Press Alt + R to read the document text or Alt + P to download or print.

No preview available

The URL can be used to link to this page

Home My WebLink AboutC14-178 Peak Performance Imaging Solutions Agreement AGREEMENT BETWEEN EAGLE COUNTY AND PEAK PERFORMANCE IMAGING SOLUTIONS THIS AGREEMENT ("Agreement") is made this day of tv K, , 2014, by and between Eagle County ("County"), and, Peak Performance Imaging Solutions ("Contractor"), a Colorado Corporation with a principal place of business at 135 West 11th Street, Silverthorne, Colorado 80498. WHEREAS, County desires to purchase a Savin or Sharp digital imaging system (the "Equipment") as specified in Exhibit A for the department specified on Exhibit A. WHEREAS, Contractor is authorized to do business in the State of Colorado, has experience and expertise necessary to provide, install and maintain said Equipment; and WHEREAS, County and Contractor intend by this Agreement to set forth the scope of the responsibilities of Contractor in connection with the Equipment and services and related terms and conditions to govern the relationship between Contractor and County in connection with this Agreement. NOW, THEREFORE, in consideration of the foregoing premises and the following promises, County and Contractor agree as follows: ARTICLE 1 —WORK 1.1 Contractor agrees to procure and install the Equipment as set forth in Exhibit A ("Purchase and Installation" or "Installation"), and provide all the maintenance services set forth in Exhibit B (hereinafter "Maintenance Services" or "Work") which Exhibits are attached hereto and incorporated by this reference. The Purchase and Installation and Maintenance Services shall collectively be referred to as the "Services". Contractor will use its expertise and skill to perform the Services. In the event of any conflict between the contents of this Agreement and Exhibit A or Exhibit B, this Agreement shall control. 1.2 County shall have the right to inspect all Equipment prior to acceptance. Inspection and acceptance shall not be unreasonably delayed or refused. In the event County does not accept the Equipment for any reason in its sole discretion, then Contractor shall upon County's request and at no charge or cost to County i) take the Equipment back,ii) exchange, or iii) repair the Equipment. ARTICLE 2 —COUNTY'S REPRESENTATIVE 2.1 The County IT Director, or his designee, shall be Contractor's contact with respect to this Agreement and the performance of any Services called for herein. ARTICLE 3 —TERM OF AGREEMENT 3.1 This Agreement shall commence upon execution of this Agreement by both parties, and, subject to the provisions of Article 11 hereof, shall continue in full force and effect for a period of one year and automatically renew for four additional one-year terms on the same terms and conditions as set forth herein. All guarantees or warranties shall survive termination. 3.2 The term of this Agreement may be extended or modified and the scope of services may be changed upon a written amendment to this Agreement signed by both parties. ARTICLE 4 —COMPENSATION 1 Ci`1-43 r 4.1 For the Equipment, County will pay Contractor the amounts provided in Exhibit A. The maximum amount of corhpensation under this Agreement for Purchase and Installation shall not exceed the Total Due listed on Exhi it A without a signed amendment to the Agreement. For Maintenance Services, County will pay Contractor in accordance with the terms of Exhibit B. 4.2 Payment will be made for Purchase and Installation upon successful installation and the County's acceptance of he Equipment. For Maintenance Services satisfactorily performed, payment will be made within thirty (30) dais of receipt of a proper and accurate invoice from Contractor respecting the Maintenance Services. T invoice shall include a description of Maintenance Services performed. Upon request, Contractor sha 1 provide County with such other supporting information as County may request. 4.3 County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely reponsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 4.4 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the County nor shell any payment be made to the Contractor in excess of the amount for any Services done without the written approval in accordance with a budget adopted by the Board in accordance with provisions of the Colorado Revised Statutes. Moreover, the parties agree that the County is a governmental entity and that all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. 