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Item C12
BOARD of COUNTY COl"1 WSSION ERS AGENDA ITEM SUMMARY Meeting Date: March LO, �013 Division: l'�AEngineering Mr,rr.or.r Bulk ltem: Yes X No Department, _ Engineerin.� Staff Contact Person/Phone #: Tina L acco / 4426 AGENDA ITEM WORDING: Approval to execute Consent to assignment to assign contract between Monroe County and Oce North America, Inc. for maintenance of Color wave 300 plotter to Canon Solutions America, Inc. ITEM BACKGROUND: On October 31, 2012, the County entered into a maintenance agreement with Oc6 North America, Inc., in order to lease a Colorwave 300 plotter. The contract is for a 60- month term, for a total of $30,720, with the option to purchase the unit for an additional $101 at the end of the tern. on January 1, 2013 oce North America., Inc. merged with Canon Solutions America, Inc. This consent to assign reflects that change. PREVIOUS RELEVANT BGGG ACTION: None CONTRACTIAGREE ENT CHANGES: Assigns all obligations to /from Oce to Canon and consents to the assignment. STAFF I EGOAIMATIONS: Approve consent to assign TOTAL COST; 30 720 INDIRECT COST: N/A� BUDGETED.% Yes X No ,..,.� (5 years) (no incremental cost for assignment) I? `" EPRENTL41 of LOCAL PREFERENCE: /A COST TO O : * .,$.30,7 0 SOURCE of FUNDS*; 102-22002-530440 REVENUE PRODUCING.* Yes No X AMOUNT PER MONTH -Year APPROVED BY: County Atty OMB/Purchasing �. Risk Management DOCUMENTATION: Included X Not Required. DLSPOSITION: Revised 7109 AGENDA ITI'EM ## MONROE COUNTY BOARD OF COUNTY COMMISSIONERS Contract with: Canon Solutions V1";r'kT" UNMOVAM Contract # Effective Date: January 1, 2013 Expiration Date: Jan a 1, 2018 Contract Pmpose/Descn'ption.- Consent to Assignment to assign contract between Monroe County and Oce' North Amen'ca, Inc. for customer service/maintenance of lease for Colorwave 300 plotter to Canon Solutions America, Inc Contract Manager: Tina LoSacco (Name) for BOCC meetine on 03-20-13 A A elr- ineeringtl (DepartmendStop #) Agenda Deadline: 03-05-13 CONTRACT COSTS Total Dollar Value of Contract: $ +30 Current Year Portion- $ Budgeted? Peso No 0 Account Codes: 53C Grant: $ County Match: $ 0 ADDITIONAL COSTS Estimated Ongoing Costs: $.__..jyr For: (Not included M" dollar value above) (eg. maintenance, utilities, mitorlial, salaries, etc.) CONTRACT REVIEW Changes Date Out Date In Needed Reviewer Division Director Yes[:] NoE] Risk Management Yes[j No[] O.M.B./Purchasing Yes[] Noo V I V County Attomey 1'3 Y.0 No 3 -T I Comments: OMS Form Revised 2/27/01 MCP #2 CONSENT TO ASSIGNMENT This Consent to Assignment is entered into this day of . 2013, by and between Monroe County, a political subdivision of the State of Florida (hereafter COUNTY), and Oce North America, Inc.. (hereafter ASSIGNOR), and Canon Solutions America, Inc. (hereafter ASSIGNEE). WHEREAS, on October 31, 2012 the COUNTY and ASSIGNOR entered into Customer Agreement 0013496-03 for the maintenance of an Oce Colorwave 300 plotter; and WHEREAS, the COUNTY received notice that effective January 1, 2013 Oce North America, Inc merged into Canon Business Solutions, Inc. with Canon Business Solutions, Inc being the surviving entity and on that same date, Canon Business Solutions, Inc changed its name to Canon Solutions America, Inc. As part of that merger and by operation of law, Canon Solutions America, Inc. assumed all of Ocd North America, Inc.'s rights and obligations under the Agreement with the COUNTY; Now therefore, inconsideration of the mutual promises of the original agreements as amended herein, the parties agree as follows: 1. Effective January 1, 2013 the Assignor assigns to Assignee all the Assignor's rights, title and interest in the original agreements. 2. The County hereby consents to the assignment which shall be effective as of January 1, 2013; in consideration for such consent, the Assignee agrees to be bound by all the terms and conditions of the original agreement, as amended above. 3. The remaining provisions of the agreement dated October 31, 2012, not inconsistent herewith, remain in full force and effect. (SEAL) ATTEST: AMY HEAVILIN, CLERK By. Deputy Clerk Witnesses: ^ �� By: Si tore 7�9&t-;/L) Printed Name Witnesses: By: Si tore 11J&Ae;'1V 77)!St7tiJ Printed Name BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: Mayor/Chairman OCE NORTH RICA, INC. (ASSIGNOR) By: IP�J� gr Signature, Title Printed Name - /�? /(3,190/3 Date CANON SOLUTI S AMERICA, INC. (ASSIGNEE) By:� �X� G' V /,-7 Jlb'110.1LL1 G, 1111G 1+1109 Printed Name (�•13 - �� .,�,-.,� � ,,. f ATTORNEY Date q SRO �QAS T�F RIVI' 1 jjrCy THIA L. HALL ASSIS p� T COUNTY ATTORNEY � Date -s 0 c e'F North America, Inc. Customer Agreement Division: WFPS Contract No: Order Type: Buridled'Lease (Term Rentat) � mart No: ' 00U4696 --�-� Hardware .Rep No.- i.+..._._.•-..,.•..m Customers Said To Address Customerrs Ship To Address Company Name: COUNTY OF MONROE Company Name: -See Site Surveys - DBA: DBA: Contact Name: Tina Losacco Type of Entity. ❑Corporation []Partnership OSole Proprietor OLLC (check one) Contact Name: Address: 11 ❑❑ SIMONTON ST Address: Address: Address: City: KEY WEST County: MONROE City: County: State: FL Zip: 33040-3110 Phone: 305-2924426 State: ZIp: Phone: Product/Equiprnent Supplies Description uewei3ted Pre- Warranty Trace -in i Ir,�llatia� (include serial numbers and ureter cou is when required) Delivery �` pack (#of Days) List Price Discount Delivery Addenda Totals TatallVef Price A C►► 300 08/3012012 1 ❑ B SCExPN 1 ❑ C D Billing Frequency Agreement Term Intro or Equipment Rental Data Special Delivery Charges Minimum Dental Payment Initial Term Minimum Payment Cost per Copy Excess Rigging (Monthly s❑ Total fExrAusiye of salesluse Tax maira.) Minimum Maintenance Payment Payment No_ To Trade in Equip PO Required 5 Summer ShutDPS Only) Monthly Payment Noa. To I ®Yes ❑ No QYes ❑ No Copy Allowance Payment No- To Tax Exempt SrippliaS Inc Monthly Payment No. To MYes ❑ No ❑Yes ® No Service (Also used for Rental Copy Allowances/Charges.) Number of Square FootlLinear FootfSmartClick/Copies Allowance Zane Service Service Excess Meter ChargefSmartClick Charge Service Pricing Fixed Charge Addend (Copies will be billed separately) A B&W 2000 Clr ❑ Scan U SQFT 1 Included B&W 0.04100 Clr Scan ❑ ❑Yes ® No Months R B&W unlirnhed Clr ❑ Scan ❑ 1 Included B&W U Clr Scan ❑ ❑Yes 0 No Mouths C B&W CIr Scan e&W Clr Scan ❑Yes ❑ No Months D B&W Cir Scan B&W Cir Scan ❑Yes ❑ No Months Acceptance Optional Service Customer Signature acknowledges receipt of 6 (#) documents (See documents listed below) Ater Hours }�,MI SaMce: which are incorporated into this document by reference_ Coverage Opt Coverage are Call Cut Charge DOCUMENTNAME REV. A ❑Yes 0 No Document Acceptance Agreement 12102 B ❑Yes 0 No Customer Agreement Addendum For Additional Product/Equipment 01111 C ❑Yes ❑ No Customer Agreement Terms and Conditions 01111 D ❑Yes ❑ No QvUQ9mp0tive Trade In Agreement 7108 Comments Site Surveys (2) Contract Compliance Code: 5275N - FI MMAL-GSA SCNEDULF= 74 - GS-35F-5275M This equipment is contracted under a separate term Mental agreement by Oce Financial Services. Customer Authl icgna#ure ocd Authorized Signature c Customer Name: VA 05 A u t h o r i zrrgig re: X Accepted by: Nai. klpiqptj�: Name (print): Tine: Date: /,.. State of Organ ation: Cce North America, Inc. ■ 5450 N. Cumberland Avenue ■ Chicago, IL 60656 FEINT SSN By execution hereof, the signer certifies that (s)he has read the entire Agreement, that CCe or its representatives have made no agreements or representations except as set forth herein and that (s)he is duty authorized to execute the Agreement on behalf of Customer. Form # USA9500 rev 1I11 oce Oce'v North America, Inc. Agreement Agreement No: M5 6-0 Customer s Sold To Address customer's Ship To Address Company Name: COUNTY OF Ir ONROE Company Name: See Site Surveys, DBA: DBA: Contact Name: Tina Losacco Contact Name: Address: MO SIMONTON sir Address: Address: Address: City: KEY WEST County: City: County: State: FL Zip: 1 o40-Si 10 Phone: 308-20244 State: Zip: Phone: Customer Signature acknowledges receiptof (##) documents (See documents fisted below), which are incorporated into this document by reference. DOCUI MENi NAREV Oc&Conipetltive.Trade In Agreement s 8& site surveys t2l Customer Authorized i Company Name: - i'r Acknowledgement Name: ",.-4, - . Authorized Signature Authorized Signat r {. Nam lea a Print: Date: Title: late: -' Accepted by VP: Name (Please Print): CUSTOMER'S REPRESENTATIVE WARRANTS THAT HEISHE IS DULY AUTHORISED TO EXECUTE THIS THIS CUSTOMER AGREEMENT IS ONLY BINDING UPON SIGNATURE OF AN AUTHORIZED Oce North America, AGREEMENT ON BEHALF OF CUSTOMER AND THE AGREEMENT IS BINDING ON CUSTOMER_ Inc. REPRESENTATIVE. THESE TERMS AND CONDITIONS SUPERCEDE ANY OTHER TERMS AND CONDITONS 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 AGKNOWLEDGES THAT THESE TERMS AND GONDITIONS SUPERCEDE ANY OTHER TERMS AND CONDITIONS. Farm #USA9544 rev 12/02 ice North America, Inc. Customer Agreement Addendum Dj.vills.ion: WFPS For Additional Product/Equipment i Agreement No: 0_0134596-03' Order Type: Bun'jie'd' Le"aseiter" m Rep No: 364 Renta 11 Hardware Branch No: ...... . ... Customer: _C�OUNTY OF MONROE Product/Eqtjipment Description Requested Warranty Trade -In/ Installation & Total Net (include serial numbers and meter counts Qty Pre -Pack List Price when reqOred) Delivery OF DAYS) Discourd Delivery Prioe Maint. Price Initial Supply SO. On S0,00 S0.04) Initial Supplies kft A SOAM) SO.{] SOAM Initial Supplies K'jt B $0.00 Top Dilivery Tray SWOO S0.00 $0.00 ColoirNVave 300 Adobe PS3/PDF License l 9.00 SOAM) S9.00 ColorlVave 300 Controller License 1 $0.00 $6.00 $0.00 CW300 MAK SO.00 $0.00 2 lielp Desk Incidents (Only WIRNLt or SMA) l $0.00 SOM Total- $0.00 $0.00 $0.00 (This form must be attached to the completed Order PacKage When requirea) Form #U SA9500 rear 01 /11 AP' All Oce North Am erica, Inc. ice Customer Agreement Addenaur- Division- WFPS For Additional Prod uct/Eqmimet Agreement No: 00134596-0 3 Order Type: Bund(ed Lease k i avm Rep No: '364 Hardware Branch No: S C x P P-li Customer: CMUNTY OF MONROE Prod uct/Eq uipment Description R �include serial numbers and meter count� equested (:�ty Pre -Pack Warranty List Price Trade-in/ Installation & Tota I Net Maint. Price when required) Delivery (# OF DAYS) Discount Delivery Price T F (This form must be attached to the completed Order Package when required) Form #U SA9500 rev 01111 Customer Aweement Terms and Conditions Common Terms 1.0 DEFINITIONS. a. Agreement means this Customer iNgreement and all schedules, arnendinents, and/or addenda attached hereto or made a part thereof b. Client Software, means that portion of the Oc,6 Software that resides in, and operates oY4 the desktop or portable computers in use by Customer or third parties and which provides access to the Server Software and computer system resources shared and used by the Oc6 Software. c. Confidential Information means Oc6 Firmware, Oc6 Software, Documentation, technical service manuals, service bulletins, databases, customer lists, pricing, results, discounts and/or such other information as is marked as "confidential" by a party hereto. d. Consulting Services means consulting provided