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Cannon and KCPHD
Today's Date 04/05/2017 Fund/Department 116 -Public Health Kittitas County` Review Form Grants & Contract Agreement Agenda Date Contract/Grant Information Contract /Grant Agency: Cannon Solutions America Period Begin Date: 04/01/2017 Period End Date: 04/01/2018 Total Grant/Contract Amount: Total lease amount for 60 months is $11,361.00 Grant/Contract Number: Contract/Grant Summary: The agreement between Cannon Solutions and KCPHD is for sale/lease of the Cannon copy machine from 04/01/2017-04/01/2017. Recommendation for Board of Health and Board of Health Review on Department Head Signature: Administrator Date: FKttitas County Prosecutor, Auditor, and Board of Health Review and Comm PROVED AS TO FORM: Signature of Prosecutor's Office Date Signature of Auditor's Office Date Signature of Board of Health member Date Financial Information Total Amount $11,361.00 _ State Funds $ Percentage County Funds 100% Matching Funds $ Federal Funds $ CFDA# In -Kind $ Explain Is Equipment being purchased? No Who owns equipment? Cannon Solutions New Personnel being hired? No Contact HR hiring — reporting requirements Grant/Contract Review Page 1 Future impacts or liability to Kittitas County: Budget Information Budget Amendment Needed? New Division Created? Revenue Code 116.611.57501- $11,361.00 Yes ❑ attach budget form Pass Through Information Agency to Pass Through Amount to Pass Through $ Sub -Contract Approved Date: No ❑x Why not Copier lease payments included in annual budget Prosecutor Review Has the Prosecutor reviewed this agreement? FYesO No ❑ County Departments Impacted Auditor Facilities Maintenance Information Services Human Resource Prosecutor Treasurer Submitted Signature: Date: Department: Assignment of Tracking Information Auditor's Office Human Resource Prosecutor's Office Who Signed the grant application Reviewer I Date Grant/Contract Review Page 2 Canon CANON SOLUTIONS AMERICA Canon Solutions America, Inc. ("CSA") One Canon Park, Melville, NY 11747 (800)-613-2228 010000now Rodney Scott Gilmore UNIFIED LEASE AGREEMENT S0664936.06 Order Date: 4/3/2017 L*M• • Cuslomer Account: Organization • Company Legal Name: KITTITAS CNTY PUBLIC HEALTH DEPT Federal Tax Identification Number (TIN) D D (Doing Business As: ❑ Corporation ❑ Limited Liability Company ❑ Partnership ❑ Limited Liability Partnership ❑ Non -Profit Corporation ❑ State or Local Government ❑ Sae Proprietorship If selected, complete Date of Birth Billing Address: 507 N NANUM ST City ELLENSBURG Counly: KITTITAS Slate: WA 7111. 98926 Phone: 509.962.7515 Conlacl Candi Blackford 1 ax Chier Executive Office and address for notices: 6 -Mall: Candi.blackford@co.kltUtas.wa.us Address: Lease Information City Slate: Zip, Lease Term Payment * Amount Due at Signing 60Base Maintenance Total aK of Payments in TOTAL DUE AT SIGNING ` Months $175.00 + a0.00 = 3175.00 0 Advance: 0.00 S Payment Frequency (" Plus applicable taxes] Check must accompany agreement Monthly End of Lease Term Purchase Option " Tax Exempt ❑ Quarterly 0 Fair Market Value ❑ $1.00 ❑ Other (estimated) U Yes (Attach certiftcate) Equipment Description: Select 1 option: znc u ori ora ❑ nc u o , oxcept ar qu pmont Declined n er separate ❑ ❑ E ul mont excluded on Schodulo A a rooment "ExconImage Charge Billing Cycle Coverage Plan Ifaddlnm to an existing Aggregate, provide uarteli t�ti1fS Q y❑ ❑sadism to existing fleet, xp,pllrahte ggre9 either a contract a or serial # under Per Unit Fleetcontract atesumables eA Inclusive PO Required Charges [� Toner (excludesdear) ❑ Other ❑ Ys PO# © No See Schedule A Personal GLIaranty ho undofekgnarl (wlleiril'r ono er copra are }pec rltl,' uarantar(3) '), I n cenaide ret ort or -AIMT MM ARA I ,rV, iN . {' ., F -j Holt ling into a unf:CH }sago agreerneni !ivgetlwr wile any •rllpi uJps er supplamonla tharalo,'Aarnemanr') with the watwrier hdenttled above ("Cuatomor"), Inevocably and unconditionally, Jointly and severally, guarantee be Lessor las donned In the Agreemarri) and Its successors and amalgam, the payment when due of all amounts owed under the Agreement (whether at maturity or upon the occurrence of an event of default or otherWso) and the periartnance by Cuslomer of all temp of We Agreement and any alhor transaction botwoon Customer and Loa mor Sar CSA as anrgnod to Losaor) (callocavoly. "uabillboa* I. If C�jetpmpr mhoil (wI to pay or perform any Usti 11 boa when dua, Guarantors shall, upon demand, pay any amounts which may be due from Customer and take any acton required of Cuslamerunder the Agreement Thls h an absolute and continuing guaranty and Guarardore' Ilabillty under Itns Guaranty Ea Ornery and will Hat be affected by any satdnmani, extanaion_ ranawat or modification of the Agreement or any discharge or release of Cualamera nbngaltona, whether by agreement or dparallon o r iaw If any poyrnont applied by Lessor on the Llobltlboa is Morsafler sot amido, recovered or naqulrtd ho be rslumad for any reason Iincludinp mthout limroton Iha banktuplq. inaolvency or morganizatice of C„sform r or any other porven), the Uabllities to whld7 much payrhent was sppllad shell rot Ibis purpaaos of this Guaranty ted dadmud 10 have continued In aMgtonea, n0WI11itanerng such 41ppxeatan, and this Guaranty shat) be enforceable as to such Uablrtaes as Arlly ea If much application had never been made This Guaranty may be terminptad only upon sixty (50) days' prior written notice to CSA and Leaser, and such tormineeon shall be affective only as to Llabhliges arialnp under achodulag. aupplamarlta, or agreements onterad into after the effective data at torminoton and shall not affect Leosoeim riq.hta under [Na GUtffanty