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Unified Lease Agreement - Canon Solutions America Inc - Part 1
1316 COUNTY-CU'Y BUILDINO PHOW" 574/235-9251 227 W. JEFFERSON 13OULE-1VAIZ[7 FAX 574/ 235-9171 S'OH'I'll 111-M). INMANA46601-1930 V -,-- -, I x VNISMOSTMIT �LINI July 24, 2018 Robert Polis Canon Solutions America, Inc. One Canon Park Melville, NY 11747 RE: Unified Lease Agreement Dear Mr. Polis: The Board of Public Works, at its meeting held on July 24, 2018, approved the above referenced agreement regarding the managed print service, equipment lease, RightFax, and UniFlow in the amount of $41,225 for operating and $317,340 for the five (5) year lease. Enclosed please find the original of the agreement for your signature. Please sign and return the original agreement to our office and retain a copy for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, t- Linda M, Martin, Clerk Enclosure GAizy A. GiLo'i' SUZANNA M. HzITZBERG Ei,1ZAw.-'.'ri-1A. MARADIK JAMF,-,,s A, MUELLEit Tiwm�,sfr J. DoRAU Date Name BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM 7/10/2018 Shawn Delaha Department Innovation & Tech BPW Date 7/24118 Phone Extension 6205 Legal Attorney Name Kennedy/McDaniels Controller review is required for all Contracts $5,000.00 or more Controller and greater than one year in length per the City Purchasing Policy Purchasing Z M Agreement LJ Contract L_J Proposal U Addendum El Professional Services F] Amendment El Bid Opening El Bid Award El Req. to Advertise E Title Sheet Quote Opening F-1' Quote Award Chg Order No. 0 C/O & PCA No. E] PCA F-1 Ease./Encroach. F-1 Traffic Control F1 Resolution F-1 Other: F-1 Claim New Vendor MBENVBE Contractor Project Name , Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description Amount of 1:1 El Canon Solutions America D Yes El If Yes, Approved by Purchasing F-1 No F MBE Completed E-Verify Form Attached ❑ Yes F-1 WBE El No Manned Print Services and Unified Lease Aareement IT Opemtinq and Lease 279-0672-415-36-04 (Operating) and 279-0672-415.38-01 and 02 (principal and interest) $41,225 (Operating) and $317,340 (Lease) MPS = 12 months, Lease = 60 months Managed Print Service, Eguipmeat Lease,, RightFax, and UniFlow Increase Decrease Previous Amount Current Percent of Change New Amount Total Percent of Change: Time Extension: ❑ Original Dispersal After Approval Shawn Delaha Dan O'Connor 0 0 0 mzs��MHIMI City of South Bend 227 W Jefferson Blvd TO: Board of Public Works, Linda Martin CC: Dan O'Connor FROM: Shawn Delahanty SUBJECT: Addendums - MPS and U'nified Lease Agreement with Cannon Solutions DATE: 7/19/2018 Linda and Members of the Board Please see attached for the Addendum to the Unified Lease Agreement and the full Managed Print Service Agreement, with addendum. I have ako included an additional piece to add to the packet —the Municipal Fiscal Funding Addendum. Sandra Kennedy has reviewed each of the attached items, and is comfortable moving forward from a legal standpoint. Thank you. Shawn i Delahanty City of South Bend! 227 W Jefferson Blvd TO: Board ofPublic Works, Linda Martin CC: Dan [YCommor,Jennifer HockenhuU,Michael Schmidt, Clara K4cOaniels,Benjamin Dougherty, Sandi Kennedy FROM: ShavvnDelahaPty SUBJECT: Managed Print Service and Unified Lease Agreement with Cannon Solutions DATE: 7/10/2018 Linda and Members Vfthe Board VVeare submitting for review and approval aManaged Print Services contract /12month) and aUnified Lease Agreement (6�Dmonth) with Canon Solutions America consisting of3pieces: New Priniter/MwKti- fumct|onun|ts,RYghtFax,amdUniflmvv. VVewill bepurchasing with Canon through the National IPA, which acts aoQuantity Purchasing Agreememt/nat|omnUpe.grgi Managed Print Services includes all Service, Parts, and Supplies (including toner; everything except paper and staples) for 76printers nmSchedule 4and toner only for 25 printers on schedule B. The rate is $.01per click for B0\VVand $.OGper click for color. Based nnprint counts from our printing assessment, we estimate this to be an annual cost of $41,225. Bundling the Equiipment Lease, RightFax, and Uniflow will save us $8400 per year/$42,000 over the life o?the lease. The cost ofthese 3pieces |m$SI89,per month for 6Dmonths ($317,340 total) u MFP Leases — We will be leasing 54 machines from Canon (36 Canon full size MFP, 9 Canon desktop units, 8HPprinters, and 1Canon K0FPP|utter). This will include a $35,0010check from Canon tobuy out all existing Ricoh Leases, allowing us1oco-term printer leases across the City. u RightFax — This is a fax service that will allow us to use a fax server to reduce the amount of fax traffic by utilizing email/print instead of traditional fax. VVewill also be able to eliminate VoIP Fax hardware purchased in 2011 that is due for refresh. o Unifhmwu—This isesoftware that allows for rules -based routing nf printjobs, streamlined reporting, and follow rneprinting — the ability toprint ajob and retrieve it from many machines across the City network using a PIN or ID card (cards and card readers included Unthe |easei Shawn Delahanty CANON SOLUTIONS AMERICA Canon Solutions America, Inc. ("CSA") One Canon Park, Melville, NY 11747 (800) 613-2228 MANAGED PRINT SERVICES AGREEMENT MPS Consultant Joseph Raper — Salesperson Robert Poilis — Order Date: 0 6,1 2 7 / 18 - 0 City of South Bend ill Billing Address: 227 West Jefferson Blvd City: South Bend 7st, County: State: te. Indilal-la zip: 46601 Phone #: 574-245-6205 Contact: Shawn Delahanty Fax #: Email: sd'eBahan@southbendin.gov Initial Term: 60 months Requested Start Date: I I (no sooner than 10 days after contract order date and completion of Schedule A, Schedule A -MICR or B an submission of a printed configuration page for each printer) Do you require a P.O. for payment? Yes — No X Is there a statement of Work CSOi covering additional services? Yes No Note: Charges for additional services are billed separately. The Pdriters covered under this Agreement are fisted on Schedule A, Schedule A-lVI11CR, and/or Schedule B. Coverage Plan Consumables, Per Unit Fleet lnolwslwe Exclusive The initial price for Equipment listed on Schedule A and/or Schedule B is as foltows Estimated Quarterly Print Volume S & W Color Quarterly Base Charge Per Image Charge (Fleet) B&W Color TonerType 1 $ 0.00 $0. 01 $0, 08 X) OEM E13" Party The initial price for Equipment listed on Schedule A-IMICR is as follows Estimated Quarterly Print Volume B & W Color Quarterly Base Charge Per Image Charge (Fleet) B & Wp" Color Toner Type $ 0,00 s Q. 61 s 6. El OEM ES" Party TERMS AND CONDITIONS 1. TERM, The Managed Print Services ((MPS-'jl shall begin on the Stain Date and continue for the initial term specified above. The initial term shall renew for successive 12 month renewal terms unless either patty gives written notice of non -renewal at least 30 days prior to the expiration of the then current term, 2. CHARGES. Base charges shall be billed in advance and per image charges shall be billed in arrears on a quarterly basis. Invoices shall be due and payable within thirty days of the Invoice date. Applicable taxes shall be added to the charges. If payments are late, CSA may charge you and you agree to pay, a late charge equal to the higher of five percent 15'%) of the amount due or ten dollars ($10) for each billing period or parton of a billing period such payment is delayed as reasonable collection fees, not to exceed the maximum amount permitted by law. CSA reserves the right to Increase the prices above at any time during the Term to reflect increased costs upon thirty (30) days written notice to you. The charges are subect to an annual increase on each anniversary of the start date. If you have selected the Fleet Coverage Plan, the Base Charge, Covered Images and Per Image Charges noted above shall apply to all of the Equipment on the Schedule. R you have selected the Per Unit Coverage Plan, the Base Charge, Covered Images and the Per Image Charges for each unit shall be reflected on the Schedule. 3, PRIOR ASSESSMENT. Under a prior agreement, GSA has performed a network and system discovery analysis of your IT environment in which services are to be rendered under this Agreement. Under the prior agreement, CSA has used certain discovery tools to identify the components and conditions of your IT environment, 4. COVERED PRINTERS. This agreement is intended to provide services for your entire test of printers however certain models of printers may not be eligible for services under this contract due to age, geographic location or other reasons determined by CSA. Al CSA's discretion, the ineligible primers may be laced under a l6tanclaird Plant and identified on the associated schedule (Schedule Bj) and shall only receive toner cartridges and monitoring services. The Premleni scope of services as defined in Paragraph 7 covers only the printers lidenlified on the associated schedule @SchaduleAl or LSchedule A -MICR). The parties may agree to add or remove printers from lime to time during the Term by mulual execution of a CSA MDS Change Order. Customer shall provide CSA a standard device configuration sheet showing the start meter reading of the added pdnter(s) as of the start dale of this contract, Otherwise, CSA may compute a start reading for the printeri utilizing the current meter reading and subtracting an estimated monthly vdume per printer, as determined by CSA. In the event Customer acquires additional devices subsequent to the start date of this Agreement, the start meter shall be zero. If the quantity of printers changes during the Term from the original quantity listed on Schedule A, Schedule A -MICR or Schedule B, CSA reserves the fight to adjust the pricing accordingly. 