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HomeMy WebLinkAboutResolution No. R25-20RESOLUTION O. R25-20 A RESOLUTION OF THE CITY COUNCIL AUTHORIZING THE MAYOR TO EXECUTE AN INDEPENDENT CONTRACTOR SERVICE CONTRACT WITIJI FISHER'S TECHNOLOGY. BE IT RESOLVED by the City Council of the City of Laurel, Montana, Section 1: Approval. The Independent Contractor Service Contract by and between the City of Laurel (hereinafter "'the City") and Fisher's Technology, a copy attached hereto and incorporated herein, is hereby approved. Section 2: Execution. The Mayor is hereby given authority to execute the Independent Contractor Service Contract with Fischer's Technology on behalf of the City. Introduced at a regular meeting of the City Council on the I It" day of March 2025, by Council Member Wheeler. PASSED and APPROVED by the City Council of the City of Laurel on the I I"' day of March 2025. APPROVED by the Mayor on the I It" day of March 2025. YITY OF LAURE Dave <ggoner, Mayor t ATTEST: T�Jerk-Treasurer ketrPeKyr APPROVED AS TO FORM: Michele L. Braukmann, Civil City Attorney R25-20 Approve Independent Contractor Service Contract by and between the City of Laurel and Fisher's Technology INDEPENDENT CONTRACTOR SERVICE CONTRACT This Contract is made and entered into this 111h day of March, 2025, between the City of Laurel, a municipal corporation organized and existing under the laws of the State of Montana whose address is P.O. Box 10, Laurel, Montana 59044, hereinafter referred to as "City" and Fisher's Technology, a contractor licensed to conduct business in the State of Montana, whose address is 575 E. 42nd St., Boise, ID 83714, hereinafter referred to as "Contractor". SECTION ONE A. Purpose. City shall hire Contractor as an independent contractor to perform for City the services described in the attached Invoice, attached hereto as Exhibit "A" and by this reference made part of this contract. B. Effective Date. This contract is effective upon the date of its execution by both Parties. Contractor shall complete the services within 60 days of commencing work. The parties may extend the term of this contract in writing prior to its termination for good cause. C. Scope of Work. Contractor shall perform his/her work and provide services in accordance with the specifications and requirements of this contract, any applicable Montana Public Work Standard(s) and Exhibit "A". SECTION Two CONTRACT PRICE Payment. City shall pay Contractor monthly for the work described in Exhibit A. Any alteration or deviation form the described work that involves extra costs must be executed only upon written request by the City to Contractor and will become an extra charge over and above the contract amount. The parties must agree to extra payments or charges in writing. Prior to final payment, Contractor shall provide City with an invoice for all charges. SECTION THREE CITY'S RESPONSIBILITIES Upon completion of the contract and acceptance of the work, City shall pay Contractor the contract price, plus or minus any additions or deductions agreed upon between the parties in accordance with Sections one and two, if any. SECTION FOUR CONTRACTOR'S WARRANTIES AND RESPONSIBILITIES A. Independent Contractor Status. The parties agree that Contractor is an independent contractor for purposes of this contract and is not to be considered an employee of the City for any purpose hereunder. Contractor is not subject to the terms and provisions of the City's personnel policies or handbook and shall not be considered a City employee for workers' compensation or any other purpose. Contractor is not authorized to represent the City or otherwise bind the City in any dealings, agreements or sub- contracts in any dealings between Contractor and any third parties. The City is interested solely in the Page 1 of 5 results of this contract. Contractor is solely responsible for all work and work product under this contract, including techniques, sequences, procedures, and means. Contractor shall supervise and direct the work to the best of his/her ability. B. Wages and Employment. Contractor shall abide by all applicable State of Montana Rules, Regulations and/or Statutes in regards to prevailing wages and employment requirements. Contractor shall comply with the applicable requirements of the Workers' Compensation Act. Contractor shall maintain workers' compensation coverage for all members and employees of his/her business, except for those members who are exempted as independent contractors under the provisions of §39-71-401, MCA. Contractor understands that all contractors or subcontractors working on publicly funded projects are required to have withheld from earnings a license fee of one percent (1%) of the gross contract price if the gross contract price is Five Thousand Dollars ($5,000) or more. This license fee is paid to the Montana Department of Revenue pursuant to Montana law. C. Unless otherwise specified by the terms of this Agreement, all materials and equipment used by Contractor on the Construction Project shall be new and where not otherwise specified, of the most suitable grade for their intended uses. D. All workmanship and materials shall be of a kind and nature acceptable to the City. E. All equipment, materials, and labor provided to, on, or for the Contract must be free of defects and nonconformities in design, materials, and workmanship for a minimum period beginning with the commencement of the work and ending one (1) year from completion and final acceptance by the City. Upon receipt of City's written notice of a defective or nonconforming condition during the warranty period, Contractor shall take all actions, including redesign and replacement, to correct the defective or nonconforming condition within a time frame acceptable to the City and at no additional cost to the City. Contractor shall also, at its sole cost, perform any tests required by City to verify that such defective or nonconforming condition has been corrected. Contractor warrants the corrective action taken against defective and nonconforming conditions for a period of an additional one (1) year from the date of City's acceptance of the corrective action. F. Contractor and its sureties are liable for the satisfaction and frill performance of all warranties. G. Contractor has examined the facilities and/or has made field examinations. Contractor has knowledge of the services or project sought under this Contract and he/she further understands the site conditions to be encountered during the performance of this Contract. Contractor has knowledge of the types and character of equipment necessary for the work, the types of materials needed and the sources of such materials, and the condition of the local labor market. H. Contractor is responsible for the safety of the work and shall maintain all lights, guards, signs, temporary passages, or other protections necessary for that purpose at all times. 1. All work is performed at Contractor's risk, and Contractor shall promptly repair or replace all damage and loss at its sole cost and expense regardless of the reason or cause of the damage or loss; provided, however, should the damage or loss be caused by an intentional or negligent act of the City, the risk of such loss shall be placed on the City. J. Contractor is responsible for any loss or damage to materials, tools, work product or other articles Page 2 of 5 used or held for use in the completion or performance of the Contract. K. Title to all work, work product, materials and equipment covered by any payment of Contractor's compensation by City, whether directly incorporated into the Contract or not, passes to City at the time of payment, free and clear of all liens and encumbrances. SECTION .FIVE INDEMNITY AND INSURANCE Contractor shall indemnify, defend and save City, its officers, agents and employees harmless from any and all losses, damage and liability occasioned by, growing out of, or in any way arising or resulting from any intentional or negligent act on the part of Contractor or its agents or employees. SECTION SIX Contractor shall comply with all federal, state, local laws, ordinances, rules and regulations. Contractor shall either possess a City business license or shall purchase one, if a City Code requires a business license. SECTION SEVEN Contractor agrees that any hiring of persons as a result of this contract must be on the basis of merit and qualification and further that Contractor shall not discriminate on the basis of race, color, religion, creed, political ideas, sex, age, marital status, physical or mental disability or national origin. SECTION EIGHT DEFAULT If either party fails to comply with any term or condition of this Contract at the time or in the manner provided for, the other party may, at its option, terminate this Contract and be released from all obligations if the default is not cured within ten (10) days after written notice is provided to the defaulting party. Said notice shall set forth the items to be cured. Additionally, the non -defaulting party may bring suit for damages, specific performance, and any other remedy provided by law except for punitive damages. The Parties hereby waive their respective claims for punitive damages. These remedies are cumulative and not exclusive. Use of one remedy does not preclude use of the others. Notices shall be provided in writing and hand -delivered or mailed to the parties at the addresses set forth in the first paragraph of this Contract. Either party may terminate the contract for their convenience upon thirty days written notice sent postage