base Charge and the Covered Images shall apply to the fleet of Equipment. (c) Unless otherwise indicated on the CFS Agreement, Customer authorizes CSA to use networked features of the Equipment including imageWARE Remote to receive software updates, activate features/new licenses and/or transmit use and service data accumulated by the Equipment over Customer's network by means of an HTTPS protocol and to store, analyze and use such data for purposes related to servicing the Equipment and product improvement. (d) Customer agrees to provide meter readings to CSA, if applicable, in accordance with the Meter Method and/or Meter Reading Frequency specified in the CFS Agreement and CSA's normal procedures. If you selected CSA's eManage website, you shall complete CSA's registration process goveming access to and use of such website. CSA may change Customer's Meter Method and/or Meter Reading Frequency from time to time upon 60 days notice. If CSA does not receive timely meter readings from Customer, Customer agrees to pay invoices that reflect CSA's estimates of meter readings. CSA reserves the right to verity the accuracy of any meter readings from time to time, and to advise CFS to make appropriate adjustments to Customer's account on Customer's next invoice. 3. COVERED SERVICE. CSA shall provide all routine preventive maintenance and emergency service necessary to keep the Equipment in good working order in accordance with this Agreement and CSA's normal practice. Such service shall be performed during CSA's local regular business hours (8:30 A.M. to 5:00 P.M. Monday through Friday, except holidays). (a) Customer shall afford CSA reasonable access to the Equipment to perform on-site service. Customer acknowledges that CSA may not be able to provide maintenance for Equipment outside of CSA's servicing territory. Parts or Equipment replaced or removed by CSA in connection with maintenance services hereunder shall become the property of CSA and Customer disclaims any interest therein. (b) CSA shall make available to Customer, from time to time upgrades and bug fixes for the software licensed as part of the Equipment ("Embedded Software"), but: (i) only if such upgrades and bug fixes are provided to CSA by suppliers of such Embedded Software, (ii) availability of upgrades and bug fixes may be at additional charge, and (iii) installation of such upgrades and bug fixes by CSA if requested by you shall be at additional charge. You are not required to use CSA for installation of any upgrades and bug fixes, but if installation is done by anyone other than CSA, CSA shall have no responsibility for any performance or other issues that may result from such installation. CSA shall also use reasonable efforts to provide Level 1 support for the Embedded Software. Level 1 support consists of providing help -line telephone assistance in operating the Embedded Software and identifying service problems, facilitating contact between Customer and the supplier SER -CPC 023 May 2014 CSA of the Listed Software to rectify such problems and maintaining a log of such problems to assist in tracking the same. Embedded Software as used herein does not include separately -priced application software supplied by CSA to you under any separate acquisition agreement, and support therefor shall be solely governed by the provisions thereof. You acknowledge that CSA is not the developer of any of the Embedded Software or other software and other than the foregoing, support for the software is not provided under this Agreement. 4. NON -COVERED SERVICE. The following services, and any other work beyond the scope of this Agreement, shall be invoiced in accordance with CSA's then current labor, parts and supply charges: (a) replacement of any consumable supply item, including, without limitation, paper, toner, ink, waste containers, fuser oil or staples (except for toner inclusive service to the extent provided in Subparagraph 2(a) above), other media, print heads and puncher dies; (b) repairs necessitated by factors other than normal use including, without limitation, any willful act, negligence, abuse or misuse of the Equipment; the use of parts, supplies or software which are not supplied by CSA and which cause abnormally frequent service calls or service problems; service perfomled by personnel other than CSA personnel; accident; use of the Equipment with non -compatible hardware or software components; electrical power malfunction or heating, cooling or humidity ambient conditions; (c) de -installation, re -installation or relocation of Equipment; (d) repairs to or realignment of Equipment, and related training, necessitated by changes you made to your system configuration or network environment; (e) work which you request to be perforated outside of CSR's regular business hours; or (f) any network/system connection device, except when listed in the CFS Agreement. 5. DATA. Customer acknowledges 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 on you and that exposure or access to the Data by CSA, if any, is purely incidental to the services performed by CSA. Neither CSA nor any of their affiliates has an obligation to erase or overwrite Data upon Customer's return of the Equipment to CSA or any leasing company. Customer is solely responsible for. 0) Customer compliance with applicable law and legal requirements pertaining to data privacy, storage, security, retention and protection; and 01) all decisions related to erasing or overwriting Data. Without limiting the foregoing, Customer should, (a) enable the Hard Disk Drive (HDD) data erase functionality that is a standard feature on certain Equipment and/or (b) prior to return or other disposition of the Equipment, utilize the HDD (or comparable) formatting function (which may be referred to as "Initialized All Data/Settings" function) if found on the Equipment to perform a one pass overwrite of Data or, if Customer has higher security requirements, Customer may purchase from CSA at current rates an available option