5. YOUR RESPONSIBILITIES. As a condition precedent to CSArs dotes: (a) The printers shall be in good working condition on the Stan Date (as determined solely by CSA in its reasonable discretion). (b) You shall provide CSA with an accurate location and printed configuration page for each printer placed under this Agreement. You shall notify CSA if you relocate any printers from the address indicated on Schedule A, A -MICR, B or any related Change Order. (c) You shall use only CSA-approved parts and supplies for the Printers. (d) You shall have proper electrical and network connections and install and use CSA approved surge proteclor(s) where appropiliale. (a) You shall provide a Key Operator responsible for designated duties in the, operators manual and insure that the proper supplies are being Installed and/or used correctly With the Printers, (1) You are solely responsible for security of your electronic and other data. (g) You must instal and keep the DCA installed on your network for networked devices and focally for non -networked devices throughout the Term of this Agreement. lithe DCA does not communicate with GSA, you agree to provide manual meter readings upon request. (h) You agree that CSA may use estimated meter readings it it does not receive timely meter reading an any Printers covered by this Agreement (i) You shag i the GSA ordering procedures for adding or deleting printers and ordering Toner Cartridges. You acknowledge that CSA will not deliver services or toner for printers not listed on Schedule A, Schedule A -MICR, Schedule 8 or any related Change Order until you complete the propercirdering procedure to add the printer to the Agreement. You shall provide timely meter readings for any printer not connected to the DCA for any reason. SEE PAGE 2 FOR ADDITIONAL TERMS AND COND)Ti Subject to the terms and conditions of this Agreement and any fisted Statement of Work above, CSA agrees to provide (1) Managed Print Services for the Printers listed in Schedule A, ScheduleA-MICR and if applicable, (it) toner cartridges for the Printers listed in Schad"A""ll" or in any future Change Order related to this Agreement (the oPrinters]) at the charges slated herein or therein. BY YOUR SIGNATURE BELOW, YOU AGREE TO PURCH0*M4Ak*Eft.? #WN UJWIFIED ABOVE. YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT. THE ADDITIONAL TERMS AND CONDITIONS ON PAGE 2 HEREOF AND IN ANY SCHEDULE(S) OR A 0, ARE INCORPORATED AND MADE A PART OF THIS AGREEMENT. Customer's Authorized Signature Printed Name Date 5ER-024 January 2016 CSA continued on Page 2 ADDITIONAL TERMS AND CONDITIONS These are the additional terms and conditions referred to on page I to which they are attached (such page 1, and any addendum(s) hereto, collectively with these terms and conditions, the Agreemerb), 6. CSA RESPONSIBILITIES (a) CSA will lag each Printer initially listed on Schedule A, Schedule A -MICR or Schedule B with a CSA Service lag indicating send # and CSA contact information. (b)lf you have selected Consurnables Inclusive, Printers listed on Schedule A, A -MICR and 8 are provided replenishment of Original Equipment Manufacturer (OEMj) or 3rd Party manufactured toner cartridges, as indicated on Page 1, for exclusive use with the Printers specified on Schedule A, A -MICR and B. The pricing in this agreement is based upon 51% toner coverage for black & white and 20% for color letter size pages. You agree [fiat CSA may invoice you fur excess usage in the event your actual toner usage, exceeds these assumptions by more than 10%. Excess toner charges shall be computed using the expected pint volume (LFPVt) minus the actual print volume reported. The EPV = actual number of cartridges shipped x the toner yield per cartridge x 90%, You shall bear all risk of loss, theft or damage to unused toner cartridges provided to, you under this Agreement, which shall remain CSAs property and shall be returned promptly upon termination of this Agreement. (c) CSA Mill perform an initial walldhrough of Customer locations covered under this Agreement, Customer shall Identify each networked and non - networked device to be covered under this agreement, CSA will deliver, install, configure and test its network Data Collection Agent (..DCA,) with your IT staff assistance, CSA will perform a one-time installation of its local DCA to non -networked devices with the assistance of your IT staff however it will be your responsibility to re -install any local DCA if necessary. CSA will provide At technical support, updates and maintenance for the DCA, (d) You acknowledge that CSAs ability to deliver the services is dependent upon your full and timely cooperation with CSA, as well as the accuracy and completeness of the information provided by you to CSA. If, during the initial three (3) months of the Term, the assumptions used to develop the pricing and any related Statement of Work is found to be incorrect or misstated, the parties agree to meet and in good faith negotiate equitable changes in the scope of work and associated charges, You agree to follow the detailed operational procedures which are explained in the MDS Customer Expectation Document which you hereby acknowledge receipt of at the time of executing this agreement, 7. SERVICES, YOU SHALL RECEIVE THE SERVICES DESCRIBED IN THIS PARAGRAPH 7 ONLY FOR THE EQUIPMENT LISTED ON A SCHEDULE A, SCHEDULE A -MICR, CHANCE ORDER FORM A, OR CHANGE ORDER FORM A -MICR. Such services are subject to the exclusions hereinafter described. 7.1 COVERED SERVICES. (a) CSA shall provide all routine preventive maintenance, maintenance kits and emergency service necessary to keep the Printers In good working order In accordance with this Agreement and CSAsr normal practice. Such service shall be performed during CSft local regular business hours (8:30 A.M. to 6:00 RM. Monday through Friday, except holidays). (b) You shall afford CSA full, free and safe access to the Primers to perform on -site service. CSA may terminate its maintenance obligations as to any Printers if you relocate it to a site outside CSAS authorized service territory, If, in CSAs opinion, any Printers cannot be maintained in good working order through CSAs routine maintenance services, CSA shall, at its option, either (I) subsRule comparable PrInters at your expense or III) cancel the balance of any remaining term of this Agreement as to such Pdriters and refund the unearned portion of any prepaid charges hereunder, Pans replaced or removed by CSA in connection with maintenance services hereunder shall become the property of CSA and you disclaim any interest therein. 7.2 NON -COVERED SERVICE. You acknowledge that CSA shall not have obligations related to I) overhauls and/or reconditioning of printers; it) printer user errors; (III) the alteration, modification or customization of any software controlling, used by, Installed on or embedded in the Printers; (iv) [he service or repair of devices, accessories, power, data or communication lines or other instruments which are external to or otherwise not a component pan of the Printer% (v) data erasure or hard drive removal or (vi) supplying external communications or data transfer lines, paper or other throughput, staples, cassettes, exit trays of other like Items or supplies (other than lonercartridges as defined in section 3 ) used orconsurned in the normal operations of the Printers (:Excluded Iternsi). The following services, and any other work beyond the scope of this Agreement, shall be invoiced in accordance with CSAs then current labor, parts and supply charges: (,a) replacement of any consumable supply item other than toner, (b) repairs necessitated by factors other than normal use including, without limitation, any willful act, negligence, abuse or misuse of the Printers; the use of parts, supplies or software which are not supplied by CSA and which cause abnormally frequent service calls or service problems; service performed by personnel other than CSA personnel; transportation of the Printers; accident; use of the Printers with non-compalible hardware orsollware componenli electrical power malfunction or heaffing, coding or humidity ambient conditions; (c) remstallation or relocation of Printers; (d) repairs to or realignment of Printers, and related training, necessitated by changes you made to your system configuration or network environment; (e) repairs or service required as a result of inadequate operation of the Printers (e.g., GSA technician is dispatched to rectify a problem described in the operator manual): (0 work which you request to be performed outside of CSAJs regular business hours. 