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OCE North America 20070 J J ai 'CUSTOMER* SALES AGREEMENT • CUSTO ER NAME Cr o ka-erahr Pq /o -r ADDRESS 30 9 146 41,v , -.K. Z3 hid CITYP pa l s 0-e-cler qons- PARTY BILL TO LOCATION ft SHIP TO LOCATION S SHIP TO LOC WITHIN CITY LINTS? YES 0 NO 0 DEMO ORDER? YES El NO Q EQUIP TYPE QTY. ITEM 1 1 1 1 cm4520 � 493-8 DLD4 9289 9238 (NEW, AEGON. DEMO) New New New New New 41I L TO CONTACT NAME � L' ` PP SHIP TO • NTACT NAME PURCHASEORDER S DATE SUBMIIPED 8. 30.0714410R ACD #/ORDER # CUSTOMER NAME /� RchU "DelIOS i/h1 O � Re'4,ho,i 2eoi- • ADDRESS ▪ o 309•90 /74.1wMorne,3/td GITY/8TAIFJZJP fo.r Restwao EXISTING MASTEI TAX EXEMPT? TAX EST CERT AGS? ATTR? YES Ei NO 0 YES 0 NO Q YES 0 NO 0 BLL TO PHONE # EMAIL ADDRESS 0/0 -54/11 q&a SHIP TO PHONE EMAIL ADDRESS 3 /0 -.y4'- Q o,5 PO EXPIRE DT SERVICEIMAI COVERAGE (Check One) EMA ATTACHED El BILL TIME & MATERIALS 0 REQ INSTALL/CONVERSION DATE 8'31.c ) DISC/ TRADE' UNIT PRICE IN ALLOW IMODE1/8ERIAL FOR DEMO EQUIPMENT DESCRIPTION cm4520 MFS' Starter Kit Install/Connect LCT Cabinet Booklet Finisher PRICE LIST F Qoo7 coLOR CON4'710M CLC NDSrS/ COMPl' ##JCk' CtI"KA 9,540.00 695.00 365.00 700.00 2,200.00 0.00 $0.00 $0.00 $0.00 $0.00 NET PRICE $9,540.00 $695.00 $365.00 $700.00 $2,200.00 1 ADDITIONAL. REQUIREMENTS SUBTOTAL Pa90 1 1 $13,500.00 ❑ Standard Billing (Usage billed monthly In arrears; Based on date of install; Consolidated) 0 Special Billing (attach signed "Customer Billing Requireme ts" checklist) TOTAL TAXES $1,113.75 Connect Product to Customer Network? ❑ NO (attach signed "Site Survey') ORDER TOTAL I $14,613.75 CUSTOMER ACKNOWLEDGMENT YOU ACKNOWLEDGE RECEIPT OF, AND AGREE TO BE BOUND BY OCA IMAG/STICS D/B/A OCE NORTH AMERICA CORPORATE PRINTING DMSION ADDITIONAL SALES TERMS AND CONDITIONS, WHICH ARE INCORPORATED HEREIN. ANY CHANGES THERETO MUST BE APPROVED IN WRITING BY OUR CORPORATE LEGAL DEPARTMENT OR SHALL NOT BE BINDING UPON US. IFA DIGITAL DEVICE IS BEING PROVIDED BUT NOT BEING CONNECTED AT THE TIME OF THIS ORDER, OUR SITE SURVEY IS REQUIRED PRIOR TO CONNECTION IN THE FUTURE. CUSTOMER'S SIGNATURE SAVES REP NAME .AAS % PEM DATE PRINT SIGNER'S NAME ( -v14 eo,ro ROLE , SPLIT% REP 0 BRAN NAME A Lao 5M5�i (),,doP/Ack "nTLL w►n (_ 1 win U 1 P 1 'NATI. Li DELWERY INS ` UCT' ..S« 1 PRINT SIGNER'S TITLE D-epv C`t fila e r -I I?J► OFFICE U DPC J OFFICE J BPC DPC J OFFICE U BPC DPC U OFFICE U BPC U DPC U to No 11 Business hours: Delhrsry of customer equipment within building via: Stairs U Elevator t5I Loading Dock Available Yes U IF ORDER DUDES PiCK4P/ "RAS INS, COMPLETE :THAADDITIONAL EQP tTlR4DE N FORM SALES REP'S ,$IGNAT1,1RE DATE / 1 / BRANCH N7S SIGNATURE hi70, ! ✓ / Page 1 of FORM 1 I-10003 ` 7 VERSION 02/2007 DATE 4/3 (D/C17 Oce Imagistics Sales Agreement Ocel Imagistics Inc. d/b/a Oval North America Corporate Printing Division ("'we, dials' or 'lour"; hereby sell to the entity designated under the "Bill To Firm Name' on the first page, entitled 'Sales Agreements ('jou' or 'your") the equipment (`Equipment") and licenses to you the software ("Software) in accordance with the terms and conditions of this Agreement. as designated on such first page and on any Additional Equipment Page relating hereto. Said first page, these Additional Terms and Conditions, and any applicable Additional Equipment Page, shall constitute the 'Agreemenr and capitalized terms shall have the same meaning throughout. Should you lease the Equipment and/or Software through a third party leasing company the terms of this Agreement shall stili apply to you. EQUIPMENT. Equipment shall be New. Newly Manufactured, Demo, and/or Reconditioned Equipment as designated on the drat page entitled 'Sales Agreement' and any Additional Equipment Page relating hereto, defined as follows: New — Units are assembled for the first time, with entirely new components. Newly Manufactured - Units are reassembled using new or rebuilt parts. Specific parts are replaced 100% of the time. Modlticatlonsn are installed to ensure the unit meets all current spedfications. Units are tested using a defined checklist and inspedion process to ensure all operations function and the unit performs like new. Reconditioned — Units are leaned and tested, and any necessary consumable parts are replaced. For copiers, the developer is replaced, and the drum is inspected to ensure quality standards. Covers are scrubbed dean and the unit is thoroughly vacuumed. Mechanical parts are leaned and lubricated. Units are tested using a defined checklist and inspection procedures to ensure all operations function properly. Demo — Units that have been used for demonstration purposes, which are cleaned and tested, and any necessary consumable parts are replaced. We will use commercially reasonable efforts to deliver Equipment and Software as soon as possible, but cannot guarantee a specific delivery date. We may cancel this Agreement should the model(s) you ordered not be available, or, upon prior notice to you we may substitute a comparable model with the same or additional functionality at the same price. WARRANTY. We warrant that (i) Equipment, when delivered or installed (if applicable), whether new, newly manufactured, demo, or reconditioned, will be in good working order In accordance with its published specifications (unless you are purchasing your existing rental Equipment which is sold "AS -IS'. "WHERE—IS", WITH ALL FAULTS); and (11) we own the Equipment or otherwise have the right to sell such Equipment to you in accordance with the terms of this Agreement. In addition, only as to such Equipment which is a facsimile machine, the warranty in subsection (i) will continue for a period of 90 days from the eartier of the date of installation (if applicable), or ten (10) days after shipment, but shad not cover any malfunction resulting from an 'Excluded Cause" as set forth hereinafter, or consumable parts, such as belts. print powder, drums, or other parts worn out by ordinary use. Maintenance services may be provided pursuant to our standard maintenance agreement at an additional charge. THESE WARRANTIES ARE THE ONLY WARRANTIES APPLICABLE TO THiS AGREEMENT, THE EQUIPMENT, SOFTWARE, SERVICES AND 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 REPLACEMENT OF SOFTWARE OR SUPPLIES IS YOUR SOLE REMEDY. WE DO NOT ASSUME RESPONSIBIUTY FOR ANY DAMAGES INCURRED BY REASON OF THE FAILURE OF THE EQUIPMENT, SOFTWARE OR SUPPLIES TO OPERATE AS INTENDED, INCLUDING INCIDENTIAL. CONSEQUENTIAL OR PUNITIVE DAMAGES. "Excluded Causes" shall mean: (i) failure to operate the Equipment or Software under suitable temperature, humidity, Inc voltage, or any specified environmental conditions; (11) Iadc of reasonable care in handing, operating, and maintaining the Equipment or Software, induding damage by misuse or malintent; (1111) use of the Equipment or Software not in accordance with the agreed applications and for the ordinary purpose for which it is designed; (vi) use of accessories. supples or other materials, or services not provided by us (excluding paper); (v) alterations to the Equipment or Software; (vi) the use of damaged materials or those not in compliance with the units specifications, such as paper or envelopes; (vh) the use of the Equipment in excess of its volume rating; (viii) malfunction of equipment, parts, components, or software provided by you or third parties and not approved by us which interface with the Equipment or Software; (ix) force majure events; (x) use of the Equipment or Software for unlawful purposes; or (xi) any toss or damage resulting from perils or casualty, including fire, water damage or other external cause SOFTWARE/CONNECTIVITY. My Software shah be licensed to you pursuant to the terms of the license agreement provided with such Software. You must complete our Site Survey prior to delivery of any Equipment or Software that shall be connected to your computer network. In reliance on this information we will either proceed with the installation, or advise you of problems or potential problems that may Nihil the functionality or your use of such Equipment or Software. Once accepted by you, or If the Site Survey is incorrect, or there are any changes to your computer network or software, any attempts by us to remedy such problems win be at our standard charges then in effect, and we make no representation or warranty that we can remedy such problems. Third party software not designated as serviced by us shah be subject to the license(s) and other agreement(s) between you and the third party provider(s), and we shall not have any obligation or liability for same. SUPPUESIACCESSORIES. You shall purchase all supplies and the Starter tat separately and they are not included in this Agreement unless otherwise indicated. Supplies can be ordered through our Supply Line at the then published price. Title and risk of loss will pass to you upon delivery of supplies to your street address. Supply yields vary by the types and sizes of originals copied as well as the copy paper used and are not guaranteed. The published yields quoted are based on coverage for an average 8 W x 11' single -sided original. Accessories will be supplied as needed or requested at regular charges M effect at that time. CUSTOMER OBLIGATIONS. You hereby agree to: (a) Timely accept delivery of the Equipment and Software; (b) Comply with your obligations under this Agreement, including, to limey make all payments when due; (c) 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; (d) Provide complete and accurate infomhation pertaining to your computer network and software programs should the Equipment be connected to your network. or Software be provided hereunder (e) Have the area where the Equipment is to be installed prepared and ready to receive the Equipment prior to its delivery, including providing adequate power, analogue phone line and/or computer network connections (if required). lighting, humidity, HVAC, and security, and to be ready to have the Equipment installed upon delivery; (1) Accurately complete the Site Survey for connected Equipment and Software; (g) Have your computer(s) and/or network available and ready to receive any Software; (h) Abide by the teens of any Software license agreement and (i) Execute any documents, as we deem necessary, to evidence our interests in the Equipment, Software and Supplies. Fonn el -10003 (Ver. 02/2007) - Additional Terms and Conditions RISK OF LOSS / INSURANCE. You assume al risk of Toss, injury or destruction of the Equipment, Software and Supplies as well as damage to property and injury to persons from any cause whatsoever (unless caused by us), at alt times after its delivery, and such loss, injury or destruction