HomeMy WebLinkAbout25-018 - Contract - Electronic Business Machines - High-Use Copier Lease Agreement25-018
Council Approval 9/16/24
APPLICATION NO AGREEMENT No.
T R 9 N 1 Lease Agre
861337
BUSINL59, MFICHINES merit
802 134th Street SW - Everett, WA 98115 - Phone: 425.347.2244 -Fax, 425.74�3.3117
The words Lessee, you and your refer to Customer. The words Lessor, we, us and our refer to Electronic Business Machines Company.
CUSTOMER INFORMATION
FULL LEGAL NAME STREET ADDRESS
City of Tukwila 6300 Southcenter Blvd
CITY STATE ZIP PHONE FAX
Tukwila WA 98188 206-433-1:!800
BILLING NAME (IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS
CITY STATE zip E-MA[L
EQUiPM ENT LOCATICN (IF DIFFERENT FROM ABOVE)
EQUIPMENT DESCRIPTION
MAKENODELACCESSORIES SERIAL NO,
[Kyocera 83536
[Kyocera 8353c!
I Kyocera 6054ci
IKyocera 5054ci
together with all replacements, parts repairs, additions and accessions incorporated therein or attached ftrato and any arid a) proceeds of the foregoing, including. without Ithnitatron, insurance recoveries,
0 See the attached Schedule A
60 Payments- of $ $1,059,54 The lease contract payment ('Payment) period is monthly unless otherwise Indicated. -plus appecable taxes
You may choose one of the following options within the area you check and initial at the end of the original term provided that no event of default under the Agreement has occurred and is continuing. lfnobox is
checked and initialed, then Fair Market Value wail be your end of lease option Leases with $1,00 or $101.00 purchase options will not be renewed To the extent: that any purchase option milicates that the
purchase price will be the "Fair Market Value' (or "FM VT,. Such term means the value of the Equipment in continued use
1) Purchase all but not less than all the Equipment W the Fair Market Value per paragraph 1, 2) Renew the Agreement per paragraph 1, or 3) Ratum the Equipment per paragraph 3 — Customer's initials
❑ 1) Purchase the Equipment for $1 00, or 2) Return the Equipment per paragraph 3 — customer's lnit?aM
THIS IS A NONCANCELABLE I IRREVOCABLE AGREEMENT; THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED.
DS
By Signing below, you certify that you have reviewed and do agree to all terms And conditions of this Agreement an this page and on page 2 attached harlitD.
Mayor 1/6/2025 1 2:56
TIT] r r74LTrn
91-6001519 Thomas McLeod
FEDERAL TAX I.D. # PRINT NAME
ACCEPTANCE OF DELIVERY
You ,erhfy that all the Equipment listed above has been lumshed that delivery and installation has been fully carriplated and is satisfactory promises you signing below, your herein will be irTevocable and unconditional in all
respects. You understand that we have purchased the Equipment from the Suppiter, are you may contact the Supplier for a full description of any warranty rights under the supply contract, which we hereby assign to you for the term
ofthin Agreement (or unit you defauK) Your approval as indicated below of our purchase of the Equipment from the Supplier is a condition precedent to the effectiveness of this Agreement
(as referenced above) SIGNATURE TITLE DATE OF
Page 1 of 2
1. AGREEMENT: For business purposes only, you agree to lease from us the goods (the 'Equipment) and/or to finance certain licensed software and services ("Financed flems", which are included in the ward
"Equipment' unless separately stated), aft as described on page 1 of this Agreement, as it may be supplemented from time to time. You agree to all of the terms and conditions contained in this Agreement and any
supplement, which (with the acceptance certification) is the entire agreement regarding the Equipment ('Agreement) and which supersedes any purchase order or invoice. You aufhodze us to comed or insert missing
Equipment identification information and to make corrections to your proper legal name and address. This Agreement becomes valid upon execution by us and will start on the date we pay the Supplier. Interim renUdue date
adjustments will be in an amount equal to 1130th of the Payment, multiplied by the number of days between the Agreement start date and the first Payment due date. This Agreement will renew for 12 -month term(s) unless
you purchase or return the Equipment (according to the conditions herein) or send us Millen notice between 90 and 150 days (before the end of any tens) that you do not want it renewed. If any provision of this Agreement
is declared unenforceable in any jurisdiction, the other provisions herein shall remain in full force and effect in that jurisdiction and all others.
