CONTRACT 5550B Amendment CLOSED Agreement No. 5550B
ACQUISITION AGREEMENT LEASE OR PURCHASE
CANON SOLUTIONS AMERICA S0769409.06
Canon Solutions America, Inc. ("CSA")
One Canon Park, Melville, NY 11747
(800)613-2228
Salesperson Mark Leestma Order Date: 7 / 11 / 2018
Customer("you"): Customer Account: Ship To: Customer Account: 1602618
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Company:CITY OF EL SEGUNDO Company: CITY OF EL SEGUNDO
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................. ............_____.-.-..
Address:350 MAIN ST. -CITY CLERK'S OFFICE Address: 350 MAIN ST CITY CLERK
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City: EL SEGUNDO County:LOS ANGELES City: EL SEGUNDO County: LOS ANGELES
State:CA Phone 90245 Zip: ._._.. ................................................_............................_...................._,
#: 310.524.2306 State: CA Zip: 90245-3813 Phone#: 310.524.2306
Contact:LILT SANDOVAL Fax#: Contact: LILL SANDOVAL Fax#:
Email:Isandoval@elsegundo.org Email: Isandoval@elsegundo,org
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Yi Lease or Purchase:
You agree to lease the items listed below or in any addendum(s)to this Agreement from the Leasing Company identified below,at the fixed periodic
lease payments indicated below or in any addendum(s)to this Agreement and for the fixed term specified in the lease agreement between you and
the Leasing Company. Delivery to you of the items specified is contingent on you signing a lease agreement with the Leasing Company.
Canon Financial Services, Inc. ❑ Other (Name of Leasing Company):
❑ You agree to purchase the items listed below or in any addendum(s)to this Agreement,for the purchase price specified.
The"bill to"for the items listed is the Leasing Company or you,depending on which box is checked above.
PLEASE PRINT
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Item Periodic Lease
Code Product Description Qty Unit Price Payment or
Purchase Price
1191 CO18 IMAGERUNNER ADVANCE C75651 II 1 $ 514.25
1348V957 CONVENIENCE STAPLER-A1 1 Included
............................................................ ..................
0124CO03 STAPLE FINISHER42 1 Included
0126CO01 2/3 HOLE PUNCHER UNIT-A1 1 - Included
0166CO07 SUPER G3 FAX BOARD-AS2 1 Included
1972VO73 ESP NEXT GEN PCS POWER FILTER(120V/20A) XG-PCS-20D 1 Included
...._.._....wwww....-..,........W W W W W. ..__.._._._._.._._......................
3133V962 INSTALL PAK C75651 1 Included
2368V120 MID VOLUME CONNECTIVITY 30+PPM UP TO 79PPM 1 Included
Payment Terms Other Requirements Subtotal from 0.00
Supplemental Addendum
❑ Check with Order Check# El P.O. Required Subtotal $ 514.25
❑ Net 30 P.O.# Delivery/Install
Lease ❑ Tax Exempt Sales Tax
❑ Other
(Attach Certificate) Total
❑ Credit Card: ❑ Customer Declines Deposit 0.00
Requires submission of secure credit card authorization form. Equipment Maintenance Balance Due
Shipping Instructions Customer Delivery Information Customer IT Contact Information
Ship Via: ..................... Name LILI SANDOVALEmail lsandovaI@),eJsequndo.orq This individual may be contacted for
Hours of Operation 9-5 ......... .
310.524.2306 Earliest Da network connectivity,
Phone
to for Delive / I 018 Name LILI SANDOVAL
Number of Steps 0
Elevator Yes ❑ No[?) Phone 310.524
.
Special Delivery/Installation Instruction 306
Email 110.52 .2_@elsequndo orq
Loading Dock Yes ❑ No[?]
