HomeMy WebLinkAbout20020852.tiff Oce-USA, Inc. �j�j',��
OC Customer Agreement 104955 so soul d
Wide Format Printing Systems(W FPS)
Term Rental 21527
Order Type: fi C Con
fig.Choose Order Type ' Machine 9.No.
i.Ctistomer's Billing Address € 2.!Customer's lnstmlationaddress Same assl&fagAddress Q
Company Naglei.„)Weld County et.A.t l.4‘)i 4.)6) Company Name: Weld County Planning and Zoning
Contact Name: "1-t}T �4 I I V 01.4-)01.4-) 1.r. �?"}' ci Contact Name: Pat Sullivan,extention#3529
IS-
Sr:1 r A) 7/ 'S /frig Address: 1555 N. 17th Avenue
Addres Address:
City: l/r 1—F� County: ,_)w_r\ City: Greeley County:Weld
State: (rOZip: tCU w 7G 1 / Phone:'� .a4Ja'—ld I CIS State: CO Zip:80631 Phone: 1970)356-4000
ger'd#3:ProductvEqufpntentSk 7lieSDe$Gd@flgn 'Qty.'.Pre-Par3.%Wletranty LiatPrige Trade-1n! Installation/ Addenda Total
(Include senal numbers and'inetercwnto when required.) 'annoys) Discount Delivery Totals.. NetPrice
A. TDS400 System 1 so.00 so.oa so.00 so.0o so.00 woo
B. 0 $0.00 so.00 so.00 $0.00 woo so.00
C. 0 so.00 so.00 $0.00 $0.00 $0.m $0.00
D. 0 so ao so.00 so.00 so.00 woo $0.ao
4.Biging#teqUerMY 4,Tarn Plental,TOM f2eaae,COMPerCopy Rime,ofEguipruentRnrital Date ljf t.Other
Minimum Lease/Rental Payment: Agreement Term:I60 Mo. I Number of months if Other: Special Delivery Charges
Monthly Purchase Option(Lease only) F.M.V. Minumum Payment Cost Per Copy Excess Rigging
$836.00
Total olus ve of solos/use
Minimum Maintenance Payment: 4ac B Maintenance) $0.00
B.Trade-in E4t11p- 1.�d.PQRagmFed ,
Included Pymt Mo. 1 to 60 $836.00 C)Yes 0 No _ O Yes 0 No It K-16 Summet Shut.Off fOP5omyl i.
CopyAllowance: Pymt Mo. to 7 fn .aa.,Supplies ftrcf,
tertIrloore AttachedNone
'Monthly LPymt Mo. to 0 Yes O No °Yes 0 No
1t M'aintenance(Also used for Rental copy# owanesfCihargaq :. ' '
turd#^#of Copies CogyAlloWence Zone Maint.Charge Excess Meter Charge snaienrlde firer torsion Med.PriorngWixed
A. B&W 2000 Color Square Feet 2 $o.00 B&w .0380 Color OY 0 N /Yrs
B. B&W Color None $0.ao B&W Color (DY 0 N /Yrs
C. 8&W Color None so.00 B&W Color OY 0 N /Yrs
D. B&W Color None $o.00 B&W Color OY 0 N /Yrs
1.3 Optlonel Mel tonance :^:.,d,5 Accsptance'I •
tterp#After Flours Coverage Opt.Coverage Aed'I Maint.Charge Call Out Charge Customer signature acknowledges receipt of__4 (#)documents(See Yes
A. Q Yes 0 No boxes filled in below)which are incorporated into this document by reference.
B. °Yes ®No DOCUMENT NAME REV. Y N
C. 0 Yes 0 N Common Terms and Conditions 06/00 0 O
Equipment Purchase Terms and Conditions 06/00 O 0
D. ®Yes 0 No Maintenance Service Terms and Conditions 06/00 0 O
In,CorOrrienis Term Rental Terms and Conditions 06/00 0 O
60 month lease including maintenance Term Lease Terms and Conditions 06/00 O 0
Cost Per Copy Rental Terms and Conditions 06/00 O 0
Rental Terms and Conditions 06/00 O 0
Software License Terms and Conditions 06/00 0 O
Software Support Terms and Conditions 06/00 O 0
Equipment Trade In Agreement 06/00 O
Technical Proposal 06/00
Configuration Report 06/00 O 0
Other O 0
Y6.:Customer'3AuthotlzedSignature<' #T Oc6 USA,Woaritthodzad Signature !':
Company's Name: Weld 8unty B9'ard of Commissioners Sales Manager Acknowledgement:
Authorized Signature: ZUG, 4.4.e 1$ Qca-UBA,Ine.. CNQ USE ONLY
Name(Please Print): Glenn Vaad Acceptance Signature:
Title: Chair Date: 04/03/2002 Name(Please Print):
Title:-. Date:
CUSTOMER'S REPRESENTATIVE WARRANTS THAT HE/SHE IS DULY AUTHORIZED
TO EXECUTE THIS AGREEMENT ON BEHALF OF CUSTOMER AND THE AGREEMENT THIS CUSTOMER AGREEMENT IS ONLY BINDING UPON SIGNATURE OF
IS BINDING ON CUSTOMER. AN AUTHORIZED Doe-USA,Inc.REPRESENTATIVE.