4.5 The siOnatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the service or property described in this Agreement. The Contractor has no interest and shell not acquire any interest, direct or indirect, that would conflict in any matter or degree with the performance of Contractor's Services and Contractor shall not employ any person having such known interests. ARTICLE 5—CONTRACTOR'S REPRESENTATIONS/WARRANTIES In order to indece County to enter into this Agreement, Contractor makes the following representations: 5.1 Contractor shall deliver the Equipment and perform the Installation no later than thirty (30) days after receipt of signed Agreement. Contractor shall not be liable for delays in delivery occasioned in whole or in part by causes beyond its control, including without limitation, strikes and other labor disputes, fires embargoes, war or civil disturhance, acts of God, inability to obtain transportation or shipping space. Contractor shall provide the Maintenance Services described in Exhibit B in an expeditious manner. If Contractor is unable to repair the Equipment within 12 business hours of notice that the Equipment is not working, Contractor will provide a loaner of a like model to the Equipment at the same location at no additional cost. 5.2 Contractor has familiarized itself with the intended purpose and use of the Equipment, nature and extent of the Service to be provided hereunder, the Facility, and with all local conditions, and federal, state, and local laws, ordinances, rules and regulations that in any manner affect cost,progress, or performance of the Services. 5.3 Contra tor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for t e performance of the Services. 5.4 To thel extent possible, Contractor has correlated the results of all such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. 5.5 To the extent possible, Contractor has given County written notice of all conflicts, errors, or discrepancies that he has discovered in the Agreement. 2 • 5.6 Contractor will be responsible for provision of the Services and shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Contractor's providing similar Equipment and Services. Further, in rendering the Services, Contractor shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision of its employees to ensure the Services are performed in accordance with this Agreement. 5.7 In addition to any specific guarantees required by this Agreement, Exhibit A and Exhibit B and any other documents related to this Agreement, Contractor promises the Equipment will be new or refurbished as clearly identified on Exhibit A and promises to perform the Services in a workmanlike manner and guarantees against defects in materials or workmanship for a period of five (5) years from date the Equipment is installed, or a certain number of impressions, whichever comes first. The number of impressions is determined by speed of Equipment purchased. Equipment will be guaranteed as follows: Speed of Equipment Number of Images 15-30 ppm* 1,500,000 images or 5 years 31-40 ppm 3,000,000 images or 5 years 41-55 ppm 5,000,000 images or 5 years 56-135 ppm 10,000,000 images or 5 years *ppm=Pages per minute During the term of this Agreement, in the event the Equipment cannot be repaired satisfactorily, Contractor shall provide, at no charge, an equivalent replacement machine. 5.8 Contractor warrants that title to all Work, Equipment and materials will pass to County either by incorporation into the Facility or upon the receipt by Contractor of payment from County (whichever occurs first) free and clear of all liens, claims, security interests or encumbrances. Contractor further warrants that Contractor (or any other person performing Services covered by this Agreement) purchased all materials and/or Equipment free and clear of all liens, claims, security interests or encumbrances. 5.9 Contractor assumes all risk of loss with respect to the Equipment until title to the Equipment passes from Contractor to County, at which time County shall assume all risk of loss with respect to the Equipment. Notwithstanding anything to the contrary herein, for purposes of this Section 5.9 title shall pass to County after Contractor has installed the Equipment and Owner has inspected and approved the Equipment as installed and invoice for Equipment is paid in full. 5.10 Within a reasonable time after receipt of written notice, Contractor shall correct at its own expense, without cost to County, and without interruption to County: a) Any defects in materials or workmanship which existed prior to or during the period of any guarantee or warranty provided in this Agreement; and b) Any damage to other Work or property caused by such defects or the repairing of such defects. 5.11 Guarantees and warranties shall not be construed to modify or limit any rights or actions County may otherwise have against Contractor in law or in equity. 5.12 Guarantees and/or warranties required by this Agreement shall commence on the date of acceptance of the Equipment by County. 