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Canon Solutions America Inc (Lease Agreement & Renewal of Maintenance Agreement) C.an LEASE AGREEMENT CFS-1020(03/18) CANON FINANCIAL SERVICES,INC.("CFS") CANON SOLUTIONS AMERICA,INC. Remittance Address: 14904 Collections Center Dr. CFS'AGREEMENT NUMBER: S0891676.01 Chicago,Illinois 60693 Phone:(800)220-0200 COMPANY LEGAL NAME DBA PHONE CITY OF RANCHO PALOS VERDES ("Customer") 310.514.5311 BILLING ADDRESS CITY COUNTY STATE ZIP 30940 HAWTHORNE BLVD RANCHO PALOS VERDES LOS ANGELES CA 90275-5391 EQUIPMENT ADDRESS CITY COUNTY STATE ZIP Please View Equipment Schedule A EQUIPMENT INFORMATION NUMBER AND AMOUNT OF PAYMENTS Quantity Serial Number Make/Model/Description Number of Payments Payment Amount* 36 $2,005.43 Term in months: 36 Payment Frequency: ®Monthly 0 Quarterly 0 Other: Number of Payments in Advance: 0 End of Term Purchase Option: El Fair Market Value 0$1.00 0 Other($or%): Total Amount Due at Signing*: $0.00 *Plus Applicable Taxes (estimated) THIS AGREEMENT IS NON-CANCELABLE BY CUSTOMER. CUSTOMER REPRESENTS THAT ALL ACTION REQUIRED TO AUTHORIZE EXECUTION OF THIS AGREEMENT ON BEHALF OF CUSTOMER BY THE FOLLOWING SIGNATORIES HAS BEEN TAKEN.THE UNDERSIGNED HAS READ,UNDERSTANDS AND HEREBY AGREES TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. ACCEPTED UTHORIZED CUSTOMER SIGNATURE CANON FINANCIAL SERVICES,INC. By:X WTitle: CITY M14 NAGSe By: Printed Name: Doo G U 1 L L/ 'O k E Email Address: Title: Tax ID#: If proprietor,DOB: Date: 1,2. 13- 13_ Date: By:X Title: Printed Name: Email Address: To:Canon Financial Services,Inc.('CFS') 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 and is, in all respects,satisfactory to Customer,and(d)the Equipment is irrevocably accepted by Customer for all purposes under this Agreement Accordingly,Customer hereby authorizes billing under this Agreement Signature: Printed Name: Title(if any): Date: TERMS AND CONDITIONS 1.AGREEMENT:CFS leases to Customer,a organized under the laws of the State of ,with its chief executive office at and Customer leases from CFS,with its place of business at 158 Gaither Drive,Suite 200,Mount Laurel,New Jersey 08054,all the equipment described above,together with all replacement parts and substitutions for and additions to such equipment("Equipment"),upon the terms and conditions set forth in this Lease Agreement("Agreement"). 2.TERM OF AGREEMENT:This Agreement shall be effective on the date the Equipment is delivered to Customer,provided Customer executes CFS'form of acceptance("Acceptance Certificate')or otherwise accepts the Equipment as specified herein.The term of this Agreement begins on the date accepted by CFS or any later date that CFS designates,and shall consist of the payment periods specified above and any renewal periods.After acceptance of the Equipment,Customer shall have no right to revoke such acceptance or cancel this Agreement during the term hereof.The term of this Agreement shall end,unless sooner terminated by CFS,when all amounts required to be paid by Customer under this Agreement have been paid as provided and either(a)Customer has purchased the Equipment in accordance with the terms hereof or(b)the Equipment has been retumed at the end of the scheduled term or renewal term in accordance with the terms hereof.Customer has no right to return the Equipment to CFS prior to the end of the scheduled term of this Agreement for any reason whatsoever,including,without limitation,payment of all amounts due hereunder prior to the end of the scheduled term. 3.PAYMENTS:Customer agrees to pay to CFS,as invoiced,during the term of this Agreement,(a)the payments specified under"Number and Amount of Payments"above,and(b)such other amounts permitted hereunder as invoiced by CFS(Payments").The Payment and the End of Term Purchase Option("Purchase Option')price specified above are based on the supplier's best estimate of the cost of the Equipment Customer authorizes CFS to adjust the Payment and Purchase Option herein by up to fifteen percent(15%)if the actual total cost of the Equipment,including any sales or use tax,is more or less than originally estimated.Customer's obligation to pay all amounts due under this Agreement and all other obligations hereunder shall be absolute and unconditional and is not subject to any abatement,set-off,defense or counterclaim for any reason whatsoever. 4.APPLICATION OF PAYMENTS:All Payments received by CFS from Customer under this Agreement will be applied to amounts due and payable hereunder chronologically,based on the date of the charge as shown on the invoice for each such amount,and among amounts having the same date in such order as CFS,in its discretion,may determine. 5.ADVANCE PAYMENTS:Customer agrees that CFS may in its sole discretion apply,but shall not be obligated to apply,any amount paid in advance to any amount due or to become due hereunder,and in no event shall any amount paid in advance eam interest except where required by applicable law. 6.NO CFS WARRANTIES:CUSTOMER ACKNOWLEDGES THAT CFS IS NOT A MANUFACTURER,DEALER,OR SUPPLIER OF THE EQUIPMENT.CUSTOMER AGREES THAT THE EQUIPMENT IS LEASED"AS IS"AND IS OF A SIZE,DESIGN,AND CAPACITY SELECTED BY CUSTOMER.CUSTOMER ACKNOWLEDGES THAT CFS HAS MADE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUITABILITY OR DURABILITY OF THE EQUIPMENT,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 warranty with respect to the Equipment made by the manufacturer,dealer,or supplier is separate from,and is not a part of,this Agreement and shall be for the benefit of CFS,Customer and CFS'successors and assignees,if any.So long as Customer is not in breach or default of this Agreement,CFS assigns to Customer any warranties(including those agreed to between Customer and the manufacturer,dealer,or supplier)which CFS may have with respect to any item of Equipment;provided that the scope and limitations of any such warranty shall be solely as set out in any agreement between Customer and such manufacturer,dealer,or supplier or as otherwise specified in warranty materials from such manufacturer,dealer,or supplier and shall not include any implied warranties arising solely from CFS'acquisition of the Equipment CUSTOMER ACKNOWLEDGES THAT NEITHER THE SUPPLIER NOR ANY DEALER IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OF THIS AGREEMENT OR ANY SCHEDULE,OR TO MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THIS AGREEMENT OR THE EQUIPMENT ON BEHALF OF CFS. 7.ACCEPTANCE;DELIVERY:Customer's execution of the Acceptance Certificate,or other confirmation of Customer's acceptance of the Equipment,shall conclusively establish that the Equipment has been delivered to and accepted by Customer for all purposes of this Agreement and Customer may not,for any reason,revoke that acceptance;however,if Customer has not,within ten(10)days after delivery of such Equipment,delivered to CFS written PERSONAL GUARANTY The undersigned,(whether one or more are specified,"Guarantor(s)'),in consideration of CANON FINANCIAL SERVICES INC.("CFS')entering into an Agreement(together with any schedules or supplements thereto,'Agreement')with Customer identified above("Customer')irrevocably and unconditionally,jointly and severally,guarantee to CFS,and its successors and assigns,the payment when due of all amounts owed under the Agreement(whether at maturity or upon the occurrence of an event of default or otherwise)and the performance by Customer of all terms of the Agreement and any other transaction between Customer and CFS(collectively,'Liabilities").If Customer shall fail to pay or perform any Liabilities when due, Guarantors shall,upon demand,pay any amounts which may be due from Customer and take any action required of Customer under the Agreement.This is an absolute and continuing guaranty,and Guarantors'liability under this Guaranty is primary and will not be affected by any settlement,extension,renewal or modification of the Agreement or any discharge or release of Customer's obligations whether by agreement or operation of law. If any payment on the Liabilities is thereafter set aside,recovered or required to be returned for any reason(including without limitation the bankruptcy,insolvency or reorganization of Customer or any other person),the Liabilities to which such payment was applied shall for the purposes of this Guaranty be deemed to have continued in existence,notwithstanding such application,and this Guaranty shall be enforceable as to such Liabilities as fully as if such application had never been made. This Guaranty may be terminated only upon sixty(60)days'prior written notice to CFS,and such termination shall be effective only as to Liabilities arising under schedules,supplements,or agreements entered into after the effective date of termination and shall not affect CFS'rights under this Guaranty arising out of the Agreement or other agreements entered into prior to such date. Guarantors waive all damages,demands,presentments and notices of every kind and nature,any rights of set-off,and any defenses available to a guarantor(other than the defense of payment and performance in full)under applicable law. Guarantors further waive any(i)notice of the incurring of indebtedness by Customer and the acceptance of this Guaranty,(ii)right to require suit against Customer or any other party before enforcing this Guaranty and(iii)right of subrogation to CFS' rights against Customer until the Liabilities are satisfied in full.Any(a)renewals and extensions of time of payment,(b)release,substitution or compromise of or realization upon the Equipment,other guaranties or any collateral security and(c) exercise of any other right under this or any other agreement between CFS and Customer or any third party,may be made,granted and effected by CFS without notice to Guarantors and without in any manner affecting Guarantors'liability under this Guaranty. Guarantors shall pay all expenses(including attorneys'fees and legal expenses)paid or incurred by CFS in endeavoring to collect the Liabilities,or any part thereof and in enforcing the Guaranty.THIS GUARANTY SHALL FOR ALL PURPOSES BE DEEMED A CONTRACT ENTERED INTO IN THE STATE OF NEW JERSEY.THE RIGHTS OF THE PARTIES UNDER THIS GUARANTY SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES.ANY ACTION BETWEEN GUARANTORS 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 ANY GUARANTOR,CUSTOMER OR EQUIPMENT IS LOCATED.GUARANTORS,BY THEIR EXECUTION AND DELIVERY HEREOF,IRREVOCABLY WAIVE OBJECTIONS TO THE JURISDICTION OF SUCH COURTS AND OBJECTIONS TO VENUE AND CONVENIENCE OF FORUM.GUARANTORS,BY THEIR EXECUTION AND DELIVERY HEREOF,AND CFS,BY ITS ACCEPTANCE HEREOF,HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY SUCH PROCEEDINGS. Guarantors agree that CFS may accept a facsimile or other electronic transmission of this Guaranty as an original,and that facsimile or electronically transmitted copies of Guarantors'signatures will be treated as an original for all purposes. Printed Name: NA Signature: NA (no title) Date: Address: Phone: CFS-1020(03/18) Page 1 of 2 SEE NEXT PAGE FOR ADDITIONAL TERMS AND CONDITIONS notice of non-acceptance,specifying the reasons therefor and specifically referencing this Agreement,Customer 