BY YOUR SIGNATURE BELOW,YOU A 'I 'E TO LEASE OR PURCHASE,AS SPECIFIED ABOVE,THE ITEMS LISTED ABOVE OR IN ANY ADDENDUM(S)TO THIS
AGREEMENT YOU ACKNOWLEDGE EI'PT •A COPY OF THIS AGREEMENT,CONSISTING OF TWO PAGES INCLUDING THIS FACE PAGE THE ADDITIONAL
TERMS AND CONDITIONS ON PAGE:� --RE DUM(S)HERETO ARE INCORPORATEf)A D MADE PART OF THIS AGREEMENT.
Customer's Authorized Signature17.19
,) :?z * ' Title c". "
Printed Name to
SLS-004 March 2018 CSA
ADDITIONAL TERMS AND CONDITIONS Agreem VWANOMIS
These are the additional terms and conditions referred to on the face page to which they are behalf and that exposure or access to the Data by CSA,if any,is purely incidental to the
attached.Such face page and addendum(s),collectively with these terms and conditions,the services performed by CSA Neither CSA nor any of their affiliates has an obligation to erase
"Agreement" or overwrite Data upon your return of the Equipment to CSA or any leasing company.You
1. LEASE OR PURCHASE PRICE AND PAYMENT.You agree to lease or purchase the are solely responsible for:(i)your compliance with applicable law and legal requirements
units of equipment and supplies(the"Equipment")and licenses of application software with pertaining to data privacy,storage,security,retention and protection;and(ii)all decisions
separate support contracts(the"Listed Software"and,together with the Equipment,the related to erasing or overwriting Data Without limiting the foregoing,you should,(a)enable
"Listed Items"),in each case as indicated on the face page hereof or in any addendum(s) the Hard Disk Drive(HDD)data erase functionality that is a standard feature on certain
hereto.(a)If purchasing the Listed Items,the total purchase price specified in the Agreement, Equipment and/or(b) prior to return or other disposition of the Equipment,utilize the HDD(or
including sales taxes and delivery/installation charges,is due and payable in accordance with comparable)formatting function(which may be referred to as"Initialized All Data/Settings"
the payment terms of this Agreement.(b)If leasing the Listed Items,CSA shall sell the Listed function)if found on the Equipment to perform a one pass overwrite of Data or,if you have
Items to the Leasing Company subject in all respects to the warranty limitations and higher security requirements,you may purchase from CSA at current rates an appropriate
disclaimers and limitations of liability in this Agreement.You shall enter into a lease option for the Equipment,which may include(x)an HDD Data Encryption Kit option which
agreement with the Leasing Company providing,in addition to such terms and conditions as disguises information before it is written to the hard drive using encryption algorithms,(y)a
the Leasing Company shall require,for fixed periodic lease payments indicated herein over a HDD Data Erase Kit that can perform up to a 3-pass overwrite of Data(for Equipment not
fixed lease term as specified in the lease agreement,Delivery/installation charges,if containing data erase functionality as a standard feature), or(z)a replacement hard drive(in
separately itemized in this Agreement,are due and payable in accordance with the payment which case you should property destroy the replaced hard drive),The terms of this Section 3
terms of this Agreement You are responsible for payment of sales or use taxes on monthly shall solely govern as to Data,notwithstanding that any provisions of this Agreement or any
rentals if applicable,even if not specified in this Agreement, separate confidentiality or data security or other agreement now or hereafter entered into
(c)In addition to the amounts shown in this Agreement,you shall pay CSA's rates for any between you and CSA could be construed to apply to Data.
special rigging for delivery and installation when CSA notifies you of in advance,subject to 4. SECURITY;LATE PAYMENT.As security for the payment of all amounts due to CSA,
your approval (d)CSA will,at no additional charge,install all Equipment in accordance with you hereby grant to CSA a security interest in the Listed Items.To the extent permitted by
its normal practices and requirements. Maintenance and any other post-installation support applicable law,you hereby authorize CSA to file with the appropriate governmental
of Equipment,is not covered by this Agreement,and will only be provided by CSA if a authorities any and all financing statements necessary to evidence or perfect CSA's security
separate maintenance agreement is entered into and to the extent provided therein.(e) interest in the Listed Items . Without limiting any of CSA's right and remedies under
Installation/Implementation of Listed Software may be at an additional charge except to the applicable law,if payments are late,you shall pay the actual and reasonable costs and
extent included as a Listed Item,and may be conditioned on a separate statement of work or expenses of collection incurred by CSA,including the maximum attorney's fees permitted by
other document covering the scope and schedule of installation/implementation,configuration law and CSA may charge you and you agree to pay,a late charge equal to the higher of five
options,responsibilities of each party,and other matters,which shall solely govern as to the percent(5%)of the amount due or$10 as reasonable collection fees,not to exceed the
matters covered therein Additional charges may apply for work beyond the initial scope maximum amount permitted by law
described in such separate document(f)Support for Listed Software is provided directly by 5. WARRANTY OF BUSINESS PURPOSE.You represent and warrant that that the Listed
the respective developers thereof and as set forth in each developer's applicable separate Items will not be used for personal,family or household purposes
support contract,and is not provided by CSA under this Agreement except as expressly 6. LIMITATION OF LIABILITY.CSA SHALL NOT BE LIABLE FOR INJURY OR DAMAGE
provided herein Support for Listed Software may require separate purchase by you of a EXCEPT TO THE EXTENT CAUSED BY CSA'S NEGLIGENCE OR WILLFUL
support contract,unless included under this Agreement as a Listed Item The terms of MISCONDUCT.CSA SHALL NOT BE LIABLE FOR EXPENDITURES FOR SUBSTITUTE
support contracts for Listed Software are available from the developers,or will be provided to EQUIPMENT,LOSS OF REVENUE OR PROFIT,LOSS,CORRUPTION OR RELEASE OF
you by CSA upon request.Notwithstanding any provision in the support contract to the DATA,FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS,STORAGE CHARGES
contrary,it shall automatically renew on an annual basis,subject to a price increase after the OR INCIDENTAL,SPECIAL,PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT
initial term (g)CSA shall make available to you from time to time upgrades and bug fixes for OF OR IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE LEGAL
the Listed Software,but:(i)only if such upgrades and bug fixes are provided to CSA by the THEORY ON WHICH THE CLAIM IS BASED AND EVEN IF CSA HAS BEEN ADVISED OF
developers of such software,(ii)availability of upgrades and bug fixes may be at additional THE POSSIBILITY OF SUCH DAMAGES
charge unless covered by separate support contract purchased by you,and(iii)installation of 7. CHOICE OF LAW AND FORUM.THIS AGREEMENT AND ALL CLAIMS,DISPUTES
such upgrades and bug fixes by CSA if requested by you shall be at additional charge You AND CAUSES OF ACTION RELATING THERETO,WHETHER SOUNDING IN CONTRACT,
are not required to use CSA for installation of either Listed Software or for any upgrades and TORT OR STATUTE,SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
bug fixes,but if installation is done by anyone other than CSA,CSA shall have no WITH THE LAWS OF THE STATE OF NEW YORK,YOU CONSENT TO THE EXCLUSIVE
responsibility for any performance or other issues that may result from such installation. CSA JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED WITHIN
shall also use reasonable efforts to provide Level 1 support for the Listed Software for so long THE CITY OF NEW YORK UPON SERVICE OF PROCESS MADE IN ACCORDANCE WITH
as a CSA maintenance agreement for the related Equipment remains in effect,except that for THE APPLICABLE STATUTES AND RULES OF THE STATE OF NEW YORK OR THE
certain Listed Software,Level 1 support shall be provided only if and so long as a separate UNITED STATES ANY AND ALL SUITS YOU COMMENCE AGAINST CSA,WHETHER OR
software support contract for such Listed Software from the developer thereof is in effect NOT ARISING UNDER THIS AGREEMENT,SHALL BE BROUGHT ONLY IN THE STATE
Level 1 support consists of (i)providing help-line telephone assistance in operating the OR FEDERAL COURTS LOCATED WITHIN THE CITY OF NEW YORK YOU HEREBY
Listed Software and identifying service problems and attempting to troubleshoot any such WAIVE OBJECTIONS AS TO VENUE AND CONVENIENCE OF FORUM,ANY SUIT,
problems in the Listed Software;(ii)escalating operating problems to the available developer OTHER THAN ONE SEEKING PAYMENT OF AMOUNTS DUE HEREUNDER,SHALL BE
