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HomeMy WebLinkAbout05156 - CANON FINANCIAL SVCS INC COPIER LEASE AGR Fib Sdt GeraAL&m TcatsaIA Ruts 6lartmar>ce Qr. —-- --- — -------- ------------ kLelteis Vaaa ans Repas Maortmwe H4 F>dProgam x OoemeedPMfY misty J n"°"x po[umees Oesaipliomsr;arLetrse,fws(B]p�s�d7,S[ti00eu.7) Financials dpprm uc maoo Eeph.Odc 0wrno CM"da rr ' tlwed C_sJ I CortMatgr Caoongiisioassseji JdJE estlnt d�E pF,ct of Paid CA i r. Cofled'A''=e[E:rmer Ph O E+t� i, dddess ( 6aP .: Ilderesst :w�ta'6MStrza .. `m. i fdgC:ardtra 90�0: towtry.;, r a Poo eMmt� i _ senke: n5e Insararce sleluc Capieme ad Polities are a Oommenl Trod ng hems pbf dick heading to Sol Tip,pma Cana lam Due$ CartRsl¢d kAded WPM a 0 m AIR 1097005, MOIT37 nolpr y6 d.pl !: II _ 000, 000 00M0005: CM signed andgareoEmte I II Oo0 000 O110006 OnkowCc Sig ncicenonk in1101 II 0.m 1100 i I a i a � i A I � f � i : I i i f4>tt Fmdpea irklMes IlewOtt Delete Da $Gal YIpM Preneus esuyuee �, �9dd irPon9s� �irh�9 dem OX .,t�S MtlOroft •.lto hfaomft��� 14R0med�s Fas xkDoum:., r" 524PM Ganon I-Inanc[al ovcs., Inc. Copier Lease Agreement Canon AGREEMENT#5156 Canon Financial Services, Inc. ("CFS") MO 7737, 9-7-05 REMITTANCE ADDRESS: PO Box4004 MUNICIPAL LEASE AGREEMENT Carol Stream,Illinois 601974004 (800)220.0200 CFS•1045 (08104) CUSTOMER(FULL LEGAL NAME) pap PHONE CITY OF PALM SPRINGS ("Customer) 760-323-8263 BILL( AD E55 CITYC UNTY - . Sox 2743 Palm SpriAgs Riverside �aliforhia 9221NTE ZIP EQUIPMENT ADDRESS - - CITY COUNTY - STATE ZIP 3200 E. Tahquitz Cacho ii Way Palm Springs Riverside Califorfiia 92263 EQUIPMENT INFORMATION NUMBER AND AMOUNT OF PAYMENTS Ouantlry Serial Number MakeyModel/Descriplion No.of Pmts. Total Payment' 60 $7,503.00 6 Ir2270 Copiers 4 Ir2870 Copiers 6 Ir3570 Copiers 4 Ir4570 Copiers Term m months 60 • Plus Applicable Taxes Payment Frequency. Monthly ❑ Quarterly ❑ Other._ THIS AGREEMENT IS EFFECTIVE ONLY UPON SIGNING BY BOTH PARTIES.THIS AGREEMENT IS NON-CANCELABLE BY CUSTOMER EXCEPT AS DESCRIBED IN THE FISCAL FUNDING PROVISION HEREIN.CUSTOMER REPRESENTS THAT ALL ACTION REQUIRED TO AUTHORIZE THE EXECUTION OF THIS AGREEMENT ON BEHALF OF THE CUSTOMER COY THE FOLLOWING SIGNATORIES HAS BEEN TAKEN, ACCEPTED AUTHORIZED CUSTOMER SIGNATURE CANON FINANCIAL SERVICES,INC. By X Tills By' Printed Name Tifle By X . Tina, Dale Printed Name To Canon Financial Services,Inc (CFS') ACCEPTANCE CERTIFICATE The Customer cerdfiep that(a)the Equipment reforred h in the above Agreement has been received (b)installation has been completed,(0)ho Equipment has been examined by Customer an�is in gone 0 or and condition and is in all respects,satisfactory to the Customer,and(d)the Equipment is irrevocably accepted by the Customer for all purposes under the Aimmem—Avear Ingly'Cusic cpyUth .sbllllpgp cr[Ills Agreement?` Signature X k—� Printed Name Title(if any): � Data TERMS AND CONDITIONS 1.AGREEMENT CFS leases to Customer a [stale name or political subdivision or agency]of [State name]with its Chof executive office at .and Customer IBapes from CFS,with its place of business at 158 Gaither Drive Salle 200 Mount Laurel New Jersey OBD54 ell the equipmP.nl descrlbetl above,lOgelller with all replacemenl pads and substitutions for and sddl(lons to all such equipment(the"Equipment) upon the(arms and Conditions set forth in Iris Lease Agreement("Agreement") The amount of each Paymsn[is based on the suppliers hee(ephmere of the east of the Equipment Such Payments will be adjusted upward or downward it the actual total cost of he Equipment including any sales or use tax is more or less than the Esbmale and,in that even(Customer authorizes CFS to adjust such Payments by up to fifteen percent(15%). 2.AGREEMENT PAYMENTS Customer agrees to pay in advance to CFS during the arm of(his Agreement,(a)the Payments speciliod under 'Number and Amount of Payments above and(b)such other amounts permitted hereunder as invoiced by CFS('Payments")and(c)on Schedule 1 attached hereto Such Payments are comprised of the principal and interest hereon 3.APPLICATION OF PAYMENTS:All Payments received by CFS Imm Customer under his Agreement will be applied to amounts due and payable hereunder chnnologlcelly based on the date of CF$'s charge shown on the invoice for each such amount and among amounts having the same dale in such order as OF$,in its discretion,may determine 4.TERM OF AGREEMENT:The term of this Agreement shall commence on the date he Equipment is delivered to Customer,provided Customer executes CFS'Acceptance Certifica(et or otherwise accepts the EqulpmOntas specified in this Agreement The term of this Agreement shall end,unless sooner terminated by CFS after an event of defaulter under the Fiscal Funding provision,when all amounts required to be paid by Customer under[his Agreement have been paid as provided Except as set forth loran,Customer has no right to return the Equipment to CFB 5.NO CFS WARRANTIES:CUSTOMER ACKNOWLEDGES THAT CFS IS NOT A MANUFACTURER,DEALER,OR SUPPLIER OF THE EQUIPMENT.CUSTOMER AGREES THAT THE EQUIPMENT IS LEASED AS IS AND IS OF A SIZE DESIGN AND CAPACITY SELECTED BY CUSTOMER CFS HAS MADE NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUITABILITY OR DURABILITY OF THE EQUIPMENT THE ABSENCE OF ANY CLAIM OF INFRINGEMENT OR THE LIKE,OR ANY OTHER REPRESENTATION OR WARRANTY EXPRESS OR IMPLIED,WITH RESPECT TO THE EQUIPMENT INCLUDING,WITHOUT LIMITATION,THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.Any warranty with respect to the Equipment made by the supplier, dealer or manufacturers separate from,and IS not a I. of III Agruumonl and shall)and be for he benefl of CFS.Customer,and CFS's purchaser or aeslgnoe,d any So long as Customer is not in breach or ddefault which Cps the suppilor,dealer,or hirvulacturner for of or other[r presentation respectns to ing Customer solely ofrEghwppmar°h CUSTOMEes of R ACKNOWLEDOK'cullmGES AND AGREES TI1such claim the AT NEIThts IF HER THE SUPPLIER NORve 9ANYIDEALER IS AUTHORIZED TO WAIVE ORTeach of AL7ER ANY TERM OFTHI$AGREEMENT,OR MAKE ANY PER OR WARRANTY WITH RESPECT TO THIS AGREEMENT OR THE EQUIPMENT ON BEHALF OF CFS 6.FISCAL FUNDING:The Customer warrants that It has runes available to pay Payments payable pursuant to this Agreement until the end of its Current appropriation period and warrants that it presently Intends ID make Payments in each appropnahon period from now until the end of[his Agreement The officer of the Customer responsloo for preparation of Customer's annual budget shall request from its legislative body or funding authority funds to he paid to CF$under hip Agreement If notwithstanding the making in good faith of such request in accordance with appropriate procedunis and with the exercise of reasonable care and diligence,such leglslalive body or funding auhonly does not appropriate funds 10 be paid to CFS for the Equipment Customer may,upon prior written nonce to CFS,effective upon the exhaustion or the funding authorized for the then current appropmahon Pend return the Equipment to CFS,at Customers expense and in accordance with this Agreement,and(hereupon,Customer shall be released of Its obligation to make Payments to CFS due Iheroalte,provided (1)the Equipment is returned to CFS as provided for in the Agreement(2)the above described notice slates the failure of the legislative body affording authority to appropriate the necessary funds as the reason for Cancellation and(3)such reline is accompanied by payment Of all amounts(hsn due to CFS under this Agreamsm-In the evenj Customer returns the Equipment pursuant to the leans of this Agreement,CFS shall retain all Sums paid by Cushner. Customer's Payment obligations under this Agreement In any fiscal year shall constitute a current expense of Customer for such fiscal year and shall mot constilute Indebtedness or a multiple fiscal year obligation of Customer under Customers stale constitution,stale law or home rule charier Nothing in this Agreement shall constitute a pledge by Customer of any taxes or other monies,ether than as appropriated for a specific fiscal year for this Agreement and the Equipment 7.ACCEPTANCE;DELIVERY:Customers execution of the Acceptance Cerdficale,or Customers provision to CFS of other written confimrallen of its acceptance Of the Equipment shall conclusively establish that the Equipment has desn dohvered to and acceppted by Customer for all purposes Of this Agroemenl and Customer may roller for any reason revoke Thal acceptance,however,d Customer has not within ten(10)days afterdelivery of the Equipment doltverpd to CFS written notice of any non-acceptance of the Equlpmen(spetilying he rL•aaons herefom and specifically referencing his Agroemenl,Customer shall be deemed to have irrevocehly accePled the EqulpmenL CFS IS[he Ieuor and Customer Is the lessee of the Equipment under(his Agreement AS between CFS and Customer only,his Agreement shall supersede any Customer purchase order Customer agrees to waive any right of spedlic pedOrmance of(his Agreement and(o hold CFS harmless from damages II for any reason Iha Equipment is not delivered as ordered,IF the Equipment is I satisfaclory or rf CF$does nil execute Ills Agreement Cost""agrees(hat any delay in delivery of the Equipment shall nor affect the validity of Ibis Agreement. 