15-044.00 Pitney Bowes: Mail Machine Postage Meter Lease aljk
Pitney Bowes
WSCA/NASPO FMV Lease Option C Agreement 111111 1 1
•
Account#10 Agreement Number
Your Business Information
CITY OF SPOKANE VALLEY
Full Legal Name of Customer DBA Name of Customer Tax ID#(FEIN/TIN)
11707 E SPRAGUE AVE SUITE 106 SPOKANE VALLEY WA 99206
Billing Address: Street City State Zip+4
21614864862
Billing Contact Name Billing Contact Phone# Billing CAN#
11707 E SPRAGUE AVE SUITE 106 SPOKANE VALLEY WA 99206
Installation Address(If different from billing address):Street City State Zip+4
21614864862
Installation Contact Name Installation Contact Phone# Installation CAN#
Fiscal Period(from-to) Customer PO# Delivery CAN#
Your Business Needs
Qty Business Solution Description Check items to be included in customer's payment
Mail Stream Solution -1 ❑x Equipment Maintenance(Included with your payments for the
1 Connect+2000 Series initial term)
Provides service coverage including certain parts and labor
1 Connect+Series Meter
❑ Software Maintenance(1st year included)
1 130/70 LPM Feature Provides revision updates and technical assistance
1 5 lb Interfaced Weighing ❑ Soft-Guard®Subscription(Included with your meter rental)
1 Connect+Analytics(Max 100 Accounts) Provides postal and carrier updates
1 10 in.Display—Standard Apps Center
1 Connect+Mono Printer IntelliLink® Subscription/Meter Rental
1 Connect+Drop Stacker Provides simplified billing and includes()resets per year
1 IntelliLink Subscription ( )confirmation Services Electronic access to postal confirmation service
( )Purchase Power® Receive an invoice for postage,consolidated billin
1 151b Scale Platform/Stand and enhanced management reporting information.
Your Payment Plan
( ) Required advance check of$( )received
Number Of Months Monthly Amount*
Tax Exempt# State Tax(If applicable)
First 60 $326.63 ( )Tax Exempt Certificate Attached
(*Does not include any applicable fazes) ( )Tax Exempt Certificate Not Required
Your Signature Below
By signing below, you agree to be bound by this FMV Lease Option C Agreement (this "Lease"). This Lease is made and entered into pursuant to
your State's/Entity's Participating Addendum, which is made in connection with the WSCA/NASPO Contract # ADSP011-00000411-7
("Agreements"), all of which are available at www.pb.com/states. The terms and conditions of the Agreements govem this transaction, and in the
event of any inconsistency with this Lease, the Agreements will supersede this Lease. This Lease will be binding on PBGFS only after PBGFS has
co.
�p1-ted
and documentation approval process and an authorized PBGFS employee signs below.
/' ./..//i #02713
CustomerSignat
Date State's/Entity's Participating Addendum#
UQ[ +LSgCl.4 kld4A41_14, ,'14tJad son erle.tev e( o/'C /
Print Name Title Email Address
Sales Information
Doug MacDonald 021 S oak p PGL Z_a
Account Rep Name District Office PBGFS Acceptance
Equipment Vendor.Pitney Bowes Inc.for Sales and Service call 1-800-322-8000
{c0174883.2} Page 1 See www.pb.com/states for additional terms and conditions
WSCA I NASPO FMV Lease Option C Agreement(Version 3/13)
02012 Pitney Bowes Inc.All rights reserved. Pitney Bowes Soft-Guard,IntelliLink and Purchase Power are registered trademarks owned by Pitney Bowes Inc.
UNIFORM TERMS AND CONDITIONS
Version 8
1. Definition of Terms
As used in this Solicitation and any resulting Contract, the terms listed below are defined as
follows:
1.1. `Attachment"means any item the Solicitation requires the Offeror to submit as part of the
Offer.
1.2. "Contract"means the combination of the Solicitation, including the Uniform and Special
Instructions to Offerors,the Uniform and Special Terms and Conditions, and the
Specifications and Statement or Scope of Work; the Offer and any Best and Final Offers;
and any Solicitation Amendments or Contract Amendments.
1.3. "Contract Amendment"means a written document signed by the Procurement Officer that
is issued for the purpose of making changes in the Contract.
1.4. "Contractor"means any person who has a Contract with the State.
1.5. "Days"means calendar days unless otherwise specified.
1.6. "Exhibit"means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits
section of the Solicitation.
1.7. "Gratuity"means a payment, loan, subscription, advance, deposit of money, services, or
anything of more than nominal value, present or promised, unless consideration of
substantially equal or greater value is received.
1.8. "Materials"means all property, including equipment, supplies, printing, insurance and
leases of property but does not include land, a permanent interest in land or real property
or leasing space.
1.9. "Procurement Officer"means the person, or his or her designee, duly authorized by the
State to enter into and administer Contracts and make written determinations with respect
to the Contract.
1.10. "Services"means the furnishing of labor, time or effort by a contractor or subcontractor
which does not involve the delivery of a specific end product other than required reports
and performance, but does not include employment agreements or collective bargaining
agreements.
1.11. "Subcontract"means any Contract, express or implied, between the Contractor and
another party or between a subcontractor and another party delegating or assigning, in
whole or in part, the making or furnishing of any material or any service required for the
performance of the Contract.
