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Home My WebLink About20110576 1861 -2011 MEMORANDUM w E L e o NTY Y To: Barbara Kirkmeyer, Chair, Board of County Commissioners u From: Trevor Jiricek, Department of Planning Services 1 Subject: Amendment of Lease w/OCE' Date: February 22, 2011 Enclosed for Board review is an amended lease with Oce' Financial Services, Inc. (OCE). This amended lease will result a decreased lease rate from $908.05/month to $803.26/month. Staff requested the amendment due to a decrease in the amount of use of the equipment. I recommend approval of this amended lease. Background: The OCE allows for making copies of mylars. It also allows for large format copies to be made. The Department entered into this lease in June 2006. The term is for sixty (60) months, commencing October 1, 2006, and ending September 30, 2011. Due to an emphasis on electronic records and electronic document submittal the OCE can be replaced with a comparable and less expensive piece of equipment upon the termination of the lease. SRRV ICE,TEAMWORK,INTEGRITY,QUA1 ITV Le . PL DP cr 3 1- iI fr3/g/i/ 2011-0576 Deborah A. Janis Manager, Process Development and Document Control oce County Of Weld Planning & Zoning Ms. Julie Givan-Wittow 1555 N. 17th Ave. Greely, CO 80631-7101 January 28, 2011 Dear Ms. Givan-Wittow: RE: TDS4452 Serial Number: 0442006930 TC4 Serial Number: 0451002778 Thank you for your order. Enclosed please find the countersigned Oce North America, Inc. Customer Agreement for the maintenance of the above equipment. Should you have any questions, please contact me at Debbie.Janis@oce.com or 773 714 3668. Sincerely, a jczAALi Deborah A. Janis Manager, Process Development and Document Control Ocg North America 5450 North Cumberland Avenue Canon Chicago, IL 60656 773 714 8500 www.oceusa.com CANON GROUP oce Oce North America , Inc. Amendment ONA Origination office: 5450 Cumberland Avenue Chicago IL 60656 Customer: County of Weld Planning&Zoning ONA Administrative office: 5450 Cumberland Avenue Chicago IL 60656 Contract No: THIS AMENDMENT IS ATTACHED TO AND MADE A PART OF THE AGREEMENT BETWEEN Oct North America, Inc. and County of Weld Planning&Zoning. Change for Oce' North America, Inc. Acceptance Box Remove: DOCUMENT NAME REV. Customer Agreement Terms and Conditions 0109 Language Change for Oce' North America, Inc. Comments Box Weld County(Customer) is amending Lease Agreement and maintenance requirements to reflect a decrease in the use of paper from 2000 square feet to zero, and is further agreeing to pay$0.083 per square foot for all paper used commencing January 1, 2011. The base rental obligation of Weld County (Customer) is decreased by $104.79, from$908.05 to $815.26 commencing January 1. 2011,through the end of the rental term, September 30, 2011. All other provisions of the original Agreement (including the Agreement and"Terms and Conditions"of Oce' North America, Inc., which govern the equipment maintenance agreement of the parties and the Agreement with Oce' North America, Inc.), executed by Weld County on June 28, 2006 shall remain in full force and effect. Except as contained herein, the terms and conditions of the Agreement shall remain in full force and effect. This Agreement will not commence and will not be binding on us until accepted by us. Customer Authorized Signature 006 Authorized Signature Weld County Board of Commissioners on behalf Customer Name: of Count of Weld Plannin & oniing Date: 5,44440, Fasite Authorized Signature: 'lt j C-t_- Accepted by: e Name(OM): Barbara Kirkmever FEBName(pint): Stephen E. Frank, Vice President Title: Chair Date: E 2 ` 2011 Title: Oce Financial Services, Inc. Amendment OFSI Origination office: 5450 Cumberland Avenue Chicago IL 80866 ; Customer: I County of Weld Planning&2onii OFSI Administrative office: 6800 Broken Sound Blvd.Boca Raton FL 33487 f Contract No: 1200.5007110.000 • THIS AMENDMENT IS ATTACHED TO AND MADE A PART OF THE TERM RENTAL/LEASE AGREEMENT between Financial Services, Inc("OFSI"),as Lessor,and the Lessee, CHANGE OF RENTAL/LEASE PAYMENT Effective with the 52nd payment due on 01/01/2011,the monthly Rental/Lease payment will be decreased from $908.05 plus applicable taxes to$803.26 plus applicable taxes. This new payment will be due for the balance of th Rental/Lease term, subject to the terms and conditions of your contract. The change in the payment is due to the following changes to your contract. .,titltl7["ris 4 Ir '_ Bundled maintenance plan on 7084452 Serial 442008930 Is changed to Include 0 sq ft per month.Customer will be charged for each sq ft printed at a cost of$0.083 per sq 0. Except as contained herein, the terms and conditions of the Lease shall remain in full force and effect. This Lease will commence and will not be binding on us until accepted by us. 'R iau°,,tit),40,1,ritd)`41bflilxl;Vratoolill ,A'�f • Date: //f/ FEB 2 3 20/1k Accepted by: a�A J 1 4 � ---- Name(Print): Barbara Kirkmeyer Title: Chair, Board of Weld County Commissioners Dale: (rs2._ \ Accepted by: c) Name(Print): 304\cScaroe,Title: 4,2 Srat vv rt &e r.rc f y 0:71/7- r5 WELD COUNTY ATTORNEYS OFFICE 1861 - 201 I 915 TENTH STREET P.O. BOX 758 GREELEY, CO 60632 WEBSITE: www.co.weld.co.us PHONE: (970) 336-7235 W E L __....e O N T Y FAX: (970) 352-0242 February 22,2011 Oce' North American,Inc. Oce' Financial Services,Inc. 5600 Broken Sound Blvd. Boca Raton, Florida 33487 RE: Amendment of Lease Ladies and Gentlemen: Weld County, by and through its Board of County Commissioners,("Weld County")has negotiated an amendment to the lease executed between Oce"Financial Services, Inc.,("Oce"')and Weld County. Said lease was originally approved by Weld County on June 28,2006,and by Oce' on September 8, 2006. The lease is for sixty(60)months and commenced in October, 2006. The lease agreement was based, in part, upon the number of square feet of paper Weld County was using at the time,which was approximately 2000 square feet of paper. The current use of paper has fallen to almost nothing. Therefore, Weld County and Occ'.agreed to a reduction in the lease rate from $908.05 to $803.26(reflecting the reduction of the County's use of paper). The reduction was to begin January, 2011. We understand we will be charged for each square foot printed a cost of$0.083 per square foot. Oce' provided Weld County with several documents which we were requested to execute in order to accomplish the payment reduction in the remaining payments due under the lease agreement. Included in those materials was a copy of a document entitled Terms and Conditions, and the notation on that document indicates that it is entitled"Form ilUSA9500 rev 01/09". However,the attached page and the email sent by Brian Dispensa indicates that that form is NOT a part of the amendment and that the Terms and Conditions portion of the original Agreement govern the rights and responsibilities of the parties. Moreover, neither party shall be obligated to the performance of any acts which were not required under the original 2006 Agreement. By this letter Weld County affirms its commitment to abide by the terms and conditions of the original lease entered into in 2006,and to make payments for the lease of the equipment now in its possession for the duration of the lease(through September,2011),at the reduced amount of$803.26 per month, beginning January,2011,with the responsibility to pay for paper used at the rate stated above. It is expected that the maintenance agreement for service of the current leased equipment will continue until the termination of the current lease agreement. February 22, 2011 Page 2 Please contact me with any questions or comments. Yours truly, "Step)n et.AYties LL�s Assistant Weld County Attorney Enclosures • Stephanie Arries From: Dispensa,Bryce [bryce.dispensa@oce.com] Sent: Monday, February 14, 2011 7:53 AM To: Stephanie Arries; Janis,Debbie Cc: Julie Wittow;Trevor Jiricek; Kohl, Brian; Lane, Danyale Subject: RE: Amendment of Lease Agreement Attachments: image003.png; Oce NA Amendment.pdf Stephanie: The terms of the 2006 agreement cover this latest transaction between the parties. The Amendment(copy attached) revised the agreement to state that the 2006 terms would govern. Thank You Bryce Dispensa Contracts Supervisor Oct North America, Inc. •a Canon Group Company Wide Format Printing Systems 5450 North Cumberland Avenue•Chicago, Illinois 60656 Email brvice.dispensa(Thoce.com Web site www.oceusa.com From: Stephanie Arries [mailto:sarrles@co.weld.co.us] Sent: Friday, February 11, 2011 8:43 AM To: Janis, Debbie Cc Julie Wlttow;Trevor Jiricek; Kohl, Brian; Dispensa, Bryce; Lane, Danyale Subject RE: Amendment of Lease Agreement Debbie, I hope you receive the attachments this time. The reason I sent the earlier email to you was that when we received the Oce" North America, Inc Customer Agreement signed by Stephen Frank, the 2009 version of the Terms and Conditions was included with it.The inclusion of the document seemed inconsistent with the language in the Oce' North America, Inc. Amendment. Stephanie L. Arries Assistant Weld County Attorney 915 Tenth Street P.O. Box 758 Greeley, Colorado 80632 Tel: 970-356.4000 ext 4394 Fax: 970-352-0242 Email: sarriesetco.weld.co.us 1. 