CONTRACT 4113 Vender Agreement CLOSED�C-�
OFBI OrFglnef n office:
OF;;jI AdmtnFvir fv* oRboe:
Oce Financial Services, Inc.
State and Local Agreement
5450 CunrborlandAvenuo ChlrWIL OOM
OM Sfax" Sound Blvd, Soar Ralon FL 33467
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reedy for eommefglsi apnrafrin, bVt in no event *W Uwn 3e 4oya error daldvey of the t;:qulpment C'ftealttt 8tert Date'7. Yofr al" fs infl W the EgWpment upon del" and
vaNy by tetepbune or In w King such lafbmmtlon eo Yfe may require. for Uta Rental Tarns: you sofa to pay She fteM PAP"" Ear t;ld number of parmem ('Nurnbw of
PM menWj spsaMed t"n. Its ftt Rents, Payment w!D be due an thr OMI dw of the month hnm h ttey foollaninp the ReTW Men Onto (ImWlw Payment Datn') and the
nurw*dfgl Rentat Payntwib ;Wl be Ow an the saw day of each omsocuft Rift Oy* U mmoo yr for the dundon of 1h0 Rental 'feint. You atgroo to mmit fo us the Rental
Payment and as opw Nfdsi Cheroot when due m the address we prawida to )on. RoW Fvpwwk are due whoMer or not you are invoiced. For any payment 61st is nW
rwAbod by its duo date, you agree to pay a lets chwge awaf to a ftnwfco Olorgo of i.V% par nwrfpt on any dvlkgmnt baNnoe (no) to ►wand the mP)lmumenpwK petmitlid by
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4. EQUIPMENT OWNERSHIP: We are and shall remain the sole owner of the Equipment You agree to keep the Equipment 0% from liens and encumbrances. The Equipment shall
always remain personal property even though the Equipment may become attached or affixed to real properly. if this Contract is determined to be a secured lease, you hereby grand us a
security Interest in the Equipment and all accessions, attachments, reptacements, substitutions, mocWmations and addiliorhs thereto, now or hereafter acquired, and all proceeds thereof
(ftkuding insurance proceeds).
S. REPRESENTATIONS, COVENANTS: You represent and warrant that all customer information provided In this ConkW and any associated documents are titre, somrats and
complete. You understand and agree that the Information you have provided to us abort you and your organization is material to our decision to enter into this transaction with yca, that
you have provided us with information about you and your organization In order to induce us to enter into this transaction and that we have relied upon The information you have provided
to us about you and your organization to agree to enter into this transaction. 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 rheasomabie raequest, you will provide us with recent audited financial statements and other organization documentation. You
hereby represent and warrant to us that your exact legal name is as set forth on the fast page of this Contract. You will not charge your legal now in any respect without giving Thirty -
days (30) prior written notice to us.
B. NO WARRANTIES: WE ARE RENTING THE EQUIPMENT TO YOU AS IS" NTH 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
tranaferable 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 Conhad and you will not move it from that address unless you get our prior
mitten 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 nswance requirements, manufacturer's instructions and manuals; (c) keep the Equipment repaired and maintained in good waking order and as required by the manufackwer's
vwMarlty, certification and standard full service maintenance contract and (d) give us reasonable access m inspect the Equipment and its maintenarnoe and other records: (e) not install
any accessory or device on The Equipment If such (t) is not readily removable. or n will impair the originally intended fundien or use of such Equipment. All options, additions, repairs.
parts, accessories, equipment and devices attached to the Equipment that are not readily removable, shag beco ne our property.
S. LOSS OR DAMAGE. If any item of Equipment is lost, stolen or damaged you will, at your option and cost, ether. (a) repair the item or replace the item with a comparable Item tom the
same manteWmr ressonabiy aoceptabie To us; or (b) pay us the swum of (r) all past due and current Rental Payments and Rental Charges, (] the present value of all remaining Rental
Payments and Rental Charges for the item, dsoarotted at the rate of 6% per annum (of the highest rate pernilled by law. whichever is higher) and (raj the End of Term Purchase Option. We will
Then transfer p you all our right, tale and interest in the Equipmenit AS-IS AND WHERE -IS, WTHOUT ANY WARRANTY. Insurance prooeeds shell be applied toward repair, replaosment or
payment hereunder, as applicable.
8. INSURANCE: Until this Contract is paid in foil and The Equipment has been returned to us, you will: (a) keep the Equipment insured for its fug replacement value against all "of
loss, Including that flood and ser"unke coverage, and name us as loss payee; and. (b) provide and maintain acceptable comprehensive general public Lability insurance. All policies
shalt require the insurer to provide us at least thirty days prior written notice of wry material charge, cancellation or norwenewal of coverage, if you do not provide us with acceptable
evidence of insurance, we may, but will have no obligation to, obtain Insurance for you and add a charge to your Rental Payment which will include the premium cost and related costs.
10. LIABILITY: You are responsible for all losses, damage. claim. Infringement claims, Injures and attorneys' fees and costs ("Claims'). Incurred or asserted by any person, in any marmer
relating to the Equipment, inducing its use, condition or possession. You agree to defend. hold harmless and Indemnify us against all Claims, although we reserve fine right to conk I the
defense and to select or approve defense counsel This Indemnity continues beyond the termination of this Contract for acts or omissions that occurred during the Rental Tern. You abo agree
that this Contract has been entered into on file assumption That we will be entitled to certain tax benefits available to the owner of the Equipment You agree to indemnify us for the toss or any
Income tax benetrls caused by your ads or omissions inconsistent with such assumption or this Contract In the evert of any such loss, we may increase the Rental Payments and other
amounts due, to offset any loss of tax benefits.
