Konica Minolta Business Solutions/HR,-Konica Minolta Business ?Solution5-USA, Inc. `-"''kac7w 67/??.(/°
Human Resources Department-200$,
Copier
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Appropriation 91201-515-01;'P.0-418234
Contract Not To Exceed $1;345:00 F'Q?Ci?s ?_y
AGREEMENT FOR.PURCHASE OF GOODS AND SELtVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES {"Agreement") is hereby entered into by
and between the City of Carmel, 'Indiana„acting by and through its'Bbard of-Public-Works and Safety ("City"), and
Konica Minolta Business Solutions EJSA, Inc. an, entity duly authorized to do business in the State of Indiana
("Vendor').
TERMS AND CONDITIONS
ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it:has read and understands,this_Agreement' and agrees that ts'execubon.of
same constitutes its acceptance of'all of the Agreement's;termsand.conditions.
2. PERFORMANCE:
City agrees to. purchase the goods. andlor-services (the "Goods; and Services") from Vendor using City
budge t`appropriation number 1201,515-0.1 funds:.Vendor;agrees'to_provide the'Goods and Services and to
otherwise perform the requirements of this Agreement by applying at all times the highest technical and
industry standards.
PRICE AND PAYMENT TERMS;
3.1 Vendor estimatestnat the total price for the Goods and Services to be provided to City hereunder
shall be no•more than One Thousand Three Hundred Forty Five Dollars ($1,345.00) (the "Estimate").
Vendor shall submit an invoice to City no more than once every thirty (30) days detailing the Goods
and Services provided to City within such time period. City shall pay Vendor for-such Goods and
Services; within sixty (60)*days after the°,date of,City`s"receipt of Ve'ndor's invoice detailing same, so
long as and to the extent such Goods arfd'Services,are not disputed, are in accordance with the
+specifications set' forth in Exhibit A, are submitted on an invoice that contains the information
contained on attached Exhibit B, and Vendor has otherwise;performed;and satisfied ail the terms
and conditions of this Agreement:
32 Vendor agrees not to provide any'Goods and.Services to City thatswould cause the total cost of the
Goods and Services, provided by'Vendorto City hereunderto exceed the Estimate„unless Cily has
previous ty`agreed, it ihng,.to payanamount in excess thereof:
WARRANTY:
Vendor expressly warrants that the Goods and. Services' covered bylhis.Agreement will conform to.those
certain specifications, descriptions and/or quotations regarding same as.were provided to. Vendor by City
andlof by, Vendor to and accepted by City, ail of which documents are incorporated herein by'reference, and
that the Goods and Services will be delivered in, a timely, good and workmanlike manner and free from
defect. Vendoracknowied9es that it knows of City's intended use -and expressly warrants that the Goods
and Services provided to City pursuant to this Agreement tlave.heen selected by Vendor based upon City's
stated use and are fit and sufficient for their pai ticular,purpose.
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Konica Minolta Business Solutions USA, Inc.
Human Resources Department - 2008,
Copier
Appropriation #1201-515-01; P.O. 918234
Contract Not To Exceed $1,345.00
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same ("Effective
Date"), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of
the essence of this Agreement.
DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of
all chemicals, materials, substances and items used in or during the provision of the Goods and Services
provided hereunder, including the quantity, quality and concentration thereof and any other information
relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to
furnish to City sufficient written warning and notice (including appropriate labels on containers and packing)
of any hazardous material utilized in or that is a part of the Goods and Services.
LIENS:
Vendor shall not cause or permit the filing of any lien on any of City's property. In"the event any such lien is
filed and Vendor fails to remove such lien within ten (10) days,after the filing thereof, by payment or bonding,
City shall have the right to pay such.lien or obtain such bond, all at Vendor's sole cost and expense.
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Vendor's warranties; (b) fails to.provide the Goods and Services as specified herein;
(c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does
not correct such failure or breach within five (5) business days (or such shorter period of time as is
commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or
breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for. the benefit of
creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to
(1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights
and remedies available to City at law and/or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers' compensation, occupational disease and/or
unemployment compensation act; for bodily injuries including, but not limited'to, personal injury, sickness,
disease or death of or to any of Vendors agents, officers, employees, contractors and subcontractors; and,
for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom.