THESE TERMS AND CONDITIONS SUPERCEDE ANY OTHER TERMS AND CONDITIONS INCLUDING ANY TERMS AND CONDITIONS IN THE CUSTOMER'S PURCHASE ORDER
TERMS AND CONDITIONS OR OTHER DOCUMENTS.CUSTOMER'S AUTHORIZED REPRESENTATIVE ACKNOWLEDGES HE/SHE HAS READ THESE TERMS AND CONDITIONS
AND ACKNOWLEDGES THAT THESE TERMS AND CONDITIONS SUPERCEDE ANY OTHER TERMS AND CONDITIONS.
aPitil&-. ot/-D3-Xoa, 2002-0852
Oce-USA, Inc. 104955
oce Customer Agreement
Addendum A 21527
for Additional Product/Equipment Description Form Machine Config.No.
Customer Weld County Date 3/20/02
Sales Executive # 7126 Branch# 510
1.Product/Equipment Supplies Description Qty. Pre-Pack Warranty List Price Trade'ln/ Installation Tbtaal :fi 1n#•PMa
,(triclude sera!numbers and meter counts when required) (#of onus) Discount &Delivery Net Price bt,
4452 2-roll Printer w/Integrated Stacker 1 $0.00
45-9400 Media Starter Kit $0 00
4913627 Advanced Queue Manager 1 $0.00
398 Controller 1 $0.00
4936662 Controller Cabinet I $0.00
44528 Stacker Unit 1 $0.00
4913960 Scan Logic 1 $0.o°.
15-1-062197 GUI/Monitor Kit 1 $0.00
4410 Scanner 1 moo
6152206 Full Day S/I Service 1 b0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$000
$0.00
$0.00
$0.00
$0.00
Addendum Totals:
$0.00 $o.ao
(This form must be attached to the completed Order Package when required.)
Form#89500 Rev:6/09
Oce-USA, Inc. Common Terms and Conditions
1. DEFINITIONS
Product shall mean:hardware equipment,software,options,documentation,accessories and upgrades listed on Oce's price list as of the date Oce receives Customer's order.
Hardware Equipment
The Hardware Equipment to be delivered pursuant to this Agreement will be newly manufactured,remanufactured,factory produced new or used at Oc s sole discretion. Newly
Manufactured Equipment:Equipment which 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: Equipment which has been subject to a process of disassembly, cleaning, refinishing,
replacement of defective components with new or used components and have 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 Equipment:Equipment
which has been subject to a process of disassembly,cleaning,refinishing,replacement of defective components with new or used components. This equipment Is fully tested to assure
product performance and reliability specifications. Used Equipment:equipment,which is maintained under Oce's authorized technical standards. This equipment is not remanufaclured
and is offered without warranty.
Software/options/documentation/accessories/upgrades shall mean:one or more programs capable of operating on a computer, processor, or controller which is either listed
separately on a Software Product price list,included with another Product on the price list,or fated in hardware and not removable in normal operation.
2 DELIVERY
DELIVERY: Delivery will be made to the Installation Address set forth on the front page of this Agreement. Customer shell pay all delivery charges related to the Equipment and/cr
Software. Customer will also be responsible for any extra charges including inside delivery,and/or rigging required for installation. Such charges shell be separately invoiced to and paid
by Customer. EQUIPMENT SHIPPING DATES ARE APPROXIMATE ONLY. Oce SHALL NOT BE LIABLE FOR ANY DAMAGES IF FOR ANY REASON Oce FAILS TO MEET THE
REQUESTED DELIVERY SCHEDULE.
A INSTALLATION
A. Oce installation,when included in the purchase price,will be deemed complete when the Product passes Oce's installation and test procedures. This determines the
installation date("Installation Date").
B. For purchase of in place Product,the Installation Date is the date this Agreement is executed by Goa.
C. At the time of delivery and during any applicable warranty period,Customer agrees at Customer expanse that the Equipment installation site shalt conform to Oce's published
site survey requirements.
O. Acceptance by Customer will occur upon delivery for Product,which does not include installation in the purchase price. Acceptance will be presumed unless Customer
demonstrates within fourteen(14)days after delivery that the Product does not meet Oce's established test procedures or programs.
E. Customer shall execute a license agreement with the software'censer for each software component delivered as part of the Product specified on the front page of the
Customer Agreement prior to using the software.
4. WARRANTY
A. Hardware: The warranty for Hardware Equipment shall commence on the Installation Date and continue for the period set forth in the warranty period section on the front
page of this Agreement. During the warranty period.Oce shall repair or,at its sole discretion,replace Hardware Equipment or parts thereof determined by One 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 necessary upon inspection by an
authorized Oce Service Representative. Any repair,replacement of parts and/or service adjustment required because of misuse,improper care or storage,negligence, alteration,
accident,use of incompatible 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 including,but not limited to,exposure and projection lamps,glass platens,viewing screens and photoconductors. Services provided by Oce that are not covered by this warranty or
that are provided during other then normal Oce business hours or are outside the Oce service area will be at Customer expense. IN-PLACE HARDWARE EQUIPMENT IS SOLD AS IS,
WHERE IS,WITHOUT ANY WARRANTY WHETHER EXPRESSED OR IMPLIED.