1861.1011 ri- �" Wit 6 NTT u STATEMENT OF CONFIDENTIALITY & DISCLAIMER: The information contained in this email message is attorney privileged and confidential, intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copy of this email is strictly prohibited. If you have received this email in error, please notify us immediately by replying and delete the message. Thank you. From: Janis, Debbie [mailto:debbie.janis@oce.com] Sent Thursday, February 10, 2011 11:31 AM To: Stephanie Arries Cc:Julie Wittow;Trevor Jiricek; Kohl, Brian; Dispensa, Bryce; Lane, Danyale Subject: RE: Amendment of Lease Agreement Ms. Arries, Thank you for your message. I also returned your telephone call this morning and left a voicemail message. I did not receive an attachment included with your email below. Please resend. Your request for countersignature was forwarded to my office by our Bids and Contracts Dept and the Sales Rep Brian Kohl. I was not provided information regarding the date of the terms and conditions but the Oce North America, Inc. Amendment page returned with the other documents does remove the Customer Agreement Terms and Conditions Rev 0109 and adds other language regarding leases and the maintenance changes. Actual lease documents are handled through Oce Financial Services Inc. Please review the documents provided to you again and advise if I can be of any further assistance. I am more than happy to assist in any way possible. Thank you. Deb Janis Manager, Process Development& Document Control Oci North America• a Canon Group Company 5450 N Cumberland Ave• Chicago, IL 60656• USA Telephone 773 714 3668 Fax 773 695 3933 Email debbie.ianis(01oce,com Web site www.oceusa.com Oce enables its customers to manage their documents efficiently and effectively by offering innovative print and document management products and services for professional environments. From: Stephanie Arries [mailto:sarries@co.weld.co.us] Sent: Wednesday, February 09, 2011 10:17 AM To: Janis, Debbie Cc Julie Wittow;Trevor Jiricek Subject Amendment of Lease Agreement 2 Debbie I am writing in regard to the documents you sent to Julie Givan-Wittow for the amendment of the Term Rental Agreement between Oce" Financial Services, Inc,and the Board of County Commissioners of Weld County, Colorado. We received the documents and find that most everything we requested has been addressed and is included. However, this office had specifically stated that the 2009 version of the Terms and Conditions would not be a part of the amendment.That version does not address lease agreements as we have here. I had specifically asked that the 2006 version of the Terms and Conditions be attached.You will find that attached here. Please let me know if the replacement of the 2009 version with the 2006 version is acceptable to your firm. Stephanie L.Arries Assistant Weld County Attorney 915 Tenth Street P.O. Box 758 Greeley, Colorado 80632 Tel: 970-356-4000 ext 4394 Fax: 970-352-0242 Email: sarriesr3lco.weld.co.us STATEMENT OF CONFIDENTIALITY & DISCLAIMER: The information contained in this email message is attorney privileged and confidential, intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copy of this email is strictly prohibited. If you have received this email in error, please notify us immediately by replying and delete the message. Thank you. This message and attachments)are intended solely for use by the addressee and may contain information that is privileged, confidential or otherwise exempt from disclosure under applicable law. If you are not the intended recipient or agent thereof responsible for delivering this message to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately by telephone and with a 'reply' message, Thank you for your co-operation, This message and attachment(s)are intended solely for use by the addressee and may contain information that is privileged, confidential or otherwise exempt from disclosure under applicable law. If you are not the intended recipient or agent thereof responsible for delivering this message to the intended recipient,you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error,please notify the sender immediately by telephone and with a'reply' message. Thank you for your co-operation. 3 ®CC oce North America , Inc . Customer Agreement • Division: 7 WFPS I Contract No: • Order Type: Amendment to Maintenance 'i I Agreement No: I Bundled Lease I Rep No: 008673 Customers Sold To Address Customer's Ship To Address Company Name: COUNTY OF WELD PLANNING&ZONING Company Name: COUNTY OF WELD PLANNING&ZONING DBA: DBA: Type of Entity: (check one) 0 Corporation ❑Partnership ❑Sole Prop. 0 LLC Contact Name: Julie Givan-Wlttow Contact Name: Julie Givan-Wittow _„_ Address: _1555 N 17TH AVE Address: 1555 N 17TH AVE _ Address: FL 2 Address: FL 2 City: Greely County: Weld City: Greely County: Weld State: CO Zip: 806317101 Phone: 970.353-6100 State: CO Zip: 806317101 Phone: 970-353-6100 ProdUCUEqulpment Supplies Description Rame•ted OI Pre- warranty k,a pdc. Trede-in/ Installation/ Addenda Totals Total Net Prim (Inctudi aerial nunbera and meter counts when required) DolIvq B Padr p d om! Disronnt Ddl✓ery A i TDS4452 sin 0442006930 ---- B; TC4 s/n 0451002778 C' D. Billing Frequency Agreement Term Intro or Equipment Rental Data Special Delivery Charges — Minimum Rental Payment Initial Term Minimum Payment Cost per Copy Excess Rigging Monthly Total (Ewuuv..rswYUPT..a u.mr.) Minimum Maintenance Payment Payment No. To ' Trade in Equip. P©f Required K-16 Summer Shut-Off(DPS Only) Monthly Payment No. To ' O Yes El No ❑Yes ®No Copy Allowance Payment No. To Tax Exempt Supplies Incl. Monthly Payment No. To cm Yes O No ❑Yes ra No Service(Also used for Rental Copy Allowances/Charges) Number of Copies Copy Zone Service Service Excess Meter Charge Service Pricing Fixed Allowance Charge Addend (copieawiii(ebillede•P«.tehl A B&W Il Cir Scan SO.FT. 1 B&W $.083 Clr Scan :Wes O No Months __ B B&W Clr Scan B&W Clr Scan ❑Yes ❑No Months C B&W Clr Scan B&W Clr Scan Dyes ❑No Months D B&W Clr Scan 0&W Clr Scan _ ❑Yes O No Months Acceptance Optional Service Customer Signature acknowledges receipt of (#)documents(See documents listed below) After Hours Opt.Coverage Char Addrl Service Call Out Charge which are incorporated into this document by reference. Coverage 9e DOCUMENT NAME REV. A Ores O No - Customer Agreement Terms and Conditions 01(09 B Ores O No C Oyes O No — D Oyes ❑No _ Comments Customer changing allowance frequency on bundled lease from 2,000 SQ.FT. per month to 0 SQ.FT.per month plan. Customer is being billed directly through OFSI on base amount of$803.26,reduced from$908.05. The current terms between the parties will govern this contract,the only change Is the volume commitment from 2K to Zero. Customer Authorized Signature.' `Oct3 Authorized Signature Customer Name: COUNTY OF WELD PLANNING&ZONING Date: 61#0.„„ Irosseho 0. Authorized Signature: Accepted by: S Name(print): Name(print): ..Stephen E. Frank, Vice President Title: Date: State of Organization: (ice North America.Inc.•5450 N.Cumberland Avenue•Chicago,IL 60656 FEIN/SSN: By execution hereof,the signer certifies that(s)he has read the entire Customer Agreement("Agreement"),that Oce or its representatives have made no agreements or representations except as set forth herein and that(s)he is duly authorized to execute the Agreement on behalf of Customer. Form#USA9500 01(09rev oce Oce North America , Inc . Customer Agreement Addendum Division: WFPS For Additional Product/Equipment Agreement No: — 1 Order Type: Amendment to Maint Rep NO 008678 Bundled Lease ' Branch No: ^�_ Customer: COUNTY OF WELD PLANNING&ZONING ProductlEquipment Description Requested Warranty Trade-In/ Installation& Total Net (include serial numbers and meter counts Delivery Qty Pre-Pack (#OF DAYS) List Price Discount Delivery Price Maint.Price when required) 4984051 Oce Standard Controller 1 Cabinet 9717663 Oce TDS400/TDS450 On- 1 Site User Tralninr 9713088 2 HelpDesk Incidents(Only 1 w/HMA or SMA) 6152202 Systems Integration 1 Service 4986350 Oce TDS450 Hybrid 1 Controller 4986301 Oce TDS450 PowerLogic 1 Controller License 4988314 Oce TDS450 Security Level 1 4986307 Oce TDS450 Copy Logic 1 _-- 4986303 Oce TOS450 Scan Logic 1 ---'— — 151062197 GUI Klt(17 1 44528 Oce TDS Compact Stacker 1 Form#USA9500 rev 01/09 Customer Agreement Terms and Conditions (This form must be attached to the completed Order Package when required) Form#U5A9500 rev 01/09 Customer Agreement Terms and Conditions Customer Agreement Terms and Conditions Common Terms 1.0 DEFINITIONS. a. Agreement means this Customer Agreement and all schedules,amendments,and/or addenda attached hereto or made a part thereof. b. Client Software means that portion of the Oce Software that resides in, and operates on, the desktop or portable computers in use by Customer or third parties and which provides access to the Server Software and computer system resources shared and used by the Oce Software. c. Confidential Information means Oce Firmware, Oce Software, Documentation, technical service manuals, service bulletins, databases, customer lists,pricing,results,discounts and/or such other information as is marked as"confidential"by a party hereto. d. Consulting Services means consulting provided by Oce as relates to the Oce Firmware and/or Oce Software. Consulting Services may be provided by Oce at any time during the term of this Agreement. Consulting Services, if any, and the price therefore are set forth on the Customer Agreement Addendum or on a separate statement of work signed by ace and Customer. a. Consumables means toner,developer,paper,photoconductor or ink,as the case may be to be used,in conjunction with or for the Equipment. f. Cover Sheet means the front page of this Agreement. g. Customer means the business entity defined on the Cover Sheet. h. Documentation means documents and other materials provided to Customer to support use of Product(s). i. Educational Services means training provided by Oce as relates to the Oce Product(s),Oce Firmware and/or ace Software. j. Excess Charge means charges in Excess of the Square Foot/Linear Foot or SmartClick Allowance specifically set forth on the Cover Sheet. k. Effective Date means(i)the date the installation is completed;or(ii)for Software which is not Installed during the installation of the Equipment, the date the Software is enabled or shipped;or(iii)in the case of conversions or trials,the date specified by Oce. I. Equipment means printing and/or scanning equipment, including accessories and ancillary equipment each and all of which is Identified by model number on the Cover Sheet,excluding NOLI Products. m. Implementation Services means services relating to the implementation of ace Firmware and/or ace Software and which are rendered at or about the time of Equipment installation and may include(but shall not be limited to)review of print applications,validation of hosts and network paths,validation of system configuration(s), and overview of printer/server operation. Implementation Services acquired hereunder, if any,and the costs thereof are set forth on the Customer Agreement Addendum. n. Installation means the Equipment is ready for commercial operation in accordance with manufacturer's published specifications. o. Installation Site means the Customer's"Ship To" address specified on the Cover Sheet and to which Customer requests that ace ship the Equipment or Software. Delivery will be made to the Installation Site. p. Maintenance means the repair and/or replacement of parts, subassemblies,and ace Firmware to keep the Product(s),and if applicable NOLI Products,in good working order per manufacturer's or