HomeMy WebLinkAboutContract 56170CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement (“Agreement”) is entered into by and between Pitney Bowes,
Inc.(“Vendor”) and the City of Fort Worth, (“City”), a Texas home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
This Cooperative Purchase Agreement;
Exhibit A – Seller’s Quote
Exhibit B – Cooperative Agency Contract (BuyBoard); and
Exhibits A and B which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. Vendor agrees to provide City with the services and goods included in
Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto.
City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with
the provisions of this Agreement. Total payment made under this Agreement for the year by
City shall be in the amount of One Thousand Seven Hundred Forty Three Dollars and Thirty Five
Cents ($1,743.35). Vendor shall not provide any additional items or services or bill for expenses
incurred for City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City shall not be liable for any additional expenses of Vendor not
specified by this Agreement unless City first approves such expenses in writing.
The term of this Agreement shall be for one year beginning on and
ending on .
Vendor agrees that City shall, until the expiration of three (3) years after final payment under
this Agreement, or the final conclusion of any audit
commenced during the said three years, have access to and the right to examine
at reasonable times any records of Vendor involving transactions relating to this Agreement
at no additional cost to City. Vendor agrees that City shall have access during normal working
hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in
order to conduct audits in compliance with the provisions of this section. City shall give Vendor
advance notice of intended audits.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants
or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or
(3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
CSC No. 56170
To CITY:
City of Fort Worth
Attn: Jesus Chapa, Deputy City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney’s Office
at same address
To VENDOR:
Pitney Bowes Inc.
Attn: Bill Walter
3001 Summer Street
Stamford, CT 06
Facsimile: (480)-206-2984
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
By: ___________________________
Name: Jesus Chapa
Title: Deputy City Manager
Date:
APPROVAL RECOMMENDED:
By: ______________________________
Name: Reginald Zeno
Title: Chief Financial Services Officer
ATTEST:
By: ______________________________
Name: Ronald P. Gonzales
Title: Acting City Secretary
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By: ______________________________
Name: Cynthia Garcia
Title: Assistant Finance Director
APPROVED AS TO FORM AND LEGALITY:
By: ______________________________
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
VENDOR:
Pitney Bowes Inc.
By:
Name: Francie Coffey
Title: Director Government Sales
Date: 08/11/2021
Reginald Zeno (Aug 13, 2021 13:10 CDT)
Jesus J. Chapa (Aug 13, 2021 13:37 CDT)
Aug 13, 2021
Exhibit A
pitney bowes ,ii�j'i�
Purchase Agreement/Equipment and Software Maintenance Agreement
Agreement Number
Your Business lnformation - - -- - -
Full Legal Name of Client! DBA Name of Client Tax ID #(FEINlTIN)
C1TY OF FORT WORTH REPROGRAPHICS DNISION
Sold-To: Address
200 Texas St, Fort Worth, TX, 76102-6314, US
Sold-To: Contact Name Sold-To: Contact Phone # Sold-To: Account #
Michelle Green (817) 392-8609 0011093149
8ill-To: Address
200 Texas St, FORT WORTH, TX, 76102-6314, US
Bill-To: Contact Name Bill-To: Contact Phone # Bill-To: Account # Bill-To_ Email
0010051314
Ship-To: Address
200 Texas St, Fort Worth, TX, 76102-6314, US
Ship-To: Contact Name
Michelle Green
PO #
Ship-To: Contact Phone # Ship-To: Account #
(817) 392-8609 0011093149
Your Business Needs
1 LOCKERS
1 LOCKERF
LOCKERPS
1 LOCKERR
I.00KSVCBASE
1 LOCKSYS3
1 STDSLA
PURCHASE $ 0.00
Intelligent Lockers
PURCHASE $ 4,755.30
Intelligent Locker F
PURCHASE $ 7,566.00
Intelligent Locker Implementation
PURCHASE $ 3,807.81
Intelligent Locker R
PURCHASE $ 1,900.00
Intelligent Locker Base Install
PURCHASE $ 18,616.74
Intelligent Locker SYS3
SLA $ 1,743.35
Standard SLA-Equipment Service Agreement (for Intelligent Lockers)
Purchase Total"" $ 36,639.85
Monthly Total** $ 0.00
AnnualTotai"" $'1,743.35
**Plus applicable taxes which wilf be applied af the time of billing.
US356018.1 6/17 Page 1 of 2 Y10t9593T6
m2017 Pitney Bowes Inc. All rlghts reserved. See Pitnoy Bowes Torms for additional terms and conditions
Pitney Bowes Confidential Information
Your Payment Plan
Quarterly Billing 7otal"`
Type
N/A
s o.00
Tax Exempt
( ) Tax Exempt Certificate Attached
() Tax Exempt Certificate Not Required
() Purchase Power°�' transaction fees included
() Purchase Power° transaction fees extra
Annual Billing Total**
Fees IType IFees
N/A EquipmentMaintenance $'1,743.35
Shipping and Handling
Initial Term : 12 Months
'"Plus applicable faxes which will be applied at the time of billing.
Your Signature Below
By signing below, you agree to be bound by all the terms and conditions of your State's/Entity's/Cooperative's contract, including the Pitney Bowes Terms, which are availabfe at
htto�!/www �b com/states and are incorporated by reference (collectively, this "AgreemenY'). The terms and conditions of this Agreement will govern this transaction and be binding on us
after we have completed our credit and documentation approvals process and have signed below. If software is included in the Order, additional terms apply which are available by clicking
on the hyperlink for that software located at httn'//www oitneybowes com/us/license-terms-of-use/software-and-subscrintion-terms-and-conditions html. Those additional terms are
incorporated by reference.
BuVBoard #576-1 B
State/Entity's Contrac[ #
�cynthsa9�a cia
Print Name
Assistant Finance Director
Title
'10/1 /2020
Cynthia. Garcia�fortworthfexas. gov
Email Address
Sales Information
Kevin Shreves
Accoun[ Rep Name
U5356018.1 6117
002017 Pitney Bowes Inc. All rights reserved.
Pitney Bowes Confidential Information
kevin.shreves@pb.com
Email Address
Pagc 2 of 2
Y101959376
See Pitney Bowes Tcrms for additional terms and conditions
� Board � Exhibit B
Caoperative Purchasing
P.O. Box 40Q
Rusfin, TX 7&767-0400
80U.695.2379 � 5T2.467.0222 j Fax: 80U.211.5454
buyboard, com
October 24, 2018
Welcome to BuyBoard!
Re: Notice of The Local Government Purchasing Cooperative Award
Proposal Name and Number: Office Supplies and Equipment, Proposal No. 576-18
Congratulations, The Local Government Purchasing Cooperative (Cooperative) has awarded your company a
BuyBoardO contract based on the above-referenced Proposal. The contract is effective 12/1/2018 through
11/30/2019, with two possible one-year renewals. The contract documents are those identified in Section 3 of
the General Terms and Conditions of the specifications.
To view the items your company has been awarded, please review the proposal tabulation No. 576-18 on the
following web-site: www.buyboard.com/vendor. Only items marked as awarded to your company can be sold
through the BuyBoard contract. In addition, on this website you will find the membership list which will provide
you with the names of all entities with membership in our purchasing cooperative.
Enclosed with this letter you will find the following documents:
1. Vendor Quick Reference Guide 2. BuyBoard License and Identity Standards
You are advised that receipt of a purchase order directly from a Cooperative member is not within
the guidelines of the Cooperative. Accepting purchase orders directly from Cooperative members may
result in a violation of the State of Texas competitive bid statute and termination of this Cooperative BuyBoard
contract. Therefore, all purchase orders must be processed through the BuyBoard in order to
comply. Please forward by email to info@buyboard.com any order received directly from a Cooperative
member. If you inadvertently process a purchase order sent directly to you by a Cooperative member, please
fax the order to the above number and note it as RECORD ONLY to prevent duplication.
As an awarded vendor a BuyBoard user id and password will be sent via e-mail 2 to 3 business
days prior to the start of your contract.
On behalf of the Texas Association of School Boards, we appreciate your interest in the Cooperative and we
are looking forward to your participation in the program. If you have any questions, please contact
Cooperative Procurement Staff at 800-695-2919.
Sincerely,
�,�. -- � _-�-
- -`� - �
Arturo Salinas
Department Director, Cooperative Procurement
v.6.5
Q-�r� The Lacal Govemment Purchasing Caopsratrve rs errdvrsed by the Iexas Assaciatron af Schoo! Boards,
����� T�a Texas Municipa! Leag�e, Texas Assoc�ation of CoUntres, and the %xas Association of School Administrators.
�a
. 1 . 1
! ■
r��;
- �.,uuszai SrhuuV
Erru��rse:; i�y "_ _: " I S��arSs As.uciatinn
November 13, 2018
Welcome to BuyBoard!
Re: Notice of National Purchasing Cooperative Piggy-Back Award
Proposal Name and Number: Office Supplies and Equipment, Proposal No. 576-18
Congratulations, The National Purchasing Cooperative (National Cooperative) has awarded your company a BuyBoardO
contract based on the above-referenced Proposal. As provided for in the Proposal and your National Purchasing
Cooperative Vendor Award Agreement, you are authorized to sell the goods and services awarded under the Proposal to
National Cooperative members in states other than Texas through the BuyBoard. The contract is effective 12/1/2018
through 11/30/2019, with two possible one-year renewals.
The National Cooperative membership list is available at our website www.buyboard.com/vendor. The list identifies the
current members that may purchase awarded goods and services under your National Cooperative BuyBoard contract.
You are advised that receipt of a purchase order directly from a National Cooperative member is not within
BuyBoard guidelines. Accepting purchase orders directly from Cooperative members may result in a violation of
applicable competitive procurement law and termination of this National Cooperative BuyBoard contract. Therefore, all
purchase orders from National Cooperative members must be processed through the BuyBoard. Please
forward by e-mail to info@buyboard.com any order received directly from a National Cooperative member. If you
inadvertently process a purchase order sent directly to you by a National Cooperative member, please fax the order to the
above number and note it as RECORD ONLY to prevent duplication.
As an awarded vendor a BuyBoard user id and password will be sent via e-mail 2 to 3 business
days prior to the start of your contract.
On behalf of the National Cooperative, we are looking forward to your participation in the program. If you have any
questions, please contact Cooperative Procurement Staff at 800-695-2919.
Sincerely,
_. -� ` _ .�
Arturo Salinas
Department Director, Cooperative Procurement
v.6.5
��
P0. 6ox 4DD, Austin, Texas 78767-D400
800.695.2919 • 6��yhaard. �o�n �
� ������
■
Caoperat�lve Purchasing
i2D�7 Research Bauievard ' Rustin, Texas 78759-2439 � P�l: 80Q-545-Z919 ' FA7C: 8�0-21I-5�#5� ' bu ba�.�am
PR�PQSER�S AGREEMENT AND SiGNATUR
Pmunsal Narrze: affce 5up�iies and Equipment
Pronos�l Number; 576-18
C ntract Time Per� d; �e�ember 1, Z�IB
t�rn�gh I�ovember 30, Z019 WIt�1 '�WD t�] �]fl551E]I�
ane-year renewa�s.
Proposal D e Date �pening DaC and Time:
April 26, 2�18 at 4:OD PM
Lacation v# Prn asal Q enin ;
Texas Associatian of 5�hool Boards, Inc.
BuyBQard Department
1Za�7 �tesearch Blvd.
Austin, T7C 78759
Ant�ci ated Ca erati�e Ba rd Mee#in � te:
❑�tof�er 2�18
Pi#ney Bowes I nc.
Natne of Rroposing Cflrrs�any
3a0� Summer St.
5treet Ad�ress
S�amford, �T �69Z�
City, State� Zip
48� ��� �984
Teleph�ane fVumber af Author}ze� Cam,�any �fficial
41�4118
f7ate , ,.;
F 1 r
/� r '' .
C ---��
Sigrsa�ure o# thori�ed Cat�pany Official
Qll f V11a�ter
Printed Narne of Authorized Cflrnpany D�cial
❑��e�tor �o�ernment Sales
Pasitfon ar Title of AuthQrized Com�any �fficiai
0�-04��050
Fax Num�er of Autharized Com�any �ffi�Fal �ederal IQ l�um�er
Page 8 oF 61
Propflsal Forms C�MP'IISVCS �.fl1.12.2�1$
i Bvard�
Caaperative Purchasi►+g
12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com
The proposing company ("you" or "your") hereby acknowledges and agrees as follows:
1. You have carefully examined and understand all Cooperative information and documentation associated with this
Proposal Invitation, including the Instructions to Proposers, General Terms and Conditions, attachments/forms, item
specifications, and line items (collectively "Requirements");
2. By your response ("Proposal") to this Proposal Invitation, you propose to supply the products or services submitted at
the prices quoted in your Proposal and in strict compliance with the Requirements, unless specific deviations or
exceptions are noted in the Proposal;
3. Any and all deviations and exceptions to the Requirements have been noted in your Proposal and no others will be
claimed;
4. If the Cooperative accepts any part of your Proposal and awards you a contract, you will furnish all awarded products
or services at the prices quoted and in strict compliance with the Requirements (unless specific exceptions are noted in
the Proposal and accepted by the Cooperative), including without limitation the Requirements related to:
a. conducting business with Cooperative members, including offering pricing to members that is the best you offer
compared to similar customers;
b. payment of a service fee in the amount specified and as provided for in this Proposal Invitation;
c. the possible award of a piggy-back contract by another governmental entity or nonprofit entity, in which event
you will offer the awarded goods and services in accordance with the Requirements; and
d. submitting price sheets or catalogs in the proper format as required by the Cooperative as a prerequisite to
activation of your contract;
You have clearly identified on the included form any information in your Proposal that you believe to be confidential or
proprietary or that you do not consider to be public information subject to public disclosure under a Texas Public
Information Act request or similar public information law;
6. The individual signing this Agreement is duly authorized to enter into the contractual relationship represented by this
Proposal Invitation on your behalf and bind you to the Requirements, and such individual (and any individual signing a
form) is authorized and has the requisite knowledge to provide the information and make the representations and
certifications required in the Requirements;
You have carefully reviewed your Proposal, and certify that all information provided is true, complete and accurate,
and you authorize the Cooperative to take such action as it deems appropriate to verify such information; and
8. Any misstatement, falsification, or omission in your Proposal, whenever or however discovered, may disqualify you
from consideration for a contract award under this Proposal Invitation or result in termination of an award or any other
remedy or action provided for in the General Terms and Conditions or by law.
Page 9 of 61
Proposal Forms COMM/SVCS v.01.12.2018
i Bvard�
Caaperative Purchasi►+g
12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com
VENDOR CONTACT INFORMATION
company: Pitney Bowes Inc.
Vendor Contact Name and Mailing Address for Notices: Bill Walter, 3001 Summer St. Stamford, CT 06926
Company Website: WWW•pitneybowes.00171
Purchase Orders: Purchase orders from Cooperative members will be available through the Internet or by facsimile.
Option 1: Internet. Vendors need Internet access and at least one e-mail address so that notification of new
orders can be sent to the Internet contact when a new purchase order arrives. An information guide will be
provided to vendors that choose this option to assist them with retrieving their orders.
Option 2: Fax. Vendors need a designated fax line available at all times to receive purchase orders.
Please choose onlv one (1) of the following options for receipt of purchase orders and provide the requested
information:
0
�
I will use the INTERNET to receive purchase orders.
E-mail Address: traC@)/.iC@)/@S p�pb.COfTI
Internet Contact: TraC@)/ Ke�/@S
Alternate E-mail Address: bl��.walter@pb.com
Alternate Internet Contact: Bill Walter
I will receive purchase orders via FAX.
Fax Number:
Fax Contact:
Phone: 203 796 3315
Phone: 480 206 2984
Phone:
❑ Purchase orders may be received by any Designated Dealer identified on my company's Dealer Designation
form as provided to the Cooperative administrator. I understand that my company shall remain responsible for the
Contract and the performance of all Designated Dealers under and in accordance with the Contract.
Reauest for Ouotes (��RFO"): Cooperative members will send RFQs to you by e-mail. Please provide e-mail addresses
for the receipt of RFQs:
E-mail Address: bl��.walter@pb.001'Tl
Alternate E-mail Address: traC@�/.keyes@pb.com
Page 10 of 61
Proposal Forms COMM/SVCS v.01.12.2018
i Bvard�
Caaperative Purchasi►+g
12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com
Invoices: Your company will be billed monthly for the service fee due under a contract awarded under this Proposal
Invitation. All invoices are available on the BuyBoard website and e-mail notifications will be sent when they
are ready to be retrieved. Please provide the following address, contact and e-mail information for receipt of service fee
invoices and related communications:
Please choose only one (1) of the following options for receipt of invoices and provide the requested
information:
❑■ Service fee invoices and related communications should be provided directly to my company at:
Mailing address: 2225 American Drive �epartment: Accounts Payable
�;ty: Neenah State: W� Zip Code: 54956
�ontact Name: Tracey Keyes Phone: 480 206 2984
Fax: E-mail Address: tracey.keyes@pb.COf71
Alternative E-mail Address: bill.walter@pb.com
❑ In lieu of my company, I request and authorize all service fee invoices to be provided directly to the following billing
agent**:
Mailing address:
City:
Contact Name:
Fax: E-mail Address:
Alternative E-mail Address:
Department:
State: Zip Code:
Phone:
❑ In lieu of my company, I request and authorize service fee invoices to be provided to the Designated Dealer(s)
receiving the purchase order(s) to which the invoiced service fees relate at the address and contact information designated
on my company's Dealer Designation form as provided to the Cooperative administrator.**
** If Vendor authorizes a billing agent or Designated Dea/er(s) to receive and process service fee in voices,
in accordance with the Genera/ Terms and Conditions of the Contract, Vendor specifica//y acknowledges and
agrees that nothing in that designation sha// re/ieve Vendor of its responsibi/ities and obligations under the
Contract including, but not limited to, payment of a// service fees under any Contract awarded Vendor,
Page 11 of 61
Proposal Forms COMM/SVCS v.01.12.2018
� Baard �
Cnnperative Purchasing
12Da7 Researcl� Boule�ard • Austin, Texas 78759-2439 - PH: SD{7-695-2919 ' FA7C: 8�0-21.1-�454 •�uyboard.�om
FELQNY GDNVIC'i ION DISCL�SI]RE ANd DEBARMENT CERTIFICATTON
FEL�NY C[iNVICYION DISCL[iSIJRf
�u#�sectinn (a) of Se�tinn 44.034 nf the Texas EducatiQn Cade (Notification nf �riminal Histary of Cantractnr}
states: "A person flr �usiness en�ity that enters into a cantract with a schao[ distric� must give advance notice to the district
if the persan or an awner ❑r operatar has been convicted af a felony. The nt�tice rr-Eust irsclude a ge�teraE des�ription of the
cond�c� resulting in t�e eo�vi�ian of a felQny."
Sectinn 44.a34 further states in Subse�'t±vn {b}: "A sc�oa� district rrtay terminate a cflntract wit� a persc�n or
business en#'sty if the district determsnes that the person or business entity failed to gi�re nQ�'tce as req�sired by Subsectian
(a} gr misrepresented t�e canduct resuiiinq in the canviction. The district must compensate the persan ❑r busir�ess entity
fr�r services performed be�ore the termination af the contraek."
Please �heck or�e of the followin :
❑� My C0lllpol7y IS d p11�]�IC�]I-il��d C01'p�t'3tI0n. (Ad�an�e natice requirement does not apgly ta pub}ieEy-heEd corparation.}
❑ My company is not awned or �perated hy anyone wha has been eanvicted af a felor�y.
❑ My �ompany is owned�operated by the failowing individuaf�s} who �as�have he�n �onvi�ed of a felony:
�lame af Fela�[s};
t7etaiis of Convi�tian(s):
By sigr�ature be�ow. I cer�ify that the abave information is true, complete a�sd accurate and that I am authorized by my
compat�y tn make this certification.
� Pitney Bowes lnc.
1 � Campany �iame
- ` Bill Wa�ter
, :� -
� 5ignature of hori�ed Company �fFcial Printer� Name
DE$ARMENT �RTIFICATI�N
Neither rny company nor an owner �r principal of my corrrpany has �een debarred, suspended or otherwise made ine€igible
fQr parti�ipation in Federal Assistan�e programs und�r Exe�uti�e Orc#er i�549, "bek�arment and Suspensias�," as descri6ed
in the Federal Register and Ruies and Regu[atians. Neither my company nor arz awner or princi�al af my company is
current�y listed on the ga�ernment-wide exclusivns in SAM, debarred, s�spended, ar at�erwise ex�luded by ager�cies or
dec�ared ine�igible under any statutory or regufa'�ory authvrity. My carr��any agrees to irr�mediately r�otify the Cavperative
an� all Coaperati�e tnembers with pending purchases or seeking to purchase frorn my �ampany if rr�y mmpa�y or a�
owner or prin�ipal is later liste� on the gaverntnent-wide exclusions in SAM, or is deharred, suspended, ❑r atherwise
excluded by agencies ❑r declared ineligible under any statut�ry or regulatory author'sty.
By signature t�elow, I certi'{y t�at ti�e abo�e is true� camplete and accurate and tha� I am autharize� by rriy cQrr�pany to
maka tf�is cer�i�cation.
�� � Pitney B�wes f nc.
� + � �
J -- Campany Name
.. - � ' ' �'�� - gill 1111a1�er
�Signature o Auth�rized �ompany Offi�ia� Printed Name
Page i2 of 6i
Proposal Farms COhEMJSVCS v.�1.I2.2flI8
� Y �����
Cnaperaflve Purchasing
1z�07 Resear�h Soule�arti ' Aus#in, Texas 78759-2439 ' PH: 8�fl-695-29I9 ' FAX: 8[3�-211-5454 • buyboard.com
RESIDENT NCENRESIQENT CERTIFICATIDN
Chapter 2Z52, Suf�c�apter A, of the Texas Go�er�ment Cade esta#�lis3�es certain requirements appfi�able tv propasers wha
are not Texas residents. Under the statute, a"resident" prapase� is a per�on whose principaf pkace of 6usrness is in Texas�
in�lutiing a c4ntract4r whose ultimate parent compas�y or majarity owner has its principal pfaee af business in Texas. A
"nanresid�nt" proposer is a persan who is not a T�xas resident, P3ease indicate the status af you� �ampany as a"resident"
proposer or a"na�resid�r�t" prgpaser untler these de€initions.
Please check { 1� one af t�€e failowing_
❑ I certify that my camparry is a Restdent Rrapaser.
0■ I certify that my cornpar�y is a Nonresident Prvpnser.
If yo�r company is a f�gnresEdent Pr�poser, yau must pfovide the fflilowing inforrriatio�► fve your residen� state (the state in
which your campany's princip�l place of business is io�ated]:
Pitney �owes Inc.
Campany Name
S�amford
City
A.
�
3�D1 Summer St.
Address
GT
5tat�
���2�
Zip Code
Qoes yQur reside�t state require a praposer whose pr�ncipal pEace o€ busir�ess is in Texas to under-price propasers
w�ose resident staie is the sarne as yau��s by a preseribed arr�ount or per�entage to re�ei�e a cvmpara�le contract?
0 Yes ❑ fVo
What is the pres�ribed arr�ount or percentage? � Not A�attabfe 4r Na# A�ai[able o��
VENDDR EMPLflYMENT CERTIFICATI�N
5ectior� 44.432(6} a# the Texas Education Cade estahlishes certain criteria that 8 5Chp0I CIISLikCi must cor�sider when
determir�ing to whom t� award a contract. Atnong the Criterta far certain contra�ts is whether the �endar or the �er�dor's
ultirnate parent or majority owner �i} has its princi�al plat� af bt�si�ess in Texas; ar (ii} employs at feast 5fla people in
Texas.
If neither your compar�y r�ar the uitirraate parent eompany or rnajority awner has its prin�ipal p�ace of business in Texas,
does your cc�mpany, ultimate parent cor�rpa�y, flr majarity owner emp�ay at least 5�Q people �n Texas?
P�ease check f,l] ane af �he fr�lfowir�g_
� Yes ❑ No
By signature k�elow, I certify that t�se infarrr�ation in 5ections 1�Resident/NQnresident Certificah"anJ and 2(I�endar
Emplayment CertiFcatianJ above is true, camplete and accurate and #hat I am auti�oriaed by my campany to rrtake this
cer�if catian.
'
P�tney Sowes i nc.
�•� ' � �' Company EVame
, �.
, e ' ; ' ;�
f ,__ r r
5ignati.�re af A horized Company �fficial
Page �3 of 6�
Bi�� VIlalter
Printed i�ame
Proposal Forms COMM�SVCS �.01.12.2i1f8
+ Baard�
Gooperative Parchasing
I2�07 Research gnulevard ' Austin, Texas 78759-2439 � PH: $OQ-695-�919 '�A1C: 800-2if-5454 • t�u boi�
NO ISRAEL B�QYC�TT CERTIFICATI�N
EfFe�i�e September �, 2017, a Texas gavernmental entity may r�ot enter into a contract with a com�any far goods c�r
se�vices untess the co�tract cantains a written veri�catian frarr� t�re company that it: �1} does �ot boycott Israel; and (2)
wilf ncrt boycott Israel during ti�e term of the cantract. tToc. Gov'r CoaE C#�. 227fl}
"B�ycntk Israef" means ref�sing tv dea[ with, terminat+ng bussness acti��ties with, ❑r vtherwise taking any artian that is
intended to penali2e, in#[ict e�nnamic harm ❑n, ar fi�rit commercial relatiar�s specifically with Israel, or with a�ersan ar
entity doing business in Israel or in an Israeli-ca€�trolled territory, �ut does not include an action made for or�inary business
purp4ses. TEx. Gav'r Coo� §808.OD i(i }.
8y signature belaw, I certify ar�d �erify that Vendor does n�t �oycntt Israel and will not boycotk Israel durir�g the tersn of
any contra�t awarded Under this Propasal In�itatian, that this cer�i�catian is true� �orr�ple#e and ac�urate, an� t3�at I asn
authorized i�y my company to rr�ake this certifi�atsor�.
Pitney Bowes 1 nc.
Campany �tame
Bili 11Va�ter
Signature c� A�thariZed Company �fficia� Printed Name
ND E)CCLEJUED NATIDN (?R FQREIGN TERRQRIST �RGANIZATIDN CERTiFICATIDN
Effe�tive 5eptember 1, 2Q17, Chapter 2Z5Z �f the Texas Goverr�merst Code provides that a Texas governrr�enta! e�ti�j+ �ay
not enter inta a Contrac� with a corr�pany engagEd in active I�usiness aperations with Suda�t, Iran, or a fareign terrorist
organization — specif�ally, any campany identified a� a list prepared and maintained by the Texas Camptrofler ur�der Texas
Guvernment Code §§8U6.051, 807.fl51, or �25Z.��3. �A campany tha'k the L1.5. Governtnent afFirmati�ely declares tp be
excluded fs-vm its federaf sanctians regime re[ating to Sudan, Iran, or any fet�eral san�tions regirrse relating to a fareign
terrorist argani2ation is r�crt subject ta the contraet prohihition.}
By signature below, I certify and verify t#�at Vendor fs not fln the Texas Comptrolfer's list identified above, tha� ��is
certification is true, complete and ac�urate; and that I am authorized by my campany to tr�aice this certifi�ation.
Pitney gowes I n�.
company Name
�
Bi�l Walter
at�re of'A�it�Sar�zed Company �#fcial Printed I�arr�e
Paqe 14 of 61
Prapasa! Forms COf�MJSVCS v.ai.12.z018
� Ba�r��
Cvoperative Purchasingr
I2�07 Resear�h Bau€e�ard ' Austin, Texas 78759-��39 ' P�[: 80a-695-2914 ' FA�: 8�0-211-5454 • buybvard.com
HiSTURICALLY UNDERUTILIZED BUSINESS CERTIFICATT4N
A proposer that has been Certified as a Histori�ally Under�tilized St�siness �also icnown as a Minority�Women 8�ssiness
�nterprise ar "MWSE" and all referred ta in thfs form as a"HUB"] is encat�raged ta indicate its HUB certifi�ation status
when re�pt�nd�ng to ti�k5 Proposa[ Ir��it�ti�n. Tt�e ele�r�nic catalags will indicate HLfB certifieatir�r�s fas- �e��ars t�tat
prnperly ir�dica'te ar�d document their HL�B certificatian on this forrn.
P�ease check all that a!:
❑ I certify that my e�mpany has been certified as a Hl1B in the fo!lowing �ategories:
❑ Minority �wned Busine55
❑ Womer� flwned B�siness
❑ Service-�isabfed Veteran Qwned Business (�eteran defined �y 38 �,S.C. �I�1[2], who has a
service-conne�ed disabiiity as defined by 38 U.S.C. § id1(1b}, and wha has a disability rating
af 2U�Ia or more as determined by the ll. 5. Department Qf Veterar�s Affaits pr De�artment Qf
DefenSe}
CertiFcatic�n Number.
Name �f Certifying Agencry:
� My company has NDT been certi�ed as a H[S6.
By signa�ure beiaw, I eertify that tf�e abave is true, �ompiete and accurate and that I arr� aut�arized by my
cc�mpany ta make this certificatian.
Pitney Bowes Inc.
Campany Name
Bi�l Wal�er
� kVa
�-. �
nature of A�horized Co�npany �fFrrial
Page 15 oP 61
Praposai Forms C4MM�SVCS �.0 i.l'2.2Q18
i Bvard� N/A
Caaperative Purchasi►+g
12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com
CONSTRUCTION-RELATED GOODS AND SERVICES AFFIRMATION
A contract awarded under this Proposal Invitation covers only the specific goods and services awarded by the BuyBoard. As
explained in the BuyBoard Procurement and Construction Related Goods and Services Advisory for Texas Members
("Advisory"), Texas law prohibits the procurement of architecture or engineering services through a
purchasing cooperative. This Buy6oard contract does not include such services. Architecture or engineering
services must be procured by a Cooperative member separately, in accordance with the Professional
Services Procurement Act (Chapter 2254 of the Texas Government Code) and other applicable law and local
policy.
The Advisory, available at buyboard.com/Vendor/Resources.aspx, provides an overview of certain legal requirements that
are potentially relevant to a Cooperative member's procurement of construction or construction-related goods and services,
including those for projects that may involve or require architecture, engineering or independent testing services. A copy
of the Advisory can also be provided upon request.
By signature below, the undersigned affirms that Proposer has obtained a copy of the Advisory, has read and understands
the Advisory, and is authorized by Proposer to make this affirmation. If Proposer sells construction-related goods or
services to a Cooperative member under a BuyBoard contract awarded under this Proposal Invitation, Proposer will comply
with the Advisory and applicable legal requirements, make a good faith effort to make its Cooperative member customers
or potential Cooperative member customers aware of such requirements, and provide a Cooperative member with a copy
of the Advisory before executing a Member Construction Contract with the member or accepting the member's purchase
order for construction-related goods or services, whichever comes first.
Company Name
Signature of Authorized Company Official Printed Name
Date
Page 16 of 61
Proposal Forms COMM/SVCS v.01.12.2018
were not
accepted have been retracted
CTSBS
i Bvard�
Caaperative Purchasi►+g
12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com
LOCATION /AUTHORIZED SELLER LISTINGS
If you have more than one location/authorized seller that will service a contract awarded under this Proposal Invitation,
please list each location/authorized seller below. If additional sheets are required, please duplicate this form as necessary.
NOTE: Awarded Vendors shall remain responsible for all aspects of the Contract, including processing of Purchase Orders,
and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the
Contract. If you are a product manufacturer and wish to designate Designated Dealers as defined in the General Terms
and Conditions to receive Cooperative member Purchase Orders on your behalf, you must complete the Manufacturer
Designated Dealer form.
Hillard Office Solutions
Company Name
3001 West Loop 250 North
Address
Midland
c�ty
432-617-4677
Phone Number
Brent Hillard
Contact Person
Quantum Office Solutions Inc
Company Name
309 EI Paso St.
Address
San Antonio
c�ty
210-223-3337
Phone Number
Jorge Morales
Contact Person
79701
Zip
TX
State
Fax Number
78201
Zip
TX
State
Fax Number
Page 18 of 61
Proposal Forms COMM/SVCS v.01.12.2018
12007 Research Boulevard · Austin, Texas 78759-2439 · PH: 800-695-2919 · FAX: 800-211-5454 ·buyboard.com
Proposal Forms COMM/SVCS v.01.12.2018
L OCATION /A UTHORIZED S ELLER L ISTINGS
If you have more than one location/authorized seller that will service a contract awarded under this Proposal Invitation,
please list each location/authorized seller below. If additional sheets are required, please duplicate this form as necessary.
NOTE: Awarded Vendors shall remain responsible for all aspects of the Contract, including processing of Purchase Orders,
and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the
Contract. If you are a product manufacturer and wish to designate Designated Dealers as defined in the General Terms
and Conditions to receive Cooperative member Purchase Orders on your behalf, you must complete the Manufacturer
Designated Dealer form.
____________________________________________________________________________________________________
Company Name
____________________________________________________________________________________________________
Address
_____________________________________ _________________________ _________________
City State Zip
_________________________________________ _______________________________________
Phone Number Fax Number
____________________________________________________________________________________________________
Contact Person
____________________________________________________________________________________________________
Company Name
____________________________________________________________________________________________________
Address
_____________________________________ _________________________ _________________
City State Zip
_________________________________________ _______________________________________
Phone Number Fax Number
____________________________________________________________________________________________________
Contact Person
Page 18 of 61
i Bvard�
Caaperative Purchasi►+g
12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com
LOCATION /AUTHORIZED SELLER LISTINGS
If you have more than one location/authorized seller that will service a contract awarded under this Proposal Invitation,
please list each location/authorized seller below. If additional sheets are required, please duplicate this form as necessary.
NOTE: Awarded Vendors shall remain responsible for all aspects of the Contract, including processing of Purchase Orders,
and shall be responsible for the performance of all locations and authorized sellers under and in accordance with the
Contract. If you are a product manufacturer and wish to designate Designated Dealers as defined in the General Terms
and Conditions to receive Cooperative member Purchase Orders on your behalf, you must complete the Manufacturer
Designated Dealer form.
Texas Office Systems, I nc
Company Name
1080 Industrial Blvd.
Address
Hewitt
c�ty
254-666-2592
Phone Number
Kermit Farmer
Contact Person
On Demand, Inc.
Company Name
2650 Fountain View Dr.
Address
Houston
c�ty
832-333-3000
Phone Number
Michael Gray
Contact Person
TX
State
TX
State
76643
Zip
Fax Number
77002
Zip
Fax Number
Page 18 of 61
Proposal Forms COMM/SVCS v.01.12.2018
i Bvard�
Caaperative Purchasi►+g
12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com
MANUFACTURER DEALER DESIGNATION
If Vendor is a manufacturer that sells products through a dealer network and wishes to designate a dealer or multiple
dealers ("Designated Dealers") to receive Cooperative member Purchase Orders on Vendor's behalf, you must complete
this form for each dealer you wish to designate.
Regardless of any Designated Dealers submitted by Vendor, Vendor specifically agrees and acknowledges that any such
designations are for Vendor's convenience only and shall not, if Vendor is awarded a Contract, relieve Vendor of any
obligations under the Contract, including payment of Cooperative service fees on all Purchase Orders submitted to Vendor
or any Designated Dealer. In accordance with the General Terms and Conditions, an awarded Vendor shall remain
responsible and liable for all of its obligations under the Contract and the performance of both Vendor and any of Vendor's
Designated Dealers under and in accordance with the Contract and remain subject to all remedies for default thereunder,
including, but not limited to suspension and termination of Vendor's Contract for nonpayment of service fees.
If awarded, Vendor authorizes the Cooperative, in its sole discretion, to list any Vendor Designated Dealers in the BuyBoard
system and to receive Purchase Orders directly from Cooperative members on behalf of Vendor. To the extent a Vendor
with Designated Dealers receives a Purchase Order directly, it shall be the responsibility of Vendor to appropriately process
such Purchase Order in accordance with the Contract, including but not limited to timely forwarding such Purchase Order to
a Designated Dealer for processing.
The Cooperative reserves the right, in its sole discretion, to refuse addition of, or request removal of, any Designated
Dealer, and Vendor agrees to immediately require such Designated Dealer to cease accepting Purchase Orders or otherwise
acting on Vendor's behalf under the Contract. Further, the Cooperative's administrator shall be authorized to remove or
suspend any or all Designated Dealers from the BuyBoard at any time in its sole discretion.
If you wish to designate a dealer to service a contract awarded under this Proposal Invitation, please list the Designated
Dealer below and have this form signed by an official of your company authorized to make such designation. If you wish
to designate multiple dealers, please duplicate this form as necessary.
Designated Dealer Name
Designated Dealer Address
City
Phone Number
Email address
Designated Dealer Contact Person
Your Company Name
State Zip
Fax Number
Designated Dealer Tax ID Number* (*attach W-9)
Signature of Authorized Company Official
Page 19 of 61
Proposal Forms COMM/SVCS v.01.12.2018
� Y �����
Cnuperative Pvrchasing
iZqp7 Resear�h S�uie�ard ` Aust�n, Texas 78759-2439 ' PH: 8f30-695-2919 '�I�C: 8(3C1-211-5454 ' f�uyi�aard.com
TEXAS REGI�NAL SERVTCE DESIGNATIQN
TF�e Caoperati�e �re�erred to as "Texas Cooperati�e" in this form and in t1�e State Service Desigr�ation form} ofFers vendors
the appartunity to service its membe��s thraughout the entire 5tate of Texas. �f you da not p[an to service a�l Texas
Covperative rrtembers statewide, you mus indicate the specific regions you will service on this form. If yau prvpose to
serve different regians for different praducts ar service$ included in your prapasal, you mus[' camplete and
�uhmit a separate Texas Regional ServiGe �e.signation form far each group af praducts and clearly indicate
the products or servi�es to rvhich the deslgnation applies in the space provided at the end af fhis form. By
desly�nating a region or regians, yau are cerClfying that yvu are authorized and willing to praride t'he
prop�sed products and services in t'hase regions. Designating regions in which you are either unable ar
unwilling to pro�vlde the specified prnducts and serri�es sha11 6e grounds far elther rejection of your
propasal �r, ifarvarded, termination af your Cantract. Additionally, if yau do not plas� t� servi�e Texas Caoperative
mem6ers (i.e., if you will servi�e anly states other than Texas}, you rnust so indieate on this form.
Regi�rtai �d��atian Servi�e �en#ers
i_ � � 6 {.., �. ,
, :-,_ �,� _;.. � . �
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Pi�ney Bo es 1 nc.
— • - -
C � Fly ,
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��n f .
ignature af tharszed Compar�y Difcial
Bill 11Valter
Printed Nasne
0 I wiil serrrice Texas
Cnoperati�e mem#�ers
statewide.
❑ I wif[ not service Texas
Caaperati�e member�
statewide. I will a�ly
serv€ce memhers in #he
regians cl�ecked below:
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■
■I
■
■
Re�
1
�
3
4
5
5
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11
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13
14
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16
17
18
f9
2D
Headauarters
Ed�nburg
Corpus Christi
Victoria
Ho�stan
Beaumont
Hur�tsvilie
Ki{g�re
Mour�t Pleasan�
Wirh�ta Fa1ls
Richardson
Fort Wfl�h
Waco
Aus�in
Ahifene
San Ange�o
Amarillo
Lub%ock
Midla�td
�l Pas�
5an Antt�r�ia
❑ I w�11 r��t serv��e mem�ers
of 't�e TexaS CooperatVe.
Page 7.q af 61
Propasal Forms COT�M�5VC5 v.�1.12,2�18
i Baard�
Caaperative Purchasi►+g
12007 Research Boulevard ' Austin, Texas 78759-2439 � PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com
If this Texas Regional Service Designation form applies to only one or some of the products and services proposed by
Vendor, list the products and services to which this form applies here:
Page 21 of 61
Proposal Forms COMM/SVCS v.01.12.2018
i Baar�l�
Caaperative Furchasi►+g
12007 Research Boulevard ' Austin, Texas 78759-2439 � PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com
STATE SERVICE DESIGNATION
The Cooperative offers vendors the opportunity to service other governmental entities in the United States, including
intergovernmental purchasing cooperatives such as the National Purchasing Cooperative BuyBoard. You must complete
this form if you plan to service the entire United States, or will service only the specific states indicated. (Note: If you plan
to service Texas Cooperative members, be sure that you complete the Texas Regional Service Designation form.)
If you serve different states for different products or services included in your proposal, you must complete
and submit a separate State Service Designation form for each group of products and c%arly indicate the
products or services to which the designation applies in the space provided at the end of this form. By
designating a state or states, you are certifying that you are authorized and willing to provide the proposed
products and services in those states. Designating states in which you are either unable or unwi//ing to
provide the specified products and services shall be grounds for either rejection of your proposa/ or, if
awarded, termination of your Contract.
Please check (�/) all that applv:
0 I will service all states in the United States.
❑ I will not service all states in the United States. I will service only the states checked below:
❑
❑
❑
❑
❑
❑
❑
❑
❑
❑
❑
❑
❑
❑
❑
❑
❑
❑
❑
❑
❑
❑
❑
❑
❑
❑
❑
Alabama
Alaska
Arizona
Arkansas
California (Public Contract Code 20118 & Z065Z)
Colorado
Connecticut
Delaware
District of Columbia
Florida
Georgia
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massach usetts
Michigan
Minnesota
Mississippi
Missouri
Montana
❑ Nebraska
❑ Nevada
❑ New Hampshire
❑ New Jersey
❑ New Mexico
❑ New York
❑ North Carolina
❑ North Dakota
❑ Ohio
❑ Oklahoma
❑ Oregon
❑ Pennsylvania
❑ Rhode Island
❑ South Carolina
❑ South Dakota
❑ Tennessee
❑ Texas
❑ Utah
❑ Vermont
❑ Virginia
❑ Washington
❑ West Virginia
❑ Wisconsin
❑ Wyoming
Page 22 of 61
Proposal Forms COMM/SVCS v.01.12.2018
s ������
Caaperative P�rchasing
12007 Researc� 6oute�ard ' Austin, Texas 78759-�439 � PN: 8flQ-645-2919 ' FAx: 8a0-211-545�+ • E�uvhoard.cam
ThiS far� wfll be used to ensure that you can service ather go�ernrrsental enti�ies thraug€�out the �lnited 5tates as
indi�ated, Yaur sigrtatu�-e be�vw confirms that you understand yaur servi�e commitrrzents during the term af a
contract awarded under this proposal.
4 Pi�ney Bvwes �nc.
� � � ' � Campany �iame
1 � 7 �
�� ��r Bill Wai�e�
Signature of Au szed Comparsy Official Prir�ted Name
If this 5tate Servi�e Designation iorm appEies to ❑nly one or s�me 4f the products and servi�es proposed by Vend�r,
fist the prodt�cts ar�d services to whieh� th€s form applies he�e:
Rage 23 af 61
Proposa! Farms COlNMI5VC5 v.01.12.2�18
i Baar�l�
Caaperative Furchasi►+g
12007 Research Boulevard • Austin, Texas 78759-2439 � PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com
NATIONAL PURCHASING COOPERATIVE VENDOR AWARD AGREEMENT
In accordance with the Terms and Conditions associated with this Proposal Invitation, a contract awarded under this
Proposal Invitation may be "piggy-backed" by another governmental entity. The National Purchasing Cooperative is an
intergovernmental purchasing cooperative formed by certain school districts outside of Texas to serve its members
throughout the United States. If you agree to be considered for a piggy-back award by the National Purchasing
Cooperative, you agree to the following terms and agree to serve National Purchasing Cooperative members in the states
you have indicated on the State Service Designation form, in your Proposal.
By signing this form, Proposer (referred to in this Agreement as ��Vendor") agrees as follows:
1. Vendor acknowledges that if The Local Government Purchasing Cooperative ("Texas Cooperative") awards Vendor a
contract under this Proposal Invitation ("Underlying Award"), the National Purchasing Cooperative ("National Cooperative")
may - but is not required to -"piggy-back" on or re-award all or a portion of that Underlying Award ("Piggy-Back Award").
By signing this National Cooperative Vendor Award Agreement ("Agreement"), Vendor accepts and agrees to be bound by
any such Piggy-Back Award as provided for herein.
2. In the event National Cooperative awards Vendor a Piggy-Back Award, the National Cooperative Administrator
("BuyBoard Administrator") will notify Vendor in writing of such Piggy-Back Award, which award shall commence on the
effective date stated in the Notice and end on the expiration date of the Underlying Award, subject to annual renewals as
authorized in writing by the BuyBoard Administrator. Vendor agrees that no further signature or other action is required of
Vendor in order for the Piggy-Back Award and this Agreement to be binding upon Vendor. Vendor further agrees that no
interlineations or changes to this Agreement by Vendor will be binding on National Cooperative, unless such changes are
agreed to by its BuyBoard Administrator in writing.
3. Vendor agrees that it shall offer its goods and services to National Cooperative members at the same unit pricing and
same general terms and conditions, subject to applicable state laws in the state of purchase, as required by the Underlying
Award. However, nothing in this Agreement prevents Vendor from offering National Cooperative members better (i.e.,
lower) competitive pricing and more favorable terms and conditions than those in the Underlying Award.
4. Vendor hereby agrees and confirms that it will serve those states it has designated on the State Service Designation
Form of this Proposal Invitation. Any changes to the states designated on the State Service Designation Form must be
approved in writing by the BuyBoard Administrator.
5. Vendor agrees to pay National Cooperative the service fee provided for in the Underlying Award based on the amount of
purchases generated from National Cooperative members through the Piggy-Back Award. Vendor shall remit payment to
National Cooperative on such schedule as it specifies (which shall not be more often than monthly). Further, upon
request, Vendor shall provide National Cooperative with copies of all purchase orders generated from National Cooperative
members for purposes of reviewing and verifying purchase activity. Vendor further agrees that National Cooperative shall
have the right, upon reasonable written notice, to review Vendor's records pertaining to purchases made by National
Cooperative members in order to verify the accuracy of service fees.
6. Vendor agrees that the Underlying Award, including its General Terms and Conditions, are adopted by reference to the
fullest extent such provisions can reasonably apply to the post-proposal/contract award phase. The rights and
responsibilities that would ordinarily inure to the Texas Cooperative pursuant to the Underlying Award shall inure to
National Cooperative; and, conversely, the rights and responsibilities that would ordinarily inure to Vendor in the Underlying
Award shall inure to Vendor in this Agreement. Vendor recognizes and agrees that Vendor and National Cooperative are the
only parties to this Agreement, and that nothing in this Agreement has application to other third parties, including the
Texas Cooperative. In the event of conflict between this Agreement and the terms of the Underlying Award, the terms of
this Agreement shall control, and then only to the extent necessary to reconcile the conflict.
Proposal Forms COMM/SVCS v.01.12.2018
Page 24 of 61
� B�ard �
�nnpera#ive Purchasln9
1�0�7 Research Bautevard ' Austi�s, �exas 78759-2439 ' Q�#: 8D0-595-�919 � FAX: 8�0-211-5454 ' buybaard.com
7. Tk�is Agreement s�tall be governed and �onst�ued i� a��vrdar�ce witlz the laws of the State af Rhade Islar�d and �enue
for any dispute shaiE lie in the federa[ district court af Alexandria, Virginia.
8. Vendor aek�owledges artd agrees that the av+�ard of a Piggy-Back Award "ss within the sole discretion af Natior+al
Cooperative, and that this Agreetr�ent daes �at talce efFect ur�less and �ntil Natior�a[ Coo�erative awards Vendvr a Piggy-
Sack Award and the BuyBo�rd Ad�r'�inistrator notifies Vendor i� wr�ting of such Piggy-Back Award as pra�ide� for herein.
WHE4��F�RE, by signing below Vendo�- agrees ta the foregvis�g arsd warrants that i� has the au�ority to er�ter inta this
Agreement.
Pitney Bav�res fnc.
Nam�jaf Ve _ r � � -
�
�
3
54gnature of t brized Company Officsal
576-18
PropQsal Invitation Num#�er
Bi11 VVaiter
Printed fVame of Autharized Campar�y �fF�cia�
412411 S
❑ate
Pa9e 25 of 53.
Propasal Forms COh'iiHJ5VC5 �.DL12.201$
i Baar�l�
Caaperative Furchasi►+g
12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com
FEDERALAND STATE/PURCHASING COOPERATNE EXPERIENCE
The Cooperative strives to provide its members with the best services and products at the best prices available from
vendors with the technical resources and ability to serve Cooperative members. Please respond to the following questions.
Provide the dollar value of sales to or through purchasing cooperatives at or based on an established catalog or
market price during the previous 1Z-month period or the last fiscal year: $$33,000,000.00 .(The period of the 12
month period is 1/1/2017 � 12/31/2017 ). In the event that a dollar value is not an appropriate measure of the sales,
provide and describe your own measure of the sales of the item(s).
By submitting a proposal, you agree that, based on your written discounting policies, the discounts you offer the
Cooperative are equal to or better than the best price you offer other purchasing cooperatives for the same items
under equivalent circumstances.
Provide the information requested below for other purchasing cooperatives for which Proposer currently serves, or in
the past has served, as an awarded vendor. Rows should be added to accommodate as many purchasing
cooperatives as required.
.. �. . ��. , .�� �
� � ��� �� • •�
•• � � ��. , �.
1. Federal General Services Administration Y All that we sell
z. T-PASS (State of Texas) Y All that we sell
3. U.S. Communities Purchasing Alliance
4. National IPA/TCPN
5. Houston-Galveston Area Council (H�ac)
6. National Joint Powers Alliance (NJPA) Y All that we sell
�. E&I Cooperative Y All that we sell
8. The Interlocal Purchasing System (TIPS)
9. Other Y All that we sell - NASPO
❑ MY COMPANY DOES NOT CURRENTLY HAVE ANY OF THE ABOVE OR SIMILAR TYPE CONTRACTS.
CURRENT BUYBOARD VENDORS
If you are a current BuyBoard vendor in the same contract category as proposed in this Proposal Invitation, indicate the
discount for your current BuyBoard contract and the proposed discount in this Proposal. Explain any difference between
your current and proposed discounts.
Current �iscount (%): 16-40%
Proposed Discount (%): up to 43%
EXp�anat;on: Our products vary in discount ranges
Proposal Forms COMM/SVCS v.01.12.2018
Page 26 of 61
s �vard �
1
Coop�rative Purehaslny
12Uf17 Researeh Boulevard ' Austin, T�exas 78759-2439 ' PH: 8�d-655-2919 ` FAX: 8�fl-Z11-5454 ' buvbaard.cor�
6y signature be�ow, i �erti#y that the abave is true, complete and aGcurate a�d that I am a�rtharized by my company to
maice this certification.
Pitney Bowes lnc.
