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Home My WebLink About06-051 - Pitney Bowes - Postage Meter Machine DM1000 WOWPitney Bowes Ertgiraering the flow of cam'T.r?`whication- Your Business Information CITY OF TUKWILA Agreement Number Full Legal Name of Lessee 5200 SOUTH CENTER BL CITY HALL DBA Name of Lessee TUKWILA Tax ID # (FEIN/TIN) WA 98188-2599 Billing Address City State Zip+4 Billing Contact Name 6200 SOUTH CENTER BL CITY HALL Billing Contact Phone # Billing CAN # TUKWILA WA 98188-2599 Installation address (If different than billing address) City State 91110960209 Zip+4 Installation contact name Installation contact phone # Installation CAN # Please note any special billing requirements here Your Business Needs Invoice attention of Customer P.O. # Qty Business Solution Description Mail Stream Solution - 1 1 DM1000 WOW Mail Machine w/301b Integrated Weighing Platform 1 IntelliLink Interface / PSD for DM500-DM1000 1 IntelliLink Subscription 1 On Going Training Support for the DM500, DM550, DM800, DM900, DM1000 1 Basic Accounting (25 Dept) Software 1 Power Stacker for DM900, DM1000 1 1 E05 Laser Printer for Reports (DM Series) 1 VBS Postage Pass Your Payment Plan Check items to be included in customer's payment Service Level Agreement (additional terms apply) • Provides repair and maintenance service for equipment('Standard SLA O Provides Standard SLA with Training ❑ Provides standard SLA with Training and Guaranteed 4 Hour Response Time • Software Maintenance (additional terms apply) Provides revision updates and technical assistance 54 Soft -Guard® Subscription Provides postal and carrier updates If you do not elect to include Soft-Guarde protection with your lease, you will automatically receive updates at the then -current rates. • IntelliLink® Subscription/Meter RentalNalue Bases Services Provides simplified billing and includes postage resets ( ) Postage by Phone® PLUS Receive an invoice for postage, consolidated billing, and enhanced management reporting information. ( ) Confirmation Services Electronic access to USPS confirmation services ( ) E -Return Receipt Electronic access to USPS e-Retum Receipt service ( ) Budget Manager Integrated Information management services ❑ PBGFS Value Plan () Yes. PBGFS Value Plan (initials) (x) No Enrollment tt we provide woof of insurance wet the next 30 days as noted in paragraph 13 umber of months Monthly amount - First 48 $ 856 'Does not include any applicable sates taxes & Payment plans begin after any applicable Prorated Usage Period 0 % interest per annum calculated as part of monthly payment Your Acknowledgement This document consists of an Equipment Lease ('Lease') with Pitney Bowes Credit Corporation (PBCC) an Equipment Service Agreement with Pitney Bowes Inc., and a US Postal Service Acknowledgment of Deposit. Your signature constitutes an offer to enter into the Lease and, if applicable, the other agreements and acknowledges that you have read and agree to all applicable terms and conditions and are authorized to sign the agreement on behalf of the Lessee. The Lease portion of this document win become binding on PBCC only after an authorized employee accepts your offer by signing below. % financing applies only to the lease pori of your payment. Upon end of lease, your enrollment in Equipment Service, Software Maintenance, Soft -Guard ® Subscription, IntelliLink"' Subscription/Meter Rental, if applicable, and your under those programs, will continue pursuant to their terms and conditions00 the then applicable rates. ( )Required advanced check of $ ( $ 0.00 ) received ( )Tax Exempt certificate attached 1 payment Signature ti )•rent flame �v10v1vQ Julie Sanders A. t-i/C 1v14 \i/ t lne 021 email address Account rep -District office 917 1.! Pitney Bowes Engineering the flow of communication., 1 Payments. You, the customer, agree to lease from us, Pitney Bowes Credit Corporation ("PBCC", "we' or 'us"), the Equipment ("Equipment"), which was selected by you and supplied by Pitney Bowes Inc. ('PBI') listed on page one. Equipment does not include any referenced InlelliLinkTM Control Center or postage meter, which remain the property of PBI. You will be invoiced quarterly for all payments set forth on page one ('Quarterly Payments"), which will be in advance and due on the same day of each billing period. All payments shall be payable to "Pitney Bowes Credit Corporation' at P.O. Box 856460, Louisville, KY 40285-5460, unless we direct you otherwise In writing. You agree to receive facsimile communications from PBCC and affiliates relating to your account and/or products and services. UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN, THIS LEASE CANNOT BE CANCELLED OR TERMINATED FOR ANY REASON, WITH ALL PAYMENT OBLIGATIONS BEING UNCONDITIONAL REGARDLESS OF ANY MATTER, INCLUDING EQUIPMENT DAMAGE, DESTRUCTION OR OBSOLESCENCE. PAYMENTS ARE NOT SUBJECT TO SETOFF, ABATEMENT OR REDUCTION. 