17.LATE CHARGES;EXPENSES OF ENFORCEMENT:If Customer fails to pay any sum to be paid by Customer shall be deemed to have irrevocably accepted such Equipment.CFS is the lessor and Customer is the lessee of the to CFS under this Agreement on or before the due date,Customer shall pay CFS,upon demand,an amount equal Equipment under this Agreement As between CFS and Customer only,this Agreement shall supersede any to the greater of ten percent(10%)of each such delayed Payment or twenty-five dollars($25)for each billing Customer purchase order in its entirety,notwithstanding anything to the contrary contained in any such purchase period or portion of a billing period such Payment is delayed,in each case to the extent permitted by applicable order.Customer agrees to waive any right of specific performance of this Agreement and shall hold CFS harmless law.The amounts specified above shall be paid as liquidated damages and as compensation for CFS'intemal from damages if for any reason the Equipment is not delivered as ordered,if the Equipment is unsatisfactory or if operating expenses incurred in connection with such late payment In addition,Customer shall reimburse CFS for CFS does not execute this Agreement Customer agrees that any delay in delivery of the Equipment shall not affect all of its out-of-pocket costs and expenses incurred in exercising any of its rights or remedies hereunder or in the validity of this Agreement enforcing any of the terms of this Agreement,including,without limitation,reasonable fees and expenses of 8.LOCATION;LIENS;NAMES;OFFICES:Customer shall not move the Equipment from the location specified attomeys and collection agencies,whether or not suit is brought If CFS should bring court action,Customer and herein except with the prior written consent of CFS.Customer shall keep the Equipment free and clear of all claims CFS agree that attomey's fees equal to twenty-five percent(25%)of the total amount sought by CFS shall be and liens other than those in favor of CFS.Customers legal name(as set forth in its constituent documents filed deemed reasonable for purposes of this Agreement with the appropriate govemmental office or agency)is as set forth herein.The jurisdiction of organization and chief 18.ASSIGNMENT:CUSTOMER SHALL NOT ASSIGN OR PLEDGE THIS AGREEMENT IN WHOLE OR IN PART, executive office address of Customer are as set forth herein.Customer shall provide CFS with written notice at least NOR SHALL CUSTOMER SUBLET OR LEND ANY EQUIPMENT WITHOUT PRIOR WRITTEN CONSENT OF thirty(30)days prior to any change of its legal name,chief executive office address or its form of organization CFS.CFS may pledge or transfer this Agreement Customer agrees that if CFS transfers this Agreement,the (including,without limitation,its jurisdiction of organization),and shall execute and deliver to CFS such documents assignee will have the same rights and benefits that CFS has now and will not have to perform any of CFS' as required or appropriate. obligations which CFS will continue to perform.Customer agrees that the rights of the assignee will not be subject to 9.WARRANTY OF BUSINESS PURPOSE;USE;PERSONAL PROPERTY;FINANCING STATEMENTS: any claims,defenses,or set-offs that Customer may have against CFS.If Customer is given notice of any such Customer represents and warrants that the Equipment will not be used for personal,family,or household purposes. transfer,Customer agrees,if so directed therein,to pay directly to the assignee all or any part of the amounts Customer shall comply with all laws and regulations relating to the use and maintenance of the Equipment payable hereunder. Customer shall put the Equipment only to the use contemplated by the manufacturer.The Equipment shall remain 19.RENEWAL;RETURN:Except in the case of an Agreement containing a$1.00 Purchase Option,this Agreement personal property regardless of whether it becomes affixed to real property or permanently rests upon any real shall automatically renew on a month-to-month basis at the same Payment amount and frequency unless Customer property or any improvement to real property.Customer authorizes CFS(and any third party filing service sends written notice to CFS,at least sixty(60)days'before the end of the scheduled term or any renewal term that designated by CFS)to execute and file(a)financing statements evidencing the interest of CFS in the Equipment Customer either(i)shall exercise the Purchase Option in accordance with the terms hereof and at the end of such (including forms containing a broader description of the Equipment than the description set forth herein),(b) term exercises such Purchase Option,or(ii)does not want to renew this Agreement and at the end of such term continuation statements in respect thereof,and(c)amendments thereto,and Customer irrevocably waives any right retums the Equipment as provided below.Unless this Agreement automatically renews or Customer purchases the to notice thereof. Equipment as provided herein,Customer shall,at the termination of this Agreement,return the Equipment at its sole 10.INDEMNITY:Customer shall reimburse CFS for and defend CFS against any claim for losses or injury caused cost and expense in good operating condition,ordinary wear and tear resulting from proper use excepted,to a by the Equipment This Section shall survive termination of this Agreement location specified by CFS.CFS may charge Customer a retum fee equal to the greater of one Payment or$250 for 11.MAINTENANCE;ALTERATIONS:Customer shall keep and maintain the Equipment in good working order and the processing of returned Equipment If for any reason Customer shall fail to retum the Equipment to CFS as shall,at Customers expense,supply and install all replacement parts and accessories when required to maintain provided herein,Customer shall pay to CFS upon demand one billing period's Payment for each billing period or the Equipment in good working condition.Customer shall not,without the prior written consent of CFS,make any portion thereof that such return is delayed.Customer shall reimburse CFS for any costs incurred by CFS to place changes or substitutions to the Equipment Any and all replacement parts,accessories,authorized changes to the Equipment in good operating condition. and/or substitutions for the Equipment shall become part of the Equipment and subject to the terms of this 20.PURCHASE OPTION:(A)END OF TERM PURCHASE OPTION.To exercise this option,Customer shall give Agreement CFS sixty(60)days'prior irrevocable written notice(unless the Purchase Option is$1.00)that it will purchase all the 12.TAXES;OTHER FEES AND CHARGES:CUSTOMER SHALL PAY AND DISCHARGE WHEN DUE ALL Equipment at the end of the initial term or any renewal term for the Purchase Option price indicated on the face of LICENSE AND REGISTRATION FEES,ASSESSMENTS,SALES,USE,PROPERTY AND OTHER TAXES,AND this Agreement plus any applicable taxes,expenses,charges and fees.(B)PRIOR TO MATURITY PURCHASE. OTHER EXPENSES AND CHARGES,together with any applicable penalties,interest,and administrative fees now Customer may,at any time,upon sixty(60)days'prior irrevocable written notice purchase all(but not less than all) or at any time imposed upon any Equipment,the Payments,or Customers performance or non-performance of its the Equipment at a price equal to the sum of all remaining Payments plus the Fair Market Value,plus any applicable obligations hereunder,whether payable by or assessed to CFS or Customer.If Customer fails to pay any such fees, taxes,expenses,charges and fees.For purposes of this Agreement,'Fair Market Value'shall be CFS'retail price at assessments,taxes,expenses or charges as required hereunder,CFS shall have the right but not the obligation to the time Customer notifies CFS of its intent to purchase the Equipment Upon proper notice and payment by pay those fees,assessments,taxes,expenses and charges,and Customer shall promptly reimburse CFS,upon Customer of the amounts specified above,CFS shall transfer the Equipment to Customer'AS-IS WHERE-IS' demand,for all such payments made plus administrative fees and costs,if any.Customer acknowledges that,where without any representation or warranty whatsoever,except for title,and this Agreement shall terminate. required by law,CFS will file any notices and pay personal property taxes levied on the Equipment Customer shall 21.DATA:Customer acknowledges that the hard drive(s)on the Equipment,including attached devices,may retain reimburse CFS for the expense of such personal property taxes as invoiced by CFS and pay CFS a processing fee images,content or other data that Customer may store for purposes of normal operation of the Equipment('Data'). not to exceed$50 per year per item of Equipment that is subject to such tax.Customer agrees that CFS has not, Customer acknowledges that CFS is not storing Data on behalf of Customer and that exposure or access to the and will not,render tax advice to Customer,and that payment of such taxes is an administrative act ON THE DATE Data by CFS,if any,is purely incidental to the services performed by CFS.Neither CFS nor any of its affiliates has OF THE FIRST SCHEDULED PAYMENT AND THE DATE OF THE FIRST SCHEDULED PAYMENT AFTER THE an obligation to erase or overwrite Data upon Customers return of the Equipment to CFS.Customer is solely ADDITION OF ANY EQUIPMENT,CUSTOMER SHALL PAY TO CFS A DOCUMENTATION FEE,IN THE responsible for(A)its compliance with applicable law and legal requirements pertaining to data privacy,storage, AMOUNT OF$85,TO REIMBURSE CFS FOR ITS ADMINISTRATIVE AND RECORDING COSTS. security,retention and protection;and(B)all decisions related to erasing or overwriting Data.Without limiting the 13.INSURANCE:Customer,at its sole cost and expense,shall,during the term hereof including all renewals and foregoing,if applicable,Customer should,(i)enable the Hard Disk Drive(HDD)data erase functionality that is a extensions,obtain,maintain and pay for(a)insurance against the loss,theft,or damage to the Equipment for the full standard feature on certain Equipment and/or(ii)prior to return or other disposition of the Equipment,utilize the replacement value thereof,and(b)comprehensive public liability and property damage insurance.All such HDD(or comparable)formatting function(which may be referred to as'Initialized All Data/Settings'function)if found insurance shall provide fora deductible not exceeding$5,000 and be in form and amount,and with companies on the Equipment to perform a one pass overwrite of Data or,if Customer has higher security requirements, satisfactory to CFS.Each insurer providing such insurance shall name CFS as additional insured and loss payee Customer may purchase from its Canon dealer at current rates an appropriate option for the Equipment,which may and provide CFS thirty(30)days'written notice before the policy in question shall be materially altered or canceled. include(a)an HDD Data Encryption Kit option which disguises information before it is written to the hard drive using Customer shall pay the premiums for such insurance,shall be responsible for all deductible portions thereof,and encryption algorithms,(b)an HDD Data Erase Kit that can perform up to a 3-pass overwrite of Data(for Equipment shall