by Oc� as relates to the OcFirmware and/or Oc6 Softwue. Consulfitig Services may be provided by Oce at any time during the term of this Agreement. Consulting Services, if any, and the price thcrefore are set forth on the Customer Agreement Addendum or on a separate statenient of work signed by Oc& and Customer. e. Consumables means toper, doveJ oper, paper, photoconductor or ink, as the case may be to be used, in conjunction with or for the Equipment. f Cover Sheet means the front page of this Agreement g. Customer means the business entity defined on the Cover Sheet. h. Documentation means documents and other materials provided to Customer to support use of Product(s)- i. Educational Services means training provided by Oe6 as relates to the Oc6 Product(s), Oc6 Fir nware an or Oce' Software. j. Excess Charge ineans charges in Excess of the Square F oot/Linear Foot or SmartChck Allow .ice specifically set forth on the C over Sheet. k. Effective Date means (i) the date the installation is completed; or (ii) for Software which is not installed during the installation of the Equipment the date the Software is enabled or shipped; or (iii) in the case of convmions or trials, the date specified by OeL 1. Equipment means printing and/or scanning equipmenL including accessories and ancillary equipment each and all of which is identified by model IlUmber on the Cover Sheet, excluding NOLI Products, m. Implementation Services means services relating to the implem entati on of 0 c 6 Firniware and/or Oed Sot arre and wh i ch are rendered at or about the titre of Equipment installation and may include (but shall not be limited to) review of print applications, validation of hosts and network paths, validation of system configuration(s), and overview of printer/server operation. Implementation Services acquired hereunder, if any, and the costs thereof are set forth on the Customer Agreement Addendum. n. Installation means the Equipment is ready for commercial operation in accordance with manufacturer's pubEshed specifications. o, Installation Site means the Customer's "Ship To" address specified on the Cover Sheet and to which Customer requests that Oc6 ship the Equipment or Software. Delivery will be made to the Installation Site. p. Maintenance means the repair and/or replacement of parts, subassemblies, and Oc& Firmware to keep the Product(s), and if applicable NOU Products, in good working order per manufacturers or Oc6's written specifications, as the case may be, provided that repairs can be performed in the field. Parts required for repair may be used or remanufactured in accordance with Oc6's specifications- Maintenance may be provided by OC6 or a third party subcontracted by Ocef - qNOLI Products means Non-Oc6 Listed Items, which may include hardware, software (and specifically Third Party Software), equipment, supplies, service, warranty, network equipment and other items not listed in Oc6s price list and as designated on the Customer Agreement Addendum. r. Ock means OcNorth America, Inc. s. Ocer Firmware means software embedded in Equipment in object code forin, incidental to operation of the Equipment, authored and licensed by Oc6 to Customer or for which Oce' has the right to sublicense to Customer. L Oc6 So"rare means optional, standalone software in object code form offered and licensed by (ice' to Customer or for which Gee' has the right to sublicense to Customer and requiring activation or installation prior to being available to Customer. u. Parts means all parts certified by Oc6 as meeting manufacturers' and/or Oc6 specification, as the case may be, and wffich awe required to provide Maintenance to Products- Such certification requirements shall be determined solely by Oc& v. Product means Equipment Consumables, Maintenance, Professional Services, Educational Services and Parts provided hereunder, excluding NOLI Products. w. Professional Services means collectively Implementation SL-T%ices, Educational Services and Consulting Services each of which as such senFices relate to Software acquired hereunder. Professional Se vices, if any, and the rates therefore, are specified in the Customer Agrament Addendum. x. Server Software means that portion of the Oc6 Software that resides in, and operates on, the computer systems of Customer which allow access by the Client Software to shared computer system resources, including data files and databases. y. Service Charges means charges invoiced by Oc6 for Maintenance Services and/or Software Support and or charges based on use. z. SmartC1ickFm means an Oce proprietary measurement derived from (1) the amount of toner used; plus (2) the area of media used, for each application printed on the Equipment. aa. Software means all computer software programs provided by Oc6l urhethe-r embedded in Product(s) or provided via separate media or download; the Software includes, but is not limited to, Oce Firmware, Oce' Software and Third Party Software and software that is set forth in the Cuqomer Agreement Addendum. bb. Software Support means access to Oce' support specialists for operator questions, installation support, explanation of Soffivare features and functionality, network- coruiectiizity questions, and other software support issues. Software Support includes making available updates, fixes, minor enhancements and improvements to the current version of the Oe6 Software and/or Oce Firmware and correcting reproducible errors in Oci6 Firmware or Oce So ware which errors are caused by defects in the software. Software Support does NOT include (i) adm in i stration of servers or database products; (ii) support of Oc6 Firmware or Oc6 Software installed on equipment using "beta" or operating systems not supported by Oc6; (iiii) resolution of network errors not directly related to Oc6 Finnware or Oc6 Software; or (iv) installation, setup or support of third party products not supported by Oc6 or software not acquired from Oc6. Software Support does not include updates, upgrades and new releases or versions of 11fird party products sold with or used in conjuncfion with Oc6 Software. cc. Third Party Software rneans software authored by third parties other than Oc6 and made available by Oce to Customer and which requires Customer to enter into a license agreement directly with the tbird party software provider. '11iird testy Software provided hereunder is set forth on the Customer Agreement Addendum. ZO This Agreement governs the provision of Oce Products and NOLI Products identified on the Cover Sheet and/or Customer Agreement Addendum and shall be in effect from the earlier to occur of: (i) the date the Agreement, signed by Customer, is countersigned by Oce; or, (4) shipment of the Oc6 Product, 7 or, (Ji) performance of any Professional Services and/or Maintenance. Once this Agreement becomes effective and legally binding as set forth in this Section, it is non -cancelable. Oc6 Products may be provided by either Oce* North America, Inc. Production Printing Systems or Oce North America, Inc. Wide Format Printing Systems. Oce' has no responsibility for the decision or effect of the decision of Customer to acquire NO LI Products, even if Oc6 helps Customer identify, evaluate or select such NOU Products. Customer and Oce shall sign a separate addendum ("Supplemental Agreement") in connection with the purchase of such NOLI Products. 3.0 EQUIPMENT, Oc6 Noducts shipped hereunder, unless otherwise specificaliv set forth in the Cover Sheet or Customer Agreement Addendum may, in OcCs sole discretion, be New/Newly Manufactured, Factory Produced New Model, Like New, Remanufactured, Refurbished or Used. With respect to Wide Formal Equipment, Oed may ship (at Oce"s sole discretion) any Equipment type defined above. With respect to Production Equipment, if other than New/Newly Manufactured, the Equipment type shall be set forth on the Cover Sheet or Customer Ageement Addendum. Production Equipment when acquired under a Fair Market Value (FMB') lease from OC6's affiliate ice" Financial Services, Inc., shall be either emanufactured, Refurbished or "Like New" Equipment, in Oce"s sole discretion. "Factory Produced New Model" means Equipment that has been disassembled, cleaned, refinished, inoperable components replaced with new or used components. Such Equipment is newly serialized Equipment with new features and/or functions. Customer is the first user of this Equipment, which is fully tested to assure product performance and reliability C u stamer Agreement Terms a n d Cc ndibons Form #USA9500 rev 0 1 /11 specifications. "Like New" means Equipment previously on trial, used as a demo unit shown at a trade show or equipment with nominal foot/copy count. All Like New Equipment has been maiiitained by Oct 6, has not been pre -owned by any other party and has a nominal foot/copy count from a controlled pre -production environment. "New/Newly Mmiufactured" means Equipment that is newly assembled and which may contain a limited number of used components that have been thoroughly inspected and tested to assure product performance and reliability speciFications. "Refurbished" means Equipment that has been under Oce" maintenance, has been tested to ensure fall functionality and reliability to specifications. "Renianufactured" means Equipment that has been disassembled, cleaned, refinished, inoperable components replaced with new or used components and is fully tested to assure product perfoi-mance and reliability specifications. Meters have been reset to zero. "Used" means Equipment filiat has been maintained under Oce"s authorized technical standards. Used Equipment is offered without -warranty. 4.0 DELIVERY; RISK OF LOSS; INSURANCE. Delivery dates provided for by Oc6 are estimates only and Oc6 shall not be liable for delays in delivery due to causes beyond Oce"s reasonable control. Customer is responsible for freight, delivery and rigging charges unless otherwise agreed, Notwithstanding any other provision herein and in addition to Service Charges, Oc6 may assess a fuel surcharge ("Fuel Surcharge"") to offset increase in Biel expenses. Risk of loss shall pass to Customer upon delivery to Customer's loading dock. From the time of shipment until Customer's payment obligations have been satisfied, Customer agrees (a) to give Oc6 prompt written notice of any damage to or loss of the Equipment or any occurrence arising ftom the possession, use, or operation of the Equipment resulting in death, bodily injury or damage to property; and (b) to maintain, at its expense, comprehensive general liability mid property insurance covering the Equipment in an amount at least equal to the E qu i p ment purchase price, 5.0 TITLE; SECURITY INTEREST; TRADE-IN. Title to Oc6 ProduM (except with respect to Software) shall pass to Customer at Cu.4omer's loading dock. Oce shall retain a first priority security interest in the Oc6 Ptoducts, and all proceeds therefrom until all purchase payments due Oce' have been made. Customer authorizes Oce' to file Uniform Commercial Code fmancing statements relating to any and all Oc6 Products purchased hereunder and Customer agrees to reimburse Oe6 upon demand for all costs incurred in connection therewith. Customer agrees that an original or a photocopy of this Agreement (III whole or in part) may be filed by Oce as a Uniform. Commercial Code financing statement and Customer hereby authorizes Oc& to file any and all UCC documents without Customer's authentication, to the extent permitted by applicable law. Customer agrees to immediately notify Oc6 in writing of any change in Customer's name or address oriurisdiction of organization, or discontinuance of its place or places of business. Prior to payment being made in fall, Customer shall not move the Oc6 Products from the Installation Site without first obtaining phor written consent from OcE Customer represents and warrants that any trade-in equipment is free and clear of all liens and encumbrances of any kind and that marketable title shall vest in Oci6 upon Oc6's receipt of the trade-in equipment. Customer shall be responsible for related frelght charges and trade-in equipment shall be packed in accordmi.ce with the manufacturer's specifications. 