B. Software: Software warranty is described in the license agreement
THE WARRANTIES STATED HEREIN APPLY ONLY TO CUSTOMER AND ARE EXCLUSIVE AND IN LIEU OF ALL WARRANTIES EXPRESSED OR IMPLIED. INCLUDING
WITHOUT LIMITATION,ANY IMPLIED WARRANTY OF MERCHANTABILITY,AND IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
5. LIMITATION/DISCLAIMER OF LIABILITY
A. LIMITATION: THE PARTIES AGREE THAT,TO THE EXTENT PERMITTED BY APPLICABLE LAW, Oce LIMITS LIABILITY RELATED TO THE MANUFACTURE,
DELIVERY,OR USE OF THE PRODUCT AND/OR SUPPLIES USED IN CONNECTION WITH THE PRODUCT OR THE PROVISION OF SERVICES FOR THE PRODUCT,AS
FOLLOWS:FOR DIRECT DAMAGES,Oce's LIABILITY IS LIMITED TO THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCT WHICH IS THE SUBJECT OF THE CLAIM
WHETHER SUCH CLAIM ALLEGES BREACH OF CONTRACT,TORTIOUS CONDUCT INCLUDING BUT NOT LIMITED TO NEGLIGENCE.OR ANY OTHER THEORY.
B. DISCLAIMER OF LIABILITY:Oce DISCLAIMS LIABILITY FOR INDIRECT.INCIDENTAL,SPECIAL OR CONSEQUENTIAL DAMAGES(INCLUDING.BUT NOT LIMITED
TO, LOSS OF USE. REVENUE. OR PROFIT) WHETHER SUCH CLAIM ALLEGES BREACH OF CONTRACT, TORTIOUS CONDUCT INCLUDING BUT NOT LIMITED TO
NEGLIGENCE.OR ANY OTHER THEORY.
C. NO ACTION,REGARDLESS OF FORM,ARISING OUT OF THE USE OF PRODUCT OR ITS PERFORMANCE MAY BE BROUGHT BY CUSTOMER MORE THAN ONE
(1)YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.
6. ASSIGNMENT
W thout the prior consent of Oce and until the Product is paid in full,Customer shall not: (a)assign.transfer or pledge the Product or this Agreement:(b)resell,lease or lend Product
or permit it to be used by anyone other than Customer,Customer's employees,or other authorized users;or(c)permit a lien or encumbrance of any kind against the Product.
7. MISCELLANEOUS
This Agreement shall be governed by and construed in accordance with the laws cf the State of Illinois. Customer agrees that the State and Federal Courts which sit in the Stale of
Illinois shall have exclusive jurisdiction of all controversies and disputes arising hereunder and hereby submits to the jurisdiction thereof. In any action by a party to enforce its rights
hereunder,the non-prevailing party shell pay the prevailing party's costs and expenses(including reasonable attorney's fees). Except for obligations of payment, neither Oce nor
Customer shall be liable for nonperformance caused by circumstances beyond their control,including,but not limited to,work stoppages,floods,end Acts of God. One will defend
Customer from and pay any ultimate judgment for,direct infringement in the United States by Product 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,and cooperates with Oce. One is not responsible for any non-Oce litigation
expenses or settlements unless Oce agrees to them in writing. Oce is not liable for any infringement due to Product being merle or modified by Customer or Customer requested
specifications or design.or being used or sold in combination with equipment,software,or supplies not provided by Oce. Oce makes no other express or implied warranty of infringement
and has no other liability for infringement(even if not alleged). One may,at Its option,at no charge to Customer,obtain a license to use,modify or substitute an equivalent item for the
infringing equipment or software. This Agreement shell constitute the entire Agreement between Customer and Ode with respect to Product notwithstanding inconsistent or additional
terms and conditions in Customer's purchase orders or other documents submitted to Oce. Any and all representations,promises,warranties or statements by Oce's agent that differ in
any way from the terms and conditions of this Agreement shall have no force or effect. Only a written instrument executed by both parties may amend this Agreement. Customer
represents that the person signing this Purchase Agreement on behalf of Customer is a duly authorized representative of Customer and has the authority to execute this Purchase
Agreement on Customers shalt Any term or condition of this Agreement which is prohibited or unenforceable in any jurisdiction shell,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. To the extent permitted by law.Customer waives any law,which
would otherwise render any such provision hereof or of any related document invalid or unenforceable. The waiver or failure of Oce to enforce any provision of the Agreement on one or
more instances will not constitute or be deemed to be a permanent waiver of such provision.