6,LOCATION;LIENS;NAMES:OFFICES:Customer Shall not move the Equipment from the location specified harem except with the prior written conson[af CFS Customer agrees that it will keep the Equipment free and cloar of @II claims and hens other than[hose created as a result of this Agreement Customers legal name(as set forth in its constituent documents fled with the appopnato governmental office or agency) is set k herein Upon rcquasl Cusemarwill deliver to CFS Geri fed constituent documents The chief executive office of Customer is located at the address set forth heroin Customer will no[change its name or the location of Its chief executive Office unless CFB has been given at least 30 days prior written nonce Ihorpf and Customer has executed and delivered to OF$Such financing statements and other Instruments required or appropriate - - APPROVED BY CITY COUNCIL CFS-1045(ge104) SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS. ry Cl 1157 2160< L.IA77271NITIAl- 9.USE;FINANCING STATEMENTS:Customer shall comply with all laws or regulations relating to the use or maintenance of the Epuipment Customer shall put the Equipment only to the use contemplated by the manufacturer of such Equipment-Customer authorizes CFS(and any thim party filing service designated by CFS)to execute and file,(a)financing statements ovideaeing the interest of CFC in the Equipment,(b) continuation statements in raped.thereof,and to)amendments(including forms containing a broader description of the Equipment than the description set forth harem)and Customer Irrevocably waives any right to notice thereof 10.INDEMNITY:Cuslomer agrees to reimburse CFS for and Io defend CFS against any claim for losses or Injury caused by the Equipment This Section shall surnVe termination of this Agreement 11.MAINTENANCE;ALTERATIONS:Customer will keep and maintain the Equipment in good workino order and shall,at Customers expense supply and Install all replacement part and accessories when required to maintain the Equipment In good working condition.Cuslomm shall not,without the prior written consent of CFS,make any changes or Substitutions to the Equipment.Any and all replacement parts,accessones authorized chanpas andlor substitutions for the Equipment shall become pad of the Epulpmenl and sub act to the terms of this Apmoment, 12.TAXES;OTNER FEES AND CHARGES:CUa1 CMER SHALL PAY AND DISCHARGE WHEN DIJE ALL LICENSE AND REGISTRATION FEES,ASSESSMENTS,SALES,USE,PROPERTY AND OTHER TAXES AND OTHER EXPENSES AND CHARGES,together with any applicable penalties interest,now or at any lime Imposed upon any Item of the Equipment,the Payments payable under this Agreement,of Customers performance Or nonperformance of Ile ebllgatlons hereunder whether ppayable by of assessed to CFS or Customer If Customer falls to pay any fees assessments,lazes,expenses or charges as required by the Agreement,CF$shall have the ngglll but not the obhgallon to pay those ICCS,a;aes5men(5,lazes expenses or charges If such payments are made by CFS,Customer shall promptly neimbura CFS,upon demand,for all such payments made plus adminlstrllon fees and costs II any Cuslomer acknowledges that whore ir ulrod by low,CFS will file any notices and pay personal property lazes levied on the Equipment Cuslomer shall reimburse CF5 for N¢expense of personal property faxes as estimated and Invoiced by CFS and pay CFS a processing fee not to exceed$50 per year per Item of Equipment Which Is subject to such tax,Cuslomer agrees that CFS has not,and will not render lax advice l0 Cuslomer and hat the pa mOnl of such lazes Is an admmishaflva ac. ON THE DATE OF THE FIRST SCHEDULED PAYMENT AND THE DATE OF THE FIRST SCHEDULED PAYMENT AFTER THE ADDITION OF ANY EQUIPMENT, CUSTOMER SHALL PAY TO CFS AN ADMINISTRATIVE FEE IN THE AMOUNT OF$50,TO REIMBURSE CFS FOR ITS ADMINISTRATIVE AND RECORDING COSTS. 13.INSURANCB:Cus.omer,al its sole cost and expense,shall obtain, aman and pay tart pl insurance agamsl the loss Iheh or damage l0 the E and with co the full replacement value thereof,and re comprehensive pubbc liability and property damage Insurance All such Insurance shall vide C for thirty(30)ld ynot exceeding 59,000 and of In form and n shall and with companion satisfactory to CFS Each Insurer premi g such Insurance shall name CFS 3.edddional Insured and loss payee end prvide CFBelive(60)days Wnllen nonce before the suray In e t question shall be proceeds of altered or canceled Customer shall pay the premiums for such insurance,shell be responin6le Ief all deducllhle portions thereat and shall delver purposes of or other evidence of insurance I0 CFS The proceeds of such Insurance,at the option of CFS shall be applied to CFS restate Or rp31r the Equipment,or(b)pay CFS the"Remaining Lease Balance'For purposes of this Agreement,the"Remaining Lease Balance"shall be the sum of,purposes all amountsset then owed se Customer to CF5 under this Agreement,(n I bpdiscounted of all remaining Payments fo she full lints C this Agreement plus(III)any applicable taxes,expenses,charges and fees execute and of determining documents, present value under This to in ont,reyments shall bo discounted in u B%per year f within le hereby appoints CFS as Customers Comer ails to d li make claim for reserve pa them of,and execute and endure all 11 have Checks trot fts the for any loss n damage under any Such theran i policy If sfactn ten(CF days he 8 CFSS inquest,Cuslomer fuss to delivery agreesryal CFScs i be insurance Io CFC,glen CFS shall have the nght,but noahy she ty;lD obtain insurance with respect to the Equpmenl s3llsfeclory to CF5 at Ilia expos o of othebtained Customer Customer hereby all pa Nat CFS Shall be and a to moon any fees earned by II In ant for a with any Insurance obtained under this Agreement For as long as neither Customer nor CFS has 0d131ned such Insurance Customer shall pay to CFS,upon demand an amount equal l0 5%of Ne Payment for each billing penod 14.LOSS DAMAGE:Customer assumes and shall bear the enure risk of loss,theft of,or damage to the Equipment from any cause whatsoever,effective upon delivery to Customer No such lass,theft or damage shall relieve Customer of any obligation under[his Agreement, In the event of damage to any am of Equipment,Customer shall Immediately repair such damage at Customers expense If any item of Equipment Is IDSI, stolen,or damaged beyond repair,Customer at the option of CFS,will(a)replace the same with like equipment in a condition accaplable to CFS and convey clear ttle to such equlpnlent to CFS(such equipment will become"Equipment"sub ecl to the terms of this AgTCOM tl,or(b)pay CFS the Remaining Lome Balance Upon CFS s recGlpl of the Remaining Lease Balance Customer shall)be entilled to whatever interest CFS may have In SUCK Item of quipmeri in Its then Contllllon and location without warranties of any kind 15.DEFAULT:Any of the following events or conditions shall constitula an Event of Default under this Agreement (a)If Customer defaults in the payment when due of any indeNednoss of Customer to CF$,whether or not adsing from this Agreement,without notice or demand by CFS,(b)If Customer or any Guarantor teases do((ng business as a going concern,(c) If Customer or any Guarantor becomes insolvent or makes an assignment for the benefit of credror (d)if a pehlon or proceeding is filed by or against Customer or any Guamanian under any bankruptcy or insolvency law,(o)if a receiver, rus(ee conservator or liquidator Is appointed for Customer,any Guarantor,or any of CUSI011 property (ft if any statement representation or warranty made by Customer or any Guarantor to CFS is incorrect in any material respect or(g)if Customer or any Guarantor defaults under any loan or tintlil agreement,or(h)if Customer or any-Guarantor who is a natural person dies 16.REMEDIES.Upon the happening of any one or more Events of Default,CFS shall have the right to exercise any one or all of the following remedies(which shall be cumulative)simulltur ly,or serially,and in any order (a)to declare all unpaid Payments and olher amounts due and payable under this Agreement with CFS retaining klle to the Equipment,(b)to terminate any and allagreements with Customer (c)with or without nonce,demand or legal process,to retake possession plan of all of the Equipment(and Cuslomer ausiorizes and empowers CFS to enter upon the premises wherever the Equipment may be found?and(II retain such Equipmen.and all Payments and oth¢raum5 paid under Ihls Agreement pi)r-lease the Equipment and recover from Customer the amount by which the Remaining Lease Balance exceeds the Va Ue our puled to the Equlpmenl by CFS for purposes of Calculating the payments under the new agreement,or[Equipment the Equipment and recover from Customer the amount by Which the Remaining Lease Balance exceeds the net amount mtuwed by CF5 from such sale,or(dl to pursue any other remedy permuted at law or in equity.CFS(I)may dispose DFthe Equipment in its then present oonci Lion orfollowing such preparation and processing as CFS deems commerClallq reasonable;(Q shall have nO duty le prepare or process the Equipment prior to sale,(nq may disclaim wamanues of title,possession quiet enjoyment and the like and(N)may comply with any applicable state or federal law requuemenl5 m tOnneei pn wI(h a disposition of the Equipment and none of the foregoing anions shall he deemed to advOBBly affect the commercial reasonableness Mira disposition of the Equlpmenl In the event the Equipment Is not available for sale the Customer shall be liable for the Remaining Lease Balance and any other amounts due under(his AgnmrOCfll If the proceeds of the Sale or re-I Eq'It of the Equipmanl are not sufflClein Io pay the balance of any Payments owed by Customer during Its then•eument appropnahan period,CFS may lake any other remedy available al law or in equity la require Cuslomer to pay SUd1 Payments and pedorm any Of Its Other obligations under this Agreement 17.IATE CHARGES;EXPENSES OF ENFORCEMENT.IF Cuslomer tads to pay any sum Io he paid by Customer(o OF$under this Agreement on or before the applicable due date,Customer shall pay CFS,upon demand,an amount equal le ten percent(10%))of each such delayed Payment or ten dollar(510,00)Whichever is greeter for each billing period or portion of a billing period such Payment is delayed to the extent pemri8¢d byy law The amounts speE,- above Shall be sold as IIqu, sled damages and as compens'+tion for CFS's internal Operating expenses incurred in connection with such late payment In addition,Customer shall reimburse GFS for ail of its out-of-potkel costs and expenses incurred in oxemIsing any of its rights or remedies under this Agreement or in Enforcing any of the amis or provisions of this Agreement including without Iinn,, on,reasonehla allomegqs act;and expenses end fees and expenses of collection agencies,whether of not suit Is brought If CFS should bring court Khan Customer and CFS agree that attorneys fees equal to twenty-five percent(25Y.)of the amount sought by CFS shall be deemed reasonable for purposes of Ins Agreement. 