CONTRACT 3372 Vender Agreement CLOSEDOce Financial Services, Inc. 33 � 2 .
Term Rental Agreement
• L`
OFSI Origination office: 5450 Cumberland Avenue Chicago IL 60656 Contract No:
n17ci AAminictr�tnrc nffica• 5600 Broken Sound Blvd. Boca Raton FL 33487
Customer Billing and Contact Information
Equipment Installation Information
Rental Term
(Months)
ments
L20 ber of
Billing Cycle (Iraq)
Customer Full Legal Name: City of El Segundo Police Dept— See site surveys —
Customer Full Legal Name: City
of El Segundo
60
DBA:
FMV
DBA:
Title: Assistant Secretary ate: °. 0
Contact Name: Cathy Domann
Contact Name: Emma Gray
Contact Phone: 3101524 -2306
Email:
Contact Phone: 310)524 -2207
Email:
Address: 350 MAIN ST
Address: 348 MAIN ST
Address:
Address:
City: EL SEGUNDO
County: LOS ANGELES
City: EL SEGUNDO
County: LOS ANGELES
State: CA
Zip: 90245 -3813
State: CA
ZIP: 90245 -3818
Contract and Payment Terms
Rental Payment
Rental Term
(Months)
ments
L20 ber of
Billing Cycle (Iraq)
End of Term
Purchase Option
Forequipment detail, lease see the equipment description exhibit A.
e p
•Cost per impression
$3,233.60
60
Quarterly
FMV
IMPORTANT. Rental Payment will be adjusted for applicable taxes. Payments are due on the first of each month with the first regular payment due on the first of the month after
equipment installation. There will be a pro -rated charge for the period between the installation date and the first of the next month.
Dear Customer. This Contract is written in simple and easy to read language. The words YOU and YOUR refer to the Customer as the Lessee. The words WE, US and
OUR refer to the Lessor, Oc6 Financial Services, Inc.
1. CONTRACT: We agree to rent to you and you agree to rent from us the equipment, software and services ( "Equipment') listed above or identified in any attached equipment
schedule ( "Contract "). You promise to pay us the Rental Payments according to the terms of the payment schedule shown above or on any equipment schedule hereto. The
Equipment will be used for business and /or commercial purposes and will not be used for personal, family or household purposes.
2. START OF CONTRACT; DUE DATE OF RENTAL PAYMENTS: The rental term ( "Rental Term ") shall be for the period specified herein. The Rental Term shall start when the
Equipment is ready for commercial operation, but in no event later than 30 days after delivery of the Equipment ( "Rental Start Date "). You agree to inspect the Equipment upon
delivery and verify by telephone or in writing such information as we may require. For the Rental Term, you agree to pay the Rental Payments for the number of payments
( "Number of Payments ") specified herein. We bill on the first of each month The first Rental Payment will be due on the first day of the month immediately following the Rental
Start Date ( "Regular Payment Date ") and the remaining Rental Payments will be due on the same day of each consecutive payment period thereafter for the duration of the Rental
Term. For the period covering the Rental Start Date to the first Regular Payment Date ( "Interim Period "), you shall pay us an amount equal to the Rental 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 Rental Start Date, and the Rental Term will be in
addition to the Interim Period. You agree to remit to us the Rental Payment and all other sums when due each Billing Cycle at the address we provide to you from time to time.
Rental Payments are due whether or not you are invoiced. You authorize us to adjust the Rental Payments by not more than 15% to reflect (i) any reconfiguration of the Equipment
that results in a change in the cost by the manufacturer /supplier, or (ii) adjustments to reflect applicable sales taxes. For any payment that is not received by its due date, you
agree to pay a late charge equal to a finance charge of 1.5% on any delinquent balance (not to exceed the maximum amount permitted by law). Any security deposit you have
given us may be used by us to cover any costs or losses we may suffer due to your default of any Contract. If applicable, the Security Deposit will be held by us, without interest,
and may be commingled (unless otherwise required by law), until all obligations under this Contract are satisfied, and may be applied at our option against amounts due under this
Contract. The Security Deposit, at our option, will be (i) returned to you upon termination of the Contract, provided you are not in default, or (ii) applied to the last Rental Payment
or (iii) applied to the amount we may quote for any purchase or upgrade of the Equipment.
3. RENTAL CHARGES. You agree to: (a) pay all costs and expenses associated with the use, maintenance, servicing, repair or replacement of the Equipment; (b) pay all premiums
and other costs of insuring the Equipment; (c) reimburse us for all costs and expenses (including reasonable attorneys' fees and court costs) incurred in enforcing this Contract; and (d)
pay all other costs and expenses for which you are obligated under this Contract. You agree, at our discretion, to either (1) reimburse us annually for all personal property and other
similar taxes and governmental charges associated with the ownership, possession or use of the Equipment, or (2) remit to us each Billing Cycle our estimate of the pro -rated equivalent
of such taxes and governmental charges. You agree to pay us an administrative fee for the processing of any Contract Charges that may be due and payable under this Contract. We
may take on your behalf, any action required under this Contract that you fail to take, and upon receipt of our invoice you will promptly pay our costs (including insurance premiums and
other payments to affiliates), plus reasonable processing fees. Restrictive endorsements on checks you send to us will not reduce your obligations to us. We may charge you a return
check or non - sufficient funds charge of $25 for any check that is returned by the bank for any reason (not to exceed the maximum amount permitted by law). We have the option to
charge a Contract origination charge of $150 (for processing and UCC filings), which shall be due and payable with the first Rental Payment.
The terms of this contract (including those on the reverse side) should be read carefully because only those terms in writing are enforceable. You agree to comply with the terms
and conditions of this contract and understand that this contract is non- cancelable for any reason until all your obligations have been met. You certify that all the information
contained in this contract and your application was correct and compete when this contract was signed. You have selected the Equipment based on your own judgment and we
have no responsibility as to the satisfactory performance or maintenance of the Equipment.
Neither the supplier nor any of its salespersons are our agent. They have no authority to speak on our behalf or make any changes to the Contract. The Contract may not be
modified except in writing signed by both parties. By signing below, you (a) certify that you have read the entire Contract, (b) that neither we nor our representatives have made
any agreements or representations except as set forth herein or in the equipment schedule and (c) you are duly authorized to execute the Contract on behalf of your organization.
This Contract will not commence and will not be binding on us until accepted by us.
Customer Authorized Signature
Accepted by Oce Financial Services, Inc.:
Customer Name:
Name: Oce Financial Services, Inc.
