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HomeMy Public PortalAbout078-2013 - Purchasing - Canon Solutions America - Maintenance fAGREEMENT THIS AGREEMENT made and entered into this 20day of , 2013, and referred to as Contract No. 78-2013 b and between the City of Richmond-� y ry , ana, a municipal corporation acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City") and Canon Solutions America, 300 Commerce Square Boulevard, Burlington, NJ, 08016 (hereinafter referred to as the "Contractor"). SECTION 1. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide services in connection with maintenance of three (3) Canon copiers (Model Numbers: IR5065, 1R3035, and IR3030) all of which are located in the Richmond Municipal Building located at 50 North 50s Street in Richmond, Indiana. Certain requests for quotes were made on April 29, 2013 which quotes are on file in the office of the Director of Purchasing. The response of Contractor to said request for quotes is attached hereto as Exhibit A, which Exhibit is dated May 9, 2013, consists of two (2) pages, and is also hereby incorporated by reference and made a part of this Agreement. Should any provisions, terms, or conditions contained in any of the documents attached hereto as Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the provisions, terms, or conditions of this Agreement, this Agreement shall be controlling. The Contractor shall furnish all labor, material, equipment, and services necessary which are incidental to the proper completion of all work specified. No performance of services shall commence until the fallowing has been met: 1. The City is in receipt of any required certificates of insurance and/or warranties; 2. The City is in receipt of any required affidavit signed by Contractor in accordance with Indiana Code 22-5-1.7-11(a)(2); and 3. A purchase order has been issued by the Purchasing Department. SECTION fl. STATUS OF CONTRACTOR Contractor shall be deemed to be an independent contractor and is not an employee or agent of the City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the work. SECTION III. COMPENSATION City shall pay Contractor a total sure not to exceed Four Hundred Fifty-four Dollars and Fifty Cents ($454.50) per quarter for complete and satisfactory performaance of the work required hereunder. SECTION IV. TERM OF AGREEMENT This Agreement shall become effective upon complete execution of this Agreement and shall continue in effect until May 31, 2014. Contract No. 78-2013 Page 1 of 5 Notwithstanding the term, of this Agreement, City may terminate this Agreement in whole or in part, for cause, at any time by giving at least five (5) working days written notice specifying the effective date and the reasons for termination which shall include but not be limited to the following: a. failure, for any reason of the Contractor to fulfill in a timely and proper manner its obligations under this Agreement; b. submission by the Contractor to the City of reports that are incorrect or incomplete in any material respect; c. ineffective or improper use of funds provided under this Agreement; d. suspension or termination of the grant funding to the City under which this Agreement is made; or e, unavailability of sufficient finds to make payment on this Agreement. In the event of such termination, the City shall be required to make payment for all work performed prior to the effective date by Contractor, but shall be relieved of any other responsibility herein. This Agreement may also be terminated by either the City or