The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall
cause its insurers to name City as.an additional insured on all such insurance policies, shall promptly provide
City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be
canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and
against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney
fees) for injury, death and/or damages to any person or property arising from or in connection with Vendor's
provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property.
Konica Minolta Business Solutions USA, Inc.
Human Resources Department -2008
Copier
Appropriation #1201-515-01; P.O. #18234
Contract Not To Exceed $1,345.00
Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and
employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney
fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor's agents,
officers, employees, contractors or subcontractors in the performance of this Agreement. These
indemnification obligations shall survive fhe termination of this Agreement.
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless
City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules,
regulations and codes. This indemnification obligation shall survive the termination of this Agreement.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all" laws of the United States, the State of Indiana and City prohibiting
discrimination against any employee, applicant for employment or other person in the provision of any Goods
and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of
employment and any other matter related to their employment or subcontracting, because of race, religion,
color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran
status.
12. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement shall not
affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any
party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the
same or any other provision hereof.
13. NON-ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not
delegate its obligations under this Agreement without City's prior written consent.
14. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price
set forth herein shall be the full and maximum compensation and monies required of City to be paid to
Vendor under or pursuant to this Agreement.
15. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana,
except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is fled hereunder, they
waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County,
Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same.
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Konica Minolta Business Solutions USA, Inc.
Human Resources Department-2008
Copier
Appropriation #1201-515-01; P.O. #18234
Contract Not To Exceed $1,345.00
16. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Agreement shall remain in full force and effect.
17. NOTICE:
Any notice provided for in this Agreement will be sufficient.if it is in writing and is delivered by postage
prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified
herein:
If to City: City of Carmel
One Civic Square
Carmel, Indiana 46032
ATTN: Barb Lamb
AND
Douglas C. Haney, City Attorney,
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor: Konica Minolta Business Solutions USA, Inc..
Address: 100 Williams Drive
Ramsey, NJ 07446
Telephone: 201-8254000
ATTENTION: Myrtha Eugene
Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be effective if given
orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from
•the date of such oral notice.
18. TERMINATION:
18.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to
Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by
Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and
Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to
receive only payment for the undisputed invoice amount representing conforming Goods and
Services delivered as of the date of termination, except that such payment amount shall not exceed
the Estimate amount in effect at the time of termination, unless the parties have previously agreed in
writing to a greater amount.
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Konica Minolta Business Solutions USA, Inc.
Human Resources Department - 2008
Copier
Appropriation #1201-515-01; P.O. 418234
Contract Not To Exceed $1,345.00
18.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the
event of such termination, Vendor shall be entitled to receive only payment for the undisputed
invoice amount of conforming Goods and Services delivered as of the date of termination, except
that such payment amount shall not exceed the Estimate amount in effect at the time of termination,
unless the parties have previously agreed in writing to a greater amount.
19. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
20. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods
and services to City. When City desires additional goods and services from Vendor, the City shall notify
Vendor of such additional goods and services desired, as well as the time frame in which same are to be
provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional
goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in
writing, to provide such additional goods and services, shall such goods and services be provided by Vendor
to City. A copy of the City's authorization documents for the purchase of additional goods and services shall
be numbered and attached hereto in the order in which they are approved by City.
21. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 18
hereinabove, this Agreement shall be in effect from.the Effective Date through December 31, 2008, and
shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year,
unless otherwise agreed by the parties hereto.
22. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit, expand or otherwise alter,the meaning of any provision hereof.
23. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors; assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations
set forth in Agreement.
24. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
25. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely, voluntarily, and without any duress, undue influence or coercion.
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Konica Minolta
Fluman Resources Department - 2008
Copier /,Zot-S19- l
Appropriation #1295 636; P:O. #16626 / YA 3,1+
Contract Not To Exceed 6+1,439 66 t /) 3y S.00
26. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein; but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreement shall govem and prevail.