11. TAXES: PERSONAL PROPERTY TAX FEES: You agree to reimburse us for applicable sales and/or use tax and all other taxes, tees, rues and penalties which may be Imposed.
levied or assessed by any federal, state or local goverment or agency which relate to this Contract. the Equipment or is use (excluding, however, any ttrooes based on out net Income).
trines and penalties will be limited to pry 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 Co itract. You
agree to neirtburoe us for reasonable costs and an administrative fee incurred In collecting or paying any faxes, assessments, charges, penalties or fees. Per Section 2 above, You will be
responsible for reimbursement of arty Properly Taxes incurred by Us.
11 ASSIGNMENT: You may not assign or dispose of any rights of obligations under any portion of this Contract nor shatI 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 Arry such inlorrnation shag be deemed confidential by the recipient and us. N we do make an assignment under
subsection 12(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 easy have against us.
13. DEFAULT: DAMAGES: If you (a) fall to make any Rental Payment or Rental Charge when due; or (b) become insolvent or commenoe bankni ptcy or receivership proceedings or
have such proceedings oommanced 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 rennaih'ag 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 Tern Purchase Option
stated harsh. We may also use any ramedies available to us under the Uniform Commercial Code or any other applicable taw. To the extent permitted by law, you waive (I) any notice of
our repossession and/or (i) 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 an this Conlinga
14. WAIVER: Our defay or failure to enforce our rights under this Contract will not prevent us from doing so at a lager time.
1$. CHOICE OF LAW; JURISDICTION: VENUE: NONJURY TRIAL, LTMTTATION OF LABILITY: You and any Guarantor hereto agree that this Contr act will be deemed for all purposes
to be fully executed and performed in the State of Illinois and will be governed by Mnois law. YOU AND ANY GUARANTOR EXPRESSLY AND IRREVOCABLY AGREE (a) that any and
al legal disputes whatnoevoer concerning this Contract, 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 Contract, and to waive any and all objections to personal jurisdiction and/or to venue; and (e) to waive any right to trial by jury In legal disputes concerning this
Contract . You and any Guarantor further acta►owiedge and agree that subsections (a) through (c) are con iltions precedent to and are material Inducements to our artlering into firs
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 INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, LIQUIDATED, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE, OR FOR DAMAGES SUFFERED OR CLAIMED TO HAVE BEEN SUFFERRED BY
ANY THIRD PARTY INCLUDING YOUR CUSTOMERS, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF THE OCCURRENCE OF SUC14 DAMAGES. OUR
MMI MUM LIABILITY TO YOU FOR ANY CLAIM FOR DAMAGES RELATING TO OUR PERFORMANCE OR NON- PERFORMANCE UNDER THIS CONTRACT SHALT. BE LIMITED
TO THE LESSER OF 5100,000 OR THE AMOUNT PAID BY YOU FOR THE ITEM WHICH IS THE SUBJECT OF THE CLAIM.
16. FINANCE LEASE, AMENDMENTS: YOUR OBLIGATION TO PAY ALL AMOUNTS UNDER THIS CONTRACT IS ABSOLUTE AND UNCONDITIONAL. THIS CONTRACT IS A
"FINANCE LEASE" UNDER THE UNIFORM COMMERCIAL CODE ("UCC"). THIS CONTRACT MAY NOT BE AMENDED EXCEPT IN WRITING THAT WE HAVE SIGNED, YOU
WAIVE ANY AND ALL RIGHTS AND REMEDIES YOU MAY HAVE UNDER UCC. 2A-506 THROUGH 2A -522, INCLUDING ANY RIGHT TO: (a) CANCEL THIS CONTRACT; (b)
REJECT TENDER OF THE EQUIPMENT; (c) REVOKE ACCEPTANCE OF THE EQUIPMENT; (d) RECOVER DAMAGES FOR ANY BREACH OF WARRANTY; AND (e) MAKE
DEDUCTIONS OR SET -OFFS, FOR ANY REASON, FROM AMOUNTS DUE US UNDER THIS CONTRACT IF ANY PART OF THIS CONTRACT IS INCONSISTENT WiTH UCC 2A,
THE TERMS OF THiS CONTRACT WILL GOVERN.
17. RETURN OF EQUIPMENT. IT you are in default or you do not purchase the Equipment at the end of the Rental Term (or any annual renewal term), you shall retum all of the
Equipment freight and insurance prepaid at your cost and risk, to wherever we indicate in the continental United States, with all manuals and maintenance togs, in good wothing order
and condition (except for ordinary wear and tear from normal use). The equipment shall be packed and shipped by the manufacturer or supplier, freight and Irrwranee prepaid at your
cost and risk. In addition. you shag pay an Inspection, restocking and handling fee o($250, not to epaoeed the maximtpm permitted bylaw, as reasonable compensation for our hosts In
processing returned equipment You will pay us for any lose in value resulting from your failure to maintain the Equipment in accordance with this Contract, missing components, or for
damages incuired in shipping and handling.