the Contractor, in whole or in part, by mutual Agreement setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. SECTION V. INDEMNIFICATION AND INSURANCE Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or property or any other claims which may arise from the Contractor's conduct or performance of this Agreement, either intentionally or negligently; provided, however, that nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set forth below which may arise out of or result from the Contractor's operations under this Agreement, whether such operations by the Contractor or by any sub- contractors or by anyone directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may be held responsible. Coveraee Limits A. Worker's Compensation & Statutory Disability Requirements B. Employer's Liability $100,000 C. Comprehensive General Liability Section 1. Bodily Injury $1,000,000 each occurrence $2,000,000 aggregate Section 2. Property Damage $1,000,000 each occurrence D. Comprehensive Auto Liability Page 2 of 5 Section I. Bodily Injury Section 2. Property Damage $1,000,000 each person $1,000,000 each occurrence $1,000,000 each occurrence E_ Comprehensive Umbrella Liability $1,000,000 each occurrence $1,000,000 each aggregate SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall, before commencing work under this Agreement, provide the City a certificate of insurance, or a certificate from the industrial board showing that the Contractor has complied with Indiana Code Sections 22-3-2-5, 22-3- 5-I and 22-3-5-2. If Contractor is an out of state employer and therefore subject to another state's worker's compensation law, Contractor may choose to comply with all provisions of its home state's worker's compensation law and provide the City proof of such compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law. SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility status of all newly hired employees of the contractor through the Indiana E—Verify program. Contractor is not required to verify the work eligibility status of all newly hired employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation within the thirty (30) day period provided above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement will be terminated. If the City determines that terminating this Agreement would be detrimental to the public interest or public property, the City may allow this Agreement to remain in effect until the City procures a new contractor. If this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages_ SECTION VIII. IRAN INVESTMENT ACTIVT M Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in investment activities in Iran. In the event City determines during the course of this Agreement that this certification is no longer valid, City shall notify Contractor in writing of said determination and shall give contractor ninety (90) days within which to respond to the written notice. M the event Contractor fails to demonstrate to the City that the Contractor has ceased investment activities in Iran within ninety (90) days after the written notice is given to the Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In the event the City determines during the course of this Agreement that this certification is no longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of the ninety (90) day period set forth above. SECTION DL PROHIBITION AGAINST DISCRIMINATION A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting on behalf of Contractor or any sub -contractor shall not discriminate against any employee of