AGENDA MEMORANDUM

TO: Village President and Board of Trustees

CC: Village Administrator, Village Attorney, and Department Heads

FROM: Joe Renzetti, GIS-IT Coordinator/ Billie Robinson, Assistant Finance

Director

DATE: June 11, 2015

AGENDA: June 16, 2015 Village Board Meeting

SUBJECT: Print Management Services

Purpose To improve the print quality, speed, and reliability of the copy machines and print devices by entering into a new lease agreement for the Village’s Multi-Function Printing needs. Background Board Action Previously Taken: Date Action

August 16th 2011 RESOLUTION 11-R-33 A RESOLUTION SELECTING INTERACT BUSINESS PRODUCTS AS THE VENDOR FOR PROVIDING PRINT MANAGEMENT SERVICES FOR THE VILLAGE OF OSWEGO

The Village of Oswego currently has a lease agreement for the multifunction printers/copiers at Village Hall and Police Department which will expire September 19, 2015. A proposal (RFP) for print management services for all three of the Village facilities was prepared and distributed. The objective of the proposal request was to reduce the number of office printers currently deployed under our existing lease - at our Village Hall facility, reduce the energy consumption and improve the print quality, speed, and reliability of the copy machines and print devices. The RFP was intended to provide solutions utilizing a leasing program for the print devices and maintenance on all devices. The proposals also requested cost accounting and security measures to be integrated with the Village’s existing RFID (Radio-frequency identification) cards at our Village Hall

100 Parkers Mill Oswego, IL. 60543 (630) 554-3618 Fax: (630) 554-3306 Website: http://www.oswegoil.org

facility, as well as, integration with the Village’s existing Electronic Document Management System (EDMS), Laserfiche. The Village solicited proposals for the purchase/lease of minimally 4 multifunction machines and the maintenance of these machines. All devices were to be capable of color copying, scanning (scanning to user’s local folder on network), email, faxing and printing documents along with the ability to release print jobs with an RFID card at the printer location. Maintenance for these machines was to be inclusive of parts, toner and labor for repairs. The Village currently has 6 leased MFDs and 15 owned individual office printers (at the Police Department). Proposers were to review the floor plans and print devices and determine the optimal arrangement for managing these devices, the size of the devices and the number of devices the Village should utilize. The GIS/IT Coordinator surveyed Village Hall staff and the majority were in favor of downsizing the current footprint of machines, increasing the machine speed, and implementing security on the devices. The suggested devices for Village Hall were two larger multi-function devices, one per floor, and two smaller MFD’s for the front counters. After consulting Public Works staff, the department requested one larger MFD. The Police Department requested two MFD’s, one being a larger volume MFD, and the other being a lower volume MFD, for the investigation division. The Police Department also requested the opportunity to add two desktop printers to the lease. Discussion The GIS/IT Coordinator put together a Print Management Services’ RFP and received nine (9) proposals back. After reviewing all the proposals, it was suggested based on our total volumes that medium print speed machines would be a better fit. The GIS/IT Coordinator asked all the vendors to re-submit a new proposal with medium print speed machines. This resulted in an extremely close scoring ratio between proposals. The scoring was defined using the base price of the lease for a 48 months contract, cost per color print, cost per black and white print, print speed, security, cost accounting software, Laserfiche integration, and maintenance services. The Assistant Finance Director and the GIS/IT Coordinator met onsite with many of the higher scoring proposals to see the machines and the software solution up-close. Funding This lease agreement will replace the current lease, which is included in the FY 2016 budget. The cost of the lease will be charged to departments based on number of employees. The cost of prints will be split between departments based on volume. Recommendation Leasing MFD’s is the best option for the Village for a number of reasons. Leasing provides the Village with a set amount of expense annually for replacement of devices versus the larger capital outlay for purchasing and allows for continued downsizing in the future as more digitizing of documents becomes the norm. Employees will be more productive utilizing all the services the new devices have, such as the ability to edit

scanned documents, faster scanning speeds, print speeds and more reliable equipment. The use of the RFID readers will provide a more secure solution with respect to end users print jobs. The new addition of the software will allow the departments to cut color cost even further by setting print restrictions. The pricing from the ten proposals received including the average print cost for maintenance ranged from $1,604.04-$2,844.96. Based a number of scoring factors considered by staff, Toshiba Direct’s printing solution offers the Village the higher quality MFD’s for all of the Village facilities. Toshiba’s solution is attached as “Exhibit A.” Their solution for a 48 month lease was not only one of the lowest base price solutions, but the cost per color prints was the lowest out of all vendors. The cost per black and white was the second to lowest cost when compared to the other proposals submitted. The GIS/IT Coordinator called references and Toshiba Direct had glowing reviews. The other agencies that staff spoke with were very happy that they chose Toshiba MFD’s and when asked if they would choose them again for their printing needs – it was a unanimous resounding –“Yes.” The Village’s existing base lease payment for six Kyocera MDF’s which are located at Village Hall and Police Department only, is $1,032.00 per month. Toshiba Direct is proposing nine MFD’s to accommodate all three Village facilities at a base lease payment of $1,302.10 per month.

Lease Type Current Recommended Printer Brand Kyocera Toshiba

Base Lease Payment $1,032.00 $1,302.10 Number of MDF’s 6 9

MDF’s at Village Facilities VH,PD VH,PD,PW Cost Per Color .055 .0345/.076(tabletop) Cost Per B&W .0044 .00545/.017(tabletop)

Cost per month base on average print volumes

$583.06 461.25

Total, including base and print volumes

$1615.06 $1,763.35

Difference +$148.29 The recommended vendor is Toshiba Direct due to the following:

Ease of software use / all leased machines will have the same identical layout. Lowest cost per color, second lowest for B&W prints Offered more multifunction color devises at a lower cost Ability to utilize the security features on more devices Staffs site visits and visual inspection of MFD’s

Strategic Planning Objective: 1.3.1 Provide reliable, efficient and sustainable municipal services

1.4.2 Provide the equipment, technology, training/education and work conditions for safe, efficient, high-quality service and results 4.2.1 Incorporate environmentally conscious features in new public facilities 4.2.2 Utilize existing green technology, including electronic means of communication wherever possible 5.3.1 Look for opportunities that facilitate fiscal integrity and service efficiencies

RESOLUTION 15-R- ___

A RESOLUTION AUTHORIZING AN AGREEMENT WITH TOSHIBA BUSINESS

SOLUTIONS FOR PROVIDING PRINT MANAGEMENT SERVICES FOR THE VILLAGE OF

OSWEGO _____________________________________________________________________________________ WHEREAS, the Village of Oswego (“Village”) has a population of more than 25,000 and is therefore a “Home Rule Unit” under the 1970 Illinois Constitution; and WHEREAS, the Illinois Constitution of 1970 provides that a Home Rule Unit may exercise any power and perform any function pertaining to its government and affairs, including but not limited to the power to regulate for the protection of the public health, safety, morals and welfare; to license, to tax; and to incur debt; and WHEREAS, the Village uses desktop printers and multi-function copy machines in the daily course of providing village services; and WHEREAS, the current lease agreement for these services is expiring in September, 2015; and WHEREAS, a request for proposal was undertaken soliciting quotes for providing print management services for the Village to replace the expiring agreement and creating greater efficiencies; and

WHEREAS, staff has reviewed and analyzed the proposals received.

NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF

TRUSTEES OF THE VILLAGE OF OSWEGO, KENDALL AND WILL COUNTIES, ILLINOIS,

as follows:

SECTION 1. INCORPORATION OF RECITAL

That the recitals set forth above are incorporated here by reference.