prepaid, to the addresses provided herein. Page 3 of 5 SEC71JON TEN GOVE bLNING LAW AND DISPUTE RLSOLurION The Parties agree that the laws of the State of. Montana govern this Contract. The Parties agree that venue is proper within the Courts of Yellowstone Coutrty, Montana. If a dispute arises, the Parties, through a representative(s) with full authority to settle a dispute, shall meet and attempt to negotiate a resolution of the dispute in good faith no later than ten business days after the dispute arises. If negotiations fail, the Parties may utilize a third -party mediator and equally share the costs of the mediator or file suit. SECTION ELEVEN ATTORNEY FEES If any action is filed in relation to this agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all sums that either is ordered to pay, a reasonable sum for the successful party's attorncy's fees and all costs charges and expenses related to the action. 4 This contract and its referenced attachment and Exhibit A contain the entire agreement and understanding of the parties and supersede any and all prior negotiations or understandings relating to this project. This contract shall not be modified, amended, or changed in any respect except through a written document signed by each party's authorized respective agents. SECTION THIRTEENTH ASSIGNMENT OF RIGHTS The rights of each party under this Contract are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. SECTION FOURTEEN SEVERABILITY Each provision, section, or subsection of this Contract shall stand separate and independent of every other. In the event that a court of competent jurisdiction shall find any provision, section, or subsection of this contract to be invalid, the remaining provisions, sections, and subsections of this contract shall remain in full force and effect. SECTION FIFTEEN PARAGRAPH HEADINGS The titles to the paragraphs of this contract are solely for the convenience of the parties and shall not be used to explain, simplify, or aid in the interpretation of the provisions of this agreement. Page 4 of 5 S.iGNEI) AND AGIUMM 13Y :BOTH PARTIES ON THE 11 `j' DAY OF MARCH 2425. CITY OF I.Atj:[. CONTRACTOR Dave �Naggozzcz, ivl�y�r Fish echno gy ATTEST: Employer Identification Number i� �G I eItk0trec r,TClezIc/Treastizrer 5 of 5 SfGNED AND AGREED BY BOTH PARTIES ON THE 11" DAY OF MARCH 2025, ZOF LAURT Dave Waggoner, May pr/ CONTRACTOR Fisher's Technology Employer Identification Number 5 of 5 Service Agreement r. E; f m N_ o d 0 a .r.: _ Main (208) 375-4410 575 E42nd Street www.fisherstech.comSupplies Service (208) 947-3600 Boise, Idaho 83714 (208) 947-362S Billing Location Business Name CITY OF LAUREL - CITY CLERK Address 115 W FIRST City, State, Zip Laurel, MT, 59044 Contact Kelly Strecker Phone Number (4066) 287-4312 Fax Number (406) 628-2289 Email kstreckerCa )aure[.mt.caov Customer # Equipment Location Q Same as Billing Business Name CITY OF LAUREL - CITY CLERK Address 115 W FIRST City, State, Zip Laurel, MT, 59044 Contact Kelly Strecker Phone Number (4066) 287-4312 Fax Number (406) 628-2289 Email kstrecker cx laurel.mt. Customer It R Basic ❑ Net/Con+ El Make Canon Canon P Single Invoice Billing Contract Number Effective Date On Delivery Term 12 Months Base Billing Period Monthly ❑ Quarterly ❑ Semi -Annually B/W Color HP B/W HP Color Other Printer Zone ❑ Annually Base Billing Images Included Overage Rate $22.25 2,500 $0.0089 $236.25 4,500 $0.0525 Overage Billing Period Total Base Billing $ 258.50 ❑ Monthly Q Quarterly Includes parts, labor, toner, consumables. Excludes network support, paper, staples, and machine moves. 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 Model Serial Number DXC58401 DXC58401 Start Meter I Color Start Meter This agreement, the terms and conditions on reverse side, and referenced attachments constitute the ti ' contract of the parties hereto and supersedes Cn, rior agrees nt treT n thI parties. LL 7� Customer Signature/ Date / DL&t>PGId . Printed Name Fisher's Authorized Signature Date Page 1 of 2 Updated03,13.10 MAINTENANCE AGREEMENTS* M M11 -IRMTO", I This Agreement (Contract) is between Fisher's Document Systems (FDS) and FDSs servicing client (Client). This 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 supplies agreements, the Client will be billed on a monthly, quarterly, annual or semi-annual basis for the contracted minimum payment (payable in advance of each period) plus overages for I 1 the previous period. Other service charges will be billed on an as -needed basis. FDS will provide service calls and routine maintenance during its normal business hours (8:00 a.m. — 5:00 p.m.) not including Saturdays, Sundays, or Fisher'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 withhold 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 bill the account for any