HomeMy WebLinkAbout2019-198-resolutionBOARD OF COUNTY COMMISSIONERS
COUNTY OF KITTITAS
STATE OF WASHINGTON
RESOLUTION
NO.2019 / 9
RESOLUTION TO APPROVE LEASE AGREEMENT WITH CANON SOLUTIONS AMERICA
WHEREAS, the Kittitas County Prosecutor has received an opportunity to upgrade a copy machine in
its office with Canon Solutions America, while also saving the County approximately
$57.00 per month; and
WHEREAS, the lease is a 60 month lease that will provide a new machine and will improve
efficiencies and processes within the Civil Division of the Prosecutor's Office; and
WHEREAS, the Board of County Commissioners can authorize and ratify Prosecutor Gregory L.
Zempel's signature on the lease between his office and Canon Solutions America.
NOW THEREFORE, BE IT RESOLVED that the Board of County Commissioners of Kittitas County,
Washington, hereby ratifies Gregory L. Zempel's signature on the lease with Canon
Solutions America, which is attached hereto and incorporated by reference.
DATED this day of _1'2('%20 �, at Ellensburg, Washington.
BOARD OF COUNTY COMMISSIONERS
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CANON SOLUTIONS AMERICA-
:
Canon Solutions America, Inc. ("CSA")
One Canon Park, Melville, NY 11747 �=
(800)-613-2228 was
Salesperson
Michael F. Ankney
UNIFIED LEASE AGREEMENT
#ULF S1042244,04
Order Date: 12/9/2019
Customer. Customer Account: 1846043
Organization Information
Company Legal Name: KITTITAS, COUNTY OF
Federal Tax Identification Number (TIN):
(Doing Business As: PROSECUTING ATTORNEY OFFICE
❑ Corporation ❑ Limited Liablllty Company
❑ Partnership ❑ Limited Liability Partnership
❑ Non -Profit Corporation Z] state or Local Government
❑ Sole Proprietorship If selected, complete Date of Birth
(Billing Address: 205 W 5TH AVE RM 213
City- ELLENSBURG
County KITTITAS
State WA
ZIA: 98926
Phone: 509.962.7520
Contact: ELISHIA HARVILL Fax: (Chief Executive Office and address for notices:
E-Mail: elishia.harvill@co.kittitas.wa.us Address:
InformationLease :Stale: Zip:
Lease Term # of Payments Payment " Amount Due at Signing
60 60 # of Payments in TOTAL DUE AT SIGNING
Months 170.00 Advance:
Plus
$ (" applicable taxes) 0 $ 0.00
Payment Frequency Check must accompany agreement
Q Monthly End of Lease Term Purchase Option " Tax Exempt
❑ Quarterly ✓❑ Fair Market Value ❑ $1.00 ❑ Other (estimated) ❑ Yes (Attach certificate)
Equipment Description: Schedule
Select 1 option: Q ncluded for all U Included, except for Equipm-ant ❑ Declined Under separate
Mnthly
Equipment excluded on Schedule A agreement
rExcess Per Image Charge Billing Cycle
Coverage Plan If adding to an existing Aggregate,provide
❑ Quarterly ❑ Other
Per Unit ❑ Fleet If adding to existing fleet, applicable ❑ Aggregate either a contract p or serial p under
contract Aaare eta.
Consumables Inclusive Toner Fulfillment Method PO Required Charges
Toner (excludes clear) ❑ Other Yes PO# No Customer order unless noted for Equipment ❑ See Schedule A
on Schedule A*"
Personal
F as ISIUroo (wholl+or one orirwre ace gpopfled.'(;trNfenku{e} 1, tnwilsideratwm of CANON OLUTtONS AMERICA INC ('CSR'ienSann¢ nNu a tu[+nlld Inei+f ttq flienl 1[oge[ht2r rrilh anyschdrkrltfsor
sup ornarlfY thereto, "Agreement") with the customer identified above ("Customer"), irrevocably and unconditionally, jointly and severally, guarantee to Lessor (as defined in the Agreement) and its successors
and assigns, the payment when due of all amounts owed under the Agreement (whether at maturity or upon the occurrence of an event of default or otherwise) and the performance by Customer of all terms of
the Agreement and any other transaction between Customer and Lessor (or CSA as assigned to Lessor) (collectively, "Liabilities"), If Customer shall fail to pay or perform any Liabilities when due. Guarantors
aftWt, upon demand, pay any amounts which maybe due from Customer and take any action required of Customer under the Agreement This is an absolute and continuing guaranty and Guarantors' liability under
INS Guaranty is primary and will not be affected by any settlement, extension, renewal or modification of the Agreement or any discharge or release of Customers obligations, whether by agreement or operation
of law
If any payment applied by Lessor on the Liabilities is thereafter set aside, recovered or required to be returned for any reason (including without limitation the bankruptcy, insolvency or reorganization of
Cu4.f9itter or any other person), the Liabilities to which such payment was applied shall for the purposes of this Guaranty be deemed to have continued in existence, notwithstanding such application, and this
Guuanty shall be enforceable as to such Liabilities as fully as if such application had never been made This Guaranty may be terminated only upon sixty (60) days' prior written notice to CSA and Lessor. and
nuch termination shall be effective only as to Liabilities arising under schedules, supplements, or agreements entered into after the effective dale of terminalion and shall not affect Lessor's rights under this
Guaranty arising out of the Agreement or other agreements entered into prior to such date Guarantors waive all damages, demands, presentments and notices of every kind and nature, any rights of set-off, and