deliver certificates or other evidence of insurance to CFS.The proceeds of such insurance,at the option of not containing data erase functionality as a standard feature),or(c)a replacement hard drive(in which case CFS,shall be applied to(a)replace or repair the Equipment,or(b)pay CFS the'Remaining Lease Balance",which Customer should properly destroy the replaced hard drive).Customer shall indemnify CFS,its subsidiaries, shall be the sum of:(i)all amounts then owed by Customer to CFS under this Agreement plus(ii)the present value directors,officers,employees and agents from and against any and all costs,expenses,liabilities,claims,damages, of all remaining Payments for the full term of this Agreement plus(iii)the'Asset Value,'which shall be:(A)for an losses,judgments or fees(including reasonable attorneys'fees)arising or related to the storage,transmission or Agreement with a$1.00 Purchase Option,$1.00;(B)for an Agreement with a Fair Market Value Purchase Option or destruction of the Data.This section survives termination or expiration of this Agreement The terms of this section no Purchase Option selected,the Fair Market Value of the Equipment(as defined herein);and(C)for an Agreement shall solely govern as to Data,notwithstanding that any provisions of this Agreement or any separate confidentiality with an Other Purchase Option,the respective dollar amount of such Purchase Option indicated on the face of this or data security or other agreement now or hereafter entered into between Customer and CFS applies,or could be Agreement plus(iv)any applicable taxes,expenses,charges and fees.For purposes of determining present value construed to apply to Data under this Agreement,Payments shall be discounted at three percent(3%)per year.Customer hereby appoints 22.MAXIMUM INTEREST;RECHARACTERIZED AGREEMENT:No Payment is intended to exceed the maximum CFS as Customers attomey-in-fact solely to make claim for,receive payment of,and execute and endorse all amount of interest permitted to be charged or collected by applicable laws,and any such excess Payment will be documents,checks,or drafts for any loss or damage to Equipment under any such insurance policy.If within ten applied to payments due under this Agreement,in inverse order of maturity,and thereafter shall be refunded.If this (10)days after CFS'request,Customer fails to deliver satisfactory evidence of such insurance to CFS,then CFS Agreement is recharacterized as a conditional sale or loan,Customer hereby grants to CFS,its successors and shall have the right,but not the obligation,to obtain insurance covering CFS'interests in the Equipment,and add the assigns,a security interest in the Equipment to secure payment and performance of Customers obligations under costs of acquiring and maintaining such insurance,and an administrative fee,to the amounts due from Customer this Agreement under this Agreement CFS and any of its affiliates may make a profit on the foregoing. 23.UCC-ARTICLE 2A:CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT IS INTENDED 14.LOSS;DAMAGE:Customer assumes and shall bear the entire risk of loss,theft of,or damage to the Equipment AS A'FINANCE LEASE'AS THAT TERM IS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE from any cause whatsoever,effective upon delivery to Customer.No such loss,theft or damage shall relieve ("UCC 2A')AND THAT CFS IS ENTITLED TO ALL BENEFITS,PRIVILEGES AND PROTECTIONS OF A LESSOR Customer of any obligation under this Agreement In the event of damage to any Equipment,Customer shall UNDER A FINANCE LEASE.CUSTOMER WAIVES ITS RIGHTS AS A LESSEE UNDER UCC 2A SECTIONS 508- immediately repair such damage at Customer's expense.If any Equipment is lost,stolen,or damaged beyond 522. repair,Customer,at the option of CFS,will(a)replace the same with like equipment in a condition acceptable to 24.WAIVER OF OFFSET:This Agreement is a net lease.If the Equipment is not properly installed,does not CFS and convey dear title to such equipment to CFS(and such equipment will become'Equipment'and be subject operate as represented or warranted,or is unsatisfactory for any reason,Customer shall make such claim solely to the terms of this Agreement),or(b)pay CFS the Remaining Lease Balance.Upon CFS'receipt of the Remaining against the supplier,dealer,or manufacturer.Customer waives any and all existing and future claims and offsets Lease Balance,CFS shall transfer the applicable Equipment to Customer"AS-IS,WHERE-IS'without any against any Payments or other charges due under this Agreement,and unconditionally agrees to pay such representation or warranty whatsoever,except for title,and this Agreement shall terminate with respect to such Payments and other charges,regardless of any offset or claim which may be asserted by Customer or on its behalf. Equipment 25.GOVERNING LAW;VENUE;WAIVER OF JURY TRIAL:THIS AGREEMENT HAS BEEN EXECUTED BY CFS 15.DEFAULT:Any of the following events or conditions shall constitute an Event of Default under this Agreement IN,AND SHALL FOR ALL PURPOSES BE DEEMED A CONTRACT ENTERED INTO IN,THE STATE OF NEW (a)Customer defaults in the payment when due of any indebtedness of Customer to CFS,whether or not arising JERSEY.THE RIGHTS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS under this Agreement,without notice or demand by CFS;(b)Customer or any guarantor of Customer's obligations OF THE STATE OF NEW JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES.ANY ACTION hereunder('Guarantor')ceases doing business as a going concem;(c)Customer or any Guarantor becomes BETWEEN CUSTOMER AND CFS SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED IN insolvent or makes an assignment for the benefit of creditors;(d)a petition or proceeding is filed by or against THE COUNTY OF CAMDEN OR BURLINGTON,NEW JERSEY,OR AT CFS'SOLE OPTION,IN THE STATE Customer or any Guarantor under any bankruptcy or insolvency law;(e)a receiver,trustee,conservator,or WHERE CUSTOMER OR THE EQUIPMENT IS LOCATED.CUSTOMER,BY ITS EXECUTION AND DELIVERY liquidator is appointed for Customer,any Guarantor,or any of their property;(f)any statement,representation or HEREOF,IRREVOCABLY WAIVES OBJECTIONS TO THE JURISDICTION OF SUCH COURTS AND warranty made by Customer or any Guarantor to CFS is incorrect in any material respect;or(g)Customer or any OBJECTIONS TO VENUE AND CONVENIENCE OF FORUM.CUSTOMER,BY ITS EXECUTION AND DELIVERY Guarantor who is a natural person dies. HEREOF,AND CFS,BY ITS ACCEPTANCE HEREOF,HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A JURY 16.REMEDIES:Upon the happening of any one or more Events of Default,CFS shall have the right to exercise any TRIAL IN ANY SUCH PROCEEDINGS. one or all of the following remedies(which shall be cumulative),simultaneously,or serially,and in any order.(a)to 26.MISCELLANEOUS:All notices required or permitted under this Agreement shall be sufficient if delivered require Customer to immediately pay all Payments hereunder(whether or not then due)and other amounts due personally,sent via facsimile or other electronic transmission,or mailed to such party at the address set forth in this under this Agreement,with CFS retaining title to the Equipment(b)to terminate any and all agreements with Agreement,or at such other address as such party may designate in writing from time to time.Any notice from CFS Customer,(c)with or without notice,demand or legal process,to enter upon the premises wherever the Equipment to Customer shall be effective three(3)days after it has been deposited in the mail,duly addressed.All notices to may be found,to retake possession of any or all of the Equipment,and(i)retain such Equipment and all Payments CFS from Customer shall be effective after it has been received via U.S.mail,express delivery,facsimile or other and other sums paid hereunder,or(ii)sell the Equipment and recover from Customer the amount by which the electronic transmission.If there should be more than one party executing this Agreement as Customer,all Remaining Lease Balance exceeds the net amount received by CFS from such sale;or(d)to pursue any other obligations to be performed by Customer shall be the joint and several liability of all such parties.Customer's remedy permitted at law or in equity.CFS(i)may dispose of the Equipment in its then present condition or following representations,warranties,and covenants under this Agreement shall survive the delivery and return of the such preparation and processing as CFS deems commercially reasonable;(ii)shall have no duty to prepare or Equipment Any provision of this Agreement that may be determined by competent authority to be prohibited or process the Equipment prior to sale;(iii)may disclaim warranties of title,possession,quiet enjoyment and the like; unenforceable in any jurisdiction shall,as to such jurisdiction,be ineffective to the extent of such prohibition or and(iv)may comply with any applicable state or federal law requirements in connection with a disposition of the unenforceability without invalidating the remaining provisions of this Agreement No such prohibition or Equipment and none of the foregoing actions shall be deemed to adversely affect the commercial reasonableness of unenforceability in any jurisdiction shall invalidate or render unenforceable such provision in any other jurisdiction. the disposition of the Equipment If the Equipment is not available for sale,Customer shall be liable for the Customer agrees that CFS may insert missing information or correct other information on this Agreement including Remaining Lease Balance and any other amounts due under this Agreement No waiver of any of Customer's the Equipment's description,serial number,and location,and corrections to Customer's legal name;otherwise,this obligations,conditions or covenants shall be effective unless contained in a writing signed by CFS.Failure to Agreement contains the entire arrangement between Customer and CFS and no modifications of this Agreement exercise any remedy that CFS may have shall not constitute a waiver of any obligation with respect to which shall be effective unless in writing and signed by the parties.Customer agrees that CFS may accept a facsimile or Customer is in default. other electronic transmission of this Agreement or any Acceptance Certificate as an original,and that facsimile or electronically transmitted copies of Customer's signature will be treated as an original for all purposes. CFS-1020(03/18) Page 2 of 2 Cauou CANON FINANCIAL SERVICES,INC. (CFS') Equipment Schedule Remittance address: 14904 Collections Center Drive CFS-1002(01/13) Chicago,Illinois 60693 (800)220-0200 AGREEMENT NUMBER: S0891676.01 This Equipment Schedule("Schedule") is attached to and made part of the agreement(whether designated a lease, rental, Master Lease or otherwise) between Canon Financial Services, Inc. ("CFS")and CITY OF RANCHO PALOS VERDES ("Customer) (the"Agreement"). The Equipment described below, together with the equipment described on the face of the Agreement, if any, shall be deemed"Equipment"for the purposes of the Agreement and shall be subject to the terms and conditions set forth in the Agreement. Equipment Address Quantity Serial Number Make/Model/Accessory/Description (County,City,State,ZIP) 30940 HAWTHORNE BLVD-2ND FL,MAILROOM,RANCHO PALOS 1 IRADVC5535IV2 VERDES,CA 90275-5391 31501 PALOS VERDES DRIVE,WEST-OFFICE,RANCHO PALOS 1 IRADVC5535IV2 VERDES,CA 90275-5391 30940 HAWTHORNE BLVD,RANCHO PALOS VERDES,CA 90275- 1 IRADVC5535IV2 5391 30940 HAWTHORNE BLVD,RANCHO PALOS VERDES,CA 90275- 3 IRADVC7570IV2 5391 and any and all accessories. In witness whereof,the parties have caused this Schedule to be executed on the same date set forth on the Agreement. ACCEPTED AUTHORIZED CUSTOMER SIGNATURE CANON FINANCIAL SERVICES,INC. Customer: CITY OF RANCHO PALOS VERDES By: By:X (L ' ' ' ............ Title: Printed Name: D CAU G Lhamotu.. Effective Date: Title: ,I T' M4&f J iQ CFS-1002(01/13) Canou CANON SOLUTIONS AMERICA ASE UPGRADE,TRADE-IN, RETURN OR BUY-OUT Canon Solutions America,Inc.("CSA") REIMBURSEMENT ADDENDUM TO AGREEMENT# One Canon Park,Melville,NY 11747 S0891676.01 (the"AGREEMENT") 0 613-2228 Page 1 of 2 Cuat©mer �You": Customer Account: -.:13.0pout Reimbursement Company: CITY OF RANCHO PALOS VERDES $ 0 to be paid under the circumstances described in Address: 30940 HAWTHORNE BLVD Section 1 below. City: RANCHO PALOS VERDES County: LOS ANGELES Payable to: ❑ You 111 Canon Financial Services,Inc. State: CA Zip:90275-5391 Phone#:310.514.5311 Reason for check issuance: Email: Ibuchwald@rpvca.gov 'ea**-ttptliitieitir113iitgtWtAokfttiWledtjeffieiitoog::gmanignuargotemsom:?:mggoE:'f.!:A'!.i'gwgilfkE5:N:'ggggogmgtomscwoteg If this transaction includes a lease upgrade or buy-out to be paid upon delivery and List the leasing company and lease number associated with any lease upgrade or buy-out. acceptance of the Equipment listed on the Agreement, select one of the following: VINESIONMONM® Not Applicable 1111 ° � d ❑ You will retum the equipment to the leasing company according to the terms and NA NA conditions of your lease agreement. ❑ CSA will retum the equipment to the leasing company per Section 2 below. ❑ You will retain the equipment. If so,will the equipment remain under a CSA Maintenance Agreement? Yes 0 If yes,under an Existing Contract ❑ or New Contract 0 No 0 ❑ CSA will pick up the equipment for Trade In. ... .a t... ...>..�' � ,.o-a .� .,a..... ,,,,a,ssh,;xY< :.....n x. • ,. ,.. tt<• �.;,.d,.C6:k„ s:;n::. .ru�:;:^:Si •.k.. crvv; os';r,?"M�',L, ;::,�` ... .,..n ., .,o.. ,.,>•,..+.,` ,",.»,,,..3,.,a...,,,,. r x, c>..;, .7&, :y": ,Az iXox�',A e.gs'.. j faifg :. .. .. _. ...... .......•:...,,,,S,,f, ,.>� M.,n Y,. , ,...,,>?><.,,.,s.,e..,,•.�.,.�#.;� .%�;,.,"..�. ,4fi':E� ..�:w.M�Y°".,Yo- ,r?s �[ .�.%d ems',:.: ;•,: r ., =b>.. .<,� n.T Y'>.^•a:•�,.y, .....£ �c,.. „•v.,,<.;'k:..r�':..,,,&.•.,.;�§ ..r....:. ..%a'x�`,;.a>�ei>'•;`��r„ X:"`•;.:,,,4.� x „� qMs .s.. •:T"•:" ,.e� ,rx„F.. 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Please note that any applicable trade-in credit is reflected in the periodic lease payments or purchase price as specified in the Agreement. ❑ Other Specified Date: / / Equipment Condition: ❑Good Working Condition IN As is condition (but no longer than 30 days after delivery of Listed Items under Agreement) ❑ Return Equipment to selected Leasing Company Contact Name: Lukasz Buchwald Phone: 310.514.5311 ❑ Canon Financial Services E-Mail: Ibuchwaldarpvca.gov ❑ Return Equipment to CSA. Original Order Date Special Removal Instructions: ,• 30940 HAWTHORNE BLVD RANCHO TRD 5561B003 IRADVC5235 JWH01068 658064 PALOS VERDES CA 90275-5391 Same Same TRD 55618003 IRADVC5235 JWH02981 450746 30940 HAWTHORNE BLVD RANCHO PALOS VERDES CA 90275-5391 TRD 5775B002 IRADVC7260 ULK02659 748896 30940 HAWTHORNE BLVD RANCHO PALOS VERDES CA 90275-5391 TRD 5774B002 IRADVC7270 LVX03139 989215 30940 HAWTHORNE BLVD RANCHO PALOS VERDES CA 90275-5391 Return Codes: Trade-ln:TRD Return to CFS:R-CFS Return to CSA:R-CSA You have agreed to acquire from CSA certain Listed Items pursuant to the Agreement. By your signature below,you agree to supplement the terms of the Agreement as follows: 1. If Buy Out Reimbursement is selected:The Buy-Out Reimbursement indicated above will be paid directly to the designated party by CSA upon installation and testing of the Listed Items and payment to CSA(by you or by the Leasing Company)of the purchase price for the Listed Items.The Buy-Out Reimbursement will be paid for the sole purpose of reimbursement of early termination charges or fees and associated expenses payable for(a)early termination of the lease of the Trade-in or Return Equipment or for other equipment being replaced by the Listed Items under the Agreement,(b)refinancing the lease of other equipment or(c)preparation of the site for installation of Listed Items.You acknowledge and agree that CSA's financial obligation is limited to the Buy-Out Reimbursement amount,and that you are responsible for any other obligations,including any charges which are not covered by the Buy-Out Reimbursement. 2.If Trade-in Equipment or Return to Leasing Company is selected:You hereby authorize CSA to pick up the Trade-in or Return Equipment listed above.You agree to pay GSA'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 title to each unit of Trade-in Equipment,free and clear of any and all liens and leasehold interests,(b)you warrant that the Trade-In Equipment will be delivered to CSA (unless specified above that the trade-in is on an"As Is”basis)in good working condition,reasonable wear and tear excepted,and(c)you shall make the Trade-In Equipment available for pickup by CSA on the relevant 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 CSA's invoice,the full amount of any trade-in credit reflected in the Agreement (which amount shall equal the fair market value of such Trade-In Equipment,as determined by CSA).Return Equipment shall be shipped to the Leasing Company specified above,and CSA's sole obligation is to use commercially reasonable efforts to pick-up and remove the Retum Equipment and to arrange,on your behalf and at CSA's expense and risk(but only to the extent of obvious damage in transit), for the shipment of the 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 EFFECTIVE AT THE SAME TIME AS THE AGREEMENT BECOME EFFECTIVE IN ACCORDANCE WITH THE TERMS THEREOF. EXCEPT AS SUPPLEMENTED HEREBY THE AGREEMENT SHALL REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT. Customer's Authorized Signature (AAA, IFnnted Name DOU< LJ(LL.MOk E Title CITY t MA/V A*6 e , Date 12 - SLS-004B March 2018 CSA Cauou ADDENDUM TO ADD ADDITIONAL EQUIPMENT TO THE LEASE UPGRADE,TRADE-IN, RETURN OR BUY-OUT CANON SOLUTIONS AMERICA REIMBURSEMENT ADDENDUM TO ACQUISITION Canon Solutions America,Inc.("CSA") AGREEMENT#S0891676.01 (the"Agreement") One Canon Park,Melville,NY 11747 (800)613-2228 Salesperson Mark Leestma Order Date: 11 /28 / 2018 Customer('you"): Company: CITY OF RANCHO PALOS VERDES Contact: LUKASZ BUCHWALD Address: 30940 HAWTHORNE BLVD Phone: 310.514.5311 Fax: City: RANCHO PALOS VERDES State: CA Zip: 90275-5391 E-Mail: PLEASE PRINT Equipment,Supplies and Licenses of Application Software with listed third party support contracts aid Ship To locations and contracts: Return itern Meter - Equipment location, Alt.Pick. Code Code Description Serial* Reading if different than above � Contact Name&Phone , Email Up Date TRD 5774B002 IRADVC7270 LVX03143 1499222 30940 HAWTHORNE BLVD RANCHO PALOS VERDES CA 90275- i Return Codes: Trade-In:TRD Return to CFS:R-CFS Return to CSA:R-CSA SLS-004F March 2018 CSA Caiioii MAINTENANCE AGREEMENT *National IPA* CANON SOLUTIONS AMERICA Related Acquisition Agreement# S0891676.01 Canon Solutions America,Inc.("CSA") One Canon Park,Melville,NY 11747 (800)613-2228 Salesperson Mark Leestma Order Date: 11 / 28 / 2018 Customer(you"). Customer Account: Equipment 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#: 310.514.5311 State: Zip: Phone#: 310.514.5311 Contact: LUKASZ BUCHWALD Fax#: Contact: LUKASZ BUCHWALD Fax#: Email: Ibuchwald@rpvca.gov 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: m 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 = myCSA website Base Charge Billing Cycle Initial Term Coverage Plan ❑Monthly ®Quarterly ❑Other 36 Months If adding the Equipment below to existing (min.12) 1Z Per Unit ❑Fleet ❑Aggregate an Aggregate,provide either a contract# or serial#under Aggregate. Excess Per Image*Charge Billing Cycle Price Plan Consumables Inclusive Toner Fulfillment Method ElMonthly lQuarterly DOther 0 Standard m Fixed m Toner 0 Other Cqutomer order unless noted for Equipment below** 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 printedpage 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 Corporate Alt Start Meter per unit Advantage Meter B&W Color B&W Color Long Sheet B&W Color Long Sheet or Fleet Yes/No Method* IRADVC5535IV2 0.00750 0.04200 $0.00 No Contact: LUKASZ BUCHWALD Phone#:310.514.5311 Fax#: Email: Ibuchwald@rpvca.gov Location: 30940 HAWTHORNE BLVD-2ND FL,MAILROOM RANCHO PALOS VERDI Auto Toner Fulfillment:0**(Requires imageWare Remote) IRADVC5535IV2 0.00750 0.04200 $0.00 No Contact: LUKASZ BUCHWALD Phone#:310.514.5311 Fax#: Email: Ibuchwald@rpvca.gov Location: 31501 PALOS VERDES DRIVE,WEST-OFFICE RANCHO PALOS VERDE: Auto Toner Fulfillment:0**(Requires imageWare Remote) IRADVC5535IV2 0.00750 0.04200 $0.00 No Contact: LUKASZ BUCHWALD Phone#: 310.514.5311 Fax#: Email: Ibuchwald@rpvca.gov Location: 30940 HAWTHORNE BLVD RANCHO PALOS VERDES,CA 90275-5391 Auto Toner Fulfillment:0**(Requires imageWare Remote) IRADVC7570IV2 0.00650 0.04100 $0.00 No Contact: LUKASZ BUCHWALD Phone#:310.514.5311 Fax#: Email:Ibuchwald@rpvca.gov Location:30940 HAWTHORNE BLVD RANCHO PALOS VERDES,CA 90275-5391 Auto Toner Fulfillment:❑**(Requires imageWare Remote) Subtotal from Supplemental Addendum $0.00 CUSTOMER SATISFACTION POLICY Subtotal If you are not satisfied with the performance of your Canon or Océ 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 Tax 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 you are not in default of this Agreement and such maintenance services have not been canceled or Total terminated. 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 INCLUQING THIS FACE PAGE.THE ADDITIONAL TERMS AND CONDITIONS ON PAGE 2 HEREOF AND IN ANY ADDENDUM(S)HERETO,ARE INCORPORATED AND MAD ART OF THIS AGREEMENT. Customer's Authorized Signature kAA," FFrinCed Name DOUG �1 I L,j./10 e E Title Cirri' /"IA AM-G E t Date — I�—)25 SER-023N October 2018 CSA ADDITIONAL TERMS AND CONDITIONS # S0891676.01 These are the additional terms and conditions referred to on the face page to which they are necessitated by factors other than normal use induding,without limitation,any willful act, attached(such face page,and any addendum(s)hereto,collectively with these terms and negligence,abuse or misuse of the Equipment;the use of parts,supplies or software which are conditions,the"Agreement"). not supplied by CSA and which cause abnormally frequent service calls or service problems; 1. TERM.Maintenance under this Agreement shall start on the date(the"Start Date")of service performed by personnel other than CSA personnel;accident;use of the Equipment with installation for newly installed equipment(inclusive of standard embedded Canon brand non-compatible hardware or software components;electrical power malfunction or heating, software)(the"Equipment")covered under toner indusive service.For all other newly installed cooling or humidity ambient conditions;(c)de-installation,re-installation or relocation of Equipment,the Start Date shall be at the end of the relevant Equipment warranty or 90 days Equipment;(d)repairs to or realignment of Equipment,and related training,necessitated by from installation,whichever comes first.The Start Date is stated on the face page for all changes you made to your system configuration or network environment;(e)work which you previously in place Equipment.