easing out of the Agreement or other agreements entered Into prior to such dale Guarantors waive all domagos, dome ads, pro mantmania and nollcas of ovary klyd and nature, any rights of mot -off, and any darensas available to a guaraptor (orhor than the dufansa of payrrenl and Wermomw in aril) under applicable law Guarantors furihor wolva any (1) notioa of em incurring of lndob}ndnoes sly Customer and the acceptance or this Guaranty, (II) right to requlra suit against Cuslomer or any other pony berets enforring this Guaranty and (111) night of subrogaton to Leeaoes rights against Customer uacl Ole Llabdiltaa are an sAad in fur My (a) renewelo and extenalone of tme of payment, @t tolaa se, eubaabrton or Cpmp)onlae o1 or ro adzell an upon the Equipment, other gu erring as or any call ateral aocuriy arta (c) eta!rciso at any other right under this or any direr agreement between Lessor (or CSA as asalgnod by Lassor) and Cualomor or any third party, may be made, granted and effected by Lee mor wllhout notice to Guarantors and wltsaul In any manner afecling Guarantors' liability under Ila Guaranty Guarentors shall pay at expenses (Including attorneys' fees and legal expenses) paid or incurred by Lessor in endeavoring to collect the LiabIlitl as or any part the rsof and 1n enforcing the Guaranty. THIS GUARANTY SHALL FOR ALL PURPOSES BE DEEMED A CONTRACT ENTERED INTO IN THE STATE OF NEW JERSEY THE RIGHTS OF THE PARTIES UNDER THIS GUARANTY SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES ANY ACTION BETWEEN GUARANTORS AND LESSOR SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT LOCATED 114 THE COUNTY OF CAMDEN OR BURLINGTON, NEW JERSEY, OR AT LESSOR'S SOLE OPTION, IN THE STATE WHERE ANY GUARANTOR, CUSTOMER OR EQUIPMENT IS LOCATED. GUARANTORS, BY THEIR EXECUFON AND DELIVERY HEREOF, IRREVOCABLY WAIVE OBJECTIONS TO JURISDICTION OF SUCH COURTS AND OBJECTIONS TO TO VENUE AND CONVENIENCE OF FORUM GUAAANTORS, BY THEIR EXECUTION AND DELIVERY HERE=OF, AND CSA AND LESSOR,BY THEIR ACCEPTANCE HEREOF. HEREBY IRREVOCABLY WAIVE ANY R1014T TO A JURY TRIAL IN ANY SUCH PROCEEDINGS. Guarantors agree that CSA and Lageor may accept a facalrNle or other sfactronlc Iranamisalon of this Guaranty as an adglnet, and that facsimile or electronically Usn"tie d copies of Guars ntotie slpnnWros %Q1 be traaloa os an ongirtat for ell pulposus Pitnled Name: . Signature:_ _ _ _ (no tills) Dale: Addrnaa Phone: Printed Name: Signature: (notice) Date: _ Address Phone: S ACHNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT, INCLUDING THE GENERAL TERMS AND CONDITIONS, WHICH ARE INCORPORATED HEREIN BY REFERENCE. The undersigned and CSA have each caused this Agreement to be executed as of the date first written below. Cusiamet's Authorized Signature: _ Date: Printed Name: IUs CSA Authorized Signature: _ Date: Prinled Name: Title: SLS -107F CFS -1209 September 2016 1 II F ## S0664936.06 GENERAL TERMS AND CONDITION 1.LEASE OF EQUIPMENT AND SOFTWARE unearned portion of any prepaid CSA Payments Parts or Equipment replaced or removed by 1.1 Lfatarf !tams: Comownc-onugnt of Leaeo; Loeu4r. CSA shall supply, for lease by you CSA in connection with Maintenance shall become the properly of Lessor and you disclaim any as provided below, aril you shall lease the units of equipment ("Equipment) and licenses of interest in them. (c) InstellatioMmplementation of Listed Software may be at an additional charge aoftere with separate support contracts, If applicable ("Listed Software'; and together with except to the cadent Included as a Listed Item and may be conditioned on your agreement to a the Equipment and all replacements and additions thereto, "Listed Items") indicated on separate alalumoot or work a otter document Covering tha Scapa and schedule of Schedule A The initial lessor is Canon Financial SeMce@, Inc. (together with any future Ina.allttiorVimplarrentation, configuration options, resporusiblltties of each party, and other assignees ler its rights as lessor. 'Lessor') You arholl keep the Listed Items at the "Ship To" metiers, which shall "sly govern as to tha matlars cavorod therein. Additional charges may location, not move them to another IOcation wmuwut the prior muton consent of Le sear apply for work beyond the initial scope gesObed in such saparale document (d) Support for (defined below), and keep them free and clear of all liens and encumbrances This Agreement Uated Software is provided direWy by the respective developers Bueraef and as sat forth in oath shall be effective on the date the Listed Items are delivered to you ("Lease Commencement developer's applicable separate support contract, and is not provided by CSA under this Date') The term of this Agreement begins an the data accepted by CSA or any later date that Agreement except as expressly provided herein Support for Listed Software may require CSA designates ("Agreement Dater), and shall continue for an initial term of the number of separate purchase by you of a support contract, unless included under this Agreement as a months specified an page I(together with any renewal periods, "Lease Term") Your Listed Item The terms of support contracts far Listed Software are avallsble from the develops re, execution of an acceptance certificats provided by CSA shall conclusively establish that the orwill be provided to you by CSA upon niquezt Notwithstanding any provsIon in the support Listed Items have been delivered to and irrevocably accepted by you If you have not, within contractile the contrary, it shall automatically renew on an annual basis. (e) CSA shall make 10 days after delivery of Equipment, delivered to Lessor written notice of non-acceptance of avallabte to you from time to