shall not in any manner release you from the obligation to make any payments due under this Agreement. You shall indemnify us from such loss. You shad maintain adequate insurance on the Equipment. Software and Supplies to protect our interests as set forth heroin. TITLE. Title to the Equipment and supplies shall pass to you upon delivery. By signing this Agreement, you have seated a security agreement and have given us a purchase money security interest in the Equipment and Supplies to protect our ruts to retake the Equipment and Supplies if not paid for in fuf. Title to the Software shal remain in the licensor. ASSIGNMENT/RELOCAT1ON. You shall not (i) assign your rights or delegate your duties under this Agreement without our written consent; (ii) assign, transfer, sell. pledge, sublet or bail the Software at any time, or the Equipment prior to your full payment to us for same. We may assign our rights under this Agreement, including collateral assignment under our credit facilities. If relocation of the Equipment or Software is required. we may, upon 30 days prior written notice to us, disconnect and reconnect such Equipment, and reload such Software for an additional charge, plus packaging, rigging, and transportation charges assodated with such relocation. TAXES. In addition to payment of charges due under this Agreement, you shad pay all applicable taxes (local, state, and federal) which may now or hereafter be unposed or levied upon the Equipment. its use or operation, Software and Supplies, and any additional services or parts (exclusive of taxes based on or measured by our net income). BILUNG. We will invoice you for Equipment upon delivery or installation (if applicable). and for Supplies upon shipment of your order. Software license and installation fees will be charged upon installation, and license and/or maintenance fees will be bkied monthly, quarterly or annually pursuant to our standard Ming pohdes. In addition you agree to pay a Delivery and Installation charge for each unit of Equipment or Software installed or relocated, a charge for the Starter Kit, a freight charge from the shipping point for each unit shipped or relocated, and a minimum 5100.00 per unit pick-up charge 1f you fail to fully pay for Equipment. Invoices are payable in full upon receipt without deduction, and you waive your right to set off. DEFAULT/REMEDY. If you cannot accept delivery or pay for Equipment you have ordered, you are responsible for alt non-recoverable costs we have insured in delivering and re -marketing it If you elect to cancel Software, early termination charges shall apply. These are equal to the aggregate of alt remaining monthly, quarterly or emivai charges for Software for the balance of the term of such Software, plus ail unpaid charges. Early termination charges will be waived if you replace such unit of Software with a comparable Oval Imagistics product you obtain from Ocb Imagistics. If you fall to make payments for Equipment or Software when due, we may cancel this Agreement and/or repossess the Equipment or Software. if we bring any action to enforce our rights under this Agreement you agree to pay, all of our costs and expenses of coition and/or repossession, including reasonable attorney's fees and interest to the maximum extent permitted by law. IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT. CONSEQUENTIAL. SPECIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER AND HOWEVER CAUSED, OR FOR ANY LOST PROFITS, SAVINGS. OR REVENUES OF ANY KIND, OR FOR LOST DATA OR DOWNTIME, EVEN 1F WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. MISCELLANEOUS. You acknowledge and represent to us that you are purchasing the Equipment and Supplies, and licensing the Software, for business purposes and this is a ... mmertial (and not a consumer) transaction. This Agreement supersedes any contact or agreement of prior date between you and us pertaining to the specific units of Equipment purchased, or Software licensed, and/or maintained hereunder. We may file a copy of this Agreement with the appropriate state authorities at any time for informational purposes or as a financing statement in order to protect ow security interest hereby granted by you in the Equipment This Agreement shall be construed and enforced in accordance wih 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 stale and federal courts within the Slate of Connecticut, County of Fairfield, for the adjudication of all matters relating to, or arising under this Agreement. ACCEPTANCE. ANY TERMS IN ANY ORDER, ADDENDA OR OTHER FORM PERTAINING TO THE SUBJECT MATTER HEREOF WHICH ARE ADDITIONAL TO AND/OR INCONSISTENT WITH THE PROVISIONS OF THIS AGREEMENT SHALL BE OF NO FORCE AND EFFECT AND SHALL NOT BE BINDING UPON US. NO MODIFICATION OF, OR ADDITIONS TO THE PRE- PRINTED BOILERPLATE TERMS OF THIS AGREEMENT SHALL BE BINDING UPON US OR BE EFFECTIVE UNLESS AGREED TO IN WRITING BY OUR CORPORATE LEGAL DEPARTMENT IN TRUMBULL, CT, AND YOU AGREE TO BE BOUND BY THE PRE-PRINTED, BOILERPLATE AND UNMODIFIED TERMS OF THIS AGREEMENT 1F SUCH WRITTEN AUTHORIZATION IS NOT OBTAINED. Our acceptance of the pre-printed, boilerplate and unmodified terms of this Agreement is signified when our authorized invoice Is issued. Installation of the Equipment does not constitute our acceptance. Execution of this Agreement by you is required prior to plan conversion. You acknowledge receipt of a copy of this Agreement. YOU WARRANT AND REPRESENT TO US THAT THE PERSON EXECUTING THIS AGREEMENT HAS THE REQUISITE AUTHORITY AND THAT THIS AGREEMENT SHALL BE BINDING UPON YOU. We may rely on a facsimile copy of your signature on this Agreement as an original signature. Page of g M AGREEMENT • CUSTOMER NAME -/ lor Vae-def ADDRESS flot-e,i Tytn Fr7f*�d cipO2.0 ?IVO .,�, STATE2IP M%nck IA /oJ OrPl�." , cA f47S CUSTOMER * dARrr # BILL TO LOCATION # SHIP TO LOCATION # SW TO LOC WITHIN CITY' L 11S? YES ❑D NO ❑ POINT OF SALE? YES El NO D QTY ITEM BILL TO CONTACT NAME / eardynr)Artini SHIP TO C9NTACT IfArlE ��a�v<ys�a (-le �u (MAINTENANCE TERM EQUIPMENT TYPE LEASED EMA FAX 0 COPIER EJ YES 0 NO Q Any changes to this agreement DESCRIPTION SERIAL # 1 cm4520 cm4520 Maintenance DATE SUBM D CUSTOMER NAME OW oe d W u. ADDRESS 0 CITY/STATE/ZIP 'EXISTING MASTER AGREEMENT? YES El NO 0 BILL TO PHONE # j11I.-5203 SHIP TO HONE # EMAIL ADDRESS 3/0 4/ —5;2 of EFFECTIVE DATE EMA PO NUMBER ACD #/ORDER # r944ba 1 TAX EXEMPT? TAX EXEMPT CERT ATTACHED? YES fl NO p YES 0 NO EMAIL ADDRESS PO EXPIRATION DT O LEASE TERM LEASE PO NUMBER SERVICE ZONE (MOS) 1 3 ❑ must be initialed by the customer PRICE LIST INSTALL EMA CHRG (Must Match Billing Frequency) DATE M X007 coLvitz CONN€�CTIoN C tc ND SS 1 1.4 vJ 'er BIW Color CPC ABOVE ALLOW ALLOW 0 0.0099 o -opo ENfA PRICE IS ANNUAL FOR, X .E UPMENT, MONTHLY OR QUARTERLY .FOR ALL OTHER EQUIP ENT. FULL SERVICE MAINTENANCEINCLUDES: pEtscnost REQUIRED) Q CHEMICAL SUPPUES (EXCLUDES PAPER & STAPLES) ❑ CHEMICAL SUPPUES & STAPLES (EXCLUDES PAPER) ❑ NO SUPPUES CREDIT CARD RECURRING CARDHOLDER'S NAME BILLING? YES 0 NO [2] ADDITIONAL REQUIREMENTS [2] Standard (Usage billed monthly In arrears; Based on date of Install; Consolidated) [2] Special (attach signed "Customer Billing Requirements" ecklist) Connect Product to Customer Network? BUTS 0 NO (If yes, attach signed "Site Survey') CREDIT CARD If CUSTOMER ACKiRMWLEDGEMENT EXPIRATION DATE E EIP , AND AG TO BE BOUND BY OCE IMAGISTTCS D/B/A OCE NORTH AMERICA CORPORATE PRINTING DIVISION ADDITIONAL MAINTENANCE TERMS AND CONDITIONS, WHICH ARE INCORPORATED HEREIN. ANY CHANGES THERETO MUST BE APPROVED IN WRITING BY OUR CORPORATE LEGAL DEPARTMENT OR SHALL NOT BE BINDING UPON US. IFA DIGITAL DEVICE IS BEING PROVIDED BUT NOT BEING CONNECTED AT THE TIME OF THIS ORDER, OUR SITE SURVEY IS REQUIRED PRIOR TO CONNECTION /N THE FUTURE. DATE PRINT SIGNER'S NAME CUSTOMER'S SIGNATURE SALES REP'S NAME '11.0 SALES REP'S SIGN*RE 100% A FORM 1 0 04 VERSION 02/2007 8/2.-1 � -1 C,okro ty �vs7?-eA rv� REP N ORGANIZATION S00S70 NAILDATE sao7 OFFICE i ❑ DPC 0 RANCH MANAG 'S SIGNATURE PRINT SIGNER'S TITLE 9)° BXAPCHWVICtrr 0,c AcliAr DA W3 0/07 Page 1 of Oc6 Imagistics Maintenance Agreement - Additional Terms and Conditions Oc6 Imagistics Inc. d/b/a 0c6 North America Corporate Printing Division (W, 'us' or 'our") shah provide to the entity designated under the *BM To Firm Name' on the first page, willed 'Maintenance Agreement' ('you' or 'your) maintenance services for the equipment ('Equipment") and software ('Software) designated on such first page and on any Additional Equipment Page relating hereto, and shall make all adjustments, repairs and part replacements necessary to keep the Equipment, and any modification to keep the Software, In good working order in accordance with its published spedfkalieons ('Maintenance'), pursuant to the terms and conditions of this Agreement Said first page, these Additional Terms and Conditions, and any applicable AddNlonaI Equipment Page, shall constitute the 'Agreement' and capitalized terms shall have the same meaning throughout WARRANTY. If, simultaneously herewith, you purchase the Equipment from us, or lease the Equipment through a third party leasing company, we warrant that (i) the Equipment, when delivered or installed (if applicable), whether new, newly manufactured, demo, or reconditioned (as defined by us), will be in good working order in accordance with its published specifications (unless you are purchasing your existing rental Equipment which is sold 'AS -IS', 'WHERE—IS', WITH ALL FAULTS); and (ii) we own the Equipment or otherwise have the right to sell such Equipment to you (or your leasing company) in accordance with the terms of this Agreement. In addition, only u to Equipment which is a facsimile machine (excluding your rental conversions), the warranty in subsection (i) will continue for a period of 90 days from the earlier of the date of instaNation, or ten (10) days after shipment, but shall not cover any malfunction resulting from an 'Excluded Cause' as set forth hereinafter, or consumable parts, such as belts, print powder, drums, or other parts wom 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 SUPPUES. AND ARE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPUED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. REPAIR OR REPLACEMENT OF THE EQUIPMENT OR REPLACEMENT OF SOFTWARE OR SUPPLIES IS YOUR SOLE REMEDY. WE DO NOT ASSUME RESPONSIBILITY FOR ANY DAMAGES INCURRED BY REASON OF THE FAILURE OF THE EQUIPMENT, SOFTWARE OR SUPPUES TO OPERATE AS INTENDED, INCLUDING INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. MAINTENANCE. Providing you are not in default of this Agreement, we shall provide on-site Maintenance during our normal business hours (9:00 AM to 5:00 PM, Monday — Friday, excluding federal holidays) for any unit of Equipment or Software that has continually been covered under an Oci Irnagistkx' maintenance agreement For requested Maintenance outside 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 we shall train your Key Operator at no additional charge pursuant to our standard training policies. We shall provide Maintenance al no additional cost, unless the required adjustments, repairs or parts replacement are required due to; (1) failure to operate the Equipment or Software under suitable temperature, humidity, line voltage, or any specified environmental conditions; (M) lack of reasonable care in handling, operating, and maintaining the Equipment or Software, induding damage by misuse or malintent (111) use of the Equipment or Software not in accordance with the agreed applications and for the ordinary purpose for which it is designed; (vi) use of accessories, supplies or other materials, or services not provided by us (excluding paper); (v) alterations to the Equipment or Software; (vi) the use of damaged materials or those not in compliance with the units specifications, such as paper or envelopes; (vii) the use of the Equipment in excess of its volume rating; (viil) malfunction of equipment, parts, components, or software provided by you or third parties and not approved by ua which interface with the Equipment or Software; (ix) force majure events; (x) use of the Equipment or Software for unlawful purposes; or () any loss or damage resulting from perils or casualty, including fire, water damage or other Warne! cause; (all of the foregoing causes collectively the 'Exduded Causes'). We shall perforin Maintenance necessitated by Excluded Causes at our then current time and materials rates, and quote an estimate of the cost for such Maintenance in advance if requested by you. For copier and multifunctional Equipment Maintenance, unless the malfunction is caused by an Excluded Cause, photoconductor drums, lubricants and other materials needed to service such Equipment are provided without additional charge, and print powder, developer, oil and master cartridges may or may not be included with Maintenance as indicated on said first page and on any Additional Equipment Page relating hereto. MAINTENANCE TERM. TNs Maintenance agreement is effective for the term set forth in this Agreement. otherwise for twelve (12) months, as to each unit of newly purchased Equipment or Software from the earlier of the date of installation, or ten (10) days after shipment. or if the unit is existing Equipment as of the date hereof, and will renew annually unless either party provides the other written notice of cancellation at least 30 days prior to renewal. ff you cancel at any time other than on your anniversary date, we are not obligated to issue any credit invoke or refund. We may increase the listed charges annually. We have set our charges on the assumption that you are regularly operating the Equipment no more than one eight hour shift per day, and if you ars using it in excess of that, we may increase our charges immediately to cover anticipated increased Maintenance costs. If you acquire additional accessories for the Equipment, we will provide coverage and adjust your rate accordingly. Upon notice, we may cancel Maintenance services at any time after 5 years from the date of last manufacture of the Equipment SOFTWARE/CONNECTiVITY. Any Software shall be licensed to you pursuant to the terms of the license agreement provided with such Software. You must complete our Site Survey prior to installation of any Equipment or Software that shall be connected to your computer network. In reliance on this information we will either proceed with the installation, or advise you of problems or potential problems that may limit the functionality or your use of such Equipment or Software. Once accepted by you, or if the Site Survey is incorrect or here are any changes to your computer network or software, any attempts by us to remedy such problems will be at our standard charges then in effect, and we make no representation or warranty that we can remedy such problems. Third party software not designated in ilia Agreement as serviced by ua shall be subject to the license(s) and other agreement(s) between you and the third party provider(s), and we shall not have any obligation or liability for same. SUPPLIES/ACCESSORIES. You shall purchase all supplies separately and they are not induded in this Agreement unless otherwise indicated Paper and staples are not included. Tide and risk of loss will pass to you upon delivery of supplies 10 your street address. Supply yields vary by the types and sizes of originals copied as well as the copy paper used and are not guaranteed. The published yields quoted are based on coverage for an average 8 W x 11' single -sided original. The amount of supplies we include in supplies -included maintenance plans are based on our expectation that your yields will match those published. We w111 use your actual copy volumes to determine quantities. Initial shipments will be based on the minimum copy volume of the plan you've selected. Additional supplies can be ordered through our Supply Line at the then published price. Supplies may be returned for credit provided that you retum them to us in their original shipping packages within 30 days of delivery to you. No refunds will be issued. Supplies received under supplies -included maintenance plans or supplies pre -paid for delivery at a future date are not eligible for credit or refund. Accessories will be supplied as needed or requested at regular charges in effect at that time. CUSTOMER OBUGATiONS. You hereby agree to: (a) Immediately notify us when Maintenance is required and provide us with access for inspecting or servldng the Equipment or Software during our nomad business hours; (b) Replace supplies when necessary, and discontinue use of any supplies not provided by us that may increase the cost of Maintenance or cause damage to the Equipment; (c) Timely accept delivery of the Equipment and Software; (d) Comply with your obligations under this Agreement, inducting, 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; (f) Provide complete and accurate knfonnadon pertaining to your computer network and software programs should the Equipment be connected to your network, or Software be provided hereunder, (g) Have the area where the Equipment is to be installed prepared and ready to receive the Equipment prior to its delivery, including providing adequate power, analogue phone line and/or computer network connections (if required), righting, humidity, HVAC, and security, and to be ready to have the Equipment installed upon delivery; (h) Accurately complete the Site Survey for connected Equipment and Software; Form * 1-10004 (Ver. 02/2007) Page of (t) Have your computer(s) and/or network available and ready to receive any Software; (j) Abide by the terms of any Software license agreement and (k) Execute any required documents to evidence our interests in the Equipment, Software and Supplies. RISK OF LOSSIWSURANCE. 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 from any cause whatsoever (unless caused by us), at all limes after Its delivery, and such loss. Injury or destruction shah not in any manner release you from the obligation to make any payments due under this Agreement You shall indemnify us from such loss. You shall maintain adequate insurance on the Equipment, Software and Supplies to protect our interests as set forth herein. TiTLE. By signing this Agreement, you haw created a security agreement and have given us a purchase money security interest in newly purchased Equipment and Supplies to probed our rights to retake such Equipment and Supplies If they are not paid for in U. Title to Equipment and Supplies shall pass to you (or your teasing company as applicable) upon delivery. Title to the Software shall remain in the licensor. ASSIGNMENT/RELOCATiON. You shall not (i) assign your rights or delegate your duties under this Agreement without or written consent; (N) assign, transfer, sell, pledge, sublet or bail the Software, or newly purchased Equipment prior to your full payment to us for same. We may assign our rights under this Agreement, Including collateral assignment under our credl fadiiies. K relocation of the Equipment or Software is required, we shall, upon 30 days prior written notice to us, disconnect and reconnect such Equipment, and reload such Software for an additional charge, plus packaging, rigging, and transportation dhargea assodated with such relocation. TAXES. In addition to payment of charges due under this Agreement, you shall pay all applicable taxes (local, state, and federal) which may now or hereafter be imposed or levied upon the Equipment, its use or operation, Maintenance, Software and Supplies, and any additional services or parts (exclusive of taxes based on or measured by our net income). BIWNG. We will invoice you for Supplies upon shipment of your order. The charges for Maintenance ('EMA Charges') will commence: (1) for newly puudhaaad Equipment (a) which is not a facsimile machine, from the date of installation (d applicable), or len (10) days after shipment, or (b) which is a facsimile machine ninety (90) days from either of such dales; and (ii) for existing Equipment from the date hereof; and both will be billed monthly, quarterly or annually in advance, pursuant to our standard billing policies. Software license and instaNation fees will be charged upon installation, and license andlor maintenance fees MN be billed monthly, quarterly or annually pursuant to our standard billing policies. in addtlon you agree to pay (I) the Overage Per Copy fee in excess of the Allowance, which shall be monthly, quarterly or annually In arrears pursuant to our standard biting polices, and based on our estimate of your average, or the actual copy volume you provide to us; and (ii) all other fees set forth in this Agreement Periodically you agree to provide to us accurate meter readings to verify usage. If you fail to provide accurate meter readings as required, we shall bill you an estimated usage based on previous usage or the Equipment's rated copy volume. We may attempt to obtain such readings remotely if the unit of Equipment can electronically provide same, and you hereby grant to us the right to (I) obtain the readings remotely; and (M) to utilize your network, Internet service or phone lines for such purpose. A copy made that is larger than legal size (8 X' x 14') courts as two copies. Invoices are payable in full upon receipt without dedudion, and you waive your right to set off. If you are leasing the Equipment through a third party leasing company you agree that if we are not paid in full by the leasing company you are obligated to, and shall pay, the balance of the purchase price for all Equipment provided by us hereunder wfthin 10 days of ow invoice to you for us for same. DEFAULT/REMEDY. If you elect to cancel Maintenance or Software, early termination charges shall apply. These are equal to the aggregate of all remaining monthly, quarterly or annual EMA Charges or Software charges for the balance of the term of Maintenance services for such unit of Equipment or Software, plus all unpaid charges. Early termination charges MN be waived 0 you replace such unit of Equipment or Software with a comparable Oc0 Imagistic* product you purchase or rent from Ocb Imagistics and sign a new maintenance agreement for such unit of Equipment for equal or greater value. If you default in any of your obligations under this Agreement, induding, but not limited to, failing to timely pay any amounts due, you agree that we may, without notice and in addition to other remedies available to us at law and in equity, change your Maintenance and/or Supplies provided hereunder to C.O.D. or prepayment terms, or terminate any Software license. If we bring any action to enforce our rights under this Agreement, you agree to pay, all of our costs and expenses of collection andlor repossession, including reasonable attomey's fees and interest to the maximum extent permitted by law. IN NO EVENT SHALL WE BE UABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER AND HOWEVER CAUSED, OR FOR ANY LOST PROFITS, SAVINGS, OR REVENUES OF ANY KIND, OR FOR LOST DATA OR DOWNTIME, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. MISCELLANEOUS. You admowledge and represent to us that you are utilizing the Equipment Supplies, and Software, for business purposes and this is a commensal (and not a consumer) transaction. This Agreement supersedes any contract or agreement of prior date between you and us pertaining to the specific units of Equipment or Software maintained hereunder. This Agreement shall be construed and enforced in accordance with the laws of the State of Connecticut without referenoe to the conflict of laws provisions thereof. The parties hereby consent to the personal jurisdiction of the state and federal courts within the State of Connecticut, County of Fairfield, for the adjudication of all matters relating to, or arising under this Agreement. ACCEPTANCE. ANY TERMS IN ANY ORDER, ADDENDA OR OTHER FORM PERTAINING TO THE SUBJECT MATTER HEREOF WHICH ARE ADDITIONAL TO AND/OR INCONSISTENT WITH THE PROVISIONS OF THIS AGREEMENT SHALL BE OF NO FORCE AND EFFECT AND SHALL NOT BE BINDING UPON US. NO MODIFICATION OF, OR ADDITIONS TO THE PRE-PRINTED BOILERPLATE TERMS OF THIS AGREEMENT SHALL BE BINDING UPON US OR BE EFFECTIVE UNLESS AGREED TO IN WRITING BY OUR CORPORATE LEGAL DEPARTMENT IN TRUMBULL, CT, AND YOU AGREE TO BE BOUND BY THE PRE-PRINTED, BOILERPLATE AND UNMODIFIED TERMS OF THIS AGREEMENT IF SUCH WRITTEN AUTHORIZATION iS NOT OBTAINED. Our acceptance of the pre- printed, boilerplate and unmodified terms of this Agreement is signified when our authorized invoice is issued. Installation of the Equipment does not constitute our acceptance. Execution of this Agreement by you is required prior to plan conversion. You acknowledge receipt of a copy of this Agreement YOU WARRANT AND REPRESENT TO US THAT THE PERSON EXECUTING THIS AGREEMENT HAS THE REQUISITE AUTHORITY AND THAT THIS AGREEMENT SHALL BE BINDING UPON YOU. We may rely on a facsimile copy of your signature on this Agreement as an original signature. Receiveilik Aug 30 20101: 48am 08/30!2007 11:51 21333‘115 SERVICE PAGE 01/05 Customer Site Survey For Network Connected Digital Products Section 1 -- Customer Information Bu.ine.seNsrnp. .0o!F..Rancho...Pglos._\/ercie.s, Addreee 309 4O lmrr� CitY ¶cintho PctkO s V �rdte S Purchasing contact Cc:4re PLzkrlA Phone number t � -. 9 4 ;0;903 eorolYtihC-0,rpN., edtir, . IT contact .5-'ecte, Phone number 314_51{ j 7 ctcg tea' Email 6e-icxx'en pxleya5v...ccen. Emelt d State Title Ext !iC1 cPk Zip Code 90 a7 s Etzievo-vy cAy IAAVNckyr-4 FAX 310-- Telecom contact • Phone number Section 2 Ext. cen' ig tic ranch Information (\Nritin Branch) o Check this box if this machine is being Installed In a different District: If so, what District No. Branch name Phone number Sales person Sales signature (Non eloctronic). Direct Phone No. DMCS or CFM (Signature required) (Non elect/oft) Fried .. �:.• . . S.o / c.o.r 310-503-a-75$ wavy Pen !ranch number FAX number' Email address Date voice Mall Ext DSS (Print Name) • d�2�rq 31c)-.iaDS- 379'7 IDa.N, ?en p_��u�s-Ca.,� DMCS or CFM: Check all pages for completeness, then approve and return standard surveys to the sales ersotalfacilitafur for order processing, A Fax Non-standard surveys to Technical Support (203) 3654194 for approval, Keep a copy of the survey on file for one (1) year, 8/7/2006 veil' ' 08/30/2007 11:51 2133314. 5 Section 3 ►— Customer's Environment tlustomer's Document Tapes ❑ Genial Dice documents ❑ Pr+seentallonalGrephics ❑ Brochur*AktAings tgrsphlc xd) Q Other (apediy) . . Mandy Volae. Options requested on digital output device ❑ Cciying • • • • - •• '13 Prtntlnp • EJ Fu( n9 Scanning to: Cl E -Mal WFoIrlDsek1op 0 FTP Server Scanning Requirements Document ;Auld be completed prior to habitation. ❑ (ZAP 0 Network Authentication Network Wiring ❑ 108aaeT (UTP, PAO • i 100BaseT (U?P. RJ45) ❑ Massa Primer (Cony BNO) ❑ Token Rim C� FbDI tie' Opik) ❑ Other (version) PC Workstations Software ❑ Wincbw 3tx ❑ Windows ex Q Windows 000 la Windows XP ❑ Windows NT Workstation Macintosh Workstations Software 0 Madntoeh•Sye*em 7,5.1 or higher �•_ �11f�Ae Thl� �rir.!:a�lri;�y:XeApr�L j contract.•..,;';., i ✓ h'( .t.a� •.l... r•, »i• •til F.�'��lr�ri�i y'f• si Version - 1. v. v. Y. Version v. Atli 30 20•:49am SERVICE -- please check all boxes that apply Network Fileservers -- Software EI Windows NT 1 (Windows 2000 (version) O Novel Nebwere (veralon) ❑ Appbehere Server (version) ❑ Other (version) Network Protocol ❑ IPXI8PX (Novel) ❑ Ne18106.NeIBEU1(Wki31; Win 95, Wn 0) ❑ ElherTabc (l�edniosh) o Olhsr (woolly) - Customer's Applications' ❑ illustrator v. ❑ InDeslgn v. *Nosier Pholoohop v. p Dam V. C] WordPerfect v. p F1eehand v. D P1oDraw 121[PawwPokf! l$ Publisher ag Word ❑ Wo11dpreCo �1 Aooese PAGE 02/05 Version v. v. v. Y. v. v. v. v. Include al "other" applications not Fisted above ii Section 4 Mainframe Prtnttng --pee, of *dawns owl Prim.. thr,frensnant 1401 ems ❑ As/400 ❑ UNIX ❑ 011ur Type of output Number of users Indicate Operating System Indicala OS Version Indicate Probool being used . Indcals services used to crime data stream Indiana currant Minim Brand/Model indicate cuffed Servec For Mainframe printing: TCP/IP Must be running .on the sewer and an Ethernet connection to the Mainframe Is needed to print to OW lmargistfcs printer devic. es, .System platforms must meet 17,14th:um • . • .specifications as defined in Oa Imaglstics installation documents. • • . • • Oce ImaUfstics will provide Installation documents ff needed. For Remote Meter Reading: Oce Imaglstice im3510/4510 (only') copier and multifunctional equipment allow for the automatic transmission of copy counts, A 'consent form will need to be completed to enable this feature. Please cheat *titian: baps; and brawl customer *Nal 0 Consent farm hes beer► oompleled 0 Customer ljas.pall saw Customers tnflala • Oce imagfstics will provide installation documents 1f needed. 817/2006 i Receive 08/ 30/ 2007 11: 51 213337405 SERVICE Aug 30 20 :49am PAGE 03/05 Section 4 — Printing Applications , How many users will print to the Oce hmkgiatice device(s)? Note: Oe6 Imagistics printing devices support one or more of the following `Industry Standard Page Description Languages (PDL) for printing: PC1.5e, PCt,6, PostScript Level 2 and PostScript 3, Some devices (options) support multiple standards. Check the Specifications of the particular device for details. Note: Oct Imagistics punting devices come standard with printer drivers for one or more of the following client Operating Systems, 06/08, NT4.0, Windows 2000, and XP and Macintosh 7.x and above. Some devices (options) support multiple systems. Check the Specifications of the particular device for details. These printer drivers support printing from standard, 'off-the-shelf application programs made for these Operating Systems. Note: Use `Other' boxes below to list nor} -standard or proprietary/custom applications that do not meet the standards mentioned under Customer's Applications. Applications • • •• • •.. l• • .••• Section 5 Customer ResponsibfliUeslApprovals The customer is expected to provide the following at tine of install: • Supply dedicated print server If required per Oce Imagistics (Connercontroller Only) specification. Delimited server meeting specifications is available for purchase from Oc6 Imagistics, • Provide qualified IT personnel at the time of installation. • Provide Blatt reserved IP address (es) for all 0c6 Imagistics controllers and servers. List address (se) In the Notes/Comments field in Section 6 below. • Complete all appropriate Scanning configuration forrn(s). ' • Identify key operators to be trained. ▪ Identify primary application to test. • Load client drivers. • Provide dedicated power and fully configured and tested network drops and cabling at equipment location(s). • Provide necessary phone lines to support fax option. El Yes Customer Information (section 1) completed Copier Model 0 Yes Received & reviewed•oopler brochureepecmmcgtton Controller # ❑ Yee Received & reviewed controNerspectflo tion/statement of work Yee Completed rrkelnfrems section (if applicable) j Yoe Completed nor standard application hffonnation (If applicable) E) Yes Customer requires Alliance Solution El Liberty ❑ Herr 0 Prism Cl Interwar Customers' signature below edmowlodges that'they have reviewed the previous inforrnnation concerning the network/printing environment and believe the information provided to be accurate. They have reviewed customer responsibilities. They acknowledge that missing or Incorrect Information may change the scope at installation/coat, or. required equipment. ULD Liget PCIw Print Customer Namb Customer Signature Section 6 Data Do NotE, rite Below This Line. Fos Oce Iina9istics Use Only This Site Survey was review& Print DMC$/FM or engineer's Name' ved'b . ❑ Alliance SOW attached --c) D M or Engineer's Signature Date Approved 0 Returned (need more info) Approved (with options) Notes/Comments (Customer Initials/Oita) Receivegillk Aug 30 20 :49aa ' 08/30/2007 11:51 21333 5 SERVICE Jm*g islics Scanning Requirement Document )3lar t sztykrhite & Color DigiaLtzsgag Hillnitdalthitrafisti Services bnegivt for is eager to support you, our valued Cestomer, with your immediate and long -teem imaging requirements. boagistics has the products, people, rind programs to estiafy a variety of use needs and applications when it comes to all your scanning needs. Deowse each oonfroller is different, the following page lists all the possible infonnation accessary for us to properly configure your new Imagietics device promptly and with ease. Remember, fill is as much information as you can. Scan to 1 PAGE 04/05 • Scan to B -mail will require • dedicated on site E-mail server. ISP's rind Shareware E-mail prow fore not soppotted. Not all protocols are supported with all controllers. See controller specification sheet for details. 1111111111111111 Scan to ; Scan to FIT will require z MS Widows NT/2JZFXP/2003 server monies the IIS service. Noxell, TJNIC, Li woe ecz and Shareware eware FTP servers and software am not supported. DNS (Domain Name Services): 1. DNS is required for some user authentication methods. See controller specifications sheet for details. 'CS/NETWORK Au i:eaA.i+TTICATION: Some User/Network authentication requires the use of DNS (Domain Name Services): See controller specifications sheet for details. LDAP (Lightweight Dlurectory Access Protocol): 1 Not all versions of LDAP awl methods of authentication ofLDAP are supported with alcontrollers. See controller sheet for details. 1 Receivelik ' 08/30/2007 11:51 21333 5 SERVICE Auc 30 20 :49am PAGE 05/05 m E il 1 o Wo a. iO era oC D : g • ' '. q •.•. g' 1 1 ' al > u) a3 z E 0 � oma Ei L]LJ0t7 g N9a1 1:11 • O • H O E E a. 0 1. Subnet 0 x • m W z CD = g 0 • A co p 0 POP A g LL 3 c+) (,)a a0 0a a. POP3 • • E2 LI • • • v g 11 5V E 0. Z om' 2 = a.., � E 0 o °J �mg 3 g 1 E � z b w E 4 z Z F v��'z mz`E 0 ,, o o . Y ▪ • o • = o2► c E '� a Z a. 0 _. At w a. ct t °= � � a. • E oO. to t cn u. o 8 .6 < (i) I- • i„ L 0 j C] Division: Order Type: DPS Sale Hardware 411 • Oce North America, Inc. Customer Agreement - Customer's Sold To Address Company Name: CITY OF RANCHO PALOS VERDES DBA: Contact Name: CAROLYNN PETRU Type of Entity: ['Corporation ❑Partnership (check one) Contract No: Agreement No: 00083341-01 Rep No: 1742 Customer's Ship To Address Company Name: — See Site Surveys — DBA: ❑Sole Proprietor ❑LLC Contact Name: Address: 30940 HAWTHORNE BLVD Address: Address: 'Address: City: RANCHO PALOS VERDES County: Los ANGELES City: County: State: CA Zip: 902754391 Phone: 310-544-5203Pm- vistrenty State: Zip: Phone: Product/Equipmerd Supplies tlndude embossm tive:oowls Description l D .. Qty. p.dt List NCO 7Di�iccut Delivery Addenda Thiele A VP2075 0910112007 1 0 41,063.00 $7,395.00 B , VP2075 1 09101/2007 1 0 $1,063.00 $7,395.00 C D Billing Frequency Intro or Equipment Rental Data Special Delivery Charges PAnimum Rental Payment Term Minimum Payment Cost per Copy Excess Rigging Total » d s.w.iU.. Toc a wk) Minimum Maintenance Payment Payment No. To Trade in Equip PO Required K-16 Summer Shut -Of (DPS Only) Monthly Payment No. To ®Yes D No ®Yea Copy Allowance Payment No. To Tax Exempt Supplies Ind. Monthly Payment No. To DYes EI No ®Yes 0 No Service (Also used for Rental Copy Allowances/Charges.) Number of Copies CoPy Service Service Excess Meter Charge Allowance :one Charge Addend (codes wa be aped separately) A ; B&W 70000 Clr 0 Scan 0 COPIES 1 $485.00 B&W 0.00670 Cir B B&W 70000 Clr 0 Scan 0 COPIES 1 $485.00 B&W 0.00670 Cir C B&W Clr Scan B&W Clr D B&W Clr Scan I B&W Clr Acceptance Customer Signature acknowledges receipt of 6 (#) documents (See documents listed below) After Hours which are incorporated into this document by reference. Coverage DQCUMENT NAME BEY. A DYes ® No Document Acceptance Agreement 12102 5 DYes El No Customer Agreement Addendum For Additional Product/Equipment 5107 C OYes O No Customer Agreement Terms and Conditions 5107 D °Yes 0 No I MO/Competitive Trade In Agreement 7107 Comments Site Surveys (2) I Optional Service Opt. Coverage Tot a Net NCO $21,958.00 $21,961.00 Service Nang Fined Scan 0 DYes No Months Scan 0 DYes gl No Months Scan DYes 0 No Months Scan DYes D No Months 543,916.00 Addel Service. CaM Out Charge Charge Customer Authorized Signature Customer Name: ___C:, 4..y Cr?"' 1 v Ctnc 1e)s \l era S Authorized Signature: Orii,,8. Name (print): qtr—tai tnv t e# r - Title: i Date:/ State of Or9anizatio . / FEIN/ SSN Ochi Authorized Signature Date: Accepted by: Name (print): Oce North America, Inc. • 5450 N. Cumberland Avenue • Chicago, IL 60656 By execution hereof, the signer certifies that (s)he has read the entire Agreement, that Oct or its representatives have made no agreements or representations except as set forth herein and that (s)he is duly authorized to execute the Agreement on behalf of Customer. 1 1 Form 9 USA9500 rev 5/07 • Oce North America, Inc. Document Acceptance Agreement Agement No: 00083341-01 CUstOrIIiir`S Soli To Acidre.-,s, CAA to tlef Scup Tt Ai dr,, yi Company Name: CITY OF RANCHO PALOS VERDES DBA: Contact Name: CAROLYNN PETRO Address: 30040 HAWTHORNS BLVD Address: City: RANCHO PALOS VERDES County: State: CA Zip: 90275-5391 Phone: 310-544-6203 '.�ptitrtcc Customer Signature acknowledges receipt of (#) documents (See documents listed below). which are incorporated Into this document by reference. POCUMENT NAME Oc8lCompet tive Trade In Agreement Site Surveys (2) Custornc1 AuthutSigukt 11ri2 Company Name: 89� 7/07 e,41,04-coackir.T.cik.sver.4es Authorized Signature: Name (Please Print): Qr vN'W..�C r Tide: r « CI, \AAvyarDate: 6 7 Company Name: DBA: Contact Name: Address: Address: City State: Zip: — See Site Surveys - - Msithr; ,r Name: 1 County Phone: Date: Accepted by VP: Name (Please Print): CUSTOMER'S REPRESENTATNE WARRANTS THAT HE/SHE IS DULY AUTHORIZED TO EXECUTE THIS I THIS CUSTOMER AGREEMENT IS ONLY BINDING UPON SIGNATURE OF AN AUTHORIZED Oci North Am*tica. AGREEMENT ON BEHALF OF CUSTOMER AND THE AGREEMENT IS BINDING ON CUSTOMER. Inc. REPRESENTATIVE THESE TERMS AND CONDITIONS SUPERCEDE ANY OTHER TERMS AND CONDITONS INCLUDING ANY TERMS AND CONDITIONS IN THE CUSTOMER'S PURCHASE ORDER TERMS AND CONDITIONS OR OTHER DOCUMENTS. CUSTOMER'S AUTHORIZED REPRESENTATIVE ACKNOWLEDGES HEISHE HAS READ THESE TERMS AND CONDITIONS AND ACKNOWLEDGES THAT THESE TERMS AND CONDITIONS SUPERCEDE ANY OTHER TERMS AND CONDITIONS. Form #USA9500 rev 12/02 i • Software License Terms 1.0 In exchange for timely payment of the Software license fee(s), Oct 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 intemal users and to third parties for the sole purpose of accessing the Server Software; provided, however that in no event shall the number of workstations (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 intemal users and to third parties for the sole purpose of accessing the Server Software; provided, however that in no event shall the number of users accessing the Server Software at any one time exceed the number of users specified in the Agreement. 2.0 Except as expressly provided herein, Customer shall not, without the prior written consent of Oct, 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 Oct's copyright and other proprietary notices and shall remain the property of Oct. Customer agrees that it will not translate, disassemble, decompile, reverse engineer, or create derivative works based on the Software or any portion thereof. The license for embedded Software is concurrent with the Customer's right to use the Product(s) and is terminated with the Customer's right to use the applicable Product(s). Upon distribution of the Client Software to a third party, Customer shall ensure that the third party is required to read and accept the End -User License Agreement ("Clickwrap Agreement') included as part of the Client Software. 3.0 NO WARRANTY. Customer expressly acknowledges and agrees that the Software is provided as is and without warranty of any kind. Oct DOES NOT WARRANT THAT THE SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. Customer acknowledges that operation of the Software may result in loss of data. 4.0 TERMINATION. Upon termination of this Agreement, all licenses granted to Customer with respect to the Software, including upgrades and updates, and Customer's right to possess or use the same, shall immediately cease. Upon such termination, Customer shall: (i) cease to use the software; (ii) retum all Software, Confidential Information, and Software documentation; and (iii) deinstall such Software, and upon such deinstallation provide evidence reasonably satisfactory to Oct 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. Notwithstanding the aforesaid, the license for the various Oct software products listed herein are covered by a one time license fee for these products. In order to receive updates, fixes and enhancements (maintenance) for the Oct software products, Customer must continue to pay the license maintenance fee which is identified on the face of the Customer Agreement next to the Software as Service Charge". If Customer discontinues paying the license maintenance fee, Customer will not receive maintenance, however, Customer is permitted to use the Oct software solely with the Product(s) and 'as is" with no obligation on the part of Oct with respect to such use or maintenance. With respect to third party software, Oct is a reseller of such software. Customer's license for such third party software is granted from the third party software provider and the terms of the license agreement that comes with that software must be referenced. 