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Home My WebLink AboutC35470 Assignment from MailFinance to QuadientContract No. C35470 STAFF REPORT CITY OF PALM DESERT CITY CLERK DEPARTMENT MEETING DATE: September 24, 2020 PREPARED BY: M. Gloria Sanchez, Acting Deputy City Clerk REQUEST: Approve the Consent to Assignment Agreement for Contract No. C35470 from MailFinance Inc. to Quadient Leasing USA, Inc. for the Lease of a NeoPost IN-700 Mailing System. Recommendation By Minute Motion, approve the Consent to Assignment Agreement for Contract No. C35470 from MailFinance Inc. to Quadient Leasing USA, Inc. for the lease of a NeoPost IN-700 Mailing System. Strateaic Plan Obiective Although this item is not addressed in the strategic plan, it is essential to many projects and services performed by the City. Backaround Analvsis At its regular meeting of July 14, 2016, the City Council authorized staff to finalize negotiation and execute a 60-month Lease Agreement for a Neopost IN-700 Mailing System for the City of Palm Desert. Effective February 24, 2020, MailFinance Inc. ("Assignor") changed its name to Quadient Leasing USA, Inc. (Assignee"). The assignment of the contract allows for regular payments to the vendor under its new business name. With this report staff is requesting that the City Council approve the assignment of Contract No. C35470 to Quadient Leasing USA, Inc. There are no changes to the term of the contract, solely a change of vendor name from Assignor to Assignee. Fiscal Analvsis No fiscal impact associated with this action. September 24, 2020 - Staff Report Approve Assignment for Contract No. C35470 Page 2of2 LEGAL REVIEW DEPT. REVIEW BH glr Robert W. Hargreaves Grace L. Rocha City Attorney Acting City Clerk Interim City Manager, Rao 6"den VENDOR: Quadient Leasing USA, Inc. 478 Wheelers Farms Road Milford, Connecticut 06461 FINANCIAL REVIEW ASSISTANT CITY MANAGER Janet M. Moore Director of Finance ATTACHMENTS: Consent to Assignment Agreement Quadient Notification of Name Change Letter Contract No. C35470 - MailFinance N/A Andy Firestine Assistant City Manager CITY OF PALM DESERT CONSENT TO ASSIGNMENT AGREEMENT FOR THE GOVERNMENT PRODUCT LEASE AGREEMENT CONTRACT NO. C35470 BETWEEN THE CITY OF PALM DESERT AND MAILFINANCE This Consent to Assignment Agreement ("Assignment Agreement") is entered into this day of September, 2020, by and between the City of Palm Desert ("City"), MailFinance Inc., a Corporation with its principal place of business at 478 Wheelers Farms Rd., Milford, CT 06461 ("Assignor"), and Quadient Leasing USA, Inc., a Corporation with its principal place of business at 478 Wheelers Farms Rd., Milford, CT 06461 ("Assignee"). City, Assignor and Assignee are sometimes hereinafter individually referred to as a "Party" and/or collectively referred to as the "Parties." RECITALS A. City and Assignor entered into a Government Product Lease Agreement dated July 29, 2016 Contract No. C35470 ("Contract"). The Contract is hereby incorporated herein by reference into this Assignment Agreement; B. Effective February 24, 2020, Assignor changed its name to Quadient Leasing USA, Inc.; C. Assignor now desires to assign to Assignee all of its rights, title, interest, duties, obligations, and liabilities in, to, and under the Contract ("Assignment"). NOW THEREFORE, in consideration of the foregoing and the mutual covenants and conditions contained herein, the Parties hereto agree as follows: AGREEMENT 1. Incorporation of Recitals. The foregoing Recitals are hereby incorporated by this reference as though fully set forth at length herein. 2. Representations and Warranties. Assignor and Assignee jointly represent and warrant to the City: (a) That Assignee is an organization in good standing and validly existing under the laws of the State of California. (b) That the execution, delivery and performance of the Contract by Assignee have been duly authorized. 