1.12. "State"means the State of Arizona and Department or Agency of the State that executes
the Contract. •
1.13. "State Fiscal Year"means the period beginning with July 1 and ending June 30.
2. Contract Interpretation
2.1. Arizona Law. The Arizona law applies to this Contract including, where applicable, the
Uniform Commercial Code as adopted by the State of Arizona and the Arizona
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Updated: March 7,2011
Procurement Code,Arizona Revised Statutes (A.R.S.)Title 41, Chapter 23, and its
implementing rules,Arizona Administrative Code(A.A.C.)Title 2, Chapter 7.
2.2. Implied Contract Terms. Each provision of law and any terms required by law to be in this
Contract are a part of this Contract as if fully stated in it.
2.3. Contract Order of Precedence. In the event of a conflict in the provisions of the Contract,
as accepted by the State and as they may be amended, the following shall prevail in the
order set forth below:
2.3.1. Special Terms and Conditions;
2.3.2. Uniform Terms and Conditions;
2.3.3 WSCA/NASPO Term and Conditions
2.3.3. Statement or Scope of Work;
2.3.4. Specifications;
2.3.5. Attachments;
2.3.6. Exhibits;
2.3.7. Documents referenced or included in the Solicitation.
2.4. Relationship of Parties. The Contractor under this Contract is an independent Contractor.
Neither party to this Contract shall be deemed to be the employee or agent of the other
party to the Contract.
2.5. Severability. The provisions of this Contract are severable. Any term or condition
deemed illegal or invalid shall not affect any other term or condition of the Contract.
2.6. No Parole Evidence. This Contract is intended by the parties as a final and complete
expression of their agreement. No course of prior dealings between the parties and no
usage of the trade shall supplement or explain any terms used in this document and no
other understanding either oral or in writing shall be binding.
2.7. No Waiver. Either party's failure to insist on strict performance of any term or condition of
the Contract shall not be deemed a waiver of that term or condition even if the party
accepting or acquiescing in the nonconforming performance knows of the nature of the
performance and fails to object to it.
3. Contract Administration and Operation
3.1. Records. Under A.R.S. §35-214 and§35-215, the Contractor shall retain and shall
contractually require each subcontractor to retain all data and other"records" relating to
the acquisition and performance of the Contract for a period of five years after the
completion of the Contract. All records shall be subject to inspection and audit by the
State at reasonable times. Upon request, the Contractor shall produce a legible copy of
any or all such records.
3.2. Non-Discrimination. The Contractor shall comply with State Executive Order No. 2009-09
and all other applicable Federal and State laws, rules and regulations, including the
Americans with Disabilities Act.
3.3. Audit. Pursuant to ARS§35-214, at any time during the term of this Contract and five(5)
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years thereafter, the Contractor's or any subcontractor's books and records shall be
subject to audit by the State and,where applicable, the Federal Government,to the extent
that the books and records relate to the performance of the Contract or Subcontract.
3.4. Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its
facilities, subcontractor facilities and the Contractor's processes or services, at
reasonable times for inspection of the facilities or materials covered under this Contract.
The State shall also have the right to test, at its own cost, the materials to be supplied
under this Contract. Neither inspection of the Contractor's facilities nor materials testing
shall constitute final acceptance of the materials or services. If the State determines non-
compliance of the materials, the Contractor shall be responsible for the payment of all
costs incurred by the State for testing and inspection.
3.5. Notices. Notices to the Contractor required by this Contract shall be made by the State to
the person indicated on the Offer and Acceptance form submitted by the Contractor
unless otherwise stated in the Contract. Notices to the State required by the Contract
shall be made by the Contractor to the Solicitation Contact Person indicated on the
Solicitation cover sheet, unless otherwise stated in the Contract. An authorized
Procurement Officer and an authorized Contractor representative may change their
respective person to whom notice shall be given by written notice to the other and an
amendment to the Contract shall not be necessary.
3.6. Advertising, Publishing and Promotion of Contract. The Contractor shall not use,
advertise or promote information for commercial benefit concerning this Contract without
the prior written approval of the Procurement Officer.
3.7. Property of the State. Any materials, including reports, computer programs and other
deliverables, first created as a deliverable output under this Contract("Materials Work
Product")are the sole property of the State. The Contractor is not entitled to a patent or
copyright on those materials and may not transfer the patent or copyright to anyone else.
The Contractor shall not use or release these materials without the prior written consent
of the State. Notwithstanding anything herein, Materials Work Product shall not include
any pre-existing Contractor intellectual property, including any Contractor manuals,
systems, software, methodologies, techniques, operating procedures, processes or other
tools that are designed, modified, updated or otherwise customized in connection with
providing Products or performing services under this Contract.
3.8. Ownership of Intellectual Property. Any and all intellectual property, including but not
limited to copyright,invention,trademark,trade name, service mark, and/or trade secrets
first created as a deliverable output or conceived pursuant to or as a result of this contract
and any related subcontract("the"State's Intellectual Property"), shall be work made for
hire and the State shall be considered the creator of such Intellectual Property.