19.ASSIGNMENT:CUSTOMER SHALL NOT ASSIGN OR PLEDGE fIHIS AGREEMENT IN WHOLE OR IN PART,NOR$HALL CUSTOMER SUBLET OR LEND ANY ITEM OF EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF CFS CFS may pledge or Iransfef Illis Agreement If CFS transfers this agreement,CFS shall act as Customer's agent for purposes of keeping s wrillen record of such transfer in accordance with Section 149(a)of the Internal Revenue Code of 1986,as amended and upon Customer request CF$shall deliver the new owner's name to Customer Customer agrees the[if CFS transfers this Agreement Iho now owner will have the same rights and benUils dial.CFS has now and will not have 10 ped0rm any Of CFS's ob[igali=.Customer agrees that the rights of the new owner will not be subject to any claims defenses,or sal-offs that Customer may have against CFS,including without limitation,claims,defenses,or set-offs arising out of service obligations if any,under this Agreement If Customer Is given notice of any such transfer, Customer agrees it so directed therein,Io pay directly to the new owner all or any part of the amounts payable hereunder. 19.RETURN:If Customer terminates the lease of any item Of Equipment as dercribed in the Fiscal Funding provision hereof Customer shall return such Equipment at Its sole cost and expense in good operating condition,ordinary wear and tear resul ling from proper use excepted,to a location specified by CFS If for any reason Customer shall[ail to return the Equipment to NMI provided in this Agreement,Customer shall pay to CFS upon demand one pilling penod's Payment for each billing period or portion Ihotmo(thal such delivery is delayed. 20.OWNERSHIP OF EQUIPMENT: For any Item of Equipment upon payment In full of all Payments and other amounts due under this Agreement at the end of tho scheduled term,CFS'security interest shalt be deemed released and Customer shall be enlitied Iowha[emir interest CFS may have in such Item of Equipment,Including(Isle to such Equipmanl,In Its then condition and location,without warranties Of any,kind. 21.WARRANTY OF BUSINESS PURPOSE,Customer represents and Warrant.that the Equipment will not be used for personal family or household purposes - 22,PERSONAL PROPERTY:The Equipment shall remain personal property regardless of whaLha d botomi affixed to real property or permanently rasIs upon any mat property or any Iimproverni 10 real property 23.MAXIMUM INTEREST;RECHARACTERIZED AGREEMENT: No Payment is Intended to exceed the maximum amoun(of time price differential or Interest as applicable,permitted to he charged or collected by applicable laws and any such excess Payment will be applied to payments due under[his Agreement,in Inverse order of maturity and thereafter shall he refunded.If[his Agreement is recharacton2ed as a conditional sale or Ivan Cuslomer hereby grena to CFS its successors and assigns,a security interest in Ilse Equipment to secure payment and performance of Customers obligations under[his Agreement 24.UCC•ARTI04E 2A CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT IS INTENDED AS A"FINANCE LEASE AS THAT TERM IS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE AND THAT CFS IS CNTITI,ED TO ALL BENEFITS PRIVILEGES,AND PROTECTIONS OF A LESSOR UNDER A FINANCE LEASE 25.WAIVER OF OFFSET.This Agreement is a not lease (Fire Equipment is not properly Installed,does not operate as represonled or warranted or is unsatisfactory for any reason.Customer shall make such claim solely alist the supplier dealer or manufacturer Cuslomer waw¢s any and all exlrbng and future claims and offsets ar lnsl any Payments or oilier charges due under this Agreement,and unconditionally agrees to Pardue Payments and other charges,regardless of any offset or claim Which may be asserted by Customer of on Its behalf 25.NOTICES:All notices required or permitted Under this Agreement shell be sufficient if delivered personally sent Via foc,-Imlle or mailed to such poarty at the address set forth In this Agreement oral such other address m such party may designate In writing from time to time Any notice from CFS to Customer shall be effective three days after it has boon deposlled in the mail duly addressed All notices to CFB from Customer shall be effective alter it has been received via U S Mail,express delivery or facsimile machine 27,AUTHORITY AND AUTHORISATION Cuslomer represents and agrees that(a) Customer is a GI&or a political subdivision or agency of a slate;(b)that entering Into and performance of the Agreement is authorized under Cuslomer s state laws and Constitution and does not violate or conlydcl any judgment,law,order,or regulation or cause any default under any agreement to which Customer is party and(c)Cuslomer has complied with any bidding requirements and where necessary,has properly presented this Agreement for approval and adopllon as a valid obllgahon on Customer.pad Upon re uest Cuslomer agrees to provide CFS with an opinion of counsel as to clauses(a)through(c)above an incumbency cemftcale,and other documents that CFS may request,with all such document.being in a form satisfactory to CFS 28.FACSIMILE ACCEPTANCE: Customer agrees[het CFS may accept in facsimile copy of this Agreement or any Acceptance Certificate as an Original,and that facslmdo copies of Customers sign alum WIII be treated as an anginal for all purposes. 29.NON-WAIVER:No waiver of any of Customer's ob[lgations,conditions or covenants shall be effective unless contained in a writing signed by CFS Fallure to exemiso any remedy which CFS may have shall not tanShlule a waiver of any obligation w ll respect to which Customer is in default 30. MISCELLANEOUS: If(here should be more than one pally executing this Agreement as Customer all obligations to be pertained by Customer shall be the Ioin1 and several III of all such parties The Customers repre5enlations,warranties,and covenants under[his Agreement shall survive the delivery and return at the Equipment Any provision of this Agreement which may be determined by competent authority to be prohihlled or unenlomeable in any jurisdiction shall as to such jurisdiction,be Ineffective Io the extent of such prof ltion or unenlorceabihty without invalidating the remaining provisions of(his Agreement No such pmhl6ltion or unenfomeablhly In any It rlsdichon Shall Invalidate or render unenforceable such provision in any other jurisdiction 31.GOVERNMENT USE:Customer agrees that(a)Cuslomer WIII comply with all mlormation reponlag requirements of the Internal Revenue Code of 1986 as amended,including but not limited to the execution and delivery to CFS of information reporting slatemenl5 requested by CFS (b)Customer Will no[do,cause to be done of(all to do any act if such act will cause the Interest portion of the Payments to he or to become Subject to Federal Income taxation and(c)the use of the Equipment is essential for Customers proper efficient and economic operation Customer will be the Only entity to use the Equipment during the term of this Agreement and Customer will use the Equipment only for Customers governmental purposes.Upon request Customer agrees to provide CF5 with an essential use letter in a form satisfactory to CFS as to clause(c)above 32. ATE OF GOVERNING LAW; �VENUE:IGHTS OF TI•IE PARR ESRUN�ERITHIS ACRE@MENS AGREEMENT T S BEEN HALL BE GOVERNED BY CUTED BY OFS ITNE LAWS AND OFT�E STATE DR ALL OSES BE DEEMEp A CONTRACT ENTERED INTO F. TT OF HE LAW PRI 1�3C71ON BETWEEN CUSTOMER AND CFS SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED IN TN�B SAT V,OR AT CF$'SOLE OPTION,IN THE STATE WHERE THE CUSTOMER OR THE EQUIPMENT IS LOCATED _ CUSTOMER BY ITS EXECUTION AND DELIV Y HER nFOF AND CFS BY 176 ACCEPTANCE HEREOF, HEREBY WAIVES ANY RIGHT.TO-A JURY TRIAL IN ANY.SUCH PROCEEDINGS ��� r d ram/ �r INITIAL ccs,i"5(0e1115) ,, • C.s�G� ai2.✓/$�j, Canon Sales Agreement # 367209 CANON BUSINESS SOLUTIONS Bill To: �l• Ct`�)omer# Ship To: C mer II Company l 1, 0� �S LL�'� Y�,Y'1G Company f -� Yt - t Ann: Phone: Attrl: Phone: Address Addre _ City eM(Y-) "��D6ACN State��}. Zip city CA State CP' Zip Email Address Em211 Address Order PC Requrred I erms Ship Sales Rep. Date Y!N Via Nam, No. Model Cry Unit Price Amount yy- t de� �n ed V"It I Sub-Total S Yes El No Term: Payment., Tax (@xcluding tax) Delivery/Special Instructions- Delivery/Install­ Service Service Included in Lease Payment ❑Yes ❑No Total S Within three years of original installation of any newly installed Canon Equipment specified above,Canon Business Solutions-West, Inc.will,at the Customer's request,replace such Equipment with a like unit If the Customer meets the following three conditions:(1)the Equipment is continuously subject to Canon Business Solutions-West,Inc.annual maintenance from the date of installation,(2)the Customer fulfills all of the terms of annual maintenance applicable to the Customer and(3)before requesting a replacement unit,the Customer gives Canon Business Solutions-West,Inc the opportunity to cure any service problems which Customer may have with the Equipment. Start Meter Drum Toner Toner Base Copies Billing Overage Copy Promo Model Serial It YIN YIN Cattedge Charge Included Cycle Charge Cade Cam, ,6 w I Qty. Color a a W 5 '2 v 11(15oa 170oG � I Start Dato: Expiration Date: Network Print Controller(RIP)covered In agreement? ❑Yes ❑No Cost Per Copy ❑Yes ❑No Aggregate ❑Yes ❑No When this agreement is signed by customer and Cotton Business Solutlons-West,Inc.,It shall constitute a bmding agreement.Cuetomer acknowledges recellet of a copy of this agreement. The addltlonal terms and conditions on the reverse side are Incorporated and made part of tII agreement,Thls agreement supersedes all prior written orcral agreements or representations and shall Constitute the entire agreement between CuFtomei and Canon Buslness Solutions-West,Inc. CUSTOMER'S�AU 8IZgD SIGNATURE- CANON BUSINESS SOLO NONS"WEST,'INC AUTHORIZED SIGNATURE Sales Mgr Date NAME "NAME X :" Service Mgr Dete PRINT PRINT, " NAME NAME O.P. Date TITLE �'�zv iTITLE � Credit Date DATE --I ��I`J 'PATE;_ ADDITIONAL TERMS AND CONDITIONS — Aga'eement#36720gCuslamerinitial The terms You and Your mean the CubLomert We,Us,and Our refer to Canon Business Solutions-West,Inc. - 1. PURCHASE/PAYMENT:The purchase prices and The maintenance charges and fees,U any,listed on the reverse side,are due and payable upon your receipt of our invoice.We may withhold shipment of the equipment until you make full payment of the purchase price and(if applicable)prepayable maintenance charges and fees,or we may revoke any credit extended 10 you for failure to pay any amounts when due or for any other reason affecting your credit worthiness All nan-Canon brand products are sold without femur/exchange privileges.If a trade-in is noted,you represent that we will receive good and marketable ride to each item and certify that all trade-in Equipment is free and clear of any liens and leasehold interest.If buyour/upgradc is included, you refit escnr the amount shown is the total amount due for this Equipment and you agree to pay any amounts and/or Claims in excess of the stated buyout/ upgtadc amount. 2- EQUIPMENT LEASE:If you have elected to Icasc die Equipment,you shall(a)he deemed to have assigned your nghts to the selected Leasing Company and(b)enleh into a lease agreement with the Leasing Company,Such asamnment is conditioned upon the Leasing Company's full payment of the purchase price of the Equipment,and shall not relieve you of any obligations hereunder,including your obligation(unless otherwise agreed with the Leasing Company)to pay directly to us all maintenance fees and charges.If the leasing company fads to pay us ille purchase price of the equipment,you agree to pay die purchase price upon demand. 3• WARRANTY:For ninety(90)days or the expiration of the relevant Equipment w.mamy,whichever comes first,after the date of onginul installation of new Canon brand Equipment Cihirty(30)days in the case of refurbished Canon brand Equipment)we warratT that under normal use and maintenance conditions the Equipment will be free from defects in material and workmanship.Warranty claims must be made Within the warranty period.Our obligations under this - warranty are sub)ecr TO paragraph 6 below and arc limited to repair or leplsccmcnt(at our option)of the parts or equipment proven to be defective upon our inspection Other than as set forth in p'iragraph 37 WE EXPRESSLY DISCLAIM AND EXCLUDE ANY AND ALL WARRANTIES,EXPRESS OR IMPLIED,INCLUDING IMPLIED WARRANTIES OF MERCIIANTABLLITY AND FITNESS FOR A PARTICULAR PURPOSE„RELATING TO THE USE OR PERFORMANCE OF THE EQUIPMENT.IN ADDITION,WE MAEE NO WARRANTY,EXPRESS OR IMPLIED,INCLUDING -- IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNE55 FOR A PARTICULAR PURPOSE,WITH RESPECT TO SOFTWARE, NETWORKING,OR WITH RESPECT TO NON-CANON BRAND EQUIPMENT OR PARTS.WE ASSIGN I'D CUSTOMER WITHOUT RECOURSE ANY WARRANTIES MADE BY THE MANUFACTURER OF SUCH SOFTWARE OR NON-CANON BRAND EQUIPMENT OR PART, 4• MAINTENANCE:If you purchased maintenance service:(a)We will provide all routine preventive maintenance arld emergency service necessary to keep die Equipment in good working order.Maintenance and service will be perforrned during our regular business hours(8:30 A.M.to 5.00 EM Monday through Friday excluding holidays).Service after these pouts is an additional charge and must be arranged in advance.(b)Mamteam et,services will be provided fiOno the date of installation Of the Equipment Through the end of the Initial Tenn as specified on the reveise side provided you have paid for the Equipment and any service contractbillmgb.Callon Business Solununs-West,Inc.will give you notice of a cam change 45 days before the end of the term.The entire term of the contract is non-cancelable.(a)You will give our service technicians free acceRs to the Equipment in order to service the Equipment.We may terminate Our maintenance Obligations on Equipment relocated to an area outside our authorized service area.(d)If we determine any Equipment covered under our continuous maintenance coverage cannot be maintained in good working order through OUT preven Lauve mainienatice services,we will at Our option eiLhet(i)substitute comparable equipment for your equipment Or(n)cancel the balance Of the maintenance agreement for the equipment and refund to you The untamed portion of any maintenance charges or fees prepaid.(c) Puts or Equiprucnr replaced or removed by us in connection with warranty or maintenance services shall become our property (f)If the maintenance services selected on the reverse side include toner or cartridges,we will provide to you at no additional charge the number of toner Or cartridges required to meet your actual usage iequil'cmcnLS based upon Canon USA's spccifications for copy volume in conventional office copy usage or the number indicated on the from.of This agreement.Canon Business 3OImAOny-WnsL,Inc,shall sell to customer at The Canon Business SOlinimna-West,Inc.Tien applicable prices any additional toner cartridges Customer may require during the maintenance term hereof.By electing toner inclusive service,Customer represents to Canon Business SoluLions-West,Inc.Char the Equipment listed On the reverse side hereof(and in other Canon Business Solutions-West,Inc.toner inclusive inaimtenance agreements,if any)reflects CubLomsi's entire population of Equipment eligible for such scrvicc,whether or no[such Equipment was putchmed or leased through Canon Business Solutions-West,Inc.Customer agrees That Canon Business Solutions-West,Inc may ran imate this agreement if Customer breaches such representation at any trine during the contract term (g)The maintenance services shall be provided from the"start date"defined below through the end of the initial maintenance term specified On the reverse bide hereof With respect to newly installed Equipment for which Copy dependent or toner inclusive servicc is elected,the"slut date"is the date of installation. With respect to all other newly installed Equipment,the"Start dare"Is defined as 90 days after the date of installation or the expiration date of The relevant Equipnlciv warranty,whichever come first(h)You agree to provide meter readings based upon the billing cycle selected.If we do not heceive meter readings,you as a to pay invoices based upon estimarcd readings.Our service records will be the official records for ecrvir.e usage (i)We arc under no Obligation Lu offei service On any non-Canon brand equipment 5• NON-COVERED SERVICE:The maintenance services provided in paragruph 3 above shall not cover and Cublofnei shsll pay us the Lhen-cuucnr labor, parts and/or supply charges for(a)replacement of any consumable supply itein(except as provided in subparagraph 4g)(b)repairs insulting from or service visits required its a result of operator errors(c)repairs necessitated by faciois Other than normal use including,without lhrdhnlion(t)any willful act, negligence,abuse or misuse of Tie Equipment,(u)the use of parrs or supplies not supplied by us which cause ubnormally frequent service calls or service --- problwns.(iii)service perforated by personnel other[Ilan our scrvicc technicians,(iv)transportation of the Equipment,(v)accident and(vi)electrical power malfunction,chemical contamination,or nxuenle heating,cooling or humidity ambient conditions,or(d)re-installation of the Egfupaiunt,(c)ServhLe calls caused by Lhanges in the client's network Or computer environment CUSTOMER EXPRESSLY ACKNOWLEDGES THAT THE FURNISHING OF WARRANTY AND MAINTENANCE SERVICES DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE EQUIPMENT. �- LIMITATION OF LIABILITY:WE ARV:NOT LIABLE TO CUSTOMER ORANY OTHER PERSON,FOR ANY LOSS,DAMAGE,OR EXPENSE OFANY KIND,OR FOR DIRF..CT OR CONSEQUENTIAL DAMAGES RELATING TO,ARISING FROM OR CAUSED DIRECTLY OR INDIRECTLY BY THE.EQUIPMENT OR ANY SUPPLIES ORACCRSSORY OR THE USE THEREOF,OR ANY DEFICIENCY,DEFECT OR INADEQUACY"1'IIEREOF,OR ANY DELAY IN DELIVERY OR INSTALLATION THEREOF,IT BEING AGREED THAT OUR COMPLETE LIABILITY SHALL BE LIMITED TO TIIE ADJUSTMENT,REPAIR OR REPLACEMENT OF ANY EQUIPMENT AS NOTED IN PARAGRAPHS 3 AND 4 ABOVE. 7. CIIOICE OF LAW AND FORUM:THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA.THE PARTIES HERETO IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRLAL IN ANY LEGAL PROCEEDINGS. S• FACSIMILE ACCEPTANCE:You agree That we may accept a facsimile copy of the Agreemen.as tin Original,and the facsitmle topics of Customer's signature will be treated as an onginal mid will be admissible as evidence of this AgmGmeni 9. ENTIRE AGREEMENT.7'hs r5 the emtrfe agreement with respect to the furnishing of The Equipment and any maintenance or Other services to be provided by us:superccding all previous proposals,Oral or written.No representation or statement not contained an the original of this Agreemenn shall be binding upon us as a warranty or otherwise,nor shall this Agreement be modified or amended unless agreed to in writing by an officer of Canon Business Solutions and by the CubLunlei.Cusromer expressly disclaims having relied uputl any representation or s'L tenlein concerning the capability,condition,aperaLiuns, performance or specifications of the Equipment except to the extent set forth on the Original of this Agreement. ca-H0-H Sales Agreement #443-a" CANON BUSINESS SOLUTIONS 3&��9 �C'I r~ Bill To: Customer 9j�� Ship To. (� tt Cy4y)tom`er tt Company •t} a'� I.a Wf I7 Company ( !FN h�' T Q•l YV1 PrinG_•�� Attn: Phone: Attm Phone: Adores Address `� " City YI n State_L zip City ut ,r'1 u�' rl r 's State C1,4L Zip Email Address Email Address Order PO Required Terms Ship Sales Rep. No. Date Y/N Vhi Name