applicant for employment to be employed in the performance of this Agreement, with respect to hire, tenure, terms, Page of conditions or privileges of employment or any matter directly or indirectly related to employment, because of race, religion, color, sex, disability, national origin, or ancestry. B_ Pursuant to Indiana Code 5-16-6-1, the Contractor agrees: 1. That in the hiring of employees for the performance of work under this Agreement of any subcontract hereunder, Contractor, any subcontractor, or any person acting on behalf of Contractor or any sub -contractor, shall not discriminate by reason of race, religion, color, sex, national origin or ancestry against any citizen of the State of Indiana who is qualified and available to perform the work to which the employment relates; 2. That Contractor, any sub -contractor, or any person acting on behalf of Contractor or any sub -contractor shall in no manner discriminate against or intimidate any employee hired for the performance of work under this Agreement on account of race, religion, color, sex, national origin or ancestry; 3. That there may be deducted from the amount payable to Contractor by the City under this Agreement, a penalty of five dollars ($5.00) for each person for each calendar day during which such person was discriminated against or intimidated in violation of the provisions of the Agreement; and 4. That this Agreement may be canceled or terminated by the City and all monies due or to become due hereunder may be forfeited, for a second or any subsequent violation of the terms or conditions of this section of the Agreement. C. Violation of the terms or conditions of this Agreement relating to discrimination or intimidation shall be considered a material breach of this Agreement. SECTION X. RELEASE OF LLABILITY Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents of the same from all liability for negligence which may arise in the course of Contractor's performance of its obligations pursuant to this Agreement. SECTION XI. MISCELLANEOUS This Agreement is personal to the parties hereto and neither party may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other party. It shall be controlled by Indiana law and shall be binding upon the parties, their successors and assigns. It constitutes the entire Agreement between the parties, although it may be altered or amended in whole or in pet at any time by filing with the Agreement a written instrument setting forth such changes signed by both parties_ This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and suit arising under this Contract, if any, must be filed in said courts. The parties specifically agree that no arbitration or mediation shall be required prior to the commencement of legal proceedings in said Courts. Any person executing this Contract in a representative capacity hereby warrants that he has been duly authorized by his a her principal to execute this Contract. Page 4 of 5 In the event of any breach of this Agreement by Contractor, and in addition to any other damages or remedies, Contractor shall be liable for all costs incurred by City due to the enforcement of this Agreement, including but not limited to City's reasonable attorney's fees, whether or not suit is filed. In the event that an ambiguity or question of intent or a need for interpretation of this Agreement arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the day and year first written above, although signatures may be. affixed on different dates. `°CITY" THE CITY OF RICHMOND, 1NDIANA by and