arty defenses available to a guarantor (other than the defense of payment and performance in full) under applicable law Guarantors further waive any (i) notice of [he incurring of indebtedness by Customer and
Ina acceptance of this Guaranty, III) right to require suit against Customer or any other party before enforcing [his Guaranty and (!it) right of subrogation to Lessor's rights against Customer until the Liabilities
are satisfied in full Any (a) renewals and extensions of lime of payment, (b) release, substitution or compromise of or realization upon the Equipment, other guaranties or any collateral security and (c) exercise
of any other right under this or any other agreement between Lessor (or CSA as assigned by Lessor) and Customer or any third party, may be made, granted and effected by Lessor wilhout notice to Guarantors
wrd without in any manner affecting Guarantors' liability under this Guaranty
Guarantors shall pay all expenses (including attorneys' fees and legal expenses) paid or incurred by Lessor in endeavoring to collect the Liabilities or any part thereof and in enforcing the Guaranty THIS
GUARANTY SHALL FOR ALL PURPOSES BE DEEMED A CONTRACT ENTERED INTO IN THE STATE OF NEW JERSEY THE RIGHTS OF THE PARTIES UNDER THIS GUARANTY SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF NEW JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES ANY ACTION BETWEEN GUARANTORS AND LESSOR SHALL BE BROUGHT IN ANY
STATE OR FEDERAL COURT LOCATED IN THE COUNTY OF CAMDEN OR BURLINGTON, NEW JERSEY, OR AT LESSOR'S SOLE OPTION, IN THE STATE WHERE ANY GUARANTOR, CUSTOMER
OR EQUIPMENT IS LOCATED GUARANTORS, BY THEIR EXECUTION AND DELIVERY HEREOF, IRREVOCABLY WAIVE OBJECTIONS TO JURISDICTION OF SUCH COURTS AND OBJECTIONS TO
TO VENUE AND CONVENIENCE OF FORUM, GUARANTORS, BY THEIR EXECUTION AND DELIVERY HEREOF, AND CSA AND LESSOR,BY THEIR ACCEPTANCE HEREOF, HEREBY IRREVOCABLY
WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUCH PROCEEDINGS
Guarantors agree that CSA and Lessor may accept a facsimile or other electronic transmission of this Guaranty as an original, and that facsimile or electronically transmitted copies of Guarantors'
cgnaliiroar will be treated as an original for all purposes
Prot%) Name: _ Signature: (no title) Date: _
Addross Phone:
P-inied Name: _ Signature: _ _ (no title) Dale: _
Addass Phone:
BY AGREE TO LEASE THE UMS LIS S HEDULE A Oil IN ANY AMENDVMISi'TO THIS AGREEMENT YOU
ACKNOWLEDGE RECEIPT OF A COPY OF T . ACRE£ CLUDING Th NERAL TERMS AND CONDITIONS, WHICH ARE INCORPORATED HEREIN BY
REFERENCE The undersigned and CSA ch cau Is Agreement ecu(ed as of the date first written below.
Customers Authorized Signature: _ _ Date: � C7
Printed Name: Title:
CSA Authorized Signature: Date:
Printed Name: Title:
SLS-109F CFS-1210 July 2019 Page I
GENERAL TERMS AND CONDITIONS
U L F # S 1042244.04
1. LEASE OF EQUIPMENT AND SOFTWARE
1.1ieteri Itemtz_ comrgnt errant elf t eeee: Lenaor. CSA shall supply, for lease by you
as provided below, and you shall lease the units of equipment ("Equipment") and licenses of
software with separate support contracts, if applicable ("Listed Software'; and together with the
Equipment and all replacements and additions thereto, "Listed Items") indicated on Schedule
A The initial lessor is Canon Financial Services, Inc. (together with any future successors
and assignees of its rights as lessor, "Lessor"). You shall keep the Listed Items at the "Ship
To" location, not move them to another location without the prior written consent of Lessor
(defined below), and keep them free and clear of all liens and encumbrances This Agreement
shall be effective on the date the Listed Items are delivered to you ("Lease Commencement
Date") The term of this Agreement begins on the date accepted by CSA or any later date that
CSA designates ("Agreement Date") and shall continue for an initial term of the number of
months specified on page 1(together with any renewal periods, "Lease Term"). Your execution
of an acceptance certificate provided by CSA shall conclusively establish that the Listed Items
have been delivered to and irrevocably accepted by you If you have not, within 10 days after
delivery of Equipment, delivered to Lessor written notice of non -acceptance of any Equipment,
specifying the reasons and referencing this Agreement, you shall be deemed to have
irrevocably accepted the Equipment. After acceptance, you shall have no right to cancel this
Agreement or return the Listed Items prior to the end of the Lease Term for any reason
whatsoever, including termination of any maintenance services that may be provided by CSA
under this or any separate agreement Title to all Listed Items shall be transferred by CSA to
Lessor. CSA shall assign to Lessor all of its rights (but none of its obligations) with respect to
the Listed Items, including the right to receive all Payments Lessor does not and shall not
assume any obligations under this Agreement. CSA shall remain solely liable for the
performance of all maintenance, service, and warranty obligations described in this
Agreement.