Authorized Signature:
Authorized Signature:
Ronald A. Enders
Name (print):
Name (print):
/
�S '�
Title: Assistant Secretary ate: °. 0
Title: Date: lr
Page 1 of 3
4. EQUIPMENT OWNERSHIP: We are and shall remain the sole owner of the Equipment. You agree to keep the Equipment free from liens and encumbrances. The Equipment shall always
remain personal property even though the Equipment may become attached or affixed to real property. If this Contract is determined to be a secured lease, you hereby grant us a security interest in
the Equipment and all accessions, attachments, replacements, substitutions, modifications and additions thereto, now or hereafter acquired, and all proceeds thereof (including insurance proceeds).
5. REPRESENTATIONS, COVENANTS: You represent and warrant that all customer information provided in this Contract and any associated documents are true, accurate and complete. You
agree to inform us in advance of any change in the status or type of your organization, state of organization, organization ID number or FEIN. Upon our reasonable request, you will provide us with
recent audited financial statements and other organization documentation.
6. NO WARRANTIES: WE ARE LEASING THE EQUIPMENT TO YOU "AS IS" WITH NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION, OR THE QUALITY OF THE MATERIAL OR WORKMANSHIP. WE ARE NOT RESPONSIBLE FOR ANY REPAIRS OR
SERVICE TO THE EQUIPMENT OR ANY DEFECTS OR FAILURES IN OPERATION. We assign to you for the term of this Contract any transferable manufacturer or supplier warranties. We are
not liable to you for any breach of those warranties. You agree that upon your acceptance of the Equipment, you will have no set -offs or counterclaims against us.
7. USE, MAINTENANCE AND REPAIR. You will keep the Equipment only at the address shown in the Contract and you will not move it from that address unless you get our prior written
consent. You agree to: (a) keep the Equipment in your exclusive control and possession; (b) use the Equipment solely for the purpose for which it was designed and in conformity with all insurance
requirements, manufacturer's instructions and manuals; (c) keep the Equipment repaired and maintained in good working order and as required by the manufacturers warranty, certification and
standard full service maintenance contract; and (d) give us reasonable access to inspect the Equipment and its maintenance and other records; (e) not install any accessory or device on the
Equipment if such (i) is not readily removable, or (ii) will impair the originally intended function or use of such Equipment. All options, additions, repairs, parts, accessories, equipment and devices
attached to the Equipment that are not readily removable, shall become our property.
B. LOSS OR DAMAGE. H any item of Equipment is lost, stolen or damaged you will, at your option and cost, either. (a) repair the item or replace the item with a comparable item reasonably acceptable
to us; or (b) pay us the sum of: (i) all past due and current Rental Payments and Rental Charges, (ii) the present value of all remaining Rental Payments and Rental Charges for the item, discounted at the
rate of 6% per annum (or the highest rate permitted by law, whichever is higher) and (iii) the Fair Market Value of the Equipment. We will then transfer to you all our right, We and interest in the Equipment
AS -IS AND WHERE -IS, WITHOUT ANY WARRANTY. Insurance proceeds shall be applied toward repair, replacement or payment hereunder, as applicable. In this Contract, "Fair Market Value" of the
Equipment means its fair market value at the and of the Rental Tenn, assuming good order and condition (except for ordinary wear and tear from normal use), as estimated by us.
9. INSURANCE: Until this Contract is paid in full and the Equipment has been returned to us, you will: (a) keep the Equipment insured for its full replacement value against all types of loss,
including theft, flood and earthquake coverage, and name us as loss payee; and, (b) provide and maintain acceptable comprehensive general public liability insurance. All policies shall require the
insurer to provide us at least thirty days prior written notice of any material change, cancellation or non renewal of coverage. H you do not provide us with acceptable evidence of insurance, we may,
but will have no obligation to, obtain insurance for you and add a charge to your Rental Payment which will include the premium cost and related costs.
10. LIABILITY: You are responsible for all losses, damage, claims, infringement claims, injuries and attomeys' fees and costs ("Claims"), incurred or asserted by any person, in any manner relating to the
Equipment, including its use, condition or possession. You agree to defend, hold harmless and indemnify us against all Claims, although we reserve the right to control the defense and to select or approve
defense counsel. Ths indemnity continues beyond the termination of this Contract, for acts or omissions that occurred during the Term of this Contract. You also agree that this Contract has been entered
into on the assumption that we will be entitled to certain tax benefits available to the owner of the Equipment. You agree to indemnify us for the loss of any income tax benefits caused by your acts or
omissions inconsistent with such assumption or this Contract. In the event of any such loss, we may increase the Rental Payments and other amounts due, to offset any loss of tax benefits.
11. TAXES: PERSONAL PROPERTY TAX FEES: You agree to reimburse us for applicable sales and/or use tax and all other taxes, fees, fines and penalties which may be imposed, levied or
assessed by any federal, state or local government or agency which relate to this Contract, the Equipment or its use (excluding, however, any taxes based on our net income). Fines and penalties
will be limited to any incurred as a result of your failure to act in accordance with federal, state and local tax laws and codes and/or the terms of this Contract. You agree to reimburse us for
reasonable costs and an administrative fee incurred in collecting or paying any taxes, assessments, charges, penalties or fees.
12. ASSIGNMENT: You may not assignor dispose of any rights or obligations under any portion of this Contract; nor shall you sub -lease the Equipment without our prior written consent. We may,
without notifying you, (a) assign this Contract or our interest in the Equipment; and (b) release information we have about you and this Contract to the manufacturer, supplier or any prospective
investor, participant or purchaser of this Contract. Any such information shall be deemed confidential by the recipient and us. If we do make an assignment under subsection 13(a) above, our
assignee will have all of our rights under this Contract, but none of our obligations. You agree not to assert against our assignee claims, offsets or defenses you may have against us.
13. DEFAULT: DAMAGES: 11 you (a) fail to make any Rental Payment or Rental Charge when due; or (b) become insolvent or commence bankruptcy or receivership proceedings or have such
proceedings commenced against you; or (c) terminate your existence by merger, consolidation, sale of substantially all your assets; or (d) default under any other agreement you have with us or our
affiliates, or (e) otherwise breach any warranty, covenant or provision of this Contract, we may accelerate the remaining balance due on this Contract and demand the immediate return of the
Equipment to us. If you do not return the Equipment to us within ten (10) days of our notice of your default, you will also pay the End of Term Purchase Option stated on the applicable equipment
schedule. We may also use any remedies available to us under the Uniform Commercial Code or any other applicable law. To the extent permitted by law, you waive (i) any notice of our
repossession and/or (ii) any requirement for us to dispose of the Equipment or otherwise mitigate our damages. By repossessing any Equipment, we do not waive our right to collect the balance
due on this Contract.