8, LIMITED WARRANTY. CSA,s services shall be performed in a good and workmanlike manner consistent with generally prevailing industry practces, and all parts and materials provided by GSA shall be free from defects in materials or workmanship, for a period of thirty days after the date of installation. This limited warranty excludes normal wear and tear on parts or components thereof and Printer problems arising from or related to Excluded Items, misuse, abuse, neglect, aodderd or improper maintenance (other [ban services performed by CSA) and shall be null and void if you or any third party alters or modifies the Printers in any manner after CSA repairs or services the Printers. 9. DATA. You acknowledge that the hard drive(s) on the Equipment, including attached devices, may retain images, content or o(hardsta that you may store for purposes of normal operation of the Equipment (0atai). You acknowledge that CSA is not storing Data on behalf of you and that exposure or access to the Data by GSA, it 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 (ll) all decisions related to erasing or overwriting Data. Without limiting the foregoing, you should, (a) enable the Hard Disk Drive (HDO) data erase functionality that is a standard feature on certain Equipment and/or (b) prior to return or other disposition of the Equipment, utilize the HOD (or comparable) formatting function (which may be referred to as Jnllialized All DatalSellings] function) if found on the Equipment to perform acne pass overwrite of Data or, if you have highLr security requirements, you may purchase from CSA at current rates an available option for the Equipment, which may include (x) an HOD Data Encryption Kit option which disguises Information before it is written to the hard drive using encryption algorithm, (y) a HOD Data Erase Kit that can perform up to a 3-pass overwrite of Data (for Equipment not containing data erase functionality as a standard feature), or' (z)a replacement hard drive (in which case you should property destroy the replaced hard drive). The terms of this Section 9 shall solely govern as to Data, notwithstanding that any provisions of this Agreement or any separate confideriflailly or data security or other agreement now or hereafter entered into between you and CSA could be construed to apply to Data, 10. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY, CSA EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE PRINTERS AND SOFTWARE (OR ANY METER READ COLLECTION METHOD PROVIDED BY CSA). YOU EXPRESSLY ACKNOWLEDGE THAT THE FURNISHING OF MAINTENANCE SERVICE UNDER THIS AGREEMENT DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE PRINTERS, SOFTWARE (OR METER COLLECTION METHODS). CSA SHALL NOT BE LIABLE FOR INJURY OR DAMAGE EXCEPT TO THE EXTENT CAUSED BY CSA-8 NEGLIGENCE OR WILLFUL MISCONDUCT. GSA SHALL NOT BE LIABLE FOR EXPENDITURES FOR SUBSTITUTE EQUIPMENT OR SERVICES, LOSS OF REVENUE OR PROFIT, LOSS, CORRUPTION OR RELEASE OF DATA, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, STORAGE CHARGES OR INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS, BASED AND EVEN IF CSA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, 11. DEFAULT. You shall be in default of this Agreement If you fail to perform any of your obligations under this Agreement including making prompt undisputed payments, when due. CSA may terminate this Agreement upon your default with thirty (30) days notice to you. If an overdue payment is disputed in good faith within thirty (30) days after the due date thereof, you shall pay all undisputed amounts and promptly make a good faith effort to resolve such dispute with CSA. In the event of your default, CSA may, without limiting its other rights and remedies available under applicable law and this Agreement, require you to pay ail charges then due but unpaid, inducting any applicable late charges, plus the remaining base charges for the balance of the term (not to exceed a period of 6 months). You agree [hat such charges are reasonable liquidated damages for loss of bargain and not a penalty. 12. TERMINATION. Either party may terminate this Agreement with or without cause, by providing thirty (30) days written notice to the other party. CSA may also terminate this Agreement upon five (5) days whiten notice in the event of your failure to pay compensation due hereunder. Should you terminate this Agreement pdor to the expiration of the Term other than for a material, uncured breach by GSA, you shall immediately pay to CSA an early termination fee equal to the average monthly billing to date and any excess toner charges per Section 8(:i). Early termination charges are due in full immediately with the whiten termination notice, and are intended as a reasonable estimate of the anticipated damages to CSA arising from set-up, personnel training and similar costs. Your termination will not be effective until the early termination fee and any excess toner charges are paid in full. Any rights or remedies of either party existing prior to or as of the date of termination, such as for compensation, shall survive any termination or expiration of this Agreement. You shall promptly return, or permit CSA to remove, any Printers, parts, software or supplies owned, controlled or licensed by CSA, 13, CHOICE OF LAW AND FORUM. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE PARTIES CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED WITHIN, THE CITY OF NEW YORK UPON SERVICE OF PROCESS MADE IN ACCORDANCE WITH THE APPLICABLE STATUTES AND RULES OF THE STATE OF NEW YORK OR THE UNITED STATES, ANY AND ALL SUITS COMMENCED BY CLIENT AGAINST CSA, WHETHER OR NOT ARISING UNDER THIS AGREEMENT AND REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH SUITS ARE BASED, SHALL BE BROUGHT ONLY IN THE STATE OR FEDERAL COURTS LOCATED WITHIN THE CITY OF NEW YORK. ANY SUIT BETWEEN THE PARTIES HERETO, OTHER THAN ONE SEEKING PAYMENT OF AMOUNTS DUE HEREUNDER, SHALL BE COMMENCED, IF AT ALL, WITHIN ONE (1) YEAR OF THE DATE THAT THE CLAIM ACCRUES. THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN THEM, 14. MISCELLANEOUS. This Agreement shall be binding upon you when you sign this Agreement, and shall be binding upon CSA upon commencement of the covered services. CSA is and shall at all times be an independent contractor and shall not be deemed an employee or agent of you. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties. This Agreement and the attached exhibits contain the complete agreement between the parties and shall, as of the Effective Date hereof, supersede all other agreements, if any, between the parties relating to the seances provided hereunder. The parties stipulate that neither of them has made any representation with respect to the subject malterof this Agreement or the execution and delivery hereof except such representation as are spedlically set forth herein. No modification, amendment, supplement to or waiver of this Agreement shall be boiling upon the parties hereto unless made in wrifing and duty signed by both parties. All provisions of this Agreement including Section 9, which by their nature can be construed to survive the expiration or termination of [he Agreement shall so survive, Any purchase order utilized by you shall be for your administrative convenience only, and any terms therein which conflict with, vary from or supplement the provisions of this Agreement shall be deemed null and void. A failure of either party to exercise any right provided for herein shall not be deemed a waiver of any right under this Agreement, This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns, of the respective parties. This Agreement shall not be assignable by you without CSA's prior written consent, and any attempted! assignment without such consent shall be void If a court finds any provision of this Agreement (or part thereof) to be unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, Headings are for convenience only and shall not be considered in the Interpretation of this Agreement. You agree that CSA may accept an electronic image of this Agreement as an original, and that electronic copies of your signature will be treated as an original for all purposes. SEER-024 January 2016 CSA Page 2 1) Customer Initials Date 19[.*,�'Iamon CANON SOLUTIONS AMERICA Canon Solutions America, Inc. ("CSA") One Canon Park, Melville, W 11747 (800) 613-2228 MANAGED PRINT SERVICES AGREEMENT ADDENDUM Related Contract Date: Related Contract Number: Related Acquisition Agreement Number: Customer: South Bernd Indiana, City of StreetAddress: City : State: Zip: 227 West Jefferson Blvd South Bend IN 146601 Equipment Description: Term: 60 WHEREAS, Canon Solutions America, Inc. ("CSA'), and the above -described Customer ("you") have determined that it is in their mutual benefit to enter into this Managed Print Services Agreement Addendum ("Addendum") to the above -described Managed Document Print Agreement ("Agreement"). All capitalized terms used below that are not defined in this Addendum shall have the meanings set forth in the Agreement. NOW, THEREFORE, for good and valuable consideration, intending to be legally bound, the parties herebyagree as follows: Anything in the Agreement to the contrary notwithstanding, and subject to all of the terms and conditions set forth in this Addendum, the terms and conditions of the Agreementshall be modified as follows: a. Section 6 — 4th sentence: Insert at the end of existing text: ", provided, that CSAshall not invoice you for excess tonerusage as aforesaid unless and until GSA has first notified you of the excess toner usage, and until you and CSA have consulted in good faith in an at#emptto identify the reason(s) for the excess toner usage and you have had a reasonable opportunity, if practicable, to rectify the excess toner usage.". b. Section 13 - All references to the State of New York are changed to the State of Indiana, and references to the City of New York are changed to St. Joseph County, Indiana. 2. It is expressly agreed by the parties that this Addendum is supplemental to the Agreement, and thatthe provisions thereof, unless specificallymodified herein,shall remain in full force and effect and shall applyto this Addendum as though theywere expresslysetforth herein. 3. In the event of any conflict or inconsistency between the provisions of this Addendum and anyprovisions of the Agreement, the provisions of this Addendum shall in all respects govern and control. IN WITNESS WHEREOF, the parties have caused this Addendum to be executed on the date set forth below. Canon Solutions America, Inc. 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IN IN cgs DII NX X1 E E E m m x 0 T x 0 M :2 2 In M In IN la id �d .T Al- r 0 E 0 00 0 00 w IL GO WV CS 0 a 0 CD 46 0 ui 0 CL E 0i 8 46 fto 75 -0 0) z 0 3 0 0 0 u N It q Si vm cd a 0 0 0 ol tj It a IS D z :3 z z z z =3 Z z Z z z 0 0 0 0 0 0 0 0 0 m X zrZa z 0 z 2 z eq z z 2 N z 3 z RCm9 z ri ri a 'q t5 13 U 11 b 0 vau urr. w o 0 �z to 0 8 0 li u w E 0 u 00 0 li P, 1, LLA (U 0c CL u E 0 Vq txo 75 & a u E 4A m tA z ;Ew X Lu ;6= z 0 z C 0 0 u 0 Q 14 N hE 104 Lt pQp rQr H z H Qel 15 NJ Iw fid 13 a a a iNx re a a 0 0 0 q was '15 r qp w M 0 0 MbC 0 0 Q PPx to co co co 0 m m m -0 z z z z z IZ z 0 z 0 z 0 z 0 z 0 z 0 z 0 z 0 UU its ca iu 2 a z z z Z z Z z z 04 PF E, z z z a z Mai Z Z zu z 0 z a 0 o 0 U. u u u u IN ❑ CL 00 uj Ln 41 c rL E txo ca 4� 0) E tn m qq z IYi E z 0 z u 0 u a 0 tp u tj Yd 0 0 A u 19 to ii E E E E d 2 10 wo 14 zo w w 2 z z 0 x w c m KC m co m m Z z Z z b z Z z m u uz 0 X m 16 LL tD 14 u cq a OL vi Callom CANON 5OWTIONS AMERICA Canon Solutions Americas, Inc. ("CSA") One Canon Park, NbIville, W 11747 (800) 613-2228 ADDENDUM *Natioinal IPA* Customer: Related to Unified Lease Agreement— ULF#: SOUTH SEND INDIANA, CITY OF S08490291 APP#1 629646 StreetAddress: City State: Zip: 227 W JEFFERSON BLVD SOUTH BEND IN 46601 Equipment Description: Term: (3) IRADVC6560, (8) IRADVC5540, (6) IRADVC5535,(4) 1RADVC3530,(6) 60 IRADVC3525, (1) IRADV65551, (5) IRADV4545, (1) IRADV4535, (5) IRADV4626,, (9) MF'525, (8) HPM402, (1) TX300OMFP WHEREAS, Canon, Solutions America, Inc. ("CSA'), and the above -described Customer, together with any Guarantors, have, determined that it is for theirmutual beniefitto enterinto this Unified Lease AgreementAddendum ("'Addendum") to the above -described Unified Lease Agreement ("Agreement"). All capitalized terms used below that are notclefined in this Addendum shall have the meanings set forth in the Agreement. NOW, THEREFORE, for good and valuable consideration, intending to be legally bound, the parties hereby agree as follows: Anything in the Agreementto the contrary notwithstanding, and! subjectto all of the terms and conditions set forth in this Addendum, the terms and conditions of the Agreement shall be modified as follows: a. This transaction shall be governed in all respects bythe Terms and Conditions of Contract #CP-002-13 dated 101-1-2013 between Canon Solutions America, Inc. and DuPage Countyand anyterms, and conditions whichconflictwith, vary from or supplement the Agreement terms shall be deemed null and void. b, Personal Guaranty: The Personal Guarantysection is deleted in its entirety. c. Paragraph 1.2: Paragraph 1.2 is amended by deleting "'upon receipt"and replacing with "within 310 days of the due date" tin the fifth sentence. d'. Paragraph 5.4: Paragraph 5.4 is amended by (i) deleting "before and after the Lease Term ends"and replacing itwith "with respectto claims thatarise priorto the Listed Item's return to Lessor"; and (ii) inserting the following atthe end of existing text: "'CSA shall indemnify, defend and hold Customer harmlessforany loss, expense and liability incurred by Customerfrom third partyclaims, forbodily injury(includiing death) ortangible property damage (collectively, "Claims"), to the extent resulting from CSXs willful misconductornegligent performance of services pursuantto, this Agreement; provided Customershall give CSA promptwritten notice of the Claim, allow CSA sole control over the defense and s ettlern ent thereof and provide CSA with such assistance, atCSA:s expense, as CSA shall reasonably request.". e. Paragraph 62 Paragraph 6.2 is amended by (i) deleting "public liability and "from subsection (b) in the second sentence; (ii) deleting '135,000" and replacing with "$1 00,000"in the third sentence; and (iii) adding the following sentence to the end of the paragraph: "You shall s elf-iln sure with respectto liability insurance." f. Paragraph 9,1 Paragraph 9.1 is a mi ended by(i) deleti n g "N EW JERSEY" a n d replacing with "'I N DIANA" in the first se nte nce; and' (i I) cle le ti ng "CAVIDEN OR BU R L I N GTON COUNTY, NEW JERSEY' a nd rep laci ng with "ST. J OSE PH, INDIANN' in the second sentence. It is expressly agreed by the parties that this Addendum is supplemental to the Agreement, and that the provisions thereof, unless, specifically m odified herein, shall remain in full force and effect and shall applyto this Addendum as though theywe,re expressly set forth herein. 3. In the event of any conflictor in cons iste ncy between the provisions of this Addendum and any provisions of the Agreement, the provisions of this Addendum shall in all respects govern and control, SLS-107F CFS-1209 March 2018 Unif led Lease Agreement Addendum (ULAF-1) Page 1 of 2 CSA may accept a facsimile or other electronic transmission of this Addendum as an original, and facsimile or other electronically transmitted copies of Customers and anyGuaranto� s signature will be treated as an original forall purposes. THI'SADDENDUM SHALL BE EFFECTIVE WHEN IT HAS BEEN SIGNED BY CUSTOMER AND ANY GUARANTORS AND ACCEPTED BY CSA IN WITNESS WHEREOF, the parties have caused' this Addendum to be executed as of the date set forth below. Canon Solutions America, Inc. South Bend Indiana, City of By: W" By: Board Ramie W-940 Name: Name:a,I '110 Title: Title: Date: Date: .4 loved Bus 0 S SLS-107F CFS-1209 March 2018 Unified Lease Agreement Addendum (ULAF-I) Page 2 of 2 Canom CANON SOLUTIONS AMERICA Canon Solutions America, Inc. ("CSA") One Canon Park, Melville, NY 11747 (800)-613-2228 Salesperson: UNIFIED LEASE AGREEMENT AR Y S0849029,02 Robert M Polis Order Date: 6/2712018 0 , 0 r Account 1609490 0 4. . 0 , . 0 Company Legal Name: SOUTH BEND INDIANA, CITY OF Federal Tax Identification Number (TUN): Doing Business As: CITY OF SOUTH BEND corporation ❑Limited Liability Company Billing Address: 227 W. JEFFERSON BLVD ❑ Partnership ❑ Uirrilted Liability Partnership ❑ Non -Profit Corporation State or Local Government F .