1.2 PaynranL� anu Cots. You shall pay to Lessor each billing period the fixed base
and, if applicable, the per image charges and all other amounts, as listed and specified on
page 1 and Schedule A and such other amounts permitted in this Agreement as invoiced by
Lessor (collectively, "Payments': per image charges are the "Usage Payments", and all other
Payments are the "Fixed Payments") If You have opted for a ninety (90) day deferral of
payments, then invoicing for all Payments, including Usage Payments, shall be quarterly, and
no Payment shall be due for the first ninety (90) days following commencement of the initial
term. For Long Sheet images over 38 4" the meter shall record a quantity of 2 images. For
Equipment designated as Corporate Advantage, the meter shall record a quantity of 2 images
for any image produced on media wider than 8'Y" The Payments shall not increase during the
initial term Prepaid charges shall not be refundable except as provided in Paragraph 2 1(b)
Invoices shall be due and payable upon receipt. All Payments will be applied in such order as
Lessor, in its discretion, may determine This lease is a net lease Fixed Payments shall be
made without set-off or deduction, even if the Listed Items malfunction and irrespective of any
non-performance by CSA of its maintenance obligations You authorize Lessor to adjust the
Payments and the End of Term Purchase Option amount (if specified on page 1) ("Purchase
Option") by up to 15% if the actual cost of the Listed Items and any related services and
supplies, including any sales and use tax, exceed CSA's estimates on which such amounts
were based. You shall pay a $85 documentation fee and any applicable taxes (including
personal property tax), expenses, charges and fees imposed with respect to the Listed Items,
the Payments or your performance or non-performance under this Agreement, and you shall
reimburse Lessor for the same plus processing fees (collectively, "Costs"), You agree that
Lessor may in its sole discretion apply, but shall not be obligated to apply, any amounts paid in
advance to any amount due or to become due hereunder, and in no event shall any amount
paid in advance earn interest unless required by applicable law, If any Payments are late, you
shall pay (a) the actual and reasonable costs and expenses of collection, including attorneys'
fees, whether or not suit is brought, (b) a late charge equal to the higher of 10% of the amount
due or $25. as reasonable liquidated damages, and (c) if Lessor should bring court action, you
agree that attorney fees equal to 25% of the amount sought shall be deemed reasonable, in
each case not to exceed the maximum amount permitted by law
1.3 Purchase Qollons: Rolurn. (a) END OF TERM PURCHASE OPTION. To elect this
option, you shall give Lessor 60 days' prior irrevocable written notice (unless the Purchase
Option price is $1,00) that you will purchase, upon the expiration of the Lease Term, all the
Listed Items at the Purchase Option price plus any Costs (b) PRIOR TO MATURITY
PURCHASE You may, at any time, upon 60 days' prior irrevocable written notice, purchase all
the Listed Items at a price equal to the sum of all remaining Payments, plus the Fair Market
Value, plus Costs_ For purposes of this Agreement, "Fair Market Value" shall be Lessors retail
price at the time you notify Lessor of your intent to purchase the Listed Items. (c) Listed Item
purchases shall be "AS -IS WHERE -IS" without warranty, except for title; purchases of licenses
of Listed Software are subject to the terms thereof, (d) Unless this Agreement contains a $1 00
Purchase Option, this Agreement shall automatically renew on a month to month basis at the
same Payment amount (subject to increase of Usage Payments) and frequency unless you, at
least 60 days before the end of the Lease Term, send to Lessor written notice (the "End of
Term Notice") that you either (i) are purchasing all (but not less than ail) of the Equipment in
accordance with the terms hereof, or (ii) do not want to renew this Agreement, and at the end
of the Lease Term shall return the Equipment as provided below Unless this Agreement
automatically renews or you purchase the Equipment as provided in this Agreement, you shall,
at the termination of the Lease Term, return the Equipment at your sole cost and expense in
good operating condition, ordinary wear and tear resulting from proper use excepted, to a
location specified by Lessor Lessor may charge you a return fee equal to the greater of one
Fixed Payment or of up to $250 for the processing of returned Equipment If for any reason
you fail to return any Equipment to Lessor as provided in this Agreement by the last day of
such Lease Term, you shall pay to Lessor upon demand one billing period's Fixed Payment for
each billing period or portion thereof that such return is delayed If you fail to provide the
required End of Term Notice and return the Equipment at the end of the Lease Term, you shall
pay to Lessor upon demand the 60 day equivalent of Fixed Payments to satisfy the End of
Term Notice period referenced above You shall reimburse Lessor for any costs incurred by
Lessor to place the Equipment in good operating condition
2. MAINTENANCE. YOU SHALL RECEIVE THE MAINTENANCE DESCRIBED IN THIS
PARAGRAPH 2 ("Maintenance") ONLY IF YOU HAVE ACCEPTED MAINTENANCE ON
PAGE 1. Such services are subject to the exclusions hereinafter described. Maintenance
provided to you under separate agreement between CSA and you shall be governed solely
by the provisions thereof.