of the Listed Software as needed to rectify such problems,including facilitating contact COMMENCED,IF AT ALL,WITHIN ONE(1)YEAR OF THE DATE THAT THE CLAIM
between you and the developer of the Listed Software as necessary;and(iii)maintaining a ACCRUES.THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY
log of such problems to assist in tracking the same. (h)If you acquired Uniflow,an SUIT BETWEEN THEM,
authorized CSA representative may receive a print usage report for business reviews.(i)CSA 8. GENERAL.This Agreement shall be binding on you upon your signature and on CSA
reserves the right to withhold shipment of the Listed Items(i)until you make full payment of upon the delivery of any of the Listed Items.All provisions of this Agreement including Section
the total price specified in this Agreement or if CSA revokes any credit extended to you 3,which by their nature can be construed to survive the expiration or termination of the
because of your failure to pay any amounts when due or for any other reason affecting your Agreement shall so survive.This Agreement,together with any related CSA credit application,
creditworthiness,or(ii)until you enter into a lease agreement with the Leasing Company and constitutes the entire agreement between the parties with respect to the furnishing of the
the Leasing Company commits to full payment of the purchase price agreed to between CSA Listed Items,superseding all previous proposals and agreements,oral or written.No lease
and the Leasing Company.If at any time prior to shipment,CSA discovers any mistake in agreement entered into between you and the Leasing Company with respect to any Listed
pricing or Equipment configuration for any Listed Item(s),CSA reserves the right to notify you Items shall be binding on CSA in any respect or affect your rights or CSA's obligations
of the mistake in writing,and such notification will constitute the non-acceptance of this hereunder,Any purchase order utilized by you shall be for your administrative convenience
Agreement by it with respect to such Listed Items without liability only,and any terms therein which conflict with,vary from or supplement the provisions of this
2. LIMITED WARRANTY.All Canon and Oce brand Equipment is provided with a Agreement shall be deemed null and void.No representation or statement not contained on
manufacturer's end user limited warranty from Canon USA,Inc.CSA is an authorized Canon the original of this Agreement shall be binding upon CSA as a warranty or otherwise,nor
service dealer and provides warranty service under the Canon USA limited warranties. All shall this Agreement be modified or amended except by a writing signed by you and a
other Listed Items are provided subject to such end user warranties and license terms as are designated representative of CSA.If a court finds any provision of this Agreement(or part
provided by the manufacturer or developer as packaged or otherwise provided with the Listed thereof)to be unenforceable,the remaining provisions of this Agreement shall remain in full
Items. CSA shall upon your request provide to you copies of all such end user warranties force and effect.This Agreement shall not be assignable by you without CSA's prior written
and license SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, consent,and any attempted assignment without such consent,which shall not be
EXPRESSED OR IMPLIED,INCLUDING ANY IMPLIED WARRANTIES REGARDING unreasonably withheld,shall be void;except that you may,as described above,assign to
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,RELATING TO THE your leasing company your right to acquire the Listed Items and your warranty rights
USE OR PERFORMANCE OF THE LISTED ITEMS,AND ALL SUCH OTHER hereunder,but your other rights hereunder,are not assignable to the leasing company and
WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. YOU EXPRESSLY such assignment shall not relieve you of any of your obligations hereunder.You expressly
ACKNOWLEDGE THAT SUCH WARRANTIES DO NOT ASSURE UNINTERRUPTED disclaim having relied upon any representation or statement concerning the capability,
OPERATION AND USE OF THE LISTED ITEMS, condition,operation,performance or specifications of the Listed Items,except to the extent
3. DATA.You acknowledge that the hard drive(s)on the Equipment,including attached set forth on the original of this Agreement You agree that CSA may accept an electronic
devices,may retain images,content or other data that you may store for purposes of normal image of this Agreement as an original,and that electronic copies of your signature will be
operation of the Equipment("Data").You acknowledge that CSA is not storing Data on your treated as an original for all purposes
SLS-004 March 2018 CSA Page 2
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Agreement No. 5550B
ACQUISITION AGREEMENT
CANON SOLUTIONS AMERICA ADDENDUM
Canon Solutions America, Inc.("CSA")
One Canon Park, Melville, NY 11747
(800)613-2228
� Related Acquisition Agreement Number:
S0769409
Customer:
City of EI Segundo
Street address: City: State: Zip:
i
350 Main Street City Clerk EI Segundo CA 90245-3813
Description: (' Term:
1),i„macgeRUNNER Advance C75651V2 60 Months
Equipment !
