HomeMy Public PortalAbout2016.06.13 Boise Office Equipment Printer LeaseCONTRACT NUMBER
WELLS
FARGO
Image Management Agreement
Wells Forgo Rnanclal' oosIng, lea.,. Does Moines, lows
In this agreement (as amended from time to time, the Agreemenr'),'You' and "Your mean the customer named below. 'We," and 'Our' mean the owner, Wells Fargo Financial Lasing, Inc. 'Supplier' means
the equipment suppler named below. You acknowledge and agree that this Agreement represents the complete and exclusive agreement behmen You and Us regarding the subject matter herein and supersedes
any other oral or written agreements between You and Us. This Agreement can be changed only by written agreement between You and Us. Other agreements not stated herein (including, without limitation, those
contained in any purchase order or service agreement behveen You and the Supplier) are not part this Agreement and are not bindng on Us.
CURTOMER1INFORMA'TIOI1 F
FULL LEGAL NAME
CITY OF MCCALL
STREET ADDRESS
216 EAST PARK STREET
CRY
MCCALL
STATE
ID
ZIP
PHONE
83638 208.634.7142
FAX
BILLING NAME (IF DIFFERENT FROM ABOVE)
BILLING STREET ADDRESS
CITY
STATE
ZIP E-MAIL
EQUIPMENT LOCATION (IF DIFFERENT FROM ABOVE)
SUPPLIER, INFORMATION
NAME OF SUPPLIER
BOISE OFFICE EQUIPMENT
STREET ADDRESS
330 N ANCESTOR PL #100
CITY
BOISE
STATE
ID
ZIP
83704
PHONE
208.377.1666
FAX
208.377.1048
MAKEINODEL NO./ACCESSORIES
SERIAL NO. STARTING METER
(2) Xerox 6605 Color MFP
TERM AND PAYMENT SCHEDULE .
Term in Months
36
36 Payments of $ 83.50
Security Deposit
$
Documentation Fee
$ 75.00
(Plus Applicable Taxes)
Payment Period is Monthly Unless Otherwise Indicated.
(mos.)
(Plus Applicable Taxes)
Payment includes .000 B&W copies per month
Overages billed quarterly at $.012 per B&W copy
Payment includes o Color copies per month
Overages billed quarterly at $ 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.
LESSOR ACCEPTANCE
Wells Fargo
Financial Leasing, Inc.
DATED
LESSOR
SIGNATURE
TITLE
CUSTOMER ACCEPTANCE
By signing below, You acknowledge receipt of Page 2 of this Agreement an the tenns on both Pages 1 an
6/13/13 c�'7of
�CCQ((
DATED CUSTOMER
82-6000223
FEDERAL TAX
i.D. he
Donald C. Bailey
PRINT NAME
TITLE
Mayor
GUARANTY
To induce Us to enter into the above Agreement, the undersigned (You") hereby unconditionally and irrevocably guaranties that the customer Identified above will pay all amounts that are due under the Agreement
when and as due, whether by acceleration or otherwise, and will perform al d the customer's oblgations to Us under the Agreement You agree that you are bound by, and this Guaranty rd cover, al amendments,
supplements and add -ors to the Agreement and at addtional obligations Incurred by the customer in the future relating to the Agreement. You hereby unconditionally waive notice of acceptance of this Guaranty,
presentment, protest, demand, dshonor, amendment to the Agreement, non-periommance thereunder, and also waive any and all defenses based on suretyship or impairment of collateral and other rights that might
create condtions precedent to Your liability hereunder. If the customer defaults under the Agreement, You agree to pay al sums due under the Agreement and perform all other obligations of the Customer thereunder
immedately upon demand, and You agree that We may proceed directly against any one or more guarantors (together or separatety for the full amount due hereunder, if there 1s more than one guarantor) without first
proceedng or making claim or exhausting any remedy against the customer, any other guarantor, any otter third party, or ary edlateral, and without first pursuing any other remedy avalable to us. You agree to
reimburse Us for all expenses We incur in enforcing Our rights against You and/or the customer, including, without limitation, reasonable attorneys' fees. This Guaranty shall be gunned by the laws of the State of
Iowa without regard to i6 thrice -of -law laws. You consent to the exdusive jurisdiction and venue of the courts described in Section 13 of the Agreement. You and We hereby waive the fight to a trial by jury in any
action between them. You authorize Us to obtain Yaw personal financial Intonation (and to update the same from lime to tine), indudng, without irritation, information from any consumer reporting agency.