Notwithstanding anything herein,the State's Intellectual Property shall not include any
pre-existing Contractor intellectual property,including any Contractor manuals, systems,
software,methodologies,techniques,operating procedures, processes or other tools that
are designed,modified, updated or otherwise customized in connection with providing
Products or performing services under this Contract. The agency, department,division,
board or commission of the State of Arizona requesting the issuance of this contract shall
own(for and on behalf of the State)the entire right,title and interest to the State's
Intellectual Property throughout the world. Contractor shall notify the State,within thirty
(30)days, of the creation of any State's Intellectual Property by it or its subcontractor(s).
Contractor, on behalf of itself and any subcontractor(s),agrees to execute any and all
document(s)necessary to assure ownership of the State's Intellectual Property vests in the
State and shall take no affirmative actions that might have the effect of vesting all or part
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of the State's Intellectual Property in any entity other than the State. The State's
Intellectual Property shall not be disclosed by contractor or its subcontractor(s)to any
entity not the State without the express written authorization of the agency,department,
division,board or commission of the State of Arizona requesting the issuance of this
contract.
3.9. Federal Immigration and Nationality Act. The contractor shall comply with all federal,
state and local immigration laws and regulations relating to the immigration status of their
employees during the term of the contract. Further,the contractor shall flow down this
requirement to all subcontractors utilized during the term of the contract. The State shall
retain the right to perform random audits of contractor and subcontractor records or to
inspect papers of any employee thereof to ensure compliance. Should the State
determine that the contractor and/or any subcontractors be found noncompliant, the State
may pursue all remedies allowed by law, including, but not limited to; suspension of work,
termination of the contract for default and suspension and/or debarment of the contractor.
3.10 E-Verify Requirements. In accordance with A.R.S. §41-4401, Contractor warrants
compliance with all Federal immigration laws and regulations relating to employees and
warrants its compliance with Section A.R.S. §23-214, Subsection A.
3.11 Scrutinized Businesses. In accordance with A.R.S. §35-391 and A.R.S. §35-393,
Contractor certifies that the Contractor does not have scrutinized business operations in
Sudan or Iran.
3.12 Offshore Performance of Work Prohibited.
Any services that are described in the specifications or scope of work that directly serve
the State of Arizona or its clients and involve access to secure or sensitive data or
personal client data shall be performed within the defined territories of the United States.
Unless specifically stated otherwise in the specifications,this paragraph does not apply to
indirect or'overhead' services, redundant back-up services or services that are incidental
to the performance of the contract. This provision applies to work performed by
subcontractors at all tiers.
4. Costs and Payments
4.1. Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net
30 days. Upon receipt and acceptance of goods or services,the Contractor shall submit
a complete and accurate invoice for payment from the State within thirty(30)days.
4.2. Delivery. Unless stated otherwise in the Contract, all prices shall be F.O.B. Destination
inside, and shall include all freight delivery and unloading at the destination-
4.3. Applicable Taxes.
4.3.1. Payment of Taxes. The Contractor shall be responsible for paying all applicable
taxes.
4.3.2. State and Local Transaction Privilege Taxes. The State of Arizona is subject to
all applicable state and local transaction privilege taxes. Transaction privilege
taxes apply to the sale and are the responsibility of the seller to remit. Failure to
collect such taxes from the buyer does not relieve the seller from its obligation to
remit taxes.
4.3.3. Tax Indemnification. Contractor and all subcontractors shall pay all Federal, state
and local taxes applicable to its operation and any persons employed by the
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Contractor. Contractor shall, and require all subcontractors to hold the State
harmless from any responsibility for taxes, damages and interest, if applicable,
contributions required under Federal, and/or state and local laws and regulations
and any other costs including transaction privilege taxes, unemployment
compensation insurance, Social Security and Worker's Compensation.
4.3.4. IRS W9 Form. In order to receive payment the Contractor shall have a current
I.R.S. W9 Form on file with the State of Arizona, unless not required by law.
4.4. Availability of Funds for the Next State fiscalvear. Funds may not presently be available
for performance under this Contract beyond the current state fiscal year. No legal liability
on the part of the State for any payment may arise under this Contract beyond the current
state fiscal year until funds are made available for performance of this Contract.
4.5. Availability of Funds for the current State fiscal year. Should the State Legislature enter
back into session and reduce the appropriations or for any reason and these goods or
services are not funded, the State may take any of the following actions:
4.5.1. Accept a decrease in price offered by the contractor;
4.5.2. Cancel the Contract; or
4.5.3. Cancel the contract and re-solicit the requirements.
5. Contract Changes
5.1. Amendments. This Contract is issued under the authority of the Procurement Officer who
signed this Contract. The Contract may be modified only through a Contract Amendment
within the scope of the Contract. Changes to the Contract, including the addition of work
or materials, the revision of payment terms, or the substitution of work or materials,
directed by a person who is not specifically authorized by the procurement officer in writing
or made unilaterally by the Contractor are violations of the Contract and of applicable law.
Such changes, including unauthorized written Contract Amendments shall be void and
without effect, and the Contractor shall not be entitled to any claim under this Contract
based on those changes.
5.2. Subcontracts. The Contractor shall not enter into any Subcontract under this Contract for
the performance of this contract without the advance written approval of the Procurement
Officer. The Contractor shall clearly list any proposed subcontractors and the
subcontractor's proposed responsibilities. The Subcontract shall incorporate by reference
the terms and conditions of this Contract.
5.3. Assignment and Delegation. The Contractor shall not assign any right nor delegate any
duty under this Contract without the prior written approval of the Procurement Officer. The
State shall not unreasonably withhold approval.
6. Risk and Liability
6.1. Risk of Loss: The Contractor shall bear all loss of conforming material covered under this
Contract until received by authorized personnel at the location designated in the purchase
order or Contract. Mere receipt does not constitute final acceptance. The risk of loss for
nonconforming materials shall remain with the Contractor regardless of receipt.
6.2. Indemnification
6.2.1. Contractor/Vendor Indemnification (Not Public Agency) The parties to this
contract agree that the State of Arizona, its departments, agencies, boards and
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commissions shall be indemnified and held harmless by the contractor for the
vicarious liability of the State as a result of entering into this contract. However,
the parties further agree that the State of Arizona, its departments, agencies,
boards and commissions shall be responsible for its own negligence. Each party
to this contract is responsible for its own negligence.
6.2.2. Public Agency Language Only Each party(as'indemnitor)agrees to indemnify,
defend, and hold harmless the other party(as'indemnitee')from and against any
and all claims, losses, liability, costs, or expenses(including reasonable
attorney's fees) (hereinafter collectively referred to as'claims') arising out of
bodily injury of any person (including death)or property damage but only to the
extent that such claims which result in vicarious/derivative liability to the
indemnitee, are caused by the act, omission, negligence, misconduct, or other
fault of the indemnitor, its officers, officials, agents, employees, or volunteers."
6.3. Indemnification-Patent and Copyright.The Contractor shall indemnify and hold harmless
the State against any liability, including costs and expenses, for infringement of any
patent, trademark or copyright arising out of Contract performance or use by the State of
materials furnished or work performed under this Contract. The State shall reasonably
notify the Contractor of any claim for which it may be liable under this paragraph. If the
contractor is insured pursuant to A.R.S. §41-621 and §35-154,this section shall not
apply.
6.4. Force Majeure.
6.4.1 Except for payment of sums due, neither party shall be liable to the other nor
deemed in default under this Contract if and to the extent that such party's
performance of this Contract is prevented by reason of force majeure. The term
"force majeure"means an occurrence that is beyond the control of the party
affected and occurs without its fault or negligence. Without limiting the foregoing,
force majeure includes acts of God; acts of the public enemy;war; riots; strikes;
mobilization; labor disputes; civil disorders; fire; flood; lockouts; injunctions-
intervention-acts; or failures or refusals to act by government authority; and other
similar occurrences beyond the control of the party declaring force majeure which
such party is unable to prevent by exercising reasonable diligence.
6.4.2. Force Majeure shall not include the following occurrences:
6.4.2.1. Late delivery of equipment or materials caused by congestion at a
manufacturer's plant or elsewhere, or an oversold condition of the
market;
6.4.2.2. Late performance by a subcontractor unless the delay arises out of a
force majeure occurrence in accordance with this force majeure term and
condition; or
6.4.2.3. Inability of either the Contractor or any subcontractor to acquire or
maintain any required insurance, bonds, licenses or permits.
6.4.3. If either party is delayed at any time in the progress of the work by force majeure,
the delayed party shall notify the other party in writing of such delay, as soon as is
practicable and no later than the following working day, of the commencement
thereof and shall specify the causes of such delay in such notice. Such notice
shall be delivered or mailed certified-return receipt and shall make a specific
reference to this article,thereby invoking its provisions. The delayed party shall
cause such delay to cease as soon as practicable and shall notify the other party
in writing when it has done so. The time of completion shall be extended by
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Contract Amendment for a period of time equal to the time that results or effects
of such delay prevent the delayed party from performing in accordance with this
Contract.
6.4.4. Any delay or failure in performance by either party hereto shall not constitute
default hereunder or give rise to any claim for damages or loss of anticipated
profits if, and to the extent that such delay or failure is caused by force majeure.
6.5. Third Party Antitrust Violations. The Contractor assigns to the State any claim for
overcharges resulting from antitrust violations to the extent that those violations concern
materials or services supplied by third parties to the Contractor, toward fulfillment of this
Contract.
7. Warranties
7.1. Liens. The Contractor warrants that the materials supplied under this Contract are free of
liens and shall remain free of liens.
7.2. Quality. Unless otherwise modified elsewhere in these terms and conditions,the
Contractor warrants that,for one year after acceptance by the State of the materials, they
shall be:
7.2.1. Of a quality to pass without objection in the trade under the Contract description;
7.2.2. Fit for the intended purposes for which the materials are used;
7.2.3. Within the variations permitted by the Contract and are of even kind, quantity, and
quality within each unit and among all units;
7.2.4. Adequately contained, packaged and marked as the Contract may require; and
7.2.5. Conform to the written promises or affirmations of fact made by the Contractor.
7.3. Fitness. The Contractor warrants that any material supplied to the State shall fully
conform to all requirements of the Contract and all representations of the Contractor, and
shall be fit for all purposes and uses required by the Contract.
7.4. Inspection/Testing. The warranties set forth in subparagraphs 7.1 through 7.3 of this
paragraph are not affected by inspection or testing of or payment for the materials by the
State.