2.1 Covered Sorvlco. (a) CSA shall provide all routine preventive maintenance and
emergency service necessary to keep the Equipment in good working order in accordance with
this Agreement and CSA's normal practice Such service shall be performed between 8:30 A.M
and 5:00 P M Monday through Friday, except holidays, (b) You shall afford CSA reasonable and
safe access to the Equipment to perform on -site service. CSA may terminate its maintenance
obligations as to any Equipment if you relocate it to a site outside CSA's service coverage area If,
in CSA's opinion, any Equipment cannot be maintained in good working order through CSA's
routine maintenance services, CSA may, at its option, (i) substitute comparable Equipment or III)
cancel any balance of the term of its maintenance obligations as to such Equipment and refund
the unearned portion of any prepaid Usage Payments Parts or Equipment replaced or removed
by CSA in connection with Maintenance shall become the property of Lessor and you disclaim
any interest in them (c) Installation/Implementation of Listed Software may be at an additional
charge except to the extent included as a Listed Item and may be conditioned on your agreement
to a separate statement of work or other document covering the scope and schedule of
installation/implementation, configuration options, responsibilities of each party, and other matters,
which shall solely govern as to the matters covered therein. Additional charges may apply for work
beyond the initial scope described in such separate document (d) Support for Listed Software is
provided directly by the respective developers thereof and as set forth in each developer's
applicable separate support contract, and is not provided by CSA under this Agreement except as
expressly provided herein. Support for Listed Software may require separate purchase by you of a
support contract, unless included under this Agreement as a Listed Item, The terns of support
contracts for Listed Software are available from the developers, or will be provided to you by CSA
upon request Notwithstanding any provision in the support contract to the contrary, it shall
automatically renew on an annual basis, subject to a price increase after the initial term. (a) CSA
shall make available to you from time to time upgrades and bug fixes for the software licensed as
part of the Equipment and for Listed Software, but: (i) only if such upgrades and bug fixes are
provided to CSA by the developers of such Listed Software, (ii) availability of upgrades and bug
fixes may be at additional charge, and (III) installation of such upgrades and bug fixes by CSA if
requested by you shall be at additional charge You are not required to use CSA for installation of
either Listed Software or for any upgrades and bug fixes, but if installation is done by anyone
other than CSA, CSA shall have no responsibility for any performance or other issues that may
result from such installation. (1) CSA shall also use reasonable efforts to provide Level 1 support
for the Listed Software (except that for certain Listed Software, Level 1 support shall be provided
only if and so long as a separate software support contract for such Listed Software from the
developer thereof is in effect) Level 1 support consists of (i) providing help -line telephone
assistance in operating the Listed Software and identifying service problems in the Listed
Software, and attempting to troubleshoot any such problems; (ii) escalating operating problems to
the applicable developer of the Listed Software as needed to rectify such problems, including
facilitating contact between you and the developer of the Listed Software as necessary; and (III)
maintaining a log of such problems to assist in tracking the same
2.2 Motntangpco Perm and Charstus. (a) Maintenance shall start on the Lease
Commencement Date and shall continue for the Lease Term. (b) Consumables Inclusive
Maintenance includes replenishment of toner only (and other consumables, but only if
specified on page 1 and applicable to the device). Toner is supplied for exclusive use with the
Equipment CSA may terminate the Maintenance if you use consumables in a different
manner If your toner usage exceeds by more than 10 % the published manufacturer
specifications for conventional office image coverage, CSA may invoice you for such excess
usage You may purchase additional toner from CSA if required. You shall bear all risk of loss,
theft or damage to unused consumables, which shall remain CSA's property and shall be
returned promptly upon termination of this Agreement or Maintenance CSA may charge you a
Supply Freight Fee to cover the cost of shipping supplies to you (c) If you selected the Fleet or
Aggregate Coverage Plan on page 1, the Covered Images Included shall apply to all of the
Equipment on the Schedule unless otherwise indicated If specified on page 1 that the Listed
Items are being added to an existing Fleet Coverage Plan under a previous agreement
between you and CSA, (i) the fleet shall include the listed items under the previous agreement,
and all other agreements for which the add to existing fleet option was selected, and (ii) the
maintenance term for all Listed Items under this Agreement shall be the same as the
maintenance term for all listed items under all such previous agreements. (d) If specified on
the face page that the Listed Items are being added to an existing Aggregate Coverage Plan
under a previous agreement between you and CSA, the Covered Images shall apply to all of
the Equipment on the schedule, unless otherwise indicated, plus the listed items under the
previous agreement(s), and all other agreements for which the add to existing Aggregate
Coverage Plan was selected, on an aggregated basis, for so long as the maintenance term for
all such listed items continues (a) Unless otherwise indicated on Schedule A, you authorize
CSA to use networked features of the Equipment including imageWARE to receive software
updates, activate features/new licenses and transmit use and service data accumulated by the
Equipment over your network by means of an HTTPS protocol and to store, analyze and use such
data for purposes related to servicing the Equipment, providing reports and product improvement.
This feature is not capable of sending or receiving image data. (f) You shall provide meter
readings to CSA in accordance with the Meter Read Method selected. If you selected the
myCSA website, you, your employees or agents shall complete CSA's registration process
governing access to and use of such website, and you agree to be bound by, and comply with
its Terms of Use CSA may change your meter read options from time to time upon 60 days'
notice If CSA does not receive timely meter readings from you, you shall pay invoices that
reflect CSA's estimates of meter readings CSA may verify the accuracy of any meter readings
from time to time and invoice you for any shortfall in the next invoice (g) You agree that CSA
may suspend performance of Maintenance if and so long as any Payments are overdue, and
that any such suspension shall not in and of itself be deemed a termination of this Agreement.
