HomeMy Public PortalAbout079-2012 - Sanitary - Pitney Bowes - Postage meter leaseAGREEMENT
THIS AGREEMENT made and entered into this J& day of j� . 2012 and
referred, to as Contract No. 79 -2012 by and between the City of Richmond, Indiana, a
municipal corporation acting by and through its Board of Sanitary Commissioners (hereinafter
referred to as the "City"} and Pitney Bowes, Inc., 5071 West 70 Street, Indianapolis, Indiana
46268 (Hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby agrees to lease from Contractor one DM400C Digital Meter Mail System, including
Intellilink Interface, accounting software, five pound integrated weighing and platform,
Intellilink and Soft -Guard subscriptions, and Tier 2 Service Agreement, for the Richmond
Sanitary District.
The Indiana State Quantity Purchase Agreement Vendor and Commodity List containing
Indiana State Pre -Approved Equipment Pricing Bids (hereinafter "QPA Bid List") was
examined by the Richmond Sanitary District. The QPA Bid List is on file in the
Richmond Sanitary District, is hereby incorporated by reference, and made a part of this
Agreement. Contractor agrees to comply with all terrns and conditions contained therein.
Pursuant to Indiana guidelines, a City may opt to use the State QPA Bid List when
purchasing and may request price quotes for specific quantities of items of equipment
and/or commodities as an alternative to the standard bid procedures.
Contractor's Response to the Richmond Sanitary District's specific quantity inquiry is
attached hereto as "Exhibit A", which Exhibit consists of two (2) pages, is hereby
incorporated by reference and made a part of this Agreement. Contractor agrees to
comply with all terms and conditions contained in Exhibit "A."
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions, terms, or conditions of this Agreement, this Agreement -shall be controlling.
The Contractor shall furnish all labor, material, equipment, and services necessary for or
incidental to the proper completion of all work specified, in a timely manner.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance and/or
warranties;
2. The City is in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22 5-1.7-11(a)(2);and
3. A purchase order has been issued by the Purchasing Department.
Contract No. 79 -2012
Page I of 6
SECTION H_ STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of
the City of Richmond. The Contractor shall provide, at its own expense, competent supervision
of the work.
SECTION III. COMPENSATION
City shall pay Contractor the amount of One Hundred Sixteen Dollars and Zero Cents
($1 l6.Ol}) per month, billed quarterly, for the lease term of forty-eight (48) months; provided
that Contractor's total compensation shall not exceed Five Thousand Five Hundred Sixty-
Eigbt Dollars and Zero Cents ($5,568.00) for fidl and satisfactory performance of this
Agreement.
SECTION M TERM OF AGREEMENT
This Agreement shall become effective when signed by all parties and shall continue in effect for
a period not to exceed forty-eight (48) months.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in
part, for cause, at any time by giving at least five (5) working days written notice specifying the
effective date and the reasons for termination which shall include but not be limited to the
following.
a. failure, for any reason of the Contractor to fulfill in a timely and proper manner its
obligations under this Agreement;
b. submission by the Contractor to the City of reports that are incorrect or incomplete in
any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made, or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work
performed prior to the effective date by Contractor, but shall be relieved of any other
responsibility herein.
This Agreement may also be terminated by either the City or the Contractor, in whole or in part,
by mutual Agreement setting forth the reasons for such termination, the -effective date, and in the
case of partial termination, the portion to be terminated.
SECTION V. INDEhLUICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to
person or property or any other claims which may arise from the Contractor's conduct or
performance of this Agreement, either intentionally or negligently; provided, however, that
Page 2 of 6
nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts
of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this
Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set
forth below which may arise out of or result from the Contractor's operations under this
Agreement, whether such operations by the Contractor or by any sub -contractors or by anyone
directly or indirectly employed by any of therm, or by anyone for whose acts the Contractor may
be held responsible-
Coveraee
A. Workers Compensation &
Disability Requirements
B. Employer's Liability
C. Comprehensive General Liability
Section 1, Bodily Injury
Section 2. Property Damage
D. Comprehensive Auto Liability
Section 1. Bodily Injury
Section 2. Property Damage
Statutory
$100,000
$1,000,000 each occurrence
$2,000,000 aggregate
$1,000,000 each occurrence
$1,000,000 each person
$1,000,000 each occurrence
$1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$1,000,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall,
before commencing work under this Agreement, provide the City a certificate of insurance, or a
certificate from the industrial board showing that the Contractor has complied with Indiana Code
Sections 22-3-2 S, 22-3-5-1 and 22 3-5 2. If Contractor is an out of state employer and therefore
subject to another state's worker's compensation law, Contractor may choose to comply with all
provisions of its home states worker's compensation law and provide the City proof of such
compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law.