6.0 INSTALLAT10N iW) SITE PREPARATION. Oc& shall install the Equipment at the Installation Site. In no event shall Installation be later than thirty (30) days after delivery of the Equipment, except if delay is due solely to Ocd. Customer shall be ready to timely receive the Equipment and shall have the area at the Installation Site prepared and ready to receive the unit of Equipment or the Software in aecor&mce with Oc�'s power, environmental and other requirements prior to its delivery, including providing adequate power, mialog phone line(s) and computers and/or aebxork connection(s) (if required for the unit. of Equipment), lighting, humidity, HVAC, and security. Installation services may be provided by an independent contractor at Oce"s discretion- Installation services include uncrating, unpacking, connection to paripherals, power, communication and other utilities, and rendering the Equipment or Soft -ware ready for use. All site preparation, including electrical wiring, air conditioning and necessary permits or approvals, is Customer's responsibility. Unless otherwise specified in the Cover Sheet and/or Customer Agreement Addendtun, Customer operator training is available from Ocd at its training rate in effect at the time of such training pursuant to Section 29.0. Customer must complete an Oe6 site survey, or equivalent Oc6 form, prior to installation of any Equipment or Software that will be connected to Customer's computer network. In reliance on this information, Oc6 will either proceed with the installation:, or advise Customer of potential problems that may limit functionality. If such survey has been completed and delivered to 006, or if there are any changes to Customer's computer network, or software, any attempts by Oce to remedy such problems will be at its standard charges then in effect, and Oce' makes no representation or waiTarAy that it can remedy such problems 7.0 PAYMENT AND TAXES. Payment of the purchase price and other charges is due thirty (30) days from the date invoiced. Service Charges are billed for fall month periods. If Equipment is 1mtalled on other than the first of the month, then Service Charges shall be pro -rated from the install date to the end of the month; in addition, use charges shall be charged based on the meter read for the same period- Once per twelve month period, Oc6 may adjust pricing for Maintenance Service Charges, or any component thereof supplies and other materials, by a maximum of fifte en percent (15 %). Customer shall pay on &-mand a late fee equal to the lesser of I. 5 % per month or the maximurn rate permitted by law, on all overdue payments whether such payments are due prior to or after a notice of default. All payments shall be made at the office of Oc6 set forth above, or at any other place designated by Oc6. Customer shall pay or rei-mburse Oc6 for all costs of collection (including reasonable attorneys- fees, litigation expenses and court costs) of any overdue amounts. Customer shall pay or reimburse Oce' for all license fees, duties, privilege, sales, use, excise, stamp, and other similar taxes and charges now or hereafter imposed upon this transaction or relating to the ownership, sale, use or operation of Equipment (exclusive of franchise taxes or taxes based upon 0 c 6 ' s net income). 8.0 DEFAULT AND REMEDIES. Any of the following shall constitute a default by Customer ('Defauft"): 0) failure to pay any amounts when due and such failure remains unremedied for ten (10) days from the due date, or, (ii) failure to comply with any provisions or perform any of its obligations arising under this Agreement or under any other documents or agreements relating to this Agreement, and such failure remains unremedied by Customer for a period of twenty (20) days_ UponDefault, Oc6 may exercise any one or more of the following remedies (which remedies shall be cumulative): W terminate this Agreement and/or any applicable Schedule-, (ii) declare all amounts due from Customer immediately due and payable in full; (iii) secure peaceable repossession and removal of the OcL& Products by Oc6 or its agent without judicial process and sell or lease at such place as Oce' may deem advisable and OcL& may be the purchaser at any such sale; (iv) require Customer to pay all expenses, including reasonable attorney fees and costs, in connection with the retaking, refurbishing, selling or the like of the Ocer Products; (V) exercise any other right or remedy available to it under the Uniform Commercial Code or any other applicable law or proceed by appropriate court action to enforce this Agreement or recover damages for breach thereof. To the extent permitted by applicable law, Customer waives all rights it may have to limit or modify any of Oce"s rights and remedies under this Agreement, including but not limited to, any right to require OC6 to dispose of the Oc6 Products or otherwise mitigate its damages. 9.0 WARRANTY. Oce warrants that on completion of Installation, Equipment will be (i) in material conformwice with the manufacturer's published specifications, (ii) qualified for Oc&s standard maintenance services, (iii) free from material defects in workmanship and materials. All parts found to be defective during installation shall be repaired or replaced at the option of Oc&. AJI parts replaced under this warranty shall become the propefty of Oc6. If a warranty pcTiod is marked on the Cover Sheet, then warranty shall continue from Installation for the period set forth on the Cover Sheet. Customer's sole and exclusive remedy for breach of the foregoing warranty shall be to reject the Equipment and cancel the affected Equipment Schedule, In no everA shall a breach of this warranty give rise to a claim for damages against Oc6. Oce"s obligation hereunder is limited to the repair or replacement at Oc6?s option) of any Equipment, material or park which does not conform to this warranty. The warranty set forth herein applies only to NewiNewly Manufactured, Factory Produced New Models, Remanufactured or Refarbished Equipment and is conditioned upon Customer giving prompt notice to Oed of any discovered defects. Oed is not obligated by this warranty to perform repairs or parts replacement for defects or damage resulting in whole or part from (i) alteration, relocation, repairs, or use of parts, of or services not provided by Oee or its authorized representative, (H) accident, (Ili) abuse, willful misconduct, or negligence; (iv) the acts or omissions of Customer. The repair or replaQement of exTcndable items (for example photoconductor dnims, fuser rollers, and ii-A�jet print heads) are not covered by this warranty or Maintenance. The foregoing examples do not comprise a complete list and expendables may nary on different Customer Agreement Terms and Conditions Form AU SAGS 00 rev 01111 Products and Oc6 shall maintain the complete list of expendable items. THE WAR-R-ANITIES SET FORTH IN THIS AGREEMENT -AR.E IN LIEU OF ALL OTHER WARRAINTIES. EXPRESS, IMPLIED OR STATUTORY. INCLUDING BUT NOT LIMITED TO THE IMPIJED WARRANTIES OF MERCHANTA I j B 1. TY, NON W-FRINGEMENT, AND FITNESS FOR A P.ARTICULAR PURPOSE. Oce' provides no'tNarranty for NOLI Products. For NOLI Products, Customer may receive a warranty directly from such product or software vendor. I 10.0 LIMITA110-INTOF LIABILITY. EXCEPTINO AS TO -/V VIOL-,!,TION OF THE SOFTWARE LICENSE TERMS HEREOF BY CTJSTOMER, NEITHER PARTY, OR OCR'S SUPPLIERS, SHALL BE LIABLE, WHETHER IN CONXTR-ACT, TORT (INCLLFDING NEGLIGENINCE), STRICT LIABILITY OR AN OTHER LEGAL THEORY, FOR LOSS OF USE, DATA, REVENT-TE, OR PROFIT, OR FOR INDIRECT, SPECIAL, KTNITIVE, EXEMPLARY, LIQUIDATED, ENCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE,, OR FOR DAMAGES SUFFERED OR CLAIMED TO 112INTE BEEN SLTFERED BY ANY THIRD PARTY INCL-LTDLNG CUSTOMERS OF CUSTOMER, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF THF OCCURRENCE OF SUCII DAMAGES. OCJJ'S- MAX-IMUM LIABILITY FOR ANY CLAIM FOR DA-MADES RELATING TO ITS PERFORMANCE OR NON, - PERFORMANCE UNDER THIS AGREEMENT SHALL BE LIMITED: (A) WITH REGARD TO EQUIPMENT, TO THE PURCHASE PRICE OF THE EQUIPMENT; (B) WITH REGARD TO SOFTWARE, TO THE LICENSE FEE OF THE SOFTWARE; (C) WITH REGARD TO MAINTENANCE, TOAN ANIOUNT EQUAL TO TWELNFE (12) MONTHS OF MONTHLY MAINTENANCE CHARGES FOR THE RELATED EQUIPMENT, SOFTWARE OR SERVICES GIVING RISE 'F0 SUCH DAMAGES; AND (D) WITIT REGARD TO PROFESSIONAT,.. SERVICES, TO THE AMOLTINIT PAID FOR THE PROFESSIONAL SER-VICES Cyl�'lNTG RISE TO SUCH DAMAGES. 11.0 INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS. Oce' agrees to defend Customer against and hold Customer harmless from, claims, costs (including reasonable and necessary attorney fees) , d am -ages, demand judgments a nd liabilities arising out the claims of third parties that an Oc6 Product (but specifically excluding Third Party Software and NOLI Products) infringes such third party's United States patent, copyright or other intellectual property right and Oce' agrees to pay the resulting costs, damages and attorneys' fees finally awarded, provided that Customer promptly notifies Ocd in writing of the claim and fully cooperates with Oed and Oed has sole control of the defense and all related selement negotiations. Oce"s obligation under this Section is conditioned on Customer's agreement that if such Oc.6 Products (except Third Party Software or NOLI Products, or the use thereof), becomes, or in Ocb's opinion is likely to become, the subject of such a claim, Customer shall permit Oc4, at Cod's option and expense, either to procure the right for Customer to continue using the Oc& Products or to replace or modify the Oc6 Products so that it becomes non -infringing, and if neither of the foregoing alternatives is available on terms which are reasonable in Oc's judgment, Customer shall return the Oct Product upon the request of Oc&. Upon such return, Oci6 shall refund the applicable Oc6 Product purchase price paid by Customer, less depreciation deducted on a five year straight-line basis. Oce' shall have no liability for any claim based upon or any damages attributable to: (i) the combination, operation or use of the Equipment or Software with equipment or software not supplied or authorized in writing by Oc6; (fi) modification of the Equipment or Softwaret or (iii) Equipment or Software made pursuant to specifications furnished by Customer. The foregoing states the entire obligation and liability of Oc6 with respect to infringement of patents, copyrights or other intellectual property rights. Customer shall indemnify and hold Oci6 harmless from and against any liability and expense, including reasonable attorneys' fees incurred by Oce' in connection with any claim that the Equipment or Software, or any part thereof, custom made pursuant to specifications furnished by Customer infringes any third part' s patent, copyright or other intellectual property right. 