2. RENT, TAXES AND FEES: You will pay the monthly Payment (as adjusted) when due, plus any applicable sales, use and property taxes. The base Payment will be adjusted proportionately upward or downward: (1) by
up to 10% to accommodate changes in the actual Equipment cost; (2) if the shipping charges or taxes differ from the estimate given to you; and (3) to comply with the tax laws of the state in which the Equipment is located.
If we pay any taxes, insurance or other expenses that you owe hereunder, you agree to reimburse us when we request and to pay us a processing fee for each expense or charge we pay on your behalf. We may charge you
for any filing fees required by the Uniform Commercial Code (UCC) or other laws, which fees vary state -to -state. By the date the first Payment is due, you agree to pay us an origination fee, as shown on our invoice or
addendum, to cover us for all closing costs. We will have the right to apply all sums, received from you, to any amounts due and owed to us under the terms of this Agreement. If for any reason your CheCk IS returned for
nonpayment, you will pay us a bad dteck charge of $30 or, if less, the maximum charge allowed by lax. We may make a profit on any fees, estimated tax payments and other Charges paid under this Agreement.
3. MAINTENANCE AND LOCATION OF EQUIPMENT; SECURITY INTEREST: At your expense, you agree to keep the Equipment: (1) in good repair, condition and working order, in compliancewith applicable
manufacturers' and regulatory standards; (2) free and dear of all liens and claims; and (3) only at your address shown on page 1, and you agree not to move it unless we agree. As long as you have given us the written
notice as required in paragraph 1 prior to the expiration or termination of this Agreements term, If you do not purchase the Equipment, you will return all but not less than all of the Equipment and all related manuals and use
and maintenance records to a location we specify, at your expense, in retail re -saleable condition, full working order and complete repair. You are solely responsible for removing any data that may reside in the Equipment
you return, including but not limited to hard drives, disk drives or any other form of memory. We are the owner and hold title to the Equipment. If this Agreement is deemed lobe a secured transaction, you hereby grant us a
first priority security interest in the Equipment to secure all amounts you owe us under any agreement with us, and you authorize us to file a financing statement (UCC -1). You will not charge your state of organizafion,
headquarters or residencewithout providing prior written notice to us so that we may amend or file a new UCC -1. You will notify us within 30 days it your state of organization revokes or terminates your existence.
4. COLLATERAL PROTECTION; INSURANCE; INDEMNITY; LOSS OR DAMAGE; You agree to keep the Equipment fully insured against risk and loss, with us as lender's loss payee, in an amount not less than the
original cost until this Agreement is terminated. You also agree to obtain a general pudic liability insurance policy with such coverage and from such insurance carrier as shall be satisfactory to us and to include us as an
additional insured on the policy. Your insurance policy(s) will provide for 10 days advance written notice to us of any modification or cancellation. You agree to provide us certificates or other evidence of insurance
acceptable to us. If you fail to comply with this requirement within 30 days after the start of this Agreement, (A) you agree that we have the right, but not the obligation, to obtain such insurance, and add an insurance fee to
the amount due from you; or (B) we may charge you a monthly property damage surcharge of up to .0035 of the Equipment cost as a result of our credit risk and administrative and other costs, as would be fuller described
on a letter from us to you. We may make a profit on this program. NOTHING IN THIS PARAGRAPH WILL RELIEVE YOU OF RESPONSIBILITY FOR LIABILITY INSURANCE ON THE EQUIPMENT. We are not
responsible for, and you agree to hold us harmless and reimburse us for and to defend on our behalf against, any claim for any loss, expense, liability or injury caused by or in any way related to delivery, installation,
possession, ownership, use, condition, inspection, removal, return or storage of the Equipment. You are responsible for the risk of loss or for any destruction of or damage to the Equipment. You agree to promptly notify as
in wMing of any loss or damage. If the Equipment is destroyed and we have not otherwise agreed in writing, you will pay to us the unpaid balance of this Agreement, including any future rent to the end of the term plus the
anticipated purchase price of the Equipment (both discounled at 2%). Any proceeds of insurance will be paid to us and credited, at our option, against any loss or damage. You authorize us to sign on your behalf and
appoint us as your attorney-in-fact to endorse in your name any insurance drafts or checks issued due to loss or damage to the Equipment. All indemnities will survive the expiration or termination of this Agreement.