2.3 Nan Lavorad Sure cr , The following services are not included within Maintenance and
shall be invoiced in accordance with CSA's then current labor, parts and supply charges: (a)
replacement of any consumables not provided as part of Consumable Inclusive Maintenance
identified on page 1, including, without limitation, paper, toner, ink, waste containers, fuser oil,
staples, other media, print heads and puncher dies; (b) repairs necessitated by factors other than
normal use including, without limitation, any willful act, negligence, abuse or misuse of the
Equipment; the use of parts, supplies or software not supplied by CSA; service performed by
anyone other than CSA; accident; use of Equipment with non -compatible hardware or software
components; electrical power malfunction or heating, cooling or humidity ambient conditions; (c)
de -installation, re -installation, or relocation of Equipment; (d) repairs to or realignment of
Equipment and related training necessitated by changes made to your system configuration or
network environment; (a) work requested to be performed outside of CSA's regular business
hours; and (D repair of any network/system connection devices, except when listed on page 1 If
you have NOT selected Maintenance on page 1, any of the maintenance services described in
Paragraph 2 1 above shall be available only upon your request, either under separate agreement
with CSA or invoiced in accordance with CSA's then current labor, parts and supply charges
Installation of certain Listed Software may also require a separate agreement between you and
CSA setting forth the scope of work, your responsibilities in connection with such installation, and
other terms and conditions as required by CSA. Such separate agreement(s) shall solely govern,
and this Agreement shall not apply to. the services described therein
3. CSA CUSTOMER SATISFACTION POLICY. If you are not satisfied with the performance
of your Canon or Oce brand product, upon your written request, CSA in its sole discretion will
repair or replace the product with a like unit with equivalent capabilities Prior to replacement.
CSA shall have had the opportunity to return the product to good working order in accordance
with the terms of this agreement If a replacement unit is provided, the lease hereunder of the
SLS-109F CFS-1210 July 2019 Page 2
replaced unit shall be deemed terminated and the replacement unit shall be deemed a "Listed
Item" for the lease and all other purposes of this Agreement This policy shall apply only if you
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
devices, may retain images, content or other data that you may store for purposes of normal
operation of the Equipment ("Data"). You acknowledge that Lessor is not storing Data on
behalf of you and that exposure or access to the Data by CSA or Lessor, if any, is purely
incidental to the services performed by CSA or Lessor or any other disposition of the
Equipment by you. Neither CSA nor Lessor nor or any of their affiliates has an obligation to
erase or overwrite Data upon your return of the Equipment to CSA or Lessor You are solely
responsible for: (A) your compliance with applicable law and legal requirements pertaining to
data privacy, storage, security, retention and protection; and (B) all decisions related to erasing
or overwriting Data, Without limiting the foregoing, you should, (i) enable the Hard Disk Drive
(HOD) data erase functionality that is a standard feature on certain Equipment and/or (ii) prior
to return or other disposition of the Equipment, utilize the HOD (or comparable) formatting
function (which may be referred to as "Initialized All Data/Settings" function) if found on the
Equipment to perform a one pass overwrite of Data or, if you have higher security
requirements, you may purchase from CSA at current rates an appropriate option for the
Equipment, which may include (a) an HOD Data Encryption Kit option which disguises
information before it is written to the hard drive using encryption algorithms, (b) an HDD Data
Erase Kit that can perform up to a 3-pass overwrite of Data (for Equipment not containing data
erase functionality as a standard feature), or (c) a replacement hard drive (in which case you
should properly destroy the replaced hard drive). You shall indemnify Lessor, CSA, their
subsidiaries, directors, officers, employees and agents from and against any and all costs,
expenses, liabilities, claims, damages, losses, judgments or fees (including reasonable
attorneys' fees) arising or related to the storage, transmission or destruction of the Data The
terms of this section shall solely govern as to Data, notwithstanding that any provisions of this
Agreement or any separate confidentiality or data security or other agreement now or hereafter
entered into between you and CSA or Lessor applies, or could be construed to apply to Data.
5. LIMITED WARRANTY; EXCLUSIONS & LIMITATIONS; INDEMNIFICATION
5.1 Limlr arrant . Equipment is warranted only as provided in the manufacturer's
warranty provided with the Equipment (for CANON brand Equipment, the manufacturers
warranty is provided by Canon U S A., Inc.) End user warranties, if any, for Listed Software
are provided solely by the developers or suppliers of the Listed Software. So long as you are
not in breach or default of this Agreement. Lessor assigns to you, solely for the purpose of
making and prosecuting any such claim, the rights, if any, which Lessor may have under all
such warranties for the Listed Items
5.2 Disclaimer of WArranlies. LESSOR IS NOT A MANUFACTURER, DEALER, OR
SUPPLIER OF THE LISTED ITEMS AS BETWEEN YOU AND LESSOR, THE LISTED
ITEMS ARE LEASED "AS IS" AND ARE OF A SIZE, DESIGN, AND CAPACITY SELECTED
BY YOU_ LESSOR HAS MADE NO REPRESENTATION OR WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED, WITH RESPECT TO THE LISTED ITEMS. The warranties, if any,
provided for any of the Listed Items are enforceable by you only against the Canon company
or third party making such warranties, not against any Lessor CSA is not an agent or
representative of Lessor and is not authorized to waive or alter any of Lessor's 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 CSA'S SERVICES, THE FURNISHING OF MAINTENANCE UNDER
THIS AGREEMENT DOES NOT ASSURE UNINTERRUPTED OPERATION OR USE OF ANY
OF THE LISTED ITEMS.