Model Oty Unit Price Amount 3 f Do C'ut Ct 6. Sub-Total S Yes ❑No Term:_ Payment. Tax (Excluding tax ^ DeliVery/Special Instructions. Delivery/Install Service Service Included In Lease Payment ❑Yes ❑No Total S_ Within three years of original installation of any newly Installed Canon Equipment specified above,Canon Business Solutions-West,Inc.will,at the Customer's request, replace such Equipment with a like unit if the Customer meet's the following three conditions:(1)the Equipment is continuously subject to Canon Business Solutions-West,Inc.annual maintenance from the date of installation,(2)the Customer fulfills all of the terms of annual maintenance applicable to the Customer and(3)before requesting a replacement unit,the Customer gives Canon Business Solutions-West,Inc the opportunity to cure any service problems which Customer may have With the Equipment. Start Meter Drum Toner I Toner Base Copes ailing Overage Copy Promo Model Serialll Y/N YIN cartridge Charge Included Cycle Charge Code color B a W I Oty cola, s e w D p r Start Date: Expiration Date: Network Print Controller(RIP)covered in agreement9 ❑Yes ❑No Cost Per Copy ❑Yes F-1 No Aggregate ❑Yes ❑No When this agreement Is signed by customer and Canon Business Solutions-Wost.Inc.It shall constitute a binding agreement.Customer acknowledges receipt of a copy of this agreement. The additional terms and conditions on the reverse side are Incorporated and made part of this agreement This agreement supersedes all pdorwrltton er oral agreements or representations and shall Constitute the entire agreement bemoan Customer aid Canon 8uslness Solutions-West,Inc CUSTOMER'S AIJ HORIZED SIGNATURE: y rCANON BUSIrve55 so4U1'IoNs•WL's7,W6au7HoniiED SIdNA7UHa. 9alos Mgr cote NAME NAME,&I.''' Sery Co Mgr Date PRINT PRINT - NAME NAME Date TITLE i�c� I�I�YI✓AC,E (TITLE _„ - Credit Date DA TE____E _ DATE ADDITIONAL,TERMS AND CONDITIONS — Agreement#393593CustomerInitial The lams You and Your mean the Customer;We,Us,and Our refer to Canon Business Solutions-West,Inc. _ 1. PURCHASEIPAYMENT:The purchase prices and the maintenance charges and foes,if any,listed on the reverse aide,are due and payable upon your receipt of our invoice.We may withhold shipment of the equipment until you make full payment of the purchase price and(if applicable)prepayable maintenance charges and fees,or we may revoke any credit extended to you for failure to pay any amounts when due or for any other reason affecting your credit worthiness,All non-Canon brand products are sold without rctum/exchange phivileges If a trade-in is noted,you represent that we will receive good and marketable title to each item and certify that all uade-m Equipment is free and clear of any liens mid leasehold interest.If buyoudupgrade is included, you represent the amount Shown Is the total amount due for this Equipment and you agree to pay any amounts and/or claims in excess of the stated buyout/ upgrade amount. 2. EQUIPMEN P LEASE:If you have elected to lease the Equipment,you shall(a)be deemed to have assigned your rights to the selected Leaning Company and(b)enter into a]case agicement with the Leasing Company.Such assignment is conditioned upon the Leasing Company's full payment of the purchase price Of the L-.quipmem,and shall not relieve you of any obligations hereunder,including your obligation(Unless otherwise agreed with ilia Leasing Company)to ply directly to us all maintenance Fees and charges.If the leasing company rails to pay us the purchase price of the equipment,you agree to pay the purchase price upon demand 3. WARRANTY:Por ninety(90)days of the expiralion of the relevant Equipment warranty,whichever comes first,after The date of original installation of new - Carian brand Equipment(thirty(30)days in the case of icturbhshed Canon bland Equipment)we warrant that under normal use and maintenance conditions the Equipment will be free from defects in material and workmanship.Warranty claims must be made within the warranty period.Our obligations under this wuriamy are subject to paragraph 6 below and am limited to repair or replacement(at our option)of the part.or equipment proven to be defective upon our inspection Other than as set forth in paragraph 3,WE EXPRESSLY DISCLAIM AND EXCLUDE ANY AND ALL WARRANTIES,EXPRESS OR IMPLIED,INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,RELATINC TO THE USE OR PERFORMANCE OF THE EQUIPMENT.IN ADDITION,WE MAKE NO WARRANTY,EXPRESS OR IMPLIED,INCLUDING IMPLIED WARRANTIES OF MFRCIIANTABILITY AND FITNESS FORA PARTICULAR PURPOSE,WITH RESPECT TO SOFTWARE, NETWORKING,OR WITH RFSPECT190 NON-CANON BRAND EQUIPMENT OR PARTS.WE ASSIGN TO CUSTOMER WITHOUT RP.COURSE ANY WARRANTIES MADE BY THE MANUFACTURER OF SUCH SOFTWARE ORNON-CANON BRAND EQUIPMENT OR PART. - - 4• M.?INTENANCE:If you puiCbasod maintenance service.(it)We will provide all routine preventive maintenance and emergency service necessary to keep Ili Equipment in good working order Main[ehanec and Neivice will be perfurr.cd during our regular business hours(S 30 A.M to 5:00 RM.Monday through Friday excluding holidays) Scrvrce after these hours is an additional charge and must be arranged in advance.(b)Maintenance services will be provided from The date of installation of[he E,quipmeal through the end of the Initial Term as specified on the reverse side provided you have paid for the Equipment and any service contract billings.Canon Business SOlatiafi$-West,Inc will give you nOUCC of a rate change 45 days before the end of the rem.-flit entire term of Lhc contract is noel-cancetable.(c)YOU will give our scivice technicians free icccss to The Equipment in order To servicc the Equipmcm.We may terminate our maintenance obligations an Equipment lelocated to an area outside our authorized service area.(d)If we determine any Equipment covered under our continuous maintenance coverage cannot be maintained in goad wonting order duough Our preventative maintenance services,we will at our option either(1)substitute comparable equipment for your equipment or(it)cancel the balance of the maintenance agreement for the equipment and refund to you the une=cd portion of my maintenance chages or fees prepaid.(e) Parts or Equipment replaced or removed by us in connection with warranty or maintenance services shall become our property (f)It the maintenance services selected on the mvclsc side include loner or cam'idges,we will provide to you at no additional charge The numbei of toner or cartridges required to meet your actual usage tequirements based Upon Callon USA's Specifications for copy volume in Conventional office copy usage or the number indicated oil the front Of this dgieemcnt.Canon Business Solutons-West,Inc.Shall Sell t0 customer at the Canon Business Solutions-Wes4 Inc,then applicable prices any additional toner cartridges Customer may require during the maintenance term hereof By electing toner inclusive service,Customer represents to Canon Business Solutions-West,Inc.that the Equipment listed oil rho reveise`.ode hereof(and in Other Canon Business Solutions-West,Inc,tuner inclusive maintenance aglcerraents,of any)reflects Cusmmer's entire population Of Fquipnlent eligible for such service,whether or not such F.quiprncw was purchased of leased though Canon Business Salutions-West,Inc.Customer agrees that Canon RhSInCSS 50111ions-WeST,Inc.may icrmmare this agiecmem if Customer hreaclus such representation at any Little during the contract term (g)'I'he inalntendOCC services shall be provided from the"Start dale"defined below dhough the end of the initial mainnenance term specified on the reverse side hereof.With respect to newly installed Equipment for which Copy dependent or tonei inclusive servicc is CICCL0,19 the"start date"is The date of instillation With respect to all other newly installed Equipment,the"start date"ha defined as 90 days after the date of mst.illatioh or the expiration dale of the relevant Equipment warranty,whichever come first.(h)You agree to provide meter readings based upon the billing cycle selected.if we do not receive meter readings,you agree to-pay invoices based upon estimated readings.Our service records will be the official records for service usuge (i)We are tinder no Obligation to offer service on any non-Canon brand equipment. S- NON-COVERED SERVICE:The maintenance services provided in paragraph 3-move shall not cover and CusLornel shall pay us the then-current labor, parts and/or supply charges for(a)mplaccment Of any consumable supply item.(except as provided in subparagraph 4g)(b)repairs resulting from or service visit's required as a result of operator errors(C)repairs.Cressnated by fat,lors other than normal Use including,without limitation(i)any willful act, negligence,abuse or misuse of the Equipment,(ii)the eye of piny or supplies not supplied by us which cause abnormally frequent service calls or servicc problems,(Iii)servicc performed by pmsonnel oilier than ool Service technicians,(rv)'rran5pormtion of Lhe Equipment,(v)accident and(vl)electrical power malfunction,chentical Wnlapinalion,or extienre hwting,cooling or humidity ambient condiliais,or(d)re-installation of the Equipment,(e)service calls caused by changes to the client s network ui CompuLci CrivITU ir.ent. CUSTOMER LXPRESSLY ACKNOWLEDGES THAT THI?FURNISHING OF WARRANTY AND MAINTENANCE SERVICES DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF THE EQUIPMENT. 6, LIMITATION OF LIABILITY:WE ARE NOT LIABLF TO CUSTOMER ORANY OTHER PERSON,FOR ANY LOSS,DAMAGE,OR EXPENSE OF ANY I{IND,OR FOR DIRECTOR CONSEQUENTIAL DAMAGES RELATING TO,ARISING FROM OR CAUSED DIRECTLY OR INDIRECTLY BY THE EQUIPMENT OR ANY SUPPLIF,S OR ACCESSORY OR THE USE THEREOF,OR ANY DEFICIENCY,DEFECT OR INADEQUACY THEREOF,OR ANY DELAY IN DELIVERY OR INSTALLATION TIIEREOF,IT BEING AGREED THAT OUR COMPLETE LIABILITY SHALT.BE LIMITED TO THE ADJUSTMENT,REPAIR OR REPLACEMENT OF ANY EQUIPMENT AS NOTED IN PARAGRAPHS 3 AND 4 ABOVE. 