WHEREAS, Canon Solutions America, Inc. ("CSA"), and the above-described Customer ("You") have determined that it is in
their mutual benefit to enter into this Acquisition Agreement Addendum ("Addendum") to the above-described Acquisition Agreement
("Agreement"). All capitalized terms used below that are not defined in this Addendum shall have the meanings set forth in the Agreement.
NOW,THEREFORE,for good and valuable consideration, intending to be legally bound,the parties hereby agree as follows:
1) Anything in the Agreement to the contrary notwithstanding, and subject to all of the terms and conditions set forth in this Addendum,
the terms and conditions of the Agreement shall be modified as follows:
a. Section 7. Replace: "THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK. YOU CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR
FEDERAL COURT LOCATED WITHIN THE CITY OF NEW YORK UPON SERVICE OF PROCESS MADE IN ACCORDANCE WITH
THE APPLICABLE STATUTES AND RULES OF THE STATE OF NEW YORK OR THE UNITED STATES. ANY AND ALL SUITS
COMMENCED BY YOU AGAINST CSA,WHETHER OR NOT ARISING UNDER THIS AGREEMENT AND REGARDLESS OF THE
LEGAL THEORY UPON WHICH SUCH SUITS ARE BASED,SHALL BE BROUGHT ONLY IN THE STATE OR FEDERAL COURTS
LOCATED WITHIN THE CITY OF NEW YORK."
With: "THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK. IN THE EVENT OF A DISPUTE BETWEEN THE PARTIES ARISING FROM THE PERFORMANCE OF THIS
AGREEMENT OR OTHERWISE, REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH DISPUTE IS BASED,
JURISDICTION AND VENUE SHALL REST AS FOLLOWS: (a) IF CSA BRINGS AN ACTION AGAINST YOU, IT WILL BRING
SUCH ACTION IN THE STATE AND/OR FEDERAL COURTS IN THE STATE OF CALIFORNIA UPON SERVICE OF PROCESS
IN ACCORDANCE WITH THE APPLICABLE STATUTES AND RULES OF THE STATE OF CALIFORNIA OR THE UNITED
STATES; (b) IF YOU BRING AN ACTION AGAINST CSA, YOU WILL BRING SUCH ACTION IN THE STATE AND/OR FEDERAL
COURTS IN THE STATE OF NEW YORK UPON SERVICE OF PROCESS IN ACCORDANCE WITH THE APPLICABLE STATUTES
AND RULES OF THE STATE OF NEW YORK OR THE UNITED STATES."
2) It is expressly agreed by the parties that this Addendum is supplemental to the Agreement, and that the provisions thereof, unless
specifically modified herein, shall remain in full force and effect and shall apply to this Addendum as though they were expressly set
forth herein.
3) In the event of any conflict or inconsistency between the provisions of this Addendum and any provisions of the Agreement, the
provisions of this Addendum shall in all respects govern and control.
IN WITNESS WHEREOF,the parties have caused this Addendum to be executed on the date set forth below.
Canon Solutions America, Inc. City of EI S
By: By:71
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Name: 444tS
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Title:
Date: Date:
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SLS-004 Acquisition Agreement Addendum March 2018 CSA