14. WAIVER: Our delay or failure to enforce our rights under this Contract will not prevent us from doing so at a later time.
15. CHOICE OF LAW; JURISDICTION: VENUE; NON -JURY TRIAL, LIMITATION OF LIABILITY: You and any Guarantor hereto agree that this Contract will be deemed for all purposes to be fully
executed and performed in the State of Illinois and will be governed by Illinois law. YOU AND ANY GUARANTOR EXPRESSLY AND IRREVOCABLY AGREE TO: (a) BE SUBJECT TO THE
PERSONAL JURISDICTION OF THE STATE OF ILLINOIS IN ANY CONTROVERSY THAT MAY ARISE RELATING TO THIS CONTRACT, ANY GUARANTEE OR THE EQUIPMENT; (b)
ACCEPT VENUE IN ANY FEDERAL OR STATE COURT IN ILLINOIS AND AGREE THAT SUCH COURT WILL BE A CONVENIENT PLACE FOR ANY TRIAL; AND, (c) WAIVE ANY RIGHT TO
A TRIAL BY JURY. You and any Guarantor further acknowledge and agree that subsections (a) through (c) are conditions precedent to and are material inducements to our entering into this
Contract with you and any Guaranty with any Guarantor. NEITHER PARTY, SHALL BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY
OTHER LEGAL THEORY, FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR COSTS OF SUBSTITUTE USE OR PERFORMANCE, OR FOR INDIRECT, SPECIAL, LIQUIDATED,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE, OR FOR DAMAGES SUFFERED OR CLAIMED TO HAVE BEEN SUFFERRED
BY ANY THIRD PARTY INCLUDING YOUR CUSTOMERS. OUR MAXIMUM LIABILITY TO YOU FOR ANY CLAIM FOR DAMAGES RELATING TO OUR PERFORMANCE OR NOW
PERFORMANCE UNDER THIS CONTRACT SHALL BE LIMITED TO THE LESSER OF $100,000 OR THE AMOUNT PAID BY YOU FOR THE ITEM WHICH IS THE SUBJECT OF THE CLAIM.
16. FINANCE LEASE; AMENDMENTS: YOUR OBLIGATION TO PAY ALL AMOUNTS UNDER THIS CONTRACT IS ABSOLUTE AND UNCONDITIONAL. THIS CONTRACT IS A "FINANCE
LEASE" UNDER THE UNIFORM COMMERCIAL CODE ( 'UCC'). THIS CONTRACT MAY NOT BE AMENDED EXCEPT IN WRITING THAT WE HAVE SIGNED. YOU WAIVE ANY AND ALL
RIGHTS AND EMEDIES EQUIPMENT; (c) EVOKE ACO V I
CEPT NCE F THE EQUIPMENT; (d) RECOVER DAMAGES FOR Y BREACH OF WARRANTY; AND () MAKE DEDUCTIONS OR SET -OFFS, FOR ANY
REASON, FROM AMOUNTS DUE US UNDER THIS CONTRACT. IF ANY PART OF THIS CONTRACT IS INCONSISTENT WITH UCC 2A, THE TERMS OF THIS CONTRACT W ILL GOVERN,
17, RETURN OF EQUIPMENT. If you are in default, or you do not purchase the Equipment at the end of the Rental Term (or any quarterly renewal tern), you shall return all of the Equipment,
freight and insurance prepaid at your cost and risk, to wherever we indicate in the continental United States, with all manuals and maintenance logs, in good working order and condition (except for
ordinary wear and tear from normal use), packed per the manufacturer or supplier's specifications, and pay an inspection, restocking and handling fee of $250, not to exceed the maximum
permitted by law, as reasonable compensation for our costs in processing returned equipment. You will pay us for any loss in value resulting from your failure to maintain the Equipment in
accordance with this Contract, missing components, or for damages incurred in shipping and handling.
18. UCC FILINGS: You authorize us to file UCC financing statements, and any amendments thereto, to show our interest in the Equipment and any proceeds. You authorize us to insert or correct
missing information on this Contract, including contract number, your legal name, serial numbers, Equipment location, and any information describing the Equipment.
19, MISCELLANEOUS: You agree that any Purchase Order issued to us covering the Equipment or Contract, is issued for purposes of authorization and your internal use only, and none of its terms and
conditions shall modify this Contract.: If we agree, you may transmit this Contract, equipment schedule and related documents to us by telecopy or facsimile ( "fax"). The fax document shall constitute an
original of the documents and best evidence of the parties' agreement, and shall be binding on you as if it were manually signed and personally delivered. You agree that the fax document will be
admissible in any legal action. We have no duty to verify or inquire as to the validity, execution, signers authority or any other matter concerning the propriety of any fax Notices, requests or other
communications required under the Contract to be sent to either party shall be in writing and shall be hard, overnight courier or certified mail. You agree to service of process by certified mail at your
address above in connection with any legal action brought by Oce. If any provision of this Contract is unenforceable, invalid or illegal, the remaining provisions will continue to be effective.
20. END OF TERM OPTIONS. At the end of the Rental Term and upon 90 days prior written notice to us, you shall either (a) return all of the Equipment in accordance with Section 17 above, or
(b) purchase all of the Equipment AS -IS AND WHERE -IS, WITHOUT ANY WARRANTY, for the End of Term Purchase Option price stated herein, plus applicable sales and other taxes. If notice is
not received by us, this Contract shall continue on a quarterly basis and you shall pay us the same Rental Payments and Rental Charges applicable during the Rental Tenn until the Equipment is
returned to us or you pay us the appropriate purchase price (and taxes). If you are in default, and upon demand by us, you shall return the Equipment in accordance with Section 17 above.
21. COST PER IMPRESSION PROGRAM (if applicable): As part of the Rental Payment, you are entitled to a Copy Allowance of the number of impressions specified herein. If the PER FOOT
PRICING option has been selected; all Print Charges will be billed on a per foot basis, with each linear or square foot equal to one impression. We are acting solely as an administrative agent for
the supplier, Oce-USA, Inc. in the billing and collection of these Print Charges. Additional charges for the Cost per Impression program may be invoiced for the following: (a) 0 you use more than the
Copy Allowance in a given period, you will pay an additional charge and such charge will be invoiced by and payable to Oce North America, Inc; (b) if Oce North America, Inc. determines that you
have used more than 10% over the manufacturer's recommended specification for supplies, you agree to pay reasonable charges for those excess supplies directly to Oce North America, Inc; (c)
upon 30 days prior written notice, Oce North America, Inc. may annually increase the portion of your Rental Payment allocated for the maintenance of the Equipment; such increase in any one year
shall not be more than ten percent over the previous years' maintenance charges; however, if you selected the Oce North America, Inc. FIXED PRICE PLAN, Oce North America, Inc. will forego its
right to increase the maintenance component throughout the initial Rental Term.