SECTION V11- COMPLIANCE WITH INDIANA E-VERIFy PROGRAM
REQUIREMENTS _
PurmW to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work
eligibility status of all newly hired employees of the contractor through the Indiana E-Verify
program. Contractor is not required to verify the work eligibility status of all newly hired
employees of the contractor through the Indiana F-Verify progiarn if the Indiana E-Verify
program no longer exists- Prior to the performance of this Agreement, Contractor shall
provide to the City its signed Affidavit affirming that Contractor does not knowingly employ
an unauthorized alien in accordance with IC 22-5-1.7 11 (a) (2)_ In the event Contractor
violates IC 22-5-1.7 the Contractor shall be required to remedy the violation not later than
Page 3 of 6
thirty (30) days after the City notifies the Contractor of the violation. If Contractor fails to
remedy the violation within the thirty (30) day period provided above, the City shall consider
the Contractor to be in breach of this Agreement and this Agreement will be terminated. If
the City determines that terminating this Agreement would be detrimental to the public
interest or public property, the City may allow this Agreement to remain in effect until the
City procures a new contractor. If this Agreement is terminated under this section, then
pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual
damages.
SECTION VIII. PROHIBITIONAGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting
on behalf of Contractor or any sub -contractor shall not discriminate against any employee or
applicant for employment to be employed in the performance of this Agreement, with respect to
hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly
related to employment, because of race, religion, color, sex,, disability, national origin, or
ancestry.
B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
1. That in the hiring of employees for the performance of work under this
Agreement of any subcontract hereunder, Contractor, any subcontractor, or any person
acting on behalf of Contractor or any sub -contractor, shall not discriminate by reason of
race, religion, color, sex, national origin or ancestry against any citizen of the State of
Indiana who is qualified and available to perform the work to which the employment
relates;
2. That Contractor, any sub -contractor, or any person action on behalf of Contractor
or any sub -contractor shall in no manner discriminate against or intimidate any employee
hired for the performance of work under this Agreement on account of race, religion,
color, sex, national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City
under this Agreement, a penalty of five dollars ($5.00) for each person for each calendar
day during which such person was discrir ninated against or intimidated in violation of the
provisions of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all monies
due or to become due hereunder may be forfeited, for a second or any subsequent
violation of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION IX. RELEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees, or
agents of the same from all liability for negligence which may arise in the course of Contractor's
performance of its obligations pursuant to this Agreement.
Page 4 of
SECTION X. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of
its rights or obligations hereunder without the prior written consent of the other party, It shalt be
controlled by Indiana law and shall be binding upon the parties, their successors and assigns. It
constitutes the entire Agreement between the parties, although it may be altered or amended in
whole or in part at any time by filing with the Agreement a written instrument setting forth such
changes signed by both parties.
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.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and suit arising
under this Contract, if any, must be filed in said courts_ The parties specifically agree that no
arbitration or mediation shall be required prior to the commencement of legal proceedings in said
Courts.
Any person executing this Contract in a representative capacity hereby warrants that he has been
duly authorized by his or her principal to execute this Contract.
In the event of any breach of this Agreement by Contractor, and in addition to any other damages
or remedies, Contractor shall be liable for all costs incurred by City due to the enforcement of this
Agreement, including but not limited to City's reasonable attorney's fees, whether or not suit is
filed.
In the event that an ambiguity or question of intent or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.
Page 5 of 6
IN WITNESS WHEREON, the parties have executed this Agreement at Richmond, Indiana, as of
the day and year first written above, although signatures may be affixed on different dates.
"CITY"
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Sanitary Commissioners
By:
Richard Bodiker, President
Date: C. y�`-le
APPROVED:" 44j��4
Sarah L. Hutton, Mayor
Date: /rL/
"CONTRACTOR"
PITNEY BOWES, INC.
