HomeMy Public PortalAbout2014.05.22 Fisher's Annex Ricoh Copier LeaserrcaArososr
Equipment Lease Agreement
Agreement No.
'LESSEE (ttereinsfler referred to as war or wour) '
Tax ID: iJll 023:,,
Fr/ Legal Plants
City of McCall
Address City State .Tap County
216 E Park St. McCall ID 83638 Valley
(SUPPLIER (Supplier is not lances Agent nor is Suppler authorized to waive or air any lean or condition of this Agreement)
State
Idaho
Name Clty
Fisher's Technology Boise
TERMS AND CONDITIONS • PLEASE READ CAREFULLY BEFORE SIGNING
Quantity
'DESCRIPTION OF EQUIPMENT LEASED
Serial*
Type, Make, Model Number
1
Ricoh MPC4503 with PB3160 paper tray, SR3140 staple finisher, 3 hole punch
El See attached schedule for additional equipment.
'EQUIPMENT LOCATION s outer than above) I City
State County
LEASE TERM
60
Monthly Lease
Payment
$ 138.00
PURCHASE OPTION AT END OF TERM:
SECURITY DEPOSIT
ADVANCE PAYMENT
If more than one lease
additional amount will
renewal term,
$ 0
$ 0 (plus tax)
o_ FAIR MARKET VALUE
Document Fee S75.00
(included on first Invoice)
payment la required In advance, any
be applied at the end of the term or any
Months
(plus tax)
YOU HAVE SELECTED THE EQUIPMENT. THE SUPPLIER AND ITS REPRESENTATIVES ARE NOT OUR AGENTS AND ARE NOT AUTHORIZED TO MODIFY THE TERMS OF THIS
LEASE. YOU ARE AWARE OF THE NAME OF THE MANUFACTURER OF EACH ITEM OF EQUIPMENT AND YOU WILL CONTACT EACH MANUFACTURER FOR A DESCRIPTION OF
YOUR WARRANTY RIGHTS. WE MAKE NO WARRANTIES TO YOU, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE,
SUITABILITY, OR OTHERWISE. WE PROVIDE THE EQUIPMENT TO YOU AS -IS. WE SHALL NOT BE LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGES.
YOUR PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO CANCELLATION, REDUCTION OR SETOFF FOR ANY REASON
WHATSOEVER. ANY CLAIM RELATED TO THIS LEASE WILL BE GOVERNED BY IOWA LAW AND WILL BE ADJUDICATED IN A STATE OR FEDERAL COURT IN IOWA. IF THIS,
LEASE IS ASSIGNED, YOU AGREE THAT ANY DISPUTE ARISING UNDER OR RELATED TO THIS LEASE WILL BE ADJUDICATED IN THE FEDERAL OR STATE COURT WHERE
THE ASSIGNEES CORPORATE HEADQUARTERS IS LOCATED AND WILL BE GOVERNED BY THE LAW OF THAT STATE. YOU HEREBY CONSENT TO PERSONAL JURISDICTION
AND VENUE IN THAT COURT AND WAIVE ANY RIGHT TO TRANSFER VENUE. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY.
BY SIGNING THIS LEASE, YOU ACKNOWLEDGE RECEIPT OF PAGE 2 OF THIS LEASE, AND AGREE TO THE TERMS ON BOTH PAGES 1 AND 2. ORAL AGREEMENTS OR
COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH
DEBT ARE NOT ENFORCEABLE TO PROTECT YOU AND US FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS
ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN
WRITING TO MODIFY IT THE ORIGINAL OF THIS LEASE SHALL BE THAT COPY WHICH BEARS A FACSIMILE OR ORIGINAL OF YOUR SIGNATURE AND WHICH BEARS OUR
ORIGINAL SIGNATURE.
SEE PAGE TWO FOR ADDITIONAL TERMS AND CONDITIONS — THIS LEASE IS NON -CANCELABLE FOR THE FULL LEASE TERM
THIS LEASE IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED ON THIS SIDE AND ON THE REVERSE SIDE, ALL OF WHICH PERTAIN TO THIS LEASE AND WHICH YOU
ACKNOWLEDGE HAVING READ. THIS LEASE IS NOT BINDING UNTIL ACCEPTED BY US. YOU CERTIFY ALL ACTIONS REQUIRED TO AUTHORIZE EXECUTION OF THIS LEASE,
INCLUDING YOUR AUTHORITY, HAVE BEEN FULFILLED.
