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Canon Solutions America - Acquisition Purchase & Maint Canon CANON SOLUTIONS& RICA 300 COMMERCE SQUARE BLVD a Page 1 of 1 REPRESENTATIVE ANONYMOUS BURLINGTON,NJ 08016 800-613-2228 www.csa.canon.com MAINTENANCE AGREEMENT Bill To: 1622770 Ship To: 1622770 CITY OF RANCHO PALOS VERDES CITY OF RANCHO PALOS VERDES 30940 HAWTHORNE BLVD 30940 HAWTHORNE BLVD RANCHO PALOS VERDES CA 90275-5391 RANCHO PALOS VERDES CA 90275-5391 United States United States Contract# Billing Cycle Meter Cycle Start Date Expiration Date 1913783 Month Month 07/31/2018 07/30/2019 Canon Solutions America,Inc.("CSA")agrees to furnish service to the Customer("you")for the Equipment listed below,subject to the terms and conditions herein and on the included Terms and Conditions documents. . Model Serial Start Meter Covered From To Overage Base Description Number Volume Overage Overage Rate Charge Level Level per Image • IRADVC7260 ULK02659 MAINTENANCE COPIER SUPPLY 0 INCLUSIVE SERVICE PROGRAM CLR USAGE 1 -- 0.081470 BW USAGE 1 -- 0.010910 Payment Option: Total $ 0.00 ❑ P.O. Applicable taxes will be applied P.O.Number: ❑ Credit Card For security purposes please do not include credit card account number.A CSA representative will contact you to obtain your credit card information. Contact Name: Phone#: E-mail: BY YOUR SIGNATURE BELOW,YOU AGREE TO PURCHASE THE MAINTENANCE SERVICES SPECIFIED ABOVE.YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT, CONSISTING OF 2 PA ;S INCLUD THIS FACE PAGE.THE ADDITIONAL TERMS AND CONDITIONS ON PAGE 2 HEREOF AND IN ANY ADDENDUM(S)HERETO,ARE INCA- OR 4 E �D 'r : A PART Of THIS 'GREEMENT. I if i IN / „..) . _do." Customer's Authorized Signature ', '" 9 �� '4 .# /IF Printed Name "Si[M1 .t iii Title "D3(7LrN CX1 ( D & eate I CUSTOMER COPY Caftan ACQUISITION AGREEMENT LEASE OR PURCHASE *National IPA* CANON SOLUTIONS AMERICA # S0336175.02 Canon Solutions America, Inc.("CSA") One Canon Park,Melville, NY 11747 (800)613-2228 Salesperson Mendez Order Date:9 l8 /2014 Customer("you"): Customer Account: 1622770 Ship To: Customer Account: 1622770 Company: CITY OF RANCHO PALOS VERDES Company: CITY OF RANCHO PALOS VERDES Address: 30940 HAWTHORNE BLVD Address: 30940 HAWTHORNE BLVD City: RANCHO PALOS VERDES County:LOS ANGELES City: RANCHO PALOS VERDES County: LOS ANGELES T � State: CA jZip: 90275-5391 Phone#: 310.544.5311 State: CA Zip: 90275-5391 Phone#: 310.544.5311 Contact: Dan Landon 1 Fax#: Contact: Dan Landon Fax#: Email: danl@rpv.com Email: danl@rpv.com Lease or Purchase: ❑ You agree to lease the items listed below or in any addendum(s) to this Agreement from the Leasing Company identified below, at the fixed periodic lease payments indicated below or in any addendum(s)to this Agreement and for the fixed term specified in the lease agreement between you and the Leasing Company. Delivery to you of the items specified is contingent on you signing a lease agreement with the Leasing Company. ❑ Canon Financial Services, Inc. ❑ Other (Name of Leasing Company): 2 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 Equipment. Supplies and Licenses of Application Software with listed third party support contracts: Periodic Lease Item Product Description Qty Unit Price Payment or Code Purchase Price 57748009 IMAGERUNNER ADVANCE C7270 SET 2 38,426.00 5789B001 STAPLE FINISHER-L1 2 Included 57988003 PCL PRINTER KIT-AS1 ELAN 2 Included 5799B005 PS PRINTER KIT-AS1 ELAN 2 Included 5595B001 ADDITIONAL MEMORY TYPE D(512MB) 2 Included 1972V073 ESP NEXT GEN PCS POWER FILTER(120V/20A) XG-PCS-200 2 Included 2368V126 INSTALL PAK C7000&C9000 2 included 2368V120 MID VOLUME CONNECTIVITY 30+PPM UP TO 79PPM 2 Included This transaction shall be governed in all respects by the Terms and conditions of contract#CP-002-13 dated 10-1-2013 between Canon Solutions America,Inc. and DuPage County and any terms and conditions which conflict with, vary from or supplement the Agreement terms shall be deemed null and void. Payment Terms Other Requirements subtotal from 0.00 Supplemental Addendum ElCheck with Order Check# Subtotal 38,426.00 ❑ P.O. Required Net 30 P.Q.# Delivery/Install 0.00 ❑ Lease ❑ Tax Exempt Sales Tax LI Other (Attach Certificate) Total ❑ Credit Card: ❑ Customer Declines Deposit 0.00 Maintenance Agreement Requires submission of secure credit card authorization form. Balance Due Shipping Instructions Customer Delivery Information Customer IT Contact Information ShipVia: This individual may be contacted for Name Dan Landon Email danl@rpv.COm network connectivity. Hours of Operation 9-5 Phone 310.544.5311 Earliest Date for Delivery: 9 /11 /2014 Name Dan Landon Number of Steps Phone 310.544.5311 Special Delivery/Installation Instruction Elevator Yes ❑ No EEmail danl@rpv.com Loading Dock Yes ❑ No Ej BY YOUR SIGNATURE BELOW,YOU AGREE TO LEASE OR PURCHASE,AS SPECIFIED ABOVE,THE ITEMS LISTED ABOVE OR IN ANY ADDENDUM(S)TO THI'. - AGREEMENT. YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT, CONSISTING OF TWO PAGES INCLUDING THIS FACE PAGE. TH., \k ADDITIONAL TERMS AND CONDITIONS ON PAGE 2 HEREOF AND IN ANY ADDENDUM(S) HERETO ARE INCORPORATED AND MADE PART OF ..I' AGREEMENT ' Customer's Authorized Signature ��f� 7 ha Pnnted Name Ca_._.taco,Y 1rZln ?e*rl1� Title AQt\CC. Iv\Ckt ..fsm Date VjaNt Vt.1 SLS 004N—May 2014 CSA ADDITIONAL TERMS AND CONDITIONS # S0336175.02 These are the additional terms and conditions referred to on the face page to which they WARRANTY,EXPRESS OR IMPLIED,INCLUDING IMPLIED WARRANTIES OF are attached.Such face page and addendum(s),collectively with these terms and conditions, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,WITH RESPECT TO the°Agreement.