I& UCC FILINGS: You authorize its to fie 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, smut numbers, Equipment location, and any information describing the Equipment
19. MISCELLANEOUS: You agree that any Purchase Order issued to us ooverkV the Equipment or Contract Islam for purposes of authorization and your Internal use only. and none of ils
terms and corrdiians shall modify, this Contract. Once you sign this Contract, you may deliver the signed Contract to us by facsimile or electronic transmission. By delivering the signed
Contract to us by facsimile or electronic transmission, you Intend and agree Mat such facsimile or electronic transmission shall constitute an original of the Contract shall be legaly
binding on you as If the Contract were manually signed by you and personally delivered to us. shag be the best evidence of the ConlW and shall be admissible in any legal
proceeding. We shale have no duty or obligation whatsoever to verify or inquire as to the validity, execution, signors authority or any other matter concerning the propriety of the
Page 2 of 4 OFSI S&L 013105
facsimile or electronic transmission_ The Contract may not be modified or amended except in writing signed by both parties. No os% requests orotltw oorrmunicatlaft under
the Contract to be sent to either party shag be in writing and shat be hand, ovemVd courier or oePoTied mail. You agree to service of process by oartnied mall at your address above in
Connection with any legal action brought by Oc& if any provision of this Contract Is unenforceable, hvafid or Il o , the renum "provisions wig oonCrNie 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 elutes (a) sebum all of the Equipment Ina nm with Section 17
above, or (b) purchase all of the Equornert AS-IS AND WHERE -15. WITHOUT ANY WARRANTY, for the End of Term Purchase Option price stated herein. plus applicable sates and
other laves. If we do not receive 90 days prior written notice, tss Contract shag automatically be renewed for a nor}canealabl i ranewat term of one-year, and you shag pay us the some
Rental Payments and Rental Charges applicable during the Rental Tenn, in this Contract if the End of Term Purchase Option is FTMV. the 'FMV' or'F& Markel Value" of the Equipment
means Its fair market value at the end of the Rental Term. assuming good order and condition (except fox ordinary wear and tear tram normal use), as reasonably estimated by ua
21. COST PER IMPRESSION PROGRAM (it applicable): As part of the Rental Payment you are entitled to a Copy Allowance of the number of impressions specified! herein. If the PER
FOOT PRICING option has been seferted; alt Print Charges will be billed on a per foot basis, with each linear of square foot equal to one Impression. We are acting solely es an
administrative agent for the supplier, Ocd North America, Inc. In the brgfing and collection of these Print Charges. Additional charges for the Cost per Impression program may be invoiced
W the following; (a) if you use more than the Copy Allowance in a given period, you will pay an additional charge and such charge will be invoiced by and payable to Ooii North America.
Incti (b) if OC6 North America, Ina determines that you Have used more than 10% over the manufacturer's recommended specification for supplies, you area to pay reasonable charges
for thorn aw"s supplies directly to Oed North America, Inc; (c) upon 30 days prior written notice, Ocd North America. Inc. may annually increase the portion of your Rental Payment
allocated forthe mainthrsance of the Equipment; such increase in any one year shall not be more than ten percent over the previous years' maintenarhee charges; however, If you selected
the OC6 North America, Inc, FIXED PRICE PLAN, Ocd North America, Inc. writ forego its right to increase the maintenance oorhtponent throughout the initial Rental Term.
22. GOVERNMENT CUSTOMERTERMS
(a) Representations. You hereby represent and warrant to us the following:
I. You are a State, possession of the United States, the District of Columbia. or political subdivision thereof as defined in Section 103 of the Code and Treasury
Regulations and Rulings related thereto. If you are inoorporsted. you are duty organized and existing under the Constitution and laws of the jurisdiction of
incorporation and will do or cause to be done all things necessary to preserve and keep such organization and existence in fug force and effect;
H. You have been duty authorized by the Constilution and laws of the applicable Jurisdiction and by a resokalon of its governing body (which resolution, if requesled by
us, is attached hereto), to execute and deliver this Contract and to carry out its obligations hereunder:
fit. AN legal requirements have been met, and procedures have been followed, including public bidding. in order to ensure the enforceabifihr of this Contract:
Iv. The Equipment will be used by you only for your essential governmental or proprietary functions consistent with the scope of your authority and will not be used in a
trade or business of any person or entity, by the federal government or for any personal, family of houaehotd use. Your need for Ilse Equipment is not expected to
diminish during the Rental Term.
(b) Non - Appropriation. You stale that it is your intent to make all Rental Payments and Rental Charges required under this Contract In the event that (i) through no action
Initiated by you, your legislative body does not appropriate funds for the continuation of the Contract for any fiscal year after the first fiscal year and has no funds to do so
from other sources and (IQ you have made a reasonable but unsuoeessful effort to And a viable assignee within your general organization who can continue this
Contract, this Contract may be terminated. To effect this termination, you shag, 34 days prior to the beginning of the fiscal year for which your legislative body does not
appropriate funds, send us written notice stating that your legislative body failed to appropriate funds and that you have made the required effort to find an assignee.
Your notice must be accompanied by payment of all sums then owed us under the Contract. You shall return the Equipment in accordance with the Contract and cw*
that, when returned, the Equipment will be free of all liens and encumbrances. You will then be released from your olongations to make any further payments to us under
this Contract (arid we will retain all sums paid to date).