WlilYllM&OFaumpafon
SIGNATURE
DATED
NA-3014a-WFFL-0111
Page 1 012
1. LEASE OF EQUPMENT. You agree to lease hom Us the personal property feted on Page t (together with al existing and future accessories, attachments, replacements and embedded software, the'Egtipment') upon the terms
staled herein. You promise b pay to Us al of the charges and fees stated herein. This Agreement is binding on You as of the date You sign it. You agree that after You sign, We may Insert Or cared any Mansion missing on this
Agreement inducing Your proper legal name, serial numbers and any other information describing the Equipment, and change the payment amount by up to 15% due to a change in the Equipment or its cost a a tax or payment
miscalculation.
2. EQUIPMENT SERVICE SUPPLIES; YOUR UNCONDITIONAL OBLIGATIONS. The Suppler has agreed with You to provide Equipment service during normal business hours and to provide You with at toner, developer and parts
necessary fa You to produce copies and prints, al of which are included in the Payment amount. However, You agree fret (a) You must separately purchase al other supplies, Inchudng, without imdatln, copier paper, at Your own
cost and (b) You must separately purchase Equipment service outside the Supplier's normal business tours 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 horn the Supplier, manufacturer and any other vends (colectively, Vendors), and the Vendors are NOT Our agents; (i) No statement cr warranty by
any Vendor is binding on Us, and no Venda has authority b waive or alter any term of this Agreement (i) You, not We, selected the Equipment and the Vendors) based on Your own judgment (iv) Your obigators hereunder are
absolute and ux awifonal despite any Equipment failure or any Vendor's failure to provide You with any Equipment service, pans or supplies (inducing any service, parts or supplies that are irrduded in the Payment amount), or any
tiler adverse condton; (v) We are NOT a parry to the Suppie's agreement to provide You with service, parts or supplies, such contract is NOT part of this Agreement (even though We will, as a converience to You and the Supplier,
bit and cried monies owed by You to the Supplier), and no breach by the Supplier will excuse You from performing Your obligations to Us hereunder; and (wl) 1 the Equipment is unsatisfactory or d any Venda his to provide any
senvioe or hid any other abigaton to You, You shall not make any daim against Us and shall continue b lily perform under this Agreement
3. PAYMENTS. Each Payment Period, You agree b pay Us, by the due dab set forth on Our invoice to You (r) the Payment amount, (i) the applicable overage charges for each metered copy or pint in MOW of the applicable
number of copes a prints included in the Payment, and Ile) applicable tares and otlrer 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 erten month. There are no'credls' that carry over from any payment period doing which You make fewer than the applicable number of included caples or prints. You agree that We may increase the Payment anndlor the applicable
overage dunges once each year during the Initial Tenn and once each year for any Renewal Term, by an amount not to exceed 15% per year. At Our option, You WI (a) provide Us by telephone a facsimie with the actual meter
readigs when We so request, (b) allow Us as attach an automatic meter rearing device to the Equipment a (c) allow Us access to the Equipment to obtain meter readings or aufit the meter reading device. l We request You to provide
Us with meter readngs and Yee fel to do so within 7 days d Our request, then (I) We may estimate the number of copes and prints made and invoice you accordingly, and (ti) We wit Oust the estimated charge for overages upon
reosipt of actual meter readings. Restrictive erndarsements on checks will not be Lining on Us. All payments received wit be applied to past due amounts and b the current amount due in such order as We detemr rue. Any security
depoat or estimated future Governmental Charge that You pay is non -Interest bearing, may be conrmtrgled with Our funds, may be applied by Us at any toe to cue any default by You, and the unused porton sal be reamed to You
within 90 days after the end of the Agreement If We do not receive a payment In full on or before its due dale, You shall pay a fee equal b the greater of 10% of the amount that is lab o 629.00. If any check Is dsharored, You shal
pay Us a fee di20.00.