for the Equipment, which may Include (x) an HDD Data Encryption Kit option which disguises information before it is written to the hard drive using encryption algorithms, (y) a HDD Data Erase Kit that can perform up to a 3 -pass overwrite of Data (for Equipment not containing data erase functionality as a standard feature), or (z) a replacement hard drive 0n which case Customer should property destroy the replaced hard drive). The terms of this section shall solely govern as to Data, notwithstanding that any provisions of this Agreement or any separate confidentiality or data security or other agreement now or hereafter entered into between you and CSA could be construed to apply to Data. 6. CUSTOMER SATISFACTION POLICY. If you are not satisfied with the performance of your Canon or Oci§ brand product, upon your written request, CSA in its sole discretion will repair or replace the product with a like unit with equivalent capabilities. Prior to replacement, CSA shall have had the opportunity to return the product to good working order in accordance with the terms of this agreement. This policy shall apply for 3 years from the date of installation or for the initial term of any CFS Lease, if longer, provided Customer is not in default of this Agreement and such maintenance services have not been canceled or terminated. CUSTOMER AGREES THAT NOTHING IN THIS SECTION WILL ENTITLE CUSTOMER TO TERMINATE THE CFS AGREEMENT. Cust er lnRi s �+ � DteZ& 115 canon CANON SOLUTIONS AMERICA Canon Solutions America, Inc. ("CSA") One Canon Park, Melville, NY 11747 QW 613-2228 ---mmm LEASE UPGRADE, TRADE-IN, RETURN OR BUY-OUT REIMBURSEMENT ADDENDUM TO AGREEMENT # S0387520.01 (the "AGREEMENT") Pacie 1 of 1 Customer ("You"): I Customer Account: 1047792 Buy-out Reimbursement Company: SOUTHOLD, TOWN OF $ to be paid under the circumstances described in Section 1 below. Payable to: ❑ You ❑ Canon Financial Services, Inc. Reason for check issuance: Address: 53095 MAIN RD City: SOUTHOLD I County: SUFFOLK State: NY I Zip: 11971-4642 1 Phone #: 631.765.1891 Email: Iloydr@southoldtownny.gov Lease Upgrade or Buy-out Acknowledgement If this transaction includes a lease upgrade or buy-out to be paid upon delivery and acceptance of the Equipment listed on the Agreement, select one of the following: ❑ Not Applicable ❑ You will return the ui ent to the leasin corn ng equipment 9 company accord) to the terms and conditions of your lease agreement 0 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 Agreemenn Yes ❑ No ❑ ❑ CSA will pick up the equipment for Trade In. List the leasing company and lease number associated with any lease upgrade or buy-out. Leairlg Company Name Ldast:Number' CFS 001-0545927-006 Return Authorization: Please select one: ❑ Trade -In Please note that any applicable trade-in credit is reflected in the periodic tease payments or purchase price as specifled in the Agreement. Eauhxnent Condiaorr ❑ Good working Condition ❑ As is condition ❑✓ Return Equipment to selected Leasing Company 0 Canon Financial Services ❑ Return Equipment to CSA. original order Date Pick -UD Information: 0 Same Date as Delivery of Listed Items specified on the Agreement. Other Specified Date: (but no longer than 30 days after delivery of Listed Items under Agreement) Contact Name: Phone: E -Mail: Special Removal Instructions: Return Item Meter Equipment location, H Contact Name 3 Alt Pick Code Code Description serials di different than above Phones Email Up Date 11GTR 25378003 IR3225 DFH27133 99000 ne care on s our Lloy eisenberg PeCSOUTHOtD NY 11956 631.765.1991 IloydrCscuealdlownny.gov Return Codes: Trade-In:TRD Return to CFS:R-CFS Return to CIT:R-CIT Return to CSA:R-CSA • wart+ u+awuno'-Will urn certask uskeo items pursuant tome Agreement. by your signature below, you agree to supplement the terms of the Agreement as follows: 1. If Buy Out Reimbursement is selected: The Buy -Out Reimbursement indicated above will be paid directly to the designated party by CSA upon installation and testing of the Listed hems and payment to CSA (by you or by the Leasing Company) of the purchase price for the Listed Items. The Buy -Out Reimbursement will be paid for the sole purpose of reimbursement clearly 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 CSNs 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 flied above. You agree to pay CSA'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 lige 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 wig be delivered to CSA (unless specified above that the trade-in is on an 'As le basis) in good working condition, reasonable wear and tear excepted, and (c) you shag make the Trade -In Equipment available for pickup by CSA on the relevant date specified above. If you breach or fail to comply with any of the foregoing, CSA may, without limiting its other remedies under applicable law, return the Trade-in Equipment to you (at your expense both for the return and the original pickup) and rescind, or require you to refund to CSA, promptly upon receipt of CSKs invoice, the full amount of any bade -in credit reflected in the Agreement (which amount shall equal the fait market value of such Trade -In Equipment, as determined by CSA). Return Equipment shall be shipped to the Leasing Company specified above, and CSKs sole obligation is to use commercially reasonable efforts to pick-up and remove the Return Equipment and to arrange, on your behalf and at CSKs expense and risk (but only to the extent of obvious damage in transit), for the shipment of the Retum 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 affiliates has an obligation to erase or overwrite Data upon Your return of the Equipment to CSA or any leasing company. You are solely responsible for: (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 terms of this section shall solely govern as to Data, notwithstanding that any provisions of this Agreement or any separate confidentiality or data security or other agreement now or hereafter entered into between you and CSA