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2008-088 Agreement Between the Township of Oro-Medonte and mailing Innovations for the Provision of a SECAP 4400 AutomailerTHE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE BY-LAW NO. 2008-088 A By-Law To Authorize the Execution of an Agreement Between The Township Of Oro-Medonte and Mailing Innovations for the provision of a SEGAP 4400 Automailer WHEREAS the Municipal Act, 20Q1,S.4. 20t~1, c.25, Section 224, as amended, states that it is the role of Council to ensure that administrative practices and procedures are in place to implement the decisions of Council; AND WHEREAS the Council of The Corporation of the Township of Ora-Medonte deems it desirable to enter into an agreement, effective July 1, 2008, until December 31, 2013. NOW THEREFORE the Council of the Township of Qra-Medonte hereby enacts as follows: 1. THAT the Mayor and Clerk be authorized to execute the Agreement attached hereto as Schedule "A" and farming part of this By-Law. 2. THAT this by-law shall take effect an the final passing thereof. BY-LAW READ A FIRST AND SEGOND TIME THIS 16T" DAY OF JULY, 2008. BY-LAW READ A THIRD TIME AND FINALLY PASSED THIS 16'~" DAY OF JULY, 2008. THE CO~iPORATION OF THE TOWNSHIP OF ORO-MEDONTE Mayor, H.S`. Huhes -' ,. - - - s- Cler , J. Douglas 1rw'rn ,„.~"" A Division of PLAN Mailing Solutions ~~CAP FINANCE /F 1 NANCES sECAP cANAOA CONTRACT NUMBER ~j ~j ~j 7 ~ ~ t ~ t V SECAP FINANCE CUSTOMER NQ. C ACr?FI ^ni Your Business lnformation~: ~~~:~ --~ FULL LEGAL NAME r ~ OFA NAME _ , i .. ~ ~, --; Y ... - , is .,. BILLING A[}DRESS CITY -. - - PROV. POSTAL CODE , ., ~ f r.. , t 1 y a ,.. ., - ~.r .. ~ , .~. t ~. .~ , - , ~ :mo + _ CONTACT NAME - ~ PHONE NO. FAX NQ. i - x . ., - ~,j .~ M. ~ ~ ° ~. _ . i.~ .. - r '. _ ,. EQUIPMENT LQCATIQN CITY PROV. POSTAL CODE CUSTOMER PO. NQ. TYPE QF BUSINESS ~-"CORPORATION ~ PARTNERSHIP YEARS tN BUSINESS _' ". g ~ PROPR4ETORSNip a NON PRQFIT E-MAIL ADDRESS WEB SITE AOQRESS ~ NAME QF PRINCIPAL _ SCICIAL INSURANCE: NUMBER 1 D.Q.B. _ BANK f ACCOUNT NQ. /PHONE NO. rre-AUtnor-zeq rayment titan We are hereby authorized to periodically draw payment under the Pre-Authorized Payment Ptan from the bank account specified in the bank information section above andJor as outlined on the attached voided cheque to cover periodic payments and other amounts due hereunder. AUTI-fQRIZED CHEQUE SIGNER(S) ADDENDUM A FORM CONTINUATION Your Business Needsa°.,~; ~~- QTY PRODUCT CQDE SERIAL NQ. EOUIPMEt - r'flQDUCT DESC +IF'?CN SF Y~-`st t. i C .- F ' , ~_. ;.,~~ , ,t~r~, ~, - Your Payment Pfau _ iITIAI TERM ~ BILLING; _ _ V MONTHS! ~ ar _ PERIOt~- ~'CaUARTERLY ~ OTHER _____„~__,_ dlTIAL PAYMENT CJHEQUE $ ____ TAX FXE MPTION (attach eedifieate) NQ. QF oAYMENT9 EQUIPMENT RENTAL AMOUNT INTELLILINK CQNTROL CENTRE PENTAt_ AMOUNT GSP AMOUNT --~ TQTAL PERIODIC PAYMENT (7axE9 EXTftFJ , l l ~ ..) i~kr _ to ~.omprenensive Service Ptan (ESP) and fntellilink Control Centre Rental Amount shown above ill remain in effect for the first 12 months of the Initial Term. Thereafter, such amounts may be creased by us in accordance with the LeaselCSP Agreements. LEASE START DATE (SECAP FINANCE HEAD QFFICE USE ONLYI d3fi7SECAP (f 0(Ja) T4TLE AVOIDED CHE4UE IS ATTACHED Other Requirem (billed separately) ANNUAL SERViGE AMOUNT $ __ ____ `~ MINIMUM GYGLE COMMITMENT PER MONTH $ EXCEEDING GYGLE COUNTS {billed in arrears) OVERAGE ~t $ PER GYGLE IntelllLinkT"' RATING DOWNLOADS PACKAGE INCLUDED: ~ YES ~ NQ lnftials RESET CHARGE $ Your Aeknowled ' < 7r'at Ira below constitute=_ art "er 'c yeas e ,. ,'~~`jurr ~ _ u. ~ _ De~*`~. r ~~°rture also acknowte ur~z gar ,+ou ~°ave re,f aa7 ~,~~~ ! ~s e at r~ •rss and are author =d -r s~~, s cgr~ment. this - , ~cr .,,~t ~+ - . an rS ::,.. s signed by ou au r.-.ed r,~resentatnre. -gnature below also srgr `"~s that you and any of your authorize-' representatives agree to ~:,e the Equipment ar rervic=s ordered pursuant to the «._se Agn:.,.nent, the Comprehensive Service Ptan Agreement, fhe Passage by Phone'"" Agreement, the Pitney Works'"" Ferms and Condif!ons, the Equipmant Guide or any other related document ^~rfp^fivafg the "Secap Agreements 1 only far commercial, industnal and/or business fnuposes (the "Aufhorized Uses "}, and not €or any personal, €amify or household purposes, ar ~~ farming, ranching, feed-lot, fishing or ofher related operations (the "Excluded Usas'~. -•^ufd your proposed use of the Equipment or services change from an Authorized Use to an ~rLrded Use, you will immediataty notify Secap Finance of the change, cease to order any Eq,riomeni or services, and immediately repay all outstanding balances thaf you owe lxrrsuant to ,ae Secap Agreements Personal ~nformatron is collected in accordance with the provisions of the Sarap Privacy Policy. A copy of that Policy can be obtained at by coifing 1-886-695-3507, From time to time SecaR. another division of PCAN Mailing Solutions lne., provides its customers with information about other products or services which if offers and which it believes will be of interest to its customers. tf the customer does not want to receive information about other products or services which Secap offers, please indicate by checking this box. CUSTOMER SIGNATURE .w .. - PRINT NAME __ . ., ,"~ t - ,- o-~ ^ TITLE DATE x GST # 89837 ?2Q8 RT0007 / (~.ST # fan~Re7.~~n rnnnni ;CEPTED BY SECAP REPRESENTATIVE ;CEPTED BY DATE _ EMP. NO. __ BRANCH LEASE AGREEMENT 1. Payments. Yau, the customer, agree to lease from us, Segap Finance ("Seeap Finance", °we" , "us" or "our"} a division of PCAN Mailing Safutions Ins. ("PLAN"~. fh~ En~nr~nvxr,t {which was selected by you and supplied by Seaap, which is also a division of PCAN, or by ether entities) tilted on page one. You will be invoiced periodically Oar a0 r~ ~r~°~ nt°. rt faith on page one (eagh a "Secap Finanae Payment", and collectively the "Total Periodic Payment"} of the Lease Agreement (the °Laase"}, which will tae payable in ;rr:~ an: rr rid fue on the same day of each bitting period. All payments shall be payable to "Secap Finance" at PO. Box 66, Orangeville, ON L9W 225, unless we direct you otherwi^-e in •vr'±'~,rl ''au agree to receive facsimile communications from Segap Finanae, Segap and affiliates relating to your account andlar pradugfs and services. UNLESS OTHERWISE fxPRfSSLY PROVIDED HEREIN, THIS LEASE CANNOT BE CANCELLED OR TERMINATED FOR ANY REASON, WITH ALL PAYMENT OBLIGATIONS BEING UNCONDITIONAL REGARDLESS OF ANY MATTER, INCLUDING EOUIPMENT DAMAGE, DEFECT, DESTRUCTION, OBSOLESCENCE OR BREACH OF WARRANTY PAYMENTS ARE NOT SUBJECT TO SET-OFF, ABATEMENT OR REDUCTION. 