SECTION 2. SUPPORT FOR AGREEMENT

That the Village President and Village Clerk are hereby authorized and directed to execute on

behalf of the Board of Trustees of the Village of Oswego an Agreement with Toshiba Business Solutions

substantially in the form attached as Exhibit “A.”

SECTION 3. REPEALER

All Resolutions or parts of Resolutions in conflict with any of the provisions of this Resolution

shall be, and the same hereby repealed.

SECTION 4. SEVERABILITY

This Resolution and every provision thereof shall be considered severable. In the event that any

court of competent jurisdiction may find and declare any word, phrase, clause, sentence, paragraph,

provision or section or part of a phrase, clause, sentence, paragraph, clauses, sentences, paragraphs and

provisions and parts of phrases, clauses, sentences, paragraphs, provisions and sections not ruled void or

unconstitutional shall continue in full force and effect.

SECTION 5. EFFECTIVE DATE

This Resolution shall be in full force and effect from and after its passage.

PASSED by the Board of Trustees of the Village of Oswego, Kendall and Will Counties, Illinois

this __ day of ___ 2015.

RYAN KAUFFMAN JUDY SOLLINGER

KARIN MCCARTHY-LANGE SCOTT VOLPE

PAM PARR JOE WEST

APPROVED by me, Gail E. Johnson, as President of the Village of Oswego, Kendall and Will

Counties, Illinois this ____ day of ____ 2015.

GAIL E. JOHNSON, VILLAGE PRESIDENT

__________________________ Tina Touchette, Village Clerk

STATE OF ILLINOIS ) ) SS COUNTIES OF KENDALL) AND WILL

CLERK'S CERTIFICATE

(RESOLUTION) I, Tina Touchette, the duly qualified and acting Village Clerk of the Village of Oswego, Kendall

County, Illinois, do hereby certify that I am the keeper of its books and records and that the attached hereto

is a true and correct copy of a Resolution entitled:

A RESOLUTION AUTHORIZING AN AGREEMENT WITH TOSHIBA BUSINESS

SOLUTIONS FOR PROVIDING PRINT MANAGEMENT SERVICES FOR THE VILLAGE OF

OSWEGO

which Resolution was duly adopted by said Board of Trustees at a regular meeting held on the __ day of

___________, 2015, and thereafter approved by the Village President on the ___ day of _________,

2015.

I do further certify, in my official capacity, that a quorum of said Board of Trustees was present at

said meeting and that the Board complied with all requirements of the Illinois Open Meetings Act.

IN WITNESS WHEREOF, I have hereunto set my hand this __ day of __________, 2015.

Tina Touchette, Village Clerk

Village of Oswego (Seal)

~ENCOMPASS r 1:::- lRgecl r nnt Sel 'ICes

Village Of Oswego Request for Proposal

Print Management Service

Submitted by: Toshiba Business Solutions

Award-Winning Products

Encompass Managed Print

Document & Device Security

Eco-lnnovation

Professional Services & Software Solutions

Envision Digital Signage Services

Presented by: Frank Colucci

Sales

847 463 1968

frank. colucci@tbs. toshiba.com

TOS IBA Leading Innovation >>

Toshiba Account Team

Account Manager Frank Colucci 30 years experience in government /major accts

General Manager Martin Schopp 32 years experience (Makes all Local decisions)

Field Service Supervisor Dale White 27 years experience

Aftermarket supplies (toner) Michelle Stanfield 9 years experience

IT Help Desk Matthew Underwood 502 489 6843

TOS I A BUSINESS SOLUTIONS

Toshiba Business Solutions (USA), Inc. (TBS/Toshiba) has a rich history of providing quality products and services in Chicago for more than 25 years as Advanced Business Tech. On August 24, 2007, ABT was acquired by Toshiba to become part of our national network of aut~orized service providers located throughout the U.S., Mexico, Latin America and the Caribbean.

Our TBS offices located in Chicago will provide you with sales and service support efforts on a local level, ensuring a high level of responsiveness and client satisfaction. In conjunction with the corporate team located at our headquarters in Irvine, CA and local staff of service managers, technicians, dispatch agents and administration, we will ensure all matters are handled with the utmost urgency. They will be engaged throughout all aspects of the engagement, including installation, training, billing, and parts/supply availability, service, and maintenance and issue resolution.

Toshiba currently employs 2,549 nationwide. Locally, 79 people in the greater Chicago area alone.

Contact Information

Chicago 3930 N. Ventura Drive

Arlington Heights, IL 60004

Frank Colucci, Sales Manager 847 4631968

fran k.col ucci@tbs. toshiba .com

Toshiba has been manufacturing facsimile devices since 1946; copiers since 1974; multifunctional products since 1997; providing professional services (document solutions and services) since 2000; and Document Assessment, Security Evaluations, and Managed Print Services (fleet assessment, optimization and management services) since 2003. This experience in the imaging equipment industry enables us to offer the highest qua lity document production technology available on the market today.

Our parent company, Toshiba America Business Solutions, Inc. (TABS), is an independent operating company of Toshiba Corporation, a world leader in high technology products with more than 300 major subsidiaries and affiliates worldwide. With $62 billion in annual revenue, Toshiba Corporation has been in business more than 135 years and employs more than 206,000 people worldwide. TABS provides the working capital for TBS. ·

Headquartered in Irvine, California, Toshiba delivers imaging and retail solutions and services that help our clients control productivity, communicate better with end-customers and increase profitability.

We manage product planning, marketing, sales, service support and distribution throughout the U.S., Mexico, Brazil, Latin America and the Caribbean for innovative products and services that include:

../ End-to-end solution from desktop to ../ Document Security

production print ../ Visual Communication and Digital Signage ../ Managed Print Services (MPS) solutions- digital display/content

../ Managed Document Solutions (MDS) technology

../ Imaging/Workflow Automation and ../ Barcode Printing Systems

Capture ../ POS Solutions

../ Retail Kiosks

Page 3

TOS BA BUSINESS SOLUTIONS

Local Success

Toshiba has provided detailed fleet assessments, optimization/consolidation strategy

development/implementation and ongoing managed print services for numerous medium and large

corporations, towns and cities, and school districts including:

Client

Cook County

DuPage County

Kane County

Awards and Accolades

450+ MFPs

200+ MFPs

7 MFPs

Number of Products

Consistently recognized for innovation, quality and technological excellence, Toshiba has garnered more than

200 industry awards in performance, technical achievement and business efficiency from organizations,

objective reporting and testing companies, user surveys, and respected journals such as Buyers Laboratory Inc.

(BLI), Better Buys for Business, BERTL, Industry Analysts, Inc., Channel's Choice, CIO Magazine, and others. We

are a 13-time winner of BTA's "Most Favored Manufacturer" and eight-time winner of Marketing Research

Consultants 11Copier Manufacturer of the Yearn award.

BERTL·s BEST

20 1 2 KC"f•111!•M -ITEVI E' WIN NER M$!!!1£:Mf'M ~_:::

Most recently, Toshiba is proud to announce its newest color multifunction products, thee-STUDIO SOSSC,

2050c/2550c and 2051c/2551c series won the esteemed ''Innovative Product of the Year" award from one of

the nation's most renowned independent consulting firms- Better Buys for Business.

"For a second straight year~ we are pleased to acknowledge Toshiba for producing the most innovative product available within the color

copier segment,"

"Through the availability of the company~s e-STUD/05055C series~

businesses may now receive color MFPs blending next-generation

security~ ecological and performance features, all at an affordable price."

-Melissa Pardo-Bunte, Editor at Better Buys for Business

Page 4

TOS IBA BUSINESS SOLUTIONS

Executive Summary Header

Toshiba Business Solutions is pleased to have the opportunity to participate in Village of Oswego's print management service RFP. Our proposal is a well thought-out strategy for delivering the highest quality products, services and solutions to your village.