3. Assumption. Assignee expressly assumes, acknowledges and agrees for the benefit of City to be bound by, and to perform and comply with, every obligation of Assignor under the Contract. City shall have the same rights and remedies as against the Assignee as City under the terms and provisions of the Contract has against Assignor with the same force and effect as though every such duty, obligation, responsibility, right or remedy were set forth herein in full. 4. Agreement documents. All documents required by the Contract shall be updated with Assignee's legal name and provided promptly to City. These updated documents shall be incorporated into the Contract. 5. Ability to Perform. Assignee hereby represents and warrants that it is able to fully perform any and all duties, obligations, covenants, promises, and liabilities as they may exist under the Contract. 6. Consent of Citv. City acknowledges and hereby consents to the foregoing assignment of rights and interests and the assumption of obligations under the Contract. 7. Subseauent Assignments. This Assignment Agreement does not constitute a consent to any subsequent assignment and does not relieve Assignee or any person claiming under or through Assignee of the obligation to obtain the consent of City under the Contract to any future assignment. 8. Effect of Execution. Assignee's execution of this Assignment Agreement shall be deemed an execution by Assignee of the Contract. Upon execution of this Assignment Agreement, Assignee shall be deemed a signatory and party to the Contract as if Assignee had directly executed the Contract. Assignee agrees to be firmly bound by all covenants, obligations and conditions of the Contract by its execution hereunder. 9. General Provisions. This Assignment Agreement shall be governed and construed in accordance with the laws of the State of California. Venue shall be in Riverside County, California. This Assignment Agreement constitutes the entire agreement between the Parties with respect to the assignment and the assumption of the Contract, and supersedes all prior agreements and understandings between the Parties with respect thereto. Except as explicitly stated in this Assignment Agreement, nothing contained in this Assignment Agreement will be deemed or construed to modify, waive, impair, or affect any of the covenants, agreements, terms, provisions, or conditions contained in the Contract. Each of the Parties hereto represents to the other Parties that (a) it has the requisite power and authority to execute, deliver and perform this Assignment Agreement; (b) the execution, delivery and performance of this Assignment Agreement by it have been duly authorized by all necessary corporate or other actions; (c) it has duly and validly executed and delivered this Assignment Agreement; and (d) this Assignment Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms. This Assignment Agreement may be executed in one or more counterparts, each of which when so executed will be deemed to be an original. SIGNATURE PAGE FOR CONSENT TO ASSIGNMENT AGREEMENT FOR THE GOVERNMENT PRODUCT LEASE AGREEMENT CONTRACT NO. C35470 BETWEEN THE CITY OF PALM DESERT AND MAILFINANCE IN WITNESS WHEREOF, the Parties have executed this Assignment Agreement as of the date set forth above. CITY OF PALM DESERT 93 Lauri Aylaian City Manager ATTEST: Ln City Clerk APPROVED AS TO FORM: By: City Attorney IIn MAILFINANCE, INC. By: Its: Printed Name: By: Its: Printed Name: QUADIENT LEASING USA, INC. Its: Printed Name: By: Its: Printed Name: -3- quaSent Because connections matter. Neopost is now Quadient Dear Customer, Today, every business transaction