LESSOR: Fisher's Technology L : (As Stated va)
By: Date Accepted: X Date: r / a a) iy
Signature Signal e `
Name: Title: me: Title: Alfa y J)r
Unconditional Personal Guaranty
In consideration of Lessor entering Into the above Lease In reliance on this Guaranty, the undersigned, Jointly and severally, unconditionally and Irrevocably guarantee to Lessor and to any
assignee of Lessor, the prompt payment and performance of all of Lessee's obligations under the above Lease and all existing and future Leases between Lessor and Lessee. The
undersigned agree(s): (a) that this Is a guarantee of payment and not of collection and that Lessor may proceed directly against the undersigned without disposing of any security or seeking
to collect from Lessee; (b) to waive all defenses and notices, including those of protest, presentment and demand; (c) that Lessor may extend or otherwise change the terms of the Lease
without notice to the undersigned; and (d) to pay all of Lessor's costs of enforcement and collection. This guarantee survives the bankruptcy of the Lessee and binds the undersigned's
administrators, successors and assigns and WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF IOWA. IF THIS LEASE IS ASSIGNED,
THE UNDERSIGNED AGREE(S) THAT ANY DISPUTE ARISING UNDER OR RELATED TO THIS LEASE WILL BE ADJUDICATED IN THE FEDERAL OR STATE COURT WHERE THE
ASSIGNEE'S CORPORATE HEADQUARTERS IS LOCATED AND WILL BE GOVERNED BY THE LAWS OF THAT STATE. THE UNDERSIGNED HEREBY CONSENT(S) TO
PERSONAL JURISDICTION AND VENUE IN THAT COURT, WAIVE(S) ANY RIGHT TO TRANSFER VENUE, AND WAIVE(S) ANY RIGHT TO A TRIAL BY JURY.
X , Individually X , Individually
Name: Name:
290
009679•P0102FMV_1111
Page 1 of 2
ADDITIONAL TERMS AND CONDITIONS OF AGREEMENT
L COMMENCEMENT OF LEASE. Commencement of this Lease and acceptance of the Equipment shall occur upon delivery of the Equipment to you. You agree to inspect the Equipment upon delivery
and verify by telephone or in writing suds information as we may require. If you sl red a purchase order or similar agreement for the purchase of the Equipment, by signing this Lease you assign to us all
of your rights, but none of your obligations under It. All attachments, accessories, rrpfaceme.its, replacement parts, substitutions, additions and repairs to the Equipment shall form part of the Equipment
under this Lease.
2. SECURITY DEPOSIT. The Security Deposit will be held by us, without Interest, and may be commingled (unless otherwise required by law), until all obligations under this Lease am satisfied, and may
be applied at our option against amounts due under this Lease. The Security Deposit will be returned to you upon termination of the Lease, provided you are not in default, or applied to the last Lease
Payment or to the amount we may quote for any purchase or upgrade of the Equipment.
3. LEASE PAYMENTS. You agree to remit to us the Lease Payment and all other sums when due and payable each Billing Period at the oddness we provide to you from time to time. Lease Paymens are
due whetter or not you are invoiced. You authorize us to adjust the Lease Payments by not more than 15% to reflect any reconfguati:n of the Equipment or adjustments to renect applicable sales taxes
or the cost of the Equipment by the manufacturer/supplier. If the Commencement of this Lease falls an any day other than the 20th day of a month, you agree to pay to us interim rent from
Commencement through, but not indudng, the 20th day of the month next following Commencement (the "Interim Rent Period") at a rate equal to 1/301h of the Lease Payment set forth herein for each
calendar day during the interim Rent Period. You may not pay off this Lease prior to the end of the Lease term without Our consent and We reserve the right to Barge a fee upon termination of this Lease
either by bade up, buy-out or default
4. LEASE CHARGES. You agree, at our dtvaetion, to either (1) reimburse us annually for all personal property and other similar taxes and governmental Barges associated with the ownership,
possession or use of the Equipment, or (2) remit to us each Billing Period our estimate of the pro -rated equivalent of such taxes and governmental charges. You agree to pay us an administrative fee for
the processing of taxes, assessments or fees which may be due and payable under this Lease. You agree to pay all other taxes associated with this Agreement and the Equipment. We may take on your
behalf any action required under this Lease which you fail to take, and upon receipt of our invoice you will promptly pay our costs (inducing insurance premiums and other payments to affiliates), plus
reasonable processing fees. Restrictive endorsements on checks you send to us will not reduce your obligations to us. We may charge you a return check or neon-sufflclent funds charge of $25.00 for any
check which is ret mad by the bank for any reason (not to exceed the maximum amount pe-meted by law).
S. LATE CHARGES. For any payment whkh Is not received by Its due date, you agree to pay a late charge equal to the higher of 10% of the amount due or;26.00 (not to exceed the maximum amount
permitted by law) as reasonable collection cents.