COMMON TERMS AND CONDITIONS FORM B9500 REV 6/00
Oce-USA, Inc. Eauipment Maintenance Agreement
The following Terms and Conditions are in addition to the Common Terms and Conditions section of this Agreement.
1. ORDER
The Customer requests and Oc4USA,Inc.("Oce')agrees to provide: (a)maintenance service for equipment identified herein that is not currently under an Oce maintenance
agreement;or(b)continued maintenance service following expiration of the current term of an existing Oce maintenance agreement,in accordance with the terms and conditions set forth
herein. As used herein,the term'Equipment"has reference to the unit or units of equipment in connection with which service shall be provided.
2, TEMA/TERMINATION
Service under this Agreement shall commence on the Effective Date. If the Equipment is on warranty,the Effective Date shall be the day immediately following expiration of the
warranty period. For Equipment currently being maintained by Oce on a maintenance agreement,the Effective Date shall be the date immediately following expiration of the current term
thereof,unless Customer and Oce agree otherwise in a written instrument signed by both eagles. For all other Equipment,the Effective Date shall be the date indicated herein.
This Agreement shall remain in effect until terminated In the manner set forth herein. Unless to do so would constitute breath of another agreement between Customer and Oce,
either party may terminate this Agreement by giving the other at least ninety(90)days'prior written notice. Notice of termination by Customer must be accompanied by payment of all
amounts then due hereunder without setoff.
3. SERVICE CHARGE
The Customer shall pay the monthly minimum and,it applicable,usage fees measured by meter or other means("Service Charge'),when due,without offset or deduction of any
kind. Customer,if applicable,shall provide meter readings,at the end of each month on forms or other means supplied by Oct Should such meter readings not be provided in a timely
fashion,charges may be estimated by Ore. Supplies may or may not be included under this Agreement as indicated on the front page hereof. If supplies are not included the Customer
must order and Oce will invoice and Customer shall pay such invoices upon receipt. If supplies are included the Oce service technician at no additional charge will supply them. Oce shall
invoice the monthly minimum fee in advance and shell invoice usage fees monthly in arrears. Invoices are due net upon recelpL The Customer shall pay all taxes arising from this
Agreement,except income taxes measured by the income of Oct. A late charge of one and one half(1-1/2%)per month,or the highest amount permitted by law,will be charged on any
unpaid balance owed to Oce which remains unpaid for thirty(30)days or more after the date of the invoice.
4. PRICE AND TERMS AND CONDITIONS CHANGES
Oce shall have the right to change prices and terms and conditions for the services performed hereunder,effective one year after the Effective Oate and at the end of awry twelve
(12)month period thereafter. Excluding supplies,prices may be increased at a rate not to exceed ten percent(10%)charged during the previous twelve(12)month period.
S SERVICE AVAILABILITY
Oce will guarantee service availability for five(5)years from original installation with unlimited copies for Newly Manufactured Equipment,or Ramanufactured Equipment,where
such Equipment is manufactured by Oce,after which service availability may be extended on an annual basis at Oce's sole discretion,and may be conditioned on ramanufacturing at the
Customer's expense including installation and removal fees. This service availatlily requires the Equipment to be maintained on an Ooh maintenance agreement at a/times.
S MAINTENANCE SERVICES/EXCLUSIONS
A. MAINTENANCE SERVICES:Service consists of the repair and/or replacement of parts end subassemblies to keep the equipment in good working order. Parts required for
repair may be used or remanufactured in accordance with Oce's specifications and replaced parts shall be the property of Oce. Services 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 repair services. The Customer shall permit Oce to install.at no cost to the Customer,all
retrofits designated by Oce as mandatory.
B. EXCLUSIONS: The following are not within the scope of services described in Section 6A above: (1)provision and installation of optional retrofits;(2)enhancement of my
feature of the Equipment;(3)services connected with Equipment relocation;(4)installation/removal of accessories,attachments,or other devices;(5)exterior painting or refinishing of
Equipment;(6)maintenance.installation,or removal of Equipment or devices not provided by Oce;(7)performance of normal operator functions as described in applicable Oce operator
manual(s),including.but not limited to.loading of toner end/or paper; (8)performance of services necessitated by accident,negligence,temperature,inadequate ventilation,power failure,
improper electrical power,unauthorized alteration of Equipment,tampering.service by other than One,causes other than ordinary use,improper supplies or accessories,interconnect of
Equipment by electrical or electronic,or mechanical means,with noncompatible equipment,or failure to use Oce operating system software;(9)performance of services necessitated by
the introduction of a computer virus or other bug into the Equipment by other than Oct;and(10)performance of service necessitated by any modification.alteration or any other change
whatsoever of Customer's computer system into which the Equipment is integrated or otherwise connected. If Ode provides,at the request of the Customer.any of the services noted in
this Section 68,the Customer shall pay Oce's current time and materials rates then in effect.
T. CONDITION OF EQUIPMENT
This Agreement is entered into with the understanding that the Equipment will be in good operating conditim on the Effective Date. If the Equipment is not under warranty or under
an ace maintenance agreement at the time Oae accepts this Agreement,Oce shall have the right to inspect the Equipment and charge separately for the cost of pladng it in proper
operating condition. Oce shall submit an estimate of the cost or such repairs for Customer approval before work is initiated.