2. Location, Ownership and UCC Filing. The Equipment may not be moved from the location specified without first obtaining our written consent. The Parties agree that this Lease is a "finance lease" govemed by UCC (Uniform Commercial Code) Article 2A. We own the Equipment. You will keep the Equipment free from any liens or encumbrances. We may sign and file a UCC financing statement on your behalf (precautionary only). 3. Assignment. YOU MAY NOT ASSIGN, TRANSFER (BY OPERATION OF LAW OR OTHERWISE) OR SUBLET THE EQUIPMENT OR THIS LEASE (COLLECTIVELY 'ASSIGNMENT') WITHOUT OUR PRIOR WRITTEN CONSENT We may sell, assign or transfer all or any part of this Lease and/or the Equipment. You agree and acknowledge that any assignment by us will not materially change your obligations hereunder 4. End Of Lease Options. Upon 90 days prior written notice, you may, if not in default, elect among the following options with respect to the Equipment, such election to be effective no earlier than the end of the Stated Term: (a) enter into a new lease on mutually agreeable terms, or (b) can buy it for $1, as is, where is, with all faults, or (c) return the Equipment in its original condition, reasonable wear and tear excepted. If you elect to return the Equipment, you may pay our applicable packing and pick-up fee and make the Equipment available for our retrieval, or you must de -install, test, pack and insure the Equipment for its full replacement value and deliver it on board such common carrier as we specify, freight prepaid to any U.S. destination we specify If you have not elected one of the above options, you shall be deemed to have entered into successive month-to-month extensions of the Stated Term. During any such extension, you may elect (effective upon 90 days prior written notice) to return, purchase or lease the Equipment as provided above in this section. 5. Grant of Security interest. As a Security for payment and performance of all obligations contained in this lease, Lessor hereby grants lessee a first priority security in the equipment and any additions and attachments thereto and the proceeds thereof. 6. Taxes. You agree to pay and indemnify us (and PBI, if applicable) for all charges and taxes (other than taxes on or measured by our net income) related to this Lease or based on or measured by the lease transaction, payments, Equipment or Equipment location, or Support Services referred to below. You agree to pay the applicable fee to cover our expenses associated with the administration, billing and tracking of such charges and taxes. 7 Liability. WE ARE NOT RESPONSIBLE FOR ANY LOSSES OR INJURIES TO YOU OR ANY THIRD PARTIES CAUSED BY THE EQUIPMENT OR ITS USE. You agree to reimburse us for, and to defend us against any costs, damages, or liability arising out of use of the Equipment, including reasonable attorneys' fees, but excluding those arising from our gross negligence or willful misconduct. 8. Late Payments/Returned Items. If any payment under this Lease is not paid in full on or before its due date, you will be charged the applicable administrative fee assessed on delinquent accounts. You also agree to pay interest on any payment delinquent under this Lease from its due date until paid in full at the lesser of 18% per year or the maximum rate allowed by law. For each dishonored or returned payment item, check or draft, you will be assessed the applicable retumed item fee. 9. Default. You will be in immediate default without notice under this Lease if: (a) you fail to remit any payment under this Lease when due or if you breach any other obligation under this Lease; (b) you become insolvent, are liquidated, dissolve, stop doing business, 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; or (d) you are in default under any other present or future agreement between you and us, or you and any of our affiliates ("Other Agreements"). 10. Remedies. Upon your default, we may do any or all of the following: (a) cancel this Lease and any Other Agreements; (b) accelerate and require immediate payment, as liquidated damages, of all lease payments and other sums due under this Lease or due under any Other Agreements, whether accrued or due in the future; (c) require retum of the Equipment; (d) require immediate payment, as compensation for your failure to return the Equipment and not as a penalty, of an amount equal to the remaining value of the Equipment at the end of the Stated Term, as determined by us in our reasonable discretion, and/or (e) pursue any other remedy we may have at law or in equity You waive any notice of our repossession or disposition of the Equipment By repossessing the Equipment, we do not waive our right to collect the balance due on the Lease. You shall pay all our costs, including attorneys' fees, in enforcing our rights against