5.13 Except as otherwise provided herein, Contractor shall not be liable for consequential, incidental, or punitive damages or for loss of profits arising out of or related to equipment or service ordered by customer. In no event shall Contractor's liability to County exceed Contractors insurance limits as stated herein. 3 5.14 Scope of Responsibility: Networked Connected Copier/Printers: a) Condition of Existing Network Components and Software - County agrees to allow Contractor to survey existing equipment for incompatibilities prior to installation. If County is utilizing 3rd Party or non licensed Software, Contractor reserves the right to not support such applications. b) Software Compatibility of Equipment and Print Controller(s) - The software drivers for the equipment listed above are compatible with most Windows operating systems — please consult either www.savin.com or www.sharp.com, depending on the equipment being purchased, to confirm compatibility with a particular operating system. Not all Windows compatible programs utilize the drivers written for specific printers. Contractor and the manufacturer do not warranty correct printing for such programs. At this time DOS drivers do not exist and are not under development. In limited situations other DOS based printer drivers may be used to provide support of advanced features. PCL & PJL command lines may be used with certain DOS applications to utilize advanced functions of our devices. This is based on a case by case basis. The financial responsibility lies with the County to research, test, and implement the alternative drivers. Contractor may offer such assistance and technical expertise in these areas, responsibility again lies with County. DOS applications - Certain advanced features of the copier/printer may be programmed into the letter logic using PCL and/or PJL codes. Not all items printed by DOS applications are editable. DOS applications do not use a driver to print, the program uses a text dump to a queue on the server or to a local parallel or communications port. c) Conditions of Installation - Access to necessary rooms, computers, passwords, and personnel during the days of Monday through Friday between the hours of 8:00AM and 5:00PM will be granted to Contractor to complete the installation of connected copiers/printers. Any network cabling, electrical outlet installation, and/or corrections needed to the physical property to properly install the copier/printer are the financial responsibility of the County. Contractor may offer support on hourly or "block of time" basis to install &/or support installation and servicing of computer, network, or software related issues after initial installation. ARTICLE 6-ENTIRE AGREEMENT 6.1 This Agreement represents the entire Agreement between the parties hereto. There are no Contract Documents other than this Agreement, Exhibit A and Exhibit B. The Agreement may only be altered, amended, or repealed in writing. ARTICLE 7 1 MISCELLANEOUS 7.1 No assignment by a party hereto of any rights under, or interests in the Agreement will be binding on another party hereto without the written consent of the party sought to be bound; and specifically, but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or re ponsibility under the Agreement. 7.2 Count and Contractor each binds itself, its partners, successors, assigns and legal representatives to the other party he eto, in respect to all covenants, agreements, and obligations contained in this Agreement. 7.3 Notwit standing anything to the contrary contained in this Agreement, County shall have no obligations 4 under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 without an appropriation therefore by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. § 29-1-101 et seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 7.4 Provision Mandated by C.R.S. § 8-17.5-101 et seq. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES 7.4.1 If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. § 8-17.5-101, et seq., regarding Illegal Aliens —Public Contracts for Services, and this Contract. By execution of this Contract, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Contractor will participate in the E-verify Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Contract. 7.4.2 Contractor shall not: (i) Knowingly employ or contract with an illegal alien to perform work under this contract for services; or (ii) Enter into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. 7.4.3 Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in the E-verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: http://www.dhs.gov/xprevprot/programs/gc_1185221678150.shtm 7.4.4 The Contractor shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. 