service or supplies provided up to and including the date of cancellation plus early termination fees. Early termination may occur unless service is bundled with a lease or equipment rental and will be calculated based on the annual renewal date. The fees are as follows: I to 4 months into current contract period yields 4 times monthly contract amount; 5 to 8 months into current contract 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 FDS under the terms of the Contract will remain the property of FDS and must be returned at the expiration or termination of this Contract. This Contract may not be transferred to another individual and/or business without prior written authorization from FDS. All invoices are net 15. Interest will be calculated at the rate of 18% per annum on invoices unpaid after 30 days. Minimum charge of $5.00 will apply. Client agrees to pay any and all costs, including attorney fees, that may be incurred to collect past due amounts. Service and Supplies Agreement. The services covered under a service and supplies agreement include parts, labor, emergency calls (during normal business hours), product maintenance required to keep the equipment operating properly, initial networking of network -connected 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 clean toner spills, additional counting or monitoring devices (i.e.: Equitrac, eCopV, or Hecon), equipment relocation, or any service required due to accident, abuse, misuse, theft, neglect or damage caused by moving companies, fire, flood or any other force of nature. Toner yield is based on 6% page coverage per meter click for black and white and 20% coverage for color images. FDS may bill for additional toner if toner consumption exceeds these yields. Networked devices, driver upgrades/reinstalls, printing and scanning 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-five miles beyond the closest FDS location will be subject to an additional trip charge 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 supplies delivery charge. Minimum billings for the machine meter count (print, copy, scan) and any excess meter charges will be invoiced to the Client and due upon receipt. The meter will advance once for each 8% x 11 (letter) page and twice for each 11 x 17 (ledger) page. When in duplex mode, the meter will advance twice for each letter page and four times for each ledger page. The minimum and excess charges include all emergency service, routine maintenance and required parts and/or supplies as dictated by selected service level agreement. NetSource Support Agreement. Standard and Premium packages cover post -installation network engineering services such as: Software drivers, driver updates, network cables, and hub/switches (if provided by FDS). Also included is telephone support and support for printing or scanning issues directly related 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, changes to the operating systems or additional workstations, servers, any change to the network environment, or network support for hardware and software not provided by FDS. FDS will provide technical assistance at an hourly service rate for any labor required to repair or service items not covered by these agreements plus the cost of required parts. Software Support Agreement. Support for software applications and equipment add-ons is available for the rates and terms listed on the front side of this Contract. Specific 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 filters will be required on all 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 slit 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, virus scans, 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 exclude those parts that are no longer available. 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 collection are available including automated remote meter collection (which may carry an additional software cost), email, website, 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 Liability for Consequential Damages. FDS will, at the request of the Client, install network copiers/printers and other related products, on the Client's designated network, servers or workstations. in no event shall FDS be liable for any damages whatsoever (including without limitation, 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 Updated 03.13.10 *MAINTENANCE AGREEMENTS* WON wllwnm�� 01= OP=I=lCiE UF= TIME. 575 E. 42nd Street I Boise, Idaho 83714 1208.375.4410 Citv of Laurel Customer Name 115 W FIRST Physical Address Laurel MT 59044 City, State, zip Kelly Strecker (4066) 287-4312 (;ontact Person Phone City of Laurel Customer Name 115 W FIRST Bitting Address Laurel MT 59044 City, State, Zip Kelly Strecker (4066) 287-4312 L;ontact Person Phone Gunnar Gillespie "Rep Name Purchase OrdeFN—umber 