(c) Tax Treatment if the End of Purchase Option Is $1 we have accepted this contract on our basis claiming any interest paid by you as exempt from our federal inoome tax
under section 103(c )of the infernal revenue code of 19198. Should we loose the benefit of this exemption as a result of your falhrre to comply with or be covered by
section 103 (c) or We regulatlons. then, subject to the availability of funds and upon demand by us, you shag pay us an amount equal to trs loss in this regard. At the
time of your execution of ibis contract, you shall provide his with a properly prepared and executed copy of US Treasury Form 8038 or 8438 -GC.
(d) Title: If the End of Purchase Option is $1. Section 4 is amended to transfer title to the Equipment on the Rental Start Date. Upon any Default or previous termination by
you, tide shall revert to us free of any of your right. "a or interest and without any further act of conveyance- Thereafter, you shall have no right Otis or Interest in the
Equipment or any additions, repairs, replacements or modifications thereto except as expressly set forth in this Contract.
23. REPtACEMENTIMODIFICATION OF PRIOR AGREEMENT (lf applicable). This Contract will replace or modify a prior agreement between you and us covering the specified
equipment If it is a replacement contract, the prior agreement shag be null and void; if it is a modification, rte prior agreement shall remain in effect except that any new terns presented
in this modification agreement (e.g., price, duration configuration) shag take prooedenoe over the prior terms for tts balance of the Rental Tem-L In addition, modifications requiring a
reamorO¢ation of your payments may include a one-time adminislrafive(processing charge which wig appear on your first bill under Ids revised arrangement. If applicable, we have
refinanced the balance of your prior Oc8 or third-party agreement and this shall be paid for through your Rental Payment If your prior agreement is with a third-party, you hereby
acknowledge that you have the right to tamninate the agreement and agree to provide a statement from the third -party identifying the equipment at Issue and rte amount to be paid off
(as well as a statement from you identifying the payee, mailing address and due date for your payoff check). If your prior agreement was with Oob, the use of this refinance option shall
render your prior agreement null and void. If you d0ndt until this Contract, the full amount of your prior agrr ementbelanceshag be imunedletely due and payable.
24. NON.00t EQUIPMENT; WE ARE A FINANCIAL INTERMEDIARY (if applicable). You are renting specifically identified products that were selected by you and that are not sold
by OC6 North America Inc, in the normal course of its business. With regard to these products, you agree that we are renting them to you As Is' and without warranty or liability (either
direct or indirect) of any kind. As such, and with regard to these products. YOU HEREBY WAIVE THE IMPLIED WARRANTY OF MERCHANTABILITY. We assign to you, to the extent
assignable, any warranty rights we have to these products (widch rights shall revert to us If you breach this agreement). You agree (a) that these products are not covered by Ocd North
America's obligation to provide maintenance services; (b) to maintain a separate, service agreement for these products with a service provider acceptable to us throughout this Rental
Term; (c) to pay all personal property taxes related to these products, and (d) to assign to us any rights you have to these products until title parties from us to you (which, subject any
software licenses surrounding the acquisition of these products, shall oecurwNm you obtain titre to all Equipment covered by this Contract).
25. FINANCED SOFTWARE TOTAL (if applcable). The Initial license fees for any appgcatbn software set forth In this Contract shag be paid for through your Rental Payment. (a) If
you breach the 006 North America software licame or any of your obligations regarding the Equipment the full amount of the initial license fees shall be immediately due and payable;
(b) you ackrtowleage that () all soRwars is fumished to you under one or more license agreements governing your rights thereto; (11) the Contract does not oonvey any explicit or implicit
license tar the use of Software or other intellectual property relating to the Equipment; and (in} we do trot hM title th any Software and you warrant that at the dale of entry In the related
Contract you shall be the licensee of such software dims ecy from the licensor; (c) you shall not amend, modify or otherwise alter, any term or condition of any license agreement,
ktduding, without limitation. any such term or condition related to () payment of any amounts due thereunder, (0) any liabilities or your obligations as licensee.
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4 1 1 J - IJ j.) At
Oc6 Financial Services, Inc.
12" Exhibit A: Equipment Schedule to State and Local Agreement
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PagO. 1 of 4 El Segundo, City of Azem Nernati t1S0a312011, Revised 09f1312011
TO: The State and Local Agrement
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DATED: Q 2- f
All other terms and conditions of the Agreement not changed or modiffed by the Arnenalment, including but not limited to
the date the Agreement shall teen ►ate, $hall remain in full force and effect.