Page 2 of 3
Oce Financial Services, Inc. 3372 • . ,
® e Term Rental Agreement
Contract No: --
Product/Equipment Supplies Detail
Manufacturer Item /Description
t. 1 Oce 1 Oce VarloPrint 2070 (VP2070)
Payment Schedule (Step Lease only)
Payment Number
Payment Number
i
To
To
zo
63,233.60
Payment Number
To
Payment Number
Payment Number
To
To
Comments
Page 3 of 3
Oce North America, Inc.
3372 • . .
Customer Agreement
Division: DIPS Contract No: cL' JL'Z� �� �✓
Order Type: MFC Lease Agreement No: 0003.2057 -03
Rep No: 3954
o,
Customer's Sold To Address
Customer's Shi To Address
Company Name: City of El Segundo
Company Name: - see Site Surveys --
DBA:
DBA:
Contact Name: Cathy Domann
Contact Name:
Address: 350 MAIN ST
Address:
Address:
Address:
City: EL SEGUNDO County: LOS ANGELES
State: CA Zip: 90246 -3813 Phone: 310)524-2306
City: County:
State: Zip: Phone:
Product/Equipment Supplies Description
Include serial numbers and meter counts when required)
Requested
Delivery
Oty.
Pre-
pack
Warranty
(aof Day,)
List Price
Trade-in /
Discount
Installation/
Delivery
Addenda Totals
Total Net Price
A ' VP2070
06/22/2004
1
0
B
gi
C,
D,
Billing Frequency
Intro or Equipment Rental Data
Special Delivery Charges
Minimum Rental Payment
Term
Minimum Payment
Cost per Copy
Excess Rigging
Total (Ex,1Wxa of Sale % /llee Tax & Malnr.)
Quarterly
Minimum Maintenance Payment
Payment No. To
Trade in Equip
PO Required
K -16 Summer Shut -Off (DIPS Only)
❑Yes ® No
®Yes ❑ No
Quarterly
Payment No. To
Payment No To
Payment No. To
Copy Allowance
Annually
Tex Exempt
Supplies Incl.
❑Yes ® No
®Yes ❑ No
Service (Also used for Rental Copy Allowances/Charges.)
Number of Copies
Copy
Allowance
Zone
Service
Char a
Service
Addend
Excess Meter Charge
(Copies will be billed separately)
Service Pricing Fixed
A B&W 360000 Cir 0 Scan 0
B B &W Clr Scan
C B &W Cir Scan
D B &W Clr Scan
COPIES
1
Included
B &W 0.01331 Cir Scan 0
B&W Or Scan
B &W Cir Scan
B &W Clr Scan
®Yes ❑ No Months 49 -72
❑Yes ❑ No Months
❑Yes ❑ No Months
❑Yes ❑ No Months
Acceptance
ice
Customer Signature acknowledges receipt of 5 ( #) documents (See
which are incorporated into this document by reference.
Opt. Coverage
Addrl Servic e.
Charge
Call Out Charge
71isted
DOCUMENT NAME
LHours
No
No
Document Acceptance Agreement
Customer Agreement Addendum For Additional Product/Equip
Common Terms and Conditions
No
No
Com ments
Software Maintenance and Support Agreement 12/02
Site Survey
This equipment is leased under a separate lease agreement by Oc4 Financial Services.
Customer Authorized Signature
Oce Authorized Signature
Customer Name:
Date: N G
Accepted by:
Ronald A. Enders, Vice President
Authorized Signature: -
Name (print):
Name (Print):
//
Title: Date: �o ' �`� • b`{
Oce North America, Inc. • 5450 N. Cumberland Avenue • Chicago, IL 60656
CUSTOMER'S REPRESENTATIVE WARRANTS THAT HE/SHE IS DULY AUTHORIZED TO EXECUTE THIS
AGREEMENT ON BEHALF OF CUSTOMER AND THE AGREEMENT IS BINDING ON CUSTOMER.
THIS CUSTOMER AGREEMENT IS ONLY BINDING UPON SIGNATURE OF AN AUTHORIZED OcA North America.
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.
ONA:Rev 12/01/03
Oce North America, Inc.
��'� Document Acceptance Agreement
3372 .. ,
200 - 5001126 -000
Agreement No: 1 00032067.03
Form #USA9500 rev 12/02
Customer's •. To Address
Company Name: cit of Et So undo
Company Name: --See Site Surveys --
DBA:
DBA:
Contact Name: Cathy Domann
Contact Name:
Address: 350 MAIN ST
Address:
Address:
Address:
City: EL SEGUNDO County:
City: County:
State: Zip: Phone:
State: CA Zip: 90245 -3813 Phone: 310)524 -2306
customer Signature acknowledges receipt of ( #) documents (See documents listed below),
which are incorporated into this document by reference.
DOCUMENT NAME RLY-
Software Maintenance and Support Agreement 12102
Site Survey
Sales Manager Acknowledgement
Customer Authorized Signature
Company Name:
Oc6 Authorized Signature
Authorized Signature:
Name (Please Print):
Title: Date:
Date: 6/29/04
Accepted by VP: ✓Z`/
Name (Please Print): Ronald A. Enders, Vice President
CUSTOMER'S REPRESENTATIVE WARRANTS THAT HE /SHE IS DULY AUTHORIZED TO EXECUTE THIS
AGREEMENT ON BEHALF OF CUSTOMER AND THE AGREEMENT IS BINDING ON CUSTOMER.
THIS CUSTOMER AGREEMENT IS ONLY BINDING UPON SIGNATURE OF AN AUTHORIZED Oce North Amenca,
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 ACKNOWLEDGES THAT THESE TERMS AND CONDITIONS
SUPERCEDE ANY OTHER TERMS AND CONDITIONS.
Form #USA9500 rev 12/02
Oce North America, Inc. 3372
Customer Agreement Addendum
Division: DIPS For Additional Product/Equipment Agreement No: 1 00032057 -03
Order Type: MFC Lease Rep No: 3954
Branch No:
Hardware
Customer: City of El Segundo
3. Product/Equipment Description
(include serial numbers and meter counts
when required)
DAC
Requested
Delivery
List Price
Trade -In/
Discount
Installation &
Delivery
Total Net
Price
00
nMaint.
Mailbox
.00
Adobe Postscript 3
tWa
.$0.00
.