Executive Summary Table Header

v" Executive summary t able bullet

Toshiba's mission is to deliver outstanding value through innovative document solutions, efficient processes, and exceptional customer service. We have assisted companies like yours in reducing costs and internal support burdens of enterprise document output and management. Our customer base spans many vertical markets, including manufacturing, energy, government, banking, healthcare, education, automotive and airline industries, and construction.

Our proposal offers a cost-effective vehicle to purchase or lease Toshiba products and related services as outlined in the RFP. Our program includes responsive and local service, knowledgeable technical support, online procurement and service requests, effective document management and workflow solutions, fleet management tools, and dedicated account management team.

We have presented a snapshot of our complete program offering in the following paragraphs.

Proposed Models:

Toshiba Business Solutions is proposing of your legacy products with Toshiba monochrome e-STU DIO MFDs in response to your technical specifications and user requirements.

Current Model Proposed Replacement

Kyocera copiers Toshiba 6570C 4

Toshiba 3555C 2

Lexmark 2132C 2

Optional Lexmark 2132C 2

Our offering includes the following:

• Award-winning network ready Toshiba color multifunction devices with standard copy, print, and scan and fax to meet the needs of your departments.

• Extended maintenance that covers on-site service, labor, travel, replacement parts, toner, (excluding paper).

• Delivery and installation fees included.

• Centralized Dispatch System for prompt service ticketing, response, and tracking.

• Same-day on-site response for service calls.

Page 5

T s BA BUSINESS SOLUTIONS

• Web-based secure portal for 24/7 asset tracking, reporting, and service/supply requisitioning.

• Automated asset and fleet management, reporting, and dispatching.

• Real-time user notification of problem conditions, consumables levels, and machine status.

• Built-in security features such as department codes, LDAP authentication, hard disk encryption, and disk overwrite.

• Software/firmware updates at no cost. • Internal parts system and technician car stock to ensure sufficient inventories.

• Toshiba's Total Quality Commitment guarantee of complete customer satisfaction.

Toshiba will provide these dedicated resources to support throughout the engagement:

• Account Management Team comprised of experienced managers and support staff. • Implementation Team for ensuring a seamless transition and deployment of devices.

• Nationwide network of over 300 Toshiba service providers with trained and certified technicians.

• Corporate resources in the areas of centralized dispatch, national service, technical support, information systems, product marketing, billing, contract administration, and professional services.

Pricing Assumptions

• Delivery and Installation fee included in Toshiba devices . .

• Maintenance {CPP} pricing based on networked devices and installation of Toshiba's remote meter collection software utility. Locked pricing for 4 years and then 10% increase per year

• Pricing flex option on month to month.

• Net 30 Day payment term for purchase and for lease we will meet your requirements stated RFP

Program Expansion - Managed Print Services

While not covered under the scope of this contract, Toshiba Business Solutions can offer <Client> an alternative pricing strategy that encompasses both MFDs and any of your current printer fleet. This pricing model would be a blended cost-per-page rate for all Managed Print Services (MPS) to simplify the administration and overall management of your entire printing fleet. Toshiba is the only major copier manufacturer who has elite partnerships with HP and Lexmark, which allows us to provide our customers with the best-of-breed solutions and the best equipment, support, and service through a single cost-per-copy and contract. This in turn gives our customers many options in both the areas of service and product offerings.

It is our overriding philosophy that guides our company and approach- Leading Innovation.

Page 6

TOSHIBA BUS I NESS SOLUTIONS

Toshiba Green Initiatives

Environmentally Friendly Products Under the global brand "Toshiba eco style", Toshiba seeks to implement long-term

sustainability by the greening of processes, products and technology. The Greening of Process seeks to reduce our environmental impact from the perspective of climate change mitigation,

the efficient use of resources, and the management of chemicals. Greening of Product assesses

our impact through every step of the product lifecycle- from material procurement to end-of­

life disposal- to ensure the highest level of environmental performance for all of our products.

Greening by Technology spurs the creation of innovative approaches to technology that

provides stable sources of power to mitigate the effects of global climate change.

A key element in Toshiba's efforts, we evaluate each of our supplier's activities from such

perspectives as: environmental policy; system for environmental conservation; training; and

monitoring of system performance. To help suppliers reduce environmental impacts, we provide

them with "Guidelines for Green Procurement," and undertake inquiries about use of

environment-related substances.

Eco Friendly

Toshiba incorporates sustainability into all of our products and business

practices. We have made great strides in reducing emissions and noise, lowering

power consumption and expanding recycling. Our products are Energy Star Tier 2

rated and are equipped with Energy Saver and Sleep modes that reduce power

consumption when not in use. This automatic shut-off can result in more than a

60% reduction in annual electricity costs. Our free cartridge recycling program keeps your used

imaging consumables out of landfills.

To further underscore our commitment to designing and delivering environmentally friendly

products, most Toshiba e-STUDIO multifunction products have achieved EPEAT (Electronic Product

Environment~ I Assessment Tool) Bronze certification. The EPEAT system rates products on a lifecycle

basis and considers, among other things, its absence of toxic substances, its use of recycled and

recyclable materials and its design for recycling, product longevity, energy efficiency, corporate

performance and packaging.

Toshiba has a global innovation network of R&D centers in Japan, Europe, U.S. and China. The global

research activities are managed and integrated to ensure all the research sites collaborate while, at

the same time, remain attuned to their local markets. The direct result of this massive infusion of

capital is new technology and higher quality products and services.

Sustainability Reporting - Included At No Charge

In the managed print services arena, more and more customers are asking us to help them meet their

corporate green initiatives. This can involve measuring and improving such areas as electricity use,

paper waste, C02 generation and solid waste recycling. As your Multifunctional Copier provider, TBS

not only cares about boosting your productivity and cutting you r printing costs, but also cares about

your environmental sustainability. With TBS, reducing your environmental impact and operational

costs is easier than you think.

Page 7

Toshiba's Encompass Green Report is an enhancement to our

Encompass Document Analysis program that provides

customers an accurate measurement of energy consumption,

carbon emissions, paper usage and solid waste of their print

products.

During an Encompass assessment, we gather detailed asset

information including locations, product models and types,

equipment specs, and usage. Using this data, we can measure the environmental impact and costs using power costs by

region and C02 emissions by state. From this, we can pinpoint areas where we can lower environmental impacts on paper

use, power consumption; the emission of dust, carbon, ozone

and other substances; and the volumes of solid and water

waste produced.

The Green Report compares both Current and Recommended State:

> Paper Consumption

> Electrical Consumption

> C02 Emissions

> Natural Resource and Solid Waste Impact

> Environmental and Economic Costs

Secure Release I Rules Based Printing/follow me printing

TOSHIBA BUSINESS SOLUTIONS

- · - - -- - . -· - 4 •• ~ -

We are including Driwe Print SSO (Single sign on ) as an optional part of our solution that will enhance

and address proximity card authorization access and follow me printing.

Page 8

TOSHIBA Leading Innovation >>>

New Solution Pricing ....