time upgrades and bug fixes for the software licensed as part of the any Equipment, specifying the reasons and referencing this Agreement, you shall be deemed EqulPment and for Usted Software, but (t) only if such upgrades and bug fixes ata provioed to to have irrevocably accepted the Equipment After acceptance, you shall have no right to CSA by the davelopere of such Listed Software, (II) ah,rnllabilfty of upgrades and bug fixes may be cancel this Agreement or return the Listed Items prior to the and of the Leese Term for any stadditional charge, and (III) installation of such upgrades and bug fixes by CSA if requested by reason whatsoever, including lermination of any maintenance services that may be provided you shall be at additional charge. You are not required to use CSA for installation of either Listed by CSA under this or any separate agreement Title to all Listed Items shall be transferred by Software or for any upgrades wid bug fixes, but if installation is done by anyone other than CSA, CSA to Lessor. CSA shall assign to Lessor all of its rights (but none of its obligations) with CSA shall have no responsibility for arty performance or other issues that may result from such respect to the Listed Items, including the right to receive all Payments. Lessor does not and installation (Q CSA shall also use reasonable efforts to provide Level 1 support for the Listed shall not assume any obligations under this Agreement. CSA shall remain solely liable for the Software (except that for certain Listed Software, Level 1 support shall be provided only If and so performance of all maintenance, service, and warranty obligations described in this long se a separate software support contract for such Listed Software from the developer thereof Agreement is in effect). Level 1 support consists of () Providing helpline telephone assistance in operating 1.2 Payments and Costs. You shall pay to Lessor each billing period the fixed base and, if the Listed Software and identifying service problems in the Listed Software, and attempting to applicable, the fixed maintenance amounts and per image charges and all other amounts, as troubleshoot any such problems; (it) escalating operating problems to the applicable developer of listed and specified on page 1 and Schedule A and such other amounts permitted In this the Listed Software as needed to rectify such problems, including facilitating contact between you Agreement as invoiced by Lessor (collectively, "Payments'; the fixed maintenance amounts and Bte developer of the Listed Software as necessary; and (iii) maintaining a log of such and the per image charges are the "CSA Payments", and all other Payments are the "Lessor problems to assist in backing the same Payments"), The Payments shall not increase during the initial term. Prepaid charges shell 2.2 Maln orranca Tam, and CthnrOpa. (a) Maintenance shall start on the Lease not be refundable except as provided in Paragraph 21(b). Invoices shall be due and payable Commencement Date and shall continue for the Lease Term. (b) Consumables Inclusive upon receipt. All Payments will be applied in such order as Lessor, in its discretion, may Maintenance Includes replenishment of toner only (and other consumables, but only if determine. This lease is a net lease. Lessor Payments shall be made without set-off ler specified on page 1) Toner is supplied for exclusive use with the Equipment CSA may deduction, even it the Listod Items malrunction and irmmpudive of any non-performance by terminate the Maintenance if you use consumables in a different manner If your toner usage CSA of its maintenance obligations. You authorize -a%%or to adjust the Payments and the exceeds by more than 10% the published manufacturer specifications for conventional office End of Term Purchase Option amount (if specified on page 1) ('Purchase Option") by up to image coverage, CSA may invoice you for such excess usage, You may purchase additional 15% if the actual cost of the Listed Items and any related services and supplies, including any toner from CSA if required. You shall bear ail risk of loss, theft ler damage to unused sales and use tax, exceed CSA's estimates an which such amounts ware based You shall consumables, which shall remain CSA's property and shall be returned promptly upon pay a $85 documentation fee and any applicable taxes (including personal property tax), termination orthis Agreement or Maintenance. (c) If you selected the Fleet or Aggregate expenses, charges and fees imposed with rasped to the Listed Items, the Payments oryour Coverage Plan on page 1, the Base Charge and the Covered Images Included shell apply to performance or non-performance under this Agreement, and you shall reimburse Lessorfor all of the Equipment on Schedule A unless otherwise indicated. If specified on page 1 that the the same plus processing fees (collectively, "Costs"). You agree that Lessor may in its sole Listed Items are being added to an existing fleet under a previous agreement between you discretion apply, but shall not be obligated to apply, any amounts paid in advance to any and CSA, (1) the fleet shall include the listed items under the previous agreement, and all amount due or to became due hereunder, and In no event shall arty amount paid in advance other agreements for which the add to existing Best option was selected, and (II) the cam interest unless required by applicable law. If any Payments are late, you shall pay (a) the rr,ninloriance term for all Leted llama under this Agreement shall be the same as the aduel and reasonable costs and expenses of collection, Including attomeys' fees, whether or maintenance term for all listed items under all such