This Agreement may only be modified by written amendment executed by both parties hereto, or their
successors in interest,
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
KONICA MINOLTA?2u 5?V-`I-s i5"°, U. S. A
.rr) e_
By:
55i e Signature
'5)Qeun uy)>L oeAp_
Printed Name
Title
FIDMN: Ael
SSN if Sole Proprietor:
-71
Date: 7/k/
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CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
Konica: Minolta. Bus! tress Solutions U.S.A,_Jne: Date:. 1112SI2007
branch Cob e: 24a 11NOY
Salev'Rep No: 454901
KONICA heiNOLTA -
Color Hybrid Maintenance Contract (Farm C)
Name- City Of Carmel Acct No.: Name:. .Acc(.'No
Aderess Line 1- HR. Dept Address Line 1:
Address. Line 2' Address Linen:
Street Address: Ore Clvie Square Street Address:
Ci :. Carroei Stater IN 2i 46032 city stale,. Zip:
..
Tax. Exemption ]do Q+ ves ldertLralenRUinal Ta;"Fxvmpticri Number:
PO Required Q' NO ,I? zes fcopyrnquirea) PO'Nhmber PO Expirailon'. Date
Payment Tones:
Credit Care Q-wa El yes CrediLCard Typel, ? AMlc' ? Mc 'Q vise , Credii'Card Number
Expiration Date: CW. Number'
Name on Credit Card
Standard Cplor Hybrid;MalntBnance
Cost Par Copy
Q w;th`-Pnws Q. wnhaits Does - Iw V%ud Sepamtery' Effective. Date: Install
Billing cycle for CPC portion: [I mmt* Contract Term (Months): [Z 12- Qza []3s Q4e C],M
.
1107Gounts:. o t I]2
,
Annual Contract FeeB 444 fGRCOforcepies/prints, tar period of l year or 6,000.
copieslprints• whichever comes' first
During this period black and white copiesiprinls will be billed monthly in arrears on a CPC basis at . S •0.011a
Product Covered Under Contract
Item Model Dese.. Sc..] Number Type Sran Meier ReaG vo?ame Annual Cenpaci ECO CPc Rate
C ! a 060 5 444.00 111171
1 Biihlio C351 BAN S 9.0111.
C
2 Note colorat.074 nAN
C I IS `TY ,:
3 'BNV I . j.,,S
'. ..
?S
,
4. tree s
r
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C_urla_u+er'a ngnmure b?eltiw nckno ledges rererp+and c'oacemro KhBSserwce nwlrirenahc+.l re rruir+bdcwir4hneuprulfed an`beck:6flhetjarnt. -_-?_ ?, -'r:
,?. .?
Ki'4116 Representative
Name:
Pkuv alter Dare
Si-nature UIRS Sates Manager
?arc Dale
Title' KNIBS 7echaic.lMmage*
c-
r
New CuK.ar E] MaiamnarxE,[ Iy LJMSin1GMKt W/Equpment Ortls ?f1raIGrSEM[en
Customer's fax number for meters
Key Op ermo. Cnmaol Shell Lin elsau -h P1onr 317) 57.1-2455' FinaitAddress •slin elbau Ys
Meter Read Cantacl Phone Email'Addresx C2Iflle jjn; OV
Anno4ce, Pavabla Contact Phone Email Adcress
Comments / Special 7nsiratllons Addidr,.l Documents Attacb C6
QPdrn&[epnpn QTax Exempt rxv file
t?Pmchau Omer. COen.t oeti S+aet
?': s_'m9nien Grvuy#ler.ncnl, , ? 551ea'Rep`Y .'?? , ,?„?S,y"" e5a3'ei' Rep Name'firlease PHa WNM,r N, J z'Salee Re In eemall eiCi% ,-_e:
Origiandng 2481Dd4&4901 RicklEdmondsdn redmonoson?