Toshiba 5560CT (2)Village hall and Police Dept. (3 total) Toshiba 3555C Police dept, (1) Toshiba 3055C Public Works(1) Toshiba287CS Building Dept and Finance dept (tabletop) (2 total) Toshiba 287CS Police dept (optional) (2 total) DRIVVE SSO (see attachment for details)

o Color units all Copy/print/scan/fax all o All Toshiba A3 systems have staple finishers and hole punch (287CS is an A4)

$1,224.40 48 Month Lease payment 48 Month Lease payment $1,302.10 includes optional extra (2) printers

Service I Supply agreement (actual usage) (no Commitment)

Toshiba Products Black .00545 per image color .0345 per image

Toshiba 287CS only Black .017 per image Color .076 per image

Locked for 4 years and 10°/o increase per year after 4 years

OUR COPIERS MAKE 12 X 47 BANNERS

Pricing Details Village Hall

5560 $202.62

5560 $202.62

Building department

Toshiba 287CS Tabletop $38.85

Finance Department

Toshiba 287CS Tabletop $38.85

Public Works

3055 $125.31

Police department

5560 $202.62·

3555 $127.89

All departments

Software $285.64

Total $1,224.40

Optional Bid

Police department

Tosh iba 287CS tabletop $38.85

Toshiba 287CS tabletop $38.85

Total with extra 2 units $1,302.10

DRIVVE SSO

Secure MFP authentication by PIN or card reader. (Toshiba would like to test the card to insure

correct card reader).

Personalized scan to email and Home folder

Usage Tracking and reporting

Print, copy and scan policies and rules

Usage tracking and reporting

Mobile &Pull Printing (Follow me printing)

Exchange integration Everything in Drivve image pack 1 and Drivve Image pack 2+ exchange

integration.

Modules :all Drivve print+ Drivve image SPT, OCR forMS word and ms excel

T s I A Leading Innovation :>>

Technology Enhancements That Keep Your Office ...

n TM secu

Heightened Security

D HDD Data Overwrite ... Now Standard D Encryption ... Now Standard D Surpasses DOD Requirements D Keep Your Document's ... Yours D Numerous Software Solutions Available

Poster Print I Tiling Feature

D Create Huge Tiled Images D Up to 16 Tiles & up to 11 x 17 D Excellent for Backdrops D High Impact Quick Custom Signage

Tandem Printing

Productive, Efficient and Secure

Linux Operating System

D Incredible Processing Speed D Open Platform Capability D True "Rip While Print" D Faster Printing & Job Completion

Job Skip Function

D Skip Over Incomplete Jobs D Hold Incomplete Jobs in Queue D Release Incomplete Jobs On Demand D Provides Recovery Instructions D Maximizes Office Efficiency

( D Simultaneously Print to 2 Systems D Includes Different Color Models D Custom Job Splitting Available D Printing Twice as Fast Made Easy

)

TOS BA Leading Innovation ~>

The New Toshiba Color Solution ... Benefit Highlights

1) New Linux Operating System I Open Platform The new Linux operating system allows for significantly faster processing that includes the ability to quickly and efficiently "Multi-Task" jobs so they are spooling, processing and printing simultaneously. Additionally, this platform now comes standard as "Open Platform". In the event that there are 3rd party software packages I connections that you would like to pursue, the Toshiba system is ready to implement them.

2) New Customizable Universal Driver This new driver is now capable of being customized for anyone that may benefit from a visual layout of com­mon jobs I AKA templates. Additionally, at "the driver level" a variety of functions may be included or ex­cluded to cater to each user. Switching from PCL toPS has also been included, eliminating the need for mul­tiple drivers to be installed on servers I workstations for different PDL's.

3) New Self Encrypting HDD's This is the World's First "Self Encrypting HDD". The command to encrypt is now part of the HDD technol­ogy. This technology is so sophisticated, that it will not even turn on if it is removed from the Host MFP. The MFP serial number is hard coded into the HDD and if separated, it is rendered completely useless. This pro­vides the maximum amount of security possible.

4) Standard Overwrite Capability for the HDD Now standard is the ability to automatically "Overwrite" all data on the HDD 3 times (may be adjusted up to 5 times). So first we (1) "Encrypt", then we (2) "Overwrite" and (3) add an even greater level of Security with requiring that the HDD recognizes the Host MFP serial number .... otherwise it will not activate ! If it's stolen, it is useless !

5) Enhanced Image Quality with New Toner and New Developer We have built upon our unique system's capability ... combining toner and developer into one cartridge, with our "Next Generation" Toner and Developer. .. Taking the Color Image Quality to a whole new level!

6) Tandem Printing If two Toshiba systems are installed on the same network, it is now possible to split jobs between the 2 de­vices simultaneously. Doubling the speed, without the need to send each job separately to each device.

7) Job Skip In the event that the Toshiba system is unable to print a job correctly, (out of certain size paper, no staples, out of a certain color toner etc) the job is "skipped" over and all other jobs print out. This eliminates the inevitable bottleneck due to one file holding everyone else's job up. This feature eliminates wasted time and frustration, as well as prevents employees from printing the same job over and over because it never printed!

8) Poster Printing I Tiling This feature provides the ability to divide a page into equal larger "tiles" to create a huge poster, which then may be easily spliced together for a dramatic sign, backdrop etc.

Leading Innovation >>>

ERU's ... "Easy Replaceable Units''

The Concept Behind this Unique Design is "Simplicity". When Items Need to be Replaced they are done "Quickly and Easily" ... Period.

By utilizing this style of technology, there is an Enormous Decrease Required for Technician Servicing. When on-site techni­cal service is required the amount of Actual Repair Time has been Greatly Reduced.

ERU items include the ( 4) Toners, the Waste Toner Container, as well as numerous High Yield Service Components such as the Color Imaging Drums, the Image Transfer Belt Unit, Fusing Section and more.

1 Of

TOS BA LEASE WITH MAINTENANCE AGREEMENT

BUSINESS SOLUTIONS

The words Lessee, you, md your refer to the rustomer. The words Lessor, we, us and our refer to Toshiba Financial Services. The Toshiba Equipment is the terms of the Toshiba Quality Commitmen~ a copy of which may be obtained from your Toshiba Business Solutions (TBS) provider. We own the (excluding software) and you have the right to use it under the terms of this Lease.

CUSTOMER CONTACT INFORMATION Legal Company Name: Fed. Tax ID #:

Contact Person : Bi ll-To Phone:

Billing Address: City, State-Zip:

Equipment Location : City, State-Zip:

(if different from above)

EQUIPMENT WITH CONSOLIDATED MINIMUMS ITEM DESCRIPTION

1.

2.

3.

LEASE TERM & PAYMENT SCHEDULE Number of Payments: of * Security Deposit: $ - 0 Received

Payment includes: B&W Images Per Month - Excess Images at Per B&W Image

Payment includes: 0 Color Images Per Month - Excess Images at Per Color Image

Payment includes: Scan Images Per Month - Excess Images at $- Per Scan Image

Payment includes: Black Print Images Per Month - Excess Images at $- Per B lack Print Image

Payment includes: Color Print Images Per Month - Excess Images at $- Per Color Print Image

Excess Images Billed: DMonthly 0Quarterly I Lease payment period is monthly unless otherwise indicated.

OSHIBA I FINANCIAL SERVICES

Bill-To Fax:

SERIAL NUMBER STARTING METER

(plus applicable taxes)

End-of-Lease Options:

You will have the follow ing options at the end of your

original term , prov ided the Lease has not term inated

early and no event of default under the Lease has

occurred and is continuing.

1. Purchase the Equipment at Fair Market Value

2. Renew the Lease per section 16

3. Return Equipment

Documentation Fee: $75.00 (included in First Invoice) 0 See Attached form (Schedule "A") for Additional Equipment

• Secl.lity Deposit: The security deposit is non Interest bearing and is to secure your perfonmance under this Agreement Any security deposit made may be appUed by us to satisfy any amount owed by yoo in, in which event yoo will promptly restore the secLiity deposit to its full amount as set forth above. If all conditions are fully completed with and provided you have not ever been in default of the Agreement in the Default section, the secl.lity deposit will be refunded to you after the rellrn of the equipment in accordance with the Return of Equipment section.