° LISTED SOFTWARE OR WITH RESPECT TO NON-CANON BRAND EQUIPMENT.OTHER 1. LEASE OR PURCHASE PRICE AND PAYMENT.You agree to lease or purchase the THAN AS SET FORTH iN THIS SECTION 2,CSA EXPRESSLY DISCLAIMS AND EXCLUDES units of equipment and supplies(the'Equipment')and licenses of application software with ANY AND ALL WARRANTIES,EXPRESS OR IMPLIED,INCLUDING IMPLIED WARRANTIES third party support contracts(the'Listed Software°and,together with the Equipment,the'Listed OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE RELATING-0 THE Items"),in each case as indicated on the face page hereof or in any addendum(s)hereto.(a)If USE OR PERFORMANCE OF THE LISTED ITEMS. you have elected to purchase the Listed Items,the total purchase price specified in the 3. DATA.You acknowledge that the hard drive(s)on the Equipment,including attached Agreement,including sales taxes and deliveryfinstallation charges,is due and payable in devices,may retain images,content or other data that you may store for purposes of normal accordance with the payment terms of this Agreement.If payments are late,(i)you shall pay operation of the Equipment(°Data').You acknowledge that CSA is not storing Data on your the actual and reasonable costs and expenses of collection incurred by CSA,including the behalf and that exposure or access to the Data by CSA,if any,is purely incidental to the maximum attomey's fees permitted by law and(ii)CSA may charge you and you agree to pay, services performed by CSA.Neither CSA nor any of their affiliates has an obligation to erase or a late charge equal to the higher of five percent(5%)of the amount due or$10 as reasonable overwrite Data upon your return of the Equipment to CSA or any leasing company.You are collection fees,not to exceed the maximum amount permitted by law. (b)If you have elected to solely responsible for:(i)your compliance with applicable law and legal requirements pertaining lease the Listed Items,CSA shall sell the Usted Items to the Leasing Company subject in all to data privacy,storage,security,retention and protection;and(ii)all decisions related to respects to the warranty limitations and disclaimers and limitations of liability in this Agreement. erasing or overwriting Data.Without limiting the foregoing,you should,(a)enable the Hard Disk You shall enter into a lease agreement with the Leasing Company providing,in addition to such Drive(HDD)data erase functionality that is a standard feature on certain Equipment and/or(b) terms and conditions as the Leasing Company shall require,for fixed periodic lease payments prior to return or other disposition of the Equipment,utilize the HDD(or comparable)formatting indicated herein over a fixed lease term as specified in the lease agreement. function(which may be referred to as'Initialized All Data/Settings'function)if found on the Delivery/installation charges,if separately itemized in this Agreement,are due and payable in Equipment to perform a one pass overwrite of Data or,if you have higher security requirements, accordance with the payment terms of this Agreement.You are responsible for payment of you may purchase from CSA at current rates an appropriate option for the Equipment,which sales or use taxes on monthly rentals if applicable,even if not specified in this Agreement. may include(x)an HDD Data Encryption Kit option which disguises information before it is (c)In addition to the amounts shown in this Agreement,you shall pay CSA's rates for any written to the hard drive using encryption algorithms,(y)a HDD Data Erase Kit that can perform special rigging for delivery and installation when CSA notifies you of in advance,subject to your up to a 3-pass overwrite of Data(for Equipment not containing data erase functionality as a approval. (d)CSA will,at no additional charge,install all Equipment in accordance with its standard feature), or(z)a replacement hard drive(in which case you should property destroy normal practices and requirements. Maintenance and any other post-installation support of the replaced hard drive).The terms of this Section 3 shall solely govern as to Data, Equipment,and for all software licensed as part of the Equipment and not listed herein as notwithstanding that any provisions of this Agreement or any separate confidentiality or data Usted Software is not covered by this Agreement,and will only be provided by CSA