2 DXC58401 imageRUNNER ADVANCE DX C5840i Color MFP 2 3998CO07AA Super G3 FAX Board-AX2 2 0126CO01AA 2/3 Hole Puncher Unit -Al 2 6601CO02AA Booklet Finisher-A2 with Tri-Fold 2 5546CO02AA Buffer Pass Unit-P2 2 4031CO02BA Hiqh Capacitv Cassette Feedino Unit-Cl Montana NASPO Contract #187646 Remit To: Canon Financial Services 14904 Collections Center Drive Chicago, IL 60693 60 Month. Lease F 12-Mar-25 OrderDate No salesperson is an authorized signatory of Fisher's Document Systems. All orders are subject to approval by a Fisher's authorized representative at a corporate I regional office. No sales order is binding upon Fisher's Document Systems unless and until approved as stated above. Fisher's Authorization X EXEMPT The attachments, schedules and exhibits, including, without limitation, the'7erms and Conditions" attached hereto or appearing on the back hereof (collectively "Exhibits') are loco "rated herein by this reference as if set forth in the body I ' "' 'a re NOTE: hereof. In the event of a co ' between the terms of the ib and the body of this contract, the terms of the Exhibits a t the C 0� shall control. This contr4constitut a entir a t be an the Customer and Fisher's Document Systems. Any prior representations, prom es :or agrsants,�jthe �a o oral, not specificffly set forth herein are void. wh n Authorized Signature (debtor) X a 11 G-- -9. 1 w 4 TERMS AND CONDITIONS 1. AGREEMENT: Fisher's Document Systems, Inc. ("Seller") agrees to sell to the customer identified on the Fisher's Order Form attached hereto or appearing on the reverse side hereof ("Customer") and Customer agrees to buy from Seller the equipment described on Fisher's Order Form (the 'Equipment) in accordance with the following terms and conditions. Customer agrees to comply with and perform all of the terms and conditions included in this agreement and in any invoices that Seller may deliver to Customer under this agreement, which together are a complete statement of the parties' agreement regarding the Equipment (the "Agreement"). Seller shall not be bound by any terms or conditions proposed by Customer that are in addition to or different from the terms and conditions set forth herein. This Agreement is a binding contract for purchase of the Equipment, and Customer understands, acknowledges and agrees that upon signing this Agreement, Customer's order becomes non -cancellable and that Customer is contractually obligated to purchase the Equipment. 2. PAYMENT. Payment for the Equipment is due within ten (10) days of the date of Seller's invoice. Late charges of 1 1/2 % per month (18% per annum) will be added to Customer's balance if payments are not received when due. A minimum late charge of $50 will apply. 3. SECURITY INTEREST: Customer hereby grants Seller a security interest in and to the Equipment until Customer has paid in full the entire purchase price and the applicable charges. Customer also hereby appoints Seller as its attomey-in-fact to prepare, sign, file, or record, in Customer's name, all documents necessary to perfect Seller's security interest in the Equipment. During the period that Seller has a security interest in the Equipment, Customer shall (a) insure the Equipment for the full value thereof, (b) maintain the Equipment in good operating condition and repair, and (c) not remove the Equipment or permit the Equipment to be removed from the location where Seller installed it without Seller's prior written consent. 4. DEFAULT: If Customer (i) fails to perform any of its obligations under this Agreement or any other agreement with Seller, (ii) becomes insolvent, (iii) files any voluntary or involuntary bankruptcy petition, (iv) makes an assignment for the benefit of creditors, (v) liquidates, or (vi) ceases doing business, Customer shall be in default under this Agreement. In the event of such a default, Seller may (a) enforce this Agreement and recover damages for such default, (b) refuse to perform any of its obligations to Customer under this or any other agreement, and (c) exercise any other remedy available by law or equity, including, without limitation, the right of repossession and any and all other remedies Seller may have under the Idaho Uniform Commercial Code, If Seller refers this Agreement to an attorney for collection or to enforce the performance of Customer's obligations, Customer agrees to pay Seller's reasonable attorney's fees, whether or not suit be brought, and all other associated costs and expenses. Customer agrees that any delay or failure by Seller to enforce its rights under this Agreement shall not prevent Seller from enforcing any rights at a later time. No remedy set out in this paragraph is intended to be exclusive; each shall be cumulative but only to the extent necessary for Seller to recover from Customer those monies for which Customer is liable. 