from mail to e-commerce - is an opportunity to make a meaningful connection. To make an impact on someone's life. To turn a customer into an advocate. As of February 24, 2020, Neopost has rebranded to Quadient. This change signifies the unification of our global organization around a cornmon purpose, focusing on the future and our customers. Quadient. is the driving force behind the world's most meaningful customer experiences. By focusing on tour key solution areas including CUStOrner Experience Management, Business Process Autornation, Mail -Related Solution,, and Parcel Locker Solutions, Quadient helps simplify the connection between people and what matters. Under this newly structured organization, we continue our commitment to delivering exceptional experwr,re—, to our clients and their custorers. As part of this evolution, our company name has changed from "Mail Finance Inc." to "Quadient Leasing USA, Inc." You will find a W-9 for Quadient Leasing USA, Inc. included with this note for your convenience. Please remember to update your records accordingly and address all future business correspondence to our new company name. All purchase orders from this point forward .should use our new name. Other than the company name, all other details, including current contracts and existing agreements, remain unchanged. It you have any questions regarding your account, visit us at www myquadient.com or ch,,it. with us at www.quadient.com. For more information visit: www.quadierit.c:om/connections. Thank you for your business and continued loyalty Sincerely, Alain Fairise President and COO, North America 4•�.di:�nl, Inc. 1475, Whi,elrr, Farms Rd., Milfora, CT Q646] I www cjo Ai()l COM, State of Delaware Secretan, of State Division of Corporations Delh-ered 10:20 AM 02120@020 FILED 10:20 AM 02/2012020 SR 20201291639 - FileNumber 4124052 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF MAILROOM FINANCE, INC. MAILROOM FINANCE, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY: I . This Certificate of Amendment amends the Certificate of Incorporation of the Corporation (the "Certificate of Incorporation"), by amending Section 1 to change the name of the Corporation. 2 . The text of Section 1 of the Certificate of Incorporation is amended hereby to read as follows: "l . The name of the corporation is Quadient Finance USA, Inc." 3. This amendment to the Certificate of Incorporation was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. This Certificate of Amendment shall he effective on February 24, 2020. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Secretary this 20th _ day of February, 2020. MAILROOM FINANCE, INC. By:. Ki hankle Secretary 20277757-v1 MailFinance A Neopost U5A Lompany O„�C� NumOe� OH��e Nam� 9920 I Neopost Southwest District Seclion (B) 8illing Intarmation Company Nam� (Futl4qai name). C�ry of Palm Oesen I 00A Bdeng AdO�ess 73�St0 Fred Wanng Dnve B�u�ng C�ry Palm Desert �Ba�mp Cmuet Name Rache�le Kiassen gd6ng Connn'�ue Ciry Cle�k � 8�1 �np Contatt ema�� AOtlress� Acla ssen 0 aryotDa�m desen.org ( Ouan��ty Mode� I Part Numbe� I� I� I� 0 GoverT�ient Product Lease Agreement witfi Meter Rental Agreement Section (A) Otfie� I�formation CONTRACT N0. C35470 IOH�e� Pnan� ♦ Oau SuOm�tt�d 909 466 t 655 I 7/6l20� 6 S��e 1 DP CoOe • � I PhMt Numb�r FaY NumD�r IPos� OM�ce 5•O�qd ZiP Cotle. Desc�iption (lnciude Seriai Number, if app��cable) ❑ See addinonat listed products on attached Cont�nuat�on sd�edule. NJPA ContrOet Nurober 043012-NPI Member 10 No 32787 IN700 mailing system w/301b interfaced sc01e, dynamic piaMorm, Connect Su�te E Certify E ReWm ReCe�pl 1000 SuCscnpGon Remote Labei Pnnte� Section �E) Lease Paym�nt Infnrmation d� Lesse Payment Schedule a ol MonlNy Payment 7az Siaws P�� M«�� Ipus avv�:�de �a.es> � Taxable + ❑ Tax�Exempt I F�rst 6� 5385.07 (Cen�nca�e anacned) Next 8dimg FreQuency � p Monthly Neat � Quarterty � ❑ Art�ually Ne# g�Ihn� Method Currem Lease Numbec � Siandard ❑ Arrears Q ACM (Customer to submrt authonzation form) Section (F) Postage Meter & Postag� Funding I�formation Meter Modd. I Machine Mode�: Postage Funtling MethoC. Postape fund�ng Accoun[. ❑ Bill Me Qj� Prepay By Check � New O ACH Debit (Subm�t Customer autnorization lorm) ❑ Ex�sung Account O OMAS O CPU (include authorization lorm) TMS Accoun� � Agency Code Sub Agency CoCe POC Account � S�rvice Produets (Check all Ihat apply) � O�line Postal Rates iMeterTM App (SP70) � Onsne Postai Expense Manager �Meter*� qpp (SP20/NeoStats) ❑ Online E•Serv�ces iMeter'° App (SP30) ❑ Online E-Services with ElectrOnie Return Rece�pt �MeterTM App (SP35) ❑ NeoS�ip BASIG - Requires NeoFundslTotalFunds (EP70) ❑ NeaSA�p PLUS - Requires NeoF�nds/ToalF�nds (EP70PLUS) � NeoSh�p ADVANCED • Requires NeoFunds/Tota�Fu�ds (NEOSHIPADV)) � NeaShip Instail 3 User Gu�de (EP70GUtDES) (� RunMyMsil � Maintenance � Installat�on 6 7raining ❑ Sottware 5upport (Ma�ntenance) Covered Product Section (G) APOrovai E oszmg cus�ome�s Who currcnUy lund the Pastaga account try AC1+ DeDd wdl raf Oe convened ro NeoFunds/ToiaiFunds urx�ss �rvvaled n�re 7Tvs docurnerq consists ot a`Gowrtvn�nl Product Lnse (`l.eas�'1 wuh Madfwnu Inc.: ard a Postape Mc�er Rer�tat �greemem (`Hantal AgrNrtrrrt"►, Maint�nanee Aqeernent, ud m ONine Senices and Sohwar� Agi�ertrrn wnA 1Jeopost USA Inc.; and a NeoFundslfdaiFunCs accown ayreemert �+nth MSAipam Finance. Inc. Your sipnature �p��s an oRer b en�ar �Mo the L�ase and. d applicad�. tra ather agreem�nls. and uknowledpea Iha� you neve r�vcd. read. an0 aq�M fa sn apD�pa� ta�++s ane oa+dnon (�s�a� DirectGavl�asrvw-t61. whd� are also avylabl� at �Nto•/ln000. rtn � easn-VW-16�, and tfyt you a�e aNhorizsd to �iyn th� apreen+ents on betvl� ol the customer �dentlti�0 sDw�. 7ty ap0��tab�e agreemeMs Y.iR becpne birdny On fhe compa s iderrofied abo�e oniy a�er an aNno�i�0 �rdrvitlual �cc�pts ya,r ofkr by siflnirq below. a wnen the eQuipmaM is stuppad to you. ' i 2016 �p�� j , ' ROBERT A. SPIEGEL, MAYOR JULY 14, �umv��z� y�iWr� - �rin{ Ni a�e� D u �oceq � AGe�ptW Oy NlOpofl USA intl ds AM�i�at�s "'" at pted ---- .._..,..,, ---- �--- --- -- -- ---'- '— — c' -- -- -' MailFinance tnc. . 478 Wheelers Farms Road • Milford, CT 06461 • www.neo�ostusa.com Mailfinance Lease L51186e-04/16 Terms Revis�on R-04-16 Section (C) Installation Informstion (�t diMerent [han Bdiing Informahon) Company Nam� (FWI I�gal nam�; ��atauauon Aatlress [No PO 9o:es or Gene�s� Du��syl InsqllatWn GIy Sute La CoO� . a Insullahon Conp[I Name CA 92260 2578 Lontaet Gnone Numb�.. Instalt+ron Conan Ttl� 760 346 061 1 Contact Fax Numner' Insuttanon Conuct emri Adtlresa 760 340 0574 Gwthase Order NumOu Ma�n Post OM�cr Name / Ma�i Orop oN: Scction (D) Products Mail Finance A Neopost USA Company Quantity 5 6 7 8 9 10 11 1z 13 14 is tE 17 1 I8 19 20 21 22 1 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 3g �0 In 42 43 l� 45 Model / Pan Number Goveril'tFtent Product Lease Agreement CONTRACT NO. C35470 Section (D) Product Continuation Schedule (Continued) Description (Include Serial Number, if applicable; Product Lease Agreement Continuation Schedule MailFlnance Inc. • 478 Wheelers Farms Road • Milford, CT 06461 • www.ne000stusa.com For use with Mail Finance Lease Forms • Order Continuation Schedule - Terms Revision 04-16 CONTRACT NO. C35470 ADDENDUM TO AGREEMENTS This Addendum to Agreements is by and between MailFinanec Inc. ("MailFinance"), Neopost USA Inc. ("Neopost USA") and City of Palm Desert ("Customer") with reference to the following: A. MailFinance and Customer are entering into a Product Lease Agreement (the "Lease"), pursuant