5.3 Limitation of Liability. NEITHER CSA NOR LESSOR SHALL BE LIABLE FOR
INJURY OR DAMAGE EXCEPT TO THE EXTENT CAUSED BY SUCH PARTY'S
NEGLIGENCE OR WILLFUL MISCONDUCT NEITHER CSA NOR LESSOR SHALL BE
LIABLE FOR EXPENDITURES FOR SUBSTITUTE EQUIPMENT OR SERVICES, LOSS OF
REVENUE OR PROFIT, LOSS, CORRUPTION OR RELEASE OF DATA, FAILURE TO
REALIZE SAVINGS OR OTHER BENEFITS, STORAGE CHARGES; OR INCIDENTAL,
SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN
CONNECTION WITH 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 Lessor for and defend Lessor against any claim
for losses or injury caused by the Listed Items, before and after the Lease Term ends.
6. ADDITIONAL LEASE REQUIREMENTS.
6.1 Warranty of $ualne4s Purpose: fMoinjagi So. You warrant that the Listed Items will
not be used for personal, family or household purposes If at any time for any reason
whatsoever CSA's maintenance obligations have terminated, at your sole expense you shall
keep the Equipment in good working order and supply and install replacement parts and
accessories when required to maintain the Equipment Any such replacements shall be the
property of Lessor and shall be deemed Equipment.
6.2 Rlsk of loss: Instimnca. Effective upon delivery to you, you shall bear the entire risk of
any loss or theft of or damage to the Equipment ("Loss"). You shall obtain and maintain during
the term hereunder including all renewals and extensions, at your expense, (a) property
insurance for the full replacement value of the Equipment and (b) comprehensive public
liability and property damage insurance. All such insurance shall provide for a deductible not
exceeding $5,000 and be in form and amount and with companies satisfactory to Lessor Each
insurer providing such insurance shall name Lessor as additional insured and loss payee and
provide Lessor 30 days' prior written notice of alteration or cancellation. You shall deliver
certificates or other evidence of insurance to Lessor You appoint Lessor as your attorney -in -
fact solely to make claim for, receive payment of, and execute and endorse documents,
checks, or drafts for any Loss. If within 10 days after request you fail to deliver satisfactory
evidence of such insurance to Lessor, then Lessor shall have the right, but not the obligation,
to obtain insurance covering Lessor's interests in the Equipment, and add the costs of
maintaining such insurance, and an administrative fee, to the amounts due from you under this
Agreement- Lessor and any of its affiliates may make a profit on the foregoing. You shall
promptly (i) repair or replace any Equipment subject to a Loss or (ii) pay to Lessor the
Remaining Lease Balance (defined below), No Loss shall relieve you of any obligation under
this Agreement
7. DEFAULT; REMEDIES. You shall be in default of this Agreement if: (a) you fail to make
any Payments when due or perform any of your other obligations under this Agreement; (b)
you fail to make payments when due of any indebtedness to Lessor; (c) you or any guarantor
of your obligations ("Guarantor") cease doing business as a going concern; (d) you or any
Guarantor become insolvent or make an assignment for the benefit of creditors; (a) a petition
or proceeding is filed by or against you or any Guarantor under any bankruptcy or insolvency
law; (f) a receiver, trustee, conservator, or liquidator is appointed for you, any 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 incorrect in any material respect; or (h) you or
any Guarantor who is a natural person die If you are in default, you shall pay for Lessor's
reasonable collection and other costs, and without limiting any of CSA's rights hereunder or
under applicable law. Lessor may exercise (on behalf of itself and, as applicable, CSA) any
one or all of the following remedies: (1) declare all unpaid Fixed Payments 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 Items and all Payments and other sums paid, (B) re -lease
the Listed Items and recover from you the amount by which the Remaining Lease Balance
exceeds the value attributed to the Listed Items by Lessor for purposes of calculating the
payments under the new lease agreement, or (C) sell the Listed Items and recover from you
the amount by which the Remaining Lease Balance exceeds the net amount received by
Lessor from such sale; or (4) pursue any other remedy permitted at law or in equity. Lessor
may sell the Listed Items after preparing them or not and may disclaim warranties of title and
the like. If the Listed Items are not available for sale, you shall be liable for the Remaining
Lease Balance and any other amounts due. The "Remaining Lease Balance" shall be the sum
of: (i) all Fixed Payments then owed by you to Lessor; (ii) the present value of all remaining
Fixed Payments for the full Lease Tenn; (III) the Purchase Option of the Listed Items indicated
on the face of this Agreement; plus (iv) any applicable taxes, expenses, charges, and fees. For
purposes of determining present value, Fixed Payments shall be discounted at 3% per year.