7.4.5 If the Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Contractor shall be required to: (i) Notify the subcontractor and the County within three days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (ii) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph 7.4.5 the subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. 7.4.6 The Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. § 8-17.5-102(5). 5 7.4.7 If a Contractor violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated specifically for a breach of this provision of this Contract, the Contractor shall be liable for actual and consequential damages to the County as required by law. 7.4.8 The C unty will notify the office of the Colorado Secretary of State if Contractor violates this provision of this Contra and the County terminates the Contract for such breach. 7.5 The C ntractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of per ry that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b to the extent applicable shall comply with the provisions of C.R.S. 24-76.5-101 et. seq., and (c) has produced one form of identification required by C.R.S. 24-76.5-103 prior to the effective date of this Agreement. 7.6 Invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. 7.7 Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any sub-consultant or sub-contractor agreements fot the performance of any of the Services or without County's prior written consent, which may be withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all personnel assi ned to perform the Work and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned. Contractor shall require each sub-consultant or sub-contractor, as approved by County and to Ithe extent of the Services to be performed by the sub-consultant or sub-contractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. ARTICLE 8 i JURISDICTION AND VENUE: 8.1 This Areement shall be interpreted in accordance with the laws of the State of Colorado and the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in the Fifth Judicial District for the State of Colorado. ARTICLE 9 - INDEMNIFICATION: 9.1 The Contractor shall indemnify and hold harmless County and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County or any of its officers, agents, or employees may become subject to, insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its subcontractor§ hereunder; and Contractor shall reimburse County for any and all attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that the County is solely liable to such third party for such claims without regard to the involvement of the Contractor. ARTICLE 10 - OWNERSHIP OF DOCUMENTS AND MATERIALS: 10.1 All do uments (including electronic files) which are obtained during, purchased or prepared in the performance f the Services shall remain the property of the County and are to be delivered to County before final payment s made to Contractor or upon earlier termination of this Agreement. 6 ARTICLE 11 -TERMINATION: 11.1 County may terminate this Agreement, in whole or in part, for any reason, at any time, with or without cause. Any such termination shall be effected by delivery to Contractor of a written notice of termination specifying the date upon which termination becomes effective. In such event, Contractor shall be compensated for all Services satisfactorily completed up to the date of termination for such Services. ARTICLE 12 —NOTICE 12.1 Any notice required under this Agreement shall be personally delivered, mailed in the United States mail, first class postage prepaid, or sent via facsimile provided an original is also promptly delivered to the appropriate party at the following addresses: The County: Eagle County IT Department P.O. Box 850 Eagle, Colorado 81631 (970) 328-3581(p) (970) 328-35999 (f) and a copy to: Eagle County Attorney P.O. Box 850 Eagle, Colorado 81631 (970) 328-8685 (p) (970) 328-8699 (f) The Contractor: Peak Performance Imaging Solutions 135 West 1 lth Street P.O. Box 1968 Silverthorne, CO 80498 (970) 262-2555 12.2 Notices shall be deemed given on the date of delivery; on the date a FAX is transmitted and confirmed received or, if transmitted after normal business hours, on the next business day after transmission, provided that a paper copy is mailed the same date; or three days after the date of deposit, first class postage prepaid, in an official depositary of the U.S. Postal Service. ARTICLE 13 —INDEPENDENT CONTRACTOR 13.1 It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship between County and Contractor or County and Contractor's employees. Contractor and its employees shall be, and shall perform as, independent contractors. No officer, agent, subcontractor, employee, or servant of Contractor shall be, or shall be deemed to be, the employee, agent or servant of County. Contractor shall be solely and entirely responsible for the means and methods to carry out the Services under this Agreement and for Contractor's acts and for the acts of its officers, agents, employees, and servants during the performance of this agreement. Neither Contractor nor its officers, agents, subcontractors, employees or servants may represent, act, purport to act or be deemed the agent, representative, employee or servant of County. 