HomeMy Public PortalAbout2019.07.11 BOE Agreement MAINTENANCE AGREEMENT
7,111.1.1'
LOCATION: BILL TO: SALES REP
City of McCall City of McCall Dane Hunt
N CUSTOMER NUMBER-BILL TO:
g 216 E Park St 216 E Park St
0
CUSTOMER NUMBER-SHIP TO:
u' McCall ID 83638 McCall ID 83638
CONTRACT START DATE:
(208)634-7142 (208)634-7142
INITIAL METER READ
MODEL SERIAL EQUIP ID BASE CHARGE BLACK PAGES BLACK COLOR COLOR OVERAGE RATE
INCL OVERAGE RATE PAGES INa
BLACK COLOR
o f C8045 $ 0 $ o.00so 0 $ o.osoo
m
z
A 3 NASPO Pricing
a q
c 6
6
FOR ADDITIONAL UNITS ATTACH SCHEDULE A
BINII
INITIAL METER READ INITIAL METER READ
MODEL SERIAL EQUIP ID MODEL SERIAL EQUIP ID
c BLACK COLOR BLACK COLOR
Q. 5
.OG . 6
m 3 7
a
II 4 8
FOR ADDITIONAL UNITS ATTACH SCHEDULE A
2 BASE CHARGE BLACK PAGES INCL COLOR PAGES INCLUDED
0
U BLACK OVERAGE COLOR OVERAGE RATE
ALL UNITS LISTED ABOVE ARE CONSOLIDATED UNDER THIS PLAN
in BASE BILLING FREQUENCY-You will be billed the base rate in advance OVERAGE BILLING FREQUENCY-You will be billed overages in arrears
ES MONTHLY ❑QUARTERLY ❑SEMI-ANNUAL ❑ANNUAL 0 MONTHLY QUARTERLY ❑SEMI-ANNUAL ❑ANNUAL
I—
❑ FX CONTRACT All parts and labor;excluding drums,masters and supplies.
❑ FM CONTRACT All parts and labor;including drums;excluding supplies.
❑ CPC CONTRACT
All parts,labor,drums and supplies;including developer and toner;excluding paper and staples.
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ID CPC COLOR CONTRACT
All parts,labor,drums and supplies;including developer,toner,fuser oil;excluding paper and staples.
t7LCEPTIONS/ACCOMMODATIONS/SPECIAL ❑CONTRACT INCLUDES STAPLES ❑MISC.
NOTES ❑CONTRACT INCLUDES PAPER
IIIIIIIIII� �
Person to contact regarding meter reads and method of contact ❑ E-mail 0 Male_
c ❑ Fax ❑ Automated Meter
0
This agreement shall be renewed automatically upon approval by BOE and the attainment of the maximum number of copies unless Customer notifies BOE in writing
v at least sixty 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 subject to change.
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THE ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF ARE INCORPORATED IN AND MADE PART OF THIS AGREEMENT.NO ONE IS AUTHORIZED
o TO CHANGE,ALTER OR AMEND THE TERMS OR CONDITIONS OF THIS AGREEMENT UNLESS AGREED TO IN WRITING BY BOTH PARTIES.BY SIGNING THIS AGREEMENT
YOU ACKNOWLEDGE RECEIPT OF PAGE TWO AND AGREE TO THE TERMS ON BOTH PAGES 1 AND 2 OF THIS AGREEMENT.
w AUTHORIZEDSIGNATURE DATE SIGNATURE-Rah D.VN,Con*oiler DATE
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� � it/I ro X TI 10 SIGNATURE- M SMITH,SERVICE MANAGER DATE
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FME E X
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\7/I I`oQ■ SIGNATURE-CONTRACT enUNG MANAGER DATE
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BOE's Service Manager's Signature must appear on contract to enforce the terms and conditions stated above.
TERMS AND CONDITIONS
1)All agreements include the following:Unlimited service calls and parts(parts as classified by the manufacturer).
2).AII agreements exclude the following unless specified on the front of this contract:
Copiers:External cards,coin operated equipment,color supplies,paper,staples,hard drives and software/connected hardware.
Fax machines:Thermal heads,process units,fuser units and paper.
Printers:Thermal heads on Zebra printers.
Connected equipment:Connected equipment will be covered up to the computer/network connection of the copier.Service calls caused by computer/network will be charged at the current published hourly
labor rate.
3).Boise Office Equipment(BOE)agrees to provide emergency service and all maintenance on the equipment listed on the front of this agreement for a period of one year or the allotted copy allowance,
whichever comes first,except as follows:
a.Repairs resulting from causes other than the normal use,abuse or misuse by the operator,operator-inflicted damage to copier,drums,use of supplies,spare parts,or paper that do not meet
manufacturer's specifications and cause abnormal service problems.
b.Fire,accident,theft or damage to the machine due to repairs/or movement by someone other than an authorized dealer representative.
c.Reconditioning,rebuilding,or overhaul of equipment.
d.Changes of toner,toner bags,staples,paper,or installation of accessories and process units.
e.Assembly,disassembly or moving of equipment.
4).TERM:This contract is for twelve(12)months from inception and is automatically renewed for successive twelve(12)month periods unless written cancellation notice Is received by either party thirty(30)
days prior to the end of the current term.In order to continue providing quality service,the cost of the Maintenance Agreement may be escalated on the anniversary date upon renewal.The contract will not
be Increased more than ten percent upon renewal for the first 5 years.Early termination of this agreement may take place;however,the following fees will be collected if cancellation takes place between:
• 1-4 months—4 times monthly minimum amount of contract • 5-8 months—3 times monthly minimum amount of contract
• 9-12 months—2 times monthly minimum amount of contract
Early termination charges will not be assessed if:
a,The customer elects to trade to other equipment offered by Boise Office Equipment and covered by Maintenance Agreement.This replacement equipment must be intended to perform the same
functions as the equipment traded in.
b.