-I Sole Proprietorship If selected, complete Date of Birth City: SOUTH BEND County: ST JOSEPH State: IN IZV: 46601 :jLh-E-; 574.245.6201 Contact: Dan O'Connor Fax: Chief Executive Office and address for notices! E-Mail: doconinor@southbendin,gov Address227 W. JEFFERSON BLVD a . =�CiVSOUTH BEND State:IN iZiP:46601 Lease Term Payment * Amount Due at Signing 60 Months Base Maintenance Total of Payments in TOTAL DUE AT SIGNING $ 5,2WOO $0--0-0 5,289.00 Advance: 0 $0,00 Plus applicable taxes) Check must accompany agreement Payment Frequency [21 Monthly End of Lease Term Purchase Option Tax Exempt F1 Quarterly Fair Market Value E] $1.00 Other - (estimated) FW] Yes (Attach certificate) *quipment Description. See Schedule A Select I option, Ei Includedforall IZ Included, except for Equipment Declined Under separate L1 Eguipiment excluded on Schedule A apireement Excess Per Image Charge Billing Cycle Coverage Plan if adding to an existing Aggregate, provide M monthly El Quarterly El Other p;;z Per Unit If adding to existing fleet, applicable -ithL-at�e-W-0 0 or serial Y under Fleet Aggregate contract# Con surnables Inclusive PO Required Charges M Toner Ll Other - El Yes PO# No See Schedule A ---------- Persionall Guaranty The undersigned (whether one or more are specified, '(irrarantor(s)"), in consideration of CANON SOLUTIONS AMERICA, INC. ("GSX) entering into a unified lease agreement (together with any schedules or supplements thereto, *Agreement"') with the customer identified above ("Customer"), Irrevocably and unconditionally, jointly and severally, guarantee to Lessor (as defined in the Agreement) and its successors and assigns, the payment when due of all amounts awed under the Agreement (whether at maturity or upon the occurrence of at) event of default or otherwise) and the performance by Customer of all terms of the Agreement and any other transaction between Customer and Lessor (or CSA as assigned to Lessor) (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 ofCostamer's obligafions, whether by agreement or operation of law. If any payment applied by Lessor 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 I-Tablifties 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 burly as if such application had never been made. This Guaranty may be terminated only upon sixty (60) days' prior written notice to CSA and Lessor, 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 Lessors rights under this iGuaranty arising out of the Agreement or other agreements entered into prior to such date. Guarantors waive all damages, demands, presentments and notices of every Mod and nature, any tights 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 (1) notice of the Incurring of Indebtedness by Customer and the acceptance of this Guaranty, (it) right to require suit against Customer or any other party before enforcing this Guaranty and (iii) tight of subrogation to Lessors 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 Lessor (or CSA as assigned by Lessor) and Customer or any third party, may be made, granted and effected by Lessor without notice to Guarantors and without in any manner affecting Guarantors" liability under this Guaranty. Guarantors shalt pay all expenses (Including attorneys` fees and legal expenses) paid or Incurred by Lessor in endeavoring to collect the I-labliftles 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 LESSOR SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED IN THE COUNTY OF CAMDEN OR BURLINGTON, NEW JERSEY, OR AT LESSOR'S SOLE OPTION, IN THE STATE WHERE ANY GUARANTOR, CUSTOMER OR EQUIPMENT IS LOCATED. GUARANTORS, BY THEIR EXECUTION AND DELIVERY HEREOF, IRREVOCABLY WAIVE OBJECTIONS TO JURISDICTION OF SUCH COURTS AND OBJECTIONS TO TO VENUE AND CONVENIENCE OF FORUM. GUARANTORS, BY THEIR EXECUTION AND DELIVERY HEREOF, AND CSA AND LESSOR,BY THEIR ACCEPTANCE HEREOF, HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUCH PROCEEDINGS. Guarantors agree that CSA and Lessor 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 PUrPOSeSr Printed Name: Signature: (no title) Date: Address: Phone: Printed Name: Signature: -Ano title) Data:_ Address: Phone: BY YOUR SIGNATURE BELOW, YOU AGREE TO LEQ"TH IT40 S EDULE A OR IN ANY ADDENDUM(S) TO THIS AGREEMENT, YOU ACKNOWLEDGE RECEIPT OF A CO,PY OF THIS AG T, C HeqoC�H� L TERMS AND CONDITIONS, WHICH ARE INCORPORATED HEREIN BY C)Q7 REFERENCE. The undersigned and GSA have each caused this Agreement to be executed as of the date first written below, Customer's Authorized Signature: 0 A Date: Printed Name: i,l Till CSAAuthorized Signature: Date: Printed Name: Title: SLS-107F CFS-1209 March 2013 GENERAL TERMS AND CONDITIONS 1. LEASE OF EQUIPMENT AND SOFTWARE CSA in connection with Maintenance shale become the property of Lessor and you disclaim any 1.1 Listed Items ` Commencement of Lease; Lessor. CSA shelf supply, for Cease by you interest in them. (c) Installationllmplementation of Listed Software may be at an additional charge as provided below, and you shall lease the units of equipment ("Equipment") and licenses of except to the extent included as a Listed Item and may be conditionedon your agreement to a software with separate support contracts, if applicable ("Listed Software": and together with the separate statement of work or other document covering the scope and schedule of Equipment and all replacements and additions thereto, "'Listed Items") indicated on Schedule unstallalionflmplemenlalion, configuration options, responsibilities of each party„ and other matters, A. The initial lessor is Canon Financial Services, Inc. (together with any future assignees of which shall solely govern as to the matters covered [herein. Additional charges may apply for its rights as lessor, "Lessor"), You shall keep the Listed Items at the "Ship To" location, not work beyond the Initial scope described in such separate document. (it) Support for Listed move them to another location without the prior written consent of lessor (defined below), and Software is provided d'Irectly by the respective developers thereof and as set forth in each keep them free and' clear of all liens and encumbrances. This Agreement shall be effective on developers applicable separate support contract„ and is not provided by CSA, under this the date the Listed Items are delivered to you ("Lease Commencement Dale'). The term of this Agreement except as expressly provided herein. Support for Listed Software may require Agreement begins on the date accepted by GSA or any later dale that GSA designates separate purchase by you of a support contract, unless included under this Agreement as a Listed ('Agreement Date"), and shall continue for an i'nliml term of the number of months specified on Item. The terns of support contracts for Listed Software are available from the developers, or wilt page 1(together with any renewal periods, "Lease Term'). Your execution of an acceptance be provided to you by CSA upon request. Notwithstanding any provision in the support contract to certificate provided by CSA shall conclusively establish that the Listed Stems have been the contrary, it shall automatically renew on an annual basis, subject to a price increase after the delivered to and irrevocably accepted by you, ff you have not, within 10 days after delivery of initial term. (e) CSA, shall make available to you from time to time upgrades and bug fixes for the Equipment, delivered to Lessor written notice of non -acceptance of any Equipment, specifying software licensed as part of the Equipment and for Listed Software, but: (i) only if such upgrades the reasons and referencing this Agreement, you shall be deemed to have irrevocably and bug fixes are provided to CSA by the developers of such Listed Software, (ii) availability of accepted the Equipment. After acceptance, you shall have no right to cancel this Agreement or upgrades and bug fixes may be at additional charge„ and (i i) instalPation of such upgrades and return the Listed Items prior to the end of the Lease Term for any reason whatsoever, bug fixes by CSA if requested by you shall be at additional charge. You are not required to use including termination of any maintenance services that may be provided' by GSA under this or CSA for installation of either Listed Software or for any upgrades and bug fixes but if installation is any separate agreement. Title to all Listed Items shall' be transferred by GSA to Lessor. CSA done by anyone other than CSA, CSA shall have no responsibility for any performance or other shall assign to Lessor all of its rights (but none of its obligations) with respect to the Listed issues that may result frorrm such installation. (i) CSA shall also use reasonable efforts to provide Items, including the right to receive all Payments. Lessor does not and shall not assume any Level 1 support for the Listed Software (except that for certain Listed Software, Level 1 support obligations under this Agreement. CSA shall remain solely fiable for the performance of all shall be provided only if and so long as a separate software support contract for such Listed maintenance, service, and warranty obligations described in this Agreement. Software from the developer thereof is In effect). Level 1 support consists of (I) providing help -line 1.2 Payments and Costs. You shall pay to Lessor each billing period the fixed base and, If telephone assistance in operating the Listed Software and identifying service problems in the applicable, the fixed maintenance amounts and per image charges and all other amounts,, as Listed Software, and attempting to troubleshoot any such problems; (it) escalating operating listed and specified on page 1 and Schedule A and such other amounts permitted in this problems to the applicable developer of the Listed Software as needed to rectify such problems, Agreement as invoiced by Lessor (collectively, "Paymenls'; the fixed maintenance amounts including facilitating contact between you and the developer of the Listed Software as necessary„ and the per image charges are