4. TERM; AUTOMATIC RENEWAL. This Agreement is etteceve on the date that it is accepted by Us, and the berm will beprn as that date or any later date that We designate (the "Commencement Dab') and wit continue for the
number of months shown on Page t (the "Mind Term(. As used herein,' Present Term' means the term presently in effect at any time, whether it Is the trtat Term or a Renewal Term (defined below). Unless You notify Us In wetting
at least 60 daye but not more than 120 days before the end of a Present Term that You Intend to return the Equipment at the end of such Present Tenn, then: (a) this Agreement well automatically renew for an addtlonal
one-year period (a 'Renewal Term') and (b) the payment terms and other terms of this Agreement ad continue to apply. l You do notify Us in writing within such lime that You intend to return the Equipment at the end of a Present
Term, then promptly upon the expiation of such Present Tenn You shal retrn to Equpment pursuant is Section 12. Thla Agreement Is non -cancelable for the full Initial Teri and for any and all Renewal Terms.
5. NDEMNIFICATION. You shall indemnify and defend Us against, and hold Us harmless for, any and al daims, actions, damages, iabitles, losses and costs (including but not limited b reasonable atlerreys' lees) made against Us,
or suffered a Incurred by Us, arising tiredly or indirectly out d, or otherwise relatlrg to, the delivery, kstalation, possession, ownership, use, loss d use, defect in or meliorator' of the Equipment This oblgatan shall survive the
termination of this Agreement.
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 *PLED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. We hereby transfer to You, without recourse b Us, al automatically
transferable warranties, i any, made to ifs by the Venda(s) of the Equipment The parties hereto agree that the transactor documented in this Agreement is a'finance lease' under Article 2A of the Uniform Commercial Code (the
'UGC'). You hereby waive any and all rights and rerredes conferred upon You by Article 2A of the UCC. If Vas Agreement is deemed b be a secured transactor, You hereby grant to Us a security interest in the Equipment and al
proceeds tiered. You authorize Us to record a UCC financing statement to protect Our Interests in the Equipment You may be entted under Artice 2A of the UCC to the promises and warranties Of arty) provided is Us by the
Suppier(s) in connection with or as pan of the contract (II any) by which We acquire the Equipment You adaovAedge that You are aware d the name of to Suppler of each item of Equipment and You may contact the Suppliers) for
an accurate and complete statement of those promises and warranties (if any), including any dsdamers and linifabons of them or of remedies.
7. DELIVERY, LOCATIQN.OWNERSHIP. USE, MAINTENANCE OF EQUPMENT. We are not responsible for delivery or installation of the Equipment You are responsible la Equipment maintenance to the extent the Supplier does
not provide the same. You val not remove the Equipment from the Equipment Location unless You first get Our permission. II are 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 prowling covered servlce, parts and supplies to You. You shall give Us reasonable access to the Equipment Location so that We may inspect the
Equipment whether pedom rid prior to or after the Commencement Date, and You agree to pay Our costs tit conneaon therewith. We will own and have title to the Equipment (excluding any software) during the Agreement If the
Equipment includes any software (i) We don't own the sofware, (th You we resporrslble fa entenng onto any necessary software license agreements with the owners or licensors of such software, (ii) You shall comply with the terms of
al such agreements, if any, and (rev) any default by You under any such agreements shal constitute a default by You under tis Agreement You represent that the Equipment awl be used solely for commercial purposes and not for
personal, family or household purposes. You awl use the Equipment in accordance with all laws, operation manuals, sentce contrails (t any) and insurance requirements, and slat not make any permanent aleralons. At Your wen
cost, You will keep the Equipment in good working ode and warrantable condition, acing wear and tear excepted ('Good Condtion").