5. WARRANTY: Seller warrants that the Equipment will be free from material defects, as determined by Seller, for a period of thirty (30) days, which commences upon the date that the Equipment is delivered or the date the Equipment is installed and available for Customer's use if Seller is installing the Equipment (the 'Warranty"). If Seller determines that the Equipment is materially defective during the duration of this Warranty, Seller will repair the Equipment at its own expense. This is Customer's sole remedy under the Warranty. If Seller replaces used parts with new parts, Seller shall become the owner of the used parts. The Warranty does not cover defects caused by natural disasters, unavailability of parts, environmental conditions, defective repairs performed by non -Seller personnel, the misuse by or the negligent or intentional acts of Customer or its owners, officers, directors, employees or other agents, or third parties, or other circumstances beyond Seller's reasonable control. Consumable items are not covered under the terms of this Warranty. Seller will not make repairs or replace parts if it is impractical to do so because of (a) the existence of safety hazards not caused by Seller, or (b) the Equipment is not compatible with or otherwise will not connect to devices not supplied by Seller that are necessary to operate the Equipment. Seller assumes no liability for, nor responsibility under, any manufacturer or other third -party warranties. THE 30-DAY WARRANTY PROVIDED UNDER THIS SECTION IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE RELATED TO THE EQUIPMENT, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 6. LIMITATION OF LIABILITY. CUSTOMER AGREES THAT THE EQUIPMENT IS OF A DESIGN, SIZE, FITNESS AND CAPACITY SELECTED BY CUSTOMER AND THAT CUSTOMER IS SATISFIED THAT THE SAME IS SUITABLE AND FIT FOR CUSTOMER'S PURPOSE. CUSTOMER HEREBY WAIVES ANY CLAIM CUSTOMER MAY HAVE AGAINST SELLER FOR ANY LOSS, DAMAGE, OR EXPENSE OF ANY KIND WHATSOEVER CAUSED BY THE EQUIPMENT OR BY ANY DEFECT THEREIN, THE USE OR MAINTENANCE THEREOF, OR ANY SERVICING OR ADJUSTMENT THERETO, NOT EXPRESSLY COVERED BY THE WARRANTY. CUSTOMER FURTHER AGREES THAT SELLER WILL NOT BE LIABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT INCLUDING NEGLIGENCE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM LOSS OF USE OF THE EQUIPMENT, LOST OR CORRUPTED DATA, THEFT OF DATA, LOST PROFITS, OR FOR ANY CLAIM OR DEMAND AGAINST THE CUSTOMER BY ANY OTHER PARTY. SELLER'S LIABILITY UNDER THIS AGREEMENT, INCLUDING SELLER'S LIABILITY FOR FAILURE AFTER REPEATED EFFORTS TO REPAIR OR REPLACE THE EQUIPMENT IN ACCORDANCE WITH THE WARRANTY, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE EQUIPMENT. 7. RISK OF LOSS. Risk of loss or damage to the Equipment shall pass to Customer upon delivery of the Equipment to an independent carrier for shipment to Customer, or upon receipt of the Equipment at Customer's location if not delivered by an independent carrier (regardless of whether the purchase price has been paid in full). Unless otherwise advised by Customer, Seller will insure to the full value the Equipment shipped or declare full value thereof to the carrier at the fime of delivery to the carrier. Confiscation or destruction of, or damage to, the Equipment shall not in any way affect the liability of Customer to pay the purchase price in full. Customer shall inspect the Equipment immediately upon delivery, and shall notify Seller immediately in writing of all defects in the Equipment, including but not limited to defective materials, defective workmanship or that the Equipment is not in good working order. Customer shall immediately file claims with the carrier when there is evidence of shipping damage. Customer's failure to so notify Seller or file claims with the carrier shall be conclusive evidence that no such defects or damages existed upon delivery. Customer acknowledges and agrees that Seller shall not be liable for any loss or expense, including, without limitation, lost profits, incurred by Customer if Seller fails to meet the specified delivery schedule due to circumstances beyond the Seller's reasonable control, including, without limitation, manufacturer shipping or production delays. B. ACCEPTANCE: Customer shall be responsible for timely site preparation and a suitable installation environment for the Equipment. If installation services have not been specified, the Equipment shall be deemed accepted by Customer upon delivery unless Customer sends Seller a written notice of defect or nonconformity within five (5) business days after delivery of the Equipment If Seller's installation services have been specified, the Equipment shall be deemed accepted by Customer when the Equipment has been installed and made ready for use at the Customer's site in accordance with the manufacturer's installation and operational specifications; and the Seller has tested to insure that all included hardware and software substantially meet the manufacturer's specifications or those contained in this Agreement. 