the "CSA Payments", and all other Payments are the "Lessor and (III) maintaining a I'og of such problems 10 assist fn tracking the same., Payments"), For Equipment designated as Corporate Advantage, the meter shall record a 2.2 Maintenance Term and Charcres. (a) Maintenance shall start on the Lease quantity of 2 images for any image produced on media wider than 8%". The Payments shall Commencement Dale and shall continue for the Lease Term. (b) consumables Inclusive not increase during the initial term. Prepaid' charges shall not be refundable except as Maintenance includes replenishment of toner only (and other consumables, but only If provided In! Paragraph 2.1(b). Invoices shall be due and payable upon receipt. All Payments specified on page 1). Toner is supplied for exclusive use with the Equipment. CSA may will be applied in such order as Lessor,. In its discretion, may determine. This lease is a net terminate the Maintenance if you use consumables in a different manner. If your toner usage lease, Lessor Payments shall be made without set-off or deduction, even if the Listed Items exceeds by more than 10 % the published manufacturer specifications for conventional office malfunction and irrespective of any non-performance by CSA of its maintenance obligations. Image coverage, GSA may Invoice you for such excess usage. You may purchase additionat You authorize lessor to adjust the Payments and the End of Tenn Purchase Option amount (if toner from CSA if required. You shall bear all risk of loss, theft or damage to unused specified on page 1) ("Purchase Option") by up to 15% if the actual cost of the Listed hems consumables, which shall remain CSA's property and shall be returned promptly upon and any related services and supplies, including any sales and use tax,. exceed CSA's termination of this Agreement or Maintenance. (c) If you selected the Fleet or Aggregate estimates on which such amounts were based. You shall pay a $85 documentation fee and Coverage Plan on page 1, the Base Charge and the Covered Images Included shall apply to any applicable taxes (including personal property tax), expenses, charges and fees imposed all of the Equipment on Schedule A unless otherwise indicated. If specified on page 1 that the with respect to the Listed Items, the Payments or your performance or non-performance under Listed Items are being added to an existing fleet under a previous agreement between you this Agreement, and you shall reimburse Lessor for the same plus processing fees and CSA, (I) the fleet shall include the listed items under the previous agreement, and all other (collectively, "Costs"), You agree that Lessor may in its sale discretion apply, but shall not be agreements for which the add to existing fleet option, was selected, and (II) the maintenance obligated to apply, any amounts paid in advance to any amount due or to become due term for all Lusted Items under this Agreement shall be the same as the maintenance term for hereunder, and in no event shall any amount paid In advance earn Interest unless required by all listed items under all such previous agreements. (d) If specified on the face page that the applicable law. If any Payments are ['.ate, you shall pay (a) the actual and reasonable costs and Listed Items are being added to an existing Aggregate Coverage Plan under a previous expenses of collection, including attorneys" fees, whether or not suit Is brought, (b) a late agreement between you and CSA, the Covered Images shall apply to all of the Equipment on charge equal to the higher of 10% of the amount due or $25, as reasonable liquidated the schedule, unless otherwise Indicated, plus the listed items under the previous damages, and (c) If Lessor should bring court action, you agree that attorney fees equal to agreement(s), and all other agreements for which the add to existing Aggregate Coverage 25 % of the amount sought shall be deemed reasonable, in each case not to exceed the Plan was selected, on an aggregated basis, for so long as the maintenance term for all such maximum amount pennifled by law. listed items continues. (e) Unless otherwise indicated on Schedule A., you authorize CSA to use 1.3 Purchase O tionsv Return. (a) END OF TERM PURCHASE OPTION. To elect this networked features of the Equipment Including Cmage4WARE to receive software updates, activate option, you shall give Lessor 60 days' prior irrevocable written notice (unless the Purchase features/new, licenses and transmit ruse and service data accumulated by fire Equipment over Option price is $1.00) that you will purchase, upon the expiration of the Lease Term, all the your network by means of an HTfPS protocol and to store, analyze and use such data for Listed Items at the Purchase Option price plus any Costs. (b) PRIOR TO MATURITY purposes related to servicing the Equipment, providing reports and product improvement. This PURCHASE. You may upon not less than 60 days' prior irrevocable written notice, purchase feature is not capable of sending or receiving image data. (0 You shah provide meter readings to ail the Listed Items at a price equal to the sum of all remaining Payments, plus the Fair Market CSA in accordance with the Meter Read Method selected. If you selected the myCSA website, Value, plus Costs. For purposes of this Agreement, "Fair Markel Value" shall be Lessors retail you, your employees or agents shall complete CSRs registration process governing access to price at the time you notify Lessor of your intent to purchase the Equipment. (c) Listed Item and use of such webslte, and you agree to be bound by, and comply with its Temps of Use. purchases shall be "AS -IS WHERE-fS" without warranty, except for title; purchases of licenses CSA may change your meter read options from time to time upon 60 days' notice. If CSA does of Listed Software are subject to the terms thereof. (d) Unless this Agreement contains a $ i.00 not receive timely meter readings from you, you shall pay invoices that reflect CSA's estimates Purchase Option,. this Agreement shall automatically renew on a month to month basis at the of meter readings. GSA may verify the accuracy of any meter readings from time to time and same Payment amount (subject to increase of CSA Payments) and frequency unless you, at invoice you for any shortfall In the next invoice. (g) You agree that CSA may suspend least 60 days before the end of the Lease Tenn, send to Lessor written notice (the "End of performance of Maintenance if and so long as any Payments are overdue, and that any such Term Notice") that you either (i) are purchasing all (but not less than all) of the Equipment in suspension shall not in and of Itself be deemed a termination of this Agreement. accordance with the terms hereof, or (it) do not want to renew this Agreement, and a1 the end 2.3 Non -Covered Service, The following services are not included within Maintenance and of the Lease Term shall return the (Equipment as provided below. Unless this Agreement shall be invoiced in accordance with CSR's then current labor, parts and supply charges: (a) automatically renews or you purchase the Equipment as provided in this Agreement, you shall, replacement of any consumables not provided as part of Consumable inclusive Maintenance at the termination of the Lease Term, return the Equipment at your sole cost and expense in identified on page 1, including, without limitation, paper, toner, ink, waste containers, fuser oil, good operating condition, ordinary wear and fear resulting from proper use excepted, to a staples (, other media, print heads and puncher dies; (b) repairs necessitated by factors other location specified by Lessor. Lessor may charge you a return fee equal to the greater of one than normal use including„ without limitation, any wilful act, negligence, abuse or misuse of the Lessor Payment or $250 for the processing of returned Equipment. If for any reason you fail to Equipment; the use of parts, supplies or software not supplied by CSA; service performed by return any Equipment to Lessor as provided in this Agreement by the last day of such Lease anyone other than CSA, accident; use of Equipment with non -compatible hardware or software Term, you shall pay to Lessor upon demand one billing period's. Lessor Payment for each components; electrical power malfunction or heating, cooling or humidity ambient conditions;, (c) billing period or portion thereof that such return is delayed. If you fail to provide the required de -installation, re -Installation, or relocation of Equipment; (d) repairs to or realignment of End of Term Notice and return the Equipment at the end of the Lease Term, you shall pay to Equipment and related training necessitated by changes made to your system configuration or Lessor upon demand the 60-day equivalent of Lessor Payments to satisfy the End of Term network environment„ (a) worts requested to be performed outside of CSA's regular business Notice peiod' referenced above. You shelf reimburse Lessor for