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HomeMy WebLinkAboutAccess Systems - 5/18/2020DocuSign Envelope ID: G9FADEA7-594C-4337-B338-D8C3FF9238FC access) Y r F. M CUSTOMER ("YOU" OR "YOUR") Cr COST PER IMAGE AGREEMENT FULL LEGAL NAME: Waterloo, City of DBA Waterloo Police Department AGREEMENT NO.: 1565258 Please return this copy to: City Clerk & Finance Dept. 715 Mulberry St. Waterloo, IA 50703 FEDERAL TAX ID #: ADDRESS: 715 Mulber St Waterloo, IA 50703 € iIPMENT AND PAYMENT TERMS 0 SEE ATTACHED SCHEDULE NOT UNDER FINANCED THIS BEGINNING READING METER MONTHLY ALLOWANCE IMAGE EXCESS CHARGE PER (PLUS IMAGE TAX) TYPE, MAKE, MODEL NUMBER AND SERIAL NUMBER AGREEMENT B&W COLOR B&W COLOR B&W COLOR **See the attached Equipment Schedule. [� TOTAL CONSOLIDATED MONTHLY IMAGE ALLOWANCE AND EXCESS PER IMAGE CHARGES (IF CONSOLIDATED) 13,946 9,240 $0.0090 $0.0600 EQUIPMENT LOCATION: As Stated Above TERM IN MONTHS: 62 SECURITY DEPOSIT: 2 MONTHLY BASE PAYMENTS OF*: 557.36 FOLLOWED BY: 60 MONTHLY BASE PAYMENTS OF*: 1 441.52 ADDITIONAL SERVICE OPTIONS METER FREQUENCY: Annually (*PLUS TAX) By initialing where indicated below, you elect to include the indicated service option(s) for the additional monthly fee of $5.00 per device per service option. Secure Data Protection Customer's Initials to Elect: If you do not initial to elect this service, you acknowledge you assume full responsibility for performing all end of lease device data disposal procedures to remove confidential information. Data disposal procedures may be required for your compliance with applicable industry standards and state and federal laws and regulations. Connectivity Assurance Customer's Initials to Elect: Includes remote connectivity assistance to allow for networked device functionality. If you do not initial to elect this service, you acknowledge that any connectivity work we provide will be billable at our hourly rate. CONTRACT THIS AGREEMENT IS NON -CANCELABLE AND IRREVOCABLE. IT CANNOT BE TERMINATED. PLEASE READ CAREFULLY BEFORE SIGNING. YOU AGREE THAT THIS AGREEMENT AND ANY CLAIM RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE IN WHICH OUR (OR, IF WE ASSIGN THIS AGREEMENT, OUR ASSIGNEE'S) PRINCIPAL PLACE OF BUSINESS IS LOCATED AND ANY DISPUTE CONCERNING THIS AGREEMENT WILL BE ADJUDICATED IN A FEDERAL OR STATE COURT IN SUCH STATE. YOU HEREBY CONSENT TO PERSONAL JURISDICTION AND VENUE IN SUCH COURTS AND WAIVE TRANSFER OF VENUES EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL, CUSTOMER'S AUTHORIZED SIGNATURE • • BY SIGNING THIS PAGE, YOU REPRESENT TO US THAT YOU HAVE RECEIVED AND READ THE ADDITIONAL TERMS AND CONDITIONS APPEARING ON THE SECOND PAGE OF THIS TWO•PAGE AGREEMENT. THIS AGREEMENT IS BINDING UPON OUR ACCEPTANCE HEREOF. CIA Q_ SIGNATURE (As Stated Above) CUSTOMER OWNER ("WE", "US", "OUR") Access Systems, Inc. OWNER 955 SE Olson Dr Waukee, IA 50263-8455 SIGNATURE Mayor Quentin Hart 5- (Riede PRINT NAME & TITLE PRINT NAME & TITLE DATE DATE .4 . - '1 017031-ZU P 03AV(R L)_0320 PAGE 1 OF 2 210 DocuSign Envelope ID: 69FADEA7-594C-4337-8338-D8C3FF9238FC PD VI se ,® 1 AGREEMENT, You want us b now provide you the equipment ardor software referenced herein, together withal replacements, parts, repays, additions and accessions incorporated therein or attired thereto, excluding equipment marked as not financed under this Agreement ('Equipment'} and you unconditionally agree to pay us the amounts payable under the terms of this agreement (`Agreement) each period by the due dab, This Agreement Is binding upon our acceptance hereof and will begin on the date the Equipment Is deli emd to you or any later date we designate. If we designate a later commencement dais, you agree b pay us an additional amount equal to the pedodu payments due under this Agreement prorated for the period beMeen the date the Equipment is delivered to you and the commencement date, We may charge you a one-time origination fee of $79.50. If any amount payable b us Is not paid when due, you will pay a late charge equal to; 1) the greater el ten (10) cents for each dollar overdue or twenty -sox dollars ($26.00); or 2) the highest tat charge, K less Any security deposit wit be commingled with our assets, WI not ean Interest, axi Wit be returned at the end of the term, provided