The customer elects to convert to another Maintenance Agreement and the term of the new agreement is equal to or greater than the remaining term of this agreement at the time of the conversion.
5),If toner Ls Included,the consumption shall be within 10%of the manufacturer's suggested yields at the manufacturer's listed fill rates.A charge for toner consumption exceeding ten percent of
manufacturer's suggested yields will be charged at our current retail price,Shipping for contracts that Include supplies will be via UPS Ground.All shipping methods such as UPS Ground,UPS Next Day,
messenger service,etcetera will be billed to the customer and may include any special processing charges.
6).BOE shall not be responsible for repairs or maintenance resulting from the use of supplies or parts not obtained from BOE.The quality of such parts and supplies varies widely and cannot be warranted by
BOE.Therefore,use of supplies not purchased through BOE will void your contract.
7).8OE shall not be responsible for delays,inability to provide service calls due to strikes,accidents,embargoes,act of God or any other event beyond its control.All Service under this agreement shall be
rendered during normal working hour of 8:00 A.M.to 5:00 P.M.Monday through Friday except for Holidays.
B).BREAQI OR DEFAULT
If the customer does not pay all charges for maintenance or parts as provided hereunder,promptly when due:(1)BOE may(a)refuse to service the equipment or;(b)furnish service on a C.O.D."Per Call"basis
at published labor rates and(2)the customer agrees to pay BOE costs and expenses of collection including the reasonable attomey's fees permitted by law in addition to all other rights and remedies available
to BOE.All equipment sold by BOE is designed to give excellent performance when operated within the following guidelines:
a.Equipment must be placed in a normal office setting with sufficient amount of space for access,free from excessive dust,humidity,temperatures and ammonia or other corrosive fumes.
b.Equipment must be operated on an isolated electrical line,if so noted on the reverse side of this agreement.Equipment must always be operated on a UL approved electrical circuit,with proper current,
voltage and type of outlet,as specified by the original manufacturer.
c. Equipment should be operated within the specified operational(including usage)specifications.
d.Only supplies with manufacturer required specifications may be used.
9).BOE reserves the right to inspect all equipment to be covered under a maintenance agreement to determine that it is in good mechanical condition prior to the effective date of the agreement.Should the
equipment require repair or overhaul prior to acceptance of such repairs,If requested,repairs will be made at the hourly rate plus the cost of parts.
10).When at its sole discretion,BOE determines a shop recondition is necessary to keep the equipment in working condition,BOE will submit to customer an estimate of needed repairs and the cost,which will
be in addition to the charge payable under the maintenance agreement.If the customer does not authorize such reconditioning,BOE may discontinue service of the agreement,or refuse to renew this
agreement upon its expiration.Thereafter,service will be available on a"per call"basis at published rates.
11).This agreement Is not refundable or transferable to a third party,If the equipment Is traded in on new BOE equipment any unused portion of the yearly contract shall be pro-rated and applied toward the
maintenance of the new equipment.This Is determined by tine or usage;whichever comes first.
12).No credit will be applied toward unused copy allowance.Unused copies are lost.
13),In the event a manufacturer discontinues parts or supplies for your machine this agreement may be terminated and the unused portion maybe transferred to a new machine purchased through BOE.
14).Other than the obligations set forth herein,BOE DISCLAIMS AU.WARRANTIES,EXPRESSED OR IMPUED,INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR USE,OR FITNESS FOR A
PARTICULAR PURPOSE.ROE SHALL NOT BE RESPONSIBLE FOR DIRECT,INCIDENTAL OR CONSEQUENTIAL DAMAGES,INCLUDING BUT NOT LIMITED TO,DAMAGES ARISING OUT OF THE USE PERFORMANCE OF
THE EQUIPMENT OR THE LOSS OF THE USE OF THE EQUIPMENT AND THE CUSTOMER HEREBY WAIVES ANY CLAIMS RELATED THEREBY.
15).Miscellaneous:
a.This agreement shall be governed by and construed according to the laws of the State of Idaho applicable to agreements wholly negotiated,executed and performed In Idaho.This Agreement constitutes
the entire agreement of the parties with respect to the goods and Services to be provided hereunder and supersedes any and all prior agreements or understandings,proposals,or advertisements,
writings,representations,or oral or written statements or communications with respect to their subject matter.Buyer agrees that any oral statements by BOE representatives or writings not signed by an
authorized officer of BOE are not warranties and are not part of this agreement.BOE reserves the right to cancel this agreement for any reason based on a 30 day written notice.
b.Full Service Maintenance is only available for equipment having a valid manufacturer serial number and UL certification.
c.The customer agrees to make available and designate a suitable key operator for the training in the use of the equipment.Should the employment status of designated operator change so as to affect the
operator's availability to perform this assignment the customer shall inform BOE immediately.A key operator shall be responsible for providing BOE meters when needed.If no meter is received BOE
reserves the right to utilize past meters to estimate any required meter in order to process service coverage billing.BOZNIF01111 be'fftalled on PC that is on during normal business hours.If not installed
and manual meters are required,a$25.00 fee will be charged per overage cycle. 1l
d.Customer shall pay all federal,state and local sales,use property,excise or other taxes Imposed on or with respect to the purchase price listed on the reverse side of this agreement.