through its Board of Public Works and Safety fz;g�. By: �1. Vicki Robinson, President By: Dian Lawson, Member Date: AI'PRO Uarah L. Hutton, yor Date:,____ "CONTRACTOR" CANON SOLUTIONS AMERICA 300 Commerce Square Boulevard Burlington, NJ 08016 By: "� 210� U V L) - Title: Date: Page 5 of 5 E-Verify Affidavit Pursuant to Indiana Code 22-5-1.7-11, the Contractor entering into a contract with the City is required to enroll in and verify the work eligibility status of all its newly hired employees through the E-Verify program. The Contractor is not required to verify the work eligibility status of all its newly hired employees through the E-Verify program if the E-Verify program no longer exists. The undersigned, on behalf of the Contractor, being first duly sworn, deposes and states that the Contractor does not knowingly employ an unauthorized alien. The undersigned further affirms that, prior to entering into its contract with the City, the undersigned Contractor will enroll in and agrees to verify the work eligibility status of all its newly hired employees through the E-Verify program. (Contractor): By (Written Sigr (Printed Name): (Title): 1mpor tant - Nolar-y Si tore card Seal Required in the Space Below STATE OF NEW Yorc.Y-- SS: COUNTY OF 5 u r-r— 4 U lt- Subscribed and sworn to before me this 27-j' day of , 20ja_. -- My commission expires: 031 f 1 h'o►i (Signeu l= Residing in S� 4-411L- County, State of_V ,.j,. MARIA C. KALISH NOTARY PUBLIC STATE OF NEW YORK NO.01 KA6001209 QUALIFIED IN SUFFOLK COUNTY COMMISSION EXPIRES 03 tR Zp4ll AFFIDAVIT Employment Eligibility Verification Required by Indiana Code § 22-5-1.7-11 1. Contractor affirms that Contractor does not knowingly employ an unauthorized alien 2. Contractor affirms under the penalties of perjury that it has enrolled and is participating in the E-Verify program. Contractor is not required to participate should the E-Verify program cease to exist. 3. Contractor agrees to provide documentation demonstrating that Contractor has enrolled and is participating in the E-Verify program. 4. HHC may terminate for default if Contractor fails to cure a breach of this provision no later than thirty (30) days after being notified. I affirm, under the penalties for perjury, that the foregoing representations are true L • �7-13 Date Company Name (please print) EXHIBIT PAGE- (OF Canon IMAINTENANCE AGREEMENT CMQN$XUMW&MMr` Related Acquisition Agreement # Carron Solullorls America, Inc. ('CSA`) One Canon Party, Melville, NY 11747 (600) 613-2228 Salesaerson Jeff Homan C Order Date: 7 f 1 ! 1 3 Customer Account: City of Richman MENEMNCompany: City of Richmond , CustamgrAccowit CityofRlchmon Company: Clty of Richmond Address; 50 N 5th St Address; 50 N 5th St city: Richmond Count};. Wayne city: Richmond County. Wayne State: IN zip: 47374 Phone#765-983-721 State; IN zip: 47374 Phones: T55-983,72 contact Vicki Robinson Fax!{: . Contact Vtckt Robinson Fax Email: vrobinSOn riehmondindialla. ov g For each unEcrEqulym+intll&rod. you itsilt111sfCbtoapodRts:uttad8ndlxalianGt ddferoAt than above to lro laLl0 bdaw wina Addandran tothiMA DraamcaL . • MalritaiiiiiiCe:B Il18"IEtitl' :.;:=rr:;'�"" •. ,".=` :':. • '-'rPa,R--"'ISliiadt ..:•�; `; ': ",tglut'ur:T3A�d{C81iacllntlhQ tC6tfs:•'- :. Baas Charge: CSA Q Oanon FlnancSm Services, Inc, ("CFS'} (--I Yoe t♦Mo peg tmagaWARE Remale uaMasr oared In able balwv' W = aManage webMar For image Charge: CSA ❑ Cann Financial Sorvlcoa, fno. I'CFT) :BacrGhar o'61lIItY c ct8•=.'' . 