HomeMy WebLinkAbout20061754.tiff fl ) Oce North America , Inc .
\, Customer Agreement
Division: WFPS Contract No:
Order Type: Bundled Lease(Term Rental) Agreement No: 00062998-01
Hardware Rep No: 522
Customer's Sold To Address Customer's.Ship To Address
Company Name: COUNTY OF WELD PLANNING&ZONING Company Name: -see site surveys-
DBA:
DBA:
Contact Name: Julie Given-Wittow
Type of Entity:
['Corporation one) Corporstion ['Partnership ['Sole Proprietor ❑LLC Contact Name:
Address: 918 10TH ST Address:
Address: Address:
City: GREELEY County WELD City County:
State: co Zip: eoesl-sees Phone: (9T0)353-5100 State: Zip: Phone:
Product/Equipment Supplies Description Requeeted Pro- warrardy Tradelnr Installation/ Addenda Totals Total Net Price(Incluse aerial numbers and maw counts when required) Delivmry pack 0WN*' pack 0WN* Pdu Dement Delivery
A TDS4452 08/20/2006 1 0
B TC54 09/20/2006 1 0
C
D
Billing Frequency Intro or Equipment Rental Data Special Delivery Charges
Minimum Rental Payment Term Minimum Payment Cost per Copy Excess Rigging
Monthly
Total (Em,.M a sww.•Tax&Mail-)
Minimum Maintenance Payment Payment No. To Trade in Equip PO Required K-16 Summer Shut-Off(DPS Only)
Monthly Payment No. To ®Yes 0 No Oyes ®No
Copy Allowance Payment No. To Tax Exempt Supplieslncl.
Monthly Payment No. To Oyes IS No Oyes El No
Service(Also used for Rental Copy Allowances/Charges.)
Number of Copies Copy Zone Service service Excess Meter Charge Service Pricing Fl
Allowance Charge Addend (oapMeellbe MledweParaery) zBd
A B&W 2000 Or 0 Scan 0 SOFT 1 Included B&W 0.04200 Clr Scan 0 Oyes IS No Months
8 B&W Unlimited Clr 0 Scan 0 2 Included SAW 0 Clr Scan 0 Oyes IS No Months
C B&W Clr Scan B&W Clr Scan Oyes 0 No Months
D B&W Clr Scan B&W Ch Scan Dyes 0 No Months
Acceptance
Optional Service
Customer Signature acknowledges receipt of 5 (4)documents(See documents listed below) After Hours Addt'l Service.
which are incorporated into this document by reference. Coverage Opt.Coverage Charge Cell Out Charge
DOCUMENT NAME REV. A Dyes ®No
Customer Agreement Addendum For Additional Product/Equipment 12/02 B Dyes IN No
Customer Agreement Terms and Conditions 11/05 C Dyes D No
Oc6/Competitive Trade In Agreement 9/00 D Oyes D No
Site Surveys(2) Comments
This equipment is leased under a separate lease agreement by Oce Financial Services.
Customer Authorized Signature Oce Authorized Signature
Customer Name: Weld Cou , Colorado Date:
Authorized Signature:/e 4 -L .Accepted by:
Name(print): M. J. eile p C Name(print):
Title: Chair Date: JUN 2 8 2006
State of Organization: Colorado Oce North America,Inc.•5450 N.Cumberland Avenue•Chicago,IL 60656
FEIN/SSN 84-6000-813
By execution hereof, the signer certifies that (s)he has read the entire Agreement, that Oc8 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 x l IRAoarvr.�..•1/os
oPoci y
LC�c > t1. Ac 1l(-k
2006-1754
CAL. -7'4- At
ee' ! `` Oce North America , Inc .
j Customer Agreement Addendum
Division: WFPS For Additional Product/Equipment Agreement No: 00062998.01
Order Type: Bundl d Leese(Term
,,,,„„1 Rep No: 522
Hardware Branch No:
Customer: COUNTY OF WELD PLANNING&ZONING
3.Product/Equipment Description Requested Warranty Trade-In/ Installation& Total Net
(induce mb serial nuers.and meter counts DeINe Qty Pre•Peck OF List Price Mai Dl.Price
when required) ry (# DAYS) Oisccunt Delivery Price
Hybrid Controller I $0.00 $O.Iq $11.00
Power Logic Controller License 1 - $0.00 $0.00 $0.00
Security Level I $0.00 $0.00 $0.00
Copy Logic I $0.00 $0.00 $11.00
Scan Logic(Requires a GUI to be ordered) I $0.00 $0.00 $0.00
17"CRT Monitor GUI Kit 1 $0.01 $0.00 $0.00
Media Starter Kit 1 $0.01 $0.01 $0.00
4452 Compact Stacker 1 50.00 50.00 5a.00
Standard Controller Cabinet 1 30.00 $0.00 $0.00
Ore TDS4$11 On.Site User Training 1 $0.00 $0.00 $11.01
2 Help Desk laddents(Only w/HMA or SMA) 1 $0.00 5000 500U
System Integration Service(1/2 Day) I $0.00 50.00 $0.00
Total: $0.00 $0.00 $0.00
(This form must be attached to the completed Order Package when required)
Form#USA9500 rev 12/02
(0e Oce North America , Inc .
`-•_..._/ Customer Agreement Addendum
Division: WFPS For Additional Product/Equipment Agreement No: 000nsee-0+
Order Type: eundled Lease(Term Rep No: 522
mn
"•rd'"'•'• Branch No:
...........................
Customer: courfrr OF WELD PLANNING ZONING
3.Product/Equipment Description Requested Warranty Trade-In/ Installation& Total Net
(Include sedan numbers find meter counts Delius Otyf Pre-Pack a of DAYS) List Price Discount Delivery Pace Maint.Price
when required) ry
(This form must be attached to the completed Order Package when required)
Form trUSA9500 rev 12)02
Customer Agreement Terms and Conditions
Common Terms
1.0 DEFINITIONS.
a. "Oce"shall mean Oce North America,Inc.
b. "Customer"shall mean the business entity defined on the Cover Sheet.
c. Product'shall mean Equipment,including accessories,which are subject to this Customer Agreement("Agreement").
d. "Cover Sheet"shall mean the front page of this Agreement.
e. "Software"shall mean the Oce software modules in object-code form listed on the Cover Sheet and accompanying documentation, together
with programming and/or microcode firmware included or embedded by Oce within Equipment.
f. "Installation Site"shall mean the Customer location specified in the Cover Sheet to which Customer requests that Oce ship the Equipment or
Software. Delivery will be made to the Installation Site.
g. "Effective Date" shall mean (i) the date the installation is completed; or (H) 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.
h. "NOLI Products" shall mean Non-Oce Listed Items, which means hardware, software, equipment, supplies, service, warranty, network
equipment and other items not listed in Oce's price list.
i. "Client Software" shall mean that portion of the Software that resides in, and operates on, the desktop or portable computers in use by
Customer or third parties as provided herein and provides access to the Server Software and computer system resources shared and used by
the Software.
j. "Server Software" shall mean that portion of the 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.
