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HomeMy Public PortalAbout2014.03.20 Wells Fargo Image Management AgreementCONTRACT NUMBER WELLS .FARGO Image Management Agreement :F.agio,Rnartcfal°easlrig�/nc:,. Des:Moirres;.lowa�' In this agreement (as amended fro Thine to time, the Agreerienr).'You' and 'Your' mean the arstatt ei named below.'We. 'lls' and 'Our mean the dither. Wells Fugo Friends' Leasing. tic.'Suppfa" means the equipment supplier named baba: You klub: atedge and agree that this Agreement represents the coreptete and exclusive agreement between -You and Us regarding the subject maser herein- and supersedes any other oral or widten agreements between You and Us. This Agreement can be Changed Only by ivallenagreememl between You and Us. Other agreements net stated herein (rtcterra. vnthout limitation, those coddled in any pachate order or service agreement between You and the S1upp5a) are not part of this Agreement and ore not bindtng on Us. it CUST,OMER;INFORMATION' FULL LEGAL NAME McCall. City of STREET ADDRESS 216 East Park Street CITY McCall STATE ID ZIP PHONE 83638 208-634-3474 FAX BILLING NAME (IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS CITY STATE ZIP E-MAIL EQUIPMENT LOCATION (IF DIFFERENT FROM ABOVE) SUPPI IERMFORMATId NAME OF SUPPLIER Boise Office Equipment STREET ADDRESS 330 N. Ancestor Place CITY Boise STATE ID ZIP 83616 PHONE 208-377-1666 FAX MAKFJNfQDEt tit lA'CCESSORIESI- _..SEnbIE NO .. STARTINGWETER Xerox 7845, finisher 2-3 hole punch and fax module '? TERM AND`PA'YMENT SCHEDULE; . Term in Months 60 60 Payments of $ . 422.50 Security Deposit $ Documentation Fee $ 75.00 (Plus Appicable Taxes) Payment Period is Monthly Unless Otherwise Indicated. (mos) (Plus applicable Taxes) Payment includes 5.000 B&W copies per month Overages billed quarterly at $.005 per B&W copy Payment includes 500 Color copies per month Overages billed quarterly at $_05 per Color copy Payment includes B&W prints per month . Overages billed, quarterly at $ per B&W print Payment includes Color prints per month Overages billed quarterly at $ . per Color print THIS IS A NONCANCELABLE / IRREVOCABLE AGREEMENT. THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED. I LESSOR;ACCEPTANCE- , Welts Fargo Financial Leasing, tric. DATED LESSOR letISTOMEMACCEPTANCE_ By signing below. You adrnawtedge receipt of Page 2 of Ws FEDERAL T.M. 1. LID. r SIGNATURE agree to the terms on both Pages 1 and 2 - + PRlNPNAME j i TITLE ',GUARANTY. . fo indute Us to enter into the above Agreement the undersigned ('You, hereby umcenditionatty and irrevocably guaranties that the customer identified above will pay an amounts that ae dte under the Agreement vhen and as due, whether by acceleration Or otherwise, and wit pedarn all of the custooiers obGgaftans to Us under the AgreemeniL Yoti agree that you are bound by, andthis Guaranty wtT carer, art a en tmarts. . amppteinents and add-ons to the Agreement and all additional ob5gaffOns incurred by the customer in the future. relating to the Agreement. You hereby tmconditionalty waive notice of acceptance of this Guaranty. yesentment protest. demand, dtshonokamendment to the Agreement. not -performance thereunder, and also waive any and an defenses based on suretyship or impairment °t o:Oak:rat and other rights Mat might ueate ronMon precedent to Your fabTity hereunder_ If the customer details under the Agreementt. You agree to pay ail sums due under the Agreement and perform all other obligafons of the Crrstoi er thereunder mmerzatety upon demand, and You agree l hat We may proceed directly against any ore or more guarantors (together or separately for the fug amount due hereunder, if there is more than one guarantor) vn'tho,t first xoceedng or malting claim or exhausting any remedy against the customer. any other guaranhx. any other third pally, or any collateral. and tablet fast pursuing any otber remedy available to us. You agree to himburse Us for all expenses We liar in enforcing Our rights against You ardtor the customer, imcl d a Withaut Gm itation., reasonable attemeys' fees. This Guaranty shall be governed by the Jaws of the State of oava Wit houtregard to Bs chatce-oPaw laws You consent to the exclusive jurisdiction and venue of the cowls descnbed in Section 13 of the Agreement You and We