could be construed to apply to Data. THIS ADDENDUM SHALL BECOME EFFECTIV T THE SAME TIME AS THE AGREEMENT BECOME EFFECTIVE IN ACCORDANCE WITH THE TERMS THEREOF. EXCEPT AS SUPPLEMENTED HEREBY HE AGREEME _ _ AL��N UAV ANGED AND �L FORCE AND EFFECT. Customer's Authrmz` ee Sion\ure �/K�! PriMe� Nar Title e c% �fDf Date��� �IS SLS -004B May 2014 CSA Canon CANON SOLUTIONS AMERICA Canon Solutions America, Inc. ("CSA' One Canon Park, Melville, NY 11747 (800) 613-2228 SUBSCRIPTION SUPPORT SERVICES AGREEMENT Salesperson / Analyst Linda C Lehman Order Date: 2 1 24 1 2015 Customer Account: 1047792 Related Agreement # (if applicable): 50387520 Company: SOUTHOLD, TOWN OF Agreement Tenn: ❑ Months (max 12 months) @ Lease Term Payment Terms: ❑ Net 30 fa Bill with my CFS Lease Payment El Credit Card: Address: 970 Peconic Lane Recreations 1st Floor City: Peconic State: NY Zip: 11958 Phone #:718.765.1891 Contact: Lloyd Reisenberg Fax #: Requires submission of secure credit card authorization form. Email: Iloydr@southoldtownny.gov Customer P.O. Number. Ordered Qty Item Code Description Price Extended Price 1 2807V116 SUBSCRIPTION SUPPORT SERVICES 6 UNIT BLOCK. F included Total Sales Tax Total Due TERMS AND CONDITIONS (continued on page 2) 1. Term. The tens of this Agreement (the "Term") shall continue until the earlier of (a) the units of Subscription Support Services specified above ("Units") are consumed or (b) for either (as indicated above) the number of months indicated above beginning on the Order Date or the end of the term of the applicable CFS lease. 2. Included Services. Under this Agreement, Canon Solutions America, Inc. ("CSA') will provide to you Subscription Support Services ("Services') consisting of on-site support for CANON and select third party software and hardware solutions. Services will be provided by CSA at the Resource Level based upon your resource selection or description Of the scope of work to be performed. Services will be provided during CSA's local regular business hours (8:30 A.M - 5:00 P.M. Monday through Friday, excluding holidays). Any pre -approved scheduled work beyond these hours will be billed at a premium rate. 3. Effective Rates. Units are available to you under this Agreement based upon the Resource Level utilized to perform the Services: Min Hours Units Per per Resnurra 1 oval u..... n nmurn requiremems n appneaoie (continued on page 2) BY THE SIGNATURE OF YOUR AUTHORIZED SIGNATORY BELOW, YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT, CONSISTING OF 2 PAGES, AND YOU AGREE TO PURCHASE THE NTITY OF UN S SPECIFIED ABOVE, ON THE TERMS AND CONDITIONS ABOVE AND AS CONTINUED ON PAGE 2 HEREOF, Customers Authorized Sigat M\\— V Printed Nam Title l� (..S" G7 Date SER -025 May May 2013 CSA Page 1 of 2 National Consulting and Support CNCSj Engineers 4 8 Production Analyst 4 8 Local Systems Analyst 3 1 Local Systems Engineer 3 1 Product Trainer 2 1 n nmurn requiremems n appneaoie (continued on page 2) BY THE SIGNATURE OF YOUR AUTHORIZED SIGNATORY BELOW, YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT, CONSISTING OF 2 PAGES, AND YOU AGREE TO PURCHASE THE NTITY OF UN S SPECIFIED ABOVE, ON THE TERMS AND CONDITIONS ABOVE AND AS CONTINUED ON PAGE 2 HEREOF, Customers Authorized Sigat M\\— V Printed Nam Title l� (..S" G7 Date SER -025 May May 2013 CSA Page 1 of 2 TERMS AND CONDITIONS (continued from page 1) 4. Utilization Procedure. Services will be provided during the Term when requested by you through the CSA service dispatch center. CSA will determine the appropriate Resource Level(s) to be assigned based on your resource selection or description of the requested Services. CSA reserves the right to reject any request by you if CSA determines that such request is for work beyond the scope of the Services covered by this Agreement or the Resource Levels available hereunder. Units unused upon the expiration of the Tenn are non- refundable. If Services requested by you, or completion of ongoing Services, will require Units in excess of the unused quantity available hereunder, CSA shall notify you in advance of completing the work and you shall instruct CSA to end work or you shall agree to pay for those additional Units at CSA's then prevailing rates. 5. Performance of Services. Services will be performed by CSA personnel or its designee at your business locations located within CSA's servicing area. CSA personnel, while on-site at your premises, shall comply with your reasonable security and other such policies of which CSA has been informed by you in writing. You will provide to CSA's personnel appropriate workspace and other assistance as may be reasonably required for the performance of the Services. You acknowledge that the performance by CSA of Services with respect to any non -CANON hardware or software may be dependent on assistance or cooperation from the third -party manufacturer or developer, including your requirement(s) to purchase any necessary software upgrades or licenses to operate the software. 6. Payment. (a) Unless the "Finance through my CFS Lease" option is selected on page 1 hereof, the total purchase price specified on page 1 hereof is payable in full and in advance within no later than 30 days after the date of CSA's invoice therefore, and CSA shall have no obligation to provide any Services until such payment has been made. If payments are late, CSA may charge you and you agree to pay a late charge equal to the higher of ten percent (10%) of the amount due or ten dollars ($10) as reasonable collection fees, not to exceed the maximum amount permitted by law. (b) If the "Finance through my CFS Lease" option is selected on page 1 hereof, the total purchase price specified on page 1 shall be financed by the lessor (Canon Financial Services, Inc.) through the applicable lease, as provided herein, over the initial term of the applicable lease. 7. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY. CSA WARRANTS THAT IT WILL PERFORM SERVICES HEREUNDER IN A PROFESSIONAL AND COMPETENT MANNER CONSISTENT WITH THE RESOURCE LEVEL UTILIZED. OTHERWISE, CSA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES. CSA SHALL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE EXCEPT TO THE EXTENT CAUSED BY CSA's NEGLIGENCE OR WILLFUL MISCONDUCT. CSA SHALL NOT BE LIABLE FOR EXPENDITURES FOR SUBSTITUTE EQUIPMENT OR SERVICES, LOSS OF REVENUE OR PROFIT, LOSS OR CORRUPTION OF DATA, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, STORAGE CHARGES OR OTHER INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE YOUR EQUIPMENT OR SOFTWARE, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED AND EVEN IF CSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CSA's LIABILITY TO YOU HEREUNDER OR IN CONNECTION WITH THE SERVICES EXCEED THE AGGREGATE AMOUNT PAID BY YOU TO CSA PURSUANT TO THIS AGREEMENT. 8. Non -Solicitation. Throughout the Term and for one (1) year following the expiration or termination thereof, you agree that you will not, directly or through any third party, solicit, offer employment to, hire, interfere with or endeavor to entice away from CSA any individual who is an employee of CSA and who, at any time during the Term, was involved in providing Services to you hereunder. You further agree, with respect to any former employee of CSA who was involved in providing Services to you hereunder, that you will not, directly or through any third party, solicit, offer employment to or hire such former CSA employee at any time during the one (1) year period after he or she ceases to be an employee of CSA. 9. Confidentiality. CSA shall use commercially reasonable efforts during the recruiting, training and supervision of its personnel providing Services to advise that they shall refrain from using except in connection with the Services, and shall not disclose to any third parties, any of your business or financial Information of a proprietary nature. 10. Default. If you fail to pay any amounts within 15 days after the same are due and payable under this Agreement, (or under the CFS lease, if the Units have been financed there under), or if you or CSA fails to perform in any material respect any other obligation hereunder within thirty (30) days after written notice thereof from the other party, the non - defaulting party may terminate this Agreement upon written notice to the other party. Any such termination shall be without limitation of the rights and remedies of the non -defaulting party under applicable law. CSA shall not be required to accept any request for Services, or continue performance of ongoing Services, at any time that any amount is hereunder (or the CFS lease) is due and unpaid. 11. Miscellaneous. This Agreement shall be binding upon the parties upon execution. In rendering Services hereunder, CSA shall be acting as an independent contractor and shall not be deemed your employee or agent. Nothing In this Agreement shall be deemed to create a partnership or joint venture between the parties. This Agreement constitutes the entire agreement between the parties with respect to the Services and shall supersede all prior agreements, if any, between the parties relating to the Services provided hereunder. The parties stipulate that neither of them has made any representation with respect to the subject matter of this Agreement or the execution and delivery hereof except such representations as are specifically set forth herein. No modification, amendment, addendum to or waiver of this Agreement shall be binding upon the parties hereto unless made in writing and duly signed by both parties. Any purchase order utilized by you shall be for your administrative convenience only, and any terms therein which conflict with, vary from or supplement the provisions of this Agreement shall be deemed null and void. A failure of either party to exercise any right provided for herein shall not be deemed a waiver of any right under this Agreement. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the respective parties. This Agreement shall not be assignable by you without CSA's prior written consent, and any attempted assignment without such consent shall be void. If a court finds any provision of this Agreement (or part thereof) to be unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. 12. Choice of Law and Forum. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. ANY AND ALL SUITS COMMENCED BY YOU AGAINST CSA, 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 CITY OF NEW YORK. YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE CITY OF NEIN 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 SUIT BETWEEN THE PARTIES HERETO, OTHER THAN FOR PAYMENT OF AMOUNTS DUE HEREUNDER, SHALL BE COMMENCED, IF AT ALL, WITHIN ONE (1) YEAR OF THE DATE THAT THE CLAIM ACCRUES. THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN THEM. 13. ELECTRONIC ACCEPTANCE. You agree that CSA may accept an electronic image of this Agreement as an original, and that electronic copies of your signature will be treated as an original for all purposes. SER -025 May 2013 CSA Page 2 of 2 Custom ti s V� Date�S canon CANON FINANCIAL SERVICES, INC. ("CFS-) 14904 Collections Center Dr. Chicago, Illinois 60693 GOVERNMENTAL ENTITY Complete Legal Name Municipal Fiscal Funding Addendum Agreement 1 Ni imhar S0387520.01 Agreement Date: 3/2/2015 Southold, Town of THIS ADDENDUM WILL BE OF NO FORCE OR EFFECT IF THE CUSTOMER IS NOT A STATE OR A POLITICAL SUBDIVISION OF A STATE WITHIN THE MEANING OF SECTION 103(C) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. The Customer warrants that it has funds available to pay the lease payments ("Payments") payable pursuant to the lease agreement (the "Agreement") between Customer and CFS until the end of its current appropriation period and warrants that it presently intends to make Payments in each appropriation period from now until the end of the Agreement. The officer of the Customer responsible for preparation of Customer's annual budget shall request from its legislative body or funding authority funds to