5. ASSIGNMENT: YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT, without our prior written consent Without our prior written consent, you shall
not reorganize or merge with any other entity or transfer all or a substantial part of your ownership interests or assets. We may sell, assign, or transfer this Agreement without notice. You agree that if we sell, assign or
transfer this Agreement, our assignee will have the same rights and benefits that we have now and will not have to perform any of our obligations. You agree that the new Lessor will not be subject to any claims, defenses,
or offsets that you may have against us. You shall cooperate with us in executing any documentation reasonably required by us or our assignee to effectuate any such assignment. This Agreement shall be binding on and
inure to the benefit of the parties hereto and their respective successors and assigns.
6. DEFAULT AND REMEDIES: You will be in default if. (a) you do not pay any Payment or other sum due to us or any other person when due or ff you fail to perform in accordance with the covenants, leans and conditions
of this Agreement or any other agreement with us or any of our affiliates or any material agreement with any other lender, (b) you make or have made any false statement or misrepresentation to us, (c) you or any guarantor
dies, dissolves or terminates existence, (d) there has been a material adverse change in your or any guarantor's financial, business or operating condition, or (e) any guarantor defaults under any guaranty or this Agreement.
If any part of a Payment is more than 5 days late, you agree to pay a late charge of 10% of the Payment which is late or if less, the maximum charge allowed by law. If you are ever in default, at our option, we can terminate
this Agreement and require that you pay the unpaid balance of this Agreement, including any future Payments to the end of the term plus the anticipated purchase price of the Equipment (both discounted at 21%). We may
recover default interest on any unpaid amount at the rate of 12% per year. Concurrently and cumulatively, we may also use any or all of the remedies available to us under Articles 2A and 9 of the UCC and any other law,
including requiring that you: (1) return the Equipment to us to a location we specify; and (2) immediately stop using any Financed Items. In addition, we will have the right, immediately and without notice or other action, to
set-off against any of your liabilities to us any money, including depository account balances, owed by us to you, whether or not due. In the event of any dispute or enforcement of rights under this Agreement or any related
agreement, you agree to pay our reasonable attorney's fees (including any incurred before or at trial, on appeal or in any other proceeding), actual court costs and any other collection costs, including any collection agency
fee. If we have to take possession of the Equipment, you agree to pay the costs of repossession, moving, storage, repair and sale. The net proceeds of the sale of any Equipment will be credited against what you owe us
under this Agreement YOU AGREE THAT WE WILL NOT BE RESPONSIBLE TO PAY YOU ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES FOR ANY DEFAULT, ACT OR OMISSION BY ANYONE.
Any delay or failure b enforce our rights under this Agreement will not prevent us from enforcing any rights at a later time. You agree that this Agreement is a' Finance Lease' as defined by Amide 2A of the UCC and your
rights and remedies are governed exclusively by this Agreement You waive all rights under sections 2A-508 through 522 of the UCC. If interest is charged or collected in excess of the maximum lawful rate, we will not be
subject to any penalties.