5.0 MISCELLANEOUS. CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE MAY INCLUDE FEATURES LIMITING ITS OPERABILITY BEYOND THE SCOPE OR TERM OF THIS LICENSE. Use, duplication, disdosure by or to the U.S. Govemment is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software -Restricted Rights Clause at FAR 52.227-19, when applicable, or in the Technical Data -Commercial Items Clause at DFARS 252.227-7015 or successor provisions, when applicable. The parties acknowledge and agree that the Software is "commercial computer software" as that term is defined in the DFARS and, therefore, that the U.S. Govemment is subject to DFARS 227.7202. The contractor/manufacturer is Oct 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. Forth #USA9500 rev 5/07 Division: Order Type: DPS Sale Hardware 3. Product/Equipment Description (include serial numbers and meter counts when required) YarioPrint 20XX User License VarioPrint 20XX 65ppm Speed Option Genie Controller Print Option Scan Logic Adobe Postscript 3 IntraLogic VP10xx-20u Series User Training System .Integration Service (1/2 Day) VarioPrint 20XX 72ppm Speed Option Total: Oce North America, Inc. Customer Agreement Addendum For Additional Product/Equipment Customer: CITY OF RANCHO PALOS VERDES Requested Delivery Qty Pre -Pack Warranty (# OF DAYS) List Price Agreement No: 00083341-01 Rep No: 1742 Branch No: Trade -1n/ Installation & Total Net Discount Delivery Price 50.00 50.00 50.00 I 50.00 50.00 51,250.00 50.00 50.00 50.00 51,500.00 50.00 5895.00 1 50.00 50.00 50.00 5875.00 50.00 5875.00 50.00 52,000.00 50.00 1 1 I 1 1 1 1 1 1 I I 1 1 1 (This form must be attached to the completed Order Package when required) Maint Price 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 50.00 57,395.00 50.00 1 Form #USA9500 rev 5/07 Division: Order Type: DPS Sale Hardware 3. Product/Equipment Description (include aerial numbers and meter counts when required) VarioPrint 20XX User License VarioPrint 20XX 65ppm Speed Option Genie Controller Print Option Scan Logic Adobe Postscript 3 IntraLogic VP10xx-20xx Series User Training System Integration Service (1/2 Day) VarioPrint 20XX 72ppm Speed Option Total: Oce North America, Inc. Customer Agreement Addendum For Additional Product/Equipment Customer: CITY OF RANCHO PALOS VERDES Requested Pre -Pack Delivery �Y Warranty (tf QF DAYS) 1 1 1 1 1 1 1 1 List Price Agreement No: 00083341-01 Rep No: 1742 Branch No: Trade -In/ Installation & Total Net Maint. Price Discount Delivery Price 50.00 50.00 50.00 50.00 50.00 50.00 50.00 51250.00 50.00 50.00 50.00 50.00 50.00 51,500.00 50.00 50.00 5895.00 50.00 S0.00 50.00 50.00 50.00 1 5875.00 50.00 50.005875.00 50.00 50.00 52,000.00 50.00 S0.00 57,395.00 50.00 (This form must be attached to the completed Order Package when required) Form #USA9500 rev 5107 o • Customer Agreement Terms and Conditions Common Terms 1.0 DEFINITIONS. a. "Oce" shall mean Oct North America, Inc. b. "Customer" shall mean the business entity defined on the Cover Sheet. c. "Product" shall mean Equipment, including accessories, which are subject to this Customer Agreement ("Agreement"). d. "Cover Sheet" shall mean the front page of this Agreement. e. "Software" shall mean the Oce software modules in object -code form listed on the Cover Sheet and accompanying documentation, together with programming and/or microcode firmware included or embedded by Oct 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 (11) for Software which is not installed during the installation of the Equipment, the date the Software is enabled or shipped; or (iii) in the case of conversions or trials, the date specified by Oce. h. "NOLI Products" shall mean Non -Oct Listed Items, which means hardware, software, equipment, supplies, service, warranty, network equipment and other items not listed in Oco'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, induding data files and databases. 2.0 EQUIPMENT. "Equipment" means hardware that is New/Newly Manufactured, Factory Produced New Model, Like New, Remanufactured, Refurbished or Used. "New/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. "Like New" means equipment previously on trial, used as a demo unit, shown at a trade show or equipment with nominal foot/copy count. All Like New equipment has been maintained by Oct, has not been pre -owned by any other party and has a nominal foot/copy count from a controlled pre -production environment. "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. Meters have been reset to zero. "Refurbished" means equipment that has been under Oce maintenance, has been tested to ensure full functionality and reliability to specifications. "Used" means equipment that has been maintained under Occ's authorized technical standards. Used equipment is offered without warranty. With respect to Oco Wide Format products, Oco may ship (at Oc's sole discretion) any equipment type defined above. With respect to Oce Narrow Format equipment, if other than New/Newly Manufactured, the equipment type shall be set forth on the Schedule. Narrow Format equipment, when acquired under a Fair Market Value (FMV) lease from Oce's affiliate Oce Financial Services, Inc. shall be either Remanufactured, Refurbished or "Like New" equipment, at the option of Oct. Risk of loss shall pass to Customer upon delivery to Customer's loading dock. From the date of such delivery, until Oce is paid in full for Product(s), if the Product(s) is lost, stolen, damaged or otherwise rendered unfit for normal use, Customer shall pay Ock an amount equal to the replacement cost of the Product(s). 3.0 BINDING AGREEMENT. Once this Agreement becomes effective and legally binding as set forth in Section 10, it is non -cancelable. Customer acknowledges that Oco has no responsibility for the decision or effect of the decision of Customer to acquire NOLI Products, even if Oct helps Customer identify, evaluate or select such NOLI Products. 4.0 BILLING. Invoices are due thirty (30) days from date of invoice. Customer shall pay all taxes arising from the Agreement. Customer agrees to pay on demand, as a late charge, 1.5% per month limited by the maximum rate permitted by law, on all overdue payments whether such payments are due prior to or after a Default. Customer is responsible for freight, delivery and rigging charges. 5.0 WARRANTY. a. HARDWARE. Oco warrants that on completion of installation Product/Software will be (1) in material conformance with the manufacturer's published specifications, (2) qualified for Oco's standard maintenance services and (3) free from material defects in workmanship and materials. If a warranty period is marked on the Cover Sheet, then warranty shall continue from installation for the period set forth on the Cover Sheet. During the warranty period, Oce shall repair or, at Its sole discretion, replace Equipment or parts thereof determined by Oce to be defective in material or workmanship, and shall provide service adjustments within the Oce service area during its normal business hours at no charge, as determined to be necessary upon inspection by an authorized Oce Service Representative. Any repair, replacement of parts and/or adjustment required because of misuse, improper care or storage, negligence, alteration, accident, use of improper supplies or lack of specified maintenance with respect to the hardware Equipment is not covered by this warranty, nor is the replacement of expendable items (for example photoconductor drums, fuser rollers and inkjet print heads- "Expendable Item"). The foregoing examples do not comprise a complete list. Expendable Items may vary on different products and Oce shall maintain the complete list of Expendable Items. Repair provided by Oct that is not covered by this warranty will be at Customer's expense. Oct provides no warranty for NOLI Products. For NOLI Products, Customer may receive a warranty directly from such product or software vendor. b. EXCLUSION OF CERTAIN WARRANTIES. THE WARRANTIES STATED ARE EXCLUSIVE AND IN LIEU OF ALL WARRANTIES EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. 6.0 CHOICE OF LAW; JURISDICTION; VENUE; NON -JURY TRiAL; LIMITATION OF LIABILITY: The parties hereto agree that this Agreement will be deemed for all purposes to be fully executed and performed in the State of Illinois and will be governed by Illinois law without regard to its choice of law rules. THE PARTIES IRREVOCABLY AGREE TO: (a) that any and all legal disputes whatsoever concerning this Agreement, must be brought in the State or Federal courts located in Chicago, Illinois and that such courts shall have the exclusive jurisdiction and authority to resolve such disputes; (b) to submit to the jurisdiction of the State and Federal courts located in Chicago, Illinois, for purposes of resolving legal disputes concerning this Agreement, and to waive any and all objections to personal jurisdiction and/or to venue; and (c) to waive any right to trial by jury in legal disputes concerning this Agreement. EXCEPT FOR CLAIMS FOR PERSONAL INJURY OR FOR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY TO THE EXTENT CAUSED BY EiTHER PARTY'S NEGLIGENCE OR WILLFUL MISCONDUCT OR FOR CLAIMS ARISING UNDER SECTION 9, CONFIDENTIALITY OR UNDER ANY INDEMNIFICATION PROVSION CONTAINED HEREIN, NEITHER PARTY SHALL BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR INDIRECT, SPECIAL, PUNITIVE. EXEMPLARY, LIQUIDATED, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE. OR FOR Form #tUSA9500 rev 5/07 DAMAGES SUFFERED OR CLAIMED TO EEN SUFFERED BY ANY THIRD PARTY INCLUDING C ERS OF CUSTOMER, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF THE URRENCE OF SUCH DAMAGES. OCE'S MAXIMUM LIABIL TO CUSTOMER FOR ANY CLAIM FOR DAMAGES RELATING TO OCE'S PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF $50,000.00 OR THE AMOUNT PAID BY CUSTOMER FOR THE ITEM WHICH IS THE SUBJECT OF THE CLAIM. 7.0 DEFAULT. An event of default shall exist upon the occurrence of all or any one of the following events: (a) Customer does not pay when due any invoice; (b) Customer ceases doing business as a going concem or is unable to pay its debts as they become due; or (c) Customer shall default in the performance of any of its obligations to Oce or any assignee arising under this Agreement, or any other agreement between Customer and Oce (an "Event of Default"). Upon the occurrence of an Event of Default, Oce may terminate its obligations to Customer and declare immediately due and payable all sums due or to become due hereunder or under any other agreement between Customer and Oce. 8.0 ASSIGNMENT. WITHOUT THE PRIOR WRITTEN CONSENT OF Oce, CUSTOMER SHALL NOT ASSIGN, TRANSFER OR PLEDGE THE PRODUCT(S) OR THIS AGREEMENT. 9.0 CONFIDENTIALITY. The parties may disdose to each other non-public information, which may include confidential information ("Confidential Information"). The recipient of Confidential Information shall use the Confidential Information only for the purposes of this Agreement. 