be paid to CFS under the Agreement. If notwithstanding the making in good faith of such request in accordance with appropriate procedures and with the exercise of reasonable care and diligence, such legislative body or funding authority does not appropriate funds to be paid to CFS for the Equipment, Customer may, upon prior written notice to CFS, effective upon the exhaustion of the funding authorized for the then current appropriation period, return the Equipment to CFS, at Customer's expense and in accordance with the Agreement, and thereupon, Customer shall be released of its obligations to make Payments to CFS due thereafter, provided: (1) the Equipment is returned to CFS as provided for in the Agreement, (2) the above described notice states the failure of the legislative body or funding authority to appropriate the necessary funds as the reason for cancellation; and (3) such notice is accompanied by payment of all amounts then due to CFS. In the event Customer returns the Equipment pursuant to the terms of this Addendum and the Agreement, CFS shall retain all sums paid by Customer. Customer's Payment obligations under this Agreement in any fiscal year shall constitute a current expense of Customer for such fiscal year, and shall not constitute indebtedness or a multiple fiscal year obligation of Customer under Customer's state constitution, state law or home rule charter. Nothing in this Agreement shall constitute a pledge by Customer of any taxes or other monies, other than as appropriated for a specific fiscal year for this Agreement and the Equipment. The undersigned represents and warrants to CFS that all action required to authorize the execution and delivery of this Addendum on behalf of the above referenced Governmental Entity by the following signatory has been duly taken and remains in full force and effect. CFS may accept a facsimile copy of this Addendum as an original for all purposes. ACCEPTED Canon Financial Services, Inc. By Ckstomer Printed N ;' S Title V rS Ca Title Date CFS -2020 (0&12) Canon Canon Financial Services, Inc. Addendum to Agreement for Application # 912498 WHEREAS, Canon Financial Services, Inc. ("CFS") and Town of Southold ("Customer") have determined that it is for their mutual benefit to enter into this Addendum ("Addendum") to the Lease Agreement (whether designated a Lease, Rental Agreement, Master Lease, or otherwise) ("Agreement") for the lease or rental of certain equipment ("Equipment'). NOW, THEREFORE, for good and valuable consideration, intending to be legally bound, the parties hereto hereby agree as follows: Capitalized terms used herein but not otherwise defined herein shall have the respective meanings given to such terms in the Agreement. It is expressly agreed by the parties that this Addendum is supplemental to the Agreement and that the provisions thereof, unless specifically modified herein, shall remain in full force and effect and shall apply to this Addendum as though they were expressly set forth herein. In the event of any conflict or inconsistency between the provisions of this Addendum and any provisions of the Agreement, the provisions of this Addendum shall in all respect govern and control. The terms and conditions paragraph(s) in the Agreement (CFS -1 079 0311 3) are changed as follows: 2. AGREEMENT PAYMENTS: Paragraph 2 is amended by deleting the second and thins sentences and replacing them with the following: "During the initial term the Monthly Base Charge and Per Image Charge will be fixed, however during any renewal period the Monthly Base Charge and per Image Charges are subject to increase pursuant to Service Provider's terms and conditions." 10. INDEMNITY: Paragraph 10 is amended by deleting the paragraph in its entirety and replacing with the following: "CFS is not responsible for any losses or injuries caused by the installation, removal or use of the Equipment except those due to CFS' gross negligence. Customer agrees to 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. MarkView Print Preview - AA NUMBER: S0387520 BRANCH: LAKE SUCCESS DOC... Page 8 of 23 COST PER COPY calmon NO!l.GAF[CELA$LE REkTAZ AGREEMENT CANONFlgAWX3ERVTCE$ lN0 t CANON 101.UTXN7 AMERICA 10ACaladoelow w" .. CFs•1079 CAbgglfti gEms .. S0381520.01' ieoDlz< W WmdU=,WM (COMPANUPALRARM, DBA pkm SOUTHOLD, TOWN _ tcweb"'en 631.765,1891 GADORM CITY 53095 MAIN RD SOUTHOLD SUFFOLK NY 11971.4642 ' cx S70 PECONIC LANE RECREATIONS 1ST FLOOR PECONIC SUFFOLK _NY 11958, CmWForMeWRW mp LloydReisenbero Pte: 631:765-1891 " ,Rb A W SM.1bcOMaf hSdadA. - - .. P Covered MOODY. w M ete Charye Fsazludod IAa1m 7 ma"l �exasbory SaApl ►wenex .Stoat IDaLLe Co�erad bng8at • 67c : NAtlwe aU 6YA1do1. a &Wftl mewHaS�Charpa IRADV4225 3000 0.0143 Included iWRemote TOM TAm1fr rOTAL4 3000 0 0.01430 0700000 4178-00 ObpY t'lae ImAr�vat Q Phol tiddaodY ' FW ApAkWe, TaA dnv1c1F3Uppdaa h dWed NanrRaddMg Freq*mxy P*ftfft bwas'Sa m* ODPOW •BarNa P/vrfWu" SM�ba 1"&700 a"""' a °!"�' p A>ornlar $0.00 Canon Solutions America sae b In erdiASaA.na amet $I auadwy Coe at sem? THIS ASpF$WISEFFECTIYE ALLY I" 51(9'EN50Y BOTH PARTIES. THEEFFECTNEOIITECF"AGREB"T.IS SEIFORT77BEL01N.707{5 AtF1EElBR�NDNCaSICEIABI£ BYC11b',fDNER.. d1BMW 071'5 WAIL ACAON REWIRED TO AUTH"M THE EIIECURONOF MYUWW ONWMtf OF GQMIOHERSY THEFOU..VMG SIGWtTONESWS BEEN WEN.' ACCEPTED AU D CUSTOMER' SIGNATURE CANd1,F IIANCUL EERINCEl�yJa •x 1 Tma. �.. 1 '.I'•vi SG A •''� P Eb*1 A00�eet Tore: rgfolr fti�t.' `/�3 Nmmfeem DOB: am 3 S— ''// v✓.ter— . �/v/� Etedivetlaa: BY'x TV& .. '. iamre Nrre - l'nr re•iaem:mreWSrime,k ACCEPTANCE CERTIFICATE GidanrwRliedla)Ora EtdpnaM ndmed bb bVenk mta dhimptopWAV OWN "600man r6 µ19a7 Yr0er5amtllmn'IO ratlbdtt,A+q1(�bbEy�ICaiOlnoroorA'o�dbT'OedbnrbrdlWNoa7 adtteRApaaeaaL AdaMI�I.OgxBlrAenbV aOwOua bfal lydalPtAperrit , 6¢ry1n' RadaalYAfle Tia(7'�Yk Vele TERMS AND CONDITIONS . LAOIP®EMhCFBmibb Geber,a� apanhd rderbe betdUofb4d_,rb UeldefttaoAMalrsd a1dCb�daefAleCAs.bDbaAade�erdf56GaieiDade,9eibB00,NaaolWr.Nw,trrVOIXEl.its�dAowbdaOoYe.797Attaieel leysa®M PUM �WM�b barA tybm+l� . '60Vama:/. a7mNbeaaan9mdiabd(rVllfah malPAa7bmil . 