_r Compatty �Vame
�
Bill Walter
Signa��sre o A thorized Campany Official Printed Name
PrvpasaE Fvrms CDMMJSVLS v.6I.12.20T8
Page 27 a� 51
� �oa�d�
ConFeraflve Purcha5ing
i2i]07 Research 6oulevard ' A�stin, Texas 7875g-2439 � P�i: 80Q-595-2919 ' FAX: 8�a-Z11-5454 ' E�u bov ard.�am
GDVERNMENTAL REFERENCES
Far yvur Proposai to be cor�sidered, you must sup�ly a mi�is�►�um of fi�e (5} ir�divid+�al gavernmental entity references, The
Caoperative may cflntact any an� a41 references pravided as part fl# the Proposal evaluation. Pro�ide the information
requested below, including tF�e existing pricejdfscat�nts you offer ea�h custor-ner. The Cooperati�e may determine wheCher
pricesfdiscounts are �air and reasonabfe �y ca�nparing prices�discounts stated in ya�r Propasai with the pri�esJdiscounts
y�u offer other gavernmental custamers. Att�ch a�ditional pages if necessary.
Quantityl
Enti Name an c pi�ane# Email Adcire s Dis ount V lume
��SA NIA NIA NIA Varies Es#. ��M
� TPASS
�. NASP�
� NJ PA
NIA
NIA
NIA
NIA
NIA
NIA
NIA
N!A
NIA
Var�es
Varies
Varies
Es�. 75�K
Es�. �2M
Es�. 12.5M
5 Cty of �range N1A N1A N1A V�ries Est. � M
Do you �ver mo�ify yaur written policie� �r standard ga�ernmenta� sales practices as identified in the aha�e c�art to gi�e
hetter discounts (fower prices) than indicated? YES �■ N❑ ❑ If YES, piease explair�:
Voiume discaunts unde� unique �ircumstances
By signature �Oe4ow, I certify that ti�e above fs true and correct and that i am au��orized by my company to make this
certiftcatian.
Pitney Baw+ s Inc.
comp v �! e; ,
� . /
� -
Signature of A th rized Carnpa�y Offeiai
Bill Wal#er
Printed Name
Prapasal Forms CQMMISVCS v.��.12.261$
Page 28 of Gi
� ����� �
■
G�aperative PurGhasfng
�2[}07 Research eoule�ard ' Austin, Texas 78759-2435 - PH: 8�Q-b95-29#.9 ' FAaC: S[3Q-21f-5454 • bu�6oard.�onz
MARKETING STRATEGY
For your PrQpasal to �e considered, ya�s rnust su�mit t�re Marfce#fng Strategy you will use if k�e Cooperative ac�epts all or
part of yaur Praposal. (Exam J�: Explain hotry yQur company ivill initrally rnfarm Cooperative memhers of yaur BuyBoard
cvntract. and haw you will continue ta support the BuyBoard for the duratrvn of the cantract period.)
Atta�h additivnal pages if necessary.
Pitney Bowes plans �o market the Buy6vard Contrac� bath externaily and intemally.
Wlle hos� an externa� website an aur Pitneybowes_c�mistates page dedica#ed to the
BuyBva�d Contract. V11e wil� train all of our sales representatives and managers an
all requir�ments of the contrac� as well as all af the benefiits �or the mem�ers. We
pa�ticipate in trad� shaws in TX and ather states prvudly displaying our guyBoard
signs. From the membership fists that are pasted, w� vuill send e-maillhardcopy
Iet�ers and notifications ta members keeping them informed ❑f the ❑ffers within �he
con�ract to increase produ�ti�i�y and reduce �xpenses in thei� opera�ions.
r.,.. r.. - � - -
Bill Wal#er
Printed Narne
Proposal Farms CDNlMISVCS v.01.12.2fli8
Pa�e 7� nf 61
i Baar�l�
Caaperative Furchasi►+g
12007 Research Boulevard • Austin, Texas 78759-2439 � PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com
CONFIDENTIAL/PROPRIETARY INFORMATION
A. Public Disclosure Laws
All Proposals, forms, documentation, or other materials submitted by Vendor to the Cooperative in response to this
Proposal Invitation, including catalogs and pricelists, may be subject to the disclosure requirements of the Texas Public
Information Act (Texas Government Code chapter 552.001, et. seq,) or similar disclosure law. Proposer must clearly
identify on this form any information in its Proposal (including forms, documentation, or other materials submitted with the
Proposal) that Proposer considers proprietary or confidential. If Proposer fails to properly identify the information, the
Cooperative shall have no obligation to notify Vendor or seek protection of such information from public disclosure should a
member of the public or other third parry request access to the information under the Texas Public Information Act or
similar disclosure law. Proposer will be notified of any third party request for information in a Proposal that Proposer has
identified in this form as proprietary or confidential.
Does your Proposal (including forms, documentation, or other materials submitted with the Proposal) contain information
which Vendor considers proprietary or confidential?
Please check l�/) one of the followinq:
� N�, I certify that none of the information included with this Proposal is considered confidential or proprietary.
� YES, I certify that this Proposal contains information considered confidential or proprietary and all such information is
specifically identified on this form.
If you responded "YES", you must identify below the specific information you consider confidential or proprietary. List each
page number, form number, or other information sufficient to make the information readily identifiable. The Cooperative
and its Administrator will not be responsible for a Proposer's failure to clearly identify information considered confidential or
proprietary. Further, by submitting a Proposal, Proposer acknowledges that the Cooperative and its Administrator will
disclose information when required by law, even if such information has been identified herein as information the vendor
considers confidential or proprietary.
Confidential / Proprietary Information:
(Attach additional sheets if needed.)
Proposal Forms COMM/SVCS v.01.12.2018
Page 30 of 61
� Baa�d�
Gnoperafl�e Purehasing
I20Q7 Resear�h Bou�evard � Austin, Texas 78759-Z439 � PN: 8�0-b95-Z91R � FAX: 8fl0-�if-5�54 ��uyboard.�arr�
8. CQn�rinht Infnrmation
�oes yQur Praposal [inclucfing forms, doc�€mentation, ar other r;-iateriais suhmitted with the Pr�rposal} corttain �opyright
infarr�ation?
P�ease �heck (�} a�e of the fallowin�
� N�� Fropasai (inc€ud�ng forms, documentation, ar other materiais sulomitted with the Proposal] does nat
cQntai� copyright inforr�ati�n.
� YE5� Prapasal [ir�cluding forrns, docume�tatio�, or other r�-iaterials su�mitted with the Proposal] does
contain co�yrig�t infarmation.
If you responded �`YES", i�fentify beiQw tt�e spec3fic documents or pages containi�sg copyr€ght ir�formation.
co�yrignt �ntormation: Attachment S, AttaGhment 7, Atfachment 8, Attachment 1�, Atfachment 1�
Atta�#�ment ��, Attachment 1�, Attachment � 4, Attachmen� 15, Attachment 16, A�tact�ment � 7
Attachmen� '18, A#tachment � 9, At�achment 2�, A�tachment 2�
(Attach additinnal shee� if needed. j
C. Cansent ta Release Confidentia!l�roprietarrylCvpyiic�ht informatian to 6uy�aard Members
Buy�oard metn�ers �Caoperative and nanprofit mem�ers} seeking ta make purchases thraugh the Buy6oard may w�sh to
�iEw information inclucied in the PrQposals af awarded Vendors. If you ident+fied informatian on this forsn as confider►tial,
proprietary, ❑r s�hject to copyr"sgh[, ar�d yau are awa�-ded a BuySoard contract, yaur ac�eptance of the guyBaard corstract
awas'd �onsti�utes your cansent to t�re dis�losure of su�h informatian to BuySoard members, sncluding pasting of suc[�
information on the secure BuyBc�ard wek�site for members. i�ote: Neithet' the Caaperati�e r�or its Administra'Car wil] be
responsi��e fvr the use �r distri�iution of inforr►zat#on �y BuyBqard mem�iers or any ather party.
D. Consent tv Refease Proposal Tab�l� ior�
Natwithstandir�g anything in this Canfdentia1�Proprietary Inforrrsatian form t� the �ontrary, by submitting a Proposal,
Vendar consents and agrees that, upon Contract award, t�e Cooperative rr�ay publically rei�ase, incfuding posting on the
pubfic 8uy6oard we�site, a copy of the proposal tahulation for the Cor�tra� inc[uding Ver�dar na�ne; proposed
catalog�priceEist name(s}; propvsed percentage discaunt(s}, �vur[y labor rate{s), or other specifed pricing; and Vendor
award or non-award i�#armat'sos�.
By signature heEow, I cert€fiy t�at 'the information in this forrr} is �rue, �amplete, and aecurate a�d that I am authoriaed �y
my company to make [hfs certifi�ation and afl consents and agreemer�t5 ��ntained f�erein.
Pitney Bvwe� Inc. ,
C❑mp�y i� � � + � :
�
� � ; � ' • .
f�.�L L ;
5igr�ature of A�€ a�ed C�mpany dfficial
Bill Vllaffer
Printed Name
��2��� �
aate
Praposa! For�ns cOM[�IN�� u.�f.12.2018
���C 31 �r �z
i Baar�l�
Caaperative Furchasi►+g
12007 Research Boulevard ' Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com
VENDOR BUSINESS NAME
By submitting a Proposal, Proposer is seeking to enter into a legal contract with the Cooperative. As such, a Proposer must
be an individual or legal business entity capable of entering into a binding contract. Proposers, must completely and
accurately provide the information requested below or your Proposal may be deemed non-responsive.
Name of Proposing Company: Pltll@�/ BOW@S �C1C.
(List the le4a/ name of the company seeking to contract with the Cooperative. Do NOT list an assumed name, dba, aka, etc. here. Such information may
be prouided be%w. If you are submitting a joint proposal with another entity to pro�ide the same proposed goods or services, each submitting entity
should complete a separate vendor inFormation form. Separately operating legal business entities, even if a�liated entities, which propose to provide
goods or services separately must submit their own Proposals )
Please check (�/) one of the followinq:
Tvne of Business:
Individual/Sole Proprietor
Corporation X
Limited Liability Company
Partnership
Other If other, identify
State of incorporation (if applicable): D2IaW8f@
Federal Employer identification Number: 06-0495050
(�endor must include a completed IRS W-9 form with their proposal)
List the Name(s) by which Vendor, if awarded, wishes to be identified on the BuyBoard: (Note: rfdi�erent tnan tne Name of
Proposing Company listed above, only ualid trade names (dba, aka, etc.) of the Proposing Company may be used and a copy of your Assumed Name
Certificate(s), if applicable, must be attached.)
Proposal Forms COMM/SVCS v.01.12.2018
Page 32 of 61
Form ���
(Rev. November 2017)
�epartment of the Treasury
Intemal Revenue Service
Request for Taxpayer
Identification Number and Cer#ification
► Co to www.irs.gov/FormIN9 for instructions and the latest information.
1 Name (as shown on your income tax retum). EJame is required on this line; do not
Pitney Bowes Inc
2 Business name/disregarded entity name, if different from above
�i
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a
0
ui c
a o
� "
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o �
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a
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a�
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3 Check approprlate box for federal tax classification of ihe person w�ose name is eniered on line 1. Check vnly one oi the 4 Exemptfons {codes apply only to
following seven boxes. cerlain entiiies, not indl�iduals; see
insiructions on page 3j:
❑ Individuall5ole proprietor or ❑X C Corporaiion ❑ S Corporation ❑ PaRnership ❑ Trustlestate
single member LLC Fxempt payee code (if any)
❑ Limited liability company. Enter the tax ciassifiCailon {C=C corporation, S=S corporatlon, P=Partnership} ►
Note: Check the approprlate box in the line abo�e For the tax c9assiticaiion of the singEe-member owner. Da not check �;emption from FATCA reporting
LLC if Fhe LLC is classified as a single-member LLC that is disregarded Fror,i the owner unless the owner of the LLC is code (if any)
another LLC thai is not disregarded irom the owner for U.S, federal tax purposes. 0lherxise, a single-member LLC that
is disregarded irom the owner should cneck the appropriate box for the iax classification of its owner.
U Other {see 9nstructions}i
5 Address {number, street, and apt. or suite no.) 5ee instructions.
27 Waterview Drive
6 City, state, and ZIP code
Shel�.an, CT 06484
7 List accoum number{s� here (optional)
(Applies fo accaonts mainfairfed oidsitle fhe U 5.J
faxpayer ldentification Number (TIN
Enter your 71N in the appropriafe box. The TIN provicfed must match the name given on line 1 to avoid
backup wit�holding. For individuals, this is generally your social security number (SSN). However, for a
resident alien, sole proprieior, or disregarded entity, see the insiructions for Part I, lafer. For other
entlties, it is yaur employer identification number (EIN). If you do not have a number, see Now to get a
TfN, later.
NoYe: If the account is in more than one name, see the instructions for Iine 1. Also see What Name and
Number To Give the Requester for guidelines an whose number to enter.
Certification
Under penalfies of perjury, I certify that:
5ocial securitv numper
or
Employer identifitiation number
06-0495054
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued fo me); and
2. I am nat subject ta backup withholding because: (a)1 am exempt from backup withholding, or (b) I ha�e not been notified by ihe Intemaf Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to repart all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3. I am a U.S. citizen or other U.S. person (defined below}; and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certfficakion instructions. You must cross out iiem 2 a�ove if you have been notified by the IRS thai you are currentEy subject to backup withholding because
you have failed to report all interest end dividends on your iax retum. For real estate transaciivns, item 2 does not apply. For mortgage interest paid,
acquisition vr abandonmeni of secured property, ca�callation of debt, contributions to an individuaf retirement arrangement {IRA), and generalEy, payments
other ihan inierest and dlvidends, you are not required io sign the cerlific�on, but you must provide your correct TEN. See the instructions for Part �I, la#er.
Sign Signature of --�� j�'r' �. ;
i�
Here U.S, person► ,,i j_ :� f
General Instructions
�i�e Form to the
requester. Qo not
send to the IRS.
Requester's name and address {optEonal}
r--�
�ate ► ( l - j - - /� �
Section references are to the Internal Revenue Code unless otherwise
noted.
�uture deve�opmenEs. For the latest iniarmation about developmen#s
related to Form W-9 an�{ its instructions, such as legislation enacted
after t�ey were pubfshed, go to www.irs.gov/FormlM9.
Purpose of Form
An individuai or entity {�orm W-9 requester) who is requirad to file an
information return with the IRS must obtain your correct taxpayer
identification number (TIN} which may be your social security number
(5SN), individual taxpayer identification number (ITIlJ), adoption
taxpayer identification number (ATIN), or employer identification num3�er
{EIN), to repor{ on an information return the amount paid ta you, or other
amount reportable on an information return. Examples ot information
retums include, but are not limited ta, the following.
• Form 1099-INT (interest earned or paid)
• Form 1089•DN (dividends, including those fram stocks or mutua!
funds)
• Form 1499-M15C (various types oi income, prizes, awards, or gross
proceeds)
• Form 1099-8 (stock or mutual fund saEes and certain other
transactipns by brokers)
• Form 1099-5 {proceeds from real estate fransactions)
• Fprm 1099-K (rrierchant card ancf third party network transactions)
• Form 1C198 (home mortgage interest), 1098-� (student loan interest),
1098-T (tuition)
• Form 1099-C (cancaled debt)
• Form 1fl99-A (acquisition or abandonment of secured property)
Use Form W-9 only if you are a fJ.S. person (including a resident
alien), to provide your correct TIN.
!f you do not return Form W-9 to the requester with a TlN, you mighf
be subject to backup withhplding. See What is backup withY�olding,
lafer.
ISA Form W-9 (Rev. 11-20�7)
�
i Baar�l�
Caaperative Furchasi►+g
12007 Research Boulevard ' Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com
EDGAR VENDOR CERTIFICATION
(2 CFR Part 200 and Appendix II)
When a Cooperative member seeks to procure goods and services using funds under a federal grant or contract, specific
federal laws, regulations, and requirements may apply in addition to those under state law. This includes, but is not limited
to, the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for
Federal Awards, 2 CFR 200 (sometimes referred to as the "Uniform Guidance" or new "EDGAR"). All Vendors submitting
proposals must complete this EDGAR Certification Form regarding Vendor's willingness and ability to comply with certain
requirements which may be applicable to specific Cooperative member purchases using federal grant funds. This
completed form will be made available to Cooperative members for their use while considering their purchasing options
when using federal grant funds. Cooperative members may also require Vendors to enter into ancillary agreements, in
addition to the BuyBoard contract's general terms and conditions, to address the member's specific contractual needs,
including contract requirements for a procurement using federal grants or contracts.
For each of the items be%w, Vendor shou/d certify Vendor's agreement and abi/ity to comp/y, where
applicab/e, by having Vendor's authorized representative comp/ete and initia/ the app/icab/e boxes and sign
the acknowledgment at the end of this form. If you fai/ to complete any item in this form, the Cooperative
will consider and may list the Vendor's response on the BuyBoard as "IVO,"the Vendor is unab/e or unwilling
to comp/y, A"NO" response to any of the items may, if applicable, impact the ability of a Cooperative member to
purchase from the Vendor using federal funds.
1. Vendor Violation or Breach of Contract Terms:
Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted
amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils)
as authorized by 41 USC 1908, must address administrative, contractual, or legal remedies in instances where contractors
violate or breach contract terms, and provide for such sanctions and penalties as appropriate.
Provisions regarding Vendor default are included in the BuyBoard General Terms and Conditions, including Section E.18,
Remedies for Default and Termination of Contract. Any Contract award will be subject to such BuyBoard General Terms
and Conditions, as well as any additional terms and conditions in any Purchase Order, Cooperative member ancillary
contract, or Member Construction Contract agreed upon by Vendor and the Cooperative member which must be consistent
with and protect the Cooperative member at least to the same extent as the BuyBoard Terms and Conditions.
The remedies under the Contract are in addition to any other remedies that may be available under law or in equity. By
submitting a Proposal, you agree to these Vendor violation and breach of contract terms.
2. Termination for Cause or Convenience:
For any Cooperative member purchase or contract in excess of $10,000 made using federal funds, you agree that the
following term and condition shall apply:
The Cooperative member may terminate or cancel any purchase order under this Contract at any time, with or without
cause, by providing seven (7) business days advance written notice to the l/endor. If this Agreement is terminated in
accordance with this Paragraph, the Cooperative member shall only be required to pay l/endor for goods or services
delivered to the Cooperative member prior to the termination and not otherwise returned in accordance with �endor's
return policy. If the Cooperative member has paid l/endor for goods or services not yet provided as of the date of
termination, �endor shall immediately refund such payment(s),
If an alternate provision for termination of a Cooperative member purchase for cause and convenience, including the
manner by which it will be effected and the basis for settlement, is included in the Cooperative member's purchase order,
ancillary agreement, or Member Construction Contract agreed to by the Vendor, the Cooperative member's provision shall
control.
Proposal Forms COMM/SVCS v.01.12.2018
Page 33 of 61
i Baar�l�
Caaperative Furchasi►+g
12007 Research Boulevard ' Austin, Texas 78759-2439 � PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com
3. Equal Employment Opportunity:
Except as otherwise provided under 41 CFR Part 60, all Cooperative member purchases or contracts that meet the
definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 shall be deemed to include the equal
opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, ��Equal Employment
Opportunity" (30 FR 1Z319, 1Z935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375,
��Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR
Part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor."
The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference. Vendor agrees that
such provision applies to any Cooperative member purchase or contract that meets the definition of `�federally assisted
construction contract" in 41 CFR Part 60-1.3 and Vendor aqrees that it shall comply with such provision.
4. Davis-Bacon Act:
When required by Federal program legislation, Vendor agrees that, for all Cooperative member prime construction
contracts/purchases in excess of $2,000, Vendor shall comply with the Davis-Bacon Act (40 USC 3141-3144, and 3146-
3148) as supplemented by Department of Labor regulations (29 CFR Part 5, ��Labor Standards Provisions Applicable to
Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, Vendor is required to
pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determinate made by
the Secretary of Labor. In addition, Vendor shall pay wages not less than once a week.
Current prevailing wage determinations issued by the Department of Labor are available at wdol.aov. Vendor agrees that,
for any purchase to which this requirement applies, the award of the purchase to the Vendor is conditioned upon Vendor's
acceptance of the wage determination.
Vendor further agrees that it shall also comply with the Copeland ��Anti-Kickback" Act (40 USC 3145), as supplemented by
Department of Labor regulations (29 CFR Part 3, ��Contractors and Subcontractors on Public Building or Public Work
Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or
subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or
reqair of qublic work, to aive uq anv part of the compensation to which he or she is otherwise entitled.
5. Contract Work Hours and Safety Standards Act:
Where applicable, for all Cooperative member contracts or purchases in excess of $100,000 that involve the employment of
mechanics or laborers, Vendor agrees to comply with 40 USC 3702 and 3704, as supplemented by Department of Labor
regulations (29 CFR Part 5). Under 40 USC 3702 of the Act, Vendor is required to compute the wages of every mechanic
and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible
provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours
worked in excess of 40 hours in the work week. The requirements of 40 USC 3704 are applicable to construction work and
provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are
unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles
ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
6. Right to Inventions Made Under a Contract or Agreement:
If the Cooperative member's Federal award meets the definition of "funding agreement" under 37 CFR 401.2(a) and the
recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the
substitution of parties, assignment or performance or experimental, developmental, or research work under that ��funding
agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions
Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative
Agreements," and any implementing regulations issued by the awarding agency.
Vendor agrees to comply with the above requirements when applicable.
Proposal Forms COMM/SVCS v.01.12.2018
Page 34 of 61
i Baar�l�
Caaperative Furchasi►+g
12007 Research Boulevard ' Austin, Texas 78759-2439 � PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com
7. Clean Air Act and Federal Water Pollution Control Act:
Clean Air Act (42 USC 7401-7671q.) and the Federal Water Pollution Control Act (33 USC 1251-1387), as amended —
Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to
agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 USC 7401-
7671q.) and the Federal Water Pollution Control Act, as amended (33 USC 1Z51-1387). Violations must be reported to the
Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
When required, Vendor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean
Air Act and the Federal Water Pollution Control Act.
8. Debarment and Suspension:
Debarment and Suspension (Executive Orders 12549 and 12689) — A contract award (see 2 CFR 180.220) must not be
made to parties listed on the government-wide exclusions in the System for Award Management (SAM), in accordance with
the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1966 Comp. p. 189) and 12689 (3
CFR Part 1989 Comp. p. 235), ��Debarment and Suspension." SAM Exclusions contains the names of parties debarred,
suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authoriry
other than Executive Order 12549.
Vendor certifies that Vendor is not currently listed on the government-wide exclusions in SAM, is not debarred, suspended,
or otherwise excluded by agencies or declared ineligible under statutory or regulatory authority other than Executive Order
12549. Vendor further agrees to immediately notify the Cooperative and all Cooperative members with pending purchases
or seeking to purchase from Vendor if Vendor is later listed on the government-wide exclusions in SAM, or is debarred,
suspended, or otherwise excluded by agencies or declared ineligible under statutory or regulatory authority other than
Executive Order 12549.
9. Byrd Anti-Lobbying Amendment:
Byrd Anti-Lobbying Amendment (31 USC 1352) -- Vendors that apply or bid for an award exceeding $100,000 must file the
required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to
pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member
of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any
Federal contract, grant or any other award covered by 31 USC 1352. Each tier must also disclose any lobbying with non-
Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to
tier up to the non-Federal award. As applicable, Vendor agrees to file all certifications and disclosures required by, and
otherwise comply with, the Byrd Anti-Lobbying Amendment (31 USC 1352).
10. Procurement of Recovered Materials:
For Cooperative member purchases utilizing Federal funds, Vendor agrees to comply with Section 6002 of the Solid Waste
Disposal Act, as amended by the Resource Conservation and Recovery Act where applicable and provide such information
and certifications as a Cooperative member may require to confirm estimates and otherwise comply. The requirements of
Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR
Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory
level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the
preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy
and resource recovery, and establishing an affirmative procurement program for procurement of recovered materials
identified in the EPA guidelines.
11. Profit as a Separate Element of Price:
For purchases using federal funds in excess of $150,000, a Cooperative member may be required to negotiate profit as a
separate element of the price. See, 2 CFR 200.323(b). When required by a Cooperative member, Vendor agrees to
provide information and negotiate with the Cooperative member regarding profit as a separate element of the price for a
particular purchase. However, Vendor agrees that the total price, including profit, charged by Vendor to the Cooperative
member shall not exceed the awarded pricing, including any applicable discount, under Vendor's Cooperative Contract.
Proposal Forms COMM/SVCS v.01.12.2018
Page 35 of 61
� ������
s
Co�perafive Purchasing
3.2[307 Research Baule�ard • A�stin, Texas 78759-�439 ' PH: 604-5R5-2919 '�A7C: 800-211-5454 ' buybaard.cgm
��. General CompEiance and Conperatian with Caoperati�e Members:
In a�ditian to tF�e foregoing specific requir�ments� Vendor agrees, i� acce�ting any Purchase ❑rder from a Caoperative
€�emiaer, it shall make a gaad fait� effart to work with Co�perative rnem�ers to provide such infvrmation and to satis€y
su�h requireme�ts as may app4y to � par-ticular Cooperati�e rnernber purchase ar purchases incft�ding, but nat lirt��ted �a,
a ficable recordkee in and record retention re uirements.
Vendor Certifieatiar�:
YfS, � agree ar
Vendor Cer-tificatian Item 1V4. N� F do �i�T a ree Initia�
1. Vendflr Violation or Breach of Contract Terms Y ��
E ,�,�'�r� g�
2. Termination for Cause ar Con�enience Y r���i B�
3. Equal �rnployment �pportursity '
Y � � BW
4. aa�is-Bacon Act �
Y �` z-' BVIJ
5. Cantract Wark Hours and Safety 5tandards Act Y ��; B�
6. Rig�t to In�ent#Qns Made Under a Contrac� or Agreement Y gW
r
7. CEean Air Act and �ederal Water Poklution Cantro! Rct Y ���. B�
,
8. debarment and 5uspet�sion Y � gW
9. Byrd Anti-Lo�bying Amendme�t Y I' � ��
�'
iD. Rrocurement of Reco�ered Materials �
v :� � Bw
1i. Prafit as a 5eparate Element of Price Y ��, ' B�
12. G�neral Complian�e and Covperation with Coaperative Merrti�ers �
Y �`�; SW
By signature belaw, I rertify that the iRfarma�ion is� tf�is form �s true, complete, ar�d ac�ura�e ar�d t€�at I arn authorized by
my company to make this certification and all �onsents and agreements cantained heresn.
Pitney gowe�s lnc.
Comp,a�y N
II t
5igna�ure af Au#F�a�ixed �ompany OfFieia€
Bili V1�alte"r
Printed Nar�e
Praposal Forms Ci3MNiJ5VC5 v.01.12.2618
Page 35 of 51
i Baar�l�
Caaperative Furchasi►+g
12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com
PROPOSAL INVITATION QUESTIONNAIRE
The Cooperative will use your responses to the questions below in evaluating your Proposal and technical and financial
resources to provide the goods and perform the services ("Work") under the BuyBoard contract contemplated by this
Proposal Invitation ("Contract"). Proposers must fully answer each question, numbering your responses to correspond to
the questions/numbers below. Proposers must complete below or attach your responses to this questionnaire, sign where
indicated below, and submit the signed questionnaire and your responses to all questions in one document with your
Proposal. You must submit the signed questionnaire and responses with your Proposal or the Proposal will
not be considered.
1. List the number of years Proposer has been in business and former business names (if applicable). Note whether your
company is currently for sale or involved in any transaction that would significantly alter its business or result in
acquisition by another entity.
Please See Attached Proposal Invitation Questionnaire Document
2. Describe the resources Proposer has to manage staff and successfully perform the Work contemplated under this
Contract. State the number and summarize the experience of company personnel who may be utilized for the Work,
including those who will be available to Cooperative members for assistance with project development, technical issues,
and product selection for Work associated with this Contract.
Please See Attached Proposal Invitation Questionnaire Document
3. Describe Proposer's financial capability to perform the Contract. State or describe the firm's financial strength and
rating, bonding capacity, and insurance coverage limits. State whether the firm, or any of the firm's past or present
owners, principal shareholders or stockholders, or officers, have been a debtor party to a bankruptcy, receivership, or
insolvency proceeding in the last 7 years, and identify any such debtor party by name and relationship to or position
with your firm.
Please See Attached Proposal Invitation Questionnaire Document
Proposal Forms COMM/SVCS v.01.12.2018
Page 37 of 61
' Baard�
.
Caoperative Purchaslr�g
124�� Research 8�ulevard � Aus�in, Texas 78759-2�}39 ' PH: 84fl-595-�9f9 ' fAx: 80�-2i1-5454 � huyhaard.com
4. Does yflur corrspany have any outstanding fi�an�ial juc�g�ents and�or is it currently in defau{t on at�y [aan ar fi�an��ng
agreer�errt? �f sa, pravide detaifed irrformatian an the nature of suc� iterns and prospects �or resalutian.
P�ease See Attached Proposal in�itation QuestEonnaire Dacumen�
5. List al1 cantracts, if any, in the la5t la years an which Prr��oser has defaulted, failed �o tomplete or deliver the work, or
that ha�e been terminated far any reason. For ea�h such cantract, provide the project name, scQ�e, vaEue and date
and the name af the prvcuring enti€y. �ully explain Che circt��nstances af th� default, fai[ure to complete ar de�iver the
work, ar termir�ation.
P�ease See AttaGhed Proposa� in�itation Qu�stivnnai�e Dvcumen#
6. List ai[ litigation ar other legal praceed'sngs (inciuding arbitration proceedings), if any� in the last 1� years braught
against your �rm, or any o€ #he frrm's past ar present owners, principal sharehalders ar stotkholders, Officers, agents or
emplayees, that refates to or arises fror-n a cantract similar to tY�is CQntra�t ❑r the wark cQnte►-nplated urrder fihis
Contract. Pro�ide the style of t�e lawsuit or proceeding [name af parties and caurt or tribur�a[ in which �led}, nature of
the claim, and resolutian ❑r current status.
Please See Aftached Proposal In�itatian C�ues�ionnaire Document
By s�gr+ature helflw, Y certi�y that the informatian �antained in and�ar attached ta this Proposaf �n�itati�n
Questivnnaire i� respanse tn ti�e abv�e questions is true and correct and that i am authariz�d by er�y
cvmpany to ma#ce this certifrcatian.
Pitney gowes In ,
Campany�lamel`l � .
Sig�fature af Ruthorj�e�f Gompa�y Offcial
Prnpnsal Forms CONEMJSVCS V.61.i2.�018
Paye 38 af GI
PITNEY BOWES
PROPOSAL INVITATION QUESTIONNAIRE DOCUMENT
1. List the number of years Proposer has been in business and former business names (if
applicable). Note whether your company is currently for sale or involved in any transaction
that would significantly alter its business or result in acquisition by another entity.
Pitney Bowes, a $3.9 billion company with over 16,000 employees, provides technology solutions
for small, mid-size and large firms in more than 100 countries, that help them connect with
open platforms to best organize, analyze and apply both public and proprietary data to two- way
customer communications. Pitney Bowes includes direct mail, transactional mail, shipping and e-
commerce services and call center communications in its solution mix along with digital channel
messaging for the Web, email and mobile applications. Pitney Bowes is a 97 year old company
incorporated in DE. Pitney Bowes is not currently for sale and is not involved in any transactions
that would significantly alter its business or result in acquisition by another entity.
2. Describe the resources Proposer has to manage staff and successfully perform the Work
contemplated under this Contract. State the number and summarize the experience of
company personnel who may be utilized for the Work, including those who will be
available to Cooperative members for assistance with project development, technical
issues, and product selection for Work associated with this Contract.
Pitney Bowes, a $3.9 billion company with over 16,000 employees. We are a stable company
Our products, services, technologies, and business systems are in use by approximately 2
million customers worldwide.
We invest well over $110 million annually in research and development
areas such as ticketing, cellular phone payment, shipping, laser printing, encryption and mail
production and processing. The Intellectual Property Owners (IPO) Association consistently
ranks Pitney Bowes in the top 200 companies receiving U.S. patents.
Ranked among top 150 global software companies
-carrier shipping systems
Largest USPS, UPS, FedEx, and DHL systems provider
3. Describe financial capability to perform the Contract. State or describe the
financial strength and rating, bonding capacity, and insurance coverage limits.
shareholders or stockholders, or officers, have been a debtor party to a bankruptcy,
receivership, or insolvency proceeding in the last 7 years, and identify any such debtor
party by name and relationship to or position with your firm.
http://www.investorrelations.pitneybowes.com/phoenix.zhtm
l?c=83377&p=irol-irhome
4. Does your company have any outstanding financial judgments and/or is it currently in
default on any loan or financing agreement? If so, provide detailed information on the
nature of such items and prospects forresolution.
Pitney Bowes does not have any outstanding financial judgments nor is it currently in default on
any loan or financing agreement.
5. List all contracts, if any, in the last 10 years on which Proposer has defaulted, failed to
complete or deliver the work, or that have been terminated for any reason. For each such
contract, provide the project name, scope, value and date and the name of the procuring
entity. Fully explain the circumstances of the default, failure to complete or deliver the
work, or termination.
Pitney Bowes is involved in disputes involving customers in the normal course of business.
Pitney Bowes is not debarred or otherwise ban from doing business in any state nor with any
customer. None of the disputes, defaults or terminations which occur in the normal course of
business would affect Pitney ability to perform under this contract.
6. List all litigation or other legal proceedings (including arbitration proceedings), if any, in
the last 10 years brought against your firm, or any of the
principal shareholders or stockholders, officers, agents or employees, that relates to or
arises from a contract similar to this Contract or the work contemplated under this
Contract. Provide the style of the lawsuit or proceeding (name of parties and court or
tribunal in which filed), nature of the claim, and resolution or current status.
We are not aware of any current or threatened litigation, liens or claims that will impact our
ability to perform the services under our Agreement with you. In the ordinary course of
business, we are routinely defendants in, or parties to, a number of pending and threatened
legal actions including proceedings purportedly brought on behalf of classes of claimants.
These may involve litigation by or against us relating to, among other things, contractual rights
under vendor, insurance or other contracts, intellectual property or patent rights, equipment,
service, payment or other disputes with customers, and disputes with employees. In certain
cases where we are the defendant, plaintiffs may seek to recover large and sometimes
unspecified amounts of damages or other types of relief and some matters may remain
unresolved for several years. Although we cannot predict the outcome of such matters, based
on current knowledge, management does not believe that the ultimate outcome of those
litigations will have a material adverse effect on our financial position, results of operations or
cash flows. However, if the plaintiffs do prevail, the result may have a material effect on our
financial position, future results of operations or cash flows. Information regarding these
information.
i Baar�l�
Caaperative Furchasi►+g
12007 Research Boulevard • Austin, Texas 78759-2439 • PH: 800-695-2919 • FAX: 800-211-5454 • buyboard.com
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REQUIRED FORMS CHECKLIST
(Please check (J) the following)
Completed: Proposer's Agreement and Signature
Completed: Vendor Contact Information
Completed: Felony Conviction Disclosure and Debarment Certification
Completed: Resident/Nonresident Certification
Completed: No Israel Boycott Certification
Completed: No Excluded Nation or Foreign Terrorist Organization Certification
Completed: Historically Underutilized Business (HUB) Certification)
Completed: Construction Related Goods and Services Affirmation
Completed: Deviation/Compliance
Completed: Location/Authorized Seller Listings
Completed: Manufacturer Dealer Designation
Completed: Texas Regional Service Designation
Completed: State Service Designation
Completed: National Purchasing Cooperative Vendor Award Agreement
Completed: Federal and State/Purchasing Cooperative Experience
Completed: Governmental References
Completed: Marketing Strategy
Completed: Confidential/Proprietary information
Completed: Vendor Business Name with IRS Form W-9
Completed: EDGAR Vendor Certification
Completed: Proposal Invitation Questionnaire
Completed: Required Forms Checklist
Completed: Proposal Specification Form with Catalogs/Pricelists
*Catalogs/Pricelists must be submitted with proposal response or response will not be considered.
Proposal Forms COMM/SVCS v.01.12.2018
Page 39 of 61
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-1-
ON-DEMAND SUBSCRIPTION SERVICES AGREEMENT
(Last modified January 13, 2018)
Thanks for using our on-demand subscription services. These terms define the terms and conditions
on-demand subscription services
on-demand subscription services. If you have any questions about our
terms, feel free to contact us.
ncluding a few definitions that should help you understand this agreement.
This On-Demand Subscription Services Agreement (this between you and Pitney Bowes
of Canada Ltd. (). This Agreement will only apply if the on-demand subscription
services are not covered by one or more separate On-
Demand Subscription Services Agreements. Your on-demand subscription services may also require one
or more Statements of Work (each a SOW .
The web sites through which you access the on-demand subscription services (each a ; the on-
demand subscription services and the Sites are s ) are owned and
operated by us or our vendors. Additional product-specific license and lease terms applicable to certain
of the Services can be found at www.pitneybowes.com/ca/en/smb-terms/on-
demand-subscription-services-product-terms.html and are incorporated into this Agreement.
1. Eligibility
In order to use the Services, you must provide true, complete and up to date contact information for so
long as you access the Services. You s in a way that violates any laws or
regulations, including any relating to data protection and privacy. We may refuse service or close your
account if you fail to comply with this Agreement.
2. Use of the Service
a) As long as you continue to comply with the terms of this Agreement, we grant you a non-exclusive,
non-transferable license to access and use the Services for the number of months, and for up to the
number of users, transactions, or other volume metrics specified in the Order. If applicable, you may
upgrade your plan for additional fees. We are licensing the Services to you, and we reserve all rights to
the Services not expressly granted to you in this Agreement.
b) You agree that you will use the Services only for business or commercial purposes and not for
personal, family or household purposes.
c) s for or make the Services available to any third party. In addition, you
agree not to use the Services to send infringing, obscene, threatening or unlawful or tortious material or
disrupt other users of the Services. Disruptions include but are not limited to denial of service attempts,
distribution of advertising or chain letters, propagation of computer worms and viruses, or use of the
Services to make unauthorized entry to any other device accessible via the Services. For the Services
and related software, you will not (i) make derivative works; (ii) sublicense, sell, rent, lease, lend, time-
share, disclose, transfer or host the Services, documentation or any other confidential or proprietary
-2-
information to or for any other parties; (iii) use the Services
materials unless you have the legal right to do so;; (iv) distribute any part of the Services over any
network, including a local area network; or (v) extract any data from the Services and use such data for
any purpose other than for your use of the Services.
d) If you are delivered software for on premise installation as part of the Service (Softwar ) the
following additional terms apply: (i) reverse engineer, decompile or disassemble the
Software; (ii) make copies of the Software, other than a reasonable number of copies for use for disaster
recovery purposes; and (iii) separate the components of the Software, or install and use such
components separately and independently of the Software they comprise.
e) If you do not comply with this Section 2, you will be in material breach of this Agreement, and we will
have the right to immediately terminate your use of the Services.
3. Term and Termination; Suspension
a) The term of this Agreement begins on the effective date of the Order and will remain in effect for
each Service for the duration of the Order or SOW applicable to such Service. Each Order or SOW will be
effective as of the date in such Order or SOW and will remain in effect until its expiration or until your
account is closed. If this Agreement is terminated, any Order entered into beforehand will, unless
terminated under another provision of this Agreement, remain in effect for its entire term and this
Agreement will remain in effect for the Order until its termination.
b) Except as set forth in an Order, SOW or Product Terms, you or we may terminate your account at any
time and for any reason by giving thirty days notice to the other and we may suspend the relevant
Service to you at any time, with or without cause.
c) We may at any time without notice: i) refuse to accept your Orders for the Sites and/or Services; ii)
move, suspend or terminate all or any part of the Sites and/or Services; or iii) refuse to fulfill any Order
or any part of any Order or terminate your account and delete any content stored in your account if, in
our sole discretion, if you violate any laws in connection with your use of the Sites or the Services or if a
competent regulatory authority requires us to do so.
d) Once your use of a Service is terminated, (i) we may permanently delete your account and all the data
associated with it, (ii) you must immediately stop using the Service and Software, and remove any
Software from the computers on which it was installed, (iii) each party will promptly return or destroy all
confidential information of the other party; and (iv) your access to the Service will continue through the
current billing period for access to the Service (illing Period for which you have paid in advance,
unless you have failed to comply with this Agreement, in which case your access will be immediately
revoked. .
e) Termination of this Agreement will be in addition to and not in lieu of any other legal or equitable
remedies available to us.
4. Changes
We may change the Services and any features from time to time, and if such changes are material, we
will notify you by sending an email to the last email address you gave to us. If you do not wish to
continue using the modified Services, you may terminate your use of the Service, effective the last day
of the current Billing Period for which you have paid in advance. We may change any terms of this
Agreement and the fees charged for using the Services by posting revised terms and/or fees on the Sites
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and/or by sending an email to the last email address you gave to us. The new terms and new fees will be
effective on the first day of the next Billing Period and will apply thereafter. By continuing to use the
Services after any such changes, you agree to be bound by such changes. If you do not wish to agree to
the new terms or the new fees, you must stop using that portion of the Services affected immediately.
5. Account and Password
By registering for the Services, you will be prompted to establish certain passwords and provide other
access information to enable you to use the Services. You represent that you have all necessary
authority to establish an account with us on behalf of the business. The account name, password and
access information is confidential information and should be used solely by you to access your account
and use the Services. You are responsible for keeping your account name, password and access
information confidential. You will take all reasonable steps to prevent unauthorized access to your
account and you will immediately notify us of any unauthorized use of your accounts or any other
breach of security
6. Account Disputes
about an account that's not yours. We decide who owns an account based on the information that has
been provided to us with respect to the account, and if multiple people or entities are identified, then
we will rely on the contact information listed for that account.
7. Fees; Payment Terms
a) You will pay the fees for the use of the Services which are posted on the Sites or described in an
Order or SOW, and may be changed from time to time, unless specified as conditions of a subscription
type. These fees do not include: (i) any applicable sales, use, property, excise or other taxes (except for
taxes based on our net income), which will be separately identified on your invoice; (ii) usage-based fees
for the Services, which will be separately identified on your invoice, and (iii) charges for any services not
contemplated by this Agreement, such as special programming, which may be available upon request
and are subject to our then-current rates. Except as provided in an Order or SOW, your subscription for
the use of the Services will be billed in advance with the first payment due at the time of registration
and with each subsequent payment due on the due date specified in the invoice for the payment.
b) We will automatically charge your payment source the cost of your subscription at the beginning of
each Billing Period. Please note that we may receive updated billing information regarding your credit
card account or other payment source and you consent to us receiving such updates.
8. Personal Information
If any of the Services collects or stores individually identifiable personal information, then we will
comply with our privacy statement located at http://www.pitneybowes.com/ca/en/our-
company/privacy-policy.html as it may be updated by us from time to time .
9. Trademarks
Pitney Bowes, the Pitney Bowes logo, and associated brand names and domain names are our
intellectual property in the United States and other countries. All marks not owned by us are the
property of their owners. You may not use, and nothing contained on the Sites or in this Agreement
grants any right to use, any trademark displayed on the Site without our written permission or from the
owner of the trademark. In addition, except as explicitly set forth in this Agreement, you will not use
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any copyrighted work displayed on the Sites or any of our other intellectual property without our prior
written consent.
10. Feedback; Data
a) You grant to us (and our affiliates and vendors, if applicable) the right to use the data you provide to
us as necessary to provide the Services and as provided in our Privacy Statement. We reserve the right
to use, without limitation, any anonymized or aggregated data that does not identify you or any user of
the Service relating to use of the Service. We retain the right to use data derived from your use of the
Service for our internal purposes and for the purposes of performing analytics on the Service, or for
improving or enhancing the Service or other products or services offered by us to our customers, all in
accordance with the Privacy Statement.
b) You assign to us all right, title, and interest (including all rights in copyright and resulting patents) in
any data, feedback, suggestions, and written materials provided to us related to your use of the
Services.
c) ensure that you have the appropriate rights to (including the right to provide to us) all data,
files, materials or other information that you provide to us in connection with our provision of the
Services.
11. LIMITATION OF LIABILITY
a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ASSUME FULL RESPONSIBILITY FOR ANY LOSS
THAT RESULTS FROM YOUR USE OF OR INABILITY TO USE THE SERVICE AND WE WILL NOT BE LIABLE
FOR ANY SUCH LOSS. IF THE WAIVER OF LIABILITY IN THE PREVIOUS SENTENCE IS NOT PERMITTED BY
LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS MADE RELATING TO YOUR USE OF OR INABILITY TO USE
THE SERVICE IN ANY BILLING PERIOD WILL BE NO MORE THAN WHAT YOU PAID US TO PROVIDE THE
SERVICE FOR THE PREVIOUS BILLING PERIOD.
b)
DAMAGES, INCLUDING LOSS OF PROFIT OR REVENUE, LOST POSTAGE, LOST BUSINESS
OPPORTUNITIES, BUSINESS INTERRUPTION OR LOST DATA YOU MAY SUFFER UNDER ANY
CIRCUMSTANCES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, OR FOR
ANY CLAIM BY ANY OTHER PARTY.
12. INDEMNITY
YOU AGREE TO INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ANY AND ALL LOSSES,
SERVICE OR RELATED TO ANY BREACH OF THIS AGREEMENT BY YOU OR ANY USER AUTHORIZED BY
YOU. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER
SUBJECT TO INDEMNIFICATION BY YOU AND YOU AGREE TO COOPERATE WITH US IN MAKING THE
DEFENSE. THIS SECTION 12 WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT OR AN ORDER
INDEFINITELY.
13. SERVICE AVAILABILITY; DISCLAIMERS
a) YOUR ACCESS TO AND USE OF THE SERVICES MAY BE INTERRUPTED FROM TIME TO TIME FOR
VARIOUS REASONS, INCLUDING MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE
OR REPAIR OF THE SITES, OR OTHER ACTIONS THAT WE MAY ELECT TO TAKE.
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b) EXCEPT AS EXPRESSLY STATED IN ANY PRODUCT SPECIFIC TERMS, TO THE MAXIMUM EXTENT
PERMITTED BY LAW, THE SERVICES AND THE CONTENT ON THE SITES, INCLUDING ANY THIRD PARTY
SERVICE OR DATA,
EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT. WE
THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT WE WILL CORRECT ALL
ERRORS.
14. Third Party Sites
The Sites and this Agreement may contain links to third party websites, including links to the websites of
contents of any Linked Site, including any link contained in a Linked Site, or any changes or updates to a
Linked Site. You should contact the site administrator or webmaster for those Linked Sites if you have
any concerns regarding such links or the content located there.
15. Compliance with Laws
Each party will comply with all applicable federal, provincial and local laws, rules and regulations,
including export regulations and privacy laws. You will be solely responsible for the content of all data
submitted to us in connection with our provision of the Services and will comply with all laws, rules and
regulations relating to the use, disclosure and transmission of such data.
16. Assignments
You may not assign any of your rights under this Agreement to anyone else. We may assign or
subcontract our rights to any other individual or entity at our discretion.
17. Choice of Law; Arbitration; WAIVER OF JURY TRIAL
a) This Agreement will be governed by the laws of the Province of Ontario without regard to its
principals of conflict of laws.
b) If we file an action against you claiming you breached this Agreement and we prevail, we will be
c)
YEAR FROM THE DISCOVERY OF THE CLAIM OR CAUSE OF ACTION WILL BE DEEMED WAIVED . ANY
DISPUTE BETWEEN THE PARTIES WILL BE RESOLVED EXCLUSIVELY BY INDIVIDUAL BINDING
ARBITRATION GOVERNED BY THE NATIONAL ARBITRATION RULES OF THE ADR INSTITUTE OF CANADA,
INC. AND YOU AGREE TO GIVE UP THE RIGHT TO LITIGATE DISPUTES IN COURT . Neither party
will seek to have any dispute heard as a class action, private attorney general action, or in any other
proceeding in which either party acts or proposes to act in a representative capacity. Any arbitration will
be conducted by the ADR. In the case of: (i) any dispute involving $75,000 or less, we will reimburse your
filing fees and pay the ADR
$75,000, the ADR rules will govern payment of filing fees and the ADR
expenses.
d) This Section 17 will survive any termination of this Agreement or an Order indefinitely.
18. Force Majeure
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Except for a be liable for any delays or failure in
performance from any cause beyond their control. This includes acts of God, changes to law or
regulations, embargoes, war, terrorist acts, riots, strikes, power disruptions, and any disruption of
internet service not caused by us.
19. Notices
Notices under this Agreement will be effective (i) in the case of a notice to you, when we send it to the
last email or physical address you gave us or any address you may later provide; (ii) in the case of a
notice to us alleging a breach of this Agreement, when delivered to us by email to legalnotices@pb.com
along with a copy sent to 5500 Explorer Drive, Mississauga, ON L4W 5C7; and (iii) in the case of any
other notice to us, when delivered to us by physical mail to Pitney Bowes of Canada Ltd., PO Box 278,
Orangeville, ON, L9W 2Z7 or when you create a case at
https://www.pitneybowes.com/ca/en/support/topics/account/how-to-submit-a-service-request-using-
my-account.html .
21. Independent Contractor
Nothing contained in this Agreement will be construed to constitute either party as a partner, joint
venturer, co-owner, employee or agent of the other party, and neither party will hold itself out as such.
22. Miscellaneous
Neither party will be subject to pre-printed or standard terms contained on any purchase order or other
purchasing document, and we specifically disclaim such terms. If there a conflict between the Product
Terms and any other provision of this Agreement, the Product Terms will govern and control. Each Party
will cooperate with the other and take such other actions as may reasonably be requested from time to
time in order to carry out the intent and accomplish the purposes of this Agreement, including our right
to verify your compliance with this Agreement and any Orders at all locations which you access the
Services.
rights under this Agreement, and we may still take action at a later point. Each party will also keep
confidential the terms and conditions of the Agreement and the SOW(s).
23. Language The parties agreed to draft this Agreement as well as other related documents, including
communications and notices, in English. Les parties ont convenu que ce contrat ainsi que d'autres
documents qui s'y rattachent, notamment des messages et des avis, pouvaient être rédigés en langue
anglaise.
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ON-PREMISE SOFTWARE LICENSE AGREEMENT
(Last modified January 13, 2018)
Thank you for choosing our software product(s) listed in your order fo .
This is an
agreement between the entity identified on the Order ) and Pitney Bowes of Canada Ltd or
During the Term (defined in Section 1(a)), we will provide the Licensed Products listed in the Order, and which
may be further defined in a Statement of Work referencing these terms . The Order, these terms and the
. In the event of a conflict between the Order, these terms and
the SOW(s), these terms will control, followed by the Order then the SOW. This Agreement affects your rights and
contains warranty disclaimer and binding arbitration provisions.
