AG 2002 10 21 (Regular) - Laserfiche WebLink

Home Browse Search

in accordance with relevant manufacturer warranties and recommendations. However, Compass agrees that Compass' use of the Services Equipment and Of- rices shall at all times be in accordance with manu- facturer's guidelines and reasonable commercial standards. Compass will promptly repair or replace any property damaged by the negligent acts or omis- sions of Compass' Employees or agents. 3. CLIENT PREMISES. To facilitate the perform- ance of Services, Client shall furnish, at its expense, at the Premises: 3.1. Operation Facilities. Interior facilities for Compass use reasonably necessary to perform the Services. The parties agree that third party caterers may utilize such Operating Facilities m connection with catered events as described in 2.1 and Client hereby agrees to assume all liabilities and cost of de- fense of Compass in connection with said third party use. 3.2. Administration Offices. Reasonable space for the administrative use by Compass staff (collectively Offices) shall be ;provided; and 3a. Utilities. All utilities as identified in the Program or as reasonable and necessary for the use of the Offices and the efficient performance of the Food Services, Sanitation Services, and such other services conducted at Client's request, and to be supplied un- der specifications provided by Client and Compass (Utilities). 3.4. Cleaning, Maintenance & Safety. 3.4.~Client shall keep clean all walls above 6 feet from floor level, windows, ceilings, lighting, ventilation fittings and interiors, and grease traps. 3.4.2 The Premises and Utilities shall be serviced and kept by Client in a good workmanlike manner and in a safe operating condition and further shall be maintained, replaced, and repaired to ensure continued fitness for their particular and intended purposes. Compass agrees that Compass' use of the Premises, any Utilities and Services Equipment shall at all times be in accordance with manufacturer's o idelines and reasonable commercial standards. mpass will promptly repair or replace any property damaged by the negligent or willful acts or omissions of Compass' Employees or agents. 4. FINANCING TERMS AND PAYMENT FOR SERVICES. 4.1. Financing Terms; Programs. Client is li- able for and promises to pay to Compass the amount of each Service as set forth in the billing statement prepared by Compass (Billing Statement) in accor- dance with the terms of the Program, as may be amended from time to time in a writing signed by both parties hereto. Client and Compass agree that the terms of any contract with a third party user shall be incorporated into this Agreement as though fully set forth herein and shall constitute additional and supplemental terms and provisions hereto. However, in the event of any conflict between the terms of this Agreement and the third party contract, as between Client and Compass, the terms of this Agreement shall be deemed controlling. 4.2. Payments. All payments due hereunder shall be mailed to the address set forth in the Billing Statement. Payments must be payable in U.S. cur- rency and drawn on a financial institutiOn located in the United States. Compass can accept partial pay- ments, unsigned payments, late payments, interest payments, Default Charges and payments indicated to be "payment in full" and remitted in complete satis- faction of a disputed amount, without waiving any of its rights under this Agreement. Such payments shall not constitute an accord and satisfaction. Any pay- ment by either party subsequently invalidated, de- clared to be fraudulent or preferential, set aside, avoided, or otherwise recovered by any other party under any federal or state law, common law, or equi- table cause, shall be automatically revived, reinstated, and restored as an unpaid Obligation regardless of any actions or agreements evidencing accord and satisfaction. 4.3. Other Fees and Charges. Client shall be liable for and promises to pay to Compass all appli- cable Program fees and charges, plus a charge of $30.00, for any check or other instrument of payment given by Client that is not paid or is returned as un- collectible. If Client fails to pay, within 30 days from the invoice due date, the full amount of any undis- puted Client Obligation under this Agreement (each a ayment Default). Client shall be liable for and promises to pay to Compass a Late Charge which shall accrue on the first day following the due date upon the average daily balance of unpaid and past due payments existing as of such accrual date. Com- pass's receipt and acceptance of any Late Charges shall not constitute a waiver or cure of the Payment Default. Late Charge is calculated at a rate per annum equal to the then current prime interest rate published in The ~all Street Journal in its "Money Rates" sec- tion. 4.4. Billiutg. Each Billing Statement will be presumed to be correct and accurate evidence of the then-current Client Obligations or the information stated therein unless Client provides notice specifying the error or errors, if any, within 30 days of Client's receipt of such statement. Notwithstanding Client's notice to Compass of billing errors, Client shall per- form or pay its undisputed Obligations hereunder in complete accordance with the applicable Billing Statement unless and until Compass otherwise con- sents in writing. Client shall have the fight to audit Compass' books, records, and underlying documen- tation, as well as reports, and soft-ware applications directly relating to the provision of Compass' Serv-