6. OWNERSHIP. USE MAINTENANCE AND REPAIR. We own the Equipment and you have the right to use the Equipment under the terms of this Lease. If this Lease is deemed to be a secured
transaction, you grant us a security interest In the Equipment to secure all of your obligations under this Lease. We hereby assign to you all our rights under any manufacturer or soppier warranties, so
long as you are not in eefauit hereunder. You must keep the Equipment free of liens. You may not remove the Equipment from the address indicated on the front of this Lease without first obtaining our
approval. You agree to: (a) keep the Equipment in your exclusive control and possession; (b) USE THE EQUIPMENT ONLY IN THE LAWFUL CONDUCT OF YOUR BUSINESS, AND NOT FOR
PERSONAL, HOUSEHOLD OR FAMILY PURPOSES; (c) use the Equipment in conformrty with all insurance requirements, manufacturers instructions and manuals; (d) keep the Equipment repaired and
maintained in good working Ender and as required by the manufacturer's rs warranty, certlfkation and standard full service maintenance contract and (e) give us reasonable access to inspect the Equipre it
and its maintenance and other records.
7. INDEMNITY. You are responsble for all losses, damage, Balms, nfrtgement clams, injuries and attorneys' fees and costs ("Oaims ), Incurred or asserted by any person, In any manner relating to the
Equipment, Including its use, condition or possession. You agree to defend and indemnify us against all Claims, although we reserve the right to control the defense and to select or approve defense
counsel. This indemnity continues beyond the tenninaton of this Lease, for acts or omissions which occurred during the Term of this Lease. You also agree that this Lease has been entered into on the
assumption that we will be entitled to certain tax benefits available to the owner of the Equipment You agree to indemnify us for the loss of any Income tax benefits caused by your acts or omission
inconsistent with such assumption or this Lease. In the event of any such loss, we may increase the Lease Payments and other amounts due to offset any such adverse effect.
0. LOSS OR DAMAGE. If any item of Equipment is lost, stolen or damaged you will, at your option and cost, either: (a) repair the item or replace the item with a comparable item reasonably acceptable to
us; or (b) pay us the sum of: (l) all past clue and current Lease Payments and Lease Charges, (ii) the present value of all remaining Lease Payments and Lease Charges for the Item, discounted at the rate
of 6% per annum (or the lowest rate permitted by law, whichever is higher) and Oil) the Falr Market Value of the Equipment We will then transfer to you all err right, title and interest In the Equipment AS -
IS AND WHERE -IS, WITHOUT ANY WARRANTY AS TO CONDITION, TITLE OR VALUE. Insurance proceeds shall be applied toward repair, replacement or payment hereunder, as applicable. In this Lease,
"Fair Market Value of the Equpment means Its fair market value at the end of the Term, assuming good order and condition (except for ordinary wear and tear from normal use), as estimated by us.
9. INSURANCE/COLLATERAL PROTECTION. You agree (a) to keep the Equipment fully Insured through a carrier acceptable to Us against bss at its replacement cost, with Us named as loss payee; (b)
to maintain comprehensive public liability insurance acceptable to Us and to include Us as an insured on the policy; (c) to provide proof of insurance satisfactory to Us no later than thirty (30) days
fdbwkg the commencement of this Agreement (or at commencement if We so elect), and thereafter upon Our written request; (d) if You fall to obtain and maintain property loss insurance satisfactory to
Us and/or You fail to provide proof of such insurance to Us within thirty (30) days of the commencement of the Agreement (or at commencement if We so elect), We have the option, but not the
obligation, to do as provided in either (A) or (B) as folows, as determined In Our discretion: (A) We may secure property loss insurance on the Equdpment From a carver of Our choosig in such forms and
amounts as We deem reasonable to protect Our interests. If We place insurance on the Equipment, We will not name You as an Insured and Your Interests may not be fully protected. if We secure
insurance on the Equipment, You will pay Us an amount for the premium whirls may be higher than the premium that You would pay If You placed the insurance kik:petxkitly and may result in a profit to
inestment in reinsurance. Any Insurance proceeds received will be applied, at Our optIon, (i) to repair, restore or replace the Equipment, or (fit) to pay Us the remaining balance of the Agreement plus Our
estimated resklual value, both discounted at 6% per year, provided We elect to apply this subsection A. (B) We may bill You and You shall pay Us monthly a property damage surcharge of up to .0035 of
the total stream of payments as a result of our administrative costs, credit risk or other costs. We may make a profit on this program. Provided You are current in paying the property damage surcharge
and al other °begatons under this Agreement at the time of a loss (Intentional acts are not included), the remanig balance owed on this Agreement will be forgiven, provided We elected to apply this
subsection B. NOTHING IN THIS SECTION WILL RELIEVE YOU OF YOUR OBLIGATION TO MAINTAIN LIABILITY INSURANCE COVERING THE EQUIPMENT.
10. DEFAULT. You will be in default under this Lease If. (a) you fail to remit to us any payment within ten (10) days of the due date or breads any other oblgaten under this Lease; (b) a petition is filed
by a egakist you or any Guarantor under cry bankruptcy or Insolvency law; or (c) you default under any other agreement with us.