(a)The initial term specified on the face page shall renew for request to be performed outside of CSA's regular business hours;or(f)repair of any successive 12 month period unless either party gives written notice of non-renewal at least 30 network/system connection device,except when listed on face page. days prior to the expiration of the then-current term.The renewal charges shall be reflected on 5. DATA.You acknowledge that the hard drive(s)on the Equipment,including attached the invoice for the first billing cycle of the renewal period.You shall have the right to terminate devices,may retain images,content or other data that you may store for purposes of normal the renewal contract with 30 days advance written notice to CSA. operation of the Equipment("Data").You acknowledge that CSA is not storing Data on behalf of 2. CHARGES.Base charges shall be billed in advance and per image charges,shall be billed you and that exposure or access to the Data by CSA,if any,is purely incidental to the services in arrears.For Equipment designated as Corporate Advantage,the meter shall record a quantity performed by CSA.Neither CSA nor any of their affiliates has an obligation to erase or overwrite of 2 images for any image produced on media wider than 8'/".Invoices shall be due and Data upon your retum of the Equipment to CSA or any leasing company.You are solely payable within 30 days of the invoice date unless otherwise stated on the invoice.Applicable responsible for:(i)your compliance with applicable law and legal requirements pertaining to data taxes shall be added to the charges.If payments are late,(i)you shall pay the actual and privacy,storage,security,retention and protection;and(ii)all decisions related to erasing or reasonable costs and expenses of collection incurred by CSA,including the maximum attomey's overwriting Data.Without limiting the foregoing,you should,(a)enable the Hard Disk Drive fees permitted by law and(ii)CSA may charge you and you agree to pay,a late charge equal to (HDD)data erase functionality that is a standard feature on certain Equipment and/or(b)prior to five percent(5%)of the amount due for each billing period or portion of a billing period such retum or other disposition of the Equipment,utilize HDD(or comparable)formatting function payment is delayed or$10 as reasonable collection fees,not to exceed the maximum amount (which may be referred to as"Initialized All Data/Settings"function)if found on the Equipment to permitted by law.If the Standard Price Plan is selected on the face side,during the initial term, perform a one pass overwrite of Data or,if you have higher security requirements,you may the charges specified on the face page are subject to an annual increase up to 10%(as purchase from CSA at current rates an available option for the Equipment,which may include(x) determined by CSA in its sole discretion)either(i)on each anniversary of the start date or(ii) an HDD Data Encryption Kit option which disguises information before it is written to the hard once in each calendar year if you have selected the Aggregate Coverage Plan.Fixed Price drive using encryption algorithms,(y)a HDD Data Erase Kit that can perform up to a 3-pass Plans shall not increase during the initial term.If you have selected CFS on the face page as the overwrite of Data(for Equipment not containing data erase functionality as a standard feature), billing entity,your maintenance charges will appear on your periodic lease invoice along with or(z)a replacement hard drive(in which case you should property destroy the replaced hard standard lease charges.CFS will remit your payment of maintenance charges to CSA upon drive).The terms of this Section 5 shall solely govem as to Data,notwithstanding that any receipt.(a)Consumables Inclusive service indudes replenishment of consumables specified on provisions of this Agreement or any separate confidentiality or data security or other agreement the face page for exdusive use with the Equipment.CSA may terminate this Agreement if you now or hereafter entered into between you and CSA could be construed to apply to Data. use the consumables in a different manner.In the event your toner usage exceeds by more than 6. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY.CSA EXPRESSLY 10%the published manufacturer specifications for conventional office image coverage,as DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING IMPLIED determined by CSA,CSA may invoice you for such excess usage.You may purchase additional WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE toner from CSA if required during the term.You shall bear all risk of loss,theft or damage to RELATING TO THE USE OR PERFORMANCE OF THE EQUIPMENT AND SOFTWARE OR unused consumables,which shall remain CSA's property and shall be retumed promptly upon ANY METER READ COLLECTION METHOD PROVIDED BY CSA.YOU EXPRESSLY termination of this Agreement.(b)If you have selected the Fleet or Aggregate Coverage Plan, ACKNOWLEDGE THAT THE FURNISHING OF MAINTENANCE SERVICE UNDER THIS the Base Charge and the Covered Images shall apply to all of the Equipment on the Schedule AGREEMENT DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE unless otherwise indicated.If specified on the face page that the Listed Items are being added EQUIPMENT,SOFTWARE OR METER COLLECTION METHODS.CSA SHALL NOT BE to an existing Fleet Coverage Plan under a previous agreement between you and CSA,(i)the LIABLE FOR INJURY OR DAMAGE EXCEPT TO THE EXTENT CAUSED BY CSA'S fleet shall include the listed items under the previous agreement,and all other agreements for NEGLIGENCE OR WILLFUL MISCONDUCT.CSA SHALL NOT BE LIABLE FOR which the add to existing fleet option was selected,and(ii)the maintenance term for all Listed EXPENDITURES FOR SUBSTITUTE EQUIPMENT OR SERVICES,LOSS OF REVENUE OR Items under this Agreement shall be the same as the maintenance term for all listed items under PROFIT,LOSS,CORRUPTION OR RELEASE OF DATA,FAILURE TO REALIZE SAVINGS all such previous agreements.(c)If specified on the face page that the Listed Items are being OR OTHER BENEFITS,STORAGE CHARGES OR INCIDENTAL,SPECIAL,PUNITIVE OR added to an existing Aggregate Coverage Plan under a previous agreement between you and CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS CSA,the Covered Images shall apply to all of the Equipment on the schedule,unless otherwise AGREEMENT REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED indicated,plus the listed items under the previous agreement(s),and all other agreements for AND EVEN IF 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,including 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 payment including imageWARE Remote to receive software updates,activate features/new licenses is received by CSA.CSA may terminate this Agreement in whole or in part upon your default and/or transmit use and service data accumulated by the Equipment over your network by with thirty(30)days notice to you,unless such default is cured by you within the thirty(30)day means of an HTTPS protocol and to store,analyze and use such data for purposes related to period.If an overdue payment is disputed in good faith within thirty(30)days after the due date servicing the Equipment and product improvement.(e)You agree to provide meter readings to thereof,you shall pay all undisputed amounts and promptly make a good faith effort to resolve CSA,if applicable,in accordance with the meter read option selected and CSA's normal such dispute with CSA.In the event of your default,CSA may,without limiting its other rights procedures.If you selected the myCSA website,you,your employees or agents shall complete and remedies available under applicable law and this Agreement,require you to pay all charges CSA's registration process goveming access to and use of such website,and you agree to be then due but unpaid,including any applicable late charges,plus an early termination fee equal to bound by,and comply with its Terms of Use.CSA may change your meter read options from three(3)times the average monthly billing to date and any excess toner charges per Section time to time upon 60 days notice.If CSA does not receive timely meter readings from you,you 2(b).You agree that such charges are reasonable liquidated damages for loss of bargain and agree to pay invoices that reflect CSA's estimates of meter readings.CSA reserves the right to not a penalty. verify the accuracy of any meter readings from time to time,and to invoice you for any shortfall 8. GOVERNING LAW.THIS AGREEMENT AND ALL CLAIMS,DISPUTES AND CAUSES in the invoice for the next periodic billing cycle. OF ACTION RELATING THERETO,WHETHER SOUNDING IN CONTRACT,TORT OR 3. COVERED SERVICE.CSA shall provide all routine preventive maintenance and emergency STATUTE,SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE service necessary to keep the Equipment in good working order in accordance with this LAWS OF THE STATE OF NEW YORK.YOU CONSENT TO THE EXCLUSIVE Agreement and CSA's normal practice.Such service shall be performed during CSA's local JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED WITHIN regular business hours(8:30 A.M.to 5:00 P.M.Monday through Friday,except holidays). THE CITY OF NEW YORK UPON SERVICE OF PROCESS MADE IN ACCORDANCE (a)You shall afford CSA reasonable and safe access to the Equipment to perform on-site WITH THE APPLICABLE STATUTES AND RULES OF THE STATE OF NEW YORK OR service.CSA may terminate its maintenance obligations as to any Equipment if you relocate it to THE UNITED STATES.ANY AND ALL SUITS YOU COMMENCEAGAINST CSA, a site outside CSA's service territory.If,in CSA's opinion,any Equipment cannot be maintained WHETHER OR NOT ARISING UNDER THIS AGREEMENT,SHALL BE BROUGHT ONLY in good working order through CSA's routine maintenance services,CSA may,at its option,(i) IN THE STATE OR FEDERAL COURTS LOCATED WITHIN THE CITY OF NEW YORK. substitute comparable Equipment or(ii)cancel any balance of the term of this Agreement as to YOU HEREBY WAIVE OBJECTIONS AS TO VENUE AND CONVENIENCE OF FORUM. such Equipment and refund the uneamed portion of any prepaid charges hereunder.Parts or ANY SUIT,OTHER THAN ONE SEEKING PAYMENT OF AMOUNTS DUE HEREUNDER, Equipment replaced or removed by CSA in connection with maintenance services hereunder SHALL BE COMMENCED,IF AT ALL,WITHIN ONE(1)YEAR OF THE DATE THAT THE shall become the property of CSA and you disclaim any interest therein.(b)CSA shall make CLAIM ACCRUES.THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL available to you from time to time upgrades and bug fixes for the software licensed as part of the IN ANY SUIT BETWEEN THEM. Equipment("Embedded Software"),but:(i)only if such upgrades and bug fixes are provided to 9. ENTIRE AGREEMENT.This Agreement shall be binding upon your signature and upon the CSA by the developers of such Embedded Software,(ii)availability of upgrades and bug fixes installation of the Equipment by CSA or commencement of the covered services if this may be at additional charge,and(iii)installation of such upgrades and bug fixes by CSA if Agreement is for renewal of a prior maintenance agreement or for equipment previously requested by you shall be at additional charge. You are not required to use CSA for installation installed.This Agreement constitutes the entire agreement between the parties with respect to of any upgrades and bug fixes,but if installation is done by anyone other than CSA,CSA shall the fumishing of maintenance service for the Equipment,superseding all previous proposals and have no responsibility for any performance or other issues that may result from such agreements,oral or written.All provisions of this Agreement including Section 5,which by their installation. CSA shall also use reasonable efforts to provide Level 1 support for the Embedded nature can be construed to survive the expiration or termination of the Agreement shall so Software.Level 1 support consists of(i)providing help-line telephone assistance in operating survive.Any purchase order utilized by you shall be for your administrative convenience only, the Embedded Software and identifying service problems and attempting to troubleshoot any and any terms therein which conflict with,vary from or supplement the provisions of this such problems in the Embedded Software;(ii)escalating operating problems to the available Agreement shall be deemed null and void.No representation or statement not contained on the developer of the Embedded Software as needed to rectify such problems,including facilitating original of this Agreement shall be binding upon CSA as a warranty or otherwise,nor shall this contact between you and the developer of the Embedded Software as necessary;and(iii) Agreement be modified or amended except by a writing signed by both you and a designated maintaining a log of such problems to assist in tracking the same.Embedded Software as used representative of CSA.If a court finds any provision of this Agreement(or part thereof)to be herein does not include separately-priced application software supplied by CSA to you under unenforceable,the remaining provisions of this Agreement shall remain in full force and effect. any separate acquisition agreement,and support therefor shall be solely govemed by the This Agreement shall not be assignable by you without CSA's prior written consent,and any provisions thereof. attempted assignment without such consent shall be void.You expressly disclaim having relied 4. NON-COVERED SERVICE.The following services,and any other work beyond the scope of upon any representation or statement conceming the capability,condition,operation, this Agreement,shall be invoiced in accordance with CSA's then current labor,parts and supply performance or specifications of the Equipment and Software,except to the extent set forth on charges:(a)replacement of any consumable supply item not provided as part of toner inclusive the original of this Agreement.You agree that CSA may accept an electronic image of this service identified on the face page,including,without limitation,paper,toner,ink,waste Agreement as an original,and that electronic copies of your signature will be treated as an containers,fuser oil,staples,other media,print heads and puncher dies;(b)repairs original for all purposes. SER-023N October 2018 CSA This transaction shall be governed in all respects by the Ts&Cs of contract#FI-R-0251-18 Page 2 dated 10-1-2018 between CSA and DuPage County and any Ts&Cs which conflict with or vary from the contract terms shall be deemed null and void. Canon MAINTENANCE AGREEMENT EQUIPMENT ADDENDUM CANON SOLUTIONS AMERICA This document is to be utilized to supplement a new Maintenance Canon Solutions America,Inc.("CSA") Agreement with additional lines for Equipment. One Canon Park,Melville,NY 11747 (800)613-2228 Salesperson Mark Leestma Order Date: 11 / 28 /2018 Customer( you"): Customer Account: Company: CITY OF RANCHO PALOS VERDES For each unit of Equipment listed below,specify contact and Equipment location in the relevant spaces allotted for each Address: 30940 HAWTHORNE BLVD unit of Equipment. City:RANCHO PALOS VERDES County: LOS ANGELES Meter Read Collection Options State: CA Zip:90275-5391 Phone#: 310.514.5311 imageWARE Remote unless noted in table below` Contact: LUKASZ BUCHWALD Fax#: W = myCSA website Email: Ibuchwald@rpvca.gov 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 Corporate Start Meter per unit AdvantageAlt Meter B&W Color B&W Color Long Sheet B&W Color Long Sheet or Fleet Yes/No Method* IRADVC7570IV2 0.00650 0.04100 $0.00 No Contact: LUKASZ BUCHWALD Phone#:310.514.5311 Fax#: Email: Ibuchwald@rpvca.gov Location: 30940 HAWTHORNE BLVD RANCHO PALOS VERDES,CA 90275-5391 Auto Toner Fulfillment:❑**(Requires imageWare Remote) IRADVC75701V2 0.00650 0.04100 $0.00 No Contact:LUKASZ BUCHWALD Phone#:310.514.5311 Fax#: Email:Ibuchwald@rpvca.gov Location: 30940 HAWTHORNE BLVD RANCHO PALOS VERDES,CA 90275-5391 Auto Toner Fulfillment:0**(Requires imageWare Remote) Contact: Phone#: Fax#: Email: Location: Auto Toner Fulfillment:0**(Requires imageWare Remote) Contact: Phone#: Fax#: Email: Location: Auto Toner Fulfillment:❑**(Requires imageWare Remote) Contact: Phone#: Fax#: Email: Location: Auto Toner Fulfillment:0**(Requires imageWare Remote) Contact: Phone#: Fax#: Email: Location: Auto Toner Fulfillment:0**(Requires imageWare Remote) Contact: Phone#: Fax#: Email: Location: Auto Toner Fulfillment:0**(Requires imageWare Remote) Contact: Phone#: Fax#: Email: Location: Auto Toner Fulfillment:❑**(Requires imageWare Remote) Contact: Phone#: Fax#: Email: Location: Auto Toner Fulfillment:0**(Requires imageWare Remote) Carry forward to Face side of Agreement Subtotal $0.00 SER-023B September 2018 CSA Caiioii ACQUISITION AGREEMENT LEASE OR PURCHASE *National IPA* CANON SOLUTIONS AMERICA # S0891676.01 Canon Solutions America,Inc.("CSA") One Canon Park,Melville,NY 11747 (800)613-2228 Salesperson Mark Leestma Order Date: 11 28 / 2018 Customer("you"): Customer Account: Ship To: Customer Account: 1622770 Company: CITY OF RANCHO PALOS VERDES Company: CITY OF RANCHO PALOS VERDES Address: 30940 HAWTHORNE BLVD Address: Please See Addendum City: RANCHO PALOS VERDES County:LOS ANGELES City: County: State: CA Zip: 90275-5391 Phone#: 310.514.5311 State: Zip: Phone#: Contact Lukasz Buchwald Fax#: Contact Please See Addendum Fax#: Email: Ibuchwald@rpvca.gov Email: Lease or Purchase: [Z1 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. El Canon Financial Services,Inc. ❑ Other (Name of Leasing Company): 0 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 Please See Addendum This transaction shall be governed in all respects by the Terms and conditions of contract#FI-R-0251-18 dated 10-1-2018 between Canon Solutions America,Inc.and DuPage County and any terms and conditions which conflict with or vary from the contract terms shall be deemed null and void. Parent Terms Other Requirements Subtotal from $ 2,005.43 Supplemental Addendum ❑ Check with Order Check# Subtotal $ 2,005.43 0 P.O.Required 0 Net 30 P.O.# Delivery/Install Included El Lease 0 Tax Exempt Sales Tax Applicable 0 Other (Attach Certificate) Total ❑ Credit Card: 0 Customer Declines Deposit 0.00 Requires submission of secure credit card authorization form. Equipment Maintenance Balance Due Shipping Instructions Customer Delivery Information Customer IT Contact information Ship Via: Name LUKASZ BUCHWALD Email Ibuchwald@rpvca.gov This individual may be contacted for network connectivity. Hours of Operation 9-5 Phone 310.514.5311 Earliest Date for Delivery: 12 /7 /2018 Name LUKASZ BUCHWALD Number of Steps Special Delivery/Installation Instruction Phone 310.514.5311 Elevator Yes gi No 0 Email Ibuchwald@rpvca.gov Loading Dock Yes 0 No 0 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 AND CONDITIONS ON PAGE 2 HEREOF AND IN ANY ADD NDUM(S)HERETO ARE INCORPORATED AND MADE PART OF THIS AGREEMENT. Customer's Authorized Sicnature Printed Name Dot)G Lii L L Title CAT? /41A V C E l2 Date )02- — I 0 SLS-004N October 2018 CSA ADDITIONAL TERMS AND CONDITIONS # S0891676.01 These are the additional terms and conditions referred to on the face page to which CSA,if any,is purely incidental to the services performed by CSA.Neither CSA nor they are attached.Such face page and addendum(s),collectively with these terms and any of their affiliates has an obligation to erase or overwrite Data upon your return of conditions,the"Agreement." the Equipment to CSA or any leasing company.You are solely responsible for:(i)your 1. LEASE OR PURCHASE PRICE AND PAYMENT.You agree to lease or compliance with applicable law and legal requirements pertaining to data privacy, purchase the units of equipment and supplies(the"Equipment")and licenses of storage,security,retention and protection;and(ii)all decisions related to erasing or application software with separate support contracts(the"Listed Software"and, overwriting Data.Without limiting the foregoing,you should,(a)enable the Hard Disk together with the Equipment,the"Listed Items"),in each case as indicated on the face Drive(HDD)data erase functionality that is a standard feature on certain Equipment page hereof or in any addendum(s)hereto.(a)If purchasing the Listed Items,the total and/or(b) prior to return or other disposition of the Equipment,utilize the HDD(or purchase price specified in the Agreement,including sales taxes and comparable)formatting function(which may be referred to as"Initialized All delivery/installation charges,is due and payable in accordance with the payment Data/Settings"function)if found on the Equipment to perform a one pass overwrite of terms of this Agreement.(b)If leasing the Listed Items,CSA shall sell the Listed Items Data or,if you have higher security requirements,you may purchase from CSA at to the Leasing Company subject in all respects to the warranty limitations and current rates an appropriate option for the Equipment,which may include(x)an HDD disclaimers and limitations of liability in this Agreement.You shall enter into a lease Data Encryption Kit option which disguises information before it is written to the hard agreement with the Leasing Company providing,in addition to such terms and drive using encryption algorithms,(y)a HDD Data Erase Kit that can perform up to a conditions as the Leasing Company shall require,for fixed periodic lease payments 3-pass overwrite of Data(for Equipment not containing data erase functionality as a indicated herein over a fixed lease term as specified in the lease agreement. standard feature), or(z)a replacement hard drive(in which case you should properly Delivery/installation charges,if separately itemized in this Agreement,are due and destroy the replaced hard drive).The terms of this Section 3 shall solely govern as to payable in accordance with the payment terms of this Agreement.You are responsible Data,notwithstanding that any provisions of this Agreement or any separate for payment of sales or use taxes on monthly rentals if applicable,even if not specified confidentiality or data security or other agreement now or hereafter entered into in this Agreement.