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e.BOE is hereby authorized to offset any past balance against amounts due customer at termination.Customer agreesttut_til }(I h4l1ave any past true b�1atlas MthsB atreaaet/sprrlge�yti "
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this agreement will be suspended until such past due balances shall have been satisfied. j7'�`, J'� j l
16).Addition of Equipment-In the instances where a printer is being added to a current BOE360 contract the printer model numiier,serial number and current print count needs to be supplied to BOE prior to
any unit being added to existing coverage.Based on this information BOE will determine If this unit can be added to the current service agreement.
a.Customer is required to immediately notify BOE of any additional equipment at Customer's site capable of using BOE supplied toner cartridges.This will Include any new equipment added or existing
equipment not included In the original contract due to errors or omissions.Such equipment shall automatically be covered by this Agreement and shall be considered the"Equipment"for all purposes
under this agreement.
aistonxr .
WELLS
FARGO
Image Management Agreement
Wells Fargo Financial Leasing,Inc. I 800 Walnut,4th floor I Des Moines,Iowa 50309 I Phone:800-247-5083
Customer Information:Customer's Full Legal Name(-You'and"Your"): Supplier Information:Supplier Name('Supplier'):
City of McCall BOE
Address: Address:
216 E Park 330 N Ancestor PI
City/State/Zip Code: City/State/Zip Code:
McCall ID 83638 Boise ID 83704
Telephone Number: Federal Tax ID#: County:
208-634-7142
Equipment Information: Equipment Location(if different than address shown above):
❑See Attached Equipment Schedule
Quantity Equipment Make,Model/Accessories Serial Number Starting Meter "Service Only"
1 Xerox C8045 ❑
1 Xerox 3330 0
Term And Payment Information: Initial Term: 60 months Payment*: $170.25 (*plus applicable taxes)
Payment Period is"Monthly"unless otherwise noted here: Security Deposit: $ Documentation/Processing Fee: $99.00
Advance Payment: $ applied to: 0 1st Payment 0 Last Payment 0 1st and Last Payments
Payment includes 0 B&W copies per month Overages billed at$ per B&W copy*
Payment includes 0 Color copies per month Overages billed at$ per Color copy*
Payment includes B&W prints per month Overages billed at$ per B&W print*
Payment includes Color prints per month Overages billed at$ per Color print*
You acknowledge and agree that this agreement(as amended from time to time,the"Agreement")represents the complete and exclusive agreement between You and Us regarding the
subject matter herein and supersedes any other oral or written agreements between You and Us regarding such matters.This Agreement can be changed only by a written agreement
between You and Us.Other agreements not stated herein(including,without limitation,those contained in any purchase order or service agreement between You and the Supplier)are not
part of this Agreement.To help the government fight the funding of terrorism and money laundering activities,U.S Federal law requires financial institutions to obtain,verify and record
information that identifies each person(individuals or businesses)who opens an account.What this means for You:When You open an account or add any additional service,We will ask
You for Your name,address,federal employer identification number and other information that will allow Us to identify You.We may also ask to see other Identifying documents.
1. EQUIPMENT RENTAL.You agree to rent from Us the personal property listed above(together with all existing and future accessories,attachments,replacements and embedded
software,the"Equipment") upon the terms slated herein.This Agreement is binding on You as of the date You sign it.You agree that after You sign, We may insert or correct any
information missing on this Agreement,induding Your proper legal name,serial numbers and any other information describing the Equipment,and change the Payment by up to 15%due
to a change in the Equipment or its cost or a tax or payment adjustment.
2. EQUIPMENT SERVICE,SUPPLIES;UNCONDITIONAL OBLIGATION.The Supplier has agreed to provide You with Equipment service during normal business hours and to
provide You with all toner,developer and parts necessary for You to produce copies and prints,all of which are included in the Payment amount.However,You agree that:(a)You must
separately purchase all other supplies,including,without limitation,copier paper,at Your own cost,and(b)You must separately purchase Equipment service outside the Supplier's normal
business hours and any service,parts or supplies required by your misuse of the Equipment or failure to follow the manufacturer's suggested use Instructions.You agree that:(i)We are a
separate and independent company from the Supplier, manufacturer and any other vendor(collectively,"Vendors"), and the Vendors are NOT Our agents; (ii) No representation or
warranty by any Vendor is binding on Us,and no Vendor has authority to waive or alter any term of this Agreement;(iii)You,not We,selected the Equipment and the Vendors based on
Your own judgment;(iv)Your obligations hereunder are absolute and unconditional and are not subject to cancellation,reduction or setoff for any reason whatsoever(including,without
limitation,any Equipment failure or any Vendor's failure to provide You with any Equipment service,parts or supplies);(v)We are not responsible for providing You with Equipment service,
parts or supplies,or for any other obligations that the Supplier owes to You(even though We may,as a convenience to You and the Supplier,bill and collect monies owed by You to the
Supplier),and no breach by the Supplier will excuse You from performing Your obligations to Us hereunder;and(vi)If the Equipment is unsatisfactory or if any Vendor fails to provide any
service or fulfill any other obligation to You,You shall not make any daim against Us and shall continue to fully perform under this Agreement With respect to any equipment designated
as"Service Only",You acknowledge and agree that:(I)We do not own such equipment,(ii)such equipment is not provided or rented to You pursuant to the terms of this Agreement,(iii)
the Supplier has agreed to provide service and supplies for such equipment in accordance with the terms of this Section 2,and(iv)the portion of the Payment attributable to such"service
only'equipment includes payment only for the service and supplies provided by the Supplier pursuant to this Section 2 and not for the use or rental of such equipment
3. PAYMENTS.You agree to pay Us an interim rent charge as reasonably calculated by Us for the period from the date the Equipment is delivered to You until the Commencement
Date.The payment for this interim period will be based on the Payment prorated on a 30 day calendar month and will be added to Your first invoice.Each Payment Period,You agree to
pay Us,by the due date set forth on Our invoice to You(i)the Payment,(ii)the applicable overage charges for each metered copy or print in excess of the applicable number of copies or
prints induded in the Payment,and(iii)applicable taxes and other charges provided for herein.You agree to pay the minimum Payment amount even if You do not make the applicable
number of copies or prints in a given month.There are no"credits"that carry over from any Payment Period during which You make fewer than the applicable number of induded copies
or prints.You agree that We may increase the Payment and/or the applicable overage charges once each year during the Term,by an amount not to exceed 15%per year.At Our option,
You will(a)provide Us by telephone or facsimile with the actual meter readings when We so request,(b)allow Us to attach an automatic meter reading device to the Equipment,or(c)
allow Us access to the Equipment to obtain meter readings or audit the meter reading device.If We request You to provide Us with meter readings and You fail to do so within 7 days of
Our request,then(i)We may estimate the number of copies and prints made and invoice You accordingly,and(Ii)We will adjust the estimated charge for overages upon receipt of actual
meter readings.Restrictive endorsements on checks will not be binding on Us.All payments received will be applied to past due amounts and to the current amount due in such order as
We determine.Any security deposit that You pay is non-interest bearing,may be commingled with Our funds,may be applied by Us at any time to cure any default by You,and the
unused portion will be retumed to You after You have satisfied all of Your obligations hereunder.If We do not receive a payment in full on or before its due date,You shall pay a fee equal to
the greater of 10%of the amount that is late or$29.00(or the maximum amount permitted by applicable law if less).You shall pay Us a retumed check or non-suffident funds charge of
$20.00 for any retumed or dishonored check or draft.