2. lease Term. This Lease shah commence and cantinas for the number of months described an page t of the Lease as Initial Term and end after you have `u'f 'I~d ai' your obligations. !f you enter into a new lease during the Initial Term which incorporates the remaining payments under this Lease and the new lease does not become e"ec:' ve, ar is subsequently terminated, we may reinstate this Lease. 3. Equipment Ownership and Locat}on. Secap Finance is and remains the owner of the Equipment and has full title thereto. The Equipment is the property of Segap Finance (or in the case of the Intetltlink"" ContraT Centre, property over which we haue a right of possession) and you have rig right to or interest in it except as expressly set forth herein. You may not fix, attach or join the Equipment to any real gr immoveable property without our phar written consent and the Equipment will be and eemain personal and moveable property regardless of whether it is affixed, attached or joined to any real ar immoveable property. You will keep the Equipment free from any liens ar encumbrances. Vou authorize us to do alt acts as may be reasonably rrxiuired to protect our interest in the Equipment and this Lease. The Equipment may not be moved from the location specked on page 1 of the Lease, or if no location is specified your Billing Address, wdhaut first obtaining our whtten consent We shall have the right to inspect Equipment and any related maintenange regards at any reasonable time during business hours. 4. Assignment. YOU MAY NOT ASSIGN, TRANSFER (BV OPERATION OF LAW OR OTHERWISE} OR SUBLET' THE EOUIPMEtYT OR THIS LEASE (COLLECTfVELV "ASSIGNMENT"} WITHOUT OUR PRIOR WRfTTEN CONSENT. We may sell, assign or transfer all or any part of this Lease and/ar the Equipment without notice to you. You agree and agknowfedge that any assignment by us will net materially change your obligations hereunder. 5. Renewal. After the Initial Teem and assuming that no default has occurred and is continuing, you may renew the Lease for a renewal teem, and if you have net given us 90 days prior written notice of your intention to terminate the Lease you wilt be deemed to have entered into successive month-ta-month extensions of the Lease, in either case an the terms and eonditians hereof and at the same rental rates as the Initial Term with the exception that (i) any further renewal shaA be at our sole discretion, and (if) the right to renew shalt extend to the IntetlitinkT"" Control Center ar a postage meter, as applicable, Comprehensive Service Plan Agreement and kntelliLink Rate Download Agreement (with respect to the IntelliLink Control Center} ar Rating Software Agreement (with respect to postage metersl, if selected, at the then prevaRing rates. During any month-to-month extensions of the lease, you may elect (effective upon 90 days prier written natiee to us} to terminate the Lease. 6. Taxes. You agree to pay and indemnify us (and PCAN and Secap, if applicable} for all charges and taxes (municipal, provincial and federal) which may new ar hereafter be payable in relation to this Lease ar based an or measured by the lease transaction, payments, Equipment or Equipment location, referred to below (ether than taxes an or measured by our net lneame}, including taxes ><vhigh may be payable in eonnegtlon with the purchase of the Equipment at the end of the Lease (if appligablej. Yau agree to pay the applicable fee to cover our expenses associated with the administeatian, billing and tracking of such charges and taxes. 7. Liability. !N NO EVENT SHALL PCAN, SECAP OR SECAP FINANCE BE LIABLE OR RESPONSIBLE FOR ANY LOSS, DAMAGE {INCLUDING INCIDENTAL, CONSEf'3tiENT1AL, SPECIAL OR PUNITIVE DAMAGES} OR EXPENSE OF ANY KIND OR INJURIES TO YOU OR TO ANY THIRD PARTY CAUSED DIRECTLY OR INDIRECTLY BY THE EQUIPMENT OR ITS USE, EXCEPT AS PROVIDED FOR IN THE EOUIPMENT SERVICE AGREEMENT AND IN THE EOUIPMENT GUIDE. Yau agree to reimburse PCAN, ~- ; Se ap Finance far, and to defend PCAN, Seeap and Segap Finance against any casts, damages, ar liability arising out of the (ease, possession, use, eandition, return, or ; r 3 o tie Equipment rnc~ -.,,~o rr','V's. Secap's and Secap Finance's actual legal oasts on a so(igitar and client basis (ta the extent permitted by law}, but excluding those ails c room 'he gross negligence or ~: ''i r. r-° scanduet of PCAN, Secap ar Segap Finance. &. Late Payments, Returned ttems, and Other Charges. !f any payment under this Lease is not paid in full an ar before ifs due date, you will be charged, unless prahibl'r^^ h. ,I. ' cable law, the applicable av,;,,r+isirative fee assessed an delinquent accounts. Ybu also agree to pay interest on any payment delinquent under this Lease feam its due date ~ ~ Eut! at the lesser of 18°fr, per year ar the maximum rata allowed by law. Unless prohibited by applicable law, you agree to pay: (i) the applicable returned item fes for ea ~, pa,, ,,...'r-m, cheque or draft you give as payment in relation to this Lease which is returned unpaid far any reason; (ii} credit and filing fees as may ba assessed by us as a eesuit ' or. " approval process related to this Lease and arty gavernmantal ar other filings Belated hereto; and (iii) if you have any special invoicing requirements and we are able to age you, the agreed fee for such special requirements. The list of fees and charges. as may be amended from time to time, forms parts of this Lease. 9. DefautL Yau wAI be in immediate default without native under this Lease if: (a) you fait/ to remit any payment under this Lease when due ar if you breagh any other abligatioi ,-ter this Lease; (b} you become Insolvent, are liquidated, dissolve, stop doing business, or assign your rights or peoperty for the benefit of creditors; (c1 a petition is filed by or against you under any bankruptcy or insolvency law; or Qd) you are in default r.mder any other present or future agreement between you and us, or you and Segap ar PCAN ar any of our affiliates („Other Agreements"}. t Q. Remedies. If you are in default and the default continues for 1 Q days attar we demand, in writing, remedial of the default, we may at our option, do any or aI! of the fallowing: (a} gangal this Lease and any Other Agreements; (b) accelerate and require immediate payment, as liquidated damages, of al(Vease payments (lease payments are to be calculated by adding the then unpaid (ease payments pertaining to the Equipment for the remainder of the Initial Term or renewal thereof, as the case may be, each such (ease payment to be subject to a discount equa4 to interest at the rate of 6'?/a per annum on each lease payment calculated and compounded monthly aver the period commencing an the date of the aforesaid native and ending on the date on which such lease payment would have became due and payable under ttte terms hereof} and other sums due under this Lease or due under any Other Agreements, whether acgn3ed or due in the future, which liquidated damages shall conciusivaiy be deemed to be a genuine pre-estimate by the parties hereto of the damages suffered by us in the circumstances and net as a penalty; (a) require rehem of the Equipment; (d) require immediate payment, as compensation far your lettuce to return the Equipment and net as a penalty, of an amount equal to the remaining value of the Equipment at the end of the Initial Terrn, as determined by us irr our reasonable discretion, andlor (e) pursue any other remedy we rrray trays at law or in equity. You waive any notice of our repossession ar disposition of the Equipment- By repossessing the Equipment, wa da not waive our right to collect the balance due on the Lease, Yau shall pay aN our costs in enforcing our rights against you. including, without Vimdatian, legal fees ingurred by us on a solicitor and cNent basis (ta the extent permitted by applicable law) and cost and expenses associated with the sale, lease or other disposition of the Equipment. We reserve all of our rights against you even if we do not enfoece them at the time you default. All of cue rights and remedies gee cumulative and are not candiflaned upon your default continuing, 71. Equipment Use Information. You shall use the Equipment only for commercial, industrial and/or business purposes (the °Authanzed Uses"}. and not for any personal, family or t 3ur~haid purposes, or far fam~ing, ranching, feed-IOt. fishing oe athee related operations (the `Excluded Uses"). Should your txaposed use of tits Equipment change from an Authanzad Use to an Excluded Use, you will immediately notify Secap of the change and immediately repay all outstanding balances that you owe pursuant to the Lease, --~uipment Wan•anty. Yau shall use the Equipment only in the manner specified in the manuals and instructions covering the Equipment. Vou shall gomply with aVI laws and regulations rig to 4he Equipment. Yau will be given a Seeap Equipment Guide by Secap which will include Equipment wareanties, meter usage previsions, and IntelliLink~µ postage evidencing ~•nology provisions of appligablei. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR ~RPOSE. THE EQUIPMENT IS LEASED TO YOV ON AN "AS !S," "WHERE IS" BASIS AND "WITH ALL FAULTS". Please see paragraph 1 of the Secap Equipment Guide for additional warranty information. 13. Equipment Condition and Repairs. Vau shall, at your expense, keep the Equipment in good repair, condition and working order (excluding normal wear and tear). 14. Risk of Loss. You assume and agree to bear the entire risk of lass. theft. destruction ar ether irnpairrnent of the Equipment (excluding nam7al wear and Year} regardless of cause feoiiegtiveiy "Lass") Pram the date of shipment by Secap and for tYte entire term of this Lease:. No Lass shall relieve you of any of your obligations under this Lease. Vou shall immediately notify us in writing of the occurrence of any Lass. You shall, at your expense, keep the Equipr~ient ursured against toss for its full replacement value under a comprehensive policy of insurance or ether anangement satisfactory to us ("insurance"j. You or your agent must call us at t-866-695-3547 and provide us with such evidence. If you fail to provide such evidence, we may„ in our sole discretion, refrain from requiring evidence of Insurance and include the Equipment in our own risk management program (currently called VaiueMAX ~} and charge you a fee, which will be separately reflected as an additional charge on c>ur invoices to you. Before including the Equipment in the VaIueMAXr~ program and charging you the fee, we w1lf provide written notification reminding you of your obligations to insure the Equipment and provide evidence of hisurance. The notification may be included in a welcome letter containing other Secap information. if you do not respond with evidence of Insurance within the time specified in the notification, we may immediately include the Equipment in the VaIueMAX program. It we include the Equipment in our program and any loss, damage ar destruction to the Equipment occurs that does not result tram your gross negligence or willfu: r-'sconduct, we siyall (provided you are not in default under this Lease} repatr or replage the F_qu(pment and your Lease rbligations will remain unchanged. If tive are required to repair or r~^ -ree the Equipment under the terms of this paragraph and we tail to da so within 20 days from receipt of written notice of ttte Toss oe damaoe, you may terminate this Lease. Title to the original or any replacement Equipment will at all times remain with us. We will net be liable to you if we terminate the Va(ueMAX program. ?5. Computation of Payment; invoices. Yau aeknawiedge that the amount of each lease payment has been agreed upon ~n n~ ~.~ r- ~=,.:~ti2"~^n betw+"^n l"~ pn"*•r*s ^^~! "~a' '~~ underlying companenis of our lease pricing are propriaiary to us. By your exeautian of this Lease, you disglaim any inter ~ r: ~u~ 'ease T""- ' ., :~ hieh ~~mt ~" ~' rs may include, by illustration, but not be limited to, fees associated with shipping and handling, equipment purchasing and pier,.-up, support services, lease nrioination and other Ir ale or equipment related fees and expenses. and Wray also include amounts <:arried aver from or associated with a previous un-expired lease with us ar a ihird~party. The amou~'~~ s we IntelliLink"" Control Center;`Meter rental, Comprehensive Service Plan artdJar Rating SoftwaretJ payments ("Secap Payments") commence simultaneously with the beginning ^:" the, Inih.i' Term, and such payments are included in your Total Periodic Payment as an accammodatian to you and Secap, other fees, charges and taxes provided foe in this i_ease are not ins ' ~~ _: in your Total Periodic Payment wiN be separately itemized on your invoice. We may increase your Total Periodic Payment it any Secap Payment increases. 1&. Origination Fee. Unless prohibited by applicable law, and unless paid by you separately, acne-time tee to cover the origination, documentation, processing and certain other ~rrlrat costs associated with this tease is included as a capitalized amount in computing your Total Periodic Payment. 17. initial Lease Payment,. Upon our request, you shall pay your first Total Periodic Payment upon your execution of this lease. This payment shall be deemed to have been earned when we receive it and shall be applied immediately to your obligation to make your first Total Periodic Payment. 18. Customer Waivers. To the extent permitted by law, you waive any rights you now or latee may have under any statute or otherwise which requiee us to sail, (ease or otherwise a>e any Equipment to reduce our damages, including our realization of the remaining value of the Equipment, ar which may otherwise limit or modrfy any of our rights or eer~e<ilr,, 7rrd you release and waive any and all rights and benefits and the protection that may be available to you with respect to this lease or any agreement or instrument renewing. ~rrerrl ng or extending this Lease, pursuant to Sections i t and 43{15) of the Personal Property Security Act in British Gohrmbia, the Urnrtatian of Civil Rights Aet in Saskatchewan, c~, ,,, ~~ 43{1 i) of the Personal Property Security Act in Alberta, and the provisions of the Civil Code relating to the leasing or hiring of things in Quebec, as the said Sections, Acts or `.- ori~ may from time to time be amended or replaced. You agree that the rights acrd remedies under Personal Property Security legislation da not appEy to this Lease. YOU AND WE HEREBY WAIVE AMY RIGHT TO TRIAL BY JURY IN ANY ACTION RELATED TO OR ARISING OUT OF THtS LEASE. 19. Credit Irttormatian, Upon request, you agree to furrnsh us with current financial information about you. Your execution of this Lease signifies that you authorize us to eeoeive from and exchange credit and other information eonceming your affairs with others, including financial institutions, credit reporting agencies, credit bureaus and persons with whom you may have financial dealings. We wiA not be liable or responsible in any way in connection with any such credit reporting. 20. Survivability. Your obligations under Section 2 {lease reinstatement}, Section 6 (taxes}, Section 7 {liability} and Section 1 Q (remedies} survive termination or cancellation of this Lease. 2t. Governing law. This Lease will be governed by and construed in accordance with the laws in effect from time to time in the Province or Territory wherein the Equipment is to be located according to the terms hereof and the laws of Canada applicable therein. 22. language. The parties agree that this agreement and atI documents used in connection therewith will be in the English language. Les parties aux presentee eanviennent qua la presence entente at tous lee documents relatifs aux presentee soient rediges en anglais. 23. Misceitaneaus. Any written notice or demand or other not cation (collectively, a "Notice"} by us to you will be deemed to have been reaeiued by you at the time we p'oce suer? Nr~- ce into the mail or otherwise present ct to you. If more than one t_essee is named in this Lease, liability wql tae joint and several. Yau represent that you may Iawfutly enter into, a~--'perform, this Lease and that the individuals signing this Lease on your behalf have all necessary authortty. This Lease, the Equipment Service Agreement and the Equipment Guide constitute the entire agreement between the parties as to the subjects addressed in this Lease and representations or statements, both oral and written, including purchase orders, not included herein ar therein are not binding on the parties. By executing page one, you agree to furnish current financial information about you which we may eeq~rest now and in the future. in addition, any principal, owner, officer or guarantor signing an page one ar an any documents executed in connection herewith agrees to furnish financial and other information we may request now and in the future including his ar her social insurance number; and authorizes us to obtain one ar mare consumer credit reports an him or her in connection herewith and any credit extended as a result hereof. YOU AGREE THAT AN EXECUTED COPY OF THIS LEASE BEARING OUR STAMPED SIGNATURE AND YOUR SIGNATURE (AN ORIGINAL MANUAL SIGNATURE OR SUCH SIGNATURE REPRODUCED BY MEANS OF A RELkABLE ELEGTRONIG FORM, SUCH AS PHOTOCOPY, FACSIMILE OR ELEGTRONiG SIGNATURE) MAY BE MARKED "ORIGINAL"' BY US AND SHALL CONSTITUTE THE ONLY ORIGINAL DOCUMENT FOR ALL PURPOSES. All OTHER COPIES SHALL BE DUPLICATES. TO SHE EXTENT THIS LEASE CONSTITUTES CHATTEL PAPER G0.S DEFINED IN THE APPLICAaLE PERSONAL PROPERTY SECURITY IEGtStATION), NO SEGURtTY INTEREST IN THIS LEASE MAY BE CREATED EXCEPT BY THE POSSESSION OR TRANSFER OF THE COPY MARKED "ORiGiNAI" BY US. THIS LEASE MAY NOT BE AMENDED OR SUPPLEMENTED EXCEPT iN A WRITTEN AGREEMENT SIGNED 8Y THE PARTIES AND NO PROVISIONS GAN BE WAIVED EXCEPT BY OUR WRITTEN CONSENT. Our acceptance of any payment or cheque offered by you as a settlement, or an aacard and saUsfact' -'~ shsa.' not constitute a waiver ei our rights, or an accord and satisfaction, unless aecampanied by a separate agreement executed by bath parties. COMPREHENSIVE SERVICE PLAN {CSP} AGREEMENT If your lease ("Lease") with Secap Finance {"Secap Finance") a division of PCAN Mailing Solutions Ina ("PCAN"), includes a comprehensive service plan with Secap, which is aisa a division of PCAN, in the Total Periodic Payment (as defined in the Lease} that you are required to pay pursuant to the Lease, then you authorize us, Secap Finance, to pay Secap on a non-aaneellabie basis (except as provided bebw) the amount of the service fees due to Secap an your behalf, and Secap will provide you with maintenance and emergency repair services for covered Equipment (as defined in the Lease) (excluding software) for the term of the Lease. To obtain service or emergency repair you must contact Secap during its normal working hours {8:30am - 4;45pm). Secap may service your Equipment by {a) replacement with new, reconditioned or remanufactured equipment, depending upon the age of the Equipment and the nature of the performance problem, or {b) on-site service, remote diagnostics or off-site service, including new (ar equivalent to new) parts and assemblies replacement needed due to normal wear. There will be no haueiy charges for onsite service unless performed outside the working hours set Earth above. Consumable supplies and (abet printer printerheads for certain models may be provided at additional charge. This agreement excludes service and repairs that are made necessary due to negligence or accident, usage which exceeds manufacturer's recommended usage, damage in transit, virus contamination and Toss of data, misuse or abuse, external forces, floss of power, power fluctuation, operator error, casualty (such as fire, flood, or other natural causes}, sabotage, repair or attempted repair by anyone other than Secap or the use of supplies net meeting Secap specifications. Secap may change the services, the terms pursuant to which the services are provided to you ar terminate such services, upon written notice to you. [In the event such change substantially reduces your ability to receive services, you may terminate the maintenance portion of your lease upon 30 days written notice to Secap to: Secap Finance at P.O. Box 68, Orangeviite, ON L9W 2Z5.j If your Equipment is regularly operated more than one 8-hour shift per day, 5 days per week, a surcharge will be added to your tees paid hereunder Secap reserves the right not to renew this agreement for any reason. If you replace the Equipment covered by this agreement, your coverage wilt remain in effect on the replacement Secap equipment {if the equipment quantifies) at Secap's then current fees for the replacement equipment. Secap shall net be held responsitafe or incur any liability for any delay or failure in performance of any part of this agreement to the extent that such delay ar failure results from causes beyond its control, including but not limited to fire, flood, explosion, war, terrorism, labour dispute, embargo, government requirement, civil ar military authority, natural disasters, ar ether similar types of situations. Secap warrants the services hereunder will be performed in a professional and workperson like manner Except far the preceding statement, Secap makes no wananty, express or implied, regarding the services performed hereunder. LIMtTATtON OF LIABILITY IN NO EVENT SHALL SECAP NAVE ANY LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. SEGAP'S LIAB(L1TY ARISING OUT OF WHATEVER CAUSE SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO SECAP FOR SERVICE OVER THE PREVIOUS 12 MONTHS. POSTAGE BY PHONE TM AGREEMENT ~ The Royal Bank of Canada or other Canadian chartered bank (the "Bank"j designated by Secap Finance ("Secap Finance", "we", "us" or "our"j, a division of PCAN Mailing Solutions ("PCAN"), will maintain a pooled account designated "Postage By Phone T"' Account", and hereby offers to accept for deposit in the Postage By Phone'"' Account cheques drawn anadian financial institutions or wire transfers of funds from time to time issued ar made by or an behalf of any party who is party to an agreement with us. Your acceptance of offer and of the temps and conditions set out taebw will be evidenced by the issue of a cheque or wire transfer of funds for depasft in the Postage By PhoneTt" Account for the ~r,xfit of your account. You irrevocably authorize us to designate an agent {the "Designated Agent") from time to time to da anything that we ourselves may do with respect to the this Postage By PhoneT"' Agreement and agree that the Bank may rely fully upon instructions of such Designated Agent. 2 Cheques issued for deposit in the Postage By PhoneT"' Account shall be expressed to be paid to the Postage By PhoneT"" System and shall be mailed to Box 1040, Postal Station "A", Taranto, Ontario M5W 3C8. Wire transfers of funds shall be sent to the Bank's Branch at iQ90 Don MiIIs Raad, North York, Ontario and shalt be designated as being far credit of the Postage By Phone"" System. The proceeds of aI1 such cheques and wire transfers of funds received by the Bank will be deposited by the Bank in the Postage By Phone'"' Account for the credit of your account. 3. The Bank is irrevocably authorized to accept from us or our Designated Agent and is directed to act in accordance with instructions as to the payment of monies out of the Postage By PhoneT"" Account as provided below. The Bank is further authorized to permit Canada Post Corporation and its agents and employees to have access to the records maintained by us and the Bank in relation to the Postage By Phane~"" Account. Our authority ar that of our Designated Agent to instruct the Bank as to payments trnm time to tune out of the Postage By PhoneT"' Account will be restricted to the following directions: (a) a direction to make payment of a specific amount to Canada Post (a "Postage Payment Direction"); {b) a direction to transfer a specific amount from the funds in the Postage By PhoneT"' Account credited to your account to Secap Finance as payment tow~.trds your outstanding balance under the PitneyWarksTM program (a "PitneyWorks Directioo"); (e) a direction to make payment of a specified amount to the customer named in such direction (a "Refund Direction"); and (d) a direction to withdraw and place in safekeeping with the Bank a specified amount of funds from rho Pasta a By F~~ r^~'"' Account in Canadian dollar ab:igations of the Bank ar Canadian dollar obligations of guaranteed by ar secured by the Government of Canada as specified from time to time f . us ar by our Designated Agent and to return such specified amount to the Postage By Phone'^" Account upon maturity of the instrument {ar, "Investment Direction"). We a fur r :' r r;hail aisa have the authority to fnsteuct the Bank to withdraw any incorrect or unfunded deposits made to the Postage By Phone"` Ac;caunt. Any of the abcv ~ ach foam and given in such manner as may be agreed upon between us or our Designated Agent and the Bank from time tc time. Yau ,hall not be entitled t w r ar t : i, posit in the Postage By Phane~'~ Account or to issue any cheque ar other order for the payment of any monies out of the Postage By Phone~'''^ Account, and, other th;; i a v.~;hdrawal of incorrect or unfunded deposits, the Bank's only authority for the payment of monies out of the Postage By Phane'~' Account wi0 be a Postage Payment Dirac ar,, a PitneyWorks Direction, a Refund Direction or an Upon receipt of each cheque or wire transfer of funds tar deposit to the Postage By PhaneT"' Account, the Bank will advise us of the amount thereof arxt wit! provide dentitymg information in respect of your account. We wilt maintain on behalf of the Bank in respect of each customer a record of deposits by and payments for or on account of such ;:ustorner. We hereby appoint the Designated Agent of the Bank for this purpose and you acknowledge that, as compensation far the performance of such services, we shalt be entitled to receive all interest, income and other funds accruing on funds deposited in or held for the credit of the Postage By Phone T°" Account as fees for service directly from the Bank, The Bank wilt maintain records or computer files in respect of the Postage By PhaneT"" Account showing dates and amounts of deposits to and payments out of the Postage By Phone'"' Account and the current balance in the Postage By PharteT"" Account from time to time. Such records or computer fifes will be maintained by the Bank only in respeot of the aggregate of deposits to and payments out of the Postage By PhoneT"" Account, and for the purpose of maintaining such accords and computer fifes the Bank will be errtitted to consult and rely upon the records maintained by us. The Bank will clot be responsible for any toss ar damage insured or suffered by you as a result of the operation of the Postage By PhoneT"" Account in accordance with the foregoing terns and conditions w resulting either directly ar indirectly from any cause beyond the control of the Bank or within our control. The Bank will not look to you for payment in respect of services or expenses performed or incurred by the Bank in connection with the operation of the Postage By Phanet"' Account. You will not be entitled to any interest income or other funds accruing on funds deposited in or held for the credit of the Postage By PhoneT"' Account. Notwithstanding anything to the eontraey in this contract, the temns and corrdftions of the operation of the Postage By Phoner"' Account may be amended by written notice given by the Bank to you provided that na such arrangement shall be effective with respect to any deposit in the Postage By PhaneT"' Account made by you prior to the effective data of such notice and provided further that na such amendment shalt 9n any way confer upon you any beneficial interest in ar claim upon any of the monies at any time an deposit in the Postage By PhaneT"' Account. Any such amendment wilt be effective ten (10) days following the sendirug of the notice to you by the Bank. PITNEYWORKST"' TERMS AND CdNDIT14NS As an existing customer of Secap Finance ("Secap Finance"), a division at PLAN Mailing Solutions Inc. {°PCAN"), you are enrolled automatically in the Pitnev~^dorksT"' program, The PitneyWorksr"" program is operated by Secap Finance acrd allows you ar an employee or agent of yours with express, implied or apparent authority (an "authorized user"'} to order meter resets and other products and services Secap Finance ar Secap, also a division of PCAN, may offer an the terms and conditions set out herein. Your execution of the master agreement, to which these PitneyWorksrE? Terms and Conditions relate, signifies your acceptance of these PitneyWorks'"" Terms and Conditions. 1. HOW THE PROGRAM WORKS. Secap Finance may honour requests by authorized users and you agree to be Nabte far alt such meter resets, products and services p'o'i ~ded upon the request of an authorized user until Secap Finance receives written notice from you revoking the authority of that authorized user Pft€aeyWodesT"" is not available to ind~v~d~.,ats for personal. family or household purposes, or to individuals or businesses that conduct farming, ranching, feed-lot, fishing, ar other related types of operations. Each time a meter reset, office supply, ar other products and services are ordered by you w an authorized user, your PitneyWorksT"~ account {"Recount") will be actor-ta?~ca'iv crargc~ fo€ the total amount of all such meter resets and other products and services so ordered, as welt as alt applicable fees and charges due hereunda€. When you order a meter reset. cry funds an deposit in the Postage By Phane~"' Aoeaunt credfted to your account wilt be automatically withdrawn to cover payment of the amount of postaage wh~ah ,ou des,re to be reset In accordance with the provisions of your Postage By Phone'"' Agreement. tf you have insufficient funds on depasft in the Postage By PhoneT"' Aecour t cred~terr to pour account, the amount due foe postage settings, 4ess the amount of funds on deposit, will be automatically charged to your Account. Yau also agree to pay a transaction tae for the Pitney WorfcsT"' service. This transaction fee is in addition to the meter reset fee, if any, which you pay under the Postage By Phonet"" program and wiN be established by Secap Finance and may be changed by Secap Finance from time to time in its sate discretion. A list of the fees and charges applicable to your Account wilt be included in the PitneyWorksT" welcome letter that will be provided to you before you gain access to the PitneyWorksT"' program, and this fist wit! form part of these PftneyWarksTM Terms and Conditions. You will receive a bitting statement for each billing cycle in which you have any activity on your Account. A bitting statement will not be issued in any billing cycle in which there is no activity on your Account, ar in which the outstanding balance or credit to your Account is Tess than $5.00, or in which the only activity on the billing statement is a customer service adjustment such as a fee reversal. If you request to have a copy of a billing statement that was issued to you reprinted, or if you request to have a copy at a bitting statement printed for a bitting cycle in which a bitting statement was not issued far your Account, you will be charged $5.00 per copy that you Bequest. You agree to review each billing statement you receive and to notify us within thirty (30} days of the billing statement date of any errors on the billing statement or it wilt be deemed coreat. 2. PAYMENT TERMS. Payments are due by the due date shown on your billing statement. Each payment that you make wilt be applied first against any accrued interest and default charges (defined in section 3}, second against any fees incurred, including, without fimitatian, transaction fees and statement rear ~t `y=es, thirdly against any previously unpaid balances that remain outstanding on your Account, and finally against the balance owed an products and serriees ordered and transact cm fees incurred during the current billing cycle that do not yet appear on your brtling statement. This paragraph applies only to customers who reside in the Province of Quebec and who are not corparatians. If you are a resident of the Province of Quebec and you are not a corporation, then you must pay the entire balance due by the due date shown on your billing statement, notwithstanding the fact that a minimum payment may appeae on your billing statement. Whenever there is an unpaid balance outstanding on your Account which Is not paid in full by the due date shown on your bitting statement, Secap Finance wilt make an advance ("Advance") to you far the amount of the unpaid batanee. Secap Finance wilt assign a credit limit to your Account and may change your credit limit at any time. Secap Finance may refuse to honour an Advance if the amount of a requested Advance, plus your existing unpaid balance, exceeds youe credit Limit. Secap Finance wilt charge you, and you agree to pay, interest an alt Advances based on the average laity balance of Advances outstanding in each billing cycle from the date the transaction is pasted to your Account until the date the Advance is paid. Previously accrued unpaid interest, default charges and transaction fees will be added to the outstanding balance of unpaid Advances an the due date shown an your billing statement if they are not paid by that date and such unpaid balance will thereafter be treated as part of the Advance. The interest rate applicable to Advances is 1.575% per month (18.9% annuaNy}, This paragraph applies to alt customers who reside in any Canadian province or terrftory other than the Province of Quebec, and also to customers castling in the Province of Quebec who are corporations. ff you choose not to pay the entire batanee due by the due date shown on your billing statement, you may pay a portion of the batanee by the due date, provided that you pay at least the minimum payment shown an the bitting statement (currently 5°%c of the outstanding balance with a minimum payment of $10.00, or the entire batanee if it is less than $10.00}. Whenever there is an unpaid balance outstanding on your Account far products and services ordered. which is not paid in toil by the due date shown on your billing statement, Secap Finance will make an advance ("'Advance") to you for the amount of the unpaid balance, which Advance will be deemed to have been made on the date the products and services for which payment has not been made were delivered. Secap Finance will assign a credit limit to your Account and may change your credit limit at any time. Secap Finance may refuse to make an Advance if the amount of such Advance, plus your existing unpaid batanee, exceeds your credit Limit. Secap Finance will charge you, and you agree to pay, interest on alt Advances based on the average daily balance of Advances outstanding in each bitting cycle from the date the Advances were deemed to have been made until ail Advances are repaid. Previor,isly accrued unpaid interest default charges and transaction fees will be added to the autsianding balance of unpaid Advances on the due date shown on your billing statement if they are not paid by that date and such unpaid balance will thereafter be treated as part of the Advance. The interest rate applicable to Advances is 1.575% per month (18.9°/a annuatly). ? DEFAULT CHARGES. Unless prohibited by applicable law, you agree to pay: {i} a fate charge of $15.00 if you have not paid the amourts you owe hereunder by the due date shown .our billing statement; {ii) a fee of $407.00 far any payment item, cheque or draft you give in payment of your Account which is returned unpaid for any reason; and (iii} a fee of 00 if you exceed your credit limit. COUNT CANCELLATION AND SUSPENSION. Secap Finance may at any time close or suspend your Account or temporarily refuse to allow new Advances. You can cancel your Recount by notifying Secap Finance in writing. No cancellation or suspension will affect your obligation to pay any amounts you owe hereunde€. 5. EVENTS OF DEFAULT. You will be in default hereunder if you fail to make a payment when due or fait to comply with any other terms of this agreement or any other agreement between you and Secap Finance, Secap. PCAN or any affiliates. If you are in default or upon cancellation of your Account, whether such cancellation was made by you or by Secap Finance. Secap Finance will not be abVigated to provide the PitneyWarksT"' service ar make any new Advances and may demand immediate payment of the entire amount you awe hereunder, plus interest on the amount in default at the rate permitted under section 2 hereof. You agree to pay aA costs and expenses that Secap Finance may incur in order to collect any amounts you owe hereunder, including Secap Finance's Legal costs on a soiicitar and client basis. 6. AMENDMENTS TO TWS AGREEMENT. Secap Finance may amend this agreement or any of its provisions at any time upon ten (10} days` written notice to you. Any amendment wilt become effective on the date stated in the notice and will apply to any outstanding balance on your Account. Secap Finance may terminate PitneyWorks~"' at any time. Secap Finance vrilt notify you in the event of any termination. Any outstanding obligation con your part will survive termination of this agreement. 7 MISCELLANEOUS. Secap Finance may accept late payments, partial payments or cheques. drafts and money orders marked "payment in full", without losing any of its rights hereunder. Secap Finance may choose not to exercise ar to delay enforcement of any of its rights hereunder without losing them. Secap Finance may assign your Account and this agreement and its rights and obligations under this agreement to a third ;Deny. You may not assign this agreement. If any provision of this agreement is held invalid or unenforceable, ail other provisions will remain in full force and effect This agreement wit! be governed by and construed in accordance with the laws in effect from time to time in the Province of Ontario and the Taws of Canada applicable therein. It is agreed that ail documents, including this document, sent by facsimile or other means of eleatronie transmission to the other party wiN be considered to be original documents. 8. CREDtT INFORMATION. Upon request. you agree to furnish Secap Finance with current financial information about you. Yc ~ F ,;~ .>f these terms and conditions signifies that you authorize Secap Finance to receive from and exchange credit and other information concerning your affairs with others, cctuding financial institutions, credit reporting agencies, credit bureaus and persons with wham you may have financial dealings. Secap Finance will not be liable or responslbte in any way in eonnectian with any such credit reporting. SECAP EQUIPMENT GUIDE EFMiTiONS. "Secap" means Seaap, a division of PCAN Mailing Saiutions Inc. {"PLAN"}. "Secap Finance" means Secap Finance, also a division of PCAN. "Party" shall mean each of ecap, Seaap Finance or you. "You" and "Your" means the customer. WARRANTY. t. Warranty. Secap Equipment {hereinafter "Equipment") and Rating Softwarec9 are warranted by Seaap to t>e free from detects in material and work^~an^h+p and to ~itr+rn, according to their sped#ications for 90 days from the date of installation. It a defect in material or workmanship ar a facture to perform within speeiffoatians occurs :. ' ,~r t?~e first 90 daYS after installation, Secap, during normal business hours, witl repair it or, at its option, replace it at no charge. A "defect" does nai include the `.,~~+~re n{ rrt~ t a A~! to a Rate Update (as defined below) to conform to pubBShed rates as a result of carrier rate changes. Tire performance of services by Secap shale( be IC:aA n ,j p~ e _ru,~ end warkperson tike manner There is no warranty far services and repairs that are made necessary due to negligence or accident, misuse, usage which ~~; e„+1s ,'nc?urer s recommended usage, damage in transit, vints contamination or Ions of data, misuse or abuse, external farces, foss of power, power fluctuation, ape~~tnr error ;<. ~ucn ,s fire, flood, or other natural causes), sabotage, repair or attempted repair by anyone other than Seaap or the use of supplies not meeting Seca{% spe;,.,ticat ons ' rF .~„err ar+r; , not cover consumable parts or supplies, including, without (imitation, belts, ink, ink rollers, sealer and moistener brushes, bulbs, (efts and sponges nr fox parts ,born rnii ri - r extraordinary use of the Equipment. No warranty is provided by Seaap ar Secap Finance or PCAN for equipment that is Eeased by Seaap Finance to , au that is not me pro'. ty of .`,+•c rp Finance, Secap or any division ar affiliate of Secap, including, without limitation, the inteBfLinkT"' Control Centre. 2. Disc a mer. EXCEPT AS STATED ABOVE, Seaap MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLEED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE Et3UiPMEN7 !S LEASED TQ YOU ON AN "AS iS," "WHERE IS" BASIS AND "WITN At_L FAULTS". EN NO EVENT SNALL Secap OR SECAP FINANCE OR PCAN BE LIABLE OR RESPONSIBLE FOR ANY LOSS, DAMAGE {kNCLUDING INGIDENTAi, CQNSEQUENTIAL, SPECfAi OR PUNITIVE DAMAGES} OR EXPENSE OF ANY KIND OR iNJURtES TO YOU OR TO ANY THIRD PARTY CAUSED DfRECTLY OR iNDiRECTLY BY THE EQUIPMENT OR ITS USE EXCEPT ~S PROVfDED HERETO!. Secap Finance HEREBY ASSIGNS TO YOU RND YOU ARE ENTITLED TO RNY PROMISES AND WARRANTY RIGHTS Secap Finance HAS OBTAlNEO FnOM Ser•ar+ INTELULINKT"' SUBSCRIPT1ONfMETER RENTAL. Pursuant to Canada Past Corparatian {"CPC"} regulations, Pftney Bowes of Canada Ltd {the ^ a~~_:`:c~urery i r o..+° fne IntelliLinkr"" Cantrot Center or Meter, and you may rent and use it sole9y for the purpose of proae~sing your mock, proufdeci that you have a valid GPC r-Nter ~c:.~+~se a :. r~ c,~Y with (il these provisions and (ii) a!( applicable CPG regulations. The initial teem of use and rental shall be aotemrinous with your Lease €"Initial Tem - a^,i ;c ~; r~ d the subscription arxi}or rents! fees set forth in your Lease. After termination, You must return the Inte(iiLink'"' Cantrot Center or Meter to Secap in the same n<:~t~or' ss ; ou mcen - reasanabie wear and tear excepted. After the Initial Tem7, the use and rental provided for herein may be cancelled by either party upon 30 days prior wrrtten nonce 'Your su:~scr- r and~or canto! fees will not ba increased during the initial Term. After the (nitiai Term, Secap may Increase the subscription andlw rental fees upon 30 days prior ~~ rat?en nef,ce ono. _'~ f na notice will be given if such increase is being offset by a coreesponding reduction in your (ease payment. When you receive notice of an increase, you ma, te;rrt'ina'e 'h.s ..se ar..i rental as of the date the increase becomes effective. Your IntailiLink£"' Cantrot Center andlor Meter may require periodic rate information updates that you can obta.~ ~ u r~er cur Rating SaftwareEJ program or you will receive individual rate updates as a separate charge. Secap reserves the eight to recover ar d'rsabfe Ilene IntalfiLinkT'^ Control Garter cr h^.e>er and/or terminate this use and rental at any time and for any reason. Tampering with or misusing the InteiiiLinkT"! Control Center ar Meier is a viaVatfon of federal law. You mus' use only attachments ar printing devices authorized by Secap and only supplies meeting Secap's specifications. Consumable supplies and postage are your responsibriity. Seaap and CPC reserve the right. to examine the InteiliLinkTTM Control Center ar Meter, by physical ar remote inspection. You will notify Secap pricer to moving the EntefiiLinkT"' Conteof Center or Meter to a different location. In order to obtain postage, InteAiLinkT'" Gantrol Center ar Meter, you must contact Secap Finance's POSTAGE BY PHONEt~ data cer~tr~r. Postage ne' !i fames, i# anY, will not increase during the Initial Tenn, but thereafter eefil! fees may be [ncreased upon 30 days prior written notice. If you participate in any Secap, S~~:ao ninan~e andlor PitneyWarksC~ postage advance programs, payment will be advanced on Your behalf to CPC, subject to repayment by you under the terms and candit+o+~s `the np~; cab,e postage advance program and billed separately from your Periodic Lease Payment {as defined in the Lease Agreement). Refunds of unused postage, If any, wiE! be n:~"c r; r CPG ~n a~coedance with then current CPG regulations. Your download of postage after receipt of these terms shall be deemed your acceptance. RATING SOFTWARE SubscriptionlRate UPDATES. if the Lease includes a Rating SoftwareC~7 subscription, Sec:ap will provide up to 6 rate updates {each a "Rate Update", :o''+~:'` "Rate Updates"} during each 12 month period fallowing the date of installation of the applicable Equipment. Seaap will provide each Rate Update only if required du t~ : coos d carrier change in rate, service, pastas code ar zone change. Your Rating SoftwareC~? subscription does not cover anY change in rates due to custom rate char g~ ,r"es of carrier service or a change in postal code due to Equipment relocation. If your order does not include a Rating Softwareck7 subscription or if you have received the m<. ,~- • ,a r h+=r of Rate Updates under your Rating Saftware~? subscription, Secap wiii supply automatically Rate Updates at the then-current list price. There will be no charge fa 3 F i'cxtates supplied within 90 days after the applicable Equipment is first instaNed. If you do not accept a Rate Update you must contact Secap within 30 days of your receipt of the Rt t;= Update.