(c)In addition to the amounts shown in this Agreement,you shall between you and CSA could be construed to apply to Data. pay GSA's rates for any special rigging for delivery and installation when CSA notifies 4. SECURITY;LATE PAYMENT.As security for the payment of all amounts due to you of in advance,subject to your approval. (d)CSA will,at no additional charge, CSA,you hereby grant to CSA a security interest in the Listed Items.To the extent install all Equipment in accordance with its normal practices and requirements. permitted by applicable law,you hereby authorize CSA to file with the appropriate Maintenance and any other post-installation support of Equipment is not covered by governmental authorities any and all financing statements necessary to evidence or this Agreement,and will only be provided by CSA if a separate maintenance perfect CSA's security interest in the Listed Items.Without limiting any of CSA's right agreement is entered into and to the extent provided therein.(e) and remedies under applicable law,if payments are late,you shall pay the actual and Installation/Implementation of Listed Software may be at an additional charge except reasonable costs and expenses of collection incurred by CSA,including the maximum to the extent included as a Listed Item,and may be conditioned on your agreement to attorney's fees permitted by law and CSA may charge you and you agree to pay,a a separate statement of work or other document covering the scope and schedule of late charge equal to the higher of five percent(5%)of the amount due or$10 as installation/implementation,configuration options,responsibilities of each party,and reasonable collection fees,not to exceed the maximum amount permitted by law. other matters,which shall solely govern as to the matters covered therein. Additional 5. WARRANTY OF BUSINESS PURPOSE.You represent and warrant that that the charges may apply for work beyond the initial scope described in such separate Listed Items will not be used for personal,family or household purposes. document.(f)Support for Listed Software is provided directly by the respective 6. LIMITATION OF LIABILITY.CSA SHALL NOT BE LIABLE FOR INJURY OR developers thereof and as set forth in each developer's applicable separate support DAMAGE EXCEPT TO THE EXTENT CAUSED BY CSA'S NEGLIGENCE OR contract,and is not provided by CSA under this Agreement except as expressly WILLFUL MISCONDUCT.CSA SHALL NOT BE LIABLE FOR EXPENDITURES FOR provided herein. Support for Listed Software may require separate purchase by you of SUBSTITUTE EQUIPMENT,LOSS OF REVENUE OR PROFIT,LOSS, a support contract,unless included under this Agreement as a Listed Item. The terms CORRUPTION OR RELEASE OF DATA,FAILURE TO REALIZE SAVINGS OR of support contracts for Listed Software are available from the developers,or will be OTHER BENEFITS,STORAGE CHARGES OR INCIDENTAL,SPECIAL,PUNITIVE provided to you by CSA upon request.Notwithstanding any provision in the support OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH contract to the contrary,it shall automatically renew on an annual basis,subject to a THIS AGREEMENT,REGARDLESS OF THE LEGAL THEORY ON WHICH THE price increase after the initial term.(g)CSA shall make available to you from time to CLAIM IS BASED AND EVEN IF CSA HAS BEEN ADVISED OF THE POSSIBILITY time upgrades and bug fixes for the Listed Software,but:(i)only if such upgrades and OF SUCH DAMAGES. bug fixes are provided to CSA by the developers of such Listed Software,(ii) 7. CHOICE OF LAW AND FORUM.THIS AGREEMENT AND ALL CLAIMS, availability of upgrades and bug fixes may be at additional charge,and(iii)installation DISPUTES AND CAUSES OF ACTION RELATING THERETO,WHETHER of such upgrades and bug fixes by CSA if requested by you shall be at additional SOUNDING IN CONTRACT,TORT OR STATUTE,SHALL BE GOVERNED BY AND charge. You are not required to use CSA for installation of either Listed Software or CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. for any upgrades and bug fixes,but if installation is done by anyone other than CSA, YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE CSA shall have no responsibility for any performance or other issues that may result OR FEDERAL COURT LOCATED WITHIN THE CITY OF NEW YORK UPON from such installation. CSA shall also use reasonable efforts to provide Level 1 SERVICE OF PROCESS MADE IN ACCORDANCE WITH THE APPLICABLE support for the Listed Software for so long as a CSA maintenance agreement for the STATUTES AND RULES OF THE STATE OF NEW YORK OR THE UNITED related Equipment remains in effect,except that for certain Listed Software,Level 1 STATES.ANY AND ALL SUITS YOU COMMENCE AGAINST CSA,WHETHER OR support shall be provided only if and so long as a separate software support contract NOT ARISING UNDER THIS AGREEMENT,SHALL BE BROUGHT ONLY IN THE for such Listed Software from the developer thereof is in effect.Level 1 support STATE OR FEDERAL COURTS LOCATED WITHIN THE CITY OF NEW YORK.YOU consists of(i)providing help-line telephone assistance in operating the Listed HEREBY WAIVE OBJECTIONS AS TO VENUE AND CONVENIENCE OF FORUM. Software and identifying service problems and attempting to troubleshoot any such ANY SUIT,OTHER THAN ONE SEEKING PAYMENT OF AMOUNTS DUE problems in the Listed Software;(ii)escalating operating problems to the available HEREUNDER,SHALL BE COMMENCED,IF AT ALL,WITHIN ONE(1)YEAR OF developer of the Listed Software as needed to rectify such problems,including THE DATE THAT THE CLAIM ACCRUES.THE PARTIES IRREVOCABLY WAIVE facilitating contact between you and the developer of the Listed Software as ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN THEM. necessary;and(iii)maintaining a log of such problems to assist in tracking the same. 8. GENERAL.This Agreement shall be binding on you upon your signature and on (h)If you acquired Uniflow,an authorized CSA representative may receive a print CSA upon the delivery of any of the Listed Items.All provisions of this Agreement usage report for business reviews.(i)CSA reserves the right to withhold shipment of including Section 3,which by their nature can be construed to survive the expiration or the Listed Items(i)until you make full payment of the total price specified in this termination of the Agreement shall so survive.This Agreement,together with any Agreement or if CSA revokes any credit extended to you because of your failure to related CSA credit application,constitutes the entire agreement between the parties pay any amounts when due or for any other reason affecting your creditworthiness,or with respect to the furnishing of the Listed Items,superseding all previous proposals (ii)until you enter into a lease agreement with the Leasing Company and the Leasing and agreements,oral or written.No lease agreement entered into between you and Company commits to full payment of the purchase price agreed to between CSA and the Leasing Company with respect to any Listed Items shall be binding on CSA in any the Leasing Company.If at any time prior to shipment,CSA discovers any mistake in respect or affect your rights or GSA's obligations hereunder.Any purchase order pricing or Equipment configuration for any Listed Item(s),CSA reserves the right to utilized by you shall be for your administrative convenience only,and any terms notify you of the mistake in writing,and such notification will constitute the non- therein which conflict with,vary from or supplement the provisions of this Agreement acceptance of this Agreement by it with respect to such Listed Items without liability. shall be deemed null and void.No representation or statement not contained on the 2. LIMITED WARRANTY.All Canon and Océ brand Equipment is provided with a original of this Agreement shall be binding upon CSA as a warranty or otherwise,nor manufacturer's end user limited warranty from Canon USA,Inc.CSA is an authorized shall this Agreement be modified or amended except by a writing signed by you and a Canon service dealer and provides warranty service under the Canon USA limited designated representative of CSA.If a court finds any provision of this Agreement(or warranties. All other Listed Items are provided subject to such end user warranties part thereof)to be unenforceable,the remaining provisions of this Agreement shall and license terms as are provided by the manufacturer or developer as packaged or remain in full force and effect.This Agreement shall not be assignable by you without otherwise provided with the Listed Items. CSA shall upon your request provide to you GSA's prior written consent,and any attempted assignment without such consent, copies of all such end user warranties and license. SUCH WARRANTIES ARE IN which shall not be unreasonably withheld,shall be void;except that you may,as LIEU OF ALL OTHER WARRANTIES,EXPRESSED OR IMPLIED,INCLUDING ANY described above,assign to your leasing company your right to acquire the Listed IMPLIED WARRANTIES REGARDING MERCHANTABILITY OR FITNESS FOR A Items and your warranty rights hereunder,but your other rights hereunder,are not PARTICULAR PURPOSE,RELATING TO THE USE OR PERFORMANCE OF THE assignable to the leasing company and such assignment shall not relieve you of any of LISTED ITEMS,AND ALL SUCH OTHER WARRANTIES ARE HEREBY EXPRESSLY your obligations hereunder.You expressly disclaim having relied upon any DISCLAIMED. YOU EXPRESSLY ACKNOWLEDGE THAT SUCH WARRANTIES DO representation or statement concerning the capability,condition,operation, NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE LISTED ITEMS. performance or specifications of the Listed Items,except to the extent set forth on the 3. DATA.You acknowledge that the hard drive(s)on the Equipment,including original of this Agreement.You agree that CSA may accept an electronic image of this attached devices,may retain images,content or other data that you may store for Agreement as an original,and that electronic copies of your signature will be treated purposes of normal operation of the Equipment("Data").You acknowledge that CSA is as an original for all purposes. not storing Data on your behalf and that exposure or access to the Data by This transaction shall be governed in all respects by the Ts&Cs of contract#FI-R-0251-18 SLS-004N October 2018 CSA dated 10-1-2018 between CSA and DuPage County and any Ts&Cs which conflict with or Page 2 vary from the contract terms shall be deemed null and void. Cauou ADDENDUM TO ADD ADDITIONAL EQUIPMENT TO ACQUISITION AGREEMENT#S0891676.01 (the"Agreement") CANON SOLUTIONS AMERICA Canon Solutions America,Inc.