2.0 EQUIPMENT. At the sole discretion of Oce, the Equipment to be delivered pursuant to this Agreement means hardware that is Newly
Manufactured, Factory Produced New Model, Remanufactured,or Used. "Newly Manufactured"shall mean equipment that has been 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. "Factory Produced New Model"shall mean equipment that has been subject to a process of disassembly,cleaning, refinishing,
replacement of defective components with new or used components and has been converted to new-model status. 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. "Remanufactured" shall mean equipment that has been subject to a process of disassembly, cleaning, refinishing, and
replacement of detective components with new or used components and is fully tested to assure product performance and reliability specifications.
"Used"means equipment that is maintained under Oce's authorized technical standards. Used equipment is offered without warranty.
Risk of loss shall pass to Customer upon delivery to Customer's loading dock. From the date of such delivery, until Oce is paid in full for Product(s), if
the Product(s)is lost,stolen,damaged or otherwise rendered unfit for normal use,Customer shall pay Oce an amount equal to the replacement cost of
the Product(s).
3.0 BINDING AGREEMENT. Once this Agreement becomes effective and legally binding as set forth in Section 10, it is non-cancelable. Customer
acknowledges that 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.
4.0 BILLING. Invoices are due thirty(30)days from date of invoice. Customer shall pay all taxes arising from the Agreement. Customer agrees to
pay on demand,as a late charge, 1.5%per month limited by the maximum rate permitted by law,on all overdue payments whether such payments are
due prior to or after a Default. Customer is responsible for freight,delivery and rigging charges.
5.0 WARRANTY.
a. HARDWARE. Oce warrants that on completion of installation Product/Software will be (1) in material conformance with the manufacturer's
published specifications, (2)qualified for Oce's standard maintenance services and(3)free from material defects in workmanship and materials.
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.
During the warranty period,Oce shall repair or, at its sole discretion, replace Equipment or parts thereof determined by Oce to be defective in
material or workmanship,and shall provide service adjustments within the Oce service area during its normal business hours at no charge, as
determined to be necessary upon inspection by an authorized Oce Service Representative. Any repair, replacement of parts and/or adjustment
required because of misuse, improper care or storage, negligence, alteration, accident, use of improper supplies or lack of specified
maintenance with respect to the hardware Equipment is not covered by this warranty, nor is the replacement of expendable items(for example
photoconductor drums, fuser rollers and inkjet print heads- "Expendable Item"). The foregoing examples do not comprise a complete list.
Expendable Items may vary on different products and Oce shall maintain the complete list of Expendable Items. Repair provided by Oce that is
not covered by this warranty will be at Customer's expense. Oce provides no warranty for NOLI Products. For NOLI Products, Customer may
receive a warranty directly from such product or software vendor.
b. EXCLUSION OF CERTAIN WARRANTIES. THE WARRANTIES STATED ARE EXCLUSIVE AND IN LIEU OF ALL WARRANTIES
EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
6.0 CHOICE OF LAW;JURISDICTION; VENUE; NON-JURY TRIAL; LIMITATION OF LIABILITY: The parties hereto agree that this Agreement will be deemed for all
purposes to be fully executed and performed in the State of Illinois and will be governed by Illinois law without regard to its choice of law rules. THE PARTIES
IRREVOCABLY AGREE TO: (a)that any and all legal disputes whatsoever concerning this Agreement,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 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 conceming this Agreement. EXCEPT FOR CLAIMS FOR PERSONAL INJURY OR FOR DAMAGE TO REAL OR TANGIBLE
PERSONAL PROPERTY TO THE EXTENT CAUSED BY EITHER PARTY'S NEGLIGENCE OR WILLFUL MISCONDUCT OR FOR CLAIMS ARISING UNDER SECTION 9,
CONFIDENTIALITY OR UNDER ANY INDEMNIFICATION PROVSION CONTAINED HEREIN, NEITHER PARTY SHALL BE LIABLE,WHETHER IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR LOSS OF USE, 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 TO CUSTOMER FOR ANY CLAIM FOR DAMAGES
RELATING TO OCE'S PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF$50,000.00 OR THE AMOUNT
PAID BY CUSTOMER FOR THE ITEM WHICH IS THE SUBJECT OF THE CLAIM.
7.0 DEFAULT. An event of default shall exist upon the occurrence of all or any one of the following events: (a)Customer does not pay when due any
invoice; (b)Customer ceases doing business as a going concern or is unable to pay its debts as they become due;or(c)Customer shall default in the
performance of any of its obligations to Oce or any assignee arising under this Agreement, or any other agreement between Customer and Oce (an
'Event of Default"). Upon the occurrence of an Event of Default, Oce may terminate its obligations to Customer and declare immediately due and
payable all sums due or to become due hereunder or under any other agreement between Customer and Oce.
8.0 ASSIGNMENT. WITHOUT THE PRIOR WRITTEN CONSENT OF Oce, CUSTOMER SHALL NOT ASSIGN, TRANSFER OR PLEDGE THE
PRODUCT(S)OR THIS AGREEMENT.
9.0 CONFIDENTIALITY. The parties may disclose to each other non-public information, which may include confidential information ("Confidential
Information"). The recipient of Confidential Information shall use the Confidential Information only for the purposes of this Agreement.
10.0 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 terns and conditions of this Agreement in any purchase order or other written notification from
Customer will be of no effect. This Agreement shall become effective and legally binding as soon as (a) it is signed by Customer and (b) it is
countersigned by Oce or(c) upon shipment of the Product(s)/Software set forth herein or performance of any Maintenance set forth herein, whichever
occurs first. Once Customer signs this Agreement, Customer may deliver the signed Agreement to Oce by facsimile or electronic transmission. By
delivering the 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 conceming the propriety of
the facsimile or electronic transmission. Any and all representations, promises, warranties or statements by Oce's agents or representatives that are
not in writing or differ in any way from the terms and conditions of this Agreement shall have no force or effect. CUSTOMER IS SOLELY
RESPONSIBLE FOR ENSURING (1) THAT ITS NETWORKS AND SYSTEMS ARE ADEQUATELY SECURED AGAINST UNAUTHORIZED
INTRUSION AND (2) THAT IT BACKS UP ITS DATA AND FILES. Except for obligations of payment, neither Oce 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. Oce will defend Customer from and pay any ultimate judgment for,direct infringement in the United States by Product(s) or
Software of any patent, trademark,trade secret, protected semiconductor chip mask work,or copyright if Customer promptly notifies Oce in writing of
any alleged infringement,allows Oce to defend such action in Oce's sole judgment,and cooperates with Oce. Oce is not liable for any infringement due
to Product or Software being made or modified by Customer or Customer requested specifications or design,or being used or sold in combination with
equipment,software,services or supplies not provided by Oce. Oce MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY OF INFRINGEMENT
AND HAS NO OTHER LIABILITY FOR INFRINGEMENT. Customer represents that the person signing this Agreement on behalf of Customer has the
authority to execute this Agreement. Any term or condition of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability, without invalidating any of the remaining terms or conditions of this
Agreement. The waiver or failure of Oce to enforce any provision of the Agreement on one or more instances will not constitute or be deemed a
permanent waiver of such provision.
Purchase Terms
The following Purchase Terns are only applicable if Equipment is being purchased under this Agreement.