10.0 MISCELLANEOUS. This Agreement shall constitute the entire agreement between customer and Oce with respect to product(s), services and software. Any variance from or additions to the terms and conditions of this Agreement in any purchase order or other written notification from Customer will be of no effect. This Agreement shall become effective and legally binding as soon as (a) it is signed by Customer and (b) it is countersigned by Oce or (c) upon shipment of the Product(s)/Software set forth herein or performance of any Maintenance set forth herein, whichever occurs first. Once Customer signs this Agreement, Customer may deliver the signed Agreement to Oce by facsimile or electronic transmission. By delivering the signed Agreement to Oce by facsimile or electronic transmission, Customer Intends and agrees that such facsimile or electronic transmission shall constitute an original of the Agreement, shall be legally binding on Customer as if the Agreement were manually signed by Customer and personally delivered to Oa, shall be the best evidence of the Customer's Agreement and shall be admissible in any legal proceeding. Oce shall have no duty or obligation whatsoever to verify or inquire as to the validity, execution, signer's authority, or any other matter concerning the propriety of the facsimile or electronic transmission. Any and all representations, promises, warranties or statements by Oce's agents or representatives that are not in writing or differ in any way from the terrns and conditions of this Agreement shall have no force or effect. CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING (1) THAT ITS NETWORKS AND SYSTEMS ARE ADEQUATELY SECURED AGAINST UNAUTHORIZED INTRUSION AND (2) THAT IT BACKS UP ITS DATA AND FILES. Except for obligations of payment, neither Oce nor Customer shall be liable for nonperformance caused by circumstances beyond their control, during the time such circumstances exist induding, but not limited to, work stoppages, floods, and Acts of God. Customer agrees that Oce may use Customer's name and/or logo in connection with press releases, marketing literature, advertising and other public announcements or publicity materials concerning the Equipment, Services and Software acquired by Customer from Oce. Oce does not acquire any ownership interest in any Customer trademarks. Oce shall properly attribute ownership of Customer's trademarks to Customer. Ocie 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 Ocie to defend such action in Oce's sole judgment, and cooperates with Oct:. Oce is not liable for any infringement due to Product or Software being made or modified by Customer or Customer requested specifications or design, or being used or sold in combination with equipment, software, services or supplies not provided by Oce. Oce MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY OF INFRINGEMENT AND HAS NO OTHER LIABILITY FOR INFRINGEMENT. Customer represents that the person signing this Agreement on behalf of Customer has the authority to execute this Agreement. Any term or condition of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, without invalidating any of the remaining terms or conditions of this Agreement. The waiver or failure of Oce to enforce any provision of the Agreement on one or more instances will not constitute or be deemed a permanent waiver of such provision. Purchase Terms The following Purchase Terms are only applicable if Equipment is being purchased under this Agreement. 1.0 PRODUCT. Customer hereby agrees to purchase from Oce at the purchase price and Oce agrees to sell the Product(s) identified on the Cover Sheet pursuant to the terms and conditions set forth herein. Customer agrees that it is not purchasing the Product(s) for resale. 2.0 SECURITY INTEREST. Oce reserves and Customer grants to Oce a purchase money security interest in the •Product and any and all replacements, substitutions, and repairs thereto, for the purpose of securing the purchase price and all other sums due hereunder. Customer authorizes Oce to file Uniform Commercial Code financing statements relating to the Product(s), and Customer agrees to reimburse Oce upon demand for all costs incurred. Customer agrees that an original or a photocopy of this Agreement (induding any addenda, attachments and amendments) may be filed by Oce as a Uniform Commercial Code financing statement and Customer hereby authorizes Oce to file any and all UCC documents without Customer's authentication, to the extent permitted by applicable law. 3.0 TITLE. Title to the Product(s) shall pass to Customer upon delivery to Customer's loading dock , with the exception of Software. Customer does not receive title to Software. Equipment & Software Maintenance Terms 1.0 TERM/TERMINATION/AUTOMATIC RENEWAL. 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. Post -warranty Service shall be automatically renewed for successive one (1) year terms at the same charges as are applicable as of the last day of the unexpired initial or renewal term (as the case may be) and under the terms and conditions of this Agreement, as it may be amended from time to time, unless either party gives the other written notice of its intent not to renew at least thirty (30) days prior to the expiration of any initial or renewal term. Oce may also notify Customer ninety (90) days in advance of the time of renewal that Service for spedfic Products covered under this Agreement will not be renewed. Customer may terminate Service coverage in any renewal term upon thirty (30) days prior written notice. If Customer provides written notice of Intent to terminate during the first thirty (30) days of Service coverage in the renewal term, Customer shall be responsible for the charges for the period of coverage up until the effective date of termination. After the first thirty (30) days of coverage in any renewal term, Customer may provide notice to terminate Service subject to a termination charge equal to the monthly charges for twelve (12) months or the period of Service coverage remaining in the renewal term, whichever is less. For prepaid agreements, Oce will refund or credit the pro rata price of the remaining term less the applicable termination charge. Form #USA9500 rev 5/07 411 • 2.0 SERVICE CHARGES. Oce shall invoice the Minimum Maintenance Payment in advance and shall invoice the Excess Meter Charges and other usage fees ("Service Charges") periodically as indicated on the Cover Sheet. If applicable, Customer shall provide meter readings at the end of each month by an Oce approved method. Should such meter readings not be provided in a timely fashion, Excess Meter Charges may be estimated by Oct. Except for wide format products, when supplies are included in the Minimum Maintenance Payment, Customer is entitled to the amount of toner which, on average, covers six percent (6%) of the media unless another coverage rate is specified in an applicable program or document. 3.0 PRiCE CHANGES. Oce may change prices and terms and conditions for Service effective one year after the Effective Date and once per annum thereafter unless otherwise noted. Service Charges may be increased at a rate not to exceed fifteen percent (15%) per annum. 4.0 MAINTENANCE SERVICES. "Service" means the repair and/or replacement of parts, subassemblies, and embedded software to keep the Product(s) In good working order per Oce's written specifications provided that repairs can be performed in the field. 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 Oct to install, at no cost to Customer, all retrofits designated by Oc6 as mandatory. 5.0 EXCLUSIONS. The following are not within the scope of Service or warranty: (1) 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 Oct; (vii) performance of normal operator functions as described in applicable Oce operator manual(s), including, but not limited to, loading of toner and/or paper, (viii) performance of services necessitated by accident, negligence, temperature, inadequate ventilation, power failure, improper electrical power, unauthorized alteration of Product(s), tampering, service by other than Oce, causes other than ordinary use, improper supplies or accessories, interconnect of Product(s) by electrical or electronic, or mechanical means, with incompatible Product(s), or failure to use Oce operating system software; (ix) performance of services necessitated by the introduction of a computer virus or other bug into the Product(s); (x) repair or replacement of Expendable Items listed in Common Terms, Section 5(a) above; and (xi) performance of service necessitated by any modification, alteration or any other change whatsoever of Customer's computer system into which the Product(s) is integrated or otherwise connected. 6.0 CUSTOMER RESPONSIBILITIES. Customer agrees: (a) to provide Ock with unrestricted access to the Product(s); (b) to use only paper, recycled paper, parts, photoconductors, toner, or other supplies which in Oce's opinion will not cause excessive Servicing of Product(s); and (c) that replaced parts are the property of Oce. 7.0 Software Support If Software support is made available through the purchase of "incidents", the following terms are applicable: A. Oct§ 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 Oct. 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 Oct. Issues that Oce determines cannot reasonably be resolved as Incidents may be escalated, with the consent of Customer, to an Oc6 Software Engineer or scheduled for on-site support at Oce's then -current consulting rates. Ock DOES NOT REPRESENT OR WARRANT THAT ALL SOFTWARE ISSUES CAN OR WILL BE RESOLVED AS INCIDENTS. incidents shall have an expiration date of sixty (60) months from the date of purchase, and purchases are non -transferable and non-refundable. C. Oce will provide Software Support to those Customer employees who have been issued an ID code providing emaiVtelephone access to the Oct Software Support Center. Customer shall be responsible for controlling ID code access and for any unauthorized use of ID codes. ID codes are non -transferable. D. An overview of the total number of Incidents purchased, number used and number remaining available for use are available on the Oce website with access provided using the 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 Oct) 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 Oct, such as operating system or utilities software, even if running on computer equipment supplied by Oce. Oce may make these services available at Oce's then -current consulting rates. Oce reserves the right to decline to perform such services. Equipment Rental Terms The following Rental Terms are only applicable if Equipment is being rented under this Agreement. 1.0 RENTAL PAYMENTS. Customer shall promptly pay the payments set forth on the Cover Sheet in advance. If applicable, Customer shall provide meter readings at the end of each month. 2.0 EARLY TERMINATION. Either party may terminate this Equipment Rental Agreement at any time on ninety (90) days prior written notice. If Customer terminates this Agreement prior to the end of the Term, Customer shall pay a termination charge equal to the product of the Minimum Rental Payment specified on the Cover Sheet multiplied by 4 or the number of months remaining in the Term, whichever is less. 3.0 RENEWAL. This Equipment Rental Agreement will renew automatically for the same term as the initial Term unless Oce receives written notice from Customer electing not to renew the Equipment Rental Agreement at least ninety (90) days prior to expiration of the current Term. 4.0 MAINTENANCE. Customer agrees that the Equipment Maintenance Terms are incorporated herein and during the Term it will not move the Product(s) from the Installation Site or terminate Service. Form #USA9500 rev 5/07 Order Control Number Customer Number 472920 Requested Delivery .....:..:::::::.:........ :::.:::::::::::............. . Oc6/COMPETIT1VE TRADE IN AGREEMEAD Agreement No: 00083341-01 Manufacturer 9ctS Model 3165 Factory Produced New Model Classic Family Accessories Serial Numbers 18104 Meter Read ®Pick Up Trade In To be picked up by Oct, ❑Customer Scrap on Site (Customer Takes Responsibility for Disposal) DExcess Rigging To Remove Original Install Date Expected Removal Date 09/01/2007 TRADE-INS: Customer hereby transfers and assigns to Oce, title to all trade-in products applicable hereunder. Customer warrants to Oce that it has clear merchantable title to all such trade-in products and that they will be in same trade-in condition upon delivery to Oce as on the date such equipment was inspected by Oc&. —\:)-Sit • Cuaomer Signature Qckr4lwe. Name (Please print) Q;k.y Mavvlyjc $(30t ? Title Date Oce Sales Acknowledgement ivy pEA•i Oct Name (Please print) 6:S6— 03°Z1? Title Date Revision Date: 7/01/07 111111 Oc6/COMPETITIVE TRADE IN AGREEMEN Agreement No: 00083341-01 Order Control Number • Customer Number 472920 Oce Requested Delivery Trade if ulplr Manufacturer Model 3158 FPNM Classic (Upgrade/Downgrade Orders OnIy) Accessories Serial Numbers 3950 Meter Read ®Pick Up Trade In To be picked up by Oa ❑Customer Scrap on Site (Customer Takes Responsibility for Disposal) DExcess Rigging To Remove Original Install Date Expected Removal Date 00/01/2007 TRADE-INS: Customer hereby transfers and assigns to Oce, title to all trade-in products applicable hereunder. Customer warrants to Oce that it has clear merchantable title to all such trade-in products and that they will be in same trade-in condition upon delivery to Oce as on the date such equipment was inspected by Oc&. Gust mer Signature O�► 8 —Q k \A Ir‘ ?Qr-y f Name (Please p rint ) ate Oce Sales Ack ledgement -pAv y 1,671.1 Oct Name (Please print) CSC' Title g�3 ° /v? Dafe Revision Date: 7/01/07 Customer Name: Site Survey VP2075, Trade in: 3165 Factory Produced New Model Classic Family CITY OF RANCHO PALOS VERDES Department: City Building Address: 30940 HAWTTHORNE BLVD City: RANCHO PALOS VERDES Contact Name:(1 ) Contact Name:(2) Region: Branch: Inspection Date: Priority Message: Other Comments: Carolynn Petru South Bay/ Cay of Industry 11/01/2006 Floor: Site Information 2nd Room/Suite: State: CA Phone: 310.544-5203 Phone: Service Zone: 1 Requested Install Date: Zip: Ext: Ext: 09/01/2007 copy room 90275-5391 Delivery Requirements Is a loading dock available? 0 Yes Z No Delivery hours? If not, list building entrance dimensions (list dimensions in inches) : Height: 104 Door Width: 70 Corridor Width: 120 # of steps (outside): 0 # of steps (inside): 0 Stair Crawler Required? 0 Yes Z No Number of floors: 0 Will an elevator be used? Z Yes 0 No Elevator hours? 09:OOam Step Width: 0 Elevator appointment required? 0 Yes Z No If yes, contact name & phone: Elevator Dimensions (in inches): Width: 81 Elevator Door Opening (in inches): Height: 84 to to 05:OOpm Width: 70 Depth: 64 Load Capacity: 3500 Width: 42 Customer to move fixed obstructions prior to installation unless special arrangements are made. Z Yes 0 No If "No", list specifics, contact and phone number. Will floor protections be required: Has the floor condition been confirmed satisfactory by the customer? ❑Yes Z No Yes ❑ No Current Equipment REPLACEMENT EQUIPMENT Make: ocia To Be Removed By: Special Instructions: Model: 3155 Serial Number: 3950 * If existing equipment is to be removed by Oce, additional labor will be invoiced at current published service rates. 1036 lbs. 930 lbs. 31 lbs. Shipping Information Machine dimensions (assembled) 68L x 32.5D x 55H Key Operator Training Key Operator(s) will be trained upon completion of install: Key Operator Name: Name: ca rolynn petru Phone/Ext: Phone/Ext: (310)544.5203 Space Requirements A MINIMUM FLOOR SPACE OF 93 SQ. FT. IS REQUIRED The Oc6 VP2062/75 should not be placed near a water boiler, humidifier, or subjected to ammonia fumes or direct sunlight. The Oce VP2062/75 requires a room area of 11' 8" x 8' to allow for proper servicing by a technician. If the room does not meet these requirements, both the Region Sales Director and Region Service Manager must authorize the installation. Special NOtCS:120" 120" sifts 30' sr Note: Drawing is not to scale 6 306 80' 11.4 38 v Electrical Requirements The customer is responsible for Listed are the power requirements VP2062/75 120 volts DEDICATED line 20 amp standard duplex NEMA 5-20R receptacle (Actual voltage must be between 108 and 128 volts when under load) Receptacle (Oce #9717.104) WaII Cover (Oce #9717.106) providing the electrical requirements listed below prior to the machine installation. for the copier/printer and the DAC Unit. There is an Option to convert the machine from 120V to 220V operation. The electrical service will be available on: 05/15!2007 OR 220 volts DEDICATED line 20 amp NEMA 6-20R receptacle (Actual voltage must be between 204 and 242volts when under load) Receptacle (Oct #9717.105) Wall Cover (Oct #9717.106) Machine Environmental Requirement The customer is responsible for providing the correct environment for optimum machine performance. Temperature and humidity range for room environment for the Oce VP206212075 machine is: Temperature (f) Relative Humidity % 93 93 82 63 63 20 55 85 85 20 The ideal ranges are 75 degrees at 45% humidity Room Size and Ventilation: Recommended Volume: Min: 882.8 y3/hr (Cubic yards per Hr) Corresponding Ventilation: Min: 441.4y3/hr (Cubic yards per Hr) This area must be filled in before Site Survey is accepted. Customer Environment Ambient Room Temperature is is degrees Paper Drawer Configuration Top Drawer Middle Drawer Lower Drawer Bulk Tray Auto Set Set by Service Tech at Installation. Set by Service Tech at installation. Fixed 5IA" x8'r4" to 11"x 17" 5'/z"x8'/" to 11"x17" Paper size requested 51h" x 8 14" to 81/2"x14" Paper size requested 8% x 11" Only 16Ib Bond to 90Ib Index only 161b Bond to 901b Index only 16Ib Bond to 90Ib Index only 201b Bond to 701b Index only Field Service Installation Technician ARTURO H LOPEZ Prima Technician DORA J SOUTH Number 4440 Oce Representative Customer e, FSM Date Date Date s7,234) A 7 Site Survey VP2075, Trade in: 3155 FPNM Classic (Upgrade/Downgrade Orders Only) Site Information Customer Name: CITY OF RANCHO PALOS VERDES Department: city Building Address: 30940 HAWTHORNE BLVD City: RANCHO PALOS VERDES Contact Name:(1 ) Contact Name:(2) Region: Branch: Inspection Date: Priority Message: Other Comments: Carolynn Petru South Bay/ City of industry 11/0/12006 Floor: 2nd Room/Suite: State: CA Phone: 310-544-5203 Phone: Service Zone: 1 Requested Install Date: Is a loading dock available? ❑ Yes El No Delivery Requirements Delivery hours? If not, list building entrance dimensions (list dimensions in inches) : Height: Door Width: 70 # of steps (outside): 0 Corridor Width: 120 # of steps (inside): 0 104 Step Width: Stair Crawler Required? ❑ Yes ® No Number of floors: 0 Will an elevator be used? ® Yes 0 No Elevator hours? 06:00am Elevator appointment required? 0 Yes ® No If yes, contact name & phone: Elevator Dimensions (in inches): Width: 81 Elevator Door Opening (in inches): Height: 84 to Zip: Ext: Ext: 09101/2007 0 copy room 90275-5391 to Width: 05:00pm 70 Depth: 64 Load Capacity: 3500 Width: 42 Customer to move fixed obstructions prior to installation unless special arrangements are made. ® Yes 0 No If "No", list specifics, contact and phone number: Will floor protections be required: Has the floor condition been confirmed satisfactory by the customer? ❑ Yes ®No ZYes No Current Equiprnent REPLACEMENT EQUIPMENT Make: oce To Be Removed By: Special Instructions: Model: 3155 Serial Number: 3950 * If existing equipment is to be removed by Oct, additional labor will be invoiced at current published service rates. 1036 lbs. 930 lbs. 31 lbs. Shipping Information Machine dimensions (assembled) 68L x 32.5D x 55H Key Operator Training Key Operator(s) will be trained upon completion of install: Key Operator Name: Name: carolynn petru Phone/Ext: Phone/Ext: (310)544.5203 Space Requirements A MINIMUM FLOOR SPACE OF 93 SQ. FT. IS REQUIRED The Oct VP2062/75 should not be placed near a water boiler, humidifier, or subjected to ammonia fumes or direct sunlight. The Oce VP2062/75 requires a room area of 111 8" x 8' to allow for proper servicing by a technician. If the room does not meet these requirements, both the Region Sales Director and Region Service Manager must authorize the installation. Special Notes:120" x 120" Wig 30+" ' Note: Drawing is not to scale 6 30" 60" 0 36" Electrical Requirements The customer is responsible for providing the electrical requirements listed below prior to the machine installation. Listed are the power requirements for the copier/printer and the DAC Unit. There is an Option to convert the machine from 120V to 220V operation. VP2062/75 120 volts DEDICATED line 20 amp standard duplex NEMA 5-20R receptacle (Actual voltage must be between 108 and 128 volts when under load) Receptacle (Oce #9717.104) Wall Cover (Oce #9717.106) The electrical service will be available on: 05115/2007 OR 220 volts DEDICATED line 20 amp NEMA 6-20R receptacle (Actual voltage must be between 204 and 242volts when under load) Receptacle (Oce #9717.105) Wall Cover (Oct #9717.106) Lachine Environmental Requirement The customer is responsible for providing the correct environment for optimum machine performance. *Temperature and humidity range for room environment for the oco VP2062/2075 machine is: Temperature (f) Relative Humidity % 93 20 93 55 82 85 63 85 63 20 The ideal ranges are 75 degrees at 45% humidity Room Size and Ventilation: Recommended Volume: Min: 882.8 y3/hr (Cubic yards per Hr) Corresponding Ventilation: Min: 441.4y3/hr (Cubic yards per Hr) This area must be filled In before Site Survey is accepted. Customer Environment Ambient Room Temperature is 75 degrees Papery Drawer Configuration Top Drawer Middle Drawer Lower Drawer Bulk Tray Auto Set Set by Service Tech at installation. Set by Service Tech at installation. Fixed 5'/Z"x8'/z" to 11"x17" 5%"x8'/" to 11"x17" Paper size requested 5%"x8'/z" to 8%"x14" Paper size requested 8' x 11" Only 16Ib Bond to 90Ib Index only 16Ib Bond to 901b Index only 161b Bond to 901b Index only 20Ib Bond to 701b Index only Field Service Installation Technician ARTURO H LOPEZ Prima Technician DORA J SOUTH Approval Signatures Oce Representative Date Customer _ Number 4440 Number 5443 FSM Date Date s' ;›