any costs incurred by Lessor hours; and (f) repair of any network/system connection devices, except when lusted on page 1. If to place the Listed Items in good operating condition, you have NOT selected Maintenance on page 1, any of the maintenance services described in 2. MAINTENANCE. YOU SHALL RECEIVE THE MAINTENANCE DESCRIBED IN THIS Paragraph 2.1 above shall be available only upon your request, either under separate agreement PARAGRAPH 2 ("Maintenance"') ONLY IF YOU HAVE ACCEPTED MAINTENANCE ON with CSA or invoiced in accordance with CSR's then current labor, parts and supply charges. PAGE 1. Such services are subject to the exclusions hereinafter described. Maintenance Installation of certain Listed Software may also require a separate agreement between you and provided to you under separate agreement between CSA and you shelf be governed solely CSA setting forth the scope of wark, your responsibilities in connection with such installation, and by the provisions thereof. other terms and conditions as required by CSA. Such separate agreement(s) shall solely govern, 2.1 Covered Service. (a) CSA shall provide all routine preventive maintenance and emergency and this Agreement shall not apply to, the services described therein. service necessary to 'keep the Equipment in good working order in accordance with this 3. CSA CUSTOMER SATISFACTION POLICY., If you are not satisfied with the performance Agreement and CSR's normal practice. Such service shall be performed between 8:30 A.M. and of your Canon or Oce brand product, upon your written request, CSA in its sole discretion will 5:00 P.M. Monday through Friday, except holidays. (b) You shall afford GSA reasonable and safe repair or replace the product with a like unit with equivalent capabilities. Prior to replacement, access to the Equipment to perform on -site service, GSA may ferminate, its maintenance CSA shalt have had the opportunity to return the product to good working order in accordance obligations as to any Equipment if you relocate it to a site outside CSR's service coverage area. If, with the terms of this agreement. If a replacement unit is provided, the lease hereunder of the in CSR's opinion, any Equipment cannot be maintained in good working order through CSR's replaced unit shall be deemed terminated and the replacement unit shall be deemed a"Listed routine maintenance services, CSA may, at its option, (I) substitute comparable Equipment or (it) Item' for the lease and all other purposes of this Agreement. This poifoy shall apply only if you cancel any balance of [he term of its maintenance obligations as to such Equipment and refund are not In default of this Agreement and Maintenance under this Agreement has not been the unearned portion of any prepaid GSA Payments, Pads or Equipment replaced or removed by canceled or terminated. SLS-107F CFS-1200 March 2018 Page 2 ULF #S0849029M 4. DATA, You acknowledge that the hard di 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 i You acknowledge that Lessor is not storing Data on behalf of you and that exposure or access to the Data by CSA or Lessor, if any, is purely incidental to the services performed by CSA or Lessor. Neither CSA nor Lessor nor or any of their affiliates has an obligation to erase or overwrite Data upon your return of the Equipment to CSA or Lessor or any other disposition of the Equipment by you. You are solely responsible for: (A) your compliance with applicable law and Legal requirements pertaining to data privacy, storage, security, retention and protection; and (B) all decisions related to erasing or overwriting Data. Without limiting the foregoing, you should, (1) enable the Hard Disk Drive (HIDD) data erase functionality that is a standard feature on certain Equipment and/or i prior to return or other disposition of the Equipment, utilize the HDD (or comparable) formatting function (which may he referred to as "'Initialized Ali Data/Settings" function) If found on the Equipment to perform a one pass overwrite of Data or, if you have higher security requirements, you may purchase frorn CSA at current rates an appropriate option for the Equipment, which may include (a) an LIDO Data Encryption Kit option which disguises information before it Is written to the hard drive using encryption algorithms, (b) an HOD Data Erase Kit that can perform Lip 10 a 3-pass overwrite of Data (for Equipment not containing data erase functionality as a standard feature), or (c) a replacement hard drive (in which case you should property destroy the replaced hard drive). You shall Indemnify Lessor, CSA, their subsidiaries, directors, officers, employees and agents from and against any and aft costs, expenses, liabilities, claims, damages, losses, judgments or fees (including reasonable attorneys' fees) arising or related to the storage, transmission or destruction of the 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 or Lessor applies, or could be construed to apply to Data. 5, LIMITED WARRANTY; EXCLUSIONS & LIMITATIONS; INDEMNIFICATION 6.1 Limited Warranty, Equipment is warranted only as provided' in the manufacturers warranty provided with the Equipment (for CANON brand Equipment, the manufacturer's warranty is provided by Canon U.S.A., Inc.). End user warranties, If any, for Listed Software are provided solely by the developers or suppliers of the Listed Software. So tong as you are not In breach or default of this Agreement, Lessor assigns to you, solely for the purpose of making and prosecuting any such claim, the rights, If any, which Lessor may have under all such warranties for the Listed Items. 5.2 Disclaimer of Warranties. LESSOR IS NOT A MANUFACTURER, DEALER, OR SUPPLIER OF THE LISTED ITEMS. AS BETWEEN YOU AND LESSOR, THE LISTED ITEMS ARE LFASEDAS IS" AND ARE OF A SIZE, DESIGN, AND CAPACITY SELECTED BY YOU, LESSOR HAS MADE NO REPRESENTATiON OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LISTED ITEMS, The warranties, if any, provided for any of the Listed Items are enforceable by you only against the Canon company or third party making such warranties, not against any Lessor. CSA is not an agent or representative of Lessor and Is not authorized to waive or alter any of Lessees rights or make any representation for Lessor about the Listed Items, except to the extent set forth in this Agreement. EACH OF GSA AND LESSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING iMP'LIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE LISTED ITEMS OR CSNS SERVICES. THE FURNISHING OF MAINTENANCE UNDER THIS AGREEMENT DOES NOT ASSURE UNINTERRUPTED OPERATION OR USE OF ANY OF THE LISTED ITEMS. 5.3 Limitation of Liability. NEITHER CSA NOR LESSOR SHALL BE LIABLE FOR INJURY OR DAMAGE EXCEPT TO THE EXTENT CAUSED BY SUCH PARTY'S NEGLIGENCE OR WILLFUL MISCONDUCT. NEITHER CSA NOR LESSOR SHALL BE LIABLE FOR EXPENDITURES FOR SUBSTITUTE EQUIPMENT OR SERVICES, LOSS OF REVENUE OR PROFIT, LOSS, CORRUPTION OR RELEASE OF DATA, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, STORAGE CHARGES; OR INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED AND EVEN lF CSA OR LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, 5.4 Indemnification. You shall reimburse Lessor for and defend Lessor against any claim for losses or injury caused by the Listed Iterns, before and after the Lease Term ends. 6. ADDITIONAL LEASE REQUIREMENTS. 6.1 Warranty of Business Put Maintenance. You warrant that the Listed Items will not be used for personal, family or household purposes. If at any time for any reason whatsoever CSA's maintenance obligations have terminated, at your sole expense you shall keep the Equipment in good working order and supply and install replacement parts and accessories when required to maintain the Equipment. Any such replacements shall be the property of Lessor and shall be deemed Equipment. i Risk of loss;,insurance. Effective upon delivery to you, you shall bear the entire risk of any loss or theft of or damage to the Equipment ("Loss'). You shall obtain and maintain during the term hereunder including all renewals and extensions, at your expense, (a) property insurance for the full replacement value of the Equipment and (b) comprehensive public liability and prop" damage insurance. All such insurance shall provide for a deductible not exceeding $5,000 and be in form and amount and with companies satisfactory to Lessor, Each Insurer providing such insurance shall name Lessor as additional Insured and loss payee and provide Lessor 30 days' prior written notice of alteration or cancellation. You shad deliver certificates or other evidence of insurance to Lessor. You appoint Lessor as your attomi fact solely to make claim for, receive payment of, and execute and endorse documents, checks, or drafts for any Loss. If within 10 days after request YOU felt to deliver satisfactory evidence of such insurance to Lessor, then Lessor shall have the right, but not the obligation, to obtain insurance covering Lessor's interests In the Equipment, and add the costs of maintaining such insurance and an administrative fee to the amounts due from you under this Agreement. Lessor and any of its affiliates may make a profit on the foregoing. You shall promptly (t) repair or replace any Equipment subject to a Loss or (il) pay to Lessor the Remaining Lease Balance (defined below). No Less shall relieve you of any obligation under this Agreement. 