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Pitney Bowes, Inc.Pitney Bowes Inc. Communications Dept. - 2001 Contract Blot To Exceed $360.00 RIDER TO LEASE AGREEMENT APPll0Vl~D, AS IO the City of Camel, lndi~a ("City") oa Aprl 14~1 (city contract No. G~. Ol.Q~), ) a~d IS 1 WHEREAS, on January 1, 2001, the City instituted a mandatory "purchase order system" for the City's purchase of all goods and services exceeding Two Hundred Fifty Dollars ($250.00) in value; and WHEREAS, in order to operate under this "purchase order system", every City contract must contain an estimate of the cost of providing goods and services to the City pursuant to such contract, and the City must rely on this estimate when encumbering sufficient monies to pay for same. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. The above Recitals are incorporated herein as though they were fully set forth below. 2. Vendor agrees to provide the City, within fifteen (15) days of a request for same, with a written estimate ("Estimate") of the total cost for all goods and services ("Goods and Services") provided to City pursuant to the Agreement during the time period covered by such Estimate. 3. City agrees to prepare a purchase order setting aside the sum of the Estimate to pay for the Goods and Services provided during the time period covered by the Estimate, and to indicate budget appropriation number 530-99 as being that from which such Goods and Services are to be paid on said pumhase order. 4. Vendor agrees to notify City, in writing, when the total cost for all Goods and Services provided to City by Vendor pursuant to the Agreement during the time period covered by an Estimate reaches the amount of the Estimate. 5. Vendor agrees that it will not provide any Goods or Services to City during the time period covered by an Estimate if the provision of same would cause the total cost of the Goods and Services provided to City during such time period to exceed the Estimate amount, without prior written City approval. 6. This Rider shall continue in effect from year to year, unless earlier modified or terminated in writing by the parties hereto, except that this Rider shall automatically terminate on the date on which the Agreement itself is terminated. 7. The terms of this Rider shall supercede any contrary terms or conditions contained in the Agreement. All Agreement terms and conditions not so affected shall remain in full force and effect, are incorporated herein by this reference and shall apply to this Rider as well. 8. Upon proper execution by all parties hereto, the effective date of this Rider shall be January 1, 2001. 1 Pimey Bowes Inc. Communications Dept - 2001 1N WITNESS WHEREOF, the parties hereto have made and executed this Rider as follows: CITY OF CARMEL, INDIANA ("CITY") By and through its Board of Public Works and Safety BY: Billy Walke, M ber Date: PITNEY BOWES INC. ("VENDOR") Title rote: ,,.~//~ '7/f0 / ATTEST: 2 City of Carmel ONE CIVIC SQUARE CARMEL, INDIANA 46032 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. 03/22/200' INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35-6000972 PAGE PURCHASE ORDER NUMBER 3992 THIS NUMBER MUST APPEAR ON INVOICES, AlP VOUCHER1 DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE DESCRIPTION Pitney Bowes Credit Corp P. O. Box 5107 SHIP VENDOR Shelton, CT 06484-7107 TO Carmel Clay Communications Center 31 1st Avenue N.W. Carmel, Indiana 46032 QUANTITY 1 BLANKET CONTRACT each PAYMENT TERMS DESCRIPTION I Annual Maintenance contract for weight scale and postage meter FREIGHT UNIT PRICE I EXTENSION $360.00 $360.00 DEPARTMENT ~ ACCOUNT Communications 530,99 SHIPPING INSTRUCTIONS · SHIP PREPAID · C.O.D. SHIPMENTS CANNOT BE ACCEPTED · PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABELS · THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99. ACTS 1945 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. DOCUMENT CONTROL NO. 0 3 9 9 2 PLEASE INVOICE IN DUPLICATE I PROJECT ~ PROJECT ACCOUNT AMOUNT PAYMENT · NPVOUCHERCANNOTBEAPPROVEDFORPAYMENTUNLESSTHEP.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED TI~~/~ CLERK-TREASURER VENDOR COPY $360,00 Approved and Adopted this '~//~day of C]7/3/~t'1 ,2001. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: Billy Walke Me ber ATTEST: ~L~? Cordra~~s.rer ~,jYour Business Information 0,,94. ot.o "' Lease Agreement Number PBCC i,,,,,, I,, I Pitney Bowes Credit Corporation n ' j / e # / Lessee Contact dame ~ invoice Attn. of Years in Business Bank Name Business Type aCorp DPa~nemhip QProprietorship QNonp~fit Name of Principal Social Security [] , upgrade5 and [~ofi:-Guard® - , includesl ~J Yes, rd like th~ ....... -sending the attached ~ Initial Leaco Torm (in M,2nthc) (Begins after any applicable Intedm Usage Period) # of Months Monthly Amount {App~Z?ale t ...... t included) First Next $ Next $ This lease is billed quarterly, your Total Quarterly Payment is three times the Monthly Amount. LI Required Advance Lease Check of $ Received. G~/fax Exempt (certificate attached) ncluded in your Total Quarterly Payment. Provides full service and I~bor, Provides revision assistance. ' .... necessary carrier rate updates. Visa® and I am -=ase ("Lease with PBCC; a Postage Meter Rental Agreement with Rt, ,~y Dowes; a Maintenance and Service Agreement with itney Bowes (which covers Equipment Maintenance, Software Maintenance, PROM replacement and Soft-Guar ; a Purchase Power" Agreementwith PBCC; and a US. Postal Service Acknowledgment of Deposit. Your signat constitutes an offer to enter into the Lease and, if applicable, the other agreements. Your signature also ac wledges that you have read and agree to all ,. , uipment from Pitney Bowes to Lease it to you for business of commercial purposes. PBCC assigns all applicable Eguipment warra/s to you For a Complete Statement of those warranties. Contact Pitney Bowes at the number provided below. one time Origination Fee may be included in your Tota~ Quarterly Payment. The Lease and other agreem nts Contained in this document will become binding on PBCC and Pitney Bowes only after an authorized employ e accepts your offer by signing below. Thank oug~' ' Ing Pitney B~e.s... ~' Print ame Y ':',, ,~/~. T - /; .'~, ,.,f,,,_ Title ~ ' ' fqttl r (-vcf '/' ,fpc,-~ - Equipment Vendor: Pitney Bowes Inc. ""' ' "' "'" .........'" .....' Form15356 (Rev. 11-2000) Pa~l';Seep~e~thrdu,h6~¢ ~pSe~ d~ons ~' ; " 't (,/) Items to Qty Item Equipment Description \ / '/,'/ ' ', < (,/, At Pitney Bowes Credit Corporation, customer satisfaction is ~ur number one pr/ority. Backed by one of the largest and most respected companies in the office ~quipment industry, each customer is assured the utmost reliability, convenience and flexibility I~ the products and services we offer. ~1 Technology ProtectiOn Plan G G Your Business Needs this Lease iE (a) you do not pay any Total Quarterly Payment or other payment under this Lease when due; (b) you become insolvent, are liquidated, dissolve, merge, transfer substantially all of your stock or assets, stop doing business, have a material adverse change to your financial condition, or assign your rights or property for the benefit of creditors; (c) a petition is filed by or against you under any bankruptcy or insolvency law; (d) you are in default under any other present or future agreement between you and us (including your Purchase Powersu account) (collectivory "A~gree_~aents" '.;'z'n~.. ~ .... ' L "': , ')~ .. "~-~'; (e) without our prior written consent, you Assign, move, sell, grant a security interest in, par~ with possession of, or permit a lien to exist on any of the constitute insurance. Ti~e to the Equipment, whether repaired or replaced, will at all times remain with us. No loss of, or damage to, the Equipment shall relieve you of any of your ohligarions under this Lease. 18. Comnutation of Total Quarterly Payment. You acknowledge that the amount of each Total Quarmrly Payment is based on the cost to us of purchasing equipment, inclusive of all related expenses, less any discounl/allowance paid or payable by Pitoey Bowes, plus our customary Originalion Fee (see, Section 23 below). Included among the related expenses are any unpaid balances due and/or to become due from a previous lease and/or leases (including Equipment rotore fees and any other unpaid fees), 19. Lease Invoices. Your Total Quartofly Payment is three times the amount shown on page one as your Monthly Payment. 'lhe amounts we use to compute your Total Quarterly Payment, and taxes paid by us upon Equipment purchase, are capitalized and paid by you over the Initial Lease Term. If you so requested, your Meter rental, Equipment Maintenance, Software Maintenance and/or Soft~Guard® payments comn~nce simultaneously with the Initial Lease Term and such payments are included in your Total Quarterly Payment as an accommodation to you and Vendor; other fees, charges and taxes provided for in this Lease are not included in your Payment and will be separately itemized on your invoice. We may increase your Total Quarterly Payment if taxes (as set forth in section 8), or your meter rental, increases. Our fees will be made available upon request; they may be ehange~ by us in our sole discrebon from time to time without notice. 20. Return of E~toinment. After completion of your payment and performance obligations under this Lease and expiration of the Lease, or upon our conditional cancellation (e.g. for equipment upgrades or replacement) or cancellation of the Lease, you shall, at our option, either make the Equipment immediately available to us, or return the F~luipment to us as soon as possible at the location we designate, in its original condition, reasonable wear and tear excepted. Unless we otherwise direct, the Equipment must be properly crated, insured and shipped, freight prepaid. You shall pay us our then applicable Equipment return fee. Ira new lease is being entered into, the fee, unless paid in advance, will be capitalized and paid over the initial lease term of the new lease. 21. Sunnort Services. If you agreed to pay us or Vendor the expenses for miscellaneous items such as Equipment installation, training, consulting services for software installation, systems integration and data conversion, and other similar support services ("Support Services") and you have not agreed to pay for them separatoly, those expenses am capitalized and, at your request, included in your Total Quarterly Payment. If, however, this Lease is cancelled and you ave released from the responsibility to perform your obligations under it, your obligation to pay us or Vendor for Support Services shall survive and you shall pay for them even if you are relieved of your obligation to pay your Total Quarterly Pay~nent or other payments under this Lease; such payment to be made immediately without further notice from us, 23, Dri~inltioa Fe~. LI~,L~ v-id U/you ncparatel,/~ o ,~.~ ~o;~.edr;,.g your TlCal Quml~orl,j Pa,fimont, E~ui~,,r..~,, ~) ,.~vcr damag~r from ua for any b,~u~h vF ...... s~y ~,, f~t assy Page 3 U. S. POSTAL SERVICE ACKNOWLEDGEMENT OF DEPOSIT 1 The meter bcenscc ("Customer") electing to lease and use computerized meter resetting system C'CMP-S") meter equipment hereby acknowledges that it must tcansfer funds to the United States Postal Service ("USPS"), through a lockbox bank ("Lockbox Bank") for the purpose of prepayment of postage on CMRS-cqmpped meters ("Deposit"), 2 On or afler the effective date of the Customer's participation in the CMRS setwife contained in the Postage Meter Rental Agreement ('~CMRS Agreement") between the Customer and the Meter Company authorized by the Postal Service to lease CMRS-equipped meters, the Customer may, from time to time, make Deposits in the lockbox bank account identified as follows: "United States Postal Service CMRS-PB." The USPS may, at its discretion, designate itself or a successor as recipient of Deposits by the Customer, Any Deposit made by the Customer shall be credited by the USPS only for the payment of postage through CMRS-equipped meters. Such Deposits will be held within the Postal Service Fund at the US. Treasury and may bc con/mingled with Deposits of other Customers. The Customer shall not rcceivc or bc entitled to any interest or other income earned on such Deposits 4 The LISPS will provide a refund to the Customer lbr remaining meter balances. The Lockbox Bank will provide a refund to the Customer for deposits otherwise held by the USPS. Tbesc refunds are provided in accordance with ~he rules and regulations governing deposit of funds for CMRS, published in the Domestic Mail Manual Transition Book or its successor. 5 The Lockbox Bank, which shall collect funds on behalf of the USPS, shall provide the Meter Company with whom the Customer has signed a CMRS Agreement, on each business day, information as to the amount of each Dcposfl made to the USPS by the Customer, so the Meter Company can update its records 6 The Meter Company may deposit funds on behalf of the Customer. The USPS will make no advances. Any relationship concerning advances is between the Customer and the Meter Company. 7 The Customer acknowledges that the terms of this acknowledgment may be changed, modified, or revoked by the USPS, with appropriate notice, 8 USPS regulations governing the deposit of funds for CMRS are published in the I)omcsfic Mail Manual Transition Book or its successor. The Customer acknowledges that it shall be subject to all applicable rules, regulations, and orders of the IISPS, including future changes to such rules, regulations and orders, and such additional terms and conditions as may be detcrnlined in accordance with applicable law. The USPS rules, regulations, and orders shall prevail in the event of any conflict with any other terms and condinons applicable to any deposit 9 By engaging in any transaction through the Lockbox Bank, which will have the eft~ct of setting postage through CMRS reefer equipment, the Customcr's activities concerning CMRS are subject to this USPS Acknowledgment of Deposit. EQUIPMENT WARRANTY AND EQUIPMENT MAINTENANCE AND SERVICF AGREEMENT I. Incorporated Terms; Definitions. All of the intbrmation on page one of this document, including any provided by you, is incorporated by reference and made a part of this Maintenance and Service Agreement C%ervice Agreement"). The terms defined or described on page one and in the Rental Agreement shall have the same meanings in this Service Agreement 2. Warranties. Pitney Bowes