1. License
a) The Licensed Products and all related materials are proprietary to us and our licensors and suppliers. As long as
you comply with the terms of this Agreement, we will grant a limited, non-exclusive, non-transferable, license to access
and use the Licensed Products during the Term. The "Term" is: (i) perpetual in the case of a Purchase Agreement Order;
or (ii) the term of the lease subject to a Lease Agreement Order. We are not selling the Licensed Products to you and,
other than the license we are granting, we reserve all rights to the Licensed Products not expressly granted in this
Agreement.
b) You are authorized to install and use the Licensed Products on a Computer, or hardware provided by us, in each
case with User access as defined in the Documentation (defined in Section 2(d)) or applicable SOW.
the server or server configuration or load balanced application servers, terminal or computer identified in an Order or
SOW on which the Licensed Products are authorized to be installed and used.
you to use the Licensed Products under an Order or SOW regardless of whether the individual is actively using the
Licensed Products at any given time.
2. Use of Licensed Products
a) You agree that you will use the Licensed Products and any data generated from the Licensed Products only for
business purposes and not for personal, family or household purposes. The Licensed Products include any
enhancements, updates, upgrades, modifications, new releases and corrective programming to the Licensed Products or
Documentation that are provided as part of software maintenance will be
installed and used only at the location described in an Order or any other location as to which we have consented to the
transfer of the Licensed Products in accordance with Section 2(c) (Instal and only on the hardware provided
by us or the Computer described in an Order or SOW. Remote access to the Licensed Products directly or indirectly
through a server, the Internet, independent software application or otherwise to your computer from locations other
than your Installation Site, and use of the Licensed Products to perform services for any third parties, including your
affiliates, are prohibited. Additional terms of authorized use will be described in your Order or SOW and may include,
among other things, limitations on: (i) the number of Users; and (ii) the number of transactions processed or individual
data records accessed using the Licensed Products. Licensed Products licensed for desktop use by a specific number of
Users may be installed on the number of devices equal to the number of licenses purchased, or may be installed on
multiple devices so long as the number of Users do not exceed the number of User licenses purchased.
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b) Additional product-specific license terms applicable to certain of the Licensed Products
found in Exhibit A and are incorporated into this Agreement. If there is a conflict between the Product Terms and any
other provision of this Agreement, the Product Terms will control.
c) If the Licensed Product is for a designated Computer, you do not need our consent to transfer the Licensed
Product from one computer system to another at the Installation Site. However, you need our consent if you wish to
transfer the Licensed Product to another location. After obtaining our consent to a transfer to another location, you will
certify to us in writing that all copies of the Licensed Product at the prior location were either transferred to the new
location or destroyed.
d) You may make a reasonable number of copies of the Licensed Products and Documentation solely for back-up or
disaster recovery purposes.
Products. The Documentation may be modified from time-to-time to incorporate Enhancements. You must reproduce all
copyright, trademark, trade secret and other proprietary notices in your copies. The back-up or disaster recovery copies
can only be used to perform disaster recovery testing or if the Computer where the Licensed Products are installed
becomes inoperative, those copies cannot be used for recovery production or testing concurrently with the production
or testing copies of the Licensed Products. If the Computer becomes inoperative, the Licensed Products can only be
used on a back-up computer utilizing the same operating system.
e) Upon prior written notice to us, you may permit a third party contractor to access and use the Licensed Products
solely for your benefit, so long as: (i) the contractor agrees to comply fully with all terms and conditions of this
Agreement; (ii) you remain responsible for the contractor's compliance with this Agreement and any breach; (iii) any
User limitation includes User licenses allocated to contractors; and (iv) the contractor is not a competitor of ours. All
rights granted to any contractor under this Agreement terminate immediately upon termination or expiry of this
Agreement. Upon termination of such rights, the contractor must immediately cease all use, un-install and destroy all
copies of the Licensed Products and Documentation, and must certify in writing its compliance with this Section upon
our request.
3. General Use Restrictions
a) For the Licensed Products, you will not: (i) make derivative works; (ii) sublicense, sell, rent, lease, lend, time-
share, disclose, transfer or host the Licensed Products, Documentation or confidential or proprietary information to or
for any other parties; (iii) use the Licensed Products to modify or reproduce third party material unless you have the
legal right to do so; (iv) attempt to unlock or bypass any initialization system, encryption methods or copy protection
device in the Licensed Products; (v) alter, remove or obscure any patent, copyright or trademark notice in the Licensed
Products or Documentation; (vi) reverse engineer, decompile or disassemble or remove functions of the Licensed
Products or any portion of them; (vii) make copies of the Licensed Products or Documentation, except as authorized in
Section 2(d); (viii) modify, alter or change the Licensed Products; (ix) use components of a Licensed Product independent
of the Licensed Products they comprise; or (x) extract any data from the Licensed Product and use such data for any
purpose other than for your use of the Licensed Product.
b) You will not use the Licensed Products in the operation of a time-sharing or service bureau arrangement or as an
application service provider. You will not allow access to the Licensed Products through any other means than those
indicated in the Order or in any SOW.
4.Fees; Payment Terms
a) You will pay the fees for the Licensed Products, maintenance, training and any other fees described in an Order
(which may include financing provisions). All fees and any applicable taxes are due and payable within 30 days from the
date of our invoice. You will pay a late charge of 1.5% per month or the highest amount permitted by law, whichever is
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less, on any fees not paid by the due date. Unless otherwise identified in an Order, all fees are stated in and will be paid
in Canadian currency.
b) The fees do not include any amount for taxes. You will pay all sales, use, property, excise and other taxes
imposed with respect to the products and/or services. If any sales, use, excise or other taxes (except for taxes based on
our net income) are required to be collected, we will separately identify on your invoice issued in connection with an
Order.
c) If the number of locations or the number of Users or Computer systems exceeds what is permitted by and/or
paid for under an Order, we may charge you for the appropriate license and software maintenance fees based on the
excess and at the applicable rates then in effect.
5.Indemnity and Procedures
a) Subject to Section 5(c), we will indemnify and hold you harmless from all losses, damages, and reasonable costs
and expenses arising out of a claim by a third party that the Licensed Products infringe or misappropriate any copyright,
trade secret, trademark or patent. We will have no obligation to indemnify, defend and hold you harmless for any
claim or suit that is based on Third Party Content (defined in Section 10) except to the extent that our licensors or
suppliers of such Third Party Content have indemnified us.
b) If the Licensed Products are subject to a claim of infringement or misappropriation, or if we reasonably believe
that the Licensed Products may be subject to a claim, we will at our option either: (i) replace the Licensed Products with
functionally equivalent software; (ii) modify the Licensed Products while retaining substantively equivalent functionality;
(iii) procure at no cost to you the right to continue to use the Licensed Products; or (iv) if (i), (ii) or (iii) are not
commercially reasonable, we will notify you to terminate use of the Licensed Products. If we direct you to terminate use
(or a permanent injunction is issued against such use), you will immediately do so and your remedies, in addition to this
indemnity, will be limited to a pro rata refund of the current maintenance fees unused at the time of termination plus
license fees previously paid for the Licensed Products that are subject to the infringement or misappropriation claim
based on: (1) a term of 60 months following execution of the applicable Order for a perpetual license; or (2) any pre-paid
but unused fees for the balance of a term license. If your Order is a lease and we direct you to terminate use of the
Licensed Products, after the effective date of termination we will release you from your payment obligations with
respect to the license and software maintenance fees for the Licensed Products included in your payments under the
lease due after the effective date of termination.
c) We will have no obligation to indemnify you if the infringement or misappropriation results from your: (i)
modification of the Licensed Products; (ii) combination, operation or use of the Licensed Products with software
products which are not ours; (iii) use of the Licensed Products in breach of this Agreement; or (iv) use of other than the
most current release of the Licensed Products if a claim of infringement or misappropriation could have been avoided by
your use of the current release of the Licensed Products, provided we delivered the superseding version to you and
notified you of the need to use it.
d) You will indemnify, defend and hold us harmless from all claims and suits (including reasonable attorneys fees)
against us by a third party based on: (i) any event described in Section 7(c) Warranty/Disclaimers that would cause the
warranty in this Agreement to be inapplicable; or (ii) use of a release of the Licensed Products that is not the most
current release made available to you to the extent that a claim or suit could have been avoided or mitigated by your
use of the most current release.
e) You or we (the "Indemnified Party") will give the other (the "Indemnifying Party") prompt written notice of any
matter with respect to which the Indemnified Party intends to seek indemnification under this Agreement (a "Claim"),
provided, that the failure or delay in providing notice will not relieve the Indemnifying Party from any obligation to
indemnify the Indemnified Party except to the extent that the failure or delay prejudices the defense of any Claim. The
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Indemnifying Party may, at its election, conduct and control the defense of the Claim with counsel selected by it, subject
to the Indemnified Party's consent, not to be unreasonably withheld or delayed. The Indemnified Party agrees to
cooperate with the Indemnifying Party and its counsel in investigating and/or contesting any Claim. No compromise or
settlement of the Claim may be effected by the Indemnifying Party without the Indemnified Party's prior written
consent, which will not be unreasonably withheld or delayed.
6.Software Maintenance; Training
a) We will provide software maintenance in accordance with the terms you will find at
http://www.pitneybowes.com/us/license-terms-of-use/shipping-and-mailing-maintenance-services-terms.html.
b) We will provide product training as specified in an Order or SOW.
7. Warranty; Disclaimers
a) We represent and warrant that during the Warranty Period the Licensed Products will conform to all substantial
operational functions of the Licensed Products described in the Documentation or in the applicable SOW. Except as set
out in any Product Terms, the "Warranty Period" is 90 days from the date the Licensed Product is delivered to you. If the
Licensed Products do not conform during the Warranty Period, we will, at our option: (i) repair or replace the Licensed
Product; or (ii) refund the license and software maintenance fee for the non-conforming Licensed Product. If the
Licensed Product is subject to a lease, we will refund payments made for the license and software maintenance fee and
secure a release from future payments of the license and software maintenance fee under the lease. In the case of
clause (ii), this Agreement will be terminated as it applies to the relevant Licensed Product.
b) If we supply carrier rate information ("Rate Information") to you in connection with this Agreement, the media
upon which the Rate Information is supplied are warranted to be free from defects for a period of 90 days after
installation. Your sole remedy for breach of this warranty will be replacement of the Rate Information media. We do not
warrant that the Rate Information itself is accurate. We will have no liability for any damages you may incur as a result
of your use of the Rate Information.
c) There is no warranty if the Licensed Products failed to perform because of your use of the Licensed Products in a
manner not authorized by this Agreement or for a purpose other than the ordinary purpose for which it is designed. The
warranty does not apply if the Licensed Products have been altered, modified, converted or repaired by anyone other
than us.
d) EXCEPT AS EXPRESSED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LICENSED
PRODUCTS, DOCUMENTATION, SOFTWARE MAINTENANCE AND OTHER SERVICES ARE PROVIDED BY US "AS IS"
WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RESULTS, RELIABILITY, PERFORMANCE AND NON-
INFRINGEMENT OR ANY INFORMATION GENERATED BY YOUR USE OF THE LICENSED PRODUCTS OR DOCUMENTATION.
WE MAKE NO WARRANTY THAT THE LICENSED PRODUCTS WILL MEET YOUR OR ANY THIRD PARTY'S REQUIREMENTS,
WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR FREE FROM OTHER DEFECT OR FAILURE, OR WILL BE COMPATIBLE
WITH OR OPERATE IN COMBINATION WITH ANY OTHER SOFTWARE OR HARDWARE SELECTED OR USED BY YOU OR ANY
THIRD PARTY, OR THAT ANY DEFECT IS CORRECTABLE.
8.Limitation of Liability
A) TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ASSUME FULL RESPONSIBILITY FOR ANY LOSS THAT
RESULTS FROM YOUR USE OF OR INABILITY TO USE THE LICENSED PRODUCTS AND WE WILL NOT BE LIABLE FOR ANY
SUCH LOSS. IF THE WAIVER OF LIABILITY IN THE PREVIOUS SENTENCE IS NOT PERMITTED BY LAW, OUR TOTAL LIABILITY
FOR ALL CLAIMS MADE RELATING TO YOUR USE OF OR INABILITY TO USE THE LICENSED PRODUCTS IN ANY BILLING
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PERIOD WILL BE NO MORE THAN WHAT YOU PAID US FOR THE LICENSED PRODUCTS FOR THE PREVIOUS BILLING
PERIOD.
B) WE WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,
INCLUDING LOSS OF PROFIT OR REVENUE, LOST POSTAGE, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION
OR LOST DATA YOU MAY SUFFER UNDER ANY CIRCUMSTANCES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF THOSE DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
9.Term; Termination
a) The Term of this Agreement begins on the date you sign an Order and will remain in effect for the Term of the
Licensed Products.
b) A party may terminate this Agreement if the other party commits a material breach of this Agreement and fails
to cure the breach within 30 days after receipt of written notice of the breach, or if either party becomes insolvent or
files for bankruptcy.
c) We may terminate this Agreement under Section 5(b).
d) We can terminate immediately by giving notice to you, without opportunity to cure, if you breach Sections 3
General Use Restrictions, 14(e) export terms, or the Carrier Agreements, as defined in Section 10(a).
e) Upon termination or expiry of this Agreement, you will stop using the Licensed Products and you will
irretrievably delete and/or remove them from your Computer systems and, if not deleted and/or removed, return the
Licensed Products and Documentation together with all copies to us; and you will certify compliance with this Section in
writing.
f) You
proprietary rights or confidential information will cause us and/or the third party irreparable injury for which there
exists no adequate remedies at law, and therefore we will be entitled to injunctive relief, without posting any bond, in
addition to all other remedies provided in this Agreement or available at law.
g) Any provision of this Agreement which expressly or by implication is intended to come into or continue in force
on or after termination of this Agreement, including Sections 1(a) proprietary rights, 3, 5, 7, 8, 9(f) and (g), and 14, shall
remain in full force and effect.
10. Third Party Content; Regulated Functionality
a) Various third party software and other documentation ("Third Party Content") may have been incorporated into
the Licensed Products by us under permission from our licensors and suppliers. Canada Post ("Canada Post") or other
governmental bodies may regulate certain functionality of the Licensed Products. Special terms and conditions
applicable to the Third Party Content are included in separate carrier agreements available to you as click through
, and you agree to comply with such terms and conditions. Any terms and conditions
in the Carrier Agreements that are inconsistent with, or in addition to this Agreement will control with respect to the
Third Party Content or its functionality. If, from time to time, the Carrier Agreements are amended, we will provide you
the revised portions to reflect, (a) changes in our arrangements with our licensors or suppliers for Third-Party Content,
or (b) regulatory requirements. License terms applicable to use of the Canada Post data found at
http://www.pitneybowes.com/us/license-terms-of-use/canada-post-terms.htmlare incorporated in this Agreement by
reference.
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b) If our license to any Third Party Content terminates, you agree: (i) that this Agreement and all other agreements
with us or any of our affiliates and you (e.g., equipment) will remain in full force and effect in accordance with their
terms; (ii) upon our written request, to discontinue use of, and/or return the terminated Third Party Content; and (iii) in
the event of such request for discontinuance, we will have no further obligation to you with respect to the Third Party
Content.
c) You will be solely responsible for: (i) entering into your own arrangements with third parties, including carriers,
for software functionality not provided by us as part of the Licensed Products; and (ii) payment of all fees for third-party
software not expressly included in the License fee paid under the Order, including fees associated with your operating
environment.
11. Force Majeure
Except for payment obligations, neither party will be liable for any delays or failure in performance from any
cause beyond their control.
12. Assignment
You may not assign any of your rights under this Agreement to anyone else. We may assign or subcontract our rights to
any other individual or entity at our discretion.
13. Use of Information; Data; Publicity
a) We may collect and use information you provide to us or we obtain or which is derived from your use of the
Licensed Products (including shipping information) or software maintenance and other services for the Licensed
Products; provided that such information will be used for our internal purposes related to systems analysis and research,
customer segmentation and/or the manner or method in which we conduct business with our customers.
b) You grant to us (and our affiliates and vendors, if applicable) the right to use the data you provide to us as
necessary to provide the services through the Licensed Products and as provided in our Privacy Statement at
http://www.pitneybowes.com/ca/en/our-company/privacy-policy.html.
c) You assign to us all right, title, and interest (including all rights in copyright and resulting patents) in any data,
information, feedback, suggestions, and written materials provided to us related to your use of the Licensed Products.
d) You will ensure that you have the appropriate rights to (including the right to provide to us) all data, files,
materials or other information that you provide to us in connection with our provision of the Licensed Products.
e) You agree that we can use your name in our client list and identify you as a client when communicating with
prospective clients, in each case along with our product or service that you are using. You agree that we can use your
name and logo in marketing content, including in an advertising campaign, with your prior consent.
14. General
a) If you or we do not immediately take action on a violation of this Agreement, we are not giving up any rights
under this Agreement, and we may still take action at a later point.
b) Notices under this Agreement will be effective: (i) in the case of a notice to you, when we send it to the last
email or physical address you gave us or any address you may later provide; (ii) in the case of a notice to us alleging a
breach of this Agreement, when delivered to us by email to legalnotices@pb.com along with a copy sent to Pitney
Bowes of Canada Ltd., 5500 Explorer Drive, Mississauga, ON L4W 5C7; and (iii) in the case of any other notice to us,
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when delivered to us by physical mail to Pitney Bowes of Canada Ltd., PO Box 278, Orangeville, ON L9W 2Z7 or when you
create a case at https://www.pitneybowes.com/ca/en/support/topics/account/how-to-submit-a-service-request-using-my-
account.html (follow instructions .
c) If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal or
unenforceable, such provision will be severed from this Agreement and the other provisions will remain in full force and
effect.
d) If physical delivery of the Licensed Products is required, delivery will be FOB point of origin. We may, to the
extent available, deliver the Licensed Products, Enhancements or key codes electronically via the Internet or permit you
to download the Licensed Products, Enhancements or key codes from our website.
e) You agree to comply with all applicable export control laws and regulations.
f) Nothing contained in this Agreement will be construed to constitute either party as a partner, joint venturer, co-
owner, employee or agent of the other party and neither party will hold itself out as such.
15. Choice of Law; Arbitration; WAIVER OF JURY TRIAL
a) This Agreement is governed by the laws of the Province of Ontario.
b) If we file an action against you claiming you breached this Agreement and we prevail, we will be entitled to
c)
THE DISCOVERY OF THE CLAIM OR CAUSE OF ACTION WILL BE DEEMED WAIVED . ANY DISPUTE BETWEEN THE PARTIES
WILL BE RESOLVED EXCLUSIVELY BY INDIVIDUAL BINDING ARBITRATION GOVERNED BY THE NATIONAL ARBITRATION
RULES OF THE ADR INSTITUTE OF CANADA, INC. AND YOU AGREE TO GIVE UP THE RIGHT TO LITIGATE
DISPUTES IN COURT. Neither party will seek to have any dispute heard as a class action, private attorney general action,
or in any other proceeding in which either party acts or proposes to act in a representative capacity. Any arbitration will
be conducted by the ADR. In the case of: (i) any dispute involving $75,000 or less, we will reimburse your filing fees and
pay the ADR 5,000, the ADR rules will
govern payment of filing fees and the ADR
d) This Section 15 will survive any termination of this Agreement or an Order indefinitely.
16. Verification
With 10 days written notice to you, we or our designated third party may verify your compliance with this Agreement at
all locations and for all environments in which you use the Licensed Products. The verification will take place no more
than one time per twelve-month period during normal business hours in a manner that minimizes disruption to your
work environment. We may use an independent third party under obligations of confidentiality to provide assistance.
We will notify you in writing if any such verification indicates that you have used the Licensed Products in excess of the
use authorized by this Agreement. You agree to enter into an additional Order and pay all associated fees directly to us
for the charges that we specify, including: (i) any excess use; (ii) maintenance and/or subscription fees for the excess use
for the duration of such excess; and (iii) any additional charges determined as a result of the verification.
17. Language. The parties agreed to draft this Agreement as well as other related documents, including
communications and notices, in English. Les parties ont convenu que ce contrat ainsi que d'autres documents qui s'y
rattachent, notamment des messages et des avis, pouvaient être rédigés en langue anglaise.
18. Entire Agreement
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This Agreement is the entire agreement between us and supersedes all prior written or verbal agreements, proposals,
understandings and discussions. We will not be subject to pre-printed or standard terms contained on any purchase
order or other purchasing document, and we specifically disclaim such terms. This Agreement cannot be modified unless
agreed to by both you and us in writing.
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Exhibit A
Product Terms
If you have ordered the following products, your use of that product will be subject to the Product Terms below.
Capitalized terms not defined below will have the same meanings set out in this Agreement.
SendSuite® Live
Warranty
Due to its installation procedures, the Warranty Period for the SendSuite Live shipping software for multiple sites
("Multi-Site Software") is 90 days from the date of Acceptance of the Multi-Site Software at the initial site. "Acceptance"
will be deemed to have occurred on the earlier of: (i) when you have indicated acceptance of the Licensed Products; (ii)
during such period; or (iii) when the Licensed Products have been installed and conform to all substantial operational
functions described in the user manual. You will not unreasonably withhold or delay Acceptance.
SendSuite® Live, SendSuite® Tracking, SendSuite® Xpress
Publicity
At our request: (i) you will speak at one industry seminar or trade show per year, subject to your availability and with
your reasonable out-of-pocket travel expenses paid for by us; (ii) we may publish a case study(s) about your use of the
Licensed Products, and use the study(s) for marketing, promotional and other reasonable purposes. You will have the
opportunity to review and comment on the study(s) prior to initial use by us and agree to provide any comments you
may have after receipt of a draft study (and in any event within 30 days after receipt); and (iii) you will serve as a
reference for other potential or actual customers or ours, host up to 4 visits a year by such customers and participate in
telephone calls with customers, subject to any reasonable objection you may have to a visit by, or telephone call with,
any particular customer. For these purposes, you grant us a limited, non-exclusive, nontransferable, worldwide,
irrevocable royalty-free license for the Term of this Agreement or any other agreement between us to use your trade
names and associated logos or any of your affiliates ("Client Marks"). We acknowledge that use of any Client Mark will
not create in us any right, title or interest in or to such Client Marks other than what is expressed here.
SUMMARY OF LEASING PROGRAMS FOR BUYBOARD
Pitney Bowes Global Financial Services offers a variety of equipment leasing programs to enable
your agency to acquire the equipment it needs with the innovative financing solution that works best
for you.
TERM RENTAL LEASE - LTOP (INSTALLMENT PURCHASE)
This program provides a 36, 48 or 60 Month Lease and is available only to city and state
agencies, such as public school districts, municipal hospitals, police and fire departments.
Due to the tax exempt status of the Lessee, rates are much lower than standard Fair Market
Value Lease rates. Title to the Equipment passes up front and at the end of the lease term,
you own the equipment (excluding meter). (Non-profits and non-State or Local agencies are
excluded from this program). The 8038 IRS tax is required to be signed by agency. Sales
Tax will be charged, if required under Your State Statute.
STATE & LOCAL FAIR MARKET VALUE LEASE (FMV)
This program provides you with a 36, 48 or 60 Month lease term with the option to purchase
the equipment at the end of the lease for its then Fair Market Value, or you can continue
leasing the equipment based on its Fair Market Value, or return the equipment. Sales Tax will
be charged, if required under Your State Statute.
Example of lease payments based on a $10,000.00 equipment price. Monthly maintenance and
meter rental cost would be an additional payment over and above the monthly lease amount shown
below:
TERM LTOP FMV LEASE TERM LTOP FMV LEASE
36 0.0326 0.0342 36 $326.00 $342.00
48 0.0257 0.0277 48 $257.00 $277.00
60 0.0216 0.0237 60 216.00 $237.00
MONTHLY LEASE RATES
MONTHLY LEASE PAYMENT
(BASED ON $10,000 EQUIPMENT PRICE)
*Monthly payment excludes any State or
Purchase Tax. Sales and/or Purchase Tax will be
charged if required under your State Statue.
The DMT Product line is separate from SMB Products and may be leased through three
third party lending companies. The preferred lending company is PNC Equipment Finance.
The two alternative lending companies are IBM Credit LLC and Municipal Asset
Management, Inc. Separate lease terms apply which are attached.
Separate Lease Rates Apply for DMT Equipment
State and Local FMV Lease Agreement rev 1/18 1
STATE AND LOCAL FAIR MARKET VALUE LEASE TERMS
Thank you for choosing Pitney Bowes products and services. These Terms, our privacy statement (the
Order
The Privacy Statement explains how we use your information. Please read this
Agreement carefully.
PBI
Pitney Bowes Inc. Pitney Bowes We our us
You your
identified on the Order. Meter any postage meter supplied by PBI under the Order, including (i)
in the case of a Connect+®, a SendPro® P series or a SendPro C series mailing system, the postal
security device, the application platform or tablet interface, the system controller and the print engine and
(ii) in the case of all other mailing systems, the postal security device, the user interface or keyboard and
display and the print engine. Equipment the equipment listed on the Order, excluding any
Meter, standalone software, and SendKit equipment which is provided in connection with a subscription
, and any equipment provided in replacement of Covered Equipment under
Section 19(a)(ii). Lease ns set out in Sections 1 through 9.
The provisions included in these Terms consist of: (i) Lease Terms; (ii) General Terms; (iii) a Service
Level Agreement; (iv) Equipment and Postage Meter Rental Terms; (v) an Acknowledgement of Deposit
required by the United States Postal Service in any transaction involving a Meter; (vi) Purchase Power®
Terms for a limited purpose credit line that may be available to you; and (vii) provisions relating to specific
products.
LEASE TERMS
1. Lease of Equipment; Provider of Leasing Services
If you are leasing Equipment, these Lease Terms apply. PBI is the manufacturer of the Equipment.
Pitney Bowes Global Financial Services LLC, a wholly-
with the leasing services. The term of this Lease is the number of months stated on the O Lease
Term
installation if we install the Equipment. You may not cancel this Lease for any reason and all payment
obligations under this Lease are unconditional. You understand that we own the Equipment. PBI
owns any Meter as USPS regulations require. Except as stated in Section 3,
become the owner of the Equipment at the end of the Lease Term.
2. Payment Terms
We will invoice you quarterly in arrears for all payments on the Order, unless the Order says otherwise
Periodic Payment
shown on our invoice. Your Periodic Payment may include a one-time origination fee, amounts carried
over from a previous lease, software license and maintenance fees and other charges. Any Meter rental
PBI Payments
with the start of the Lease Term. After the Lease Term, your Periodic Payment will increase if your PBI
Payments increase.
3. End of Lease Options
During the 90 days before your Lease ends, you may, unless you are in default: (i) enter into a new lease
and Meter in their original condition, reasonable wear and tear excepted, and pay us our then applicable
processing fee (including any equipment return fee). If you return the Equipment and Meter, you will, as
specified by us, either properly pack and return them to us in the return box and with the shipping label
provided by us or furnish them to a service carrier specified by us to pick up and ship them to us. If you
State and Local FMV Lease Agreement rev 1/18 2
into successive month to month extensions of the term of this Lease. You may choose to cancel the
by creating a case at
pitneybowes.com/us/contact-. Upon
cancellation, you agree to either return all items as provided in this Section 3 or purchase the Equipment.
4. WARRANTY AND LIMITATION OF LIABILITY
PBI PROVIDES YOU WITH THE LIMITED WARRANTIES IN SECTION 10. PBGFS MAKES NO
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR FREEDOM FROM INTERFERENCE OR
CONSEQUENTIAL OR PUNITIVE DAMAGES) OR EXPENSE CAUSED DIRECTLY OR INDIRECTLY
BY THE EQUIPMENT.
5. Equipment Obligations
You will keep the Equipment free from liens and in good condition and working order. We may inspect the
Equipment and related maintenance records. You may not move the Equipment from the location
specified on the Order without our prior written consent.
6. Risk of Loss and ValueMAX®Program
(a) You bear the entire risk of loss, theft, damage or destruction to the Equipment from the date of
shipment by us until the Equipment is returned to, and received by, us, regardless of cause, ordinary
wear and tear Loss
You must immediately notify us in writing of any Loss. To protect the Equipment from loss, you will either:
(i) keep the Equipment insured against Loss for its full replacement value under a comprehensive policy
Insurance
PBGF
(b) YOU MUST CALL US AT 1-800-732-7222 OR GO TO www.pitneybowes.com/us/valuemaxoptout
AND PROVIDE US WITH EVIDENCE OF INSURANCE IF YOU DO NOT WISH TO BE ENROLLED IN
THE VALUEMAX PROGRAM.
in our equipment replacement program (ValueMAX), we may include the Equipment in the ValueMAX
program and charge you a fee, which we will include as an additional charge on your invoice. We will
provide written notice reminding you of your Insurance obligations described in paragraph (a) above. If
the Equipment is included in the ValueMAX program and any Loss occurs (other than from your gross
negligence or willful misconduct, which is not covered by ValueMAX), we will (unless you are in default)
repair or replace the e By
providing the Val
financial condition.
7. Other Lease Terms
(a) If more than one lessee is named in this Lease, liability is joint and several. You, and any
guarantor signing the Order or any documents executed in connection with this Lease, agree to
furnish us financial information upon request. Each of these persons authorizes us to obtain
credit reports on them now and in the future.
(b) You may not assign or sublet the Equipment, the Meter or this Agreement without our prior
written consent. Any assignment without our consent is void. We may sell or assign all or part
of this Lease or the Equipment but it will not affect your rights or obligations.
(c) We will provide you with a welcome letter by email.
State and Local FMV Lease Agreement rev 1/18 3
8. NON-APPROPRIATION
You warrant that you have funds available to pay all payments until the end of your current fiscal
period, and shall use your best efforts to obtain funds to pay all payments in each subsequent fiscal
period through the end of your Lease Term. If your appropriation request to your legislative body, or
funding authority ("Governing Body") for funds to pay the payments is denied, you may terminate this
Lease on the last day of the fiscal period for which funds have been appropriated, upon (i) submission of
documentation reasonably satisfactory to us evidencing the Governing Body's denial of an appropriation
sufficient to continue this Lease for the next succeeding fiscal period, and (ii) satisfaction of all charges
and obligations under this Lease incurred through the end of the fiscal period for which funds have been
appropriated, including the return of the Equipment at your expense.
9. EARLY TERMINATION
You further warrant that you intend to enter into this Lease for the entire Stated Term and you
acknowledge that we have relied upon such represented intention when determining the applicable
pricing plan. If you cancel or terminate this Lease prior to expiration of the Stated Term (other than for
non-appropriations), you shall pay a termination charge equal to the net present value of the monthly
payments remaining through the completion of the term, discounted to present value at a rate of 6% per
year. The foregoing paragraph shall supercede Section 12(a)(ii) of the Pitney Bowes Terms.
PITNEY BOWES TERMS
GENERAL TERMS
10. Warranties
(a) We warrant that all PBI-branded equipment PBI Equipment will be free from defects in material
and workmanship and will perform according to the operator guides for a period of ninety days from
the date (i) the PBI Equipment is installed at your location when PBI installs the PBI Equipment for
you or (ii) the PBI Equipment is delivered to you when you can install it yourself. The
inserting system has its own unique warranty that you can see at pitneybowes.com/us/di2000-
terms.html. rates within a rate update to conform to published
rates.
(b) We warrant that any service Service we perform under the Service Level Agreement set out in
Sections 20 through 25 SLA will be performed in a professional and workmanlike manner.
(c) Your sole remedy for a warranty claim is to have us repair or replace the PBI Equipment
or, in the case of defective Service, reperform the Service.
(d) There is no warranty for PBI Equipment that needs to be repaired or replaced because of any
Excluded Circumstance. Excluded Circumstance is a circumstance ,
including an accident, your negligent or reckless use of the equipment, use of the equipment
which exceeds our recommendations or in a way not authorized by this Agreement or any
operator guide, use of the equipment in an environment with unsuitable humidity, line voltage,
damage in transit, software virus, loss of data, loss or fluctuation of power, fire, flood or other
natural causes, and other external forces beyond our control. The warranty also does not apply if
use required software updates, you use
the equipment with any system where we have told you that we will no longer provide support or
that we have advised you is no longer compatible, or you use third party supplies (such as ink),
hardware or software that results in (i) damage to equipment (including damage to
printheads), (ii) poor indicia, text or image print quality, (iii) indicia readability failures or (iv) a
failure to print indicia, text or images.
State and Local FMV Lease Agreement rev 1/18 4
(e) The print engine(s), print engine components, structural components and printed circuit board
assemblies supplied with the PBI Equipment may be reclaimed, reconditioned or
remanufactured. These items are warranted to perform according to the same standards as the
equivalent new item.
(f) The warranty doesn t cover ink, ink rollers, toner and drum cartridges, ribbons and similar items
Consumable Supplies
(g) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, WE (ON BEHALF OF OURSELF
AND OUR SUPPLIERS) MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE AS TO THE EQUIPMENT OR SERVICES. WE MAKE NO REPRESENTATION OR
WARRANTY AS TO ANY THIRD PARTY EQUIPMENT. WE AGREE TO PASS THROUGH TO
YOU ALL THIRD PARTY EQUIPMENT WARRANTIES TO THE EXTENT PERMITTED.
11. Limitation of Liability
OUR TOTAL LIABILITY (INCLUDING ANY LIABILITY OF OUR SUPPLIERS) IS LIMITED TO THE
FEES PAID BY YOU FOR THE APPLICABLE EQUIPMENT OR SERVICES. NEITHER WE NOR OUR
SUPPLIERS IS LIABLE FOR ANY: (I) DAMAGE YOU MAY INCUR BY REASON OF YOUR MISUSE
OR NEGLIGENT USE OF THE EQUIPMENT OR YOUR NEGLIGENT ACTS OR OMISSIONS OR (II)
INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY NATURE
WHATSOEVER, INCLUDING COMMERCIAL LOSS, OR LOST PROFITS, DATA OR GOODWILL, FOR
ANY MATTER RELATING TO THIS AGREEMENT.
12. Default and Remedies
(a) If you don t make any payment within three days after the due date shown on our invoice, you
breach any other obligation under this Agreement or under any other agreement with Pitney Bowes and
such breach continues for thirty days after we give you notice or you become insolvent or file for
bankruptcy, you will be in default and we may:
(i) cancel this Agreement and any other agreements Pitney Bowes has with you;
(ii) require you to pay to us immediately all amounts payable under the Lease or other
agreements, whether then due or payable in the future;
(iii) disable the Meter;
(iv) require you to return the Equipment, Meter and software;
(v) if you don t return the Equipment, require you to immediately pay to us an amount equal
to the value of the Equipment, as determined by us;
(vi) charge you a late charge for each month that your payment is late;
(vii) charge you a check return fee for payments made by you with insufficient funds; and
(viii) pursue any other remedy, including repossessing the Equipment and Meter without
notice to you. To the extent permitted by law, you waive any notice of our repossession
or disposition of the Equipment or Meter. By repossessing the Equipment or Meter, we
waiving our right to collect the balance due.
(b) You agree to pay all our costs, inc incurred in enforcing our rights.
(c) We may suspend any services during any period that your account is more than thirty days past
due.
13. Taxes
You agree to pay us for all applicable sales, use, property, purchase or other taxes (excluding taxes on
net income) related to the Lease or rental agreement based on or measured by your payments, the
Equipment, Equipment location, Meter and Meter location. We will determine the amount of all property
and similar taxes to be charged to you based on our reasonable valuation of the Equipment or of the
Meter, taking into consideration tax rates and depreciation. If any of these taxes are applicable, you
agree to pay a tax administrative charge set by us without reference to the tax charged or services
performed; such fee and charge exceed a total of $35 per year for each Lease schedule or rental
agreement.
State and Local FMV Lease Agreement rev 1/18 5
14. Embedded Software
Our Equipment may contain embedded software. For embedded software, you agree that: (i) we and our
licensors own the copyrights and other intellectual property to it; (ii) you are licensed only to use it with
our Equipment in which it resides; (iii) you copy, modify, de-compile, or attempt to unbundle,
reverse engineer or create derivative works of it; and (iv) you distribute or disclose it (or any portion)
to anyone. The embedded software may contain third party software which is subject to any terms
accompanying it. Technical support for embedded software will be given according to the SLA covering
the Equipment with the embedded software.
15. Internet Access Point
The internet connectivity for the Equipment or Meter may use an internet access point provided by us.
You may only use this access point for connectivity between the Equipment or Meter and the internet and
for no other purpose. You agree to pay all costs resulting from the use of the access point in violation of
this restriction.
16. Security Interest
You grant us a purchase money security interest in the Equipment, any replacements, and any proceeds
from the sale of the Equipment, to secure payment of any balance due. We have the right to recover the
Equipment if you paid for it. We may file a copy of this Agreement as a financing statement with
the State authorities. If you are leasing Equipment, you authorize us to file a Uniform Commercial Code
financing statement naming you as debtor/lessee with respect to the Equipment in order to protect our
interest in the Equipment.
17. Analog Connectivity
IF YOU USE AN ANALOG CONNECTION FOR YOUR MAILING SYSTEM, YOU ACKNOWLEDGE
THAT THE ANALOG CONNECTIVITY IS PROVIDED BY A THIRD PARTY SUPPLIER. NEITHER WE
NOR OUR SUPPLIERS PROVIDE ANY WARRANTY WITH RESPECT TO THE FUNCTIONALITY OR
QUALITY OF THE ANALOG CONNECTION. IF THE THIRD PARTY SUPPLIER NO LONGER
AN ALTERNATIVE SUPPLIER AND YOU WILL HAVE TO USE A DIGITAL CONNECTION.
18. Miscellaneous
(a) You agree to use the Equipment and Meter only for business or commercial purposes, and not for
personal, family, or household purposes.
(b) Your use of any application will be subject to the terms of use provided at the time of your first
login.
(c) We aren t responsible for any delay or failure to perform resulting from causes outside of our
control.
(d) You may not assign this Agreement without our prior written consent. Any assignment without
our consent is void.
(e) Payments aren t subject to setoff or reduction.
(f) ANY LEGAL ACTION YOU FILE AGAINST US MUST BE STARTED WITHIN ONE YEAR
AFTER THE EVENT GIVING RISE TO YOUR CLAIM. YOU WAIVE ANY RIGHT TO TRIAL BY
JURY IN ANY ACTION RELATED TO THIS AGREEMENT.
State and Local FMV Lease Agreement rev 1/18 6
(g) We can only change this Agreement if we both agree to do so in writing. You may use a purchase
order to offer to obtain equipment or services but none of its provisions will modify or
supersede these provisions unless we expressly agree in writing. If any provision in this
Agreement is found to be invalid or unenforceable, the remaining provisions be
affected.
(h) Our respective rights and obligations under Sections 11 (Limitation of Liability), 12 (Default and
Remedies) and 13 (Taxes) will survive termination of this Agreement.
(i) We may deliver any notice and other communication to you under this Agreement by email to the
email address that we have on file for you. You agree to the delivery of these notices and other
communications by email. We may call you at any number you give to us.
(j) This Agreement is governed by the laws of the State of Delaware.
(k) You agree that we can use your name in a client list and identify you as a client when
communicating with prospective clients, in each case along with our product or service that you
are using. You agree that we can use your name and logo in marketing content, including in an
advertising campaign, with your prior consent.
(l) You agree to comply with all applicable export control laws and regulations.
SERVICE LEVEL AGREEMENT
19. Applicability of SLA
This SLA section applies to you if we have entered into an agreement to provide service for any
Equipment we lease, rent or sell on the Order, excluding Equipment with charges based on volume of use
Usage-based Equipment Covered
Equipment
20. Service Level Options
(a) (i) If you sign up for Standard SLA on the Order, PBI will provide at its option either repair or
replacement services for the Covered Equipment during the Initial Service Term or any Renewal
Service Term (each term as defined in Section 22 Service Term :
(i) the replacement of printheads for Covered Equipment without additional charge, except for
printheads which need to be replaced as a result of any Excluded Circumstance; and (ii) two
preventative maintenance service calls per calendar year. PBI will notify you when preventative
maintenance is due or you can request preventative maintenance service. You are responsible
for Covered Equipment until PBI receives it. If your Covered Equipment needs repair, PBI may
provide repair by remote access, diagnostics and service and/or by on-site repair service. Repair
service is provided only for damage resulting from normal wear and tear. Repair service may
include the use of new, reconditioned, or remanufactured parts and assemblies. PBI will provide
parts or assemblies for discontinued equipment (or equipment not marketed as new) only
if available. If PBI deems it necessary, PBI will dispatch a service technician to arrive at your
location for on-site service. You won t incur hourly charges unless service is performed outside
Normal Working Hours, which will be done only with your consent. Normal Working Hours
means 8 a.m. 5 p.m., Monday Friday, excluding PBI-observed U.S. holidays, in the time zone
where the Equipment or other items are located.
(ii) If PBI determines that replacement of Covered Equipment is necessary, PBI will, at no
additional cost to you, promptly ship new, reconditioned, or remanufactured equipment of
State and Local FMV Lease Agreement rev 1/18 7
the same or a functionally equivalent model to replace the affected Covered Equipment. Unless
PBI instructs you otherwise, within five days of receiving the replacement equipment, you
must pack the Covered Equipment to be replaced in the shipping carton that contained the
replacement equipment, place the pre-paid return address label on the carton, and return it to
PBI.
(b) If you are eligible to receive Performance SLA under our policies and you sign up for
Performance SLA on the Order, you will be entitled to receive: (i) all coverage provided under
Standard SLA; (ii) one two-hour application consultation for your mailing and shipping needs; and
(iii) admission for one person to a PBI mail management seminar. If PBI determines that on-site
service is necessary, PBI will use commercially reasonable efforts to have a service
technician on-site (during Normal Working Hours only) within 4 hours or 8 hours, as specified on
the Order, after PBI has determined that it can t resolve the Response
Time Commitment
technician at your location. It a guaranteed resolution of the problem within the Response
Time Commitment period, and it guarantee that all parts necessary to make a repair will
be on-site within this time frame. The Response Time Commitment does not apply to Service
designated as service by replacement, relocation services, software maintenance, preventative
maintenance, operator training, or other services not essential to repair the Covered Equipment.
If the Covered Equipment is moved from its original location, PBI may, at its option, remove the
Response Time Commitment. If this happens, you will receive Standard SLA and we will adjust
the SLA charges payable by you appropriately.
Commitment, we will provide you with a credit equal to the difference between the cost of
Standard SLA and Performance SLA for three months. In order to receive this credit, you must
use a credit request form which you can obtain from your service technician or by calling the
Customer Care Center. The credits are limited to credits for four failures to meet the
Response Time Commitment in any twelve-month period during the Service Term. These
remedies are your sole remedy for failure to meet the Response Time Commitment.
21. Service Term
a Lease, or the Lease Term, if you
are leasing Initial Service Term SERVICE AUTOMATICALLY RENEWS FOR
TERMINATE YOUR SERVICE AS PROVIDED BELOW OR THE LEASE EXPIRES OR IS
TERMINATED OR THE RENEWAL IS PROHIBITED BY LAW. If you wish to renew Service, you
Termination Notice
to us at 2225 America Drive, Neenah, WI 54956 or you may create a case at
pitneybowes.com/us/contact-. Your
Termination Notice must include your customer account number or CAN and lease number (if applicable).
PBI reserves the right not to renew your SLA for any reason.
22. SLA Fees
You will pay the SLA fees for the Initial Service Term and any Renewal Service Term(s). We may
increase the SLA fees after the Initial Service Term, and any increases will be reflected on your invoice. If
you receive service for repairs caused by any Excluded Circumstance, PBI will charge you for the service
If you exceed the cycle volume of your
Equipment specified on the Order, PBI may bill you for the additional cycles over the specified cycle
the rate in effect at the time that we determine that an Overage exists.
23. Service Changes
PBI may modify its Servic Service Change Notice
whether the change is material. After receiving a Service Change Notice, if the change is material, you
may terminate Service by giving us a termination notice at the address indicated in Section 22 or you may
State and Local FMV Lease Agreement rev 1/18 8
create a case at pitneybowes.com/us/contact-
.
24. Additional Service Terms
Service
include services and repairs that are made necessary due to any Excluded Circumstance. Service
excludes the supply of postal and carrier rate changes and Consumable Supplies. If you replace any of
your Covered Equipment during the Service Term, and the replacement Equipment qualifies for Services,
PBI will automatically enroll you for maintenance coverage on the new Equipment at
annual rates. If you acquire an attachment, or add a unit, to your Covered Equipment, PBI will provide
coverage for each attachment or unit which we determine qualifies for coverage under the SLA and adjust
your rate accordingly. If you choose not to continue coverage on the replacement Equipment, attachment
or unit, you may cancel Service for the item within thirty days of the date of your initial invoice for the item
from PBI. If you cancel, any further maintenance or repair services on the Equipment, attachment or unit
Standard SLA will apply to rented Equipment at no additional
charge.
EQUIPMENT AND POSTAGE METER RENTAL TERMS
25. Rental
(a) If you leasing the Equipment and paying for it in your lease payment to PBGFS, we will
Initial Term at least
prior written notice. When you receive notice of an increase, you may terminate your rental only
as of the date the increase becomes effective.
(b) At the end of the Initial Term, the rental term will automatically renew for successive 12-month
least 60 days prior to the renewal of the rental term to the address in Section 22 or create a case
at pitneybowes.com/us/contact-.
Upon expiration of the term of the rental, you agree to return Equipment and Meters covered by
the rental in their original condition, reasonable wear and tear excepted.
26. Postage
You may transfer funds to The Pitney Bowes Bank, Inc. (the Bank for deposit into your Postage By
Phone® Reserve Account ) or you may transfer
funds to the United USPS Lockbox Bank
may charge you a fee of up to $15.00 for refilling your postage. After the Initial Term, we may increase
postage refill fees upon 30 days prior written notice. If you participate in any PBI, PBGFS, or Bank
postage advance programs (such as Purchase Power), we will advance payment on your behalf to the
USPS, subject to repayment by you under the terms of the postage advance program and billed
separately from your rental fees.
27. Meter Repair or Replacement; Meter Care and Risk of Loss
If the Meter malfunctions or fails due to reasons other than an Excluded Circumstance, we will repair or
replace the Meter. You agree to take proper care of the Meter(s), as stated in this Agreement and any
user documentation. You assume all risk of loss or damage to the Meter(s) while you have possession.
28. Terms of Use of Meter; Federal Regulations
You may use the Meter solely for the purpose of processing your mail, provided that you are authorized
by the USPS to use the Meter, and that you comply with (i) this Agreement, (ii) any operator guide and (iii)
all USPS regulations. You agree to use only attachments or printing devices authorized by us. You must
receive our written consent before moving the Equipment or Meter to a different location. Federal
State and Local FMV Lease Agreement rev 1/18 9
regulations require that we own the Meter. Tampering with or misusing the Meter is a violation of federal
law. Activities of the USPS, including the payment of refunds for postage by the USPS to clients, will be
made in accordance with the current Domestic Mail Manual. If the Meter is used in any unlawful scheme,
or used for any consecutive 12 month period, or if you take the Meter or allow the Meter to be taken
outside the United States without proper written permission of USPS Headquarters, or if you otherwise
fail to abide by the postal regulations and this Agreement regarding care and use of the Meter, then this
Agreement and any related Meter rental may be revoked. You acknowledge that any use of this Meter
that fraudulently deprives the USPS of revenue can cause you to be subject to civil and criminal penalties
applicable to fraud and/or false claims against the United States. The submission of a false or fraudulent
statement can result in imprisonment of up to 5 years and fines of up to $10,000 (18 U.S.C. 1001) and a
civil penalty of up to $5,000 plus an assessment of twice the amount falsely claimed (3 U.S.C. 3802). The
mailing of matter bearing a fraudulent postage meter imprint is an example of a violation of these statutes.
You are responsible for immediately reporting (within 72 hours or less) the theft or loss of the Meter to us.
Failure to comply with this notification provision in a timely manner may result in the denial of refund of
any funds remaining on the Meter at the time of loss or theft. You understand that the rules and
regulations regarding the use of this Meter as documented in the Domestic Mail Manual may be updated
from time to time by the USPS and it is your obligation to comply with any rules and regulations regarding
its use.
29. Rate Updates and Soft-Guard® Program
Your Meter or Equipment may require periodic rate updates that you will obtain under our Soft-Guard
program. We will provide rate updates only if required due to a postal or carrier change in rate, service,
-tom
rate changes, new classes of carrier service, or a change in ZIP Code or zone due to equipment
relocation. If you have received the maximum number of rate updates under the Soft-Guard program, you
will be billed separately for any additional rate updat
arising out of or resulting from the failure of rating or software downloads to conform to published rates.
30. Collection of Information
You authorize us to access and download information from your Meter. We may disclose this information
to the USPS or other authorized governmental entity.
USPS or other governmental entity) individually identifiable information that we obtain about you in this
manner unless required to by law or court order
postage usage with third parties.
31. Value Based Services
Value based services are services the USPS provides, including e-Return Receipt and USPS
Confirmation Services. Any fees the USPS charges for these services are your responsibility to pay for
and are payable the same way that you pay for postage. The USPS is solely responsible for its services.
We are not responsible for any malfunctions of any part of the communication link connecting the Meter
with the USPS data system. We have the right to terminate the value based services if the USPS
discontinues offering the service or you breach your obligations under this Agreement and fail to cure the
breach within thirty days after you have been notified in writing.
USPS ACKNOWLEDGEMENT OF DEPOSIT
32. Acknowledgement of Deposit
This section of the agreement provides you with the sections that the USPS requires we include in any
agreement where we are renting a meter. The USPS requires that we use specific language. The
(a) In connection with your use of a Postage Evidencing System as defined in the Code of Federal
CFR
purpose of prepayment of postage on Postage Evidencing Systems, generating evidence of
State and Local FMV Lease Agreement rev 1/18 10
Deposit
for deposit into your Reserve Account.
(b) To the extent you deposit funds in advance of the use of any evidence of postage, you may make
-
make deposits in your Reserve Account, in either case through electronic means, including
Automated Clearinghouse Transfers. The USPS may, at its discretion, designate itself or a
successor as recipient of Deposits made by you to the Lockbox Bank account described above.
(c) Any deposit made by you in your Reserve Account is subject to the Postage By Phone® Reserve
Account Agreement and Disclosure Statement governing your Reserve Account.
(d) Any Deposit made by you in the Lockbox Bank account shall be credited by the USPS only for
the payment of evidence of postage. Such Deposits may be commingled with Deposits of
other clients. You shall not receive or be entitled to any interest or other income earned on
such Deposits.
(e) The USPS will provide a refund to you for the remaining account balances of Deposits held by the
USPS. These refunds are provided in accordance with the rules and regulations governing
deposit of funds for evidence of postage, published in the CFR.
(f) 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 that
PBI can update its records.
(g) PBI may deposit funds on your behalf. The USPS will make no advances of funds to you. Any
relationship concerning advances of funds is between you and PBI, PBGFS and/or the Bank.
(h) You acknowledge that the terms of this Acknowledgement may be changed, modified, or revoked
by the USPS, with appropriate notice.
(i) Postal Regulations governing the deposit of funds are published in the CFR or its successor. You
acknowledge that 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.
PURCHASE POWER TERMS
33. Purchase Power Program
(a) The Purchase Power credit line is a product of the Bank and is not available to individuals for
personal, family, or household purposes. In order to participate in the Purchase Power program (the
Program h) below. You will receive a set of
more specific provisions for the Program within thirty days of the date of this Agreement.
(b) Account
products, and services requested and the related fees, if applicable. Unless prohibited by law, you agree
to pay the fees and charges of which the Bank has given you notice, including those relating to: (i)
applicable transaction or overage fees; (ii) your failure to pay in a timely manner; (iii) your exceeding your
credit line; and (iv) fees attributable to the return of any checks.
(c) You will receive a billing statement for each billing cycle in which you have activity in the Account.
The Bank may deliver any statement electronically to the email address that is on file for you. Payments
are due by the due date shown on your billing statement. You may pay the entire balance due or a portion
State and Local FMV Lease Agreement rev 1/18 11
of the balance, provided that you pay at least the minimum payment shown on the statement. In the event
of a partial payment, you will be responsible for the unpaid balance.
(d) (i) By using the Program, you agree that whenever there is an unpaid balance outstanding on the
Account which is not paid in full by the due date shown on your billing statement, the Bank will charge
you, and you will pay, interest on the unpaid balance of the Account from time to time, for each day from
the date the transaction is posted to the Account until the date the unpaid balance is paid in full, at a
variable rate equal to the Annual Percentage Rate applicable to the Account from time to time. (ii) The
Annual Percentage Rate applicable to the Account will be: the greater of (x) 22% and (y) the sum of the
The Wall Street Journal on the last
business day of the month and the margin set forth below (the sum of the margin and the Prime Rate is
on any fluctuation in the Floating Rate, if applicable. Any change in the Annual Percentage Rate based on
the calculation described in this section will become effective on the first day of your next billing cycle. (iii)
The margin which will be added to the Prime Rate to determine the Floating Rate will be 14.75% (using
the Prime Rate in effect as of March 31, 2017, the daily periodic rate would be .05137% and the
corresponding annual percentage rate would be 18.75%). (iv) The Account balance that is subject to a
finance charge each day will include (x) outstanding balances, minus any payments and credits received
by the Bank on the Account that day, and (y) unpaid interest, fees, and other charges on the Account. (v)
The Bank will charge a minimum finance charge of $1.00 in any billing cycle if the finance charge as
calculated above is less than $1.00. (vi) Each payment that you make will be applied to reduce the
outstanding balance of the Account and replenish your available credit line. (vii) The Bank may refuse to
extend further credit if the amount of a requested charge plus your existing balance exceeds your credit
limit.
(e) The Bank may at any time close or suspend the Account, and may refuse to allow further charges
to the Account. Cancellation or suspension will not affect your obligation to pay any amounts you owe.
(f) The Bank can amend any of the provisions and terms related to the Program at any time by
written notice to you (including by electronic notice via the email address that is then on file for you). You
are consenting to electronic delivery of any amendments to the Program terms. Each time you use the
Program, you are signifying your acceptance of the terms then in effect. An amendment becomes
effective on the date stated in the notice and will apply to any outstanding balance on the Account. The
Bank may terminate the Program at any time and will notify you in the event of any termination. Any
outstanding obligation will survive termination of the Program.
(g) The Program and any advances are governed by and construed in accordance with the laws of
the State of Utah and applicable federal law.
(h) USA PATRIOT Act - To help the government fight the funding of terrorism and money laundering
activities, Federal law requires financial institutions to obtain, verify and record information that
identifies each person who opens an account. Accordingly, in order to activate the Account the Bank
asks that you agree to provide identifying information, including your address and taxpayer
identification number. The Bank may also ask for additional identifying information, where
appropriate, including asking that your representative who is opening the Account provide his/her
her documents and information that will allow
the Bank to identify him/her. You agree to provide all such requested identifying information.
PRODUCT SPECIFIC TERMS
34. Software
If you are acquiring an on-premise software license or on-demand subscription services, including
pbSmartPostage, RelayTM Communications Hub, and SendPro, additional terms apply which are available
by clicking on the hyperlink for that software or subscription service located at
www.pitneybowes.com/us/license-terms-of-use/software-and-subscription-terms-and-conditions.html .
Those additional terms are incorporated by reference.
35. DI2000 Inserting SystemTerms
State and Local FMV Lease Agreement rev 1/18 12
Certain provisions which apply when you purchase, lease or rent a DI2000 inserting system and when
you purchase a service plan for it are set forth at pitneybowes.com/us/di2000-terms.html and are
incorporated by reference. Those provisions govern to the extent that they are inconsistent with the other
terms of this Agreement.
36. PBBackup and PC-Backup ServiceTerms
Certain provisions which apply when you utilize the PBBackup or PC-Backup services inserting system
are set forth at pitneybowes.com/us/pbbackup-service-and-pcbackup-service-terms.html and are
incorporated by reference.
State and Local LTOP Term Rental Agreement (1/18) 1
STATE AND LOCAL TERM RENTAL AGREEMENT
Thank you for choosing Pitney Bowes products and services. These Terms, our privacy statement (the
Order
The Privacy Statement explains how we use your information. Please read this
Agreement carefully.
PBI
Pitney Bowes Inc. Pitney Bowes We our us
You your
identified on the Order. Meter any postage meter supplied by PBI under the Order, including (i)
in the case of a Connect+®, a SendPro® P series or a SendPro C series mailing system, the postal
security device, the application platform or tablet interface, the system controller and the print engine and
(ii) in the case of all other mailing systems, the postal security device, the user interface or keyboard and
display and the print engine. Equipment the equipment listed on the Order, excluding any
Meter, standalone software, and SendKit equipment which is provided in connection with a subscription
, and any equipment provided in replacement of Covered Equipment under
Section 19(a)(ii). Lease set out in Sections 1 through 9.
The provisions included in these Terms consist of: (i) Lease Rental Terms; (ii) General Terms; (iii) a Service
Level Agreement; (iv) Equipment and Postage Meter Rental Terms; (v) an Acknowledgement of Deposit
required by the United States Postal Service in any transaction involving a Meter; (vi) Purchase Power®
Terms for a limited purpose credit line that may be available to you; and (vii) provisions relating to specific
products.
TERM RENTAL TERMS AND CONDITIONS
1. Lease of Equipment; Provider of Leasing Services
If you are leasing Equipment, these Lease Terms apply. PBI is the manufacturer of the Equipment.
Pitney Bowes Global Financial Services LLC, a wholly-
with the leasing services. The term of Lease
Term
installation if we install the Equipment. You may not cancel this Lease for any reason and all payment
obligations under this Lease are unconditional. PBI owns any Meter as USPS regulations require.
of the Lease Term.
2. Payment Terms
We will invoice you quarterly in arrears for all payments on the Order, unless the Order says otherwise
Periodic Payment
shown on our invoice. Your Periodic Payment may include a one-time origination fee, amounts carried
over from a previous lease, software license and maintenance fees and other charges. Any Meter rental
PBI Payments
with the start of the Lease Term. After the Lease Term, your Periodic Payment will increase if your PBI
Payments increase. Your obligations, including your obligation to pay the Monthly Payments due in any
fiscal year during the term of this Agreement, shall constitute a current expense for such fiscal year and
shall not constitute indebtedness within the meaning of the constitution and laws of the state in which you
are located. Nothing herein shall constitute a pledge by you of any taxes or other moneys (other than
moneys lawfully appropriated from time to time by or for your benefit for this Agreement) to the payment
of any Total Payment due under this Agreement.
3. Equipment Ownership
State and Local LTOP Term Rental Agreement (1/18) 2
PBI owns any Meter. Title to the Equipment shall pass to you upon installation. However, you and we
agree that title shall automatically revert to us in the event of default, or termination due to your non-
appropriation under Section 8. If you default, or terminate this Agreement by non-appropriation under
Section 8, you, at your expense, shall return the Equipment and Meter, you will, as specified by us, either
properly pack and return them to us in the return box and with the shipping label provided by us or furnish
them to a service carrier specified by us to pick up and ship them to us in the same condition as when
delivered to you, reasonable wear and tear excepted.
4. WARRANTY AND LIMITATION OF LIABILITY
PBI PROVIDES YOU WITH THE LIMITED WARRANTIES IN SECTION 10. PBGFS MAKES NO
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR FREEDOM FROM INTERFERENCE OR
LOSS, DAMAGE (INCLUDING INCIDENTAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES) OR EXPENSE CAUSED DIRECTLY OR INDIRECTLY
BY THE EQUIPMENT.
5. Equipment Obligations
You will keep the Equipment free from liens and in good condition and working order. We may inspect the
Equipment and related maintenance records. You may not move the Equipment from the location
specified on the Order without our prior written consent.
6. Risk of Loss
(a) You bear the entire risk of loss, theft, damage or destruction to the Equipment from the
date of shipment by us until the Equipment is returned to, and received by, us, regardless of
Loss
(b) No Loss will relieve you of any of your obligations under this Lease. You must
immediately notify us in writing of any Loss.
(c) To protect the equipment from loss, you will keep the Equipment insured against Loss
for its full replacement value under a comprehensive policy of insurance or other arrangement
with an insurer of your choice, provided that it Insurance
(d) YOU MUST CALL US AT 1-800-732-7222 OR GO TO
www.pitneybowes.com/us/valuemaxoptout AND PROVIDE US WITH EVIDENCE OF
INSURANCE.
7. Other Lease Terms
(a) If more than one lessee is named in this Lease, liability is joint and several. You, and any
guarantor signing the Order or any documents executed in connection with this Lease, agree to
furnish us financial information upon request. Each of these persons authorizes us to obtain
credit reports on them now and in the future.
(b) You may not assign or sublet the Equipment, the Meter or this Agreement without our prior
written consent. Any assignment without our consent is void. We may sell or assign all or part
of this Lease or the Equipment but it will not affect your rights or obligations.
(c) We will provide you with a welcome letter by email.
8. Non-Appropriation
State and Local LTOP Term Rental Agreement (1/18) 3
You warrant that you have funds available to pay all payments until the end of your current fiscal
period, and shall use your best efforts to obtain funds to pay all payments in each subsequent fiscal
period through the end of the Term. If your appropriation request to your legislative body, or funding
authority ("Governing Body") for funds to pay the payments is denied, you may terminate this
Agreement on the last day of the fiscal period for which funds have been appropriated, upon (i)
submission of documentation reasonably satisfactory to us evidencing the Governing Body's denial
of an appropriation sufficient to continue this Agreement for the next succeeding fiscal period, and
(ii) satisfaction of all charges and obligations under this Agreement incurred through the end of the
fiscal period for which funds have been appropriated, including the return of the Equipment at your
expense.
9. Representations
You hereby represent and warrant that (a) you are a state or political subdivision thereof within the
you have the power and authority under applicable law to enter into this Agreement and you have been
duly authorized to execute and deliver this Agreement and carry out your obligations hereunder. You
acknowledge that a portion of each Monthly Payment you shall pay includes interest and that this
Agreement is entered into based on the assumption that the interest portion of each Monthly Payment
is not includible in gross income of the owner thereof for Federal income tax purposes under Section
103(a) of the Code. You shall, at all times, do and perform all acts and things necessary and within
your control in order to assure that such interest component shall be so excluded. If any interest is
determined not to be excludible from gross income, your Monthly Payment shall be adjusted in an
amount sufficient to maintain our original after tax yield utilizing our consolidated marginal tax rate,
which adjusted Monthly Payments you agree to pay as provided in this Agreement, subject to Section
8. The rate at which the interest portion of Monthly Payments is calculated is not intended to exceed
the maximum rate or amount of interest permitted by applicable law. If such interest portion exceeds
such maximum, then at our option, if permitted by law, the interest portion will be reduced to the legally
permitted maximum amount of interest, and any excess will be used to reduce the principal amount of
your obligation or be refunded to you. You shall not do (or cause to be done) any act which will cause,
time of your execution of this Agreement, you shall provide us with a properly prepared and executed
copy of the appropriate US Treasury Form 8038-G or 8038-GC and you appoint us as your agent for
the purpose of maintaining a registration system as required by Section 149(a) of the Code. This
Section shall survive the termination of this Agreement.
PITNEY BOWES TERMS
GENERAL TERMS
10. Warranties
(a) We warrant that all PBI-branded equipment PBI Equipment will be free from defects in material
and workmanship and will perform according to the operator guides for a period of ninety days from
the date (i) the PBI Equipment is installed at your location when PBI installs the PBI Equipment for
you or (ii) the PBI Equipment is delivered to you when you can install it yourself. The
inserting system has its own unique warranty that you can see at pitneybowes.com/us/di2000-
terms.html.
rates.
State and Local LTOP Term Rental Agreement (1/18) 4
(b) We warrant that any service Service we perform under the Service Level Agreement set out in
Sections 20 through 25 SLA will be performed in a professional and workmanlike manner.
(c) Your sole remedy for a warranty claim is to have us repair or replace the PBI Equipment
or, in the case of defective Service, reperform the Service.
(d) There is no warranty for PBI Equipment that needs to be repaired or replaced because of any
Excluded Circumstance. Excluded Circumstance is a circumstances ,
including an accident, your negligent or reckless use of the equipment, use of the equipment
which exceeds our recommendations or in a way not authorized by this Agreement or any
operator guide, use of the equipment in an environment with unsuitable humidity, line voltage,
damage in transit, software virus, loss of data, loss or fluctuation of power, fire, flood or other
natural causes, and other external forces beyond our control. The warranty also does not apply if
use required software updates, you use
the equipment with any system where we have told you that we will no longer provide support or
that we have advised you is no longer compatible, or you use third party supplies (such as ink),
hardware or software that results in (i) damage to equipment (including damage to
printheads), (ii) poor indicia, text or image print quality, (iii) indicia readability failures or (iv) a
failure to print indicia, text or images.
(e) The print engine(s), print engine components, structural components and printed circuit board
assemblies supplied with the PBI Equipment may be reclaimed, reconditioned or
remanufactured. These items are warranted to perform according to the same standards as the
equivalent new item.
(f) The warranty doesn t cover ink, ink rollers, toner and drum cartridges, ribbons and similar items
Consumable Supplies
(g) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, WE (ON BEHALF OF OURSELF
AND OUR SUPPLIERS) MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE AS TO THE EQUIPMENT OR SERVICES. WE MAKE NO REPRESENTATION OR
WARRANTY AS TO ANY THIRD PARTY EQUIPMENT. WE AGREE TO PASS THROUGH TO
YOU ALL THIRD PARTY EQUIPMENT WARRANTIES TO THE EXTENT PERMITTED.
11. Limitation of Liability
OUR TOTAL LIABILITY (INCLUDING ANY LIABILITY OF OUR SUPPLIERS) IS LIMITED TO THE
FEES PAID BY YOU FOR THE APPLICABLE EQUIPMENT OR SERVICES. NEITHER WE NOR OUR
SUPPLIERS IS LIABLE FOR ANY: (I) DAMAGE YOU MAY INCUR BY REASON OF YOUR MISUSE
OR NEGLIGENT USE OF THE EQUIPMENT OR YOUR NEGLIGENT ACTS OR OMISSIONS OR (II)
INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY NATURE
WHATSOEVER, INCLUDING COMMERCIAL LOSS, OR LOST PROFITS, DATA OR GOODWILL, FOR
ANY MATTER RELATING TO THIS AGREEMENT.
12. Default and Remedies
(a) If you don t make any payment within three days after the due date shown on our invoice, you
breach any other obligation under this Agreement or under any other agreement with Pitney Bowes and
such breach continues for thirty days after we give you notice or you become insolvent or file for
bankruptcy, you will be in default and we may:
(i) cancel this Agreement and any other agreements Pitney Bowes has with you;
(ii) require you to pay to us immediately all amounts payable under the Lease or other
agreements, whether then due or payable in the future;
(iii) disable the Meter;
(iv) require you to return the Equipment, Meter and software;
State and Local LTOP Term Rental Agreement (1/18) 5
(v) if you don t return the Equipment, require you to immediately pay to us an amount equal
to the value of the Equipment, as determined by us;
(vi) charge you a late charge for each month that your payment is late;
(vii) charge you a check return fee for payments made by you with insufficient funds; and
(viii) pursue any other remedy, including repossessing the Equipment and Meter without
notice to you. To the extent permitted by law, you waive any notice of our repossession
or disposition of the Equipment or Meter. By repossessing the Equipment or Meter, we
waiving our right to collect the balance due.
(b) incurred in enforcing our rights.
(c) We may suspend any services during any period that your account is more than thirty days past
due.
13. Taxes
You agree to pay us for all applicable sales, use, property, purchase or other taxes (excluding taxes on
net income) related to the Lease or rental agreement based on or measured by your payments, the
Equipment, Equipment location, Meter and Meter location. We will determine the amount of all property
and similar taxes to be charged to you based on our reasonable valuation of the Equipment or of the
Meter, taking into consideration tax rates and depreciation. If any of these taxes are applicable, you
agree to pay a tax administrative charge set by us without reference to the tax charged or services
performed; such fee and charge exceed a total of $35 per year for each Lease schedule or rental
agreement.
14. Embedded Software
Our Equipment may contain embedded software. For embedded software, you agree that: (i) we and our
licensors own the copyrights and other intellectual property to it; (ii) you are licensed only to use it with
our Equipment in which it resides; (iii) you copy, modify, de-compile, or attempt to unbundle,
reverse engineer or create derivative works of it; and (iv) you distribute or disclose it (or any portion)
to anyone. The embedded software may contain third party software which is subject to any terms
accompanying it. Technical support for embedded software will be given according to the SLA covering
the Equipment with the embedded software.
15. Internet Access Point
The internet connectivity for the Equipment or Meter may use an internet access point provided by us.
You may only use this access point for connectivity between the Equipment or Meter and the internet and
for no other purpose. You agree to pay all costs resulting from the use of the access point in violation of
this restriction.
16. Security Interest
You grant us a purchase money security interest in the Equipment, any replacements, and any proceeds
from the sale of the Equipment, to secure payment of any balance due. We have the right to recover the
Equipment if you paid for it. We may file a copy of this Agreement as a financing statement with
the State authorities. If you are leasing Equipment, you authorize us to file a Uniform Commercial Code
financing statement naming you as debtor/lessee with respect to the Equipment in order to protect our
interest in the Equipment.
17. Analog Connectivity
IF YOU USE AN ANALOG CONNECTION FOR YOUR MAILING SYSTEM, YOU ACKNOWLEDGE
THAT THE ANALOG CONNECTIVITY IS PROVIDED BY A THIRD PARTY SUPPLIER. NEITHER WE
NOR OUR SUPPLIERS PROVIDE ANY WARRANTY WITH RESPECT TO THE FUNCTIONALITY OR
QUALITY OF THE ANALOG CONNECTION. IF THE THIRD PARTY SUPPLIER NO LONGER
State and Local LTOP Term Rental Agreement (1/18) 6
AN ALTERNATIVE SUPPLIER AND YOU WILL HAVE TO USE A DIGITAL CONNECTION.
18. Miscellaneous
(a) You agree to use the Equipment and Meter only for business or commercial purposes, and not for
personal, family, or household purposes.
(b) Your use of any application will be subject to the terms of use provided at the time of your first
login.
(c) We aren t responsible for any delay or failure to perform resulting from causes outside of our
control.
(d) You may not assign this Agreement without our prior written consent. Any assignment without
our consent is void.
(e) Payments aren t subject to setoff or reduction.
(f) ANY LEGAL ACTION YOU FILE AGAINST US MUST BE STARTED WITHIN ONE YEAR
AFTER THE EVENT GIVING RISE TO YOUR CLAIM. YOU WAIVE ANY RIGHT TO TRIAL BY
JURY IN ANY ACTION RELATED TO THIS AGREEMENT.
(g) We can only change this Agreement if we both agree to do so in writing. You may use a purchase
order to offer to obtain equipment or services but none of its provisions will modify or
supersede these provisions unless we expressly agree in writing. If any provision in this
Agreement is found to be invalid or unenforceable, the remaining provisions be
affected.
(h) Our respective rights and obligations under Sections 11 (Limitation of Liability), 12 (Default and
Remedies) and 13 (Taxes) will survive termination of this Agreement.
(i) We may deliver any notice and other communication to you under this Agreement by email to the
email address that we have on file for you. You agree to the delivery of these notices and other
communications by email. We may call you at any number you give to us.
(j) This Agreement is governed by the laws of the State of Delaware.
(k) You agree that we can use your name in a client list and identify you as a client when
communicating with prospective clients, in each case along with our product or service that you
are using. You agree that we can use your name and logo in marketing content, including in an
advertising campaign, with your prior consent.
(l) You agree to comply with all applicable export control laws and regulations.
SERVICE LEVEL AGREEMENT
19. Applicability of SLA
This SLA section applies to you if we have entered into an agreement to provide service for any
Equipment we lease, rent or sell on the Order, excluding Equipment with charges based on volume of use
State and Local LTOP Term Rental Agreement (1/18) 7
Usage-based Equipment Covered
Equipment
20. Service Level Options
(a) (i) If you sign up for Standard SLA on the Order, PBI will provide at its option either repair or
replacement services for the Covered Equipment during the Initial Service Term or any Renewal
Service Term (each term as defined in Section 22 Service Term :
(i) the replacement of printheads for Covered Equipment without additional charge, except for
printheads which need to be replaced as a result of any Excluded Circumstance; and (ii) two
preventative maintenance service calls per calendar year. PBI will notify you when preventative
maintenance is due or you can request preventative maintenance service. You are responsible
for Covered Equipment until PBI receives it. If your Covered Equipment needs repair, PBI may
provide repair by remote access, diagnostics and service and/or by on-site repair service. Repair
service is provided only for damage resulting from normal wear and tear. Repair service may
include the use of new, reconditioned, or remanufactured parts and assemblies. PBI will provide
parts or assemblies for discontinued equipment (or equipment not marketed as new) only
if available. If PBI deems it necessary, PBI will dispatch a service technician to arrive at your
location for on-site service. You won t incur hourly charges unless service is performed outside
Normal Working Hours, which will be done only with your consent. Normal Working Hours
means 8 a.m. 5 p.m., Monday Friday, excluding PBI-observed U.S. holidays, in the time zone
where the Equipment or other items are located.
(ii) If PBI determines that replacement of Covered Equipment is necessary, PBI will, at no
additional cost to you, promptly ship new, reconditioned, or remanufactured equipment of
the same or a functionally equivalent model to replace the affected Covered Equipment. Unless
PBI instructs you otherwise, within five days of receiving the replacement equipment, you
must pack the Covered Equipment to be replaced in the shipping carton that contained the
replacement equipment, place the pre-paid return address label on the carton, and return it to
PBI.
(b) If you are eligible to receive Performance SLA under our policies and you sign up for
Performance SLA on the Order, you will be entitled to receive: (i) all coverage provided under
Standard SLA; (ii) one two-hour application consultation for your mailing and shipping needs; and
(iii) admission for one person to a PBI mail management seminar. If PBI determines that on-site
service is necessary, PBI will use commercially reasonable efforts to have a service
technician on-site (during Normal Working Hours only) within 4 hours or 8 hours, as specified on
the Order, after PBI has determined that it can t resolve the Response
Time Commitment
technician at your location. It a guaranteed resolution of the problem within the Response
Time Commitment period, and it guarantee that all parts necessary to make a repair will
be on-site within this time frame. The Response Time Commitment does not apply to Service
designated as service by replacement, relocation services, software maintenance, preventative
maintenance, operator training, or other services not essential to repair the Covered Equipment.
If the Covered Equipment is moved from its original location, PBI may, at its option, remove the
Response Time Commitment. If this happens, you will receive Standard SLA and we will adjust
the SLA charges payable by you appropriately.
Commitment, we will provide you with a credit equal to the difference between the cost of
Standard SLA and Performance SLA for three months. In order to receive this credit, you must
use a credit request form which you can obtain from your service technician or by calling the
Customer Care Center. The credits are limited to credits for four failures to meet the
Response Time Commitment in any twelve-month period during the Service Term. These
remedies are your sole remedy for failure to meet the Response Time Commitment.
21. Service Term
State and Local LTOP Term Rental Agreement (1/18) 8
a Lease, or the Lease Term, if you
are leasing Initial Service Term SERVICE AUTOMATICALLY RENEWS FOR
TERMINATE YOUR SERVICE AS PROVIDED BELOW OR THE LEASE EXPIRES OR IS
TERMINATED OR THE RENEWAL IS PROHIBITED BY LAW. If you wish to renew Service, you
Termination Notice
to us at 2225 America Drive, Neenah, WI 54956 or you may create a case at
pitneybowes.com/us/contact-. Your
Termination Notice must include your customer account number or CAN and lease number (if applicable).
PBI reserves the right not to renew your SLA for any reason.
22. SLA Fees
You will pay the SLA fees for the Initial Service Term and any Renewal Service Term(s). We may
increase the SLA fees after the Initial Service Term, and any increases will be reflected on your invoice. If
you receive service for repairs caused by any Excluded Circumstance, PBI will charge you for the service
If you exceed the cycle volume of your
Equipment specified on the Order, PBI may bill you for the additional cycles over the specified cycle
the rate in effect at the time that we determine that an Overage exists.
23. Service Changes
PBI may modify its Servic Service Change Notice
whether the change is material. After receiving a Service Change Notice, if the change is material, you
may terminate Service by giving us a termination notice at the address indicated in Section 22 or you may
create a case at pitneybowes.com/us/contact-
.
24. Additional Service Terms
Service
include services and repairs that are made necessary due to any Excluded Circumstance. Service
excludes the supply of postal and carrier rate changes and Consumable Supplies. If you replace any of
your Covered Equipment during the Service Term, and the replacement Equipment qualifies for Services,
PBI will automatically enroll you for maintenance coverage on the new Equipment at
annual rates. If you acquire an attachment, or add a unit, to your Covered Equipment, PBI will provide
coverage for each attachment or unit which we determine qualifies for coverage under the SLA and adjust
your rate accordingly. If you choose not to continue coverage on the replacement Equipment, attachment
or unit, you may cancel Service for the item within thirty days of the date of your initial invoice for the item
from PBI. If you cancel, any further maintenance or repair services on the Equipment, attachment or unit
Standard SLA will apply to rented Equipment at no additional
charge.
EQUIPMENT AND POSTAGE METER RENTAL TERMS
25. Rental
(a) If you leasing the Equipment and paying for it in your lease payment to PBGFS, we will
Initial Term at least
prior written notice. When you receive notice of an increase, you may terminate your rental only
as of the date the increase becomes effective.
(b) At the end of the Initial Term, the rental term will automatically renew for successive 12-month
least 60 days prior to the renewal of the rental term to the address in Section 22 or create a case
at pitneybowes.com/us/contact-.
State and Local LTOP Term Rental Agreement (1/18) 9
Upon expiration of the term of the rental, you agree to return Equipment and Meters covered by
the rental in their original condition, reasonable wear and tear excepted.
26. Postage
You may transfer funds to The Pitney Bowes Bank, Inc. (the Bank for deposit into your Postage By
Phone® Reserve Account ) or you may transfer
funds to the United USPS Lockbox Bank
may charge you a fee of up to $15.00 for refilling your postage. After the Initial Term, we may increase
postage refill fees upon 30 days prior written notice. If you participate in any PBI, PBGFS, or Bank
postage advance programs (such as Purchase Power®), we will advance payment on your behalf to the
USPS, subject to repayment by you under the terms of the postage advance program and billed
separately from your rental fees.
27. Meter Repair or Replacement; Meter Care and Risk of Loss
If the Meter malfunctions or fails due to reasons other than an Excluded Circumstance, we will repair or
replace the Meter. You agree to take proper care of the Meter(s), as stated in this Agreement and any
user documentation. You assume all risk of loss or damage to the Meter(s) while you have possession.
28. Terms of Use of Meter; Federal Regulations
You may use the Meter solely for the purpose of processing your mail, provided that you are authorized
by the USPS to use the Meter, and that you comply with (i) this Agreement, (ii) any operator guide and (iii)
all USPS regulations. You agree to use only attachments or printing devices authorized by us. You must
receive our written consent before moving the Equipment or Meter to a different location. Federal
regulations require that we own the Meter. Tampering with or misusing the Meter is a violation of federal
law. Activities of the USPS, including the payment of refunds for postage by the USPS to clients, will be
made in accordance with the current Domestic Mail Manual. If the Meter is used in any unlawful scheme,
or used for any consecutive 12 month period, or if you take the Meter or allow the Meter to be taken
outside the United States without proper written permission of USPS Headquarters, or if you otherwise
fail to abide by the postal regulations and this Agreement regarding care and use of the Meter, then this
Agreement and any related Meter rental may be revoked. You acknowledge that any use of this Meter
that fraudulently deprives the USPS of revenue can cause you to be subject to civil and criminal penalties
applicable to fraud and/or false claims against the United States. The submission of a false or fraudulent
statement can result in imprisonment of up to 5 years and fines of up to $10,000 (18 U.S.C. 1001) and a
civil penalty of up to $5,000 plus an assessment of twice the amount falsely claimed (3 U.S.C. 3802). The
mailing of matter bearing a fraudulent postage meter imprint is an example of a violation of these statutes.
You are responsible for immediately reporting (within 72 hours or less) the theft or loss of the Meter to us.
Failure to comply with this notification provision in a timely manner may result in the denial of refund of
any funds remaining on the Meter at the time of loss or theft. You understand that the rules and
regulations regarding the use of this Meter as documented in the Domestic Mail Manual may be updated
from time to time by the USPS and it is your obligation to comply with any rules and regulations regarding
its use.
29. Rate Updates and Soft-Guard® Program
Your Meter or Equipment may require periodic rate updates that you will obtain under our Soft-Guard
program. We will provide rate updates only if required due to a postal or carrier change in rate, service,
-Guard program
rate changes, new classes of carrier service, or a change in ZIP Code or zone due to equipment
relocation. If you have received the maximum number of rate updates under the Soft-Guard program, you
will be bi
arising out of or resulting from the failure of rating or software downloads to conform to published rates.
30. Collection of Information
State and Local LTOP Term Rental Agreement (1/18) 10
You authorize us to access and download information from your Meter. We may disclose this information
to the USPS or other authorized governmental entity.
USPS or other governmental entity) individually identifiable information that we obtain about you in this
manner unless required to by law or court order
postage usage with third parties.
31. Value Based Services
Value based services are services the USPS provides, including e-Return Receipt and USPS
Confirmation Services. Any fees the USPS charges for these services are your responsibility to pay for
and are payable the same way that you pay for postage. The USPS is solely responsible for its services.
We are not responsible for any malfunctions of any part of the communication link connecting the Meter
with the USPS data system. We have the right to terminate the value based services if the USPS
discontinues offering the service or you breach your obligations under this Agreement and fail to cure the
breach within thirty days after you have been notified in writing.
USPS ACKNOWLEDGEMENT OF DEPOSIT
32. Acknowledgement of Deposit
This section of the agreement provides you with the sections that the USPS requires we include in any
agreement where we are renting a meter. The USPS requires that we use specific language. The
(a) In connection with your use of a Postage Evidencing System as defined in the Code of Federal
CFR
purpose of prepayment of postage on Postage Evidencing Systems, generating evidence of
Deposit
for deposit into your Reserve Account.
(b) To the extent you deposit funds in advance of the use of any evidence of postage, you may make
-
make deposits in your Reserve Account, in either case through electronic means, including
Automated Clearinghouse Transfers. The USPS may, at its discretion, designate itself or a
successor as recipient of Deposits made by you to the Lockbox Bank account described above.
(c) Any deposit made by you in your Reserve Account is subject to the Postage By Phone® Reserve
Account Agreement and Disclosure Statement governing your Reserve Account.
(d) Any Deposit made by you in the Lockbox Bank account shall be credited by the USPS only for
the payment of evidence of postage. Such Deposits may be commingled with Deposits of
other clients. You shall not receive or be entitled to any interest or other income earned on
such Deposits.
(e) The USPS will provide a refund to you for the remaining account balances of Deposits held by the
USPS. These refunds are provided in accordance with the rules and regulations governing
deposit of funds for evidence of postage, published in the CFR.
(f) 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 that
PBI can update its records.
(g) PBI may deposit funds on your behalf. The USPS will make no advances of funds to you. Any
relationship concerning advances of funds is between you and PBI, PBGFS and/or the Bank.
State and Local LTOP Term Rental Agreement (1/18) 11
(h) You acknowledge that the terms of this Acknowledgement may be changed, modified, or revoked
by the USPS, with appropriate notice.
(i) Postal Regulations governing the deposit of funds are published in the CFR or its successor. You
acknowledge that 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.
PURCHASE POWER TERMS
33. Purchase Power Program
(a) The Purchase Power credit line is a product of the Bank and is not available to individuals for
personal, family, or household purposes. In order to participate in the Purchase Power program (the
Program h) below. You will receive a set of
more specific provisions for the Program within thirty days of the date of this Agreement.
(b) Account
products, and services requested and the related fees, if applicable. Unless prohibited by law, you agree
to pay the fees and charges of which the Bank has given you notice, including those relating to: (i)
applicable transaction or overage fees (ii) your failure to pay in a timely manner; (iii) your exceeding your
credit line; and (iv) fees attributable to the return of any checks.
(c) You will receive a billing statement for each billing cycle in which you have activity in the Account.
The Bank may deliver any statement electronically to the email address that is on file for you. Payments
are due by the due date shown on your billing statement. You may pay the entire balance due or a portion
of the balance, provided that you pay at least the minimum payment shown on the statement. In the event
of a partial payment, you will be responsible for the unpaid balance.
(d) (i) By using the Program, you agree that whenever there is an unpaid balance outstanding on the
Account which is not paid in full by the due date shown on your billing statement, the Bank will charge
you, and you will pay, interest on the unpaid balance of the Account from time to time, for each day from
the date the transaction is posted to the Account until the date the unpaid balance is paid in full, at a
variable rate equal to the Annual Percentage Rate applicable to the Account from time to time. (ii) The
Annual Percentage Rate applicable to the Account will be: the greater of (x) 22% and (y) the sum of the
The Wall Street Journal on the last
business day of the month and the margin set forth below (the sum of the margin and the Prime Rate is
on any fluctuation in the Floating Rate, if applicable. Any change in the Annual Percentage Rate based on
the calculation described in this section will become effective on the first day of your next billing cycle. (iii)
The margin which will be added to the Prime Rate to determine the Floating Rate will be 14.75% (using
the Prime Rate in effect as of March 31, 2017, the daily periodic rate would be .05137%and the
corresponding annual percentage rate would be 18.75%). (iv) The Account balance that is subject to a
finance charge each day will include (x) outstanding balances, minus any payments and credits received
by the Bank on the Account that day, and (y) unpaid interest, fees, and other charges on the Account. (v)
The Bank will charge a minimum finance charge of $1.00 in any billing cycle if the finance charge as
calculated above is less than $1.00. (vi) Each payment that you make will be applied to reduce the
outstanding balance of the Account and replenish your available credit line. (vii) The Bank may refuse to
extend further credit if the amount of a requested charge plus your existing balance exceeds your credit
limit.
(e) The Bank may at any time close or suspend the Account, and may refuse to allow further charges
to the Account. Cancellation or suspension will not affect your obligation to pay any amounts you owe.
State and Local LTOP Term Rental Agreement (1/18) 12
(f) The Bank can amend any of the provisions and terms related to the Program at any time by
written notice to you (including by electronic notice via the email address that is then on file for you). You
are consenting to electronic delivery of any amendments to the Program terms. Each time you use the
Program, you are signifying your acceptance of the terms then in effect. An amendment becomes
effective on the date stated in the notice and will apply to any outstanding balance on the Account. The
Bank may terminate the Program at any time and will notify you in the event of any termination. Any
outstanding obligation will survive termination of the Program.
(g) The Program and any advances are governed by and construed in accordance with the laws of
the State of Utah and applicable federal law.
(h) USA PATRIOT Act - To help the government fight the funding of terrorism and money laundering
activities, Federal law requires financial institutions to obtain, verify and record information that
identifies each person who opens an account. Accordingly, in order to activate the Account, the Bank
asks that you agree to provide identifying information, including your address and taxpayer
identification number. The Bank may also ask for additional identifying information, where
appropriate, including asking that your representative who is opening the Account provide his/her
icense and/or other documents and information that will allow
the Bank to identify him/her. You agree to provide all such requested identifying information.
PRODUCT SPECIFIC TERMS
34. If you are acquiring an on-premise software license or on-demand subscription services,
including pbSmartPostage, RelayTM Communications Hub, and SendPro, additional terms apply which are
available by clicking on the hyperlink for that software or subscription service located at
www.pitneybowes.com/us/license-terms-of-use/software-and-subscription-terms-and-conditions.html .
Those additional terms are incorporated by reference.
35. DI2000 Inserting SystemTerms
Certain provisions which apply when you purchase, lease or rent a DI2000 inserting system and when
you purchase a service plan for it are set forth at pitneybowes.com/us/di2000-terms.html and are
incorporated by reference. Those provisions govern to the extent that they are inconsistent with the other
terms of this Agreement.
36. PBBackup and PC-Backup ServiceTerms
Certain provisions which apply when you utilize the PBBackup or PC-Backup services inserting system
are set forth at pitneybowes.com/us/pbbackup-service-and-pcbackup-service-terms.html and are
incorporated by reference.
Pitney Bowes Terms (Version 1/18)
PITNEY BOWES TERMS
Thank you for choosing Pitney Bowes products and services. These Terms, our privacy statement (the
Privacy Statement and Order make up your agreement with Pitney Bowes
Agreement . The Privacy Statement explains how we use your information. Please read this
Agreement carefully.
start with a few definitions that should help you better understand your agreement. PBI
Pitney Bowes Inc. Pitney Bowes its subsidiaries. We our us
. You your
identified on the Order. Meter any postage meter supplied by PBI under the Order, including (i)
in the case of a Connect+®, a SendPro® P series or a SendPro C series mailing system, the postal
security device, the application platform or tablet interface, the system controller and the print engine and
(ii) in the case of all other mailing systems, the postal security device, the user interface or keyboard and
display and the print engine. Equipment the equipment listed on the Order, excluding any
Meter, standalone software, and SendKit equipment which is provided in connection with a subscription
for the SendPro service, and any equipment provided in replacement of Covered Equipment under
Section 18(a)(ii). Lease set out in Sections 10 through 16.
The provisions included in these Terms consist of: (i) General Terms; (ii) Lease Terms; (iii) a Service
Level Agreement; (iv) Equipment and Postage Meter Rental Terms; (v) an Acknowledgement of Deposit
required by the United States Postal Service in any transaction involving a Meter; (vi) Purchase Power®
Terms for a limited purpose credit line that may be available to you; and (vii) provisions relating to specific
products.
GENERAL TERMS
1. Warranties
We warrant that all PBI-branded equipment PBI Equipment will be free from defects in material and
workmanship and will perform according to the operator guides for a period of ninety days from the date
(i) the PBI Equipment is installed at your location when PBI installs the PBI Equipment for you or (ii) the
PBI Equipment is delivered to you when you can install it yourself. The has its
own unique warranty that you can see at pitneybowes.com/us/di2000-terms.html.
(a) A defect .
(b) We warrant that any service Service we perform under the Service Level Agreement set out in
Sections 17 through 22 SLA will be performed in a professional and workmanlike manner.
(c) Your sole remedy for a warranty claim is to have us repair or replace the PBI Equipment
or, in the case of defective Service, reperform the Service.
(d) There is no warranty for PBI Equipment that needs to be repaired or replaced because of any
Excluded Circumstance. Excluded Circumstance is a circumstance ,
including an accident, your negligent or reckless use of the equipment, use of the equipment
which exceeds our recommendations or in a way not authorized by this Agreement or any
operator guide, use of the equipment in an environment with unsuitable humidity, line voltage,
damage in transit, software virus, loss of data, loss or fluctuation of power, fire, flood or other
natural causes, and other external forces beyond our control. The warranty also does not apply if
use required software updates, you use
the equipment with any system where we have told you that we will no longer provide support or
that we have advised you is no longer compatible, or you use third party supplies (such as ink),
hardware or software that results in (i) damage to equipment (including damage to
printheads), (ii) poor indicia, text or image print quality, (iii) indicia readability failures or (iv) a
failure to print indicia, text or images.
2
Pitney Bowes Terms (Version 1/18)
(e) The print engine(s), print engine components, structural components and printed circuit board
assemblies supplied with the PBI Equipment may be reclaimed, reconditioned or
remanufactured. These items are warranted to perform according to the same standards as the
equivalent new item.
(f) The warranty doesn t cover ink, ink rollers, toner and drum cartridges, ribbons and similar items
Consumable Supplies
(g) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, WE (ON BEHALF OF OURSELF
AND OUR SUPPLIERS) MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE AS TO THE EQUIPMENT OR SERVICES. WE MAKE NO REPRESENTATION OR
WARRANTY AS TO ANY THIRD PARTY EQUIPMENT. WE AGREE TO PASS THROUGH TO
YOU ALL THIRD PARTY EQUIPMENT WARRANTIES TO THE EXTENT PERMITTED.
2. Limitation of Liability
OUR TOTAL LIABILITY (INCLUDING ANY LIABILITY OF OUR SUPPLIERS) IS LIMITED TO THE
FEES PAID BY YOU FOR THE APPLICABLE EQUIPMENT OR SERVICES. NEITHER WE NOR OUR
SUPPLIERS IS LIABLE FOR ANY: (I) DAMAGE YOU MAY INCUR BY REASON OF YOUR MISUSE
OR NEGLIGENT USE OF THE EQUIPMENT OR YOUR NEGLIGENT ACTS OR OMISSIONS OR (II)
INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY NATURE
WHATSOEVER, INCLUDING COMMERCIAL LOSS, OR LOST PROFITS, DATA OR GOODWILL, FOR
ANY MATTER RELATING TO THIS AGREEMENT.
3. Default and Remedies
(a) If you don t make any payment within three days after the due date shown on our invoice, you
breach any other obligation under this Agreement or under any other agreement with Pitney
Bowes and such breach continues for thirty days after we give you notice or you become
insolvent or file for bankruptcy, you will be in default and we may:
(i) cancel this Agreement and any other agreements Pitney Bowes has with you;
(ii) require you to pay to us immediately all amounts payable under the Lease or other
agreements, whether then due or payable in the future;
(iii) disable the Meter;
(iv) require you to return the Equipment, Meter and software;
(v) if you don t return the Equipment, require you to immediately pay to us an amount equal
to the value of the Equipment, as determined by us;
(vi) charge you a late charge for each month that your payment is late;
(vii) charge you a check return fee for payments made by you with insufficient funds; and
(viii) pursue any other remedy, including repossessing the Equipment and Meter without
notice to you. To the extent permitted by law, you waive any notice of our repossession
or disposition of the Equipment or Meter. By repossessing the Equipment or Meter, we
waiving our right to collect the balance due.
(b) incurred in enforcing our rights.
(c) We may suspend any services during any period that your account is more than thirty days past
due.
4. Taxes
You agree to pay us for all applicable sales, use, property or other taxes (excluding taxes on net income)
related to the Lease or rental agreement based on or measured by your payments, the Equipment,
Equipment location, Meter and Meter location. We will determine the amount of all property and similar
taxes to be charged to you based on our reasonable valuation of the Equipment or of the Meter, taking
into consideration tax rates and depreciation. If any of these taxes are applicable, you agree to pay a tax
administrative charge set by us without reference to the tax charged or services performed; such fee and
charge exceed a total of $35 per year for each Lease schedule or rental agreement.
5. Embedded Software
3
Pitney Bowes Terms (Version 1/18)
Our Equipment may contain embedded software. For embedded software, you agree that: (i) we and our
licensors own the copyrights and other intellectual property to it; (ii) you are licensed only to use it with
our Equipment in which it resides; (iii) you copy, modify, de-compile, or attempt to unbundle,
reverse engineer or create derivative works of it; and (iv) you distribute or disclose it (or any portion)
to anyone. The embedded software may contain third party software which is subject to any terms
accompanying it. Technical support for embedded software will be given according to the SLA covering
the Equipment with the embedded software.
6. Internet Access Point
The internet connectivity for the Equipment or Meter may use an internet access point provided by us.
You may only use this access point for connectivity between the Equipment or Meter and the internet and
for no other purpose. You agree to pay all costs resulting from the use of the access point in violation of
this restriction.
7. Security Interest
You grant us a purchase money security interest in the Equipment, any replacements, and any proceeds
from the sale of the Equipment, to secure payment of any balance due. We have the right to recover the
Equipment if you paid for it. We may file a copy of this Agreement as a financing statement with
the State authorities. If you are leasing Equipment, you authorize us to file a Uniform Commercial Code
financing statement naming you as debtor/lessee with respect to the Equipment in order to protect our
interest in the Equipment.
8. Analog Connectivity
IF YOU USE AN ANALOG CONNECTION FOR YOUR MAILING SYSTEM, YOU ACKNOWLEDGE
THAT THE ANALOG CONNECTIVITY IS PROVIDED BY A THIRD PARTY SUPPLIER. NEITHER WE
NOR OUR SUPPLIERS PROVIDE ANY WARRANTY WITH RESPECT TO THE FUNCTIONALITY OR
QUALITY OF THE ANALOG CONNECTION. IF THE THIRD PARTY SUPPLIER NO LONGER
PROVIDES ANALOG CONNECTION CAPABILITY, W
AN ALTERNATIVE SUPPLIER AND YOU WILL HAVE TO USE A DIGITAL CONNECTION.
9. Miscellaneous
(a) You agree to use the Equipment and Meter only for business or commercial purposes, and not for
personal, family, or household purposes.
(b) Your use of any application will be subject to the terms of use provided at the time of your first
login.
(c) We aren t responsible for any delay or failure to perform resulting from causes outside of our
control.
(d) You may not assign this Agreement without our prior written consent. Any assignment without
our consent is void.
(e) Payments aren t subject to setoff or reduction.
(f) ANY LEGAL ACTION YOU FILE AGAINST US MUST BE STARTED WITHIN ONE YEAR
AFTER THE EVENT GIVING RISE TO YOUR CLAIM. YOU WAIVE ANY RIGHT TO TRIAL BY
JURY IN ANY ACTION RELATED TO THIS AGREEMENT.
(g) We can only change this Agreement if we both agree to do so in writing. You may use a purchase
order to offer to obtain equipment or services but none of its provisions will modify or
supersede these provisions unless we expressly agree in writing. If any provision in this
Agreement is found to be invalid or unenforceable, the remaining provisions be
affected.
4
Pitney Bowes Terms (Version 1/18)
(h) Our respective rights and obligations under Sections 2 (Limitation of Liability), 3 (Default and
Remedies) and 4 (Taxes) will survive termination of this Agreement.
(i) We may deliver any notice and other communication to you under this Agreement by email to the
email address that we have on file for you. You agree to the delivery of these notices and other
communications by email. We may call you at any number you give to us.
(j) This Agreement is governed by the laws of the State of Delaware.
(k) You agree that we can use your name in a client list and identify you as a client when
communicating with prospective clients, in each case along with our product or service that you
are using. You agree that we can use your name and logo in marketing content, including in an
advertising campaign, with your prior consent.
(l) You agree to comply with all applicable export control laws and regulations.
LEASE TERMS
10. Lease of Equipment; Provider of Leasing Services
If you are leasing Equipment, these Lease Terms apply. PBI is the manufacturer of the Equipment.
Pitney Bowes Global Financial Services LLC, a wholly-owned subsidiary of PBI , provides you
with the leasing services. The term of this Lease is the number of months stated on the O Lease
Term t install the Equipment, and the date of
installation if we install the Equipment. You may not cancel this Lease for any reason and all payment
obligations under this Lease are unconditional. You understand that we own the Equipment. PBI
owns any Meter as USPS regulations require. Except as stated in Section 12, you have the right to
become the owner of the Equipment at the end of the Lease Term.
11. Payment Terms
We will invoice you quarterly in advance for all payments on the Order, unless the Order says otherwise
(each such payment is Periodic Payment will make each Periodic Payment by the due date
shown on our invoice. Your Periodic Payment may include a one-time origination fee, amounts carried
over from a previous lease, software license and maintenance fees and other charges. Any Meter rental
fees PBI Payments
with the start of the Lease Term. After the Lease Term, your Periodic Payment will increase if your PBI
Payments increase.
12. End of Lease Options
During the 90 days before your Lease ends, you may, unless you are in default: (i) enter into a new lease
return the Equipment
and Meter in their original condition, reasonable wear and tear excepted, and pay us our then applicable
processing fee (including any equipment return fee). If you return the Equipment and Meter, you will, as
specified by us, either properly pack and return them to us in the return box and with the shipping label
provided by us or furnish them to a service carrier specified by us to pick up and ship them to us. If you
don t do one of the things listed in clause (i), (ii) or (iii) above, you will be deemed to have agreed to enter
into successive month to month extensions of the term of this Lease. You may choose to cancel the
automatic extensions at any time by
pitneybowes.com/us/contact-us.html (follow the . Upon
cancellation, you agree to either return all items as provided in this Section 12 or purchase the
Equipment.
13. WARRANTY AND LIMITATION OF LIABILITY
PBI PROVIDES YOU WITH THE LIMITED WARRANTIES IN SECTION 1. PBGFS MAKES NO
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR FREEDOM FROM INTERFERENCE OR
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Pitney Bowes Terms (Version 1/18)
INFRINGEMENT, AND PBGFS LIABLE FOR ANY LOSS, DAMAGE (INCLUDING INCIDENTAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES) OR EXPENSE CAUSED DIRECTLY OR INDIRECTLY
BY THE EQUIPMENT.
14. Equipment Obligations
You will keep the Equipment free from liens and in good condition and working order. We may inspect the
Equipment and related maintenance records. You may not move the Equipment from the location
specified on the Order without our prior written consent.
15. Risk of Loss and ValueMAX®Program
(a) You bear the entire risk of loss, theft, damage or destruction to the Equipment from the date of
shipment by us until the Equipment is returned to, and received by, us, regardless of cause,
Loss
under this Lease. You must immediately notify us in writing of any Loss. To protect the
Equipment from loss, you will either: (i) keep the Equipment insured against Loss for its full
replacement value under a comprehensive policy of insurance or other arrangement that is
Insurance
described in paragraph (b) below.
(b) YOU MUST CALL US AT 1-800-732-7222 OR GO TO www.pitneybowes.com/us/valuemaxoptout
AND PROVIDE US WITH EVIDENCE OF INSURANCE IF YOU DO NOT WISH TO BE
ENROLLED IN THE VALUEMAX PROGRAM. If you provide evidence of Insurance and
previously enrolled in our equipment replacement program (ValueMAX), we may include
the Equipment in the ValueMAX program and charge you a fee, which we will include as an
additional charge on your invoice. We will provide written notice reminding you of your
Insurance obligations described in paragraph (a) above. If the Equipment is included in the
ValueMAX program and any Loss occurs (other than from your gross negligence or willful
misconduct, which is not covered by ValueMAX), we will (unless you are in default) repair or
replace the Equipment. We liable to you if we terminate the ValueMAX program. By
providing the ValueMAX program, we aren t offering or selling you insurance; accordingly,
regulatory agencies reviewed this Lease, this program or its associated fees, nor are they
overseeing our financial condition.
16. Other Lease Terms
(a) If more than one lessee is named in this Lease, liability is joint and several. You, and any
guarantor signing the Order or any documents executed in connection with this Lease, agree to
furnish us financial information upon request. Each of these persons authorizes us to obtain
credit reports on them now and in the future.
(b) You may not assign or sublet the Equipment, the Meter or this Agreement without our prior
written consent. Any assignment without our consent is void. We may sell or assign all or part
of this Lease or the Equipment but it will not affect your rights or obligations.
(c) We will provide you with a welcome letter by email.
SERVICE LEVEL AGREEMENT
17. Applicability of SLA
This SLA section applies to you if we have entered into an agreement to provide service for any
Equipment we lease, rent or sell on the Order, excluding any DI2000 (the covered equipment is called
Covered Equipment
18. Service Level Options
(a) (i) If you sign up for Standard SLA on the Order, PBI will provide at its option either repair or
replacement services for the Covered Equipment during the Initial Service Term or any Renewal
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Pitney Bowes Terms (Version 1/18)
Service Term (each term as defined in Section 19 Service Term :
(x) replacement printheads for Covered Equipment without additional charge, except for
printheads which need to be replaced as a result of any Excluded Circumstance; and (y) two
preventative maintenance service calls per calendar year. PBI will notify you when preventative
maintenance is due or you can request preventative maintenance service. If your Covered
Equipment needs repair, PBI may provide repair by remote access, diagnostics and service
and/or by on-site repair service. Repair service is provided only for damage resulting from normal
wear and tear. Repair service may include the use of new, reconditioned, or remanufactured
parts and assemblies. PBI will provide parts or assemblies for discontinued equipment (or
equipment not marketed as new) only if available. If PBI deems it necessary, PBI will dispatch
a service technician to arrive at your location for on-site service. You won t incur hourly charges
unless service is performed outside Normal Working Hours, which will be done only with your
consent. Normal Working Hours 5 p.m., Monday Friday, excluding PBI-
observed U.S. holidays, in the time zone where the Equipment or other items are located.
(ii) If PBI determines that replacement of Covered Equipment is necessary, PBI will, at no
additional cost to you, promptly ship new, reconditioned, or remanufactured equipment of
the same or a functionally equivalent model to replace the affected Covered Equipment. Unless
PBI instructs you otherwise, within five days of receiving the replacement equipment, you
must pack the Covered Equipment to be replaced in the shipping carton that contained the
replacement equipment, place the pre-paid return address label on the carton, and return it to
PBI. You are responsible for the Covered Equipment until PBI receives it.
(b) If you are eligible to receive Performance SLA under our policies and you sign up for
Performance SLA on the Order, you will be entitled to receive: (i) all coverage provided under
Standard SLA; (ii) one two-hour application consultation for your mailing and shipping needs; and
(iii) admission for one person to a PBI mail management seminar. If PBI determines that on-site
service is necessary, PBI will use commercially reasonable efforts to have a service
technician on-site (during Normal Working Hours only) within 4 hours or 8 hours, as specified on
the Order, after PBI has determined that it can Response
Time Commitment
technician at your location. It a guaranteed resolution of the problem within the Response
Time Commitment period, and it guarantee that all parts necessary to make a repair will
be on-site within this time frame. The Response Time Commitment does not apply to Service
designated as service by replacement, relocation services, software maintenance, preventative
maintenance, operator training, or other services not essential to repair the Covered Equipment.
If the Covered Equipment is moved from its original location, PBI may, at its option, remove the
Response Time Commitment. If this happens, you will receive Standard SLA and we will adjust
the SLA charges payable by you appropriately. the Response Time
Commitment, we will provide you with a credit equal to the difference between the cost of
Standard SLA and Performance SLA for three months. In order to receive this credit, you must
use a credit request form which you can obtain from your service technician or by calling the
Customer Care Center. The credits are limited to credits for four failures to meet the
Response Time Commitment in any twelve-month period during the Service Term. These
remedies are your sole remedy for failure to meet the Response Time Commitment.
19. Service Term
for the Lease Term, if
you are leasing Initial Service Term SERVICE AUTOMATICALLY RENEWS FOR
TERMINATE YOUR SERVICE AS PROVIDED BELOW OR THE LEASE EXPIRES OR IS
TERMINATED OR THE RENEWAL IS PROHIBITED BY LAW. If you wish to renew Service, you
Termination Notice
to us at 2225 American Drive, Neenah, WI 54956 or you may create a case at
pitneybowes.com/us/contact-us.html (). Your
Termination Notice must include your customer account number and lease number (if applicable). PBI
reserves the right not to renew your SLA for any reason.
20. SLA Fees
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Pitney Bowes Terms (Version 1/18)
You will pay the SLA fees for the Initial Service Term and any Renewal Service Term(s). We may
increase the SLA fees after the Initial Service Term, and any increases will be reflected on your invoice. If
you receive service for repairs caused by any Excluded Circumstance, PBI will charge you for the service
If you exceed the cycle volume of your
Equipment specified on the Order, PBI may bill you for the additional cycles over the specified cycle
Overage
the rate in effect at the time that we determine that an Overage exists.
21. Service Changes
PBI may modify its Service Change Notice
whether the change is material. After receiving a Service Change Notice, if the change is material, you
may terminate Service by giving us a termination notice at the address indicated in Section 19 or you may
create a case at pitneybowes.com/us/contact-us.html (
).
22. Additional Service Terms
Service
include services and repairs that are made necessary due to any Excluded Circumstance. Service
excludes the supply of postal and carrier rate changes and Consumable Supplies. If you replace any of
your Covered Equipment during the Service Term, and the replacement Equipment qualifies for Services,
PBI will automatically enroll you for maintenance coverage on the new Equipment at
annual rates. If you acquire an attachment, or add a unit, to your Covered Equipment, PBI will provide
coverage for each attachment or unit which we determine qualifies for coverage under the SLA and adjust
your rate accordingly. If you choose not to continue coverage on the replacement Equipment, attachment
or unit, you may cancel Service for the item within thirty days of the date of your initial invoice for the item
from PBI. If you cancel, any further maintenance or repair services on the Equipment, attachment or unit
Standard SLA will apply to rented Equipment at no additional
charge.
EQUIPMENT AND POSTAGE METER RENTAL TERMS
23. Rental
(a) to PBGFS, we will
rental
Initial Term at least
When you receive notice of an increase, you may terminate your rental only as of the date the increase
becomes effective.
(b) At the end of the Initial Term, the rental term will automatically renew for successive 12-month
extensions. you must deliver a written notice to us at least 60
days prior to the renewal of the rental term to the address in Section 19 or create a case at
pitneybowes.com/us/contact-us.html (). Upon
expiration of the term of the rental, you agree to return Equipment and Meters covered by the rental in
their original condition, reasonable wear and tear excepted.
24. Postage
You may transfer funds to The Pitney Bowes Bank, Inc. (the Bank for deposit into your Postage By
Phone® Reserve Account that you maintain with the Bank (your Reserve Account ) or you may transfer
funds to the United States Postal USPS Lockbox Bank
may charge you a fee of up to $15.00 for refilling your postage. After the Initial Term, we may increase
postage refill fees upon 30 days prior written notice. If you participate in any PBI, PBGFS, or Bank
postage advance programs (such as Purchase Power), we will advance payment on your behalf to the
USPS, subject to repayment by you under the terms of the postage advance program and billed
separately from your rental fees.
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Pitney Bowes Terms (Version 1/18)
25. Meter Repair or Replacement; Meter Care and Risk of Loss
If the Meter malfunctions or fails due to reasons other than an Excluded Circumstance, we will repair or
replace the Meter. You agree to take proper care of the Meter(s), as stated in this Agreement and any
user documentation. You assume all risk of loss or damage to the Meter(s) while you have possession.
26. Terms of Use of Meter; Federal Regulations
You may use the Meter solely for the purpose of processing your mail, provided that you are authorized
by the USPS to use the Meter, and that you comply with (i) this Agreement, (ii) any operator guide and (iii)
all USPS regulations. You agree to use only attachments or printing devices authorized by us. You must
receive our written consent before moving the Equipment or Meter to a different location. Federal
regulations require that we own the Meter. Tampering with or misusing the Meter is a violation of federal
law. Activities of the USPS, including the payment of refunds for postage by the USPS to clients, will be
made in accordance with the current Domestic Mail Manual. If the Meter is used in any unlawful scheme,
or used for any consecutive 12 month period, or if you take the Meter or allow the Meter to be taken
outside the United States without proper written permission of USPS Headquarters, or if you otherwise
fail to abide by the postal regulations and this Agreement regarding care and use of the Meter, then this
Agreement and any related Meter rental may be revoked. You acknowledge that any use of this Meter
that fraudulently deprives the USPS of revenue can cause you to be subject to civil and criminal penalties
applicable to fraud and/or false claims against the United States. The submission of a false or fraudulent
statement can result in imprisonment of up to 5 years and fines of up to $10,000 (18 U.S.C. 1001) and a
civil penalty of up to $5,000 plus an assessment of twice the amount falsely claimed (3 U.S.C. 3802). The
mailing of matter bearing a fraudulent postage meter imprint is an example of a violation of these statutes.
You are responsible for immediately reporting (within 72 hours or less) the theft or loss of the Meter to us.
Failure to comply with this notification provision in a timely manner may result in the denial of refund of
any funds remaining on the Meter at the time of loss or theft. You understand that the rules and
regulations regarding the use of this Meter as documented in the Domestic Mail Manual may be updated
from time to time by the USPS and it is your obligation to comply with any rules and regulations regarding
its use.
27. Rate Updates and Soft-Guard® Program
Your Meter or Equipment may require periodic rate updates that you will obtain under our Soft-Guard
program. We will provide rate updates only if required due to a postal or carrier change in rate, service,
-Guard program
rate changes, new classes of carrier service, or a change in ZIP Code or zone due to equipment
relocation. If you have received the maximum number of rate updates under the Soft-Guard program, you
will be bil
arising out of or resulting from the failure of rating or software downloads to conform to published rates.
28. Collection of Information
You authorize us to access and download information from your Meter. We may disclose this information
to the USPS or other authorized governmental entity.
USPS or other governmental entity) individually identifiable information that we obtain about you in this
manner unless required to by law or court order
postage usage with third parties.
29. Value Based Services
Value based services are services the USPS provides, including e-Return Receipt and USPS
Confirmation Services. Any fees the USPS charges for these services are your responsibility to pay for
and are payable the same way that you pay for postage. The USPS is solely responsible for its services.
We are not responsible for any malfunctions of any part of the communication link connecting the Meter
with the USPS data system. We have the right to terminate the value-based services if the USPS
discontinues offering the service or you breach your obligations under this Agreement and fail to cure the
breach within thirty days after you have been notified in writing.
USPS ACKNOWLEDGEMENT OF DEPOSIT
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Pitney Bowes Terms (Version 1/18)
30. Acknowledgement of Deposit
This section of the agreement provides you with the sections that the USPS requires we include in any
agreement where we are renting a meter. The USPS requires that we use specific language. The
(a) In connection with your use of a Postage Evidencing System as defined in the Code of Federal
CFR
purpose of prepayment of postage on Postage Evidencing Systems, generating evidence of
Deposit
for deposit into your Reserve Account.
(b) To the extent you deposit funds in advance of the use of any evidence of postage, you may make
Deposits in the -
make deposits in your Reserve Account, in either case through electronic means, including
Automated Clearinghouse Transfers. The USPS may, at its discretion, designate itself or a
successor as recipient of Deposits made by you to the Lockbox Bank account described above.
(c) Any deposit made by you in your Reserve Account is subject to the Postage By Phone® Reserve
Account Agreement and Disclosure Statement governing your Reserve Account.
(d) Any Deposit made by you in the Lockbox Bank account shall be credited by the USPS only for
the payment of evidence of postage. Such Deposits may be commingled with Deposits of
other clients. You shall not receive or be entitled to any interest or other income earned on
such Deposits.
(e) The USPS will provide a refund to you for the remaining account balances of Deposits held by the
USPS. These refunds are provided in accordance with the rules and regulations governing
deposit of funds for evidence of postage, published in the CFR.
(f) 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 that
PBI can update its records.
(g) PBI may deposit funds on your behalf. The USPS will make no advances of funds to you. Any
relationship concerning advances of funds is between you and PBI, PBGFS and/or the Bank.
(h) You acknowledge that the terms of this Acknowledgement may be changed, modified, or revoked
by the USPS, with appropriate notice.
(i) Postal Regulations governing the deposit of funds are published in the CFR or its successor. You
acknowledge that 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.
PURCHASE POWER TERMS
31. Purchase Power Program
(a) The Purchase Power credit line is a product of the Bank and is not available to individuals for
personal, family, or household purposes. In order to participate in the Purchase Power program (the
Program h) below. You will receive a set of
more specific provisions for the Program within thirty days of the date of this Agreement.
(b) Account
products, and services requested and the related fees, if applicable. Unless prohibited by law, you agree
to pay the fees and charges of which the Bank has given you notice, including those relating to: (i)
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Pitney Bowes Terms (Version 1/18)
applicable transaction or overage fees; (ii) your failure to pay in a timely manner; (iii) your exceeding your
credit line; and (iv) fees attributable to the return of any checks.
(c) You will receive a billing statement for each billing cycle in which you have activity in the Account.
The Bank may deliver any statement electronically to the email address that is on file for you. Payments
are due by the due date shown on your billing statement. You may pay the entire balance due or a portion
of the balance, provided that you pay at least the minimum payment shown on the statement. In the event
of a partial payment, you will be responsible for the unpaid balance.
(d) (i) By using the Program, you agree that whenever there is an unpaid balance outstanding on the
Account which is not paid in full by the due date shown on your billing statement, the Bank will charge
you, and you will pay, interest on the unpaid balance of the Account from time to time, for each day from
the date the transaction is posted to the Account until the date the unpaid balance is paid in full, at a
variable rate equal to the Annual Percentage Rate applicable to the Account from time to time. (ii) The
Annual Percentage Rate applicable to the Account will be: the greater of (x) 22% and (y) the sum of the
The Wall Street Journal on the last
business day of the month and the margin set forth below (the sum of the margin and the Prime Rate is
on any fluctuation in the Floating Rate, if applicable. Any change in the Annual Percentage Rate based on
the calculation described in this section will become effective on the first day of your next billing cycle. (iii)
The margin which will be added to the Prime Rate to determine the Floating Rate will be 14.75% (using
the Prime Rate in effect as of March 31, 2017, the daily periodic rate would be .05137% and the
corresponding annual percentage rate would be 18.75%). (iv) The Account balance that is subject to a
finance charge each day will include (x) outstanding balances, minus any payments and credits received
by the Bank on the Account that day, and (y) unpaid interest, fees, and other charges on the Account. (v)
The Bank will charge a minimum finance charge of $1.00 in any billing cycle if the finance charge as
calculated above is less than $1.00. (vi) Each payment that you make will be applied to reduce the
outstanding balance of the Account and replenish your available credit line. (vii) The Bank may refuse to
extend further credit if the amount of a requested charge plus your existing balance exceeds your credit
limit.
(e) The Bank may at any time close or suspend the Account, and may refuse to allow further charges
to the Account. Cancellation or suspension will not affect your obligation to pay any amounts you owe.
(f) The Bank can amend any of the provisions and terms related to the Program at any time by
written notice to you (including by electronic notice via the email address that is then on file for you). You
are consenting to electronic delivery of any amendments to the Program terms. Each time you use the
Program, you are signifying your acceptance of the terms then in effect. An amendment becomes
effective on the date stated in the notice and will apply to any outstanding balance on the Account. The
Bank may terminate the Program at any time and will notify you in the event of any termination. Any
outstanding obligation will survive termination of the Program.
(g) The Program and any advances are governed by and construed in accordance with the laws of
the State of Utah and applicable federal law.
(h) USA PATRIOT Act - To help the government fight the funding of terrorism and money laundering
activities, Federal law requires financial institutions to obtain, verify and record information that identifies
each person who opens an account. Accordingly, in order to activate the Account, the Bank asks that you
agree to provide identifying information, including your address and taxpayer identification number. The
Bank may also ask for additional identifying information, where appropriate, including asking that your
representat
and/or other documents and information that will allow the Bank to identify him/her. You agree to provide
all such requested identifying information.
PRODUCT SPECIFIC TERMS
32. Software
If you are acquiring an on- premise software license or on-demand subscription services, including
, Relay Communications Hub, and SendPro, additional terms apply which are
available by clicking on the hyperlink for that software or subscription service located at
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Pitney Bowes Terms (Version 1/18)
www.pitneybowes.com/us/license-terms-of-use/software-and-subscription-terms-and-conditions.html.
Those additional terms are incorporated by reference.
33. DI2000 Inserting System Terms
Certain provisions which apply when you purchase, lease or rent a DI2000 inserting system and when
you purchase a service plan for it are set forth at pitneybowes.com/us/di2000-terms.html
and are incorporated by reference. Those provisions govern to the extent that they are inconsistent with
the other terms of this Agreement.
34. PBBackup and PC-Backup Service Terms
Certain provisions which apply when you utilize the PBBackup or PC-Backup services are set forth at
pitneybowes.com/us/pbbackup-service-and-pcbackup-service-terms.html and are incorporated by
reference.
GLACO-23-655/Schedule A to DMT 298 for DirectView/Final/7-12-2016
SCHEDULE A DirectViewTM Software License Agreement
The following terms apply only if you purchase a DirectViewTM product from PBDMT and are in addition to the terms set forth in the Agreement.
TM PBDMT and You ("Licensee") with PBDMT or one of
its affiliates relating to one or more of the DirectView TM software products named on the Order. The terms of this DirectViewTM Agreement are in addition to, and
do not supersede, the terms of the Agreement, except that, with respect to the Licensed Software (as defined in Section 1 below), this DirectViewTM Agreement
does supersede those portions of the Agreement that refer expressly to software (other than those portions that relate to financing with respect to the Licensed
Software). In the event of a conflict between the terms of this DirectViewTM Agreement and the Agreement with respect to the Licensed Software, the terms of
this DirectViewTM Agreement shall control. LICENSEE'S SIGNATURE ON THE ORDER, OR USE OR CONTINUED USE OF THE LICENSED SOFTWARE,
CONSTITUTES LICENSEE'S AGREEMENT TO THIS DirectViewTM AGREEMENT.
1.Definitions. As used in this DirectViewTM Agreement, the following
terms have the meanings set forth below:
means an entity that Controls, is Controlled by or is under
common Control with a party;
means the application, if any, identified in an Order;
Computer
Licensed Products are authorized to be installed and used;
means the ownership of more than fifty percent (50%) of an
Data Output
analyzing or processing Subscription Data, including geocode coordinates
or address corrections appended to Licensee database records.
means each separate, individual digital data record which is
used, referenced or accessed by the Licensed Products;
Documentation for
the Licensed Products, Support Guidelines and other specifications. The
Documentation may be modified from time-to-time to incorporate
Enhancements;
Enhancements
releases and corrective programming to the Software, Subscription Data or
Documentation that are provided as part of Maintenance Services;
Installation Site
Licensed Products are authorized to be installed and used;
means Client or the Affiliate of Client identified in an Order that
is authorized to use the Licensed Products identified therein;
means PBDMT or the Affiliate of PBDMT identified in an Order
that is granting the license set out therein;
means the Software and Enhancements;
Maintenance Services
below;
means the processing speed of a computer expressed in millions
of instructions per second;
Order to which a Licensee licenses
Licensed Products and obtains related services. Each Order will be in a
format substantially similar to the form set out in Exhibit 1;
or means the number of cores on each
processor or CPU in the Computer;
means access to and use of the Licensed Products,
including, without limitation, the submission and/or receipt of data,
documents or processing instructions, directly or indirectly via a server,
Internet, independent software application or otherwise, to the Computer,
from locations other than the Installation Site;
Service Provider
perform services, including, without limitation: to verify address information
and/or provide postal-related services; develop, design, archive, process
and/or print bills, statements or other business documents; merge or
convert print stream data; append geographic coordinates to address
records or other data and/or perform other data processing services; for
entities other than Licensee, such as an Affiliate;
means the computer software identified in an Order which may
include DirectViewTM products;
Subscription Data
census, geographic, demographic, and other data, that are either identified
in an Order or otherwise licensed with certain of the Licensed Products;
Support Guidelines
for the Licensed Products located at
http://www.pbinsight.com/resources/get/9898;
means a record or user query that is submitted to the
Licensed Products;
means an individual authorized by Licensee to use the Licensed
Products in accordance with an Order regardless of whether the individual
is actively using the Licensed Products at any given time; and
Warranty Period lowing initial
delivery of the Software.
2. Scope of Agreement; Orders by Licensee. From time to time
during the term of this DirectViewTM Agreement, Client may license Licensed
Products and obtain Maintenance Services by entering into one or more
Orders, which will become effective when executed by both parties. Each
Order will constitute a separate contract between the parties, and will be
governed in all respects by the terms of this DirectViewTM Agreement and
the applicable Order. Any conflict between the terms of an Order and this
DirectViewTM Agreement will be resolved in favor of the Order. Affiliates of
Client are authorized to place Orders under this DirectViewTM Agreement
DirectViewTM
Agreement, Client Affiliate is deemed to agree to be bound by the terms of
DirectViewTM
Agreement and the applicable Order will be deemed to refer to either Client
or such Client Affiliate entering into the Order.
3. Grant of License. Subject to the terms and conditions of this
DirectViewTM Agreement and all Orders, Licensor hereby grants to
Licensee a non-exclusive, non-transferable license to use the Licensed
Products in accordance with the terms of this DirectViewTM Agreement and
the applicable Order. Unless otherwise identified in an Order, the
Subscription Data is licensed for twelve (12) month terms and the license
to the Subscription Data may be renewed for additional twelve (12) month
terms as part of Maintenance Services in accordance with Section 8. The
grant of rights to the Licensed Products is not a sale of the Licensed
Products. Licensor and its third party providers reserve all rights not
expressly granted by this DirectViewTM Agreement.
4. Use of Licensed Products.
a) Licensee is permitted to use the Licensed Products and Data
Output only for its own internal business purposes. The Licensed Products
will be installed and used only at the Installation Site on the Computer
containing up to the number of MIPS or Processor Cores set out in the
applicable Order and utilizing the operating system set out therein. If the
Licensed Products are installed in a virtual environment, the number of
Processor Cores within the environment that may be used, in whole or in
any part, to access the Licensed Products will be set forth in the applicable
Order. Remote Access to the Licensed Products and use of the Licensed
GLACO-23-655/Schedule A to DMT 298 for DirectView/Final/7-12-2016
Products as a Service Provider are prohibited unless otherwise authorized
in the applicable Order. Additional terms of authorized use are as set forth
in the applicable Order, and may include limitations on: (i) the number of
Users; (ii) the Application authorized to access the Licensed Products and
use the Data Output; and (iii) the number of Transactions processed or
Data Records accessed using the Licensed Products. Licensed Products
licensed for desktop use by a specific number of Users may be installed on
the number of devices equal to the specific number of User licenses
purchased, or may be installed on multiple devices so long as the number
of Users do not exceed the number of licenses purchased.
b) Licensee may add additional Processor Cores or MIPS to the
Computer, transfer the Licensed Products to a different computer with
more MIPS or Processor Cores, utilize the Licensed Products with a
different operating system, process additional Transactions or add Users or
Applications upon PBDMT written consent and the payment of applicable
fees. If the Installation Site is located in the United States, such Installation
Site may be changed to another location within the United States upon
written notice to Licensor, but may not be changed to a location outside the
Site set forth in the Order is located outside of the United States, such
Installation Site may be changed to another location within the original
country upon notice to Licensor, but may not be changed to a different
c) Licensee may make a reasonable number of copies of the
Licensed Products and Documentation solely for back up or disaster
recovery purposes. Licensee must reproduce all copyright, trademark,
trade secret and other proprietary notices in such copies. The back up or
disaster recovery copies can only be used to perform disaster recovery
testing or if the Computer becomes inoperative. If the Computer becomes
inoperative, the Licensed Products can only be used on a back-up
computer utilizing the same operating system with equal to or a fewer
number of Processor Cores or MIPS as the Computer. Except to perform
procedures, Licensee is not permitted to use the back up or disaster
recovery copies of the Licensed Products for production or testing
concurrently with the production or testing copies of the Licensed Products.
d) Licensee may install, for a period not to exceed fifteen (15) days
from date of installation, Enhancements in a test environment for the sole
purpose of determining if such Enhancements will be deployed by
Licensee on the authorized Computer(s). Thereafter, Licensee is permitted
to install only the authorized number of licensed copies of the Licensed
Products on the authorized Computers.
e) Licensee may, upon prior written notice to Licensor, permit its
third party contractors to access and use the Licensed Products solely on
behalf of, and for the benefit of, Licensee, so long as: (i) contractor agrees
to comply fully with all terms and conditions of this Agreement and the
applicable Order(s) as if they were Licensee; (ii) Licensee remains
responsible for each contractor's compliance with this Agreement and the
applicable Order(s) and any breach thereof; (iii) any User limitation
includes User licenses allocated to Contractors; and (iv) the contractor is
not a competitor of PBDMT, Licensor or any Licensor Affiliate. All rights
granted to any contractor hereunder terminate immediately upon
conclusion of the services rendered to Licensee that gives rise to such
right. Upon termination of such rights, contractor must immediately cease
all use of the Licensed Products, un-install and destroy all copies of the
Licensed Products, Documentation and any other Licensor information in
its possession, and must certify in writing upon Licensor request of
compliance with this section.
f) In addition to the terms of this DirectView
TM Agreement and the
Order(s), product-specific license terms applicable to certain Licensed
Products can be found at http://www.pb.com/license-terms-of-use/ and are
hereby incorporated into this DirectViewTM Agreement by reference.
5. General Use Restrictions.
a) Licensee will not: (i) make derivative works of the Licensed
Products; (ii) reverse engineer, decompile or disassemble the Licensed
Products or any portion thereof; (iii) make copies of the Licensed Products
or Documentation except as otherwise authorized in Section 4(c) or an
Order; (iv) disclose the Licensed Products, Documentation or any other
Licensor information marked confidential or proprietary to any third party;
(v) sublicense, rent, lease, lend, or host the Licensed Products to or for
other parties; (vi) attempt to unlock or bypass any initialization system,
encryption methods or copy protection devices in the Licensed Products;
(vii) modify, alter or change the Licensed Products; (viii) alter, remove or
obscure any patent, trademark or copyright notice in the Licensed Products
or Documentation; or (ix) use components of a Licensed Product
independent of the Licensed Products they comprise.
b) Licensee is prohibited from using the Licensed Products within or
in conjunction with in-flight navigation or any vehicle navigation system
providing turn-by-turn directions.
c) Licensee will not use Data Output outside of the Application
designated in the Order (if applicable), or disclose Data Output to third
parties except as authorized in the applicable Order(s), including the
authorized disclosure of Data Output to third parties must prohibit those
third parties from selling, sublicensing or disclosing the Data Output to
additional third parties and from using the Data Output for any purpose
other than as authorized in the applicable Order(s). Licensee may use
Data Output to derive conclusions or recommendations that form part of
Output as part of those services. Licensee may translate Subscription
Data into other data formats so long as use of the Subscription Data in all
formats does not exceed the limits of this DirectViewTM Agreement and the
applicable Order(s).
6. Fees; Payment Terms.
a)
or agent, the license, maintenance, training and any other fees set out in
an Order. All fees identified in an Order or this Agreement and any
applicable taxes are due and payable within thirty (30) days from the date
percent (1.5%) per month or the highest amount permitted by law,
whichever is less, on any fees not paid by the due date. Unless otherwise
identified in an Order, all fees are stated in and will be paid in United States
currency.
b) The fees do not include any amount for taxes. Licensee will pay
all federal, state and local sales, use, property, excise, and other taxes
imposed on or with respect to this DirectViewTM Agreement or an Order for
the products and\or services provided hereunder. If any sales, use, excise
assessed against or required to be collected in connection with this
DirectViewTM Agreement or an Order, Licensor will itemize such taxes on
invoices issued in connection with an Order.
7. Indemnification.
a) Licensor will indemnify, defend and hold Licensee, its officers,
directors and employees, harmless from all losses, damages, and
reasonable costs and expenses to the extent they arise out of a claim by a
third party that the Licensed Products, when used in accordance with the
Documentation and in compliance with the terms of this DirectViewTM
Agreement and the applicable Order(s), infringe or misappropriate any
copyright, trade secret, trademark or patent registered or valid within the
country the Licensed Products are authorized to be installed as set out in
the applicable Order. Licensor will have control of the defense and will
defend at its own expense, any claim or litigation to which this indemnity
relates, including the right to settle any such claim. Licensee must notify
Licensor promptly of any such claim and provide reasonable cooperation to
Licen
claim. Licensor will not agree to any settlement which requires
acknowledgment of fault or an incurred liability on the part of an
indemnified party not otherwise covered by this indemnification without
defense of any claim with counsel of its choosing at its own expense.
b) If the Licensed Products are subject to a claim of infringement or
misappropriation, or if Licensor reasonably believes that the Licensed
Products may be subject to such a claim, Licensor reserves the right to: (i)
replace the Licensed Products with functionally equivalent Software or
Subscription Data; (ii) modify such Licensed Products while retaining
substantively equivalent functionality; (iii) procure at no cost to Licensee
the right to continue to use such Licensed Products; or (iv) if the foregoing
is not commercially reasonable, direct Licensee to terminate use of such
Licensed Products. If Licensor directs Licensee to terminate use of such
GLACO-23-655/Schedule A to DMT 298 for DirectView/Final/7-12-2016
Licensed Products (or a permanent injunction is issued against such use),
addition to the indemnification set out herein, will be limited to a pro rata
refund of the current maintenance fees unused at the time of termination
plus license fees previously paid for such Licensed Products that are
subject to the infringement or misappropriation claim based on: (i) a term of
sixty (60) months following execution of the applicable Order for a
perpetual license; or (ii) any pre-paid but unused fees for the balance of a
limited term license.
c) Licensor will have no obligation to indemnify Licensee under this
Section 7 if the
modification of the Licensed Products; (ii) combination, operation or use of
the Licensed Products with non-Licensor software products if such claim of
infringement or misappropriation would have been avoided had such
combination, operation or use not occurred; (iii) use of the Licensed
Products in breach of this Agreement or an Order; or (iv) use of other than
the most current release of the Licensed Products if such claim of
infringement or misa
use of such current release of the Licensed Products, provided Licensor
delivered such superseding version to Licensee and notified Licensee of
the need to use such version.
8. Maintenance; Renewal of Term License.
a) Licensee will obtain Maintenance Services for Licensed Products
for the initial term set forth in the Order and for the fees set forth therein.
Following such initial term, Licensee may elect to purchase additional
Maintenance Services in twelve (12) month terms at Licensor's then
current rates in accordance with this Section 8.
b) Maintenance Services consist of: (i) reasonable amounts of
telephone support to assist Licensee with the use of the Licensed Products
in accordance with the Support Guidelines; (ii) Enhancements provided to
other licensees of the Licensed Products who have paid for Maintenance
Services for the current maintenance term; (iii) Subscription Data, as
applicable; and (iv) the correction of errors or non-conformities with the
Licensed Products in accordance with the Support Guidelines. Telephone
support is provided only to the individuals located at a single designated
location. If Licensor is unable to correct a reported error or non-conformity
that is classified in the Support Guidelines as a critical or high severity level
problem within thirty (30) days following notice from Licensee or an
additional period of time reasonably agreed to by the parties, Licensee may
terminate Maintenance Services for such Licensed Products and receive,
as its remedy, a pro-rata refund of the fees paid for Maintenance Services
for the balance of the existing maintenance term.
c) Maintenance Services for the Licensed Products may be
terminated by Licensee prior to the end of a term upon notice to Licensor.
Licensor may terminate Maintenance Services for the Licensed Products
upon at least ninety (90) days written notice to Licensee prior to the end of
any term or upon one hundred eighty (180) days written notice to Licensee
for any superseded versions of the Licensed Products or if the Licensed
Products are licensed for use on an operating system or Computer that is
no longer supported by their developer or manufacturer.
d) If Licensee terminates or declines to renew Maintenance
Services for the Licensed Products and subsequently elects to renew
Maintenance Services, Licensee will pay to Licensor the fees for the
subsequent twelve (12) month renewal term plus three times (3x) the
applicable fees for the total period of non-maintenance.
e) Prior to the expiration of the term to any Licensed Products
licensed on a limited term, Licensee may renew or extend the term license
for such Licensed Products upon agreement by Licensor at rates and for
the duration set forth in a quote issued by Licensor. Licensee may issue
Licensor a purchase order for such renewal as set forth in the quote,
provided such purchase order will: (i) incorporate the terms of the
DirectViewTM Agreement and the applicable Order, as may be amended;
and (ii) not introduce any new terms. The parties agree that any pre-printed
terms on such purchase order will have no force or effect, and Licensor
hereby expressly disclaims any acceptance of such additional terms. If a
Licensee has a term license to the Licensed Products, Licensee must
renew the term license in order to purchase and obtain additional
Maintenance Services for such Licensed Products.
9. Training; Services.
a) In consideration of the fees for training set out in an Order,
Licensee may attend the training class identified therein. Licensee must
attend and, if the training is on-
to perform the training course prior to the expiration date set out in the
Order. If Licensee fails to have personnel attend the training class or
permit Licensor to perform the training class prior to such expiration date,
Licensor will not provide Licensee with a refund of the training fees or be
obligated to perform the training. Unless otherwise specified in an Order,
training w
will be solely responsible for all travel-related expenses incurred in
location, Licensee will pay for all reasonable travel-related expenses
incurred by Licensor in the performance of the training.
b) Licensor, upon Licensee request, may perform additional
Services performed by Licensor will be set forth in a Statement of Work
Agreement and addendum to this Agreement executed by the parties.
10. Warranties; Disclaimers.
a) Licensor represents and warrants that it has the right to grant to
Licensee the rights granted hereunder.
b) Licensor represents and warrants that during the Warranty
Period the Licensed Products will perform all material functions set out in
the Documentation for such Licensed Products and otherwise operate in
substantial accordance with such Documentation. If, during the Warranty
Period the Licensed Products fail to comply with this warranty, Licensee
must notify Licensor in writing of any alleged errors or non-conformities
with the Licensed Products. Licensor will have thirty (30) days from receipt
of such notice or an additional period of time as reasonably agreed to by
the parties to correct such errors or non-conformities in accordance with
the Support Guidelines. If Licensor is unable to timely correct such errors
or non-conformities, Licensee may elect to terminate the license to such
Licensed Products. If Licensee terminates the license to such Licensed
Products during the Warranty Period in accordance with this Section,
Licensee will, as its remedy, receive a refund of all fees previously paid for
such Licensed Products.
c) LICENSOR DOES NOT WARRANT THAT THE LICENSED
PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL
CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED
AS MEDIUM OR LOW SEVERITY LEVEL ISSUES. EXCEPT FOR THE
EXPRESS WARRANTIES SET FORTH IN THIS DirectViewTM
AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO
THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER
THIS DirectViewTM AGREEMENT, INCLUDING BUT NOT LIMITED TO,
ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, ACCURACY, RELIABILITY COURSE OF
DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.
d) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR
DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED
PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN
ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR
DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE
INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR
THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES
PROCESSED OR STORED BY THE LICENSED PRODUCTS.
e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING
DEVICE OR DEVICE REQUIRING ENABLEMENT: (i) TO COMPLY WITH
REQUIREMENTS OF REGULATORY AUTHORITIES; (ii) TO PREVENT
USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A
LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER
THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) TO
PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY
TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN
THE NUMBER OF USERS SET OUT IN AN ORDER.
11. Limitation of Liability.
GLACO-23-655/Schedule A to DMT 298 for DirectView/Final/7-12-2016
A)
PARTY SUPPLIERS WILL BE LIABLE FOR ANY PUNITIVE, SPECIAL,
CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES,
INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE,
BUSINESS INTERRUPTION, OR LOST DATA, EVEN IF SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR
DAMAGE.
B) MAXIMUM LIABILITY. IN ANY EV
FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT
OR ANY ORDER OR SOW (IN TORT, CONTRACT OR OTHERWISE)
WILL NOT EXCEED THE AMOUNT OF FEES PAID BY LICENSEE TO
LICENSOR UNDER THE APPLICABLE ORDER OR SOW.
C) EXCLUSIONS. THE FOREGOING DISCLAIMER SET FORTH
INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 7. THE
FOREGOING MAXIMUM LIABILITY SET FORTH IN SECTION 11(B)
LICENSED PRODUCTS), SECTION 5 (GENERAL USE RESTRICTIONS),
ION OBLIGATIONS
SET FORTH IN SECTION 7.
12. Term; Termination.
a) This DirectView
TM Agreement will commence as of the date
set forth above and will continue in effect until terminated as
set forth in this DirectViewTM Agreement or as agreed to in
writing signed by both parties. Each Order or SOW will be
effective as of the date set forth in such Order or SOW and
will remain in effect until its expiration. Any Order entered
into before the termination of this DirectViewTM Agreement
will remain in full force and effect for its entire term and this
DirectViewTM Agreement will remain in full force and effect
for purposes of such Order until the termination of such
Order, or in the case of perpetual licenses granted under an
Order, for the duration of the license.
b) Either party may terminate this DirectView
TM Agreement or any
Order by written notice to the other party if the other party commits a
material breach of this DirectViewTM Agreement or the applicable Order
and fails to cure such breach within thirty (30) days after receipt of such
notice, or an additional period of time as agreed to by the parties.
c) Upon: (i) expiration of a term license to any of the Licensed
Products, unless such term license is renewed; (ii) termination or expiration
of the license to any of the Licensed Products for any reason; or (iii)
termination of an Order, Licensee will immediately cease use of the
applicable Licensed Products and delete and/or remove all copies of such
products from its servers, terminals and other computer systems and
promptly return or destroy all copies of the Licensed Products,
Documentation and any other Licensor confidential and proprietary
compliance with the foregoing in writing.
d) Sections 6 (Fees, Payment Terms), 7 (Indemnification), 10
(Warranties, Disclaimers), 11 (Limitation of Liability), 12 (Term,
Termination), 16(e) (General), 17 (Applicable Law), 18 (Verification) and
other sections that by their nature are intended to survive will survive
termination of this Agreement or an Order indefinitely or to the extent set
out therein.
13. Force Majeure
party is responsible from any delay or failure to perform resulting from
causes beyond its reasonable control.
14. Assignment. Licensee is not permitted to transfer or assign (by
operation of law or otherwise) any of its rights or obligations under an
Order or this DirectViewTM Agreement without the prior written consent of
Licensor, which consent will not be unreasonably withheld, delayed or
consent will be void and of no force and effect.
15. Publicity
unreasonably withheld, delayed or denied, Licensor may prepare a press
Licensed Products. Otherwise, neither party will use the name of the other
party in publicity releases or similar activity without the consent of the other
par
16. General.
a) No waiver of any breach of any provision of this DirectViewTM
Agreement or an Order by either party or the failure of either party to insist
on the exact performance of any provision of this DirectViewTM Agreement
or an Order will constitute a waiver of any prior, concurrent or subsequent
breach of performance of the same or any other provisions hereof, and no
waiver will be effective unless made in writing.
b) Any notice alleging a breach of this DirectViewTM Agreement
must be in writing and be sent by overnight courier or delivered in person
to the party's address set forth in this DirectViewTM Agreement. Any other
notice required to be provided by Licensor under this Agreement may be
sent by postal mail service or e-mail to the individual designated by
Licensee. Any notice delivered to Licensor hereunder must be sent to the
c) If any provision of this DirectViewTM Agreement or an Order, or
portion thereof, is held to be invalid, illegal or unenforceable by a court of
competent jurisdiction, such provision will be severed and the remaining
provisions of the DirectViewTM Agreement or Order will remain in full force
and effect.
d) If physical delivery of the Licensed Products is required, delivery
of the Licensed Products will be FOB point of origin (within the United
States) and for deliveries outside of the United States or from any country
outside of the United States, delivery will be Carriage Paid To (CPT).
Licensor may, to the extent available, deliver the Licensed Products,
Enhancements or key codes electronically via the Internet or permit
Licensee to download the Licensed Products, Enhancements or key codes
e) Licensee agrees not to export, re-export, or provide the Licensed
Products to: (i) any country to which the United States has embargoed
Designated Nationals; (iii) any person or entity on the U.S. Commerce
export, re-export or provision violates any U.S. Export control or regulation.
f) Each party will act as an independent contractor and employees
of each party will not be considered to be employees of the other party. No
agency, partnership, joint venture or other joint relationship is created by this
Agreement. Neither party may make any commitments binding on the other,
nor may either party make any representation that they are acting for, or on
behalf of, the other.
17. Applicable Law. This DirectViewTM Agreement will be governed
by, and construed in accordance with, the laws of the State of New York
without regard to its principals of conflict of laws. In the event of any
dispute arising out of or relating to this DirectViewTM Agreement, a suit will
be brought only in a federal or state court of competent jurisdiction located
in New York County in the State of New York.
18. Verification. Upon ten (10) days written notice, Licensor or its
terms of
the DirectViewTM Agreement and applicable Order at all locations and for
all environments in which Licensee uses the Licensed Products. Such
verification will take place no more than one (1) time per twelve (12) month
period during normal business hours in a manner which minimizes
independent third party under obligations of confidentiality to provide
assistance. Licensor will notify Licensee in writing if any such verification
indicates that Licensee has used the Licensed Products in excess of the
use authorized by the DirectViewTM Agreement or Order. Licensee agrees
to promptly enter into an Order and pay all associated fees directly to
Licensor for the charges that Licensor specifies including, but not limited to:
(i) any excess use; (ii) maintenance and/or subscription fees for the excess
use for the duration of such excess or (2) two years, whichever is less; and
(iii) any additional charges determined as a result of such verification.
GLACO-23-655/Schedule A to DMT 298 for DirectView/Final/7-12-2016
19. U.S. Government Restricted Rights. If Licensee is an agency of
the United States Government, the Licensed Products will be deemed
th respect to such Licensed
Products and Documentation are limited by the terms of this DirectViewTM
Agreement, pursuant to FAR § 12.212(a) and/or DFARS § 227.7202-1(a),
as applicable.
20. Entire Agreement. This DirectViewTM Agreement, the Order, the
Agreement, any related statement of work, and all appendices, exhibits,
schedules and attachments hereto constitute the sole and complete
agreement between the parties with regard to its subject matter, may not
be modified or amended except by a writing signed by both parties except
as otherwise indicated herein, and supersedes all proposals,
understandings, representations, prior agreements or communications
relating to the Licensed Products and the subject matter of this
DirectViewTM Agreement. This DirectViewTM Agreement also supersedes
any pre-printed terms contained on any purchase order or similar
document issued by Licensee and any such terms will have no force or
effect. Neither this DirectViewTM Agreement nor any Order will be
construed against the party that has prepared such DirectViewTM
Agreement or Order, but instead will be construed as if both parties
prepared the DirectViewTM Agreement or Order.
Pitney Bowes Inc., through its Document Messaging Technologies division
PITNEY BOWES INC., DOCUMENT MESSAGING TECHNOLOGIES
DIRECT CONNECT SOFTWARE LICENSE EXHIBIT
IMPORTANT: The use of Direct Connect software supplied by Pitney
Bowes Inc., through its Document Messaging Technologies division ("Pitney
Bowes") is conditioned on Client's agreement to be bound by the terms and
conditions of this Direct Connect Software License Exhibit
. This Software License Exhibit covers the Direct Connect
software programs, databases and user documentation supplied pursuant to
the agreement into which this Software License Exhibit is incorporated. The
Direct Connect software programs and data bases covered by this Software
License Exhibit include Pitney Bowes' proprietary programs and databases as
well as programs and databases owned by third parties and distributed by
Pitney Bowes under a separate license agreement.
GRANT OF LICENSE: Pitney Bowes agrees to grant and Client agrees to
accept, a non-exclusive and non-transferable licenses to use the Direct
Connect software programs and data bases along with documentation
identified in the agreement (the "LICENSED PROGRAMS") in accordance
with the terms and conditions of this Software License Exhibit.
This Software License Exhibit authorizes the Client to use the LICENSED
PROGRAMS only in machine readable form and only in conjunction with
the operation of the specific system equipment identified in the agreement.
Any other use with any other equipment is expressly prohibited.
OWNERSHIP AND USE: Client may not copy the LICENSED
PROGRAMS. Pitney Bowes will provide one (1) copy of the LICENSED
PROGRAMS for back-up purposes. The LICENSED PROGRAMS cannot
be transferred via any media, including telecommunications lines, other than
that on which it is supplied to Client.
Client shall not create by decompilation or otherwise, the source programs or
any part thereof from the object program or from other information made
available under this Software License Exhibit.
Client shall not sell, transfer, publish, disclose, display, or otherwise make
available any Licensed Program or copies thereof to others.
Client acknowledges that the LICENSED PROGRAMS are trade secrets of
Pitney Bowes or of the third parties under whose license Pitney Bowes
provides the LICENSED PROGRAMS. Client agrees to secure and protect
the LICENSED PROGRAMS and copies thereof in a manner consistent with
maintenance of Pitney Bowes' rights therein and to take appropriate action by
instruction or agreement with its employees to satisfy its obligations
hereunder.
The terms of this Software License Exhibit are applicable to the LICENSED
PROGRAMS only and take precedence over the terms of any purchase order
or other document where such term is inconsistent with the terms of this
Software License Exhibit.
OTHER RESTRICTIONS: Client shall not use, transmit, or permit export
of the LICENSED PROGRAMS in any country where such use is not
permitted under United States export regulations or any other applicable law.
Use, duplication or disclosure by the Government is subject to any additional
restrictions as set forth in subdivision (b) (3) (ii) of the Rights to Technical
Data and Computer Software clause at 252.227-7013. Client shall not install,
download or execute software other than that provided under this Software
License Exhibit on the CPU or storage devices associated with this product.
TERMINATION: This Software License Exhibit is effective upon delivery
of the LICENSED PROGRAMS and shall remain in force until terminated.
Client may terminate this Software License Exhibit at any time by destroying
the programs and documentation together with all copies. This Software
License Exhibit will terminate automatically if any term of this Software
License Exhibit is violated by Client. Termination of the Software License
Exhibit shall be in addition to, and not in lieu of any other legal or equitable
remedies available to Pitney Bowes.
LIMITED WARRANTY: Pitney Bowes warrants for a period of ninety (90)
days from the date of delivery that the LICENSED PROGRAMS will perform
substantially in accordance with the user documentation.
This warranty is void if the LICENSED PROGRAMS fail to perform as a result
of accident, misuse, or due to use with software programs or non-qualifying
databases of any party other than Pitney Bowes or if used on any other
equipment or system other than the one(s) specifically identified in the
agreement. To the extent that any of the LICENSED PROGRAMS require
current data to operate according to the user documentation, if Client does not
obtain and install any necessary current data, this warranty is void.
EXCEPT AS HEREIN SPECIFICALLY PROVIDED, THE LICENSED
PROGRAMS ARE PROVIDED WITHOUT ANY WARRANTY OF ANY
KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT
LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
Pitney Bowes does not warrant that the functions contained in the LICENSED
PROGRAMS will meet Client's requirements, or that the operation of the
LICENSED PROGRAMS or any data base supplied will be uninterrupted or
error free.
Pitney Bowes may, from time-to-time, revise or update the LICENSED
PROGRAMS including user documentation, and in so doing, incurs no
obligation to furnish such revisions or updates to the Client after ninety (90) day
warranty except as provided for Software Maintenance Agreement subscribers.
Any revisions or updates issued during the warranty period will be warranted
for the remainder of the warranty period.
LIMITATION OF REMEDIES: Pitney Bowes' entire liability and Client's
exclusive remedy shall be the replacement of any LICENSED PROGRAMS
and/or media which are returned to Pitney Bowes.
IN NO EVENT WILL PITNEY BOWES BE LIABLE FOR ANY DIRECT,
INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY,
PUNITIVE OR SPECIAL DAMAGES, INCLUDING ANY LOST
PROFITS, ARISING OUT OF THE USE OR PERFORMANCE OF SUCH
LICENSED PROGRAMS BY CLIENT OR ANY THIRD PARTY EVEN
IF PITNEY BOWES HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
GENERAL: This Software License Exhibit and performance hereunder shall be
governed by and construed in accordance with the laws of the State of
Connecticut.
The waiver or failure of Pitney Bowes to exercise in any respect any right
provided for herein shall not be deemed a waiver of any future right hereunder.
If any portions of this Software License Exhibit are invalid under any applicable
statute or rule of law to that extent they shall be deemed omitted from this
Software License Exhibit.
LICENSEE HAS READ THIS SOFTWARE LICENSE EXHIBIT AND
UNDERSTANDS AND AGREES TO ABIDE BY ITS TERMS
{I0109946.1} 11/17/09, ck
DMT 6/30/11 1
SOFTWARE LICENSE AND MAINTENANCE AGREEMENT
for
includes, but is not limited to, Fast Forward, Clear Scan, OCR, AddressScript, and UMove
THIS SOFTWARE LICENSE AND MAINTENANCE AGREEMENT is between Pitney Bowes Inc., through its
Document Messaging Technologies Division, a Delaware corporation, with offices at 37 Executive Drive, Danbury,
Connecticut 06810, ("Pitney Bowes") and ________________________________, the customer ("Licensee") named in
the Purchase A Purchase Agreement sorter lease agreement (which agreement may include financing
Lease Agreement imbedded
sorter software products named above (whichever of the Purchase Agreement or the Lease Agreement is applicable is
referred to herein as the "Purchase/Lease Agreement"). The terms of this Agreement are in addition to, and do not
supersede, the terms of the Purchase/Lease Agreement, except that, with respect to the Pitney Bowes Software (as
defined in Section 1.1 below), this Agreement does supersede those portions of the Purchase/Lease Agreement that refer
expressly to software (other than those portions that relate to financing with respect to the Licensed Software). In the
event of a conflict between the terms of this Agreement and the Purchase/Lease Agreement with respect to the Pitney
Bowes Software, the terms of this Agreement shall control. LICENSEE'S SIGNATURE BELOW, OR USE OR
CONTINUED USE OF THE PITNEY BOWES SOFTWARE, CONSTITUTES LICENSEE'S AGREEMENT TO
THIS SOFTWARE LICENSE AGREEMENT.