you. We reserve all of our rights against you even if we do not enforce them at the time you default. All of our rights and remedies are cumulative and are not conditioned upon your default continuing. Lease Terms and Conditions 11 Equipment Use Warranty Information. You shall use the Equipment only (a) for business or commercial purposes, and (b) in the manner specified in the manuals and instructions covering the Equipment. You shall comply with all laws and regulations relating to the Equipment. You will be given an Equipment Guide by PBI which will include Equipment warranties, meter usage provisions, IntelliLinkTM postage evidencing technology provisions (if applicable), and the terms and conditions of Purchase Power®, a line of credit for postage, supplies and shipping expenses. You may communicate directly with PBI regarding Equipment warranties and any limitation or disclaimers thereof. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. REGARDING ANY MATTER WHATSOEVER. INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY OR THE EQUIPMENT'S FITNESS FOR A PARTICULAR PURPOSE, ITS FREEDOM FROM INFRINGEMENT, OR OTHERWISE. WE LEASE THE EQUIPMENT TO YOU "AS IS," "WHERE IS" AND "WITH ALL FAULTS." YOU AGREE THAT WE SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE (INCLUDING INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES) OR EXPENSE OF ANY KIND CAUSED DIRECTLY OR INDIRECTLY BY THE EQUIPMENT WE HEREBY ASSIGN TO YOU AND YOU ARE ENTITLED TO ANY PROMISES AND WARRANTY RIGHTS WE HAVE OBTAINED FROM PBI. 12. Equipment Condition and Repairs. You shall, at your expense, keep the Equipment in good repair, condition and working order, (except for ordinary wear and tear). We may inspect the Equipment and any related maintenance records during normal business hours. 13. Risk of Loss. You assume and agree to bear the entire risk of loss, theft, destruction or other impairment of the Equipment (excluding normal wear and tear) regardless of cause (collectively "Loss") from the date of shipment by PBI and for the entire term of this Lease. No Loss shall relieve you of any of your obligations under this Lease. You shall immediately notify us in writing of the occurrence of any Loss. You shall, at your expense, keep the Equipment insured against Loss for its full replacement value under a comprehensive policy of insurance or other arrangement satisfactory to us ("Insurance") and naming us as loss payor and additional insured. 14. Computation of Payment; Invoices. You acknowledge that the amount of each lease payment has been agreed upon in an arms -length negotiation between the Parties and that the underlying components of our lease pricing are proprietary to us. By your execution of this Lease, you disclaim any interest in the components of our lease pricing, which components may include, by illustration, but not be limited to, fees associated with shipping and handling, equipment purchasing and pick-up, support services, lease origination and other lease or equipment related fees and expenses, and may also include amounts carried over from or associated with a previous un -expired lease with us or a third party. The amounts we use to compute your Quarterly Payment, and taxes paid by us upon Equipment purchase, are capitalized and paid by you over the Stated Term. If you so requested, your IntelliLinkTM Control Center/Meter Rental, Service and/or Soft -Guard® payments ("PBI Payments') commence simultaneously with the beginning of the Lease Term, and such payments (though not a part of your lease with PBCC) are included in your Quarterly Payment as an accommodation to you and P81; other fees, charges and taxes provided for in this Lease are not included in your Quarterly Payment and will be separately itemized on your invoice. We may increase your Quarterly Payment if any PBI Payments increase. Your IntelliLinkTM Control Center/Meter Rental is cancelable on 30 days notice as provided in your Equipment Guide. If indicated on page one, you have agreed to make a payment ("Support Services Payment") to PBI for items such as Equipment installation, training, consulting services, systems integration and data conversion, and other support services ("Support Services"). The Support Services Payment is non-refundable. 15. Origination Fee. Unless paid by you separately, a one-time fee to cover the origination, documentation, processing and certain other initial costs associated with this Lease is Included as a capitalized amount in computing your Quarterly Payment. 16. Initial Lease Payment. At our discretion, you shall pay your first Quarterly Payment upon your execution of this Lease. This payment shall be deemed to have been earned when we receive it and shall be applied immediately to your obligation to make your first Quarterly Payment. 