hereby waive Ilia light to atrial try jury (n any action itehveen them You authorize Us to eblain Your *anal financial informa5on (and to update the same Gem time to firm), including, w0ltoot fnularion, infolma5on from any consumer reporting agency. PRINT NAME OF GUARANTOR SIGNATURE DATED 1. LEASE OF EQUIPMENT. You agree to lease tam Us the persamal pmpefry [sled on Page I (togehe:r vdth all existing and future accessories, attachments, replaarnents and embedded software, the Egiipmenf) upon the terms stated herein. You premise to pay to Us all of The charges and fees staff herein. This Agreement is bending on You as of the date You sign it You agree Nat after You sign. We may inset or correct any nbmmahon missing on this Agreement ihnclu$ng Your limper legal name, serial atumbers and any other Information describing the Equipment and change the payment amount by up 10 ISM. due b a change in the Equipment or i s castor a tax or payment miscalculation. 2. EQUIPMENT SERVICE: SUPPLIES: YOUR UNCONDITIONAL OBLIGATIONS. The Supplier has agreed with You to provide Equipment service during normal business hours and to provide You with Nf torier. developer and parts necessary fa You b produce copes and printsall of wh$h'are included in the Payment amount However. You agree that (a) You mist separately purchase all other supplies. ncludng, vwlhout fmita6ah, copier paper, at Your ohm cast and (b) You most separately purchase Egrcprrwnt wince outside the Supplier's normal business hours and any service, parts or supplies required by your misuse of the Equipment our failure b follow, the manufactures suggested use inslnuclims_ You agree Nat @ We are a separate and independent company from the Supplier, manufacturer and any other vendor (collectively, 'Vendors), and the Vendors are NOT Our agents: () No statmhent or wacrany, by any Vendor is biding on nisi and no Vendor has authority to waive or ft any tam of this Agreement (7 You, not We, selected the Equipment and the Vendor(s) based on Your own judgment (iv) Your obligations hereunder are, alsW.e and unconditional despite any Equipment false or any Vendors failure b W& You with any Equdpmerit service, parts or supplies (intruding any service. parts or supplies that are included in the Payment armanQ. or any other adverse condition. (v) We are NOT a parry to fire Supplier's agreement to provide You win service, parts or supplies, such contract is NOT part of this Agreement (even though We will, as a convenience to You and the Suppier, till and collect monies owed by You to the Suppler), and no breath by the Supplier will excuse You tom pertarmng Your obligations b Us hereunder, and (vi) U the Equipment is unsatsfactory our it any Vendor fails b provide any service or fulfill any other obliSation b You, You shall not make any claim against Us and shall continue In fully per(onn under this Agreement 3. PAYMENTS. Each Payment Period, You agree b pay Us, by he due dare set fah on Our invoice to You n the Payment amount () the applicable average charges for each metered copy or print in excess of the applicable number of copies or prints included in the Payment and n applicable taxes and other charges provided for herein You agree to pay the minimum Payment amount even 9 You do not make the applicable number of copes or prints in a given month Thera are no'uedds' that carry over tam any payment period during which You crake fewer Nan the applicable number of included copies or prints. You agree Nat We may increase the Payment andla the applicable average charges once each year during the Initial Tenn and once each year fa any Renewal Tenn, by an amount not to exceed 15 : per year. At Our option, You win (a) provide Us by telephone or facsimile wish the actr! meter readings when We so request (b) allow Us to attach an auimatic meter reading device to the Equuipinerior (c) affowUs access b the Equipment to obtain ureter readings or audit the meter reading device. HWe requwYou b provide Us W.