B. LOSS: DAMAGE: INSURANCE. You shall, at all times during this Agreement (i) bear the risk d loss and damage to to EqubmreM and shall continue performing al Your obligations to Us even I it becomes damaged or suffers a
loss, (i) keep the Equipment insured against al risks of damage and loss (Property Insurances in an amount equal to is replacement cost, with Us named as sole loss payee, and (ii) carry pubic liabity Insurance covering bodily
injury and popery damage (tibiity Insurance) in an amount acceptable to Us, with Us named as 'additional inured' You have the choice of satisfying these assurance requirements by providrg Us rah satisfactory evidence of
Property and Llabity kdurance ('Insurance Proof), within 30 days of the Commencement Dale. Such Insurance Prod must provide b at least 30 days prior widen notice to Us before it may be canceled 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 lemrinales for any reason, then (a) You agree that We have the right, tut not the
dl'igaion, to obtain such Property Insurance ardor Liability Insurance in such bons 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
periods charge fa such Other Insurance. This peiiodc charge wit include reimbursement for premiums advanced by Us to purchase Other Insurance, tiling and tradeng fees, charges for Our processing and related fees associated
with the Otter Insurance, and a lance charge d up to le% per annum (a the maximum rate slowed by law, l tess) on ary advances We make for premiums (cdlecWey, the 'Insurance Charge'). We ands ate or more of our
abates arndnor agents may receive a portico of the insurance Charge, which may include a profit We are not obligated to obtain, and may cancel, Other Insurance at any time witout notice to You. Any Other Insurance need not name
You as an Inured or probed You Wrests. The Insurance Charge may be higher than if You obtained Property and Liability Insurance on You own.
9. ASSCAMENT. You shot not sell, transfer, assign or otherwise encumber (coledivey,'Transfer') this Agreement or Transfer or sublease any Equipment in wide or in part, withal Our prior written consent We may, without
notice to You, Transfer Our intense In the Equipment ardor this Agreement, In wirde or in pan, to a third party (a 'New Ownec , in which case the New Owner will, to to extent of such Transfer, have al of Our dghb and benefits but
wit not have to perform Our obigatans (if any). Any Transfer by Us will not relieve Us of Our obligations hereunder. You agree not to assert against the New Omer any daim, defense or offset You may have against Us.
10. TAXES AND OTHER FEES. You are respond* fa al taxes (including, without imitation, sales and personal property taxes, excluding city taxes based on Our Income), assessments. license and reghbation fees and other
governmental charges relative to this Agreement or the EqupmeM (collectively'Govemmental Charged. You agree b promptly pay Us, on demand, estimated Moe Governmental Charges. You authorize Us to prey any Governmental
Charges as they became due, and You agree b reimburse Us promptly upon demand fa the ill amount (less any estimated amounts previously paid by You). You agree to pay Us a fee for preparing and Ping personal property tax
returns. You also agree le pay Us upon demand (i) for al costs of filing, amending and releasing UCC frernci g statements, and (I) a daamentatiariprocessirng lee in the amount aet forth on Page 1 to cover Our investigation,
documentation and otter administrative costs In originating this Agreement. You also agree to pay Us a fee, in accordance with Our current fee sided*, wrath may change Fran time to time, for addtianal services We may provide b
You at Your request. Ya acknowledge that We may (on behalf of the Supplier) bill Year for any supply height fee that the Suppler charges for shipping supplies to You You agree that the lees set loth in this Agreement may induce a
Mgt
11. DEFAULT. You will be in detain hereunder if You (1) fel to pay any amount due hereunder within 15 days of the due date. (2) broach or attempt to breach any other term, representation or cavenrnt set lath herein a in any abler