THIS IS A NONCANCELABLE /IRREVOCABLE AGREEMENT. THIS AGREEMENT CANNOT BE CANCELLED OR TERMINATED.

CUSTOMER ACCEPTANCE You hereby acknowledge and agree that your electronic signature below shall constitute an enforceable and original signature for all pll"pOS85. This Lease may be exeruted in counterparts. The executed counterpart which has Lessor's original signature and/or is in Lessor's possession shall constitute chattel paper as that tenm is defined in the Uniform Commercial Code ("UCC") md shall coostitute the original agreement for all pLrposes, including, without limitation, (i) any hearing, trial or proceeding with respect to this Lease, and (ii) any detenmination as to which version of this Lease constitutes the single true original item of chattel paper under the UCC. If Lessee signs and transmits this Lease to Lessor by facsimile or other electronic transmission, the transmitted copy, upon exerution by Lessor, shall be binding upon the parties. Lessee agrees that the facsimile or olher electronic transmission of this Lease manually signed by Lessor, when attached to the facsimile or other electronic copy signed by Lessee, shall constitute the original agreement for all pt.rpOSeS, including, without limitation, those outlined above in !his Section. Wilhoot limiting and subject to the foregojng, the parties further agree th~ for pLrposes of executing this Lease, (a) a dorumenl signed and transmitted by facsimile or other electronic transmission shall be treated as an original dorument (b) the signature of any party on such document shall be considered as an original signatt.re, (c) the dorument transmitted shall have the same effect as a counterpart thereof containing original signatures, and (d) at the request of Lessor, Lessee, who executed this Lease md transmitted its signature by facsimile, or other electronic transmission shall provide the counterpart of this Lease containing Lessee's original manual signature to Lessor. No party may raise as a defense to the enforcement of this Lease that a facsimile or other electronic transmission was used to transm~ any signatt.re of a party to this Lease.

Print Name: !signature: X I Date:

PERSONAL GUARANTY To induce us to enter into this Lease and any supplemen~ the undersigned jointly and severally unconditionally guarantees to us the prompt payment when due of all lessee's obligations to us under the Lease md any supplement. We will not be required to proceed against the lessee or the Equipment or enforce any other remedy before proceeding against the undersigned. The undersigned agrees to pay all reasonable attonney's fees and other expenses inrurred by us by reason of defau~ by lessee or the undersigned. The undersigned waives notice of acceptance hereof md of all other notices or demmds of any kind to which the undersigned may be entitled. The undersigned consents to any extensions or modification granted to us and the release and/or compromise of any obligations of lessee or any other obligors md guarantors without in any way releasing the undersigned from his or her obligations hereunder. The obligations of the undersigned shall continue even if the lessee becomes insolvent or bankrupt or is discharged from bankruptcy, arxl the undersigned agrees not to seek to be repaid by lessee in the event the undersigned must pay us. This is a continuing Guaranty and shall not be discharged or affected by death of the undersigned, shall bind the heirs, administrators, representatives, successors and assigns of undersigned, and may be enforced by or for the benefit of any assignee or successor of us. The undersigned and we waive insofar as permitted by law any trial by jury for any acton between the parties. You hereby acknowledge and agree that YO\I' electronic signature below shall constitute an enforceable and original signature for all purposes. By providing a telephone number for a cellular phone or other wireless service, yoo are expressly consenting to receiving communication (for NON-Marketing or solicitation pLrposes) at that number, including, but not limited to, prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system from lessor and its affiliates and agents. This express consent applies to each such telephone number that yoo provide to us now or in the future and permits such calls. The calls and messages may incur fees from your cellular provider.

Print Name of 1st Guarantor: Signature: X Date:

TERMS AND CONDITIONS - ' • - • I I • • - ' ' I • I • ' ' ,, ' • I o 0110

20f2

1. Lease Agreement: You ll!Jee to lease fi'om us the equipment desaibed under "ITEM DESCRIPTION" a1d on any attached Schedule (hereinafter, with all replacement pais, repairs, additions ald accessories, refmed to as the '£quipmentj and as modified by

Supplements to this Lease li1lm time to time signed by you and us. You authaize us to insErt or correct missing infamation on this Lease, including yot.r accurate legal name, setial runbers and any other infamation desaibing the Equipment You authaize us to

change the amount of each lease payment by not more than 15% due to changes in the eqlipment configuration Wlich may OCCI.I' prior to our acceptn:e of this lease or ~ustments to reflect ;wlicable sales taxes. We will send you copies of any changes. You

agree to provide updated ar~~ual <11d/or qua1!ir1y financial statements to us upon request You authorize us or ot.r agent to obtain aedit reports and make aedit inquiries regarding you and yot.r financial condition and to provide your infamation, including payment history, to ot.r assignees or third pa1ies having an economic interest in this Lease or the Equipment Toshiba Fin<rlCial Services (TFS) is not responsible for service or mantanance of the eqtipment and <re not~ to any service mantenance agreement.

2. Lease Commencement: This Lease will commence upon yot.r acceptance of the applica>le Eqlipment. 'Mlen you receive the Equipment, you agree to inspect it and verify your acceptance by telephone or, at our request, by deivery of 'l!orittan evidence of

acceptance satisfactory to us. Upon aoceptance, your obligations under this Lease \\111 become absolute and unconditional, and are not subject to cancellation, reduction or setoff for any reason l'ilalsoever. All payments will be made to us in accordance wth the

applicable Schedule at Oil' address or at such other place as we may desi!J!ate in llofiting. Y au agree to pay an Interim rent payment equal to 1 /30th of the monthly rental, multipied by the number of days between rent commencement data and the data of the

beginning of the first rental period. For any payment that is not received by its due data, you agree to pay a late charge equal to the higher of 10%of the amount due or $22 (not to exceed the maximt.rn allowed by la111) as reasonable collection costs. 3. Image Charges: Each month dt.ring the Term of this Lease, you agree to renit to us the Lease Payment and all other sums when due and payable to the address we provide to you fi'om time to time. In reb.m for the Lease payment you are entitled to Jroduce the

Minimum Number of Images for each appicable Image type each month. Y au also agree to pay us the Excess per Image Charge for each metered image that exceeds the appicable Minimum Number of Images. We reserve the right to estimate the number of images

used if you do not provide us with meter readings within seven days of request We will ~ust the estimated charge for excess images upon receipt of actual meter readings. Notwithstanding any adjustments, you will never remit to us less than the Minimum Payment

each month. You agree that we reserve the right to increase the lease Payment and/or the Excess per I mage Charge each year dt.ring the Term of the Schedule by an amount not to exceed tan percent ( 1 0%) of the Lease payment and/or the Excess per Image

Charge in effect at the end of the prior annual period. At our option, you .,;11 (a) provide meter readings 'lia an automated websita v.tlen requested by us. We may charge a fee to recover the cost of meter collections if meters are requested but not submittad !trough

the automated website. (b) Provide us by telephone or facsimile the actual meter readings when requested by us. (c) Allow us (or our agent) access to the equipment to obtain meter readings. (d) Allow us (or our agent) to attach an automatic meter reading device to

the Equipment. We may audt the automatic meter reading device periodically. If you have a dispute wth TBS, you continue to pay us all Lease payments and Excess per Image Charges wthout deductions or withholding deductions

4. WARRANTY DISCLAIMER: WE MAKE NO WARRANTY EXPRESS OR IMPLIED, INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPM:NT IS M:RCHANTABLE. YOU AGREE THAT YOU HAVE

SELECTED EACH ITEM OF EQUIPMENT AND TBS BASED UPON YOUR OVIIN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY STATEM:NTS OR REPRESENTATIONS MADE BY US. YOU LEASE THE EQUIPI\ti:NT 'AS IS". NO

REPRESENTATION OR WARRANTY OF TBS WITH RESPECT TO THE EQUIPM:NT WILL BIND US, NOR WILL ANY BREACH THEREOF RELIEVE YOU OF ANY OF YOUR OBLIGATIONS HEREUNDER YOU AGREE THAT WE WILL NOT BE

RESPONSIBLE TO PAY YOU ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR ANY DEFAULT BY US UNDER THIS LEASE.