previous agreements (d) If specified on not suit Is brought, (b) a late charge equal to the higher of 10% of the amount due or $25, as the face page that the Listed Items are being udded to an wasting Aggregate Coverage Plan reasonable liquidated damages, and (c) if Lessor should bring court action, you agree that under a previous agreement between you and CSA the Covered Images shall apply to all of attorney fees equal to 25% of the amount sought shall be deemed reasonable, in each case the Equipment on the schedule, unloae oihorwisa indicated, plus the listed items under the not to exceed tha inmharetire amount parmlits it by law, previous agreement(s), and all other agreements for which the add to existing Aggregate IA Purchaeo Ootlong: Return, (a) END OF TERM PURCHASE OPTION. To elect this Coverage Plan was selected, on an aggregated basis, for so long as the maintenance term option, you ahail give Lessor 80 days' prherirevdrable written notice (unless the Purawse for all such tlsted items continues (a) Ursassothami so rndlcutad on Schedufa A. you authorize Option price Is $1 OD) that you will purchase, upon the expiration or the Latae Term, all the CSA to use notworkod fes tures of Itre EqulpMeal inrduding lmsgeWARE to receive softwsm Elated Items at the Pumhasa Option prica plus any Casts (b) PRIOR TO MA'rURtf Y updates, activota feahrmynew floonsm and transmit use and service data accumuloled by the PURCHASE. You may upon nat lass than 60 days' prior irrevocable wrillse notice, purchase Equipment over your nehvark by meant of am HTTPS pmtood and to store, analyte and use till the D%too Items at a pnca equat to the sum of all remaining Paymsnla, plus the Fair such data for purposes related to servicing Shit Equipment and product improvement. This Mafkel Value, plus Coals For purposes of IN Agreement, "Fair Merkel Value' shell be feature Is not capable of sanding or receiving Imago date. (Q You shall provide mater readings Lessors retell price at the time you notly Lessor of your intent to purchana the Equlpment (c) to CSA in accordance with the Meter Read Math on "E@Cled. If you setacted CSA'a eManags Listed Item pure hnoes shell be'AS-IS VVI-IERF--IS' without warranty, except for lige; website, you shall complete CSA'a reglatration process govemlrug access to and use of such purchases of lice nads of Listed Sattwato are aubject to the terms thereof. (d) Unless this websile. CSA may change your molar read options from time to lime upon 80 days natica. II Agreement conlalme a $1.00 Purchaeo Opfi on, thla Agreement shall automatically renew on a CSA does not receive timely maser rosdinas from you, you shall pay Invoices that raged month to mafrlh bests at the same Payment amount (subject 10 lacrosse of CSA Pay manly) CSA's amtiarts [as of motor raadfrrgis, CSA may verify the accuracy of any mater readings from and frequency unless you, at least 60 days before the end of the Lease Term, send to Lessor time to time and invoices you for any ahortfall In flim next Invoice. (g) You agree that CSA may written notice (the "End of Term Notice") that you either (t) are purchasing all (but not less suspend patterns nca of Maintenance if and a long as any Payments are overdue, ants that than all) of the Equipment in accordance with the terms hereof, or (ii) do not went to renew any ouch auspensian shall not in and of Itself be deemed a terNmaBen of this ACmemmtt this Agreement, and at the end of the Lease Term shall return the Equipment as provided 2.3 Hon4overed Sorvlco. The following sar ems are net tnrsudad within Maintenance and below. Unless this Agreement automatically renews or you purchase the Equipment as shall be invoiced in accordance with CSA's then current labor, parts and supply charges: (a) provided in this Agreement, you shall, at the termination of the Lease Term, return the replacement of any consumables not provided as part of Consumable Inclusive Maintenance Equipment at your sole cost and expense in good operating condition, ordinary wear and tear Identified on page 1, including, without Ilmltaton, paper, toner, ink, waste containers, fuser oil, resulting from proper use excepted, to a location specified by Lessor. Lessor may charge you staples (, other media, print heads and puncher dies; (b) repairs necessitated by factors other a restocking fee equal to the greater of one Lessor Payment or$250 forth@ processing of than normal use including, without limitation, any wilful ad, negligence, abuse or misuse of the returned Equipment If for any reason you fall to return any Equipment to Lessor as provided Equipment; the use of parts, supplies or software not supplied by CSA; service performed by in this Agreement by the last day of much Leas@ Term, you shall pay to Lessor upon demand anyone other than CSA; accident use of Equipment with non-eampabble hardware or software one billing period's Lessor Payment for each billing period ler portion thereof that such return components; electrical power malfunction or heating, coaling or humidity ambirR conditions; (c) is delayed. If you fall to provide the required End of Tern Notice and return the Equipment at de-inalallatlon, re -installation, or relocation of Equipment; (d) repairs to ler realignment of the and of the Lease Term, you shall pay to Lessor upon demo rid the 60 -day equivalent of Equipment and related training necessitated by changes made to your system configuration or Lessor Payments to solely the End of Term Notice period referenced above You shall network environment (e) work requested to be performed outside of CSA's regular business reimburse Lessor for any costs incurred by Lessor to place the Listed Items In good operating hours; and (Q