7. AGEHF.M witroHeT�uao.baavplmtF&aeyar+4�FebrrmaB�Aae:�r4 Waelirmei bnaaa�maryFkmayorwwe�7eawawQl �enaor>aewe9a�amm+nor,slaeebfaalcla (ThyaMfj.OaD.te9MtrlsnaebPndluAdSPVtaI®rimarNMAys°aµ0a9eMUReufgrieReibOeVosA7a bYl b iaesrtr6l00+YbN9't9rElayoaoi(6blMl�el�fnaaamoalndlo�ad Fh£ePaeNlde14e7A'rAr Qtl�e0W4WtebIHdIWAY%Q�e.ba0�'ItaMMNC/t�it.YtiP�17Ir bller�wMl�IdbbOew�f6retb5etlCt Wad�hloMBiltOitl6611s11Jd�fNb oryYooei'OrebdaYfAirbebiamrdllrabgiEm9leraabrtl Obthnaroua9owrahmro�ubgtrdneµmld.deleoaw.sNAmtra7mmvn�nc . tMIEAIOMOriA/M.'Nrk IIFAORaaNF+Pewria0Upf53tto1CulYen�rrdMa4A9ne�dw9bgMw7barmrbilvend9M��dOw4'.badd mll�dredtlrd� u6,t�cmbtsioW. Ide/barAkamlaK aEagdsUdwag6qearoaaabaW weraaCF6 blbdY� uYlwdr; 6YrNnRoM6vNalttdda Ma�raneepd4dael�IbNaaioolYdSdertduded'YwY. Cwbmt elo9addrTrNrLYeddbrdale Nhaydlpe tralEAa46aaafdalagDeet R61rAbai�PaaOePOsgrm�dlabfiP+rhYr3 l7a®OPAPI�fal:TbfamdNAAgemmldrmnraoeYdallty BOe9maAdiussaloCaaWmr.pN/ddekmmib PA AealgaeV4iHWa to be Nwhmprlatpc meµa{a]Oro�0.sDodrid.ie6 YlYa daeaa$tbUimblttr(aIM�V P�terMnwteeblY hfde01rJ 4oaornoaadobmioro6Q Walend Gsb�rMnoryAlbw4mMFAubnIMbRSp=Hd14Wrrt4_ElmlenWmrui Mebz+obrCq.�iutlidhioL pgnaldrae�tiabb+uMMeitlge�fetpiorb l+ardWsntletlbR SEEIiEYERSE FORAT7O/TK?7JAL79A19AND CONOI77ON5. "COMNbb» The MbirrpranvaacwmaN.fit„oradtrxiiedf7VWaFlNMGAl6ENC 1'Yil6irw�A91ow+9x�e9,onadaNWeRaawvda?+ebMaM4 ha dmrrWe R:wmddt.Y^'�bG,`Is.ea►.waa+amaty p.awp prdYpgaaddrVn+.a�afu�taM i+tn.r e.o�rie ,ine.oai4a<dmWdWsMii due+adddahutd<, �BbpAW+alrsdalordddl.00'pACWSW Wbd$sl0�ittaMaeVOMi�iltrA¢LAIbh�IC�moId.GB(.tlKti�1:'ae'yl prlapebreeaaany paldbeUAVTUMEa q.darr�I '16mdetl:A.WraeV4nuAiettlWa9laWen@IrsddOAbeefn4rReA71b�ATAienahtlb>•Amifiodry 9p>'d1:!sif Ib1ArrWiYbP�'r.mdd rdbaeaiedgaadrahmataieaive dhl4�+�NaaB�+wttrtmeddubamlol.WMrorodM4Pee�e7�a. lfaryUMSAapdieJ 6/Csbrm[vmlwb r•=e Oorm"Wbftabnadkrmj ar(�fnptroJimiYmb�tgpr.AdatVa dC�mmroraflremwm�.eeur�sa.Nm W7rP'aPee�asr:lArlk/trmp*.hdekC+mri4 mo6vamberi+YYLam O>aba�gYe7flayaeEtls4abYalrshlm edAUdlltlsbb/illaeµ>Rt 6searNaftmo�afa- 11i0ixaVrrlhuNaMwmehdTaq+'P�rtumbb W��iRkRie6nlrY EeiirworfimblW>•nelh9 order - ueaemerp sleet Yb�uioe4rreWvdoaaaA ndekdGFs'AlmmmrlNa6mriel'sl�9mmloAgr�do-eerapme�eib�bw PbrbbrAOeb . lamps+aMMlaga.ddudn.�ahapka4-d dsWidMdAom6eo/l Mdonfdgwao idR✓IeoR+e6vetlp>,mouMPMebraab4lF raglprl�ba Cuitwha t4 a+7 w f? orbime dvlup.nim.gcarv.W%, ptrnde4mrrq,41 arYyarV•�Y�'a. 9ewOr..Ama v9tnY.na�embasgNrai�!+ dirmedibloeYregarebumfd Ait�O�ageabehtdendW'�LPS�rtm63Aim da�abaieupfehEpeh�La,1r9�•Wa�i' �faflSTeaielYtlr9�e�! d rdrmedAeYdbrayaartaYean 6Sa4Cttfim'mmYONP>'Ye6Nndd.9rMYIBM �fiRb b�r�mN�di7ad mrp'ANenaaede61�raAmrbtiQ�ewtrar0asaq. _ Ge:7ebDdi/IgaAaROArsibebrRa'llraY7YgkwMni uw3med- as+n9bor�ii plu'ea�$alltRaeldnd6lwfmdNAtl9ufih.TlrAMABrySN{LfORA1LITIRPO.S� OEH®ACONIAACTFHtMBRONINE STAIECEt�VJ8tSE1'. TIEi iSIB7O&t7MBCaMANIYEHA:L�00YtTb[i 11EIA1I60F71Hd1AfE0FMfitYJ67SEYM1RWrTO COk71CfaImaPRtlCit�NriACl10eEE1VIffp pIARNd10(6AN0 REW0 111AWSTATEORF®EAN.CWRTIgpI®Ad�CAM0910R&WIRgiC1�NHll �ISFfORAT66'�LE OPUO0,217IESTATEMMANYWARAMOR11tE DIOUWMTQN NREY7C/BLYWIINEOBECTgkBTOTIEali86pCfma AIUONEG MSTOYMAIO EOF FOPUN. WIARANKaI$BYTNEAIfAt!LUTIOIIAIq06!1�ai1196EOf AIWCIS,EYRBACCFI fANfEiilRKf•IF�tWMYENIY NGNT7DAJgiY1RNLNPXlYq ', - RSme7 eegptafisYdeaoaM dsroekV -.,b`e mgdA40awepbwiad76•taodkYWaMrsbairrthiamAdaDbdOoral/a��osldbhafdriid .. a PiIANd Nan: S6Aatvs deuA7e} Dbae AaO�®a Mora: PAKad 9gnrn - 7n16Y - Dab: _ -. ' e http://markview.cusa.canon.com/mvasvue/ultralite/PrintPreview?eid=24479660:1 &etype=... 3/21/2015 MarkView Print Preview - AA NUMBER: $0387520 BRANCH: LAKE SUCCESS DOC... Page, 9 of 23 Womaiowcatowm oe ao ppramuooarmnp��mcs.wnua:e®orgnwomrqupwoS lbm VMEA t OWANeCrnuvtavaaiunaw OMAN... NMUWWArTUAw.a.., - Le.44MEWWMOmim�iQ aMYM. orMWRf�.oe�atplDaaK.betlfaD o�od TWL MDCVNV FRaGEf.FWAUM EAtR�C6 WSf01ERN¢lLfSkF1�8YWANE6AgYRIGNf70ANNY ' ' snotbidtmE4Qaad�rC�nnMauohnsdmgmeetiENa�ppolb•pwipnMOiap�M Fgo�1 TINIpMRSUCfl P1d1GEE04N4 CFadO'!9(�1:71 NNW http://rharkview.cusa.canon.com/mvasvue/ultralite/PrintPreview?eid=24479660:1 &etype=.. 3/21/2015 '- -•MarkView Print Preview - AA NUMBER: S0387520 BRANCH: LAKE SUCCESS D... Page 10 of 23 canon Canon Financial Services, Inc. Addendum to. Agreement. for Application * 912498 WHEREAS, Canon Financial Services, Inc. ('CFS") and Town of Southold ("Customer) have determined that it is for their mutual benefit to enter into this Addendum ('Addendum") to the Lease Agreement (whether designated a Lease, Rental Agreement, Master Lease, or otherwise) ("Agreement") for the lease or rental of certain equipment ( Equipment ). NOW, THEREFORE, for good and valuable consideration, intending to be legally bound, the parties hereto hereby agree as follows: Capitalized terms used herein but not otherwise defined herein shall have the respective meanings given to such terms in the Agreement. it is expressly agreed by the parties that this Addendum is supplemental to the Agreement and that the provisions thereof, unless specifically modified herein, shall remain in Lull 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 shad in all respect govern and control. The terms and conditions paragraphs) in the Agreement (GFS -1078 03113) are changed as follows: 2. AGREEMENT PAYMENTS: Paragraph 2 is amended by deleting the second and third sentences and replacing them with the following: 'During the initial term the Monthly Base Charge and Per Image Charge will be Toed, however during any renewal period the Monthly Base Charge and per Image Charges are subject to increase pursuam to Service Provider's terms and conditlons." 10. INDEMNITY: Paragraph 10 is amended by deleting the paragraph In its entirety and reptacing wilh the following: "CFS is not responsible for any tosses 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 tosses or injuries (inducting attomeys' fees and costs) caused by the Equomerti. 