ace's written specifications,as the case may be, provided that repairs can be performed in the field. Parts required for repair may be used or remanufactured in accordance with Oce's specifications. Maintenance may be provided by Oce or a third party subcontracted by Oce. q. NOLI Products means Non-Oce Listed Items, which may include hardware, software (and specifically Third Party Software), equipment, supplies, service, warranty, network equipment and other items not listed in Oce's price list and as designated on the Customer Agreement Addendum. r. Oce means ace North America,Inc. s. Oce Firmware means software embedded in Equipment in object code form, incidental to operation of the Equipment,authored and licensed by Oce to Customer or for which ace has the right to sublicense to Customer. t. Oce Software means optional,standalone software in object code form offered and licensed by Oce to Customer or for which Oce has the right to sublicense to Customer and requiring activation or installation prior to being available to Customer. u. Parts means all parts certified by Oce as meeting manufacturers' and/or ace specification, as the case may be, and which are required to provide Maintenance to Products. Such certification requirements shall be determined solely by ace. v. Product means Equipment,Consumables, Maintenance,Professional Services, Educational Services and Parts provided hereunder,excluding NOLI Products. w. Professional Services means collectively Implementation Services, Educational Services and Consulting Services each of which as such services relate to Software acquired hereunder. Professional Services,if any,and the rates therefore,are specified in the Customer Agreement Addendum. x. Server Software means that portion of the Oce Software that resides in, and operates on, the computer systems of Customer which allow access by the Client Software to shared computer system resources,including data files and databases. y. Service Charges means charges invoiced by ace for Maintenance Services and/or Software Support and or charges based on use. z. SmartClickT" means an Oce proprietary measurement derived from (1)the amount of toner used; plus (2)the area of media used,for each application printed on the Equipment. aa. Software means all computer software programs provided by Oce, whether embedded in Product(s) or provided via separate media or download; the Software includes,but is not limited to,Oce Firmware, ace Software and Third Party Software and software that is set forth in the Customer Agreement Addendum. bb. Software Support means access to ace support specialists for operator questions, installation support,explanation of Software features and functionality, network connectivity questions, and other software support issues. Software Support includes making available updates, fixes, minor enhancements and improvements to the current version of the Oce Software and/or Oce Firmware and correcting reproducible errors in ace Firmware or Oce Software which errors are caused by defects in the software. Software Support does NOT Include(i)administration of servers or database products; (H) support of Oce Firmware or Oce Software installed on equipment using "beta" or operating systems not supported by Oce;(iii)resolution of network errors not directly related to ace Firmware or Oce Software;or(iv)installation,setup or support of third party products not supported by Oce or software not acquired from Oce. Software Support does not include updates, upgrades and new releases or versions of third party products sold with or used in conjunction with ace Software. cc. Third Party Software means software authored by third parties other than Oce and made available by ace to Customer and which requires Customer to enter into a license agreement directly with the third party software provider. Third Party Software provided hereunder is set forth on the Customer Agreement Addendum. 2.0 This Agreement governs the provision of ace Products and NOLI Products identified on the Cover Sheet and/or Customer Agreement Addendum and shall be in effect from the earlier to occur of: (i)the date the Agreement,signed by Customer,is countersigned by ace;or,(H)shipment of the Oce Product;or,(Hi)performance of any Professional Services and/or Maintenance. Once this Agreement becomes effective and legally binding as set forth in this Section, it is non-cancelable. Oce Products may be provided by either Oce North America, Inc. Production Printing Systems or ace North Customer Agreement Terms and Conditions Page 1 o18 Form#U5A9500 rev 01/09 America, Inc.Wide Format Printing Systems. Oce has no responsibility for the decision or effect of the decision of Customer to acquire NOLI Products, even if Oce helps Customer identify, evaluate or select such NOLI Products. Customer and Oce shall sign a separate addendum ("Supplemental Agreement")in connection with the purchase of such NOLI Products. 3.0 EQUIPMENT. Oce Products shipped hereunder, unless otherwise specifically set forth in the Cover Sheet or Customer Agreement Addendum may, in ace's sole discretion, be New/Newly Manufactured, Factory Produced New Model, Like New, Remanufactured, Refurbished or Used. With respect to Wide Format Equipment,Oce may ship(at Oce's sole discretion)any Equipment type defined above.With respect to Production Equipment,if other than New/Newly Manufactured, the Equipment type shall be set forth on the Cover Sheet or Customer Agreement Addendum. Production Equipment, when acquired under a Fair Market Value (FMV) lease from Oce's affiliate OcA Financial Services, Inc., shall be either Remanufactured, Refurbished or "Like New" Equipment, in OcA's sole discretion. "Factory Produced New Model" means Equipment that has been disassembled, cleaned, refinished,inoperable components replaced with new or used components. Such Equipment is newly serialized Equipment with new features and/or functions. Customer is the first user of this Equipment, which is fully tested to assure product performance and reliability specifications. "Like New" means Equipment previously on trial, used as a demo unit, shown at a trade show or equipment with nominal foot/copy count. All Like New Equipment has been maintained by Oce,has not been pre-owned by any other party and has a nominal foot/copy count from a controlled pre-production environment. "New/Newly Manufactured"means Equipment that is newly assembled and which may contain a limited number of used components that have been thoroughly inspected and tested to assure product performance and reliability specifications. "Refurbished"means Equipment that has been under Oce maintenance, has been tested to ensure full functionality and reliability to specifications. "Remanufactured" means Equipment that has been disassembled,cleaned,refinished,inoperable components replaced with new or used components and is fully tested to assure product performance and reliability specifications. Meters have been reset to zero. "Used" means Equipment that has been maintained under ace's authorized technical standards. Used Equipment Is offered without warranty. 4.0 DELIVERY;RISK OF LOSS; INSURANCE. Delivery dates provided for by Oce are estimates only and Oce shall not be liable for delays In delivery due to causes beyond Oce's reasonable control. Customer is responsible for freight, delivery and rigging charges unless otherwise agreed. Notwithstanding any other provision herein and in addition to Service Charges,Oce may assess a fuel surcharge("Fuel Surcharge")to offset increase in fuel expenses. Risk of loss shall pass to Customer upon delivery to Customer's loading dock. From the time of shipment until Customer's payment obligations have been satisfied, Customer agrees(a)to give Oce prompt written notice of any damage to or loss of the Equipment or any occurrence arising from the possession, use, or operation of the Equipment resulting in death, bodily injury or damage to property; and (b) to maintain, at its expense,comprehensive general liability and property insurance covering the Equipment in an amount at least equal to the Equipment purchase price. 5.0 TITLE; SECURITY INTEREST; TRADE-IN.Title to Oce Products (except with respect to Software) shall pass to Customer at Customer's loading dock. Oce shall retain a first priority security interest in the ace Products and all proceeds therefrom until all purchase payments due Oce have been made. Customer authorizes Oce to file Uniform Commercial Code financing statements relating to any and all ace Products purchased hereunder and Customer agrees to reimburse Oce upon demand for all costs Incurred in connection therewith. Customer agrees that an original or a photocopy of this Agreement(in whole or in part)may be filed by Oce as a Uniform Commercial Code financing statement and Customer hereby authorizes Oce to file any and all UCC documents without Customer's authentication, to the extent permitted by applicable law. Customer agrees to immediately notify Oce in writing of any change in Customer's name or address or jurisdiction of organization, or discontinuance of its place or places of business. Prior to payment being made in full, Customer shall not move the Oce Products from the Installation Site without first obtaining prior written consent from Oce. Customer represents and warrants that any trade-in equipment is free and clear of all liens and encumbrances of any kind and that marketable title shall vest in Oce upon Oce's receipt of the trade-in equipment. Customer shall be responsible for related freight charges and trade-in equipment shall be packed in accordance with the manufacturer's specifications. 