% meter readings and You fail to do so within 7 days of Out request then @ We may estimate the number of copies and prints made and invoice you accordingly. and (i) We will must the estimated charge for overages upon receipt of actual meter readings. Restrictive endorsements on checks will not be bedig on Us. All payments received will be applied to past due amounts and to the current amount due in such order as We deternare. Any seamy deposit or es&'need future Garerrmeribl Charge Chat You pay is non-nwrest bearing, may be commingled with Our funds, may be applied by Us at any time b cure any default by You, and the unused portion va be returned to You within 90 days alb the end of the Agreement if We do out receive a payment in full on or before its due dale, You shalt pay a fee equal b the greater of 10% of the amount that is fate or 529.00. If any check is dishonored. You sham pay Us a fee of $20.00. 4. TERM: AUTOMATIC RENEWAL This Agreement is effective on the date that it is accepted by Us, and the term will begin on that date or any later date that We rksignate (Ore 'Commencement Date1 and will continue for the number of months sham on Page 1 Eft 'Initial Tenn'). As used herein, Present Term means the tear presently in effect at any time. whetlher it is the Initial Term or a Renewal Tern (defined below). Unless You notify Us in writing at least 60 days but not more than 120 days before the end of a Present Tenn that You intend to return the Equipment at the end of such present Term, then: (a) this Agreement will automatically renew for an additional one-year period (a'Renewal Tom' and (b) the payment terns and other terms of his Agreement will continue to apply. It You do hotly Us in writing nishn such time that You intend to return the Equipment at the end of a Present Teat Cum promptly upon the expiation of such Present Tenn You sham return the Equpment pursuant to Section 12. This Agreement is non -cancelable for the full Initial Term and for any and all Renewal Terms. 5. INDEMNIFiCATION. You shad nderuny and defend Us against and hold Us harmless for. any and all trains, actions, damages, liabilities, losses and costs (including but not ti mled to reasooablte agomeys' fees) made aganstUs, or sOered or incurred by Us, arising directly or indirectly out of of otherwise relating b, the delivery, installation, possession, ownership. use, loss of use. defect In or malfunction of the Equipment. This obligation sham survive he leagnation of NsAgreemnent 6. NO WARRANTIES. WE ARE PROVIDING THE EQUIPMENT TO YOU AS W. WE HAVE NOT MADE AND HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BYAPPLICABLE LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE We hereby tanster to You, without recatrse b Us, all automatically transferable warranties, if any, made to Us by the Vendors) of the Equipment. The parties hereto agree that the transaction documented in this Agreement is a linaoce lease' under Article 2A of the Unilorm Commercial Cage (the 'UCCI You hereby waive any and all rights and feruwSiss toutaned upon You by Article 2A of the UCC. If this Agreement is deemed b be a secured transaction, You hereby grant to Us a securay interest in the Equipment and as proceeds there al. You authorize Us to record a UCC financing statement to protect Our interests in the Equipment You may be entged under Article 2A of the UCC b the promises and warranties (f any) provided to Us by the Suppter(s) in connection wish or as part of the contract (d any) by which We acquire the Equipment You acknowledge that You are aware of One name of the Suppler or each item of Equipment and You may contact Me Supplier(s) lor an aoarate and complete statemuent of those promises and warranties (if any), hndudng any disclaimers and limitations of then or of remedies. 7. DELIVERY, LOCATION. OWNERSHIP, USE. MAINTENANCE OF ECUIPMENT. We are nolrespons'hle for delivery orinstamation of the Equipment You are responsmhte for Equipment maintnance loft extent Ne Supplier does not provide The same. You will not remove the Equipment tan the Equipment Location unless You first get Our pemrissan. It the Equipment's moved to a new locadort. We may increase the'Paymenr ardda'overagecharges by a reasonable amount In order to account for any Increased costs to the Supplier in providing covered service, parts and supplies to You. You shall give Us reasonable access tm the Equipment Location so hat We may inspect the Equipment whether performed prior to or after he Commencement Dale, and You agree to pay Our costs in connection therewith We will ova and have tine to the Equipment (excluding any