to which MailFinance will lease products to Customer. B. Concurrently herewith, Neopost USA and Customer are entering into an Online Services and Software Agreement (the "OSS Agreement") pursuant to which Neopost USA will make certain other services available to Customer. C. Any defined term used herein shall have the same meaning as in the Lease, or the OSS Agreement. In consideration of the mutual covenants contained herein, and in the Lease, and the OSS Agreement, the parties agree to amend the OSS Agreement as follows: 1. Section 2, titled "License Grant and Additional Terms" is hereby amended to add the follbwing to the end of this section: "Customer acknowledges they are purchasing Electronic Certified Mail subscription services at the annual volume band for of number of Electronic Certified Mail ("eCert"), as indicated on the Lease Agreement Order Form ("Annual Volume Band"). In the event customer exceeds their Annual Volume Band in any given lease year, Customer agrees to pay an overage charge for each eCert over their contracted Annual Volume Band as outlined below (the "Overage Charge"). The Overage Charge will be determined as a product of the number of eCerts You process in excess of Your Annual Volume Band multiplied by Overage Charge associated with your Annual Volume Band. The Overage Charge, if any, will be calculated and invoiced by Us to You annually, at the end of the lease year." Annual Volume Overage Band (# of eCerts) Charge 500 $ 1.20 1000 $ 0.85 2500 $ 0.60 6000 $ 0.49 12,000 $ 0.39 30,000 $ 0.33 50,000 $ 0.31 100,000 $ 0.26 250,000 $ 0.21 * Volume bands renew annually The Lease, Rental Agreement, neoFunds/ TotalFunds Agreement, Maintenance Agreement, OSS Agreement, and this Addendum contain the complete understanding and agreement between the parties hereto, and supersede all eCertify Lease Addendum 2/5/2015 HPL CONTRACT NO. C35470 representations, understandings or agreements prior to the execution thereof. Any changes or additions to the foregoing agreements will be valid only if they are in writing and signed by the appropriate parties. In the event of any conflict between the terms of the Lease, OSS Agreement, and this Addendum, the terms of this Addendum shall control. The parties have caused this Addendum to Agreements to be executed by their duty authorized representatives on the date set forth below. Customer: City of Palm Desert By: 4ut Gn Printed Name: ROBERT A. SPIE EL Title: MAYOR Date: JULY 14, 2016 ki ecertity Lease Addendum Printed Name: _ Title: Date: %/a 9// Neogos:USA J�n By: Printed Title: 1. Date: V--) / Z 2/5/2015 HPL CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 — �:da:uti�b.u�opin. a�n2serna�z�,rorza�2t��a..,a.i...�{(L i > -n n�r1�n� e A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. CrwlvW-r� T State ofMM5_ ) County oVT 1 ) On before me, Date Here Insert Name and Title of theicer �� personally appeared—&`Ee1AJe L �J �0#4% / gK.f /lg-0 Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of CQ' i , that the forgqng paragraph is true and correct. %, lIdA—I)C.01/ WITNESS hand and official sqfl. Signatu / J HEATHER P. t,A8KtaWS I Nobly Pubk of Co"nucut • MrGoeNltilwbu�glior: Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): L-i Partner — D Limited ❑ General ❑ Individual 2 Attomey in Fact G Trustee L Guardian or Conservator 0 Other: Signer Is Representing: Signer's Name: Corporate Officer — Title(s): C Partner — J Limited ❑ General C Individual Attomey in Fact Trustee Guardian or Conservator C Other: Signer Is Representing: �5J �Lv4iC64.�iwOwbvi6Hl/WiMiOYrMWYV.iW i�vi/V.i1�.�66i�u•idf��6(nidVdlbi/fwi�4.YDiMnallJ.if WEMi/WiIL.yWi/Y�W.i�MiiY.=IV i/�ni/ir�/fr� 02014 National Notary Association - www.NationalNotary.org - 1-800-US NOTARY (1-800-876-6827) Item ##5907