1.0 PRODUCT. Customer hereby agrees to purchase from Oce at the purchase price and Oce agrees to sell the Product(s) identified on the Cover
Sheet pursuant to the terms and conditions set forth herein. Customer agrees that it is not purchasing the Product(s)for resale.
2.0 SECURITY INTEREST. Oce reserves and Customer grants to Oce a purchase money security interest in the Product and any and all
replacements, substitutions, and repairs thereto, for the purpose of securing the purchase price and all other sums due hereunder. Customer
authorizes Oce to file Uniform Commercial Code financing statements relating to the Product(s),and Customer agrees to reimburse Oce upon demand
for all costs incurred. Customer agrees that an original or a photocopy of this Agreement(including any addenda, attachments and amendments)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.
3.0 TITLE. Title to the Product(s)shall pass to Customer upon delivery to Customer's loading dock,with the exception of Software. Customer does not
receive title to Software.
Equipment&Software Maintenance Terms
1.0 TERM/TERMINATION. Service shall commence on the Effective Date and will be provided at the Installation Site. It the Product(s) is under
warranty, Service shall begin on the day immediately following expiration of the warranty period. Either party may terminate Service without cause by
giving the other at least ninety(90)days prior written notice.
2.0 SERVICE CHARGES. Oce shall invoice the Minimum Maintenance Payment in advance and shall invoice the Excess Meter Charges and other
usage fees ("Service Charges")periodically as indicated on the Cover Sheet. If applicable, Customer shall provide meter readings at the end of each
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.
3.0 PRICE CHANGES. Oce may change prices and terms and conditions for Service effective one year after the Effective Date and once per annum
thereafter unless otherwise noted. Service Charges may be increased at a rate not to exceed fifteen percent(15%)per annum.
4.0 MAINTENANCE SERVICES. "Service" means the repair and/or replacement of parts, subassemblies, and embedded software to keep the
Product(s) in good working order per Oce's written specifications. Parts required for repair may be used or remanufactured in accordance with Oce's
specifications. Service will be provided during Oce's established service availability hours, normally between 8:30 AM and 5:00 PM, and only within
areas designated for Service. Customer shall permit Oce to install,at no cost to Customer,all retrofits designated by Oce as mandatory.
5.0 EXCLUSIONS.The following are not within the scope of Service or warranty: (i) provision and installation of optional retrofits; (ii)enhancement of
any feature of the Product(s); (iii)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 5(a) above; and (xi) performance of service necessitated by any modification, alteration or any
other change whatsoever of Customers computer system into which the Product(s)is integrated or otherwise connected.
6.0 CUSTOMER RESPONSIBILITIES. Customer agrees: (a)to provide Oce with unrestricted access to the Product(s); (b)to use only paper, recycled
paper, parts, photoconductors, toner, or other supplies which in Oce's opinion will not cause excessive Servicing of Product(s); and (c) that replaced
parts are the property of Oce.
7.0 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 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 Oce. 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 shall have an expiration date of sixty (60)
months from the date of purchase,and purchases are non-transferable and non-refundable. The expiration date of unused Incidents may be extended
if requested in conjunction with the purchase of additional Incidents.
C. Oce will provide Software Support to those Customer employees who have been issued an ID code providing emaiVtelephone 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 on the Oce
website with access provided using the Customers ID code. .
E. Software Support does not include: (1)training; (2) Maintenance Materials; (3) on-site support; (4) on-site implementation, installation and
integration support; (5) re-installation of Software on computer equipment supplied by Oce atter 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 Oce. Oce may
make these services available at Oce's then-current consulting rates. Oce reserves the right to decline to perform such services.
Equipment Rental Terms
The following Rental Terms are only applicable if Equipment is being rented under this Agreement.
1.0 RENTAL PAYMENTS. Customer shall promptly pay the payments set forth on the Cover Sheet in advance. If applicable,Customer shall provide
meter readings at the end of each month.
2.0 EARLY TERMINATION. Either party may terminate this Equipment Rental Agreement at any time on ninety (90) days prior written notice. If
Customer terminates this Agreement prior to the end of the Term,Customer shall pay a termination charge equal to the product of the Minimum Rental
Payment specified on the Cover Sheet multiplied by 4 or the number of months remaining in the Term,whichever is less.
3.0 RENEWAL. This Equipment Rental Agreement will renew automatically for the same term as the initial Term unless Oce receives written notice
from Customer electing not to renew the Equipment Rental Agreement at least ninety(90)days prior to expiration of the current Term.
4.0 MAINTENANCE. Customer agrees that the Equipment Maintenance Terms are incorporated herein and during the Term it will not move the
Product(s)from the Installation Site or terminate Service.
Software License Terms
1.0 In exchange for timely payment of the Software license fee(s),Oce hereby grants to Customer a nonexclusive, nontransferable, limited license to
use the Software as follows:
(i) Single Workstation License. Customer may install the Software on a single workstation (CPU) at the Installation Site solely for the internal use of
Customer and its employees.
(li) Fixed Client/Server License. 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(CPUs)on which the Client Software has been installed exceed the number of workstations specified in the
Agreement.
(Hi)Concurrent ClienUServer License. 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 Agreement.
2.0 Except as expressly provided herein,Customer shall not,without the prior written consent of Oce,copy the Software in whole or in part,except that
Customer may make one (1) copy of the Software for backup purposes. The original and any copy in whole or in part of the Software made by
Customer shall include Oce's copyright and other proprietary notices and shall remain the property of Oce. Customer agrees that it will not translate,
disassemble, decompile, reverse engineer, or create derivative works based on the Software or any portion thereof. The license for embedded
Software is concurrent with the Customer's right to use the Product(s) and is terminated with the Customer's right to use the applicable Product(s).
Upon distribution of the Client Software to a third party, Customer shall ensure that the third party is required to read and accept the End-User License
Agreement("Clickwrap Agreement")included as part of the Client Software.
3.0 NO WARRANTY. Customer expressly acknowledges and agrees that the Software is provided"as is"and without warranty of any kind.Oce DOES
NOT WARRANT THAT THE SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE
UNINTERRUPTED OR ERROR FREE. Customer acknowledges that operation of the Software may result in loss of data.
4.0 TERMINATION. Upon termination of this Agreement, all licenses granted to Customer with respect to the Software, including upgrades and
updates, and Customer's right to possess or use the same, shall immediately cease. Upon such termination, Customer shall: (i) cease to use the
software; (ii) return all Software, Confidential Information, and Software documentation; and (iii)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.
5.0 MISCELLANEOUS. CUSTOMER ACKNOWLEDGES THAT THE 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
Software is "commercial computer software" as that term is defined in the DFARS and, therefore, that the U.S. Govemment is subject to DFARS
227.7202. The contractor/manufacturer is Oce North America, Inc., 5450 North Cumberland Avenue, Chicago, IL 60656. None of the 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.
Oce/COMPETITIVE TRADE IN AGREEMENT Agreement No: 0006 2998-01
Order Control Number
Customer Number 969265
flood Et tiptttet4t 0a**
Requested Delivery
Trade'h„ nt
Manufacturer loai«— CGnon
•
Model yes CP 1 OO4-O
Accessories
Serial Numbers otl69'-i
Meter Read
[Wick Up Trade In To be picked up by
®Customer Scrap on Site (Customer Takes Responsibility for Disposal)
['Excess Rigging To Remove
Original Install Date
Expected Removal Date
TRADE-INS: Customer hereby transfers and assigns to Oce, title to all trade-in products applicable hereunder. Customer
warrants to Oce that it has clear merchantable title to all such trade-in products and that they will be in same trade-in
condition upon delivery to Oce as on the date such equipment was inspected by Oce.
