CONTRACT 3745 Vender Agreement CLOSEDRMF
Pitney Bowes
Engineering the flow of communications
Rental Account Number 60
Your Business Information
CAN # ORDER #
CITY OF EL SEGUNDO
Full Legal Name of Lessee DBA Name of Lessee Tax ID # (FEINMN)
350 MAIN ST EL SEGUNDO CA 90245.3813
Billing Address — city state Zip+4
Billing Contact Name
Billing Contact Phone #
usung kiAUV i
360 MAIN ST
EL SEGUNDO
CA
902453813
Installation Address (If different than billing address)
City
State
Zip44
27848400209
Installation Contact Name
Installation Contact Phone #
Installation CAN #
P%15 PLArCL%As l.-j5
310- 524-2300
r tits
Credit Card #
Name on Card
WIA
Exp Date
ra*
Type of Card
NIAk
N1A
Tex Exempt #
NIA
State Tax (If applicable)
Fiscal Period (from - to)
OCT �L — SE(T 30
Your Business Needs
Qty Business solution Description
Mail Stream Solution - I
1 2 Station D1380 without OMR
1 D13501400 ti 3 Series Classic Operator Training
Approved as to form:
Assistant?o* Attorney
Your Payment Plan
Number of moll is Monthly amount'
First 8o $287
MeRMkmy Billing Only
aWkk -T :Ri.Y
Check Itwns to be Included in cuNOlna's payerm
❑ Equipment Maintenance
Provides service eoverape induding certain pans and labor
❑x Software Maintenance
Provides revision updates and techthral assistance
0 Soft - Guards Subscription
Provides postal and carver updates
If you do not elect to if Wudo Solt -Gums probctlon wall your Imse you will auWMSUCSlly
no" updalas at lha wlan -Gnram ralas.
❑ IntelllUnitTM SubseriptioMMeter Rental
Prowdes srmplfied Wing and includes ( )resets P-Year
() calemwaon services Eleolronk aeaas m ed pos og dirnm6on awvk*
Rae" an Whieft for poetess, eoneoldeled bill%
() perchme power and «worked man.9Ment f"Nib 10 11111120110011 .
(xx) Required advance check of S(
(xx) Tax Exempt certificate attached
Initial Rental Term
Your Acknowledgement
By your rgheere W "Reiner" below you revst thtl vw rent to You In$ "U"Wt "W*gd oboes m an try whodld o ttlrod hmab (he Erynpmenrl kr ownCJ rwrnmmhl puipwc �n cawldWOM d Your pgnNeK to w d IM amounts wt b
w M Pymnl Schedule, "led W tine cans nd tZbors VWWd In hn Agrament. For Wpoese of hu Agreemnt MI poynrne so forth in die Pervert Schedule Nw be Worried 10 a tits ROW PaPnerrh' The psymmlt reforred to h
Pynlnt Schedule Other than ho 'Find P ymsm" shill be rdsnad to abrgldnly as • 'Poriod Peynnnr end allatlNely s he 'Peed Pyvsme.' Your o1M -11 be erMnp n w wren We acpt d y heanp n ernitafted erelyee or it N pyme
hereunder efuy be pyeble only to mat our eee uOve Oeue rnline"drern you Oherwea in willing.