Order Taking 248 fnd 484901 RiCk Edmondson
servicing 2481ndy 484901 Rick. Edmondson
Cohimm Prucassed, Branch ohty (B7ancll Name)
APPROVED B-ACCPPTIID A I RtitRS Fy DATE
02102(2006 - revised 0320106 1 Cihicf Carmel HR Servde Contract. Fortes Nov 29 07 1'.xls
j?. PAYMENT: Paymrt Is the wahn thirty (30) flays from ft date of Me Senate. Snduld the customer tau to Make any payment clue lereunde, or a Or heron, munvelt a be a party to d acqund
in any 03nlauvtY v recenersNP abcnoedhq or. arty arolef a. affecorg that affairs or property of Cu4emer, WEBS may (I) rar" o continue to nLntre Nu entapment Or (2) sumiM serwm an a bn
bavel and meeial bas;, xiltkut pre,dice to any otter remedies KMBS may have. If Customer fads M make any Payment enter, due, there win be a xtrice charge of One and oneivlf percent (: 1/2%)
m t3al amdbm Cure Or ME monsmum "al rate alai by law, vdlKllever Is ICS NO CASH PAYMENTS ACYSEO. Accepted manners of Payment are try Male CRV¢ Cad a checks made payable M W
2. METER READINGS: Custwne yell povde accurate aM alreN manor ma dlrg5 at the and d. Each ti radial In a manner preRneall by KMBS. W HS Rena hove aaEes to manna the me
reddbga ano If mL2f redomini art red, noperad In a trmet, manner, WEE my obtain Or ado mate than and EYRa'lIM aBrC51a pay or maintenance aNNCIs IMYd on estimated mater and m,,, Carl
Man pa maned as lw9 mete dick.. 11' art' staff Be reamed as dea mete, egi4 !heal wnean In INS a7KmeM. Fee r Oder; egeipeN with ba mot Printag calYNtUrd, Not fdlant,g meRf drink dlart
Met apply: IM7- ° 3 dills; 2713V- 4 dicks; 36147' - 5 dido
3. INSTALLATION: EMCMSM stlall be insalkd by An a menitad KMBS reaesenMwe, at Ctnromets able cffi and expense, Ctdhmer shall eream That equipment IS placed in an eMUaMnon, of
cpnfams with the msnufactaer's pecir¢apva and mquremems and wp bear all mR and oraense fm any adeptaxnal neceismies required for Irealatlo: RF11 as madit one and electrical vanig, reaction
and nolsd and pover fines. Airy efecbical xmk eabral to the equpmem (ice assmatet penph eeApment, payer, tratmtdssgn and plane knes, and modems) and epapmvlt de ono Is nor CON&
Ms Agreement,
4 COMMENCEMENT OF SERVICE: The eedpmmt in= M In peed coWWn bn We canrflPMellert date of U&S agreement KMBS CNVMS for pans and Tabor reputed to plait the MaTrnem in su
condition Vlkss pMIN uWar any aNi it a Wafaniks or a =Lanup u5 reinlenente apreNneM. KMB$ wiG Nupice DY NROlller and 1145 w111 at Y1 ibtlitbn [p ilk plce %t faUt pre Ilk revP.rsC nenWl.
5 ADDITIONAL EQUIPMENT: No maintenance SeyKe Or addaanal re pbSUl.ttd imparment we OR pnWided W W35 ue? it Is aindoned by MMES, m rmlmp, for coyEmge. WES reSerMS Me regal
adj= Me meeage pendd for any addax al or :.aslMdl equipment to assure comma, now l date,
6 SERVICE INCLUDED: Th. Agreement layers labor a mmke, and am preenthe ma damance smyKe as well a$ mmeaal p . 9 part repleeements Jill ha on en exchange basis wah m
or refvbislkd items. Emergency Service Calls will ha performed at ad abra Wrge during rational Wsness hon. UNes otherwise i. i W, Normal bh5irees hours are 8:30 am. to S:O(I p.m., Morel
though Friday, exrluslse at hoadays observe] W KMBS. OveNme chages, at KMBS Men Nrrent rate, will ber dais b OR senior calls bur ramkl business hours. In addition W nary oVUw n l
mdeuwa, Wri$ naeryC Ue agar ed ddete dlRgnVm red equipment from Nis Agreemanb If harts became unavia.de fa disml . equipmera.