4. TERM;AUTOMATIC RENEWAL.The term of this Agreement will begin on the date that it is accepted by Us or any later date that We designate(the"Commencement Date")and
will continue for the number of months shown above(the"Initial Term").As used herein,"Term"means the term presently in effect at any time,whether it is the Initial Term or a Renewal
Term(defined below).Unless You notify Us in writing at least 60 days but not more than 120 days before the end of the Term(the"Notice Period")that You intend to
return the Equipment at the end of such Term,then: (a)this Agreement will automatically renew for an additional three-month period(a"Renewal Term')and(b)all
terms of this Agreement will continue to apply.If You do notify Us in writing within the Notice Period that You intend to return the Equipment at the end of the Term,then You shall return
the Equipment pursuant to Section 12.This Agreement is non-cancelable for the full Term.
5. INDEMNIFICATION.You shall indemnify and hold Us harmless from and against,any and all daims,actions,damages,liabilities,losses and costs(induding but not limited to
reasonable attorneys'fees)made against Us,or suffered or incurred by Us,arising directly or indirectly out of,or otherwise relating to,the delivery,installation,possession,ownership,
BY SIGNING BELOW,CUSTOMER ACKNOWLEDGES RECEIPT OF PAGE 2 OF THIS AGREEMENT AND AGREES TO THE TERMS ON BOTH PAGES 1&2
Customer:(identified above) Wells Fargo Financial Leasing,Inc.("We;'Us,"'Our"and"Owner")
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Print a e: Tex IiIto 04 no Title:(y /p,i I O y Print name: Title:
�'�'(�J{^ Agreement Number:
#2417766 vl OA-QR IMA(10/02/13) Page 1 of 2
use,loss of use,defect in or malfunction of the Equipment.This obligation shall survive the termination of this Agreement. We shall not be liable to You for any damages of any kind,
induding any liability for consequential damages,arising out of the use of or the inability to use the Equipment.
6. NO WARRANTIES.WE ARE PROVIDING THE EQUIPMENT TO YOU"AS IS".WE HAVE NOT MADE AND HEREBY DISCLAIM ANY AND ALL WARRANTIES,EXPRESS
OR IMPLIED,ARISING BY APPLICABLE LAW OR OTHERWISE,INCLUDING WITHOUT LIMITATION,THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE.The parties hereto agree that this Agreement is,or shall be treated as,a"finance lease"under Article 2A of the Uniform Commercial Code(the"UCC").
You hereby waive any and all rights and remedies conferred upon You by Article 2A of the UCC If this Agreement is deemed to be a secured transaction,You hereby grant to Us a security
interest in the Equipment and all proceeds thereof.You authorize Us to record UCC financing statements to protect Our interests in the Equipment.You may be entitled under Artide 2A of
the UCC to the promises and warranties(if any)provided to Us by the Supplier(s)in connection with or as part of the contract(if any)by which We acquire the Equipment,which warranty
rights We assign to You for the Term(provided You are not in default).You acknowledge that You are aware of the name of the Supplier of each item of Equipment and You may contact
the Supplier(s)for an accurate and complete statement of those promises and warranties(if any),induding any disclaimers and limitations of them or of remedies.
7. DELIVERY; LOCATION; OWNERSHIP; USE AND MAINTENANCE. We are not responsible for delivery or installation of the Equipment.You are responsible for Equipment
maintenance to the extent the Supplier does not provide the same.You will not remove the Equipment from the Equipment Location unless You first get Our permission.If the Equipment
is moved to a new location,We may increase the Payment and/or"overage"charges 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 to the Equipment Location so that We may inspect the Equipment,and You agree to pay Our costs in
connection therewith.We will own and have tide to the Equipment(excluding any software)during the Agreement If the Equipment indudes any software:(i)We don't own the software,
(ii)You are responsible for entering into any necessary software license agreements with the owners or licensors of such software, (iii)You shall comply with the terms of all such
agreements,if any,and(iv)any default by You under any such agreements shall constitute a default by You under this Agreement.You agree that the Equipment is and shall remain
personal property and without Our prior written consent,You shall not permit it to become(i)attached to real property or(ii)subject to liens or encumbrances of any kind.You represent
that the Equipment will be used solely for commercial purposes and not for personal,family or household purposes.You will use the Equipment in accordance with all laws,operation
manuals,service contracts(if any)and insurance requirements,and shall not make any permanent alterations to it.At Your own cost,You will keep the Equipment in good working order
and warrantable condition,ordinary wear and tear excepted("Good Condition").
8. LOSS; DAMAGE; INSURANCE. You shall, at all times during this Agreement, (I) bear the risk of loss and damage to the Equipment and shall continue performing all Your
obligations to Us even If it becomes damaged or suffers a loss,(ii)keep the Equipment insured against all risks of damage and loss("Property Insurance")in an amount equal to its
replacement cost,with Us named as sole"loss payee"(with a lender's loss payable endorsement if required by Owner or its Assignee),and(iii)carry public liability insurance covering
bodily injury and property damage("Liability Insurance")in an amount acceptable to Us,with Us named as an additional insured thereunder.You have the choice of satisfying these
insurance requirements by providing Us with satisfactory evidence of Property and Liability Insurance("Insurance Proof"),within 30 days of the Commencement Date.Such Insurance
Proof must provide for at least 30 days prior written notice to Us before it may be cancelled or terminated and must contain other terms satisfactory to Us.If you do not provide Us with
Insurance Proof within 30 days of the Commencement Date,or if such insurance terminates for any reason,then(a)You agree that We have the right,but not the obligation,to obtain
such Property Insurance and/or Liability Insurance in such forms and amounts from an insurer of Our choosing in order to protect Our interests("Other Insurance"),and(b)You agree that
We may charge you a periodic charge for such Other Insurance.This periodic charge will indude reimbursement for premiums advanced by Us to purchase Other Insurance,billing and
tracking fees,charges for Our processing and related fees assodated with the Other Insurance,and a finance charge of up to 18%per annum(or the maximum rate allowed by law if less)
on any advances We make for premiums(collectively,the"Insurance Charge").We and/or one or more of our affiliates and/or agents may receive a portion of the Insurance Charge,
which may include a profit We are not obligated to obtain,and may cancel,Other Insurance at any time without notice to You.Any Other Insurance need not name You as an insured or
protect Your interests.The Insurance Charge may be higher than if You obtained Property and Liability Insurance on Your own.
9. ASSIGNMENT.You shall not sell,transfer,assign or otherwise encumber(collectively,"Transfer")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 and/or this Agreement,in whole or in part,to a third party(an"Assignee"),in
which case the Assignee will,to the extent of such Transfer,have all of Our rights and benefits but will not have to perform Our obligations(if any).Any Transfer by Us will not relieve Us of
Our obligations hereunder.You agree not to assert against the Assignee any claim,defense or offset You may have against Us.
10. TAXES AND OTHER FEES.You are responsible for all taxes(including,without limitation, sales, use and personal property taxes,excluding only taxes based on Our income),
assessments,license and registration fees and other govemmental charges relating to this Agreement or the Equipment(collectively"Governmental Charges'').Sales or use taxes due
upfront will be payable over the Initial Term,with a finance charge.You authorize Us to pay any Governmental Charges as they become due,and You agree to reimburse Us promptly upon
demand for the full amount You agree to pay Us a fee for Our administration of taxes related to the Equipment You also agree to pay Us upon demand(i)for all costs of filing,amending
and releasing UCC financing statements,and(ii)a documentation/processing fee in the amount set forth on Page 1(or as otherwise agreed to).You also agree to pay Us a fee for
additional services We may provide to You at Your request during this Agreement.You acknowledge that We may(on behalf of the Supplier)bill You for any supply freight fee that the
Supplier charges for shipping supplies to You.If You so request and We permit the early termination of this Agreement,You acknowledge that there may be a cost or charge to You for
such privilege.You agree that the fees and other amounts payable under this Agreement may include a profit to Us and/or the Supplier.
11. DEFAULT;REMEDIES.You will be in default hereunder if(1)You fail to pay any amount due hereunder within 15 days of the due date,(2)You breach or attempt to breach any
other term, representation or covenant herein or in any other agreement now existing or hereafter entered into with Us or any Assignee, (3) an event of default occurs under any
obligation You may now or hereafter owe to any affiliate of Us or any Assignee,and/or(4)You and/or any guarantors or sureties of Your obligations hereunder(i)die,(ii)go out of
business,(iii)commence dissolution proceedings,(iv)merge or consolidate into another entity,(v)sell all or substantially all of Your or their assets,or there is a change of control with
respect to Your or their ownership,(vi)become insolvent,admit Your or their inability to pay Your or their debts,(vii)make an assignment for the benefit of Your or their creditors(or enter
into a similar arrangement),(viii)file,or there is filed against You or them,a bankruptcy,reorganization or similar proceeding or a proceeding for the appointment of a receiver,trustee or
liquidator,or(ix)suffer an adverse change in Your or their financial condition.If You default,We may do any or all of the following:(A)cancel this Agreement,(B)require You to promptly
retum the Equipment pursuant to Section 12,(C)take possession of and/or render the Equipment(Including any software)unusable(and for such purposes You hereby authorize Us and
Our designees to enter Your premises,with or without prior notice or other process of law),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,liquidated damages in an amount equal to the sum of(i)all Payments and other amounts then due and
past due,(ii)all remaining Payments for the remainder of the Term discounted at a rate of 6%per annum,(iii)the residual value of the Equipment estimated by Us at the inception of this
Agreement(as shown in Our books and records),discounted at a rate of 6%per annum,(iv)interest on the amounts specified in clauses'I","ii"and"III"above from the date of demand
to the date paid at the rate of 1.5%per month(or the maximum amount permitted by law if less),and(v)all other amounts that may thereafter become due hereunder to the extent that
We will be obligated to collect and pay such amounts to a third party(such amounts specified in sub-clauses'I"through'V'referred to below as the"Balance Due"),and/or(E)exercise
any other remedy available to Us under law.You also agree to reimburse Us on demand for all reasonable expenses of enforcement(induding,without limitation,reasonable attorneys'
fees and other legal costs)and reasonable expenses of repossessing,holding,preparing for disposition,and disposition("Remarketing")of the Equipment,plus interest at the rate in sub-
clause(iv)on the foregoing amounts from the date of demand to the date paid.In the event We are successful in Remarketing the Equipment,We shall give You a credit against the
Balance Due in an amount equal to the present value of the proceeds received and to be received from Remarketing minus the above-mentioned costs(the"Net Proceeds").If the Net
Proceeds are less than the Balance Due,You shall be liable for such deficiency.Any delay or failure to enforce Our rights hereunder shall not constitute a waiver thereof.The remedies set
forth herein are cumulative and may be exerdsed concurrently or separately.
12. RETURN OF EQUIPMENT.If You are required to return the Equipment under this Agreement,You shall,at Your expense,send the Equipment to any location(s)that We may
designate and pay Us a handling fee of$250.00.The Equipment must be property packed for shipment,freight prepaid and fully insured,and must be received in Good Condition(defined
in Section 7).All terms of this Agreement,induding Your obligation to make Payments and pay all other amounts due hereunder shall continue to apply until the Equipment is received by
Us in accordance with the terms of this Agreement.You are solely responsible for removing all data from any digital storage device,hard drive or other electronic medium prior to returning
the Equipment or otherwise removing or allowing the removal of the Equipment from Your premises for any reason(and You are solely responsible for selecting an appropriate removal
standard that meets Your business needs and complies with applicable laws).We shall not be liable for any losses,directly or indirectly arising out of,or by reason of the presence and/or
use of any information,images or content retained by or resident in any Equipment returned to Us or repossessed by Us.
13. APPLICABLE LAW;VENUE;JURISDICTION;SEVERABILITY.This Agreement shall be deemed fully executed and performed in the state of Iowa and shall be governed and
construed in accordance with the laws of the state of Iowa.If Owner or its Assignee shall bring any judicial proceeding in relation to any matter arising under this Agreement,You hereby
irrevocably agree that any such matter may be adjudged or determined in any court or courts in the state of Iowa or the state of Owner's or its Assignee's principal place of business,or in
any other court or courts having junsdiction over You or Your assets,all at the sole election of Owner or its Assignee.You hereby irrevocably submit generally and unconditionally to the
jurisdiction of any such court so elected by Owner or its Assignee in relation to such matters and irrevocably waive any defense of an inconvenient forum to the maintenance of any such
action or proceeding.YOU AND WE HEREBY WAIVE YOUR AND OUR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY LEGAL ACTION.If any amount charged or collected
under this Agreement is greater than the amount allowed by taw(an"Excess Amount"),then(i)any Excess Amount charged but not yet paid will be waived by Us and(ii)any Excess
Amount collected will be refunded to You or applied to any other amount then due hereunder.Each provision hereof shall be interpreted to the maximum extent possible to be enforceable
under applicable law.If any provision is construed to be unenforceable,such provision shall be ineffective only to the extent of such unenforceability without invalidating the remainder
hereof.
14. MISCELLANEOUS.You shall furnish Us or an Assignee with current financial statements upon request by Us or an Assignee.You authorize Us or an Assignee to(a)obtain credit
reports or make credit inquiries In connection with this Agreement, and (b) provide Your credit application,information regarding Your account to credit reporting agencies,potential
Assignees,Vendors and parties having an economic interest in this Agreement and/or the Equipment This Agreement may be executed in counterparts,each of which shall be deemed an
original,but all of which together shall constitute the same document;provided,however,only the counterpart which is marked"Original"and is in Our pocesion shall constitute chattel
paper under the UCC.You acknowledge that You have received a copy of this Agreement and agree that a facsimile or other copy containing Your faxed, copied or electronically
transmitted signature may be treated as an original and will be admissible as evidence of this Agreement.You waive notice of receipt of a copy of this Agreement with Our original
signature.You hereby represent to Us that this Agreement is legally binding and enforceable against You in accordance with its terms.
#2417766 vl OA-QR IMA(10/02/13) Page 2 of 2
BLS
FARGt
Non-Appropriation Addendum
Wells Fargo Financial Leasing,Inc.18Oo Walnut,4th floor I Des Moines,Iowa 50309 I Phone:800-247 5083
Title of lease,rental or other agreement: (the"Agreement")
Lessee/Renter/Customer: City of McCall ("Customer")
This Addendum(this"Addendum")is entered into by and between Customer and Wells Fargo Financial Leasing,Inc. ("Company"). This Addendum shall be effective as of
the effective date of the Agreement.
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 or
supplemented 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.