1rt11[aiSctrrC_:: ; ` ".' sayer d"Alriri' ";' © Monhy nosgdedy ©Other 12 Manlh: (min. 12) if adding the FAUPmonl Wow to wdoung For Unit © Nv Q n Aggragato, provide either it contract # Aggragats a a<sedalM.url6arA eta .. 1=xcoss�pbrlrhage�ahai�:811 It1�,CYFlo� 1?rt�e Pros; . ' CoriisuriYafalea lrict'ua kte Q Monthly �sSuenarly �Okher Standard Q Fixed Ton.; feWudav dear) []war— Model Seffal # 000ut tat N.ad 0 Start Meter S & W Color torOw trars<r rila4i Maar SWV^011=09Rim Covered images per unit or f €eet Included In Base Charge NI aagmaoleirnrgaa ahmddoeasted par uat, B & W Color ,x Per linage Charge in excesa of Covered images B & W Color Hasa Charge per unit or Fleet AOemate Meter Method` IR 5065 25 55 $0.0075 $1b7.50 contact I Fax W. Equipment Location: 50 N Sth St. Richmond, IN 47374 Emaif Address: iR 3035 1 MUP0038 1 113,600 1 1$0.012 162.00 Contact Phone # Fax #: Equipment Location: 50 N 5th St. Richmond, IN 47374 Email Address: A 3030 MUF00516 7 g0{t $0.014 $105.00 Contact Phone # Fax# Equi-entLOcd-: 50 N 5th St. Richmond, IN 47374 EmailAddmas: Contact. Phone #. Fax Equipment Location: Small Address: e Subtotal from Supplemental Addendum CUSTOMER SATISFACnON T-GUCY If yaa am not satisfied wilh the performance of your Carron or Oah Wend product, UPOR yaarwiltten request, C$A In Ra sale dlsaatlon ydai cwalr or rooteca she product wide a like unitwtlh sgcrfvalent dapa llUes. Poona rapleoemant, CSA have had roes opporlunky to relum the product to good working order In accordance Win 1 is lermaolthis ogreemenk_ ThispokayshelldppiyFor3,yearsfromlhadateoffnstal(aganorrortoLAtlMtermofanyCFSLease.iflonger,prdywad you aranalin default rxthtir emenLand a uchinaint.W043aMM3h4Vdrlat b0en CaddBlad4f W1ninated: SUbloW[ $454,50 TENshall Total BY YOUR SIGNATURE BELOW, YOU AGREE TO PURCHASE THE MAINTFUMM 5ERVIUtZi uvt:wrltt) Aevve. T W A—VILe— rce-1 . ur n cur r ur THIS AGREEMENT, CONSISTING OF 2 PACES INCLUDING THIS FACE PAGE. THE ADDITIONAL TERMS AND CONDITIONS ON PAGE 2 HEREOF AND IN ANY ADDENDUM(Si HERETO, ARE INCO O gTEO ANDZEZK MENT. Custanefs Aulhoni deleroura a e + PrintedNarae _ f Tlga Date `�� sER,q.23 Apr 2013 CSA EXHIBIT - PAGE 09= ADDITIONAL TERMS AND CONDITIONS Ti lase are the addi8onol lams and conditions mtormd to on the rate page to-ANchthey are attained(eiuch fare page, and any addeMum(s) none Io, COdSCavely will (no se twit and mndlCons, dw'Agreameul'). 1. TERN. Malroma—L"kr IN. Agrnament shhell$IRt w 418 daas(Die 'SLhn Dale") of inslallatlonfornexfy Mal equprleal (ndusfvo of standard erMMdsd Canon brand polwaml (ft 'Equpmant') covered under toner;nevslva stuvco For nor other rawly lavalfed Equipment, the Sl rt Dale shell De al tf4 and of lho mlercrR EgWpnwnl warranty fir 90 days from InslaYatbn, vfichaver comes first The Slod Date is staled on till Case page for all pfavioualy in place EquipniMl- (a) The Irktal tens spaaPad an th s, fwo Pago stroll ranaw for awcessrva 12 hgntl mr—al larma unless oitrer party ghts will noboo of even-mnewal al 1e8s1 SD days prior to the explraban of the thelrourrent tern. The mrIMI Cates snail W reflected on the MyLice far the first oiding cycle of the renewal period. You shall have the right to (elminala Vda Agreement daring any renewat term with 30 days advance writ€ounotlCe to CSA. 2 CHARGES, Bair charges shall as trilled In advan—W yea imageehargea, *hall De piked fnanexs. Involmyshdl Ott due and payable Kithin zo aaya orlhe imvooe dale unless a(h&whse Naloa an Ina invalm AppItcable lazes shall be added to the charges. If paymortls are hate, (I) you Slash pay the aduai and masenah(a nogN and expenses otodledlun inparod by