5. statutory Finance Lease: You agree that this Lease quai fies as a statutory finance lease under Article 2A of the Urifam Commercial Code. To the extent you are permitted by owficable la111, you wave all rights and remedies conferred upon a lessee by Article

2A (sections 508-522) of the Uniform Commercial Code. 6. Security Interest: You authorize us to file a financing statement with respect to the eqliprnent If this Lease is deemed to be a seciJ'ed lransaction, you !Jan! us a security interest in the Equipment to S9CU'e all your obigations under this Lease.

7. Use Maintenance and Repair of Equipment: YOU WILL USE THE EQUIPI\ti:NT ONLY IN THE LAVVFUL CONDUCT OF YOUR BUSINESS AND NOT FOR PERSONAL, HOUSEHOLD OR FAMLY PURPOSES. You will not move the Equipment fi'om the

equipment locaton listed on the sd1edule wthout Oll' oovance \Mitten consent You will give us reasonable access to the Equipment so that we can check the Equipmenfs existance, condition and proper maintenance. At your cost you wi ll keep the Equipment in

good repair, condition and v.urldng order, ordinary wea- and taar excepted. You will not make any permanent alterations to the Equipment. You \\1 11 keep the Equipment fi'ee and clear of all liens. You assign to us all of your rights, but none of you obigations, under

any piJ'chase agreement for the Equipment We assign to you all Oil' rights under any TBS warranties, so long as you <re not in default

8. Taxes and Lease Charges: You agree to pay all taxes, costs and expenses incurred by us as a consequence of the ownership, sale, lease or use of the Equipment including all sales, use and documentary stamp taxes. Arrf fee charged under this A!Jeement

may include a profit and is subject to applica>le taxes.

9. Indemnity: You \\111 indemnift and hold us harmless fi'om any and all liability, damages, losses or injll'ies including reasonable attorney's fees, arising out of the ownership, use, condition or possession of the Equipment, except to the extent directly caused by Oll'

!JOSS neg&gence or willful misconduct We reserve the right to control the defense and to select or cwrove defense counsel. Ths indemnity will survive the term nation of this Lease.

10. Risk or Loss; Insurance: You are responsible for risk of loss or for any destruction of or damage to the equipment No such loss or damage shall reieve you fi'om the payment obligations under this Lease. You agree to keep the Equipment fully insured against

loss until this Lease is paid in full and to have us and our assigns named as loss payee. You also agree to mant<in public iabii ty insurance covering both personal injury and Jroperty damage and you shall name us and 011' assigns as ooditional insured. Upon

request, you agree to provide us certificates or evidence of insurance a:ceptable to us. If you do not provide evidence of acceptable inSI..fance, (a) we have the right but no obigation to obt<in insurance covering Oll' interest (and only ot.r interest) in the Equipment for

the Lease term, and renewals. Any insurance we obt<in will not inSI..fe you against third pa-ty or l ability clams and may be cancelled by us at any time. You will be required to pay us an additional amount each month for the insurance and administrative fee. The

cost may be more than the cost of obt<iring yoll' OVoTl insurance and we may make a Jllllit. You agree to cooperate with us, Oil' insurer and Oil' agent in the placement of coverage and with claims, or (b) we may wave the inst.rance requirement ald charge you a

monthly property damage SIJ'charge in the amount of .0035 of the total stream of payments to cover our aedit risk, administrative costs and other costs and in v.tlich we may make a profit. Once an acceptable certificata or evidence of inst.rance is submittad, any

such fees \\111 be discontinued. If any of the Equipment is lost stolen or damaged you will at yot.r option and cost, either (a) repair the item or replace the item ....;th a comparable item reasonably acceptable to us, or (b) pay us the sum set forth in the Remedies

section. 11. Right to Perform: If you fal to comply with any IJ'ovision of this Lease, we may, at Oil' option, perform such obligations on YOU' behalf. Upon invoice you \\1 11 reimburse us for all costs inCliTed by us to perform such obi gations.

12. Representations: (a) You represent and warrant to us that (1) you have the lawful power and authaity to enter into this Lease, and (2) the indiviOO<IIs signing this Lease have been duly authaized to do so on yot.r behalf, (3) you will provide us such financial

infamation as we may reasonably request fi'om time to time, (4) all financial infamation provided (or to be provided) is (or will be) acciJ'ate and complete in all material respects, (5) you will Jr0111ptly notify us in writing if you move your principal place of business or

there is a change in your name state of formation, or ownership, and (6) you will take any a:tion we reasonably request to protect Oll' rights in the Equipment (b) We represent and warrant to you that (1) we have the lawful power and authority to enter into this Lease,

and (2) the individuals si!Jling this Lease have been duly authorized to do so on Oll' behalf.

13. Default: You will be in default under this Lease if: (a) we do not receive any payment due under that Lease within ten (10) days <iter its due date, (b) you fail to meet any of your obligations in the Lease (other than payment obligations) and do not correct such

default within 10 days after we send you 'Mitten notice of such default, (c) you become insolvent, <re i quidated or dissolved, merge, lransfer a material portion of yOIJ' OVoTlership interest or assets, stop doing business, or assign ri!tJts or property for the benefit of

aeditors, (d) a petition is filed by or against you under any bankruptcy or insolvency law, (e) any representation made by you is false or misleading in any material respect, or (f) you default on any other agreement with us or our assigns.

14. Remedies: If you are in defauH, we may, at Oil' option, do any or all of the followng: (a) retain your seamy deposi~ if any, (b) terminate this Lease, (c) require that you pay, as compensation for loss of our bargain and not as a penalty, the sum of (1) all amounts due and payable by you or acaued under this Lease, plus (2) the IJ'esenl value of all remaining payments to become due under this Lease (disoo..nted at 6% or the lowest rate allowed by law), and (3)0) the amount of any pt.rchase option and, if none is specified,

20",{, of the original equipment cost which represents our anticipated residual value in the Equipment or (ii) return the Equipment to a location designated by us and pay to us the excess, if any, of the aroount payable ll1der clause 3(i) above over: the Fair Market Value

of the reb.med Equipment as determined by us in our reasonable disaetion, (d) recover interest on any unp<id balance at the rate of 4% per annum, and (e) exercise any other remedies available to us at I<PN or in equity. You agree to pay Oll' reasonable attorney's

fees and actual court costs including any cost of appeal. If we have to take possession of the Equipment you agree to pay the cost of repossession and we may sell or re-rent the equipment at terms we determine, at one or more public or private sales, Wth or

without notice to you, and apply the net IJ'oceeds (ater deducting any related expenses) to your obi gations. You may remain liable for any deficiency with any excess being ret<ined by us.

15. Purchase Option: At the end of the Term provided you <re not in default, and upon 30 days prior written notice fi'om you, you will either (a) return all the Eqlipment or (b) pcschase all the Equipment as is, without any warranty to condition, value or title for the

Fair Mai<et Value of the Equipment as determined by us in our reasonable disaetion plus applicable sales and other taxes. 16. Automatic Renewal: This Lease will automatically renew on a month-to-month basis after the Term unless cancelled by either pa-ty upon 30 days prior 'l!orittan notice, and you shall pay us the same lease payments and lease charges as applied during the Term

(and be subject to the terms and conditions of this Lease) 111til the Equipment is rel\.med to us or you pay us the ~licable purchase price (and taxes).