6.0 INSTALLATION AND SITE PREPARATION. Oce shall install the Equipment at the Installation Site. In no event shall Installation be later than thirty (30)days after delivery of the Equipment,except if delay is due solely to Oce. Customer shall be ready to timely receive the Equipment and shall have the area at the Installation Site prepared and ready to receive the unit of Equipment or the Software in accordance with ace's power,environmental and other requirements prior to its delivery, including providing adequate power, analog phone line(s) and computers and/or network connectlon(s) (if required for the unit of Equipment),lighting,humidity, HVAC,and security. Installation services may be provided by an independent contractor at ace's discretion. Installation services Include uncrating, unpacking, connection to peripherals, power, communication and other utilities, and rendering the Equipment or Software ready for use. All site preparation,including electrical wiring,air conditioning and necessary permits or approvals,is Customer's responsibility. Unless otherwise specified in the Cover Sheet and/or Customer Agreement Addendum,Customer operator training is available from Oce at its training rate in effect at the time of such training pursuant to Section 29.0. Customer must complete an ace site survey, or equivalent Oce form, prior to installation of any Equipment or Software that will be connected to Customer's computer network. In reliance on this information,Oce will either proceed with the installation,or advise Customer of potential problems that may limit functionality. If such survey has been completed and delivered to Oce, or if there are any changes to Customer's computer network or software, any attempts by ace to remedy such problems will be at its standard charges then in effect,and Oce makes no representation or warranty that it can remedy such problems 7.0 PAYMENT AND TAXES.Payment of the purchase price and other charges is due thirty (30) days from the date invoiced. Service Charges are billed for full month periods. If Equipment is installed on other than the first of the month,then Service Charges shall be pro-rated from the install date to the end of the month;in addition,use charges shall be charged based on the meter read for the same period. Once per twelve month period,OcA may adjust pricing for Maintenance Service Charges, or any component thereof, supplies and other materials, by a maximum of fifteen percent (15%). Customer shall pay on demand a late fee equal to the lesser of 1.5%per month or the maximum rate permitted by law,on all overdue payments whether such payments are due prior to or after a notice of default. All payments shall be made at the office of Oce set forth above, or at any other place designated by Oce. Customer shall pay or reimburse Oce for all costs of collection(including reasonable attorneys'fees, litigation expenses and court costs)of any overdue amounts.Customer shall pay or reimburse Oce for all license fees,duties,privilege, sales, use, excise, stamp,and other similar taxes and charges now or hereafter imposed upon this transaction or relating to the ownership, sale, use or operation of Equipment (exclusive of franchise taxes or taxes based upon Oce's net income), 8.0 DEFAULT AND REMEDIES. a. Any of the following shall constitute a default by Customer("Default"): (i) failure to pay any amounts when due and such failure remains unremedied for ten(10)days from the due date;or, (ii) failure to comply with any provisions or perform any of its obligations arising under this Agreement or under any other documents or agreements relating to this Agreement,and such failure remains unremedied by Customer for a period of twenty(20)days. b. Upon Default,Oce may exercise any one or more of the following remedies(which remedies shall be cumulative): (i) terminate this Agreement and/or any applicable Schedule; (ii) declare all amounts due from Customer immediately due and payable in full; Customer Agreement Terms and Conditions Page 2 of 8 Form#USA9500 rev 01/09 (iii) secure peaceable repossession and removal of the Oce Products by Oce or its agent without judicial process and sell or lease at such place as Oce may deem advisable and Oce may be the purchaser at any such sale; (iv) require Customer to pay all expenses,including reasonable attorney fees and costs,in connection with the retaking,refurbishing, selling or the like of the Oce Products; (v) exercise any other right or remedy available to it under the Uniform Commercial Code or any other applicable law or proceed by appropriate court action to enforce this Agreement or recover damages for breach thereof. To the extent permitted by applicable law,Customer waives all rights it may have to limit or modify any of Oce's rights and remedies under this Agreement,including but not limited to,any right to require Oce to dispose of the Oce Products or otherwise mitigate its damages. 9.0 WARRANTY. Oce warrants that on completion of Installation, Equipment will be (i) In material conformance with the manufacturer's published specifications,(ii)qualified for Oce's standard maintenance services; (Hi)free from material defects in workmanship and materials. All parts found to be defective during installation shall be repaired or replaced at the option of Oce. All parts replaced under this warranty shall become the property of Oce.. If a warranty period is marked on the Cover Sheet,then warranty shall continue from Installation for the period set forth on the Cover Sheet. Customer's sole and exclusive remedy for breach of the foregoing warranty shall be to reject the Equipment and cancel the affected Equipment Schedule. In no event shall a breach of this warranty give rise to a claim for damages against Oce. Oce's obligation hereunder is limited to the repair or replacement(at Oce's option) of any Equipment, material or part which does not conform to this warranty. The warranty set forth herein applies only to New/Newly Manufactured, Factory Produced New Models, Remanufactured or Refurbished Equipment and is conditioned upon Customer giving prompt notice to Oce of any discovered defects.Oce is not obligated by this warranty to perform repairs or parts replacement for defects or damage resulting in whole or part from (i) alteration, relocation, repairs, or use of parts, software or services not provided by Oce or its authorized representative, (ii) accident, (iii) abuse, willful misconduct, or negligence; (iv) the acts or omissions of Customer. The repair or replacement of expendable items (for example photoconductor drums,fuser rollers,and inkJet print heads)are not covered by this warranty or Maintenance. The foregoing examples do not comprise a complete list and expendables may vary on different products and Oce shall maintain the complete list of expendable items.THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES,EXPRESS,IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY,NONINFRINGEMENT,AND FITNESS FOR A PARTICULAR PURPOSE. Oce provides no warranty for NOLI Products. For NOLI Products,Customer may receive a warranty directly from such product or software vendor. 10.0 LIMITATION OF LIABILITY. EXCEPTING AS TO A VIOLATION OF THE SOFTWARE LICENSE TERMS HEREOF BY CUSTOMER, NEITHER PARTY, NOR OCE'S SUPPLIERS, SHALL BE LIABLE,WHETHER IN CONTRACT,TORT(INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR LOSS OF USE, DATA, REVENUE OR PROFIT, OR FOR INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, LIQUIDATED, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE, OR FOR DAMAGES SUFFERED OR CLAIMED TO HAVE BEEN SUFFERED BY ANY THIRD PARTY INCLUDING CUSTOMERS OF CUSTOMER, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES. OCE'S MAXIMUM LIABILITY FOR ANY CLAIM FOR DAMAGES RELATING TO ITS PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT SHALL BE LIMITED: (A)WITH REGARD TO EQUIPMENT, TO THE PURCHASE PRICE OF THE EQUIPMENT; (B) WITH REGARD TO SOFTWARE, TO THE LICENSE FEE OF THE SOFTWARE; (C) WITH REGARD TO MAINTENANCE, TO AN AMOUNT EQUAL TO TWELVE (12) MONTHS OF MONTHLY MAINTENANCE CHARGES FOR THE RELATED EQUIPMENT, SOFTWARE OR SERVICES GIVING RISE TO SUCH DAMAGES; AND (D) WITH REGARD TO PROFESSIONAL SERVICES,TO THE AMOUNT PAID FOR THE PROFESSIONAL SERVICES GIVING RISE TO SUCH DAMAGES. 11.0 INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.Oce agrees to defend Customer against and hold Customer harmless from,claims,costs (including reasonable and necessary attorney fees), damages, demands judgments and liabilities arising out the claims of third parties that an Oce Product (but specifically excluding Third Party Software and NOLI Products) infringes such third party's United States patent, copyright or other intellectual property right and Oce agrees to pay the resulting costs, damages and attorneys' fees finally awarded, provided that Customer promptly notifies Oce in writing of the claim and fully cooperates with Oce and Oce has sole control of the defense and all related settlement negotiations. Oce's obligation under this Section is conditioned on Customer's agreement that if such Oce Products(except Third Party Software or NOLI Products,or the use thereof), becomes, or in Oce's opinion is likely to become, the subject of such a claim, Customer shall permit Oce, at Oce's option and expense, either to procure the right for Customer to continue using the Oce Products or to replace or modify the Oce Products so that It becomes non-infringing, and if neither of the foregoing alternatives is available on terms which are reasonable in Oce's judgment,Customer shall return the Oce Product upon the request of Oce. Upon such return,Oce shall refund the applicable Oce Product purchase price paid by Customer, less depreciation deducted on a five year straight-line basis. Oce shall have no liability for any claim based upon or any damages attributable to: (i)the combination,operation or use of the Equipment or Software with equipment or software not supplied or authorized in writing by Oce;(ii)modification of the Equipment or Software;or(iii) Equipment or Software made pursuant to specifications furnished by Customer. The foregoing states the entire obligation and liability of Oce with respect to infringement of patents,copyrights or other Intellectual property rights.Customer shall indemnify and hold Oce harmless from and against any liability and expense, including reasonable attorneys' fees incurred by Oce in connection with any claim that the Equipment or Software, or any part thereof,custom made pursuant to specifications furnished by Customer infringes any third party's patent,copyright or other intellectual property right. 