warrants the Equipment, PROMS and Software leased by PBCC above (excluding consumabte parts and supplies) to be lice fi'om defect in material, workmanship or programming liar 90 days t~l/Iowlng delivery If during this time the Equipment, PROMS or Software li~lls to perform according to manuhcturers specifications (not resulting accident or m~suse). Pitney Bowes will repair, or at their option, replace any such defi:ctive ~tem, at their own expense. PROMS and Software are pr~lgrammed with rates and computation meti~ods which may bc specific to a carrier or regulated by a government agency. If such rates or methods are changed by the carrier or the agency within these 90 days, Pitoey Bowes will update or replace affected PROM's or Sot~,ware to reflect cm~ent rates and methods Pitney Bowes will assume the obligations stated herein, only if you operate the Equipment, PROM's and Software in accordance with their published operating Instructions, and only ~Br the ordinary purpose for which it was designed THIS IS TDE ONLY WARRANTY APPLICABLE TO THE LEASE, THE EQUIPMENT, PROM's AND SOFTWARE, AND IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPEIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY. REPAIR OR REPLACEMENT OF THE EQUIPMENT BY PITNEY BOWES IS YOUR SOLE REMEDY FOR Page 5 BREACH OF WARRANTY. NO RESPONSIBILITY IS ASSUMED BY PITNEY BOWES FOR ANY DAMAGES INCURRED BY REASON OF THE FAILURE OF THE EQUIPMENT, PROM's OR SOFTWARE TO OPERATE AS INTENDED, INCLUDING INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. 3. E~luinment Maintenance Service. If you requested on page one that Equipment Maintenance be included in your Total Quarterly Payment, Pitney Bowes agrees to provide you, at no additional cost, with maintenance and emergency repair service on the Equipment as required due to normal wear and tear. Depending on the nature of the Equipment, we may, In our sole discretion, service your Equipment by replacing it with new (or equivalent to new) Equipment of like qualiW. Maintenance or repairs made necessary due to negligence, misuse, external force, loss of electTical power. power fluctuation, non-Pitney Bowes service or the use of supplies not meeting our specifications are not covered You are also responsible for routine and preventative maintenance such as cleaning You may call for maintenance or emergency repair service during Pitney Bowes' normal business hours at the telephone number provided on page one. There will he no hourly charges unless Piteey Bowes performs service outside those hours. Lubricants and other materials needed to service the Equipment (except consumable supplies and rate program software for electronic scales) will be provided without additional charge 4. PROM or Disk Rel~la~ement. If (a} y~>u did not request that Soft- Guard® or Software Maintenance be illeluded in your Total Quarterly Payment, or did so request but have exceeded the number of PROM replacements provided under any such applicable program, and ib) you did not decline automatic PROM replacement by so indicating on page one, then your signature above is your request that Pitney Bowes supply you automatically, and without further request, with replacement PROMs or disks embodying software or rate changes ("PROMs") You agree to pay the then current list price for each PROM supplied. There will be no charge for PROMS supplied within 90 days after the Equipment is first installed. Pitney Bowes does not undertake to provide PROMs whenever there is a change in a carrier's service coverage. Pitney Bowes Inc. warrants to you, as original purchaser, that all PROMs will be free from defects in material or workmanship when used under normal operating conditions liar a period of 90 days from the date the Equipment is first installed. Your remedy for any breach of that warranty is limited to replacing any PROMs which examination shall disclose to Piracy Bowes' reasonable satisfaction are defective in material or workmanship and that such condition has not been caused by accident or misuse The failure of rates embodied in PROMs to conlBrm to published rates as a result of carrier rate changes does not constitute a defect. 