OY Site Survey
TDS4A52,Buyout TDS400/1'DS450 Family,Trade iD:TDS400/TDS450 Family
Site Information
Customer Name: COUNTY OF WELD PLANNING&ZONING
Department: Planning and Zoning Department Floor: Ground Room/Suite: Ground
Address: 91910TH ST
City: GREELEY State: CO Zip: 90631-3965
Contact Name:(1) Rose Everett Phone: 970.3564000422 Ext:
Contact Name:(2) Juliewmow Phone: (970)353-6100 Ext:
Region: Branch: Denver Service Zone:
Inspection Date: 00/2012006 Requested Install Date: 08120/2006
Priority Message: Please advise as the egeuipment becomes available
Other Comments:
Delivery Requirements
Is a loading dock available? ❑Yes ® No Delivery hours? to
If not, list building entrance dimensions(list dimensions in inches) : Height: 120 Width: 139
Door Width: 192 Corridor Width: 120 Step Width: 0
#of steps(outside): 0 #of steps(inside): 0
Stair Crawler Required? 0 Yes ® No Number of floors: 0
Will an elevator be used? 0 Yes 0 No Elevator hours? to
Elevator appointment required? ❑Yes (0 No If yes,contact name&phone:
Elevator Dimensions(in inches): Width: 0 Depth: o Load Capacity: 0
Elevator Door Opening (in inches): Height: o Width: 0
Customer to move fixed obstructions prior to installation unless special arrangements are made. 0 Yes ® No
If"No", list specifics,contact and phone number:
Will floor protections be required: 0 Yes ® No
Has the floor condition been confirmed satisfactory by the customer? ®Yes ❑ No
Current Equipment
REPLACEMENT EQUIPMENT
Make: D« Model: TDS400 Serial Number: 0442009000
To Be Removed By:
Special Instructions:
*If existing equipment is to be removed by Oce, additional labor will be invoiced at current published service rates.
Supplies
To assure optimum equipment performance is achieved, it is recommended that a supply order be processed along
with the equipment.
Bond fl Oce-North America ❑ Other ❑ Not Used
Translucent Bond 0 Oce-North America 0 Other ❑ Not Used
Vellum ** 0 Oce-North America ❑ Not Used
Film 0 Oce-North America 0 Other 0 Not Used
Toner Catalog Number B5250018343 (Two bottles and two waste toner bags)
Develo• -r Catalo! Number D57045011 One bottle of develo ler
Field Service
Installation Technician: DAVID CRARTKD5 Employee ft 45'3
Primary Technician: DAVID CBARTKU5 Employee# 4573
Back-up Technician: KELLY L DREXLER Employee# 7509
Key Operator
Key Operator(s) will be trained upon completion of install:
Key Operator Name: "11ew'D°" Phone/Ext: (970353-S,w
Risk Deakins (970)353-6100
Name: Phone/Ext:
Please ensure that all signatures are present
Oce Representative: Date:
Customer: Date:
Field Service Manager: Date:
Environmental Considerations/Conditions
It is important that the TSD450 product be installed in a room with appropriate dimensions. (See the space
diagram). Should the room not meet the minimum space requirements, the installation will have to be authorized
by the Region Sales Manager and the Region Service Manager.
The TDS450 Product should be placed where it will not be affected by ammonia fumes, or in direct sunlight. The
ammonia concentration should not exceed 25 parts per million. Relative humidity should be in the range of 20% to
80%. The TD5450 Printer weighs 375Lbs. the Scanner weighs 150Lbs. The floor load requirements are 129 lbs. per
square yard.
Space Requirements
A minimum floor space of 98 ft2 is required for Oce TDS450 plotter and scanner.
A minimum floor space of 60 ft2 is required for Oce TDS450 plotter alone
Notes:
Receiving Trry
1optiawR
1
a.. .....Network 2Y -Wea_ I1.7 Cc•troller•-b'n PIOm l_ uw
I - Sumer
Plotter I•—�
[7 - e IL /4
MIS -
101W • - err
Printer/Scanner to Controller 13 ft.
Note:Drawing is not to scale Optional 26ft. cables available
The Oce TDS450 should not be placed near a water boiler, humidifier or subject to ammonia fumes or direct
sunlight.
Electrical Requirements
Customer is responsible for providing the electrical requirements listed below prior to the machine
installation. Electrical receptacles (as shown below)are required.
• 115 Volt • 20 Amps for plotter
• 3 Wire Ground 15 Amps for scanner
15 Amps for controller O 0 CI
• Electrical Supply must be a dedicated line
NEMA 5-20R NEMA 5-15R NEMA 5-15R for
for Printer for Scanner Controller
The electrical service will be available on:
Shipping Information
WEIGHTS (in Ibs) and DIMENSIONS (crated in inches):
Item lxwxh
Crated Uncrated Dimensions ks •
1 Oce TDS450 Print Engine 485 375 53'1 x 40 x 50
2 Oce TDS450 Scanner 205 150 53 x 36 x 50
3 Oce Controller Cabinet 112 85 27 x 20 x 40
4 Oce Compact Output Stacker 128 100 N/A
•
Site Survey •
oceTCS4
Site Information
Customer Name: COUNTY OF WELD PLANNING&ZONING
Department: Planning and Zonng Department Floor: Ground Room/Suite: Ground
Address: 41810TH ST
City: GREELEY State: co Zip: 80831-3845
Contact Name:(1) JulieYMtow Phone: 4703534+00 Ext:
Contact Name:(2) Rick Deakins Phone: (470)35343100 Ext:
Region: Branch: Denver Service Zone: 2
Inspection Date: 0vfa2004 Requested Install Date: 08/2012004
Priority Message: Please advise when the equipment is due
Other Comments:
Delivery Requirements
Is a loading dock available? ❑Yes 0 No Delivery hours? to
If not, list building entrance dimensions (list dimensions in inches) : Height: 120 Width: 138
Door Width: 142 Corridor Width: 120 Step Width: 0
#of steps(outside): 0 #of steps(inside): 0
Stair Crawler Required? ❑Yes ® No Number of floors: 0
Will an elevator be used? 0 Yes ® No Elevator hours? to
Elevator appointment required? 0 Yes ® No If yes,contact name&phone:
Elevator Dimensions (in inches): Width: 0 Depth: 0 Load Capacity: o
Elevator Door Opening(in inches): Height: 0 Width: 0
Customer to move fixed obstructions prior to installation unless special arrangements are made. 0 Yes ® No
If"No", list specifics,contact and phone number:
Will floor protections be required: 0 Yes 0 No
Has the floor condition been confirmed satisfactory by the customer? ®Yes 0 No
Current Equipment
REPLACEMENT EQUIPMENT
Make: owe Model: TDS400 Serial Number: 0442004000
To Be Removed By:
Special Instructions:
"If existing equipment is to be removed by Oce, additional labor will be invoiced at current published service rates.
Supplies
To assure optimum equipment performance is achieved, it is recommended that a supply order be processed along
with the equipment.
Bond fl Oce-North America ❑Other ❑ Not Used
Translucent Bond 0 Oce-North America ❑Other 0 Not Used
Vellum ** 0 Oce-North America ❑ Not Used
Film 0 Oce-North America 0 Other 0 Not Used
Toner Catalog Number 85250018343 (Two bottles and two waste toner bags)
Develo•er Catalo! Number D57045011 One bottle of develo tier
Field Service
Installation Technician: DAVID CRAHMKus Employee# 4573
Primary Technician: DAVID CBAHTKUS Employee it 4573
Back-up Technician: KELLY L DREXLER Employee '50A
Key Operator
Key Operator(s) will be trained upon completion of install:
Key Operator Name: '"'1e`"'"°"' Phone/Ext: (970)353-5,90
Rick Deakins (970)3534100
Name: Phone/Ext:
Please ensure that all signatures are present
Oce Representative: Date:
Customer Date:
Field Service Manager: Date:
Environmental Considerations/Conditions
It is important that the TSD450 product be installed in a room with appropriate dimensions. (See the space
diagram). Should the room not meet the minimum space requirements, the installation will have to be authorized
by the Region Sales Manager and the Region Service Manager.
The TD5450 Product should be placed where it will not be affected by ammonia fumes, or in direct sunlight. The
ammonia concentration should not exceed 25 parts per million. Relative humidity should be in the range of 20% to
80%. The TDS450 Printer weighs 375Lbs. the Scanner weighs 15oLbs. The floor load requirements are 129 lbs. per
square yard.
Space Requirements
A minimum floor space of 98 ft2 is required for Oce TDS450 plotter and scanner.
A minimum floor space of 60 ft2 is required for Oce TDS450 plotter alone
Notes:
t !
R.c.Mng TrN
ro
/ at
mart xr us.. .__sr— - u.
,=----.VC-
./ amrwk....jPIS _.....cmo. ti. 1 Sc. ..
11 -Y- L
____%i i
101W . pr
Printer/Scanner to Controller 13 ft.
Note:Drawing is not to scale Optional 26ft. cables available
The Oce TDS450 should not be placed near a water boiler, humidifier or subject to ammonia fumes or direct
sunlight.
Electrical Requirements
Customer is responsible for providing the electrical requirements listed below prior to the machine
installation. Electrical receptacles (as shown below)are required. (If [-)• 115 Volt • 20 Amps for plotter
• 3 Wire Ground 15 Amps for scanner
(in-)
15 Amps for controller O O O
• Electrical Supply must be a dedicated line
NEMA 5-20R NEMA 5-15R NEMA 5-15R for
for Printer for Scanner Controller
The electrical service will be available on:
Shipping Information
WEIGHTS (in lbs) and DIMENSIONS (crated in inches):
Item lxwxh
N Crated Uncrated Dimensions k a
1 Oce TDS450 Print Engine 485 375 53% x 40 x 50 -' ; 'R""`-•»'
2 Oce TDS450 Scanner 205 150 53 x 36 x 50
3 Oce Controller Cabinet 112 85 27 x 20 x 40
4 Oce Compact Output Stacker 128 100 N/A
Oce Financial Services, Inc.
Term Rental Agreement
_9.09:. v.ls.¢'euv..____
OFSI Origination'office: 5450 Cumberland Avenue Chicago IL 60658 Contract No:
OFSI Administrative office: 5600 Broken Sound Blvd.Boca Raton FL 33487
' > tO
U :�...... ., p}, �hffQ(>IltatkMlk:a ,, a'$kInarr%s g4g)pit(elv. _&��q�t�jlpffiRrt'�4. Yr "� I�r`,
Customer Full Legal Name: COUNTY of WELD'LAttMMG a ZONING Customer Full Legal Name: wuNTY
°F WELD PLANNING&wow-see Bib
DBA: DBA:
Contact Name: Jul.GiwmWmew Contact Name: Jul.Givan-Wlttow
Contact Phone: 070)3534100 Email: Contact Phone: (970)3534/00 Email:
Address: en 10TH ST Address: sue writ sr
Address: Address:
City: GREELEY County: vac qty. GREELEY County: WELD
State: co Zip: 806314165 State: co Zip: seem4e06
Federal Tax loll: Zsl}-1-' boOO$13
"rtakot- o e`.i � `+Sa.` 'd aS., h 4e b+ � Tn. .3 .>' Lfi:+o- 4:.. ""hN �31 i.
Rental Term Mmber U� g Cycle Entl d Ten ..
Rental Payment PaYmens Bllfirg eao plasm see the ea+Mara Esa60m eta A
Per IsSISMSOS
$eam e0 60 YaWYy F'ay
WPORTANT•Rental Payment WO be adjusted for applicable tams. Payments are due an the first deed,month P tit to first regular payment due on the first rite month alter
equipment estataton.Them iW!be a pro-rateddtarge brine period bet een the Installation date and the first d to next month.
Deer Custom.,,This Contract Is ratan hi serape and easy to reed language.The words YOU and YOUR refer to the Customer as the Lessee.TM words WE,US and
OUR refer to the Lessor,Oda Feancial Services,Me.
1. CONTRACT:We agree to rent to you and you agree to rent horn us the equipment,software and servkm("Equipment)listed above or identified In any attached equipment
schedule(*Contract).You promise to pay us the Rental Payments according to the terms tithe payment schedule shown above or on any equipment schedule hereto.The
Equipment we be used for business and/or commercial purposes and we not be used for personal,family or household purposes.
2. START OF CONTRACT;DUE DATE OF RENTAL PAYMENTS:The rental term('Rene!Term")shall be for the period specified herein.The Rental Term shall start when the
Equipment Is ready for commercial operation,but in no event later than 30 days after delivery of the Equipment('Rental Start Date").You agree to inspect the Equipment upon
denary and verily by telephone or in writing such information as we may require.For the Rental Term,you agree to pay the Rental Payments the number of payments
("Number of Payments')specified herein. We bit on the first of each month The first Rental Payment will be due on the first day of the month immediately following the Rental
Start Date('Regular Payment Date)and the remaining Rental Payments wit be due on the same day of each consecutive payment period thereafter for the duration of the Rental
Term.For the period covering the Rental Start Date to the first Regular Payment Date(Interim Period'),you shaft pay us an amount equal to the Rental Payment divided by 30
and mutpled by the number of days in the interim Period.Such amount shall be due and payable on the tenth day following the Rental Start Date,and the Rental Term w01 be in
addition to the Interim Period.You agree to remit to us the Rental Payment and all other sums when due each Billing Cycle at the address we provide to you from time to time.