7.5. Compliance With Applicable Laws. The materials and services supplied under this
Contract shall comply with all applicable Federal, state and local laws, and the Contractor
shall maintain all applicable license and permit requirements.
7.6. Survival of Rights and Obligations after Contract Expiration or Termination.
7.6.1. Contractor's Representations and Warranties. All representations and warranties
made by the Contractor under this Contract shall survive the expiration or
termination hereof. In addition, the parties hereto acknowledge that pursuant to
A.R.S. § 12-510, except as provided in A.R.S. § 12-529, the State is not subject
to or barred by any limitations of actions prescribed in A.R.S., Title 12, Chapter 5.
7.6.2. Purchase Orders. The Contractor shall, in accordance with all terms and
conditions of the Contract, fully perform and shall be obligated to comply with all
purchase orders received by the Contractor prior to the expiration or termination
hereof, unless otherwise directed in writing by the Procurement Officer, including,
without limitation, all purchase orders received prior to but not fully performed and
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satisfied at the expiration or termination of this Contract.
8. State's Contractual Remedies
8.1. Right to Assurance. If the State in good faith has reason to believe that the Contractor
does not intend to, or is unable to perform or continue performing under this Contract,the
Procurement Officer may demand in writing that the Contractor give a written assurance
of intent to perform. Failure by the Contractor to provide written assurance within the
number of Days specified in the demand may, at the State's option, be the basis for
terminating the Contract under the Uniform Terms and Conditions or other rights and
remedies available by law or provided by the contract.
8.2. Stop Work Order.
8.2.1. The State may, at any time, by written order to the Contractor, require the
Contractor to stop all or any part, of the work called for by this Contract for
period(s)of days indicated by the State after the order is delivered to the
Contractor. The order shall be specifically identified as a stop work order issued
under this clause. Upon receipt of the order,the Contractor shall immediately
p P
comply with its terms and take all reasonable steps to minimize the incurrence of
costs allocable to the work covered by the order during the period of work
stoppage.
8.2.2. If a stop work order issued under this clause is canceled or the period of the order
or any extension expires,the Contractor shall resume work. The Procurement
Officer shall make an equitable adjustment in the delivery schedule or Contract
price, or both, and the Contract shall be amended in writing accordingly.
8.3. Non-exclusive Remedies. The rights and the remedies of the State under this Contract
are not exclusive.
8.4. Nonconforming Tender. Materials or services supplied under this Contract shall fully
comply with the Contract. The delivery of materials or services or a portion of the
materials or services that do not fully comply constitutes a breach of contract. On delivery
of nonconforming materials or services, the State may terminate the Contract for default
under applicable termination clauses in the Contract, exercise any of its rights and
remedies under the Uniform Commercial Code, or pursue any other right or remedy
available to it.
8.5. Right of Offset. The State shall be entitled to offset against any sums due the Contractor,
any expenses or costs incurred by the State, or damages assessed by the State
concerning the Contractor's non-conforming performance or failure to perform the
Contract, including expenses, costs and damages described in the Uniform Terms and
Conditions.
9. Contract Termination
9.1. Cancellation for Conflict of Interest. Pursuant to A.R.S. §38-511, the State may cancel
this Contract within three(3)years after Contract execution without penalty or further
obligation if any person significantly involved in initiating, negotiating, securing, drafting or
creating the Contract on behalf of the State is or becomes at any time while the Contract
or an extension of the Contract is in effect an employee of or a consultant to any other
party to this Contract with respect to the subject matter of the Contract. The cancellation
shall be effective when the Contractor receives written notice of the cancellation unless
the notice specifies a later time. If the Contractor is a political subdivision of the State, it
may also cancel this Contract as provided in A.R.S. §38-511.
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9.2. Gratuities. The State may, by written notice, terminate this Contract, in whole or in part, if
the State determines that employment or a Gratuity was offered or made by the
Contractor or a representative of the Contractor to any officer or employee of the State for
the purpose of influencing the outcome of the procurement or securing the Contract, an
amendment to the Contract, or favorable treatment concerning the Contract, including the
making of any determination or decision about contract performance. The State, in
addition to any other rights or remedies, shall be entitled to recover exemplary damages
in the amount of three times the value of the Gratuity offered by the Contractor.
9.3. Suspension or Debarment. The State may, by written notice to the Contractor,
immediately terminate this Contract if the State determines that the Contractor has been
debarred, suspended or otherwise lawfully prohibited from participating in any public
procurement activity, including but not limited to, being disapproved as a subcontractor of
any public procurement unit or other governmental body. Submittal of an offer or
execution of a contract shall attest that the contractor is not currently suspended or
debarred. If the contractor becomes suspended or debarred, the contractor shall
immediately notify the State.
9.4. Termination for Convenience. The State reserves the right to terminate the Contract, in
whole or in part at any time when in the best interest of the State, without penalty or
recourse. Upon receipt of the written notice,the Contractor shall stop all work, as
directed in the notice, notify all subcontractors of the effective date of the termination and
minimize all further costs to the State. In the event of termination under this paragraph,
all documents, data and reports prepared by the Contractor under the Contract shall
become the property of and be delivered to the State upon demand. The Contractor shall
be entitled to receive just and equitable compensation for work in progress,work
completed and materials accepted before the effective date of the termination. The cost
principles and procedures provided in A.A.C. R2-7-701 shall apply.
9.5. Termination for Default.
9.5.1. In addition to the rights reserved in the contract, the State may terminate the
Contract in whole or in part due to the failure of the Contractor to comply with any
toacquire and maintain all required insurance
term or condition of the Contract,
q
policies, bonds, licenses and permits, or to make satisfactory progress in
performing the Contract. The Procurement Officer shall provide written notice of
the termination and the reasons for it to the Contractor.
9.5.2. Upon termination under this paragraph, all goods, materials, documents, data
and reports prepared by the Contractor under the Contract shall become the
property of and be delivered to the State on demand.
9.5.3. The State may, upon termination of this Contract, procure, on terms and in the
manner that it deems appropriate, materials or services to replace those under
this Contract. The Contractor shall be liable to the State for any excess costs
incurred by the State in procuring materials or services in substitution for those
due from the Contractor.
9.6. Continuation of Performance Through Termination. The Contractor shall continue to
perform, in accordance with the requirements of the Contract, up to the date of
termination, as directed in the termination notice.
10. Contract Claims
All contract claims or controversies under this Contract shall be resolved according to A.R.S. Title
41, Chapter 23,Article 9, and rules adopted thereunder.
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Updated: March 7,2011
11. Arbitration
The parties to this Contract agree to resolve all disputes arising out of or relating to this contract
through arbitration, after exhausting applicable administrative review,to the extent required by
A.R.S. § 12-1518, except as may be required by other applicable statutes (Title 41).
12. Comments Welcome
The State Procurement Office periodically reviews the Uniform Terms and Conditions and
welcomes any comments you may have. Please submit your comments to: State Procurement
Administrator, State Procurement Office, 100 North 15th Avenue, Suite 201, Phoenix, Arizona,
85007.
Uniform Terms and Conditions Page 10 of 10
Updated: March 7,2011
OPTION C—WSCAINASPO FAIR MARKET VALUE LEASE TERMS AND CONDITIONS:-WASHINGTON ATTACHMENT C
Pitney Bowes Global Financial Services LLC will serve as a sub-contractor under ADSPOI I-00000411-7 and will be the
Lessor under this Fair Market Value Lease Terms and Condition Agreement. PBGFS does not warrant,service or otherwise
support the equipment. Those services are provided by Pitney Bowes Inc. (PBI). Due to federal regulations, only PBI can
own an Intellilink Control Center or Meter.
The Pricing Plan for the WSCA/NASPO Fair Market Value Lease Terms and Conditions Is as follows:
Monthly Billing:
Term: Lease Rate:
36 .0342
48 .0277
60 .0237
L1. DEFINITIONS "We," "Our," or "Us" — the Pitney Bowes company with whom
L1.1 The following terms mean: you've entered into the Order.
"Agreement'-the Order,your State's Participating Addendum,the "WSCA/NASPO" —Western States Contracting Alliance and the
WSCA/NASPO Master Agreement ADSPO11-00000411-7, these National Association of State Procurement Officials
terms and conditions,and any attached exhibits. "You," "Your," "Lessee", or"Customer"—the entity identified on
"Bank"-The Pitney Bowes Bank,Inc. the Order.
"Consumable Supplies" - ink, ink rollers, printheads, toner and
drum cartridges, ribbons and similar items. Product-specific L2. AGREEMENT
consumable supplies are identified in the product operator guide. L2.1 You are leasing the Equipment listed on the Order. You will make
"Covered Equipment"-the equipment rented or sold to you from each Monthly Payment by the due date shown on our invoice.
PBGFS or PBI that is covered by the SLA as stated on the Order. L2.2 You may not cancel this Lease for any reason except as
Covered Equipment does not include any IntelliLink® Control expressly set forth in Sections L10 and L11 below. All
Center or Meter,or anystandalone software. payment obligations are unconditional.
L2.3 If you do not pay the fees when due or you do not comply with the
"Delivery Date"-the date the Equipment or other item is delivered Agreement and fail to cure the same within thirty (30) days of
to your location. receipt of written notice thereof, we may disable the IntelliLink®
"Effective Date"-the date the Order is received by us. Control Center, terminate the Agreement, retake the Equipment
"Equipment' - the equipment listed on the Order, excluding any and Meter, and collect from you all fees due for the remainder of
IntelliLink Control Center or Meter,and any standalone software. the Initial Term, or if after othe Initial Term, all fees then due, plus
"Initial Term"-the lease period listed on the Order interest at the lesser of 18%per year or the maximum allowed by
"Install Date"-the date the Equipment or other item is installed at law and attorneys'fees.
L2.4 You authorize us to file a Uniform Commercial Code financing
your location. statement naming you as debtor/lessee with respect to the
"IntelliLink-Control Center"or"Meter'-any postage meter supplied Equipment.
by PBI under the Order, including (i) in the case of a Connect+T^^ L3. PAYMENT TERMS AND OBLIGATIONS
mailing system, the postal security device, the application L3.1 We will invoice you in arrears each month for all payments on the
platform, the system controller and the print engine and (ii) in the Order (each, a "Monthly Payment"), except as provided in any
case of all other mailing systems, the postal security device, the SOW attached to thisAgreement.
L3.2 Your Monthly Paymentntmay
include
lude aone-time origination fee,
user interface or keyboard and display and the print engine. amounts carried over from a previous unexpired lease,and other
"Lease"—the Order and this WSCA/NASPO FMV Lease Terms costs.
and Conditions. L3.3 If you request,your IntelliLink®Control Center/IV,eter Rental fees,
"Maintenance Service"-the maintenance service for the Covered Service Level Agreement fees, and Soft-Guard payments ("PBI
Equipment selected by you on the Order, excluding software Payments")will be included with your Monthly Payment and begin
maintenance. with the start of the Lease Term. Your Monthly Payment will
increase if your PBI Payments increase.
"Master Agreement"—WSCA/NASPO Master Agreement L4. EQUIPMENT OWNERSHIP
ADSPO11-00000411-7 Mail Room E. - , -:•'ces and L4.1 We own the Equipment. PBI owns any IntelliLink®Control Center
Support contract administered by th -te of Arizon• -nd shall or Meter. Except as stated in Section L6.1(b), you will not have
consist of:the solicitation as amended,any requests for the right to become the owner at the end of this Agreement.
clarifications and/or best and final offers,the proposal submitted L5. LEASE TERM
by us,our responses to any requests for clarifications and/or our L5.1 The Lease term is the number of months stated on the Order
best and final offer. ("Lease Term").
L6. END OF LEASE OPTIONS
"Order"-the executed agreement between the applicable Pitney L6.1 During the 90 days prior to the end of your Lease,you may,if not
Bowes company and you for the Equipment. in default,select one of the following options:
"PBGFS" -Pitney Bowes Global Financial Services LLC. (a) enter into a new lease with us;
"PBf'-Pitney Bowes Inc. (b) purchase the Equipment "as is, where is" for fair market
"Pitney Bowes"—PBGFS and its subsidiaries,and PBI. value (not available to State agencies, departments and
"Postage Meter Rental Agreement"—an agreement governing the facilities);or
use and rental of an Intellilink Control Center or Meter you enter (c) return the Equipment, IntelliLink Control Center and/or Meter
into with us. in its original condition, reasonable wear and tear excepted.
If you return the Equipment, IntelliLink Control Center and/or
"SLA"-the Service Level Agreement. Meter,at our option you will either(i)properly pack them and
"SLMA" — a Software License and Maintenance Agreement you insure them for their full replacement value (unless you are
enter into with us enrolled in the ValueMAX® program) and deliver them
"SOW'—a Statement of Work you enter into with us. aboard a common carrier, freight prepaid, to a destination
"State Participating Addendum"the bilateral agreement executed within the United States that we specify,or(ii) properly pack
byus andyour participating state incorporating the Master prond idredrn themyu in the return box anda withe, the shipping label
P p g � g provided by us and, in either case, pay us our then
Agreement. applicable processing fee.
WSCA/NASPO FMV Lease Agreement—ADSP011-00000411-7—Washington
Page 1 of 2
L6.2 If you do not select one of the options in Section L6.1, you shall in the ValueMAX program and charge you a fee, which we will
be deemed to have agreed to enter into successive month to m include as an additional charge on your invoice.
onth extensions of the term of this Agreement. You may opt to (b) We will provide written notification reminding you of your
cease the automatic extensions by providing us with written notice insurance obligations described above in Section L9.1(c).
within 60 days(but no less than 30 days or such shorter period as (c) If you do not respond with evidence of insurance within the time
may be contemplated by law) prior to the expiration of the then- frame specified in the notification we may immediately include the
current term of this Agreement. Upon cancellation,you agree to Equipment in the ValueMAX program.
either return all items pursuant to Section L6.1(c)or purchase the (d) If the Equipment is included in the ValueMAX program and any
Equipment (not available to State agencies, departments and damage or destruction to the Equipment occurs (other than from
facilities). your gross negligence or willful misconduct,which is not covered
L7. WARRANTY AND LIMITATION OF LIABILITY by VaIueMAX),we will(unless you are in default)repair or replace
L7.1 PBGFS AND THE BANK MAKE NO WARRANTIES, EXPRESS the Equipment.
OR IMPLIED, INCLUDING ANY WARRANTY OF (e) If we are required to repair or replace the Equipment under the
MERCHANTABILITY, FITNESS FOR A PARTICULAR ValueMAX program and we fail to do so within 20 days of
PURPOSE, OR FREEDOM FROM INTERFERENCE OR receiving your written notice of loss or damage, you may
INFRINGEMENT. terminate this Lease.
L7.2 PBI provides you with the warranty as provided in the Master (f) We are not liable to you if we terminate the VaIueMAX program.
Agreement and as follows: By providing the ValueMAX program we are not offering or selling
(a) PBI warrants that the Equipment will be free from defects in you insurance; accordingly, regulatory agencies have not
material and workmanship and will perform according to the reviewed this Lease, this program or its associated fees, nor are
equipment user guide for a period of one year (360) days they overseeing our financial condition.
from the date of acceptance(the Warranty Period").
(b) PBI warrants that the Maintenance Service provided will be L10.NON-APPROPRIATION
performed in a professional and workmanlike manner. L10.1 See Master Agreement — Non Appropriations clauses, Uniform
(c) Your remedy in the event of any warranty claim is as Terms and Conditions,Sections 4.4 and 4.5.
provided within the Master Agreement. L11.EARLY TERMINATION
(d) A"defect" does not include the failure of rates within a rate L11.1 You further warrant that you intend to enter into this Lease for the
update to conform to published rates. entire Stated Term and you acknowledge that we have relied
(e) There is no warranty for Equipment requiring repair or upon such represented intention when determining the applicable
replacement because of your negligence, usage which pricing plan. If you cancel or terminate this Lease prior to
exceeds PBI's recommendations, damage in transit, virus expiration of the Stated Term(other than for non-appropriations),
contamination or loss of data,misuse,external forces,loss or you shall pay a termination charge equal to the net present value
fluctuation of power, fire, flood, or other natural causes, or of the monthly payments remaining through the completion of the
service byanyone other than PBI. There is no warrantyforterm,discounted to present value at a rate of 6/o per year.
Y L12.MISCELLANEOUS
Equipment arising from the use of third party supplies (such L12.1 If more than one lessee is named in this Lease, liability is joint
as ink)that results in: (i)damage to PBI Equipment; (ii) poor and several.
indicia, text, or image print quality; (iii) indicia readability L12.2 YOU MAY NOT ASSIGN OR SUBLET THE EQUIPMENT OR
failures;or(iv)a failure to print indicia,text,or images. THIS LEASE WITHOUT OUR PRIOR WRITTEN CONSENT,
(f) The print engine(s), print engine components, structural WHICH CONSENT WILL NOT BE UNREASONABLY
components and printed circuit board assemblies supplied WITmHEsD.
L12.3 We may sell,assign,or transfer all or any part of this Lease or the
with the PBI Equipment may be reclaimed, reconditioned or Equipment. Any sale, assignment, or transfer will not affect your
remanufactured. Any such item is warranted to perform rights or obligations under this Agreement.
according to the same standards as the equivalent new item. L12.4 All applicable taxes required to be collected by us will be shown
(g) The warranty does not cover Consumable Supplies. on the invoice.
L12.5 If there is a conflict between any of the terms and conditions in
L7.3 PBGFS AND THE BANK ARE NOT LIABLE FOR ANY LOSS, this Agreement, your State's Participating Addendum and the
DAMAGE (INCLUDING INCIDENTAL, CONSEQUENTIAL OR Master Agreement ADSPO11-00000411-7, this Agreement shall
PUNITIVE DAMAGES), OR EXPENSE CAUSED DIRECTLY OR prevail.
INDIRECTLY BY THE EQUIPMENT,AND PBI WILL HAVE ONLY L12.6 Any IntelliLink—Control Center or Meter rented under this
SUCH LIABILITY AS SET FORTH IN THE MASTER Agreement is subiect to the applicable USPS regulations and
AGREEMENT. meter terms and conditions as may be provided by PBI.
L12.7 Our Equipment may contain embedded software. You agree: (i)
L8. EQUIPMENT OBLIGATIONS that PBI and its licensors own the copyrights and other intellectual
L8.1 Condition and Repairs. You will keep the Equipment free from property in and to the embedded software; (ii) that you do not
liens and encumbrances and in good repair, condition, and acquire any right,title or interest in or to the embedded software;
working order. (iii) only to use the embedded software with our Equipment in
L8.2 Inspection. We may inspect the Equipment and any related
maintenance records. which the embedded software resides;(iv) that you may not copy
L8.3 Location. You may not move the Equipment from the location the embedded software; (v) that you may neither modify nor
specified on the Order without our prior written consent which will create derivative works of the embedded software (vi) that you
not be unreasonably withheld. may neither distribute nor disclose the embedded software (or
any portion thereof) to any other person; (vii) that you may not
L9. RISK OF LOSS AND VALUEMAX®PROGRAM translate, de-compile, disassemble, or otherwise attempt to
unbundle, reverse engineer or create derivative works of the
Because we own the equipment while you lease it from us,we need to make embedded software, except as permitted by applicable law; and
sure it is protected while it is in your possession. You can demonstrate to (viii) that you may not export the embedded software in
us that the equipment will be protected either by showing us that your contravention of applicable export control laws. The embedded
insurance will cover the equipment or by enrolling in our fee-based software contains third party software. Notwithstanding the
ValueMAX program. The terms of that program are listed in Section L9.2.
above, this section does not modify any terms that may
of accompany such third party software.
L9.1 Risk
(a) of Loss.u bear the entire risk of loss to the Equipment from the Delivery L 12.8 The Connect+ Series Equipment may use an internet access
point(e.g.,wireless router)provided by us. You may only use this
Date by PBI until the end of the Lease Term (including any
s
extensions), regardless of cause, ordinary wear and tear Equipmentaccess pandnt for connectivity forno betweenf the Connect+se. YouaSgree
excepted("Loss"). the internet and no other purpose. agree
(b) No Loss will relieve you of any of your obligations under this to pay all costs associated with use of the access point in violation
Lease. You must immediately notify us in writing of the of this restriction.
occurrence of any Loss.
(c) Unless you are a State agency, facility or department 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 Program.applicable to all non-state entities
(a) If you do not provide evidence of insurance and have not enrolled
in our own program (ValueMAX), we may include the Equipment
WSCA/NASPO FMV Lease Agreement—ADSPO11-00000411-7 Washington
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