7 ARTICLE 14 L INSURANCE REQUIREMENTS 14.1 At all times during the term of this Agreement, Contractor shall maintain insurance on its own behalf in the following minimum amounts: 14.1.1 Workmen's Compensation, disability benefits, and other similar employee benefit acts, with coverage and in amounts as required by the laws of the State of Colorado; 14.1.2 1Comprehensive Automobile Insurance shall be carried in the amount of $1,000,000 for bodily injury and $1,000,000 for property damage, each occurrence. All liability and property damage insurance required hereunder shall be Comprehensive General and Automobile Bodily Injury and Property Damage form of policy. 14.1.3 Comprehensive liability and property damage insurance issued to and covering Contractor and any subcontractor with respect to all Work performed under this Agreement and shall also name County as an additional insulred, in the following minimum amounts: Bodily Injury Liability: Each Person: $1,000,000 Each Accident or Occurrence: $1,000,000 Property Damage Liability: Each Accident or Occurrence: $1,000,000 14.2 Contractor shall purchase and maintain such insurance as required above and a certificate of insurance reflecting such coverage has been provided to the Eagle County IT Director. In the event of a change in insurance carrier, Contractor shall promptly supply a new certificate of insurance. //SIGNATURE PAGE TO FOLLOW// I!, 8 IN WITNESS WHEREOF,the parties hereto have executed this Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, by its County Manager By: PEAK PERFORMANCE MA �LUTIONS By: 2� „..-- , Title: Qd'se° i - • 9 . 4 V- PEAK PERFORMANCE IMAGING SOLUTIONS 135 West 11th St • P.O. Box 1968 • Silverthorne, CO 80498 V Phone: (970) 262-2555, (970) 949-9732 or (800) 260-8806 Facsimile: (970) 262-6965 EQUIPMENT SALES ORDER Exhibit A Bill To: Eagle County Finance Office Date: 4/3/2014 PO Box 850 Eagle, CO 81631 Ship To: Eagle County Finance Office Customer PO #: 500 Broadway, Suite 105 Eagle, CO 81631 Contact Person: Mariya Trifonova Phone Number: 970-328-3515 Email: mariya.trifonova @eaglecounty.us Salesperson: Payment Terms: Jen Harris ❑ Net 15 ® COD ❑ Per Lease ❑ Rental ❑ Other Quantity Item# Description Unit Total 1 MP C4503 Savin Digital Imaging System $7,820.00 $7,820.00 1 Paper Feed Unit(PB3160) Included Included 1 1,000 Sheet Finisher(SR3140) Included Included 1 Bridge Unit , Included Included 1 Fax Option Type M4 Included Included Taxable Equipment Subtotal: $7,820.00 Tax @ %: Exempt Copier/Fax Delivery + Training: Included 2 Hours Computer/Tech Time: Included Additional hours billed additionally at published rates S60 per visit charge after initial install to connect additional computers Total Due: $7,820.00 Page 1 of 2 .01/511114**\/\% MAINTENANCE AGREEMENT CONTRACT Maintenance Agreement Number: MA00894 Peak Performance Imaging Solutions Exhibit B 135 W 11th St. - PO Box 1968 Silverthorne, CO 80498 Telephone: (970) 262-2555 Facsimile: (970) 262-6965 Bill to Eagle County Government P.O. Box 850 Eagle, CO 81631 Contract Start Contract End Contract Type Price TBD TBD SSCPC Level Cost per copy Machine Info Model:Sevin Mp C4503 Color Digital Imaging System Serial:TBD Starting Meter: 0 Finance Dept 500 Broadway Eagle, CO 81631 Rate Per Meter MP C4503 color meter$0.0650 MP C4503 black meter$0.0060 INCLUSIONS: All parts, labor, drum, developer, preventative maintenance kits, unlimited service calls & emergency service unless otherwise stated in Special Terms below. EXCLUSIONS: Paper&staples (see Special Terms for any additional exclusions.) SPECIAL TERMS: (PLEASE READ CAREFULLY.) Includes all toner up to 6%coverage. Additional toner to be invoiced. To be billed monthly in arrears. -TERMS & CONDITIONS OF THIS AGREEMENT- COPIERS/PRINTERS The Company as listed shall hereinafter be referred to as Customer. Peak Performance Imaging Solutions,hereinafter referred to as PPIS,offers to the Customer its Service,Service&Supply,or Service&Supply Cost Per Copy(SSCPC)Program,subject to the terms and conditions set forth herein. Service hours are 8:00 am to 5:00 pm Monday through Friday,except holidays. Preventative maintenance will be done as your Key Operator notifies PPIS that it is due and/or on a scheduled basis by PPIS subject to Customers preference. Parts are included in your Maintenance Agreement except