repalrofany network/system connection devices, exceletwhen listed on page 1. If condition. you have NOT selected Maintenance on page 1, any of the maintenance services described In 2. MAINTENANCE. YOU SHALL RECEIVE THE MAINTENANCE DESCRIBED IN THIS Paragraph 21 above shall be available only upon your request either under separate agreement PARAGRAPH 2 ("llslntenonca") ONLY IF YOU HAVE ACCEPTED MAINTENANCE ON with CSA or invoiced in uccordence with CSA's then current labor, parts and supply charges. PAGE 1. Such services are subject to the exclusions hereinafter described. Maintenance Installation of certain Listed Software may also require a separate agreement between you and provided to you under separate agrawnent lrstrurwn CSA and you a hall be governed CSA setting forth the scope of work, your responsibllties In connection with such fnstellaton, and -ably by the provlslane thereof. otherterra and conditions as required by CSA Such separate agmement(s) shall solely govern, 2.1 Covered Service. (a) CSA shall provide all routine preventive maintenance and emergency and this Agreement shall not apply to, the services described therein service necessary to keep the Equipment in good working order In accordance with this 3. CSA CUSTOMER SATISFACTION POLICY. If you are not satisfied with the performance Agreement and CSA's normal practice. Such service shall be performed between 8:30 AM and of your Canon or Oc6 brand product, upon your written request, CSA 1n its sole dlacretion will 5:00 P.M. Monday through Friday, except holldays. (b) You shall afford CSA reasonable access repair or replace the product with alike unit with equivalent capabilities Prior to replacement, to the Equipmentto perform on-site service. CSA may terminate its maintenance obligations as CSA shall have had the opportunity to return the product to good working order in accordance to any Equipment if you relocate it to a site outside CSA'a service coverage area If, in CSA's with the terms of this agreement. If a replacement unit is provided, the lease hereunder of the opinion, any Equipment cannot be maintained in good working order through CSA'a routine replaced unit shall be deemed terminated and the replacement unit shall be deemed a "Listed maintenance services, CSA may, at its option, 0) substitute comparable Equipment or (it) cancel Item" for the lease and all other purposes of this Agreement This policy shall apply only If you any balance of the term of its maintenance obligations as to such Equipment and refund the SLS -107F CFS -1209 September 2016 Page 2 Customer Initials are not in default of this Agreement and Maintenance under this Agreement has not been canceled or terminated 4, DATA You acknowledge that the hard drive(s) on the Equipment, including attached devicos, may retain images, content or other data that you may store for purposes of normal operation at the Equipment ("Data). You acknowledge that Lessor is not storing Dela on behalf of you and that exposure or access to the Data by CSA or Lessor, If any, is purely indifental to the serviced parfnrmad by CSA or Lessor. Neither CSA nor Lessor nor or any of their sflilolso has on obligation to areae or ovanvOte Onto upon your return of the Equipment to CSA or Lessor or any other diaposiBon of Ura Eq trip msnt by you. Yuu are solely responsible for. (A) your compliance with appllcable law and legal requirements pertaining to data privacy, storage, security, retention and protection, and (B) all decisions related to erasing or overwriting Data. Without limiting the foregoing, you should, (t) enable the Hard Disk Drive (HDD) data erase functionality that is astandard Feature on certain Equipment and/or (it) prier to return or other disposition of the Equipment, utilize the HDD (or compaNtifs) formatting function (Which may be referred to as "IniliaHeed All OstalSethri funcOan) if found on the Equtpmanl to perform a on pass overwrite of Date or, if you have higher security requirements. you may purchase from CSA at currant rates an eppropriale option for the Equipment which may include (a) an HOD Deta Encryption KI option whldh dingutses informa0on before it is written to the herd drive using encryption algorithms. (b) an HOD Data Erase Kit that can perform up 10 a 3 -pass overwrite of Date (far Equfpmanl not containing data erase functionality as it standard feature), or (c) a replacement hard drive (in which Case you should properly destroy the replaced hard drive) You shall indemnify Lessor, CSA, their subsldied as, dhedors, othcers, emplayeas and agents from and against any and all casts, expenses. IIabl[tiss. claims, damages, losses, judgments or (sea (including reasonable attorneys' fees) arising or related to the storage, transmission or destruction of the Date. The terms of this section shell solely govern as to Data, notwithstanding that any provisions of this Agreement or any separate confidentially or data security or other agreement now or hereafter entered into between you and CSA or Lessor applies, or could be construed to apply to Data 5. LIMITED WARRANTY; EXCLUSIONS & LIMITATIONS; INDEMNIFICATION 6.1 Limited Warranty. Equipment is warranted only as provided in the manufacturers warranty provided with the Equipment (for CANON brand Equipment, the manufacturer's warranty is provided by Canon U.S.A., Inc ). End user warranties, if any, for Listed Software aro provided solely by the developers or suppliers of the Listed Software. So long as you are not In breach or default of this Agreement, Lessor assigns to you, solely for the purpose at making and prosecuting any such claim, the rights, If any, which Lessor may have under all such warranties for the Listed Items. 