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U LF # S0864861.01
<br />GENERAL TERMS AND
<br />CONDITIONS
<br />1. LEASE OF EQUIPMENT AND SOFTWARE
<br />CSA in connection with Maintenance shall become the property of Lessor and you disclaim any
<br />1.1 Listed items; Commencement of Lease; Lessor. CSA shall supply, for lease by you
<br />interest in them. (c) Installation/Implementation of Listed So fNlare may be at an additional charge
<br />as provided below, and you shall lease the units of equipment ("Equipment") and licenses of
<br />except to the extent included as a Listed Item and may be conditioned on your agreement to a
<br />software with separate support contracts, if applicable ("Listed Software"; and together with the
<br />separate statement of work or other document covering the scope and schedule of
<br />Equipment and all replacements and additions thereto, "Listed Items") indicated on Schedule
<br />Installation/implementation, configuration options, responsibilities of each party, and other matters,
<br />A. The initial lessor is Canon Financial Services, Inc. (together with any future assignees of
<br />which shall solely govern as to the matters covered therein. Additional charges may apply for
<br />its rights as lessor, "Lessor"). You shall keep the Listed Items at the "Ship To" location, not
<br />work beyond the initial scope described In such separate document. (d) Support for Listed
<br />move them to another location without the prior written consent of Lessor (defined below), and
<br />Software is provided directly by the respective developers thereof and as set forth in each
<br />keep them free and clear of all liens and encumbrances. This Agreement shall be effective on
<br />developers applicable separate support contract, and is not provided by CSA under this
<br />the date the Listed Items are delivered to you ("Lease Commencement Date"). The term of this
<br />Agreement except as expressly provided herein. Support for Listed Software may require
<br />Agreement begins on the date accepted by CSA or any later date that CSA designates
<br />separate purchase by you of a support contract, unless Included under this Agreement as a Listed
<br />("Agreement Date"), and shall continue for an initial term of the number of months specified on
<br />Item, The terms of support contracts for Listed Software are available from the developers, or will
<br />page 1(together with any renewal periods, "Lease Term"). Your execution of an acceptance
<br />be provided to you by GSA upon request. Notwithstanding any provision in the support contract to
<br />certificate provided by CSA shall conclusively establish that the Listed Items have been
<br />the contrary, it shall automatically renew an an annual basis, subject to a price increase after the
<br />delivered to and irrevocably accepted by you. If you have not, within 10 days after delivery of
<br />initial term, (a) CSA shall make available to you from time to time upgrades and bug fixes for the
<br />Equipment, delivered to Lessor written notice of non -acceptance of any Equipment, specifying
<br />software licensed as part of the Equipment and for Listed Software, but: (i) only if such upgrades
<br />the reasons and referencing this Agreement, you shall be deemed to have irrevocably
<br />and bug fixes are provided to CSA by the developers of such Listed Software, (ii) availability of
<br />accepted the Equipment. After acceptance, you shall have no right to cancel this Agreement or
<br />upgrades and bug fixes may be at additional charge, and (III) installation of such upgrades and
<br />return the Listed Items prior to the end of the Lease Term for arty reason whatsoever,
<br />bug fixes by CSA If requested by you shall be at additional charge, You are not required to use
<br />including termination of any maintenance services that may be provided by CSA under this or
<br />CSA for installation of either Listed Software or for any upgrades and bug fixes, but if installation is
<br />any separate agreement. Title to all Listed Items shall be transferred by GSA to Lessor. CSA
<br />done by anyone other than CSA, CSA shall have no responsibility for any performance or other
<br />shall assign to Lessor all of its rights (but none of its obligations) with respect to the Listed
<br />issues that may result from such installation. (I) CSA shall also use reasonable efforts to provide
<br />Items, including the right to receive all Payments. Lessor does not and shall not assume any
<br />Level 1 support for the Listed Software (except that for certain Listed Software, Level 1 support
<br />obligations under this Agreement. CSA shall remain solely liable for the performance of all
<br />shall be provided only if and so long as a separate software support contract for such Listed
<br />maintenance, service, and warranty obligations described in this Agreement.