agreement between You and Us, (3) de (t You are an individual), go out of business or commence dissolution proceedings, (4) become insolvent, admit Your inability to pay Your debts, make an assignment fa to benefit of You
creators (or enter Into a similar arrangement), file (a there is filed against You) a bankruptcy, reorganization or similar proceedng or a proceeding for the appointment el a receiver, trustee or liquidator, or (5) suffer an adverse change it
Your financial conation and, as a resat thereof a for any other reason, We deem Ourselves insecure. If You default, We may do any or al d the following: (A) cancel this Agreement (B) require You to return the Equipment pursuant to
Section t2, (C) take possession of and/or render the Equipment (including any software) unusable (and for such purposes You hereby authorize Us and Oa designees to enter Your premises, with o without pia notice or other process
ol law), and see, 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 sun d (i) all Payments
and other amounts then due and past due, (ii) all remaining Payments for the remainder d the than Present Term discounted at a rate d 6% per annum, (hi) the resdual value of the Equipment estimated by Us at the inception of this
Agreenment (as sham h Our books and records), discounted at a rate of 6% per annum, (v) interest at 1.5% per month on the amounts specified in clauses 7. ir and lit' above from the date d demand to the date paid, and (v) al
otter amounts that may tlereefter become due hereunder to the extent that We wit be obligated to collect and pay such amount to a tied party (such amounts specified in subdauses 4 through Y 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 (inducing, without imitation. reasonable attorneys' lees and other legal
corns) and reasonable expenses of repossessing. holding, preparing for reposition, and disposition ('Remarketing) d the Equipment plus interest at 1.5% per month ale the foregoing amounts from the date of demand to the date paid
In the event We are successful In Remarketing the Ert.lpment, We shall give You a aedit against to Balance Due In an amount equal b the present %slue of the proceeds received and le 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 fable for such deficiency. Any delay a *lure to enforce our rights under this Agreement she/ not constitute a waiver
thereof. The remedies set forth herein are cumulative, are in addition to any other remedies provided for by applceble law, and may be exercised concurrently or separately.
12. BETURN OF EQUPMENT. If You are required to return the Equipment under this Agreement You shal, at Your expense, promptly upon demand, send the Equipment b any loabon(s) that We may designate and pay Us a
hardrrghestoddrng fee of 5250.00. The Equipment must be property packed for shipment, freight prepaid and fully insured, and must be received in Good Carillon (defined In Section 7). If the Egipmert is not received within 15 days
ol the date of demand, You agree to continue making Payments and paying al other amounts due hereunder dal the Equipment Is received by Us. We shal not be fade for any losses, drectly or irdrectly anstg out d, a by reason of
the presence and/or use of any and of proprietary information residing on or within any Equipment returned to Us a repossessed by Us.
13. APPLICABLE LAW: VENUE: JURISDICTION: SEVERABILITY. This Agreement shall be deemed July executed and performed in the State d lowa and shall be govened and construed in accordance with the laws thereof. You
consent to and agree to the exdusve jurisdiction and venue of federal and state courts located in the State of lowa. YOU AND WE HEREBY WAIVE YOUR AND OUR RESPECTIVE RIGHTS TO A TRIAL BY JURY N ANY LEGAL
ACTION. If any amount drarged or colected under this Agreement is greater than the amount allowed by law (an 'Excess Amount), then () any Excess Amount charged but not yet pad ail be warred by Us and (i) any Excess Amount
cofeded wtl be refunded to You or applied to any other amount then due hereunder. Each provision hereof shall be interpreted to the maximum extent posse* b be enlorceade under applicable law. l any provision is construed to be
unenforceable, such provision shall be Ineffective only to ire extent of such unenfaceabity without invalidating the remainder hereof.