17 Customer Waivers. To the extent permitted by law, you waive any rights you now or later may have under any statute or otherwise which require us to sell, lease or otherwise use any Equipment to reduce our damages including our realization of the remaining value of the Equipment, or which may otherwise limit or modify any of our rights or remedies. You agree that the rights and remedies under UCC Article 2A (Sections 508-522) do not apply to this Lease. ANY LEGAL ACTION YOU FILE AGAINST US MUST BE STARTED WITHIN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO YOUR CLAIM. YOU AND WE HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION RELATED TO OR ARISING OUT OF THIS LEASE. PB Lease Terms and Conditions Page 2 of 3 Revision Date (4/05) 18. Visa® Authorization. IF YOU ELECT TO PARTICIPATE IN THE CARRIER BILLING PROGRAM SPECIFIED IN THE PROVISIONS GOVERNING THE PURCHASE POWER® CREDIT LINE CONTAINED IN THE PBI EQUIPMENT GUIDE, YOU REQUEST AND AUTHORIZE THE PITNEY BOWES BANK, INC. TO OPEN, ON YOUR BEHALF, A VISA® ACCOUNT TO BE USED SOLELY FOR THE PURPOSE OF EFFECTING SHIPPING TRANSACTIONS. 19. Survivability Your obligations under Section 2 (lease reinstatement), Section 6 (taxes), Section 7 (indemnification) and Section 10 (remedies) survive termination or cancellation of this Lease. 20. Miscellaneous. If more than one Lessee is named in this Lease, liability will be joint and several. You represent that you may lawfully enter into, and perform, this Lease and Equipment Service Agreement, and that the individuals signing this Lease and Equipment Service Agreement on your behalf have all necessary authority This Lease and Equipment Service Agreement constitutes the entire agreement between the parties as to the subjects addressed in this Lease and Equipment Service Agreement, and representations or statements, both oral and written, including purchase orders, not included herein or therein are not binding on the parties. By executing page one, you agree to furnish financial information which we may request now and in the future, including your tax identification number, and you authorize us to obtain credit reports on you now and in the future. In addition, any principal, owner, officer or guarantor signing on page one or on any documents executed in connection herewith agrees to furnish financial and other information we may request now and in the future including his or her social security number, and authorizes us to obtain one or more consumer credit reports on him or her in connection herewith and any credit extended as a result hereof. YOU AGREE THAT AN EXECUTED COPY OF THIS LEASE BEARING OUR STAMPED SIGNATURE AND YOUR SIGNATURE (AN ORIGINAL MANUAL SIGNATURE OR SUCH SIGNATURE REPRODUCED BY MEANS OF A RELIABLE ELECTRONIC FORM, SUCH AS PHOTOCOPY, FACSIMILE OR ELECTRONIC SIGNATURE) MAY BE MARKED "ORIGINAL" BY US AND SHALL CONSTITUTE THE ONLY ORIGINAL DOCUMENT FOR ALL EFFECTIVE PURPOSES. ALL OTHER COPIES SHALL BE DUPLICATES. TO THE EXTENT THIS LEASE CONSTITUTES CHATTEL PAPER (AS DEFINED IN THE UCC), NO SECURITY INTEREST IN THIS LEASE MAY BE CREATED EXCEPT BY THE POSSESSION OR TRANSFER OF THE COPY MARKED "ORIGINAL" BY LIS. THIS LEASE MAY NOT BE AMENDED OR SUPPLEMENTED EXCEPT IN A WRITTEN AGREEMENT SIGNED BY THE PARTIES AND NO PROVISIONS CAN BE WAIVED EXCEPT BY OUR WRITTEN CONSENT Our acceptance of any payment or check offered by you as a settlement, or an accord and satisfaction, shall not constitute a waiver of our rights, or an accord and satisfaction, unless accompanied by a separate agreement executed by both parties. Eauioment Service Agreement ff the Lease includes Equipment maintenance in your Quarterly Payment, you authorize us to pay PBI on a noncancelable basis (except as provided below) the amount of the service fees due to PBI on your behalf, and PBI will provide you with maintenance and emergency repair services for covered Equipment (excluding software) for the term of the Lease. To obtain service or emergency repair you must contact PBI during its normal working hours (8am — 5pm) or via its website www.pb.com. PBI may service your Equipment by (a) replacement with new, reconditioned or remanufactured equipment, depending upon the age of the Equipment and the nature of the performance problem, or (b) on-site service, remote diagnostics or off-site service, including new (or equivalent to new) parts and assemblies replacement needed due to normal wear There will be no hourly charges for on-site service unless performed outside the working hours set forth above. Consumable supplies and label printer printerheads for certain models may be provided at additional charge. This agreement excludes service and repairs that are made necessary due to negligence or accident, misuse, usage which exceeds manufacturer's recommended usage, damage in transit, virus contamination and loss of data, misuse or abuse, external forces, loss of power, power