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Pitney Bowes/CourtsPit»ey Bowes C{ 01 oZ 0 aZ City Court- 7008 Lease of Postage Meter APPFi Appropriation #1301-530.03; P.0-014814 AS Yd Contract Not TotEzceed.S37.1.00r AGREEMENT FOR PURCHASE OF-GOODS AND SERVICES THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ('Agreement"):is hereby entered into by and between the City of Carmel, Indiana, acting by-and through its Board of Public Works and-Safety ("City"), and Pitney Bcwesamentity duly authorized to do business in the State of Indiana ("Vendor'). TERMS AND CONDITIONS ACKNOWLEDGMENT,ACCEPTAi Vendor acknowledges that 1t has read and understands tliis Agreement,, and agrees that its execution of same constitutes.its acceptance of-all ofthe Agreements terms and conditions. 2. PERFORMANCE. City agrees to, pyrchase the goods ,and/or services (the "Goods and Services") "from Vendor using City budges appropriation number 1301.530.03 funds: Vendor, agrees-to provide the Goods and-Services and to otherwise. perform the requirements of this Agreement by applying_ at all times-the highest technical and industry standards. 3. PRICE.AND PAYMENT TERMS: 3.1 Vendor estimates that the total price for the Goods and Servicesto,be,provided to City hereunder shall be no.more than Three•Hundred Seventy-One Dollars ($371,00) (!he '.'Estimate"). Vendor shall submit an invoice'to City rcln e than once every thirty (30) days detailing the Goods and Services provided to City within such time period. City shall pay Vendor for such. Goods and Services within .sixty (60) days after the date of`City'sreceipt of Venddr's invoice detailing same, so long as:and to the extent such Goods and Servicesare not disputed areJn accordance?with the specifications set forth in. Exhibit A, are submitted on°an,invoice.that contains -the information. contained on-attached Exhibit B, and-'Vendor has otherwise performed and satisfied all the terms and conditions of this Agreement: 3.2 'Vendor agrees.not to provide, any Goods and Services to City that would:cause.the total cost of the Goods and Services provided,by Vendor to City he'reunderto exceed the Estiipale, unless City has previously agreed,, in writing, to pay an amount in excess thereof. 4. WARRANTY: Vendor expressly warrants that the, Goods and Services covered by this-Agreement will conform to those certain specifications, descriptions and/or: guotalions.r6garding same as were provided, to Vendor by City and/or by Vendor'to and accepted by City; alE of which documents are incorporated ?herein'by reference, and" that the Goods and 'Services mill be delivered in a timeiy", good and workmanlike manner and free. from defect. Vendor acknowledges that it knows of City's intended use and expressly warrants that the Goods and Services provided to City pursuant to this Agreement have been selected by Vendor based upon.City's stated use and are fit and sufficient for, their' particular.purpose. IL E BWM A oocnmtnu9P?okzgw.il ScnxviFOM951C.m]s k Smirn. M YMA] gqNN±W%? 07 MAj Pitney Bowes City Court - 2008 Lease of Postage Meter Appropriation #1301-510-03; PP,,#N-8'14 Contract Not To Exceed $371.00 5. TIME AND PERFORMANCE: This Agreement shall.become effective, as of the last-date on which a party hereto executes same ("Effective Date"), and both parties shall thereafter perform therr obligations hereunder in, a timely manner. Time is of the essence of this Agreement. 6. DISCLOSURE AND WARNINGS:, If requested'by City, Vendor shalfpromptly furnish to City, in such form and detaihas City may direct, a list of all chemicals, materials, substances and items used in or. during the provision of the Goods and Services provided hereunder; including the-quantity„ quality and concentration thereof and any other in relaling"thereto. At the tirmof thedelive'ry of the Goods and Services, provided hereunder,'Vendor,agrees to, furnish,to City sufficient-written warning and notice (including appropriate labels on containers-and packing) of.any hazardous, material utilized in or that is.a-,partof the Goods and Services, LIENS: Vendor shali'not,cause:or permit the filing of any lien on any of Citys,property. In the event,any such lien is fled and Vendor.fails to remove such .lien"within ten (10) days?aftedhe,fiiiiig thereof;,by,paymen for bonding, City shall have the right to•paysuch lien or obtain such bond, all at•Vendor's sole cost and expense. B. DEFAULT: In the event Vendor, (a) repudiates, breaches or defaults "under any of°'the terms or conditions of this Agreement, including Vendor's warranties; (b) fails' to provide' the Goods-and Services as specified herein (c) fails to make progress so as'to endanger timely and;proper provision of. the Goods and"Services and does not correct such. failure or breach within five (5) business days (or such shorter period 'of time as is commercially reasonable. under :tine circumstances) after receipt of notice.from Cityspecifying such failure or breach; or (d)'becomes Insolvent, is placed;into,receivership, makes a general assigriinerit far the benefit of creditors or dissolves, each such event constituting an event of default, hereunder; City shall have the right -to (1) terminate all.or any parts of this Agreement, without' liability to Vendor;rand (2) exercise all other rights and remedies:availafile to City at law,and/or.in equity. INSURANCE AND INDEMNIFICATION: Vendor shall procure and maintain in full force and'effectduring the term oflhis Agreement, within insurer licensed to do business-in the State,& Indiana,'skin insurance as is necessary for the protection of City and Vendor from all claims for damages 'under any workers' compensation, occupational disease and/or unemployment compensation act; for bodily injuries including, but not'limited, 'to,„personal .'injury,, sickness, disease or death of or to ahy'of Ver)dors..agents, officers, employees,, contractors and;subcdhVactors; and, for any injury to or destruction of property; including, but not limited to, any loss of use resulting therefrom. The,coverage amounts shall be no less than those amounts set forth in attached Exhibit C.. Vendor shall cause:its insurers to•name City as an addh onai insured on all such insurance policies, shalt promptly provide City, upon request„with copies of all such policies; and"shall provide that such' insurance policies shall not be canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and againsl,any and all liabilities; claims, demands orexpenses (including, but not iimited`to,:reasonable attorney fees) forinjury, death.andlor damages'to any person,orproperty arising fromoorin connection with Vendor's provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property. ?z:e ussea?. v??ia?s?n??uaztfs•ea?ss:,.,,z-iti.emn,.aa:umauoazo; rn,? 'Z Pitney Bowes City Court -2008 Lease of Postage. Meter Appropriation #1301-530.03; P:0.4114&1,4 Contract Not To Exceed $371.00 Vendor.further`agrees to' indemnify,, defend and hold harmless City and its, officers„ officials, ;agents and employees from all claims and-suits of whatever stype, including, but not limited to, all court costs, allorney fees, and other expenses; caused by any act or' omission of Vendor; and/or of any of Vandor's agents, officers, employees, contractors or subcontractors in the performance of this Agreement. These. indemnification obligations shall `survive the termination of this-Agreement. 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all federal,state and local laws, executive orders, rules,'regulations,and codes which may be.applicable to Vendors performance of its obligations under this Agreement,-and all relevant provisions' thereof are incorporated herein by this reference: Vendor agrees to indemnify and hold harmless City from any loss, damage andlor liability resulting from any such violation. of such, laws, orders, rules, regulations'and codes. This indemnification obligation shall survive the termination of this'Agreement. 11. NON©ISCRIMINAT W Vendor represents and warrants that. it and all of its officers, employees, agents,, contractors and subcontractors shall. comply with all laws of"the United States; the State of Indiana and City, prohibiting discrimination.against any employee, applicant for employmeri other person -in'the provision of any Goods and Services provided by this Agreement with respect to their htire,'tenure;.terms, . cohditions'and:privileges of employment and any other matter related to their employment or subcontracting, becau-se.of,race, religion, color, sex, handicap, national origin, ancestry; age; disabled veteran status and/or Vietnam •era veteran status. 