12.0 CONFIDENTIALITY. Customer shall maintain the confidentiality of Confidential Information and shall not disclose any Confidential Information to any third party without first having obtained the written approval of Oce. Customer shall not sell, transfer, distribute, disclose or otherwise make available the Confidential Information to any third party and shall secure and protect it from disclosure and shall take such action as is necessary with its employees(including contractors and temporary help)and other persons permitted access to them to satisfy Customer's obligations hereunder. Neither party will use for any purpose, other than performing this Agreement, or disclose to any third party any trade secrets or non-public information of the other party or its affiliates including, but not limited to, marketing Information and strategy, marketing models, product information, advertising and promotional copy,pricing information,financial information,customer lists,test results,and all other proprietary information,trade secrets and non-public information. The parties agree to restrict circulation of all of such information within their own organization,except to the extent necessary to perform Its obligations,and in no case will any disclosure be made to any third party,unless such disclosure is requested or required in any judicial or administrative proceeding or otherwise required by law. Upon termination of this Agreement, Customer shall either (I) return all Confidential Information to Oce, including the Documentation, and all copies thereof, or(H) at Oce sole option, certify to Oce in writing that the Confidential Information, including the Documentation, and all copies thereof, has been destroyed. Oce makes no representations as to the destruction of Customer data on returned Equipment that contain Customer data, and shall not otherwise be liable for failure to destroy such Customer data, or for the release of same. Any information on Equipment returned to Oce shall not be considered confidential or proprietary nor shall be subject to applicable agreement provisions pertaining to same. Security software/hardware on products that do not contain standard hard disk drive overwrite capability may be available for purchase. This will enable the Customer to determine the level of security required without intervention from Oce,and to complete erasing of data prior to pick-up. 13.0 NOTICES; CHANGES. Notices, requests or other communications shall be in writing and delivered by (a) United States first class mall, postage prepaid, and addressed to the other party at the address set forth on the face of this Agreement(or to such other address as such party shall have Customer Agreement Terms and Conditions Page 3 of 8 Form#U5A9500 rev 01/09 designated by proper notice).(b)personal delivery or(c)commercial overnight delivery service. Such notices will be deemed to have been given on the date when received or acceptance refused. Each party consents to service of process by certified mall at its address above(or such other address as It shall have designated by proper notice) in connection with any legal action brought by the other party. Customer authorizes Oce to fill in descriptive material in the Schedule(including serial numbers)and to correct any errors under the Agreement or Schedule. Upon reasonable notice,provided there is no material adverse effect on performance,Oce shall have the right to change design,colors,materials or specifications of Equipment when it deems necessary. Software License Terms 14.0 THIRD PARTY SOFTWARE, OCE FIRMWARE AND OCE SOFTWARE. Oce makes available to customers Third Party Software as well as licenses Oce Firmware and Oce Software. Customer is not acquiring title to or any interest In any Software other than a license to use the Software in conjunction with the Equipment. Third Party Software and Oce Software is specifically set forth on the Cover Sheet and/or Customer Agreement Addendum. Oce Firmware Is not specifically set forth on the Cover Sheet or Customer Agreement Addendum. If Customer is purchasing or licensing Third Party Software(for example,Adobe or Onyx software),Customer will enter into a license agreement directly with the Third Party Software licensor. This is typically done during installation and registration of the software. 15.0 OCE SOFTWARE. If Customer is purchasing or licensing Oce Software,the terms and conditions set forth below apply: a. With respect to Oce Software used In conjunction with Production Equipment and VarioPrint models greater than 72 pages per minute: (i) Oce hereby grants to Customer a personal,non-exclusive,non-transferable,limited license to use the Oce Software(in compiled object code form)in the United States solely for internal use and solely in conjunction with the Production Equipment Identified in the Customer Agreement Addendum, and to use the Documentation in support of Customer's authorized use of the Oce Software until this Agreement is terminated in accordance with its terms or until Customer ceases using Oce Software with the Production Equipment. (ii) The license granted in this Section 15(a)may not he assigned by Customer without the written consent of Oce and the payment of an additional license fee by the assignee (or subsequent licensee). Oce Software is licensed "as is", with no warranty, and Oce expressly disclaims all express and/or implied warranties. b. With respect to Oce Software used in conjunction with Wide Format Equipment,the terms and conditions set forth below apply: (i) Oce grants to Customer the right to use the Oce Software only on a single computer at the Installation Site for its own internal use, except that the Oce Software may be executed from a common disk shared by multiple CPUs provided that one authorized copy of the Oce Software has been licensed from Oce for each individual computer executing the Oce Software.Oce makes no representation(and expressly denies and representations or warranties) as to the proper operation of the Oce Software in a multi-user environment if only a single user version of the Oce Software is licensed hereunder. If a Fixed Client/Server License is specified in the Customer Agreement Addendum,Customer may Install and use one(1)copy of the Server Software solely at the Installation Site and may copy and distribute the Client Software to its own internal users and to third parties for the sole purpose of accessing the Server Software; provided, however that in no event shall the number of workstations (C.P.U.'s) on which the Client Software has been installed exceed the number of workstations specified in the Customer Agreement Addendum. (Hi) If a Concurrent Client/Server License is specified in the Customer Agreement Addendum, Customer may install and use one (1) copy of the Server Software solely at the Installation Site and may copy and distribute the Client Software to its own internal users and to third parties for the sole purpose of accessing the Server Software; provided, however that in no event shall the number of users accessing the Server Software at any one time exceed the number of users specified in the Customer Agreement Addendum. (iv) Customer may access the Oce Customer Service web site twenty-four hours per day,seven days per week. The web site provides self-support tools for Customer without charge. Information available to Customer may include: (i) problem solutions knowledge base; (ii) limited download of software; (iii)online information forums;and (iv)access to technical Documentation. Support beyond that set forth In this Oce Software License may be available upon execution of a Software Support Agreement. Oce may,from time to time,release new versions of, or enhancements,updates or modifications to,the Oce Software. So long as Customer pays a license maintenance fee, Oce will provide such modifications, updates and enhancements to Oce Software free of additional charges. In the event that Oce introduces new versions of Oce Software and should Customer desire to license such new versions,Oce may require Customer to enter into a new license agreement at an additional charge. Prior versions of Oce Software shall be supported for a period of time as determined by Oce in its sole discretion. c. With respect to both Sections 15.0 a)and b)above: (i) Except as expressly provided herein, Customer shall not,without the prior written consent of Oce, copy the Oce Software in whole or in part,except that Customer may make one(1)copy of the Oce Software(other than the embedded firmware)in machine readable format for backup purposes. The Oce Software is protected by United States copyright law.The original and any copy in whole or in part of the Oce Software made by Customer shall include Oce's copyright and other proprietary notices and shall remain the property of Oce. (ii) This License does not include the rights to,and Customer is expressly prohibited from: (aa) Modifying,translating,or merging the Oce Software with another program. (bb) Reverse-engineering,disassembling,decompiling,or making any attempt to discover the source code of the Oce Software. (cc) Sublicensing,selling, renting,or leasing any portion of the Oce Software. (Hi) The granting of rights to Customer hereunder is expressly conditioned upon Customer's full and strict compliance with all terms and conditions of this Agreement. This License is,and any rights hereunder are,non-transferable, non-exclusive and limited as set forth herein. (iv) Oce,or an auditor appointed by Oce,shall have the right,upon reasonable notice,exercised no more than once per year,to inspect the applicable records of Customer, and Licensee grants Customer reasonable access to its personnel, records and facilities for such purpose. (v) Customer agrees that it will not translate,disassemble, decompile, reverse engineer,or create derivative works based on the Oce Software or any portion thereof. d. CUSTOMER ACKNOWLEDGES THAT THE Oce SOFTWARE MAY INCLUDE FEATURES LIMITING ITS OPERABILITY BEYOND THE SCOPE OR TERM OF THIS LICENSE. Use, duplication, disclosure by or to the U.S. Government is subject to restrictions set forth in subparagraphs(a)through (d)of the Commercial Computer Software-Restricted Rights Clause at FAR 52.227-19,when applicable,or in the Technical Data-Commercial Items Clause at DFARS 252.227-7015 or successor provisions, when applicable. The parties acknowledge and agree that the Oce Software is"commercial computer software"as that term is defined in the DFARS and,therefore,that the U.S.Government is subject to DFARS 227.7202. The contractor/manufacturer is Oce North America, Inc.,5450 North Cumberland Avenue,Chicago,IL 60656. None of the Oce Software or underlying information or technology or any direct product thereof may be downloaded, exported or re-exported without the prior written consent,if required, of the Office of Export Administration of the U.S. Department of Commerce. Customer agrees to comply with any other applicable export laws and