Printed: {,P_/,►Ctc� `l„ _ )
Title:1Z�[�Q
Date: / Z
Page 6 of 6
PITNEY BOWES GLOBAL FINANCIAL SERVICES AGREEMENT I -
STATE AND LOCAL TERM RENTAL
Agreement Number
Your Business Information
CITY OF RICHMOND 356001174
Full legal Name of Customer DSA Name of Customer Tax IQ # (I=EIWFIN1
2380 LIBERTY AVE
RICHMOND
IN
47374-7282
Sift Address: Street
City
State
Zip+4
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20472647864
Billing Conted Name
billing Contact Phone #
Billing CAN #
2380 LIBERTY AVE
RICHMOND
IN
47374-7282
Installeflon Address irdlffe►enf ftoa timing address) : Street
MY
State
Trp+4
Kymberley Saul
(76S 983 7445 ext
20472647864
Instatlatlon Contact Name Installation Contact Phone # installation CAN #
F-W Period fhem-fal customer PO # OelivetyCAN #
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Number Of Months Moothly Amount Bitted Quarterly At -
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( ) Required achwcs chock of $( ) recahred
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{ j Tax Exempt Certificate Not Required
NoWatiorocularinamYau 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 an payments in each subsequent fiscal period BNaugh the end of your Lease Term. If your appropriation request to your legislative body,
or funding authority (,Governing BoM forfonds to Pay the Payments Is denleA you may terminate this tease on the last day of the fiscal period for which
funds have been appropriated, upon () submission of documanl2tim reasonably satisfactory to us evidencing the Governing Body's denial of an appropriation
sufficient to continue this I case for the next succeedhM tlscal period. and (B) sailsbcUon of all charges and obligations undarthis Lease incurred through the
end of the fiscal period for which funds have been appropriated. incknfrrg the return of the Equipment at your expense.
You agree to be bound by all the terms and conditions of this Agreement, including those contained on page 2 and those located in the Pitney Bowes Terms
(Version 3112), which are evalable at 1571W-prit_oomlterms and are incorporated by reference. The lease writ be binding on PBGFS only after P8GF8 has
completed its credit and documentol on approval process and an authorized PBGFS employee signs below
Customer Signature Daw
William Harris Director
Print Narm Title
Email Address
Sales Information
Adrienne Barnes 014
Account Rep Name
District office
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PBGFS Acceptance
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TERM RiiNTAL TERMS AND CON017IONS
L.
L4.
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L7,
71119 is a tern rentsl agreement with Pik" eowes 61"M Financial Services t.LC (PBGFS). Putney Bowan' financing company. PSGFS provides financing aptians to
our customers. P8[iFS does not warrant, service or otherwise support the equipment. Those services are provided by Pitney Bowes Inc. (PBQ as stated in the Pitney
Howes Terms. Due to fed" regulations, only PBI can own an IntelliLlnhe Control Center or Meter. Therefore, those hams are rented to you, rather than leased or
sold.
l 3
L1.1 All capitalized terms that are not defined in this document are
defined in the "Definitions' section of the Pitney Bowes Terms.
>Rt. AGREEMENT
1.2.1 You will make each Monthly Payment by the due date shown on
our invoice.
L2.2 You may not cancel this Agreement for any roman except
as expressly set forth in Section L10 below. Ail payment
obligations are unconditional.
L2.3 Our remedies far your failure to pay on time or other defaults are
set forth in the "Default and Remedies' section of the Pitney
Bowes Terms_
LZ4 You authorize us to file a Uniform Commercial Code financing
statement naming you as debtarilessee with respect to the
Equipment
. PAYMENT TERMS AND OBLIGATIONS
L3.1 We will invoice you in arrears each month for all payments on
the Order (each, a 'Monthly Payment"). except as provided in
any SOW attached to this Agreement
L3.2 Your Monthly Payment may include a ons-11me origination fee,
amounts carried over from a previous unexpired lease, and other
costs.
L3.3 If you request, your IntelliLink Contra! Center/Lieter Rental fees.
Service Level Agreement fees, and Soft -Guard' payments ('PSI
Payment%*) will be included with your Monthly Payment and
begin with the start of the Term. Your Monthly Payment will
increase if your PSI Payments increase_
L3.4 Your obligations, including your nbligallon to pay the Monthly
Payments due in any seal year during the term of this
Agreement, shall constitute a current expense for such fiscal
year and Shag not constitute indebtedness within the meaning of
the constitution and taws of the state in which you are located.
Nolhing herein shall constitute a pledge by you of any saxes or
other moneys (other than moneys lawiu ly appropriated from
time to time by or for your benefit for this Agreement) to the
payment of any Total Payment due under this Agreement.
EQUIPMENT OWNERSHIP
L4.1 PBf owns any Intelfit-Ink Control Center or Meter. Title to the
Equipment shalt pass to you upon installation. However, you
and we agree that We shall automatically revert to us in the
event Of default, or termination due to your non -appropriation
under Section 1-10.