7. CHOICE OF LAW AND FORUM:THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA.THE PARTIES HERETO IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDINGS.' - S- FACSIMILE ACCEPTANCE:Yon agree that we may accept a facsimile copy of Lhc Agreement as an original_and the facsimile topics of Customer's- - signature will be treated as an olignnal and will be adirimible as evidence of this Agrcemem. 9. ENTIRE AGREEMENT:-1 his is the entire agretinent with IeSpccL to the furnishing of the 5quipment and any maintenance of other services to be provided by its:superceding all previous proposals,oral or written.NO representation or statement not contained on the origmad of this AgrecmtpLshall,bc binding upon us as a warranty or otherwise,not shall this Agreement be modified or amended unless agreed to in writing by an officer Of Canon Business Solutions and by Ills Customer.Customer expressly disclaims having relied upon any iepresentation or statement cooccming the capability,condition,opeiations, perfoirri or spcchfilations of ilia F,quipnient except To the extent set faith an the original of this Agiccmenl. ea-na-n Sales Agreement k341519-z CANON BUSINESS SOLUTIONS Pa Bill TO //� ` Cust e\r# Ship To: y, Cust er# Company `.i F= - 2' . Y Il - Company U ��(qn o t� - Attm Phone: Alin. Phone: Addre Adores City (t1 1n S State Zip City fN n State z�p Zip _ Email Address Email Address Order PO Required PO# Terms Ship Sales Rep. No. Date YIN Via Name Model Qty Unit Price Amount 'En Mote ' l e (�- n Sub-Total S Yes El No Term: m Payent:ding tax) Tax�...,�/.'-----'— (Ex c Judi Delivery/SpeclalInstructions: Deliveryllnstall _____ Service Service Included in Lease Payment [I Yes El No Total$ Within three years of original installation of any newly installed Canon Equipment specified above,Canon Business Solutions-west, Inc.will,at the Customer's request,replace such Equipment with a like unit if the Customer meets the following three conditions:(t)the Equipment is continuously subject to Canon Business Solutions-West,Inc-annual maintenance from the date of installation,(2)the Customer fulfills all of the terms of annual maintenance applicable to the Customer and(3)before requesting a replacement unit,the Customer gives Canon Business Solutions-West,Inc.the opportunity to cure any service problems which Customer may have with the Equipment. Drum Toner Toner Base Copies Billing Overage Copy Promo Start Meter Cartridge p g Charge Code Model Serial li Coloi B&w YIN YIN I ally Included Cycic Color o&w f Start Date: Expiration Date: Network Print Controller(RIP)covered in agreements ❑Yes ❑No Cost Per Copy ❑Yes ❑No Aggregate ❑Yes ❑NO When this agreement Is signed by customer and Canon Business Solutlons-west,Inc.,It shall constitute a binding agreement Customer acknowledges rocelpc of a copy of this agreement. The additional Terms and conditions on the reverse side sie Incorpoiated and made part of ihls agreerent Thls agreement supersedes all prior wlcen of oral agreements or rcproscntatlons and shall constitute the entire agreement between Customer and Canon Business Solutions-West,Inc CUSTOMER'S UT HORIZENATURE: _QS -cnrIoN.BusllvEsssouiTiaNS-wgsr,INc�urHopizeostc+rvni•upe• Sales Mgr cote NAME �" ��� NAME X Service Mgr Dale PRINT PRINT'" NAME ,NAME _ ' O.P. Dale TITLE �..�^�ly6d'�- ITITLE, _'i ._. ._.. ._I......wl_....,..f.._.. Credlt Date DATE ',DATE. ADDITIONAL TERMS AND CONDITIONS - Agreement#393592 customer Iowa, The terms You and Your mean[hc Customer;We,Us,and Our refer to Canon Business Solntions-West.Inc - 1. PURCHASffPAYMENT;The purchase prices and the nmintenamcc%barges and fees,d'any,listed on the reverse side,are demand payable upon your receipt of our invoice.We may withhold shipment of the equipment until you make full payment of the purchase price and(if applicable)prepayable maintenance charges and fees,or we may revoke any credit extended to you for failure to pay any amounts when due or for any other reason affecting your credit worthiness.All non-Canon brand products arc sold without rewrnlexchange privileges.If a[radc-in is noted,you represent that we will ruceive good and marketable title to each item and certify that all trade-in Equipment is see and clear of any liens and leasehold interest.H buyoudupgrade is included, you reprcecnr the amount shown is the total amount due for this Equipment and you agree to pay any amounts and/or claims in excess of the stared buyout/ upgrade amount. 2. EQUIPMENT LEASE'If you have elected to lease the Equipment,you shall(a)be deemed to have assigned your right%to the-selected Leasing-Company and(b)enter into a lease agreement with the Leasing Company Such assignment is conditioned upon the Leasing Company's fall payment of the purchase price of the Equipment,and shall not relieve you of any obligations hetcunder,including your obligation(unless otherwise agreed with the Leasing (_'ompany)to pay directly to us all maintenance fees and charges.if the leasing company fails to pay us the purchase price of the equipment,you agree to pay the purchase price upon demand. 3- WARRANTY--For ninety(90)days or the expiration of the relevant Equipment Warlailly,Whichever comes first,after the dale of anginal installation of new Canon hi and Equipment(thirty(30)days in the case of refurbished Cation brand Equipment)we warrant that under normal use and maimenalce conditions the Equipment will be free from defects in material and workmanship.Warranty clams most be made within the warranty,period.Our obligations under this warranty are subject to paragraph G below and arc limited to repair or replacement(at our option)of the pails of equipment proven to be defective upon our inspection O[het than is set forth in paragraph 3,WE EXPRESSLY DISCLAIM AND EXCLUDE ANY AND AL),WARRANTIES,EXPRESS OR IMPLIF,II,INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,-RELATING TO THI:USR OR PERFORMANCE OF TILE EQUIPMENT,IN ADDITION,WE MAKE NO WARRANTY,EXPRESS OR IMPLIED,INCLUDING IMPLIED WARRANTIES OF MF,RCHANTAEiLITY AND FITNESS FOR A PARTICULAR PURPOSE,WITH RRSPRCT TO SOFTWARE, NETWORKING,OR WITH RRSPECT TO NON-CANON BRAND EQUIPMENT OR PARTS-WE ASSICN TO CUSTOMER WITHOUT RECOURSE ANY WARRANTIES MADE BY TIIE MANUFACTURER OF SUCH SOFTWARE OR NON-CANON BRAND F,QUIPMENT OR PART. 4. MAINTENANCE:If you purchased maintenance service:(a)We will provide all routine pieventive maintenance and emcrgoncy service necessary to beep the Equipment in good wort;ing order Maintenance and service will be performed during our iegulir bu%mcss hours(h:30 A.M.to 5:00 PM.Monday tlnough Filday excludine holidays).Service after these hum is inn additional charge and niusl be arranged in advance-(b)Maintenance sehvnces will be provided from the date of mstallauam of the Equipment thorough the end of the Initial Term as specified on the reverse side provided you have paid for the Equipment and any service i oauact billings.Canon Business Solutions-West,Inc.will give you notice of a rate change 45 days before the end of the term.The entire term of the contract is note-cir lahle,(c)You will give our service technicians free access to the Equipment in order to service the Equipment.We may terminate oar tnahhtenanec obligations on RginpmenL relocated to an area Outside out authorized service area.(d)If we determine any Equipment coveted under our continuous maintenance coverage cannot be maintained in good working order thrauoh our preventative in.unlenanCe services,we will at our option either(Q substitute compatible equipment for your equipment or(it)cancel the balance of the maintenance agreement for the equipment and refund to you the unearned portion of any maintenance charges or fees prepaid.(c) Pals or Equipment tepliced or removed by us in connection with warranty a maintenance services shall become our property.(f)If the maintenance services selected on the reverse aide include toner or Cartridges,we Will provide to you at no additional charge the number Of toner Or Carridge5 respired t0 meet your actual usage requirements based upon Callon USA's specifications for copy volume in conventional office copy usage or the number indicated on the front of taus agreement.Cation Business Solmiono-Wom,Inc.shall sell to customer at the Canon Business Solutions-Wear,Inc.men applicable prices any additional tenet cartridges Customer may require during the maintenance term hereof.By electing toner inclusive service,Customer represents[0 Callon Business Sobunons-West,Inc-that me Equipmenl listed on the reverse side hcrool(and in other Canon Business Soluuons�West,Inc.toner Inclusive maintenance agreements,if any)reflects Customer's entire population of Equipment eligible for such service,whether or not such Equipment was purchased or leased through Canon Business Solutions-Wc5t,Inc.Customer agrees that Canon Business Solutl0us-West,Inc may terminate this agreement if Customer breaches such tepresentaton at any time during the contract terns.(g)The - malnten;incc%crviccs shall be provided from the"Aairt date"defined below[hough the end of the initial maintenance Lunn specified on the reverse side herenl' With respect to newly installed Equipment for which Copy dependent or toner inclusive service is elected,the"stun date"is the date of installation. With respect to all odim newly Installed Equipment,the"start date"is defined as 90 days after Tile date of installation or the expiration dale of Tile ielevallr - Equipment Wffi lInly,whichever come fire.