7. INSPECTIONS AND REPORTS: We will have the right, at any reasonable time, to inspect the Equipment and any documents relating to its use, maintenance and repair. Within 30 days after our request, you will deliver
all requested information (including tax returns) which we deem reasonably necessary to determine your current financial condition and faithful performance of the terms hereof. This may include: (i) compiled, reviewed or
audited annual financial statements (including, without limitation, a balance sheet, a statement of income, a statement of cash flow, a statement of changes in equity and notes to financial statements) within 120 days after
your fiscal year end, and (ii) management -prepared interim financial statements within 45 days after the requested reporting penod(s). Annual statements shall set forth the corresponding figures for the prior fiscal year in
comparative form, all in reasonable detail without any qualification or exception deemed material by us. Unless otherwise accepted by us, each financial statement submitted to us shag be prepared in accordance with
generally accepted accounting principles consistently applied and shall fairly and accurately present your financial condition and results of operations or the period to which it pertains.
8. FAXED OR SCANNED DOCUMENTS, MISC.: You agree to submit he original duly -signed documents to us via overnight courier the same day of the facsimile or scanned transmission of the documents. Any faxed or
scanned copy maybe considered the original, and you waive the right to challenge in court the authenticity or binding effect of any faxed or scanned copy or signature thereon. You agree to execute any further documents
that we may request to carry out the intents and purposes of this Agreement. All notices shall be mailed or delivered by facsimile transmission or overnight courier to the respective patties at the addresses shown on
this Agreement or such other address as a party may provide in writing from time to time. By providing any telephone number, now or in the future, or a cell phone or other wireless device, you are expressly consenting to
receiving communications, regardless of their purpose, at that number, including, but not limited to, prerecorded or artificial voice message calls, text messages, and calls made by an automatic dialing system from us and our
affiliates and agents. These calls and messages may incur access fees from your provider.
9. WARRANTY DISCLAIMERS: YOU AGREE THAT YOU HAVE SELECTED THE SUPPLIER AND EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND YOU DISCLAIM ANY RELIANCE
UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY US. WE DO NOT TAKE RESPONSIBILITY FOR THE INSTALLATION OR PERFORMANCE OF THE EQUIPMENT. THE SUPPLIER IS NOT AN AGENT
OF OURS AND WE ARE NOT AN AGENT OF THE SUPPLIER, AND NOTHING THE SUPPLIER STATES OR DOES CAN AFFECT YOUR OBLIGATION UNDER THIS AGREEMENT. YOU WILL CONTINUE TO MAKE
ALL PAYMENTS UNDER THIS AGREEMENT REGARDLESS OF ANY CLAIM OR COMPLAINT AGAINST ANY SUPPLIER, LICENSOR OR MANUFACTURER, AND ANY FAILURE OF A SERVICE PROVIDER TO
PROVIDE SERVICES WILL NOT EXCUSE YOUR OBLIGATIONS TO US UNDER THIS AGREEMENT. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, OF, AND TAKE ABSOLUTELY NO RESPONSIBILITY
FOR, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONDITION, QUALITY, ADEQUACY, TITLE, DATA ACCURACY, SYSTEM INTEGRATION, FUNCTION, DEFECTS, OR ANY OTHER ISSUE
IN REGARD TOTHE EQUIPMENT, ANY ASSOCIATED SOFTWARE AND ANY FINANCED ITEMS.
10. LAW, JURY WAIVER: Agreements, promises and commitments made by Lessor, concerning loans and other credit extensions must be in writing, express consideration and the signed by Lessor to
be enforceable. This Agreement maybe modified only by written agreement and not by course of performance. This Agreement will be governed by and construed in accordance with the laws of the state of Washington,
King County Superior Courts. For any action arising out of or relating to this Agreement or the Equipment, YOU AND WE WANE ALL RIGHTS TO A TRIAL BY JURY,
29346 Page 2 of 2 Rev. 10/01/2013
Suitel Suite
Ci Tukwila Cit
State WA State
Zin 98188 Zip
Meter Read Contact Will
Meter Read Email Will.