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 (or all purposes. THIS ADDENDUM SHALL BE EFFECTIVE WHEN IT HAS BEEN SIGNED BY CUSTOMER AND ACCEPTED BY CFS. http //markview.cus'a.canon.com/mvasvue/ultialite/PrintPreview?eid=24479660:1&etype=... 3/21/2015 MarkView. Print Preview - AA NUMBER: 50387520 BRANCH: LAKE SUCCESS D... CANON FINANCIAL SERVICES, INC. cCFsI Municipal Fiscal Funding Addendum 14904 Collections Center Dr. Agreement 4 Chicago, Ifinois 6066 Number. S0387520.01 Agreement 302015 GOVERNMENTAL ENTITY Cornoete legal Name Southold, Town of rcustomen THIS ADDENDUM WILL BE OF NO FORCE OR EFFECT IF THE CUSTOMER IS NOT A STATE OR A POLITICAL SUBDIVISION OF A STATE WITHIN THE MEANING. OF SECTION 103(C) OF THE INTERNAL REVENUE CODE OF 1988, AS AMENDED. The Customer warrants that it has funds available to pay the lease payments ("Payments") payable pursuant to the lease agreement (the "Agreement") between Customer and CFS until the end of its current appropriation period and warrants that it presently intends to make Payments in each appropriation period from now until the end of the Agreement. The officer of the Customer responsible for preparation of Customer's annual budget shall request from its legislative body or funding authority funds to be paid to CFS under the Agreement If notwithstanding the making in good faith of such request in accordance with appropriate. procedures and with the exercise of reasonable care and diligence, such legislative body .or funding authority does not appropriate funds to be paid to CFS for the Equipment, Customer may, upon prior written notice to CFS, effective upon the exhaustion'of the funding authorized for the then current appropriation period, return the Equipment to CFS, at Customer's expense and in accordance with the Agreement, and thereupon, Customer shalt be released of its obligations to make Payments to CFS due thereafter, provided: (1) the Equipment is returned to CFS as provided for in the Agreement, (2) the above described notice states the failure of the legislative body or funding authority to appropriate the necessary funds as the reason for cancellation; and, (3) such notice is accompanied by payment of all amounts then due to CFS. In the event Customer returns the Equipment pursuant to the terms of this Addendum and the Agreement, CFS shall retain all sums paid by Customer. Customers 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 Customers state constitution, state law or home rule charter. Nothing in this Agreement shall constitute a pledge by Customer of any taxes or other monies, other than as appropriated for a specific fiscal year for this Agreement and the Equipment The undersigned represents and warrants to CFS that all action required to authorize the execution and delivery of this Addendum on behalf of the above referenced Govemmentat 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 nanclal 5ervicegi, Inc. tomer Tide f��f(�Q�GYx-!� Printed N S Date — Tit CFS -2020 (06112) Page 15 of 23 —S http://markview.cusa.canon.coni/mvasvuelult,ralitelPrintPreview?eid=24479660:1 &etype=... 3/21/2015 1_ MarkView Print Preview - AA NUMBER: S0387520 BRANCH: LAKE SUCCESS D... Page 11 of 23 Canon Service Provider Terns and Conditions C4NONSOIIIrIONS AMEiOtA Carton Ftnanciat Secmices ("CFS'7 Cost QST Copy Agret ment Carton, Sohdions America, Inc. (CSA") OrwCansn Park, Melville. W 11747 (800)8112228 t: - TERM, Canon Solutions America, Inc. CUM) shad provide maintenance on the Equipment included In the CFS Cost Per Copy Agreement rCFS Agreement) for the term of the CFS Agreement, inciWag any appftbfe reneNttt term, beginning an the date of Installation. Capitedzed terns not defined herein shad have the meaning set forth In the CFS Agreement I CHARGES. Base Charges and Per Image Chargee, including Images in Excess of Covered,images, shall be irwoked in accordance vpdh the CFS Agreement. (a) Toner Inclusive Service includes replenistxmerd of Supplies specified in the CFS Agreement and are for SV&ft use with the Equipment. If Customer's usage of toner exceeds manufacturer specifications for egrvendanal eoverageby more than 10%, CSA mal advise CFS to brat . Customer direly for such mweW loner. Customer may purchase additional tooter from CSA If required during the term. Customer shat bear all Ask of On, theft or damage to urtlHed Supplies, which shall remain CSA% property End shad be returned promptly upon termination of this Agreement. (b) It Customer fres specified the Fleet Guaranteed Copy pian in the CFS Agreement, the Bese Charge and the Covered Images shag appy to the feet of Equipment. (c) Unless ottervase Indicated on Rne CFS Agreement, Cusbmer sultaues CSA to use nahaorlred features of the Equiporie t Including imageWARE Remote to roosive safh+ere updates, activate ftraUtrerrrew niceness and/or inatsnpft use and service data accumulated by the Egolpmerd over Custanees oehvork by means of an HTTPS protocol and to store, analyze and use such data for purposes releted.to Servicing the Equipaw t and produd knprovanent. (d) Customer agrees to provide meta readings to CSA. If applicable, in accordance will the Meter Method and/or Meter Reading Frequency specified In the CFS Agreement and CSAs nowtal vacedures, It yeu selected CWa eManage website, yotr shag complete CSA's registration P=M governing access bard use of such website. CSA may change Customers Mester Method ardror Meter Rearing Frequency from Wm to tlme upon 80 days notice. If CSA does nm receive timely meter readte from Customer, Custom agrees to pay invnsices That reflect CSA's eaammta of meter readings. CSA reserves the right to verily the accuracy of any meter readings from time to time, and to advise CFS to make appropriate adjustments, to CusWWG account on Chataners next 3. COVERED SERVICE. CSA shag provide all.routine prauemive nmintenanas and emergency service necess" to keep the Equipment m good warWng order in accordari ®wilt this Agreement amt CSR's normal practice Sues service shad be performed during CSA's Most regular