VarioPrint 2060/70 User Training
$0.00
$0.00
$0.00
VP 2060/70 Customer Computer Based
$O.OU
$U 00
$U OU
Trainin CD System Integration Service (1/2 Duy)
$U.00
$O.UU
$U.00
VarioPrinl 2060 Base License
$0.00
$0.00
$0.00
VarioPrint 2060 Speed Option
1
$0.110
$0.00
$IIAO
VarioPrint 2070 Speed Option
1
$0.00
$0.00
9$,'.0000
Total:
$0.00
$0.00
$0.00
t 11IIJ I VI I11 11 Iuat uu w I - - -.I.,.-.-- - . -�- -�- -- -- - - - -�
Form #USA9500 rev 12/02
3572. , d d
Customer Agreement Terms and Conditions
Common Terms
DEFINITIONS.
a. "Oce" shall mean Oce North America, Inc.
b. "Customer" shall mean the business entity defined in Section 1 of the Cover Sheet.
c. "Product" shall mean Equipment, including accessories, which are subject to this Customer Agreement ( "Agreement ").
d. "Cover Sheet" shall mean the front page of this Agreement.
e. "Software" shall mean: the Oce software modules in object -code form listed on the Cover Sheet and accompanying documentation, together
with programming and/or microcode firmware included or embedded by Oce within Equipment.
f. "Installation Site" shall mean: the Customer location specified in the Cover Sheet to which Customer requests that Oce ship the Equipment or
Software. Delivery will be made to the Installation Site.
g. "Effective Date" shall mean (i) the date the installation is completed; or (ii) for Software which is not installed during the installation of the
Equipment, the date the Software is enabled or shipped; or (iii) in the case of conversions or trials, the date specified by Oce.
In. "NOLI Products" shall mean Non -Oce Listed Items, which means hardware, software, equipment, supplies, service, warranty, network
equipment and other items not listed in Oce's price list.
i. "Client Software" shall mean that portion of the Software that resides in, and operates on, the desktop or portable computers in use by
Customer or third parties as provided herein and provides access to the Server Software and computer system resources shared and used by
the Software.
j. "Server Software" shall mean that portion of the Software that resides in, and operates on, the computer systems of Customer which allow
access by the Client Software to shared computer system resources, including data files and databases.
EQUIPMENT. At the sole discretion of Oce, the Equipment to be delivered pursuant to this Agreement means hardware that is Newly Manufactured,
Factory Produced New Model, Remanufactured, or Used. "Newly Manufactured" shall mean equipment that has been newly assembled and which may
contain a limited number of used components that have been thoroughly inspected and tested to assure product performance and reliability
specifications. "Factory Produced New Model" shall mean equipment that has been subject to a process of disassembly, cleaning, refinishing,
replacement of defective components with new or used components and has been converted to new -model status. Such equipment is newly serialized
equipment with new features and /or functions. Customer is the first user of this equipment, which is fully tested to assure product performance and
reliability specifications. "Remanufactured" shall mean equipment that has been subject to a process of disassembly, cleaning, refinishing, and
replacement of defective components with new or used components and is fully tested to assure product performance and reliability specifications.
"Used" means equipment that is maintained under Oce's authorized technical standards. Used equipment is offered without warranty.
BINDING AGREEMENT. Customer shall be bound to take delivery of the Equipment upon Customer's signature and Customer shall be obligated for
payment as of the Effective Date. The terms and conditions on any Customer purchase order shall not modify this Agreement. Customer
acknowledges that Oce has no responsibility for the decision or effect of the decision of Customer to acquire NOLI Products, even if Oce helps
Customer identify, evaluate or select such NOLI Products.
BILLING. Invoices are due thirty (30) days after receipt; for purchases, invoices are due upon receipt. Customer shall pay all taxes arising from the
Agreement. A late charge of one and one half percent (11/2 %) per month will be charged on any delinquent balance not paid to Oce by its due date.
Customer is responsible for freight, delivery and rigging charges.
WARRANTY.
a. HARDWARE. If a warranty for Equipment is provided by Oce, it must be marked on Section 3 of the Cover Sheet. If a warranty is included, the
warranty shall commence on the Effective Date and continue for the period set forth. If the warranty section is not marked, no Equipment
warranty is provided to Customer. During the warranty period, Oce shall repair or, at its sole discretion, replace Equipment or parts thereof
determined by Oce to be defective in material or workmanship, and shall provide service adjustments within the Oce service area during its
normal business hours at no charge, as determined to be necessary upon inspection by an authorized Oce Service Representative. Any repair,
replacement of parts and/or adjustment required because of misuse, improper care or storage, negligence, alteration, accident, use of improper
supplies or lack of specified maintenance with respect to the hardware Equipment is not covered by this warranty, nor is the replacement of
expendable items including, but not limited to, exposure and projection lamps, glass platens, viewing screens, photoconductors, and inkjet print
heads. Repair provided by Oce that is not covered by this warranty will be at Customer's expense. Oce provides no warranty for NOLI
Products. For NOLI Products, Customer may receive a warranty directly from such product or software vendor.
b. EXCLUSION OF CERTAIN WARRANTIES. THE WARRANTIES STATED ARE EXCLUSIVE AND IN LIEU OF ALL WARRANTIES
EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION AND DISCLAIMER OF LIABILITY.
LIMITATION. THE PARTIES AGREE THAT, Oce SHALL ONLY BE LIABLE FOR DIRECT DAMAGES RELATED TO THE MANUFACTURE,
DELIVERY, OR USE OF THE PRODUCTS, SOFTWARE, SERVICES, AND /OR SUPPLIES USED HEREUNDER, BUT NOT TO EXCEED $50,000,
WHETHER SUCH CLAIM ALLEGES TORTIOUS CONDUCT OR ANY OTHER THEORY. IN NO EVENT SHALL Oce BE LIABLE FOR INDIRECT,
PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR EXPENSES WHETHER SUCH CLAIM ALLEGES TORTIOUS CONDUCT OR ANY
OTHER THEORY. NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY CUSTOMER MORE THAN ONE YEAR AFTER THE CAUSE OF
ACTION HAS ACCRUED OR MORE THAN ONE YEAR AFTER THE OCCURRENCE OF THE ACTIVITY WHICH GAVE RISE TO THE CLAIM.
DEFAULT. An event of default shall exist upon the occurrence of all or any one of the following events: (a) Customer does not pay when due any
invoice; (b) Customer ceases doing business as a going concern; or is unable to pay its debts as they become due; or (c) Customer shall default in the
performance of any of its obligations to Oce or any assignee arising under this Agreement, or any other agreement between Customer and Oce (an
"Event of Default ".) Upon the occurrence of an Event of Default, Oce may terminate its obligations to Customer and declare immediately due and
payable all sums due or to become due hereunder or under any other agreement between Customer and Oce.