you are not In default The base payment will be ar$usted proportionately upward or downward: (1) by up to 10% b accommodate changes in the actual Equipment cost (2) K the shipping charges or taxes differ from the estimate given to you; and/or (3) to comply with the tax laws of the state in which the Equipment Is located, We generally do not allow you to pay via credit card, however, Kw de accept a credit card payment, you agree to pay our then current surcharge. If for any reason your deck is returned for nonpayment, you will pay us a bad cheek charge of $30 or, K less, the maximum charge allowed by law, You agree that If we substitute or replace ally item of Equipment due b product availability, repair or manenance issues, that each such substitute Hem of equipment shall thereby becane subject to tails Agreement, and be an item of Equipment hereunder, without the need for the parties to sign a7 amendment hereb. 2. NET AGREEMENT, THIS AGREEMENT IS NON•CANCELABLE FOR THE ENTIRE AGREEMENT TERM. YOU AGREE THAT YOU ARE UNCONDITIONALLY OBLIGATED TO PAY ALL AMOUNTS DUE UNDER THIS AGREEMENT FOR THE ENTIRE TERM, YOU ARE NOT ENTITLED TO REDUCE OR SETOFF AGAINST AMOUNTS DUE UNDER THIS AGREEMENT FOR ANY REASON. 3. IMAGE CHARGES AND OVERAGES, You are entitled to make the total number of images shown under Image Allowance (or Total Consolidated Image Allowance, If applicable) each period during the term of this Agreement If you make more than the allowed images In any period, you will pay us an additional amount equal to the number of the excess Images made dery such period multiplied by the applicable Excess Per Image Charge, Reganiless of the number of Images made in any period, you will never pay less than the Base Payment Amount. You agree, upon commencement of thls Agreement, to Install our electronic meter collection agent ('MCA") on your retwerk to remotely monitor the status and usage of Equipment to allow us to most cost effectively perform the services under this Agreement If you don't Instal and maintain the MCA on your network, we may require you to pay us a fee of up to $10 per month per imaging device connected to that network. For aI non -networked devices (and for networked devices K the MCA is not Installed), you agree to provide us with the actual meter readings for the device as and when requested by us, We may estimate the number of Images made on a device if such meter readings are not received within five days after our request and we may require you to pay, in addition to the above $10 fee (If applicable), a usage estimation lee of $5 per device for each such occurrence. You also agree to make the usage payments called for hereunder based on our Image estimate, subject to those amounts being adjusted or credlted on the next Invoice after we receive an actual meter reading (and subject to the Baseline Usage calculation that follows). You agree that our pricing, as reflected In this Agreement, for the services, supplies and maintenance we provide you, is premised on your continued and relatively consistent use of the Equipment under the terms of this Agreement for the fill minimum term of the Agreement The average actual monthly number of images (Wads and white and, separately, color) that you make using the Equipment during the first twelve months of the leer of this Agreement shall be your `Baseline Usage Levels" hereunder, tithe actual images you make using the Equipment in any month following the first twelve months of the term of this Agreement are less than fifty percent (50%) of your applicable Baseline Usage Level(s), then we may charge you for each such month, after the first twelve months of the term of this Agreement, as though your actual Image usage levels for each such month was ninety percent (90%) of your Baseline Usage Level(s), You agree that the Base Payment Amount and the Excess Per Image Charges may be proportionately increased at any time U our estimated average page coverage Is exceeded. After the end of the first year of this Agreement and not more than once each successive twelve-month period thereafter, the Base Payment Amount and the Excess Per Image Charges (and, at out election, the Base Payment Amount and Excess Per Image Charges under any subsequent agreements between you and us that