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NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the PARTIES agree as follows: 1. SCOPE OF SERVICES a. VENDOR shall perform monthly preventive maintenance on said MAIL -OPENING MACHINE in accordance with VENDOR'S Master Maintenance Agreement as described in EXHIBIT "I" which is attached hereto and incorporated by reference. b. VENDOR maintenance includes the cost of parts required during the contract year, plus labor for preventive maintenance, and labor for up to five (5) demand calls, if required. c. In the event the terms of these RECITALS conflict with the terms of EXHIBIT "I" then the terms of these RECITALS shall prevail. 2. COMPENSATION a. CITY, agrees to pay, and VENDOR agrees to accept as total payment for its services for the initial period of this AGREEMENT beginning July 29, 2017 and ending June 30, 2018, a fee of Two Thousand Five Hundred and Eighty-nine dollars and Eighty-two cents ($2,589.82) as set forth in VENDOR'S Invoice: 110533 (EXHIBIT "II"), which is attached hereto and incorporated by reference. b. CITY, agrees to pay, and VENDOR agrees to accept as total payment for its services for the second year of this AGREEMENT beginning July 1, 2018 ending June 30, 2019, an annual fee of Two Thousand Eight Hundred and Sixty-five dollars ($2,865.00) as set forth in VENDOR'S Invoice: 110560 (EXHIBIT "III"), which is attached hereto and incorporated by reference. c. Thereafter, CITY agrees to pay, and VENDOR agrees to accept as total payment for its services for each subsequent year of this AGREEMENT, an annual prepaid fee based on the lesser of VENDOR'S published rates then in effect, or an amount equal to the preceding contract year's pricing adjusted by an increase not to exceed ten (10%) percent. d. In the event the terms of these RECITALS conflict with the terms of EXHIBIT "I" then the terms of these RECITALS shall prevail. e. Payment for services rendered by VENDOR to CITY for the period July 29, 2017 through June 30, 2018 shall be made within fifteen (15) days following full and complete execution and certification of this AGREEMENT. f Thereafter payment by CITY for each succeeding contract year shall be made within forty-five (45) days following receipt of proper invoicing, subject to City accounting procedures and proof of insurance as set forth in section 5 of this AGREEMENT.