if a security or other agreement now or hereafter entered into between you and CSA could be separate maintenance agreement is entered into and to the extent provided therein. Installation construed to apply to Data. of Listed Software may be conditioned on a separate statement of work covering the scope and 4. SECURITY.As security for the payment of all amounts due to CSA,you hereby grant to schedule of installation,configuration options,responsibilities of each party,and other matters, CSA a security interest in the Listed Items.To the extent permitted by applicable law,you which shall solely govern as to the matters covered therein. Additional charges may apply for hereby authorize CSA to file with the appropriate governmental authorities any and all financing work beyond the initial scope described in such statement of work. CSA shall make available to statements necessary to evidence or perfect CSA's security interest in the Listed Items. you from time to time upgrades and bug fixes for the Listed Software,but:(i)only if such 5. WARRANTY OF BUSINESS PURPOSE.You represent and warrant that that the upgrades and bug fixes are provided to CSA by suppliers of such software,(ii)availability of Equipment will not be used for personal,family or household purposes. upgrades and bug fixes may be at additional charge unless covered by separate support 6. LIMITATION OF LIABILITY.CSA SHALL NOT BE LIABLE FOR PERSONAL INJURY OR contract purchased by you,and(iii)installation of such upgrades and bug fixes by CSA if PROPERTY DAMAGE EXCEPT TO THE EXTENT CAUSED BY CSA'S NEGLIGENCE OR requested by you shall be at additional charge. You are not required to use CSA for installation WILLFUL MISCONDUCT.CSA SHALL NOT BE LIABLE FOR LOSS OF PROFIT OR OTHER of either Listed Software or for any upgrades and bug fixes,but if installation is done by anyone SPECIAL,INDIRECT,INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF other than CSA,CSA shall have no responsibility for any performance or other issues that may THE USE OF OR INABILITY TO USE THE LISTED ITEMS,REGARDLESS OF THE LEGAL result from such installation. CSA shall also use reasonable efforts to provide Level 1 support THEORY ON WHICH THE CLAIM IS BASED AND EVEN IF CSA HAS BEEN ADVISED OF for the Listed Software for so long as a CSA maintenance agreement for the related Equipment THE POSSIBILITY OF SUCH DAMAGES. remains in effect,except that for certain Usted Software,Level 1 support shall be provided only 7. CHOICE OF LAW AND FORUM.THIS AGREEMENT SHALL BE GOVERNED BY AND if a separate support contract has been purchased by you and for so long as it remains in effect. CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.YOU Level 1 support consists of providing help-line telephone assistance in operating the Listed CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL Software and identifying service problems,facilitating contact between you and the supplier of COURT LOCATED WITHIN THE CITY OF NEW YORK UPON SERVICE OF PROCESS the Listed Software to rectify such problems and maintaining a log of such problems to assist in MADE IN ACCORDANCE WITH THE APPLICABLE STATUTES AND RULES OF THE STATE tracking the same. You acknowledge that CSA is not the developer of any of the Listed OF NEW YORK OR THE UNITED STATES.ANY AND ALL SUITS COMMENCED BY YOU Software and other than the foregoing,support for Listed Software is not provided under this AGAINST CSA,WHETHER OR NOT ARISING UNDER THIS AGREEMENT AND Agreement.(e)CSA reserves the right to withhold shipment of the Listed Items(i)until you REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH SUITS ARE BASED,SHALL make full payment of the total price specified in this Agreement or to revoke any credit extended BE BROUGHT ONLY IN THE STATE OR FEDERAL COURTS LOCATED WITHIN THE CITY to you because of your failure to pay any amounts when due or for any other reason affecting OF NEW YORK.YOU HEREBY WAiVE OBJECTIONS AS TO VENUE AND CONVENIENCE your creditworthiness,or(ii)until you enter into a lease agreement with the Leasing Company OF FORUM.ANY SUIT BETWEEN THE PARTIES HERETO,OTHER THAN ONE SEEKING and the Leasing Company commits to full payment of the purchase price agreed to between PAYMENT OF AMOUNTS DUE HEREUNDER,SHALL BE COMMENCED,IF AT ALL,WITHIN CSA and the Leasing Company.If at any time prior to shipment,CSA discovers any mistake in ONE(1)YEAR OF THE DATE THAT THE CLAIM ACCRUES.THE PARTIES IRREVOCABLY pricing or Equipment configuration for any Listed Item(s),CSA reserves the right to notify you of WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN THEM. the mistake in writing,and such notification will constitute the non-acceptance of this Agreement 8. GENERAL.This Agreement shall be binding on you upon your signature and on CSA by it with respect to such Listed Items without liability. upon the delivery of any of the Listed Items.All provisions of this Agreement including Section 3, 2. LIMITED WARRANTY.For ninety(90)days after the date of the original delivery of Canon which by their nature can be construed to survive the expiration or termination of the Agreement brand Equipment,CSA warrants that under normal use and maintenance conditions all such shall so survive.This Agreement,together with any related CSA credit application,constitutes Equipment will be free from defects in material and workmanship.Warranty claims must be the entire agreement between the parties with respect to the furnishing of the Listed Items, made in writing by you to CSA no later than five(5)business days after the expiration of the superseding all previous proposals and agreements,oral or written.No lease agreement warranty period.CSA's obligations under this warranty are limited solely to repair or entered into between you and the Leasing Company with respect to any Usted Items shall be replacement(at CSA's sole option)of such parts as are proven to be defective upon CSA's binding on CSA in any respect or affect your rights or CSA's obligations hereunder.Any inspection.This warranty does not extend to,and you shall pay,CSA's labor,parts and supply purchase order utilized by you shall be for your administrative convenience only,and any terms charges for(a)repairs resulting from service visits required as a result of inadequate operation therein which conflict with,vary from or supplement the provisions of this Agreement shall be of the Listed Items(e.g.,CSA technician is dispatched to rectify a problem described in the deemed null and void.No representation or statement not contained on the original of this operator manual),(b)repairs necessitated by factors other than normal use including,without Agreement shall be binding upon CSA as a warranty or otherwise,nor shall this Agreement be limitation,(i)any willful act,negligence,abuse or misuse of the relevant Equipment,(ii)the use modified or amended except by a writing signed by you and a designated representative of of parts,supplies or software not supplied by CSA and which cause abnormally frequent service CSA.If a court finds any provision of this Agreement(or part thereof)to be unenforceable,the calls or service problems,(iii)service performed by personnel other than CSA service remaining provisions of this Agreement shall remain in full force and effect.This Agreement technicians,(iv)transportation of the Equipment,(v)accident or casualty,and(vi)electrical shall not be assignable by you without CSA's prior written consent,and any attempted power malfunction or heating,cooling or humidity and ambient conditions,or(c)re-installation assignment without such consent,which shall not be unreasonably withheld,shall be void; of the Equipment. except that you may,as described above,assign to your leasing company your right to acquire YOU EXPRESSLY ACKNOWLEDGE THAT THE LIMITED EQUIPMENT WARRANTY the Listed Items and your warranty rights hereunder,but your other rights hereunder,are not CONTAINED IN THIS AGREEMENT DOES NOT ASSURE UNINTERRUPTED OPERATION assignable to the leasing company and such assignment shall not relieve you of any of your AND USE OF THE LISTED ITEMS.CSA SHALL,UPON REQUEST,FURNISH TO YOU obligations hereunder.You expressly disclaim having relied upon any representation or WITHOUT RECOURSE ANY END USER WARRANTIES MADE BY THE MANUFACTURER statement concerning the capability,condition,operation,performance or specifications of the OF THE LISTED SOFTWARE OR ANY NON-CANON BRAND EQUIPMENT.CSA MAKES NO 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 This transaction shall be governed in all respects by the Ts&Cs of copies of your signature will be treated as an original for all purposes. contract#CP-002-13 dated 10-1-2013 between CSA and DuPage SLS-004N May 2014 CSA County and any Ts&Cs which conflict with,vary from or supplement Page 2 Customer initials Date the Agreement terms shall be deemed null and void. r I f7/7 I Cauou ADDENDUM TO ADD ADDITIONAL EQUIPMENT TO ACQUISITION AGREEMENT#S0336175.02(the "Agreement") CANON SOLUTIONS AMERICA Canon Solutions America,Inc.("CSA") One Canon Park,Melville, NY 11747 (800)613-2228 Mark Mendez 9 9 2014 Salesperson Order Date: 1 J Customer("you"): Company:CITY OF RANCHO PALOS VERDES Contact:Dan Landon Address:30940 HAWTHORNE BLVD Phone: 310.544.5311 Fax: City:RANCHO PALOS VERDES State:CA Zip:90275-5391 E-Mail: danl@rpv.com PLEASE PRINT 411 Equipment.Supplies and Licenses of Application Software with listed third party support contracts and Ship To locations and contacts Periodic Item Unit Payment! Ship To location Elev. #of Load Contact Name Code Product Description Qty Price Purchase (if different than above) (yin) SteDock &Phone Number E-Mall P (y/n) Price IntSupplies Pre-install supplies installed 2 Included in machine PAPER DECK UNIT-CI 3880B002 2 Included • Carry forward to Face side of Agreement Subtotal BY YOUR SIGNATURE BELOW, YOU AGREE TO LEASE OR PURCHASE,AS SPECIFIED ON THE FACE PAGE OF THE ACQUISITION AGREEMENT,THE ITEMS LISTED ABOVE, IN ACCORDANCE WITH ALL OF THE TERMS AND CONDITIONS OF THE ACQUISITION AGREEMENT.THIS ADDENDUM SHALL BECOME EFFECTIVE AND BINDING AS PROVIDED IN PARAGRAPH 8 OF THE ADDITIONAL TERMS AND CONDITIONS OF THE ACQUISITION AGREEMENT. EXCEPT AS PROVIDED HEREIN,THE ACQUISITION AGREEMENT SHALL REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT. Customer's Authorized Signature 9 Printed N meCcktt'x e icu\ Title ACK k C 1k-NAA C.A (r Date_alt\"' SLS-004A May 2014 CSA Cd11011 MAINTENANCE AGREEMENT CANON soumoNSAMERICA Related Acquisition Agreement# SO336175.02 Canon Solutions America,Inc.("CSA") One Canon Park, Melville,NY 11747 (800)613-2228 Salesperson Mark Mendez Order Date: 9 / 9 / 2014 Customer(-you ), Customer Account pnaent+Location Customer Account: Company: CITY OF RANCHO PALOS VERDES Company: CITY OF RANCHO PALOS VERDES Address:30940 HAWTHORNE BLVD Address: Please View Below City: RANCHO PALOS VERDES County: LOS ANGELES City: County: State: CA Zip:90275-5391 Phone#: 310.544.5311 State: Zip: Phone#: 310.544.5311 • Contact: Dan Landon Fax#: Contact: Dan Landon Fax#: Email: danl@rpv.com For each unit of Equipment listed,you shall indicate specific contact and location(if different than above)in the table below or in any Addendum to this Agreement. Maintenance Billing Entity PO Required Meter Read Collection Options Base Charge: CSA ❑Canon Financial Services,Inc.("CFS') ❑Yes ©No imageWARE Remote unless noted in table below' Per Image Charge: ® CSA ❑Canon Financial Services,Inc.("CFS") PO# W = eManage website a Base Charge Billing Cycle Initial Term Coverage Plan 2 Monthly ['Quarterly ❑Other 63 Months If adding the Equipment below to existing (min.12) El Per Unit ❑Fleet ❑Aggregate an Aggregate,provide either a contract# or serial#uncer Aggregate. Excess Per Image*Charge Billing Cycle Price Plan Consumables Inclusive Q Monthly ❑Quarterly ❑Other ❑Standard Q Fixed ©Toner(excludes Gear) 0 Other Staples Subject to the terms and conditions of this Agreement,CSA agrees to service the Equipment listed below or in any Addendum(s)to this Agreement at the charges stated herein or therein.For newly installed Equipment,the Start Date is provided in Paragraph 1 of the Additional Terms and Conditions.The Start Date for previously in place Equipment is / / 'Each Image is equal to 1 pnnted pale except for Oce brand Wide Format products in which case each Image is equal to one(1)square foot. Covered Images per unit or Fleet included in Base Charge Per Image Charge in excess of Base Model Serial# All aggregate images should be listed per unit. Covered Images Charge Alt Start Meter 6011/7011 6011/7011 per unit or Meter B&W Color B&W Color Long Sheet B&W Color Long Sheet Fleet Method' IRADVC7270 0.00750 0.05600 50.00 W Contact: Dan Landon Phone#: 310.544.5311 Fax#: Equipment Location:30940 HAWTHORNE BLVD RANCHO PALOS VERDES,CA 90275-5391 Email Address:danl@rpv.com IRADVC7270 0.00750 0.05600 $0.00 W Contact: Dan Landon Phone* 310.544.5311 Fax#: Equipment Location:30940 HAWTHORNE BLVD RANCHO PALOS VERDES,CA 90275-5391 Email Address:danl@rpv.com Contact: Phone#: Fax#: Equipment Location: Email Address: Contact: Phone#: Fax#: Equipment Location: Email Address: Subtotal from Supplemental Addendum CUSTOMER SATISFACTION POLICY Subtotal if you are not satisfied with the performance of your Canon or Oce 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 Tax the opportunity to retum 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 you are not in default of this Agreement and such maintenance services have not been canceled or terminated. Total BY YOUR SIGNATURE BELOW,YOU AGREE TO PURCHASE THE MAINTENANCE SERVICES SPECIFIED ABOVE.YOU ACKNOWLEDGE RECEIPT OF A COPY OF THiS AGREEMENT, CONSISTING OF 2 PAGES INCLUDING THIS FACE PAGE. THE ADDITIONAL TERMS AND CONDITIONS ON PAGE 2 HEREOF AND IN ANY ADDENDUM(S)HERETO,ARE INCORPORATED AND MADE A PART OF THIS AGREEMENT. Customer's Authorized Signature Printed NameC.ACti.lre.") 1nri r" Title PhiCkt1r1 C. VIVATA%.r Date C\I aaNt VA"— SER-023May72014CSA r\111 ADDITIONAL TERMS AND CONDITION # S0336175.02 These are the additional terms and conditions referred to on the face page to which they are problems;service performed by personnel other than CSA personnel;accident;use of the attached(such face page,and any addendum(s)hereto,collectively with these terms and Equipment with non-compatible hardware or software components;electrical power malfunction conditions,the"Agreement"). or heating,cooling or humidity ambient conditions;(c)de-installation,re-installation or relocation 1. TERM.Maintenance under this Agreement shall start on the date(the"Start Date")of of Equipment;(d)repairs to or realignment of Equipment,and related training,necessitated by installation tor newty installed equipment(indusive of standard embedded Canon brand changes you made to your system configuration or network environment;(e)work which you software)(the"Equipment")covered under toner inclusive service.For all other newly installed request to be performed outside of CSA's regular business hours:or(f)repair of any Equipment,the Start Date shall be at the end of the relevant Equipment warranty or 90 days network/system connection device,except when listed on face page. from installation,whichever comes first.The Start Date is stated on the face page for all 5. DATA.You acknowledge that the hard drive(s)on the Equipment,including attached previously in place Equipment.(a)The initial term specified on the face page shall renew for devices,may retain images,content or other data that you may store for purposes of normal successive 12 month renewal terms unless either party gives written notice of non-renewal at operation of the Equipment("Data").You acknowledge that CSA is not storing Data on behalf of least 30 days prior to the expiration of the then-current term.The renewal charges shall be you and that exposure or access to the Data by CSA,if any.is purely incidental to the services reflected on the invoice for the first billing cyde of the renewal period.You shall have the right to performed by CSA.Neither CSA nor any of their affiliates has an obligation to erase or terminate this Agreement during any renewal term with 30 days advance written notice to CSA. overwrite Data upon your return of the Equipment to CSA or any leasing company.You are 2. CHARGES.Base charges shall be billed in advance and per image charges,shall be billed solely responsible for:(i)your compliance with applicable law and legal requirements pertaining in arrears.Invoices shall be due and payable within 30 days of the invoice date unless to data privacy,storage,security,retention and protection;and(ii)all decisions related to otherwise stated on the invoice.Applicable taxes shall be added to the charges.If payments erasing or overwriting Data.Without limiting the foregoing,you should,(a)enable the Hard Disk are late,(i)you shall pay the actual and reasonable costs and expenses of collection incurred Drive(HDD)data erase functionality that is a standard feature on certain Equipment and/or(b) by CSA,including the maximum attorney's fees permitted by law and(ii)CSA may charge you prior to return or other disposition of the Equipment,utilize HDD(or comparable)formatting and you agree to pay,a late charge equal to five percent(5%)of the amount due for each function(which may be referred to as"Initialized All Data/Settings'function)if found on the billing period or portion of a billing penod such payment is delayed or$10 as reasonable Equipment to perform a one pass overwrite of Data or,if you have higher security requirements, collection fees,not to exceed the maximum amount permitted by law.If the Standard Price you may purchase from CSA at current rates an available option for the Equipment,which may Plan is selected on the face side,during the initial term,the charges specified on the face page include(x)an HDD Data Encryption Kit option which disguises information before it is written to are subject to an annual increase up to 10%(as determined by CSA in its sole discretion)either the hard drive using encryption algorithms,(y)a HDD Data Erase Kit that can perform up to a 3- (i)on each anniversary of the start date or(ii)once in each calendar year if you have selected pass overwrite of Data(for Equipment not containing data erase functionality as a standard the Aggregate Coverage Plan.Fixed Price Plans shall not increase during the initial term.If you feature),or(z)a replacement hard drive(in which case you should properly destroy the have selected CFS on the face page as the billing entity,your maintenance charges will appear replaced hard drive).The terms of this Section 5 shall solely govern as to Data,notwithstanding on your periodic lease invoice along with standard lease charges.CFS will remit your payment that any provisions of this Agreement or any separate confidentiality or data security or other of maintenance charges to CSA upon receipt.(a)Consumables Inclusive service includes agreement now or hereafter entered into between you and CSA could be construed to apply to replenishment of consumables specified on the face page for exdusive use with the Data. Equipment.CSA may terminate this Agreement if you use the consumables in a different 6. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY.CSA EXPRESSLY manner.In the event your toner usage exceeds by more than 10%the published manufacturer DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING IMPLIED specifications for conventional office image coverage,as determined by CSA,CSA may invoice WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE you for such excess usage.You may purchase additional toner from CSA if required during the RELATING TO THE USE OR PERFORMANCE OF THE EQUIPMENT AND SOFTWARE OR lens.You shall bear all risk of loss.theft or damage to unused consumables,which shall ANY METER READ COLLECTION METHOD PROVIDED BY CSA.YOU EXPRESSLY remain CSA's property and shall be returned promptly upon termination of this Agreement.(b)If ACKNOWLEDGE THAT THE FURNISHING OF MAINTENANCE SERVICE UNDER THIS you have selected the Fleet or Aggregate Coverage Plan,the Base Charge and the Covered AGREEMENT DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE Images shall apply to all of the Equipment on the Schedule unless otherwise indicated.If EQUIPMENT,SOFTWARE OR METER COLLECTION METHODS.CSA SHALL NOT BE specified on the face page that the Listed Items are being added to an existing Fleet Coverage LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGE EXCEPT TO THE EXTENT Plan under a previous agreement between you and CSA.(i)the fleet shall include the listed CAUSED BY CSA'S NEGLIGENCE OR WiLLFUL MISCONDUCT.CSA SHALL NOT BE items under the previous agreement,and all other agreements for which the add to existing LIABLE FOR EXPENDITURES FOR SUBSTITUTE EQUIPMENT OR SERVICES,LOSS OF fleet option was selected,and(ii)the maintenance term for all Listed Items under this REVENUE OR PROFIT,LOSS OR CORRUPTION OF DATA,FAILURE TO REALIZE Agreement shall be the same as the maintenance term for all listed items under all such SAVINGS OR OTHER BENEFITS,STORAGE CHARGES OR OTHER INCIDENTAL, previous agreements.(c)If specified on the face page that the Listed Items are being added to SPECIAL,PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR an existing Aggregate Coverage Plan under a previous agreement between you and CSA,the INABILITY TO USE THE EQUIPMENT,SOFTWARE OR METER COLLECTION METHODS, Covered Images shall apply to all of the Equipment on the schedule,unless otherwise REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED AND EVEN IF indicated,plus the listed items under the previous agreement(s),and all other agreements for CSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. which the add to existing Aggregate Coverage Plan was selected,on an aggregated basis,for 7. DEFAULT.You shall be in default of this Agreement if you fail to perform any of your so long as the maintenance term for all such listed items continues.(d)Unless otherwise obligations under this Agreement,induding making prompt undisputed payments when due. indicated on the face page,you authorize CSA to use networked features of the Equipment CSA may withhold service under this Agreement in whole or in part until any delinquent including imageWARE Remote to receive software updates,activate features/new licenses payment is received by CSA.CSA may terminate this Agreement in whole or in part upon your and/or transmit use and service data accumulated by the Equipment over your network by default with thirty(30)days notice to you,unless such default is cured by you within the thirty means of an HTTPS protocol and to store,analyze and use such data for purposes related to (30)day period.if an overdue payment is disputed in good faith within thirty(30)days after the servicing the Equipment and product improvement.(e)You agree to provide meter readings to due date thereof,you shall pay all undisputed amounts and promptly make a good faith effort to CSA,if applicable,in accordance with the meter read option selected and CSA's normal resolve such dispute with CSA.In the event of your default,CSA may,without limiting its other procedures.If you selected CSA's eManage website,you shall complete CSA's registration nghts and remedies available under applicable law and this Agreement,require you to pay all process governing access to and use of such website.CSA may change your meter read charges then due but unpaid,including any applicable late charges,plus an early termination options from time to time upon 60 days notice.If CSA does not receive timely meter readings fee equal to three(3)times the average monthly billing to dale and any excess toner charges from you,you agree to pay invoices that reflect CSA's estimates of meter readings.CSA per Section 2(b).You agree that such charges are reasonable liquidated damages for loss of reserves the right to verify the accuracy of any meter readings from time to time,and to invoice bargain and not a penalty. you for any shortfall in the invoice for the next periodic billing cycle 8. GOVERNING LAW.THiS AGREEMENT SHALL BE GOVERNED BY AND 3. COVERED SERVICE.CSA shall provide all routine preventive maintenance and CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.YOU emergency service necessary to keep the Equipment in good working order in accordance with CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR this Agreement and CSA's normal practice.Such service shall be performed during GSA's local FEDERAL COURT LOCATED WITHIN THE CITY OF NEW YORK UPON SERVICE OF regular business hours(8:30 A.M.to 5:00 P.M.Monday through Friday,except holidays). PROCESS MADE IN ACCORDANCE WITH THE APPLICABLE STATUTES AND RULES (a)You shall afford CSA reasonable access to the Equipment to perform on-site service.CSA OF THE STATE OF NEW YORK OR THE UNITED STATES.ANY AND ALL SUiTS may terminate its maintenance obligations as to any Equipment if you relocate it toe site COMMENCED BY YOU AGAINST CSA,WHETHER OR NOT ARISING UNDER THIS outside CSA's service territory.If,in CSA's opinion,any Equipment cannot be maintained in AGREEMENT AND REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH SUITS good working order through CSA's routine maintenance services,CSA may,at its option,(i) ARE BASED,SHALL BE BROUGHT ONLY IN THE STATE OR FEDERAL COURTS substitute comparable Equipment or(ii)cancel any balance of the term of this Agreement as to LOCATED WITHIN THE CITY OF NEW YORK.YOU HEREBY WAIVE OBJECTIONS AS such Equipment and refund the unearned portion of any prepaid charges hereunder.Parts or TO VENUE AND CONVENIENCE OF FORUM.ANY SUIT BETWEEN THE PARTIES Equipment replaced or removed by CSA in connection with maintenance services hereunder HERETO,OTHER THAN ONE SEEKING PAYMENT OF AMOUNTS DUE HEREUNDER, shall become the property of CSA and you disclaim any interest therein.(b)CSA shall make SHALL BE COMMENCED,IF AT ALL,WITHIN ONE(1)YEAR OF THE DATE THAT THE available to you from time to time upgrades and bug fixes for the software licensed as part of CLAIM ACCRUES.THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL the Equipment("Embedded Software'),but:(i)only if such upgrades and bug fixes are IN ANY SUIT BETWEEN THEM. provided to CSA by suppliers of such Embedded Software,(ii)availability of upgrades and bug 9. ENTIRE AGREEMENT.This Agreement shall be binding upon your signature and upon the fixes may be at additional charge,and(iii)installation of such upgrades and bug fixes by CSA if installation of the Equipment by CSA or commencement of the covered services if this requested by you shall be at additional charge. You are not required to use CSA for installation Agreement is for renewal of a prior maintenance agreement or for equipment previously of any upgrades and bug fixes,but if installation is done by anyone other than CSA,CSA shall installed.This Agreement constitutes the entire agreement between the parties with respect to have no responsibility for any performance or other issues that may result from such the furnishing of maintenance service for the Equipment,superseding all previous proposals installation. CSA shall also use reasonable efforts to provide Level 1 support for the Embedded and agreements,oral or written.All provisions of this Agreement including Section 5,which by Software.Level 1 support consists of providing help-line telephone assistance in operating the their nature can be construed to survive the expiration or termination of the Agreement shall so Embedded Software and identifying service problems,facilitating contact between you and the survive.Any purchase order utilized by you shall be for your administrative convenience only, supplier of the Listed Software to rectify such problems and maintaining a log of such problems and any terms therein which conflict with,vary from or supplement the provisions of this to assist in tracking the same. Embedded Software as used herein does not include Agreement shall be deemed null and void.No representation or statement not contained on the separately-pnced application software supplied by CSA to you under any separate acquisition original of this Agreement shall be binding upon CSA as a warranty or otherwise,nor shall this agreement.and support therefor shall be solely governed by the provisions thereof. You Agreement be modified or amended except by a writing signed by both you and a designated acknowledge that CSA is not the developer of any of the Embedded Software or other software representative of CSA.If a court finds any provision of this Agreement(or part thereof)to be and other than the foregoing,support for software is not provided under this Agreement. unenforceable,the remaining provisions of this Agreement shall remain in full force and effect. 4. NON-COVERED SERVICE.The following services,and any other work beyond the scope This Agreement shall not be assignable by you without CSA's prior written consent,and any of this Agreement,shall be invoiced in accordance with CSA's then current labor,parts and attempted assignment without such consent shall be void.You expressly disclaim having relied supply charges:(a)replacement of any consumable supply item,including,without limitation, upon any representation or statement concerning the capability,condition,operation, paper,toner,ink,waste containers,fuser oil or staples(except for loner inclusive service to the performance or specifications of the Equipment and Software,except to the extent set forth on extent provided in Subparagraph 2(a)above),other media,print heads and puncher dies;(b) the original of this Agreement.You agree that CSA may accept an electronic image of this repairs necessitated by factors other than normal use including,without limitation,any willful Agreement as an original,and that electronic copies of your signature will be treated as an act,negligence,abuse or misuse of the Equipment;the use of parts,supplies or software which original for all purposes are not supplied by CSA and which cause abnormally frequent service calls or service SER-023 May 7 2014 CSA Page 2 Customer Initials MO Date iLk- vv