g. PREVENTIVE MAINTENANCE: Prevenore ali'mtamKe shall a pedamol an the egllp'nanl at the Intervals ddmed'W le Techriall Senra. Manuals for Vic parfcular model. Prevent
Marra erance MR Ini/ude dearail IWnCDUpn, adjuRmarY., and may be made at Me same time remelal SeiN¢ is berg pedamed , MMES tRMIONIMS M not carry, a deliver co.TSUmble suppled (tare
developer, dc). It is me cm=ees respvsb'dity ro haw the necessary su0tlks pyramidal for the Teachninows me,
8. ACCESS: Candmer shall provide KMBS p osvrel with free and hull acts M inn egaprnenl and any moot ry operating time fa OR puposes of fumaNng mawenanc, sen+ces. CuRane, M
arrange and moan Mat one d icy anpial is pmselt at all times Nhd, KMBS pensovkl perform maintenance swifts
9. SELLER'S AGENTS: Cusomer ad nkeyedged Met R nap been edvBLL Mal no agent, enyoyee, Or reada'l2tlse Of KMBS has any au hoary to hand KMBS to any afir eat on, promise, rtvesanume
or warranty caoemi g arty Of tic equanent a lervic, Unless an atfamUan, promise; represen[atiOn, or vien,my Is specifically set forth in Ws Agreement it races not farm a bass d this pegaln and in
rot be, enforceable agamR KMBS.
10. DISCLAIMER: This Agreement does rent ewer peruke recand due to malfunction of pans, atldvnmq a wNhos at ren-KMBS mambecure. Waei the vat of a particular ORION item my tau
mchuk damage or require enoodynne same ng, KMBS, upon rule NO CLipper d, war Na done" remedial Or prayeril" Sarah fa. Mat eeudmdlt By ImfodMN RrfyliC Of d'.Yemb) mManue ino V
WSS agLLpmeM CVRane acRyls Me fespMdbbly to pay fa ery mandrel Or cormalhR service retired. My alleraNms, nGdlfcallad or changes to Me CgNarlelt by opmea le bane Man KMB
IruuMrg Cudomv, may rep¢ in ivm!reaon of UNa "artery. W,ma a purer manks-re val, Ms Agreement does not apply TO any Nap?kM whoa ceases to be at Me case mer location deama an d
reverse Sipe nereaf. Thll Agreemen: does'n ct apply, o any equrmmt tort or damaged thvgn ecdoent, abuse, misuse, MeR, negRdC acts a Mad pil fire, water, casualty Or any Off M1.1 fat
and nary Read drdamege acumrng from arty at the roregarg is pecifically eirdi6ed from this Agreement '
11. AUTOMATIC RENEWAL: SenA[e On ardayiMel equiphknt Mall a.tomeicaby, ha Catasdel far successive one Year term at the Caen pmaY.lg one unless Custme Or KMe5 plwidC the oM
parry wN .rny (30) days wntdr Mike Celore the end W ate pmreN rem a its lotent.on rut ro renew INS Agreement. Upon renewal, Mild pant' may antd this agreendM, w;[n or W moA cause, pry[
MMY (3B) day5 wllflel rYYl2 b Nk axe party. lion faIKEa21d1 plasfllnt p Ills sragmpn ll, EuRpm[r Wia be pildt fR.aaNL! DVagn [Ik dfKllJa date Ref tarleeatbrl.
12. BUSINESS PURPOSE: Cunumer warrants and represms MN Me "bipment will be used for Ludt purposes, and rot for perwrvl, family, or hoslanold par allies
13. NETWORK INTEGRATION: if NNwpA Inogradon tenXC none doAOed W KMBS, CuROmr-r wMamS llNt Me KMBS Oryal NeNS ArxNsS'DNA' Ixs b!N aCCUateN ompkted repel KM°_S r,u
rely on do information contained Re the ONA in prwid0g ne, xork ufagra semas KMBS rcews the dQht to assess adGtiOnal Barges an Senn- due in Cu -.m modification d a nebwa.