TERM
L5.1 This Agreement shall eommence on the slate of delivery and
shall continue until the earlier of ( 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 L10, or (i11) the
expiration of the Term and your payment of all Monthly
Payments and other sums due and your fulfilment of all other
obligations under this Agreement.
SURRENDER OF EQUIPMENT
L6.1 if you default or terminate this Agreement by non -appropriation
under Section L10, you, at your expense, shall return all
Equipment by delivering it to us In the same condition as when
delivered to you, reasonable wear and tear excepted, to such
place or on board such carrier, packed for shipping, as vie ma
Specify. Until the Equipment is returned as requfred above, all
terms of this Agreement remain in etTect including, without
fimltafion, your Obligations to make payments relating to your
continued use of the Equipment and to Insure the Equipment.
WARRANTY AND LiMifATION OF I-MBILITY
L7.1 WE (PBGFS) MAKE NO WARRANTIES, EXPRESS OR
IMPLIED. INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR FREEDOM FROM INTERFERENCE OR
INFRINGEMENT.
L72 PBI provides you with (and we assign to you our rights In) the
limited warranty in the Pitney Bowes Terms,
L7.3 WE ARE NOT LIABLE FOR ANY LOSS, DAMAGE (INCLUDING
INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES),
OR EXPENSE CAUSED DIRECTLY OR INDIRECTLY BY THE
EQUIPMENT.
I.B. EQUIPMENT OBLIGATIONS
1-8.1 On and Repairs. You will keep the Equipment free from
Hans and encumbrances and in good repair, condition, and
working order.
L8.2 Imps ectfwL We may Inspect the Equipment and any related
maintenance records.
L8.3 Location. You may not move the Equipment from the location
specified on the Order without our prior written consent.
t.9. RISK OF LOSS
1-9.1 You bear the bn[ire risk of foss to the Equipment from the date of
shipment by PHI until the end of the Term (Including any
exiensinns', regardless of cause, ordinary wear and tear
excepted ( Loss ).
L9.2 No Loss will relieve you of any of your obligations under this
AgreemenL You must immediately notify us in writing of the
occurrence of any Loss.
1.9.3 You will keep the Equipment insured against Loss for its full
replacement value under a comprehenslve aficy of insurance or
other arrangement with an insurer of your ok e, provided that it
is reasonably satisfactory to us ('insurance YOU MUST CALL
US AT 1-81)t)-243-9508 AND PROVIDE US WITH EVIDENCE
OF INSURANCE.
L70. NON -APPROPRIATION
L10AYou 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 and of the term. if your a propristion
request to your
fun legislative body, or funding authority l"Goveming
") pay the payments Is denied, you may
terminate this Agreement on the last day of the fiscal period for
which funds have been approgpiated, upon (i) submission of
documentation reasonably satisractory to us evidencing the
Governing Body's denial of an appropriation sufficient to
continue this Agreement for the next succeeding fiscal period,
and (if) 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.
1-11. REPRESENTATIONS
11-11.1 You hereby represent and warrant that (a) you are a state or
political subdivision thereof within the meaning of Section 10 c)
of the Internal Revenue Code of 1986, as amended (the 'Code);
and (b) you have the power and authority under a pllcable 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
grass Income of the owner thereof for Federal income tax
purposes under Section 103(a) of the Code. You shall, at sit
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
yyfield utilizing our consolidated marginal tax rate, which adjusted
fulanthfy Payments you agree to pay as provided fn this
Agreement, subject to Section LID. The rate at which the
Interest portion of Monthfy Payments is calculated Is not
Intended to exceed the maximum rate or amount of interest
permitted by applicable taw. 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 tD be done) any art which WR cause, or by
omission of any act allow, this Aoreement to be an "arbitrage
told' within the meaning of Section 148(a) of the Code or a
private activity bond' within the meaning of Section 141(a) of
the Code. At the 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 8035-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 shaft survive the termination of this Agreement
1-12. MISCELLANEOUS
L12_1 rf more than one customer is named in this Agreement, liability
is joint and several.
L122 YOU MAY NOT ASSIGN OR SUBLET THE EQUIPMENT OR
THIS AGREEMENT WITHOUT OUR PRIOR WRITTEN
CONSENT, WHICH CONSENT WiLL NOT BE
UNREASONABLY WITHHELD.
L1Z3 We may self, assign, Or transfer all or any part of this
Agreement or the Equipment. Any sale, assignment, or transfer
will not affect your rights or obligations under this Agreement.
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