Rental Payments are due whether or not you are invoiced.You authorize us to adjust the Rental Payments by not more than 15%to reflect(I)any reconfiguration of the Equipment
that results in a change in the cost by the manufacturedsupplier,or(it)adjustments to reflect applicable sales taxes.For any payment that is not received by its due date,you
agree to pay a late charge equal to a finance charge of 1.5%on any delinquent balance(not to exceed the maximum amount permitted by law). My security deposit you have
Oven us may be used byus to cover or losses we may suffer due to your default of any Contract If applicable,the Security Deposit wit be held by us.without Interest,
and may be commingled( required by law),until al obligations under ths Contract are satisfied,and may be applied at our opton against amounts due under this
Contract.The Security Deposit,at our°peon,wit be(I)returned to you upon termination of the Contract,provided you era not in default,or(II)applied to the last Rental Payment
or(1i)applied to the amount we may quote for any purchase or upgrade tithe Equipment
3. RENTAL CHARGES.You agree to:(a)pay all costs and expenses associated with the use,maintenance,servicing,repair or replacement of the Equipment(b)pay all premiums
and other costs of insuring the Equipment(c)reimburse us for all costs and expenses(including reasonable attorneys'fees and court costs)Inroad in enforcing this Contract and(t)
pay al other costs and menses for which you are obligated under this Contract You agree,at our discretion,to ether(1)reimburse us amuety for all personal property and other
similar taxes and governmental charges associated wilt the ownership,possession or use of the Equipment,or(2)remit to us each Barg Cycle our estimate of the pro-rated n*aert
of such taxes and governmental charges.You agree to pay us an administrative fee forte processing of any Contract Charges that may be due and payable under this Contract.We
may take on your behalf,any action required under this Contact that you fail to take,and upon receipt of our Invoice you wall promptly pay our costs(eciudrg insurance premiums and
other payments to affiliates),plus reasonable processing fees.Restdcive endorsements on checks you send to us wit not reduce your obligations to w.We may charge you a return
check or non-sufficient kids charge of$25 foram check that Is returned by the bank foram reason(not to exceed the m axis m amount permitted by law).We have the option to
charge a Contract origination charge of$150(for processing and UCC flings),which dial be due and payable with the first Rental Payment.
The terms of this contract(inducing those on the reverse side)should be mad carekey because only those tams b writing am enforceable.You agree to comply with the terra
and condtons WIN,contract and understand that this contract is non-cancelable for any reason unetat youroblgatms have been met You certify that at the hdomaton
contained in this contract and your application was coned and compete when this contract was signed.You have selected the Equipment based on your own judgment and we
have no responsibility as to the satisfactorypedamace or maintenan e of the Equipment
Neither the suppler nor any of Its salespersons are our agent They have no auto& to speak on our behalf or make any ch tinges to the Contract The Contract may not be
modified except in wring signed by both parties. By signing below,you(a)catty that you have read the enure Contract(b)that neither we nor our representatives have made
any agreements or representations except asset forth herein min the equipment schedule end(c)you am duly authorized to execute the Contract on behalf of your organization.
This Contract wW not commence and WO not be binding on us until accepted by us.
t tlEttitr' Gf c&f9nalllS . Acrip 'ty 044th h taw i damn esr7[X4
Customer Name: Weld County Colorado Name: Oce Financials [I
Authorized Signature: 71. 4,0 4_ _ Authorized Signature:
Clir—Sr Lg.
Name only M. J. Geile Name@kb:
Jack Sc elli
TNe: Chair Data: JUN 2 8 2006 I.�Assistant Secretary Dare: % 8 pro
Page 1 of 3
4. EQUIPMENT OWNERSHIP:We are and shall remain the sole owner of the Equipment.You agree to keep the Equipment free from tiers and encumbrances.The Equipment shall Sways
remain personal properly even though the Equipment may become attached or affixed to real property.If this Contract is determined to be a secured lease,you hereby grail us a security interest in
the Equipment and all aawcsiors,attachments,replacements,substitutions,modifications and additions thereto,now or hereafter acquired,and all proceeds thereof(including insurance proceeds).
5. REPRESENTATIONS,COVENANTS:You represent and warrant that all customer information provided in this Contract and any associated documents are true,accurate and complete.You
agree to inform us in advance of any change in the status or type of your organization,state of organization,organization ID number or FEIN.Upon our reasonable request,you will provide us with
recent audited financial statements and other organization documentation.
6. NO WARRANTIES:WE ARE LEASING THE EQUIPMENT TO YOU'AS IS'WITH NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE,DESIGN,CONDITION,OR THE QUALITY OF THE MATERIAL OR WORKMANSHIP.WE ARE NOT RESPONSIBLE FOR ANY REPAIRS OR
SERVICE TO THE EQUIPMENT OR ANY DEFECTS OR FAILURES IN OPERATION.We assign to you for the term of this Contract any transferable manufacturer or supplier warranties.We are
not liable to you for any breach of those warranties.You agree that upon your acceptance of the Equipment,you will have no set-offs or counterclaims against us.
7. USE, MAINTENANCE AND REPAIR.You will keep the Equipment only at the address shown in the Contract and you will not move it from that address unless you get our prior written
consent.You agree to:(a)keep the Equipment in your exclusive control and possession;(b)use the Equipment solely for the purpose for which it was designed and in conformity with all insurance
requirements,manufacturers instructions and manuals:(c)keep the Equipment repaired and maintained in good working order and as required by the manufacturers warranty,certification and
standard full service maintenance contract;and(d)give us reasonable access to inspect the Equipment and its maintenance and other records;(e)not install any accessory or device on the
Equipment if such(i)is not readily removable,or(ii)will impair the originally intended function or use of such Equipment.All options,additions,repairs,parts,accessories,equipment and devices
attached to the Equipment that are not readily removable,shall become our property.
8. LOSS OR DAMAGE.If any item of Equipment is lost,stolen or damaged you will,at your option and cost,either.(a)repair the item or replace the item with a comparable item reasonably acceptable
to us;or(b)pay us the sum of(i)all past due and current Rental Payments and Rental Charges,(ii)the present value of all remaining Rental Payments and Rental Charges for the item,discounted at the
rate of 6%per annum(or the highest rate permitted by law,whichever is higher)and(iii)the Fair Market Value of the Equipment.We oil then transfer to you all our right title and interest in the Equipment
AS-IS AND WHERE-IS,WITHOUT ANY WARRANTY.Insurance proceeds shall be applied toward repair,replacement Of payment hereunder,as applicable.In this Contract,'Fair Market Value'of the
Equipment means its fair market value at the end of the Rental Temp,assuming good order and condition(except for ordinary wear and tear from nomal use),as estimated by us.
9. INSURANCE:Until this Contract is paid in full and the Equipment has been returned to us,you will:(a)keep the Equipment insured for its full replacement value against all types of loss,
including theft,flood and earthquake coverage,and name us as loss payee;and,(b)provide and maintain acceptable comprehensive general public liability insurance.All policies shall require the
insurer to provide us at least thirty days prior written notice of any material change,cancellation or non renewal of coverage.If you do not provide us with acceptable evidence of insurance,we may,
but will have no obligation to,obtain insurance for you and add a charge to your Rental Payment which will include the premium cost and related costs.
10. LIABILITY:You are responsible for all losses,damage,claims.infringement daims,iriudes and attorneys'fees and costs('Claims'),incurred or asserted by any person,in any maim relating to the
Equipment,including its use,condition or possession.You agree to defend,hold harmless and indemnify us against all Claims,although we reserve the right to control the defense and to select or approve
defense counsel.This indemrity continues beyond the termination of this Contract,for acts or omissions that occurred during the Term of this Contract.You also agree that this Contract has been entered
into on the assumption that we will be entitled to certain tax benefits available to the owner of the Equipment.You agree to irdemrify us for the loss of any irceme tax benefits caused by your acts or
omissions inconsistent with such assumption or this Contract In the event of any such loss,we may increase the Rental Payments and other amounts due,to offset any loss of tax benefits.