8. ALTERATIONS,ATTACHMENTS AND SUPPLIES
If Customer makes an alteration,attaches a device,loads software,or utilizes a supply item that,in Oce's judgment,increases the cost of services,Ocd wilt either propose en
additional service charge,or request the Equipment be returned to its standard configuration or that use of the supply item be discontinued. If,within 5 days of such proposal or request,
Customer does not agree to remedy the problem or agree in writing to the additional service charge,Customer shall be in default of its obligations to Oce. If One believes that an
alteration,attached device,loaded software or supply item could affect the safety of Coo personnel,or Equipment users,Oce shell notify Customer of the problem and may withhold
maintenance unfit the problem is remedied.
9. CUSTOMER RESPONSIBILITIES
The Customer agrees to: (a)provide Oce with unrestricted access to the Equipment at all reasonable times to enable Oce to service the Equipment and to monitor meter readings;
(b)permit only authorized Oce personnel to service the Equipment;(c)use only paper,recycled paper,parts.photoconductors,toner.or other supplies which in Ore's opinion will not
cause excessive Equipment servicing;and(d)notify Oce of Equipment being used in an environment which poses a potential health hazard to Ooh employees or subcontractors.
10. CONFIDENTIALITY/SECURITY
The Customer is responsible for the security of its proprietary and confidential information and for maintaining a procedure external to the Equipment to reconstruct lost or altered
Customer files.data or programs. The Customer must have a representative present when Oce provides services involving Customer files,data or programs.
11. DEFAULTS
An event of default("Event of Default')shall occur upon the occurrence of all or any one of the following events: (a)Customer does not pay when due any Service Charge;(b)the
Customer ceases doing business as a going concern;(c)Customer makes an assignment for the benefit of its creditors or admits in writing to its inability to pay its debts ae they become
due;(d)Customer files,or has filed against it,a petition in bankruptcy for its reorganization,arrangement,composition or readjustment under the Federal Bankruptcy code or any state
insolvency law or Customer liquidates all or a substantial part of its assets not in the ordinary course of its business.dissolves or takes other similar action;or(el Customer shall default in
the performance of any of its obligations to Oce or any assignee arising under this Agreement,c.any other agreement between Customer end Oce.
12. REMEDIES
Upon the occurrence of an Event of Default.Oce may,at its option end without notice or demand exercise all or any one of more of the following remedies: (a)declare immediately
due and payable all Service Charges and all other sums due or to become due hereunder or under any other agreement between Customer and Otel(b)terminate all of Its obligations
arising under this Agreement and any other agreement between Customer and ace and Ooh affiliates;(c)exercise all other legal and equitable remedies which 0th may have;or(d)
withhold the performance of services under this Agreement. The foregoing remedies shell be deemed cumulative and may be exercised successively or concurrently as permitted by taw.
The Customer will reimburse Oce for all fees,costs and expenses,including all attorneys'fees,incurred by Oce to enforce all or any of its rights arising hereunder.
MAINTENANCE TERMS AND CONDITIONS FORM 09500 REV 6/00
Oce USA, Inc. Term Rental Agreement
The following Terms and Conditions are in addition to the Common Terms and Condeios section or this Agreement
1. EFFECTIVE DATERENTAL TmPihRENE WAUOPTION TO PURCHASE
This Agreement shall become effective on the ealier of(a)the date it is executed by OM;or(b)The date of inaaiation of equipment as defined in Section 3&the Common Terms and Condhans end shall continue
in effect for the rented tore('Renal Tern r).The Rental Term shell be the number of months Indicated an the front page of this Agreement commencing an the Installation Date.At the expiration ofthe Rental Term Customer
may,if rot in default hereunder,upon thirty(30)drys when notice prim to the end of the intal Rental Term',(e)purchase the Equipment for the amount specked on the frond page hereof(b)renew this Agreement for
additional Nurse(12)math periods upon the tame terms and condins;or(c)return Equipment at its expense to the nearest Oct sedum location for such Equipment.If Oct does not recetva notice es indicated above,(b)
shag be deemed to have been selected.
2. PAYMENTS
Customer shell pmmrey pay to Oct the amount of rental payments set forth on the front page hereof as respective Minimum Rental Paynants in respect to each item(s)of Equipment The its Minimum Rental
Payment and other rental payments ahal be made monthly In advance uNess agreed to otherwise in eating. Meer cards shall be properly completed by Customer and mailed to Oct on the lest day of each month. If Oct
doesnot rests a meter card wiNn ten(10)days of months end,the meter charges may be estimated by Oct end invoiced accordingly.Supplies nay ormay not be Included under this Agreement as indicated n the front
page of the Customer Agreement If supplies we not thctuded the Customer must order the supplies and Oct will invoice end the Customer will pay such invoices upon receipt. 8 the supplies am Included the Oce seduce
technician at no additional charge will supply them.To the event permiled by applicable lew,whenever a Rental Payment.or other Agog.b received by Oct more than ten(10)days after the due date thereof,Customer
anal pay to OS on demand,a sum equalto one and anha8 percent(1-1/296)per month of the overdue amount,or the highest amount permitted by law. Exert as&hares.spetlh:a*y mottled In this Agreement.the
obligation olcustamer to pay the Minimum Rental Payments and any other charges including the charges under Section 7 ofthe Agreement viral may be required hereunder is absolute and unandtona and is not subtect
to any deduction,credit,setoff,defense,counterclaim,abatement or recoupmem for any reason whatsoever.