CSA, indudfrV the mwSmum attemey's fees pmrilied bylaw and (it) CSA may Change you and you agraefo pay, a late Charge equet to five pacant (S%) of the ztl due for each bilill period or portion of a billing podad subs paymenl is delayed or $10 as reasdnable cofiedion has, nolto oxcead the MA)dmum omeunlpormiaed brim, If IN Slsndarcl Price Plan fa sa(ected Onthe face side, the slwrpea specified on the laoa Raga am stAjod in an nmual lnrrease up to 1" (ea delaminod by CSAin its sole disaabon) artier [] un each arrl€veraery of Tor scan date aril] anaein each calendar year If you Il selecfedlha Aggregate Coverage Plart Fixed Pricb fa leg shall not increase during the Ihital term If you ri" SalScaad CFS on Ina fare page as the tinting catty, your maintananea charges MAII appear on yourpaAadic leave Invo coAart3 W$h Slandard lease charges CFS wig rerM(yaur pal ofinelrwsi a Charges Is CSA upon recall (a) Camumahim Indaiiw aavtx Irekoes,a rovishril of eonsumabfes specided on the face page far oxdusivo use with (tre EgUPntont. CSA may terminate this ASmemahl if yaataeg Uw Wash.' n=I9aln a dleerant manorilill over* your yor"usalli 99da by mare Lion TD'S lYio P+!tG)adMplxiotltrer LpedMCatrxte(d(aawenYmaalFao Image oovel as datdm*naG,byCSR OSAifmy frivoled you iw aruJtox»yas bfAgd'. Yau may phutsfpsa aria;nonal Imasr horn CSA if rfiqurod dur1M the tenTL You Shell beer' All Ask of toss. Ihuft fir damage to unused mnsrunabloa, which ahall remain CSA'A pra ly and shall he returned promptly upon termination of this Agreement IL] If you flaw s leded the Fleet orAggregalo CvmAsge Plan, ft Base Cl and the Covered Imat}os shag apply to all of the EqulpmeA( ad five Schedule urdess elincrWse indicated, If spoctged on 0%lace papa thal the Listed Items era bail added Io an fad Fleet Coverage Mtn under a pmVlous agreement ba4aan you end CSA, (l *ire Alm shot ( use the lusted Items tvldef the proNous agreement, and all other a¢darm:nla forw" Ire Add In sad" Meet Option was selected, and (ill pie maiMounnoo teem for at Ualatl hems under llis Rgr!.anaeflttitaN a61Jia 9aR>P as 1)r6 maintonanoo tam for o'J ClleC itam9 under WI6vU1 jamN40 sOgrbwro W.(C)IfcpocAodanlMlacepageUwTtheUilltomsoreIlladdodto aneget rig Aggregata COVarage Plan WdK a pmhiava agrcoawrtbetauen You oral CBA, bill Ommied IM4L Os ahea Apply to all Of ft Ega'pmnrd on too Xhl West d4howso (rtkalt d,p,'uslhd WAN deco*undo[ the previous agrcemenl(d),end 41 dJw ayoemOnto for *slid* the added d) 4l ft"Jpld Cevnnsge Prod was sdl w an aggregated boiVA.IW so long as 1ho metryahfsnoe term for all such Tided items continues. (al) Urfas$ of erwiaa inalldnloa an pee face papa, you atihorizo CSA to use rmM0rke0103ILME ar(Ill EgUPMOrd Ind LeerVme(faWARE Rernole Is MLWVe so"aM" loa-arliVal0 Ill Shew Ilcensaa ardW Ermsml( use end aervieffdera Amrmuelad by the Equipment over Ill natwadt by rewna of Ors HTTPS protocol and to PI*M, 90slyAn and Use Ards dale for purposes lettered to and CSA'c nomtal t0 Smm and io aaAf00 . CSA shall ploYddl roudnn prc+ienbtm malnitilon" and wary lokoap 1hnEqutfnhnN Ingow wo(Ung order In aaoordanedvs¢it namaf Wc4''c4. Soh fates shrill,L,a•�r•ddrladdudng C.SA'a(tao61 W A:M, to S:Ofd P.srL tMrirhday umtXN kl tf. 