incorporate the terms hereof) may be Increased by a maximum of 10% of the then existing payment or charge. Images made on equipment marked as not financed under this Agreement will be Included In determining your Image and overage charges, 4, EQUIPMENT USE. You will keep the Equipment In good working order, free and clear of all liens and claims, use It for business purposes only and not modify or move ft from its initial location without our consent You agree that you will not take the Equipment out of service and have a third party pay (or provide funds to pay) the amounts due hereunder. You will compy with all laws, ordinances, regulations, requirements and rules relating to the use and operation of the Equipment We will have the right, at any reasonable time, to Inspect the Equipment and any documents relating to Its use, maintenance and repair, S SERVICES/SUPPLIES, If we have entered Into a separate arrangement with you for maintenance, sate, supplies, etc. with respect to the Equipment payments under this Agreement may Include amounts owed ur that arrangement, which amounts maybe Invoked as one payment foryour convenience, MICR supplies are not included and coil be tilled separately, You agree that you will look solely to us for performance under any such arrangement and for the delvery of any applicable supplies, You may request sous supplies beyond what we determine as necessary under this Agreement and vie may provkie you stet al an additional charge. K your use of supplies exceeds the manufacturer's published yield by more than 10%, we may notify you of such excess usage, K such excess usage does not cease within 30 days after such notice, we may charge you for such excess useee. We may charge you a monthly fee per device not to exceed $5.00 per device, to cover our costs of standard shipping and handing supplies, Standard shipping typically allows ler delivery In no more than three business days. Expedited shipping options are available at an additional cost b you. In addition, if you elect, we may charge you a monthly fee per device (`Connectivity Assure eel) for providing remote connectivity troubleshooting throughout the tern of the Agreement The seM es Wit be limited to remote technlca assistance only and shaft not include any related necessary hardware or software costs, K we identify the connectivity problem relates to an IT Issue that Is outside of our control such as a network setting or IT hardware issue, we will wok with your IT department to communbate the necessary information. As an alternative b your IT department, our iI technicians maybe able to assist you K provided the necessary access rights but any such work wry be billable at our hourly rates, Service cats will be performed during room business tours of Monday through Friday 8:00 am, to 5:00 p.m, except holkiays. A separate whiten agreement must be executed K you may require service cals outside of renal business hours, In the absence of a written agreement and in the Instance We are able to perfam service call outside of normal business hours, you agree b pay additional charges at our overtime rates, 6. SOFTWARE/DATA. Except as provided in this paragraph, references to "Equipment" Include any software referenced above or Instated on the Equipment We do not own the software and cannot transfer any interest In It to you. We are not responsible for the software, license renewal fees, or the obligations of you or the licensor under any license agreement Any software that Is Included in the equipment purchased shaft be subject to and Customer agrees to abide by the terms of the software license Issued In connection with the use of such software. Any annual software license renewals and associated labor for renewals or upgrades or labor for troubleshooting software are not Included and will be billed separately unless otherwise stated. You we solely responsible for protecting and removing any confidential dataimagss stored on the Equipment prior to its return for any reason; provided, however, you may elect to pay a monthly fee per device to have us provide you this service ("Secure Data Protection', 7. LIMITATION OF WARRANTIES. EXCEPT TO THE EXTENT THAT WE HAVE PROVIDED YOU A WARRANTY IN WRITING, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU CHOSE ANY/ALL THIRD•PARTY SERVICE PROVIDERS BASED ON YOUR JUDGMENT. YOU MAY CONTACT US OR THE MANUFACTURER FOR A STATEMENT OF THE WARRANTIES, IF ANY, THAT THE MANUFACTURER IS PROVIDING, WE ASSIGN TO YOU ANY WARRANTIES GIVEN TO US, B. ASSIGNMENT,You may not sell, assign, or sublease the Equipment or thts Agreement without our written consent We may sell or assign this Agreement and our rights In the Equipment in whole or in part, to a third party without notice to you. You agree that If we do so, our assignee will have our assigned rights under this Agreement but none of our obligations and will not be subject to any claim, defense, or set-off that may be assertabie against us or anyone else, 9. LOSS OR DAMAGE, You are responsible for any damage to or loss of the Equipment No such loss or damage will relieve you from your payment obligations hereunder. Except for claims, losses. or damages caused by our gross negligence or wWM misconduct, you agree to fndemnUy us and our assignee, H applicable, against any claims, losses, or damages, Including attomey fees, In any way relating to the Equipment or data stored on i. In no eventwil we be liable for any consequential or Indirect damages. 10. INSURANCE. You agree to maintain commercial general liability Insurance acceptable to us, You also agree to: 1) keep the Equipment fully insured against loss at is replacement cost, with us named as lender's loss payee; and 2) provide proof of Insurance satisfactory to us no later than 30 days following the commencement of this Agreement, and thereafter upon our written request if you tail to maintain property loss insurance satisfactory to us and/or you fall to timely provide proof of such insurance, we have the option, but not the obligation, to either (A) secure property loss Insurance on the Equipment from a carrier of our loosing In such forms and amounts as we deem reasonable to protect our interests. If we secure insurance on the Equipment, we will not name you as an Insured parry, your interests may not be fully protected, and you will reimburse us the premium and an Insurance fee, which may be higher than the premium you would pay if you obtained Insurance, and which may result in a profit to us through an Investment in reinsurance; or (B) 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 further described on a letter from us to you, We may make a profit on this program, NOTHING IN THIS SECTION WILL. REUEVE YOU OF RESPONSIBILITY FOR UABIUTY INSURANCE ON THE EQUIPMENT. If you are current In Si of your obligations under the Agreement at the time of loss, any insurance proceeds received will be applied, at our option, to repair or replace the Equipment, or to pay us the remaining payments due or to become due under thls Agreement, plus our booked residual, both discounted at 2% per annum, 11. TAXES. We own the Equipment You will pay when due, either directly or by reimbursing us, all taxes and fees (including personal property tax) relating to the Equipment and this Agreement. If we pay any taxes 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. Sales or use tax due upfront will be payable over the term with a finance charge, You hereby grant us a security Interest in the Equipment to secure all amounts you owe us under any agreement with us, to be released at the end of the term provided you have performed all of your obligations under this Agreement 12. END OF TERM, At the end of the term of this Agreement (or any renewal term) (the 'End Date`}, this Agreement will renew for an additional one-year period under the same terms unless a) you provide us written notice, at least 60 days prior to the End Date, of your intent to return the Equipment, and b) you timely return the Equipment to the location designated by us, at your expense. If the returned Equipment is not immediately available for use by another without need of repair, you will reimburse us for all repair costs. You cannot pay oft this Agreerent or return the Equipment prior to the End Data without our consent If we consent we may charge you, in addition to other amounts owed, an early termination fee equal to 5% of the price of the Equipment. 