2. GOVERNMENTAL PROVISIONS.Customer hereby represents,warrants and covenants to Company that: (a)Customer intends,subject only to the provisions of this
Addendum,to remit to Company all sums due and to become due under the Agreement for the full term;(b)Customer's governing body has appropriated sufficient funds to
pay all payments and other amounts due during Customer's current fiscal period; (c) Customer reasonably believes that legally available funds in an amount sufficient to
make all payments for the full term of the Agreement can be obtained; and(d)Customer intends to do all things lawfully within its power to obtain and maintain funds from
which payments due under the Agreement may be made, including making provision for such payments to the extent necessary in each budget or appropriation request
submitted and adopted in accordance with applicable law.If Customer's governing body fails to appropriate sufficient funds to pay all payments and other amounts due and
to become due under the Agreement in Customer's next fiscal period("Non-Appropriation"),then(i)Customer shall promptly notify Company of such Non-Appropriation,(ii)
the Agreement will terminate as of the last day of the fiscal period for which appropriations were received, and (iii) Customer shall return the Equipment to Company
pursuant to the terms of the Agreement.Customer's obligations 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. Customer further represents, warrants and covenants to Company that: (a)Customer has the
power and authority under applicable law to enter into the Agreement and this Addendum and the transactions contemplated hereby and thereby 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
respective terms,and(d)Customer has complied with all public bidding requirements applicable to the Agreement and this Addendum and the transactions contemplated
hereby and thereby.
3. INDEMNIFICATION. To the extent Customer is or may be obligated to indemnify, defend or hold Company 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 2 above.
4. REMEDIES. To the extent Company'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.
5. 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.
6. 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 regarding such matters.
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. Customer acknowledges having received a copy of this Addendum and agrees that a facsimile or other copy containing Customer's faxed,copied
or electronically transmitted signature may be treated as an original and will be admissible as evidence of this Addendum.
Customer(identified above): �Wells Fargo Financial Leasing,Inc.
may• . c�� (-6 Date: /IL/ By: Date: /_/
Pr' name: �a/ii
Z', �f IAn D VI Title: &UO"r- Print name: Title:��VJJl �J 1■mil ``)�1 Agreement Number:
Master Agreement Number(if applicable):
#2465474 vi(10/17/13) Page 1 of 1
Ps Managed Print Services Agreement
Managed Print Services
CUSTOMER INFORMATION
LOCATION BILL TO BOE REPRESENTATIVE: Dane Hunt
City of McCall CUSTOMER NUMBER-BILL TO:
o CUSTOMER NUMBER-SHIP TO:
a CONTRACT START DATE:
. FOR ADDITIONAL UNITS SEE SCHEDULE A
MFG Model EQUIP ID Serial Number INITIAL!SLACK METER INITIAL COLOR METER
Xerox 3330DNI
o'
FOR ADDITIONAL UNITS SEE SCHEDULE A
43
II Base Charge S - Black Pages Included 0 Color Pages Included
u Black Overage Rale 0.0340 Color Overage Rale
All Unite Listed Above ore Consolidated Under this Plan
TERM AND PAYMENT SPECIAL INSTRUCTIONS
E 1
Term of Agreement 36 mo
rl
Base Billed: •Part* 0 9sImalY 0 Sarhener 0 Aker Overages Billed: 0 Wm* •Q. t•N 0 sertAner 0 Amer
15 Person to Contact Regarding Meters Method
`s O Emil 0 Rer. 0 Rrorle 0 Autorneed Meter
d
:l Name
This agreement includes labor,parts,printer cartridges and unlimited FM Audit licenses for the term of this Agreement Unless modified in a separate addendum,for all non-networked printers customer agrees
monthly meter reads will not be required,but a monthly flat rate will be charged. By signing below you agree to the Terms and Conditions listed at the bottom of page 1 of this Agreement
Authoriz Sig — Datej_•
U /' / Signature CFO: Date
Ph ame: Title (Al L l/ ) Signature Service Manager: Date
�O�C e m o n ��4�
TERMS AND CONDITIONS
1 Upon approval by BOE,this Agreement will renew automatically for succeeding one-year 12 In the event a manufacturer discontues parts or supplies for your machine this
periods commending on the expiration of the original term,unless Customer notifies BOE Agreement as it pertains to the printers that have been impacted,will be terminated
within 30 days prior to the expiration date of this Agreement or any subsequent renewal and the unused portion,if any,can be transferred to a new machine purchased
periods. through BOE.
2 This Agreement does not include paper,MICR toner unless otherwise noted on Addendum 13 Other than the obligations set forth herein,BOE DISCLAIMS ALL WARRANTIES,
A,staples,shipping and handling for expedited shipment methods,wireless NIC cards and EXPRESSED OR IMPLIED,INCLUDING ANY ANY IMPLIED WARRANTIES OF
extemal printer accessories(i.e.scanners,sorters,mailboxes,envelope feeders) MERCHANTABILITY,FITNESS FOR USED OR FITNESS FOR A PARTICULAR
PURPOSE.BOE SHALL NOT BE RESPONSIBLE FOR THE DIRECT.
3 If impressions are not included,meters will be reconciled on a monthly basis based on actual INCIDENTAL OR CONSEQUENTIAL,DAMAGES,INCLUDING BUT NOT LIMITED
usage. We may invoice estimated meter reads or assigned volumes based on industry TO DAMAGES ARISING OUT OF THE USE PERFORMANCE OF THE
benchmarks if actual meter reads are not available. EQUIPMENT OR THE LOSS OF THE USE OF THE EQUIPMENT AND THE
CUSTOMER HEREBY WAIVES ANY CLAIMS RELATED THEREBY.
4 Shipping for contracts that include supplies will be shipped via UPS Ground. All other 14 The base monthly maintenance charge and additional impression rate agreed to at
shipping methods such as rush orders,messager service,etc.will be billed to the customer. the inception of this Agreement is on the front of this agreement. This Agreement
is subject to annual Increases. All invoices are payable net 10.
5 BOE shall not be responsible for repairs or maintenance resulting of the use of supplies or
parts not obtained from BOE or resulting from a move without BOE's written approval.The 15 This Agreement is non-cancellable without cause. Customer agrees to provide
The quality of such parts and supplies varies widely and cannot be warranted by BOF written notice of cause and BOE shall have 30days from the receipt of such notice
to correct the problem. If the customer terminates this Agreement without cause,
6 BOE shall not be responsible for their inability to provide service calls due to strikes, customer shall pay BOE all amounts currently due and an amount to become due
accidents,embargoes,acts of God or any other event beyond its control. based on average monthly invoice amounts multipted by the remaining months
in this Agreement.