("CSA") One Canon Park,Melville,NY 11747 (800)613-2228 Mark Leestma 11 28 2018 Salesperson Order Date: / / Customer("you"): Company:CITY OF RANCHO PALOS VERDES Contact:Lukasz Buchwald Address:30940 HAWTHORNE BLVD Phone: 310.514.5311 Fax: City:RANCHO PALOS VERDES State:CA Zip:90275-5391 E-Mail: Ibuchwald@rpvca.gov PLEASE PRINT Equipment,Supplies and Licenses of Application Software with listed third party support contracts and Ship To locations and contacts Periodic Load item Unit Payment! Ship To location Elev. #of Contact Name Product Description Qty Dock E-Mail Code Price Purchase (if different than above) (y/n) Step !n) &Phone Number Price Y 0605C039 IMAGERUNNER ADVANCE 1 2,005.43 30940 HAWTHORNE BLVD-2NC N 0 N Lukasz Buchwald Ibuchwald r vca. ov C5535I II RANCHO PAL(CA 90275-5391 310.514.5311 @ p g 0609C002 CASSETTE FEEDING 1 Included 30940 HAWTHORNEN 0 N BLVD-2NC Lukasz Buchwald Ibuchwald@rpvca.gov UNIT-AMI RANCHO PAL(CA 90275-5391 310.514.5311 CONVENIENCE STAPLER- 30940 HAWTHORNE BLVD-2NCLukasz Buchwald 1348V957 Al 1 Included RANCHO PAL(CA 90275-5391 N 0 N 310.514.5311 Ibuchwald@rpvca.gov INNER FINISHER-H1 1 Included 30940 HAWTHORNE BLVD-2NC N 0 N Lukasz Buchwald 0615C002 Ibuchwald@rpvca.gov RANCHO PAL(CA 90275-5391 310.514.5311 0166C007 SUPER G3 FAX BOARD- 1 Included 30940 HAWTHORNE BLVD-2NC N 0 N Lukasz Buchwald AS2 RANCHO PAL(CA 90275-5391 310.514.5311 Ibuchwald@rpvca.gov ESP NEXT GEN PCSLukasz Buchwald 1972V064 1 Included 30940 HAWTHORNE BLVD-2NC N 0 N Ibuchwald@rpvca.gov FILTER(120V/15A) RANCHO PAL(CA 90275-5391 310.514.5311 MID VOLUME 30940 HAWTHORNE BLVD-2NC Lukasz Buchwald 2368V120 CONNECTIVITY 30+PPM I Included N 0 N RANCHO PAL(CA 90275-5391 310.514.5311 Ibuchwald@rpvca.gov 3088V679 INSTALL PAK C5535I& 1 Included 30940 HAWTHORNE BLVD-2NC N 0 N Lukasz Buchwald Ibuchwald@rpvca.gov C5540I RANCHO PAL(CA 90275-5391 310.514.5311 IntSu lies Pre-install supplies installed l Included 30940 HAWTHORNE BLVD-2NC N 0 N Lukasz Buchwald pp in machine RANCHO PAL(CA 90275-5391 310.514.5311 Ibuchwald@rpvca.gov 0605C039 IMAGERUNNER ADVANCE 1 Included 30940 HAWTHORNE BLVD N 0 N Lukasz Buchwald C55351 II RANCHO PAL(CA 90275-5391 310.514.5311 Ibuchwald@rpvca.gov 0609C002 CASSETTE FEEDING 1 Included 30940 HAWTHORNE BLVD N 0 N Lukasz Buchwald Ibuchwald@rpvca.gov UNIT-AMI RANCHO PAL(CA 90275-5391 310.514.5311 1348V957 CONVENIENCE STAPLER- 1 Included 30940 HAWTHORNE BLVD N 0 N Lukasz Buchwald Ibuchwald rpvca. ov Al RANCHO PAL CA 90275-5391 310.514.5311 @ g 0615C002 INNER FINISHER-H1 l Included 30940 HAWTHORNE BLVD N 0 N Lukasz Buchwald RANCHO PAL(CA 90275-5391 310.514.5311 Ibuchwald@rpvca.gov SUPER G3 FAX BOARD- 30940 HAWTHORNE BLVD Lukasz Buchwald 0166C007 AS2 1 Included RANCHO PAL(CA 90275-5391 N 0 N 310.514.5311 Ibuchwald@rpvca.gov Carry forward to Face side of Agreement Subtotal SLS-004A March 2018 CSA Canon ADDENDUM TO ADD ADDITIONAL EQUIPMENT TO ACQUISITION AGREEMENT#S0891676.01 (the"Agreement") CANON SOLUTIONS AMERICA Canon Solutions America,Inc.("CSA") One Canon Park,Melville,NY 11747 (800)613-2228 Mark Leestma 11 28 2018 Salesperson Order Date: / / Customer e"you"): Company:CITY OF RANCHO PALOS VERDES Contact:Lukasz Buchwald Address:30940 HAWTHORNE BLVD Phone: 310.514.5311 Fax: City:RANCHO PALOS VERDES State:CA Zip:90275-5391 E-Mail: Ibuchwald@rpvca.gov PLEASE PRINT Equipment.Supplies and Licenses of Application Software with listed third party support contracts and Ship To locations and contacts Periodic Load item . Unit Payment/ Ship To location Elev. #of Contact Name Product Description Qty Clock E-Mail Code Price Purchase of different than above) (yin) Step {yin) &Phone Number Price 1972V064 ESP NEXT GEN PCS 1 Included 30940 HAWTHORNE BLVD N 0 N Lukasz Buchwald vca uc Ibhwald r . ov POWER FILTER(120V/15A) RANCHO PAL(CA 90275-5391 _ 310.514.5311 °�p g 2368V120 MID VOLUME 30940 HAWTHORNE BLVD Lukasz Buchwald CONNECTIVITY 30+PPM 1 IncludedN 0 N RANCHO PAL(CA 90275-5391 310.514.5311 Ibuchwald@rpvca.gov INSTALL PAK C5535I& 30940 HAWTHORNE BLVDLukasz Buchwald Ibuchwald@rpvca.gov 3088V679 C55401 1 Included RANCHO PAL(CA 90275-5391 N 0 N 310.514.5311 Pre-install supplies installed 1 Included 30940 HAWTHORNE BLVD N 0 N Lukasz Buchwald IntSupplies in machine RANCHO PAL(CA 90275-5391 _ 310.514.5311 Ibuchwald@rpvca.gov 11900018 IMAGERUNNER ADVANCE 3 Included 30940 HAWTHORNE BLVD N 0 N Lukasz Buchwald C75701 II RANCHO PAL(CA 90275-5391 310.514.5311 Ibuchwald@rpvca.gov UPRIGHT CONTROL 30940 HAWTHORNE BLVD Lukasz Buchwald 0169C003 PANEL-E3(Not Compatible 3 Included RANCHO PAL(CA 90275-5391 N 0 N 310.514.5311 Ibuchwald@rpvca.gov CONVENIENCE STAPLER- 30940 HAWTHORNE BLVD Lukasz Buchwald 1348V957 Al 3 Included N 0 N Ibuchwald@rpvca.gov RANCHO PAL(CA 90275-5391 310.514.5311 0124C003 STAPLE FINISHER-V2 3 Included 30940 HAWTHORNE BLVD N 0 N Lukasz Buchwald Ibuchwald@rpvca.gov (CANNOT BE USED W/iR RANCHO PAL(CA 90275-5391 310.514.5311 0126C001 2/3 HOLE PUNCHER UNIT- 3 Included 30940 HAWTHORNE BLVD N 0 N Lukasz Buchwald Ibuchwald@rpvca.gov Al RANCHO PAL(CA 90275-5391 310.514.5311 INSTALL PAK 30940 HAWTHORNE BLVD Lukasz Buchwald 3133V962 C7565I/C75701/C75801 3 Included RANCHO PAL(CA 90275-5391 N 0 N 310.514.5311 Ibuchwald@rpvca.gov 2368V120 MID VOLUME 3 Included 30940 HAWTHORNE BLVD N 0 N Lukasz Buchwald CONNECTIVITY 30+PPM RANCHO PAL(CA 90275-5391 310.514.5311 Ibuchwald@rpvca.gov IntSu lies Pre-install supplies installed 3 Included 30940 HAWTHORNE BLVD N 0 N Lukasz Buchwald pp in machine RANCHO PAL(CA 90275-5391 310.514.5311 Ibuchwald@rpvca.gov IMAGERUNNER ADVANCE 31501 PALOS VERDES DRIVE,VNLukasz Buchwald Ibuchwald r vca. ov 0605C039 C5535I II l Included RANCHO PAL(CA 90275-5391 0 N 310.514.5311 @ p g 0609C002 CASSETTE FEEDING 1 Included 31501 PALOS VERDES DRIVE,V N 0 N Lukasz Buchwald UNIT-AM1 RANCHO PAL(CA 90275-5391 310.514.5311 Ibuchwald@rpvca.gov Carry forward to Face side of Agreement Subtotal SLS-004A March 2018 CSA Cation ADDENDUM TO ADD ADDITIONAL EQUIPMENT TO ACQUISITION AGREEMENT#S0891676.01 (the"Agreement") CANON SOLUTIONS AMERICA Canon Solutions America,Inc.("CSA") One Canon Park,Melville,NY 11747 (800)613-2228 Mark Leestma 11 28 2018 Salesperson Order Date: / / Customer(`‘you"): Company:CITY OF RANCHO PALOS VERDES Contact:Lukasz Buchwald Address:30940 HAWTHORNE BLVD Phone: 310.514.5311 Fax: City:RANCHO PALOS VERDES State:CA Zip:90275-5391 E-Mail: Ibuchwald@rpvca.gov PLEASE PRINT Equipment Supplies and Licenses of Application Software with listed third party support contracts and Ship To locations and contacts Periodic Load Item Unit Payment/ Ship To;location Elev. #of Contact Name Product Description Qty Dock E-Mail Code Price Purchase (if different than above) (yin) Step { /n} &Phone Number Price y CONVENIENCE STAPLER- 31501 PALOS VERDES DRIVE,V Lukasz Buchwald 1348V957 1 Included N 0 N Ibuchwald@rpvca.gov Al RANCHO PAL(CA 90275-5391 310.514.5311 0615C002 INNER FINISHER-H1 N 0 N 1 Included 31501 PALOS VERDES DRIVE,V Lukasz Buchwald Ibuchwald@rpvca.gov RANCHO PAL(CA 90275-5391 310.514.5311 SUPER G3 FAX BOARD- 31501 PALOS VERDES DRIVE,VLukasz Buchwald 0166C007 AS2 1 Included RANCHO PAL(CA 90275-5391 N 0 N 310.514.5311 Ibuchwald@rpvca.gov ESP NEXT GEN PCS1 Included 31501 PALOS VERDES DRIVE,V N 0 N Lukasz Buchwald 1972V064 POWER FILTER(120V/15A) RANCHO PAL(CA 90275-5391 310.514.5311 Ibuchwald@rpvca.gov MID VOLUME 31501 PALOS VERDES DRIVE,VLukasz Buchwald 2368V120 CONNECTIVITY 30+PPM 1 Included RANCHO PAL(CA 90275-5391 N 0 N 310.514.5311 Ibuchwald@rpvca.gov INSTALL PAK C5535I& 31501 PALOS VERDES DRIVE,VLukasz Buchwald 3088V679 C55401 1 Included RANCHO PAL(CA 90275-5391 N 0 N 310.514.5311 Ibuchwald@rpvca.gov IntSu lies Pre-install supplies installed 1 Included 31501 PALOS VERDES DRIVE,V N 0 N Lukasz Buchwald pp in machine RANCHO PAL(CA 90275-5391 310.514.5311 Ibuchwald@rpvca.gov Carry forward to Face side of Agreement Subtotal SLS-004A March 2018 CSA Canon ADDENDUM TO ADD ADDITIONAL EQUIPMENT TO ACQUISITION AGREEMENT#S0891676.01(the"Agreement") CANON SOLUTIONS AMERICA Canon Solutions America,Inc.("CSA") One Canon Park,Melville,NY 11747 (800)613-2228 Mark Leestma 11 28 2018 Salesperson Order Date: I I Customer("you"): -- Company:CITY OF RANCHO PALOS VERDES Contact:Lukasz Buchwald Address:30940 HAWTHORNE BLVD Phone: 310.544.5311 Fax: City:RANCHO PALOS VERDES State:CA Zip:90275-5391 E-Mail: Ibuchwald@rpvca.gov PLEASE PRINT _hai_.,pmert d:im i�.�a and I,nanca; -,;apalhcatir,n S,_;`Lvara:Aiith IlLtaxi Sari G:,-irti ar;;;,:'t:oontranta and Snir Tn inra`ion.a and ron+actn Periodic Load item Product Description Qty Unit Payment/ Ship To location Elev. d of Dock Contact None E-Mag Code Price Purchase (if different than above) (yin) Step (yin) &Phone Number Price CONVENIENCE STAPLER- 1348V957 Al 1 Included 31501 PALOS VERDES DRIVE,V N 0 N Lukasz Buchwald lbuchwald rpvca. ov RANCHO PAL(CA 90275-5391 310.514.5311 g 06150002 INNER FINISHER-H1 1 Included 31501 PALOS VERDES DRIVE,V N 0 N Lukasz Buchwald RANCHO PAL(CA 90275-5391 310.514.5311 lbuchwald@rpvca.gov 0166C007 SUPER G3 FAX BOARD- 1 Included 31501 PALOS VERDES DRIVE,V N 0 N Lukasz Buchwald AS2 RANCHO PAL(CA 90275-5391 310.514.5311 Ibuchwald@rpvca.gov ESP NEXT GEN PCS 31501 PALOS VERDES DRIVE,V Lukasz Buchwald 1972V064 POWER FILTER(120V/15A) 1 Included RANCHO PAL(CA 90275-5391 N 0 _ N 310.514.5311 lbuchwald@rpvca.gov MID VOLUME 31501 PALOS VERDES DRIVE,VLukasz Buchwald 2368V120 CONNECTIVITY 30+PPM 1 Included RANCHO PAL(CA 90275-5391 , N 0 N 310.514.5311 Ibuchwald@rpvca.gov 3088V679 INSTALL PAK C55351& 1 Included 31501 PALOS VERDES DRIVE,V Lukasz Buchwald C55401 RANCHO PAL(GA 90275-5391 N 0 N 310.514.5311 lbuc hwald©rpvca.gov Pre-install supplies installed 31501 PALOS VERDES DRIVE,V Lukasz Buchwald Ibuchwald@rpvca.gov IntSupplies in machine 1 Included RANCHO PAL(CA 90275 5391 N 0 N 310.514.5311 +�rpvca. v /9 0162C002 PAPER DECK UNIT-El 1 Included 30940 HAVVTHORNE BLVD 2nd Fl N 0 N Lukasz Buchwald Ibuchwald©rpvca.gov i, _/ ' als Rancho Palos Verdes,CA 90275 310 514 5311 Carry forward to Face side of Agreement Subtotal SLS-004A Mardi 2018 CSA Canon CANON FINANCIAL SERVICES,INC. ("CFS") Municipal Fiscal Funding Addendum Remittance Address: 14904 Collections Center Dr. CFS'Application Number: 1545159 Chicago,Illinois 60693 800-220-0200 CFS'Agreement Number: S0891676 Agreement Date: 11-28-18 GOVERNMENTAL ENTITY Complete Legal Name CITY OF RANCHO PALOS VERDES ("Customer") THIS MUNICIPAL FISCAL FUNDING ADDENDUM ("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. Customer warrants that it has funds available to pay Payments payable pursuant to the agreement(whether designated a lease, rental, master lease, or otherwise, together with any schedules, the "Agreement") 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 this Agreement. The officer of 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 this 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 this Agreement, and thereupon, Customer shall be released of its obligation 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 under the Agreement. In the event Customer returns the Equipment pursuant to the terms of this 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 Customer by the following signatory has been duly taken and remains in full force and effect. Customer agrees that CFS may accept a facsimile or other electronic transmission of this Addendum as an original, and that facsimile or electronically transmitted copies of Customer's signature will be treated as an original for all purposes. ACCEPTED Canon Financial Services, Inc. Customer By By a,A4,1 Af20&1/4---a-` Title Ported Name [)9 j WILL/40E64 Date Title ( (TY tl A N k E CFS-2020(04/16)