8. 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 -
YOU WAIVE YOUR RIGHTS AS A LESSEE UNDER UCC 2A SECTIONS 500-522. AND YOU
IRREVOCABLY WAIVE ANY RIGHT TO NOTICE THEREOF 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 an
page 1; if you change any of them or the corporate structure, you shall provide prior written
notice to Lessor 30 days before such change, Upon request, you will execute and deliver to
Lessor such documents as required or appropriate
9. GENERAL
9.1 Choice or Law and Forum, THIS AGREEMENT AND ALL CLAIMS, DISPUTES AND
CAUSES OF ACTION RELATING THERETO, WHETHER SOUNDING IN CONTRACT, TORT
OR STATUTE, SHALL FOR ALL PURPOSES BE GOVERNED BY THE LAWS OF NEW
JERSEY WITHOUT REFERENCE TO CONFLICT OF LAW 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, OBJECTIONS 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 ,nJl Q AgE9om@rtL Etecl m; Aceontancq. This Agreement shall be binding upon you
when you sign it, upon CSA when CSA has installed the Equipment, and upon Lessor when you
have accepted the Listed Items. All provisions of this Agreement, including Section 4, which by
their nature can be construed to survive the expiration or termination of the Agreement shall so
survive CSA or Lessor may insert missing or correct other information including the Listed
Item description, serial number, and location; and corrections to your legal name; but
otherwise this Agreement (together with any separate agreement entered into between you and
CSA as described in Section 2.3 above) constitutes the entire agreement between the parties with
respect to the subject matter hereof Any purchase order utilized by you shall be for your
administrative convenience only, and any terms therein which conflict with, vary from or
supplement the provisions of this Agreement shall be deemed null and void No representation
or statement shall be binding upon Lessor or CSA as a warranty or otherwise unless it is
contained in the original of this Agreement. This Agreement shall not be modified or amended
except in a written amendment signed by an authorized signer of CSA and you If a court finds
any provision to be unenforceable, the remaining provisions shall remain in full force and effect.
You expressly disclaim having relied upon any statement concerning the capability, condition,
operation, performance or specifications of the Listed Items, except to the extent set forth in the
original of this Agreement CSA or Lessor may accept electronic images of this Agreement or
any Acceptance Certificate as originals, and electronic copies of your signature will be treated
as original for all purposes
9.3 JRjnn� and-3!tygfal Llakility:Aasignmenf. If more than one entity executes this
Agreement as the Customer, your obligations shall be joint and several YOU SHALL NOT
ASSIGN OR PLEDGE THIS AGREEMENT, NOR SHALL YOU SUBLET OR LEND ANY
LISTED ITEMS, Each of CSA and Lessor may pledge or assign its rights under this
Agreement. If a Lessor assigns its rights, the assignee will have the same rights and benefits
that the Lessor had and shall not have any obligations hereunder, The rights of the assignee
will not be subject to any claims, defenses, or setoffs that you may have against the Lessor
9.4 Notices. All notices required or permitted under this Agreement shall be sufficient if
delivered personally, sent via facsimile or other electronic transmission, or mailed to such party
at the address set forth an page 1 or at such other address as such party may designate in
writing from time to time Notices shall be effective 3 days after deposit in the U.S, mail, duly
addressed, or upon delivery via personal or express delivery, facsimile or other electronic
transmission You shall send all notices regarding lease provisions to Lessor only, and all
notices regarding maintenance provisions to CSA only
Address 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 08054
Attn: Customer Service Department Attn: Customer Service Department
Phone: (800) 613-2228 Phone: (B00)220-0330
Fax: (800) 220-4002 Fax: (856) 813-5122
Email: customercare@csa.canon.com Email: customer@cfs_canon.com
9.5 USA P� T� RI21Aet: Crndlt Information. To help the government fight the funding of
terrorism and money laundering activities, federal law requires all financial institutions to
obtain, verify, and record information that identifies each person who enters into a lease This
means that when you enter into a lease, Lessor may ask for, among other things: (a) your
federal tax identification number and (b) your date of birth, if you are a sole proprietor Lessor
may also ask to see identifying documents You authorize your credit references, any credit
reporting agency, or any third party (including Lessor) to collect any credit information and to
release the same to Lessor, its affiliates, and their respective designees or assignees
SLS-109F CFS-1210 JUIY 2019 Page 3
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CANON SOLUTIONS AMERICA
Canon Solutions America, Inc. ("CSA")
One Canon Park, Melville, NY 11747
=0) 613-2228
�EASERADE, TRADE-IN, RETURN OR BUY-OUT
REIMBURSEMENT ADDENDUM TO AGREEMENT #
r S1042244.04 (the "AGREEMENT")
Customer ("You"): I Customer Account: 1846043
Company: KITTITAS CO PROSECUTING OFC
Address: 205 W 5TH AVE RM 213
City: ELLENSBURG
State: WA I zip:98926
County: KITTITAS
Phone #: 509.962.7520
Email: elishia.harvill@co.kittitas.wa.us
Lease Upgrade or Buy-out Acknowledgement
If this transaction includes a lease upgrade or buy-out to be paid upon delivery and
acceptance of the Equipment listed on the Agreement, select one of the following:
❑ Not Applicable
❑ You will return the equipment to the leasing company according to the terms and
conditions of your lease agreement.
10 CSA will return the equipment to the leasing company per Section 2 below.
❑ You will retain the equipment.
If so, will the equipment remain under a CSA Maintenance Agreement?
Yes ❑ If yes, under an Existing Contract ❑ or New Contract ❑ No ❑
❑ CSA will pick up the equipment for Trade In.
Return Authorization
Please select one:
❑ Trade -In
Please note that any applicable trade-in credit is reflected in the periodic lease
payments or purchase price as specified in the Agreement
EnunxNDJ_C2nMugfi ❑ Good Working Condition ❑ As is condition
Q Return Equipment to selected Leasing Company
® Canon Financial Services
❑ Return Equipment to CSA, original order Date
Page 1 of
I Buy-out Reimbursement
$ to be paid under the circumstances described in
Section 1 below.