14. RELOCATION; Relxahon a matte ready Miarknt of W.pmeat is not mseled by this mairrcvlaree agreemenl. TNS ses , when requested, MR be at Me Men capable rare of Wes.
IS. ASSIGNMENT: Custme may net asap This Agreement, WNm t riI cornets written cement. In the tondo that KMBS edit Or suYmMeOS 1W Of IS obagations anal MS Agreement, We
till retain pnmdly nammsak o W. nine NWOO Z. Mw da;m roc defense Carpend may laye meaag be Mole pdganaa rots be A.9eMed only agento KMBS and rot Ib ASSgm, KMBS rot
stage, WttIXa a0ce to dCQTd, any of last re" under INS Agr6mdlt.
I6. NOTICES: NI notices requred to pro given under this Agreement Mail be tI witty, and Jae be wit by U.S. firia caas mad M to PMM C follows: To Cusarcr at Me address IiRed m the hart
his Agree mere and to KMBS, at 300 WBams One, Rarasey, ND 07a 6, Awarl Of ica Of Direct Mminuration.
IT. INOEMNIFICATION: Customer"" bear 0 its, aMLR; ass a damage not cater by WSSemooyees or aputts, o ad Equpment instaled undo WS Agreemem Customer downs. tomdemndy,
Sell and head hsrmks "as. Is oMcank directors, employees ell ape es from ad loss, Ikblity, shims a ezperrYS (irdudng ramoeble aharen" fees) zritirq out elf Gmomer's use d Mae muanem,
MWIN but nick limed to Iklorms aeag horn bodily Irgury, indudhg death, a property Senate to eM arson, unless [ousel soled as the nesaft or a ndC.,am a intentcrol a0 a cmi darn nay WES.
M, WARRANTY: MISS WARRANTS TW:T THE SERVICES SHALL EE PERFORMED IN ACCORDANCE WITH THE MAMIFACTURFRS RECOMMENDATIONS AND SPEOFICATTONS FOR THE EQUIPMENT
DIGS MMES NO OTHER WWLUNr1E5 WHATSOc-VER E(PRE4 OR IMPLIED WR11 REGARD TO THE SERVICE, THE SOFTWAPE INCLUDED WITH THE EQUIPMENT OR ITS INSTP TW, AN
4NMENANCE, AND UPRESSLY E=.UDES Al IMPLIED WARRANT ES OF MERID,Al4TABILTTI' AND FITNESS FOR A PARTICULAR PURPOSE
REMEDY LIMITATIONS: Tae epulDmda mY NoI D! rmmed to KMBS w,Mpt KMBS' wdOm mnY1C CUSTOMERS E USIVE REMEDY F BREACH DE YIARpANry SHALL BE REPAIR OF TH
IIPMENT 00. RE?tALFMBfi Of A NON:ANFORItIN, PATS, AT Ka¢5'S OPTION: CuJand uPressy v2ivC its ages to spdal, conspveltlal„eaempary, inpdmdl a punuye damages We
BILFTY IS LIMRED TO THE COST OF MAINTENANCE SERVICES PIIFOIASED BY T-(E CUSTOMER FROM KMBS. WEB SHALL Iii BE LIABLE FOR ANY D Mr%G.S, INCWDING mR NOT UMNED T0,
MGM WE TO LOSS OF MIA OR IKFOiKATION,CL ANY KIND. LOSS OF OR DAMAGE TO REVEm1E, PROFITS fen GOOOWILL, DAMAGES WE TO MY INTERRUPTION CF BIfi1NES5, DAMAGE
,TONER'S COMPUTERS 03 NEWORKS, EVE: IF KISS HAS BEEN ADVISED OF THE POSSISIUTY OF SUCH DAMAGES
APPLICABLE LAW: This AWroment shall be greened By the laws or the Slate of Net York e4ttuR regard to choice Of law dmdple' In Me event of Ybgauw co, p Macemugs W KMBS to
rte a defend any term a p... of Ms A m meet, Cuzta:kr agrees IS My at mRS and uconnotes %saNed by WBS, ImdW e, pee not Imlced W, reasonable eMrrkys Res.