ASSIGNMENT. WITHOUT THE PRIOR WRITTEN CONSENT OF Oce, CUSTOMER SHALL NOT ASSIGN, TRANSFER OR PLEDGE THE
PRODUCT(S) OR THIS AGREEMENT.
CONFIDENTIALITY. The parties may disclose to each other non - public information, which may include confidential information ( "Confidential
Information "). The recipient of Confidential Information shall use the Confidential Information only for the purposes of this Agreement.
3?, Z . .
MISCELLANEOUS. This Agreement shall constitute the entire agreement between customer and Oce with respect to product(s), services and software
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 agents or representatives that are not in writing or differ in any way from the terms and
conditions of this Agreement shall have no force or effect. This Agreement shall be governed by and construed in accordance with the laws of the State
of Illinois. Customer agrees that the State and Federal Courts which sit in Cook County in the State of Illinois shall be the exclusive forum and venue of
all controversies and disputes arising hereunder and parties hereby knowledgeably submit to the jurisdiction and venue thereof. In any action by Oce to
enforce its rights hereunder, the Customer shall pay Oce's costs and expenses (including reasonable attorney's fees). CUSTOMER IS SOLELY
RESPONSIBLE FOR ENSURING (1) THAT ITS NETWORKS AND SYSTEMS ARE ADEQUATELY SECURED AGAINST UNAUTHORIZED
INTRUSION AND (2) THAT IT BACKS UP ITS DATA AND FILES. Except for obligations of payment, neither Oce nor Customer shall be liable for
nonperformance caused by circumstances beyond their control, during the time such circumstances exist including, but not limited to, work stoppages,
floods, and Acts of God. Oce will defend Customer from and pay any ultimate judgment for, direct infringement in the United States by Product(s) or
Software of any patent, trademark, trade secret, protected semiconductor chip mask work, or copyright if Customer promptly notifies Oce in writing of
any alleged infringement, allows Oce to defend such action in Oce's sole judgment, and cooperates with Oce. Oce is not liable for any infringement due
to Product or Software being made or modified by Customer or Customer requested specifications or design, or being used or sold in combination with
equipment, software, services or supplies not provided by Oce. Oce MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY OF INFRINGEMENT
AND HAS NO OTHER LIABILITY FOR INFRINGEMENT. Customer represents that the person signing this Agreement on behalf of Customer has the
authority to execute this Agreement. Any term or condition of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability, without invalidating any of the remaining terms or conditions of this
Agreement. The waiver or failure of Oce to enforce any provision of the Agreement on one or more instances will not constitute or be deemed a
permanent waiver of such provision.
Purchase Terms
PRODUCT. Customer hereby agrees to purchase from Oce at the purchase price and Oce agrees to sell the Product(s) identified on the Cover Sheet
pursuant to the terms and conditions set forth herein. Customer agrees that it is not purchasing the Product(s) for resale.
SECURITY INTEREST. Oce reserves and Customer grants to Oce a purchase money security interest in the Product and any and all replacements,
substitutions, and repairs thereto, for the purpose of securing the purchase price and all other sums due hereunder. Oce is hereby granted an
irrevocable power of attorney to execute and file financing statements in the name of Customer.
TITLE AND RISK OF LOSS. Title to the Product(s) and the risk of damage to or destruction of the Product(s) shall pass to Customer FOB, shipping
point, with the exception of Software. Customer does not receive title to Software. If the Product(s) is lost, stolen, damaged, or otherwise rendered unfit
for normal use, Customer shall pay Oce an amount equal to the replacement cost of the Product(s).
Equipment Maintenance Terms
TERM/TERMINATION. Service shall commence on the Effective Date and will be provided at the Installation Site. If the Product(s) is under warranty,
Service shall begin on the day immediately following expiration of the warranty period. Either party may terminate Service without cause by giving the
other at least ninety (90) days prior written notice.
SERVICE CHARGES. Oce shall invoice the Minimum Charge in advance and shall invoice the Excess Charges and other usage fees ( "Service
Charges ") monthly in arrears. If applicable, Customer shall provide meter readings at the end of each month. Should such meter readings not be
provided in a timely fashion, Excess Charges may be estimated by Oce. When supplies are included in the Minimum Charge, Customer is entitled to
the amount of toner which, on average, covers six percent (6 %) of the media.
TERMS AND CONDITIONS AND PRICE CHANGES. Oce may change prices and terms and conditions for Service effective one year after the
Effective Date and once per annum thereafter. Service Charges maybe increased at a rate not to exceed fifteen percent (15 %) per annum.
MAINTENANCE SERVICES. "Service" means the repair and /or replacement of parts, subassemblies, and embedded software to keep the Product(s)
in good working order per Oce's written specifications. Parts required for repair may be used or remanufactured in accordance with Oce's
specifications. Service will be provided during Oce's established service availability hours, normally between 8:30 AM and 5:00 PM, and only within
areas designated for Service. Customer shall permit Oce to install, at no cost to Customer, all retrofits designated by Oce as mandatory.
EXCLUSIONS. The following are not within the scope of Service: (i) provision and installation of optional retrofits; (ii) enhancement of any feature of the
Product(s); (iii) services connected with Product(s) relocation; (iv) installation /removal of accessories, attachments, or other devices; (v) exterior painting
or refinishing of Product(s); (vi) maintenance, installation, or removal of Product(s) or devices not provided by Oce; (vii) performance of normal operator
functions as described in applicable Oce operator manual(s), including, but not limited to, loading of toner and/or paper; (viii) performance of services
necessitated by accident, negligence, temperature, inadequate ventilation, power failure, improper electrical power, unauthorized alteration of
Product(s), tampering, service by other than Oce, causes other than ordinary use, improper supplies or accessories, interconnect of Product(s) by
electrical or electronic, or mechanical means, with incompatible Product(s), or failure to use Oce operating system software; (ix) performance of services
necessitated by the introduction of a computer virus or other bug into the Product(s); and (x) performance of service necessitated by any modification,
alteration or any other change whatsoever of Customer's computer system into which the Product(s) is integrated or otherwise connected.
CUSTOMER RESPONSIBILITIES. Customer agrees: (a) to provide Oce with unrestricted access to the Product(s); (b) to use only paper, recycled
paper, parts, photoconductors, toner, or other supplies which in Oce's opinion will not cause excessive Product(s) Service; and (c) that replaced parts
are the property of Oce.