(11)You a,me in provide meter readings based upon the billing cycle selected.If we do not receive meter -" "-readings.you agree to pay invoices batted upon estimated readings onr service records will he the official records for service usage (i)We are under no Obligation to offer service on any non-L'anen brand equipment 5, NON-COVERED SERVICE:Tile mamlenatiec sclvices provided in paragraph 3 above shall not cOVel and CmSmITI i shall pay us the men-current.labor, parts and/or supply chages lot (a)replacement 01'any consumable supply item(except is provided in subparagraph 4g)(b)repairs resin -ig from ot_se_t vice visits icquircd as a result of operator enors(c)repairs necessi[n[ed by factors other than normal use including,without limitation(1)any willful act, negligence,abuse or misuse of the Equipment,(ii)the use of ping or supplies not supplied by us winch cause abuo,of illy f,equcnt service calla or service problems,(Ili)service performed by peisonncl Omer than our service technicians,(iv)liamspoilenion of the Equipment,(v)accident and(vi)electrical power olnlfunerion,chemical contamination,or extreme heating,c00h0g 01 humidity ambient conditions,or(d)re-installation Of the Equipment,(c)service calls caused by chariges to the client's network or computer environment. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT TIIE FURNISHING OF WARRANTY AND MAINTENANCE SERVICES DOES NOT ASSURE UNINTLRRUPTEI)OPERATION AND USE OF THE EQUIPMENT. h- LIM ITAfION OF LIABILITY!WE ARE NOT LIABLE TO CUSTOMER OR ANY OTHER PERSON,FOR ANY LOSS,DAMAGE,OR EXPENSE OFANY KIND,OR FOR DiREcr OR CONSEQUENTIAL DAMAGES RELATING TO,ARISING FROM OR CAUSED DIRECTLY OR INDIRF.C'I I'V BY THE EQUIPMENT OR ANY SUPPLIES OR ACCESSORY OR THE USE TIIEREOF,OR ANY DEFICTUN'CY,DEFECT OR INADEQUACY THEREOF,OR ANY DELAY IN DELI V RRY OR INSTALLATION THEREOF,IT BEING AGRVEgf)THAT OUR COMPLETE LIABILITY SHALL BE i.IMITN.II'1'O'1'Hli ADJUSTMENT,REPAIR OR AEPLACEMF,N'r OPANY EQUIPIVIENTAS NOTED IN PARAGRAPHS 3 AND 4 ABOVE. 7, CHOICE OF LAW AND FORUM:THIS AGRFEMEN'I'IS GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA.THE, PARTIES HERETO IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL INANY LEGAL PROCEEDINGS- - - ..-_-- S• FACSIMILE ACCEPTANCE:You agree that we may accept a facsimile copy of the Agrccm nit as an original,and me facsimile copies of Customer's _ signature will be treated a%an original and will be admissible as evidence of this Agreement. - 9. ENTIRE AGRL"EMENT: Phis is the entire ngreeinen[with iespcct to the furnishing of the Equipment and any maintenance of other services to be provided by us supercedmg all pievious pioposals,and or written.No representation or statement not contained on the original of this Agreomentshall be binding upon us as a wauiamy or otherwise,nor shall this Agreement be modified or amended unless agreed to in writing by as officer of Canon Business Solutions and by the Customer CUsomcr expressly disclaims having relied upon any representation or statement concerning the capability,condition,operations, peiounancc or Fpccilications of the Equipment except to the extent set foah on the original of this Agreement. CanonSales Agreement # ?a� 1 3r� ao CANON BUSINESS SOLUTIONS P,�Zrt,-, L4 of 4 Bill To: ( ustomer S Ship To, �6 \ ousto�}Br B _ Company - tini�Dnf�t 5 Company l �1 Of Attn: Phone:w Attn: Phone: Addr _ AddressIf City e Zip City ­ ( � Zip V Email Add ress^ Email Address Order PO Required errrls Ship Sales Rep. No. Date Y/N Via Name M Model Oty Unit Price Amount RID ♦'1 L i n i 1 (o Sub-Total S Yes ❑No Term: Payment:_ Tax (Excluding lax) Delivery/Special Instructions: Delivery/Install Service Service Included in Lease Payment ❑Yes []No Total Within three years of original installation of any newly installed Canon Equipment specified above,Canon Business Solutions-West, Inc,will,at the Customer's request,replace such Equipment with a like unit If the Customer meets the following three conditions:(1)the Equipment Is continuously subject to Canon Business Solutions-West, Inc.annual maintenance from the date of installation,(2)the Customer fulfills all of the terms of annual maintenance applicable to the Customer and(3)before requesting a replacement unit,the Customer gives Canon Business Solutions-West,Inc,the opportunity to Cure any service problems which Customer may have with the Equipment. Drum Toner Toner Base Copies Blllln Overage Copy Promo' Start Meter Cenntl_a p g Charge - Model Senal/t YIN YIN Charge Included Cycle g Code Color Bow I Oty. Color B&W p On Start Date: Expiration Date: Network Print Controller(RIP)covered in agreement? ❑Yes ❑No Cost Per Copy ❑Yes ❑No Aggregate ❑Yes ❑No When this agreemnt-is signed by customer and Canon Business Solutions-west,Inc.,it shall constitute a binding agreement.Customer acknowledges receipt of a copy of this agreemon. The additional terms and conditions on the reverse side are incorporated and made pan of this agreemant.Thls agreement supersedes all priorwrittron eraral agreement-or representallohs and shall constitute the entire agreement between Customer and Canon Buslness Solutions-West,Inc. CUSTOMER' iORIZED N E' t C rCANON BUSINESS,SOLUTION&WEST INc AUTHORIZED SIQNATUR[_ Sales Mgr Date .I NAMEXz� _ -NAMEX - �' •-' Service Mgr pate PRINT PRINT NAME C—�i NAME' _ O P. Date TITLE 'TITLE,_• " Credit Date DATE "DATE i ADDITIONALTSRMS AND CONDITIONS — Agreement#393591 Customer Initial The terms Yon and Your moan the Customer;We,Us,arid Our refer to Canon Business Solutions-West,Inc. _ 1. PURCHASEIPAYMENT.The purchase prices and the maintenance charges and fees,if any,listed on the reverse side,are due and payable upon your receipt of our invoice.We may withhold shipment of the equipment until you make full payment of the purchase price and(if applicable)prepayable maintenance charges and fees,m we may[evoke any credit extended to you for failure to pay any amounts when duo or for any other reasuu affecting your credit worthiness.All non-Cation brand ptoduch;are sold without mtur i/exchange privileges.If a uade-in is rioted,you represent that we will reccrve good and maiketable title to each item and certify that all trade-in Equipment is free and clear of any tens and leasehold interest.if buyoudupgiadc is included, you represent the amount shown is the total amount due for this Equipment and you agree to pay any amounts and/or claims in excess of the stated buyout/ upgrade amount. 2-- EQUIPMENT LEASE'if you have elected To lease the Equipment,you shall(a)be deemed to have assigned your rights to the selected Leasing Company and(b)enter into a lease agreement with the Leasing Company Such issigurnant is conditioned upon the Leasing Company's full payment of the purchase Trice of the Lquipmcnt,and shall not relieve you of any obligations hereunder,including your oblipatiun(uticsn otherwise agreed with the Leaning Company)to pay directly to its all maintenance fees and charges-If the Icasmy company f.uls to pay us the purchase price of the equipment,you agree to pay the purchase price upon demand. 3. WARRANTY:Por ninety(90)days or die expiration of the relevant Equipment warranty,whichever comes first,after the date of original intallabon of new Canon brand Equipment(thirty(30)days in the case of refurbished Canon brand Equipment)we warrant that under normal use and maintenance conditions the Equipment will be free from defects in material and wohkmanship.Warranty claims must be made within the warranty period.Our obligations under this Warranty are subject to pamprapli 6 below and arc limited to repair or replacement(at our option)of die parts or equipment proven to be defective upon our inspection.Other than as set forth in paragraph 3,WE EXPRESSLY DISCLAIM AND FXCLUDF.ANY AND ALL WARRANTIES,EXPRESS OR _. IMPLIED,INCLUDING IMPLIED WARRANTIES OF MERCIIANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,RELATING TO THE USE OR PERFORMANCE OF THE EQUIPMENT.IN ADDITION,WR MAKE NO WARRANTY,EXPRESS OR IMPLIED,INCLUDING IMPLIED WARRANTIES OF MERCHA,NTABILITYAND FITNESS FORA PARTICULAR PURPOSE,WITH JWSPECT TO SOFTWARE, NETWORKING,OR WITH RESPECT TO NON-CANON BRAND HQUH'MF,NT OR PARTS.WE ASSIGN TO CUSTOMER WITHOUT RECOURSE ANY WARRANTIES MADE BY THE MANUFACTURER OF SUCIT SOFTWARE OR NON-CANON BRAND EQUIPMENT OR PART. 4, MAINTINANCE:If you purchased maintenance service:(a)We will provide all routine preventive maintenance and emergency service necessury to keep the Equipment in good working order Maintenance and service will be performed during out regular business hums(9:30 A.M.to 5:00 P.M.Monday through Friday excluding holidays).Service after these hours is an additional charge and must be arranged in advance.(b)Maintenance services will be provided from the date of installation of the Equipment through the end of the Initial Term as specified on the reverse side provided you have paid fat the Equipnent and any service contract billings.Canon Business Solutions-West,Inc,will give you notice of a rate change 45 days before the end of the term.The entire term of the contract is lion-cancelable(c)You will give our service technicians free access to the Equipment in order to sctvice the Equipmcni We may terminate our maintenance obligations on Equipment ielncated to an area outside our authorized setice area (d)If we determine any Equipment covered under our continuous maintenance covernge cannot be maintained in goad working order through our preventative maintenance Services,we will at Our option either(i)substitute comp,uablc cquiPIUM for your cquipmenl or(ii)cancel the balance of the nmintcnance nprucment for the equipment and refund to you the unearned portion of any maintenance charges or fees prepaid.(c) Parrs or Lquipmcnt replaced or removed by us in connection with warranty Or mamlenancc services shall become our property.(U If the in,datenance services selected on the ievcrsc side include taller or c.tr iidgcs,we will provide to you at no additional charge The number of toner or cartridges required to meet your actual usdgc requirements based upon Canon USA's spcmfusitions for copy volunhe in conventional office copy usage or the number indicated on the front of this agreement Canon Business Sulutions-West,Inc.shall sell to customer at the Canon Business Solutions-West,Inc.then applicable prices any additional toner ctugridgtb Customer may require during the maintenance term hehcof.By electing toner inclusive service,Customer represents to Canon Business 5oluLienS-WeS4 Inc.that the Equipment IMCEI on the reverse side hereof(and in other Canon Business Solutions-West,Inc.toner inclusive maintenance agreements,if any)reflects Customer's entire population of Equipmcnl eligible for such service,whcdheh or not such Bquipmear was purchased or leased through Canon Business Solutions-West,Inc Customer agrees that Canon Business•Solutmns-West,Inc may terminate this agreement if Customer breathes such representation at any unit during the contract term.