13, DEFAULT AND REMEDIES, You will be In default it (a) you do not pay any payment or other sum due to us or any other person when due or if you fail to perform In accordance with the covenants, terms and conditions of this Agreement or any other agreement with us or any of our affiliates or any material agreement with any otter lender, (b) you make or have made any raise statement or misrepresentation to us, (o) you or any guarantor dies, dissolves or terminates existence, (d) there has teen a material adverse charge In your or any guarantors financial, business or operating condition, or (e) wry guarantor defaults under any guaranty for this Agreement. If you are ever in default, at our option, we can terminate this Agreement and we may require that you return the Equipment to us at your expense and pay us:1) all past due amounts and 2) al remaining payments for the unexpired term, plus our booked residua), both discounted at 2% per annum. We may also use all other legal remedies available to us, (Deluding disabling or repossessing the Equipment and requiring you to Immediately stop using any financed software. You agree to pay all our costs and expenses, Innduding reasonable attorney fees and repossession costs, Incurred In enforcing this Agreement, You also agree to pay interest on al past due amounts, from the due date, at 1.5% per month, Any delay or failure to enforce our rights under this Agreement will not prevent us from enforcing any rights at a law time, If interest is charged or collected in excess of the maximum lawful rate, we will refund such excess to you, which will be your sole remedy, 14. UCC, If we assign rights in this Agreement for financing purposes, you agree that this Agreement in the hands of ow assignee, is, or shall be treated as, a °Finance Lease' as that term Is defined In Artie 2A of the Uniform Commercial Code (`UCC'). You agree to forgo the rights and remedies provided under sections 507-522 of Artie 2A of the UCC. 15, MISCELLANEOUS. Thls Agreement is the entire agreement between you and us relating to our providing and your use of the Equipment and supersedes any prior repeesenfaibns or agreements, Indudirg any purchase orders. Amounts payable under this Agreement may Include a profit to us. Within 30 days after our request, you will deliver al requested Information (including tax returns) which we deem reasonably necessary to determine your current finandat condition and faithful performance of the terms hereof, The parties agree that: (I) this Agreement and any related documents hereto may be authenticated by electronic means; (ii) the 'original' of this Agreement shatl be the copy that bears your manual, facsimile, scanned or electronic signature and that also bears our manually signed signature; and (Ili) to the extent Ns Agreement constitutes chattel paper (as defined by the UCC), a security interest may only be created in the original, You agree not to raise as a defense to the enforcement of this Agreement or any related documents that you executed or authenticated such documents by electronic or digital means or that you used facsimile or other electronic means to tansmit your signature on such documents. Notwithstanding anything to the contrary herein, we reserve the right to require you to sign this Agreement or any related documents hereto manually, If a court finds any provision of this Agreement unenforceable. the remanirg (erns of this Agreement shell remain In effect You authorize us to either Insert or correct your proper legal name, the Agreement number, serial numbers, model numbers, beginning date, and signature date, and acknowledge that If we filed in any blanks above, we did so on your behalf. All other modifications to the Agreement must be In writing signed by each party, 017031-ZUP03AV(RL)_0320 PAGE 2 OF 2 210 DocuSign Envelope ID: 69FADEA7-594C-4337-B338-D8C3FF9238FC EQUIPMENT SCHEDULE access i AGREEMENT NO.: 1565258 - o n 0 N; OF EQUIPMENT - __ _-- _ _ = =� -- TYPE, MAKE, MODEL NUMBER AND INCLUDED ACCESSORIES 4 Sharp MX-4051 1 Sharp MX-5051 HP LJ Enterprise M604 CNDCJ9118S ** HP LJ Enterprise M604 CNDCJ9114Y ** HP LJ M651dn JPCCJ90043 ** SERIAL NO. HP LJ M651dn JPCCJ9003g ** HP LJ M651dn HP LJ M651dn JPCCJ9002j ** JPCCJ9002w ** HP LJ M651dn JPCCJ9003b ** HP LJ M651dn JPCCJ90061 ** ** Not financed under this Agreement The undersigned acknowledges having received a copy of this