copy drums,transfer mediums,consumable items such as toner,developer and fuser oil for maintenance,and parts replacement required because of negligent operation or defective supplies(unless otherwise noted in the inclusions,special instructions or special terms section of this agreement prior to being signed by you the customer). No terms or conditions,expressed or implied,are authorized unless they appear on the original Agreement. The additional terms and conditions are incorporated and are an integral part of this Agreement. AGREEMENT PPIS agrees to maintain inventory of parts,supplies and service during the term of this contract and shall deliver to the Customer at the location as needed. In consideration therefore the Customer shall pay in installments as provided herein for the full term of this agreement. This agreement does not include paper products,transparencies,labels,or staples,unless otherwise noted. TERMS This contract shall commence upon the completion of the warranty. If no warranty,this contract will commence upon delivery of the equipment(or at the time of execution if the machine is on location)and continue for a term of one year(or the term noted in the exclusions,special instructions or special term's section of this agreement)at current and or noted pricing. Supplies are not included in the warranty period. Please refer to your Sales Order. We will automatically renew for a consecutive term as stated herein. Signature required on final page. Thank you for choosing Peak Performance Imaging Solutions TERMS AND CONDITIONS 1. GENERAL SCOPE F COVERAGE This agreement covers b th the labor and the material for adjustments,repairs and replacement of parts as necessitated by normal use of the equipment. Damage to the etlulpment . or parts arisen out of mis se,abuse,negligence,electrical problems/surges,or any other causes beyond Peak Performance Imaging Solutions'control are not covered. In addition, Peak Performance(magi Solutions may terminate this agreement in the event the equipment is modified,damaged,altered or serviced by personnel other than those employed by Peak Performance(magi Solutions. Peak Performance Imaging Solutions may also terminate this agreement if parts,accessories or components not authorized by Peak Performance Imaging Sol lions are fitted to the equipment. 2. SERVICE CALLS Service calls under this ac reement will be made during normal business hours at the Installation address shown on the reverse side of this agreement. Travel and labor time for service calls after normal-hours,on weekends and on holidays,if and when applicable,will be charged at overtime rate in effect at the time the service call is made. 3. EXTENT OF LABO P SERVICES Labor performed during 4 service call includes lubrication and cleaning of the equipment and the adjustments,repairs or replacement of parts described in Paragraph#4. 4. REPAIR AND REPLACEMENT OF PARTS All parts necessary to the peration of the equipment,with the exception of photoreceptive copy drums(unless otherwise noted)will be furnished free of charge during a service call included in the maintena ce service provided by the agreement. 5. RECONDITIONIN When in sole discretion ak Performance Imaging Solutions determines a reconditioning is necessary to keep the equipment in working condition,Peak Performance Imaging Solutions will submit to c stomer an estimate of needed repairs and the cost thereof which will be in addition to the charge payable under this maintenance agreement. The reconditioning will be d e at the unpublished"In Shop"equipment reconditioning rate for contract customers of$60/hour. Parts will be billed to the custerom at cost plus 10%to cover shipping and hand ing. If the customer does not authorize such reconditioning,Peak Performance Imaging Solutions may at its discretion discontinue service of the equipment under this agreement,re nding the unused portion of the maintenance charge,or may refuse to renew this agreement upon its expiration. Thereafter,service will be available on a "Per Call'basis at publish d rates. 6. BREACH OR DEF LT If the customer does not ay all charges for maintenance or parts provided thereunder,promptly when due:1.)Peak Performance Imaging Solutions may refuse to service the equipment or(b)furnish ervice on a C.O.D.'Per Call'basis at published rates 2.)You the customer accept the term length of this agreement and accept that breach or default of this agreement will result in u the customer being responsible for full payment of said agreement,including customers on CPC/SSCPC billing cycles(charges will be prorated per average monthly volume).3.)You the customer agree to pay Peak Performance Imaging Solutions's costs and expenses of collection including the maximum attorney's fees and collection fees