14. u U.ANcEO ,Svc You chat furnish Us with current financial statements upon Our request. This Agreement may be executed in counterparts, each of witch shall be deemed an original, but all of which together shal conudtub the
same document You acknowledge that You have received a copy of this Agreement and agree that a facsimile or offer copy containing Your faxed or copied signature may be treated as an anginal and awl be adrnsnble as evidence of
this Agreement You waive notice of receipt of a copy of this Agreement vein Our original signature. You hereby represent to Us that this Agreement is legally bndrg and enforceable agaist You In accordance with is terms.
Customer's Inklele:
NA•3014a•WFFL O11 I Page 2 of 2
Non -Appropriation Addendum (for State or Local Governmental Lease or Loan)
Lessee/Renter/Customer:
CITY OF MCCALL
Title of lease, rental or other agreement:
datad= 6/13/2013
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 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. 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 terms shall have the following -described meanings:
"Goods" shall have the same meaning as the term "Equipment," "Leased Equipment," "Goods" or "Property" (or a similar tern) as defined and
used in the Agreement
3. Non -Appropriation 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
goveming 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 goveming 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 retum the Goods pursuant to the retum 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 law) 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.
4. 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 goveming 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 be 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 Customer's 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 Customer's
ability to continue the Agreement, as Creditor may request. Customer hereby acknowledges that the representations, warranties and covenants
made by Customer in thls 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. Govemina Law. Notwithstanding anything in the Agreement to the contrary, the Agreement and this Addendum shall be govemed 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 facsimile 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: CITY OF-AQCCALL
X r 7
Print: Donald (Bailey
Title: Mayor
Creditor:
8y: X
Print
Title:
58514 v10
aa.
Performing daily.
Sales
Order
Agreement
Date 6/5/2013
A Xerox Company
330 N. Ancestor Place, Suite 100, Boise, ID 83704
Phone: (208) 377-1047/ Fax: (208) 377-1048
Buyer
P.O. R
Sales Rep Carrie Hunt
SHIP TO
BILL TO
City of McCall
City of McColl
216 E Park St
McCall ID
83638
Contact Dave Slmmonds
Phone/Fax (208)634-7142
216 E Park St
McCall ID
83638
Billing Contact Sandy Ryska
Phone/Fax (208)634-3474 (208)634-7938
Purchase Ordor: Approx Delivery Date: 6/7/2013
Account Typo: base loose Months 0 Mo. Payment $0.00
SW CPP 0-015 Color CPP 0
i : • Printer CPP 0 Color Printer CPP 0
•
BW Base 2 Color Base 0
BW Printer Base 0 Color Printer Base 0
QTY PRODUCT # DESCRIPTION TOTAL PRICE
2
WC6605DN
Workcenter 66050N WC6605DN WorkCentre 6605 Color Laser
$83.50 per mnth
Includes
1,000 Blk Images
Service Contract:
Black Images at 5.012
Color Images at $.10
Includes: Service, Parts, Labor and all Toner Supplies
COMMENTS/SPECIAL INSTRUCTIONS
Subtotal
$83.50
Sales Tat
Delivery Tk>re iStals/Carrt iBeralor Corrected !Delivery Type
DeWerp/iatatlatIon
Yes
DELIVERY INSTRUCTIONS:litelleallifia
TOTAL AMOUNT
$83.50
Lea Payment (Check e_)
AMOUNT DUE
...,.�,..
SPECIAL PAYMENT TERMS & DUE DATES
DATE'S
It'
MAINTENANCE AGREEMENT Yes u No
Cash Transactions Only: Tele wi be passed on to you when your cash transaction is paid In full. Until such time, to secure all of your obigauora to us under this Agreement, you hereby grant us a security interest
in (a) the Equipment to the extend uf your Interests In the Equipment, (b) anything attached or added to the Equipment at any lane, (c) any money or property from the sale of the Equipment and (d) any money from
an insurance claim it the Equipment is lost or damaged. You agree that the security interest will not be affected if this Agreement is charged in any way. You hereby appoint us (our agents) as your true and lawful
altomey-In-fad 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. It we
request, you agree to sign financing statements in order for us to publicly record our security brteresL This Agreement or a copy of I his Agreement shall be sufficient as a financing statement and may be tied as
such.
CUS T'OMEEIACCEPTANCE
Boise Office Equipment REPRESENTATIVE
ral,g0,141111/‘..
Name (Title
Donald C. Bailey, Mayor
Sipnatwe
Dale
MAINTENANCE AGREEMENT
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G
A Xerox Compony
VOCATION.
Cny of McCall
Nu To
City of McCall
4jALES OP
Carrie Hunt
e`,
a 216 E Park St
216 E Park St
CUSTOMER NIA 0
Ci McCall ID 83638
McCall ID 83638
CUSTOMER MOUSER- NEN TO
(208) 634- 7142
ROE) 634-3474
GOND AR START NAB[:
mme
MODEL
ULM
EQUIP ID
RASE CHARGE
BIAOt PAGES
INCE9
RUCx
OVERAGE
RATE
COLOR
PAGES INCI
INITIAL METER RULD
MACE
COLOR
COM OVNIAY NA/1
1.1 11 X8805
Inc In kase
1000
$ 0.0120
0
S 0.1000
vo
2 X8805
s
4
Located at POIice Dept.
T
• ADDITIONALLISTS ATTACH SOIEDULEA
IGAM/
MODEL
SERIAL
EQUIP O
METER MAD
SERIAL
SQRRP ND
_
INITIAL MITER
RIACR
COLOR
MACE
MACE
COLOR
m
'a 1
S
G 2
6
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vl1
irs
S
7
a
• MOTIONAL UPOTS ATTACH SCHEDULE
a
RASE CHARGE
All UNITS LISTED
111AOt PAGES IKIUDED
suck OVERAGE RATE
UNDER THIS PLAN
COLOR PAGES EKLUND
COLOR OVERAGE RATE
ABOVE ARE CONSOLIDATED
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In ' RASE BILLING PREQUENCY-
z❑Q MOmmy
I -
You will be
❑ QUARTERLY
billed the base rate in advance
❑ SEMI-ANNUAL
ANNUAL
OYERASE ARUM FREQUENCY - You MX l t baled tveraa ES M arrears
u MONTHLY Li QUARTERLY ❑ Sea -ANNUAL ❑ ANNUAL
■
wow
■ Fx CONTRACT
All parts and labor; excluding drums, masters and supplies.
f PM CONTRACT
All parts and labor; including drums; excluding supplies.
xt ❑ CPC CONTRACT
All parts, labor, drums and supplies; including developer and toner; exduding paper and staples.
.J
L
Q CPC COLOR comma
1 M41
All parts, labor, drums and su lies; including developer, toner, fuser oil; exduding paper and staples.
excarIONS/ACCOMMODATIONS
/ SPECIAL NOTES
❑ cONrpACrINCLUDESSTAPLE
■ Mbc.
• CONTRACT INCUIOES PAPER
ass
2
c
U
Person to contact retarding meter reads and method of contact
Sandy Ryska
❑ Mane
Mete'
•E-mail -
■ Fax
p Auldnated
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This agreement shall be renewed automatically upon approval by BOE and the attainment of the maximum number of copies unless Customer notifies DOE In
writing at least sbtty clays prbr 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.
THE ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF ARE INCORPORATED IN AND MADE PART OF THIS AGREEMENT. NO ONE IS
o AUTHORIZED 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 ANO 2 OF THIS AGREEMENT.
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6/13/2013
WOK SIGNATURE - RAN OK EEO
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OATS
,� TUNE •TIII1taTN,7QVICE
Q
AMNM[R
GATE
a �rtIE
Donald C. Bailey
Q1
V
Mayor 0.'
X
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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: Undmited service calls and parts (ports as classified by the manufacturer).