6.2 Dlitclalmor of Warrantlos. LESSOR IS NOT A MANUFACTURER, DEALER, OR SUPPLIER OF THE LISTED ITEMS. AS BETWEEN YOU AND LESSOR, THE LISTED ITEMS ARE LEASEDAS IS" AND ARE OF A SIZE, DESIGN, AND CAPACITY SELECTED BY YOU LESSOR HAS MADE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LISTED ITEMS The warranties, if any, provided for any of the Usted Items are enforceable by you only against the Canon company or third party making such warranties, not sgalnat any LoSsor CSA is not an agent or mpresentaUve of Lessor and Is not authorized to waive or alter any of Lassoes rights or make any representation for Lessor about the Listed Items, except to the extent set forth in this Agreement EACH OF CSA AND LESSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE LISTED ITEMS OR CSNS SERVICES. THE FURNISHING OF MAINTENANCE UNDER THIS AGREEMENT DOES NOT ASSURE UNINTERRUPTED OPERATION OR USE OF ANY OF THE USTED ITEMS. 5.3 Limitation of Lf ba Illty_ NEITHER CSA NOR LESSOR SHALL BE LIABLE FOR INJURY OR DAMAGE EXCEPT TO THE EXTENT CAUSED BY SUCH PARTY S NEGLIGENCE OR WILLFUL MISCONDUCT. NEITHER CSA NOR LESSOR SHALL BE LIABLE FOR EXPENDITURES FOR SUBSTITUTE EQUIPMENT OR SERVICES, LOSS OF REVENUE OR PROFIT, LOSS OR CORRUPTION OF DATA, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, STORAGE CHARGES OR OTHER INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LISTED ITEMS OR CSA'S SERVICES UNDER THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED AND EVEN IF CSA OR LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 5.4 Indemnification. You shall reimburse Lessorfor and defend Lessor against any claim for losses or injury caused by the Listed Items, before and after the Lease Term ends S. ADDITIONAL LEASE REQUIREMENTS. 6.1 W�rranly of BuSlns�s_Purpaan; MoinlruTn,nnCo. Ycuwcnant ihailhe Llaled Items will not be used for personal. Iarmlly or household purpoaas- If at any Oma kir any man art whalsoevar CSA's "ritenonce ob]lgmUcns have termlrnated, at yoursale expense you shall keep the Equip moM in goad working onto and supply and Install replaoemont pork and eccassaries when required to ansintaln the Equipment Any such replacements shall be the property of Lessor and shall be deemed Equipment 6.2iR ak of_tops: Inaurnrice. Effective upon delivery to you, you shall bear the entire risk of any lags or theft of Or damage to the Equipment ('Loos'). You shell obtain and maintain during We term hereunder Including all renewals and extensions, at your expense, (a) property Insurance for the full replacement value of the Fquip ment and (b) comprehensive public liability and property damage Insurance AP such Inourance shall provide fora deduONot not exceeding $5,000 and be in form and amount and with companies satisfactory to Lessor. Each insurer providing such Insurance shall name Lessor as additional insured and loss payee and provide Lessor 30 days' poor written notice of alteration or cancellation. You shall deliver cerilf cates or other evidence of insurance to Loseor You appoint Lessor an your attomey-in-fact solely to make claim for, receive payment of, and exacule and endorse documents, checks, Of dretls for any Loss. If within 10 days after request you fail to deliver satisfactory evidence of such insurance to Lessor, then Lessor shall have the right, but not the obligation, to obtain insurance covering Lessors interests in the Equipment, and add the costs of malnlelning such insurance arid an administrative fee to the amounts Aug from you under this Agreement- Lessor and any of Ito off IIates may make a profit on the foregoing. You shall promptly (i) repair or replace any Equipment subject to a Loss or [i) pay to Lessor the Remaining Leave BSlenca (defined below). No Loss shall rdleve you of any obligation under this Agreement T. DEFAULT; REMEDIES. You shall be in default of this Agreement if: (a) you fail to make any Payments when duo or perform any of your other obligations under this Agreement; (b) you fall to make payments when due of any indebtedness to Lessor, (c) you or any guarantor of your obligations ("Guarantor) ceasn doing business as a going concern; (d) you or any Guarantor become insolvent or make an aszignrrdnl for the benefit of creditors; (e) a petition or proceeding i§fled by or against you or any Guaranlm under any bankruptcy or insolvency law; (f) a receiver, trustee, conservator, or liquidator Is appointed for you, any ULF # S0664936.06 Guarantor, or any of your or any Guarantor's property; (g) any statement, representation or warranty made by you or any Guarantor to CSA or Lessor is incomed in any material rasped; or (h) you or any Guarantor who is a natural person da tf you ane in default, you shall pay for Lessor's reaaonattla calls clan and other coats, and W Mat limiting any of CSA's Tights hereunder or under applicable low, Las nor may exerdon (on behalf of itself and, as applicable, CSA) arty one or all of the following remedies: (1) declare all unpaid Payments (other than per image charges) immediately due and payable, with Lessor retaining title to the Listed Items; (2) terminate any and all agreements with you; (3) without notice, demand or legal process, retake possession of the Listed Items (and you authorize Lessor to enter upon the premises where the Listed Items may be found) and (A) retain the Listed Itemsend all PaymeMe and other sums paid, (B) MIS aso the Li sled Ilama and recover from you the amount by which the Remaining Lease Balanca exceeds the value &161buted to the Listed Items by Lessor for purposes of ca[cula Mil the payments under the new lee se agreement, or (C) sell the Uated Ito me and recover from you the amount by which the Remsining Lvase Balance exceeds ft net