Decision Maker Mike
A
AIR
Decision Maker Email
I
60
1102YN2USO
$ 1,059.54 FMV
MMIII
K ocera'FASKalfa 5054ci A3 Color MFP 50 to B&W/C $1,059.54 get month
I
1203RD2USO
DF -71.00 - 500 Shed Internal Finisher/Stapler
I
1203TC6US0
DP -71.60 - 320 Sheet Single Pass Document Feeder
1
D11316T
FSP Sure Protector 15 Am
1
1203V52USO
PF -7150 - Dual 1,500 SheetTrays
I
1603TMOUSO
UG -37 S cd I,icensc Upgrade to 50ppm
I
1102YN2USO
K occra "FASKalfa 6054ci A3 Color MI'P 60ppm B&W/
I
1203RD2USO
DF -7100 - 500 Sheet Internal Finisher/Stapler
I
1203TC6USO
DP -7160 - 320 Sheet Single Pass Document Feeder
I
D11316T
FSP Sure Protector 15 Amp
I
1203 V52USO
PF -7150 - Dual 1,500 Sheet Trays
I
1203RF2USO
PH -7100 - Punch Unit for DF -7100
1
1603TNOUSO
LJG-38 Speed License Upgrade to 60ppm
21
1102XN2USO
Kyocera 8353ci -- 8013&W 70 Color ppm
21
D11416T
ESP Sure Protector 20 Ant
41
IHZ0000950
PinPoint3 Scan
2
1709ANOUNO
Ke board holder 10 Ke board Tray Kit
2
KB170OU
USB Keyboard
2
1203RW2USO
DF -7110 4,000 Sheet Finisher 65 Sheet S le)
2
1203RL.2USO
PF -7120 3,000 Sheet Large CMacity Side Tra - Letter
2
1203NK2USO
PH -7A Punch Unit for DF -7110 / DF -7130
2
2
1709ANOiJNO
KB170OU
Keyboard TraX Kit
USB Keyboard 89 Ke
I
12'03 MSO PH -7106 - Punch Unit for DF -7100
This Lease includes a buvout of $11.753.92 for the remainine balance of 4 machines
No
Subtotall_ _$1,0.59.54 per month
Sales Tax I S
E t E CTR 0 NIC C Maintenance Agreement
HUSINESS M HCHINES
Electronic Business Machines Maintenance Agreement Terms and Conditions
Definitions -The following terms are defined for purposes ofthe Equipment Maintenance Agreement p Agreement - This Sal es/Main(eaance Contract 2) Customer- the person who is the purchaser, owner or party' in possession of
Equipment. 3) Electronic Business Machines, Inc- EBM. 4) Consumable- any item which is consumed in the process ofmaking copies or prints in Equipmml, for example: loner, developer, etc. 5) Equipment- Copier, Facsimile, Printer,
IT Products, Scanner and options specified nn page I for this Agreement. 6) Effective Date- the dale which this Agreement is accepted aid EBM will begin maintenance coverage This dale is indicated on page 1 oftlus Agreement 7) Part
- anv assembly, component or device contained in Equipment which does not have predetermined life expecacicy and which is not ordinarily replaced on a prearranged schedule. for example; switch, seal, electronic components, etc. x)
Supply -any items used in the Equipment, winch has a predetermined life expectancy and is ordinarily replaced on a prearanged schedule, for example; master, drums POC brat roller, etc. 9) ERM Officer- An EBM officer is the CFO,
President. COO or Director of Service. 10) All Inclusive Agreement - Includes Parts, Labor and Consumables, excludes paper and staples (Stale Contract Includes Staples).
EouiomentPurchase Terris and C2nd,n2n5 - 1) Customer understands that EBM is not bound by any written or oral representations made by its salespeople that are not reflected on the face of this Agreement. 2) This Agreenioot is effective
and binding only when read and signed off by' an EBM Officer 3) Customer assumes all responsibility if equipment is not operated under manufacturer specifications. 4) If this document is used in conjunction with a leased pieces) of
equipment; the leasing company is not bound to service the equipment. but EBM is. 5) Payment of this agreement is acceptance of all terns and conditions. 6) In the case of an MPS program am' device that uses like toner to a device
currently on the program shall be automatically added to the MPS program, 7) Customer agrees to allow ESM l0 install iniageWARE Remote, KFS or FM Audit that will repot; meters, service concerns or supply warnings back to EBM. If
the Customer denims this sen ice a S5 service fee will be added per month to recover meters manually. 8) FP Equipment maintenance is inclusive of pars and labor, but excludes supply Reins like ink, sealing solution and labels 9) Additional
terms and conditions and exclusions are printed below.