(g)The mamLetlallec Services shall be provided from the"start date"defined below through the end of the initiui maintenance term specified on the icverno side hereof.With respect to newly installed Equipment for which Copy dependent or loner inclusive Rcrvice is ejected,the"start date"is the date of installation. With respect to all oLhet newly installed Lquipmcnt,the"start date'is defined as 90 days after the duke of installation or the expiration date of the relevant Equipment warranty,whichever count first (It)You agree to provide meter readings based upon the billing cycle Relented II we du not receive inter readings,you agree to pay invoices based upon csuni cd readings Our servicc records will be the official hecords for service usage.(i)We ate under no obligation to Offer service on any nun-Canon brand equipment 5• NON-COVERED SERVICE:The maintenance services provided in paragraph 3 above shall not cover and Customer shall pay us dhc than-current labor, pans and/or supply charges for(a)replacement of any consumable supply item(except as provided in Rubparaghaph 4g)(b)repairs resulting from or service visits required as a result of oprralor errors(e)repeuS nccesaitaled by faCIOIs other than normal use including,without lllliitaLiorl(1)any willful act, negligence,abuse or masnse of the Equipment,(hi)the use of parts or supplies not supplied by Its which cause abnormally frequent service calls or service ptoblcma,(au)service performed by personnel other than our service tcchmcianS,(v)transportation of the Lquipttlont,(v)accident and(vi)clucliical power malfunction,chemical contamination,or extreme heating,cooling or humidity ambient conditions,of(d)re-installation of the Equipment.(e)Selvme cats caused by changes to The cllenT's network or enmpum environment. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT THE.FURNISHING OF WARRANTY AND MAINTENANCE SERVICES DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OP THE EQUIPMENTI'. 6• l•IMITATION OF LIABILITY:WE ARE NOT LIABLE TO CUSTOMER OR ANY OTHER PERSON,FOR ANY LOSS,DAMAGE,OR EXPENSE OF ANY KIND,OR FOR DIRECT OR CONSF.QUENTIAI•DAMAGES RELATING TO,ARISING FROM OR CAUSED DIRECTLY OR INDIRECTLY BY THE EQUIPMENT OR ANY SUPPLIES OR ACCESSORY OR THP,USE THEREOF,OR ANY DEFICIENCY,DEFECT OR INADEQUACY THEREOF,OR ANY DELAY IN DELIVERY OR INSTALLATION THEREOF,IT BEING AGREED THAT OUR COMPLETE LIABILITY SHALL BE LIMITED TO TIIE ADJUSTMENT,REPAIR OR REPLACEMENT OF ANY EQUIPMENT AS NOTED IN PARAGRAPHS3 AND 4ABOVE- 7. CHOICE OF LAW AND FORUM:THIS AGREEMENT IS GOVERNED BY THE LAWS OF T'HE STATE OF CALIFORNIA.TDE PARTIES HERETO IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDINGS. S- FACSIMILE ACCEPTANCE:You agree that we may accept a facsimile copy of the Agreement as an original,and the facsimile copies of Customer's signature will be treated as an Otigmal and will be admissible as evidence of this Agreement. 9- ENTIRE AGREEMENT:This is the entire agreement with respect to the furnishing of the Bqutpmcnt and any maintenance or other services to he provided by US Supercci ing all previous proposals,oral or written.No repiescntadun or statement not conLdnlcd on the original of This Agreement shall be binding upon us as a warranty or otherwise,nor shall this Agreement be modified or amended unless agreed to in writing by all officer of Canon Business Solutions and by the Customer.Customer expressly disclaims having relied upon any representation or statement concerning The capability,condition,opuiations, ped Qrmanec Or Tucificwions of the Equipment except to The extent set forth on the original of this Agreement. MARSH CERTIFICATE OF INSURANCE YC-0ICATE0NUMBER 389-0 NYC-DDD93D369-06 PRODUCER FM IFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS MARSH USA INC. S UPON THE CERTIFICATE HOLLER OTHER THAN THOSE PROVIDED IN THE JAPAN CLIENT SERVICES ;�7 w�4 C 4"-yrHIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE 1166 AVENUE OF THE AMERICAS,37TH FL,30F•.' r P D,aY THE POLICIES DESCRIBED HEREIN. NEWYORK,NY 70036-2774pCOMPANIES AFFORDING COVERAGE 105039-t— p Y SOMPO JAPAN INSURANCE COMPANY OF AMERICA INSURED J . (I I YCANON BUSINESS SOLUTIONS-WEST, INC. �f j ( CL E I r, B N/A 110 WEST WALNUT STREET GARDENA,CA 90248 A COMPANY � L 5� D COMPANY D COVERAGES This Certificate supersedes and replaces any previously issued certificate for the policy period noted below. 2 THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS CONDITIONS AND EXCLUSIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POUCY EXPIRATION LIMITS _ LTR _ _ DATE(MMIDDM•) DATE LMM(D_D_N_YI _ A OENERALUABILITY FSG 1000410 11101/05 11/01/06 GENERALAGGRECATE 5 2,000,000 X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMPIOP AGC $ 1,000,DOD CLAIMS MADE OCCUR PERSONAL&ADV INJURY S L00a.000 OWNER S&CONTRACTOR S PROT EACH OCCURRENCE $ 1,000,000 _ PIRE DAMAGE(An ono Prn) $ 500,000 MED EXP fAry one arson) S 5,000 A AUTOMOBILE LIABILITY ASN 10006ZO 11/01/05 11/01/06 COMBINED SINGLE LIMIT S 1,000,000 X ANY AUTO A ALL OWNED AUTOS TX-ASN 57011 FO 11/01/04 11/01/05 BODILY INJURY $ SCHIEDULEO AUTOS (Per person) HIRED AUTOS BODILY INJURY NON•OWNED AUTO$ (Per a...dont) $ X—COmp and CDII Deductibles: PROPERTY DAMAGE $ 1.000 GARAGE LIABILITY AurD ONLv-EA ACCIDENT 5 ANY AUTO OTHER THAN AUTO ONLY. EACH ACCIDENT S AGGREGATE $ A EXCESS UABIIUTY FSU 10004XO 11/01/05 11/01/06 EACH OCCURRENCE 8 5,000.000 X UMBRELLA FORM AGGREGATE _ $ 5,000,000 OTHER THAN UMBRELLA FORM S WORKERS COMPENSATION AND WC - O - A _ _WSD 10008WD _ 11Po1/O5 17101/06 EM1IPLOYERS'UF2iLITY -__ X_ -T.DBYIIMIT$ I ..—E4___ A WSN 10054WO 11/01/05 11/01106 EL EACH ACCIDENT $ 1.000,000 THE PROPRIETOR/PARTNFRSIEXECUTIVE INCL EL DISEASE-POLICY LIMIT $ 1,000.000 OFFICERS ARE: E%cL EL DISEAS6EACH EMPLOYEE $ 1,000,000 OTHER DESCRIPTION OF OPERATIONSIMCATIONSNEHICLESI5PEC AL ITEMS THE CERTIFICATE HOLDER IS INCLUDED AS ADDITIONAL INSURED AS THEIR BUSINESS INTERESTS MAY APPEAR WITH THE NAMED INSURED. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE TI IEREOF TI'IE INSURER AFFORDING COVERAGL WILL ENDEAVOR TO MAIL —Q DAYS WR17CN NOTICE TO THE CITY CLERK,CITY OF PALM SPRINGS CERTIFICA I HOLDER NAM@ HEREIN BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR PURCHASING DEPARTMENT P.O.BOX 2743 LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERACE I/S AGENTS OR REPHESENTATIVU OR THE PALM SPRINGS,CA 92203-2743 ISSUER or refs CERTIFCArE MARSI I USA INC. �1 BY. Daniel McHale `U4ZA,ABC MM1(3102) VAUD AS OF: 10/20/05 1' (MARSH CERTIFICATE O SURANCE YC-0I00930436-0 NYC-000930436-OS PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS MARSH USA INC. :V v J [.� NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE JAPAN CLIENT SERVICES J POLICY.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE l l66 AVENUE OF THE AMERICAS,371'q FCOOT&Y F A L PT Sir',(I rAFI BY THE POLICIES DESCRIBED HEREIN, NEW YORK,NY 10036-2774 �[[ ✓✓�� [[±± COMPANIES AFFORDING COVERAGE 70L'.]V11 L�7 M4 2�yMPANY 105039-t— A SOMPO JAPAN INSURANCE COMPANY OF AMERICA INSURED U r'I - •I�I —' I COMPANY CANON BUSINESS SOLUTIONS-WEST INC. CII Y CLEI'', B N/A 110 WEST WALNUT STREET GARDENA, CA 90248 COMPANY C I ( COMPANY D COVERAGES This Certificate supersedes and replaces any previously issued certificate for the policy period noted below. 5 THIS 15 TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS CONDITIONS AND EXCLUSION$ OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO POLICY EFFECTIVE POLICY EXPIRATION LTR TYPE OF INSURANCE POLICY NUMBER DATE(MM/DD/YY) DATE(MM/DO/YY) LIMITS A GENERAL LIABILITY FSG 1000410 11/01/05 11/01/06 GENERAL AGGREGATE 6 2,000,000 X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OPAGG S 1,000,000 CLAIMS MADE ZOCCUR PERSONAL&ADV INJURY $ 1,000,000 ` OWNER S&CONTRACTORS PROT EACH OCCURRENCE _ $ 1,000,000 FIRE DAMAGE(Any one fire) $ 500,000 MEO EXP(AnY ena arson) $ 5,000 A AUTOMOBILE LIABILITY ASN I000620 11/01/05 11/01/06 COMBINED SINGLE LIMIT $ 1,000,000 X ANY AUTO A ALL OWNED AUTOS TX-ASN 57011FO 11/01/04 11101/05 BODILY INJURY SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY NON-OWNED AUTOS (Per acadenr) X Comp and Coll Deductibles: PROPERTY DAMAGE $ 1,000 GARAGE UABIUTY AUTO ONLY.GACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY EACHACCIDF_NT $ AGGREGATE $ A ExCESS LIABILITY FSU 10004XO 11/01/05 11/01/06 EACH OCCURRENCE $ 5,000,000 X UMBRELLA FORM AGGREGATE $ 5.000.000 OTHER THAN UMBRELLA FORM s A WORKERS COMPENSATION AND tA/`p`p 10008W0 11l07/05 11101106 X TDav LIMITS ER _ .EMPLOYERS'LU9ILITY_ _.A WSN 10054WO 11/01/05 11/01/06 EL EACH ACCIDENT $ 1;000,000 - THE PROPRIETOR( INCL EL DISEASE-POLICY LIMIT $ 1,1000,000 PARTNERSIEXECUTIVE OFFICERS ARE; EXCL EL DISEASE-EACH EMPLOYEE $ 1,o00,000 OTHER DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/SPECIAL ITEMS City Of Palm Springs is included as addtional insured as their business interests may appear with the named insured.THE ABOVE REFERENCED WORKERS COMPENSATION LIABILITY,AUTOMOBILE LIABILITY POLICIES ARE UNDERLYING LAYERS OF THE UMBRELLA POLICY, CERTIFICATE HOLDER CANCELLATION SHOULD MY OF THE POLIC193 DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF THE INSURER AFFORDING COVERAGE WILL ENDEAVOR 0 MAIL RO DAYS WRITTEN NOTICE TO THE City of Palm Springs CERTIFICATE HOLDER NAMED HEREIN,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR Attn:Palriog A.Sanders Office of the City Clerk LIABILITY OF ANY NINO UPON THE INSURER AFFORDING COVERAGE ITS AGENTS OR REPRESCN rATNE5 OR THE 3200 Tahquitz Canyon Way TILER OF THIS CERTIFICATE Palm Springs,CA 92262 MARSH USA INC. BY; Daniel McHale MM1(3/02) VALID AS OF: 10/18/05