bDbhess hums (8:30 A.M. to 5:00 P.M. Monday trough Friday, except holdlays). (a) Customer shalt afford CSA reasonable access to the Equipment to Perform on-site service. Cusbaner acknowledges Ural CSA may not be able to provide maintenance for Equipment "We of CSA's servicing hmuntory. Parts a Equipmeta replaced or removed by CSA in connection With maintenance services hereunder shag became the property of CSA .and Customer disciahm any Interest ththein. (b) CSA shall make avalabte to Customer. from time to time upgrades std bug fixes for the solh-are licensed as part of the Egoipmem ('Embedded Software}, but: p) only It such upgrades and bug rotes are prouitled to CSA by suppliers of such Embedded Sortvrare. Qi) availability of upgrades and hug fixes may be at additional charge, and (ol) Installation of such upgrades, and bug fires by CSA It requested.by you shag be at additional charge. You are not required to use CSA for irts401MUM of ami upgrades and bug lboea, but If Installation is done by anyone Oliver than CSA, CSA shall have no responsibiity for any perform IUM or other Issues that may result from such Installation. CSA shat Idea, use reasonable efforts to provide Level 1 shrPporl for uta Embedded Sofiwsm. Level 1 support consists of proviQkng help-ikre telephone assistance In operating the Embedded Software and identfykxg seMce ptohlens, fecigtaling contact tre"ree , Customer and the supplier SER -CAC 023 May 2014 CSA of the Listed Sohware to rectify such problem and maimainkng a log of such problems to assist In tracking the same. Embedded. Software - used hetem does ra include separately -prig apptxa8on Software supplied by CSA to you under any separate Mulliltion agreement, and support therefor shall be solely governed by the provisions thereof. You acknoWedge that CSA is not the developer of any of the enwded SogNare orother software and other than the foregoing, support for the saftwe Is not provided under this Agreement. 4. NONZOVERED SERVICE. The fokwing services, wW any other work bayou the scope of ft Agreement, slued be invoiced in accordance v4% CSR's turn current latwr, parts and supply dhargea (a) repNoenrerd of any wasutnoe supply den, kadlbg,'htttoUt gmdatlon, peW. tong, ink( waste containers. fuser al or staples; (except for toter indushra senme to the extent provided in Subparagraph 2(a) above), other meds, print: treads and pundfer des; (A) repairs neroeWa4ed by (adore other than normal use Including, rdtneut Imilaion, any vqi W act, negligence, abuse or misuse of the EgWpmaht the use of pads, supplier orsogware which tae not suppled by CSA arhd vduidt cause abnomlafiy, frequeN service ratls or service pftl0mis; service pedomted by WIldralel other CJett CSA P0111-4 accident use of the ft4wmd vvih non-eompall tpr*m or software components: elecldral power mal unction or heating, cooling or humidity anmbfei condlgors` (e) de-irotaueibn, re nstalldon or raboadon of Equipment; (d) repaks.to or nw8gnmant of Equipment, and totaled trkig, necessitated by changes you made to your systan ow4uaaton or tbhuork e wimi anent: (e) work which you request m ba pgtamod adside otCSA's - reguler buNMas ho= of M any rWbNorlusyateM contnecton devlbe. except whertisfad In the CFS Agreement S DATA. 'Customer advcwfadges that rte hard ddve(e) an the Equipment including attached devices. may, retain "as. contort or o@ar data that you may store for purposes of normal operation of the Equipment ('penal You admoMedge that CSA is not storing Data, on "all on you and that exposure orad ess to the Oats tri CSk 9 airy, is purely incidental to the danic s performed by (SAu. Neither CSA nor any of their affiliates has an obligation to erase or ovawvite tate upon Custer Wa ratum of the Eghrpment to CSA or any leasing romparv. Customer IS solely responsible for: W Customer compflance, v*h applicable law and legal requinemenhi pertaining to date privacy, storage, security. retention and protection: and pQ all dedetors related to eraskg or menwnlhg Dab. Without Inviting the foregoing. Customer should, (a) enable the Hard Disk Drive (HDD) data erase Mtdionaigy that is a standard feature on Certain Equipment and/or (b) prior to rahar of other dsplsitlod of the Equipment. tgdize the HW (or comparable) formatting Glutton (which may be referred to as 'Indlalzed Ali DaWSeitirhgs' hmpion) if to nd on the Equipment to perform a one pass overwrite, of Data or, H Walomer hos higher security requirements, Customer may purchase from CSA at wment rales an available option for Me EgUipreent, Wish may Include U4 an HDD Data Encypilvn Jit option which disguises information before t is writen to the Chard drive using encroon algorithms, M a too Data Erne lfa that can perform up to a Uass ovenwile of Data (fon Equipment not containing date areae fhuuchonal ty ha a standard feature), or (z) a• replacement hard dim, M xirich ease Customer should property destroy the replaced hard adore). The terns of this section shat solely govern as to Dab, no(withstannding that any proviaraea of this Agreemerd-or arty separate confident!" or data seamy or other agreement now or hereafter arrtered Into between you and CSA could be construed to appy to Data, 8, CUSTOMER SATISFACTION POLICY, If you are not, satisfied With the performance of your Canon or Oee brand product, upon your whiten request, CSA In ifs sate discretion vA repair or replace the pmductwitfr a like unit vflh ellufvalerd eapabiAtea. Prior to replacement CSA shall have had the opportunity to return the product to good vmvrkkV order in accordance with the terms of this agreement. Thfs policy &had apply fa 3 yeas Gem The date of installation or for the kits( farm of any CFS Lens, If longer, provided Customer is not In default of ink Agreement and such makxtenence services lave not been canceled a temtYtated. CUSTOMER AGREES THAT NOTHING IN THIS SECTION WILL ENTITLE CUSTOMER TO TERMINATE THE CFS AGREEMENT. $Care. 0l�5 http://markview.cusa.canon.com/mvasvuelultralite/PrintPreview?aid=24479660:1 &etype=... 3/21/2015