11. TAXES:PERSONAL PROPERTY TAX FEES:You agree to reimburse us for applicable sales and/or use tax and all other taxes,tees,fines and penalties which may be imposed,levied or
assessed by any federal,state or local govemment or agency which relate to this Contract,the Equipment or its use(excluding,however,any taxes based on our net income).Fines and penalties
will be limited to any incurred as a result of your failure to act in accordance with federal,state and local tax laws and codes and/or the terms of this Contract.You agree to reimburse us for
reasonable costs and an administrative fee incurred in collecting or paying any taxes,assessments,charges,penalties or fees.
12. ASSIGNMENT:You may not assign or dispose of any rights or obligations under any portion of this Contract;nor shall you sub-lease the Equipment without our prior written consent.We may,
without rotitying you,(a)assign this Contract or our interest in the Equipment;and(b)release information we have about you and this Contract to the manufacturer,supplier or any prospective
investor,participant or purchaser of this Contract.My such information shall be deemed confidential by the recipient and us. If we do make an assignment under subsection 13(a)above,our
assignee will have all of our rights under this Contract,but none of our obligations.You agree not to assert against our assignee claims,offsets or defenses you may have against us.
13. DEFAULT:DAMAGES:It you(a)fail to make any Rental Payment or Rental Charge when due;or(b)become insolvent or commerce bankruptcy or receivership proceedings or have such
proceedings commenced against you;or(c)terminate your esstencce by merger,consolidation,sale of substantially all your assets;or(d)default under any other agreement you have with us or our
affiliates,or(e)otherwise breach any warranty,covenant or provision of this Contract,we may accelerate the remaining balance due on this Contract and demand the immediate retum of the
Equipment to us.If you do not return the Equipment to us within ten(10)days of our notice of your default,you will also pay the End of Term Purchase Option stated on the applicable equipment
schedule.We may also use any remedies available to us under the Uniform Commercial Code or any other applicable law.To the extent permitted by law,you waive(i)any notice of our
repossession and/or(ii)any requirement for us to dispose of the Equipment or otherwise mitigate our damages.By repossessing any Equipment,we do not waive our right to collect the balance
due on this Contract.
14. WAIVER: Our delay or failure to enforce our rights under this Contract will not prevent us from doing so at a later time.
15. CHOICE OF LAW;JURISDICTION:VENUE;NON-JURY TRIAL,LIMITATION OF LIABILITY:You and any Guarantor hereto agree that this Contract will be deemed for all purposes to be fully
executed and performed in the State of Illinois and will be governed by Illinois law.YOU AND ANY GUARANTOR EXPRESSLY AND IRREVOCABLY AGREE TO:(a)BE SUBJECT TO THE
PERSONAL JURISDICTION OF THE STATE OF ILLINOIS IN ANY CONTROVERSY THAT MAY ARISE RELATING TO THIS CONTRACT,ANY GUARANTEE OR THE EQUIPMENT; (b)
ACCEPT VENUE IN ANY FEDERAL OR STATE COURT IN ILLINOIS AND AGREE THAT SUCH COURT WILL BE A CONVENIENT PLACE FOR ANY TRIAL;AND,(c)WAIVE ANY RIGHT TO
A TRIAL BY JURY.You and any Guarantor further acknowledge and agree that subsections(a)through(c)are conditions precedent to and are material inducements to our entering into this
Contract with you and any Guaranty with any Guarantor.NEITHER PARTY,SHALL BE LIABLE,WHETHER IN CONTRACT,TORT(INCLUDING NEGLIGENCE),STRICT LIABILITY OR ANY
OTHER LEGAL THEORY, FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR COSTS OF SUBSTITUTE USE OR PERFORMANCE, OR FOR INDIRECT, SPECIAL, 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 SUFFERRED
BY ANY THIRD PARTY INCLUDING YOUR CUSTOMERS. OUR MAXIMUM LIABILITY TO YOU FOR ANY CLAIM FOR DAMAGES RELATING TO OUR PERFORMANCE OR NON-
PERFORMANCE UNDER THIS CONTRACT SHALL BE LIMITED TO THE LESSER OF$100,000 OR THE AMOUNT PAID BY YOU FOR THE ITEM WHICH IS THE SUBJECT OF THE CLAIM.
16. FINANCE LEASE;AMENDMENTS:YOUR OBLIGATION TO PAY ALL AMOUNTS UNDER THIS CONTRACT IS ABSOLUTE AND UNCONDITIONAL.THIS CONTRACT IS A'FINANCE
LEASE'UNDER THE UNIFORM COMMERCIAL CODE('UCC).THIS CONTRACT MAY NOT BE AMENDED EXCEPT IN WRITING THAT WE HAVE SIGNED. YOU WAIVE ANY AND ALL
RIGHTS AND REMEDIES YOU MAY HAVE UNDER UCC 2A-50B THROUGH 2A-522, INCLUDING ANY RIGHT TO: (a) CANCEL THIS CONTRACT; (b) REJECT TENDER OF THE
EQUIPMENT;(c)REVOKE ACCEPTANCE OF THE EQUIPMENT;(d)RECOVER DAMAGES FOR ANY BREACH OF WARRANTY;AND(e)MAKE DEDUCTIONS OR SET-OFFS,FOR ANY
REASON,FROM AMOUNTS DUE US UNDER THIS CONTRACT.IF ANY PART OF THIS CONTRACT IS INCONSISTENT WITH UCC 2A,THE TERMS OF THIS CONTRACT WILL GOVERN.
17. RETURN OF EQUIPMENT.It you are in default,or you do not purchase the Equipment at the end of the Rental Term(or any quatedy renewal tern),you shall retum all of the Equipment,
freight and insurance prepaid at your cost and risk,to wherever we indicate in the continental United States,with all manuals and maintenance logs,in good working order and condition(except for
ordinary wear and tear from normal use),packed per the manufacturer or suppliers specifications,and pay an inspection, restocking and handling fee of$250, not to exceed the maximum
permitted by law,as reasonable compensation for our costs in processing returned equipment.You will pay us for any loss in value resulting from your failure to maintain the Equipment in
accordance with this Contract,missing components,or for damages incurred in shipping and handling.
16. UCC FILINGS:You authorize us to file UCC financing statements,and any amendments thereto,to show our interest in the Equipment and any proceeds.You authorize us to insert or correct
missing information on this Contract,including contract number,your legal name,serial numbers,Equipment location,and any information describing the Equipment.