1 LICENSE
1.1 License Grant and Term:
with, the terms and conditions set forth in this Agreement and subject to payment of all applicable license fees relating
to the Ope -
exclusive, non-License Term: Unless
terminated as provided herein, the term of the License for the Software shall commence on the equipment delivery date
and shall continue for a period of one (1) year. Thereafter, this agreement shall be renewed automatically for additional
one (1) year periods unless either party gives written notice of its intention not to renew no less than ninety (90) days
prior to the anniversary date. In the event Licensee elects to terminate this Agreement without cause prior to the
expiration of the then-current one (1) year term, no pro-rata refund will be provided.
Application Software provided hereunder requires Licensee to provide testing materials to the United States Postal
failure to obtain USPS approval.
1.2 Software Use: Licensee is authorized to use the Pitney Bowes Software solely for its own internal operations
on the sorter indicated in the Purchase/Lease Agreement, this Agreement or any applicable Statement of Work or
similar agreement between Pitney Bowes and Licensee with respect to the Pitney Bowes Software.
1.3 Backup Copies: Licensee shall have the right to make no more than one copy of the Pitney Bowes Software
solely for backup and archival purposes and exclusively for Licensee's internal use provided that such copies include all
original copyright and other proprietary notices.
1.4 Fees: Commencing on the equipment delivery date, Licensee shall pay to Pitney Bowes the license and
maintenance charges described in the Purchase/Lease Agreement or if applicable, Exhibit C attached hereto. For any
Software Maintenance provided after the first year, pricing will be reviewed on an annual basis. In the event Software
hereunder shall also terminate.
Pitney Bowes will invoice Licensee for annual license and maintenance charges (or for any pro rata portion thereof) on
the delivery date and on each subsequent anniversary thereof. Any invoice not paid within thirty (30) days of such
timeframe shall carry a late charge at the rate of 1.5% per month from the date such payment is due until paid in full. If
Licensee upgrades to a new release, i.e., major enhancements and/or new functionality of the programs licensed by
Pitney Bowes, the software maintenance services provided hereunder may be transferred to the new release at the then
current subscription fee for the new release less credit for fees previously paid hereunder.
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hereunder; advance purchase of blocks of clicks (11-digit finalized answers) is
Purchase/Lease Agreement. Licensee agrees to
purchase all such clicks from Pitney Bowes. Licensee further understands that if it purchases or otherwise acquires
2 WARRANTY
2.1 Warranty: Pitney Bowes warrants during the Warranty Period that the Pitney Bowes Software will conform
to all substantial operational functions of the Pitney Bowes Software described in any documentation provided if
Warranty Period
Software is ninety (90) days from the date of delivery. If the Pitney Bowes Software does not so conform during the
Warranty Period, Pitney Bowes shall, at its option, (i) repair the Pitney Bowes Software or (ii) replace the Pitney Bowes
Software. This warranty is void if the Pitney Bowes Software fails to perform as a result of accident, misuse, or due to
use with hardware, software programs or non-qualifying databases of any party other than Pitney Bowes. To the extent
that the Pitney Bowes Software requires current data to operate in accordance with the documentation, if Licensee does
not obtain and install any necessary current data, this warranty is void.
2.2 Warranty Limitation: EXCEPT AS HEREIN SPECIFICALLY PROVIDED, THE PITNEY BOWES
SOFTWARE IS PROVIDED WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE. PITNEY BOWES DOES NOT WARRANT THAT THE FUNCTION
CONTAINED IN THE PITNEY BOWES SOFTWARE WILL MEET
THE OPERATION OF THE PITNEY BOWES SOFTWARE OR ANY DATABASE SUPPLED WILL BE
UNINTERUPTED OR ERROR FREE.
3 PROPRIETARY RIGHTS
3.1 Ownership of Pitney Bowes Software. The Pitney Bowes Software and Materials, and all materials relating
Pitney Bowes Materials
and shall remain the sole and exclusive property of Pitney Bowes and/or its licensors and suppliers. The Pitney Bowes
Software and Materials are protected by United States copyright and international treaty provisions. Licensee shall not
sell, transfer, publish, disclose, distribute, display, copy, use or otherwise make available the Pitney Bowes Materials or
copies thereof to others except as expressly permitted in this Agreement. Licensee shall not remove, disfigure or alter
any of the proprietary notices or trademarks incorporated into the Pitney Bowes Materials.
3.2 Security. Licensee shall not sell, transfer, publish, disclose, display, or otherwise make available any Pitney
Bowes Software or copies thereof to others. Licensee acknowledges that the Pitney Bowes Software is a trade secret of
Pitney Bowes or of the third parties under whose license Pitney Bowes provides the Pitney Bowes Software. Licensee
agrees to secure and protect the Pitney Bowes Software and copies thereof in a manner consistent with maintenance of
ment with its employees to satisfy its
obligations hereunder.
3.3 No Decompiling. Licensee agrees not to: (a) disassemble, decompile or otherwise reverse engineer the Pitney
Bowes Software or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the Pitney
Bowes Software; (b) alter or modify the Pitney Bowes Software or Materials or create derivative works therefrom; or
(c) allow or assist others to do any of the foregoing. All rights in derivative works created by Licensee will be deemed
to be the property of and owned by Pitney Bowes or the Third Party provider who provided such content.
4 SOFTWARE MAINTENANCE
4.1 Software Maintenance: Software Maintenance for the Operating Software shall be provided as part of your
equipment warranty and/or equipment maintenance. Software Maintenance (as defined in Exhibit A) for Application
Software is available at an additional charge for as long as Pitney Bowes makes such Software Maintenance generally
available to its licensees of the Pitney Bowes Software.
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5 LIABILITY
5.1 Limitation of Liability:
REMEDY SHALL BE THE REPLACEMENT OF ANY PITNEY BOWES SOFTWARE. IF PITNEY BOWES IS
UNABLE TO DELIVER SUCH A REPLACEMENT, LICENSEE MAY TERMINATE THIS AGREEMENT BY
RETURNING THE PITNEY BOWES SOFTWARE, AND THE LICENSE FEE FOR ANY UNUSED PERIOD WILL
SOFTWARE BY LICENSEE OR ANY THIRD PARTY ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT
LIABILITY IN TORT OF WARRANTY, OR OTHERWSE, SHALL NOT EXCEED AMOUNTS PAID BY
LICENSEE FOR THE PARTICULAR PITNEY BOWES SOFTWARE.
5.2 Excluded Damages: IN NO EVENT WILL PITNEY BOWES BE LIABLE FOR ANY INCIDENTIAL OR
CONSEQUENTIAL DAMAGES, INCLUDING ANY LOST PROFITS, ARISING OUT OF THE USE OR
PERFORMANCE OF SUCH PITNEY BOWES SOFTWARE, EVEN IF PITNEY BOWES HAS BEEN ADVISED OF
THE POSSIBIILITY OF SUCH DAMAGES.
6 TERMINATION
6.1 Termination: This Agreement will terminate automatically if any term of this Agreement is violated by
Licensee. Termination of the license shall be in addition to, and not in lieu of any other legal or equitable remedy
available to Pitney Bowes.
6.2 Injunctive Relief: Licensee acknowledges that any breach of its obligations under this Agreement with
such third party irreparable injury for which there exists no adequate remedies at law, and therefore Pitney Bowes shall
be entitled to injunctive relief, without the posting of any bond, in addition to all other remedies provided by this
Agreement or available at law.
6.3 Survival: The following shall survive termination of this Agreement: Sections 1.4, 2.2, 3, 5, 6.2, 6.3, 7 and 8.
7 MISCELLANEOUS
7.1 Governing Law: This Agreement and the rights and duties set forth herein, shall be governed by the laws of
the State of Connecticut.
7.2 Severability: If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid,
illegal or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in
full force and effect.
7.3 Modifications: This Agreement may not be modified or amended in any way except in writing signed by duly
authorized representatives of Pitney Bowes and Licensee or as otherwise expressly provided herein. In no event shall
terms contained in any Licensee purchase order be made a part of or supersede this Agreement.
7.4 Non-waiver: A waiver of any breach or default under this Agreement shall not constitute a waiver of any
other or subsequent breach or default. Failure or delay by either party to enforce compliance with any term or condition
of this Agreement shall not constitute a waiver of such term or condition.
7.5 Binding Effect; Assignment: This Agreement shall be binding on and inure to the benefit of parties hereto
and their respective successors and permitted assigns. Licensee may not assign this Agreement or assign, sublicense or
transfer any of its rights hereunder without the prior written consent of Pitney Bowes. In addition, for certain
Application Software, the Third Party Content Provider may have to consent to the assignment of any licenses provided
hereunder and an additional fee may apply.
7.6 Third Party Content: Third Party Content
have been incorporated into the Pitney Bowes Software and/or the Materials by Pitney Bowes under permission from
Certain Third Party Content provided hereunder requires Licensee be certified
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obligation to pay to Pitney Bowes fees due hereunder. In addition, certain Third Party Content requires Licensee to
agree to additional terms of use set forth on Exhibit B hereto. ty Content
terminates, Licensee agrees: (a) that the Purchase/Lease Agreement and all other agreements related thereto (e.g.
equipment or software maintenance agreements) shall remain in full force and effect in accordance with their terms; (b)
to discontinue and/or return the terminated Third Party Content upon notice from Pitney Bowes; and (c) that Pitney
Bowes shall have no further obligation with respect to such Third Party Content.
7.7 Export and Other Laws: Licensee agrees that, unless it has obtained prior written authorization from the
United States Department of Commerce or is otherwise permitted by the United States Department of Commerce
Export Administration Regulations and, in either case, has the prior written consent of Pitney Bowes, it will not export
or otherwise disclose, directly or indirectly, any technology or software received from Pitney Bowes nor allow the direct
product thereof to be shipped or to be disclosed, either directly or indirectly, to any destination that is prohibited by the
United States Government or to a foreign national that is prohibited by the United States Government. Without limiting
the foregoing, Licensee and Pitney Bowes shall comply with all applicable laws and regulations relating to the Pitney
Bowes Software and its use. In addition, certain United States Postal Service regulations and/or rules prohibit the
transfer of certain software outside of the United States.
8 ENTIRE AGREEMENT: This Agreement, the Purchase/Lease Agreement, any related statement of work,
application design agreement or similar document signed by both Pitney Bowes and Licensee, and any other agreement
between Pitney Bowes and Licensee expressly referred to herein contain the entire agreement of the parties with respect
to the subject matter hereof and shall supersede any and all prior agreements, understandings, promises, representations
or warranties made by one party to the other, whether oral or in writing, concerning the subject matter contained herein
or the terms or conditions applicable hereto.
LICENSEE HAS READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ABIDE BY ITS
TERMS.
LICENSEE
COMPANY NAME: PITNEY BOWES INC., THROUGH ITS DOCUMENT
______________________________________ MESSAGING TECHNOLOGIES DIVISION
By: __________________________________ By: ____________________________________
Name: _______________________________ Name: _________________________________
Title: ________________________________ Title: __________________________________
Date: ________________________________ Date: __________________________________
PBI-DMT Contracts Review
Initials: _______
Date: _________
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EXHIBIT A
SOFTWARE MAINTENANCE
Software maintenance terms
If Licensee has elected to purchase maintenance from or has included maintenance in its lease payments to Pitney
Bowes for the software licensed hereunder, the following additional terms and conditions shall apply:
1. Services Provided. Pitney Bowes shall provide the following support services:
(a) Error Correction. Pitney Bowes shall attempt to correct documented errors in the Software. Errors must be
reported to Pitney Bowes within a reasonable time and must be repeatable by Pitney Bowes. Pitney Bowes shall, as
expeditiously as possible, use its best efforts to correct such errors, or to provide a software patch or bypass around
such error. No warranty is made that all errors can or will be corrected. Licensee shall provide Pitney Bowes with
reasonable direct and/or remote access to Licensee's equipment, the Software and all relevant documentation and
records, and shall provide such reasonable assistance as Pitney Bowes may request, including, but not limited to,
providing sample output and other diagnostic information.
(b) Updates. Pitney Bowes shall provide Licensee, at no additional cost, error corrections, modification or minor
enhancements (herein called "Updates") for the Software when such Updates are developed or published by Pitney
Bowes and made generally available to other licensees of the Software. All Updates shall become part of the
Software and shall be subject to the terms of this Agreement. Any new products developed or published by Pitney
Bowes will be offered to Licensee at Pitney Bowes's then current rates. Determination of whether specific software
programs are Updates or new products shall be made solely and exclusively by Pitney Bowes.
(c) USPS Address Data Directory. Pitney Bowes shall provide Data Directory updates to be installed by you on a
bi-monthly basis to satisfy USPS requirements.
(d) Sorting Software. Pitney Bowes shall provide Sorting updates to Licensee as required by the USPS, including
all postal rates and classification changes
(e) Telephone Support Service. Pitney Bowes will provide twenty-four (24) hours a day, seven (7) days a week, to
discuss technical and operational issues pertaining to Software.
2. Licensee Responsibilities.
(a) Operation. Licensee is responsible for properly managing and operating the Software.
(b) Modifications by Licensee. In no event shall Pitney Bowes be responsible to correct any errors or damages
resulting
(c) Uninstalled Updates. Support services shall only be offered with the most current version of the Software.
Pitney Bowes shall not be responsible for correcting any alleged error if the Licensee has failed to incorporate any
Update, which has been made available by Pitney Bowes.
3. Charges for Maintenance and Support.
(a) Commencing on the equipment delivery date, Licensee shall pay to Pitney Bowes the maintenance charges
described in the Agreement to which this is an exhibit. Pricing will be reviewed on an annual basis.
invoice Licensee for annual maintenance charges (or for any pro rata portion thereof) on the delivery date and on each
subsequent anniversary thereof. Any invoice not paid within thirty (30) days of such timeframe shall carry a late charge
at the rate of 1.5% per month from the date such payment is due until paid in full.
(c) If Licensee upgrades to a new release, i.e., major enhancements and/or new functionality of the
programs licensed by Pitney Bowes, the software maintenance services provided hereunder may be transferred to the
new release at the then current subscription fee for the new release less credit for fees previously paid hereunder.
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EXHIBIT B
The following terms apply if Licensee licenses certain third party Application Software hereunder
Software provided by Firstlogic, Inc. and/or its successors and assigns is subject to the following additional terms and
conditions.
Directories. Due to United States Postal Service regulations, Licensee, depending on which Licensed Product is being
product. The Licensed Software will not operate without a current Directory which is compatible with the Licensed
Software. Pitney Bowes, on behalf of Firstlogic and/or its successors and assigns, supplies updated Directories on an
annual basis to Licensees for whom such service is subscribed and for whom the annual software maintenance fee set
forth in the Sale/Lease Agreement is timely paid. In order to continue receiving the Directory updates, the software
maintenance must be renewed each year and another annual software maintenance fee paid to Pitney Bowes. During
the term of this Agreement, Pitney Bowes will supply Directory updates to each Licensee for such periods for which the
applicable Annual Subscription Fees are received by Pitney Bowes. PAYMENT OF THE APPLICABLE ANNUAL
SUBSCRIPTION FEES FOR EACH LICENSSE IS REQUIRED TO OPERATE THE LICENSED SOFTWARE
WITHIN THE LICENSEE APPLICATION.
Software provided by Computech Corporation and/or its successors and assigns is subject to the following additional
terms and conditions.
Dongles.
CARS II Software. If included, the dongle will prevent the use of such CAR II Software until Computech furnishes the
key which will activate the CARS II Software. Dongles are the property of Computech Corporation and are used to
prevent unauthorized copying or use of the CARS II Software. Dongles may not be transferred between Licensee
unless the corresponding software is transferred under the terms of this Agreement. Dongles remain the property of
Computech and must be returned by Integrator to Computech upon expiration/termination of each Licensee account.
Page 1 of 3
5/16 Pro Fin PBPMF FMV Lease
Pitney Bowes Production Mail Financing
Agreement Number
Your Business Information
Sample Application dba Test 311288690
Full legal name of lessee DBA name of lessee Tax ID # (FEIN/TIN)
3555 Fosterburg Road Alton IL 62002
Billing address City State ZIP+4
Scott Ackerman
Billing Contact Name Billing Contact Phone # Billing CAN #
123 Alton IL 62002
Installation address (if different from billing address) City State ZIP+4
Installation contact name Installation contact phone # Installation CAN #
Please note any special billing requirements here Invoice attention of Customer PO #
Your Business Needs
Quantity & PCN# Equipment
Software Maintenance (additional terms apply)
Hardware Maintenance (onsite or oncall, additional terms apply)
IntelliLink® Subscription/Meter Rental/Value Based Services
For solutions that include DM Infi
Professional Services (additional terms apply)
Other (additional terms apply)
Your Payment Plan
Number of months Monthly Amount
_______________________________________________ Required advance check of $ received
_______________________________________________ Tax exempt certificate attached
_______________________________________________
*Does not include any applicable Sales Taxes & Payment plans begin after any applicable Prorated Usage Period.
Your Acknowledgment
Pitney Bowes PBPMF Your signature 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. This Lease will become binding on PBPMF only after an authorized employee of
PBPMF accepts your offer by signing and dating this document below.
________________________________________________________________ _______________________________________________________________
Lessee Signature Authorized PBPMF Signature
________________________________________________________________ _______________________________________________________________
Print Name Print Name
________________________________________________________________ _______________________________________________________________
Title Date Title
________________________________________________________________ _______________________________________________________________
Account Representative Date
Form 15356 Rev (1/10) DMT Equipment Vendor: Pitney Bowes Inc:
See Pages 2-3 for additional terms and conditions For Sales and Service, call 1-800-322-8000
393700002
Page 2 of 3
LEASE TERMS
1. Payments. You, the customer, agree to lease from us, Pitney Bowes
PBPMF
does not include any referenced
IntelliL
PBI. You will be invoiced monthly, or in accordance with such other
will be in advance and due on the same day of each billing period. All
payments shall be payable to the address stated on the invoices or as we
direct you otherwise in writing. You agree to receive facsimile communications
from PBPMF and affiliates relating to your account and/or products and
services. 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. Lease Term. The term of this Lease is the Stated Term plus any
The Stated Term begins on the first day of the
month of the next calendar month following the date of acceptance under this
Lease. The period between the date your Equipment is accepted and the
beginning of the Stated Term is the Prorated Usage Period. During the
the Monthly Payment. If you enter into a new lease during the Stated Term
which incorporates the remaining payments under this Lease and the new
lease does not become effective, or is subsequently terminated, we may
reinstate this Lease.
3. Location, Ownership and UCC Filing. The Equipment may not be moved
from the location specified without first obtaining our written consent. The
Commercial Code Article 2A. We own the Equipment. However, if
this transaction is deemed to be a lease intended for security, you grant us a
purchase money security interest in the Equipment (including any
replacements, substitutions, additions, attachments and proceeds). You will
keep the Equipment free from any liens or encumbrances. We may sign and
file a UCC financing statement on your behalf.
4. Assignment. YOU MAY NOT ASSIGN, TRANSFER (BY OPERATION
OF LAW OR OTHERWISE) OR SUBLET THE EQUIPMENT OR THIS LEASE
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.
5. 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) purchase the
for its Fair Market Value, or (c) return the
Equipment in its original condition, reasonable wear and tear excepted. "Fair
Market Value" shall be equal to the value which would be obtained in an arms-
length transaction between an informed and willing buyer and an informed and
willing seller under no compulsion to sell, and in such determination, costs of
removal of the Equipment from its location of current use shall not be a
deduction from such value. If you and we cannot agree on the Fair Market
Value thereof, such value shall be determined by appraisal at your sole
expense. Appraisal shall be a procedure whereby two recognized
independent appraisers, one chosen by you and one by us, shall mutually
agree upon the amount in question. If the appraisers are unable to agree
upon the amount in question, a third recognized independent appraisers'
evaluation shall be binding and conclusive on you and us. 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.
6. Taxes. You agree to promptly reimburse us or pay directly if so requested
by us, for all charges, fees, and taxes (other than taxes on or measured by our
net income) which may now or hereafter be imposed or levied by any
governmental body or agency upon or in connection with the purchase,
ownership, lease, possession, use or location of the Equipment or otherwise
in connection with the transactions contemplated by the lease, including any
personal property taxes. If requested, you agree to file promptly on behalf of
us all requested tax returns and reports concerning the Equipment in form
satisfactory to us, with all appropriate governmental agencies and to mail a
copy to us concurrently with the filing thereof.
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 the selection, use,
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 a late fee each
month equal to 6% of such unpaid amount. For each dishonored or returned
payment item, check or draft, you will be assessed the applicable returned
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; (d) you are in default under any other present
guarantor of this Lease dies or does not perform its obligations under the
guaranty, or (f) you undergo a change in ownership or control of any type,
that in our judgment, results in a deterioration of your creditworthiness.
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 return 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. All of our rights and remedies are cumulative and are not
conditioned upon your default continuing. You agree to pay all of our costs of
enforcing our rights against you, including reasonable attorney's fees and you
will not make any claims against us for damages or trespass or any other
reason. If we take possession of the Equipment, we may sell or otherwise
dispose of it with or without notice, at a public or private sale, and apply the
net proceeds (after deducting all costs related to the sale or disposition of the
Equipment) to the amounts that you owe us. You agree that if notice of sale
is required by law to be given, ten days notice shall constitute reasonable
notice. You will remain responsible for any amounts that are due after we
have applied such net proceeds.
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,
provisions (if applicable), and the terms and conditions of Postage By
Phone® PLUS/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
FREEDOM FROM INFRINGEMENT, OR OTHERWISE. WE LEASE THE
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.
Page 3 of 3
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
until the Equipment is returned to
us. 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, naming us as loss payee and you shall at all
times maintain general liability insurance, with combined single limits of
$1,000,000 per occurrence and $2,000,000 in aggregate limits, with us named
as additional insu Each policy shall provide for no less than
30 days prior written notice of cancellation or non-renewal to us. You or your
agent must call us at 1-800-243-9506 and provide us with such evidence. If
you fail to maintain the required insurance on the Equipment, or provide proof
of same to us, we may at our sole discretion, but shall not be obligated to,
obtain insurance to protect our interest in the Equipment.
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
Monthly Payment, and taxes paid by us upon Equipment purchase, are
capitalized and paid by you over the Stated Term. If you so requested, your
-Guard®
the Lease Term, and such payments (though not a part of your lease with
PBPMF) are included in your Monthly Payment as an accommodation to you
and PBI; other fees, charges and taxes provided for in this Lease are not
included in your Monthly Payment and will be separately itemized on your
invoice. If indicated on page one, you have agreed to make a payment
training, consulting services, systems integration and data conversion, and
The Support Services Payment is
non-refundable.
15. Initial Lease Payment. At our discretion, you shall pay your first Monthly
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 Monthly Payment.
16. 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 hereby waive any
and all rights and remedies under UCC Article 2A (Sections 508-522). ANY
LEGAL ACTION YOU FILE AGAINST US MUST BE STARTED WITHIN ONE
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.
17. 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.
18. 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 that the individuals signing this Lease on your behalf
have all necessary authority. This Lease constitutes the entire agreement
between the parties as to the subjects addressed in this Lease, 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, 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
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
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.
19. Governing Law. This Lease shall be governed by Ohio law. You hereby
submit to the exclusive jurisdiction of any court located in the state of Ohio in
any legal action or proceeding relating to this Lease.
20. Anti-Money Laundering/International Trade Compliance. You represent
and warrant to us, as of the date of this Lease, the date of each advance of
proceeds under the Lease, the date of any renewal, extension or modification
of this Lease, and at all times until the Lease has been terminated and all
amounts thereunder have been indefeasibly paid in full, that: (a) no Covered
Entity (i) is a Sanctioned Person; or (ii) does business in or with, or derives
any of its operating income from investments in or transactions with, any
Sanctioned Country or Sanctioned Person in violation of any law, regulation,
order or directive enforced by any Compliance Authority; (b) the proceeds of
the Lease will not be used to fund any unlawful activity; (c) the funds used to
repay the Lease are not derived from any unlawful activity; and (d) each
Covered Entity is in compliance with, and no Covered Entity engages in any
dealings or transactions prohibited by, any laws of the United States.
Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury
Department/Financial Crimes Enforcement Network, (c) U.S. State
Department/Directorate of Defense Trade Controls, (d) U.S. Commerce
Department/Bureau of Industry and Security, (e) U.S. Internal Revenue
Service, (f) U.S. Justice Department, and (g) U.S. Securities and Exchange
subject to a sanctions program maintained by any Compliance Authority; and
thing listed or otherwise recognized as a specially designated, prohibited,
sanctioned or debarred person or entity, or subject to any limitations or
prohibitions (including but not limited to the blocking of property or rejection of
transactions), under any order or directive of any Compliance Authority or
otherwise subject to, or specially designated under, any sanctions program
maintained by any Compliance Authority.
21. USA PATRIOT Act Notice. To help the government fight the funding of
terrorism and money laundering activities, Federal law requires all financial
institutions to obtain, verify and record information that identifies each lessee
that opens an account. What this means: when you open an account, we will
ask for the business name, business address, taxpayer identifying number
and other information that will allow us to identify you, such as organizational
documents. For some businesses and organizations, we may also need to
ask for identifying information and documentation relating to certain
individuals associated with the business or organization.
E23
7/15 Pro Fin PBPMF Certificate of Acceptance
Pitney Bowes
Production Mail Financing
___________________________________________________________________________
CERTIFICATE OF ACCEPTANCE
LEASE #393700002
In compliance with the terms, conditions and provisions of Lease Agreement
#393700002 dated _____________, 20___ ("Lease") by and between the undersigned
Sample Application dba Test ("Lessee") and Pitney Bowes Production Mail Financing
("Lessor"), Lessee hereby:
(a) certifies and warrants that all Equipment described in the Lease referenced above
(the "Equipment") is delivered, inspected and fully installed, and operational as of the
Acceptance Date as indicated below;
(b) accepts all the Equipment for all purposes under the Lease and all attendant
documents as of this ______ day of _________________, 20_____ ("Acceptance
Date"); and
(c) restates and reaffirms, as of such Acceptance Date, each of the representations,
warranties and covenants heretofore given to Lessor in the Lease.
Lessor is hereby authorized to insert serial numbers on the Lease.
Lessee: Sample Application dba Test
By: _________________________________
Title: _______________________________
Date: _______________________________
E24
7/15 Pro Fin PBPMF Certificate of Incumbency
CERTIFICATE OF INCUMBENCY
The undersigned, duly elected and acting as Corporate Secretary or Assistant
Secretary of Sample Application dba Test ("Lessee") hereby certifies:
1. That he/she has the power and authority to execute this Certificate of Incumbency
on behalf of Lessee.
2. That the following named person(s) are authorized representatives of the Lessee
in the capacity set forth opposite each of their names and that each of their signatures is
genuine and correct.
3. That, as of the date hereof, the following named person(s) each have proper
corporate power and authority to execute and deliver any lease agreement between Lessee
and Pitney Bowes Production Mail Financing, any lease schedules pursuant thereto and any
other related documents.
Name (print) Title Signature
________________________ ____________________ _____________________
________________________ ____________________ _____________________
________________________ ____________________ _____________________
________________________ ____________________ _____________________
NOTE: THE CORPORATE SECRETARY OR ASSISTANT SECRETARY OF THE
ORGANIZATION MUST SIGN THIS CERTIFICATE AUTHORIZING THE SIGNER TO SIGN.
I hereby attest that this information is true and correct as of this _______ day of
_____________, 20___.
LESSEE: Sample Application dba Test
______________________________________
Signature of Corporate Secretary or Assistant Secretary
______________________________________
Print Name
______________________________________
Title
I01
Pitney Bowes Production Mail Financing
REQUEST FOR INSURANCE
April 24, 2018
Lessee: Sample Application dba Test
3555 Fosterburg Road
Alton, IL 62002
RE: Lease #393700002
Please complete this form and return it to Pitney Bowes Production Mail Financing along with a copy of your Certificate of
Insurance and Insurance Binder, naming Pitney Bowes Production Mail Financing as lender loss payee and additional insured, as
evidence that you have obtained the necessary insurance as required by your Lease Agreement.
As part of the Lease Agreement, you have agreed to )
insurance policy covering the equipment for its full replacement value. You are also required to carry a comprehensive general
liability insurance policy or other similar form of third party liability coverage with combined single limits of $1,000,000 per occurrence
and $2,000,000 in aggregate limits. The property insurance policy shall name Pitney Bowes Production Mail Financing and its
successors and/or assigns (ISAOA) as sole Lender Loss Payee and the general liability insurance policy shall name Pitney Bowes
Production Mail Financing and its successors and/or assigns (ISAOA) as an Additional Insured. In addition, such policies shall
have a provision stating that the policy cannot be changed or cancelled without 30 days prior written notice to Pitney Bowes
Production Mail Financing.
If you fail to obtain insurance or provide evidence thereof to us, you agree that we may, but shall not be obligated to, obtain such
insurance on your behalf and charge you for all costs and expenses associated therewith. Without limiting the forgoing, you
specifically agree that if we obtain insurance on your behalf, you will be required to pay a monthly insurance charge. The monthly
insurance charge will include reimbursement for premiums advanced to the insurer, finance charges (which will typically be at a
rate higher than the rate used to determine your equipment rental amount), billing and tracking fees, administrative expenses and
other related fees. We shall receive a portion of the insurance charges, which may include a profit from such finance, billing,
tracking, administrative and other charges.
Please provide the pertinent policy information below in addition to sending Pitney Bowes Production Mail Financing, copies of the
appropriate insurance documents requested above. Thank you for your assistance in this matter.
PLEASE COMPLETE ALL OF THE INFORMATION BELOW
INSURANCE AGENT INFORMATION:
Name: ___________________________________ Insurance Carrier: _____________________________
Address: _________________________________ Policy Number: _______________________________
__________________________________ Effective Date: ________________________________
__________________________________ Expiration Date: _______________________________
Phone Number: ____________________________
Fax Number: ______________________________
Lessee:Sample Application dba Test Please return this form to:
Print Name: _______________________________ Pitney Bowes Production Mail Financing
Signature: ________________________________ 995 Dalton Avenue
Title: ____________________________________ Cincinnati, OH 45203
Date: ____________________________________ Attn: _______________________________________
or by Fax: ___________________________________
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Z126-5741-US- 06 (11/2013) 1
Lease Purchase Master Agreement No: __________________
This Lease/Purchase Master Agreement For State and Local Government conditions under
which IBM Credit LLC will finance various charges. In addition, attached is the form of Lease/Purchase Supplement and Exhibits
thereto.
This Agreement and its applicable Supplements and Addenda are the complete agreement regarding the Financing Transactions and
replace any prior oral or written communications between both parties. If there is a conflict of terms among the documents, the order
of precedence will be as follows: (a) attachments or addenda to the Supplement, (b) Supplement, (c) attachments or addenda to the
Agreement, (d) this Agreement.
By signing below, both parties agree to the terms of this Agreement. Once signed, any reproduction of this Agreement or a
Supplement made by reliable means (for example, photocopy or facsimile) is considered an original.
Part 1 - Definitions
The following terms will have the meanings indicated below unless the context clearly requires otherwise:
Agreement means this Lease/Purchase Master Agreement.
Commencement Date is the date when the term of a Financing Transaction and Lessee's obligation to pay Lease Payments for
such Financing Transaction commence, which date shall be set forth in each Lease/Purchase Supplement.
means, collectively, the equipment lease/purchased pursuant to this Agreement, and with respect to each
Lease/Purchase Supplement, the equipment described in each Lease/Purchase Supplement, and all repairs, restorations,
modifications and improvements thereof or thereto made pursuant to Section 8.1 or Part 9.
is defined in Section 13.1.
means any software program licenses, maintenance, services, and other one-time charges to be lease/purchased
pursuant to this Agreement, and with respect to each Lease/Purchase Supplement, such items described therein.
means the lease/purchase transaction for Property set forth in any Lease/Purchase Supplement entered
into pursuant this Agreement.
or means a Lease/Purchase Supplement in the form attached hereto.
means the Lease Payments payable by Lessee under Part 6 of this Agreement and with respect to each
Lease/Purchase Supplement, the Payment Amounts set forth in each Lease/Purchase Supplement in Exhibit 1 thereto.
means the dates for the Lease Payments as set forth in the Payment Schedules for each Lease/Purchase
Supplement.
Lease Term means, with respect to a Financing Transaction, the Original Term and all Renewal Terms. The Lease Term for each
Financing Transaction entered into hereunder shall be set forth in a Lease/Purchase Supplement, as provided in Section 4.2.
Lessee means the entity identified as such on the signature line below, and its permitted successors and assigns.
Lessor means the entity identified as such on the signature line below, and its successors and assigns.
is defined in Section 6.6.
means, with respect to a Financing Transaction, the period from the Commencement Date until the end of the
budget year of Lessee in effect at the Commencement Date.
means, with respect to a Financing Transaction, one or more schedules of lease payments for the Original
Term and all Renewal Terms that indicates the Payment Due Date, the Lease Payment, the Interest Component and the Prepayment
Price as set forth in each Payment Schedule.
Property means, collectively, the Equipment and Financed Items lease/purchased pursuant to this Agreement, and with respect to
each Lease/Purchase Supplement, the Equipment and Financed Items described in such Lease/Purchase Supplement.
Purchase Price means the amount that Lessee may, in its discretion, pay to Lessor to purchase the Property under a
Lease/Purchase Supplement, as provided in Section 11.1 and as set forth in the Lease/Purchase Supplement.
Renewal Terms means the renewal terms of a Financing Transaction, each having a duration of one year and a term coextensive
with Lessee's budget year.
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Z126-5741-US- 06 (11/2013) 2
means the state or commonwealth where Lessee is located.
means International B
leased/purchased by Lessee.
Part 2 - Separate Financings
Each Supplement executed and delivered under this Agreement shall be a separate financing, distinct from other Supplements.
Without limiting the foregoing, upon the occurrence of an Event of Default or a Nonappropriation Event with respect to a Supplement,
Lessor shall have the rights and remedies specified herein with respect to the Property financed and the Lease Payments payable
under such Supplement, and except as expressly provided in Section 12.2 below, Lessor shall have no rights or remedies with
respect to Property financed or Lease Payments payable under any other Supplements unless an Event of Default or
Nonappropriation Event has also occurred under such other Supplements.
Part 3 -
As of the Commencement Date for each Supplement executed and delivered hereunder, Lessee shall be deemed to represent,
covenant and warrant for the benefit of Lessor as follows:
a. Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full
power and authority to enter into this Agreement and the Supplement and the transactions contemplated thereby and to perform all of
its obligations thereunder. Lessee has a substantial amount of one or more of the following sovereign powers: (i) the power to tax,
(ii) the power of eminent domain, and (iii) the police power.
b. Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body
corporate and politic. To the extent Lessee should merge with another entity under the laws of the State, Lessee agrees that as a
condition to such merger it will require that the remaining or resulting entity shall be assigned Lessee's rights and shall assume
Lessee's obligations hereunder.
c. Lessee has been duly authorized to execute and deliver this Agreement and the Supplement by proper action by its governing
body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure
the validity and enforceability of this Agreement and the Supplement, and Lessee has complied with such public bidding
requirements as may be applicable to this Agreement and the Supplement and the acquisition by Lessee of the Property thereunder.
On or before the Commencement Date, Lessee shall cause to be executed an Opinion of ounsel in substantially the form
attached to the form of the Supplement as Exhibit
Supplement as Exhibit 3.
d. During the Lease Term for the Supplement, the Property thereunder will perform and will be used by Lessee only for the purpose
of performing essential governmental uses and public functions within the permissible scope of Lessee's authority.
e. Lessee will provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and
other financial information relating to the ability of Lessee to continue this Agreement and the Supplement in such form and
containing such information as may be requested by Lessor.
f. Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), including
Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in
order to maintain the excludability from gross income for federal income tax purposes of the interest component of Lease Payments
under the Supplement and will not use or permit the use of the Property in such a manner as to cause a Supplement to be a "private
activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that no part of the proceeds of the Supplement shall
be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any
time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the date of issuance of the Agreement,
would have caused any portion of the Supplement to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or
Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and
applicable to obligations issued on the date of issuance of the Supplement.
g. The execution, delivery and performance of this Agreement and the Supplement and compliance with the provisions hereof and
thereof by Lessee does not conflict with, or result in a violation or breach or constitute a default under, any resolution, bond,
agreement, indenture, mortgage, note, lease of, or other instrument to which Lessee is a party or by which it is bound by any law or
any rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Lessee or any of its activities
or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature
whatsoever upon any property or assets of Lessee or to which it is subject.
h. Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect
without giving thirty (30) days prior notice to Lessor.
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Part 4 - The Transactions
4.1 Lease of Property. On the Commencement Date of each Financing Transaction executed in the Supplement hereunder, Lessor
will be deemed to demise, lease and let to Lessee, and Lessee will be deemed to rent, lease and hire from Lessor, the Property
described in such Supplement, in accordance with this Agreement and such Supplement, for the Lease Term set forth in such
Supplement.
4.2 Lease Term. The term of each Financing Transaction shall commence on the Commencement Date set forth in the Certificate of
Acceptance and shall terminate upon payment of the final Lease Payment set forth in such Payment Schedule and the exercise of
the Deemed Purchase described in Section 11.1, unless terminated sooner pursuant to this Agreement or the Supplement.
4.3 Delivery, Installation and Acceptance of Property. Lessee shall order the Property, shall cause the Property to be delivered
and installed at the locations specified in the applicable Supplement, and shall pay all taxes, delivery costs and installation costs, if
any, in connection therewith. To the extent funds are deposited under an escrow agreement for the acquisition of the Property, such
funds shall be disbursed as provided therein. When the Property described in such Supplement is delivered, installed and accepted
as to Lessee's specifications, Lessee shall immediately accept the Property and evidence said acceptance by executing and
delivering to Lessor the Certificate of Acceptance substantially in the form attached to the Supplement.
4.4 Assignment to Lessor. With respect to Property, Lessee assigns for security purposes to Lessor, effective upon Lessor signing
the Supplement, its right to purchase the Property from its Supplier. Although Lessor shall have the obligation to pay the Supplier for
the Property, not to exceed the principal amount set forth in the Supplement, title to the Property shall pass directly from Supplier to
All other rights and obligations as
)
shall remain with Lessee. Lessee represents that it has reviewed and approved the Purchase Agreement. Lessor will not modify or
rescind the Purchase Agreement.
4.5 Credit Review. For each Financing Transaction, Lessee consents to a reasonable credit review by Lessor.
Part 5 - Rights of Access
5.1 Enjoyment of Property. Lessee shall during the Lease Term peaceably and quietly have, hold and enjoy the Property, without
suit, trouble or hindrance from Lessor, except as expressly set forth in this Agreement. Neither Lessor nor its successors or assigns
shall interfere with such quiet use and enjoyment during the Lease Term so long as Lessee is not in default under the subject
Supplement.
5.2 Location; Inspection. The Property will be initially located or based at the location specified in the applicable Supplement.
Upon reasonable advance request, Lessee agrees to allow Lessor to inspect the Equipment and its maintenance records during
identifying labels supplied by Lessor indicating ownership.
Part 6 Payments
6.1 Lease Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of
Lessee to pay Lease Payments hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a
debt of Lessee in contravention of any applicable constitutional, statutory or charter limitation or requirement concerning the creation
of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the faith and credit or taxing power of Lessee.
Upon the appropriation of Lease Payments for a fiscal year, the Lease Payments for said fiscal year, and only the Lease Payments
for said current fiscal year, shall be a binding obligation of Lessee; provided that such obligation shall not include a pledge of the
taxing power of Lessee.
6.2 Payment of Lease Payments. Lessee shall promptly pay Lease Payments under each Supplement, exclusively from legally
available funds, in lawful money of the United States of America, to Lessor in such amounts and on such dates as described in the
applicable Payment Schedule, at Lessor's address set forth unless Lessor instructs Lessee
otherwise. Lessee shall pay Lessor a charge on any delinquent Lease Payments in an amount sufficient to cover all additional costs
and expenses incurred by Lessor from such delinquent Lease Payment. In addition, Lessee shall pay a late charge of five cents per
dollar or the highest amount permitted by applicable law, whichever is lower, on all delinquent Lease Payments and interest on said
delinquent amounts from the date such amounts were due until paid at the rate of 12% per annum or the maximum amount permitted
by law, whichever is less.
6.3 Interest Component. A portion of each Lease Payment due under each Supplement is paid as, and represents payment of,
interest, and each Supplement hereunder shall set forth the interest component (or method of computation thereof) of each Lease
Payment thereunder during the Lease Term.
6.4 Lease Payments to be Unconditional. SUBJECT TO SECTION 6.6, THE OBLIGATIONS OF LESSEE TO PAY THE LEASE
PAYMENTS DUE UNDER THE SUPPLEMENTS AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND
AGREEMENTS CONTAINED HEREIN SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT,
DIMINUTION, DEDUCTION, SET-OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION, ANY DEFECTS,
MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN THE PROPERTY OR ANY ACCIDENT, CONDEMNATION OR
UNFORESEEN CIRCUMSTANCES. THIS PROVISION SHALL NOT LIMIT LESSEE'S RIGHTS OR ACTIONS AGAINST ANY
SUPPLIER AS PROVIDED IN SECTION 10.2.
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6.5 Continuation of Lease by Lessee. Lessee intends to continue all Supplements entered into pursuant to this Agreement and to
pay the Lease Payments thereunder. Lessee reasonably believes that legally available funds in an amount sufficient to make all
Lease Payments during the term of all Supplements can be obtained. Lessee agrees that during the budgeting process for each
budget year its staff will provide to the governing body of Lessee notification of any Lease Payments due under the Supplements
during the following budget year.
6.6 Nonappropriation. If, during the then current Original Term or Renewal Term, sufficient funds are not appropriated to make
Lease Payments required under a Supplement for the following fiscal year, Lessee shall be deemed to not have renewed such
Supplement for the following fiscal year and the Supplement shall terminate at the end of the then current Original Term or Renewal
Term and Lessee shall not be obligated to make Lease Payments under said Supplement beyond the then current fiscal year for
which funds have been appropriated. Upon the occurrence of such nonappropriation (a "Nonappropriation Event") Lessee shall, no
later than the end of the fiscal year for which Lease Payments have been appropriated, deliver possession of the Property under said
Supplement to Lessor. If Lessee fails to deliver possession of the Property to Lessor upon termination of said Supplement by reason
of a Nonappropriation Event, the termination shall nevertheless be effective but Lessee shall be responsible for the payment of
damages in an amount equal to the portion of Lease Payments thereafter coming due that is attributable to the number of days after
the termination during which the Lessee fails to deliver possession and for any other loss suffered by Lessor as a result of Lessee's
failure to deliver possession as required. In the event of a Nonappropriation Event under a Supplement, Lessee shall cease use of all
software financed or acquired under the applicable Supplement and shall confirm and state in writing to Lessor that it has: (1)
deleted or disabled all files and copies of the software from the equipment on which it was installed; (2) returned all software
documentation, training manuals, and physical media on which the software was delivered; and (3) has no ability to use the returned
software. Lessor may, by written instructions to any escrow agent who is holding proceeds of the Supplement, instruct such escrow
agent to release all such proceeds and any earnings thereon to Lessor, such sums to be credited to Lessee's obligations under the
Supplement and this Agreement. Lessee shall notify Lessor in writing within seven (7) days after the failure of the Lessee to
appropriate funds sufficient for the payment of the Lease Payments, but failure to provide such notice shall not operate to extend the
Lease Term or result in any liability to Lessee. In the event of such nonappropriation, upon request from Lessor, Lessee agrees to
provide in a timely manner, written evidence of such nonappropriation, a copy of the fiscal year budget in which such
nonappropriation occurred and any other related documentation reasonably requested by Lessor.
Part 7 - Title; Security Interest
7.1 Title to the Property. Upon acceptance of the Equipment by Lessee and unless otherwise required by the laws of the State, title
to the Equipment shall vest directly in Lessee from the Supplier, subject to Lessor's interests under the applicable Supplement and
this Agreement. Software that the Lessee acquires from the Supplier and finances with Lessor remains the property of the licensor.
Ownership of the software is governed by the license agreement between the licensor and the Lessee and is not affected by this
Agreement.
7.2 Personal Property. The Equipment is and will remain personal property and will not be deemed to be affixed to or a part of the
real estate on which it may be situated, notwithstanding that the Equipment or any part thereof may be or hereafter become in any
manner physically affixed or attached to real estate or any building thereon. If requested by Lessor, Lessee will, at Lessee's
expense, furnish a waiver of any interest in the Equipment from any party having an interest in any such real estate or building.
7.3 Security Interest. To the extent permitted by law and to secure the performance of all of Lessee's obligations under this
Agreement with respect to a Supplement, including without limitation all Supplements now existing or hereafter executed, Lessee
grants to Lessor, for the benefit of Lessor and its successors and assigns, a security interest constituting a first lien on Lessee's
interest in all of the Equipment under the Supplement, whether now owned or hereafter acquired, all additions, attachments,
alterations and accessions to the Equipment, all substitutions and replacements for the Equipment, and on any proceeds of any of
the foregoing, including insurance proceeds. Lessee shall execute any additional documents, including financing statements,
affidavits, notices and similar instruments, in form and substance satisfactory to Lessor, that Lessor deems necessary or appropriate
to establish, maintain and perfect a security interest in the Equipment in favor of Lessor and its successors and assigns. Lessee
hereby authorizes Lessor to file all financing statements that Lessor deems necessary or appropriate to establish, maintain and
perfect such security interest.
Part 8 Maintenance and Ancillary Charges
8.1 Maintenance of Equipment by Lessee. Lessee shall keep and maintain the Equipment in good condition and working order
and in compliance with the manufacturer's specifications, shall use, operate and maintain the Equipment in conformity with all laws
and regulations concerning the Equipment's ownership, possession, use and maintenance, and shall keep the Equipment free and
clear of all liens and claims, other than those created by this Agreement. Lessee shall have sole responsibility to maintain and repair
the Equipment. Should Lessee fail to maintain, preserve and keep the Equipment in good repair and working order and in
accordance with manufacturer's specifications, and if requested by Lessor, Lessee will enter into maintenance contracts for the
Equipment in form approved by Lessor and with approved providers.
8.2 Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee shall keep the Property free of all levies, liens and
encumbrances, except for the interest of Lessor under this Agreement. The parties to this Agreement contemplate that the Property
will be used for a governmental or proprietary purpose of Lessee and, therefore, that the Property will be exempt from all property
taxes. The Lease Payments payable by Lessee under this Agreement and the Supplements hereunder have been established to
reflect the savings resulting from this exemption from taxation. Lessee will take such actions necessary under applicable law to
obtain said exemption. Nevertheless, if the use, possession or acquisition of the Property is determined to be subject to taxation or
later becomes subject to such taxes, Lessee shall pay when due all taxes and governmental charges lawfully assessed or levied
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Z126-5741-US- 06 (11/2013) 5
against or with respect to the Property. Lessee shall pay all gas, water, steam, electricity, heat, power, telephone, utility and other
charges incurred in the operation, maintenance, use, occupancy and upkeep of the Property. Lessee shall pay such taxes or
charges as the same may become due; provided that, with respect to any such taxes or charges that may lawfully be paid in
installments over a period of years, Lessee shall be obligated to pay only such installments as accrue during the then current fiscal
year of the Lease Term for such Property.
8.3 Insurance. At its own expense, Lessee shall maintain (a) casualty insurance insuring the Property against loss or damage by fire
and all other risks covered by the standard extended coverage endorsement then in use in the State and any other risks reasonably
required by Lessor in an amount equal to at least the outstanding principal component of Lease Payments, and (b) liability insurance
that protects Lessor from liability in all events in an amount reasonably acceptable to Lessor, and (c) worker's compensation
insurance covering all employees working on, in, near or about the Property; provided that Lessee may self-insure against all such
risks. All insurance proceeds from casualty losses shall be payable as hereinafter provided in this Agreement. All such insurance
shall be with insurers that are authorized to issue such insurance in the State. All such liability insurance shall name Lessor as an
additional insured. All such casualty insurance shall contain a provision making any losses payable to Lessor and Lessee as their
respective interests may appear. All such insurance shall contain a provision to the effect that such insurance shall not be canceled
or modified without first giving written notice thereof to Lessor and Lessee at least thirty (30) days in advance of such cancellation or
modification. Such changes shall not become effective without Lessor's prior written consent. Upon Lessor's request, Lessee shall,
within thirty (30) days of such request, furnish to Lessor, for each Supplement, certificates evidencing such coverage, or, if Lessee
self-insures, a written description of its self-insurance program together with a certification from Lessee's risk manager or insurance
agent or consultant to the effect that Lessee's self-insurance program provides adequate coverage against the risks listed above.
8.4 Advances. In the event Lessee shall fail to either maintain the insurance required by this Agreement or keep the Property in
good repair and working order, Lessor may, but shall be under no obligation to, purchase the required insurance and pay the cost of
the premiums thereof or maintain and repair the Property and pay the cost thereof. All amounts so advanced by Lessor shall
constitute additional rent for the Lease Term for the Supplement for which the Property is under and shall be due and payable on the
next Lease Payment Date and Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from
the date such amounts are advanced until paid at the rate of 12% per annum or the maximum amount permitted by law, whichever is
less.
Part 9 Casualty Loss
9.1 Damage or Destruction. If (a) the Property under a Supplement or any portion thereof is destroyed, in whole or in part, or is
damaged by fire or other casualty, or (b) title to, or the temporary use of, the Property under a Supplement or any part thereof shall
be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or
corporation acting pursuant to governmental authority, Lessor and Lessee will cause the Net Proceeds (as hereinafter defined) of any
insurance claim, condemnation award or sale under threat of condemnation to be applied to the prompt repair, restoration,
modification or improvement of the Property, unless Lessee shall have exercised its option to purchase Lessor's interest in the
Property if the Supplement so provides. Any balance of the Net Proceeds remaining after such work has been completed shall be
paid to Lessee and applied to the next Lease Payments coming due on the Supplement. For purposes of Section 8.3 and this Part 9,
the term "Net Proceeds" shall mean the amount remaining from the gross proceeds of any insurance claim, condemnation award or
sale under threat of condemnation after deducting all expenses, including attorneys' fees, incurred in the collection thereof.
9.2 Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification
or improvement referred to in Section 9.1, Lessee shall (a) complete such repair, restoration, modification or improvement and pay
any costs thereof in excess of the amount of the Net Proceeds and, if Lessee shall make any payments pursuant to this Section,
Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be entitled to any diminution of the amounts
payable under Section 6.2; or (b) exercise its option to purchase Lessor's interest in the Property pursuant to the optional purchase
provisions of the Supplement, if any. The amount of the Net Proceeds, if any, remaining after completing such repair, restoration,
modification or improvement or after such purchase may be retained by Lessee.
Part 10 Warranties; Use of Equipment and/or Financed Items
10.1 Disclaimer of Warranties. LESSOR MAKES NO (AND SHALL NOT BE DEEMED TO HAVE MADE ANY) WARRANTIES,
EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN, OPERATION
OR CONDITION OF, OR THE QUALITY OF THE MATERIAL, EQUIPMENT OR WORKMANSHIP IN, THE PROPERTY, ITS
MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE STATE OF TITLE THERETO OR ANY
COMPONENT THEREOF, THE ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AND
LESSOR HEREBY DISCLAIMS THE SAME; IT BEING UNDERSTOOD THAT THE PROPERTY IS LEASED TO LESSEE "AS IS"
ON THE DATE OF THIS AGREEMENT OR THE DATE OF DELIVERY, WHICHEVER IS LATER, AND ALL SUCH RISKS, IF ANY,
ARE TO BE BORNE BY LESSEE. Lessee acknowledges that it has made (or will make) the selection of the Property from the
Supplier based on its own judgment and expressly disclaims any reliance upon any statements or representations made by Lessor.
Lessee understands and agrees that (a) neither the Supplier nor any sales representative or other agent of Supplier, is (i) an agent of
Lessor, or (ii) authorized to make or alter any term or condition of this Agreement, and (b) no such waiver or alteration shall vary the
terms of this Agreement unless expressly set forth herein. In no event shall Lessor be liable for any incidental, indirect, special or
consequential damage in connection with or arising out of this Agreement, the Supplements, or the existence, furnishing, functioning
or use of any item, product or service provided for in this Agreement or the Supplements.
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10.2 Supplier's Warranties. Lessor hereby irrevocably assigns to Lessee all rights that Lessor may have to assert from time to time
whatever claims and rights (including without limitation warranties) related to the Property against the Supplier. Lessee's sole
remedy for the breach of such warranty, indemnification or representation shall be against the Supplier of the Property, and not
against Lessor, nor shall such matter have any effect whatsoever on the rights and obligations of Lessor with respect to this
Agreement, including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes,
and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties of the Supplier
of the Property.
10.3 Use of the Property. Lessee will not install, use, operate or maintain the Property improperly, carelessly, in violation of any
applicable law or in a manner contrary to that contemplated by this Agreement and the applicable Supplement. Lessee shall provide
all permits and licenses, if any, necessary for the installation and operation of the Property. In addition, Lessee agrees to comply in
all respects with all laws of the jurisdiction in which its operations involving any item of Property may extend and any legislative,
executive, administrative or judicial body exercising any power or jurisdiction over the items of the Property (including compliance
with any applicable privacy laws, rules or regulations and in conjunction therewith Lessee, upon cessation of the use, operation and
control of, and prior to any disposition of the Equipment, shall destroy any data contained thereon that would be subject to such
privacy laws, rules or regulations); provided that Lessee may contest in good faith the validity or application of any such law or rule in
any reasonable manner that does not, in the opinion of Lessor, adversely affect the interest of Lessor in and to the Property or its
interest or rights under this Agreement. Lessee shall promptly notify Lessor in writing of any pending or threatened investigation,
inquiry, claim or action by any governmental authority which could adversely affect this Agreement, any Supplement or the Property
thereunder.
10.4 Modifications. Subject to the provisions of this Section, Lessee shall have the right, at its own expense, to make alterations,
additions, modifications or improvements to the Equipment. All such alterations, additions, modifications and improvements shall
thereafter comprise part of the Equipment and shall be subject to the provisions of this Agreement. Such alterations, additions,
modifications and improvements shall not in any way damage the Equipment, substantially alter its nature or cause it to be used for
purposes other than those authorized under the provisions of state and federal law; and the Equipment, on completion of any
alterations, additions, modifications or improvements made pursuant to this Section, shall be of a value which is equal to or greater
than the value of the Equipment immediately prior to the making of such alterations, additions, modifications and improvements.
Lessee shall, at its own expense, make such alterations, additions, modifications and improvements to the Equipment as may be
required from time to time by applicable law or by any governmental authority.
Part 11 Prepayments
11.1 Deemed Purchase. Lessee shall be deemed to have purchased Lessor's entire interest in all of the Equipment subject to a
Supplement and to have terminated any restrictions herein on the Property under such Supplement on the last day of the Lease
Term for a Supplement, if the Supplement is still in effect on such day, upon payment in full of the Lease Payments due thereunder.
Upon the deemed purchase as set forth in this Section 11.1 or payment of the purchase price pursuant to Section 11.2 hereof, under
the applicable Supplement, and performance by Lessee of all other terms, conditions and provisions hereof, Lessor shall deliver to
Lessee all such documents and instruments as Lessee may reasonably require to evidence the transfer, without warranty by or
recourse to Lessor, of all of Lessor's right, title and interest in and to the Equipment subject to such Supplement to Lessee.
11.2 Option to Prepay. Lessee shall have the option to prepay (a) in whole, but not in part, the Lease Payments due under a
Supplement on any Lease Payment Date, at the Prepayment Price set forth in the Payment Schedule as the repayment Price , or
(b) in part, by requesting, in writing, the Prepayment Price for the portion of the remaining Lease Payments allocable to the Property
being prepaid plus any past due amounts, accrued interest to the date of such prepayment and any other monetary amounts due
under the Supplement to Lessor. The Prepayment Price shall be an amount equal to the present value of the portion of the remaining
Lease Payments allocable to the Property being prepaid multiplied by the Prepayment Fee Rate set forth in such Payment Schedule
Upon payment of the Prepayment Price and such other amounts due Lessor, Lessee shall be
Property being prepaid, and to have terminated any restrictions herein on
the Property prepaid.
Part 12 Assignment; Risk of Loss
12.1 Assignment by Lessor. Lessor's right, title and interest in, to and under each Supplement and the Property under such
Supplement may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lessor without the
consent of Lessee; provided that any assignment shall not be effective against the Lessee until Lessee has received written notice,
signed by the assignor, of the name, address and tax identification number of the assignee. Lessee shall retain all such notices as a
register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee agrees to
execute all documents, including notices of assignment and chattel mortgages or financing statements that may be reasonably
requested by Lessor or any assignee to protect its interests in this Agreement and the Supplements.
12.2 Supplements Separate Financings. Assignees of the Lessor's rights in one Supplement shall have no rights in any other
Supplement unless such rights have been separately assigned.
12.3 Assignment and Subleasing by Lessee. NONE OF LESSEE'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THIS
AGREEMENT OR ANY SUPPLEMENT AND IN THE PROPERTY MAY BE ASSIGNED, SUBLEASED OR ENCUMBERED BY
LESSEE FOR ANY REASON, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any request by Lessee to assign a
Supplement or any Property thereunder must be accompanied by an opinion of tax counsel satisfactory to Lessor that the
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assignment will cause no material change to the federal income tax treatment of the amounts payable as interest under the
Supplement.
12.4 Risk of Loss Covenants. Lessee shall not be required to indemnify or hold Lessor harmless against liabilities arising from the
Agreement. However, as between Lessor and Lessee, and to the extent permitted by law, Lessee shall bear the risk of loss for, shall
pay directly, and shall defend Lessor against any and all claims, liabilities, proceedings, actions, expenses, damages or losses
arising under or related to the Property, including, but not limited to, the possession, ownership, lease, use or operation thereof,
except that (provided that Lessee has complied with its obligations under Section 10.3) Lessee shall not bear the risk of loss of, nor
pay for, any claims, liabilities, proceedings, actions, expenses, damages or losses that arise directly from events occurring after
Lessee has surrendered possession of the Property in accordance with the terms of the Agreement to Lessor or that arise directly
from the gross negligence or willful misconduct of the Lessor.
Part 13 Defaults and Remedies
13.1 Events of Default Defined. Any of the following shall constitute an "Event of Default" under a Supplement:
a. Failure by Lessee to pay any Lease Payment under the Supplement or other payment required to be paid with respect thereto at
the time specified therein;
b. Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with
respect to the Supplement, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice
specifying such failure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an
extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable
period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within
the applicable period and diligently pursued until the default is corrected;
c. Any statement, representation or warranty made by Lessee in or pursuant to the Supplement or its execution, delivery or
performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made;
d. Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a
substantial part of the assets of Lessee, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become
due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal
bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with
creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee
in any bankruptcy, reorganization or insolvency proceeding; or
e. An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver,
trustee, custodian or liquidator of Lessee or of all or a substantial part of the assets of Lessee, in each case without its application,
approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days.
The foregoing provisions of Section 13.1 are subject to the following limitation: if by reason of force majeure Lessee is unable in
whole or in part to perform its agreements under this Agreement and the Supplement (other than the obligations on the part of
Lessee contained in Part 6 hereof) Lessee shall not be in default during the continuance of such inability. The term "force majeure"
as used herein shall mean the following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders
or restraints of any kind of the government of the United States or of the State or any of their departments, agencies or officials, or
any civil or military authority; insurrections, riots, landslides, earthquakes, fires, storms, droughts, floods, explosions, breakage or
accident to machinery, transmission pipes or canals; or any other cause or event not reasonably within the control of Lessee.
A Nonappropriation Event is not an Event of Default.
13.2 Remedies on Default. Whenever any Event of Default exists with respect to a Supplement, Lessor shall have the right, at its
sole option without any further demand or notice, to take one or any combination of the following remedial steps:
a. Without terminating the Supplement, and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts
payable by Lessee thereunder to the end of the then current budget year of Lessee to be due, including without limitation delinquent
Lease Payments under the Supplement from prior budget years, and such amounts shall thereafter bear interest at the rate of 12%
per annum or the maximum rate permitted by applicable law, whichever is less;
b. Lessor may terminate the Supplement, may enter the premises where the Property subject to the Supplement is located and
retake possession of the Equipment and require Lessee to discontinue use of any Financed Items, or require Lessee, at Lessee's
expense, to promptly return any or all of the Equipment to the possession of Lessor at such place within the United States as Lessor
shall specify and require Lessee to discontinue use of any Financed Items, and Lessor may thereafter dispose of the Property in
accordance with Article 9 of the Uniform Commercial Code in effect in the State; provided, however, that any proceeds from the
disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease Payments, (ii)
pay any other amounts then due under the Supplement, and (iii) pay Lessor's costs and expenses associated with the disposition of
the Property (including attorneys fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and
further provided that no deficiency shall be allowed against Lessee. Lessee shall confirm and state in writing to Lessor that it has: (1)
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deleted or disabled all files and copies of the software from the equipment on which it was installed; (2) returned all software
documentation, training manuals, and physical media on which the software was delivered; and (3) has no ability to use the returned
software;
c. By written notice to any escrow agent who is holding proceeds of the Supplement, Lessor may instruct such escrow agent to
release all such proceeds and any earnings thereon to Lessor, such sums to be credited to payment of Lessee's obligations under
the Supplement;
d. Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to
enforce or to protect any of its rights under the Supplement and this Agreement.
13.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such
remedy shall be cumulative and shall be in addition to every other remedy given under this Lease now or hereafter existing at law or
in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall
be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed
expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Part it shall not be necessary to give any notice,
other than such notice as may be required in this Part.
13.4 Costs and Attorney Fees. Upon the occurrence of an Event of Default by Lessee in the performance of any term of this
Agreement, Lessee agrees to pay to Lessor or reimburse Lessor for, in addition to all other amounts due hereunder, all of Lessor's
costs of collection, including reasonable attorney fees, whether or not suit or action is filed thereon. Any such costs shall be
immediately due and payable upon written notice and demand given to Lessee, shall be secured by this Agreement until paid and
shall bear interest at the rate of 12% per annum or the maximum amount permitted by law, whichever is less. In the event suit or
action is instituted to enforce any of the terms of this Agreement, the prevailing party shall be entitled to recover from the other party
such sum as the court may adjudge reasonable as attorneys' fees at trial or on appeal of such suit or action or in any bankruptcy
proceeding, in addition to all other sums provided by law.
Part 14 General
14.1 Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when
delivered or mailed by certified mail, postage prepaid, to the parties hereto at the addresses immediately after the signatures to this
Agreement (or at such other address as either party hereto shall designate in writing to the other for notices to such party), to any
assignee at its address as it appears on the registration books maintained by Lessee.
14.2 Arbitrage Certifications. Lessee shall be deemed to make the following representations and covenants as of the
Commencement Date for each Supplement:
a. The estimated total costs, including taxes, freight, installation, cost of issuance, of the Financed Items under the Supplement will
not be less than the total principal amount of the Lease Payments.
b. Lessee has not created or established, and does not expect to create or establish, any sinking fund or other similar fund (i) that is
reasonably expected to be used to pay the Lease Payments under the Supplement, or (ii) that may be used solely to prevent a
default in the payment of the Lease Payments under the Supplement.
c. The Property under the Supplement has not been and is not expected to be sold or otherwise disposed of by Lessee, either in
whole or in major part, prior to the last maturity of the Lease Payments under the Supplement.
d. There are no other obligations of Lessee which (i) are being sold within 15 days of the Commencement Date of the Supplement;
(ii) are being sold pursuant to the same plan of financing as the Supplement; and (iii) are expected to be paid from substantially the
same source of funds.
e. The officer or official who has executed the Supplement on Lessee's behalf is familiar with Lessee's expectations regarding this
Section 14.2. To the best of Lessee's knowledge, information and belief, the facts and estimates set forth in herein are accurate and
the expectations of Lessee set forth herein are reasonable.
14.3 Further Assurances. Lessee agrees to execute such other and further documents, including, without limitation, confirmatory
financing statements, continuation statements, certificates of title and the like, and to take all such action as may be necessary or
appropriate, from time to time, in the reasonable opinion of Lessor, to perfect, confirm, establish, reestablish, continue, or complete
the interests of Lessor in this Agreement and the Supplements, to consummate the transactions contemplated hereby and thereby,
and to carry out the purposes and intentions of this Agreement and the Supplements.
14.4 Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective
successors and assigns.
enter into a Financing Transaction under this Agreement by signing a Supplement referencing this Agreement and so will be bound to
the terms and conditions of this Agreement as Lessee. Nothing in this Agreement obligates the Lessor to provide financing to an
Affiliate
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14.5 Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.
14.6 Amendments, Changes and Modifications. This Agreement may be amended in writing by Lessor and Lessee to the extent
the amendment or modification does not apply to outstanding Supplements at the time of such amendment or modification
14.7 Execution in Counterparts. This Agreement and the Supplements hereunder may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
14.8 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State.
14.9 Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the
scope or intent of any provisions or sections of this Agreement.
Agreed to:
<Lessee Legal Name>
Agreed to:
IBM Credit LLC
By______________________________________
Authorized signature
By______________________________________
Authorized signature
Name (type or print): Name (type or print):
Title (type or print): Title (type or print):
Date: Date:
Email Address:
IBM Credit LLC
Lease/Purchase Master Agreement
For State and Local Government
Z1265798-US -2 (09-2012) 1
Licensed Software & Services Only
Lease/Purchase Master Agreement No: __________________
IBM Credit LLC will finance various
charges. In addition, attached is the form of Lease/Purchase Supplement and Exhibits thereto.
This Agreement and its applicable Supplements and Addenda are the complete agreement regarding the Financing Transactions and replace any prior oral or written
communications between both parties. If there is a conflict of terms among the documents, the order of precedence will be as follows: (a) attachments or addenda to the
Supplement, (b) Supplement, (c) attachments or addenda to the Agreement, (d) this Agreement.
By signing below, both parties agree to the terms of this Agreement. Once signed, any reproduction of this Agreement or a Supplement made by reliable means (for
example, photocopy or facsimile) is considered an original.
Part 1 Definitions
The following terms will have the meanings indicated below unless the context clearly requires otherwise:
means this Lease/Purchase Master Agreement.
is the date when the term of a Financing Transaction and Lessee's obligation to pay Lease Payments for such Financing Transaction commence,
which date shall be set forth in each Lease/Purchase Supplement.
is defined in Section 12.1.
means any software program licenses, maintenance, services, and other one-time charges to be lease/purchased pursuant to this Agreement, and with
respect to each Lease/Purchase Supplement, such items described therein.
means the lease/purchase transaction for Property set forth in any Lease/Purchase Supplement entered into pursuant this Agreement.
or means a Lease/Purchase Supplement in the form attached hereto.
means the Lease Payments payable by Lessee under Part 6 of this Agreement and with respect to each Lease/Purchase Supplement, the Payment
Amounts set forth in each Lease/Purchase Supplement in Exhibit 1 thereto.
means the dates for the Lease Payments as set forth in the Payment Schedules for each Lease/Purchase Supplement.
means, with respect to a Financing Transaction, the Original Term and all Renewal Terms. The Lease Term for each Financing Transaction entered into
hereunder shall be set forth in a Lease/Purchase Supplement, as provided in Section 4.2.
means the entity identified on the Supplement, and its permitted successors and assigns.
means the entity identified on the Supplement, and its successors and assigns.
is defined in Section 6.6.
means, with respect to a Financing Transaction, the period from the Commencement Date until the end of the budget year of Lessee in effect at the
Commencement Date.
means, with respect to a Financing Transaction, a schedule of lease payments for the Original Term and all Renewal Terms that indicates the
Payment Due Date, the Lease Payment, the Interest Component and the Prepayment Price as set forth in each Payment Schedule.
means, collectively, Financed Items lease/purchased pursuant to this Agreement, and with respect to each Lease/Purchase Supplement, the Financed Items
described in such Lease/Purchase Supplement.
means the renewal terms of a Financing Transaction, each having a duration of one year and a term coextensive with Lessee's budget year.
means the state or commonwealth where Lessee is located.
vider of the Property leased/purchased by Lessee.
Part 2 - Separate Financings
Each Supplement executed and delivered under this Agreement shall be a separate financing, distinct from other Supplements. Without limiting the foregoing, upon the
occurrence of an Event of Default or a Nonappropriation Event with respect to a Supplement, Lessor shall have the rights and remedies specified herein with respect to the
Property financed and the Lease Payments payable under such Supplement, and except as expressly provided in Section 11.2 below, Lessor shall have no rights or
remedies with respect to Property financed or Lease Payments payable under any other Supplements unless an Event of Default or Nonappropriation Event has also
occurred under such other Supplements.
Part 3
As of the Commencement Date for each Supplement executed and delivered hereunder, Lessee shall be deemed to represent, covenant and warrant for the benefit of
Lessor as follows:
a. Lessee is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this
Agreement and the Supplement and the transactions contemplated thereby and to perform all of its obligations thereunder. Lessee has a substantial amount of one or
more of the following sovereign powers: (i) the power to tax, (ii) the power of eminent domain, and (iii) the police power.
b. Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent Lessee
should merge with another entity under the laws of the State, Lessee agrees that as a condition to such merger it will require that the remaining or resulting entity shall be
assigned Lessee's rights and shall assume Lessee's obligations hereunder.
c. Lessee has been duly authorized to execute and deliver this Agreement and the Supplement by proper action by its governing body, or by other appropriate official
approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Supplement, and
Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the Supplement and the acquisition by Lessee of the Property
ially the form attached to the form of
the Supplement as Exhibit 2 a
IBM Credit LLC
Lease/Purchase Master Agreement
For State and Local Government
Z1265798-US -2 (09-2012)
2
d. During the Lease Term for the Supplement, the Property thereunder will perform and will be used by Lessee only for the purpose of performing essential governmental
uses and public functions within the permissible scope of Lessee's authority.
e. Lessee will provide Lessor with current financial statements, budgets and proof of appropriation for the ensuing budget year and other financial information relating to
the ability of Lessee to continue this Agreement and the Supplement in such form and containing such information as may be requested by Lessor.
f. Lessee will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), including Sections 103 and 148 thereof, and the
regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax
purposes of the interest component of Lease Payments under the Supplement and will not use or permit the use of the Property in such a manner as to cause a
Supplement to be a "private activity bond" under Section 141(a) of the Code. Lessee covenants and agrees that no part of the proceeds of the Supplement shall be
invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which,
if such use had been reasonably anticipated on the date of issuance of the Agreement, would have caused any portion of the Supplement to be or become "arbitrage
bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of
such use and applicable to obligations issued on the date of issuance of the Supplement.
g. The execution, delivery and performance of this Agreement and the Supplement and compliance with the provisions hereof and thereof by Lessee does not conflict with,
or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease of, or other instrument to which Lessee is a
party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Lessee or any of its
activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or
assets of Lessee or to which it is subject.
h. Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior
notice to Lessor.
Part 4 - The Transactions
4.1 Lease of Property. On the Commencement Date of each Financing Transaction executed in the Supplement hereunder, Lessor will be deemed to demise, lease and
let to Lessee, and Lessee will be deemed to rent, lease and hire from Lessor, the Property described in such Supplement, in accordance with this Agreement and such
Supplement, for the Lease Term set forth in such Supplement.
4.2 Lease Term. The term of each Financing Transaction shall commence on the Commencement Date set forth in the Certificate of Acceptance and shall terminate upon
payment of the final Lease Payment set forth in such Payment Schedule, unless terminated sooner pursuant to this Agreement or the Supplement.
4.3 Delivery, Installation and Acceptance of Property. Lessee shall order the Property, shall cause the Property to be delivered and installed at the locations specified
in the applicable Supplement, and shall pay all taxes, delivery costs and installation costs, if any, in connection therewith. To the extent funds are deposited under an
escrow agreement for the acquisition of the Property, such funds shall be disbursed as provided therein. When the Property described in such Supplement is delivered,
installed and accepted as to Lessee's specifications, Lessee shall immediately accept the Property and evidence said acceptance by executing and delivering to Lessor the
Certificate of Acceptance substantially in the form attached to the Supplement.
4.4 Assignment to Lessor. With respect to Property, Lessee assigns for security purposes to Lessor, effective upon Lessor signing the Supplement, its right to purchase
the Property from its Supplier. Although Lessor shall have the obligation to pay the Supplier for the Property, not to exceed the principal amount set forth in the
Supplement, a
) shall remain with Lessee. Lessee represents that it has reviewed and approved the Purchase Agreement. Lessor will not modify or rescind the Purchase
Agreement.
4.5 Credit Review. For each Financing Transaction, Lessee consents to a reasonable credit review by Lessor.
Part 5 Enjoyment of Property. Lessee shall during the Lease Term peaceably and quietly have, hold and enjoy the Property, without suit, trouble or hindrance from
Lessor, except as expressly set forth in this Agreement. Neither Lessor nor its successors or assigns shall interfere with such quiet use and enjoyment during the Lease
Term so long as Lessee is not in default under the subject Supplement.
Part 6 Payments
6.1 Lease Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Lease Payments
hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional,
statutory or charter limitation or requirement concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the faith and
credit or taxing power of Lessee. Upon the appropriation of Lease Payments for a fiscal year, the Lease Payments for said fiscal year, and only the Lease Payments for
said current fiscal year, shall be a binding obligation of Lessee; provided that such obligation shall not include a pledge of the taxing power of Lessee.
6.2 Payment of Lease Payments. Lessee shall promptly pay Lease Payments under each Supplement, exclusively from legally available funds, in lawful money of the
United States of America, to Lessor in such amounts and on such dates as described in the applicable Payment Schedule, at Lessor's address set forth
address in the invoice, unless Lessor instructs Lessee otherwise. Lessee shall pay Lessor a charge on any delinquent Lease Payments in an amount sufficient to cover all
additional costs and expenses incurred by Lessor from such delinquent Lease Payment. In addition, Lessee shall pay a late charge of five cents per dollar or the highest
amount permitted by applicable law, whichever is lower, on all delinquent Lease Payments and interest on said delinquent amounts from the date such amounts were due
until paid at the rate of 12% per annum or the maximum amount permitted by law, whichever is less.
6.3 Interest Component. A portion of each Lease Payment due under each Supplement is paid as, and represents payment of, interest, and each Supplement hereunder
shall set forth the interest component (or method of computation thereof) of each Lease Payment thereunder during the Lease Term.
6.4 Lease Payments to be Unconditional. SUBJECT TO SECTION 6.6, THE OBLIGATIONS OF LESSEE TO PAY THE LEASE PAYMENTS DUE UNDER THE
SUPPLEMENTS AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED HEREIN SHALL BE ABSOLUTE AND
UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT
LIMITATION, ANY DEFECTS, MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN THE PROPERTY OR ANY ACCIDENT, CONDEMNATION OR UNFORESEEN
CIRCUMSTANCES. THIS PROVISION SHALL NOT LIMIT LESSEE'S RIGHTS OR ACTIONS AGAINST ANY SUPPLIER AS PROVIDED IN SECTION 9.2.
6.5 Continuation of Lease by Lessee. Lessee intends to continue all Supplements entered into pursuant to this Agreement and to pay the Lease Payments thereunder.
Lessee reasonably believes that legally available funds in an amount sufficient to make all Lease Payments during the term of all Supplements can be obtained. Lessee
agrees that during the budgeting process for each budget year its staff will provide to the governing body of Lessee notification of any Lease Payments due under the
Supplements during the following budget year.
6.6 Nonappropriation. If, during the then current Original Term or Renewal Term, sufficient funds are not appropriated to make Lease Payments required under a
Supplement for the following fiscal year, Lessee shall be deemed to not have renewed such Supplement for the following fiscal year and the Supplement shall terminate at
the end of the then current Original Term or Renewal Term and Lessee shall not be obligated to make Lease Payments under said Supplement beyond the then current
fiscal year for which funds have been appropriated. Upon the occurrence of such nonappropriation (a "Nonappropriation Event") Lessee shall, no later than the end of the
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fiscal year for which Lease Payments have been appropriated, deliver possession of the Property under said Supplement to Lessor. If Lessee fails to deliver possession of
the Property to Lessor upon termination of said Supplement by reason of a Nonappropriation Event, the termination shall nevertheless be effective but Lessee shall be
responsible for the payment of damages in an amount equal to the portion of Lease Payments thereafter coming due that is attributable to the number of days after the
termination during which the Lessee fails to deliver possession and for any other loss suffered by Lessor as a result of Lessee's failure to deliver possession as required. In
the event of a Nonappropriation Event under a Supplement, Lessee shall cease use of all software financed or acquired under the applicable Supplement and shall confirm
and state in writing to Lessor that it has: (1) deleted or disabled all files and copies of the software from the equipment on which it was installed; (2) returned all software
documentation, training manuals, and physical media on which the software was delivered; and (3) has no ability to use the returned software. Lessee shall also cease
receipt and/or acceptance of any Property consisting of services which shall not have been performed by the service provider prior to the date of such Nonappropriation
Event. Lessor may, by written instructions to any escrow agent who is holding proceeds of the Supplement, instruct such escrow agent to release all such proceeds and
any earnings thereon to Lessor, such sums to be credited to Lessee's obligations under the Supplement and this Agreement. Lessee shall notify Lessor in writing within
seven (7) days after the failure of the Lessee to appropriate funds sufficient for the payment of the Lease Payments, but failure to provide such notice shall not operate to
extend the Lease Term or result in any liability to Lessee. In the event of such nonappropriation, upon request from Lessor, Lessee agrees to provide in a timely manner,
written evidence of such nonappropriation, a copy of the fiscal year budget in which such nonappropriation occurred and any other related documentation reasonably
requested by Lessor.
Part 7 Title to the Property. Software that the Lessee acquires from the Supplier and finances with Lessor remains the property of the licensor. Ownership of the
software is governed by the license agreement between the licensor and the Lessee and is not affected by this Agreement.
Part 8 Ancillary Charges
8.1 Liens, Taxes, Other Governmental Charges and Utility Charges. Lessee shall keep the Property free of all levies, liens and encumbrances, except for the interest
of Lessor under this Agreement. The parties to this Agreement contemplate that the Property will be used for a governmental or proprietary purpose of Lessee and,
therefore, that the Property will be exempt from all property taxes. The Lease Payments payable by Lessee under this Agreement and the Supplements hereunder have
been established to reflect the savings resulting from this exemption from taxation. Lessee will take such actions necessary under applicable law to obtain said exemption.
Nevertheless, if the use, possession or acquisition of the Property is determined to be subject to taxation or later becomes subject to such taxes, Lessee shall pay when
due all taxes and governmental charges lawfully assessed or levied against or with respect to the Property. Lessee shall pay such taxes or charges as the same may
become due; provided that, with respect to any such taxes or charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only
such installments as accrue during the then current fiscal year of the Lease Term for such Property.
8.2 Insurance. At its own expense, Lessee shall maintain (a) liability insurance that protects Lessor from liability in all events in an amount reasonably acceptable to
Lessor, and (b) worker's compensation insurance covering all employees working on, in, near or about the Property; provided that Lessee may self-insure against all such
risks. All such insurance shall be with insurers that are authorized to issue such insurance in the State. All such liability insurance shall name Lessor as an additional
insured. All such insurance shall contain a provision to the effect that such insurance shall not be canceled or modified without first giving written notice thereof to Lessor
and Lessee at least thirty (30) days in advance of such cancellation or modification. Such changes shall not become effective without Lessor's prior written consent. Upon
Lessor's request, Lessee shall, within thirty (30) days of such request, furnish to Lessor, for each Supplement, certificates evidencing such coverage, or, if Lessee self-
insures, a written description of its self-insurance program together with a certification from Lessee's risk manager or insurance agent or consultant to the effect that
Lessee's self-insurance program provides adequate coverage against the risks listed above.
8.3 Advances. In the event Lessee shall fail to maintain the insurance required by this Agreement, Lessor may, but shall be under no obligation to, purchase the required
insurance and pay the cost of the premiums thereof. All amounts so advanced by Lessor shall constitute additional rent for the Lease Term for the Supplement for which
the Property is under and shall be due and payable on the next Lease Payment Date and Lessee covenants and agrees to pay such amounts so advanced by Lessor with
interest thereon from the date such amounts are advanced until paid at the rate of 12% per annum or the maximum amount permitted by law, whichever is less.
Part 9 Warranties; Use of Financed Items
9.1 Disclaimer of Warranties. LESSOR MAKES NO (AND SHALL NOT BE DEEMED TO HAVE MADE ANY) WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY
MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN, OPERATION OR CONDITION OF, OR THE QUALITY OF THE MATERIAL, OR
WORKMANSHIP IN, THE PROPERTY, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE STATE OF TITLE THERETO OR ANY
COMPONENT THEREOF, THE ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AND LESSOR HEREBY DISCLAIMS THE
SAME; IT BEING UNDERSTOOD THAT THE PROPERTY IS LEASED TO LESSEE "AS IS" ON THE DATE OF THIS AGREEMENT OR THE DATE OF DELIVERY,
WHICHEVER IS LATER, AND ALL SUCH RISKS, IF ANY, ARE TO BE BORNE BY LESSEE. Lessee acknowledges that it has made (or will make) the selection of the
Property from the Supplier based on its own judgment and expressly disclaims any reliance upon any statements or representations made by Lessor. Lessee understands
and agrees that (a) neither the Supplier nor any sales representative or other agent of Supplier, is (i) an agent of Lessor, or (ii) authorized to make or alter any term or
condition of this Agreement, and (b) no such waiver or alteration shall vary the terms of this Agreement unless expressly set forth herein. In no event shall Lessor be liable
for any incidental, indirect, special or consequential damage in connection with or arising out of this Agreement, the Supplements, or the existence, furnishing, functioning
or use of any item, product or service provided for in this Agreement or the Supplements.
9.2 Supplier's Warranties. Lessor hereby irrevocably assigns to Lessee all rights that Lessor may have to assert from time to time whatever claims and rights (including
without limitation warranties) related to the Property against the Supplier. Lessee's sole remedy for the breach of such warranty, indemnification or representation shall be
against the Supplier of the Property, and not against Lessor, nor shall such matter have any effect whatsoever on the rights and obligations of Lessor with respect to this
Agreement, including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makes, and has made, no representations or
warranties whatsoever as to the existence or the availability of such warranties of the Supplier of the Property.
9.3 Use of the Property. Lessee will not install, use, operate or maintain the Property improperly, carelessly, in violation of any applicable law or in a manner contrary to
that contemplated by this Agreement and the applicable Supplement. Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of
the Property. In addition, Lessee agrees to comply in all respects with all laws of the jurisdiction in which its operations involving any item of Property may extend and any
legislative, executive, administrative or judicial body exercising any power or jurisdiction over the items of the Property (including compliance with any applicable privacy
laws, rules or regulations and in conjunction therewith Lessee, upon cessation of the use, operation and control of, and prior to any disposition of the Property, shall destroy
any data contained thereon that would be subject to such privacy laws, rules or regulations); provided that Lessee may contest in good faith the validity or application of
any such law or rule in any reasonable manner that does not, in the opinion of Lessor, adversely affect the interest of Lessor in and to the Property or its interest or rights
under this Agreement. Lessee shall promptly notify Lessor in writing of any pending or threatened investigation, inquiry, claim or action by any governmental authority
which could adversely affect this Agreement, any Supplement or the Property thereunder.
Part 10 Prepayments. Lessee shall have the option to prepay in whole, but not in part, the Lease Payments due under a Supplement on any Lease Payment Date, at
the Prepayment Price set forth in the Payment Schedule as the repayment Price , plus any past due amounts, accrued interest to the date of such prepayment and any
other monetary amounts due under the Supplement to Lessor. The Prepayment Price shall be an amount equal to the present value of the remaining Lease Payments
Upon payment of all Lease Payments or the prepayment
of all Lease Payments under the applicable Supplement, and performance by Lessee of all other terms, conditions and provisions hereof, Lessor shall deliver to Lessee all
such documents and instruments as Lessee may reasonably require to evidence the transfer, without warranty by or recourse to Lessor, of all of Lessor's right, title and
interest in and to the Property subject to such Supplement to Lessee.
Part 11 Assignment; Risk of Loss
11.1 Assignment by Lessor. Lessor's right, title and interest in, to and under each Supplement and the Property under such Supplement may be assigned and
reassigned in whole or in part to one or more assignees or subassignees by Lessor without the consent of Lessee; provided that any assignment shall not be effective
against the Lessee until Lessee has received written notice, signed by the assignor, of the name, address and tax identification number of the assignee. Lessee shall
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retain all such notices as a register of all assignees and shall make all payments to the assignee or assignees designated in such register. Lessee agrees to execute all
documents, including notices of assignment and chattel mortgages or financing statements that may be reasonably requested by Lessor or any assignee to protect its
interests in this Agreement and the Supplements.
11.2 Supplements Separate Financings. Assignees of the Lessor's rights in one Supplement shall have no rights in any other Supplement unless such rights have been
separately assigned.
11.3 Assignment and Subleasing by Lessee. NONE OF LESSEE'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THIS AGREEMENT OR ANY SUPPLEMENT
AND IN THE PROPERTY MAY BE ASSIGNED, SUBLEASED OR ENCUMBERED BY LESSEE FOR ANY REASON, WITHOUT THE PRIOR WRITTEN CONSENT OF
LESSOR. Any request by Lessee to assign a Supplement or any Property thereunder must be accompanied by an opinion of tax counsel satisfactory to Lessor that the
assignment will cause no material change to the federal income tax treatment of the amounts payable as interest under the Supplement.
11.4 Risk of Loss Covenants. Lessee shall not be required to indemnify or hold Lessor harmless against liabilities arising from the Agreement. However, as between
Lessor and Lessee, and to the extent permitted by law, Lessee shall bear the risk of loss for, shall pay directly, and shall defend Lessor against any and all claims,
liabilities, proceedings, actions, expenses, damages or losses arising under or related to the Property, including, but not limited to, the possession, ownership, lease, use or
operation thereof, except that (provided that Lessee has complied with its obligations under Section 9.3) Lessee shall not bear the risk of loss of, nor pay for, any claims,
liabilities, proceedings, actions, expenses, damages or losses that arise directly from events occurring after Lessee has surrendered possession of the Property in
accordance with the terms of the Agreement to Lessor or that arise directly from the gross negligence or willful misconduct of the Lessor.
Part 12 Defaults and Remedies
12.1 Events of Default Defined. Any of the following shall constitute an "Event of Default" under a Supplement:
a. Failure by Lessee to pay any Lease Payment under the Supplement or other payment required to be paid with respect thereto at the time specified therein;
b. Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Supplement, other than as
referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Lessee by
Lessor, unless Lessor shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the
applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and
diligently pursued until the default is corrected;
c. Any statement, representation or warranty made by Lessee in or pursuant to the Supplement or its execution, delivery or performance shall prove to have been false,
incorrect, misleading or breached in any material respect on the date when made;
d. Lessee shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii)
be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for
relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an
arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy,
reorganization or insolvency proceeding; or
e. An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of
Lessee or of all or a substantial part of the assets of Lessee, in each case without its application, approval or consent, and such order, judgment or decree shall continue
unstayed and in effect for any period of 60 consecutive days.
The foregoing provisions of Section 12.1 are subject to the following limitation: if by reason of force majeure Lessee is unable in whole or in part to perform its agreements
under this Agreement and the Supplement (other than the obligations on the part of Lessee contained in Part 6 hereof) Lessee shall not be in default during the
continuance of such inability. The term "force majeure" as used herein shall mean the following: acts of God; strikes, lockouts or other industrial disturbances; acts of
public enemies; orders or restraints of any kind of the government of the United States or of the State or any of their departments, agencies or officials, or any civil or
military authority; insurrections, riots, landslides, earthquakes, fires, storms, droughts, floods, explosions, breakage or accident to machinery, transmission pipes or canals;
or any other cause or event not reasonably within the control of Lessee.
A Nonappropriation Event is not an Event of Default.
12.2 Remedies on Default. Whenever any Event of Default exists with respect to a Supplement, Lessor shall have the right, at its sole option without any further demand
or notice, to take one or any combination of the following remedial steps:
a. Without terminating the Supplement, and by written notice to Lessee, Lessor may declare all Lease Payments and other amounts payable by Lessee thereunder to the
end of the then current budget year of Lessee to be due, including without limitation delinquent Lease Payments under the Supplement from prior budget years, and such
amounts shall thereafter bear interest at the rate of 12% per annum or the maximum rate permitted by applicable law, whichever is less;
b.. Lessor may terminate the Supplement, and require Lessee to discontinue use of any Financed Items, and return to Lessor, at Lessee's expense the Financed Items;
provided, however, that any proceeds from the disposition of the property in excess of the sum required to (i) pay off any outstanding principal component of Lease
Payments, (ii) pay any other amounts then due under the Supplement, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property (including
attorneys fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee.
Lessee shall confirm and state in writing to Lessor that it has: (1) deleted or disabled all files and copies of the software from the equipment on which it was installed; (2)
returned all software documentation, training manuals, and physical media on which the software was delivered; and (3) has no ability to use the returned software;
c. By written notice to any escrow agent who is holding proceeds of the Supplement, Lessor may instruct such escrow agent to release all such proceeds and any earnings
thereon to Lessor, such sums to be credited to payment of Lessee's obligations under the Supplement;
d. By written notice and demand to Lessee, Lessee shall cease receipt and/or acceptance of any Property consisting of services which shall not have been performed by
the service provider prior to the date of Event of Default
.e. Lessor may take any action, at law or in equity, that is permitted by applicable law and that may appear necessary or desirable to enforce or to protect any of its rights
under the Supplement and this Agreement.
12.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be
in addition to every other remedy given under this Lease now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon
any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often
as may be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Part it shall not be necessary to give any notice, other than such
notice as may be required in this Part.
12.4 Costs and Attorney Fees. Upon the occurrence of an Event of Default by Lessee in the performance of any term of this Agreement, Lessee agrees to pay to Lessor
or reimburse Lessor for, in addition to all other amounts due hereunder, all of Lessor's costs of collection, including reasonable attorney fees, whether or not suit or action is
filed thereon. Any such costs shall be immediately due and payable upon written notice and demand given to Lessee, shall be secured by this Agreement until paid and
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shall bear interest at the rate of 12% per annum or the maximum amount permitted by law, whichever is less. In the event suit or action is instituted to enforce any of the
terms of this Agreement, the prevailing party shall be entitled to recover from the other party such sum as the court may adjudge reasonable as attorneys' fees at trial or on
appeal of such suit or action or in any bankruptcy proceeding, in addition to all other sums provided by law.
Part 13 General
13.1 Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by certified mail,
postage prepaid, to the parties hereto at the addresses immediately after the signatures to this Agreement/Supplement (or at such other address as either party hereto
shall designate in writing to the other for notices to such party).
13.2 Arbitrage Certifications. Lessee shall be deemed to make the following representations and covenants as of the Commencement Date for each Supplement:
a. The estimated total costs, including taxes, freight, installation, cost of issuance, of the Financed Items under the Supplement will not be less than the total principal
amount of the Lease Payments.
b. Lessee has not created or established, and does not expect to create or establish, any sinking fund or other similar fund (i) that is reasonably expected to be used to
pay the Lease Payments under the Supplement, or (ii) that may be used solely to prevent a default in the payment of the Lease Payments under the Supplement.
c. The Property under the Supplement has not been and is not expected to be sold or otherwise disposed of by Lessee, either in whole or in major part, prior to the last
maturity of the Lease Payments under the Supplement.
d. There are no other obligations of Lessee which (i) are being sold within 15 days of the Commencement Date of the Supplement; (ii) are being sold pursuant to the same
plan of financing as the Supplement; and (iii) are expected to be paid from substantially the same source of funds.
e. The officer or official who has executed the Supplement on Lessee's behalf is familiar with Lessee's expectations regarding this Section 13.2. To the best of Lessee's
knowledge, information and belief, the facts and estimates set forth in herein are accurate and the expectations of Lessee set forth herein are reasonable.
13.3 Further Assurances. Lessee agrees to execute such other and further documents, including, without limitation, confirmatory financing statements, continuation
statements, certificates of title and the like, and to take all such action as may be necessary or appropriate, from time to time, in the reasonable opinion of Lessor, to
perfect, confirm, establish, reestablish, continue, or complete the interests of Lessor in this Agreement and the Supplements, to consummate the transactions contemplated
hereby and thereby, and to carry out the purposes and intentions of this Agreement and the Supplements.
13.4 Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. Any county,
ransaction under this Agreement by signing a
Supplement referencing this Agreement and so will be bound to the terms and conditions of this Agreement as Lessee. Nothing in this Agreement obligates the Lessor to
provide financing to an Affiliate.
13.5 Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof.
13.6 Amendments, Changes and Modifications. This Agreement may be amended in writing by Lessor and Lessee to the extent the amendment or modification does
not apply to outstanding Supplements at the time of such amendment or modification
13.7 Execution in Counterparts. This Agreement and the Supplements hereunder may be simultaneously executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.
13.8 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State.
13.9 Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or
sections of this Agreement.
Agreed to:
<Lessee Legal Name>
Agreed to:
IBM Credit LLC
By______________________________________
Authorized signature
By______________________________________
Authorized signature
Name (type or print): Name (type or print):
Title (type or print): Title (type or print):
Date: Date:
Email Address:
.
Municipal Asset Management, Inc. will serve as an Independent Contractor under and will be the Lessor under the terms
and conditions in the attached Lease/Purchase Agreement. Municipal Asset Management is willing to negotiate
in good faith these terms and conditions. With respect to the Lease of the Equipment, the Lease/Purchase
Agreement will prevail in the event of any conflict between it and any other agreement.
AGREEMENT: Lessor hereby leases to Lessee and Lessee hereby leases from Lessor all the Property described in Property Schedule incorporated
herein by reference, upon the terms and conditions set forth herein and as supplemented by the terms and conditions set forth in the Property Schedule.
This Tax-Exempt Lease / Purchase Agreement together with the Property Schedule shall be defined as the Agreement.
LEASE TERM: The Lease Term of the Property listed in the Property Schedule shall commence upon the commencement date of the Property by
Lessee and continue for the time period set forth in the Property Schedule. This Agreement cannot be canceled or terminated by Lessee except as
expressly provided herein. This Agreement is a triple net lease.
LEASE PAYMENTS: Lessee shall pay rent to Lessor for the Property in the amounts, and on the dates specified, in the Property Schedule. Lessor and
Lessee intend that the obligation of Lessee to pay Lease Payments hereunder shall not in any way be construed to be a debt of Lessee in contravention
of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by Lessee, nor shall anything contained
herein constitute a pledge of the general tax revenues, funds or monies of Lessee.
NO OFFSET: SUBJECT TO THE RIGHT TO NON-APPROPRIATE, SET FORTH BELOW, THE OBLIGATIONS OF LESSEE TO PAY THE LEASE
PAYMENTS DUE UNDER THE PROPERTY SCHEDULE AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS
CONTAINED IN THIS AGREEMENT SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION,
DEDUCTION, SET-OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION, ANY DEFECTS, MALFUNCTIONS, BREAKDOWNS
OR INFIRMITIES IN THE PROPERTY OR ANY ACCIDENT, CONDEMNATION OR UNFORESEEN CIRCUMSTANCES. THIS PROVISION SHALL NOT
LIMIT LESSEE'S RIGHTS OR ACTIONS AGAINST ANY VENDOR. Lessee shall pay when due all taxes, fees and governmental charges assessed or
levied against or with respect to the Property.
LATE CHARGES: Should Lessee fail to duly pay any part of any Lease Payment or other sum to be paid to Lessor under this Agreement on the date on
which such amount is due hereunder, then Lessee shall pay late charges on such delinquent payment from the due date thereof until paid at the rate of
12% per annum or the highest rate permitted by law, whichever is less.
MAINTENANCE OF PROPERTY: At all times during the Lease Term, Lessee shall, at own cost and expense, maintain, preserve, and keep
the Property in good working order, and condition, and from time to time make or cause to be made all necessary and proper repairs, replacements, and
renewals to the Property, which shall become part of the Property. The Property is and will remain personal property.
INSURANCE OF PROPERTY: All risk of loss to the Property shall be borne by the Lessee. At all times during the Lease Term, Lessee shall, at
own cost and expense, cause casualty, public liability, and property damage insurance to be carried and maintained (or shall provide Lessor
with a certificate stating that adequate self-insurance has been provided) with respect to the Property, sufficient to protect the full replacement value of
the Property and to protect from liability in all events for which insurance is customarily available. Lessee shall furnish to Lessor certificates evidencing
such coverage throughout the Lease Term. Any insurance policy to be carried and maintained pursuant to this Agreement shall be so written or
endorsed as to make losses, if any, payable to Lessee and Lessor as their respective interests may appear. All such liability insurance shall name
Lessor as an additional insured. Each insurance policy carried and maintained pursuant to this Agreement shall contain a provision to the effect that the
insurance company shall not cancel the policy or modify it materially or adversely to the interest of the Lessor without first giving written notice thereof to
Lessor at least 30 days in advance of such change of status.
QUIET ENJOYMENT AND TERMINATION OF LESSOR'S INTEREST: To secure Lessee's obligations hereunder, Lessor is granted a security interest
in the Property, including substitutions, repairs, replacements and renewals, and the proceeds thereof, which is a first lien thereon. Lessee hereby
authorizes Lessor to file all financing statements which Lessor deems necessary or appropriate to establish, maintain and perfect such security interest.
Provided there does not exist an Event of Default as defined herein, the Lessee shall have the right of quiet enjoyment of the Property throughout the
Lease Term. If Lessee shall have performed all of its obligations and no default shall have occurred and be continuing under this Agreement, and this
Agreement shall not have been earlier terminated with respect to the Property, then, at the end of the Lease Term with respect to any item of Property,
Lessor's interest in such Property shall terminate. Unless otherwise required by law, title to the Property shall be in the name of Lessee, subject to
Lessor's interest hereunder.
TAX EXEMPTION: The parties contemplate that interest payable under this Agreement will be excluded from gross income for federal income tax
purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"). The tax-exempt status of this Agreement provides the
inducement for the Lessor to offer financing at the interest rate set forth herein. Therefore, should this Agreement be deemed by any taxing authority not
to be exempt from taxation, Lessee agrees that the interest rate shall be adjusted, as of the date of loss of tax exemption, to an interest rate calculated
to provide Lessor or its assignee an after tax yield equivalent to the tax exempt rate and Lessor shall notify Lessee of the taxable rate. Provided,
however, that the provision of the preceding sentence shall apply only upon a final determination that the interest payments are not excludable from
gross income under Section 103(a) of the Code, and shall not apply if the determination is based upon the individual tax circumstances of the Lessor, or a
finding that the party seeking to exclude such payments from gross income is not the owner and holder of the obligation under the Code.
REPRESENTATIONS AND WARRANTIES OF LESSEE: Lessee hereby represents and warrants to Lessor that: (a) Lessee is a State, possession of
the United States, the District of Columbia, or political subdivision thereof as defined in Section 103 of the Code and Treasury Regulations and Rulings
related thereto. If Lessee is incorporated, it is duly organized and existing under the Constitution and laws of its jurisdiction of incorporation and will do
or cause to be done all things necessary to preserve and keep such organization and existence in full force and effect. (b) Lessee has been duly
authorized by the Constitution and laws of the applicable jurisdiction and by a resolution of its governing body (which resolution, if requested by Lessor,
is attached hereto), to execute and deliver this Agreement and to carry out its obligations hereunder. (c) All legal requirements have been met, and
Tax-Exempt Lease/Purchase Agreement, Dated <<StartDate>>
Accepted by Lessor:
_ (the
_
_
By:
Name:
Title:
Telephone:
Agreed to by Lessee:
<<Lessee>> ("Lessee")
<<LesseeAddress1>>
<<LesseeAddress2>>
<<LesseeCity>>, <<LesseeState>> <<LesseeZip>>
By:
Name:
Title:
Telephone:
procedures have been followed, including public bidding, in order to ensure the enforceability of this Agreement. (d) The Property will be used by Lessee
only for essential governmental or proprietary functions of Lessee consistent with the scope of Lessee's authority and will not be used in a trade or
business of any person or entity, by the federal government or for any personal, family or household use. need for the Property is not expected
to diminish during the term of the Agreement. (e) Lessee has funds available to pay Lease Payments until the end of its current appropriation period, and it
intends to request funds to make Lease Payments in each appropriation period, from now until the end of the term of this Agreement. (f) The Lessee
shall comply at all times with all applicable requirements of the Code, including but not limited to the registration and reporting requirements of Section
149, to maintain the federal tax-exempt status of the Agreement. The Lessee shall maintain a system with respect to this Agreement, which tracks the
name, and ownership interest of each assignee who has both the responsibility for administration of, and ownership interest in this Agreement. (g)
Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty
(30)days prior written notice to Lessor.