3. COVENANTS OF THE CUSTOMER
Customer covenants and agrees that during the Renal Term it will:(a)cause the installation step)of the Equipment to conform to Oce's published site survey requirements:(b)mottle,al no charge,access to the
Equipment,a telephone,and adequate storage space fora reasonable quaMly of replacement parts:(c)maintain the Equipment in good wandng order.reasonable wear end tear excepted;(d)keep the Equipment at the
location set forth on the Bind page of this Agreement;(e)not misuse or abuse the Equipment:(I)operate and use the Equipment n accordance with the procedures described in the nsaudtcn mentalist for the Equipment
provided by Oct as the same may be amended from time to Mte;(W amply with an laws retain in any way to the use,operation,and maintenance of the Equipment(h)obtain end maintain n force all see and peens
applicable to the Equipment and the use thereof,(n eiech and at al times keep affixed tothe Equipment such labels es Oct may duct for the purpose of gang notice to an Exit parties that the Equiment is owned by Oct or
one of Its affiliates;5)not make any repairs,Werationa widens,modifications or improvements to the Equipment t without the prior written consent of Oct. provided that any repair.alteration addition,modicaWn or
Improvement which may be made to the Equipment shell Immediacy become the properly of Oct;(k)permit Orb to inspect the Equipment at any time during normal business hours;(I)pay Oct for all repairs,replacement
peels and senses charges required to repair and replace the Equipment or any of is parts arising oat of the negligence or misuse there&by Customer or any other pent;and(m)indemnify Oct and hold Oct hanless from.
all cairns or other proceedings.including el costs,judgments,expenses.damages,attorney's fees and other lablles arising out of the selection,dietary,possession,use.operation,or Tatum tithe Equipment.
1, MAINTENANCE SERVICES£XCLUSIONS
A. MAINTENANCE SERVICES:ON shea repay,or at its sole discretion,replace Equipment or parts thereof,determined by Oct to be deecive In mates orworkmaahip. Pats required for repair may be
used or"'manufactured in accordance with Ocbt apedfl®lbns,replaced parts shell be the property or Oce. Services will be provided during Oct's established service availaNlty hours,(normally 3:30 AM-5'00 PM),only
wden areas designated for repair services.Customer shat permt Oct to install,at no cost to Customer,all retrofits designed by Oct es mandatory.Cash emendable items as may be set forth in 48 here bebv may not
be included for maintenance under the Seca 4A. Oct may increase the component of the Minimum Rental Payment atnbatable to manlenana,exduding supplies,without prior notce effective one(1)year after the
commencement&the term afthis Armament and at the end of every twelve(12)month period thereafter.The mavmum mount that prices may be increased will not exceed ten percent(10%)of the amount charged during
the previWsMena(12)month period.
B. EXCLUSIONS: The following are not within the scope of services described in Section 4A above:(1)provision and inatallatbn of optional retrofits;(2)°Mnument of any feature of the Equipment;(3)
services connected with Equipment rebeatin,(4)Installation/removal of accessories,attachments,or other devices;(5)exterior painting or refinishing of Equpmert;(6)maintenance,hetalletlon or removal of devices not
provided by Oct;(7)performance of normal operator buttons as described h the applicable Oct operator manual(s); performance of smokes necessitated by accident,negdgenm,temperature,inadequate ventilation,
nic.or mechanical
mmeahs with n r failure unauthorized
equipment,or f alteration of ailure use Oct nt operating system software:(5)performance of serv,service by other than Ora causes°Marten ices necessitated by the introduction of computer virus orry use,improper supplies or access's!, otherother bug into th of Equipment e Ee�ae It by l or e oherthan Oct,orthe
use of the Equipment welt noncompsbe software;or(10)pedonnance of seMcee necessitated by any modification,alteration.or any other change whatsoever to Customer's computer system into which the Equipment Is
integrated oroteaise connected. fact provides,at the request of Customer,any of the services noted in this Section 40 Customer shell payoct&rent Thus and Material raw then in effect.
5. DEFAULT
An event of default CEvent of Default")shall occur upon the occurrence of all a any one of the fotewmg events:(a)Customer does not pay when due any amount owed to Oct;(b)Customer ceases doing business
as a going concern;(a)Customer makes an assignment fertile benefit of its aediton or manes in witting 10 its Inability to pay re debts as they become due;(d)Customer Nes or has field against t a petition in bnkuptcy or
for its reorganization,arrangement,composition,or readjustment under the federal bankruptcy code aany state insolvency law,Customer liquidates al ore substantial part Mils assets sin the ordinary course of business,
ceases to do business or disaolvmor takes other Smiler action;or(e)shall default In the perf&matce of any slits Oblgatlons to OS or any of to assignees arising under this Agreement or any other agreement between
Customer and Oct.