17. Return of Equipment: If (a) a default oo::t.rS, or (b) you do not piJ'chase the Equipment at the end of the Term pursuant to a stated purchase option, you will immediately reb.m the eqtjpmentto any location(s) we may designate in the continental United States.

The Equipment must be returned in 'Average Saleable Condition' and properly packed for shipment in acoordance with Oil' recommendations or specifications, fi'eight prepaid and insured. "Average Saleable Condition" means that all of the Equipment is immediately

available for use by a third party, other than you, without the need for any repair or reftrbishment. All Equipment must be fi'ee of m<rlings. You \\111 pay us fa' any missing or defective pais or accessories.

18. Assignment: We may, without your con sen~ assign or transfer any Equipment or this Lease, or any rights arising IJ'1der this Lease, ald in such event our assignee or lransferee will have the rights, power, privileges and remedies of lessor hereunder, but none of

the obligations. Upon such assignment you agree not to assert as aganst oil' assignee, any defense, setoff, rBCOl.pll1ent clam or counterclam that you may have against us. You \\111 not assi!Jl, lransfer or sublease this Lease or any rights thereunder or any

Equipment subject to this Lease wthout our prior 'Mitten consent. 19. Personal Property Tax (PPT): You agree atOll' <isaetion to (a) reimburse us annually for all personal Jroperty and similar taxes associated with the ownership, possession or use of the Equipment or (b) remit to us each billing period our estimate of the

prorated equivalent of such taxes. You agree to pay us an administrative fee for the processing of such taxes.

20. Tax Indemnity: You agree to indemnify us fa' the loss of any income tax benefit caused by your acts a omissions inconsistent with our entitlement to certain tax benefits as OVoTler of the Equipment

21. Governing Law: BOTH PARTIES AGREE TO WAIVE ALL RIGHTS TO A JURY TRIAL Ths A!Jeement and any supplement shall be deemed fully executed and perfamed in the state of Lessor or its Assignee's principal place of business and shall be

governed by and construed in aooordance with its la\lls. If the Lessor or its Assignee shall bring any judicial proceeding in relation to any mattar arising under this Agreement you irrevocably agree that any such matter may be oojudged or determined in any court or

coll'ls in the stata of the Lessor or its Assignee's principal place of business, or in any cot.rt or courts of yoll' state of residence, or in any other 0011'1 having jurisdiction over: you or YOU' assets, all at the sole election of the Lessor or its Assignee. You hereby

irrevocably submit generally and unooncitionally to the jll'isdiction of any such court so elected by Lessor or its Assignee in relation to such matters.

22. Miscellaneous: This Lease contains the entire agreement between you and us and may not be mocified except as provided therein or in 'Miting si!Jled by you and us. We will not accept payment in cash. If you so request, and we permit the early ternination of

this Lease, you agree to pay a fee for such privilege. Notices must be in 'Miting and will be deemed given five days after maing to your or Oll' mai i ng adctess. If a court finds any IJ'OVision of this Lease to be unenforceable, all other terms of that Lease will remain in

effect and enforceable. You agree that any delay or failure to enforce our rights under this Lease do not IJ'event us fi'om enforcing any rights at a later time. In no event will we charge or collect any amounts in excess of those allowed by ;wlicable law. Time is of the

essence. You agree that a facsimile copy of the Lease with facsimile signatures may be treated as an original and will be oomissible as evidence of the Lease. You hereby aclmowledge and confirm that you have not received any tax, fin<rlCial, accounting or legal

advice fi'om us, the manufacturer or suppier of the Equipment. It is the Lessee's sole ald exclusive responsibility to assure that all data fi'om all disk drives or magnetic media <re erased of any lessee data and information.

23. TBS OBLIGATIONS FOR MAINTENANCE AND SUPPUES

a. TBS agrees to IJ'OVide full service m<intenance inclucing toner, developer and parts necessary to Jroduce an image. TBS wi ll provide inspections as required, wbich may be made in conjunction with regular or emergency service calls. If service is provided at time

other than during TBS's namal business hell'S is furnished upon yoll' request, you will be charged at TBS's customary rates. TBS will not be obYgated to IJ'ovide service for repairs made necessary by carelessness of the operator, accident, misuse (including falll'e

to follow the manufactt.rer's published operating manual) abuse, neglect, theft riot, vandalism, lightning, eledrical power failt.re, fire, water, or other casualty, or to repairs made necessary as a result of service by personnel not authorized by TBS or the use of

supp6es other than those provided by TBS. Sepa-ate charges for repairs or parts replacement due to the fa'egoing shall be borne by you.

b. Except as provided below, TBS will replace all covered parts, consumables and supply items without charge. You agree to replace any pais, oonsumables and supply item as a result of carelessness on the part of the operator, accident misuse ~ncluding failure to

follow the manufacturer's published operating manual) abuse, neglect, theft, riot, vandaism, lightning, eledrical power fa lure, fire, water, or other casualty.

c. If you are in default under this Lease, TBS has the right to deny performing any service and/or Sl4JPiying any products.

d. Under this Lease. TBS's liability with respect to any property damage or ln)IJ'Y (including death) to persons arising out of or connected with service performed under this Lease is strictly limited to that imposed by Iaiii and there is no contract imposing any !Jealer

degree of liability. e. Title to all supplies firnished hereunder including toner and toner bags remans with TBS unti l you consume said suppies to the extant they may not be further utilized in the image making process. We may charge you a supply fi'eight fee to cover the cost of

shipping supplies. You agree to use the supplies provided at "no charge" on the Equipment. You will not take designated supplies fi'om Equipment to be used in any other equipment not covered by this A!Jeement. You must ruchase paper and staples separately.

f. Stated supply item yields rBIJ'esenl 100% of manufactiJ'er stated yields based on standard 'letter size• copies with 6% image coverage. At the end of each annual billing period or bilfing cycle, you wi ll be billed for any toner used in excess of that required based on

yields stated above.

TFS LEASE WITH MAINTENANCE- 060110

Toshiba Financial Services AGREEMENT NO.

NON-APPROPRIATION ADDENDUM

Addendum to Agreement # Services, as Lessor.

, dated , between village of oswego, as Customer and Toshiba Financial

The parties wish to amend the above-referenced Agreement to add the following language:

REPRESENTATIONS AND WARRANTIES OF CUSTOMER: Customer hereby represents and warrants to Lessor that: (a) Customer has been duly authorized by the Constitution and laws of the applicable jurisdiction and by a resolution of its governing body (which resolution, if requested by Lessor, is attached hereto), to execute and deliver the Agreement and to carry out its obligations hereunder. (b) All legal requirements have been met, and procedures have been followed , including public bidding, in order to ensure the enforceability of the Agreement. (c) The Equipment will be used by Customer only for essential governmental or proprietary functions of Customer consistent with the scope of Customer's authority and will not be used in a trade or business of any person or entity, by the federal government or for any personal, family or household use. Customer's need for the Equipment is not expected to diminish during the term of the Agreement. (d) Customer has funds available to pay contracted Payments until the end of its current appropriation period, and it intends to request funds to make contracted Payments in each appropriation period, from now until the end of the term of the Agreement. (e) Customer's exact legal name is as set forth on page one of the Agreement. Customer will not change its legal name in any respect without giving thirty (30) days prior written notice to Lessor.