Schedule A copy of this document containing your original or facsimile signature, or other indication of your intent to agree to the terms set forth herein, shall be enforceable for all purposes. Mayor- Quentin Hart CUSTOMER SIGNATURE PRINT NAME & TITLE DATE 017031-ZUP0205 0716 PAGE 1 OF 1 210 DocuSign Envelope ID: 69FADEA7-594C-4337-B338-D8C3FF9238FC Customer Equipment Pickup Authorization Form ("EPAF") Customer Name Customer Number EPAF Number Waterloo, City of DBA Waterloo Police Department WP03 441575 Address Date Agreement Number(s) 715 Mulberry Street 1176847-000 City State Zip Email Waterloo (A 50703 drinovskyw@waterl0000lice.com Contact Name Phone Wendy Drinovsky 319-291-4500 Equipment Address City State Zip ID tt Make Model Serial Number Dept/Location Pickup iy/M Return Location 715 Mulberry Street Waterloo IA 50703: • • HP Color U M651DN JPCCJ90021 N 715 Mulberry Street Waterloo IA 50703: • • HP Color U M651DN JPCCJ9002W N 715 Mulberry Street Waterloo IA 50703 28994HP Color U M651DN JPCCJ9003B N 715 Mulberry Street Waterloo IA 50703: • • HP Color U M651DN JPCC19003G N 715 Mulberry Street Waterloo IA 50703: • • . HP Color U M651DN JPCCJ90043 N 715 Mulberry Street Waterloo IA 50703s • • HP Color U M6S1DN JPCCJ90061 N 715 Mulberry Street Waterloo IA 50703 29549 Sharp MX4050N 65085082 Y Upgrade 715 Mulberry Street Waterloo IA 50703• : Sharp MX4050N 65084872 Y Upgrade 715 Mulberry Street Waterloo IA 50703• • • Sharp MX5050N 65077885 Y Upgrade 1689 Burton Ave Waterloo IA 50703 29547 Sharp MX4050N 65085993 Y Upgrade Return Location Comments: Additional Service Offering - Secure Data Protection / Data Disposal Procedures You are solely responsible for protecting and/or removing any confidential data/images stored on the above equipment prior to its pickup by Access Systems; provided, however, you may elect to pay us a $300.00 per device fee to have us provide you this service. Please note this service is free of charge if you previously elected our Secure Data Protection services for the above equipment. Customer's Initials to Elect Access Systems may be picking up the above equipment which was previously leased to you by us. In such circumstances, the economics of any related agreement for us to provide you new equipment assumes you will pay all invoices billed to you prior to the delivery of the new equipment. Thus, please timely remit payment on all invoices which have a bill date prior to our delivery of the new equipment. By signing below, you authorize Access Systems to remove the Equipment listed above and you agree to release Access Systems from any liability relating to this Equipment, including, but not limited to, any obligations to third parties such as lease or maintenance agreements. Furthermore, if you fail to provide your signature below, you acknowledge that your receipt of this form serves as your authorization and acceptance of the terms herein unless you otherwise expressly provide written notification to EqulpmentDetails@AccessSystems.com within seven calendar days of your receipt of this form. Signature: Printed Name: Qiientiii Hart Date: (2v?c e Title: Mayor Signature: Printed Name: Acknowledgement Signature - To Be Completed Upon Pick-up of Equipment Date: Title: Rev 7.22.2019 DocuSign Envelope ID; 69FADEA7-594C-4337,B338-D8C3FF9238FC NON4\PPROPRIAT ION ADDENDUM This is an addendum ("Addendum") to and part of that certain agreement between Access Systems, Inc. ("we", "us", "our") and Waterloo, City of DBA Waterloo Police Department ("Governmental Entity", "you", "your"), which agreement is identified in our records as agreement number 1565258 ("Agreement"). All capitalized terms used in this Addendum which are not defined herein shall have the meanings given to such terms in the Agreement. APPLiCABLk TO GOVERNMENTAL ENTITIES ONLY You hereby represent and warrant to us that as of the date of the Agreement: (a) you are a municipal corporation and political subdivision duly organized and existing under the laws of the state; (b) you have never failed to appropriate or otherwise make available funds sufficient to pay rental or other payments coming due under any lease or similar agreement; (c) the individual who executed the Agreement had full power and authority to execute the Agreement on your behalf; (d) all required procedures necessary to make the Agreement a legal and binding obligation against you have been followed; (e) the Equipment will be operated and controlled by you and will be used for essential government purposes for the entire term of the Agreement; (f) that all payments due and payable for the current fiscal year are within the current budget and are within an available, unexhausted, .and unencumbered appropriation; (g) you intend to pay all amounts payable under the terms of the Agreement when due, if funds are legally available to do so; (h) your obligations to remit amounts under the Agreement constitute a current expense and not a debt under applicable state law; (i) no provision of the Agreement constitutes a pledge of your tax or general revenues; and (j) you will comply with any applicable information reporting requirements of the tax code, which may include 8038-G or 8038-GC Information Returns. If funds are not appropriated to pay amounts due under the Agreement for any future fiscal period, you shall have the right to return the Equipment (subject to the terms of the Agreement) and terminate the Agreement on the last day of the fiscal period for which funds were available, without penalty or additional expense to you (other than the expense of returning the Equipment to the location designated by us), provided that at least sixty (60) days prior to the start of the fiscal period for which funds were not appropriated, your Chief Executive Officer (or Legal Counsel) delivers to us a certificate (or opinion) certifying that (a) you are a state or a fully constituted political subdivision or agency of the state in which you are located; (b) funds have not been appropriated for the applicable fiscal period to pay amounts due under the Agreement; (c) such non --appropriation did not result from any act or failure to act by you; and (d) you have exhausted all funds legally available for the payment of amounts due under the Agreement, You agree that this paragraph shall only apply if, and to the extent that, state law precludes you from entering into the Agreement if the Agreement constitutes a multiyear unconditional payment obligation. A copy of this document containing your original or facsimile signature, or other indication of your intent to agree to the terms set forth herein, shall be enforceable for all purposes. The undersigned, as a representative of the Governmental Entity, agrees that this Addendum is made a part of the Agreement. GOVERNMENTAL ENTITY'S AUTHORIZED SIGNATURE As Stated Above) DLADA5C-104 SIGNATURE st,> Mayer PRINT NAME & TITLE DATE OUR SIGNATURE Access Systems, inc. SIGNATURE 017031-VUPo7NAMC 032d PRINT NAME & TITLE DATE DocuSign Envelope ID: D422A92F-1 BE3-4C8B-ABG6-23D3336D214D Amendment This Amendment amends that certain agreement by and between Access Systems, Inc. ("Owner") and Waterloo, City of DBA Waterloo Police Department ("Customer") which agreement is identified in the Owner's internal books and records as Agreement No. 1565258 (the "Agreement"). All capitalized terms used in this Amendment, which are not otherwise defined herein, shall have the meanings given to such terms in the Agreement. Owner and Customer have mutually agreed that the following modifications be made to the Agreement. First equipment payment will become due 90 days after installation while service payments will begin immediately after installation pending the following requirements are met: © Customer agrees to pay all open invoices due prior to installation o The Customer agrees to accept equipment delivery and installation no later than June 30, 2020 Except as specifically modified by this Amendment, all other terms and conditions of the Agreement remain in full force and effect. If, and to the extent there is a conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control. A facsimile copy of this Amendment bearing authorized signatures may be treated as an original. This Amendment is not binding until accepted by Owner. Access Systems, Inc. Owner Customer By: Signature Date Accepted: Quentin -Hart, Mayor Print Name & Title Print Name & Title Date: Please contact us directly at 515-987-6227 or billing(a�accesssystems.com with any questions or if you receive any past due notifications.