7 All Service under this agreement shall be rendered during normal business hours of 8:00 AM
to 5:00 PM Monday through Friday,except holidays. 16 In the instances where a printer is being added to a current Managed Print contract,
a configuration page to include printer model rxanber,serial number and current
8 If the customer does not promptly pay all charges pertaining to this Agreement when due: print count must be supplied to BOE prior to any urn being added to existing
(1)BOE may(a)refused to service the equipment or:(b)furnish service on a C.O.D."Per Call" coverage. Based on this information BOE wll determine if this unit can be added
basis at published labor rates and(2)the customer agrees to pay BOE costs and expenses to the current Agreement. All like modlels must be included in this Agreement.
of collection including attorneys fees permitted by law in addition to all other rights Should BOE discover a printer without a BOE label the customer agrees to add the
and remedies available to BOE. printer to this Agreement and begin paying the cost per page(or flat rate,if not
networked)In effect from the current meter read. Customer is required to
9 BOE reserves the right to inspect all equipment to be covered under this Agreement to immediately notify BOE of any additional equipment at Customer's site capable of
determine that is in good mechanical condition prior to the effective date of the Agreement. using BOE supplied toner cartridges. This will include any new equipment added
Should the equipment require repair or overhaul,repairs will be made at an hourly rate plus or any existing equipment not included in the original contract due to errors or
the cost of parts, My damage by customer,such as,but not limited to,doors,trays,and omissions. Such equipment shall automatically be covered by this Agreement
covers will be paid by customer. and shall be considered the"Equipment"for all purposes under this Agreement.
10 This Agreement is non-refundable and non-transferable to a third party. 17 Miscellaneorus
a) This Agreement shall be governed by and construed according to the laws of
11 No credit will be applied toward unused copy allowance. In order to facilitate a uniform billing the State of Idaho.
cycle the"Effective Date"of the Agreement will be the date of install and/or labeling. b) Customer shall pay all federal,state and local sales,use,property,excise or other
Customer agrees to pay a prorated amount for the period between the install date and the taxes imposed on or with respect to the purchase price.
"Effective Date". c) BOE is hereby authored to offset any past balance aganst amounts due customer
at termination. Customer agrees that,should they have any past due balances
with BOE for any reason,service under this Agreement will be suspended until
such past due balances shall have been satisfied.
Sales Order Agreement
"?4 Date 6/14/2019
Buyer
330 N.Ancestor Place,Suite 100,Boise,ID 83704 P.O.#
Phone:(208)377-1047/Fax:(208)377-1048 Sales Rep Dane Hunt
SHIP TO BILL TO
City of McCall City of McCall
216E Park St 216E Park St
McCall ID McCall ID
83638 83638
Contact Billing Contact
Phone/Fax (208)634-7142 Phone/Fax (208)634-7142
Purchase Ordec Approx Delver/Dote:
Accosr*T., tease Months 60 Ma Payment $170.25
BW CPP Color CPP BW Base 0 'Color Base 0
BW Printer CPP Color Printer CPP BW 1Printei!Base Color Printer Base
CITY PRODUCTS/ Market Code DESCRIPTION TOTAL PRICE
1 100S14271 C8045H2 C8045 AltaLink C8045 Multifunctional Copier/Printer/Scanner
1 497K16430 FAX-1 LINE C8045 1 Line Fax
1 097S04920 OFC-C80 C8045 Office Finisher(2K sheet capacity w/50 sheet staple)
60 Month FMV Lease Payment $163.25
1 1 00N031 82 3330DN1 3330DN1 Phaser MICR 3330 Black&White Laser Printer,up to 4
60 Month FMV Lease Payment $7.00
Total both Payments $170.25
Based On NASPO Contract Pricing
Service Option for C8045:
B/W images.005,Color Images.05
All Parts,Labor and Supplies
Service Option for 3330 MICR:
B/W images.034
All Parts,Labor and MICR Supplies
Setup,Delivery Installation,Networking and Training
Auto Toner Replenishment
Auot Meter Reads
COMMENTS/SPECIAL INSTRUCTIONS Subtotal
Delivery Time Stairs/Count (Elevator Connected Delivery Type Sales Tax
12:00:00 AM Delivery/Installation
DELIVERY INSTRUCTIONS: TOTAL AMOUNT
Less Payment(Check# )
SPECIAL PAYMENT TERMS&DUE DATES AMOUNT DUE
MAINTENANCE AGREEMENT ❑Yes ❑ No
Cash Transactions Only:Title will be passed on to you when your cash transaction is paid in full. Until such time,to secure all of your obligations to us under this Agreement,you hereby grant us a security interest
in(a)the Equipment to the extant of your interests in the Equipment,(b)anything attached or added to the Equipment at any time,(c)any money or property from the sale of the Equipment,and(d)any money from
an insurance claim if the Equipment is lost or damaged.You agree that the security interest will not be affected if this Agreement is changed in any way.You hereby appoint us(our agents)as your brie and lawful
attorney-n-fact to affix your signature to UCC financing statements prepared and filed on your behalf by us(or our agent)with the same force and effect as if you had signed such financing statements. If we
request,you agree to sign financing statements in order for us to publicly record our security interest This Agreement or a copy of this Agreement shall be sufficient as a financing statement and may be filed as
such.
CUSTOMER ACCEPTANCE Boise Office Equipment REPRESENTATIVE
7 Authorized Sign.ure!:.Z // Print Name Title Signabse Date