software) during the Agreement if the Equipment includes any software () We don'town the software, (n) You are responsible for entering into any necessary software license agreements with the owners or ficenso s of such sot ware, (ui) You shall comply with the leans of all such agreements, 9 any, and (rv) any default by You udder any such agreements shall constitute a default by You under his Agreement You represent that the Equipment will be used so" for commercial purposes and not far personal. (amu7y or household purposes. You will use the Equprrwnt in accordance with all bm+s, operation manuals, service contacts (d any) and Insurance requirements, and shal not make any permanent alterations. Al Your own cost Youvillkeep the Equipment ngoodworkingorderandwarrantableconditionn.ordnarywearandtearexcepted('GoodCondr m). 6. LOSS: DAMAGE: INSURANCE. You shag, at all times Bring this Agreement n bear the risk of loss and damage b the Equipment and shall continue performing all Your obligations to Us even d it becomes damaged or sufers a loss, n keep the Equipment b=ed against all risks of damage and loss (Pmpery insurance) in an amount equal to its replacement cost, with Us named as sale loss payee: and Cut) carry public liability insurance covering bodh<y (nKury and property damage (l.iablity Insurance) in an amount acceptable b Us, with Us roamed as'addWrhat insured.* You have the choice of satisfying these insurance requirements by providing Us with satisfactory evidence of Property and UabiRy Insurance ('Irsu lance Proor), within 30 days of Cue Comiremtenuenl Dale. Such Insurance Prod must provide for at least 30 days prior mitten notice b Us before A may be canceled or lemnaraw and must contain other tans safstaclo y to Us. 0 you do not provide Us with insurance Proof whin 30 days of the Co nmenoement Date, or 0 such insurance laminates for any reason. then (a) You agree that Wie have the right but not the obligation, to obtain such Property Insurance aaft Liability Insurance it such lams and amounts from an insurer of Out choosing in oider b protect Our interests Mlhef Insurance'j, and (b) You agree Nat We may charge you a periodic charge for such Caw Insurance. This periodic charge will include reimbwwrient for premiums actiranced by Us to purchase Other Insurance, billing and frwJktg fees, charges for Our processing and related lees associated with lie Otter insurance, and a finance large of up to 18% per annum (or the maximum rate allowed by law, if less) on any advances We make for premiums (cobecfivey, Me *Insurance Chargej. A's andbr one ormore of our affiliates andtar agents may receive a portion of the Insurance Charge, which may include a pmfit We are out obligated to obtain, and may cancel. Other Insurance at any tine without notice to You. Any Other insurance need not name Youas an insured orpmtecl Ywr inlerests The insurance Charge may be higher than if You obtained Property and Liability Insurance on Your awn. 9_ ASSIGNMENT. You shall not sett Laufer, assignor otherwise encumber (cosecEvey, 'Transfer'1 this Agreement or Transfer or sublease any Equipment in whole or in part without Our prior written consent We may, without notice to You. Transfer Our interests in the Equipment andfor his Agreement in whole or in part to a third party (a'New Owner), in which rase tee New Owner will. lm the extent of such Transfer, have as of Our rights and berefts but vAI not have to perform Our obligations (d any). Any Transfer by Us wtl not relieve Us of Our obligations hereunder. You agree not to assert against the New Owner any claim, defense or offset You may have against Us. 10_ TAXES AND OTHER FEES. You are responsible for all taxes (including, without Imilaior, sales and personal property taxes, excluding only taxes based on Our Intone), assessments, license and registatnn lees and cOw governmental charges relating In this Agreements the Equipment (coIIecti'vey'Govemmental Changes). You agree b promptly pay Us. on demand. estimated future Governmental Charges. You authorize Is to pay any Governmental Charges as they become dare, and You agree to reimburse Us prompty upon demand for the full amount (less any estimated amounts previously paid by You). You agree to pay Us a fee for preparing and wing prssooal papery tax rtbras. You also agree