2).NI agreements exdude 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).Base 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 alotted 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
manufacturers specifications and muse abnormal service problems.
b. Fre, 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
MN not be increased more than ten percent upon renewal Early termination of thls 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 • S - B months —3 times monthly minimum amount of contract
• 9 •12 months —2 times morntNy minimum amount of contract
Early termination duress will not be essessed
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 greeter than the remaining term of this agreement at the time of the conversion.
S),If toner is 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
mamdacturees suggested yields wilt be charged at our current retail price. Shipping for contracts that Include supplies will be via UPS Ground. AN shipping methods such as UPS Ground, UPS Next Day,
messenger service, etcetera will be billed to the customer and may include any special processing chimes.
6).BOE shag 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
2).BOE shall not be responsible for delay; inability to provide service calls due to strikes, acddents, embargoes, act of God or any other event beyond its control. All Service under this agreement shad be
rendered during normal working hour of 8:00 A.M. to S:00 P.M. Monday through Friday except for Holidays.
!).BREACH OR DEFAULT
if the customer does not pay ad charges for maintenance or parts as provided hereunder, promptly when due: (1) BOE may (e) refuse to service the equipment or; (b) furnish service on a C.O.D. 'Per Calf
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 al other rights and remedies
salable to BOE. NI 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 amass, free from excessive dust, humkAty, 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 spedNed by the original manufacturer.
c Equipment should be operated within the specified operational (Including usage) spedflcatlons.
d. Only supplies wnh 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 Shored
the equipment require repair or overhaul prior to acceptance of such repairs, if requested, repairs wig be made at the hourly rate plus the cost of parts.
30).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 drags 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 car bads at published rata.
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 prorated and applied toward
the maintenance of the new equipment. This is determined by tine or usage; whichever coma first
12).No credit wig be applied toward unused copy allowance. Unused copies are lost.
13),In the event a manfaaurer discontinues parts or supplies for you machine this agreement may be terminated and the unused portion may be transferred to ■ new machine purchased through BOE.
14).0ther than the oblgetions set forth herein, BOE DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE, OR FITNESS FOR
A PARTICULAR PURPOSE. BOE SHALL NOT BE RESPONSIBLE FOR DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT UMITED 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.
1S). Miscellaneous:
a. This agreement shell be governed by and construed according to the laws of the Sate of Idaho applicable to agreements wholly negotiated, executed and performed in Idaho. This Agreement
constitutes the entire egreement 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, writing; representations, or oral or written statements or communications with respect to their subject rnatter. Buyer agrees that any oral statements by BOE representatives or
wridngs not signed by an authorized officer of BOE are not warranties and are not part of this agreement. BOE reserves the right to cancel thls agreement for any reason based on a 30 day written
notice.
b. Full Service Maintenance is only evadable for equipment having a valid manufacturer serial number and Ulcertification.
c. The customer agrees to make available and designate a sulabte key operator for the training in the use of the equipment Should the employment status of desgnated operator change so as to affect
the operator's availability to perform this assignment the customer shall inform BOE immediately. A key operator shag be responsible for providing BOE meters when needed. if no meter 4 received
BOE reserves the right to utilize past meters to estimate any required meter in order to process service coverage billing.
d. Customer shall pay ell federal, sate and local sales, use property, excise or other taxes imposed on or with respect to the purchase price Nsted on the reverse side of this agreement
e. BOE is hereby authorited to offset any pest balance against amounts due customer at termination. Customer agrees that should they have any part due balances with BOE for any reason, service
under this agreement will be suspended until such pest due balances shad have been satisfied.
16). Addition of Equipment - In the instances where a printer is being added to a current BOE360 contract the printer model number, 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 veil determine if this unit can be added to the current service agreement.
a. Customer is required to immediately notify POE of any additional equipment at Customer's site capable of using BOE suppbed 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 end shall be considered the 'Equipment" for all pea s
under this agreement