7. DEFAULT; REMEDIES. You shall be In default of this Agreement it: (a) you fail to make any Payments when due or perform any of your other obligations under this Agreement; (b) you fail to make payments when due of any indebtedness to Lessor; (c) you or any guarantor of your obligations ("Guarantor") cease doing business as a going concern: (d) you or any Guarantor become insolvent or make an assignment for the benefit of creditors; (e) a petition or proceeding Is filed by or against you or any Guarantor under any bankruptcy or insolvency law; (1) a receiver, trustee, conservator, or liquidator is appointed for you, any Guarantor, or any of your or any Guarantor property; (g) any statement, representation or warranty made by you or any Guarantor to CSA or Lessor is incorrect in any material respect; or (h) you or any Guarantor who is a natural person die. If you are In default, you shall pay for Lessors reasonable collection and other costs, and Without limiting any of GSA's rights hereunder or under applicable law, Lessor may exercise (on behalf of itself and, as applicable, CSA) any one or all of the following remedies: (1) declare all unpaid Payments (other than per image charges) !Immediately due and payable, with LessorretaIning title to the Listed Items; (2) terminate any and all agreements with yciu; (3) without notice, demand or legal process, retake possession of the Listed Items (and you authorize Lessor to enter upon the premises where the Listed Items may be found) and (A) retain the Listed Items and all Payments and other sums paid, (B) ro-lease the Listed Items and recover from you the amount by which the Remaining Lease Balance exceeds the value attributed to the Listed Items by Lessor for purposes of calculating the payments under the new lease agreement, or (C) sell the Listed Items and recover from you the amount by which the Remaining Lease Balance exceeds the net amount received by Lessor from such sale; or (4) pursue any other remedy permitted at law or In equity. Lessor may sell the Listed Items after preparing them or not and may disclaim warranties of tide and the like. It the Listed Items are not available for sale, you shall be liable for the Remaining Lease Balance and any other amounts due. The 'Remaining Lease Balance" shall be the sum of. (I) all Lessor Payments then owed by you to Lessor; (it) the present vqllue of all remaining Lessor Payments for the full Lease Term; (III) the Purchase Option price of the Listed Items indicated on the face of this Agreement; pies (iv) any applicable taxes, expenses, charges, and fees, For purposes of determining present value, Lessor Payments shall be discounted at 3% per year. IL SECURITY; WAIVER. You authorize Lessor to file any form of financing or continuation statements and amendments thereto. THE LEASE CREATED BY THIS AGREEMENT Is INTENDED AS A "FINANCE LEASE" AS THAT TERM IS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE (-UCG 2A) AND LESSOR IS ENTITLED TO ALL BENEFITS, PRIVILEGES AND PROTECTIONS OF A LESSOR UNDER A FINANCE LEASE, AND YOU IRREVOCABLY WAIVE ANY RIGHT OF NOTICE THEREOF. YOU WAIVE YOUR RIGHTS AS A LESSEE UNDER UC,C 2A SECTIONS 508-522. If the lease is determined not to be a true lease, you grant Lessor a security interest in the Listed Items. Your exact legal name, your chaf executive office address, and your jurisdiction of organization are as set forth on page 1: if you change any of them or the corporate structure, you shall provide prior written notice to Lessor 30 days before such change. Upon request, you will execute and deliver to Lessor such documents as required or appropriate. 9. GENERAL 9,11 Choice ofLaw and Forum. THIS AGREEMENT AND ALL CLAIMS, DISPUTES AND CAUSES OF ACTION RELATING THERETO, WHETHER SOUNDING IN CONTRACT, TORT OR STATUTE, SHALL FOR ALL PURPOSES BE GOVERNED BY THE LAWS OF NEW JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW PRINGI PILES. YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED WITHIN CAMDEN OR BURLINGTON COUNTY, NEW JERSEY, OR AT LESSOR'S OPTION IN ANY STATE WHERE YOU OR THE EQUIPMENT ARE LOCATED. YOU WAIVE OBJECTIONS TO THE JURISDICTION OF SUCH COURTS„ TO VENUE AND TO CONVENIENCE OF FORUM. ANY SUIT, OTHER THAN ONE SEEKING PAYMENT OF AMOUNTS DUE, SHALL BE COMMENCED, IF AT ALL, WITHIN I YEAR OF THE DATE THAT THE CLAIM ACCRUES, THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN THEM. 9.2 Entire Agreement: Electronic Acceptance. This Agreement shall be binding upon you When you sign it, upon CSA when CSA has installed the Equipment, and upon Lessor when you have accepted the Listed Items. All provisions of this Agreement, Including Section 4, which by their nature can be construed to survive the expiration or termination of the Agreement shall so survive. CSA or Lessor may Insert missing or correct other information including the Listed Item description, serial number, and location; and corrections to your legal name: but otherwise this Agreement (together with any separate agreement entered into between you and CSA as described in Section 2.3 above) constitutes the entire agreement between the parties with respect to the subject matter hereof. Any purchase order utilized by you shall be for your administrative convenience only, and any terms therein which conflict with, vary from or supplement the provisions of this Agreement shall be deemed null and void. No representation or statement shall be binding upon Lessor or CSA as a warranty or otherwise unless it is contained In the original of this Agreement. This Agreement shall not he modified or amended except in a written amendment signed by an authorized signer of CSA and you. If a court finds any provision to be unenforceable, the remaining provisions shall remain in full force and effect. You expressly disclaim having relied upon any statement concerning the capability, condition, operation, performance or specifications ofthe Listed Items, except to the extent set forth In the original of this Agreement. GSA or Lessor may accept electronic Images of this Agreement or any Acceptance Certificate as originals, and electronic copies of your signature will be treated as original for all purposes. 9.3 Joint and Several Liability: Assignment. If more than one entity executes this Agreement as the Customer, your obligations shall be joint and several. YOU SHALL NOT ASSIGN OR PLEDGE THIS AGREEMENT, NOR SHALL YOU SUBLET OR LEND ANY LISTED ITEMS. Each of GSA and Lessor may pledge or assign its rights under this Agreement. If a Lessor assigns its rights, the assignee Will have the same rights and benefits that the Lessor had and shall not have any obligations hereunder. The rights of the assignee will not be subject to any claims, defenses, or setoffs that you may have against the Lessor. 9.4 Notices, All notices required or permitted under this Agreement shall be sufficient if delivered personally, sent via facsimile or other electronic transmission, or masted to such party at the address set forth on page 1 or at such other address as such party may designate in writing from time to time. Notices shall be effective 3 days after deposit in the U.S. mail, duly addressed, or upon delivery via personal or express delivery, facsimile or other electronic transmission. You shall send all notices regarding tease provisions to Lessor only, and all notices regarding maintenance provisions to GSA ordy Address for notices to Canon Solutions Address for notices to Canon Financial America, lnc.: Services, Inc.: 300 Commerce Square Blvd. 158 Gaither Drive, Suite 200 Burlington, NJ 08016 Mount Laurel, NJ OB054 Attn: Customer Service Department Attn: Customer Service Department Phone: (800) 613-2228 Phone: (800) 220-0330 Fax; (800) 220-4002 Fax: (666) 813-5122 Email: customercare@cisa.canori Email: customer@cfs.canon.com 9.5 USA PATRIOT Act; Credit Information. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that Identifies each person who enters into a lease. This means that when you enter Into a lease, Lessor may ask for, among other filings: (a) your federal tax Identification number and (b) your date of birth, if you are a sole proprietor. Lessor may also ask to see identifying documents, You authorize your credit references, any credit reporting agency, or any third party (including Lessor) to collect any credit Information and to release the same to Lessor, its affiliates, and their respective designees or assignees. SLS-1 07F CFS-1209 March 2018 Page 3 row w w cu oc U) a_ a) ni 0 - : m cu 0 u 0 co E < Ua) -C — C) C) 0 0 U? 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