regulations. Customer Agreement Terms and Conditions Page 4 of 8 Form kUSA9500 rev 01/09 16.0 OCE FIRMWARE. Oce Firmware is protected by United States copyright law. Oce grants Customer a non-exclusive,non-transferable(except as set forth in this paragraph),limited license to use the Oce Firmware(in compiled object code form)In the United States solely for internal use and solely in conjunction with the Equipment identified in the Cover Sheet and/or Customer Agreement Addendum, and to use the Documentation in support of Customer's authorized use of the Oce Firmware until this Agreement is terminated in accordance with its terms or until Customer ceases using Oce firmware with the Equipment. The license granted herein for Oce Firmware is incidental to the operation and use of the Equipment in which it is embedded and the use thereof is limited to the Equipment in which the Oce Firmware is embedded. As to Customer,the license to use Oce Firmware terminates upon transfer of title to the Equipment and shall vest with the transferee of such Equipment except In the case of Oce Firmware licensed in connection with models beginning with "VP", "VS", "Jetstream", "CS" or "CPS" in which case this license is NOT assignable. OCE FIRMWARE LICENSED IN CONNECTION WITH MODELS BEGINNING WITH "VP", "VS", "Jetstream", "CS" or "CPS" IS NOT ASSIGNABLE WITHOUT THE EXPRESS WRITTEN PERMISSION OF OCE AND THE PAYMENT OF A LICENSE FEE BY THE ASSIGNEE AND ANY SUBSEQUENT ASSIGNEE. IN ORDER TO RECEIVE SUPPORT FROM OCE FOR ASSIGNABLE OCE FIRMWARE, INCLUDING UPDATES, MODIFICATIONS AND/OR ENHANCEMENTS, CUSTOMER'S ASSIGNEE MUST OBTAIN OCE'S PRIOR WRITTEN APPROVAL OF SUCH ASSIGNMENT AND MUST REGISTER WITH OCE; OCE MAY REQUIRE PAYMENT OF A FEE TO CONTINUE TO RECEIVE SUPPORT FOR ASSIGNED OCE FIRMWARE. OCE MAY, IN ITS DISCRETION, REFUSE TO GRANT SUCH APPROVAL OR TO PROVIDE SUPPORT FOR ANY ASSIGNED OCE FIRMWARE. All ace Firmware is a"commercial component,"as this term is defined in 48 C.F.R. §2.101, consisting of"commercial computer software"and"computer software documentation,"as such terms are defined in 48 C.F.R.§252.227-7014(a)(1)and 48 C.F.R.§252.227-7014(a)(5),respectively,and used in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable and all as amended from time to time. Consistent with 48 C.F.R. §12.212 and 48 C.F.R. §227.7202,and other relevant sections of the Code of Federal Regulations, as applicable,and all as amended from time to time, all U.S. Government entities acquire Oce Firmware only with those rights set forth in this Agreement. Oce Firmware support is provided as part of Maintenance. Customer must pay for Maintenance to receive support for Oce Firmware. If Customer discontinues paying for Maintenance, Customer will not receive support, modifications,updates or enhancements for Oce Firmware, however,Customer is permitted to use the Oce Firmware solely with the Product(s)and"as is"with no obligation on the part of ace with respect to such use or maintenance, subject to the restrictions set forth above, Including those limiting assignability of the ace Firmware. 17.0 TERMINATION. Upon termination of any license granted hereunder with respect to the Oce Software and ace Firmware, including upgrades and updates, and Customer's right to possess or use the same, shall immediately cease, unless otherwise specifically set forth herein. Upon such termination, Customer shall: (i) cease to use the Oce Software; (H) return all Oce Software, any and all ace confidential information in Customer's possession, and all Software Documentation;and (Hi)deinstall such Software,and upon such deinstallation provide evidence reasonably satisfactory to Oce of such deinstallation. Customer shall use its best efforts to take necessary steps to achieve the requirements of this Section with regard to any client of Customer who was given access to or a license of the Software by Customer. 18.0 LIMITED WARRANTY. ace warrants that the media on which the Oce Software is delivered will be free from defects in materials and workmanship under normal use for the Warranty Period. This warranty shall be terminated immediately if the media is subjected to accident,abuse,or improper use. ace will be obliged to honor this warranty only if Customer provides notice to Oce of a defect in the media during the Warranty Period. Oce also warrants that upon installation, the ace Software will materially conform to ace's then current published specifications, provided the Oce Software is properly installed and used. ace further warrants that prior to shipment,ace has tested the Oce Software using commercially available virus detection programs and no viruses were found and that,except as noted herein,the Oce Software contains no"time bombs"or other disabling devices. Oce has implemented disabling code to protect ace Software and Equipment against unlicensed use. Improperly or non-licensed ace Software will operate only for a limited time,or will operate in some diminished capacity. There are no other warranties,express or implied in connection with the Oce Software. 19.0 DISCLAIMER. Customer expressly acknowledges and agrees that the ace Software is provided"as is"and without warranty of any kind, express or Implied. ace expressly disclaims any other warranty, implied or statutory, including warranties of habitability, non-infringement and fitness for a particular purpose. OCE DOES NOT WARRANT THAT THE OCE SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. The entire liability of Oce, and the sole remedy of Customer, in the event of breach of these Oce Software License Terms shall be,at Oce's option,(i)ace's use of commercially reasonable efforts to correct or replace the non-conforming Oce Software within a reasonable period of time after receiving written notice from Customer or(ii)refund the license fee paid by Customer to Oce less a reasonable fee for the period of use(based on depreciation deducted over a five year straight line basis), provided Customer ceases all use of and returns the Oce Software to ace. Product& Software Maintenance Terms The following Product and Software Maintenance Terms are only applicable if Maintenance is being purchased by Customer under this Agreement. 20.0 MAINTENANCE TERMS AND CONDITIONS. Pricing and term for Maintenance purchased by Customer is set forth in the Cover Sheet and/or Customer Agreement Addendum. The following general terms and provisions apply to any and all Maintenance purchased hereunder: a. Oce's standard preventive Maintenance services will be provided during ace's standard business hours(Monday through Friday, 8:30 AM to 5:00 PM local time,excluding Oce recognized holidays). The length and frequency of periods of time required for preventive maintenance are determined by Oce. Preventive Maintenance means testing, adjusting, cleaning and replacement of components scheduled in accordance with the Equipment service specifications. Maintenance performed on weekends, holidays (if available) or between 5PM and 8:30AM (at Customer's request) shall be billed at Oce's holiday rates in effect at the time of such service unless otherwise set forth in the Cover Sheet and/or Customer Agreement Addendum. Corrective Maintenance coverage will be provided as is specifically set forth in the Cover Sheet and/or Customer Agreement Addendum. b. Engineering changes,including safety changes,shall be performed as deemed necessary by Oce. If Oce cannot perform a safety modification through no fault of Oce, or, if Customer refuses to permit installation of a safety change or removes any component deemed by ace as integral to maintaining the safety of the Equipment,Oce may discontinue Maintenance for all Equipment until the problem as identified by ace Is remedied by Customer. c. Oce warrants that all material and parts furnished pursuant to its obligations to provide Maintenance hereunder will be in good working order at the time of Installation, and ace's obligation is limited to the repair or replacement of any material or part which does not conform to this warranty. ace is not responsible for repairing or replacing parts, nor shall ace be liable for providing or failing to provide Maintenance,to the extent that such repair or replacement is due to Customer's acts or omissions. All parts replaced during maintenance shall become the property of ace. Parts used by ace may, in ace's sole discretion, be used, reconditioned or remanufactured in accordance with manufacturer's specifications. d. Customer shall: (i) provide ace full, free and safe access to the Equipment for performance of Maintenance by ace; (ii)allow Oce to store reasonable quantities of maintenance equipment and/or parts on Customer's premises;(Hi)provide a suitable environment for the Equipment in accordance with manufacturer's environmental requirements; (iv)unless otherwise agreed in writing, report to Oce by the last business day Customer Agreement Terms and Conditions Page 5 of 8 Form FUSA9500 rev 01/09 of each calendar month (but no later than the 6th business day of the following month),the monthly usage according to the meter reading in footage or images as applicable;and(v)promptly inform Oce of any Equipment malfunctions or operating problems. e. Customer shall NOT interfere with the proper operation of the meter. f. The Maintenance term shall commence upon installation of the Equipment or, if already installed, upon certification by Oce, or, at the conclusion of the Warranty period,if any. g. Maintenance shall be automatically renewed for successive one (1) year terms at Oce's then-current charges and under the terms and conditions herein unless either party gives the other written notice of its intent not to renew at least thirty(30)days prior to the expiration of any initial or renewal term. Oce may also notify Customer ninety(90) days in advance of the time of renewal that Maintenance for specific Oce Products covered under this Agreement will not be renewed. Customer may terminate Maintenance in any renewal term upon thirty(30)days prior written notice. If Customer provides notice of Intent to terminate during the first thirty (30) days of Maintenance in a renewal term, Customer shall be responsible for the charges for the period of coverage up until the effective date of termination. After the first thirty(30) days of coverage in any renewal term, Customer may provide notice to terminate Maintenance subject to a termination charge equal to the monthly charges for twelve (12) months or the period of Maintenance remaining in the renewal term, whichever is less. For prepaid agreements,Oce will refund or credit the pro rata price of the remaining term less the applicable termination charge. h. Oce shall not be obligated hereunder to provide Maintenance determined by Oce to be necessary due to or caused by, in whole or part: (i) failure to continually provide a suitable environment in accordance with Oce's requirements; (ii)neglect, misuse,or use of the Equipment for purposes other than for which it was designed, or failure to operate the Equipment in accordance with Oce's or manufacturer's operating instructions or within manufacturer's specifications; (iii) accident, disaster, including effects of water, wind, lightning, or transportation; terrorism,vandalism or burglary; (iv)alteration of Equipment, including any deviation from Equipment design, unless previously authorized in writing by Oce; (v) attachment(s) to the Equipment, including connection of devices not supplied by Oce, which cause the Equipment to malfunction, unless previously authorized in writing by Oce; (vi)use of improper,or inadequate use of or failure to use, supplies; (vii)the use of forms not in compliance with Oce's paper specifications;(viii)maintenance or repair services performed by Customer or a third party without written authorization from Oce; or, (x) pre or post processing Equipment disconnected from the printing system to which it was originally installed unless previously authorized in writing by Oce. If in Oce's sole opinion, Equipment has been rendered unrepairable,then Oce may refuse to render services under this Agreement and may terminate this Agreement. i. In the event Customer removes an Oce Product covered by Maintenance from the Installation Site, breaches this Agreement(or any other agreement it has with Oce),or,in the event Oce declares an end of life date with respect to an Oce Product(provided Oce has given customer no less than ninety(90)days prior written notice of such end of life date), Oce may withdraw such Oce Product from maintenance coverage under this Agreement in which case Customer shall not be entitled to any refund for any payments made hereunder. 21.0 ORDERING OF SUPPLIES AND OTHER MATERIALS. Customer orders for supplies, Customer or field replaceable units, consumables, expendables or any other materials(a)must include a valid Customer purchase order number;(b)are shipped to Customer FOB,Oce's warehouse;and (c)are subject to a thirty percent(30%)restocking fee if accepted for return by Oce pursuant to its Material Return Authorization (MRA)procedure. If Customer requires a carrier other than Oce's preferred carrier(s), the order will be subject to a surcharge plus actual delivery charges. "Expedite/Emergency Orders" are any orders, regardless of the shipping method, that per Customer's request, must be shipped on the same day as ordered and such Expedite/Emergency Orders are subject to an expedite surcharge plus actual delivery charges. Non standard carrier and Expedite/Emergency Order surcharges are subject to change without notice. Claims for shortages, damages in transit or lost shipments, as well as invoice discrepancies must be made within thirty(30)days of receipt or invoice date(whichever is applicable). IN THE EVENT OCE DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER HAS ORDERED CONSUMABLES BEYOND ITS REASONABLE REQUIREMENTS BASED ON INDUSTRY ACCEPTED CLICK VOLUME MEASUREMENTS,MAY,IN ITS SOLE DISCRETION, UPON REASONABLE DEMONSTRATION OF SUCH EXCESS USE TO CUSTOMER, BILL CUSTOMER THE LIST PRICE OF THE EXCESS CONSUMABLES. 22.0 MAINTENANCE SERVICE CHARGES. For the period covering the Effective Date to the date that monthly billing commences for the first Minimum Maintenance Payment set forth on the Cover Sheet("Interim Period"),Customer shall pay Oce an amount equal to the Minimum Maintenance Payment divided by 30 and multiplied by the number of days in the Interim Period.Such amount shall be due and payable on the tenth day following the Effective Date. Oce shall invoice the Minimum Maintenance Payment in advance and shall invoice the Excess Meter Charges and other usage fees ("Maintenance Service Charges") periodically as indicated on the Cover Sheet. If applicable, Customer shall provide meter readings by the last business day of each month(but no later than the 6th business day of the following month)by an Oce approved method. Should such meter readings not be provided in a timely fashion, Excess Meter Charges may be estimated by Oce. Except for wide format products,when supplies are included In the Minimum Maintenance Payment,Customer is entitled to the amount of toner which,on average,covers six percent(6%)of the media unless another coverage rate is specified in an applicable program or document. Notwithstanding any other provision herein and in addition to Maintenance Service charges,Oce may assess a fuel surcharge("Fuel Surcharge")to offset increases in fuel expenses. 23.0 EXCLUSIONS. The following are not within the scope of Maintenance Service or warranty: (I) provision and installation of optional retrofits; (ii) enhancement of any feature of the Product(s);(in)services connected with Product(s)relocation;(iv)installation/removal of accessories.attachments,or other devices; (v) exterior painting or refinishing of Product(s); (vi)maintenance, installation, or removal of Product(s)or devices not provided by Oce; (vii) performance of normal operator functions as described in applicable Oce operator manual(s), including, but not limited to, loading of toner and/or paper;(viii)performance of services necessitated by accident,negligence,temperature,Inadequate ventilation,power failure,improper electrical power, unauthorized alteration of Product(s), tampering, service by other than Oce, causes other than ordinary use, improper supplies or accessories, interconnect of Product(s) by electrical or electronic, or mechanical means, with incompatible Product(s), or failure to use Oce operating system software; (ix)performance of services necessitated by the introduction of a computer virus or other bug into the Product(s);(x)repair or replacement of Expendable Items listed in Common Terms, Section 9 above;and (xi)performance of service necessitated by any modification, alteration or any other change whatsoever of Customer's computer system into which the Product(s) is integrated or otherwise connected. Maintenance provided by Oce to resolve an exclusion set forth under this paragraph shall be billed at Oce's(i)then published hourly service rates and minimum charges for service time, including travel and waiting time;(ii)parts and material prices then in effect;and(ill)charges for shipping and travel expenses. 24.0 CUSTOMER RESPONSIBILITIES. Customer agrees: (a)not to use paper, recycled paper,parts, photoconductors,toner,or other supplies which will cause a need for excessive service and(b)that replaced parts are the property of Oce. 25.0 SOFTWARE SUPPORT. If Software support is made available through the purchase of"Incidents",the following terms are applicable: a. Oce provides Software support, consisting of e-mail/telephone access to Oce Support Specialists for operator questions, installation support, explanation of maintained Software features and functionality, network connectivity questions, and other Software support issues("Software Support"). Software Support shall be made available during those days and hours in accordance with Oce's policy. Software Support is Customer Agreement Terms and Conditions Page 6 of 8 Form#USA9500 rev 01/09 provided on a"per Incident"basis. An"Incident"is defined as a question related to a specific issue with regard to the maintained Software that can be resolved telephonically by isolating its origin to a single cause. b. Customer may access Software Support through the purchase of "Incidents" from ace. Incidents may be purchased individually or in quantities as in accordance with Oce's policy. An Incident will be considered "used" when Oce: (1) corrects the problem; (2) creates a reasonable work-around;(3)provides information in response to a Customer question;or(4)isolates the cause of the support issue to product provided by a party other than Oce. An Incident will not be considered"used"if the problem results from a defect in maintained Software for which no Software patch or workaround is then available from Oce. Issues that Oce determines cannot reasonably be resolved as Incidents may be escalated, with the consent of Customer, to an Oce Software Engineer or scheduled for on-site support at Oce's then-current consulting rates. Oce DOES NOT REPRESENT OR WARRANT THAT ALL SOFTWARE ISSUES CAN OR WILL BE RESOLVED AS INCIDENTS. Incidents purchases are non-transferable and non-refundable. Incidents not used by Customer shall expire at the end of the Maintenance Service Initial Term or the applicable Maintenance Service Renewal Term. At the start of each Maintenance Service Renewal Term, Customer shall receive the same number of Incidents purchased during the Maintenance Service Initial Term unless Customer purchases additional Incidents in accordance with ace's then-current policy. c. Oce will provide Software Support to those Customer employees who have been issued an ID code providing email/telephone access to the Oce Software Support Center. Customer shall be responsible for controlling ID code access and for any unauthorized use of ID codes. ID codes are non-transferable. d. An overview of the total number of Incidents purchased, number used and number remaining available for use are available by contacting the Software Support Center with access provided using the Customer's ID code. e. Software Support does not include: (1) training; (2) maintenance materials; (3) on-site support; (4) on-site implementation, installation or integration support; (5)re-installation of Software on computer equipment supplied by Oce after modification of such computer equipment by Customer(such as installation of memory, disk, interface boards, other software, etc.); (6)re-installation or re-Initialization of Software after changes in a networking system or alteration of the parameters of Customer's current networking system; or(7)support or service required because of the upgrade of any software not licensed by Oce, such as operating system or utilities software, even if running on computer equipment supplied by ace. Oce may make these services available at Oce's then-current consulting rates. Oce reserves the right to decline to perform such services. 