to pay Us upon demand n fair all costs of filing. amending and releasing UCC financing statements, and (d) a docvmentatioiVpmrrssing fee in the amount set fah on Page 1 b cover Our investigation, documentation and other administrative costs In aigim&ig Nis Agreement You also agree to pay Us a fee, in accordance with Our current fee schedule, which may change from time b tine, for additional services We may provide to You at Your request You acknowledge that We may (on behaff of the Supplier) bill You for any supply freight fee that the Supplier charges fo shipping supplies to You. You agree that the fees set loth in his Agreement may Include a Prof- 11. DEFAULT. You wig be in default hereunder it You (1) fail b pay any amount due hereunder wi9ib 15 days of Vie due date, (2) breach or attempt to bleach any other term, representation or covenant set fork herein or in any other agreement between You and Us. (3) die (iYou are an ndividuaq, go out of business or commence dusotutah proceedings, (4) become insolvent ad alit Your inability b pay Your debts, make an assignment for he benefit of Your tredibrs (a enter into a similar arrangement), file (a there is Red against You) a bankruptcy, reorganization at similar proceeding or a proceeding for the appointment of a receiver. trustee or liquidator, or (5) suffer an adverse change in Your Rmancial condition and, as a result thereof or For any other reason. We deem Owsehres insecure. if You default. We may do ary or an of the lofowirg: (A) cancel Cts Agreement (B) require You to return the Equipmrent pursuant to Section 12, (C) take possession of andla tender the Equipment (ncitdrng any software) unusable (and for such purposes You hereby authorize Us and Our designees to enter Your premises, with or wnihoulprior notice or other process of lea), and sell, lease or otherwise dispose of the Equipment on such terms and in such manner as We may in Our sole discretion determine. (D) require You to pay to Us, on demand, an amount equal b the sum of (i) all Payments and other amounts hen due and past due, n all remaining Pa)rments for the remainder of the then Present Term discounted at a rate of 61% per annum, (m) the residual value of the Equipment estimated by Us at fhe inception of Cs A wm ent (as shown in Our books and records), discounted at a rate of 6% per annum, (iv) interest at 1.F1 per month on he amounts specified in clauses e . 7 and W above tom Cie date of demand to the date paid, and (v) all other amounts that may thereafter became due hereunder to the extent Nat We will be obligated to correct and pay such amounts to a hid party (such amounts specified in sub cfauses i through V referred to below as the 'Balance Due?, ardlor (E) exercise any other remedy available b Us under taw. You also agree to reimhsse Us on demand for all reasonable expenses of enforcement (including. without limitation, reasonable atameys' fees and ohw legal costs) and masw&e expenses of repossessinxg. Iotding, preparing tar disposZon. and disposition ('Remarketing) 61 the Equipment plus interest at 1.5% per month on the foregoing amounts tom he data of demand to the date paid. In the event We are successful in Remarketing the Equipment We sham give You a credit against he Balance Due in an amount equal to the present value of the proceeds received and to be received Lamm Remarketing rrinus the abavve-mentioned costs (the 'Net Pmceeds'j. If the Net Proceeds are loss than the Balance Due, You sham be liable for such deficiency Any delay or failure to enforce Our rights under this Agreement sham not mnsitula a waiver hereon The remedies set forth heen are cunutatve, are n aridhtion 10 any othervemedies provided for by applicable Ian+. and may be exercised concurrently or separately. 