9. RETURNS: No goods may be returned without Seller's prior written consent In all events, Seller shall not consider any goods for return except unused consumable goods for which Customer has provided a written request within sixty (60) days of the invoice date. For returns approved by Seller, Customer agrees to pay a restocking charge equivalent to thirty percent (30%) of the invoice price. Provided, however, all nonsaleable merchandise (that has been opened or partially used) will be deducted from any credit amount due Customer. Provided, further, for any goods returned without Seller's prior consent, Seller retains the right, in Seller's sole discretion, not to accept the same and upon Seller's rejection, Customer shall remain solely responsible for the relevant goods. 10. NOTICES: Any notices given under this Agreement must be in writing and shall be deemed given and received three (3) days after the date of mailing, one (1) day after dispatch by overnight courier service, upon receipt if by hand delivery, or the day facsimile delivery is verified via telephone. Actual notice however and from whoever received shall always be effective. Any notices pursuant to this Agreement shall be sent to the relevant party at the address shown on the first page of this Agreement. Each party may change its address for receipt of notices by giving the other party notice of the new address pursuant to this Section. 11. MISCELLANEOUS: This Agreement shall be effective when signed by all parties. It may be executed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. Facsimile signatures shall be treated as original signatures. Except as specifically provided in this Agreement, no amendment or waiver of any provision of this Agreement shall be effective unless set forth in a writing signed by all parties. Any provision of this Agreement that is held to be inoperative, unenforceable, voidable, or invalid in any jurisdiction shall, as to that jurisdiction, be ineffective, unenforceable, void, or invalid without affecting the remaining provisions in that or any other jurisdiction and to this end the provisions of this Agreement are declared to be severable. Customer shall not assign any of its rights or obligations under this Agreement without the prior written permission of Seller. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties. Customer represents that it is purchasing the Equipment for business purposes only and not for individual, family or household purposes. This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without giving effect to any choice or conflict of law provision or rule (whether of the State of Idaho or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Idaho. The exclusive venue for any legal proceeding arising out of or related to this Agreement shall be the state or federal courts located in Boise, Idaho. Page 2 of 2 x2 imageRUNNER ADVANCE DX C5840i Color MFP Sf",!7gf',@1 pass dupue,tang dociuuT?ent feeciei, can to C-Mai//"-7eA,,vork faider PDI:� PDFR)r scalw?h"'IF rarnoval on, alf doubha si edscans SC.M ta,, ve�,'note P -""0 12 X 18 Size m-infing U, o, to 300 "O'SM or 11101b --ove, rmedia a;veiq k fi t En--vefope, ederhn TraV 2x '1500 S."leet Cas5zetts a�,-,,d 215100 Sheet Cassette Fax ,b�Dar(--f ft�,�ir7q 'niCf,,,ided` Universahloqi . m a -, aq ,,sr for.user tiackinq holejoum-her 4GB RAM / 250GS SSD(Data ens. kit h,1dhUda-,(:4) UFU,71-7177 =I - Vila I Includes: Parts, Labor, and all Consumables. Excludes only paper and staples. M . on I thlx Costs *NASPO S TATE PRICING* =—L4 FMV'Le6se Service Included Includes: Delivery, installation, and unlimited training. :isher's Confidential and Proprietary. The contents of tlms pi oposal nnay not be i epf oduced or distf ibuted Boise I Twin Falls Billings I Great Falls I Butte Spokane Salt Lake City ik Idaho Falls I Pocatello IN Missoula I Helena I Bozeman St. George 2404 5th Ave North, Billings, Montana 59101 1 Phone: 406.256.0900 FISHERSTECH.COM I Includes: Parts, Labor, and all Consumables. Excludes only paper and staples. M . on I thlx Costs *NASPO S TATE PRICING* =—L4 FMV'Le6se Service Included Includes: Delivery, installation, and unlimited training. :isher's Confidential and Proprietary. The contents of tlms pi oposal nnay not be i epf oduced or distf ibuted Boise I Twin Falls Billings I Great Falls I Butte Spokane Salt Lake City ik Idaho Falls I Pocatello IN Missoula I Helena I Bozeman St. George 2404 5th Ave North, Billings, Montana 59101 1 Phone: 406.256.0900 FISHERSTECH.COM