11. REMEDIES. If you default, we may do one or more of the followig: (a) recover from you, AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY, the sum of: (i) all past due
and amen! Lease Payments and Lease Charges, (ill) the present value of all remaining Lease Payments and Lease Charges, discounted at the rate of 6% per annum (or the lowest rate permitted by law,
wtddiever is higher) and (GI) the Fair Market Value of the Equipment; (b) declare any other agreements between us In default; (c) require you to return al of the Equipment in the manner outlined below,
or take possession of the Equipment, In which case we shall not be held responsible for any losses directly or Indirectly arising out of, or by reason of the presence and/or use of any and all proprietary
information residing on or within the Equipment, end to lease or sell the Equipment or any portion thereof, and to apply the proceeds, less reasonable selling and adminlstrettve expenses, to the amounts
due hereunder; (d) charge you interest on all amounts due us from the due date until paid et the rate of 1-1/296 per month, but ei no event more than the lawful maximum rate; (e) charge you for
expenses incurred in connection with the enforcement of our remedies including, without furrtatlon, repossession, repair and collection costs, attorneys' fees and court costs. These remedies ere
are in addition to any other remedies provided for by law, and may be eacerdsed concurrently or separately. Any failure or delay by us to exerdse any right shall not operate as a waiver of any other right or
future right
1L END OF TERM OPTIONS; RETURN OF EQUIPMENT. At the end of the Term and upon 30 days prim written notice to us, you shall either (a) return all of the Equipment, a (b) purchase all of the
Equipment AS -IS AND WHERE -IS, WITHOUT ANY WARRANTY AS TO CONDITION, TITLE OR VALUE, for the Fair Market Value, plus applicable sales and otter taxes. This Lease shall continue an a north -
to -month basis and you shall pay us the same Lease Payments and Lease Charges es applied during g the Term until the Equipment is returned to us or you pay us the applicable purchase prise (and taxer).
If you are n default, or you do not purchase the Equipment at the end of the Term (or any month -to -month renewal tam), you shall return all of the Equipmet, freight and Insurance prepaid at your cost
and risk, to wherever we Indicate In the continental United States, with all manuals and logs, In good order and condition (except for ordinary wear and tear from normal use), packed per the shipping
company's speddflmtions. You will pay us for any loss in value resulting from the failure to maintain the Equipment in accordance with this Lease or tor damages tarred in shipping and handling.
13. SOFTWARE/DATA. Except as provided In this paragraph, references to "Equipment" Include any software referenced above cr installed ea the Equipuraxtt. We do not own the software and cannot main any
Ire.+ le A to >t.. Me w AS rwga•aFb ift the MOWN enure Wiles*es* wr to Nvm.nr Ueda. say bsnrnc apm.reo. Yee air warty repurMYir. for figrac isi.d eeowaw.lir wry orefa i danirgns u.tet an
Ott Fuanruuasw mar to in ohm fir aay reason
14. ASSIGNMENT. You Mier not asslMM or emote uF cry relics ar abigatlons ureter this tease or sub -lease the Equipment. wlgha* as pr or whiten come We slay, without notifying you, (a) assign
els Leese es our ittmest In the Equipment; and (b) release anrmaitlen we have*** you end Ors Leese ao the neseeNebKr. stfyier or any prospective investor, pendent or streamer of this Lease.
if we do make an assignment ceder sesectexi 11(a) above, tar assignee wit hive all of our dips tinder this Lane, but none of err etgatlona. You agree not to assert against our assignee done,
offsets or defenses you may have agsirsst is.
Lt. MISCELLANEOUS. Notices must be in milky and wit be deemed given S days are mailing to your (or our) bustles address. You wpasutt Oust (n) you Moe apMalRy to ante into Mhis Mead
by ao dole you weir ad Woes any liar or aflrawahi and (b) des Lone is signed by your authored offter or agent This Lear is the antra egweemen t bedaei us, sad ewe be modified wept by
another document signed by us. This Lease is biding on you and your successors and assigns. All lmanclal information You here provided le bus and a rwarble nepaertal rot of your beret
condition. You acetone us or mrr agent tcc (a) abain aedi reports and rake aedlt inqurk5 (b) furnish payment history to aedtt report,* senate and (c) file UCC financing sate miss. Aey elan you
have against us must be made wMMs one (t) year after the even With MARC R. If a cost fftdr airy provision of this tease to be unenforceable. all other terms shall remain In effect and anfonoeable.
Tor authorize us to !set or coned mask* irfarmsUai m this Lease, eluding imrr proper iegal nuke, sail swanhers and ow other Information describing the Equipment. 111E PARTIES INTEND Ile
TO OE A TINANCE LEASE' UNDER ARTICLE 711 OF THE UNIFORM COMMERCIAL COOS MCC). YOU WAIVE ALL Rt(?ftS AMU REMEDIES IANHARLO UwN A LESSEE BY !MIME 2A (S02-S22) OF THE
A6ree meat tiro.
000811NPOhTBFWW_,t I t Pelletal
12Ergiit'
eneurIIIr► •►s►&rs
575 E 42nd Street
Boise, Idaho 83714
Service Agreement
Main (208) 375-4410
Service (208) 947-3600
Supplies (208) 947-3625
Customer Information
— -
Terms
Billing Location
Business Name City of McCall
❑ Single Invoice Billing Contract Number
Address 216 E. Park St.
Effective Date install Term 12 Months Zone 1
City, State, Zip McCall, ID 83638
Contact Dave Simmonds
Base
vMonth
Billing Period
y ❑ Quarter Y Semi -Annually ❑Annually
Phone Number 634-8547
Fax Number
Email admin@mccall.id.us
Customer #
Base Billing
Images
Included
Overage Rate
Equipment Location
Business Name
v
Same as Billing
B/W
$40.05
4,500
$0.0089
Address
Color
$56.60
1,000
0.0566
I
City, State, Zip
Contact
Scans
Phone Number
Fax Number
Total Base Billing $ 96.65
v
Overage Billing Period
Monthly ❑ Quarterly
Email
Custome #
Service Level
Basic
Includes parts, labor, toner, consumables. Excludes network support, paper, staples, and machine moves.
❑ Standard
Includes NetSource support, parts, labor, toner, consumables. Excludes paper, staples, and machine moves. Annual service level fee of
$ , to be prorated and billed in conjunction with base billing cycle.
❑ Premium
Includes NetSource support, parts, labor, toner, consumables, staples, and machine moves. Excludes paper. Annual service level fee of
$ , to be prorated and billed in conjunction with base billing cycle.
,
Equipment
—
Make
Model
Serial Number
Equip#
B/W Start Meter
Color Start Meter
Ricoh
MPC4503
Notes
Acceptance
This agreement, the terms and conditions on reverse side, and referenced
attachments constitute the entire contract of the parties hereto and
supersedes any prior agreement between the parties.
by 41
Includes staples.
CPC Rates: Years 1,2, 3: B/W .0089 Color .0566
Year 4: B/W .0094 Color .0594
Year 5: B/W .0099 Color .0624
stomer Signat mix.
Printed Name
Fisher's Authorized Signature Date
Page 1 of 2
Service Agreement Terms and Conditions
This Agreement (Contract) is between Fisher's Document Systems (FDS) and FDS's servicing clent Kam* ibis Contract shall remain In effect for the
lesser of the service agreement contract term or the term of any associated lease agreement- For service and supples agreements, the client IMO be
billed on a monthly, quarterly, NIMBI or send -annual basis for the contracted minimum payment (payable in advance of each period) plus overages for
the previous period. Other service charges will be billed on an as -needed busts.
FDS will provide service calls and routine maintenance during its normal business hours (8:00 a.m. — 5:00 p.m.) not ktduding Saturdays, Sundays, or
Fishw's holidays. Special rates are available for service beyond normal business hours.
This Contract will automatically renew on an annual basis unless a written notice of cancellation Is received by either party thirty days prior to the
expiration date. FDS reserves the right to escalate service pricing on an annual basis for the base and overage meter charges. FDS reserves the right to
wkhhold service and supplies or to cancel this agreement If the account is over thirty days past due. In the event of Cancellation due to non-payment,
FDS will bril the accent for any servioe or supplies provided up to and including the date of a ncellebon plus early termination fees- Early termination
may occur unless service b bundled with a lease or equipment rental and will be cakulated based on the anneal renewal date. The fees are as follows: 1
to 4 months into current contract period yields 4 tirnes monthly contract amount; S to 8 months into current oontract period yields 3 times monthly
contract amount; 9 to 12 months into current contract period yields 2 times monthly contract amount. Any excess parts or supplies provided by FD5
under the terms of the Contract will remain the property of FDS and must be returned at the expiation or termination of this Contract. This Contract
may not be transferred to another individual and/or business without prior written authorisation from FDS
Service and Supplies Agreement. The services covered under a service and supplies agreement include parts, labor, emergency cans (during normal
business hours), product maintenance required to keep the equipment operating properly, initial networking of network-eorxtected devices, and
training of the Client's key operators. The services covered under this agreement do not include: Paper, staples, exterior hardware (doors, covers,
operation panels, paper cassettes lost manuals), in -shop rebuilds on equipment over five years old or that have surpassed the manufacturer's
recommended useful life, labor to dean toner spats, additional counting or monitoring devices (i.e.: Equltrac, "Copy, or Hecon), equipment relocation,
or any servke required due to acadernt, abuse, misuse, theft, neglect or damage caused by moving companies, Are, flood or any other force of nature.
Toner yield is based on 6% page coverage per meter dick for black and white and 20% coverage for color images. FDS may bill for additional toner if
tuner consumption exceeds these yields_ Networked devices, drive upgrades,/reinstalls, printing and scenting issues are not covered under this
Contract for ongoing services unless the STANDARD or PREMIUM service level agreement is purchased. Client locations that are twenty -Ave miles
beyond the closest FDS location will be subject to an additional trip dtarge if not specifically included In base contract fee and may be subject to the cost
of freight for toner and parts. FDS retains the option to include a fuel surcharge for any contract or services provided and/or a stipples delivery dw>De.
Minimum bangs for the machine meter count (print. copy, scan) and any exams meter changes will be invoiced to the Client and due upon receipt. The
meter will advance once for each 8% x 11(lettter) page end twice for each 11 x 17 (ledger) page. When in duplex mode, the meter will advance twice
for each letter page and far tines for each ledger page. The minimum and excess curses indude all emergency 'entice routine maintenance and
required parts and/or supplies as dictated by selected service level agreement.
NetSource Support Agreement . Standard and Premium packages caner post•installatiwt network engineering services such as: Software driver; driver
updates, networit cables and hub/switches (if provided by FDS). Also included is telephone support and support for printing or scanning issues directly
reiated to the contracted equipment. These agreements are sold at a flat rate annual price as listed on front side of this Contract Products and services
not included in Standard and Premium plans are: Service required after end -user installation of software, software updates, dents to the operating
systems or additional workstations, severs, any change to the network emtkonment, or network support for hardware and software not provided by
FDS FDS win provide technical assistance at an hourly service rate for any labor required to repair or service items not coveredby these agreements
plea the cost of required parts.
Software Support Agreement Support for software applications and equipment add -arts is available for the rates and terms listed on the front side of
this Contract. 5pedfic terms and conditions of any software support agreements will be detailed in an attached document.
Client Responsibility. It is the Client's responsibility to provide an electrical power source that meets the manufacturer's specifications without the
need of adaptors or extension cords. Surge protectors/power Alters will be required on as contracts. Equipment sold by FDS will include a surge
protector which will remain the property of FDS. The Client will also be responsible for performing normal operator care and cleaning as outlined in the
user manual. This includes but is not limited to: Color calibration, cleaning of sat and contact glass, removal of paper Jams, Installation of toner, image
units, waste tanks and staples, and disposal of waste hole punch, trimmed staples, and toner waste tanks. The Client Is solely responsible for normal
operator functions such as system backups, vines scam, and network security. If certain repair items become unavailable from the manufacturer, this
Contract can be terminated by either party or remain in effect and continue to provide the services described above except to exdude those parts that
are no longer rmaabte.
Meter Collection Obligations . The Client agrees to provide FDS with accurate and timely meter readings at the end of the billing period. Several
options for meter read coaecdon are available including automated remote meter collection (which may carry an additional software coat), email,
webslte, fax, or telephone meter collection. In the case of automated remote meter collection, the Client agrees to accept the accuracy of such readings
at the time of billing and reserves the right to audit those readings at any time.
No tiabiaty for Consequend al Damages. FDS will, at the request of the pent, Install network copiers,/priters and other related products, on the
Client's designated network, servers or workstations. in no event shall FDS be gable for any damages whatsoever (Including without amukabon, damages
for loss of business profits, business Interruption, loss of business Information, or any other pecuniary loss) arising out of the Installation process of
these software and hardware products.
Page 2 of 2
GOVERNMENTAL ENTITIES ADDENDUM
TECIINOLOGI
This is an addendum ("Addendum") to and part of that certain agreement between Fisher's Technology
("we", "our") and City of McCall ("Governmental Entity", "you", or "your"), which agreement is identified in our
records as agreement number ("Agreement"). All capitalized terms used in this Addendum which
are not defined herein shall have the meanings given to such terms in the Agreement.
APPLICABLE TO GOVERNMENTAL ENTITIES ONLY
You hereby represent and warrant to us that as of the date of the Agreement: (a) the individual who
executed the Agreement had full power and authority to execute the Agreement on your behalf; (b) all required
procedures necessary to make the Agreement a legal and binding obligation against you have been followed; (c)
the Equipment will be operated and controlled by you and will be used for essential govemment purposes for the
entire term of the Agreement; (d) that all payments due and payable for the current fiscal year are within the
current budget and are within an available, unexhausted, and unencumbered appropriation; (e) you intend to pay
all amounts payable under the terms of the Agreement when due, if funds are legally available to do so; (f) your
obligations to remit amounts under the Agreement constitute a current expense and not a debt under applicable
state law; (g) no provision of the Agreement constitutes a pledge of your tax or general revenues; and (h) you will
comply with any applicable information reporting requirements of the tax code, which may include 8038-G or
8038-GC Information Returns. If funds are not appropriated to pay amounts due under the Agreement for any
future fiscal period, you shall have the right to return the Equipment and terminate the Agreement on the last day
of the fiscal period for which funds were available, without penalty or additional expense to you (other than the
expense of returning the Equipment to the location designated by us), provided that at least thirty (30) days prior
to the start of the fiscal period for which funds were not appropriated, your Chief Executive Officer (or Legal
Counsel) delivers to us a certificate (or opinion) certifying that (a) you are a state or a fully constituted political
subdivision or agency of the state in which you are located; (b) funds have not been appropriated for the
applicable fiscal period to pay amounts due under the Agreement; (c) such non -appropriation did not result from
any act or failure to act by you; and (d) you have exhausted all funds legally available for the payment of amounts
due under the Agreement. You agree that this paragraph shall only apply if, and to the extent that, state law
precludes you from entering into the Agreement if the Agreement constitutes a multi -year unconditional payment
obligation.
GOVERNMENTAL ENTITY'S AUTHORIZED SIC NATURE
(As Stated Above)
Fisher's Technology
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DATE
Non -Appropriation Addendum
Lessee/Renter/Customer: City of
McCall, Idaho
Title of lease, rental or other agreement:
Dated:
Lessor:
Lease, rental or contract #:
This Non -Appropriation Addendum (this "Addendum") is made by and between
the above -referenced lessee, renter or other customer ("City") and the above -
referenced lessor ("Lessor").
Introduction: City and Lessor are simultaneously herewith entering into the
above -referenced lease, rental, or other agreement (the "Lease"); and City and Lessor
wish to modify and/or supplement the terms of the Lease, as more particularly set forth
herein below. This Addendum shall be effective as of the same date as the Lease (the
"Effective Date").
1. Incorporation and Effect. This Addendum is hereby made a part of, and
incorporated into, the Lease as though fully set forth therein. As modified or
supplemented by the terms set forth herein, the provisions of the Lease 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 Lease, the provision of this Addendum shall
control. In entering into this Addendum, it is the intent of City and Lessor to conform the
terms and conditions of the Lease to the requirements of all applicable federal, state
and local laws, rules and regulations relating to governmental 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 Lease.
2. Definitions. Capitalized terms herein that are not otherwise specifically
defined herein shall have the same meanings as set forth in the Lease. 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 term) as defined and used
in the Lease.
3. Non -Appropriation of Funds. City hereby represents, warrants and
covenants to Lessor that: (a) City intends, subject only to the provisions of this Section
3, to remit to Lessor all sums due and to become due under the Lease for the full multi-
year term thereof; (b) City's governing body has appropriated sufficient funds to pay all
amounts due to Lessor during City's current fiscal period; (c) City 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) City 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 Lease, 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 City's
governing body. In the event City's governing body fails to appropriate sufficient funds
to make all payments and pay other amounts due and to become due during City's
future fiscal periods, City may terminate the Lease as of the last day of the fiscal period
for which appropriations were received (an "Event of Non -appropriation"). City agrees
to deliver written notice of an Event of Non -appropriation to Lessor at least 30 days
prior to the end of City's then -current fiscal period, or if an Event of Non -appropriation
has not occurred by that date, promptly upon the occurrence of any such Event of
Non -appropriation and to return the Goods pursuant to the return requirements stated
in the Lease on or before the effective date of termination. City and Lessor understand
and intend that City's obligation to make payments and pay other amounts due under
the Lease shall constitute a current expense and shall not in any way be construed to
be a debt, obligation, or liability in contravention of any applicable constitutional or
statutory limitations or requirements concerning City's creation of indebtedness, nor
shall anything contained herein constitute a pledge of City's general tax revenues,
funds or monies.
4. Additional Representations, warranties and Covenants of City. In
addition to the other representations, warranties and covenants made by City as set
forth in the Lease, City hereby represents, warrants and covenants to Lessor that: (a)
City has the povver and authority under applicable law to enter into the Lease and this
Addendum and the transactions contemplated herein and therein and to perform all of
its obligations hereunder and thereunder, (b) City has duly authorized the execution
and delivery of the Lease 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 Lease and this Addendum, (c) all legal and other
requirements have been met, and procedures have occurred, to render the Lease and
this Addendum enforceable against City in accordance with their terms, and City has
complied with such public bidding requirements as may be applicable to the Lease and
this Addendum and the transactions contemplated herein and therein, (d) upon
Lessor's request, City will provide Lessor with a copy of City's current financial
statements within 150 days after the end of each fiscal period, and (e) during the term
of the Lease, unless and until the Lease is terminated in accordance with Section 3
above, City shall provide to Lessor, 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 City's ability to continue the Lease, as
Lessor may request.