fluctuation, operator error, casualty (such as fire, flood, or other natural causes), sabotage, repair or attempted repair by anyone other than PBI or the use of supplies not meeting PBI specifications. PBI may change the services, modify this agreement or terminate such services or this agreement, upon written notice to you. In the event such change substantially reduces your ability to receive services, you may terminate upon 30 days wntten notice to PBI to: Pitney Bowes Inc., 2225 American Drive, Neenah, WI 54956. If this agreement is terminated for any reason other than your breach, PBI's sole obligation shall be a pro -rata refund of any prepaid fees. If your Equipment is regularly operated more than one 8 -hour shift per day, 5 days per week, a surcharge will be added to your Service fees paid hereunder PBI reserves the right not to renew this agreement for any reason. If you replace the Equipment covered by this agreement, your coverage will remain in effect on the replacement PBI equipment (if the equipment qualifies) at PBI's then current Service fees for the replacement equipment. PBI shall not be held responsible or incur any liability for any delay or failure in performance of any part of this agreement to the extent that such delay or failure results from causes beyond its control, including but not limited to fire, flood, explosion, war, terrorism, labor dispute, embargo, government requirement, civil or military authority, natural disasters, or other similar types of situations. PBI warrants the services hereunder will be performed in a professional and workmanlike manner Except for the preceding statement, PBI makes no warranty, express or implied, regarding the services performed hereunder If you have elected Equipment Maintenance on Page 1, your signature is your request that PBI provide the services specified herein. PBI's acceptance will occur upon PBCC's acceptance of the lease. LIMITATION OF LIABILITY IN NO EVENT SHALL PBI HAVE ANY LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. PBI'S LIABILITY ARISING OUT OF WHATEVER CAUSE SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO PBI FOR SERVICE OVER THE PREVIOUS 12 MONTHS. ANY LEGAL ACTION YOU FILE AGAINST PBI MUST BE STARTED WITHIN ONE YEAR (1) AFTER THE EVENT GIVING RISE TO YOUR CLAIM. PB Lease Terms and Conditions USPS Acknowledgment of Deposit 1 By electing to lease or use computerized meter resetting system ("CMRS") meter equipment, you must transfer funds to the United States Postal Service ("USPS"), through a lockbox bank ("Lockbox Bank") for the purpose of prepayment of postage on CMRS-equipped meters ("Deposit"). 2. After the effective date of the lease or meter rental agreement between you and PBI, you may, from time to time, make Deposits in the Lockbox Bank account identified as: "United States Postal Service CMRS-PB." The USPS may, at its discretion, designate itself or a successor as recipient of Deposits by you. 3. Any Deposit made by you shall be credited by the USPS only for the payment of postage for CMRS equipment. Such Deposits will be held within the Postal Service Fund at the U.S. Treasury and may be commingled with Deposits of other customers. You shall not receive or be entitled to any interest or other income eamed on such Deposits. 4. The USPS will provide a refund to you for remaining postage balances in CMRS equipment. The Lockbox Bank will provide a refund to you for deposits otherwise held by the USPS. These refunds are provided in accordance with the rules and regulations goveming deposit of funds for CMRS, published in the Domestic Mail Manual or its successor 5. The Lockbox Bank, which shall collect funds on behalf of the USPS, shall provide PBI, on each business day, information as to the amount of each Deposit made to the USPS by you, so PBI can update its records. 6. PBI may deposit funds on your behalf. The USPS will make no advances. Any relationship concerning advances is between you and PBI, PBCC and/or the Bank. 7 You acknowledge that the terms of this arrangement may be changed, modified, or revoked by the USPS, with appropriate notice. 8. USPS regulations goveming the deposit of funds for CMRS are published in the Domestic Mail Manual or its successor You shall be subject to all applicable rules, regulations, and orders of the USPS, including future changes to such rules, regulations and orders, and such additional terms and conditions as may be determined in accordance with applicable law. The USPS rules, regulations, and orders shall prevail in the event of any conflict with any other terms and conditions applicable to any Deposit. 9. By engaging in any transaction through the Lockbox Bank, which will have the effect of setting postage through CMRS meter equipment, your activities concerning CMRS are subject to this USPS Acknowledgment of Deposit. Page 3 of 3 Revision Date (4/05)