'P(+ Ya] Of *shah EquWarilif yWrddsel It to a Pita awl Equtioni ltwoobemainIShedIn nw naevkeP. CSA may, Oil It&Opel 0) fixes no( prmidod Under His Age omont. as, and ainvoth"Worcbeywil the scePe are flat supplied by CSA and vAcf) Cause abnormally I cquort sa vloa rails orseMes p!otiemr, saMae poifnenod by perwmol oftr then CSA persanooi: aoddenl: use aide Equpmam aaih non-compabble hafdvam of sdPwmm componerda; elaCriad power mdfuwucn fir heating. coding w humility amh'rCm Condlhns; (C) detin5(sgol €-intllenallod or folocoon of Equipment (other than by CSA]; (0) rePtllta to or ma€ignmenl of EquVml and related imirl necee5ilalad by changes you made to your sIl canhguratoo or nattrak eftvnn nonl; (a) worl whie you fequep( to am perill wade of CSA's regular Dual haUr6, Or (1) nal of PAY naN'W Wsysiem oonnedion all ex0eplwheh bslod on r*fM papa S. DATA You ackeeMedge dhal IN hard ddve(al M (Me Equipment, Victualing attached devices, may mWn trnagaa, oardent or dhar date Rsat you may sA1m far purp=as of TIOM21 cpamtlon of the Equipment (80ato'). You adToWedgo that CSA is flat storing Dala on boil you and that ommure ora000sa to the Data by CSA, if any. ispueEy irTddanlsl to the saMetes performed by CSA. Ndiltler' C5A rear any Ot Their aKrbamv has M otxigPton to erase 6r overwrite Date upon your reburngf CM EgOpirtrlt In GSA a any teasiry company. Vau era lady resypnaibin for () your W91)pilar W hsi(•h dpplicah}a law and tape* tagtyremani,. pertaFfng to data prirouy, sloraga, lowkit, frifw*k+h and plelaWcw,, and (id fib aadslon srelalad la erasing or ovftVJ1 gCale- Will finadng the foregoM. you strould, prior MrHun wolher dlsposidas of the Equi 1, uellze the Hard risk bdve$rcJO] (or OrMl able] formatting funK fon taNch maybe rele rred to as 1n1t31IWJ Aft 0alaG3tringa' f ri llOn} if lound an the Equipment to perform a one pats over mils of Oam or, if you have hlgtnr soru(ty MotUfrdhorAs, you may purchase from CSA at cwmM rates aR availahle oplenfor! Ie Equipment, wdidhmay include (a) on HUD Data EnrsyP6on 401 oplienwhich disguises infannaUan before ma; wtraen to the hard ddva using nnuypgal AltprilJrpa, (b) a HOD Dam Erase 191trial can pedann up to a 3- pass cr, r Tll of lgaor (e) a replacement hard dive (nwli.ioll you should property tlbatoY the eplacedha d d1ve), The towns d lies Sectim5 she lsally govern Otto Oete, nomith-muldrtg that any previsions of this Agreement Of any separate OW11dentldily W data security, fir other agmomcnl new or horeaftWardesed the between yow and CSA Mad be mnsfrued to apply In Oala. g. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY. CSA EXPRESSLY DISCLAIMS ALL WARRANTLF.S EXPRESS OR IMPLIED INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOA A PARTICULAR PURPOSE RELATING TO THE USE OR PERFORMANCE OF THE EQU(PMENT AND SOFTWARE OR ANY METER READ COLLECTI ON METHOD PROVIDED BY CSA, YOU EXPRESSLY ACKNOWLFOGE THAT TTTE FURNISHING OF MAINi'CNANCE SERVICE UNDER THIS AGREEMENT GOES NOTASSURE UNINTERRUPTED OPERATION AND USE CF THE EOU1PMfNT, SOFTWARE DR fJrETER COLLECTION METHODS. CSA EI'WLL NOT BE LAR LE FOR PERSONAL INJURY OR PROPERTY DAMAGE EXCEPT TO THE EXTENT CAUSED BY CSA'S NEOLIGFNCE Oft WILLFUL, MISCONDUCT- CSA SHALL NOT BE LJASLC FOR E}rpENDITURES FOR SUBSTITUTE EQUIPMENT OR SERVICES. LOSS OF REVENUEOR PROFIT, LOSS OR CORRUPTION OF DATA, FAILURE TO REAL SAVINGS OR OTHER BENEFITS, STORAGE CHARGES OR OTHER INCIDENTAL, SPECIAL, PUNITIVE ORCONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF CIR INABILITY TO UGE THE EQUIPMENT, SOFTWARE OR METER COLLECTION M67({005, REGARDLESS OF THE LEGM. THEORY ON WHICH THE CLAIM I S BASED AND EVEN IF CSA HAS BEEN ADVISED OF THE PDSS€BILIT:Y OF SUCH DAMAGES. h 7. DEFAULT. You shot be in deraull of lids Atimemont yyau fail to perfomlaRy otyour dofigMlma unGG BIaA,gradmoril, IndudfAg ma jJng rwrapl r,ndllptAAd Payamm wikmdw. CSAmay yyjUilCSd Sel4lba under tisAgnlarriaMin+MaMaOf fnl?