<br />Software from the developer thereof Is in effect). Level 1 support consists of (I) providing help -line
<br />1.2 Payments and Costs. You shall pay to Lessor each billing period the fixed base and, if
<br />telephone assistance in operating the Listed Software and identifying service problems in the
<br />applicable, the fixed maintenance amounts and per Image charges and all other amounts, as
<br />Listed Software, and attempting to troubleshoot any such problems; (€I) escalating operating
<br />fisted and specified on page 1 and Schedule A and such other amounts permitted in this
<br />problems to the applicable developer of the Listed Software as needed to rectify such problems,
<br />Agreement as invoiced by Lessor (collectively, "Payments"; the fixed maintenance amounts
<br />including facilitating contact between you and the developer of the Listed Software as necessary;
<br />and the per image charges are the "CSA Payments, and all other Payments are the "Lessor
<br />and (M) maintaining a tog of such problems to assist In tracking the same.
<br />Payments"). For Equipment designated as Corporate Advantage, the meter shall record a
<br />2.2 Maintenance Term and Charges, (a) Maintenance shall start on the Lease
<br />quantity of 2 images for any image produced on media wider than 8'/2". The Payments shall
<br />Commencement Date and shall continue for the Lease Term. (b) Consumables Inclusive
<br />not increase during the initial term. Prepaid charges shall not be refundable except as
<br />Maintenance includes replenishment of toner only (and other consumables, but only if
<br />provided in Paragraph 2.1(b). Invoices shall be due and payable upon receipt. All Payments
<br />specified on page 1). Toner Is supplied for exclusive use with the Equipment. CSA may
<br />will be applied in such order as Lessor, in its discretion, may determine. This lease is a net
<br />terminate the Maintenance if you use consumables in a different manner. If your toner usage
<br />lease. Lessor Payments shall be made without set-off or deduction, even if the Listed Items
<br />exceeds by more than 10% the published manufacturer specifications for conventional office
<br />malfunction and Irrespective of any non-performance by CSA of its maintenance obligations.
<br />image coverage, CSA may invoice you for such excess usage. You may purchase additional
<br />You authorize Lessor to adjust the Payments and the End of Term Purchase Option amount (€f
<br />toner from CSA if required. You shall bear all risk of loss, theft or damage to unused
<br />specified on page 1) ("Purchase Option") by up to 15% if the actual cost of the Listed items
<br />consumables, which shall remain CSA's property and shall be returned promptly upon
<br />and any related services and supplies, Including any sales and use tax, exceed CSA's
<br />termination of this Agreement or Maintenance. (c) If you selected the Fleet or Aggregate
<br />estimates on which such amounts were based. You shall pay a $85 documentation fee and
<br />Coverage Plan on page 1, the Base Charge and the Covered Images Included shall apply to
<br />any applicable taxes (including personal property tax), expenses, charges and fees imposed
<br />all of the Equipment on Schedule A unless otherwise indicated. If specified on page 1 that the
<br />with respect to the Listed Items, the Payments or your performance or non-performance under
<br />Listed Items are being added to an existing fleet under a previous agreement between you
<br />this Agreement, and you shall reimburse Lessor for the same plus processing fees
<br />and CSA, (€) the fleet shall Include the listed items under the previous agreement, and all other
<br />(collectively, "Costs"). You agree that Lessor may in its sole discretion apply, but shall not be
<br />agreements for which the add to existing fleet option was selected, and (ii) the maintenance
<br />obligated to apply, any amounts paid in advance to any amount due or to become due
<br />term for all Listed Items under this Agreement shall be the same as the maintenance term for
<br />hereunder, and in no event shall any amount paid in advance earn interest unless required by
<br />all listed items under all such previous agreements. (d) If specified on the face page that the
<br />applicable law. If any Payments are late, you shall pay (a) the actual and reasonable costs and
<br />Listed Items are being added to an existing Aggregate Coverage Plan under a previous
<br />expenses of collection, including attorneys' fees, whether or not suit is brought, (b) a late
<br />agreement between you and CSA, the Covered Images shall apply to all of the Equipment on
<br />charge equal to the higher of 10% of the amount due or $25, as reasonable liquidated
<br />the schedule, unless otherwise indicated, plus the listed Items under the previous
<br />damages, and (c) if Lessor should bring court action, you agree that attorney fees equal to
<br />agreement(s), and all other agreements for which the add to existing Aggregate Coverage
<br />25% of the amount sought shall be deemed reasonable, in each case not to exceed the
<br />Plan was selected, on an aggregated basis, for so long as the maintenance term for all such
<br />maximum amount permitted by law.
