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AGMT - PFE International & HASLER (Folder Inserter & Mailing Machine)
• • • • EQUIPMENT SERVICE AGREEMENT Number OFFICE LOCATIONS: .PRIORITY • 475 Goddard Irvine,CA 92618 949-475-1000 ❑TORRANCE ❑SALE TAX EXEMPTION v 1843 Western Way Torrance, CA 90501 310-533-9933 121 IRVINE ❑LEASE .EXEMPT: • o' 3130 Inland Empire Blvd Bldg D Ontario,CA 91764 909-466-1655 ❑ONTARIO ❑RENTAL ❑STATE NO. -Qn9 Syste4� 1100 E.University Drive suite 107 Tempe,AZ 85281 602-241-9907 ❑PHOENIX ❑LOCAL Bill CUSTOMER'S NAME: CITY OF SEAL BEACH Install CUSTOMER'S NAME: CITY OF SEAL BEACH To ADDRESS: 211 8TH ST FL 2 Loc. ADDRESS: 211 8TH ST FL 2 • CITY SEAL BEACH STATE CA ZIP 90740 CITY SEAL BEACH STATE,CA ZIP 90740 MODEL NO. MACHINE ORIGINAL DESCRIPTION ANNUAL RATE SERIAL# INSTALLATION DATE • M5000 08DW-6191 8/05/2008 M5000 FOLDER INSERTER $1649.00 'TOTAL ANNUAL CHARGE SUBJECT TO APPLICABLE TAXES TOTAL(or Included In Lease)' $1649.00 9/23/2013 Contract Start Date: Contract End Date: 9/22/2()14 '1 Year or480'000 Cycles,whichever comes first.(Folder Inserters only) This Agreement is limited to equipment regularly operated up to one eight-hour shift per day. If operated more than one eight-hour shift per day,an increase in the Annual Rate will apply as follows:Two Shifts 50%of stated rate above;Three Shifts 100%of stated rate above. Priority Mailing Systems,LLC(hereinafter referred to as"PMS,LLC")agrees,directly or through its authorized representatives,to • provide service as required at the installation address specified above on the equipment listed. CONDITIONS This Agreement constitutes a contract between PMS,LLC and the user,whose name and address is shown in the installation information section above(here in after referred to as The Customer'),subject to the terms and conditions set out below: I. VMS,LLC will carry out preventative maintenance activities in accordance with manufacturer's 10. VMS,LLC reserves the right to increase maintenance charges at time of renewal or as determined by recommendations. usage as outlined in this Agreement.Notification of any adjustments will be by invoice.Unless canceled by PMS,LLC,fees paid for this maintenance agreement are not refundable. 2. A reasonable emergency service will be provided within 4 to 6 hours during normal working hours which is 8:00am to 5:00pm M-F,excluding Saturday,Sunday and holidays. Service for weekends and holidays maybe available with advance notice. I I. Should the listed equipment be sold during the term of this Agreement,this Agreement shall terminate' as of the date of such sale. 3. PMS,LLC will replace at its own expense subject to clause 4 such parts which have become defective due to normal wear and tear. Materials or items consumed as part of the machine process are excluded, 12. VMS,LLC reserves the right to advise the Customer to increase the preventative calls if machine notably,ink cartridges,toner,sealing solution,labels,etc. (This list of consumable items is non- usage is in excess of VMS,LLC's recommendations and to charge for the additional preventative inclusive)All parts,components,and assemblies replaced become the property of PMS,LLC. service calls. 4. In the event of a workshop overhaul being required,PMS,LLC will supply a written estivate for 13. It is mutually agreed that PMS,LLC's obligations hereunder shall be limited to the rendering of approval by the Customer. PMS,LLC reserves the right to terminate the agreement in the event that this service and supplying of parts;PMS,LLC shall not be liable,in any event for any incidental, work is not authorized by the Customer immediately.if shop repair is required,PMS,LLC will provide consequential or special damages in connection with service,parts and labor provided hereunder or a loaner machine to use until the Customer machine is repaired mid reamed This provision does not resulting from any use or failure of machines,including without limitation,liability for Customer's apply to printers or folding and inserting equipment.Printers and folding and inserting equipment will expenses or loss of income while machines are out of operation,or any loss other than specifically be repaired and returned to customer as expeditiously as possible. stated herein.This Agreement shall be void with respect to repairs caused by other than the normal and usual wear and tear or with respect to any machine that is misused or mishandled or is damaged 5. VMS,LLC will not accept liability to carry out adjustments and modifications to the machine free of by virtue of any extraordinary cause,including but not limited to fire,flood,malicious mischief, charge which in any way alters the original specification of the machine. vandalism or breakage.This Agreement shall be void if any machine be repaired or any parts thereof be replaced or withdrawn by anyone other than an authorized VMS,LLC Service Representative. 6. The Customer will be charged for any servicing or replacement of parts required as a result of relocation, damage due to causes other than normal usage,interference by any person other than PMS,LLC 14. VMS,LLC reserves the right to charge the Customer for repeat(more than 2)visits to Container's authorized representatives or use of supplies/accessories not approved by PMS,LLC. location to make operator adjustments.This is based on the premise that Customer's operators were trained by VMS,LLC at the time of installation or subsequently have been instructed by VMS,LLC. 7. Effective date of this Agreement shall be the contract start date. (Note:Any equipment which is out of This determination will be made by PMS,LLC,and the charge will be the current hourly rate charged the current warranty can only be accepted for a maintenance agreement after PMS,LLC has carried out to non-contract customers.(It is the Customer's responsibility to have its personnel available for an inspection of the said equipment and,if necessary,carried out adjustments/repairs/reconditioning at training at the time of installation.) the C'ustomer's expense). 15. After the 90 day warranty has expired,additional operator training is available to the Customer for the 8. The contract lee will be paid annually in advance or as funded by any applicable leasing contract. cost of the current hourly rate(1 hour minimum).Additional operator training is defined as training Charges stated are exclusive of sales taxes then in force and not refundable. necessary after the initial operator training perfonned at installation.For example,employee turnover resulting in new.Untrained operators and/or use by other departments previously untrained. 9. This Agreement shall remain in force for a period of one year or the maximum number of machine cycles if indicated above,and thereafter,shall automatically renew at expiration unless terminated by either of the parties by 30 days written notice to the other party. AUTHORIZED SIGNATURE FOR AND ON BEHALF OF THE CUSTOMER ACCEPTED ON BEHALF OF PMS,LLC Q-�—) • NAME JAVIER HERRERA NAME `, I 0 I/t L �r 1 I l�� (BLOCK LETTERS) y/ �y.��(BLOCKLETTE'S) SERVICE MANAGER POSITION V//t�l�/ v Q 0 , �;- POSITION SIGNATURE A 1 - �.'..r SIGNATURE 9/25/2013 DATE J 0 / 3' D/. ZD/ DATE Kathy Dixon From: Javier Herrera <JHerrera @pm-hn.com> Sent: Wednesday, September 25, 2013 2:12 PM To: Kathy Dixon Cc: Michael Mello Subject: Maintenance Agreement Attachments: SEAL BEACH CITY OF 09_2013.pdf Importance: High Hello Kathy, It has been a very long time since I have heard your name come up around the office and I was thrilled at the opportunity to try to assist you. Mike Mello our field technician informed me that you were interested in getting a quote, for an annual maintenance contract for your folder inserter,attached is a quote for such. One item you will notice is the dates, I took the liberty to back date it to September 23, 2013 which if signed and agreed upon by the city would enable me to void out the service invoice of$275.00 which Mike Mello wrote up on the 2P of this month. I assure you the peace of mind and tranquility you will get knowing that you have such a professional service group supporting your unit will overshadow the cost. In addition to the 4-6 hour turn around you also get 2 PM (preventative maintenance) calls per year which you can schedule at any time and not to mention that all parts are.covered,you won't pay a dime for any parts as long as you have an active contract. If you have any questions, comments and/or concerns please feel free to address them to me directly as I am at your disposal. Thank you, Javier Herrera I OC/SD Service Manager Priority Mailing Systems,San Diego Postal to l: 949.790.6300 •fax: 949.790.6301 jherrera @pm-hn.com m http://www.pm-hn.com Hasler• Neopost Mailing Systems 1 M1 SCR i .i l .. ✓ ,y ,•1 t i : .... rtDt s•i J c , F1 R r. D O� G 3 C 0- ' - w ny Q , OUNTV G \�o r, I M1 7 :V : ln' CIT11{\CL °InLIGH!1'n SIILFGT ` � y:'i ,r"' -SL\L1I AC'II CALIFORNIA 911740 12/22/11 Hasler 478 Wheelers Farms Rd Milford, CT 06461 The City of Seal Beach is sending this letter as a notice of cancellation of mailer account No 162402-001 in connection to meter reader equipment for our postage machine WJ150SYSA. The City no longer will be using the current equipment and wish to have the meter reader and any other rental equipment associated with that account removed on the effective date of 01/31/2012. Also the City of Seal Beach requests that all money deposited into the City postage account that is remaining at 01/31/2012 be returned to the City of Seal Beach. Regards, Shall in Interim Finance Director/City Treasurer City of Seal Beach 1. 4.4tA' r ot A I..i-✓i�-<r a. c 4 l v l SCA.L e E 3n h A4 C,�H U UCNATAV L(� pc'P F ':Y w t , �OPrF O9 Ry a Nr• IAf C d, , w a s n,y� a. c*-",.',.. c &,'''T Y ` a f 4 u { 90 ! Q, f y y x 4 +1 � i y ' A 1, )3T.=1i n e r l'• , ' ` UTA HALL 'II EIGHTH SIl RLOLU . rtpn•u!seal bwfitius1, .1 12/22/11 Mail Finance 478 Wheelers Farms Rd Milford, CT 06461 The City of Seal Beach is sending this letter as a notice of cancellation of Lease No. 04101980 with an effective date of 01/31/2012. Please have the postage machine and equipment removed and return to the city a two month portion of payment from our payment of invoice N2936852 which covers a lease period of December 30, 2011 — March 29, 2012. Also the City of Seal Beach requests that all money deposited into the City postage account that is remaining at 01/31/2012 be returned to the City of Seal Beach. Regards, 7hally En FD Interim Finance Director/City Treasurer City of Seal Beach o ° � SEA[B'c Civq ecc � o a . CR 27 �s .e %�eT GP` CITY HALL 211 EIGHTH STREET SEAL BEACH.CALIFORNIA 90740 (562)431-2527•www.ci.seal-bcach.caus PLEASE CANCELLATION NOTICE (Fax to End Of Lease Department= (888)812-9438) As our current mailing equipment lease, #PFE0000259, is due to mature please accept this Cancellation notice as our request to have the lease cancelled upon maturity or as of February 14, 2008. Thank you, City of Seal Beach • I _-oFo Eaq F� ROBBEYN BIRD,CPA r �l f0 ' Director o[Administrative Services V r� F � T J. t�,CphN}�GP., 1 CITY HALL-211 EIGHTH STREET SEAL BEACH,CALIFORNIA 90740 (562)431-2527 EXT 311 FAX(562)493-9857 rbird@ci.seal-beach.ca.us ': 33:3 PFE International 110, O "... =. - ''• 475 Goddard, Suite 150 2 . ' ;;;y; Irvine, California 92618 Phone: 949 -417 -0330 Worki Leaden Fax 949.417.0331 . ' Purchase Agreement . . CUSTOMER P.O. t REFERENCE • DATE: 8/31/06 . INVOICE TO SHIP TO Same City Of Seal Beach 211 Eighth Street • • Seal Beach, Ca 90740 PFE International Rep. Dane Johnson ORDER NUMBER SHIP DATE CREDIT APPROVAL Qty. Model # Description 1 WJ150 Automatic mail machine 1 WJS10 10 LB SCALE Subtotal: $4,656.00 pus sales tax $ 360.84 sales tax . • $ 5,016.84 total with tax Term: 100% at time of install -$ includes tax Customer has 30 days to cancel order from date of installation for a 15% re- stocking fee CUSTOMER: A1'726' ..i L1//4AJ6/ P , � °� C - 4/ c.� ,�/ c PRINT NAME AND TITLE SIGNATURE DATE F acknowledge terms on all three naves of this document . PFE: �n ✓, , r`r.4r ri�r /// - � ' O PRINT NAME AND TITLE SIGNATURE DA I acknowledge terms on all tJuee'pages of this document Z PRINT NAME AND TITLE SIGNATURE DATE I acknowledge terms on all three pages of this document 1. This Agreement is entered into by and between PFE I Inc. (hereinafter referred to as "PFE ") and the Customer whose name and address are set forth below (hereinafter referred to as "Customer "). PFE agrees to sell to Customer and Customer agrees to purchase from PFE, in accordance with the Terms and Conditions herein, the equipment attached hereto (hereinafter referred to as "Equipment "). 2. CONTROLLING DOCUMENT: This Agreement shall become effective and binding upon Customer and PFE only upon approval, acceptance and execution hereof by an authorized officer of PFE. This Agreement contains the entire agreement between the parties with regard to the subject matter hereof, and supersedes all prior discussions or agreements between the parties, whether oral or written. PFE is not bound by any representation or inducements not set forth herein. 3. PAYNIENT TERMS: All installment payments set forth on the payment schedule in Paragraph 1 of this Agreement shall be made without claim or set -off or reduction for any purpose. In the event that any installment is not paid on the date due, the remaining unpaid amount will be subject to a monthly service charge at the rate of one and one -half percent (1- 112 %) per month from the due date of the last unpaid installment amount. 4. TAXES: Customer shall be responsible for the payment of all local, excise, sales, use, property and other taxes or charges levied with respect to the Equipment being sold to Customer. Customer agrees that the purchase price does not include any taxes. Customer agrees to pay the sales tax as specified separately on the face of this Agreement for which PFE has legal obligation to collect. 5. RISK OF LOSS: PFE shall bear all risk.of loss and damage to the Equipment while the Equipment is in transit to Customer. Upon delivery of the Equipment to Customer's premises, all risk of loss and responsibility for damage shall pass to Customer, regardless of nonpassage of title to the Equipment to Customer. Customer agrees to maintain in full force and affect all necessary insurance, including fire and extended coverage. 6. INSURANCE: PFE shall have insurance as follows: . A. General Liability (including premises and operations, contractual liability, personal injury, independent contractors liability): PFE shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of comprehensive General liability insurance, with limits of One Million Dollars ($1,000,000.00) for each occurrence and in the aggregate, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts or omissions of PFE, its officers, employees, agents and independent contractors. If such insurance contains a general aggregate limit, either the general aggregate shall apply separately to this project, or the general aggregate limit shall be three times the occurrence limit. B. Automobile Liability (including owned, non - owned, and hired autos): PFE shall at all times during the Term of this Agreement also carry, maintain, and keep in full force and effect a policy or policies of commercial automobile liability insurance with a combined single limit of One Million Dollars ($1,000,000.00), single limit, per occurrence for bodily injury and property damage, which will cover the drivers and automobiles used to perform services pursuant to this Agreement. Such insurance shall include coverage for owned, non - owned, and hired automobiles. C. PFE agrees to maintain in full force and effect at all times during the performance of work under this agreement workers compensation insurance as required by law. D. The policy or policies required herein shall be issued by an insurer admitted in the State of California with a rating of at least B +, VII in the latest edition of Best's insurance guide. E. PFE agrees that if it does not keep the aforesa' 'n.c trance in full force and effect Customer may either i diately terminate this Agreement for default by PFE, or, if insurance is available at reasonable cost,Customer out the necessary insurance and pay,at PFE's expo emium thereon. . F. The general liability policy shall be endorsed to. Customer,its officers,officials,employees,agents, atives and volunteers(collectively hereinafter"City and City Personnel") shall be covered as additional insures with respect to the work or operations performed by or behalf of PFE, including materials, parts or equipmen furnished in connection with such work. The automobile liability policy shall be endorsed to state that City and City Personnel shall be covered as additional insureds with respect to the ownership,operation,maintenance,use,loading or unloading of any automobile owned,leased,hired or borrowed by PFE or for which PPE is respdnsible. G The insurance provided by PFE shall be primary to any coverage available to Customer and shall provide that any insurance or self-insurance maintained by City or City Personnel shall be in excess of Contractor's insurance and shall not contribute with it. II. The insurance provided by PFE shall be endorsed to state that the insurer shall waive all rights of subrogation against City and City Personnel. 7. SITE PREPARATION:PFE agrees to furnish the above described Equipment,hardware and labor for the installation of the Equipment,hardware and as may be necessary to create a functioning system. Customer agrees to (a)furnish and install all conduit.raceway or low smoke cable and to create all holes and wire ways through concrete,plaster metal floors,walls or ceiling which may be required for the installation of said Equipment:(b)provide all separate commercial AC power circuits required for the operation of the system and associated apparatus; (c)pay for all electrical current necessary for the operation of the system;and(d)provide suitable space which is environmentally controlled pursuant to the recommendation of the manufacturer of the Equipment, including, but not limited to providing a dry and dust-free environment during and subsequent to installation. PEE shall have no duty,responsibility,or obligation to make any structural alteration(s)or adjustment(s)to the premises to install the Equipment. Customer shal provide PFE with reasonable access to the premises during PFE's working hours and shall furnish elevator service when necessary as well as heat, light, sanitary facilities electrical power and protection of the Equipment from theft during installation. 8. ACCEPTANCE: For the purpose of this Agreement, the `Estimated In-Service Date' is only an approximate date. PFE SHALL NOT BE LIABLE FOR SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES FOR CAUSES BEYOND ITS REASONABLE CONTROL OR UNFORESEEN CIRCUMSTANCES CAUSING DELAYS IN DELIVERY OR INSTALLATION OF THE EQUIPMENT. Customer agrees not to withhold any scheduled payments due to these problems. Customer agrees to pay the remaining balance due on the"Installation Date-,which is the date the Equipment is delivered and set up is complete. 'Set up'is considered complete when the Equipment is in proper running condition unless site preparation delays the set up process. In such instances payment will be due upon delivery of Equipment. Customer shall confirm the Installation Date by executing a Delivery and Acceptance Certificate. It shall he conclusively presumed that Customer's execution of the Delivery and Acceptance Certificate confirms Customer's inspection,satisfaction and unqualified acceptance of the Equipment. 9 WARRANTY AND MAINTENANCE: For a period of ninety days (90) after the Installation Date, PFE warrants the Equipment against defective parts and workmanship Upon notification of a defect,PFE shall have the option to repair or replace any defective part,and such services provided by PFE shall be Customers sole and exclusive remedy For a period of 90 days all expenses incidental to repair, maintenance or replacement under warranty, including labor and material,shall be borne by PPE. Replacement parts may be new or reconditioned at PFE's option,and all replaced parts will become the property of PFE. Maintenance service during the warranty period will be provided without charge to Customer during normal business hours (8:30 a.m. - 5:00 p.m. Monday- Friday, excep holidays). EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, PEE MAKES NO WARRANTIES IN RESPECT TO THE EQUIPMENT, EITHER EXPRESS OR IMPLIED, INCLUDING NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN THE EVENT PFE BREACHES ANY WARRANTY, CUSTOMER'S EXCLUSIVE REMEDY WILL BE THAT PFE MAKES ANY EQUIPMENT ADJUSTMENTS. REPAIRS OR PARTS REPLACEMENTS TO THE EQUIPMENT WHEN PFE DETERMINES THAT THE EQUIPMENT DOES NOT CONFORM TO WARRANTY. NO OTHER WARRANTIES SHALL APPLY EXCEPT AS SET FORTH HEREIN. Maintenance service under this Agreement does not include any services after the Equipment has been serviced,moved or relocated by other than PEE. Maintenance service also does not include repair or service required as a result or (a) neglect, theft, misuse or accidental damage of the Equipment; (b)alterations or modifications to the Equipmen performed by other than PFE; (c)the failure of Customer to provide and maintain a suitable installation environment at all facilities as prescribed by PIE(including,but no limited to,proper electrical power,air conditioning,or humidity control):(d)use of supplies or materials not meeting PEE specifications:(e)use of the Equipment for purposes other than those for which it was designed:(f)electrical work external to the Equipment or service connected with Equipment relocation,reconfiguration,or additions;or(g)acts of God, However,PFE will make maintenance services available in accordance with its then standard practices and price schedules. 10.LIMITATION OF LIABILITY:PFE SHALL NOT BE LIABLE FOR ANY SPECIAL,INCIDEN'T'AL,OR CONSEQUENTIAL DAMAGES OR FOR LOSS,DAMAGE OR EXPENSE WHETHER OR NOT PFE HAS RECEIVED NOTICE OF THE POSSIBILITY OR CERTAINTY OF SUCH SEPARATELY OR IN COMBINATION WITH OTHER EQUIPMENT:OR FOR PERSONAL INJURY,LOSS OR DESTRUCTION OF OTHER PROPERTY:OR FOR THE PAYMENT OF ANY CHARGES BY ANY COMPANY TO CUSTOMER FOR TERMINATION OF OR FAILURE TO TERMINATE PREEXISTING AGREEMENTS: OR FOR REMOVAL OF EXISTING EQUIPMENT:OR FROM CUSTOMER'S INABILITY TO USE THE EQUIPMENT,EITHER SEPARATELY OR IN COMBINATION WITH ANY OTHER EQUIPMENT II. DEFAULT:If Customer fails to pay any amount due to PFE as set forth herein,or defaults in any other obligations,then in addition to all other remedies available to PFE by law or equity or under this Agreement,and not in limitation thereof, PFE may,until said sum is paid in full declare the entire remaining amount due and payable and after notice disconnect the Equipment or otherwise render it inoperable:cease maintaining or installing the Equipment or enter Customer's premises without liability for trespass or damages and-with or without notice,take possession of and remove the Equipment. After the execution of this Agreement,should Customer determine, for any reason other than an express breach of agreement by PFE,that Customer shall not abide by the terms of this Agreement,PFE shall be entitled to payment of the greater sum of(a)all deposits paid to date of notice of termination,or(b)thirty percent(30%)of the purchase price as liquidated damages. The prevailing party in any legal action shall be entitled to recover reasonable attorney's fees and costs in the amount allowed by court. 12. INDEMNIFICATION: PEE agrees to indemnify Customer, its officers, employees, agents and volunteers against, and will hold each of them harmless from any and al actions, claims, costs, causes of action, demands, damages, injuries,expenses, penalties, obligations or liabilities, in law or equity, to persons or property, including wrongfu death,that may be asserted or claimed by any person,firm,entity,corporation,political subdivision or other organization arising out of or incident to any acts,errors or omissions of PEE,its agents,employees,subcontractors,or invitees arising out of PFE's performance under this agreement. PEE shall defend any action or actions filed in connection with any of said claims, damages, penalties, obligations or liabilities and will pay all costs and expenses, including attorneys fees and costs of litigation incurred in connection herewith. PEE will promptly pay and satisfy any judgment rendered against Customer, its officers, employees, agents, and volunteers for any such claims, damages,penalties obligations or liabilities. In the event Customer, its officers,employees, agents,or volunteers are made a party to any action or proceeding filed or prosecuted against PFE,its officers,employees,agents and assigns,for such damages or other claims arising out of or in connection with the acts of PEE hereunder,PFE agrees to pay Customer,'its officers employees,agents,and volunteers any and all costs and expenses incurred by them in such action or proceeding,including but not limited to,actual attorney's fees and costs of litigation. PFE shall reimburse Customer and its officers, employees, agents and volunteers for any and all legal expenses and costs incurred by each of them in connection therewith in enforcing the indemnity herein provided. PFE's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Customer, its officers employees,agents and volunteers. PFE's covenants under this Section shall survive the termination or expiration of this Agreement. 13. SOFTWARE LICENSE:If the Equipment provided by PFE pursuant to this Agreement contains any software,or if any software is provided hereafter,Customer agrees tha its interest in such software is that of a licensee and that said software is to be used solely and exclusively in and with the Equipment described in this Agreement. 14. TRAINING: PEE shall provide all necessary training services for Customer's personnel to effect the operation of the Equipment at no additional cost to Customer for a period of 30 days after the Installation Date. Thereafter, PEE will make available to Customer training services in accordance with PFE's then standard practices and price schedule, 15. ASSIGNMENT,SUBCONTRACTING: This Agreement may be assigned by PEE, in whole or in part and PFE may freely subcontract any or all of the work hereunder Customer may not assign this Agreement, in whole or in part,without first obtaining the prior written consent of PFE. Any such attempted assignment shall be invalid, Subjec to the foregoing,this Agreement shall inure to and be binding upon the parties and their successors and assigns. 16. MISCELLANEOUS:Titles to the paragraphs of the Agreement are solely for the convenience of the parties and do not explain,modify or interpret the provisions herein. If more than one Customer is named in this Agreement,the liability of each shall he joint and several. This Agreement shall not he amended or altered unless such amendment or alternation is put in writing and approved,by signature,by the authorized representatives of all parties hereto. 'this Agreement shall be enforced subject to the laws of the state in which said Agreement is made. Customer expressly consents to jurisdiction within this state, No delay or omission to exercise any right,power or remedy available to the parties upon any breach or default under this Agreement shall impair any such right, or remedy, nor shall it he construed to be a waiver of any subsequent breach or default or acquiescence therein. Any waiver,consent or approval of any kind or any breach or default or any waiver of any provision of this Agreement will only be effective if in writing and approved and signed by both parties. If any provisions of this agreements are in conflict with any statute or rule of law of any state or territory wherein it may'be sought to be enforced,then such other provisions shall be deemed null and void to the extent they may conflict therewith but without invalidating the remaining provisions herein. CUSTOMER: PRINT NAME AND TITLE SIGNATURE DATE PFE: ,t• " ..a r - _. 7/ PRINT NAME AND TITLE SIGNATURE DATE PRINT NAME AND TITLE SIGNATURE DATE 110 . HIP Meter Agreent For use with all Hasler Meter Products Am ,eri.ca's. better cholce.TM MAILER AGREEMENT # • BILLING at a rate of $ 65 per month for 36 months • METER MODEL. TN265 "` - er '7va., per month for months BASE MODEL WJ150 Billing frequency Monthly [(Quarterly Annual LEASE / PURCHASE Purchase 2 -OUSE ONE OF THE • or LOWING. TERM (MONTHS) 36 ® All resets are included (Total Postage) or ❑ I agree to pay for each reset DEALER / BRANCH # 3023000 FEDERAL TAX LD# w Ct'iLeOS . ONE DI• THE FOL1 OWING PAYMENT METHODS FOR RENTAL INVOICING ( NOT APPLICABLE FOR HASLER LEASING) ® Mail me a rental invoice • ❑ Bill my credit card: Visa ❑MC ❑Amex Acct# - Exp / ' .1 acknowledge that this pricing is valid for one year unless otherwise indicated above. After the first year the then current rental rate will be charged. 'I understand that Hasler will establish a TMS postage account on my behalf with the Postal Service as a prepayment account for postage. I agree to the terms and conditions specified in the LISPS • Adkndwledgement of Deposits Agreement, and understan that all deposits (wire, ACH and checks) are payable to the USPS. authonze Halser to initiate an ACH Debit to my corporate bank checking account to pay the USPS for postage each time funds are downloaded into my Hasler Postage Meter. I agree to the terms and conditions specified in the Postage Now - ACH Authorization Agreement. I am not requried to maintain a balce of funds in my TMS postage account. Hasler shall • peridically emaal an ACH activity statment to the e-mail address fisted below In order to test that my acocunt is set up properly, Hasler will perform a single $10.00 transaction. The 510.00 will be credited to my pre - payment account. I understand that there is a one -time, $15.00 set -up fee that is not refundable. Please complete Part B below and include a voided check. . • ❑ I wll forward funds direclty to my TMS postage account. I understand that will not be able to download postage until the USPS has received my check or wire transfer and credited • funds to my account. Please send me coupons and envelopes that will expedite cerdit of funds to my TMS account. Please include a check make payable to the USPS with your order Do not compete Part B. • - -PART A — CUSTOMER RECORD INFORMATION PART — POSTAGE Now TELEFUNDS ENROLLMENT . "Contact Name Name of Financial Institution Mailing Address (If different from installation address in Part C) Financial Institution Mailing Address • City State Zip Code + 4 City State Zip Code (1t known) Telephone Number • Extension: Transit / ABA Routing Number • - • Fax Number Checking Account Number E =Mail Address XI already have a TMS account with Hasler and would like to fund this meter using my existing account. My account number is _ !_JCENS .T.NFO RATION Company Name (or name of Individual) Company's Primary Business Function • . . City of Seal Beach . • Contact Name (if different from Part A) Anticipated Annual Metered Postage $ 2000 Annual Percentage of Metered Mail (must total 100 %) ' (Typical: 90% Letters, 5% Flats, 5% Parcels) Installation Street Address Line 1 (cannot be a P.O. Box) Letters 80% Flats 10% Parcels 10% Installation Street Address Line 2 Your Post Office Zip Code + 4 City State Zip Code + q Does Your Business Have an Authorization to Use Permit Imprints at this Seal Beach • Ca + or any other Post Office? ❑ Yes No Does Your Business Prepare and /or Mail for other (third) Parties? ❑ Yes ® No I'dgree to the terms of the Hasler Postage Meter Rental Agreement (the "Agreement "). I further agree to abide by the terms and conditions that are associated with use of postage meters, as specified by the United States Postal Service in the USPS Application for a License to Lease and Use Postage Meters. 1 (we) have read, understand, and agree to abide by all terms and conditions as specified in the entirety of this agreement. Title • SIGNATURE • • • PRINT NAME • Date • ACCEPTED BY HASLER Date Digital Hasler- H 1 004 - Form 51001 PostageNow is a registered trademark of the USPS Hasler Inc., P.O. Box 898, Shelton. CT 06484 - - fiiiLho' o Se-a.../ • / ea +/,y.+ : + ' O Lessee Name • + + + +++ Cr gr Street Address Orld Leaders ti _ City Coun . ' . , IN MAILROOM TECHNOLOGY co (/ / Z J State Zip _ Please read this Lease Agreement ( "Lease ") carefully and feel free to ask us any questions you may have about ff. The words "you" and "your" refer to the "Lessee" and the words "we ", "us" and "our" refer to Key Equipment Finance, a Division of Key Corporate Capital Inc., the "Lessor" of the Equipment. , ❑See attached Schedule A (or list equipment below) • / 41 p hi filet" le* ZZ' 5 f e r-- . o Quantity Mode Equipment Descrip a ► I © iv .4 - Give; £'- c w Quantity Model Equipment Description . . W - - i- Installation address (if different from above) . z ‘70 0 a Monthly Lease Payment No. of Lease Payments: Advance Rent W Payment Includes: XService /Maintenance , ❑ Meter Rental - . • End of Lease Options: - ❑ Purchase for 10% ❑ Other - .11 the payment amount shown above includes a service or maintenance payment or a meter rental payment, you acknowledge that we collect these payments as an accommodation to you and we are not responsible for performance under any agreement for same.. All amounts shown are exclusive of applicable sales tax.. Advance Rent, if any, is earned by us immediately upon our receipt thereof, shall be applied immediately to satisfy your obligations to make such payments hereunder . and shall not be refundable to you under any circumstances.. This Lease will automatically renew from month -to -month (the "Renewal ") at the Monthly Lease Payment unless you have given us at least ninety (90) but not more than one hundred eighty (180) days prior written notice by certified mail of your election to (1) return the Equipment to us in accordance with Section 8 of this Lease or (2) purchase, the Equipment for the amount you have selected above.. If this Lease goes into - Renewal, 0 will continue to renew from month -to -month at the same Monthly Lease Payment set forth above, subject to the right of either of us to terminate the Lease upon ninety (90) days prior written notice, and any such termination will take effect only upon your satisfaction of allot your obligations under the Lease. . 1. LEASE; ENTIRE AGREEMENT. This Agreement establishes the terms and conditions under which we are financing all items of software, services and equipment identified in this Lease for you (the equipment and any receivables related to software and service fees are hereinafter referred to as the "Equipment "). ANY PROVISION OF THIS LEASE WHICH FOR ANY REASON MAY BE HELD UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE INEFFECTIVE WITHOUT INVALIDATING THE REMAINING PROVISIONS OF THIS LEASE. You agree to all of the terms and conditions on both the front and back of this Lease, and you acknowledge that you have read and agreed to ail the terms and conditions. THIS LEASE CONTAINS THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES. NO AGREEMENTS, UNDERSTANDINGS OR AMENDMENTS TO THE LEASE ARE BINDING ON THE PARTIES UNLESS TH IN WRITING AND SIGNED BY BOTH PARTIES. • . . RM. This Agreement shall become effective, and the term of the Lease begins, when it is signed or otherwise accepted by us and shall remain in effect until the Lease term has expired. The first Lease Payment is due on the date we accept the ease or any later date designated by us. Subsequent Lease Payments will be due as invoiced by us for successive months until the balance of the Lease Payments and any additional Lease Payments or expenses chargeable to you under the Lease are paid in full. YOUR OBLIGATION TO PAY THE LEASE PAYMENTS AND YOUR OTHER LEASE OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO CANCELLATION, REDUCTION, SETOFF OR COUNTERCLAIM FOR ANY REASON WHATSOEVER INCLUDING, WITHOUT LIMITATION, THE FAILURE OR ALLEGED FAILURE TO PERFORM OF ANY PARTY ENGAGED BY YOU.TO SERVICE OR MAINTAIN THE EQUIPMENT. All payments will be made to us as set fodh herein or any other place we indicate in writing. The amount of each Lease Payment is based on the supplier's best estimate of the Equipment cost including (0 applicable) any installation and other related costs. You must also pay all sales and/or use tax. The Lease Payments will be adjusted proportionately upward or downward if the actual total cost of the Equipment is more or less than the estimate. In that event, you authorize us to . adjust the Lease Payments by up to fifteen percent (15 %) by written notice to you of such adjustment In the event a Lease is not accepted by us within thirty (30) days of your signing of the Lease, you authorize us -to increase the Lease Payments to reflect any Lease rate increase applicable to the Lease. . . . 3. DELIVERY AND ACCEPTANCE. You are responsible, at your own cost, to arrange for the delivery and installation of the Equipment (unless such costs are included in the cost of the Equipment to us). You agree (i) to accept the Equipment when it is delivered and to sign an equipment acceptance form if requested by us, and (0) that Equipment will be deemed by us to be accepted if we do not receive your written notice of rejection within 10 days of delivery. . If you fax a signed,copy of this Lease to us, 0 will bind you. However, we will not be bound until we accept if by manually LEASE GUARANTY: To induce us to enter this Lease the undersigned unconditionally guarantees the prompt signing it or by funding the Lease, whichever occurs first. You waive notice of our acceptance of the Lease, but a copy of payment of all of Lessee's obligations under the Lease. We are not required to proceed against the Lessee or the ii this Lease as accepted by us will be provided to you at your request. You agree that in any court or proceeding we may Equipment or to enforce other remedies before proceeding against the undersigned. The undersigned waives all produce a copy of this Lease or other documents related to the Lease transmitted to us by facsimile transmission and such notices or demands of any kind to which the undersigned may be entitled, consents to any extension or modification copy shall be deemed to be the original of the Lease. You acknowledge that we are relying on your representation that this granted to the Lessee and the release and /or compromise of any obligations of the Lessee or any other guarantors agreement has not been changed, and that your signatory below is authorized to execute the lease on your behalf. YOU without releasing the undersigned from these obligations. This is a continuing guarantee and will remain in effect in WARRANT AND REPRESENT THAT THE EQUIPMENT WILL BE USED SOLELY FOR COMMERCIAL AND NOT the event of the death of the undersigned and will bind the heirs, administrators, representatives, successors and FOR PERSONAL, FAMILY OR HOUSEHO % PURPOSES. assigns of undersigned and may be enforced by or for the benefit of our successors and assigns. This guaranty is have read, and understa • - .'term r the FRONT and BAC of l lease. governed by and construed in accordance with the internal laws of the State of New York. The undersigned waives all defenses available to it; Lessee or any other guarantor, with respect to its obligations hereunder, other than the LESSEE SIGNATURE A . I SIGN 0 P E TW K OF THIS L defense that the Lessee's obligations have been fully and finally performed and indefeasiby paid. . X • GUARANTOR SIGNATURE . _ Signature / X - Signature Print Name , • . Print Name . Title Date ... ' Title Date FOR KEF USE ONLY - LESSOR SIGNATURE Key Equipment Finance, a Division of Key Corporate Capital Inc; G U A R A N T O R S I G N A T U R E X Signature Signature . ' Title Date - - Print Name PFE01. 100.0602 Title Date 4.USE, REPAIR, SUPPLIES AND WARRANTIES. You shall use the EqD lawfully and only in the manner for which it was designated and intended and s subject it only to ordinary wear and tear. You shall comply with all applicable laws. You'have'selected the Equipment and the Equipment supplier and acknowledge that we are not the manufacturer of the Equipment and that we are leasing the Equipment to you "AS•IS ° WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WITH RESPECT TO PATENT OR COPYRIGHT INFRINGEMENT IN CONNECTION WITH THIS LEASE. We transfer to you for the term of the Lease all warranties, if any, made by the manufacturer. YOU ACKNOWLEDGE THAT NO ONE IS AUTHORIZED TO WAIVE OR CHANGE ANY TERM, PROVISION OR CONDITION OF THIS LEASE AND EXCEPT FOR - THE MANUFACTURER WARRANTIES, TO MAKE ANY REPRESENTATION OR WARRANTY ABOUT THE LEASE OR THE EQUIPMENT. WE SHALL NOT BE LIABLE FOR ANY DELAYS IN MAKING DELIVERIES OR REPAIRS NOR �EVEN SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OR REPRESENTATION, OR RESULTING FROM THE USE OR PERFORMANCE EQUIPMENT. YOUR OBLIGATION TO PAY IN FULL ANY AMOUNT DUE UNDER THE LEASE WILL NOT BE AFFECTED BY ANY DISPUTE, CLAIM, COUNTERCLAIM, DEFENSE OR OTHER RIGHT WHICH YOU MAY HAVE T ERT AGAINST THE EQUIPMENT SUPPLIER OR MANUFACTURER. 5.PERSONAL PROPERTY, LOCATION AND INSPECTION. You have the right to use the Equipment for the full Lease term provided you comply with the terms and conditions of this Lease. Although the Equipment may become attached to • real estate, it remains personal property and you agree not to permit a lien to be placed upon the Equipment, remove the Equipment or move it to a new location without our prior written consent. If we feel it is necessary, you agree to provide us with waivers of interest or liens, from anyone claiming any interest in the real estate on which any item of Equipment is located. We also have the right, at reasonable times, to inspect the Equipment. • 6.MAINTENANCE. You are required, at your own cost and expense, to keep the Equipment in good repair, condition and working order, except for ordinary wear and tear, in compliance with the manufaclurer's.specifications and your standard practices (but with respect to the latter, in no event less than industry practices) and you will repair and supply all parts and servicing required. You shall maintain the Equipment under such a program so that the Equipment will qualify for the manufacturer's standard maintenance agreement upon Lease expiration and return of the Equipment to us. All replacement parts used or installed and repairs made to the Equipment will become our property. Such replacement parts shall immediately, and without further act, be deemed to constitute an item of Equipment and be fully subject to this Lease as if originally leased hereunder, and shall be free and clear of all liens. You may; with our prior written consent, make modifications to the Equipment provided such modVications do not reduce the current or future value or usefulness of the Equipment or result in the loss of any warranty or any certification necessary for the maintenance of the Equipment and such modifications must be easily removable without causing damage to the Equipment. Before returning the Equipment, you agree to remove such modifications and restore the Equipment to its original condition. If you fail to remove such modifications, we are deemed the owner of such modifications. IF THE LEASE PAYMENTS INCLUDE THE COST OF MAINTENANCE ANDIOR SERVICE BEING PROVIDED FOR THE EQUIPMENT, YOU WILL MAKE ALL CLAIMS FOR SERVICE AND MAINTENANCE SOLELY TO THE SUPPLIER OF SUCH SERVICE OR MAINTENANCE, SUCH CLAIMS WILL NOT AFFECT YOUR OBLIGATION TO MAKE ALL REQUIRED LEASE PAYMENTS TO US, AND YOU HEREBY CONFIRM THAT YOU HAVE ADEQUATE REMEDIES AGAINST SUCH SUPPLIER IN THE EVENT OF A BREACH OF YOUR AGREEMENT BY THE SUPPLIER. 7. ASSIGNMENT. YOU AGREE NOT TO TRANSFER, SELL, SUBLEASE, ASSIGN, PLEDGE OR ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHTS UNDER THE LEASE WITHOUT OUR PRIOR WRITTEN CONSENT. You agree that we may sell, assign or transfer the Lease and V we do, the new owner will have the same rights and benefits that we now have, but will not have to perform any of our obligations and that the rights of the new owner will not be subject to any claims, defenses, or setoffs that you may have against us. 8.RETURN OF EQUIPMENT. It you are required to do so by the terms of this Lease (including without limitation upon termination or default), you will return the Equipment to us, freight and insurance prepaid, in good repair, condition and working order, ordinary wear and tear excepted, in a condition as specified in Section 6 and in a manner and to a location designated by us. . 9.LOSS OR DAMAGE. You are responsible for the risk of loss or destruction of, or damage to the Equipment. No such loss or damage relieves you from any obligation under the Lease. You agree to promptly notify us in writing of any loss or destruction or damage to the Equipment and you will, at our option, do one of the following: (a) repair the Equipment to good condition and working order, (b) replace the Equipment with like Equipment in good repair, condition and working order, acceptable to us and transfer clear title to such replacement Equipment to us, such Equipment shall be subject to the Lease and be deemed to be the Equipment, or (c) pay to us the present value of the total of all unpaid Lease Payments for the full Lease term plus the estimated fair market value of the Equipment at the end of the originally scheduled Lease term, all discounted at three percent (3 %) per year whereupon the Lease shall terminate. All proceeds of insurance received by us as a result of such loss or damage will be applied, where applicable, toward the replacement or repair of the Equipment or the payment of your obligations. 10.INDEMNITY. We are not responsible for any losses or injuries caused by the installation or use of the Equipment. You agree to reimburse us for and to defend us against any claim for losses or injuries caused by the Equipment. This indemnity will continue even after the termination or expiration of the Lease. 11.TAXES. You agree to pay all license and registration fees, documentary, sale and use taxes, personal property taxes and all other taxes and charges relating to the ownership, leasing, rental, sale, purchase, possession or use of the Equipment as part of the Lease Payment or as billed by us You agree that V we pay any taxes or charges on your behalf, you will reimburse us for all such payments and will pay us interest and a late charge (as calculated in Section 14) on such payments with the next Lease Payment, plus reasonable costs incurred in collecting and administering any taxes, assessments or fees and remitting them to the appropriate authorities. 12.INSURANCE. You will keep the Equipment insured against all risks of loss or damage in an amount not less than the replacement cost of the Equipment, without deductible and without co- insurance. You will also obtain and maintain for the term of the Lease, comprehensive public liability insurance covering both personal injury and property damage of at least $100,000 per person and $300,000 per occurrence for bodily injury and $50,000 for property damage. "KeyCorp and its subsidiaries and affiliated companies, including Key Corporate Capital Inc " will be the sole named loss payee on the property insurance and named as an additional insured on the public liability insurance. You will pay all premiums for such insurance a d st deliver proof of insurance coverage satisfactory to us. If you do not provide such insurance, you agree that we have the right, but not the obligation, to obtain such insurance and to charge you for all costs. EFAULT. You are in default of the Lease V: (a) You fail to pay any Lease Payment or other sum when due; (b) You breach any warranty or other obligation under this Lease, or any other agreement with us or any of our parent, subsidiary or c ompanies; (c) You, any partner or any guarantor dies, you become insolvent or unable to pay your debts when due; you stop doing business as a going concern; you merge, consolidate, transfer all or substantially all of your assets; you make an assignment for the benefit of creditors or you undergo a substantial deterioration in your financial condition, or (d) You, any guarantor or any partner, voluntarily file or have filed against you or it involuntarily, a petition for liquidation, reorganization, adjustment of debt or similar relief under the Federal Bankruptcy Code or any other present or future federal or state bankruptcy or insolvency law, or a trustee, receiver or liquidator is appointed for you, any guarantor or any partner or for a substantial part of the assets of you, any guarantor or any partner. 14.REMEDIES. We have the following remedies V a default should occur: (a) declare the entire balance of the unpaid Lease Payments for the full term of the Lease immediately due and payable, sue for and receive all Lease Payments and any other payments then accrued or accelerated under the Lease plus the estimated fair market value of the Equipment at the end of the originally scheduled term of the Lease with all the accelerated Lease Payments and the estimated fair market value of the Equipment discounted to the date of the default at three percent (3 %) per year, but only to the extent permitted by law; (b) Charge you interest on all monies due us at the rate of eighteen percent (18 %) per year from the date of acceleration until paid, but in no event more than the maximum rate permitted by law; (c) Charge you a return check or non - sufficient funds charge ( "NSF Charge ") to reimburse us for the time and expense incurred with respect to a check that is returned for any reason including non - sufficient or uncollected funds, such NSF Charge is stipulated and liquidated at $25.00; and (d) Require that you return the Equipment to us and in the event you fail to return the Equipment, enter upon the premises peaceably with or without legal process where the Equipment is located and repossess the Equipment. Such return or repossession of the Equipment will not constitute a termination of the Lease unless we expressly notify you in writing. In the event the Equipment is returned or repossessed by us, we may sell or re -rent the Equipment to any persons with any terms we determine, at one or more public or private sales, with or without notice to you (but if notice is required by applicable law, you agree fhatlen (10) days prior notice to you of (A) any public sale or (8) the time after which a private sale may be negotiated shall be conclusively deemed seasonable and, to the extent permitted by applicable law, you waive all rights and defenses with respect to such disposition of the Equipment), and apply the net proceeds deducting the costs and expenses of such sale or re -rent, to your obligations with you remaining liable for any deficiency on the Lease and with any excess being retained by us. The credit for any sums to be received by us from any such rental shall be discounted to the date of the agreement at three percent (3 %) per year. In the event that actions must be taken by us to enforce this Lease, you agree to pay (i) all expenses incurred by as in connection with the enforcement of any remedies, including all expenses of collection agency and repossessing, storing, shipping, repairing and selling the Equipment, and (ii) reasonable attorneys' fees and costs (including allocated costs for in -house counsel), whether suit be brought or not, and through all appellate; post judgement andlor bankruptcy proceedings. Whenever any Lease Payment is not made when due, you agree to pay us, within one month, a late charge of fifteen percent (15%) of such delayed payment, with a minimum of $25.00 as compensation for our internal operating expenses arising as a result of each delayed payment, but only 10 the extent permitted by law. This amount is payable in addition to all amounts payable by you as a result of the exercise of any other remedies, You agree that any delay or failure to enforce our rights under this Lease does not prevent us from enforcing any rights at a later time. 15.000 FILINGS AND FINANCIAL STATEMENTS, You authorize us to file financing statement(s) with respect to the Lease and the Equipment, and shall pay us a $50 documentation fee in connection therewith. The filing of a financing statement on a true Lease is not to be construed as evidence that any security interest was intended to be created, but only 10 give public notice of our-ownership of the Equipment. If a Lease is deemed at any time to be one intended as security then you grant us a security interest in the Equipment and the proceeds from the sale, rent or other disposition of the Equipment. If we feel it is necessary, you agree to submit financial statements (audited if available) on a quarterly basis. 16.NOTICE. All notices shall be in writing and shall be addressed (a) if to you, to your address above or at any other address you notify us of in writing or (b) if to us, at 66 South Pearl Street, PO Box 1339, Albany, NY 12201 -1339 or at any other address we may notify you of in writing and will be deemed to have been given: (i) when delivered personally or by overnight courier; (it) when sent by telecopy and confirmed by answer -back telecopy; or (iii) five (5) days after deposit in the U.S. Mail, postage prepaid. . 17.000 — ARTICLE 2A PROVISIONS. You agree this is a Finance Lease as that term is defined in Article 2A of the Uniform Commercial Code ("UGC"), and acknowledge that we have given you the name of the supplier of the Equipment. We hereby notify you that you may have rights under the contract with the supplier and you may contact the supplier for a description of any rights or warranties that you may have under the supply contract. You also waive any and all rights and remedies granted you under Sections 2A -508 through 2A•522 of the UCC. - 18.CHOICE OF LAW. THIS LEASE WAS MADE IN THE STATE OF NEW YORK BY US HAVING ACCEPTED IT IN ALBANY, NEW YORK AND IT IS TO BE PERFORMED IN THE STATE OF NEW YORK BY REASON OF THE LEASE PAYMENTS YOU ARE REQUIRED TO PAY US IN NEW YORK. THIS LEASE SHALL IN ALL RESPECTS BE INTERPRETED AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. YOU CONSENT TO AND AGREE THAT PERSONAL JURISDICTION OVER YOU AND SUBJECT MATTER JURISDICTION OVER THE EQUIPMENT SHALL BE WITH THE COURTS OF THE STATE OF NEW YORK OR THE FEDERAL DISTRICT COURT FOR THE NORTHERN DISTRICT OF NEW YORK SOLELY AT OUR OPTION WITH RESPECT TO ANY PROVISION OF THIS LEASE. YOU HEREBY WAIVE YOUR RIGHT TO A TRIAL BY JURY. y9 .MORE THAN ONE LESSEE. If more than one person or entity executes this Lease as "Lessee," the obligations of "Lessee" contained herein shall be deemed joint and several and all references to "Lessee" shall apply both individually and . j . By signing b• s , yo at yAy have re nd understand, all terms on the FRONT and BACK of this Lease. inagmlimi .. : X Print Name: PFE01- 100.0602 M s Western Regional Office of 410 Aft IP ♦ 11 "" M " PFE International Inc., ""' 475 Goddard, Suite 150, WTorid Leaders Irvine, CA 9261 8 -4605 Emm==== Telephone: (949) 417 0330 Facsimile: (949) 417 0331 www.haslcrmailing.net PFE Ascom Equipment Satisfaction Guarantee PFE warrants that the Equipment and Software provided under this lease will conform to all applicable specificafions, samples previously furnished to or viewed by City of Seal Beach, will be new, and will be free from defects in design, material and workmanship and, with respect to software, will be virus free. PFE warrants that the Equipment and Software will be safe and appropriate for the purpose for which such Equipment and Software is used. With an active maintenance contract, PFE agrees to replace or repair the Equipment or Software at PFE's sole discretion if it fails to meet the above stated warranty promptly without expense to City of Seal Beach. • PFE Hasler is committed to providing our customers with the finest products. If, during the warranty period, the product does not perform to our specifications and we need to repair the same problem, which was not user caused, in excess have three times per any three -month period; we will replace it with a comparable product. Should a malfunction occur due to the use of non -PFE consumable supplies or unapproved software/hardware modifications, this guarantee will not apply. Jonathan Garcia ` Branch Director PFE International • HAS LER and ' So ut� nsm$ •..rot ' u +.. ..•• I brli OFFICE LOC. SALE 0 AGREEMENT NO. PRE ti . �. KENNESAW 0 LEASE 0 •� ♦ COSTA MESA ❑ RENTAL ❑ • ie... . ..f .. M��t trw +� • ♦... <JNMtLLl ROM 41I V(%%)(X TAX EXEMPT EXEMPTION NO. • . EFFECTIVE DATE: STATE ❑ LOCAL ❑ CUSTOMER NO, ::5 Vaughn Road, Suns B 3090 'Beata! Street. Suite 160 Kennesaw, GA 30144 Coate Meaa, CA 92628 . 770428.4944 7144274077 EQUIPMENT SERVICE AGREEMENT / �^� Bill CUSTOMER'S NAME C / frig _ Install CUSTOMER'S NAME et 0�— /� irfl, fne To ADDRESS / Loc. ADDRESS J CITY • STATE ZtP . CITY STATE ( ZIP MODEL NO. MACHINE ORIGINAL INSTALLATION DATE DESCRIPTION . ANNUAL RATE SERIAL NO. Tote; eels:elute t . Grand Total 1 ,,.a/'L t4 D /..?..., C. 6 C TOTAL ANNUAL CHARGE SUBJECT TO APPLICABLE TAXES ❑ See Schedule 1 for Additional Equipment . Contract Start Data: Contract End Cate: • 1 Year or Cyelee, whichever comes first. This Agreement is limited to equipment regularly operateo up to one eight -hour shift per day If operaleo more !non ono eight -hour shift per day, an tncroase in the Annual Rate will apply as follows: Two Shifts 50% of stated rate aDOve; Three Shifts 100% of stated rate above PFE International, Inc (hereinafter referred to as °PFE") dames, diroctly or tnrougn its eienOnzed representatives, to provide service as required at the In3t911811on address specified above on the equipment Weed. CONDITIONS ' Tills Agreement constitutes a contract between PFE and the user_ whose name and address is Shown in the in.tollatton information section above (neretneOer referred to as 'The Customer), sU0j601 10 Ire terms onditiens eat out below; PFE will carry out preventative maintenance actiwtiee in accordance with manufacturers 10 PFE reserves the riom to increase maintenance charges at limo of renewal or e6 determined by recommendations. usage ea outlined in this Agreement Notification of any adluatmenta will be by ,nvelco. Unless carlcolod by PFE. 1989 bald for MIA maintenance agreement ar0 not relUnd9Dle. 2. A mu:sonabto emergency senr,oe win to provided during normal working hours, excluding • Saturday, Sunday end holidays. Serv100 10f weekend.) end holidays msyoe available with 11. Should rho listed equipment p0 sold during the term of this Agreement. this Agreement mall advance notice Tho cost for this spacial service is outlined in our sarvsoo 19001 rate p0llcy terminate as of the date of ouch sale. 3. PIPE will replace at its own expense subject to clause 4 such pans which nav become defective 12. PFE reeervee the hgrt to advise the Customer to Increase Me preventative mile B machine due to normal wear and rear. Matinee) or Iterne caneumed as part of 1119 machine precede are usage is in oxcass of PFE'3 recommendations and to charge for !no additional preventative excluded, notably, ink rollers, meter brushes, shredder heads, knife or trimmer 01ade:, ru8Der SOrvwCe calla. rollers, wetter felts, M09, etc. (Thee list of ooneumeDle Items to non- Inclusive) All parte, component.% and oaeemblies replaced become tno property of PFE, 13. it is mutually agreed teal PFE'e obligations hereunder snail 08 Medea to the rendering of . Service and sewing Ot pans; PFE 91811 not be liable, in any event for any incidental, 4 In the event bf a workshop overhaul being required, PFE will supply a written estimate for consequential or apee,ae damages in connection with servle0, parts and labor provided approval by the Customer. PFE reserves the right to terminate the agreement in (no event that hereunder or resulting nom any use or fsilure of machines, inCltding wilnOut 91111181100. liability tilts work l9 not authorised by Ina Customer immediately. 11 shop repair Is required. PFE will for Customer: 099911909 or loss of Income while machines are out of operation or any loss provide 0 loaner machine ea use until 1118 Customer mOcbin9 ,9 r0081red end returned. This other than specifically stated herein. This Agreement shell be void with respect to repairs ' provision aces not apply to printers or folding end insoning equipment. Pr,ntors and folding and caused ey other Men the normal ants usual wear and roar or wen respect to any machine that is . Inserting equipment will e8 repaired and returned to ouetam0r ea ex9editiouety s8 possible. misused or mishandled 0118 damaSeo by venue of any extraordinary 00050. inducting but not limited to lire, flood, malicious m,scn vandalism 01 breakaoe. Tnia Agreement shall be villa if S. PFE will not accept Iteo,lity to carry out edjuatmenle and moorfidanons to the machine free of any machine be reeeir60 or any parse thereof be replaced or withdrawn by anyone Otn61 than charge which in any way einem the original 9pecrflcanon of the m0en111e an authorized PFE Service Roprosontetive. B, The Customer will be charged for any servicing or replacement 01 Dana required 9e 8 result of 14. PFE reserves me right to emerge the Customer for repeat (mare than 3) e,sjts to Customers relocation, damage due to causes other than normal usage, interference by any person other location to make operator adjustmente. Thin is based on th0 premlae tree Customer's than PFE autnorsed representatives or use of 8up91100iaccessane3 not 8o0roved by PFE. operators were trained by PFE 01 Me time of Installation or aubeequenny havo boon instructed oy PFE. 711:9 determination well be 6808 by PFE, and me oared wit o6 the 009091 hourly rate 7 Effective date of tills Agreement snail De the contract start date. (NOLO Any equipment which i0 charged to non contract customers. (It is ire Customers responsibility to have its personnel out of Ire current warranty can only bo accepted for s rrtaintenenee agreement after PFE nos available for trainee) 8t the time of in6t8H91ion or shortly 1116reafter ) carried out an inspection of 1110 said equipment and 1 necessary, came/ out . adjustments/repairs/reconditioning at the Cuafomer'8 0800906). 15, After 070 90 day w8118nty nee expired, additional operator training is available to ire Cuet5mer 10( UV 0061 01 1110 OUrrenl hourly rate (1 hour minimum). Addibonel operator vetting is defined 8. Inc contract tee will 00 0810 annually In 8486000 01' as 0149990 by any applicable 1089199 as training necessary after the initial operator (166190 faenorreed d1 ,natalletiOrt. For oxomplo, contract. Cnerg94 stated ere exclusive Of select 16X68 m0n 111 farce and 1101 refundable. employee turnover resulting in now, untrained 099/810(6 and /a! use by other departments . previously 091/01991 9. This Agreement shall I0m9rn in force for a period Of one year Or lne maximum number of macrame eyelet if ,noicated above and ihereaher, :hail automatically renew 31 expiration unless terminated Dy saner Of tr8 parties by 30 days written notice to the Mar party. AUTHORIZED SIGNATURE FOR AND ON BEHALF OF THE CUSTOMER ACCEPTED ON BEHALF OF PFE E, t , � NAME t et_acKL , POSITION A / /� / POSITION. SIGNATURE • / 'I SIGNATURE DATE DATE