6. REMEDIES
Upon the occurrence of an Event of Default Oct may,at is option and wawa notice or demand,exercise all or any one or mom of the following remedies (a)declare immediately due and payable all Rental
Payments and all otter sums due or to become due hereunder or under any other agreement between Customer and Oct;(b)terminate ail of he ahlgatlons arising under this Agreement and any other agreement between
Customer and Oct;(0)require Customer at e expense to immediately sum the Equipment to the nearest Oct service location fuy insured against all take;(d)enter premises where any of the Equipment is boated and
repossess all or any part of the Equipment or(e)exercise SI other legal and equitable remedies whkth Oct may have.The foregoing remedies shall be deemed to he cumulative and may he exercised auccessivey or
=currently in the discretion of Oct as penned by law. Customer will reimburse Oct kw el fees,costs and evens,including all attorneys'fees,mats and expenses rimmed by Oct to enforce ail or any of its rights
arising hereunder.To the extent pemted by apphabe law,Customer waves all rights aid remedies catered upon Customer by sections 2A'508 through 2A-522 of the Unbm Cahmerrbl Code.
T. TAXES AND OTHER CHARGES
Customer covenants and agrees to pay all federal,state and foal assessments,tees and taxes(collectively called the'Tassel,except those based on OM's income or net worth,which may now or hamafter be
imposed or levied upon the see,purchase,Ownership,maintena ,Momad araspoihatetlnstahatallM charges,rental,
Rental Renal and any charion or uee ges Equipment.
lusomeragrees to reimburse and to Indemnify and to
told Oct harmless Bon and against the Tares.Customer is hereby g Payments Try r9
8. TITLE/SECURITY INTEREST/RISK OF LOSS
A. TITLE:The Equipment is and shall remain the exclusive properly o Oct or is assignee.The Equipment send shell remain personal papally,nohshstandng that the Equipment or any pad thereof may now
or hereafter become in anyway affixed or aetled to real property or any improvements thereon.
B. SECURITY INTEREST'Customer hereby grants to Oct a sectsty Interest In at of the Equipment,described herein together with all spare parts,errasodes,attachments,replacements substations and
additions thereto,now or hereafter acquired by Customer.and the proceeds thereof,including insurance proceeds(the'Collateral)for the purpose of seourig the payment and performance of all of the Obligations and under
any other agreement between Customer and Oct. Customer hereby grants to Oct a power of attorney to akin Customers name on any financing statement,which perfects the set"Interest In the Equrpmenl gamed to
Oct hereunder,end upon the occurrence of an assignment or Ewa of Default,on Customer's betafto execute and fie such financing statements,notices of lien and any other documents pertaining to this Agreement or the
Collateral and ary assignment thereof.Oct shell have the right to fib this Agreement with such governmental authority as maybe required to perfect the security interest granted to Oct hereunder.
C. RISK OF LOSS:Risk of loss,damage to or dosimeter!ofthe Equipment shall pass to Customer at the FOB slipping point. f the Equipment is lost,stolen.damaged,or otherwise rendered unfit for normal
use,Customer shall pay to Oct an amount equal to the replacement cost of the Equpmem ccthe unpaid balance of the remaining Minimum Reel Payments,whichever is greater
S. INSURANCE
During the terse&the Agreement and until the petamance by Customer o all as Obligations hereunder,Customer at at times shell maintain the Equipment insured against el Mks,reading without Ilma rten,risks
al lose damage and pudic Wilk end properly damage,in such fon,for sus amounts,and with such henna carolers as shell be ate:facory to Oct.Oct shall be named as an addhonal Insured party and loss payee
and such policy shaft provide that: (a)the poky may not be altered or canceled by the insurer without thirty(30)calendar days prior wrhten notice to OS;(b)OM stall have the right but not the obligation to maintain the
insurance in Sea;and(Mall losses shall be attested ory with and paid to Oct Customer shall deeer a copy of the insurance poesy ant any certificates o insurance t°Oct The proceeds of such lnsumnta resuag from
any bas,carnage,ream of premium on otherwise,shat be applied toward the replacement or repair of the Equipment or the payment at the obligations of Customer,at the option of Oct. Customer hereby apnoeas Oct as
Customers tlmney-infect to make claims for,to receive payment of and to emote or endorse all documents,checks or drafts for for or damage or return of prmtum under any insurance policy issued on the Equipment.
10. ASSIGNMENT BY OS
ALL RIGHTS MO OBLIGATIONS OF OS ARISING HEREUNDER MAY BE ASSIGNED,ENCUMBERED,PLEDGED,MORTGercD,TRANSFERRED OR OTHERVESE DISPOSED OF ETHER IN
NMOLE OR IN PART,WITHOUT NOTICE TO OR THE CONSENT OF THE CUSTOMER.IN THE EVENT Oct ASSIGNS THIS AGREEMENT OR ANY RIGHT OR INTEREST THEREIN FOR ANY REASON THE HMFACH
OR DEFAULT BY OS UNDER THIS AGREEMENT OR UNDER ANY OTHER AGREEMENT BETVSEEEN Oct AND THE CUSTOMER.SHALL NOT EXCUSE PERFORMANCE BY THE CUSTOMER OF ANY OF RS
OBLIGATIONS. IN SUCH EVENT,THE CUSTOMER SHALL PURSUE ANY RIGHT OR REMEDY WHICH IT MAY HAVE SOLELY AGANST OM AND THE CUSTOMER SHALL HAVE NO RECOURSE AGAINST ANY
ASSIGNEE OF Oce OR ANY OTHER PERSON.NO PERSON WHO IS NOT AFFILIATED WITH Oce SHALL BE OBUGATED TO PERFORM ANY OBLIGATION REQUIRED TO BE PERFORMED BY Oct UNDER THE
TERMS OF THIS AGREEMENT. THE CUSTOMER SHALL RECOGNIZE EACH SUCH ASSIGNMENT AND THE OBLIGATIONS OF THE CUSTOMER Wit NOT BE AFFECTED.INTERRUPTED OR ABATED)
NOTWITHSTANDING ANY EVEN OR CIRCUMSTANCE WHATSOEVER.
TERM RENTAL TERMS AND CONDITIONS FORM B9500 REV 6/00
Oce-USA, Inc. Software License
The parties agree that the following terms and conditions("Agreement,are in addition to the Oc6-USA,Inc.Common Terms and Conditions.
1. DEFINITIONS
A. Software shall mean: the Oce software modules in object-code form listed in the Customer Agreement and accompanying
documentation.
B. Installation Site shall mean:the Customer location specified in the Customer Agreement to which Customer requests that Oce ship
the Software.
C. 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.
D. 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. LICENSE
A. Subject to compliance by Customer with the terms and conditions contained herein,Oce hereby grants to Customer a nonexclusive,
nontransferable,limited license to use the Software as follows:
(i) Single Workstation License:If a Single Workstation License is specified for the Software,Customer may install the Software
on a single workstation(C.P.U.)at the Installation Site solely for the internal use of Customer and its employees.
(ii) Fixed ClientlServer License: If a Fixed Client/Server License is specified for the Software, 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 intemal 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.$)on which
the Client Software has been installed exceed the number of workstations specified in the Customer Agreement.
(iii) Concurrent Client/Serverlicense: If a Concurrent Client/Server License is specified for the Software, 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;
B. Upon distribution of the Client Software to a third party,Customer shall ensure that,as part of the Client Software installation process,
the third party is required to read and accept the End-User License Agreement("Clickwrap Agreement°)included as part of the Client Software.
C. Oce or an independent 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 Customer grants Ode reasonable access to its personnel, records and facilities for such
purpose. All costs of the audit shall be borne by Oce;provided,however,in the event the audit reveals Customer under-reporting by 3%or more of
the license fees due during the period under audit,Customer shall pay Oce such under-reported amount and shall reimburse Oce for the cost of the
audit.
D. 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.
E. Customer agrees that it will not translate, disassemble, decompile, reverse engineer, or create Derivative Works based on the
Software or any portion thereof.
3. LIMITED WARRANTY
A. Oce warrants that the media on which the Software is delivered will be free from defects in materials and workmanship under normal
use for a period of ninety(90)days from the date of shipment to the Customer(the"Warranty Period").This warranty shall be terminated immediately
if the media is subjected to accident, abuse, or improper use. Oce will be obliged to honor this warranty only if Customer informs Oce of a defect in
the media during the Warranty Period.
B. 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.
4. Limited Software Support
A. Customer shall be entitled to access the Oce Customer Service web site twenty-four hours per day,seven days per week.The web
site provides"free" self-support tools the Customer can access without having to purchase one of Oce's billable software or help desk support
programs.Depending upon the product,information available to Customer may include but not be limited to:Q)problem solutions knowledge base; (ii)
limited download of software;(iii)online information forums;and(iv)access to technical documentation.
5. PAYMENTS
A. Customer agrees to pay Oce the Software license fee(s) shown in the Customer Agreement within hirty (30) days from date of
invoice. All shipments of Software shall be F.O.B.Oce's shipping point
6. TERMINATION
Upon termination of this Agreement due to an Event of Default by Customer,as defined in the Common Terms and Conditions,all licenses
granted to Customer with respect to the Software and any portion of it, including upgrades and updates,and Customer's right to possess or use the
same,shall immediately cease,and Customer shall cease to use and shall return the Software and any copies thereof and all other documents and
information pertaining to the Software to Oce.
7. 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. Government is subject to DFARS 227.7202.
The contractor/manufacturer is Oce-USA,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 reexported 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.
SOFTWARE LICENSE TERMS AND CONDITIONS FORM O9500 REV 6/00
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