<br />listed items continues. (e) Unless otherwise indicated on Schedule A, you authorize CSA to use
<br />1.3 Purchase Oatlons; Return. (a) END OF TERM PURCHASE OPTION. To elect this
<br />networked features of the Equipment Including imageWARE to receive software updates, activate
<br />option, you shall give Lessor 60 days' prior irrevocable written notice (unless the Purchase
<br />features/now licenses and transmit use and service data accumulated by the Equipment over
<br />Option price is $1,00) that you will purchase, upon the expiration of the Lease Term, all the
<br />your network by means of an HTTPS protocol and to store, analyze and use such data for
<br />Listed Items at the Purchase Option price plus any Costs. (b) PRIOR TO MATURITY
<br />purposes related to servicing the Equipment, providing reports and product improvement. This
<br />PURCHASE. You may upon not less than 60 days' prior irrevocable written notice, purchase
<br />feature Is not capable of sending or receiving image data (f) You shall provide meter readings to
<br />all the Listed Items at a price equal to the sum of all remaining Payments, plus the Fair Market
<br />CSA in accordance with the Meter Read Method selected. If you selected the myCSA website,
<br />Value, plus Costs. For purposes of this Agreement, "Fair Market Value" shall be Lessor's retail
<br />you, your employees or agents shall complete CSA's registration process governing access to
<br />price at the time you notify Lessor of your intent to purchase the Equipment. (c) Listed Item
<br />and use of such website, and you agree to be bound by, and comply with its Terms of Use.
<br />purchases shall be "AS -IS WHERE -IS" without warranty, except for title; purchases of licenses
<br />CSA may change your meter read options from time to time upon 60 days' notice. If CSA does
<br />of Listed Software are subject to the terms thereof. (d) Unless this Agreement contains a $1.00
<br />not receive timely meter readings from you, you shall pay invoices that reflect CSA's estimates
<br />Purchase Option, this Agreement shall automatically renew on a month to month basis at the
<br />of meter readings. CSA may verify the accuracy of any meter readings from time to time and
<br />same Payment amount (subject to increase of CSA Payments) and frequency unless you, at
<br />invoice you for any shortfall in the next invoice. (g) You agree that CSA may suspend
<br />least 60 days before the end of the Lease Term, send to Lessor written notice (the "End of
<br />performance of Maintenance if and so long as any Payments are overdue, and that any such
<br />Term Notice") that you either (i) are purchasing all (but not less than all) of the Equipment in
<br />suspension shall not in and of itself be deemed a termination of this Agreement.