12. RETURN OF EQUIPMENT. H You are required to return the Equipment under this Agreement You shall, at Your expense, pmmptiy upon demand, send Cue Equipment b any locaian(s) that We may designate and pay Us a hared tghesbcdng lee o15250.00. The Equ ipnentmust be papery packed for sh limit, "lit prepaid and fully insured, and must be received in Good Condition (defined in Section 7). It the Equipment is not receivedwhlhia 15 days of the date of demand, You agree b continue making Payments and payng all odour amounts die hereunder until the Equipment is received by Us. We shag not be fable for any losses, directly or indirectly arising outo f or by reason of the presence andlor use of any and an proprietary information residing on or within any Equipment retuned to Us or repossessed by Us 13. APPLICABLE LAW: VENUE: JURISDICTION: SEVERAB1LfM. This Agreement shall be deemed fumy executed and performed in the Stale of lows and sham be gdvemed and construed in accordance with The taws thereof. You consent b and agree to the exclusive prisdiclion and venue of federal and stale tours located in the State of Iowa. YOU AND WE HEREBY WANE YOUR AND OUR RESPECTIVE RIGHTS TO A TRIAL BY JURY iN ANY LEGAL ACTION. U any amount charged or cotected under this Agntement is greater than the arnamt allowed by law (an'Excess Amount), Men n any Excess Amount charged but not yet paid w3 be waived by Us and (i) arty Excess Amount collec.Ied will be refunded b You or applied b any other amount Then due hereunder Each provision bereolshatl be interpreted b the maximum extent possible to be enforceable under applicable taw Harty pwsnn is o skued lobe u nenbmeabte, such Provision shall be ineffective only to the exlentol such unenfan eabsty mihoutnvakdaing the remainder hereof. % MISCELLANEOUS. You shalt furnish Us with current financial statements upon Our request. This Agreement may be executed in counterparts, each of which shall be deemed an rxiginat but all ofwthich bgether shall catstiaire The same docunent You acknowledge that You have received a copy of hfsAgreementand agree that a facsimile or other copy containing Your faxed or copied signalure may be treated as an original and will be admissible as evidence of thisAgree ment You waive notice of receipt ofacopyof this Agreemenlwith Ourer*W signature. You hereby represent b Us that this Agreement is tegaflybinding and enforceable against You in accordance with its teams. rCtiEEortte°i flr�aff Non -Appropriation Addendum (for State or Local Governmental Lease or Loan) LesseelRenter/Customer: Title of tease, rental or other agreement: McCall, City of dated Lessor or Lender. Lease, rental or contract #: This Non -Appropriation Addendum (this "Addendum") is made by and between the above -referenced lessee, renter or other customer ("Customer") and the above -referenced lessor -or. lender ("Creditor"). Introduction: Customer and Creditor are simultaneously herewith entering into the above -referenced lease, rental, loan or other credit agreement (the "Agreement'); and Customer and Creditor wish to modify and/or supplement the terms of the Agreement, as more particularly set forth herein below. This Addendum shall be effective as of the same date as the Agreement (the "Effective Date"). 1. Incorporation and Effect. This Addendum is hereby made a part of, and incorporated into, the Agreement as though fully set forth therein. As modified orsupplemented by the terms set forth herein, the provisions of the Agreement shall remain in full force and effect, provided that, in the event of a conflict between any provision of this Addendum and any provision of the Agreement, the provision of this Addendum shall control. In entering into this Addendum, it is the intent of Customer and Creditor to conform the terms and conditions of the Agreement to the requirements of all applicable federal, state And local laws, rules and regulations relating to govemmental entities and public finance. If any term or condition of this Addendum is unenforceable or unlawful, then such provision shall be deemed null and void without invalidating the remaining provisions of the Agreement. 2. Definitions. Capitalized terms herein that are not otherwise specifically defined herein shall have the same meanings as set forth in the Agreement As used in this Addendum, the following teens shall have the following -described meanings: "Goods" shall have the same meaning as the term "Equipment," "Leased Equipment," "Goods' or "Property' (or a similar term) as defined and used in the Agreement 3. Non-Appropriatl'on of Funds. Customer hereby represents, warrants and covenants to Creditor that (a) Customer intends -subject only to the provisions of this Section 3, to remit to Creditor all sums due and to become due under the Agreement for the full multi -year term thereof; (b) Customer's governing body has appropriated sufficient funds to pay all amounts due to Creditor during Customer's current fiscal period; (c) Customer reasonably believes that legally available funds in an amount sufficient to make all such payments for the.full multi -year term can be obtained; and-(d) Customer intends to do all things lawfully within its power to obtain and maintain funds from which all such, payments to become due during the full multi -year term of the Agreement, including making provision for such payments to the extent necessary in each budget or appropriation request submitted and adopted in accordance with applicable law. Notwithstanding the foregoing, the decision whether or not to budget and appropriate funds is within the discretion of Customer's governing body. In the event Customer's governing body fails to appropriate sufficient funds to make all payments and pay other amounts due and to become due during Customers next fiscal period. Customer may, subject to the terms hereof, terminate the Agreement as of the last day of the fiscal period for which appropriations were received (an "Event of Non -appropriation"). Customer agrees to deliver notice of an Event of Non -appropriation to Creditor at least 30 days prior to the end of Customer's then -current fiscal -period, or if an Event of Non -appropriation has not occurred by that date, promptly upon the occurrence of any such Event of Non -appropriation and to return the Goods pursuant to the return requirements stated in the Agreement on or before the effective date of termination. In the event the Agreement -is terminated following an Event of Non -appropriation, Customer.agrees (but only to the extent permitted by applicable taw) that, for a period of one (1) year from the effective date of such termination, Customer shall not purchase, lease, rent or otherwise acquire any personal property performing functions similar to those performed by the Goods, for use at the site where. the Goods are located, except as may be required for public. health, safety or welfare purposes, Customer and Creditor understand and intend that Customer's obligation to make payments and pay other amounts due under the Agreement shall constitute a current expense and shall not in any way be construed to be a debt in contravention of any applicable constitutional or statutory limitations or requirements concerning Customer's creation of indebtedness, nor shall anything contained herein constitute a pledge of Customer's general tax revenues, funds or monies. A. Additional Representations, Warranties and Covenants of Customer. In addition to the other representations, warranties and covenants made by Customer as set forth in the Agreement, Customer hereby represents, warrants and covenants to Creditor that: (a) Customer has the power and Authority under applicable law to enter into the Agreement and this Addendum and the transactions contemplated herein and therein and to perform all of its obligations hereunder and thereunder, (b) Customer has duly authorized the execution and delivery of the Agreement and this Addendum by appropriate official action of its governing body and has obtained such other authorizations, consents and/or approvals as are necessary to consummate the Agreement and this Addendum, (c) all legal and other requirements have been met, and procedures have occurred, to render the Agreement.and this Addendum enforceable against Customer in accordance with their terms, and Customer has complied with such public bidding.requirements as may applicable to the Agreement and this Addendum and the transactions contemplated herein and therein, (d) upon Creditor's request, Customer will provide Creditor with a copy of Customers current financial statements within 150 days after the end of each fiscal period, and (e) during the term of the Agreement, unless and until the Agreement is terminated in accordance with Section 3 above, Customer shall provide to Creditor, no later than 10 days prior to the end of each fiscal period, with current budgets or other proof of appropriation for the ensuing fiscal period, and such other financial information relating to Customers .ability to continue the Agreement, as Creditor may request. Customer hereby acknowledges that the representations, warranties and covenants made by Customer in this Addendum and those set forth in the Agreement are being materially relied upon by Creditor in entering Into the Agreement and this Addendum. 