amount received by Lessor from such sale; or (4) pursua any other remedy permitted at law or in equity Lessor may sett the Listed Ilama after prepanng them or not end may dlsclalm warrarltlea of title and the like. II the Listed Items are not available for sole, you shall be liable for the Remaining Lease Balance and arty other amounts due. The "Remaining Lease Balance" shall be the sum of: () all Lessor Payments than owed by you to Lessor; (III the present value of all remaining Lessor Payments for the full Lease Term; (III) the Purchase Option price of the Ustod Itams indicated on the face of this Agreement; plus (iv) any applicable lax". expenses, charges, and fees For purposes of determining present value, Lessor Payments shell be discounled st 3% per year. S. SECURITY; WAIVER. You authorize Lessor to file any form of financing or continuation statements and amendments thereto THE LEASE CREATED BY THIS AGREEMENT IS INTENDED AS A °FINANCE LEASE" AS THAT TERM IS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE ("UCC 2A) AND LESSOR IS ENTITLED TO ALL BENEFITS, PRIVILEGES AND PROTECTIONS OF A LESSOR UNDER A FINANCE LEASE, AND YOU IRREVOCABLY WAIVE ANY RIGHT OF NOTICE THEREOF. YOU WAIVE YOUR RIGHTS AS A LESSEE UNDER UCC 2A SECTIONS 508- 522. 0&522. If the lease is determined not to be a true lease, you grant Lessor a security Interest in the Listed Items Your exact legal name, your chief executive office address, and your jurisdiction of organization are as set forth on page 1; if you change any of them or the corporate structure, you shall provide prior written notice to Lessor 30 days before such change. Upon request, you WO execute and deliver to Lessor such documents as required or appropriate. 9. GENERAL 9.1 9holce of Law aced Forum, THIS AGREEMENT SHALL FOR ALL PURPOSES BE GOVERNED BY THE LAWS OF NEW JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES. YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED WITHIN CAMDEN OR BURLINGTON COUNTY, NEW JERSEY, OR AT LESSOR'S OPTION IN ANY STATE WHERE YOU OR THE EQUIPMENT ARE LOCATED. YOU WAIVE OBJECTIONS TO THE JURISDICTION OF SUCH COURTS, TO VENUE AND TO CONVENIENCE OF FORUM ANY SUIT, OTHER THAN ONE SEEKING PAYMENT OF AMOUNTS DUE, SHALL BE COMMENCED, IF AT ALL, WITHIN 1 YEAR OF THE DATE THAT THE CLAIM ACCRUES THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT BETWEEN THEM 9.2 Entire AarriQmQnf: EllicIfoulc Accnntsitrv. This Agreement shall be binding upon you when you sign it upon CSA when CSA has installed the Equipment and upon Lessor when you have accepted the Listed Items. All provisions of this Agreement including Section 4, which by their nature can be construed to survive the expiration or termination of the Agreement shell so survive. CSA or Lessor may insert missing or correct other information Including the Listed Item description, serial number, and location; and corrections to your legal name; but oll iso this Agreement(ftothorwith any aeparat a fig mom ententered info between you and CSA as deem bed in Section 2.3 above) conatmtut" the entire agreemard between the parties with rasped to the Subject matter hereof. Arty purchase order utilized by you shall be for your administrative convenience only, and any terms therein which conflict with, vary from or supplement the provisione of this Agreement shall be deemed null and void. No representation or statement shall be binding upon Lessor or CSA as a warranty or otherwise unless It Is contained in the original of Wa Agreement This Agreemermt shall not be modified or amended except in a written amendment signed by an authorized signer of CSA and you If a court finds any provlalon to be unenforceable, the rernalydng provisions shall remain in full farce and eRect Youuxpressly dlsdairn having relied upon any ntaieinnnlconuumog the capability, condiaan, operation, perfommanea or specifications of the Listed Items, except to the extent set forth In the original of thle Agrexnent. CSA or Lessor may accept electronic images of this Agreement or Acceptance Certificate as originals, and electronic copies of your signature will be treated as original for all purposes. 9.3 Joint_.nd Sovoral Llsblllly: Asslar(Urws. If more than one entity executes this Agreement as the Customer, your obligations shell bejdnt and several, YOU SHALL NOT ASSIGN OR PLEDGE THIS AGREEMENT, NOR SHALL YOU SUBLET OR LEND ANY LISTED ITEMS. Each of CSA and Lessor may pledge or assign Its rights under this Agreement. If a Lessor assigns Its rights, the assignee will have the some rights and benerrts (hot the Lessor had and shall not have any obligations hereunder. The rights of the assignee will not be subject to any claims, defenses, or setoffs that you may have against the Lessor. 9.4 Notices. All notices required or permitted under this Agreement shall be sufficient if delivered personally, sent via facsimile or other electronic transmission, or mailed to such party at the address sal forth on page 1 or at such other address as such party may designate in writing from time to time. Notices shall be effective 3 days after deposit in the U.S mail, duly addressed, or upon delivery via personal or express delivery, facsimile or other electronic transmission. You shell send all notices regarding lease provisions to Lessor only, and all notices regarding maintenance provisions to CSA only Addroea for notices to Canon Solutions Address for notices to Canon Financial America, Inc.: Services, Inc.: 300 Commerce Square Blvd. 158 Gaither Drive, Suite 200 Burlington, NJ 08016 Mount Laurel, NJ 00054 Attn: Customer Service Department Attn: Customer Service Department Phone: (800) 613.2228 Phone: (800) 220-8330 Fax: (ODD) 2204002 Fex: (856) 