<br />accordance with the terms hereof, or (11) do not want to renew this Agreement, and at the end
<br />2.3 Non -Covered Service. The following services are not included within Maintenance and
<br />of the Lease Term shall return the Equipment as provided below. Unless this Agreement
<br />shall be invoiced In accordance with CSA's then current labor, parts and supply charges: (a)
<br />automatically renews or you purchase the Equipment as provided in this Agreement, you shall,
<br />replacement of any consumables not provided as part of Consumable Inclusive Maintenance
<br />at the termination of the Lease Term, return the Equipment at your sole cost and expense In
<br />identified on page 1, Including, without limitation, paper, toner, ink, waste containers, fuser oil,
<br />good operating condition, ordinary wear and tear resulting from proper use excepted, to a
<br />staples (, other media, print heads and puncher dies; (b) repairs necessitated by factors other
<br />location specified by Lessor. Lessor may charge you a return fee equal to the greater of one
<br />than normal use including, without [imitation, any willful act, negligence, abuse or misuse of the
<br />Lessor Payment or $250 for the processing of returned Equipment. If for any reason you fail to
<br />Equipment; the use of parts, supplies or software not supplied by CSA; service performed by
<br />return any Equipment to Lessor as provided in this Agreement by the last day of such Lease
<br />anyone other than CSA; accident; use of Equipment with non -compatible hardware or software
<br />Term, you shall pay to Lessor upon demand one billing period's Lessor Payment for each
<br />components; electrical power malfunction or heating, cooling or humidity ambient conditions; (c)
<br />billing period or portion thereof that such return is delayed, if you fail to provide the required
<br />de -installation, re -installation, or relocation of Equipment; (d) repairs to or realignment of
<br />End of Term Notice and return the Equipment at the end of the Lease Term, you shall pay to
<br />Equipment and related training necessitated by changes made to your system configuration or
<br />Lessor upon demand the 60-day equivalent of Lessor Payments to satisfy the End of Term
<br />network environment; (e) work requested to be performed outside of CSA's regular business
<br />Notice period referenced above. You shall reimburse Lessor for any costs incurred by Lessor
<br />hours; and (f) repair of any networkrsystem connection devices, except when listed on page 1. If
<br />to place the Listed Items in good operating condition.
<br />you have NOT selected Maintenance on page 1, any of the maintenance services described in
<br />2. MAINTENANCE. YOU SHALL RECEIVE THE MAINTENANCE DESCRIBED IN THIS
<br />Paragraph 2.1 above shall be available only upon your request, either under separate agreement
<br />PARAGRAPH 2 ("Maintenance") ONLY IF YOU HAVE ACCEPTED MAINTENANCE ON
<br />with CSA or Invoiced in accordance with CSA's then current labor, parts and supply charges.
<br />PAGE 1. Such services are subject to the exclusions hereinafter described. Maintenance
<br />Installation of certain Listed Software may also require a separate agreement between you and
<br />provided to you under separate agreement between GSA and you shall be governed solely
<br />CSA setting forth the scope of work, your responsibilities in connection with such Installation, and
<br />by the provisions thereof.
<br />other terms and conditions as required by CSA. Such separate agreement(s) shall solely govern,
<br />2.1 Covered Service. (a) CSA shall provide all routine preventive maintenance and emergency
<br />and this Agreement shall not apply to, the services described therein.
<br />service necessary to keep the Equipment in good working order in accordance with this
<br />3. CSA CUSTOMER SATISFACTION POLICY. it you are not satisfied with the performance
<br />Agreement and CSA's normal practice. Such service shall be performed between 8:30 A.M. and
<br />of your Canon or Oce brand product, upon your written request, CSA in its sole discretion will
<br />5:00 P.M. Monday through Friday, except holidays. (b) You shall afford CSA reasonable and safe
<br />repair or replace the product with a like unit with equivalent capabilities. Prior to replacement,
<br />access to the Equipment to perform on -site service. CSA may terminate its maintenance
<br />CSA shall have had the opportunity to return the product to good working order in accordance
<br />obligations as to any Equipment if you relocate it to a site outside CSR's service coverage area. If,
<br />with the terms of this agreement. If a replacement unit Is provided, the lease hereunder of the
<br />In CSA's opinion, any Equipment cannot be maintained in good working order through CSA's
<br />replaced unit shall be deemed terminated and the replacement unit shall be deemed a "Listed
<br />routine maintenance services, CSA may, at its option, (1) subslitu€e comparable Equipment or (ii)
<br />Item" for the lease and all other purposes of this Agreement. This policy shall apply only If you
<br />cancel any balance of the term of its maintenance obligations as to such Equipment and refund
<br />are not in default of this Agreement and Maintenance under this Agreement has not been
<br />the unearned portion of any prepaid CSA Payments. Parts or Equipment replaced or removed by
<br />canceled or terminated.
<br />SLS-107F CFS-120g March 2018 Page 2
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