EBM's Resmrms,hiliw - During the lanes of this Agreement, EBM x111: 1) Provide maintenance, cleaning and lubrication ofthe Equipment as reasonably requested try Custorna, during our regularly scheduled business hours (9 M a.m. to
5'00 p.m Monday - Friday' PST). 2) Replace pans which hair failed through normal use and which are necessary- for proper operation or maimenance of this Equipment. Includes labor provided this is an All Inclusive Agreement
C�s+omer's Resonnsihdiw - During the terms of this Agreement, the Customer will. 1) Promptly notify EBM service department of any problems or malfunctions win th the Equipment and cease usage if so advised by EBM until couWions
are made 2) Provide suitable personnel for special key operator training in order to promote better equipment performance and inform EBM when a new key operator is appointed. 3) Piovide electrical service, working areas and
environmental conditions suitable for normal operations of Equipment a speci bed by equipment manufacturer. 4) Provide access to EBM personnel to clean, inspect service, repair or make alterations to Equipment at any time during EBM's
normal business hours 5) Provide EBM with true and accurate meter readings as requested. If such meter readings are not receive ed within 3 days, we may estimate the number of images used. Adjustments for estimated charges for additional
images will be made upon receipt of actual meter readings. 6) Use only those Parts, Supplies and Consumables provided or approved by ERM. 7) Approval shall be based upon generally accepted industry and manufacturers standards. 8)
Inform EBM of any change in business location and assume responsibility for damage incurred as a result of changing the location ofthe Equipment. 9) Pay all invoices within 20 days of usua ce. 10) The Customer shall pay, all atramms'
fees incurred by EBM to collect any sum due hereunder and to enforce an) of its righu under this Agreement 11) Non-payment of invoices may result in EBM's withholding services under this contract. 12) Pay in) applicable lax now or
hereafter assessed, levied. or imposed by mry' federal, state or local authority. 13) The Customer may be required to provide a dedirared electrical circuit for the equipment under contract if electricity has been found to be a problem by EBM or
a licensed Electrician chosen by EBM. 14)1 understand all meter counts are based on 8.5 x 11 single sided images unless otherwise noted
Term and Rate - 1) The term of the Agreement shall be for the length of 12 months. In the case of a cost per copy lease; the agreement will automatically renew for consecutive 12 month periods to the end of the lease. 2) This Agmemeit
shall automatically be extended for successive one(]) year periods and/or conditions set forth m the front ofthis Agreement, unless the customer gives at least thirty (30) days written notice prior to the renewal date with intent to terminate.
3) IMF, contract is cancelled by ERM or the Customer, EBM mac pickup any spare loners unused by rine Customer. 4) EBM may increase the rate up to 10% on or near the annual annit ersary date of this Agreement. 5) Billing after annual
anniversary will reflect change in rate, mid paymient of invoice shall be considered acceptance ofthe new, contract rates. 6) No rchunds will be given if the Agreement is voided due to the limitations stated below, misuse. non-use of
Equipment, or non-payrncnl. 7) Payment of maintena ce is due in advance ofthe coverage period. If customer does not pay. EBM mm- refuse to continue sen ice or furnish service on a C.O.D. 'per call' basis. 9) Maintenance contracts are
subject to applicable sales tax
Add,urinal r'bil - Below are charges for which the Customer will be responsible 1) If al any time there is a break in coverage of over thirty (30) day's, an inspection fee mid service call charges. if applicable, will be charged before
equipment can be reestablished under an Agreement. 2) A written estimate ofthe service call charges will be given to the Customer before any work is performed. 3) Mowing Equipment to a new location will be billed at EBM's prevailing
service rates. 4) Repairs to Equipment caused by misuse, environmental issues, or a delivery move not handled by EBM, electrical issues or due to abnormal usage will be billed at EBM's stated price for pats mid prevailing service rales. 5)
Shipping charges of toner may apply �
L urtations - This Agreement shall not apply to: 1) Servicing Equipment located in mm unsafe or hazardous enviromtneit as determined bEBM. 2) Painting or refinishing Equipment or furnishing materials for such purpose. 3) EBM shall not
be responsible for pans and/or labor on Equipment, which has been operated above the manufacturer's staled usage ratings far copies/prints per cycle. 4) Electrical wort, external to Equipment. 5) Repairs necessitated by atmospheric
conditions not suitable for normal office work, repairs due to deviations in electrical power supply due to ungrounded or unshielded electrical outlets, acts of'God, waterdamage, neglect, theft, vandalism, fire or movi ng Equi prneat. unless
moved by EBM personnel- 6) Repairs necessitated by the servicing ofthe Equipment by am' person not authori.ed by EBM to provide service. 7) Repairs necessitated by the use of non -approved Supplies or Consumables. 8) Repairs
necessitated by the improper performance of operators whether or not such operators were ruined by EBM. 9) Semcing Equipment that is moved outside the geographic area covered by EBM. 10) If a customer chooses not to purchase
supplies from EBM, the Customer's main WW rC agreement can be teminaled by an ERM Officer at any time throughout the contract 11) If i customer exceeds manufactmer loner/parts yield by more than 10%on RAW or Calor usage due to
operating the machine outside mf manufacturer specifications, the customer ran be charged at EBM's discretion for any and all toner/parts used abov a suggested consumption yield. l2) IT support is not included in this maintenance contract.
13) [fatter we connect your system tovour network, issues arise, they will be examined on a case by case bas, s If this issue is caused by your network a -11 result in a billable network call at prevailing IT rates. 14) By signing this document
Customer releases EBM from am problenu created by mslalbng m5 /all drv. an essocisled with this equipment on the customer's network 15) Labels, transparencies, paper or other consumable items not marked specifically for capim rix
hazardous to the heating element and could potentially cause damage not covered emder the maintenance agreement. 16) Customer errors will be handled on a case by case basis and may result in a charge ifthe solution is in a manual or the
customer was found to have done something wrong. 17) Failure to register correct paper types in the equipment that cause damage well not be covered in this agreement. 1 g) Watch your copy -jobs closely, because EBM doesn't reimburse for
bad copies made. 19) Firmware upgrades, repairs, senicelnelwork labor due to a malfunctioning imagePASS wit or maintenance for imagePASS units will not be covered unless stated on the front of the agreement 20) Incorrect installation
oftoner could result in damage to the copier not covered under this agreement.
Ex"olions- 1) This Agmimienl does nm include coverage of third party software support or cabling issues not listed unless mutually agreed upon in writing by Customer and EBM- 2) EBM is not rMpons,hle for any software licensing issue.
3) Performance of narmal operator functions, sysmm(s) backups, virus scans and network sexvrity are the responsibility ofthe Customer.
DISCLAIMER - EBM EXPRESSLY DISCLAIMS ANY DUTY AS AN INSURER OF THE EQUIPMENT AND MAKES NO WARRANTIES WHATSOEVER UNDER THIS AGREEMENT CONCERNING THE EQUIPMENT'S
PERFORMANCE INCLUDING WARRAMIES OF MECHANTAB11.171Y OR FITNESS FOR A PARTICULAR PURPOSE. EBM will not be liable for m n etmv damages of any kind, direct indirect or consequential for any loss by the
Customer as a result orthe Agreement, even if EBM has been advised of the possibility- of such damages. For Equipment Maintenance Agreement EBM will be responsible for providing only that service which is reasonable, normal and
practical mid only that service which is in accordance with the manufacturer's specifications and micmmmemdalions. Assignment- The Customer without the express very ren consent of EBM, which will not be unreasonably withheld, may not
assign this Agreement. The Customer will assume full responsibility to inform any proposed assignee ofthe price, rates, terns and conditions of this Agreement and ofthe results ofthe transfer of title, ownership, or possession ofthe
Equipment
Entire Agreement -This Agreement contains the entire sales/sery ice agmemcnt between the parties mid no persons me authorized to modify shy of the terms and conditions contained herein. Any amendments made by customer will not be
valid.
Customer Initials
APPROPRIATION CLAUSE ADDENDUM
LESSEEICUSTOMER NAME: City of Tukwil a ("You","Your")
AGREEMENT NUMBER: 861337 dated
LESSEEICUSTOMERADDRESS: 6300 Southcenter Blvd Tukwila, WA 98188
This Addendum supplements the provisions of the Lease Agreement or Rental Copy Agreement identified above ("Agreement"). You and We are
entering into this Addendum as an integral part of the Agreement. Capitalized terms used in this Addendum that are not defined herein will have the
meanings specified in the Agreement. If there is any conflict between the Agreement and this Addendum, then this Addendum will control.
1. Funding Intent. You reasonably believe that sufficient funds will be appropriated to make all Rental Payments and other payments ("Payments")
when due during the term of the Agreement. You affirm that sufficient funds have been appropriated to pay all Payments when due under the Agreement
for Your current fiscal year. You and We agree that Your obligation to make all Payments under the Agreement will be Your current expense and will
not be interpreted to be a debt in violation of applicable law or constitutional limitations or requirements. Nothing contained in the Agreement will be
interpreted as a pledge of Your general tax revenues, funds or moneys.
2. Use of Equipment. The Equipment will be operated and controlled only by You for the term of the Agreement. The Equipment is (and for the term
of the Agreement will be) essential to the immediate performance of a governmental or proprietary function by You within the scope of Your authority
and will be used by You only to perform such function.
3. Representations. You represent and warrant that (a) You are a political subdivision of the state or commonwealth in which You are located and
are organized and existing under the constitution and laws of such state or commonwealth; (b) You have complied, and will comply, fully with all
applicable open meeting, public bidding and appropriations laws, rules, ordinances and regulations in connection with the acquisition of the Equipment
and the approval and execution of the Agreement; (c) the person(s) signing the Agreement have the authority to do so and are acting with the full
authorization of Your governing body; and (d) a resolution of Your governing body authorizing execution of the Agreement has been duly adopted and
remains in full force and effect. Upon Our request, You will deliver to us an opinion of counsel regarding the foregoing and a true and correct copy of
such resolution.
4. Non -Appropriation of Funds. If sufficient funds are not appropriated by You or Your governing body for Payments when due under the
Agreement for any of Your fiscal years, upon no less than ninety (90) days' prior written notice of termination to Us, You may terminate the Agreement
as of the last day of Your fiscal year for which funds for the Payments due during such fiscal year have been appropriated. Such termination is without
any expense or penalty, except for the portions of the Payments and those expenses associated with Your return of the Equipment pursuant to the
terms of the Agreement for which funds have been appropriated or are otherwise legally available. You agree that, to the extent permitted by law, (x)
You will not terminate the Agreement if any funds are appropriated by You or to You for the acquisition or use of equipment or services performing
similar functions to the Equipment during Your fiscal year in which such termination would occur and (y) You will not spend or commit funds for the
acquisition or use of equipment or services performing functions similar to the Equipment until the fiscal year following the fiscal year for which funds
were first not available for the Payments.
5. Equipment Return. If the Agreement is cancelled or terminated prior to the expiration of its term, You shall return the Equipment to Us in
accordance with the terms and condition of the Agreement.
6. Conflict. Any provision in this Addendum that is in conflict with any applicable statute, law or rule shall be deemed omitted, modified or
altered to the extent required to conform thereto, but the remaining provisions hereof shall remain enforceable as written.
All other terms and conditions of the Agreement shall remain in full force and effect.
Sr n�� ;r�t•� City of Tukwila
Lessor b r Lessee/Customer
V Signed by:
Signature
Office Product SLG Appropriations Addendum
Thomas McLeod
nt Name & Title
1/6/2025 12:56 PM PST
Date