tes:rar: Oe6 Financial Services, Inc
Date
Slanect
Print
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Name:
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Title:
J
Customer;
El Segundo, City of
Date
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Sigfted:
PAM
Name:
DOES ILIUM"
Title:
Ci.�rx .rl�navar
Amend: $fete and Locel Aar omem: CFSI ,S&L 013105
C4 of El 58gM
Rage 2 of 4- M Segundo, City of Axarn Nematl 00=1 I. Revised oBflsaot 1
Exhibit A -Form of Schedule
Oc6 Financial Services, Inca
Schad€ le to Master State and Local Agreement
MM
Metter Agr muf No. b
SdWuia Number i
Customer L"W 1Jame: 9L% of Fd 5 ade CUMMner Lregal Name: Ci of EI $ undo
OBA: ODA:
Contest N ®ma: Qrnnarm Cantact Dame: Calaamenn __
Contact Phone: ;81035242308 _. , Emalt WMyge0mggM Cantsot phone: 31 ti24,23oa Emalf: _ skmeandWee w9M
Address: 3s0 Main Street Address: 3fg Main Sheet
Address Address:
City: Et SeawWo County es Gtr. jUagonO c MV.. i os
Slate: Ch Zip. 90245 State: CA Zip: 80243
Total Perlodia Payments WIF be ar w0d for * plloeble !axes. rots! Pwkdk Paymente are due on Me &W of each month tvltlr the
ON regular payment dens on the Bret of the month after equOwnt InMellatlon. There WN be a mated charge for the period
betlaeen the lnsmlfatfon (two and the first of the month.
The farms of this Schedule fnduding those on the !buster State and Local Agreement ahould be rid carefully beearraa 0* time
toms In Wilma are enhTesbue. You ogres to Cowly with the fa ms and aondaloos of the Master Slate and LowfAgreenrenl. You
o INY that ell the InfWnstion canlained in tide Schedule and In the Maate r State and Loaf Agrsernent and your appycaffm was
oomct and cauWete when this Schedule was s qmd You have selected the f quomeW based on your am Judgment and we have
00 rMonslbORY as to the satl8ftXay performance or rsakdenenM of the Equipnwrd.
AWher the Vendor nor any cf Its safeapamans are our AgW, They have no authWjy to &peak on our behalf or make any oherrges to
this Sdmdufe Lease. 7Ws Schedule may not be mod ltd except in %W(IrW algned by both parties. 8y .etgning below, you (at) 0&4 r
Mat you have read the erltfre Schedule and Master State and Local Apoement, (b) that neither tea or orrr rWwsentetives have made
any agreements Cr representaftm except as set trarih herein or In the Schedule acrd the Aftsfer State and Local Agreement and M
your are duly atrtWzed to execute Ills Schedule on behalf of ycw organization. 71M Schedule wN not commence and will not be
binding on us untlf accepted by us.
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Total Perlodia Payments WIF be ar w0d for * plloeble !axes. rots! Pwkdk Paymente are due on Me &W of each month tvltlr the
ON regular payment dens on the Bret of the month after equOwnt InMellatlon. There WN be a mated charge for the period
betlaeen the lnsmlfatfon (two and the first of the month.
The farms of this Schedule fnduding those on the !buster State and Local Agreement ahould be rid carefully beearraa 0* time
toms In Wilma are enhTesbue. You ogres to Cowly with the fa ms and aondaloos of the Master Slate and LowfAgreenrenl. You
o INY that ell the InfWnstion canlained in tide Schedule and In the Maate r State and Loaf Agrsernent and your appycaffm was
oomct and cauWete when this Schedule was s qmd You have selected the f quomeW based on your am Judgment and we have
00 rMonslbORY as to the satl8ftXay performance or rsakdenenM of the Equipnwrd.
AWher the Vendor nor any cf Its safeapamans are our AgW, They have no authWjy to &peak on our behalf or make any oherrges to
this Sdmdufe Lease. 7Ws Schedule may not be mod ltd except in %W(IrW algned by both parties. 8y .etgning below, you (at) 0&4 r
Mat you have read the erltfre Schedule and Master State and Local Apoement, (b) that neither tea or orrr rWwsentetives have made
any agreements Cr representaftm except as set trarih herein or In the Schedule acrd the Aftsfer State and Local Agreement and M
your are duly atrtWzed to execute Ills Schedule on behalf of ycw organization. 71M Schedule wN not commence and will not be
binding on us untlf accepted by us.
Custowwr or:ged S tore
�d try Lesson
CuMmer Name: aty of Et 93 undo
Name: Cod Fill C Ell SprMoos, Inc.
AS€>lWiiAd UMUKV. "�
Authorized ftne
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Exhibit A -Form of Schedule
Oc6 Financial Services, Inc.