19. MISCELLANEOUS:You agree that any Purchase Order issued to us covering the Equipment or Contract,is issued for purposes of authorization and your internal use only,and none of its terms and
conditions shall modify ttis Contract.:If we agree,you may transmit this Contract,equipment schedule and related documents to us by telecopy or facsimile('fax').The fax document shall constitute an
original of the documents and best evidence of the parties'agreement,and shall be binding on you as if it were manually signed and personally delivered.You agree that the fax document will be
admissible in any legal action.We have no duty to verily or inquire as to the validity,execution,signers authority or any other matter concerting the propriety of any fax. Notices,requests or other
communcafions required under Me Contract to be sent to ether party shall be in writing and shall be hand,oveniglt courier or certified mail.You agree to service of process by certified nail at your
address above in connection with any legal action brought by Oce.If any provision of this Contract is unenforceable,invalid or illegal,the remaining provisions will creme to be effective.
20. END OF TERM OPTIONS.At the end of the Rental Term and upon 90 days prior written notice to us,you shall either(a)return all of the Equipment in accordance with Section 17 above,or
(b)purchase all of the Equipment AS-IS AND WHERE-IS,WITHOUT ANY WARRANTY,for the End of Term Purchase Option price stated herein,plus applicable sales and other taxes.It notice is
not received by us,this Contract shall continue on a quarterly basis and you shall pay us the same Rental Payments and Rental Charges applicable during the Rental Term until the Equipment is
returned to us or you pay us the appropriate purchase price(and taxes).It you are in default,and upon demand by us,you shall retum the Equipment in accordance with Section 17 above.
21. COST PER IMPRESSION PROGRAM(it applicable):As part of the Rental Payment,you are entitled to a Copy Allowance of the number of impressions specified herein.It the PER FOOT
PRICING option has been selected;all Print Charges will be billed on a per foot basis,with each linear or square foot equal to one impression. We are acting solely as an administrative agent for
the supplier,Oce-USA,Inc.in the billing and collection of these Print Charges.Additional charges for the Cost per Impression program may be invoiced for the following:(a)if you use more than the
Copy Allowance in a given period,you will pay an additional charge and such charge will be invoiced by and payable to Oce North America,Inc;(b)if Oct North America,Inc.determines that you
have used more than 10%over the manufacturer's recommended specification for supplies,you agree to pay reasonable charges for those exrxs supplies directly to Oce North America,Inc;(c)
upon 30 days prior written notice,One North America,Inc.may annually increase the portion of your Rental Payment allocated for the maintenance of the Equipment;such increase in any one year
shall not be more than ten percent over the previous years'maintenance charges;however,if you selected the Oce North America,Inc. FIXED PRICE PLAN,Oce North America,Inc.will forego its
right to increase the maintenance component throughout the initial Rental Term.
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bee Oce Financial Services , Inc .
Term Rental Agreement
Contract No:
Product/Equipment Supplies Detail
Manufacturer Item/Description
Oc6 Oce TD5400/rDS450 2 Roll Printer w/Compact Stacker
1. Oct. -Oce TDS400/TDS450 2 Roll Printer w/Stekr(7084452)
Cleo Oce TCS4(4510)Scanner
2. Oce -Oce TCS Scanner(TCS4) .
3. Oce Buyout-TDS400/TDS450 Family X0442004000
Payment Schedule(Step Leese Only)
Payment Number I To 50 5868.00
Payment Number To
Payment Number To
Payment Number To
Payment Number To
Comments
1. GOVERNMENT CUSTOMER TERMS(if applicable)
a. FUNDING.You state that it is your intent to make all Rental Payments and Rental Charges required under this Contract.In the event that(i)through no action initiated
by you,your legislative body does not appropriate funds for the continuation of the Contract for any fiscal year after the first fiscal year and has no funds to do so from other
sources and(H)you have made a reasonable but unsuccessful effort to find a viable assignee within your general organization who can continue this Contract,this Contract
may be terminated.To effect this termination,you shall,30 days prior to the beginning of the fiscal year for which your legislative body does not appropriate funds,send us
written notice stating that your legislative body failed to appropriate funds and that you have made the required effort to find an assignee.Your notice must be accompanied
by payment of all sums then owed us under the Contract and must certify that the canceled Equipment is not being replaced by equipment performing similar functions
during the ensuing fiscal year. If as part of the Contract we included non-recoverable expenses (including but not limited to existing lease buyout charges, negative
amortization due to deferral or step payments, non-Oce equipment,supplies,training,consulting,technical support,implementation fees,financed maintenance,delivery or
installation), then you agree that should you will fully reimburse us for the remaining balance of these non-recoverable expenses. You shall return the Equipment in
accordance with the Contract and certify that,when returned,the Equipment will be free of all liens and encumbrances.You will then be released from your obligations to
make any further payments to us under this Contract(and we will retain all sums paid to date).
b. TAX TREATMENT. If the End of Purchase Option is$1,we have accepted this Contract on our basis claiming any interest paid by you as exempt from our federal
income tax under Section 103(c)of the Internal Revenue Code of 1986.Should we lose the benefit of this exemption as a result of your failure to comply with or be covered
by Section 103(c)or its regulations,then,subject to the availability of funds and upon demand by us,you shall pay us an amount equal to its loss in this regard.At the time of
execution of this Contract,you shall provide us with a properly prepared and executed copy of US Treasury Form 8038 or 8038-GC.
c. TITLE: If the End of Purchase Option is$1,Section 4 is amended to transfer title to the Equipment to you so long as no Default has occurred and/or so long as this
Contract shall not have been previously terminated. Upon any Default, title shall revert to us tree of any of your right, title or interest, and without any further act of
conveyance.Thereafter,you shall have no right,title or interest in the Equipment or any additions, repairs, replacements or modifications thereto except as expressly set
forth in this Contract.
3. NON-OCE EQUIPMENT;WE ARE A FINANCIAL INTERMEDIARY(if applicable).You are leasing specifically identified products that were selected by you and that are not
sold by Oce North America Inc.in the normal course of its business.With regard to these products,you agree that we are leasing them to you"As Is'and without warranty or
liability(either director indirect)of any kind.As such,and with regard to these products,YOU HEREBY WAIVE THE IMPLIED WARRANTY OF MERCHANTABILITY. We assign
t0 you,to the extent assignable,any warranty rights we have to these products(which rights shall revert to us if you breach this agreement).You agree(a)that these products are
not covered by Oce North America's obligation to provide maintenance services; (b)to maintain a service agreement for these products with a service provider acceptable to us
throughout this Contract Term;(c)to pay all personal property taxes related to these products;and(d)to assign to us any rights you have to these products until title passes from
us to you(which,subject any software licenses surrounding the acquisition of these products,shall occur when you obtain title to all Equipment covered by this Contract).
4. FINANCED SOFTWARE TOTAL(if applicable).The initial license fees for any application software set forth in this Contract shall be paid for through your Rental Payment.
(a)If you breach the Oce North America software license or any of your obligations regarding the Equipment,the full amount of the initial license fees shall be immediately due and
payable;(b)you acknowledge that(i)all software is fumished to you under one or more license agreements governing your rights thereto; (ii)the Contract does not convey any
explicit or implicit license for the use of Software or other intellectual property relating to the Equipment;and(Hi)we do not hold title to any Software and you warrant that at the
date of entry in the related Contract you shall be the licensee of such software directly from the licensor;(c)you shall not amend,modify or otherwise alter,any term or condition of
any license agreement, including, without limitation,any such term or condition related to(i) payment of any amounts due thereunder; (ii)any liabilities or your obligations as
licensee.
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