5. Indemnification. To the extent Customer is or may be obligated to indemnify, defend or hold Creditor harmless under the terms of the Agreement, any such indemnification obligation shall arise only to the extent permitted by applicable law and shall be limited solely to sums lawfully appropriated for such purpose in accordance with Section 3 above. 6. Remedies. To the extent Creditor's remedies for a Customer default under the Agreement include any right to accelerate amounts to become due under the Agreement, such acceleration shall be limited to amounts to become due during Customer's then current fiscal period. 7. Governing Law. Notwithstanding anything in the Agreement to the contrary, the Agreement and this Addendum shall be governed by, construed and enforced in accordance with the laws of the state in which Customer is located. 8. Miscellaneous. This Addendum, together with the provisions of the Agreement not expressly inconsistent herewith, constitutes the entire agreement between the parties with respect to the matters addressed herein, and shall supersede all prior oral or written negotiations, understandings and commitments. This Addendum may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall be deemed to constitute one and the same agreement. A facsimile or other copy of this Addendum with facsimle or copied signatures shall have the full force and effect of the original for all purposes, including the rules of evidence applicable to court proceedings. Customer. McCall, City of Creditor: By: X Print: U1514 v10 Title: MAINTENANCE AGREEMENT AXUMa,Cattpmcy ,.. - . EOCAr Ott t'O. REF CBy of McCall City of McCall Carrie Hunt rant SIO064 215E ParkSt 16 E Park St. ..:-- ttvaau•sRsm McCall ID 836M McCall.. 10 83638 nutwtE (208) 634-7142 2m) 634-3474 BLACK INIIIALMEiERRE1ID 1. lllOtlEt SERLAL EQUIPED BASECKAAGE BLACK AGES OVERAGE aot�oaWriutslaAre . n. RATE _ PAfiESIN .. �- - ,. �� _ tIIACR ODIAA i W7845P Included S000 - S 0.0050 Sao _ $ 0.05W a Police Department 3 . a.; s §*RA0QRZK4LWnATVW3tS0GW rA -. GROOEL SE,IMI EQlJIPIa tNmuMEtEARFAD 6t0DEL :. SEItl/U -, EQfrlP,ia INMALMEIERREAD BLACK' COLOR BLACK COLOR 1 6 - - ` ....,. a (aRAaatrxxMu 1t�S1�:rAO/ iaEanaEw IIASE DIME t ®LAcRPAGES mat;Dw COLORPAGESENCLUDEO 6IACK OVERAGE RATE COLOR OVERAGE RATE ALL UNITS US7ED-ABOVEARECOMOLIDATEDUNDERTHISPLAN . BASE IHUING FREQUENCT-YauwM be Wed the base rate In adrance OVERAGE BILLJNG FREQUENCY- You wRl be Wed averages In arrears Q MONTHLY ❑ QWIR1Hil.Y ❑ SEMI ANNUAL ❑ ANNUAL O MON 4Y ❑ QUARTERLY ❑ SEMI-ANNUAL ❑ ANNUAL FX ODHFItACT :'_ '"' All parts and labor, excludin¢ drums, masters and supplies. FM CONTRACT :._, ` �` .All parts and labor,, Including drums; excluding supplies. : ❑ All parts; tabor, drums and supplies; including developer and toner; excluding paper and staples. ❑+ CPCcOIOROOft RACC'. AS, labor, drains and su es; bnctud' develo r, tuner, fuser all; excludingpaper and staples. OICEPT10tK/A000MM0OA7t6I6 ❑ CONTRACT INCIUDES STAPLES ❑ 'tfisd. JSPEMNOTES ❑ COftTRA T INCUMES PAPER_ .. . Person to contact regarding meter reads and method of contact ❑ �ni84 ❑ R =* ❑ Fax ❑+ AuWmated Meta Sandy Ryska This agreement shall be renewed automatically upon approval by BOE and the attainment of the maximum, number of copies unless Customer notifies WE in writing at leastsbxty days prior. to the termination of the agreement. Customer agrees to pay the then current rate at the beginning of each subsequent agreement period. Pricing is based on current BOE published maintenance programs and is subjectto change. . THE ADDITIONALTERIMISAND CONDITIONS ONTHE REVERSE SIDE HEREOF ARE INCORPORATED IN AND MADE PART OF THIS AGREEMENT. NO ONE IS AUTHORIZED TO CHANGE, ALTER OR AMEND THETERMS OR CONDITIONS OFTHIS AGREEMENT UNLESS AGREED TO IN WRITING BY BOTH PARTIES. BY SIGNING THISAGREEMENTYOU ACKNOWLEDGE RECEIPT OF PAGE TWO AND AGREETO THE TERMS ON BOTH PAGES 1 AND 2 OF THIS AGREEMENT. wnac.*.psK�►xVRt _. _ _ -.- -. _._ ..: ,.aZ, _ sarutuR-awswasortvo Matt x x! ! ,t 1,q baxA�uRr-caasRmt snvuwxurR _, MAX ft�Tk1Y¢' r: x q t�. _ `:J r1i} � ,G sw+unnc.aoRnucrRautswwcu �.r o►tc raa. x