12. NO IMPLIED WAIVER: The, failure of either pal'ty to require performance by the other of any provisiomof this Agreement shall not affect the right of,such-party to require such.performance at any time_thereaW-,, nor shall the waiver, by any party of a breacF of `any provision of this Agreement constitute a waiver of any"succeeding, breach of the same or any other provision; hereof.. 13. NON-ASSIGNMENT: Vendor: shall not assigin or;pledge this,Agreement,`wnether as collateral for a 'loan or-otherwise, and shall not delegate its obligations under this Agreementwithout:Gity's prior written consent, 14. RELATIONSHIP OF PARTIES: The.reiationship of the-parties hereto shall,be as:providIad for in.this:Agreement, and neither Vendor nor any of its officers, employees, contractors, "subcontractors and agents are employees of City. The contracfprice set forth herein shall Wthe full and ;maximum, compensation and monies' required of City-lo be paid to Vendor under or pursuant to this Agreement. 15. GOVERNING LAW;-LAWSUITS:. This Agreement is to be. construed, in accordance with and governed by the laws of theeState of Indiana, except for its conflict of laws provisions. The parties agree that, In the event a lawsuit is filed hereunder, they waive their righi'to a jury trial, agree to"fle any such IawsuiNin an- appropriate court in Hamilton County, Indiana only, and agree thatsuch`court is the appropriate venue for and has jurisdiction over same. ?Z:`E d,zt `A1y Wcvmeol[Fm([itional SmanlF fIPNC!C?ttdi R S-nip-M' BiM.-0l tlx:I1411X. I' 11i P.J Pitney Bowes City Coon- 2008 Lease of Postage Meter Appropriation #1301-530.03: P:O: 414814 Contract Not To Exceed $3.71 , 01 0 16. SEVERABILITY: If any term.of this Agreement is invalid or unenforceable under any statute,. regulation; ordinance; executive order or other rule of,law, such,term shall be deemed reformed or deleted,'hiut only'to:the extent necessary to comply with same,,and.the remaining provisions of this Agreement shall remain iflull force and effect. 17. NOTICE: Any notice provided for in. this_Agreement will be sufficient if it is in writing and is delivered, by postage prepaid U_S certified mail; return receipt requested, to the party to be notified at the address, specified .herein: If to City: City of Carmel One.:Civic Square Carmel, Indiana 46032` ATTN: Paul"Felix, Judge Carmel City Court AND Douglas C. Haney; City Attorney, Department cf;Law One Civic Square Carmel, Indiana 46032 If to Vendor: Pitney Bowes P.O. Box.660579 Dallas', Tdxas,75266-,0579 Telephone: E-Mail: ATTENTION: Megan.Hankey Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be effective i$given orally, a's long as written notice is then provided' as set forth hereinabove within five (5) business days from the date of such oral notice. 18. TERMINATION: 18:1 Notwithstanding anything to the contrary-contained in this., Agreement, City may,, upon notice to Vendor, immediately terminate this Agreement for'cause, in the event.of a,ddfault_hereunder',by Vendor and/or if sufficient funds are mnot appropriated or'encumbered to pay for ihe Goods and Services 1o bet pr6vid6d.tiereunder. In ..the event of such termination, Vendor shall' be entitled to receive only payment for the :undisputed invoice amount representing conforming Goods and Services deliveredas of the,date of termination, except lhat.such payment amount shall,not exceed the Estimate. amount in:effecl at ti a time--of.termination; unless.the parties,have previously agreed in writing to a greater amount.. ,L 9E WsVN• flo,wwn?P,alcs?iannl SCmcwWOPMSCaods A.&n5as-Asr ytw.meorrrsaina 2:n) p,Nl Pitney Bowes City Court-2008 Lease of Postage Meter Appropriation #1301-530.03': P.O. 914814 Contract Not To Exceed $371.00 18.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount of conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent: 20. ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods and services to City. When City desires additional goods and services from Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the time frame in which same are to be provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide such.additional goods and services, shall such goods and services be provided by Vendor to. City. A copy of the City's authorization documents for the purchase of additional goods and services shall be numbered and attached hereto in the order in which they are approved by City. 21. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 18 hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2008, and shall, on the first day of each January thereafter, automatically renew for a period, of one (1) calendar year, unless otherwise agreed by the parties hereto. 22. HEADINGS All heading and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 23. BINDING EFFECT The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations set forth in Agreement. 24. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Vendor. 25. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and assistance.of.counsel throughout the negotiation of this Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. jz?au fI Gxm?cnu"AMm,mel5?nicefFGfWSGoods65tn'iux-M-RMrA]6v'6XJ:WP] VPM1 Pitney Bowes City Court- 2008 Lease of Postage Meter Appropriatiou hi 301-53T()3; P,O-, 048J4, I Contract Not To Exceed $37 1,00 26. ENTIRE.AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes>the entire agreernent'b6veen.Vendor. and City with respect to the subject matter hereof, and supersedes ssall prior oral or written representations _and agreements regarding same.. Notwithstandifig any other term or condition set forth herein, but subject to paragraph 16 hereof; to the extent any term or condition contained in any exhibit attached to this Agreeni or in any document' referenced herein conflicts with any term or condition contained in this Agreement; the term or condition contained in this Agreement shall govern and, prevail. This, Agreement'ma y.only°be modified by written amendment executed by both pahies hereto, or their successors in interest, IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA. PITNEY BOWES by and through its Board of.Public Works and Safety By: Presiding Date. / ? -; By: Authorized Signature Printed Name Title Lori S. Date: ATTEST: Diana Cordray, Date: FIO/TIN: SSN if Sole P.roprietor:. Date: [Z'IE 9vssN11 DnnwemiWmtessioNl xn-i?aso[uASfroM.E n<n -Rna+?M1.doc.Mb'za?Pzo; v.?t? Pitney Bowes Your Business Information Sale & Local Term Rental account # 60 CANN ORDER# CARMEL CITY COURT Full legal name of renter 1 CIVIC SQUARE DBA name of renter CARMEL Tax ID a (FEINITIN) IN 46032.7569 Billing address City Slat. Zip?4 Billing contact name Billing contact phone d Billing CAN P 1 CIVIC SQUARE CARMEL IN 46032-7569 Installation address (If dilfemnl Nan biaing address) City slat. Zip-4 Installation contact name Credit Card b Tax exempt d Your Business Needs Qty Business Solution Description M1lull Stream Solution - I 1 Special DM 100 Desktop Mailing System with Integrated 5 to Platform 1 IntelliLink Interface / PSD for DM100 1 No Accounting Software I Confirmalion Services Welcome Kit for DMIDo 1 Professional Installation for DM 100-DM300 w/Conf Services 1 IntelliLink Subscription with Value Based Services Your Payml Number of First Plan 60 Your Acknowledgement ar ww. tbnuaa b mwrir a.nn, ya r.Pel M... .et n vaa w w?ba.tl e..nm.a mo.. wa'm .csw. ,e,vwe sw tug. •remn.a'1 mr w.?atl .a.tnm.?w woaba n mPaawati.e a raa Oey^n^t m w a be .nowu w b b br PPymw. Sall-t/a. auGa'J b M larma mm oM ma pdMN b ab xp?anM. Fv pupmr W bit klePrr+rl aY PYbua br le+n n be P.PnN 9elrlti YW M rabrreC b W Tqn PoIn?nY.' 1M IYYrr-u rabrY tl In PagM $CYfe Wit M N 9bN PaptinF.e'N b rtlsrM b OpWIY u a'Parp Ps1mn1' vt abecTMY u M 4erbaPaymna' Yw PR.- W G. 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Raney flit]] InstallaUon contact phone it Installation CAN e Name on to Exp date Type of rod Slat. tax (if applicable) Fiscal period (from -to) Check Items to be included In cuslomors payment O Equipment Maintenance - Provides service coverage including certain parts and labor ? Software maintenance Pmvldes reNsion updates and lechnical assistance x Soft-Guard&Subs cription Provides postal and tamer updates it ru W not anti to mtlWe sun-cuaNa pmUC4on w your Jesse, you wll.ubmetka0y rvii updabf .1 nor flialt-sunernt .1.1. ? Intellit-okTi" Subscription/Meter Rental Provides slmpIffied ailing end Induces ( )nos tci par year (x)panennatlon a. I... Elodmnlc .... W paurl mn(tnelM Racaivo on uwoce la onvoine, .N Mste4 an, ()PUrcaaaa Is..., eM enhanced rreNgement tepanbg i rarro.ion. Requited advance check of $( ) recelved- Tax exempt certificate attached Initial Rental Term Account rep District plaice POISES acceptance rMl l Esg` `/HIB.B aa-:am1nV 1r•..urop a?+. T o SLG F'cnn (It, 0>:O a? sae J?lorlornnai=lwnn,ui.., some .". H.,.z ran la ;a311 .-Fri adpnbim l'£ Engineering the flow of Communication-