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Utility Drop Box A G R E E M E N T THIS AGREEMENT entered into this I2" day of J A X493 by and between the City of Salina , hereinafter referred to as "utility company" and the Payless Cashways Building Materials, hereinafter referred to as "Payless Cashways" , concerning the implementation of a utility company bill payment drop box system at the Payless Cashways store located in Salina, Ks . NOW THEREFORE, in consideration of the mutual benefits, covenants, and promised hereinafter set forth the parties agree to the following: 1 . Payless Cashways will provide and install at Payless ' s expense a locked drop box facility located in Salina, Ks 2 . Payless Cashways will provide, at its expense, a metal drop box for its location and on additional drop box to be kept by the utility company, for the collection of utility company payments which are deposited at the drop box facility. The metal drop boxes will include a lock and key. 3 . Payless Cashways will not have access to or maintain a key to the lock on said drop boxes . A key to open the drop boxes will be maintained only by the utility company. 4 . The utility company will be responsible for picking up such lock boxes containing the utility company payments from Payless Cashways on a daily (Monday through Friday) basis, excluding holidays . 5 . At all times provided herein, such payments shall be and remain the property of the utility company and Payless Cashways shall be the trustee thereof . 6 . The utility company shall provide and maintain a supply of envelopes to be made available for customer use at the drop box facility. 7 . It is understood and agreed that Payless Cashways is not an employee of the utility company, but shall be deemed an independent contractor for all purposes . 8 . The utility company agrees to indemnify and to hold harmless Payless Cashways from any loss as a result of Payless Cashways following any of the above conditions . 9 . The utility company agrees that Payless Cashways responsibility to the utility company herein provided shall be limited to the exercise or ordinary care and diligence. Failure to exercise ordinary care and diligence shall not be inferable by reason of a loss of an item without in addition thereto a showing of negligence on Payless Cashways ' part, its agents or employees . 10 . In no event shall Payless Cashways be liable to the utility company for failure to follow any of the operating conditions set forth herein, including without limitation failure to perform any services within the time provided herefore, if the failure to perform is due to the occurrence of any of the following events : Any act of failure to act by the utility company, mechanical failures of Payless Cashways ' equipment, fire or other casualty, riot or civil commotion, windstorms, earthquakes, floods, or other acts of God, delay in transportation, government regulations or interference, or any event beyond Payless Cashways control . In no event shall Payless Cashways be liable to the utility company for special or consequential damages . 11 . Any changes which may occur from time to time will be made in writing to become a part of this agreement upon mutual acceptance. 12 . This agreement may be terminated by either party by written notice of revocation delivered to the other party at the address shown herein. IF ATTEST: bar a 94 LAJ-1 • Accepted , aL\ I L , 1993 By 4 A _—na,1 City of Salina Kansa • Peter F. Brungardt, Mayor [SEAL] ATT E%t!