Schedule to Master State and Local Agreement
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El Sept O, C ify of
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MAINTENANCE DATE SUBMITTEV ACD AVORDER B
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AGREEMENT
90245
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PRICEANNU4L FOR iN AWTERED FAX OR PRINT
V
MON REQUIRED}
CHEMICAL SUPPLIES (EXCLUDES PAPERS STAPLES)
CHEMICAL SUPPLIES & STAPLES (EXCLUDES PAPER)
NO SUPPLIES
YES U NOU
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CHEMICAL SUPPLIES & STAPLES (EXCLUDES PAPER)
NO SUPPLIES
YES U NOU
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RDITIONILL
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Ocili Imagistles Wintenance Agreement- Additional Terms and Conditions
(c) Timey accept delivery of the Equipment and Soflwarw
Ord Imagislcs Inc. dW& Ocd North Amerce Document Frnting Systems (tire'. 'uar or 'our) shall
provide to the entity designated under the 'Bill To Firm Name' on the 11rsl page, entitled "Maintenance
Agreement' (you or 'your) maintenance treMces for the equipment ('Equlpmenr) and software
('Software) designated on such W page and on any Additional Equipment Page relating hereto, and shell
make all adjustments. repairs and part replacements necessary to keep the Equipment, and any
modifications to keep the Software in good working order in accordance with its published speci6cahons
{ Maintenance'). pursuant to the terms and corditions of this Agreement Said first page, these Additional
Terns and Conditions, and any applicable Additiotkal Equipment Pega, shall constitute the Agreement'
and capitalized terms shat haws the same meanktg throughout
WARRANTY. If, Simultaneously herewith, you purchase the Eqtnpment from us. or lease the Equipment
trim igh a third party leasing company. we warrant that @ the Equipment, when delivered or installed (d
�f yet he newly aired, desm�oeor reconditioned (as defined by us), wnl be in good
vivilding rental Equipment which is sold ASdS 11NHEI�C 18! WITH ALL I AuULTS) anted pp r e own�the
Equipment or otherwise have the right to sett such Equipment to you (or your leasing company) in
accordance with the terms of this Agreement. In addition, only as to Equipment which is a non-
En g your rental comwedaiorhs), the wrahrorhly in subsedian () will continue
for a period of 90 days from the eerier of the date of installation. or ten (10) days after shipment and
only as to Equipment which does net copy, fax or scan rPrk ter) will oonfnub Tor a ppeeriod of 12 months
Iron the data of shipment, but shag not cover any malfunction resulting from an 'EiekMed Cause" as
set forth hereinafter, or consumable parts, such as bells, print powder, drums, or other parts worn out
by ordinary use of the unit of facsimile equipment. THESE WARRANTIES ARE THE ONLY
WARRANTIES APPLICABLE TO THIS AGREEMENT, THE EQUIPMENT, SOFTWARE, SERVICES
AND THE SUPPLIES, AND ARE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. REPAIR OR REPLACEMENT OF THE EQUIPMENT OR
(d) Complywth yourobligations under this Agreement, including, to timely make all payments when due
(e) Make available a key operator or machine operator, as the Case may be, for our standard training in the
use of the Equipment and Software. Should this person change, you shall inform us immediately,
Provide complete and accurate information pertaining to your computer network and software programs
should the Equipment be connected to your network or Software be provided hereunder,
(g) }toys the area where the Equipment is to be installed prepared and ready to receive the Equipment
connections icr to its del er iifed�kgh r ngadequate power, analogue phone line and/or computer network
humidity, HYAC, and security, and to be ready to have the Equipment
Installed upon delivery;
(h) Accurately complete the Site Survey for connected Equipment and Software;
(I) Have your computar(s) and/or network available and ready to receive any Software;
Q) Abkde by the leans of any Software license agreement; and
(k) Execute any required documents to evidence our interests in the EquipmeM, Software and Supplies.
RISK OF LOSSANSURANCE You assume all risk of loss. Injury or destruction of the Equipment,
Software and Supplies as well as damage to property and injury to persons loom an cause whatsoever
(unless caused by us), at all times alter its delivery. and such loss, njury or deslructlon shell not n any
manner release you m the obligation to make any payments due under this Agreement You shag
indemnify us from such loss. You shall maintain adequate insurance on the Equipment Software and
Supplies to prated our interests as set font herein.
TITLE. By signing this Agreement you have created a security agreement and have given us a purchase
money security interest in newly purchased Equipment and Supplies to protect our rights to retake such
Equipment and Supplies if they are not paid for in full. Title to Equipment and Supplies shell pass to you
FTWARE OR SUPPLIES IS YOUR SOLE REMEDY, WE DO NOT ASSUME Jr— year teasing cenparry as epplreatNa) upon tleivery . Title to the Spfivare shag Leman vvith time licensor.
ANY DAMAGES INCURRED BY REASON OF THE FAILURE OF THE ASSIGNMENTOMLOCATION. You shall not (0) assign your dghis or delegate your duties under this
.Vic OR SUPPLIES TO OPERATE AS INTENDED. INCLUDING Agreement without Our written consent and 1) assign transfer sec pledge sublet or bail the Software or
INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.
MAINTENANCE. Providing you are not in default of this Agreement we shall provide on -site Maintenance
Tor all equipment (except Primers) during our normal business hours (9:00 AM to 5:00 PM, Monday -
Frday, exeludng federal holidays) for any knit of Equipment or Software that has continually been
covered under an Oc6 Imagisticw maintenance agreement. For requested Maintenance outaide of our
normal business hours, rates in effect at the time such service is requested will be charged. We will first
attempt to provide remote diagnostics and maintenance Services or utilize the Key Operator to resolve
the service problem over the telephone before dispatching a service representative, and ve shell bait
your Key Operator at no additional charge pursuant to our standard training polcies. We shah provide
Maintenance at no additional cost unless the required adjustments, repairs or pars replacement ate
required due to: (f) failure to operate On Equipment or Software under suitable temperature. humidity, line
voltage, or any specified environmental mnditions; (0) kick of reasonable pre in handing, operating, and
maintaining the Equipment or Software, including damage by misuse art malhtent; m) use of the
Eguipmern or Sollware not in accordance with the agreed apT>Jyrcation5 and for the ordinary purpose for
wlnicth R is designed; (v) use of accessories, supplies or other materials. or services not provided by us
(excluding Paper); (v) alterations to the Equipment or Software; (w) the use of damaged materials or those
not In compliance with the unto mcations, such as Paper or envelopes; (A) the use of the Equipment
in stews of its volume rating: vii) matunction or equipment, pars. components. or software provided
by you or third parties and riot approved by us which Irrerfaoe with the Equipment or Software; (14 force
m*wre events; (xq use of the Equipment or Software for unlawhxl purposes; or (id) any loss or damage
resulting from pairs or casualty, ndutlirg ire, ureter damage or krher exdemal cause; (all of the
foregoing causes calectitely rte 'ExchMed Cauees�. UIFe shah perform MSimenanc�e necessHated by
Excluded Causes at our then cmamaM ire anti Ittateriels rates, and quote an eatmate of the cost for s
PWritenanx n advance rf requested byyou For copier and mmtbhmctienal Equipment Mainenance,
unless the maiunalion fs caused bbyy am Excuded Cause, photocondlxdor dthaths, kubriraits and other
materials needed to aenice such Equipment are pmvitled without additional cttarpe, and prM powder,
developer, ell and master rartridggaea may art may not be inducted with Maintenance as Indicated on said
first page anti on any Additional Et♦akrippmmend Page reladrhg hereto. Holwithstmtding rte foregoing, Printers
coweretl by Maintenance end not Smdfering a falure tlue to an ExaJnded Cause will be repairhetl through
seMce by replacement viva OcA standard shpping meiwtls, anti you agree to immedately realm tha
defective wn in the replacemem units carWn.
MAINTENANCE TERM This Maintenance agreement is effective for the term set forth in this Agreement
otherwise for Waive (12) months, as to each unit of newly purchased Equipment or Software from the
earier of the date of installation, or ten (10 days after shipnent or ff rte taut Is existing Equhpmart as d
Vine date hereof, and mid renew annually ASS either party provides the other vadKen notice of canaNlatiom
at least 30 days prior to renewal, If you hanoel at any time other than on your anniversary data, we are not
obligated to issue any credit invoice or refund. We may Increase the fisted charges annually. We have set
our charges on the assumption that you are regularly operating the Equipment no more than one eight
hour shin per day, and if you are using it in wicess of that, we may Increase our charges immediately to
cover anticpated increased Maintenance costs. If you acquire adkfrional accessories for the Equipment,
we will provide coverage and adjust your rate accordinglyy. Upon notice. we may cancel Maintenance
services at any time after 5 years from the date of last mantiacture of the Equipment.
SOFTWARI-751CONN12CTNITY. Any Software shag be licensed to you pursuant to the terms of the license
agreement ~ad with Such Software. You moat canprete our Site Survey prior to installation of any
Equipment or Software that shall be connected ko your Computer network. In reliance on this iMkmnation
we will either proceed with the Installation, or advise you of problems or potential problems that may remit
the furtciouhaity art youruse of such Equipment or Software. Once sceepted by you. or f the Site Survey is
incorrect or there are any changes to your computer network or software, any attempts by us to remedy
such problems wtl be at our standard charges then In effect and we make no representation or warranty
that we can remedy such problems, Thid party software not designated In this Agreement as serviced by
us shall be subject to the license(s) and alter agreements) between you and the third party proviider(s),
and we shag not have any obligation or iabllity for same.
SUPPLIES/ACCESSORIES. You shat purchase all suppliers separately and they are not included in this
Agreement unless Otherwise indicated Notwrithstanding. Maintenance for Printers and non - metered
faesfn file machines does not include any supplies. Paper and staples are not Included. Tide and risk of
loss will pass to you upon delivery of s to your street address Supply yields vary by the types
and sines of originals copied as well as Uta copy paper used and are riot guaranteed. The publisfted
yields quoted are based on coverage for an average a Y' x 11' shgeeddW original. The amount of
ie11 mantrli d supplies inrcudad maintenance plans are based on our expectation Vat your
yields pu isthed. We will use your actual copy volumes to determine quantities, initial
shipments will be be on the min' m Dopy volume of the plan you've selected. Additional supplies can
be ordered through our Su]xply Una at the then published price. Supplies may be retuned for credit
provided that you realm them to us in their originsishippkW packages wiWn 30 days of delivery to you.
No refunds will be Issued. Supplies received under supplies- ihtluded maintenance plans or supplies pre-
paid for delivery at a future data are not ehgible for credit or refund. Accessories will be supple
needed or requested at m%larcharges in eftd at that time.
CUSTOMER OBLIGATIONS. You hereby agree to:
(a) Immediately notify us when Maintenance is required and Uvide us with somas for inspecting or
servicing the Equipment or Software, during our normal business houservicing s
(b) Replace supplies when necessary, and discontinue use of any Supplies not provided by us that may
ncmase the cost of Maintenance or cause damage to the Equipment
newly purchased Equipment prior to your huN payment to us for Same. We may assign our rights under
this Agreement, Including collateral assignment under our credit fadl deft K relocation of the Equipment or
Software is required, we shell, upon 30 days prior written notice to us, disconnect and reconnect such
Egkipmw* and reload such Software for an additional charge, plus packaging, rigging, and transportation
charges associated with such relocation.
TAXES, In addition to payment of changes due under this Agreement you shah pa all applicable tam
(local, state, and federal) which may now or hereafter be imposed or levied upon the Utipmenl, his use or
operation, Maintenance. Software and Supplies, and any additional services or parts (exclusive of Was
based on or measured by our net income).