FORCE MMEURE: NC)'ef eany sell be respbnAbk for delays or Asian, In performance a Mrs Agreement (al trim fa:lue to make paymem) to Me etem let stop party was IKnramep in a
ormence by arty pa W Gm, dyil femmontn, NW alspue, v any mhe OdcUMdKe beyond iu reasonable COr".
SEVERABILM: If any proyisen of this Agreement Man W Mmawful; .od or for any motion tmdVorceaNe, then Mat srrwisim sell be teemed Syerabl! man ud Agreement and sell not affa d
4wary end emorceabllily of tlk remaima, poyisons pf Ws Aaeornem.
WAIVER: Failure by KMBS to enfpace any nm irpas of tats Aveemeit or aW rgnb heeunde, an Maine, to everdse any election prwiCed for herein, Shen In no way be cOnStlered a waiver of dice
opens, right, or dauo:ss, or in any way affect arc paRys ngm to Labor enforce Or demise the same a ove, provisions, dphts, v Bedions it may have under INS Aprednmt.
ORIGINAL DOCUMENT: CuRpmer former agrees (a) that fauimie a bola sgewes Shall ha accepted as original vpra ems, and (0) Von: MIS Agrttmenl a any document created! pusak t o
Agreement, my be mentalred In an ellName docual Raape and rebiNLl system, a copy of when Mall be considered an onSoat KMBS may accent genes ele0onicely rain Cur purslant in
Agredndlt Ne:t'kr path self rube any o0)ecam to the mahemu0ry d WS Agreement a am' dal,ment created hde.nda, Oned at elcner the use Ora lacsmte spnatue a the use a a copy
eyed from an eeLtrMc, Ronnie systa;l.
S.pPIIC Included In the BaFa/Pnnl Charges. If this option has been selected, KMBS (a designated 2Ni[Lr) Wd praa0e CuROnrer wIM Sai te$, moluaug Rem not limited re raw, devekar,
y cart4as, staples and FIN kcS ('Consumable Suppl,C') trvoughMat tae lam of this Agremlem. Cusomer agrees Mat Ire Cansundble SRMWS, are WES property until used by Custom, Cusomer war
Comrmable Suppllu Only MM the co waded Equipment and at mein to their cedse-hmer. point Ctffirmer.111 retain any anused Consumable Supplies to KMBS at ate" a mts Agreemam. SA
omens use of Corcwmde supplies enifed Ma typical VIA mtmm (as deermime eddy W KMBS) for inese items W more train 10%, Ouromd agrees that KMBS snarl him the right to oairge for any
; ewes ..go.
TIRE AGREEMENT: Ths is Me entire Agreemem betweanCUSpmd and KMBS and sthkrsedC any maposal Or Par aryeorrem, Gal Or wrMR or any Other mmmWations reatng to mamtemnte
ices far KMBS a4w mem and it MY na be me"Re, pr:id m, charged, a modified excem by an Inapnmem In wddnp igrkE W is duly aubuUed reaCentalNe of each par Csaner agrees Mat
Pv[hese Oder Or diner daumaraation Bsied M KMBS pakI Me on.ipment ar malmdaince Is Isshtl for purpose of atalonaaton and Comeare's Internal use Only, and any terms and condtars
Dined blkmn Mall nor, medlN or add to the [elms, and COMakelp of not AgreeneM TN$ Agreement w,Tl not pe effMlye umB accepted by an a Wla6ep repreopma t of KMBS. NobKe oT aeee n a is
toy waiWd by CuRCmer. }}
02/0212006 revised 03/20/06 2 City of CarraA%)J 4 jI% jTms Az I I]$