RISK OF LOSS COVENANTS: Lessee shall not be required to indemnify or hold Lessor harmless against liabilities arising from the Agreement.
However, as between Lessor and Lessee, and to the extent permitted by law, Lessee shall bear the risk of loss for, shall pay directly, and shall defend
against any and all claims, liabilities, proceedings, actions, expenses, damages or losses arising under or related to the Property, including, but not
limited to, the possession, ownership, lease, use or operation thereof, and the loss of federal tax exemption of the interest on any of the Lease
Payments, except that Lessee shall not bear the risk of loss of, nor pay for, any claims, liabilities, proceedings, actions, expenses, damages or losses
that arise directly from events occurring after Lessee has surrendered possession of the Property in accordance with the terms of the Agreement to
Lessor or that arise directly from the gross negligence or willful misconduct of the Lessor.
NON-APPROPRIATION: If sufficient funds are not appropriated to make Lease Payments under this Agreement, this Agreement shall terminate and
Lessee shall not be obligated to make Lease Payments under this Agreement beyond the then current fiscal year for which funds have been
appropriated. Upon such an event, Lessee shall, no later than the end of the fiscal year for which Lease Payments have been appropriated, deliver
possession of the Property to Lessor. If Lessee fails to deliver possession of the Property to Lessor, the termination shall nevertheless be effective but
Lessee shall be responsible for the payment of damages in an amount equal to the portion of Lease Payments thereafter coming due that is attributable
to the number of days after the termination during which the Lessee fails to deliver possession and for any other loss suffered by Lessor as a result of
Lessee's failure to deliver possession as required. Lessee shall notify Lessor in writing within seven (7) days after the failure of the Lessee to appropriate
funds sufficient for the payment of the Lease Payments, but failure to provide such notice shall not operate to extend the Lease Term or result in any
liability to Lessee.
ASSIGNMENT BY LESSEE: Without Lessor's prior written consent, Lessee may not, by operation of law or otherwise, assign, transfer, pledge,
hypothecate or otherwise dispose of the Property, this Agreement or any interest therein.
ASSIGNMENT BY LESSOR: Lessor may assign, sell or encumber all or any part of this Agreement, the Lease Payments and any other rights or
interests of Lessor hereunder. Such assignees may include trust agents for the benefit of holders of certificates of participation.
EVENTS OF DEFAULT: Lessee shall be in default under this Agreement upon the occurrence of any of the following events or conditions ("Events of
Default"), unless such Event of Default shall have been specifically waived by Lessor in writing: (a) Default by Lessee in payment of any Lease Payment
or any other indebtedness or obligation now or hereafter owed by Lessee to Lessor under this Agreement or in the performance of any obligation,
covenant or liability contained in this Agreement and the continuance of such default for ten (10) consecutive days after written notice thereof by Lessor
to Lessee, or (b) any warranty, representation or statement made or furnished to Lessor by or on behalf of Lessee proves to have been false in any
material respect when made or furnished, or (c) actual or attempted sale, lease or encumbrance of any of the Property, or the making of any levy,
seizure or attachment thereof or thereon, or (d) dissolution, termination of existence, discontinuance of the Lessee, insolvency, business failure, failure
to pay debts as they mature, or appointment of a receiver of any part of the property of, or assignment for the benefit of creditors by the Lessee, or the
commencement of any proceedings under any bankruptcy, reorganization or arrangement laws by or against the Lessee.
REMEDIES OF LESSOR: Upon the occurrence of any Event of Default and at any time thereafter, Lessor may, without any further notice, exercise one
or more of the following remedies as Lessor in its sole discretion shall elect: (a) terminate the Agreement and all of Lessee's rights hereunder as to any
or all items of Property; (b) proceed by appropriate court action to personally, or by its agents, take possession from Lessee of any or all items of
Property wherever found and for this purpose enter upon Lessee's premises where any item of Property is located and remove such item of Property
free from all claims of any nature whatsoever by Lessee and Lessor may thereafter dispose of the Property; provided, however, that any proceeds from
the disposition of the Property in excess of the sum required to (i) pay to Lessor an amount equal to the total unpaid principal component of Lease
Payments under the Property Schedule, including principal component not otherwise due until future fiscal years, (ii) pay any other amounts then due
under the Property Schedule and this Agreement, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property and the
Event of Default (including attorneys fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that
no deficiency shall be allowed against Lessee; (c) proceed by appropriate court action or actions to enforce performance by Lessee of its obligations
hereunder or to recover damages for the breach hereof or pursue any other remedy available to Lessor at law or in equity or otherwise; (d) declare all
unpaid Lease Payments and other sums payable hereunder during the current fiscal year of the Lease Term to be immediately due and payable without
any presentment, demand or protest and / or take any and all actions to which Lessor shall be entitled under applicable law. No right or remedy herein
conferred upon or reserved to Lessor is exclusive of any right or remedy herein or at law or in equity or otherwise provided or permitted, but each shall
be cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be
enforced concurrently therewith or from time to time. Lessee agrees to pay to Lessor or reimburse Lessor for, in addition to all other amounts due
hereunder, all of Lessor's costs of collection, including reasonable attorney fees, whether or not suit or action is filed thereon. Lessee and Lessor hereby
irrevocably waive all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating
to this Agreement.
NOTICES: All notices, and other communications provided for herein shall be deemed given when delivered or mailed by certified mail, postage
prepaid, addressed to Lessor or Lessee at their respective addresses set forth herein or such other addresses as either of the parties hereto may
designate in writing to the other from time to time for such purpose.
AMENDMENTS AND WAIVERS: This Agreement and the Property Schedule executed by Lessor and Lessee constitute the entire agreement between
Lessor and Lessee with respect to the Property and this Agreement may not be amended except in writing signed by both parties. If there is a
conflict between any terms and conditions of this Agreement and the Master Agreement # , this Agreement shall prevail.
CONSTRUCTION: This Agreement shall be governed by and construed in accordance with the laws of the State. Titles of sections of this
Agreement are for convenience only and shall not define or limit the terms or provisions hereof. Time is of the essence under this Agreement. This
Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. This Agreement may
be simultaneously executed in counterparts, each shall be an original with all being the same instrument.
Property Schedule to Tax-Exempt Lease/Purchase Agreement
This Property Schedule is entered into pursuant to Tax-Exempt Lease/Purchase Agreement dated as of <<StartDate>>
between Lessor and Lessee.
1. Interpretation. The terms and conditions of the Tax-Exempt Lease/Purchase Agreement (the "Agreement") are incorporated
herein.
2. Commencement Date. The Commencement date of this Property Schedule is <<StartDate>>.
3. Property Description . The Property subject to this Property Schedule is described in Exhibit A, attached hereto. It
includes all replacements, parts, repairs, additions, accessions and accessories incorporated therein or affixed or attached
thereto and any and all proceeds of the foregoing, including, without limitation, insurance recoveries.
4. Term and Payments. Lease Term and Lease Payments are per Amortization & Payment Schedule. [If the Payment Due
Dates are not defined, they shall be defined as the day of each period in the Amortization & Payment
Schedule commencing with the Acceptance Date as stated in the Certificate of Acceptance, attached as Exhibit B,
hereto.] If the parties enter into an escrow agreement for the acquisition of the Property, then the escrow agreement
shall be attached hereto. In lieu of the Acceptance Date for commencement of Lease Payments, the date of deposit of
the Property Cost into the escrow by Lessor shall be used. Lessee shall have the option to prepay the Lease Payments
due under this Property Schedule by paying the Termination Amount shown in the Amortization & Payment Schedule, plus
any other amounts due and owing at the time of prepayment, subject to per diem adjustment.
5. Expiration. Lessor, at its sole determination, may choose not to accept this Property Schedule if the fully executed, original
Agreement
(including this Property Schedule and all ancillary documents) are not received by Lessor at its place of
business by
<<ExpirationDate>>.
6. Property Cost. The total principal amount under this Property Schedule for the acquisition cost of the Property is <<Amount>>.
7. Acceptance Certificate. The form of Acceptance Certificate is attached as Exhibit B.
8. Opinion of Counsel. Lessee has provided the opinion of its legal counsel substantially in the form as attached as Exhibit C,
hereto.
9. Certificate. Lessee has provided the Certificate in the form attached as Exhibit D, hereto.
10. Proceeds. Intentionally omitted.
11. Private Activity Issue. Lessee understands that among other things, in order to maintain the exclusion of the interest
component of Lease Payments from gross income for federal income tax purposes, it must limit and restrict the rights private
businesses (including, for this purpose, the federal government and its agencies and organizations described in the Code §
501(c)(3)) have to use the Property. Each of these requirements will be applied beginning on the later of the
Commencement Date or date each portion of the Property is placed in service and will continue to apply until earlier of the
end of the economic useful life of the property or the date the Agreement or any tax-exempt obligation issued to refund the
Property Schedule is retired (the
Lessee will comply with the requirements of Section 141 of the Code and the regulations thereunder which provide
restrictions on special legal rights that users other than Lessee or a state or local government or an agency or instrumentality
of a state or a local government (an may have to use the Property. For this purpose, special legal rights may
arise from a management or service agreement, lease, research agreement or other arrangement providing any entity except
an Eligible User the right to use the Property. Any use of the Property by a user other than an Eligible User is referred to herein
as Non-Qualified
Throughout the Measurement Period, all of the Property is expected to be owned by Lessee. Throughout the Measurement
Period, Lessee will not permit the Non-Qualified Use of the Property to exceed 10%.
12. Payment Schedule.
Payment No.
Due Date Lease
Payment
Principal
Portion
Interest
Portion
Termination
Amount
(After Making Payment
for said Due Date)
13. Interest Rate. <<InterestRate>>
IN WITNESS WHEREOF, Lessor and Lessee have caused this Property Schedule to be executed in their names by their duly
authorized representatives.
Attest:
By
Name:
Title:
Lessor: «Lessor»
By:
Name:
Title:
Lessee: «Lessee»
By:
Name:
Title:
EXHIBIT A
Property Description
Vendor Name: <<Vendor>>
Street Address: <<VendorAddress1>>
City, State, Zip Code: <<VendorCity>>, <<VendorState>> <<VendorZip>>
Property:
Equipment as described in Quote No. <<QuoteNo.>>, dated <<QuoteDate>>, [incorporated herein by this
reference][inserted below].
Lessee: <<Lessee>>
By:
Name:
Title:
EXHIBIT B
Certificate of Acceptance to Tax-Exempt Lease/Purchase Agreement
This Certificate of Acceptance is pursuant to Tax-Exempt Lease/Purchase Agreement dated as of <<StartDate>> and the related
Property Schedule, between Lessor and Lessee (the "Agreement").
1. Property Acceptance. Lessee hereby certifies and represents to Lessor that the Property referenced in the Agreement has been
acquired, made, delivered, installed and accepted as of the date indicated below. Lessee has conducted such inspection and/or
testing of the Property as it deems necessary and appropriate and hereby acknowledges that it accepts the Property for all purposes.
Lessee will immediately begin making Lease Payments in accordance with the times and amounts specified herein. LESSOR
MAKES NO (AND SHALL NOT BE DEEMED TO HAVE MADE ANY) WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN, OPERATION OR CONDITION OF, OR THE QUALITY OF THE
MATERIAL, EQUIPMENT OR WORKMANSHIP IN, THE PROPERTY, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY
PARTICULAR PURPOSE, THE STATE OF TITLE THERETO OR ANY COMPONENT THEREOF, THE ABSENCE OF LATENT OR
OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AND LESSOR HEREBY DISCLAIMS THE SAME; IT BEING
UNDERSTOOD THAT THE PROPERTY IS LEASED TO LESSEE "AS IS" ON THE DATE OF THIS AGREEMENT OR THE DATE OF
DELIVERY, WHICHEVER IS LATER, AND ALL SUCH RISKS, IF ANY, ARE TO BE BORNE BY LESSEE.
INWITNESS WHEREOF, Lessee has caused this Certificate of Acceptance to be executed by their duly authorized representative.
Lessee: <<Lessee>>
By:
Name:
Title:
Acceptance Date:
EXHIBIT C
Lessee's Counsel's Opinion
<<StartDate>>
[To be provided on letterhead of Lessee's counsel.]
_ (the
_
_
<<Lessee>> ("Lessee")
<<LesseeAddress1>>
<<LesseeAddress2>>
<<LesseeCity>>, <<LesseeState>> <<LesseeZip>>
RE: Agreement between _ _ and <<Lessee>>
Ladies and Gentlemen:
We have acted as special counsel to <<Lessee>> ("Lessee"), in connection with the Tax-Exempt Lease/Purchase
Agreement, and Property Schedule dated as of <<StartDate>>, between <<Lessee>>, as Lessee, and
_ as Lessor, and any amendment or addendum thereto, if any (together, the
We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion.
Based upon the foregoing, we are of the opinion that, under existing law:
1. Lessee is a public body corporate and politic, duly organized and existing under the laws of the State, and
has a substantial amount of one or more of the following sovereign powers: (a) the power to tax, (b) the power of eminent
domain, and (c) the police power.
2. Lessee has all requisite power and authority to enter into the Agreement and to perform its obligations
thereunder.
3. All proceedings of Lessee and its governing body relating to the authorization and approval of the
Agreement, the execution thereof and the transactions contemplated thereby have been conducted in accordance with all
applicable open meeting laws and all other applicable state and federal laws.
4. The Agreement has been duly executed and delivered by Lessee and constitute legal, valid and binding
obligations of Lessee, enforceable against Lessee in accordance with the terms thereof, except insofar as the enforcement
thereof may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other laws of equitable
principles of general application, or of application to municipalities or political subdivisions such as the Lessee, affecting
remedies or creditors' rights generally, and to the exercise of judicial discretion in appropriate cases.
5. As of the date hereof, based on such inquiry and investigation as we have deemed sufficient, no litigation is
pending, (or, to our knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoin the delivery of the
Agreement; (b) questioning the authority of Lessee to execute the Agreement, or the validity of the Agreement, or the
payment of principal of or interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity
of any proceedings, authorizing the execution of the Agreement; or (d) affecting the provisions made for the payment of or
security for the Agreement.
This opinion may be relied upon by Lessor, its successors and assigns, and any other legal counsel who provides
an opinion with respect to the Agreement and the Property Schedule.
Very truly yours,
By:
[TO BE REPLACED BY
COPY OF PURCHASING
STATUTE OR
GUIDELINES.]
EXHIBIT D
Lessee's Evidence of Authority
EXHIBIT E
Payment of Proceeds Instructions
[Intentionally Omitted]
INSURANCE AUTHORIZATION AND VERIFICATION
Date: <<StartDate>> Re: Tax-Exempt Lease/Purchase Agreement, Dated <<StartDate>>
To:<<Lessee>> (the From: (the
Attn: <<DocumentationSpecialist>>
TO THE LESSEE: In connection with the above-referenced Property Schedule, Lessor requires proof in the form of this document,
executed by both Lessee* that Lessee's insurable interest in the financed property (the meets
requirements as follows, with coverage including, but not limited to, fire, extended coverage, vandalism, and theft:
Lessor, AND ITS SUCCESSORS AND ASSIGNS, shall be covered as both ADDITIONAL INSURED and LENDER'S LOSS
PAYEE with regard to all equipment financed or leased by policy holder through or from Lessor. All such insurance
shall contain a provision to the effect that such insurance shall not be canceled or modified without first giving written
notice thereof to Lessor and Lessee at least thirty (30) days in advance of such cancellation or modification.
Lessee must carry GENERAL LIABILITY (and/or, for vehicles, Automobile Liability) in the amount of no less than
$1,000,000.00 (one million dollars).
Lessee must carry PROPERTY Insurance (or, for vehicles, Physical Damage Insurance) in an amount no less than the
'Insurable Value' $<<Amount>>, with deductibles no more than $10,000.00.
*Lessee: Please execute this form and return with your document package. Lessor will fax this form to your insurance agency for
endorsement. In lieu of agent endorsement, may submit insurance certificates demonstrating compliance with all
requirements. Should you have any questions, please contact <<DocumentationSpecialist>> at <<DocumentationSpecialistPhone>>.
By signing, Lessee authorizes the Agent named below: 1) to complete and return this form as indicated; and 2) to endorse the
policyand subsequent renewals to reflect the required coverage as outlined above.
Agency/Agent:
Address:
Phone/Fax:
Email:
Lessee: <<LESSEE>>
By:
Name:
Title:
TO THE AGENT: In lieu of providing a certificate, please execute this form in the space below and promptly fax it to
Lessor at <<DocumentationSpecialistFax>>. This fully endorsed form shall serve as proof that Lessee's insurance
meets the above requirements.
Agent hereby verifies that the above requirements have been met in regard to the Property listed below.
Print Name Of Agency: X
By: X
(Agent's Signature)
Print Name: X Date: X
Insurable Value: $<<Amount>>
ATTACHED: PROPERTY DESCRIPTION FOR PROPERTY SCHEDULE DATED <<StartDate>>
Notification of Tax Treatment to Tax-Exempt Lease/Purchase Agreement
This Notification of Tax Treatment is pursuant to the Tax-Exempt Lease/Purchase Agreement dated as of
<<StartDate>>, between Lessor and Lessee (the "Agreement").
Lessee agrees that this Property Schedule SHOULD be subject to sales/use taxes
Lessee agrees that this Property Schedule should NOT be subject to sales/use taxes and
Lessee has included our tax-exemption certificate with this document package
Lessee agrees that this Property Schedule should NOT be subject to sales/use taxes and no
tax-exemption certificate is issued to us by the State
Lessee agrees that this Property Schedule is a taxable transaction and subject to any/all
taxes
Lessee agrees that this Property Schedule is subject to sales/use taxes and will pay those
taxes directly to the State or Vendor
IN WITNESS WHEREOF, Lessee has caused this Notification of Tax Treatment to be executed by their duly
authorized representative.
Lessee: <<Lessee>>
By:
Name:
Title:
Form 8038-G
(Rev. September 2011)
Department of the Treasury
Internal Revenue Service
Information Return for Tax-Exempt Governmental Obligations
Under Internal Revenue Code section 149(e)
See separate instructions.
Caution: If the issue price is under $100,000, use Form 8038-GC.
OMB No. 1545-0720
Part I Reporting Authority If Amended Return, check here
1 name 2 employer identification number (EIN)
3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a
4 Number and street (or P.O. box if mail is not delivered to street address) Room/suite 5 Report number (For IRS Use Only)
3
6 City, town, or post office, state, and ZIP code 7 Date of issue
8 Name of issue 9 CUSIP number
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see
instructions)
10b Telephone number of officer or other
employee shown on 10a
Part II Type of Issue (enter the issue price). See the instructions and attach schedule.
11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12
13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
15 Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15
16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
18 Other. Describe 18
19 If obligations are TANs or RANs, check only box 19a . . . . . . . . . . . . .
If obligations are BANs, check only box 19b . . . . . . . . . . . . . . . .
20 If obligations are in the form of a lease or installment sale, check box . . . . . . . .
Part III Description of Obligations. Complete for the entire issue for which this form is being filed.
(a) Final maturity date (b) Issue price (c) Stated redemption
price at maturity
(d) Weighted
average maturity
(e) Yield
21 $ $ years %
Part IV Uses of Proceeds of Bond Issue (including discount)
22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22
23 Issue price of entire issue (enter amount from line 21, column (b)) . . . . . . . . . . . 23
24 Proceeds used for bond issuance costs (including discount) . . 24
25 Proceeds used for credit enhancement .............................................................. 25
26 Proceeds allocated to reasonably required reserve or replacement fund . 26
27 Proceeds used to currently refund prior issues .................................................. 27
28 Proceeds used to advance refund prior issues ................................................... 28
29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 29
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . . . 30
Part V Description of Refunded Bonds. Complete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . years
33 Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) . . . . . .
34 Enter the date(s) the refunded bonds were issued (MM/DD/YYYY)
For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038-G (Rev. 9-2011)
Form 8038-G (Rev. 9-2011) Page 2
b
c
d
39
40
Enter the date of the master pool obligation
Enter the EIN of the issuer of the master pool obligation
Enter the name of the issuer of the master pool obligation
If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box . . . .
If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . .
41a If the issuer has identified a hedge, check here and enter the following information:
b
c
Name of hedge provider
Type of hedge
d Term of hedge
42 If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . . . . .
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations (see instructions), check box . . . . . . . .
44 If the issuer has established written procedures to monitor the requirements of section 148, check box . . . . .
45a If some portion of the proceeds was used to reimburse expenditures, check here and enter the amount
of reimbursement . . . . . . . . .
b Enter the date the official intent was adopted
Signature
and
Consent
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, and complete. I further declare that I consent to the disclosure of the return information, as necessary to
process this return, to the person that I have authorized above.
Signature of authorized representative Date Type or print name and title
Paid
Preparer
Use Only
Print/Type name Preparer's signature Date Check if
self-employed
PTIN
Firm's EIN
Firm's address Phone no.
Form 8038-G (Rev. 9-2011)
35
Part VI Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . .
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC) (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . 36a
b
c
37
Enter the final maturity date of the GIC
Enter the name of the GIC provider
Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37
38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box and enter the following information:
Municipal Asset Management, Inc. will serve as an Independent Contractor and will be the Owner
under the terms and conditions in the attached Rental Agreement. Municipal Asset Management is willing to negotiate in
good faith these terms and conditions With respect to the Rental of the Equipment, the Rental Agreement will prevail in
the event of any conflict between it and any other Agreement.
RENTAL AGREEMENT
Renter: Owner:
Taxable Municipal Rental (simple version) 031209
«RenterName» «OwnerName»
«RenterAddress» «OwnerAddress»
«RenterCityStateZip» «OwnerCityStateZip»
Federal ID # Federal ID #
Dated as of «RentalAgreementDate»
This Rental Agreement dated as of the date listed above is between Owner and Renter listed directly above. Owner desires to rent the Equipment described
in Exhibit "A" to Renter and Renter desires to rent the Equipment from Owner subject to the terms and conditions of this Agreement which are set forth
below.
I. Definitions:
Section 1.01. Definitions. The following terms will have the meanings indicated below unless the context clearly requires otherwise:
"Agreement" means this Rental Agreement and all Exhibits attached hereto.
"Budget Year" means the Renter's fiscal year.
"Commencement Date" is the date when Renter's obligation to pay rent begins.
"Equipment" means all of the items of Equipment listed on Exhibit "A" and all replacements, restorations, modifications and improvements.
"Owner" means the entity originally listed above as Owner or any of its assignees.
"Original Term" means the period from the Commencement Date until the end of the Budget Year of Renter.
"Renewal Term" means the annual term which begins at the end of the Original Term and which is simultaneous with Renter's Budget Year.
"Rental Payments" means the payments Renter is required to make under this Agreement as set forth on Exhibit "B".
"Rental Term" means the Original Term and all Renewal Terms.
"Renter" means the entity listed above as Renter and which is renting the Equipment from Owner under the provisions of this Agreement.
"State" means the state in which Renter is located.
II. Renter Warranties
Section 2.01. Renter represents, warrants and covenants as follows for the benefit of Owner or its assignees:
(a)Renter is authorized to enter into this Agreement, and has used such authority to properly execute and deliver this Agreement. Renter has followed all
proper procedures of its governing body in executing this Agreement. The Officer of Renter executing this Agreement has the authority to execute and
deliver this Agreement. This Agreement constitutes a legal, valid, binding and enforceable obligation of the Renter in accordance with its terms.
(b)Renter has complied with all statutory laws and regulations that may be applicable to the execution of this Agreement.
(c)Renter has never non-appropriated funds under an Agreement similar to this Agreement.
(d)Upon request by Owner, Renter will provide Owner with current financial statements, reports, budgets or other relevant fiscal information.
(e)Renter presently intends to continue this Agreement for the Original Term and all Renewal Terms as set forth on Exhibit hereto. The official of
Renter responsible for budget preparation will include in the budget request for each Budget Year the Rental Payments to become due in such Budget
year, and will use all reasonable and lawful means available to secure the appropriation of money for such Budget Year sufficient to pay the Rental
Payments coming due therein. Renter reasonably believes that moneys can and will lawfully be appropriated and made available for this purpose.
(f)If Renter cancels or terminates this Agreement prior to the expiration of the Rental Term (other than for non-appropriations), Renter shall pay a
termination charge equal to the net present value of the monthly Rental Payments remaining through the completion of the Rental Term, discounted to
present value at a rate of 5% per year.
III. Use of Equipment and Rental Payments
Section 3.01. Installation and Acceptance. Renter shall be solely responsible for the ordering of the Equipment and for the delivery and installation of the
Equipment. Renter has selected or will select all of the Equipment and the manufacturer or supplier thereof (the acknowledges
that Owner has not selected, manufactured, supplied or provided any Equipment. In reliance upon execution of and compliance with this
Agreement and assignment of purchase rights for the Equipment to Owner, Owner shall issue its purchase order to the Supplier(s) for the
Equipment. As soon as practicable after the date on which the Equipment have been delivered and determined by Supplier(s) to be ready for use at
location (the Renter will execute a Certificate of Acceptance in the form attached and dated as of the Acceptance Date. If (i) no
Event of Default has occurred, (ii) Owner receives such executed Certificate of Acceptance, all other documents and information required under this
Agreement, and (iii) Owner receives appropriate invoices and related documents from Supplier(s), Owner shall pay the Supplier(s) for the Equipment.
Renter shall arrange with the Supplier(s) for delivery and installation of Equipment. All Equipment shall be shipped directly from Supplier(s) to Renter.
Owner shall have no liability for any delay or failure by the Supplier(s) to deliver and install Equipment, or to perform any services, or with respect to the
selection, installation, testing, performance, quality, maintenance or support of the Equipment. Renter, at its expense, will pay all transportation, packing,
taxes, duties, insurance, installation, testing, maintenance and other charges in connection with the delivery, installation and use of the Equipment.
Section 3.02. Rental Payments. Renter shall pay Rental Payments exclusively to Owner or its assignees in lawful, legally available money of the United
States of America. The Rental Payments shall be sent to the location specified by the Owner or its assignees. The Rental Payments shall constitute a
current expense of the Renter and shall not constitute an indebtedness of the Renter. Owner shall have the option to charge interest at the highest lawful
rate on any Rental Payment received later than the due date, plus any additional accrual on the outstanding balance for the number of days that the Rental
Payment(s) were late. Owner shall also have the option, on monthly payments only, to charge a late fee of up to 10% of the monthly Rental Payment that is
past due. The Rental Payments will be payable without notice or demand. The Rental Payments will be payable without notice or demand. Renter shall pay
or, if requested by Owner, reimburse Owner for any and all sales, use, personal property, or other taxes, fees or assessments levied against or imposed
upon the Equipment, its value, use or operation.
Section 3.03. Rental Payments Unconditional. Except as provided under Section 4.01, THE OBLIGATIONS OF RENTER TO MAKE RENTAL PAYMENTS
AND TO PERFORM AND OBSERVE THE OTHER COVENANTS CONTAINED IN THIS AGREEMENT SHALL BE ABSOLUTE AND UNCONDITIONAL IN
ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR DEFENSE.
Section 3.04. Rental Term. The Rental Term of the Agreement shall be the Original Term and all Renewal Terms until all the Rental Payments are paid as
set forth on Exhibit B.
Section 3.05. Disclaimers.
(a) OWNER, NOT BEING THE SUPPLIER OR THE AGENT OF ANY SUPPLIER, MAKES NO WARRANTY, REPRESENTATION OR COVENANT,
EXPRESS OR IMPLIED, AS TO ANY MATTER WHATEVER, INCLUDING, BUT NOT LIMITED TO THE MERCHANTABILITY OF THE EQUIPMENT
OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE, THE DESIGN, QUALITY, CAPACITY OR CONDITION OF THE EQUIPMENT
COMPLIANCE OF THE EQUIPMENT WITH THE REQUIREMENT OF ANY LAW, RULE, SPECIFICATION OR CONTRACT, PATENT OR
COPYRIGHT INFRINGEMENT, OR LATENT DEFECTS. OWNER SHALL HAVE NO LIABILITY WHATSOEVER FOR THE BREACH OF ANY
REPRESENTATION OR WARRANTY MADE BY THE SUPPLIER(S). OWNER MAKES NO REPRESENTATION AS TO THE TREATMENT BY
RENTER OF THIS AGREEMENT FOR FINANCIAL STATEMENT OR TAX PURPOSES. RENTER AGREES THE EQUIPMENT IS Renter
agrees, regardless of cause, not to assert any claim whatsoever against Owner for any indirect, consequential, incidental or special damages or loss, of
any kind, including, without limitation, any loss of business, lost profits or interruption of service. Any action by Renter against Owner for any default by
Owner under this Agreement shall be commenced within one (1) year after any such cause of action accrues.
(b) Renter shall look solely to the Supplier(s) for any and all claims related to the Equipment. RENTER UNDERSTANDS AND AGREES THAT NEITHER
SUPPLIER(S) NOR ANY SALESPERSON OR OTHER AGENT OF SUPPLIER(S) IS AN AGENT OF OWNER, NOR ARE ANY OF THEM AUTHORIZED
TO WAIVE OR ALTER THIS AGREEMENT. No representation by Supplier(s) shall in any way affect duty to pay the Rental Payments and
perform its obligations under this Agreement.
Section 3.06 End of Rental Term Options. Renter may, if no Event of Default then exists, (i) purchase all (but not less than all) of the Equipment by paying
Owner the fair market value of the Equipment, (ii) renew this Agreement for a period of not less than three (3) months at a monthly Rental Payment of $
, or (iv) return Equipment to the Owner pursuant to Section 3.07. Renter must provide Owner written notice of the option selected not
less than 90 days prior to the end of the Rental Term. If such notice is not received, Agreement will automatically renew for one year at the current Rental
Payment. If Renter elects to purchase Equipment, Renter shall, on the last day of the Rental Term, pay to Owner the purchase price for Equipment in cash;
and upon receipt of such payment Owner shall transfer to Renter title to the Equipment, free and clear of any claim, lien or encumbrance (other than those
held by parties claiming by, through or under Renter), but without recourse, representation or any other warranty, express or implied, in its then
condition and location. Renter shall be responsible for all applicable sales, use, personal property and other taxes.
Section 3.07. Surrender. Once Renter has made all of the Rental Payments set forth under Exhibit B, Renter, at its sole expense, shall pay original supplier
to teardown, remove, and for the return of Equipment to storage facility. Owner and Renter shall inspect the Equipment upon their removal, and the
results of such inspections shall be conclusive as to any damage to the Equipment above ordinary wear and tear. Renter shall be responsible for the prompt
payment of any and all damages to or reduction in value of the Equipment. At the conclusion of the Agreement, the Renter hereby grants to Owner a ninety
(90) day rent free period of time after termination for the Owner to remove the Equipment.
IV. Non-Appropriation
Section 4.01. Non-Appropriation. If insufficient funds are available in Renter's budget for the next budget year to make the Rental Payments for the next
Renewal Term and the funds to make such Rental Payments are otherwise unavailable by any lawful means whatsoever, then Renter shall have the option
to non-appropriate the funds to pay the Rental Payments for the next Renewal Term. Lack of a sufficient appropriation shall be evidenced by the passage of
an ordinance or resolution by the governing body of Renter specifically prohibiting Renter from performing its obligations under this Agreement and from
using any moneys to pay the Rental Payments due under this Agreement for a designated Budget Year and all subsequent Budget Years. If Renter chooses
this option, then all obligations of the Renter under this Agreement regarding Rental Payments for all remaining Renewal Terms shall be terminated at the
end of the then current Original Term or Renewal Term without penalty or liability to the Renter of any kind provided that if Renter has not delivered
possession of the Equipment to Owner as provided herein and conveyed to Owner or released its interest in the Equipment by the end of the last Budget
Year for which Rental Payments were paid, the termination shall nevertheless be effective but Renter shall be responsible for the payment of damages in an
amount equal to the amount of the Rental Payments thereafter coming due under Exhibit which are attributable to the number of days after such Budget
Year during which Renter fails to take such actions and for any other loss suffered by Owner as a result of failure to take such actions as required.
Renter shall immediately notify the Owner as soon as the decision to non-appropriate is made. If such non-appropriation occurs, then Renter shall deliver
the Equipment to Owner as provided below in Section 9.04. Renter shall be liable for all damage to the equipment other than normal wear and tear. If
Renter fails to deliver the Equipment to Owner, then Owner may enter the premises where the Equipment is located and take possession of the Equipment
and charge Renter for costs incurred.
V.Insurance, Damage, Insufficiency of Proceeds, Indemnification
Section 5.01. Insurance. Renter shall maintain both casualty and liability insurance at its own expense with respect to the Equipment. Renter shall be solely
responsible for selecting the insurer(s) and for making all premium payments and ensuring that all policies are continuously kept in effect during the period
when Renter is required to make Rental Payments. Renter shall provide Owner with a Certificate of Insurance which lists the Owner and/or assigns as a loss
payee and an additional insured on the policies with respect to the Equipment. Renter shall insure the Equipment against any loss or damage in an amount
at least equal to the then applicable Stipulated Loss Value of the Equipment. Renter may self-insure against the casualty and liability risks described
above. If Renter chooses this option, Renter must furnish Owner with a certificate and/or other documents which evidences such self insurance. Each policy
issued or affected by this Section shall contain a provision that the insurance company shall not cancel or materially modify the policy without first giving
thirty (30) days advance notice to Owner or its assignees. Renter shall furnish to Owner certificates evidencing such coverage throughout the Rental Term.
Section 5.02. Damage to or Destruction of Equipment. Renter assumes the risk of loss or damage to the Equipment. If the Equipment or any portion
thereof is lost, stolen, damaged, or destroyed by fire or other casualty, Renter will immediately report all such losses to all possible insurers and take the
proper procedures to attain all insurance proceeds. At the option of Owner, Renter shall either (1) apply the Net Proceeds to replace, repair or restore the
Equipment or (2) apply the Net Proceeds to the applicable Stipulated Loss Value. For purposes of this Section and Section 5.03, the term Net Proceeds
shall mean the amount of insurance proceeds collected from all applicable insurance policies after deducting all expenses incurred in the collection thereof.
Section 5.03. Insufficiency of Net Proceeds. If there are no Net Proceeds for whatever reason or if the Net Proceeds are insufficient to pay in full the cost of
any replacement, repair, restoration, modification or improvement of the Equipment, then Renter shall, at the option of Owner, either (1) complete such
replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds or (2) apply the Net
Proceeds to the Stipulated Loss Value and pay the deficiency, if any, to the Owner.
Section 5.04. Indemnity. As allowed by state law, Renter assumes liability for, and agrees to and does hereby indemnify, protect and keep harmless,
Owner, its successors and assigns, and their respective agents, employees, officers and directors from and against any and all claims, liability, loss, cost,
damage or expense (including reasonable fees), of whatsoever kind and nature including but not limited to those arising out of or caused by the
negligence of Renter, and their respective agents or employees, arising out of the use, condition, operation, possession, control, selection, delivery or return
of any item of Equipment, regardless of where, how, and by whom operated, and any failure by Renter to comply with this Agreement. The foregoing
indemnities (i) include, without limitation, claims, loss, cost, damage or expense suffered or incurred as a result of any defect in the Equipment, Software or
Services (whether discoverable or not) or based upon any theory of liability (including strict liability doctrines or statutes) and (ii) shall only apply with respect
to events prior to the return of the Equipment.
VI. Title and Security Interest
Section 6.01. Title. Title to the Equipment shall vest in Owner upon execution of this Agreement. Title to the Equipment will remain with the Owner
throughout the Rental Term. Renter shall be responsible for the filing fees, charges, and any other costs associated with the registration of the title. Renter
agrees that Owner or its Assignee may execute any additional documents including financing statements, affidavits, notices, and similar instruments, for and
on behalf of Renter which Owner deems necessary or appropriate to protect interest in the Equipment and in this Agreement.
Section 6.02. Owner. Renter acknowledges and agrees that Owner is sole and exclusive owner of the Equipment, and that by the execution of this
Agreement, Renter shall not possess or obtain any ownership interest, legal or equitable, in the Equipment, except solely as Renter hereunder and subject to
the terms hereof. The Equipment is and shall at all times be and remain, personal property, notwithstanding that the Equipment or any part thereof may now
be, or hereafter become in any manner affixed or attached to real property.
VII. Assignment
Section 7.01. Assignment by Owner. All of Owner's rights, title and/or interest in the Rental Payments may be assigned and reassigned in whole or in part
to one or more assignees or sub-assignees by Owner at any time without the consent of Renter. No such assignment shall be effective as against Renter
until the assignor shall have filed with Renter written notice of assignment identifying the assignee. Renter shall pay all Rental Payments due hereunder
relating to such Equipment to or at the direction of Owner or the assignee named in the notice of assignment. Renter shall keep a complete and accurate
record of all such assignments.
Section 7.02. Assignment by Renter. None of Renter's right, title and interest under this Agreement and in the Equipment may be assigned by Renter
unless Owner approves of such assignment in writing before such assignment occurs.
VIII. Maintenance of Equipment
Section 8.01. Renter shall pay any and all fees, property taxes or other taxes, charges and expenses and comply with all laws related to the use,
possession, and operation of the Equipment while it is in possession, including obtaining all approvals and permits related to the use and/or
possession of the Equipment. Renter shall maintain and keep the Equipment in good repair and safe operating condition during the term of this Agreement
in accordance to recommendations including but not limited to regular maintenance of all HVAC equipment. Renter will be liable for all damage to
the Equipment, other than normal wear and tear, caused by Renter, its employees or its agents. Renter shall not during the term of this Agreement create,
incur or assume any levies, liens or encumbrances of any kind with respect to the Equipment except those created by this Agreement. Renter shall allow
Owner to examine and inspect the Equipment at all reasonable times.
IX. Default
Section 9.01. Events of Default defined. The following events shall constitute an "Event of Default" under this Agreement:
(a)Failure by Renter to pay any Rental Payment listed on Exhibit "B" for fifteen (15) days after such payment is due according to the Payment Date listed
on Exhibit "B".
(b)Failure to pay any other payment required to be paid under this Agreement at the time specified herein and a continuation of said failure for a period of
fifteen (15) days after written notice by Owner that such payment must be made. If Renter continues to fail to pay any payment after such period, then
Owner may, but will not be obligated to, make such payments and charge Renter for all costs incurred plus interest at the highest lawful rate.
(c)Failure by Renter to observe and perform any warranty, covenant, condition, promise or duty under this Agreement for a period of thirty (30) days after
written notice specifying such failure is given to Renter by Owner, unless Owner agrees in writing to an extension of time. Owner will not unreasonably
withhold its consent to an extension of time if corrective action is instituted by Renter. Subsection (c) does not apply to Rental Payments and other
payments discussed above.
(d)Any statement, material omission, representation or warranty made by Renter in or pursuant to this Agreement which proves to be false, incorrect or
misleading on the date when made regardless of Renter's intent and which materially adversely affects the rights or security of Owner under this
Agreement.
(e)Any provision of this Agreement which ceases to be valid for whatever reason and the loss of such provision would materially adversely affect the rights
or security of Owner.
(f)Renter admits in writing its inability to pay its obligations. Renter defaults on one or more of its other obligations. Renter applies or consents to the
appointment of a receiver or a custodian to manage its affairs. Renter makes a general assignment for the benefit of Owners.
Section 9.02. Remedies on Default. Whenever any Event of Default exists, Owner shall have the right to take one or any combination of the following
remedial steps:
(a)With or without terminating this Agreement, Owner may declare all Rental Payments and other amounts payable by Renter hereunder to the end of the
then current Budget Year to be immediately due and payable.
(b)With or without terminating this Agreement, Owner may require Renter at Renter's expense to redeliver any or all of the Equipment to Owner as
provided below in Section 9.04. Such delivery shall take place with in 15 days after the event of default occurs. If Renter fails to deliver the Equipment,
Owner may enter the premises where the Equipment is located and take possession of the Equipment and charge Renter for cost incurred.
Notwithstanding that Owner has taken possession of the Equipment, Renter shall still be obligated to pay the remaining Rental Payments due up until
the end of the then current Original Term or Renewal Term. Renter will be liable for any damage to the Equipment caused by Renter or its employees
or agents.
(c)Owner may take whatever action at law or in equity that may appear necessary or desirable to enforce its rights. Renter shall be responsible to Owner
for all costs incurred by Owner in the enforcement of its rights under this Agreement including, but not limited to, reasonable attorney fees.
Section 9.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to Owner is intended to be exclusive and every such remedy shall be
cumulative and shall be in addition to every other remedy given under this Agreement now or hereafter existing at law or in equity. No delay or omission to
exercise any right or power accruing upon any default shall impair any such right or shall be construed to be a waiver thereof.
Section 9.04. Return of Equipment and Storage.
(a)Surrender: The Renter shall, at its own expense, surrender the Equipment to the Owner in the event of a default by delivering the Equipment to the
Owner to a location accessible by common carrier and designated by Owner.
(b)Delivery: The Equipment shall be delivered to the location designated by the Owner by a common carrier unless the Owner agrees in writing that a
common carrier is not needed. When the Equipment is delivered into the custody of a common carrier, the Renter shall arrange for the shipping of the
item and its insurance in transit in accordance with the instructions and at the sole expense. Renter at its expense shall completely
sever and disconnect the Equipment or its component parts from the property all without liability to the Owner. Renter shall pack or crate the
Equipment and all of the component parts of the Equipment carefully and in accordance with any recommendations of the manufacturer. The Renter
shall deliver to the Owner the plans, specifications operation manuals or other warranties and documents furnished by the manufacturer or vendor on
the Equipment and such other documents in the possession relating to the maintenance and methods of operation of such Equipment.
(c)Condition: When the Equipment is surrendered to the Owner it shall be in the condition and repair required to be maintained under this Agreement. It
will also meet all legal regulatory conditions necessary for the Owner to sell or lease it to a third party and be free of all liens. If Owner reasonably
determines that the Equipment or an item of the Equipment, once it is returned, is not in the condition required hereby, Owner may cause the repair,
service, upgrade, modification or overhaul of the Equipment or an item of the Equipment to achieve such condition and upon demand, Renter shall
promptly reimburse Owner for all amounts reasonably expended in connection with the foregoing.
(d)Storage: Upon written request by the Owner, the Renter shall provide free storage for the Equipment or any item of the Equipment for a period not to
exceed 60 days after the expiration of its lease term before returning it to the Owner. The Renter shall arrange for the insurance described to continue
in full force and effect with respect to such item during its storage period and the Owner shall reimburse the Renter on demand for the incremental
premium cost of providing such insurance.
X.Miscellaneous
Section 10.01. Notices. All notices shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, to the
parties at their respective places of business as first set forth herein or as the parties shall designate hereafter in writing.
Section 10.02. Binding Effect. Renter acknowledges this Agreement is not binding upon the Owner or its assignees unless the Conditions to Funding listed
on the Documentation Instructions have been met to Owner's satisfaction, and Owner has executed the Agreement. Thereafter, this Agreement shall inure
to the benefit of and shall be binding upon Owner and Renter and their respective successors and assigns.
Section 10.03. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such
holding shall not invalidate or render unenforceable any other provision hereof.
Section 10.04. Amendments, Addenda, Changes or Modifications. This Agreement may be amended, added to, changed or modified by written agreement
duly executed by Owner and Renter.
Section 10.05. Execution in Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.
Section 10.06. Captions. The captions or headings in this Agreement do not define, limit or describe the scope or intent of any provisions or sections of this
Agreement.
Section 10.07 ARTICLE 2A WAIVERS. In the event that Article 2A of the Uniform Commercial Code is adopted under applicable state law and applies to
this Agreement, then Renter, to the extent permitted by law, waives any and all rights and remedies conferred upon a Renter by Sections 2A-508 through
2A-522 of such Article 2A, including, but not limited to,rights to: (i) cancel or repudiate this Agreement; (ii) reject or revoke acceptance of the
Equipment, Software or Services; (iii) claim, grant or permit a security interest in the Equipment in control for any reason; (iv) deduct
from Rental payments or other amounts due hereunder, all or any part of any claimed damages resulting from default, if any, under this Agreement;
(v) accept partial delivery of the Equipment; (vi) by making any purchase or Agreement of or contract to purchase or Agreement equipment in
substitution for Equipment designated in this Agreement; and (vii) obtain specific performance, replevin, detinue, sequestration, claim and delivery or the like
for any Equipment identified to this Agreement. To the extent permitted by applicable law, Renter also hereby waives any rights now or hereafter conferred
by statute or otherwise which may require Owner to sell, Agreement or otherwise use any Equipment in mitigation of damages or which may
otherwise limit or modify any of rights or remedies.
Section 10.08. Master Rental. This Agreement can be utilized as a Master Rental Agreement. This means that the Owner and the Renter may agree to the
rental of the additional Equipment under this Agreement at some point in the future by executing one or more Additional Schedules to Exhibit A, Exhibit B,
Exhibit C and Exhibit D as well as other exhibits or documents that may be required by Owner. For purposes of this section, the term
refers to the proper execution of additional Schedules to Exhibit A, Exhibit B, Exhibit C and Exhibit D as well as other exhibits or documents that may be
required by the Owner all of which relate to the renting of additional Equipment. Additional Schedules will be consecutively numbered on each of the exhibits
which make up the Additional Schedule and all the terms and conditions of the Agreement shall govern to each Additional Schedule.
Section 10.09. Entire Writing. This Agreement constitutes the entire writing between Owner and Renter. No waiver, consent, modification or change of
terms of this Agreement shall bind either party unless in writing and signed by both parties, and then such waiver, consent, modification or change shall be
effective only in the specific instance and for the specific purpose given. There are no understandings, agreements, representations, conditions, or
warranties, express or implied, which are not specified herein regarding this Agreement or the Equipment rented hereunder. Any terms and conditions of any
purchase order or other documents submitted by Renter in connection with this Agreement which are in addition to or inconsistent with the terms and
conditions of this Agreement will not be binding on Owner and will not apply to this Agreement. If there is a conflict between any terms and conditions in this
Agreement and the Master Agreement # , this Agreement shall prevail.
Section 10.10. Choice of Law. This Agreement shall be governed according to the laws of the State of the Renter.
Owner and Renter have caused this Agreement to be executed in their names by their duly authorized representatives listed below.
«RENTERNAME» «OWNERNAME»
Signature Signature
Typed Name and Title Typed Name and Title
Schedule (01)
EXHIBIT A
DESCRIPTION OF EQUIPMENT
RE: Rental Agreement dated as of «RentalAgreementDate», between «OwnerName» (Owner) and «RenterName»
(Renter)
Below is a detailed description of all the items of Equipment including quantity, model number and serial number where
applicable:
«EquipmentDescription»
Location of Equipment:
Schedule (01)
EXHIBIT B
PAYMENT SCHEDULE
RE: Rental Agreement dated as of «RentalAgreementDate», between «OwnerName» (Owner) and «RenterName»
(Renter)
Date of First Payment: «FirstPaymentDueDate»
Original Balance: $«LoanAmount»
Total Number of Payments: «TotalNumberOfPayments»
Number of Payments Per Year: «NumberofPaymentsPerYear»
Pmt. Due Rental *Stipulated
No. Date Payment Loss Value
«RenterName»
Signature
Typed Name and Title
*Assumes all Rental Payments due to date are paid
EXHIBIT C
CERTIFICATE OF ACCEPTANCE
Schedule (01)
RE: Rental Agreement dated as of «RentalAgreementDate», between «OwnerName» (Owner) and «RenterName»
(Renter)
I, the undersigned, hereby certify that I am a duly qualified representative of Renter and that I have been given the authority
by the Governing Body of Renter to sign this Certificate of Acceptance with respect to the above referenced Agreement. I
hereby certify that:
1. The Equipment described on Exhibit A has been delivered and installed in accordance with Renter's specifications.
2. Renter has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and
hereby acknowledges that it accepts the Equipment for all purposes.
3. No event or condition that constitutes or would constitute an Event of Default exists as of the date hereof.
4. The governing body of Renter has approved the authorization, execution and delivery of this Agreement on its behalf
by the authorized representative of Renter who signed the Agreement.
5. Please list the Source of Funds (Fund Item in Budget) for the Rental Payments that come due under Exhibit B of this
Agreement.
«SourceOfFunds»
If the above Source of Funds is solely a grant type fund, then the Renter, by signing below, hereby authorizes the
General Fund of the Renter as a backup source of funds from which the Rental Payments can be made.
«RenterName»
Signature
Typed Name and Title
EXHIBIT D
CERTIFICATE OF AUTHORIZATION
Schedule (01)
RE: Rental Agreement dated as of «RentalAgreementDate», between «OwnerName» (Owner) and «RenterName»
(Renter)
[TO BE REPLACED BY
COPY OF PURCHASING
STATUTE OR
GUIDELINES.]
INSURANCE REQUIREMENTS
Pursuant to Article V in the Rental Agreement, you have agreed to provide us evidence of insurance covering the
property in the Agreement. A Certificate of Insurance naming all insured parties and coverages must be
determined to us as soon as possible, but no later than the date on which delivery of equipment occurs. If you
have not taken possession of the equipment, please write a memo to «OwnerName» stating your carrier,
insurance agent and telephone number to reach them upon delivery.
In the case of self-insurance, the amount of liability and physical damage coverage are to be listed on
some form of certificate supplied by you. In addition, information regarding the nature of your self-
insurance program should also be forwarded to us as soon as possible.
INSURANCE REQUIREMENTS BY «OwnerName»:
1. LIABILITY
Minimum of $1,000,000.00 combined single-limit on bodily injury and property damage.
Owner and/or Its Assigns MUST be listed as additional insured and loss payee.
2. PHYSICAL DAMAGE
All risk coverage to guarantee proceeds sufficient to pay the applicable Stipulated Loss Value as set
forth in Exhibit B of the Agreement. «OwnerName» MUST be listed as additional insured and loss
payee.
The deductible amounts listed on the insurance policy should not exceed
$«InsuranceDeductibleAmount».
3. ENDORSEMENT
Owner will receive at least thirty (30) days written notice from Insurer prior to alteration, cancellation or
reduction of insurance coverage.
PLEASE FAX THE CERTIFICATE TO US AS SOON AS POSSIBLE AT FAX #] AND MAIL THE
ORIGINAL TO:
«OwnerName»
«OwnerAddress»
«OwnerCityStateZip»
YOUR ASSISTANCE IS GREATLY APPRECIATED TO COMPLETE THIS TRANSACTION, IF YOU HAVE ANY
QUESTIONS, PLEASE GIVE US A CALL AT PHONE #].
«RenterName»
Insurance Company:
Telephone #:
Fax #:
Address, City, State & Zip: