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FD Digital Meters; Pitney Bowespitneybowes .;Pi WSCA/NASPO FMV Lease Option C Agreement Account #10 Your Business Needs Agreement Number Your Business Information Business Solution Description 1 Full Lcg a'. Name o:` Lessee . DBA Na:re o' Lessee Tex ID = (FEIMITI 1, CITY OF SAN RAFAEL DM125 Digital Mailing System 1 Sold -To Addr:=s 1600 Los Gamos Dr Ste 345, San Rafael, CA, 94903-1833, US Dept Accounting Enabler (5 Accts) 1 coal -T o cont ci N -Irl , -rid To Contact Ph ;rc't Sole To A, -count - EDDY SCAFANI (415)485-3488 0018191806 1 ull-70 :; drrs 1600 Los Gamas Dr Ste 345, San Rafael CA, 94903-1833, US DM125 US Meter Subscription 1 cId1=To Centric t Hz. -me ccntart Pitana 't 8Il-Tc Acr ounl Si I T.) Cnnll EDDY SCAFANI (415) 485-3488 0018191806 edlyn.scafanl@cityofsanrafael.org Sl, -P -To Address 1600 Los Gamos Dr Ste 345, San Rafael, CA, 94903-1833, US MPC4 Integrate Weigh Platform DM125 1 h,P- T c Contn:d Nnmr: ";^q) -T" C.nnhct Pi,o'tC ;'= Sh .,-Tc Account EDDY SCAFANI (415) 485-3488 0018191806 1 Your Business Needs Qty Item Business Solution Description 1 DM125 DM125 Digital Mailing System 1 1FAB Dept Accounting Enabler (5 Accts) 1 1 FAC Basic Accounting (10 Dept) 1 7PR0 DM125 US Meter Subscription 1 F901 Basic Installation and Training 1 MPC4 MPC4 Integrate Weigh Platform DM125 1 PR00 PR00- Meter for DM125 I DM225 1 PRW5 PRW5 - 5 Ib. Integrated Weighing 1 SBRP SBRP - DM 125 Digital Mailing System 1 SJ15 SoftGuard for DM100i/DM125 1 STDSLA Standard SLA -Equipment Service Agreement (for DM125 Digital Mailing System) US174E92.3 99117 Page 1 of 2 Y199591479 02917 Pitney Bowes Inc. All rights reserved. Sae Pitney Bowes Terms for additional terms and conditions 4-17-339A Your Payment Plan Initial Term: 36 months Initial Payment Amount: () Tax Exempt Certificate Attached Number of Months Monthly Amount Billed Quarterly at' () Tax Exempt Certificate Not Required 36 $52.56 I $ 157.68 () Purchase Power° transaction fees Included (X) Purchase PowerO transaction fees extra 'Goes not ircluds any applicable sales, use or property tares which will be billed separately Your Signature Below By signing below, you agree to be bound by your State's/Entity's/Cooperative's contract, which is available at www.pb.com/states and is incorporated by reference. The terms and conditions of this contract will govern this transaction and be bind:ng on us after we have completed our credit and documentation approval process and have signed below. WSCA/NASPO AOSPOI I-ponno411-7. 7 -12 -7n -2r1 Stale/Entity's Contract # Sales Information Anthony Kollman anthony.kcllman@pb.com Account Rep Name Email Address 115774883.3 06117 Page 2 of 2 Y100591436 02017 Pitney Bowes Inc All rights reserved See Pitney Bowes Terms for additional terms and conditions Lessee Slgnature Cr•h11t� Riney Bowes Signature .1� Print Name Print Name hitt/ MananPr Cit��of San Rafael Title - --� �—� Title Date Dale Email Address Sales Information Anthony Kollman anthony.kcllman@pb.com Account Rep Name Email Address 115774883.3 06117 Page 2 of 2 Y100591436 02017 Pitney Bowes Inc All rights reserved See Pitney Bowes Terms for additional terms and conditions OPTION C -- WSCA/NASPO FAIR MARKET VALUE LEASE TERMS AND CONDITIONS: Pitney Bowes Global Financial Services LLC will serve as a sub -contractor under ADSPO11-00000411 and will be the Lessor under this Fair Market Value Lease Terms and Condition Agreement. The Pricing Plan for the WSCA/NASPO Fair Market Value Lease Terms and Conditions is as follows: Monthly Billina: Term: Lease Rate: 36 .0342 48 .0277 60 .0237 L1. DEFINITIONS L1.1 All capitalized terms that are not defined in this document are defined in the "Definitions" section of the Pitney Bowes Terms. L2. AGREEMENT L2.1 You are leasing the Equipment listed on the Order. You will make each Monthly Payment by the due date shown on our invoice. L2.2 You may not cancel this Lease for any reason except as expressly set forth in Sections L10 and L11 below. All payment obligations are unconditional. L2.3 Our remedies for your failure to pay on time or other defaults are set forth in the "Default and Remedies" section of the Pitney Bowes Terms. L2.4 You authorize us to file a Uniform Commercial Code financing statement naming you as debtor/lessee with respect to the Equipment. L3. 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 one-time origination fee, amounts carried over from a previous unexpired lease, and other costs. L3.3 If you request, your IntelliLink`' Control Center/Neter Rental fees, Service Level Agreement fees, and Soft -Guard payments ("PBI Payments") will be included with your Monthly Payment and begin with the start of the Lease Term. Your Monthly Payment will increase if your PBI Payments increase. L4. EQUIPMENT OWNERSHIP L4.1 We own the Equipment. PBI owns any IntelliLink° Control Center or Meter. Except as stated in Section L6.1, you will not have the right to become the owner at the end of this Agreement. L5. LEASE TERM L5.1 The Lease term is the number of months stated on the Order ("Lease Term"). L6. END OF LEASE OPTIONS L6.1 During the 90 days prior to the end of your Lease, you may, if not in default, select one of the following options: a) enter into a new lease with us; b) purchase the Equipment "as is, where is" for fair market value; or (c) return the Equipment, IntelliLink Control Center and/or Meter in its original condition, reasonable wear and tear excepted. If you return the Equipment, IntelliLink Control Center and/or Meter, at our option you will either (i) properly pack them and insure them for their full replacement value (unless you are enrolled in the ValueMAX® program) and deliver them aboard a common carrier, freight prepaid, to a destination within the United States that we specify, or (ii) properly pack and return them in the return box and with the shipping label provided by us and, in either case, pay us our then applicable processing fee. L6.2 If you do not select one of the options in Section L6.1, you shall be deemed to have agreed to enter into successive 12 -month annual extensions of the term of this Agreement. You may opt to cease the automatic extensions by providing us with written notice within 120 days (but no less than 30 days or such shorter period as may be contemplated by law) prior to the expiration of the then -current term of this Agreement. Upon cancellation, you agree to either return all items pursuant to Section 1-6.1(c) or purchase the Equipment. L7. WARRANTY AND LIMITATION OF LIABILITY 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. L7.2 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. L8. EQUIPMENT OBLIGATIONS L8.1 Condition and Reairs. You will keep the Equipment free from liens and encumbrances and in good repair, condition, and working order. L8.2 Inspection. 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. L9. RISK OF LOSS AND VALUEMAXe PROGRAM Because we own the equipment while you lease it from us, we need to make sure It is protected while It is in your possession. You can demonstrate to us that the equipment will be protected either by showing us that your Insurance will cover the equipment or by enrolling in our fee-based ValueMAX program. The terms of that program are listed In Section L9.2. L9.1 Risk of Loss. (a) You bear the entire risk of loss to the Equipment from the date of shipment by PBI until the end of the Lease Term (including any extensions), regardless of cause, ordinary wear and tear excepted ("Loss"). (b) No Loss will relieve you of any of your obligations under this Lease. You must immediately notify us in writing of the occurrence of any Loss. (c) 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 is reasonably satisfactory to us ('Insurance"). L9.2 ValueMAX Proaram. (a) If you do not provide evidence of insurance and have not enrolled in our own 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. (b) We will provide written notification reminding you of your insurance obligations described above in Section L9.1 (c). (c) If you do not respond with evidence of insurance within the time frame specified in the notification we may immediately include the Equipment in the ValueMAX program. (d) If the Equipment is included in the ValueMAX program and any damage or destruction to the Equipment 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. (e) If we are required to repair or replace the Equipment under the ValueMAX program and we fail to do so within 20 days of WSCA/NASPO FNIV Lease Agreement -ADSPOI 1-00000411 Rev. 5/11 Page 1 of 2 Tony Kollman, Inside Sales Channel Business Partner SMB Pitney Bowes, Inside Sales West 1313 N. Atlantic Street Spokane, WA 99201 Office of the City Attorney Robert F. Epstein, City Attorney Lisa A Goldfien, Assistant City Attorney Eric T. Davis, Deputy City Attorney II Phone. (415) 485-3080 Fax: (415) 485-3109 Email- city.attorney@cityofsanrafael.org June 9, 2017 Re: City of San Rafael ("Lessee") Agreement with Pitney Bowes Global Financial Services LLC ("Lessor") — Account # 0018191806 Dear Mr. Kollman: The City of San Rafael, as permitted under State law, is self-insured for general liability for the first $500,000. Accordingly, the City does not have a commercially issued general liability insurance policy. Additionally, the City participates in a public entity excess liability pool for additional liability coverage in excess of $500,000. The pool, the California Joint Powers Risk Management Authority (CJPRMA) provides the City's excess coverage under a Memorandum of Coverage. Because it is a local governmental agency existing in the State of California and because it is entitled to self -insure under the Government Code, the City assumes that this letter will satisfy the insurance requirements of the above -referenced Lease with Pitney Bowes Global Financial Services LLC and the City of San Rafael. Please call the City Attorney's Office at 415-485-3080 should you have any questions regarding insurance. Very truly yours, LISA A. GOLDFIEN Assistant City Attorney cc: Eddy Scafani, Administrative Assistant II, SRFD CITY OF SAN RAFAEL 1 1400 FIFTH AVENUE, SAN RAFAEL, CALIFORNIA 94901.1 CITYOFSANRAFAEL.ORG Gary 0 Phillips, Mayor • Maribeth Bushey, Vice Mayor • Kate Colin, Councilmember - John Gamblin, Councilmember • Andrew Cuyugan McCullough, Councilmember Vx RA f c7 �! -+ 2 WITH CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Fire Department Project Manager: Robert Sinnott Extension: 5067 Contractor Name: Pitney Bowes Contractor's Contact: Anthony Kollman Contact's Email: Anthony.Kollman@pb.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER enter a date. DEPARTMENT CONTINUE ROUTING PROCESS WITH HARD COPY DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor N/A ❑ 6 City Attorney Review and approve hard copy of signed 6/6/2017 agreement 7 City Attorney b. Email contract (in Word) & attachments to City (for Public Works Contracts) Atty c/o Laraine.Gittens@cityofsanrafael.org Agreement executed by Council authorized official �j I 2 City Attorney a. Review, revise, and comment on draft agreement 5/25/2017 forwards copies to Project Manager _ rig • 1-7 and return to Project Manager N/A ® ES b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor ❑ 3 Project Manager Forward three (3) originals of final agreement to 6/7/2017 19 contractor for their signature 4 Project Manager When necessary, * contractor -sinned agreement ❑ N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑ Public Works Contract > $125,000 Date of Council approval Click here to enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official �j I 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager _ rig • 1-7