NON-APPROPRIATION: If sufficient funds are not appropriated to make contracted Payments under the Agreement, the Agreement shall terminate and Customer shall not be obligated to make contracted Payments under the Agreement beyond the then-current fiscal year for which funds have been appropriated. Upon such an event, Customer shall, no later than the end of the fiscal year for which contracted Payments have been appropriated, deliver possession of the Equipment to Lessor. If Customer fails to deliver possession of the Equipment to Lessor, the termination shall nevertheless be effective but Customer shall be responsible for the payment of damages in an amount equal to the portion of contracted Payments thereafter coming due that is attributable to the number of days after the termination during which the Customer fails to deliver possession and for any other loss suffered by Lessor as a result of Customer's failure to deliver possession as required. Customer shall notify Lessor in writing within seven (7) days after the failure of the Customer to appropriate funds sufficient for the payment of the contracted Payments, but failure to provide such notice shall not operate to extend the Agreement term or result in any liability to Customer.

The parties wish to amend the above-referenced Agreement by restating the following:

Any provision in the Agreement stating that the Agreement shall automatically renew unless the Equipment is purchased, returned or a notice requirement is satisfied is hereby amended and restated as follows: "This Agreement will renew for month-to-month terms unless you purchase or return the Equipment (according to the conditions herein) or send us written notice at least 30 days (before the end of any term) that you do not want it renewed."

Any provision in the Agreement stating that you grant us a security interest in the Equipment to secure all amounts owed to us under any agreement is hereby amended and restated as follows: "You grant us a security interest in the Equipment to secure all amounts you owe us under this Agreement, and you authorize us to file a financing statement (UCC-1) or be named on the vehicle title to show our interest."

Page 1 of 2

NOTE: SIGNER OF THIS DOCUMENT MUST BE SAME AS ON THE AGREEMENT. A FACSIMILE OF THIS DOCUMENT WITH SIGNATURE SHALL BE CONSIDERED TO BE AN ORIGINAL. CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT, UNLESS

SPECIFICALLY STATED OTHERWISE. 10162 REV 06/12

Any provision in the Agreement stating that you shall indemnify and hold us harmless is hereby amended and

restated as follows: "You shall not be required to indemnify or hold us harmless against liabilities arising from the Agreement. However, as between you and us, and to the extent permitted by law, you shall bear the risk of loss

for, shall pay directly, and shall defend against any and all claims, liabilities, proceedings, actions, expenses,

damages or losses arising under or related to the Equipment, including, but not limited to, the possession,

ownership, lease, use or operation thereof, except that you shall not bear the risk of loss of, nor pay for, any

claims, liabilities, proceedings, actions, expenses, damages or losses that arise directly from events occurring

after you have surrendered possession of the Equipment in accordance with the terms of the Agreement to us or

that arise directly from our gross negligence or willful misconduct."

Any provision in the Agreement stating that a default by you under any agreement with our affiliates or other

lenders shall be an event of default under the Agreement is hereby amended and restated as follows: "You will be

in default if: (a) you do not pay any Payment or other sum due to us under the Agreement when due or if you fail

to perform in accordance with the covenants, terms and conditions of this Agreement, (b) you make or have made any false statement or misrepresentation to us, (c) you or any guarantor dies, dissolves or terminates existence,

(d) there has been a material adverse change in your or any guarantor's financial , business or operating condition,

or (e) any guarantor defaults under any guaranty for this Agreement."

Any provision in the Agreement stating that the Agreement is governed by a particular state's laws and you

consent to such jurisdiction and venue is hereby amended and restated as follows: "This Agreement will be governed by and construed in accordance with the laws of the state where Customer is located. You consent to

jurisdiction and venue of any state or federal court in such state and waive the defense of inconvenient forum."

By signing this Addendum, Customer acknowledges the above changes to the Agreement and authorizes Lessor to make

such changes. In all other respects, the terms and conditions of the Agreement remain in full force and effect and remain

binding on Customer.

Toshiba Financial Services Village of Oswego

Lessor Customer

X Signature Signature

Title Date Title Date

Page 2 of 2

NOTE: SIGNER OF THIS DOCUMENT MUST BE SAME AS ON THE AGREEMENT. A FACSIMILE OF THIS DOCUMENT WITH SIGNATURE

SHALL BE CONSIDERED TO BE AN ORIGINAL. CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT, UNLESS

SPECIFICALLY STATED OTHERWISE. 1 0162 REV 06/12

Assignment Notification

Date

Lessee/Customer:

Oswego village of

RE: Agreement No. TBD

Dated _____ _

Dear Lessee/Customer:

Lessee/Customer hereby consents and acknowledges that Toshiba may assign to a third party finance

partner, without notice, all of Toshiba's s rights, title and interest in and to (a) the equipment covered by

the Agreement, including the obligation to provide the right to use the Equipment, (b) all rights and

remedies therein, including the right to collect rent due thereon, to repossess the property in the event

of default by Lessee/Customer under the Agreement and the right to initiate and maintain such legal

proceedings, and (c) Toshiba's rights as Owner under the Agreement, including the right to receive

equipment payments thereunder. None of Toshiba's obligations under the Agreement, however, are

assumed by the assignee. Lessee/Customer agrees that the rights of Toshiba•s assignee will not be

subject to any claims, defenses, or setoffs that Lessee/Customer may have against Toshiba.

Please acknowledge the sufficiency of this notification and our consent to the same by signing in the

space indicated below and fax an executed copy to your Toshiba sales rep.

Should you have any questions or comments, please contact our office.

Sincerely,

Toshiba Business Solutions (USA), Inc. (must be the awarded contractor)

By: ______ _

Name & Title: ---------Acknowledged and Agreed to this _____ day of ___ _

Lessee/Customer: -------------

By:---------

Name & Title: ________ _

Exceptions

1) Page 2 -- "Either party may cancel this contract with 90 days written notice." At Toshiba we will thru

our standard Total commitment quality guarantee to replace any unit that doesn't perform to

manufacture specifications for the 4 year term. We are also open to discussion.

2) Page 2 --(first sentence of last paragraph on this page) "and to use any ideas in the proposals regardless of whether the proposal is selected."

3) Page 3 --Second paragraph in "Terms of Engagement"- Toshiba takes exception because the Village of Oswego is requesting that the print management services are subject to annual review and negotiation. Also, if print management services are not separate from leasing, Toshiba take exception to

the last sentence of this paragraph regarding assignment. We plan to have service and lease be together

on same agreement.

4) Page 6- Toshiba recommends revising the "Indemnification" section to read as follows: To the extent permitted by law, Vendor shall indemnify, defend, and hold the Village, its trustees, officers , employees, and agents (collectively the "lndemnitees") harmless from and against all loss and expense (including , but not limited to , reasonable attorney's fees and other costs and expenses) by reason of the liability imposed by law upon the lndemnitees, for damages because of bodily injury, including death, resulting there from , sustained by any employees of Vendor, while performing the work or while at the site where work under the Contract is being conducted or elsewhere, while engaged in the performance of Work under the Vendor, and such injuries for wh ich liabi lity is imputed to the lndemnitees, except to the extent such claims, losses, or expense arise out of or are connected to the gross negligence or willful misconduct of the lndemnitees; or claims for property damage because of injury to or destruction of tangible property, arising out of the performance of or the failure to perform the work or the fai lure to protect the work or the site, or the condition of the work, the site, adjoining land or driveways, or streets or alleys used in connection with the performance of the work, except to the extent such claims, losses, or expense arise out of or are connected to the gross negligence or willful misconduct of the lndemnitees . Without limiting the general ity of the foregoing , the defense and indemnity set forth in this section includes, subject only to the limitations contained in this section , all liabilities, damages, losses, claims, demands and actions on account of bod ily injury, death or property loss to an Indemnitee, whether based upon statutory, contractual , tort or other liabi lity of the Indemnitee.