BILLING. We wig Invoice you for Supplies upon shipment of your order. The charges for Maintenance
('EMA Charges') will commence: () for newly purchased Equipment ((a) which is riot a facsimile machine or
a Printer, from the date of installation (ti applicable). or ten (10) dayyss after shipment or (b) which is a
facsimile machine ninety (90) da iriom either of such dates; or (c) which is a Prater twelve (12) months
from either of such dates; and n) for existing Equipment from the date hereon, and both will be billed
monthlyy, quarterly or annually in advance, pursuant to our standard billing policies. Software license and
install n fees will be charged upon nsdager ion, and license and/or maintenance fees will be billed
monthly or quarterly pursuam to our standard tilling policies. In addition you agree to pay 0) the Overage
Per Copy fee in excess of the Alowance. which shat be monthly or quarterly in amears pursuant to our
standard billing policies, based on the copy volume; and (i) a fuel surcharge and all other fees set firth In
this Agreement. You agree to provide to us accurate meter readings on a monthly basis. We may attempt
(but are not obligated) to obtain such readings remotely if the unit of Equipment can eleclronicahy provide
same, and you hereby grant to us the right to () obtain the readings remotely; and (A) to utigre your
network, Internet service or phone lines for such purpose. If we cannot obtain the readings remotely and
you fail to provide accurate meter readings as required, pursuant to our standard policy we shall either bill
you an estimated usage based on previous usage, orthe Equipments rated copy volume as determined by
us. We will not provide credo for retroactive periods t you fail to provide meter readings on a monthly
bests. Upon receipt
and review d our inwfoe, you have 60 days to notify us of hncon eel reatlhga We
shat have no abtigabon to make adjustments lo your ce rf you advise of us of Inooned readings after
the 60 de perfect. A copy malls that Is larger than legal size (S 34' x 14'j wurrs as two copies. inwices
are payable n full open reoerpt wnlhout detluetion, and you waive your right to set off. ff you are feaswto the
Equipment through a third party leasing compety, You agree that rf we are not Daid in fug by the leasing
W
you are abll�ated to, end shat! pay, the balance of the purchase price for all Equipment provided
by us hereunder withmn 10 days of our Nnwrce to you far us for same. Overage per copy fees arhd meter
reads do not apply to non metered fatsimub moo trines or Paters
DEFAULT/REMEDY. It you elect to cancel Maintenance or Software, early termination charges shag
appy. These are equal to the aggregate of all remaining monthly. quarterly or annual EMA Charges or
Softwrare chargesfortha balance of the temp of Maintenance services for such unmtof Equipment or
Software, Plus of unpaid charges. Early termination charges will be wished t you replace such unit of
Equipment or Software with a comparable OcA Imagistics ,product you purchase or rent from Ooa
Imagistics and sign a rtew maktanenea agreement for sutlh baba of Equipment for equal a greater value. If
you defauff n arty aF your obigatiora under this Agreement nctudinoo, but not Gmitetl lo, fairing to finely
pay any amounla due, yeu agora that we may, without notice and in addltiort lo other remedies available to
ktS at law and in equiy, change your Maintenance andtor Buggies provided hereuivier to C.O.D. or
prepayment terms or termInale any Software license. ff wa txMg any action tv eMoroe our bights under
this Agreement, govt agree to paY, all of our costa anti ex�erhses oT calledion arxYOr repossession,
Indmedmg reasonabM attorneys fees and interest to tEte maximum aMant pertnittad by saw. fN NO EVENT
SHALL WE BE LIABLE FOR ANY INOfRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR
INCl DENTAL [ LAMAGES OF ANY KIND WHATSOEVER AND HOWEVER CAUSED, OR FOR ANY LOST
PROFITS, SAVINGS, OR REVENUES OF ANY KIND, OR FOR LAST DATA OR DOWNTIME, EVEN IF
WE KNEW OR SHOLRO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
MISCELLANEOUS. You akdahoviledge and represent to us that you are utilizing the Equipment Supplies,
and Software for business purposes and this is a commercial (and not a consumer) transactim. This
Agreement supersedes any contract err agreement at prior date between you and us peranng to the
specific units of Equipment or Software maintained hereunder. This ant shat be construed and
enforced In accordarce with the laws. of the State of Connecticut without reference to the conflict of laws
provisions thereof. The parties hereby consent to the personal jurisdiction of the state and federal cants
within the State of Connecticut. County of Fairfield, for the adjudication of all maters relating to, or afsgg
under this Agreement.
TO IN WRITING BY OUR CORPORATE LEGO
TO BE BOUND BY THE PRE - PRINTED,
AGREEMENT IF SUCH WRITTEN AUTHOTil2
Printed. boilerplate and unmodified terms of n
issued. Installation or the Equipment does not
Cus Bred prior lo plan conversion. You
WARRANT' AND REPRESENT TO US THAT T
REQUISITE AUTHORITY AND THAT THIS AGI
on a facsimile copy of yourskpnature an this Agri
ADDENDA OR OTHER FORM PERTAINING TO THE
)DITIONAL TO AND/OR INCONSISTENT WITH THE
: OF NO FORCE AND EFFECT AND SHALL NOT BE
as an original signature.
Form 91 -10005 (Var. 111X009) Page
may