12.0 CONFIDENTIALITY. Customer shall maintain the confidentiality of Confidential Information and shall not disclose any Confidential Information to any third party without first having obtained the written approval of Oce. Customer shall not sell, transfer, distribute, disclose or otherwise make available the Confidential Information to any third party and shall secure and protect it from disclosure and shall take such action as is necessary with its employees {including contractors and temporary help) and other persons permitted access to them to satisfy Customer's obligations hereunder. Neither party will use for any purpose, other than performing this Agreement, or disclose to any third party any trade secrets or non-public information of the other party or its affiliates including, but not limited to, marketing information and strategy, marketing models, product information, advertising and promotional copy, pricing information, financial information, customer lists, test results, and all other proprietary information, trade secrets and non-public information. The parties agree to restrict circulation of all of such information within their own organization, except to the extent necessary to perform its obligations, and in no case will any disclosure be made to any third party, unless such disclosure is requested or required in any judicial or administrative proceeding or otherwise required by law. Upon termination of this Agreement, Customer shall either (j) return all Confidential Information to Oce, including the Documentation, and all copies thereof, or (ij) at Oc6 sole option, certify to Oc6 in writing that the Confidential Information, including the Documentation, and all copies thereof, has been destroyed. Oc6 makes no representations as to the destruction of Customer data on returned Equipment that contain Customer data, and shall not otherwise be liable for failure to destroy such Customer data, or for the release of same- Any information on Equipment returned to OC6 shall not be considered confidential or proprietary nor shall be subject to applicable agreement provisions pertaining to same. Security software/hardware on products that do not contain standard hard disk drive overwrite capability may be available for purchase. This will enable the Customer to determine the level of security required without intervention from Oce', and to complete erasing of data prior to pick-up. 13.0 NOTICES; CHANGES. Notices, requests or other communications shall be in writing and delivered by (a) United States first class mail, postage prepaid, and addressed to the other party at the address set forth on the face of this Agreement or to such other address as such party shall have designated by proper notice), (b) personal delivery or (c) commercial overnight delivery service- Such notices will be deemed to have been given on the date when received or acceptance refused. Each party consents to service of process by certified mail at its address above (or such other address as -it shall have designated by proper notice) in connection with any legal action brought by the other party. Customer authorizes Oc6 to fill in descriptive material in the Schedule (including serial numbers) and to correct any errors under the Agreement or Schedule. Upon reasonable notice, provided there is no material adverse effect on performance, Ocshall have the right to change design, colors, materials or specifications of Equipment when it deems necessary. Software Licertse Teei 14.0 THIRD PARTY SOFTWARE, OCI FIRMWARE AND OCE SOFTWARE Oc6 makes available to customers Third Party Software as well as licenses Oc6 Firmware and Oc6 Software. Customer is not acquiring title to or any interest in any Software other than a license to use the Software -in conjunction with the Equipment. Third Party Software and Oc6 Software is specifically set forth on the Cover Sheet and/or Customer Agreement Addendum. Oc6 Firmware is not specifically set forth on the Cover Sheet or Customer Agreement Addendum. If Customer is purchasing or licensing Third Party Software (for example, Adobe or Onyx software), Customer will enter into a license agreement directly with the Third Party Software licensor- This is typicaliy done during installation and registration of the software. 15.0 OCE SOFTWARE, If Customer is purchasing or licensing Oct Software, the terms and conditions set forth below apply: a. With respect to Oca' Software used in conjunction with Production Equipment and VanoPnnt models greater than 72 pas per minute. Oc6 bore by grants to Customer a personal, non-exclusive, non -transferable- limited license to use the Oce' Soffivare (in compiled object code form) in the United States solely for internal use and solely in cor1junction Nvith the Production EqUipment identified in the Customer Agreement Addendum and to use the Documentation in support of Customer's authonized use of the Oe6 Soft--. are until this Agreement Is terminated in accordance with its terms or until Customer ceases using Oco-ftware Nvith the Production Equipment. Custom e r Agreement Terms and Canditi ons Form 4USA95 00 rev 0 1 /11 (ii) The license granted in this Section 15(a) may not be assigned by Customer "ithoul the written consent of Oc6 and the payment of an additional license fee by the assignee or subsequent licensee). Oc6 Software is licensed "as is", with no warranty, and ice expressly disclaims all express and"'or implied warmrAies. With respect to Oc6 Soft afar used in conjunction with Wide Format Equipment, the terms and conditions set forth below apply- (i) Oc6 gants to Customer the right to use the Oc6 Softivare only on a single computer at the Installation Site for its own internal use, except that the Oce Software may be executed froin a common disk shared by multiple CPUs provided that one authorized copy of the Oce Software has been licensed from Oc6 for each 'individual computer executing the Oc6 Software. Oc6 makes no representation (and expressly denies and representations or warranties) as to the proper operation of the Oc6 Software in a multi-user environment if only a single user version of the Oc6 Software is licensed hereunder. 00 If a Fixed Client/Server License is specified in the Customer Agreement Addendum, Customer may install and use one (1) copy of the Server Software solely at the Installation Site and may copy and distribute the Client Software to its own intemal users mid to third parties for the sole purpose of accessing the Server Software; provided, however that in no event shall the -number of workstations (C.P.U.'s) on which the Client Software has been installed exceed the number of workstations specified in the Customer Agreement Addendum. (iii) If a Concurrent Cli eni/ S erver License is specified in the Customer Agreement Addendum, Customer may install and use one (1) copy of the Server Software oftware solely at the Installation Site and may copy and distribute the Client Software to its own irate gal 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 al any one time exceed the number of users specified in the Customer Agreement Addenduni. (iv) Customer may access the Oce' Customer Service web site twenty-four hours per day, seven days per week- The web site provides self-support tools for Customer without charge. Information available to Customer may include: (1) problem solutions knowledge base; (ii) limited download of software; (iii) online information forams; and (iv) access to technical Documentation. Support beyond that set forth in this Oc6 Software License may be available upon purchase of Maintenance from Oc- Oc' may, from time to time, release new versions of, or enbancements, updatcs or modifications to, the Oc6 Software. So long as Customer pays a license niaintemnce fee, Ocd will provide such modifications, updates and enhancements to Oc6 Software free of additional charges. In the event that Oc6 introduces new versions of Oc6 Software and should Customer desire to license such new versions, Oce, may require Customer to enter into a new license agreement at an additional charge. Prior versions of ice Software shall be supported for a period of time as determined by Oce' in its sole discretion. With respect to both Seclions 15.0 a) and b) above: 0) Except as expressly provided herein, Customer shall not, %Nithout the prior written consent of Oce, copy the Oc6 Software in whole or in part, except that Customer may make one (1) copy of the Oce Software (other than the embedded f=ware) in machine readable fbrmat for backup purposes. The Oc6 Software is protected by United States copyright law. The original and any copy in whole or in part of the Oce' Software made by Customer shall include Oc6's copyright and other proprietary notices and shall remain the property of Oce'. (ii) This License does not include the rights to, and Customer is expressly prohibited froin: (aa) Modifying., translating, or merging the Oc6 Software with another program. (bb) Reverse -engineering, disassembling, decompiling, or making wiy attempt to discover the source code of the Oc6 Software, (cc) Subli censing, selling, renting, or I eas in S any port i o n of tb e Oc6 Software. (fir) The granting of rights to Customer hereunder is expressly conditioned upon Customer's fall and strict compliance with all terms and conditions of this Agreement. This License is., and any eights hereunder are, non -transferable, non-exclusive and limited as set forth herein. OV) Oc6, or an auditor appointed by Oc�, shall have the right, upon reasonable iiotice, exercised no more than once per year-, to inspect the applicable records of Customer, and Licensee grants Customer reasonable access to its personnel, records and facilities for such purpose. M Customer agrees that it will not translate, disassemble, decompile, reverse engineer, or create derivative works based on the Oc6 Software or any portion thereof. CUSTOMER ACKNOWLEDGES THAT THE Oceo SOFTWARE MAY INCLUDE FEATURES LIMITING ITS OPERABILITY BEYOND THE SCOPE OR TERM OF THIS LICENSE. Use, duplication, disclosure by or to the U.S. Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software- Restricted Rights Clause at FAR 52.227-19, when applicable, or in the Technical Data - Commercial Items Clause at DFARS 252.227-7015 or successor provisions, when applicable. The parties acknowledge and agree that the Oce, Software is "commercial computer software" as that term is defined in the DFA RS and, therefore, that the U.S. Government is subject to D FA R S 227-7202, The contractorimanufacturer is Oce' North America, Inc., 5450 North Cumberland Avenue, Chicago, IL 60656. None of the Oc6 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. 16.0 SCE FIRMWARE. Oce Firmware is protected by United States copyright law. Oce' grants Customer a non-exclusive, non -transferable (except as set forth in this paragraph), limited license to use the Oc6 Firmware in compiled object code form) in the United States solely for internal use and solely in conjunction with the Equipment identified in the Cover Sheet and/or Customer Agreement Addendum, and to use the Documentation in support of Customer's authorized use of the Oc& Firmware until this Agreement is terminated in accordance with its terms or until Customer ceases using Oce, firmware with the Equipment. The license granted herein for Oc6 Firmware is incidental to the operation and use of the Equipment in which it is embedded and the use thereof is limited to the Equipment in which the Oc6 Firmware is embedded. As to Customer, the license to use Oce' Firmware terminates upon transfer of title to the Equipment and shall vest with the transferee of such Equipment I N ORDER TO RECEIVE SUPPORT FROM OC E F 0 R ASSIGNABLE OCE FIRMWARE, INCLUDING UPDATES, MODIFICATIONS AND/OR ENHANCEMENTS, CUSTOMER'S ASSIGNEE MUST OBTAIN OCtS PRIOR WRITTEN APPROVAL OF SUCH ASSIGNMENT AND MUST REGISTER WITH OCL OCE' MAY, IN ITS DISCRETION, REFUSE TO GRANT SUCH APPROVAL OR TO PROVIDE SUPPORT FOR ANY ASSIGNED OCE FIRMWARE. All Oc6 Firmware is a "commercial component," as this term is defined in 48 C.F.R. §2.101, consisting of "commercial computer software" and "co mputer software documentation," as such terms are defined in 48 C . F . R . §252.227-7014(a)(1) and 48 C.F.R. §252.227-7014(a)(5), respectively, and used in 48 C.F.R. §12.212 and 48 CIR §227.7202, as applicable and all as amended from time to time. Consistent with 48 C. F. R. § 12.212 and 48 C.F.R. §227.7202, and other relevant sections of the Code of Federal Regulations, as applicable, and all as amended from time to time, all U.S. Government entities acquire Ocd Firmware only with those rights set forth in this Agreement. Oce' Firmware support is provided as part of Maintenance. Customer must pay for Maintenance to receive support for Oce' Firmware. If Customer discontinues paying for Maintenance, Customer will not receive support, modifications, updates or enhancements for lice' Firmware, however, Customer is permitted to use the Oce' Firmware solely wfth the Product(s) and "as ils�' wfth no obligation on the part of Oce' with respect to such use or maintenance, subject to the restrictions set forth above, including those limiting assignability of the OrL& Firmware. 17.0 TERMINATION. Upon termination of any license granted hereunder with respect to the Oce Software and Qcd Firmware, including upgrades and updates, and Customer's right to possess or use the same, shall immediately cease, unless otherwise specifically set forth herein. Upon such termination, Customer shall.- (i) cease to use the Oc6 Software; (ii) return all Oce' Software, any and all OcL& confidential information in Customer's possession, and all Software Documentation-, and (iii) deinstall such Software, and upon such deinstallation provide evidence reasonably satisfactory to Oc6 of such deinstallation. Customer shall use its best efforts to take necessary steps to achieve the requirements of this Section with regard to any client of Customer who was given access to or a license of the Software by Customer. 18.0 LIMITED WARRANTY. Oc� warrants that the media on which the Oc6 Software is delivered will be frec from defccts in mat.QTials and workmanship under normal use for the Warranty Permed. This warranty shall be terminated uinm ediately if the media is subjected to aceld ent abuse, or improper use. ice will be o b1l ged to honor this warranty only if Customer provides notice to Oce of a defect in the media during the Warranty Period. Ocd also warrants that upon installation, the Oc6 Software will materially, conform to OcCs then current published specifications., provided the Oce' Software is properly installed and used. Oc6 further warrarAs that prior to shipment., Customer AgTeement Terms and Conditions Form #U SA9500 rev 01 /11 Oc6 has tested the Oc6 Software using commercially available virus detection programs and no viruses were found and that, except as noted herein, the Oc& Software contains no "time bombs" or other disabling devices. Oce has implemented disabling code to protect Oce' Software and Equipment against unlicensed use. Improperly or non -licensed Oce Software will operate only for a limited time, or will operate, in some diminished capacity. There are no other warranties, express or implied in connection with the Oc6 Software. 19.0 DISCLAIMER. Customer expressly acknowledges and agrees that the Oc6 of fare is provided "as is" and without warranty of any kind, express or implied. Oe6 expressly disclaims any other warrarAy, implied or statutory, including warranties of habitability., non -infringement and fitness for a particular purpose. OCE DOES NOT WAFAANT THAT THE OCt SOFTWARE WILL MEET CUSTOMER'S REQTAREN4-ENT S OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUnED OR ERROR FREE. The entire liability of Oc6, and the sole remedy of Customer, in the event of breach of these Oc6 Software License Terms shall be, at Oc&'s option, (i) Oc6's use of cornmerciafly reasonable efforts to correct or replace the non -conforming Ocd Software within a reasonable period of time after receiving written notice from Customer or (fi) refund the license fee paid by Customer to Oc-6 Jess a reasonable fee for the period of use (based on depreciation deducted over a five year straight line basis), provided Customer ceases all use of and retums the Oci8 Software to Oce. Product & Software Maintenance Terms The following Product and Software Maintenance Terms are only applicable if Maintenance is being purchased by Customer under this Agreement. 20.0 MAINTENANCE TER-NIS AND CONDITIONS. Pricing and term for Maintenance purchased by Customer is set forth in the Cover Sheet and/or Customer Agreement Addendum. The following general terms 4-md provisions apply to any and all Maintenance purchased hereunder: a. Oc6's standard preventive Maintenance services will be provided during Oce"s standard business bourn (XIonday through Friday, 830 AM to 5:00 PM local time, excluding Oc& recognized holidays). The length and frequency of periods of time required for preventive maintenance are determined by Oci&. Preventive Maintenance means testing, adjusting, cleaning and replacement of components scheduled in accordance with the Equipment service specifications. Maiutenance performed on weekends, holidays (if available) or between 5PM and 8:30AM (at Customer's request) shall be billed at Oc&'s holiday rates in effect at the time of such service unless otherwise set for(b in the CoveT Sheet, and/or Customer Agreement Addendum. Correefive Maintenance coverage will be provided as is specifically set forth in the Cover Sheet and/or Customer Agreement Addendum. b. Engineering changes, including safety changes, shall be performed as deemed necessary by Oc6. If Oce cannot perform a safety modification through no fault of Oc6, or, if Customer refuses to permit installation of a safety change or removes any component. deemed by Oce as integral to maintaining the safety of the Equipment, Oc6 may discontinue Maintenance for all Equipment until the problem as identified by Oce is remedied by Customer. C. Oc& warrants that all material and parts furnisbed pursuant to its obligations to provide Mairftnance hereunder will be in good working order at the time of Installation, and Ocd7s obligation is limited to the repair or replacement of any material or part which does not conform to this warranty. Ocis not responsible for repairing or replacin parts, nor shall Oc6 be liable for providing or failing to provide Maintenance, to the extent that such repair or replacement is due to 9 parts, Customer's acts or omissions. All parts replaced during maintenanee shall become the property of Oc6. Parts used by Oc6 may, in OcCs sole discretion, be used, reconditioned or remanufactuxed in accordance with manufacturer's specifications. d. Customer shall: (1) provide Oc6 full, free and safe access to the. Equipment for performance of Maintenance by OcZ,; (ij) allow Oc6 to store reasonable quantities of maintenance equipmeni and/or parts on Customer's premises; (iii) provide a suitable environment for the Equipment in accordance with manufacturer's environmental requirements; (iv) wdess otherwise agreed in waiting, report to Oce by the last business day of each calendar month (but no later than the filth business day of the following month), the monthly usage amording to the meter reading in footage or Images as applicable; and (v) promptly inform Ocd of any Equipment malfunctions or operating problems. e. Customer shah NOT interfere with the proper operation of the meter. f If Customer does not report to Oc6 the monthly usage as required by Section 20.0(d) Oc& will estimate any excess Meter Charges and payment will be due from Customer based upon such estimate. g. The Maintenance term shall commence upon installation of the Equipment or, if already installed, upon certification by Ocd, or, at the conclusion of the Warranty period, if any. h. Maintenance shall be automatically renewed for successive one (1) year terms at Oc6s then -current charges and under the terms and conditions herein unless either party gives the other %mnittem noti e e of its intent not to renew at least thirty (3 0) days prior to the expiration of any initial or renewal terra. Oc& may al s o notify Customer ninety (90) days in advance of the time of renewal that Maintenance for specific Oc6 Products covered under this Agreement will not be renewed. Customer may terminate Mahitenance in any renewal teM Upon thirty (30) days prior written notice- If Customer provides notice of Intent to terminate during the first thirty (30) days of Maintenance in a renewal term, Customer shad be responsible for the charges for the period of coverage up until the effective date of termination- After the first thirty (30) days of coverage in. any renewal term, Customer may provide notice to terminate Maintenance subject to a termination charge equal to the monthly charges for twelve (12) months or the period of Maintenance remaining in the renewal term, whichever is less. For prepaid a cc � I 'nation charge. _qeements, 0 ' will refund or credit the pro rasa price of the remalruing term less the app icable ternu 1. Oe6 shall not be obligated hereunder to provide Maintenance or waiTanty services determined by Oc6 to be necessary due to or caused by, in whole or part: (i) failure to continually provide a suitable environment in accordance with Oce"s requirements; (ii) neglect, misuse, or use of the Equipment for purposes other than for wh i ch it was designed, or failure to operate the Equipment in accordance with Oce"s or inanufacturer" s operating instnict ion s or within manufacturer ' s specifications; (iii) accident, disaster, including effects of water, wind, lightning, or transportation; terrorism, vandalism or burglary; (iv) alteration. of Equipment, including any deviation from Equipment design,. runless previously authorized in writing by Oce'; (v) attachment(s) to the Equipment, including connection of devices not supplied by Oce', which cause the Equipment to malfunction, unless previously authorized in writing by Oc6; (vi) use of improper, or inadequate use of or failure to use, supplies; (vii) the use of forms not in compliance with Oc6's paper specifications; (viii) nmintenance or repair services performed by Customer or a third party without written authorization from Oc6; or, (x) pre or pos-t processing Equipruernt disconnected from the printing system to which it was originally installed unless previously authorized in writing by Oce. If in Oc&'s sole opinion, Equipment has been rendered unrepairable, then Oc6 may refuse to render s mices under this Agreement and may terminate this Agreement. j In the event Customer removes an Oc6 Product covered by Maintenance from the Installation Site, breaches this Agreement (or any other agreement it has with Oc6), or, in the event Oc6 declares an end of life date with respect to an Oc6 Product (provided Oce' has given customer no less than ninety (90) days prior written notice of such end of life date), Oce may withdraw such Oc,6 Product from maintenance coverage under this Agreement in which case Customer shall not be entitled to any -refund for any payments made hereunder. 21.0 ORDERING OF SUPPLIES AND OTHER MATEMALS. Customer orders for supplies, Customer or field replaceable units, consumables, expendables or any other materials (a) must include a valid Customer purchase order number, (b) are shipped to Customer FOB, Oc6's warehouse; and (c) are subject to a thirty percent (30",'o') restocking fee if accepted for return by Oce' pursuant to its Material Return Authorization (MRA) procedure. If Customer requires a carrier other than Oce's preferred carrier(s), the order will be subject to a surebarge plus actual delivery charges. "Expedite/E margency Orders" are any orders, regardless of the shipping method, that per Customer's re que st, crust be shipped on the same day as ordered and such Expedite/Emergency Orders are subject to an expedite surcharge plus actual delivery charges. Non standard carrier and Expedite/Emergency Order surcharges are subject to change without notice. Claims for shortages, damages in transit or lost shipments, as well as invoice discrepancies must be made wit-hin thirty (30) days of receipt or invoice date (whichever is applicable). Customer agrees that it is purchasing only tonerldeveloper and that the bottles are and will remain the property of Oe6. Moreover, empty toner bottles for certain models are recycled by Oc� in accordance with its environmentally friendly practices. Accordingly, Customer agrees to retam to Ocer those empty toner bottles for those certain models that are shipped to Customer with pre -paid return e BLES labels using such pre -paid labels. IN THE EVENT OCE DETERMINES IN ITS SOLE DISCRETION THAT CUSTOMER HAS ORDERED CONSUMA BEYOND ITS REASONABLE REQUIREMENTS BASED ON INDUSTRY ACCEPTED CLICK VOLUME MEASUREMENTS, OCR MAY, IN ITS SOLE Customer Agreement Terms and Condittans Form #U SA9500 rev 0 1111 DISCRETION, UPON REASONABLE DEMONSTRATION OF SUCH EXCESS USE TO CUSTOMER, BILL CUSTONIER THE LIST PRICE OF THE EXCESS CONSUMJWLES, 22.0 MAINTENANCE SERVICE CHARGES. For the period covering the Effective Date to the date that monthly billing commences for the first Minimum Maintenance Payment set forth an the Cover Sheet ("Interim Period"), Customer shall pay Qcd an amount equal to the Minimum Maintenance Payment divided by 30 and multiplied by the number of days in the Interim Period. Such amount shall be due and payable on the tenth day following the date that monthly billing commences. Oce shall invoice the Minimum Maintenance Payment in advance and shall invoice the Excess Meter Charges and other usage fees ("Maintenance Service Charges") periodically as indicated on the Cover Sheet. If applicable, Customer shall provide meter readings by the last business day of each month (but no later than the 6'h business day of the following month) by an OG6 approved method. Should such meter readings not be provided in a timely fashion, Excess Meter Charges may be estimated by Oce. Except for wide format products, when supplies are included in the Minimum Maintenance Payment, Customer is entitled to the amount of toner which, on average, covers six percent (6%) of the media unless another coverage rate is specified in an applicable program or document. Notwithstanding any other provision herein and in addition to Maintenance Service charges, Oce,- may assess a fuel surcharge ("Fuel Surcharge") to offset increases in fuel expenses. The Equipment may contain software that allows ice to access the Equipment remotely ("Remote Software"). In such cases, Customer authorizes Oce to use the Remote Software to (a) receive software updates and transmit use and service data accumulated by the Equipment over Customer's network by means of an HTTPS protocol and (b) store and analyze such data solely for Oce's own purposes related to servicing the Equipment and for product improvement. Customer hereby requests that Ocenable the Remote Software on the Equipment listed on the Cover Sheet and/or Customer Agreement Addendum. 23.0 EXCLUSION.'& The following are not within the scope of Maintenance Service or warranty: (0 prevision and installation of` optional retrofits; (ii) enhancement of any feature, of the Product(s); (111) wises connect edwith Product(s) relocation; (iv)mistallation/removal of accessmies, attaclunents, or other devices; (V) exterior painting or refinishing of Product(s); (vi) maintenance, installation, or removal of Product(s) or devices not provided by Oec'; (vii) perfonname of normal operator functions as doscribed in applicable Oce operator matival(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 alterabron of Product(s), tampeiin& service by other than Oce'. causes other than ordinary use, improper supplies or accessmes. interconnect of Product(s) by electrical or electron, ic, or mechanical means, with incompatible Product(s), or failure to use Oc6 operating system software; (ix) performance of set -vices necessitated by the introduction of a computer virus or other- bug into the Product(s); (N,-) repair or replacement of Expendable Items listed in Commun Terms, Section 9 above; and (xi) perfounance of senice necessitated by any modification, alteration or any other change whatsoever of Customer's COMPLIter system into which the Product(s) is integrated or othenvise connected. Maintenance provided by Oc6 to resolve an exclusion set forth under this paragraph shall be billed at cosO(i) then published hourly service rates and rydnimum charges for service time, including travel aid Nvaiting time: (h) parts and material prices then in effecand (iii) charges for shipping and travel expenses. 24. 0 CUSTOMER RE S PO N S I BI LITI ES. Customer agrees- (a) not to use paper, recycled paper, parts, photoconductors" toner, or other supplies which wi I I cause a need for excessive service and (b) that replaced parts are the property of 0 ce6 . 25.0 SOFTWARE SUPPORT. The provisions of Section 25.0(a) apply only those models beginning with "VP"ig, Vs", "JetStrem a", `"Color, tream ", "GS" or ""CPS'": a. Provided no uncured Default has occurred, and Customer is covered under an active Oed software maintenance agreement, ace will 0) use reasonable efforts to correct reproducible errors in any current, unaltered release of Software caused by a defect or malfunction which prevents Customer from operating the Software in a manner consistent with Oc6's then current published specifications. Oc6, in its sole discretion, shall choose the method to correct or replace the Software. These methods may include, but are not limited to, telephone, remote and on -site support, Support of any Software modified by Customer or any third party not authorized in writing by Oc6, is not covered by this Agreement. If either Customer or a third party modifies the Software and, in ice' s sole opinion, such modification affects the performance of the Software, Customer shall pay 0c6, at 0c6's then applicable rates, for all resulting support services- (ii) make Software revisions available at no charge for Software deemed by Ocd as "current" release versions. Software revisions shall be defined as enhancements, modifications, updates, and improvements to the Software that Ocef classifies as "dot releases", meaning the Software revision code changes only in the fractional portion of the program level (i.e. 0.20 >vl.25> v1.41, etc.). Installation of Software revisions may, at Oc6's sole discretion, be chargeable at Oc4§'s then published hourly Professional Services rates with minimum charges for service time, including travel and on -site wait time. In addition, the cost of any server hardware modifications/upgrades required to run the new Software release is the Customer's sole responsibility. (iii) make "neW Software releases available to Customers at reasonable upgrade prices. New Software releases are defined as those enhancements, modifications, updates, and improvements that Oc6 classifies as a "version release", meaning the whole number portion of the Software version changes (i.e. vl,xx >v2.xx>v3.xx etc.). Installation of Software revisions may, at Oce"s sole discretion, be chargeable at Oc6s then published hourly Professional Services rates with minimum charges for service time, including travel and on -site wait time. In addition, the cost of any, server hardware modificationslupgrades required to run the new Software release is the Customer's sole responsibility. (iv) Support does not include (i) administration of servers or database products; (ii) support of Software installed on equipment using "beta" or operating systems not supported by Oc6; (H-0 resolution of network errors not directly related to Software; or (iv) installation, setup or support of third party products not supported by Oc6 or software not acquired from Oc& Maintenance does not include updates, upgrades and new releases or versions of third party products sold with or used in conjunction with Oce Software. Software support shall terminate if OG6 declares end of life for such Software, and then only with at least ninety (90) days prior written notice. L The following terms are applicable only if Software Support is made available to Customer through Customer's purchase of "Incidents", 0) For certain Oc6 Equipmeni, Soft are 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. 01) Incidents may be purchased individually or in quantities as in accordance with Oc&'s policy. Any such Incidents purchased by Customer are set forth on the Customer Agreement Addendum. 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 Ood. 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 Once. Issues that Oc6 determines cannot reasonably be resolved as Incidents may be escalated, with the consent of Customer, to an DcL& Software Engineer or scheduled for on -site support at Oc6's then -current consulting rates. Ocd DOES NOT REPRESENT OR WARRANT THAT ALL SOFTWARE ISSUES CAN OR WILL BE RESOLVED AS INCIDENTS- Incidents purchases are non -transferable and non-refundable. Incidents not used by Customer shall expire at the end of the Maintenance Service Initial Term or the applicable Maintenance Service Renewal Term. At the start of each Maintenance Service Renewal Term, Customer shall receive the same number of Incidents purchased during the Maintenance Service Initial Term unless Customer purchases additional Incidents in accordance with Dens then -current policy. Customer AgreementTerm and Conditions Form #USA9500 rev 01111 (iii) Oc& will provide Software Support through the use of Incidents to those Customer employees who have been issued an ID code providing emaiUtelephone access to the Oc6 Software Support Center. Customer shall be responsible for controlling ID code access and for any unauthorized use of I[ codes. I D codes are non -transferable, (iv) An overview of the total number of Ineldents purchased, number used and number remaining available for use are available by contacting the S o ftware S upp ort Center with access provided usi ng the Cu stomer's ID code. M Software Support does not include- (1) training; (2) maintenance materials, (3) on -site support; (4) on -site implementation, installation or Integration support; (5) re -installation of Software on computer equipment supplied by Ocd after modification of such computer equipment by Customer (such as installation of memory, disk, interface boards, other software, etc.); (6) re -installation or re -initialization of Software after changes in a networking system or alteration of the parameters of Customer's current networking system, or (7) support or service required because of the upgrade of any software not licensed by Oc6, such as operating system or utilities software, even if running on computer equipment supplied by OcL Oc& may make these services available at Oc&'s then -current consulting rates. Oce' reserves the right to decline to perform such services. It is the responsibility of Customer to make and maintain adequate backups of data and configuration of Software. Oc6 shall not be liable for any losses (of data or productivity or of any other kind) resulting from rebuilding or reconfiguring Software to the original, factory configuration. Reloading, rebuilding and reconfiguring of server software may, at Oc6's sole discretion, be chargeable at Oc6's then published hourly Professional Services rates with minimum charges for service time, including travel and on -site wait time. 26.0 LICENSE FEE. The license for the various Oc6 Software products listed herein is covered by a one time license fee for these products. In order to receive updates, fixes and enhancements (maintenance) for the ocottware products, Customer must continue to pay the maintenance fee which is identified on the face of the Customer Agreement next to the Software as "Service Charge". If Customer discontinues paying the maintenance fee, Customer will not receive maintenance, however, Customer is permitted to use the Oc6 Software solely wiith the Product(s) and "as is" with no obligation on the part of Oce with respect to such use or maintenance, subject to the terms and conditions herein including those restricting the assignability of Oc6 Software. With respect to third party software, Oc& is a reseller of such software. Customers license for such third party software is granted from the third party software provider and the terms of the license agreement that comes with that software must be referenced for updates, fixes and enhancements. 27.0 MISCELLANEOUS. This Agreement shall constitute the entire agreement between Customer and Oce with respect to product(s), services and software. Any variance from or additions to the terms and conditions of this Customer Agreement, or any amendments, schedules or addenda, in any purchase order or other written notification from Customer will be of no effect. This Agreement may not be assigned by Customer without the written consent of Oc6 and shall be binding upon and inure to the benefit of the parties hereto, their legal representatives, permitted successors and assigns - Customer may deliver the signed Agreement to Oc6 by facsimile or electronic transmission. This Agreement shall become effective and legally binding at the earlier to occur of (a) the date it is signed by Customer and countersigned by Oc6, or (b) shipment of the Prod uct(s)/S oftwa re set forth herein, or (c) upon performance of any Consulting Services, Educational services, or Maintenance set forth herein. By delivering the Customer signed Agreement to Oce' by facsimile or electronic transmission, Customer intends and agrees that such facsimile or electronic transmission shall constitute an original of the Agreement, shall be legally binding on Customer as if the Agreement were manually signed by Customer and personally delivered to Oc6, shall be the best evidence of the Customer's agreement and shall be admissible in any legal proceeding. Oc6 shall have no duty or obligation whatsoever to verify or inquire as to the validity, execution, signer's authority, or any other rnaffer concerning the propriety of the facsimile or electronic transmission. No amendment hereunder shall be effective unless in writing, signed by the parties hereto and no waiver shall be effective unless in writing, signed by the party to be charged. Any provision of this Agreement which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of :such prohibition or unenforceability, without invalidating the remaining provisions hereof. Except for obligations of payment, neither Ocnor Customer shall be liable for nonperformance caused by circumstances beyond their control, during the time such circumstances exist including, but not limited to, work stoppages, floods, and Acts of God. Customer agrees that Oc6 may use customers name and/or logo in connection with press releases, marketing literature, advertising and other public announcements or publicity materials concerning the Oc.6 Products acquired by Customer from Oce'. Oce, does not acquire any ownership interest in any Customer trademarks. Oce shall properly attribute ownership of Customers trademarks to Customer. The captions in this Agreement are for convenience only and shall not define or limit any of the terms hereof. This Agreement is the result of negotiation between the parties and, accordingly, shall not be construed for or against either party regardless of which party drafted this Agreement or any portion thereof. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO ITS CHOICE OF LAW RULES. Each party expressly and irrevocably agrees: (a) that any and all legal disputes whatsoever concerning this Customer Agreement and any amendments, schedules or addenda entered into hereunder, must be brought in the State or Federal courts located in Chicago, Illinois and that such courts shall have the exclusive jurisdiction and authority to resolve such disputes; (b) to submit to the jurisdiction of the State and Federal courts located in Chicago, Illinois, for purposes of resolving legal disputes concerning this Agreement and any Schedules entered into hereunder, ard to waive any and all objections to personal jurisdiction and/or to venue; and (c) to waive any right to trial by jury in legal disputes concerning this Agreement and any amendments, schedules or addenda entered into hereunder. Professional Services Terms 28.0 All Professional Services provided hereunder shall be set forth on the Customer Agreement Addendum- A statement of work ("Statement of Work") shall be signed by Customer prior to commencement of any Professional Services. The Statement of Work shall include the completion date (if applicable), total cost, a description of the work to be performed, acceptance criteria if applicable) and maintenance charges if applicable). All work product created under a Professional Services statement of work and all ideas, improvements, know-how, discoveries, and techniques including without limitation, computer programs, routines and code, developed in connection with Professional Services shall be owned by Oc6. Oc6 grants to Customer a personal, non-exclusive, non -transferable royalty -free limited license to use such work product in the United States solely for internal use and solely in conjunction with the Equipment identified in the Customer Agreement Addendum. Educafional Services Terms 29.0 All Educational Services shall be set fofth on the Customer Agreement Addendum. The followtermsterms are only applicable if Educational Services are purchased and apply to any mid all Educational Services purchased hereunder: a- Educational Services are offered to Customer by Oo& in the form of trailuing sessions and are provided during Oc6's standard business hours (Monday through Friday excluding Oce recognized holidays - 8:00 -ANI to 5:00 PM local finie) unless Customer purchases after hour on -site training at additional cost. Training may take place at an, Oc6 central traini.-ng facility or at Customer's site as determined by Oc6 and Customer. Each training session is a One-time event or a one- time visit. Customers are charged separately for each training session. The composition and duration of each training session is determined solely at OcCs discretion. b, Unless otherwise set forth Mn a writing sIgned by both parties., standard Oce" published rates apply. Oc6 published rates are subject to change without notice, Customeris responsible for Custonicr7s travel and lodging exTenscs. Ocd will bill Customer, and Cuslonicr agrees to pay, Oce"s reasonable travel, hotel and other reasonable. expenses in connection with Customer on -site training sessions_ Custorner Agreement Terms and Conditions Form #USA9500 rev 01/11 C. Training materials for each training session are provided to Customer andlor Customer"s registrants as set forth under Oc6s then current policy. Such training materials are Oce' Confidential Information. d. Unless otherwise agreed in writing, Educational Services must be completed within sixty (60) days after the date of Installation. In the event Educational Services are not completed Nvithin this time period and provided the delay is not due to Oce". Customer's Educational Services shall automatically terminate with no finther obligation on the part of Oce, in which case Customer shall not be entitled to a refund. Monies paid towards a training session in connection with a specific model of Equipment or software is not transferrable to any other model of Equipment or software and may not be used by Customer to pay for any other Equipment, Maintenance, Professional Services or training offering. e. Cancellation. (i) Oce may cancel an on -site training session by providing notice to Customer no less than five (5) business days prior to the scheduled date of training. If a training session is cancelled by Oc6 and Oc,6 and Customer do not agree to reschedule such sessioi-4 upon request of Customer, Oc& will refund the purchase price for the cancelled training session Oce is not responsible for any expenses incurred by Customer or Customer's registrant in connection with such cancellation- (ii) ice may reschedule a training session by providing notice to Customer no less than five (5) business days prior to the scheduled date of training. Oce' is not responsible for any expenses incurred by Customer or Customer's registrant in connection with such rescheduling. (iii) Upon written notice to Oc6 received no less than five business days prior to the date of a scheduled training session, Customer may cancel such training session and receive a fall refund of Customer's purebase price for such training session; or, Customer may reschedule such training session at a mutually agreeable time and place. IfOce and Customer do not agree on dates and location for a rescheduled session, upon request of Customer, Oc4 will refund the purchase price for the cancelled training session. In the event that Oce has incurred any non-refundable costs or expenses, such as travel, lodging and related expenses, in anticipation of such training session, Customer shall reimburse Oc6 for such costs and expenses. (iv) Monies received for a training sessiott, the cancellation notice of which is recelved by Oc6 within five bus -mess days of the scheduled date for such training session, are not refundable. However, Oce' may, within its sole discretion, apply such monies to a reschedul ed tral ning session. In any event, to the tent 0 c e' has inourrad any non-refundable costs or expenses, such as Ira vel, lodging and related expenses, in anticipation of such training session, Customer shall reimburse Oc6 for such costs and expenses. (vis not obligated to refund any monies paid for regisirm-its not attending any scheduled training session. C ustomer Agreement Terms and Conditions Form #US A9500 rev 01 /11 Oc&Competitive Trade In Agreement Order dumber: Customer Number: 244 1 K ACD#ISC proposal#,,,,345.6-0:, Master Agreement. New oce' Equipment Ordered Model: c 300 Requested Delivery Date: Trade in quipmen-t l ach ne 41 Machine #2 Manufacturer:.: Manufacturer: -Model: £: °20 + Serial Numbers:F� s Model: Serial Numbers: AccessorieslPerls: Access orieslPeris: Meter Read: Meter Read: Original Install Date: Original Install Date: install Location: install Location: ❑ Pick Up Trade In - To be picked up by: ❑ Pick Up Trade In - To be picked up by: Expected Removal Date: Expected Removal Date: ® Customer Scrap on Site (Customer Res onsible for Disposal) ❑ Customer Scrap on Site (Customer Responsible for Disposal) J] Excess Rigging To Remove ❑ Excess Rigging To Remove ❑ Competitive Displacement ❑ Competitive Displacement Machine-#3 Macttin-e Manufacturer: Manufacturer. Model: Serial Numbers: Model: rs Serial Number 7 Accessories/Penis: Accessories/Peris: Meter Read: Meter Read: Original Install Date: Original Install Date: Install Location: Install Location: ❑ Pick Up Trade In - To be picked up by: ❑ Pick Up Trade In -- To be picked up by: Expected Removal Date: Expected Removal Date: ❑ Customer Scrap on Site (Customer Responsible for Disposal) ❑ Customer Scrap on Site (Customer Responsible for Disposal) ❑ Excess Rigging To Remove ❑ Excess Rigging To Remove ❑ Competitive Displacement ❑ Competitive Displacement In order to receive the pricing set forth in the purchase, rental or lease agreement for the Oce equipment replacing the equipment and products set forth herein (the "Trade-in Products"), Customer hereby agrees that (i) in the case of Trade-in Products owned by Customer, Customer warrants to Oce that it has clear and merchantable title to all aUeh Trade-in Products and Customer shall, at Ocd's discretion and direction, either scrap such Trade-in Products on site or allow Oce to remove the Trade-in Products during normal business hours and Customer hereby sells, transfers and assigns to Oce all right, title and interest in and to all such Trade-in Products and all software provided therewith; or, (ii) in the case of Trade-in Products leased from Oce Financial Services, Inc ("OFSI"), Customer shall allow Oce to remove the Trade-in Products and return them to OFSI and such action will not violate the terms of the lease between 0FS1 and Customer; or, (iii) in the case of third party Trade-in Products leased by Customer from a third party, excluding OFSI, (referred to in this form as a "Competitive Displacement") or Oce Trade-in Products leased by Customer from a third party ,excluding OFSI. Customer shall, to the extent permitted under Customer's agreement with its lessor, either return said third party products to such third party, acquire such products or dispose of such third party products_ es des cri d above, Customer warrants to Ocd that it has full right and authority to enter into this agreement and agrees that Dee shall not have any liabilit to C order o any third party whatsoever, excepting for physical damage it causes to the Trade -In Products. CustomerSicgnature Oce Sales Acknowledgement Sales Manager's Signature 9 r] r C stc er Name Please print Oc.6 Name (Please print) Sales Manager's Name (Please Print) c title b at4 Title Date Title Date Revised OTIO 2008 Swite Survey 0C kF+} Site Information Customer me: COUNTY of MONROE Department: Monroe County Floor: 1 Room/Suite: Address: 1100 SIMONTON S1. City: KEY WEISST FL Zip: 33040-3110 Contact N me:(i) Wina Losacco Phone, 05- 9 -4426 E xt; Contact Name:(2) Tina Lo cco i hors : (0) 2-a xt: region: Branch: Central 1034 Service Zone: Inspection Dte;191a, requested In�til Date: Priority Message: Other Comments: Delivery Requirements Is a loading dockavailable? El Yes Z No Delivery hours? to If yes, what is the dock height? 0 Is the customer site tra otorltrailer accessible? ❑ Yes ❑ No Please mote: a traotor1traNer can be ' to ' In length plus the cab If not, list building entrance dimensions (list dimensions -in inches) : Hecht: 80 Width- 7W Door Width.- ag Corridor Width- 76Step 'tf dth- of steps (outside)- o # of steps (inside): c; Stair Crawler Required? ❑lies :.A No Number of floors: o Will an elevator be used? El Yes Z No Elevator hours? to Elevator appointment required? ❑ Yes No If Yes, contact name & phone. - Elevator Dimensions in inches): 'width: 0 Depth: 0 Load Capacity Elevator Door Opening (in inches): Height, 0 Width: c: Customer to move fired obstructions prior to in stall ltion unless special arrangements are rnade. El Yes I No If "No", list specifics, contact and phone number: Will floor protections be required, ❑ Yes N, No Has the floor condition been confirmed satisfactory by the customer? ❑ Yes No EquipmentCurrent REPLACEMENT EquiPMENT Make- Model: Serial Number: To Be Removed B Special Instructions: If existingequipment is to be removed , additional labor will be invoiced at current published service rates. It is important that the CW300 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. Relative humidity should be in the range of 20% to 80%. The CW300 PH nter weighs 386 Lbs., the Oce' Scanner Express weighs 64 Lbs. Operating temperature M and relative humidity (RH) Tempe re 0C OF Recommended 20-27 68-80 (Guarantied Performance) Operating environment 15-30 59-86 (Reasonable performance) Transport and storage conditions Temperature (T) and relative humidity (RH) Temperature Temperature minimum -1 OF maximum 158OF Relative Humidity maximum 90% at 86OF Room Volume and Ventilation • Minimal room volume 880 f0 Minimal room ventilation 442 ft 3 /hour (natural ventilation) Hu 30-60 Engine Maximum duration 96 hours 96 hours 48 hours A minimum floor space is required for Ocd CW300 The Oc6 CW300 should not be placed near a water boiler; humidifier or subject to ammonia fumes or direct sunlight. Oce'- ColorWave 300 multifunction Express without top delivery tray T h e [Oce' C o I orWave 300 m u iti fu n cti o n Express] requires a floor sp a ce of 2242 mrn x 986 m m (88.2 inch x 38.8 inch _ E ColorWave 300 multifunction Express] with top delivery tray The [Oc6 ColorWave 300 mu It-Ifu nction Express] requires a floor space of 2242 mrn x 1116 mm (88.2 inch x 44 inch) Customer is responsible for providing the electrical requirements listed below prior to the machine installation. Electrical receptacles as shown below) are required. F-1 115 Volt 15 Amps for printer El 3 Wire Ground 0 0 © Electrical Supply must be a dedicated line NEMA-5-15R for Printer The electrical service will be available on: System electrical supply Component Freq. Voltage Rated current Printer 60 Hz 115 V +1- 10% 4 A Power consumption: Sleep mode Printer: 3 W, Printer + Scanner, 3 W, Controller- 37 W, Energy StarO Standby Printer- 114 W, Scanner, 22 W, Controller- 37 W Printing Printer- 159 W, Scanner- 50 W, Controller 38 W WEIGHTS (in lbs.) and DIMENSIONS (crated in inches): Item 1 Oc6 CW300 Print Engine 2 Scanner Crated 385.8 lbs 64 lbs Uncrated See 'footprint" above Dimensions (LxWxH) Component Crated Uncrat ed Printer 77" X 27.8" X 41.81" See 'footprint" above Scanner 49" X 18.3" X 13" Max current (Run) 9 A Print Heads Ink Tanks Color Qu Part Number Color Part Number Black 3 1060091356 Black 1060089323 -200ML 1060091360 -400ML Cyan 2 1060091357 Cyan 1060089324 -180ML 1060091361 -350ML Magenta 2 1060091358 Magenta 1060089325 -180ML 1060091362 -350ML Yellow 2 1060091359 Yellow 1060089326 -180ML 1060091363 -350ML Maintenance kit 1060092781 Combi Packs Key Operator (s) will be trained upon completion of install- T I na Losacco Key Operator Name- Phone/Ext- Nadine: Phone/Et: Field Service Installation Technician- Gene D Coleman Number - Primary Technician- Gane D Co)ernar Number, Gene D Coleman Back Up Technician, Number.- Oc6 Representative- Date. - Customer Date: Field Service Manager- Date: 29953904 Combi pack Black (400 ml) 29953901 Cobi pack Cyan (350 nil) 29953902 Comb! pack Magenta (350 ml) 29953903 Combi pack Ye110W (350 ml) 29953908 Combi pack XL Black(800 ml) 29953905 Combi pack XL Cyan(700 ml) 29953906 Combi pack XL Magenta(700 m1l) 29953907 Combi pack XL Yellow(700 rd) 3734 3734 (305)292-4426 Please return completed form to your Branch Administrator Notify your Region Administrator and COE (HQ) if any changes occur prior to installation date. Return to: Oce' North America., Inc. Attn: Customer Order Entry (COE) 5450 N. Cumberland Ave. Chicago, IL 60656 773-714-8500 '-V Site Survey.:: Dear Customer,, I On January 1, 2013, Oce" North America, Inc. and Oc6 Imagistics, Inc. will merge into Canon Business Solutions,, Inc., with the newly merged entity being named Canon Solutions America, Inc., a wholly owned subsidiary of Canon U.S.A., Inc. The combined strengths of the Canon and Oce' brands, along with our expanded geographical coverage and enhanced expertise in imaging technologies, solutions and servicesbetter , positions us to meet the growing demands of our customers and prospects. Additionally, as an Oce' Financial Services, Inc. customer, please note that Oce Financial Services, Inc.will be merging into Canon Financial Services, Inc. on January 1, 2013. The Federal Tax ID for Canon Financial Services, Inc. is 22-3056822. Your jorimary lease administrative contact and the lease invoice format will remain unchanged. For most of our customers, the remittance address will remain unchanged lease reV101V � Ple -�Oqr invoice for details. Your contact's name and phone will continue to be included on your invoice. For more information regarding the integration, visit www-oceusa,com/merger or call your leasing contact. On behalf of everyone at Oce' Financial Services, Inc., we look forward to an exciting 2013 and thank you for being a valued customer. Regards, Ocd Financial Services, Inc.