5. Soft-Guard. If you requested that Soft-Guard® be included in your Total Quarterly PaynJent, Pitney Bowes will provide you, at no additional cost, with up to six PROM replacements each year la 12-month pe~od commencing on the first day of the Initial Lease Term) if the replacement results from postal or career rate increases or decreases, changes in service provided by coltiers (e.g., required new report iBrmats, or geographical expansions). or Zip Code or zone changes. [f any PROM replacement results from custom rate changes, new classes of service offered by calTlers, Or new PROMS needed to establish a new home Zip Code because of a change in equipment location, it well not be covered by Soft-Guard®, and you agree to pay the then current list price for each such PROM replacement 6. Software Maintenance. If you requested that Software Maintenance be included in your Total Quarterly Payment, Pitney Bowes will provide you, at no additional cost. with updated versions, le., fixes and minor enhancements lexcluding postal or carrier rate changes, Zip or zone changes, and changes m service provided by carriers), of any software programs included in the Equipment and licensed to you by Pitney Bowes If you upgrade to a new release, i.e., major enhancements and/or new functlonahty, of any such solEware programs, the software maintenance provided under this paragraph may be transferred to the new release at the then cu~ent subscription fee fo~ the new release less a credit for fees previously paid Pit,,~ 15K,,,~ l~,ar your subscription fee The termination or breach by you of any applicable is signified when our authorized invoice is issued or we accept your payment. PBCC Pitney Bowes Credit Corporation 8. Remedies; Waiver of Rilhts. if you breach any applicable term of this ~agreement with us ~'4~t~, we may immediately terminate PIZRCHASE POWERsm AGREEMENT 1. Incorporated Terms; Definitions. The terms dellned on page one and m the Lease shah have the same meaning in this Purchase Powers~t Agreement "Account" means your Purchase PowersM Account. You will ~ecelve addiuonal materials including more detailed terms and conditions l~om tm~e to time concerning the Purchase Powers~ program "Agreement" includes the terms and conditions stated below, together with such additional terms and condaions which may amend, supplement or replace the following in their entntay Each time you use the Purchase Powers~l program. you are signifying your further acceptance ol the Agreement then in cf{bct. 2. How Purchase PowersM Works. If you are patticreating in Purchase Po~ersM, each time a meter reset, office supply, or other service is ordered through the Purchase Powe~~t program by you or an employee or agent of yours with express, implied or apparent authority to do so (an · 'Authorized User"). your Account automatically will be charged for the amount of postage, products and se~ices requested and the related t~es, if applicable We may honor requests by Authorized Users, and you a~ee to be liable for all such products and services provided upon the request of an Authorized User, until we receive ~tten notice from you revoking such authority Purchase PowersM is not available to individuals for personal, famdy or household pu~oses. You will receive a bdling s~tement for each billing cycle in which you have any activiW on your Account, You promise to pay the total amount of all such meter resets, office suppbes and other se~/ces which you or an Authorized User order, and applicable fees due under this Agreement Payments are due by the due da~ shorn on your billing statement You may pay the entire ha[ante due or a po~ton of the ba[ance, provided that you pay at least the minimum payment sho~ on the s~tement In the event of a parhal payment. you will be made a loan for the unpaid balance under the te~s ofSecfion 3 below, 3. Deferred Payment Terms. Whenever there is an unpaid balance outstanding on your Account which is not paid in full by the due date sho~ on your billing statement, the outstanding balance will be deemed to be a loan to you fi'om The Piracy Bowes Bank (the "Bank"). The Bank will charge you, and you agree to pay, interest on the unpaid balance of the Account from time to nine. for each day from the date the transaction is posted to your Account until the date the unpaid balance is paid in full. at the Annual Percentage Rate (defined below) The Account balance that is subject to a finance charge each day will include outstanding balances, m~nus any payments and credits received by the Bank on your Account that day. excluding unpaid interest and t~es. ~e Annual Percentage ~te applicable to your Account will be equal to rune percentage poinB (9%) plus the "prime rate" from time to time in effect, as published in The Wall Street Journal. the Annual Percentage hie to change as and when the "prime rate" changes, provided that the Annual Percentage Rate on your Account will not exceed the rate pemitted by applicable law. Each payment that you make will be applied lo reduce the outslanding balance of your Account and replenish your available credit line. PBCC and/or the Bank may refuse to extend fu~her credit if the amount of a reques~d charge plus your existing balance exceeds your credit line. ~ The Bank may also declare you in default if you (a) have made under this Agreement. If PBCC or the Bank is required to take collection unenforceable. all other provisions will remain In full lbrce and efl~ct This PBCC Form 15356 (Rev. 11/2000) Page 6