Payable to: ❑ You ❑ Canon Financial Services, Inc.
Reason for check issuance:
List the leasing company and lease number associated with any lease upgrade or buy-out.
Leasing Company Name Lease Number
CFS 001-0638482-005
Pick-up Information:
0 Same Date as Delivery of Listed Items specified on the Agreement.
❑ Other Specified Date: _ I
(but no longer than 30 days after deliveryof Listed Items under Agreement)
Contact Name:
E-Mail:
Special Removal Instructions:
Return Item Meter Equipment location, If Contact Name & Alt Pick
Code Code Description Serial # Readln different than above Phone Email up Date
UGTR 5559B003 IRADVC5250 JM019094 241532 307WU WA 98926 ANUML ENSBURG LISH509. 62 7520LL ellshia harvill®co.kitdtas wa.us
[�ReturnCocles: Trade-In:TRD Return to CFS:R-CFS Return to CSA:R-CSA
You have agreed to acquke from GSA certain Listed Items pursuent to the Agreement By your signature below, you agree to supplement the terms of the Agreement as follows:
1- If Buy Out Refmbufsameni Is selected: The Buy -Out Reimbursement indicated above will be paid direc* to the designated party by CSA upon installation and fasting of the Listed Items and payment
to CSA (by you w by the Lea0lg Company) of the purchase price far the Listed Trams. The Buy -Out Reimbursement will be pall for the sole purpose of reimbursement of early termination charges or Coos
and associated expenses payable for (a) early termination of the tease of the Trade-in or Return Equip;nant or for other equipment being regtaond by the Listed Ilam under the Agreement, (h) refinancing
Vie lease of other equipment or (c) preparation of the site for instatHaton of Listed Items. You acknowledge and agree that CSA's IIInandel obligader Is 11mited to the Buy -Out Reimbursement amount, and
that you are responsible far any other obligations, including any charges which are not covered by the Buy -Out Reimbursement
2. If Trade -In Equipment at Ratum to Leasing Company is selected: You hereby auahonza CSA io pick up the Tradedn or Return Equipment listed above. Yau agree to pay CSA's remover charges if,
on the dale specdiad above. the Trade-in or Return Equipment is unavailable for pickup and removal through no fault of CSA- Trade-in Equlpment shall be conveyed to CSA, and (a) you represent lhat CSA
will receive good and marhelable title to each unit of Trade-in Ergglpment. frea and clear of any and all liens and leasehold interests, (b) you warrant that the Trade -In Equipment will be doWered to CSA
(unless spea tied above that the trade-in Is on an 'As fs' basis) in good working coridilion, reasonable wear and tear excepted, and (c) you shall make the Trade -In Equipment available for pickup by CSA
on lira relevant date specified above. If you breach or fall to comply 0b any of the. foregoing, CSA may, without fimting its other remedies under appllcabie law, return the Trade -In Equipment to you (at
y,tt, return and the orghral p-lekup) and rescind, or require you to refund to CSA, promptly upon reeelpt or CSR's invoice, the full amount of any Vade-In credit reflected in fire Agreement
(+� SI CAir,st the Fair marker value of such Trade in Equlpmenl, as datarmkned by CSA). RaWm Equipment shall>fe shipped to the Using Company spao[isd above, and CSA's solo obT}gation
,t t • •. y ;: •lisonabie efforts 10 pick-up and remove the Return Equipment and to ananga, on your behalf and al CSR's exp9ase and nsk (but only to the extent of obvious damage in transit),
t;;r +•�:: r' cum Equipment to ore Leasing t;.amlpany You acknowledge that additional charges for supplies, media, excess usage, etc-, wfif be invoiced to you, and you shall be responsible
for all invoices due and r,wing up to and including the date such Trade-in equipment or Return Equipment is received by CSA
3; PA gdae that the hard drrvefs) on the Equipment, including attached devices, may retain Images, content or Oat data that you may slore for purposes of normal operation of the
Elam it a You acknowledge that CSA is not storing Data on behalf of you and that exposure or access to the Data by CSA, if any, is purely incidental to the services performed by CSA. Neither
C$A n any of r) Ie.aHillates has an obligation to erase or overwrite Data upon Your return of the Equipment to CSA or any leasing company. You are solely responsible for: (t) your compliance with
a¢on tit law .rr, I.
�Lrequtrenveits pertaining to data privacy, storage, security, retention and protection; and (it) all decisions related to erasing or overwriting Data. The terms of this section shall solely
g t , m :?rr;t fhstendNg that any provisions of+his ,lgreemufil or any separate confidentiality or data security or other agreement now or hereafter entered into between you and CSA could be
canatrts m ,rlr u 13
TVNV ;A QM MJALL BECOME ESF IVE HE $A Tt S THE A BECOME EFFECTIVE IN ACCORDANCE WITH THE TERMS THEREOF. EXCEPT AS
s4'i�fal?L(_N T.20,1-j1�RE$Y THE ACRE EI�fT ALL REMAIN HANGED LL FORCE AND EFFECT
Customer's Authorized Signal ure �q
Printed Name Title �v�r Date _V 2--J� v_r
SLS-004B April 2019 A
Phone: