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Canon Solutions - Maintenance Carlon CANON SOLUTIONS AMLRICA 300 COMMERCE SQUARE BLVD Page 1 of 1 REPRESENTATIVE FINBATCH BURLINGTON,NJ 08016 800-613-2228 www.csa.canon.com MAINTENANCE AGREEMENT Bill To: 1466758 Ship To: 1466758 CITY OF RANCHO PALOS VERDES CITY OF RANCHO PALOS VERDES 30940 HAWTHORNE BLVD 30940 HAWTHORNE BLVD RANCHO PALOS VERDES CA 90275-5351 RANCHO PALOS VERDES CA 90275-5351 United States United States Contract# Billing Cycle Meter Cycle Start Date Expiration Date 1449533 Month Month 07/01/2014 06/30/2015 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 KMCM3522 9010066- MAINTENANCE COPIER SUPPLY KMCM3522 0 18.15 INCLUSIVE SERVICE PROGRAM CLR USAGE 1 -- 0.109626 BW USAGE 1 -- 0.013552 Payment Option: Total $ 18.15 ❑ 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 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. VIAA1 Customer's Authorized Signature ou ('Oill ar6 - ,IS Printed Nam '� Title Date 9 CUSTOMER COPY ADDITIONAL TERMS AND CONDITIONS These are the additional terms and conditions referred to on the face page to which they are to the services performed by CSA. Neither CSA nor any of their affiliates has an attached (such face page, and any addendum(s) hereto, collectively with these terms and obligation to erase or overwrite Data upon your return of the Equipment to CSA or any conditions,the"Agreement"). leasing company.You are solely responsible for:(i)your compliance with applicable law 1.TERM. Maintenance under this Agreement shall start on the"Start Date"specified on the and legal requirements pertaining to data privacy,security,retention and protection;and face page hereof and shall renew for successive 12 month renewal terms unless either party (ii)all decisions related to erasing or overwriting Data.Without limiting the foregoing,you gives written notice of non-renewal at least 30 days prior to the expiration of the then-current should,(a)enable the Hard Disk Drive(HDD)data erase functionality that is a standard term(except that in the case of image dependent service,the renewal terms shall be of the feature on certain Equipment and/or (b) prior to return or other disposition of the same duration as the initial term).The renewal charges shall be reflected on the invoice for the Equipment,utilize the Hard Disk Drive(HDD)(or comparable)formatting function(which first billing cycle of the renewal period. may be referred to as"Initialized All Data/Settings"function)if found on the Equipment to 2.CHARGES.Base charges shall be billed in advance and per image charges shall be billed in perform a one pass overwrite of Data or,if you have higher security requirements,you arrears.Invoices shall be due and payable within 30 days of the invoice date unless otherwise may purchase from CSA at current rates an available option for the Equipment,which stated on the invoice.Applicable taxes shall be added to the charges. If payments are late, may include(x)an HDD Data Encryption Kit option which disguises information before it CSA may charge you and you agree to pay,a late charge equal to five percent(5%)of the is written to the hard drive using encryption algorithms,(y)a HDD Data Erase Kit that amount due for each billing period or portion of a billing period such payment is delayed as can perform up to a 3-pass overwrite of Data(for Equipment not containing data erase reasonable collection fees,not to exceed the maximum amount permitted by law. functionality as a standard feature), or(z)a replacement hard drive(in which case you (a)If image dependent service is selected,there shall be no per image charges;however, should properly destroy the replaced hard drive). The terms of this Section 5 shall solely notwithstanding paragraph 1 above and 2(b)below,the then-current term shall terminate at govern as to Data,notwithstanding that any provisions of this Agreement or any separate the end of the number of months specified on the face page or on the date when the images confidentiality or data security or other agreement now or hereafter entered into between made exceed the maximum covered images specified on the face page, whichever event you and CSA could be construed to apply to Data. occurs sooner. 6. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY. CSA (b) Toner inclusive and image dependent service includes replenishment of consumables EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING specified on the face page for exclusive use with the Equipment. CSA may terminate this IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR Agreement if you use the consumables in a different manner. In the event your toner usage PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE EQUIPMENT AND exceeds by more than 10%the published manufacturer specifications for conventional office SOFTWARE OR ANY METER READ COLLECTION METHOD PROVIDED BY CSA. image coverage,as determined by CSA,CSA may invoice you for such excess usage. You YOU EXPRESSLY ACKNOWLEDGE THAT THE FURNISHING OF MAINTENANCE may purchase additional toner from CSA if required during the term.You shall bear all risk of SERVICE UNDER THIS AGREEMENT DOES NOT ASSURE UNINTERRUPTED loss,theft or damage to unused consumables,which shall remain GSA's property and shall be OPERATION AND USE OF THE EQUIPMENT,SOFTWARE OR METER COLLECTION returned promptly upon termination of this Agreement. METHODS. CSA SHALL NOT BE LIABLE FOR PERSONAL INJURY OR PROPERTY (c)If you have selected the Fleet or Aggregate Coverage Plan,the Base Charge and the DAMAGE EXCEPT TO THE EXTENT CAUSED BY CSA'S NEGLIGENCE OR WILLFUL Covered Images shall apply to all of the Equipment.If specified on the face page that the MISCONDUCT. CSA SHALL NOT BE LIABLE FOR EXPENDITURES FOR Equipment is under a Fleet Coverage Plan,the maintenance term for all Equipment under this SUBSTITUTE EQUIPMENT OR SERVICES,LOSS OF REVENUE OR PROFIT,LOSS Agreement shall be the same as the maintenance term for all listed items.If the Equipment is OR CORRUPTION OF DATA, FAILURE TO REALIZE SAVINGS OR OTHER under an Aggregate Coverage Plan,the Covered Images shall apply to all of the Equipment, BENEFITS,STORAGE CHARGES OR OTHER INCIDENTAL,SPECIAL,PUNITIVE OR on an aggregated basis,for so long as the maintenance term for all such listed items CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE continues. THE EQUIPMENT,SOFTWARE OR METER COLLECTION METHODS,REGARDLESS (d) Unless otherwise indicated on the face page, you authorize CSA to use networked OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED AND EVEN IF CSA HAS features of the Equipment including imageWARE Remote to receive software updates,activate BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. features/new licenses and/or transmit use and service data accumulated by the Equipment over 7.DEFAULT.You shall be in default of this Agreement if you fail to perform any of your your network by means of an HTTPS protocol and to store, analyze and use such data for obligations under this Agreement,including making prompt undisputed payments when purposes related to servicing the Equipment and product improvement. due. CSA may withhold service under this Agreement in whole or in part until any (e)You agree to provide meter readings to CSA,if applicable,in accordance with the meter delinquent payment is received by CSA. CSA may terminate this Agreement in whole or read option selected and GSA's normal procedures.If you selected CSA's eManage website, in part upon your default with thirty(30)days notice to you,unless such default is cured you shall complete CSA's registration process governing access to and use of such website. by you within the thirty(30)day period. If an overdue payment is disputed in good faith CSA may change your meter read options from time to time upon 60 days notice.If CSA does within thirty(30)days after the due date thereof,you shall pay all undisputed amounts not receive timely meter readings from you, you agree to pay invoices that reflect GSA's and promptly make a good faith effort to resolve such dispute with CSA. In the event of estimates of meter readings. CSA reserves the right to verify the accuracy of any meter your default, CSA may, without limiting its other rights and remedies available under readings from time to time, and to invoice you for any shortfall in the invoice for the next applicable law and this Agreement,require you to pay all charges then due but unpaid, periodic billing cycle. including any applicable late charges, plus an early termination fee equal to three(3) 3. COVERED SERVICE. CSA shall provide all routine preventive maintenance and times the average monthly billing to date and any excess toner charges per Section 2(b). emergency service necessary to keep the Equipment in good working order in accordance with You agree that such charges are reasonable liquidated damages for loss of bargain and this Agreement and GSA's normal practice.Such service shall be performed during GSA's local not a penalty. regular business hours(8:30 A.M.to 5:00 P.M.Monday through Friday,except holidays). (a) 8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND You shall afford CSA reasonable access to the Equipment to perform on-site service. CSA CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. may terminate its maintenance obligations as to any Equipment if you relocate it to a site YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE outside GSA's service territory. If,in GSA's opinion,any Equipment cannot be maintained in OR FEDERAL COURT LOCATED WITHIN THE CITY OF NEW YORK UPON SERVICE good working order through GSA's routine maintenance services,CSA may,at its option, (i) OF PROCESS MADE IN ACCORDANCE WITH THE APPLICABLE STATUTES AND substitute comparable Equipment or(ii)cancel any balance of the term of this Agreement as to RULES OF THE STATE OF NEW YORK OR THE UNITED STATES. ANY AND ALL such Equipment and refund the unearned portion of any prepaid charges hereunder.Parts or SUITS COMMENCED BY YOU AGAINST CSA,WHETHER OR NOT ARISING UNDER Equipment replaced or removed by CSA in connection with maintenance services hereunder THIS AGREEMENT AND REGARDLESS OF THE LEGAL THEORY UPON WHICH shall become the property of CSA and you disclaim any interest therein. SUCH SUITS ARE BASED, SHALL BE BROUGHT ONLY IN THE STATE OR (b) CSA shall make available to you from time to time and at prevailing prices if any, FEDERAL COURTS LOCATED WITHIN THE CITY OF NEW YORK. YOU HEREBY upgrades and bug fixes for the software licensed as part of the Equipment but only if and as WAIVE OBJECTIONS AS TO VENUE AND CONVENIENCE OF FORUM. ANY SUIT such upgrades and bug fixes are provided to CSA by suppliers of the Software. CSA shall BETWEEN THE PARTIES HERETO, OTHER THAN ONE SEEKING PAYMENT OF also use reasonable efforts to provide Level 1 support for the software. Level 1 support AMOUNTS DUE HEREUNDER, SHALL BE COMMENCED, IF AT ALL,WITHIN ONE consists of providing help-line telephone assistance in operating the software and identifying (1) YEAR OF THE DATE THAT THE CLAIM ACCRUES. THE PARTIES service problems,facilitating contact between you and the supplier of the software to rectify IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN such problems and maintaining a log of such problems to assist in tracking the same. You THEM. acknowledge that CSA is not the developer of any of the software and other than the foregoing, 9. ENTIRE AGREEMENT. This Agreement shall be binding upon your signature and support for software is not provided under this Agreement. upon the installation of the Equipment by CSA or commencement of the covered 4. NON-COVERED SERVICE.The following services,and any other work beyond the scope services if this Agreement is for renewal of a prior maintenance agreement or for of this Agreement,shall be invoiced in accordance with GSA's then current labor,parts and equipment previously installed. This Agreement constitutes the entire agreement supply charges:(a)replacement of any consumable supply item,including,without limitation, between the parties with respect to the furnishing of maintenance service for the paper,toner,ink,waste containers,fuser oil or staples(except for toner inclusive service to the Equipment, superseding all previous proposals and agreements, oral or written. All extent provided in Subparagraph 2(b)above), other media,print heads and puncher dies;(b) provisions of this Agreement including Section 5,which by their nature can be construed repairs necessitated by factors other than normal use including,without limitation,any willful to survive the expiration or termination of the Agreement shall so survive.Any purchase act, negligence, abuse or misuse of the Equipment; the use of parts, supplies or software order utilized by you shall be for your administrative convenience only,and any terms which are not supplied by CSA and which cause abnormally frequent service calls or service therein which conflict with, vary from or supplement the provisions of this Agreement problems; service performed by personnel other than CSA personnel; accident; use of the shall be deemed null and void. No representation or statement not contained on the Equipment with non-compatible hardware or software components; electrical power original of this Agreement shall be binding upon CSA as a warranty or otherwise, nor malfunction or heating, cooling or humidity ambient conditions; (c) de-installation, re- shall this Agreement be modified or amended except by a writing signed by both you and installation or relocation of Equipment;(d)repairs to or realignment of Equipment,and related a designated representative of CSA.If a court finds any provision of this Agreement(or training, necessitated by changes you made to your system configuration or network part thereof) to be unenforceable, the remaining provisions of this Agreement shall environment;(e)work which you request to be performed outside of GSA's regular business remain in full force and effect. This Agreement shall not be assignable by you without hours;or(f)repair of any network/system connection device,except when listed on face page. GSA's prior written consent,and any attempted assignment without such consent shall 5. DATA. You acknowledge that the hard drive(s) on the Equipment,including attached be void. You expressly disclaim having relied upon any representation or statement devices,may retain images,content or other data during normal operation of the concerning the capability, condition, operation, performance or specifications of the Equipment("Data")and that exposure or access to the Data by CSA,if any,is purely incidental Equipment and Software,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. SER-023G March 2014 CSA Customer Initials Date