I NON.APPROPRIATION. You werent het You hew had wulobl. tO py he TOW pymrtva unu the end of Wear currant fle-1 Period end Nail tree your bee anbM to OOWn fund to py he TOW Pymene in each wbeepuent decal prod hie
he end of your in" Term It yaw ppropeyon mqued h your legieledre body. Or funding Kam* ('GOVarmg BoN1 let hinds a py M Too Pymne Is 010,40, you my terrreoh One Aaeahent n die last the/ d an real period /ar witch N
nwa been spproplxtaq�{ Uy6n I, wbMaMn of doaomneen nee r. "Beheery m w wndonong da Oovamng Body's dvu Of n pimpnaoon wBant a conbwe On Agreement for M next scwdng bal period, end t §dXfS M of
chrga eta o yv1'Agreennnl nwrced through the red at he Mod pnod for witch fund hwe ben OWOPneed, ucludnp the turn of ha Ewl tat or yOw eaperne
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Sig Date
R7 -' ' 1r M P,,► A s 1:5 1?,, "� r e
rint Marne Tits Email Address
Tolleee D AI -Ariz 054
Aceoun'r Rep C� lark District Office PBGFS Acceptance
' �a�r, �,menl Vendor. F'riney GO'Nes Inc
t
Q� �� El Segundo ,�e - ^d t Iry al K a'. term a 1 .untlnlont Ps &ales and Sennues call ; 800 3:2 8011P
2. TERM. This Agreement shall commence on the date of
delivery of the Equipment and shall continue until the earlier
of (i) termination at our option upon the occurrence of an
event of default, or (ii) the occurrence of an event of a non-
appropriation under Section 1, or (iii) the expiration of the
]initial Rental Team and your payment of all Total Payments
and other ' sums due, and your fulfillment of all other
obligations, under this AgrocmetrL
3. EQUIPMENT MAINTENANCE AGREEMENT CEMAJ. If
you select Equipment Maintenance, we shall provide, under the
EMA, maintenance and ernergehcy repair services on the
Equipment, including new (or equivalent) parts required due to
normal weer, during normal business tours. We may assess
additional hourly charges for service performed outside normal
business lours. Service and repairs due to negligence, misuse,
external forces, loss of etechicel power, power fluctuation, use of
supplies not meeting our spurs, or service supplied by third
parties are excluded. Consumable supprres and rate program
software for electronic stales are not included under the EMA.
4, SOFT4KLW AGREEMENT. If you select SOFT- GUARD,
you have subscribed to the SOFT -GUARD Rate Protection Man
with us, and we shall provide up to sin (6) quaiiQed PROM or Disk
replacements ( media) over a twelve month period at no additional
charge. The SOFT -GUARD Agreement covers the folb*g types
of events: (I) Postal or carrier rate increases or decreases, (1)
changes in service provided by carriers (e.g. required now repot
formats, or geographical expansions), and (1111) all Zip Code or zone
changes. The following types of events are not covered by the
SOFT -GUARD Agreement: (a) custom rate changes, (b) new
classes of service allow by tuners, and (c) new PROMs or Disks
(media) needed to establish a new home Zip code due to a change
in equipment location.
5. SOFTWARE MAINTENANCE AGREEMt] IT CSMA'. If
you select Software Maintenance, we shall provide, under the SMA,
at no additional charge, toll free telephone technical assistance
rela*Q to software programs and updated versions, i.e., fixes and
minor enhancements (excluding postal or carrier rate changes) of
the licensed program. If you are renting addressing products, the
SMA provides Addressing Software Update subscriptions covering
quarterly national and state updates to the Phney Bowes national
address drectory, as well as required periodic and/or random
software updates needed b comply with changes of United States
Postal Service regulations or databases.
6. METER BILLING. V you select Meter on Rental, you have
entered into a Postage Meter Rental Agreement. Refer to your
Postage Meter Rental Agreement for its terms and conditions.
Notwithstanding anything contained herein, any meter(s) will at ON
times remain our property.
7. AUTOMATIC PROM REPLACEMENT. If you did not setect
SOFT- GUARD, we shall provide without further request from you,
Automatic PROM Replacement arrrbodying software or rate
changes. You shall reoeive notice when replacements become
available, and may order replacement PROMS whenever there Is a
change in a carrier's service ctivenege. You agree to pay the than
current list price for bath PROM ordered for delivery with the
Equipment or supplied under the above terms, except that there
shall be no charge for the replacement PROMs issued within 90
days after the equipment installation.
8. WARRANTIES. We warrant the Equipment, PROMS and
Software covered by this Agreement (excluding consumable parts and
supplies) to be free from defect In material, workmanship, or
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3745 . _.
programming for 90 days fdbwktg Installation, If, during this time,
you have any problems (not resulting from accident or misuse), we
will repair or, at our option, replace any such deiecdo item.
PROMS and software are programmed with netea and computation
methods which may be specific to a drier or regulated by a
government agency. I such rates or methods are changed by the
drier or the agency within these 90 days, we vA update or
replace affected PROMe or Software b n>elect current reies and
methods. We will assume the obligations stated heren only If you
operate the Equpnhant, PROMS and Software In acoordanoe with
their published operating instructions and only for the ordnary
purposes for which they were designed. 91= as
gMvlded THIS IS THE ONLY WARRANTY APPLICABLE TO
THIS AGREEMENT, THE EQUIPMENT, PROMS AND
SOFTWARE, AND IS EXPRESSLY IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCWDING ANY
IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR ANY OTHER WARRANTY.
REPAIR OR REPLACEMENT OF THE EQUIPMENT IS YOUR
SOLE REMEDY FOR BREACH OF WARRANTY. WE ASSUME
NO RESPONSIBlUTY FOR ANY DAMAGES INCURRED BY
REASON OF THE FAILURE OF THE EQUIPMENT, PROMS.OR
SOFTWARE TO OPERATE AS INTENDED, INCLUDING
INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.
9. COMPUTATION OF TOTAL PAYMENT. You shall pay
each and every Peiod Payment for the entire Initial Rental Term,
subjW to the Governing Body's right not to appropriate as
provided in Section 1. The amount of each Period Payment is
based on the cost of Me Equipment, Inclusive of as related
expenses ( plus, at your request, any unpaid bslenoes for amounts
due and/or to bmme due from a previous Agreement less any
product decoungaibwanoe, plus amounts due for additional
services selected by you, such as EVA So%Guard Agreerhett
SMA, and Meter On Rental). We may increase the Period
Payment as a result of any knposifion of, or increases in, taxes as
provided in Section 12 or Seddon 15, or metes rental dwrges. Veu
lavoided in Section 1.
10. PURCHASE ORDER USE You may use 8 Purdhase
Order b offer to obtain use of Equipment provided however, if a
purchase order is issued, none of its term and conditions shat
supplement amend, modify or supersede the terms and conditions
of this Agreement nor shell any of is terms be fncoporatsd
herein, and 9 shat not be effective except with respect to
Equipment description, Equipment quantity, MW Rental Term,
Total Payments, Equipment location, and the request for the
ancillary UNION set forth in Sections 3 — 7.
11. INSURANCE You are responsible for Equipment loss,
damage or destruction from any carne, whether or not insured.
You shah provide. maintain, and pay for: (a) insurance against
Equipment loss, that or damage, for to full replaoernent vale
thereof, with loss payable to us, and (b) public iabilly and property
damage insurance naming us as an additional insured. No Equipment
km, theft or damage shall relieve you of your obligation to pay the
Period Payments or any other obligation under this Agreement
12. TAXES; NO LIENS, You shall pay or reimburse us, as we
direct, for all charges and taxes Incurred by us which are based on or
measured by this Agmement, the tilling or receiving of Total
Payments, documentation relating to this Agreement (Including stamp
taxes) and the sale, purchase, ownership, renting, value (including
personal property typs taxes ),. possession, or use of the Equipment,
Meters, or softwere. You shall beep the Equipment, meters, and
software fee and dear of all liens and encumbrances. Your
obligations under this Section shag commence upon Agreement
execution and survive temanadon or cancellalim of this Agreement.
13. DEFAULT. if you fail to pay when due any amount required,
or fail to perform any other oblodon under this Agreement, we may,
at our , take one or any
combination of the following actions: terminate this Agreement, take
possession of the Equipment (including meters), declare the entire
amount of all Total Payments, and other amounts due and b become
due, for the then current fiscal period for which funds have been
appropriated to be immediately due and payable, and pursue any
other remedy permitted by law or in equity. You will be responsible for
an related damages and legal and other costs and expenses (including
reasonable atbmey's fees) incurred by us In enforcing the provisions
herein.
14. NOTICES. All notdres under this Agreement shall be maned,
first doss postage prepaid, to the recipient at its address on page are
hereof, or at such other address as each party may provide In writing
from time to time. Such notices shall be etilective on the date they are
malted.
16. REPRESENTATIONS; MISCELLANEOUS. You represent
and warrant that (a) you are duly authorized to execute and deliver
this Agreement and all procedures have been met so that this
Agreement is k9al, vapid, binding and enforoeable against you; and
you shall not.permtt the Equipment to be used in a trade or business
of any other pecsoi: or entity; (b) you abet use the Equipment only in
the manner specified in the manuals and instructloca covering the
Equipment and, at your expense, keep the Equipment in good repair,
condition and worldmg order; (c) you shall timely Me an information
reporting return (e g. Form 8038 - GC nix, as necessary, Form 8038 -
G) with the Internal Revenue Service in acoordanoe with Section
149(e) of the Internal Revenue Code of 198%. as amended (the
"Costs', and the regulations thereunder, and you hereby appoint us as
your Agent for the purpose of maintaining a registration sy*m as
required by Seddon 149(a) of the Code; and you are (and shall
continue to be) a State or local government entity, and that any
obligation arising out of this Agreement constitutes nstituites an obligation by or
an behalf of a date or politcal subdivision thereof, within the meaning
of Section 103 of the 18_S Cods and the regulations thereunder. You
acknowledge that this Agreement is entered into based on the
assumption that the interest portion of each Period Payment is not
includible in gross Income of the owner thereof fcr Federal Income tax
purposes under Section 103(a) of the Code. A portion of each Period
Payment you shall pay includes interest If any interest Is deter fined
not to be exciudhle from gross income in accordence with Section
103(a) of the Code, your Period Payment shall be adjusted In an
amount sufficient to maintain our original after tax yield utilizing our
consolidated marginal tax rate, which adjusted Period Payments you
agree to pay as provided in this Agreement, subject to Section 1. The
rate at which the interest portion of Period Payments is calculated is
not intended to exceed the maximum rate or amount of interest
X0035760.1 n+maswa4 -%4
3745 •
permitted by applicable law. if such Interest porttorl exoeeda
such malnum, then at our option, If permitted by law, the
Interest portion will be reduced to the legally pe- aitsd mardrnum
amount of interest, and any excess wnl be used to reduce the
prindpal amount of your obligation or be refunded to you. This
Agreement contains the erdis agreement of the parties
concerning the subject matter of We Agmenbat. An pea
corrxnitntents, proposals and negotiations concerning the subject
matter of this Agmemorfl are merged Min this Agreement This
Agreement may only be arrandod, modfAed, wiplAemented or
superseded by a written agreement aVed by both parties. No
provision of he Agreement can be waived eaoept by our - whiten
consent. YOU MAY NOT ASSIGN, TRANSFER, OR SUBLET
ANY INTEREST IN THIS AGREEMENT OR THE EQUIPMENT
WCTHOUT OUR PRIOR WRITTEN CONSENT. We shin not
transfer or assign this Agreement, provided however. we may
have Pitney Bowes Credit Corporation service iris Agmenent for
us.
16. SECURITY AGREEMENT; PERSONAL PROPERTY.
You grant to us, as the Secured Party, a so=4 bisrest In the
Equipment and at addNione, attoc iments, aaxsaiorrs, and
subskdio ins thereto (excluding any meters) b W* h you do not
hold title) and authorize us b tide a yithanchg siatertrent w1h
respect Ila such security Interest The Egrdpment shall harsh
personalty and not really.
17. OPTION. You shall have the option b return the
Equipment (in the same condition as when delivered to you,
reasonable wear and tear excepted) to us at the end of the Initial
Rental Term and h consideration therefor, we than aedit your
account in an amount equal to your Final Payment In order to
exercise this option, you must notify us prior b the due dab of
your Final Payment and deliver the Equlpmerit to us on the due
date of your Final Payment
18. SURRENDER If you default, or (emir its this
Agreement by non- appropriatim under Section 1, you, at your
expense, shall retum all Equipment by delivering it to us in the
same condition as when delivered b you, masortade weer and
War excepted, to such piece or on board such carrier, packed for
shipping, as we may specify. Until the Equipment is returned as
required above, at terms of lids Agreement roman In &W
fndudng, without limitallm, your ob%a#m to make paymeft
relating to your continued use of the Equipment and b insure The
Equipment
19. DOCUMENTATION FEE. If you aid we have agreed, a
one-time. documentation be b cover the origination, aft,
processing end other ousts associated with this Agreetreat Is
Included in your Equipment cost and made a part of your Period
Payments.
20, INDEMNIFICATION. Piny Bowes shall indenvilfv.
dg nA gpd hold you harden jiQM n chins. liabnites.
domiiM. iurtame[nts or sedomMls (%Uiml. Indudina all
Treasonable out -phi idiat costs and shmenses related ah olo
i cll ulna attorneys' trees. directly =t from Pinney NW,
infringement or violation of any cOr ifti. patent or other
ttl.2W.g1l rn ht Witt msoed to the B1111M ML b lire
extant that such dairns. suits. drona4es. IWft or expenses are
not disused by your ad a omission.
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