Equipment Rental Terms
RENTAL PAYMENTS. Customer shall promptly pay the payments set forth on the Cover Sheet in advance. If applicable, Customer shall provide meter
. .,,
readings at the end of each month. 3 3 / 2 � •
EARLY TERMINATION. Either party may terminate this Agreement at any time on thirty (30) days prior written notice. If Customer terminates this
Agreement prior to the end of the Term, Customer shall pay a termination charge equal to the product of the Minimum Rental Payment specified on the
Cover Sheet multiplied by 4 or the number of months remaining in the Term, whichever is greater.
RENEWAL. This Agreement will renew automatically for the same term as the initial Term unless Oce receives written notice from Customer electing
not to renew the Agreement at least thirty (30) days prior to expiration of the current Term.
MAINTENANCE. Customer agrees that the Equipment Maintenance Terms are incorporated herein and during the Term it will not move the Product(s)
from the Installation Site or terminate Service.
Software License Terms
In exchange for timely payment of the Software license fee(s), Oce hereby grants to Customer a nonexclusive, nontransferable, limited license to use
the Software as follows:
(i) Single Workstation License. Customer may install the Software on a single workstation (CPU) at the Installation Site solely for the internal use of
Customer and its employees.
(ii) Fixed Client/Server License: Customer may install and use one (1) copy of the Server Software solely at the Installation Site and may copy and
distribute the Client Software to its own internal users and to third parties for the sole purpose of accessing the Server Software; provided, however that
in no event shall the number of workstations (CPUs) on which the Client Software has been installed exceed the number of workstations specified in the
Agreement.
(iii) Concurrent Client/Server License. Customer may install and use one (1) copy of the Server Software solely at the Installation Site and may copy
and distribute the Client Software to its own internal users and to third parties for the sole purpose of accessing the Server Software; provided, however
that in no event shall the number of users accessing the Server Software at any one time exceed the number of users specified in the Agreement.
Except as expressly provided herein, Customer shall not, without the prior written consent of Oce, copy the Software in whole or in part, except that
Customer may make one (1) copy of the Software for backup purposes. The original and any copy in whole or in part of the Software made by
Customer shall include Oce's copyright and other proprietary notices and shall remain the property of Oce. Customer agrees that it will not translate,
disassemble, decompile, reverse engineer, or create derivative works based on the Software or any portion thereof. The license for embedded
Software is concurrent with the Customer's right to use the Product(s) and is terminated with the Customer's right to use the applicable Product(s).
Upon distribution of the Client Software to a third party, Customer shall ensure that the third party is required to read and accept the End -User License
Agreement ( "Clickwrap Agreement') included as part of the Client Software.
NO WARRANTY. Customer expressly acknowledges and agrees that the Software is provided "as is" and without warranty of any kind. Oce DOES
NOT WARRANT THAT THE SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE
UNINTERRUPTED OR ERROR FREE. Customer acknowledges that operation of the Software may result in loss of data.
TERMINATION. Upon termination of this Agreement, all licenses granted to Customer with respect to the Software, including upgrades and updates,
and Customer's right to possess or use the same, shall immediately cease. Upon such termination, Customer shall: (i) cease to use the software; (ii)
return all Software, Confidential Information, and Software documentation; and (iii) deinstall such Software, and upon such deinstallation provide
evidence reasonably satisfactory to Oce of such deinstallation. Customer shall use its best efforts to take necessary steps to achieve the requirements
of this Section with regard to any client of Customer who was given access to or a license of the Software by Customer.
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 North America, Inc., 5450 North Cumberland Avenue, Chicago, IL 60656. None of the Software or
underlying information or technology or any direct product thereof may be downloaded, exported or re- exported without the prior written consent, if
required, of the Office of Export Administration of the U.S. Department of Commerce. Customer agrees to comply with any other applicable export laws
and regulations.
- 0003205'7
Agreement No.:
n
When this Agreement is listed in Section 12 of the Customer Agreement, then the provisions of this document are
incorporated into the Customer Agreement.
1. MAINTAINED SOFTWARE. The terms and conditions of this Software Maintenance and Support Agreement
( "Agreement") will apply only to Software (as defined in the Software License Agreement) licensed to Customer directly from
Oce and listed in the Customer Agreement (the "Maintained Software "). Maintained Software shall specifically exclude
operating system Software or Software designed, developed or provided by parties other than Oce. Maintenance for the
embedded Software shall be provided under the terms of the Equipment Maintenance Agreement, Term Rental or Master
Frequent Copy Rental Agreement. In the event Customer elects to purchase Software maintenance, all Oce Software
modules licensed by Customer must be covered by Software maintenance.
2. TERM. The term of this Agreement shall be for twelve (12) months from the Effective Date. This Agreement will be
automatically renewed for all Software modules for successive twelve (12) month periods unless either party notifies the
other of its desire to terminate this Agreement no later than sixty (60) days prior to the expiration of a twelve (12) month
period. In the event that additional Oce Software modules are licensed by Customer, the additional Software modules will
automatically be included under this Agreement, with maintenance to be coterminous with Customer's existing Maintained
Software, and pro -rated charges therefor will be automatically invoiced to Customer. The foregoing notwithstanding, this
Agreement shall immediately terminate in the event that the Software License Agreement for the Maintained Software is
terminated. Oce may elect to terminate this Agreement in the event of a breach by Customer of the Customer Agreement or
any other agreement between Customer and Oce.
3. TERMINATION. Upon termination of this Agreement due to an event of default, 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 upon termination: (i) cease to use the software; (ii) return all
Software, Confidential Information, and Software documentation given to Customer during the Term; and (iii) deinstall such
Software, and upon such deinstallation, providing evidence reasonably satisfactory to Oce of such deinstallation. Customer
shall use it's 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. (An "Event of Default ".)
4. RELEASE OF MAINTENANCE MATERIALS. Oce will accumulate corrections relating to the Maintained Software,
and will periodically issue such corrections as a maintenance patch in its discretion. From time to time, Oce may also issue
a new release of the Maintained Software under the same operating system and language as the Maintained Software,
including new features and/or improved performance. Provided that Customer is then covered by Software maintenance,
Oce will notify Customer of the availability of maintenance patches and new releases applicable to the Maintained Software
( "Maintenance Materials "). Such notification may be made by mail, email or by posting on the Software support section of
Oce's Web Site. If Customer notifies Oce of its desire to obtain the Maintenance Materials, Oce will make such materials
available either for download from the Software support section of Oce's Web Site, or Oce may distribute such materials on
CD or other media which can be shipped directly to Customer. In no event will Maintenance Materials include additional
Software modules for which Oce charges a separate fee.
5. MAINTAINED SOFTWARE RELEASES. Anything to the contrary notwithstanding, Oce's maintenance obligations
shall be limited to supporting the then - current release of the Maintained Software and the next prior release. Oce does not
warrant that any Maintenance Materials will be compatible with customized versions of Maintained Software. Oce may
provide customization services for Maintenance Materials at Oce's then - current consulting rates. Customer is responsible
for installing all Maintenance Materials. Oce offers installation services at Oce's then - current consulting rates. In the event
that Customer has distributed Client Software modules to Customer's client(s) pursuant to the Software License Agreement,
Customer shall be responsible for distribution of Maintenance Materials to Customer's client(s), as required. CUSTOMER
ACKNOWLEDGES THAT OCE DOES NOT WARRANT THAT THE OPERATION OF THE MAINTAINED SOFTWARE
WILL BE UNINTERRUPTED OR ERROR -FREE. CUSTOMER ACKNOWLEDGES THAT OPERATION OF THE
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Agreement No.: 00032057 -03
MAINTAINED SOFTWARE MAY RESULT IN LOSS OF DATA. Customer is solely responsible for ensuring (1)
that its networks and systems are adequately secured against unauthorized intrusion and (2) Customer backs up
its data and files. Customer releases Oce from any damages by virtue of Customer's failure to provide necessary
data files in the event of corruption or loss of Customer's data for any reason.
SOFTWARE SUPPORT.
A. Oce provides Software support, consisting of e- mail /telephone access to Oce Support Specialists for
operator questions, installation support, explanation of Maintained Software features and functionality, network
connectivity questions, and other Software support issues ( "Software Support'). Software Support shall be made
available during those days and hours in accordance with Oce's policy. Software Support is provided on a "per
Incident' basis. An "Incident' is defined as a question related to a specific issue with regard to the Maintained
Software that can be resolved telephonically by isolating its origin to a single cause.
B. Customer may access Software Support through the purchase of "Incidents" from Oce. Incidents
may be purchased individually or in quantities as in accordance with Oce's policy. An Incident will be considered
"used" when Oce: (1) corrects the problem; (2) creates a reasonable work - around; (3) provides information in
response to a Customer question; or (4) isolates the cause of the support issue to product provided by a party
other than Oce. An Incident will not be considered "used" if the problem results from a defect in Maintained
Software for which no Software patch or workaround is then available from Oce. Issues that Oce determines
cannot reasonably be resolved as Incidents may be escalated, with the consent of Customer, to an Oce Software
Engineer or scheduled for on -site support at Oce's then - current consulting rates. Oce DOES NOT REPRESENT
OR WARRANT THAT ALL SOFTWARE ISSUES CAN OR WILL BE RESOLVED AS INCIDENTS. Incidents shall
have an expiration date of twelve (12) months from the date of purchase, and purchases are non - transferable and
non - refundable. The expiration date of unused Incidents may be extended if requested in conjunction with the
purchase of additional Incidents.
C. Oce will provide Software Support to those Customer employees who have been issued an ID
code providing email/telephone access to the Oce Software Support Center. Customer shall be responsible for
controlling ID code access and for any unauthorized use of ID codes. ID codes are non - transferable.
D. Once per calendar quarter, Customer will receive a support summary report, providing an
overview of the total number of Incidents purchased, number used, and number remaining available for use.
Such reports may be made available on the customer support area of the Oce Web Site with access provided
using the Customer's ID code.
E. Software Support does not include: (1) training; (2) Maintenance Materials; (3) on -site support; (4)
on -site implementation, installation and integration support; (5) re- installation of Software on computer equipment
supplied by Oce after modification of such computer equipment by Customer (such as installation of memory,
disk, interface boards, other software, etc.); (6) re- installation or re- initialization of Software after changes in a
networking system or alteration of the parameters of Customer's current networking system; or (7) support or
service required because of the upgrade of any software not licensed by Oce, such as operating system or
utilities software, even if running on computer equipment supplied by Oce. Oce may make these services
available at Oce's then - current consulting rates. Oce reserves the right to decline to perform such services.
CHARGES.
A. For Software maintenance hereunder, Customer shall pay Oce upon signing this Agreement, and
upon each renewal hereof, the amount set forth in the Customer Agreement or bundled with Product(s).
Maintenance fees are invoiced periodically in advance, as shown in the Customer Agreement. Oce shall have
the right to change prices and terms and conditions of this Agreement effective one year after the Effective Date
and at the end of every twelve (12) month period thereafter. Maintenance fees maybe increased at a rate not to
exceed ten percent (10 %) charged during the previous twelve (12) month period.
B. For Software Support hereunder, Oce will invoice Customer at the time of and based on the
number of Incidents purchased by Customer.
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Agreement No.: 00032057.03
S. LIMITED WARRANTY /LIMITATION OF WARRANTY /LIABILITY.
A. Oce warrants that Software Maintenance and Support will be performed in a workmanlike manner
in accordance with industry standards. In the event of a breach of the foregoing warranty, Oce shall, at its option,
either re- perform the service or refund the amount paid that is attributable to the portion of the service in question.
B. It is understood and agreed that all intellectual property, work product and ideas created by Oce
in connection with services provided hereunder, and all right, title and interest therein, shall be owned by and
belong to Oce at all times. Oce and Customer understand and agree that all Maintenance Materials shall be
treated as part of the Maintained Software subject to all terms, conditions and limitations contained in the
Software License Agreement.
C. Oce's ENTIRE LIABILITY TO CUSTOMER WITH RESPECT TO SOFTWARE SUPPORT,
MAINTAINED SOFTWARE, MAINTENANCE AND SERVICES PROVIDED HEREUNDER AND CUSTOMER'S
SOLE REMEDY FOR ANY CAUSE, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED IN THE
AGGREGATE TO THE SOFTWARE MAINTENANCE FEES FOR THE MAINTAINED SOFTWARE WHICH IS
THE SUBJECT OF THE CLAIM AND WHICH IS PAID DURING THE ANNUAL TERM (SEE PARAGRAPH 2) IN
WHICH CUSTOMER'S ACTION ACCRUED.
D. Oce WILL HAVE NO LIABILITY FOR DAMAGES HEREUNDER FOR ANY ACTION BASED
UPON A PROBLEM NOT REPORTED TO Oce WITHIN THIRTY (30) DAYS AFTER CUSTOMER FIRST
KNOWS OF THE PROBLEM.
CUSTOMER'S INITIALS
Software Maint. Terms and Conditions
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