26.0 LICENSE FEE.The license for the various Oce Software products listed herein is covered by a one time license fee for these products. In order to receive updates, fixes and enhancements (maintenance)for the Oce Software products, Customer must continue to pay the license maintenance fee which is identified on the face of the Customer Agreement next to the Software as "Service Charge". If Customer discontinues paying the license. maintenance fee,Customer will not receive maintenance,however,Customer is permitted to use the Oce Software solely with the Product(s)and"as is" with no obligation on the part of Oce with respect to such use or maintenance,subject to the terms and conditions herein including those restricting the assignability of Oce Software. With respect to third party software,ace is a reseller of such software. Customer's license for such third party software is granted from the third party software provider and the terms of the license agreement that comes with that software must be referenced for updates, fixes and enhancements. 27.0 MISCELLANEOUS.This Agreement shall constitute the entire agreement between Customer and Oce with respect to product(s),services and software.Any variance from or additions to the terms and conditions of this Customer Agreement, or any amendments, schedules or addenda, in any purchase order or other written notification from Customer will be of no effect. This Agreement may not be assigned by Customer without the written consent of Oce and shall be binding upon and inure to the benefit of the parties hereto,their legal representatives, permitted successors and assigns. Customer may deliver the signed Agreement to ace by facsimile or electronic transmission.This Agreement shall become effective and legally binding at the earlier to occur of(a)the date it is signed by Customer and countersigned by Oce, or(b)shipment of the Product(s)/Software set forth herein,or (c)upon performance of any Consulting Services, Educational services,or Maintenance set forth herein. By delivering the Customer signed Agreement to Oce by facsimile or electronic transmission, Customer intends and agrees that such facsimile or electronic transmission shall constitute an original of the Agreement,shall be legally binding on Customer as if the Agreement were manually signed by Customer and personally delivered to Oce,shall be the best evidence of the Customer's agreement and shall be admissible in any legal proceeding. Oce shall have no duty or obligation whatsoever to verify or inquire as to the validity, execution, signer's authority, or any other matter concerning the propriety of the facsimile or electronic transmission. No amendment hereunder shall be effective unless In writing,signed by the parties hereto and no waiver shall be effective unless in writing,signed by the party to be charged. Any provision of this Agreement which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceabillty,without invalidating the remaining provisions hereof. Except for obligations of payment, neither ace nor Customer shall be liable for nonperformance caused by circumstances beyond their control,during the time such circumstances exist including,but not limited to, work stoppages, floods, and Acts of God. Customer agrees that Oce may use Customer's name and/or logo in connection with press releases, marketing literature, advertising and other public announcements or publicity materials concerning the Oce Products acquired by Customer from ace.Oce does not acquire any ownership interest in any Customer trademarks. Oce shall properly attribute ownership of Customer's trademarks to Customer.The captions In this Agreement are for convenience only and shall not define or limit any of the terms hereof. This Agreement is the result of negotiation between the parties and,accordingly.shall not be construed for or against either party regardless of which party drafted this Agreement or IN F Iany portion thereof. THIS LLINOIS WITHOUT REGARD AGREEMENT O IS CHOICE OF LAW RUE LES. EacNED h party Sexp expressly andCCOoocabya ACCORDANCE es:: (a) thWITH THE at anyand all legal disputes WS OF THE STATE te whatsoever concerning this Customer Agreement and any amendments,schedules or addenda entered into hereunder,must be brought in the State or Federal courts located in Chicago, Illinois and that such courts shall have the exclusive jurisdiction and authority to resolve such disputes; (b)to submit to the jurisdiction of the State and Federal courts located in Chicago,Illinois,for purposes of resolving legal disputes concerning this Agreement and any Schedules entered into hereunder,and to waive any and all objections to personal jurisdiction and/or to venue;and(c)to waive any right to trial by jury in legal disputes concerning this Agreement and any amendments,schedules or addenda entered into hereunder. Professional Services Terms 28.0 All Professional Services provided hereunder shall be set forth on the Customer Agreement Addendum. A statement of work("Statement of Work")shall be signed by Customer prior to commencement of any Professional Services. The Statement of Work shall include the completion date(if applicable), total cost, a description of the work to be performed, acceptance criteria (if applicable)and maintenance charges(if applicable). All work product created under a Professional Services statement of work and all ideas, improvements,know-how,discoveries,and techniques including without limitation,computer programs,routines and code,developed in connection with Professional Services shall be owned by Oce. Oce grants to Customer a personal,non-exclusive, non-transferable royalty-free limited license to use such work product in the United States solely for Internal use and solely in conjunction with the Equipment identified in the Customer Agreement Addendum. Customer Agreement Terms and Conditions Page 7 of 8 Form#uSA9500 rev 01/09 Educational Services Terms 29.0 All Educational Services shall be set forth on the Customer Agreement Addendum. The following terms are only applicable if Educational Services are purchased and apply to any and all Educational Services purchased hereunder: a. Educational Services are offered to Customer by Oce in the form of training sessions and are provided during Oce's standard business hours (Monday through Friday excluding Oce recognized holidays-8:00 AM to 5:00 PM local time) unless Customer purchases after hour on-site training at additional cost. Training may take place at an Oce central training facility or at Customer's site as determined by Oce and Customer. Each training session is a one-time event or a one-time visit. Customers are charged separately for each training session.The composition and duration of each training session is determined solely at Oce's discretion. b. Unless otherwise set forth in a writing signed by both parties,standard Oce published rates apply. Oce published rates are subject to change without notice. Customer is responsible for Customer's travel and lodging expenses. Oce will bill Customer, and Customer agrees to pay, Oce's reasonable travel,hotel and other reasonable expenses in connection with Customer on-site training sessions. c. Training materials for each training session are provided to Customer and/or Customer's registrants as set forth under Oce's then current policy. Such training materials are Oce Confidential Information. d. Unless otherwise agreed in writing, Educational Services must be completed within sixty(60)days after the date of Installation. In the event Educational Services are not completed within this time period and provided the delay Is not due to Oce, Customer's Educational Services shall automatically terminate with no further obligation on the part of Oce, in which case Customer shall not be entitled to a refund. Monies paid towards a training session In connection with a specific model of Equipment or software is not transferrable to any other model of Equipment or software and may not be used by Customer to pay for any other Equipment, Maintenance, Professional Services or training offering. e. Cancellation. (i)ace may cancel an on-site training session by providing notice to Customer no less than five(5)business days prior to the scheduled date of training. If a training session Is cancelled by Oce and Oce and Customer do not agree to reschedule such session,upon request of Customer,Oce will refund the purchase price for the cancelled training session. Oce is not responsible for any expenses Incurred by Customer or Customer's registrant in connection with such cancellation. (il) Oce may reschedule a training session by providing notice to Customer no less than five (5) business days prior to the scheduled date of training. Oce is not responsible for any expenses incurred by Customer or Customer's registrant in connection with such rescheduling. (iii)Upon written notice to Oce received no less than five business days prior to the date of a scheduled training session, Customer may cancel such training session and receive a full refund of Customer's purchase price for such training session;or, Customer may reschedule such training session at a mutually agreeable time and place. If Oce and Customer do not agree on dates and location for a rescheduled session,upon request of Customer,Oce will refund the purchase price for the cancelled training session. In the event that Oce has Incurred any non-refundable costs or expenses,such as travel,lodging and related expenses, in anticipation of such training session, Customer shall reimburse Oce for such costs and expenses. (iv) Monies received for a training session,the cancellation notice of which is received by Oce within five business days of the scheduled date for such training session, are not refundable. However, Oce may,within its sole discretion, apply such monies to a rescheduled training session. In any event,to the extent Oce has incurred any non-refundable costs or expenses, such as travel, lodging and related expenses,in anticipation of such training session, Customer shall reimburse Oce for such costs and expenses. (v) Oce is not obligated to refund any monies paid for registrants not attending any scheduled training session. e 8 of 8 Form NUSA9500 rev 01/09 Customer Agreement Terms and Conditions Pa 9 Hello