013.5122 Fmsil: custamercareiacse.canori Email: customergcth.canon.som 9.6 QA.A PATRIOT Act: Creel}k lnfarmalfon. To help the government right the funding of tarred am and money laundering activitioo, federal law mclul Tea all finand al it itu0ona to obtaln, verity, and record Information that identill es mach person who enters into a Isea a. T hl is means that when you enter into a lease. Lessor may ask For, among other things: (a) your federal tax identification number and (b) your data of birth, if you are a sole proprietor. Lessor may also ask to see identifying documents. You authorize your credit references, any credit reporting agency, or any third party (including Lessor) to collect any credit information and to release the same to Lessor, its affiliates, and their respective designees or assignees SLS -107F CFS -1200 September 2016 Page 3 Customer Initials 2 Ls g I $ 1 g C z D C 3 W� Y } o $ C W m 00 m �X m & is$ «? 8 � i oG x SI- a CD m u> > zSC3 m $ I E $ E $ C ° m p C7. ° Oip I 5 LLI m A m Eo Fn - z° n a E L v r,.1 N � E E X42 U 0.1 o- rILd ❑m .� :�� m ' w w v, Chi I i I • N'WC W i n N a `v a � vi X rn # c n ¢ x U a �i z o N a y o Z w c� W_J +a+ O C) � U, ¢ LL w c N � z O� Ln U 2 C31} 3 y Q UUBIZ r H W o N V W z z at Q c a° d F x U z U U a H U 2 j � 2 a li 5- :UDI m m 8 N f 1 x l!J a a J x z>- J r LLm M a o m U m m N O MIO N N N 0 0 0 M 0 O Op W dLD y w 3 v y tll O (op O tC, _p O O N O' N N M C KITTITAS COUNTY PUBLIC HEALTH - Ship to and Bill to address is the same Kittitas County Public Health Department 507 N Nanum #102 Ellensburg, WA 98926 509-962-7515 TO: P.O. NUMBER: CANON USA INC 03202017 C/O CANON FINANCIAL SERVICES [The P.O. number must appear on all related 14904 COLLECTIONS CENTER DRIVE correspondence, shipping papers, and invoices] CHICAGO, IL 60693 N/A P.O DATE REQUISITIONER i SHIPPED VIA f F.O.B POINT TERMS 7 03/20/201 l Net 30 Days QTY UNIT DESCRIPTION UNIT PRICE TOTAL 60 MONTHS Canon c5550A 175.00/mo Includes: High Cassette, Staple Finisher2/3 m hole, Buffer bypass, 60 month Operating Lease. PO is subject to the Pricing terms and Conditions of the WSACA NASPO contract #3091 / 05214 Plus applicable sales tax. B/W $0.0074, Color $0.05 per page includes Parts, Labor, Service, Supplies and Staples. j State Contract: Wash State NASPO 1. Please send two copies of your invoice. 2. Enter this order in accordance with the prices, terms, delivery method, and specifications listed above. 3. Please notify us immediately if you are unable to ship as specified. 4. Send all correspondence to: CANDI BLACKFORD Kittitas County Public Health Department 507 N Nanum St Suite 102 Ellensburg, WA 98926 SUBTOTAL SALES TAX SHIPPING AND HANDLING -........ .. OTHER TOTAL 509-962-7515 Signature Authorized Signature required only for amounts exceeding $15,000.00 Canon CANON USA, INC Today's Date: March 21, 2017 REMOVAL INFORMATION: Requested Removal Date: April 5, 2017 Serial Number: JMQ03263 Model Name: IR5250 For CFS Use- Servicing Dealers Name: Yakima For CFS Use- Canon State Contract# : WA State Contract NASPO 05214/3091 CURRENT LOCATION INFORMATION: Company Name: Kittitas CO WA - Public Health Street Address: 507 N Nanum # 102 City: Ellensburg, Location Removal Contact: Candi Blackford Phone: 509-962-7515 E-mail; us Alternate Removal Contact: Candi Blackford Phone: E-mail: csndl.afackfor($Aw.i illitag.wa,gg County: Kittitas State: WA ZIP Code: 98926 Mobile #: iT ne loyal ADDITIONAL INFORMATION: Is a Certificate of Insurance needed? Yes: No: x If yes, please provide COI Requirements when completed form is submitted. Is security clearance needed? Yes: No: x Is Hard Drive removal & replacement needed? If yes, please provide the PO# below & a copy of the purchase order when this Yes: No: x completed form is submitted. Hard Drive removal & Replacement PO# : Please provide any building requirements (ie: no elevator access; stairs will be involved; loading dock or truck restrictions, etc): PLEASE DO NOT remove old machine until new one is in place. Located in Copy Room 4.26.17 Is this machine being replaced with a new machine? If so, please provide an ETA of the new machine I To ensure your removal request is processed in a timely manner, all information above must be completed in full. Please email completed form to: assetrecovery@cusa.canon.com Thank you for your business! Canon U.S.A, Inc, w Asset Recovery Team w One Canon Park w Melville, NY 11747 KITTITAS COUNTY PUBLIC HEALTH Kittitas County Public Health Department 507 N Nanum #102 Ellensburg, WA 98926 509-962-7515 TO: CANON USA INC C/O CANON FINANCIAL SERVICES 14904 COLLECTIONS CENTER DRIVE CHICAGO, IL 60693 N/A P.O. NUMBER: 03202017 [The P.O. number must appear on all related correspondence, shipping papers, and invoices] P.O DATE REQUISITIONER SHIPPED VIA F.O.B POINT TERMS 03/20/2017 0.00 OTHER Net 30 Days QTY UNIT DESCRIPTION 60 MONTHS Canon c5550A Includes: High Cassette, Staple Finisher2/3 khole, Buffer bypass, 60 month Operating Lease. PO is subject to the Pricing terms and Conditions of the WSACA NASPO contract #3091 / 05214 Plus applicable sales tax. B/W $0.0074, Color $0.05 per page includes Parts, Labor, Service, Supplies and Staples. State Contract: Wash State NASPO 1. Please send two copies of your invoice. 2. Enter this order in accordance with the prices, terms, delivery method, and specifications listed above. 3. Please notify us immediately if you are unable to ship as specified. 4. Send all correspondence to: CANDI BLACKFORD Kittitas County Public Health Department 507 N Nanum St Suite 102 Ellensburg, WA 98926 509-962-7515 UNIT PRICE TOTAL 175.00/mo 10,500.00 SUBTOTAL 10,500.00 SALES TAX 861.100 SHIPPING AND HANDLING 0.00 OTHER TOTAL 11,361.00