5. Indemnification. To the extent City is or may be obligated to indemnify,
defend or hold Lessor harmless under the terms of the Lease, any such indemnification
obligation shall arise only to the extent permitted by applicable law andl shall be limited
solely to sums lawfully appropriated for such purpose in accordance with Section 3
above.
6. Remedies. To the extent Lessor's remedies for a City default under the
Lease include any right to accelerate amounts to become due under the Lease, such
acceleration shall be limited to amounts to become due during City's then current fiscal
period. In the event that City is obligated to return the Goods to Lessor, the same
shall be done at City expense so long as the destination is not more than 1000 miles
distant from the City of McCall, Idaho; otherwise, Lessor shall pay the expense of
transportation to the destination designated by Lessor. After an Event of Non -
appropriation, so long as the lease payment for the then current fiscal year has been
paid, upon delivery of the Goods in the manner prescribed and so long as the Goods
shall be in the same condition as when received by City (ordinary wear and tear
excepted) and is in good operating order and maintenance as required in the Lease,
City's obligation to Lessor shall be deemed satisfied. To the extent that the Lease
contains a limitation of remedies clause restricting remedies available to the City, such
limitation shall be subject to Article 8, Section 4, of the Idaho Constitution.
7. Tax warranties. Notwithstanding anything in the Lease to the contrary,
City makes no warranties regarding whether any portion of the lease payments are
interest or that the interest is exempt from taxation because of City's governmental
status. City will and does warrant that it is a municipal corporation organized under the
laws of the state of Idaho, and will complete any IRS or other tax agency forms that
Lessor directs so long as the information sought and factual representations to be
made on the forms can be made accurately within the format of the forms. City
reserves the right to include any explanation of data that City deems necessary to avoid
misrepresenting any facts on said forms. A determination by any taxing authority that
the lease payments, or any part of the lease payments, are includable in Lessor's gross
income shall not constitute a default under the Lease and will not result in any increase
in amounts payable under the lease.
8. Accessions and attachments. Notwithstanding anything in the Lease to
the contrary, any accessions or attachments made to the Goods by the City are not part
of the Goods, and are not part of the Lease unless the accessions or attachments are
provided by Lessor or Lessor's affiliate and are part of the description of the Goods
contained in the lease, or, are bona fide replacements of original equipment integral to
the Goods at the time of delivery to the City. At termination of the Lease, before the
Goods are returned to Lessor, City will remove any accessions or attachments it has
affixed to the Goods and will repair any damage to the Goods occasioned by the
removal of the same.
9. Preservation of right of offset. Notwithstanding anything in the Lease
to the contrary, City retains the right to offset against amounts due under the Lease any
defense, claim, setoff, or counterclaim or other right, existing or future, which City may
have against the Lessor, or the entity that supplied the Goods.
10. Insurance. Notwithstanding anything in the Lease to the contrary,
Lessor shall not be City's attorney in fact in any way or for any reason including but not
limited to insurance. City shall not be obligated to assign any insurance policies, titles,
rights or benefits to Lessor. The City shall name the Lessor as a loss payee on the
insurance coverage for the leased personal property. City shall have no obligation to
add the Lessor as an additional named insured because the City's insurer prohibits
such addition.
11. Opinion letter by Counsel for City. The opinion letter, if any, required
by Lessor from counsel for the City shall only require that counsel opine on: 1) whether
the City is duly organized and legally existing as a political subdivision under the
Constitution and laws of the state of Idaho; 2) whether the Lease has been duly
authorized, executed and delivered by the City and, subject to any applicable
bankruptcy, insolvency, moratorium, or other limitations found in Idaho law, is
enforceable against City in accordance with its terms; 3) whether there is any litigation
pending or, within counsel's best knowledge, threatened which seeks to restrain,
enjoin, or in any other way challenges the authority of City to enter into the Lease or
make an appropriation for payment of an annual lease payment; and 4) whether the
Lease has been authorized, approved, and executed in accordance with all applicable
open meeting, public records, and public bidding laws. No further opinions shall be
required unless Lessor is willing to fully and adequately compensate counsel for the
additional requested opinions and the liability thereby assumed.
12. Governing Law and Forum. Notwithstanding anything in the Lease to
the contrary, the Lease and this Addendum shall be governed by, construed and
enforced in accordance with the laws of the state of Idaho, and any proceedings related
to the lease will be adjudicated in state or federal court in Idaho.
13. Miscellaneous. This Addendum, together with the provisions of the
Lease 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.
GOVERNMENTAL E
(As Stated Above) X,
OUR SIGNATURE
Fisher's Technology
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Cla Wk.\ YU Eg_4#
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