permitted by law. MOVING EQUIP ENT: I.) PPIS reserves he right to apply reasonable charges to move equipment for customers and in sole discretion reserve the right to charge for damage to customers equipment done y unauthorized moving of equipment by you the customer without prior approval from PPIS, 2.) If equipment s moved to a new Peak Performance Imaging Solutions service zone,Peak Performance Imaging Solutions shall have the option to charge,and the customer agrees to pay,the difference in published maintenance charges between the current zone and the new zone,such charges to be assessed on a pro-rate basis. If equipment is moved beyond P k Performance Imaging Solutions's published service zones,customer agrees to pay a fair and reasonable charge for continued maintenance under this agreement,takin into account the distance to customer's new location and Peak Performance Imaging Solutions's published rates for service on a°Per Call'basis, If equipment is mo d beyond Peak Performance Imaging Solutions's published service zones,PPIS reserves the right to terminate the contract with no refund available to customer. Servic zones,which are subject to change,include the Colorado counties of Summit,Eagle,Grand,Park,Lake,Clear Creek,Chaffee,Garfield and Pitkin. SUPPLIES: Equipment marketed by Peak Performance Imaging Solutions Is designed to give excellent performance with Peak Performance Imaging Solutions authorized supplies.If you the customer chose to use supplies that are not acceptable for use on Peak Performance Imaging Solutions marketed or serviced machines,and these unapproved supplies cause abnormally requent service calls or service problems,PPIS may,at Its option,terminate this agreement.Any unused portion of the maintenance agreement charges that have been pre-pa in full will be refunded to customer. In that event,the customer will be offered service one'Per Call'basis at published rates. It is a condition of this agreement that the customer uses only Peak Performance Imaging Solutions authorized supplies. 7. WARRANTY ' Other than the obligations set forth herein,Peak Performance Imaging Solutions disclaims all warranties,express or implied,including any implied warranties of merchant ability, fitness for use,or fitness tor a particular purpose. Peak Performance Imaging Solutions shall not be responsible for direct,incidental or consequential damages including but not limited to,damages arising g out of the use or performance of the equipment or the loss of use of the equipment. 8. EQUIPMENT CONDITION The equipment must be f}+_good condition on the commencement date of the agreement. Peak Performance Imaging Solutions will charge customer,and customer agrees to pay for parts and labor required o place the equipment in such condition unless covered under any applicable warranties or a continuous maintenance agreement. Peak Performance Imaging Solutions will inroice the customer and this will be in addition to the price set forth on the reverse side hereof. 10. PC CONNECTIVI ,SUPPORT,INTEGRATION,Y2K See Sales order for your quipment.Customer accepts terms&conditions of Sales Order as well as Scope of Responsibility Listed on Reverse Side of Sales Order. Standard warranty(s) for PC peripherals such hubs,print servers,etc.is with Manufacturer. Installation Time Is clearly stated on Sales Order.An estimate for installation time is stated on Sales Order, with an amount of time i eluded(standard is 2 hours per machine).Additional Installation Time&/or Further Network Integration is available at published rates. PPIS assumes there is a network drop within lose proximity to machine location, PPIS requests full access to network environment to Install systems efficiently&quickly, Delays not caused by PPIS may be billed to customer at PIS discretion. PPIS offers training on how to operate connected equipment,PPIS does not offer basic computer skills training. PPIS offers additional long- term key op training at n charge.Additional Technical Integration calls for further integration is chargeable(Not Supported by this maintenance agreement)and may be supported via a separate agreemen. Current PPIS product offerings are all Y2K compliant. Contact PPIS for our Y2K readiness statement. I1. MISCELLANEOUS This agreement shall be terpreted in accordance with the laws of the State of Colorado and the parties hereby agree to submit the the jurisdiction of the courts thereof. Venue shall be in the Fifth Judicial D trlct for the State of Colorado. It constitutes the entire agreement between the parties and may not be modified except in writing by a duly authorized officer of Peak Performa ce Imaging Solutions. (CUSTOMERS SIGNATURE ON SIGNATURE PAGE OF THIS AGREEMENT DESIGNATES ACCEPTANCE OF ALL OF THE TERMS&CONDITIONS OF THIS AGREEMENT) I