+'M 4adi anydetrquorrl payment Is rocNvod by6b`n CSA may fannil la lNs hgocmentini5{tela fir in PDA Jul dafat6w(th (Y.'dy (30)dayarq&+l (a yay, cmiess auch dcladi is ci riid by you vhtia d» tltilry (80) ley partwJ. ff an o'roMuo W ym¢nt Is df,Lpried IA t)6odfuth Kig!lh diry {�6} d$!a ater8ta due dew lhnraol, you Sell pay at undisputed amounla and promptly make a good Win effba m rasefva such dupula wire GSA in the avant of your ooreuli, CSA miry, W M W t1a(tifg Its other rights andremecdea avaiEaaie abler applcntile law and this Agmamenl, require yau(a pay all dtergasihen duo bra urpaid, f cIl !eery applicable Tale chwga; plus an aar(ymrmh adan fee equal to Ifaee(3) trees the average monthly Slung to cI lq;and arry.exmaSSdtYrf dnnugea pw SuGon 21bj. You agree thol such charges are rearerdda tlpidalcd danhagaa tar (MCI WMAr i not R penalty. 8.(iOVEMINOLAW, THIS AGREEMENTSHALLF)E.GOVERNED BY'AND CONGIRUEO IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK YOU CONSENTTO THE EXCLUSIVE JuRISOICTION AND VENUE OFANY STATE OR FEDERAL COURT LOCATED Wi7HIN THE CITY OF NEW VORKUPON SERVICE OF PROCESS MADE IN ACCORDANCE WITH THE APPI,ICAetE STATUTES AND RULES OF THE STATE OF NEW YORK OR THE UNITED STATES. ANY AND ALL SUITS COMMENCED FLY YOU AOA10ST CSA, WHETHER OR NOT kMSfNG UNDER THfS AGREEM9417AND REGARDLESS OF THE LEGAL THEORY UPON VMICH SUCH SUITS Al BASED, SHALL BE BROUGHT ONLYIN THE STATE OR FEDERAL COURTS LOCATED VgITHTNTHECITY OF NEW YORK YOU HEREBY WANE OBJECTIONS AS TO VENUE AND CONVENIENCE OF FORUM, ANY SUIT BETWEEN THE PARTIES HERETO, OTHER THAN ONE SEEKWO PAYMENT OF AMOUNTS DUE HEREUNDER, SHALL RECOMMENCED, IF AT AUL, WITHIN CNE (1) YEAR OF THE DATE THAT THE CLAIM ACCRUES, THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUIT 00-TWEEN THEM. 5. �; IAT3AORf�AIENT.TN6A9fCelmpiahallt»Jvt6n3.ht?�YaysgnahaEandupantsa Insldttlwr OT1118 EgtipThaa by CSA fir Ccrtwmeivarncitl u(tlasyabwsL-0 SeNcosil ApmementIsfrarr9nawaroftpdorrbwike�arieaagronma.meIf.for oquJoml *pmy"y fastel!m TNa Aoeaeme»tamfilisaa ate antra nnmdmar*baMrcta thof1ar1305k{ihf(�P94(to aryl asygpmares, 4Fsl arwtltton aW prnv(rra'ra ra u+e Rgrxli,el,r uxu,o»p nemah� vrlaoh cry � Oetere can tad aorta1f1J15d W kiilyiv4@sb e�frnypadtaonnYsSionplBhaAptcemdM IAail-JO P(evfva, An'! PuaM@BR afday IRamtl�tyfyalr3ht51( tlA (of ycurndrrin'atralita"oMNarlelsra city, and errty [alma therein could* rartllkd Ni4h, wry fra'n qr OwpplamanlTTq pnaaiT(atyaMBi6 ADlaefllafllaTaxl ba daanodnul ;,nil Votii Np rapcnxa%M'orLar afatemdM Iq( as*alnedoR t(lp alglralJofttll¢MM1'ol�andWABFJndngupsn SA asawahmritj'+xotiotwiw;noralha8tlie Ar�defnaitl ba hi'apdded arofllpfdpd eieoep! @fR ediit�g 5t41� Oy baihyrw:tkWan a(To`rp( f:FA: ha r.Yrr arils sirs/ nesidand DYSAiaaanWtlT(oroaf(dlaf0oil I0l# unoJtanaatl0. tlee o(VTSA(;/aart5cal; atiall be invdtedln aoDwdwxn y4LIhCSA'eillarl rhs(wCnYJanor, Peneond repmaeree9on or L4atamant canwnn2 rA capawty, avrovPt up-4 pus.urxw w.R q4)yyrJiargaa:(dryrap[,aedn6rllofanyconai;nLlscdnwPpfyWC{a,itsduArid.hltif!aatlarNtAll speelfieatlonaolEquipment" SeRwwqerx/eplfogwoxtoMdoifmihentgOrI lof 04W.wner,Inih,willowi*aimlis, Al aiAp(cn(omapifortaisortnrlusfva sMioa lotto tds Agmernenl. You ages Mat CSAmay ao77isl an efeclariC'Ul dtHoAgr"Mad 6SM Wear*provNed bT Srroparerjmpll 2(a)abo"Ii6lW1110641,y%int (as?xlsprd pundarr (b) odginal,aid ttelelecaorlceoplea of your 9;5na1UMIhfl Lw treated as en cdglral fora➢ fgtaUcin000t ittedonywnllt P.paxis. ac InVislar*x. a[pUl$,sUppTosasot;dlrats(rch SER-023 April 2013 CSA Page 2 Cvslomer Initais Oate