HomeMy WebLinkAboutResolution 8821RESOLUTION 8821
CITY OF MOUNDS VIEW
COUNTY OF RAMSEY
STATE OF MINNESOTA
Approving a Lease Agreement with Neopost/MailFinance for a Postage Machine
WHEREAS, in 2012, the City leased a postage machine though
Neopost/MailFinance; and
WHEREAS, the postage machine lease will expire at the end of September; and
WHEREAS, Neopost currently holds the state contract for postage machines; and
WHEREAS, Staff has been satisfied with the service and function of the current
machine; and
WHEREAS, Neopost recommends a machine with the same capacity and
functionality given the volume of mail that the City processes; and
WHEREAS, Neopost proposes a lease of 60 months thru its financing entity
MailFinance with a monthly payment of 151.69 to be paid quarterly.
NOW, THEREFORE, BE IT RESOLVED, that the Mounds View City Council
authorizes Staff to enter into a lease agreement with Neopost/MailFinance in the amount of
$151.69 per month, for a 60 month period, for a new postage machine, as indicated in the
attached lease agreement.
NOW, THEREFORE, BE IT FURTHER RESOLVED, payment for this lease
agreement shall be funded by the Central Services Budget, 100-4160-4010.
Adopted this 11th day of September, 2017
Carol A. Mueller, Mayor
ATTEST:
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14,
Nyle- ikmund, Interim "City Administrator
(seal)
City of Mounds View
2401 County Road 10
Mounds View, MN 55112
Phone 763-717-4016
NASPO Contract Number—ADSPO11-00000411-4
To:
MailFinance Inc.
478 Wheelers Farms Road
Milford, CT 06461
800-881-6245
LEASE - NASPO- PURCHASE ORDER
Ship To:
Mark Beer
City of Mounds View
2401 County Road 10
Mounds View, MN 55112
Phone 763-717-4016
P.O. DATEREQUISITIONER SHIPPED VIA F.O.B. POINT TERMS
08/24/2017 1Mark Beer l 60 month lease
QTY UNIT DESCRIPTION
UNIT PRICE TOTAL
1 IN600AF IN600AF Auto Feed Mail Machine
;
1 INWP5 IN Series 51b Weighing Platform
I
1 ICPP-15 Power Protector 15 AMP
I
Includes maintenance thru term of lease
Monthly Payment $151.69
Lease Term: 60 Months
i ( Billing Frequency: Quarterly
SUBTOTAL'
I
Monthly
TOTAL payment
$ 151.69
Order is governed under the terms and conditions of the
NASPO Contract It ADSPO11-00000411-4. Enter this order in accordance
With the prices, terms, delivery and specifications
listed above.
Authorized By Date
0
2. Payments will be sent to:
MailFinance
Dept. 3682
PO Box 123682
Dallas, TX 75312-3682
Federal ID Number 94-2984524
3. Send all correspondence to:
MailFinance Inc.
478 Wheelers Farms Rd.
Milford, CT 06461
203-301-3400(p)
203-301-2600 (f)
Print Name and Title
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POST
GOVERNMENT PRODUCT LEASE AGREEMENT
In this Government Product Lease Agreement (the "Lease"),
the words 'You" and "Your" mean the lessee, which is the
entity that is identified as the Customer on the Government
Product Lease Agreement Order Form ("Order Form"). "We,"
"Us" and "Our" mean the lessor, Mail Finance Inc. 'Supplier"
refers to either Neopost USA Inc., or any other third party
that has manufactured, or is providing services related to, the
Products.
1. Lease of Products. THIS LEASE IS UNCONDITIONAL
AND NON -CANCELABLE (except as provided in Section 24,
below) during the Initial Term (as defined below). You agree
to lease from Us the equipment, embedded software,
Software, services and other products listed on the Order
Form, together with all existing accessories, embedded
software programs, attachments, replacements, updates,
additions and repairs, (collectively the "Products") upon the
terms stated herein. For the avoidance of doubt, postage
meters for use in mailing machines are excluded from the
definition of Products. The term "Software" means any
software that is subject to this Lease, other than software
programs that are embedded in the hardware. Software is
subject to the additional terms as may be provided by the
Supplier.
2. Promise to Pay. You promise to pay to Us the lease
payment shown on the Order Form ("Lease Payment") in
accordance with the payment schedule set forth thereon, plus
all other amounts stated In this Lease.
3. Initial Term; Renewal.
3.1 FMV Lease. The Initial Term of this Lease
will begin on the date the Products are installed and will
continue for the number of months shown on the applicable
Order Form ("Initial Term"). Unless You have opted for an
LTOP Lease as described in Section 23, You must notify Us in
writing at least thirty (30) days before the end of the Initial
Term that You intend to either: (i) return the Products at the
end of the Initial Term; or (ii) purchase the Products pursuant
to Section 22. If You have not opted for an LTOP lease and
You fail to give us such notice, then this Lease will
automatically renew for consecutive periods of one (1) month
each (each a "Renewal Period"). The amount You pay for the
Products will remain unchanged during each Renewal Period.
We will not notify You that the Initial Term or any Renewal
Period Is ending. You may terminate this Lease at the
conclusion of any Renewal Period by giving Us thirty (30)
days prior written notice of Your intent to do so. If You notify
Us in writing that You intend to terminate the Lease, as set
forth above, You shall either return the Products pursuant to
Section 12 of this Lease or purchase the products pursuant to
Section 22.
3.2 LTOP Lease. If you have opted for an
LTOP Lease as described in Section 23, then the term of this
Lease will begin on the date the Products are installed and will
continue for the number of months shown on the applicable
Order Form ("Initial Term"). At the conclusion of the Initial
Term of an LTOP Lease, we shall: (i) transfer title of all
hardware Products to You as set forth in Section 23; and (ii)
Your license to use any Software Products shall continue
without the need to make any further license payments to Us.
4. Payments. Lease Payments, and other charges
provided for herein, are payable in arrears periodically as
stated on the Order Form. You agree to make Lease
Payments to Us at the address specified on Our invoices, or at
any other place designated by Us within thirty (30) days of
the date of Our invoice.
S. Delivery and Location of Products. The Products will
be delivered to You at the installation address specified on the
Order Form ("Installation Address") or, if no such location Is
specified, to Your billing address. Your acceptance of the
Products occurs upon delivery of the Products. You shall not
remove the Products from the Installation Address unless You
first get Our written permission to do so.
6. Ownership, Use, and Maintenance of Products. We
will own and have title to the Products during the Lease. You
agree that the Products are and shall remain Our personal
property. You authorize Us to record (and amend, if
appropriate) a UCC financing statement to protect Our
interests. You represent that the Products will be used solely
for commercial purposes and not for personal, family or
household purposes. At Your own cost, You agree to maintain
the Products in accordance with the applicable operation
manuals and to keep the Products in good working order,
ordinary wear and tear excepted.
7. Assignment of Supplier's Warranties. We hereby
assign to You any warranties relating to the Products that We
may have received from the Supplier.
8. Relationship of the Parties. You agree that You, not
We, selected the Products and the Supplier, and that We are
a separate company from the Supplier and that the Supplier
is not Our agent. IF YOU ARE A PARTY TO ANY POSTAGE
METER RENTAL, MAINTENANCE, SERVICE, SUPPLIES OR
OTHER CONTRACT WITH ANY SUPPLIER, WE ARE NOT A
PARTY THERETO, AND SUCH CONTRACT IS NOT PART OF
THIS LEASE (EVEN THOUGH WE MAY, AS A CONVENIENCE TO
YOU AND THE SUPPLIER, BILL AND COLLECT MONIES OWED
BY YOU TO THEM).
9. Default. You will be in default under this Lease if You
fail to pay any amount within ten (10) days of the due date or
fail to perform or observe any other obligation in this Lease.
If You default, We may, without notice to You, do any one or
more of the following, at Our option, concurrently or
separately: (A) cancel this Lease; (B) require You to return
the Products pursuant to Section 12 below; (C) take
possession of and/or render the Products unusable, and for
such purposes You hereby authorize Us and Our designees to
enter Your premises, with prior reasonable notice or other
process of law; and (D) require You to pay to Us, on demand
as liquidated damages and not as a penalty, an amount equal
to the sum of: (1) all Lease Payments and other amounts then
due and past due; (ii) all remaining Lease Payments for the
then -current term, together with any taxes due or to become
due during such term (which You agree is a reasonable
estimate of Our damages); and (iii) in the event that You
failed to promptly return the Products to Us, an amount equal
to the remaining value of the Products at the end of the then -
current term, as reasonably determined by Us. To the extent
allowable by law, You shall also pay all Our costs in enforcing
Our rights under this Lease, including reasonable attorneys'
fees and expenses that We incur to take possession, store,
repair, or dispose of the Products, as well as any other
expenses that We may incur to collect amounts owed to Us.
We are not required to re -lease or sell the Products if We
repossess them. These remedies shall be cumulative and not
exclusive, and shall be in addition to any and all other
remedies available to Us.
10. Finance Lease. You agree that this Lease is a "finance
lease" as defined in Article 2A of the Uniform Commercial
Code ("UCC"). To the extent permitted by law, You hereby
waive any and all rights and remedies conferred upon You
under UCC Sections 2A-303 and 2A-508 through 2A-522, or
any similar laws.
Page 1 of 6 Direct Sales Government Product Lease Version: DirectGovLease-VO4-16
11. Loss; Damage; Insurance. You shall: (i) bear the risk
of loss and damage to the Product(s) during the Initial Term
and any Renewal Period; and (ii) keep the Product(s) insured,
at Your expense, against all risks of loss and damage in an
amount at least equal to its full replacement cost.
12. Return of Products. Unless You take title to the
tangible Products pursuant to Section 22 or Section 23, then
You are required to return such Products under this Lease. In
such a case, at the end of the Lease, You shall, after receiving
an Equipment Return Authorization ("ERA") number from Us,
promptly send the Products, at Your expense plus shipping
and handling costs, to any location(s) that We designate in
the contiguous United States. The Products must be properly
packed for shipment with the ERA number clearly visible,
freight prepaid and fully insured, and must be received in
good condition, less normal wear and tear.
13. Assignment. YOU SHALL NOT SELL, TRANSFER,
ASSIGN, SUBLEASE, PLEDGE OR OTHERWISE
ENCUMBER (COLLECTIVELY, -TRANSFER") THE
PRODUCTS OR THIS LEASE IN WHOLE OR IN PART.
14. Disclaimer of Warranties. WE MAKE NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS
OR IMPLIED, REGARDING ANY MATTER WHATSOEVER,
INCLUDING, BUT NOT LIMITED TO, THE SUITABILITY OF THE
PRODUCT(S), ITS CONDITION, ITS MERCHANTABILITY, ITS
FITNESS FOR A PARTICULAR PURPOSE, ITS FREEDOM FROM
INFRINGEMENT, OR OTHERWISE. WE PROVIDE THE
PRODUCTS TO YOU "AS IS," "WHERE IS" AND "WITH ALL
FAULTS."
15. Limitation of Liability. WE SHALL NOT BE LIABLE TO
YOU AND YOU SHALL NOT MAKE A CLAIM AGAINST US FOR
ANY LOSS, DAMAGE (INCLUDING INCIDENTAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES), OR EXPENSE OF
ANY KIND ARISING DIRECTLY OR INDIRECTLY FROM THE
DELIVERY, INSTALLATION, USE, RETURN, LOSS OF USE,
DEFECT, MALFUNCTION, OR ANY OTHER MATTER RELATING
TO THE PRODUCTS (COLLECTIVELY, -PRODUCT MATTERS").
NOTWITHSTANDING ANY OTHER PROVISION OF THIS LEASE,
EXCEPT FOR DIRECT DAMAGES RESULTING FROM PERSONAL
INJURY OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY
OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE
MAXIMUM OUR LIABILITY TO YOU FOR DAMAGES
HEREUNDER SHALL NOT EXCEED THE TOTAL OF THE
AMOUNTS PAID TO US HEREUNDER BY YOU.
16. Notice. All notices related to this Lease to Us
shall be made by You, or an attorney representing You.
Notice of non -renewal of this Lease shall be made as
outlined in Section 3 herein by calling 1-800-NEOPOST
(636-7678). All other notices, requests and other
communications hereunder shall be in writing and sent to:
MailFinance Inc., 478 Wheelers Farms Road, Milford, CT
06461 ("Notice Address'). Such notices shall be considered
given when: (i) delivered personally, or (II) sent by
commercial overnight courier with written confirmation of
delivery. In the event that We do not accept Your offer to
enter this Lease, then You have the right to a written
statement that specifies the reasons that Your offer was not
accepted. You can request such a statement by writing to Us
at the Notice Address.
17. Integration. The Lease represents the final and
only agreement between You and Us. There are no unwritten
oral agreements between You and Us. The Lease can be
changed only by a written agreement between You and Us.
Any additional terms and conditions referenced on any
Purchase Order shall be void and have no effect on this
Lease.
18. Severability. In the event any provision of this
Lease shall be deemed to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired
thereby. The parties agree to replace any invalid provision
with a valid provision, which most closely approximates the
intent and economic effect of the invalid provision.
19. Waiver or Delay. A waiver of any default hereunder
or of any term or condition of this Lease shall not be deemed
to be a continuing waiver or a waiver of any other default or
any other term or condition, but shall apply solely to the
instance to which such waiver is directed. We may accept
late payments, partial payments, checks, or money orders
marked "payment in full," or with a similar notation, without
compromising any rights under this Lease.
20. Survival of Obligations. Your obligations under this
Lease shall survive any expiration or termination of any
government procurement contract that may be related to it.
Any obligations and duties which by their nature extend
beyond the expiration or termination of this Lease shall
survive the expiration or termination of this Lease.
21. Choice of Law; Venue; and Attorney's Fees. This
Lease shall be governed under the laws of the State of
Connecticut, without regard to conflicts of law, and
jurisdiction shall lie exclusively in a court of competent
jurisdiction in New Haven County, Connecticut. In any
litigation or other proceeding by which one party either seeks
to enforce its rights under this Lease (whether in contract,
tort, or both) or seeks a declaration of any rights or
obligations under this Lease, to the extent allowable by law,
the prevailing party shall be awarded its reasonable attorney
fees, and costs and expenses incurred.
22. FMV Leases. If this Lease is a fair market value
lease, as indicated by the lease rate that has been used by Us
to calculate Your Lease Payment then, unless You are in
default, You may elect to purchase the hardware Products at
the end of this Lease on an "as is, where is" basis for their fair
market value, as reasonably determined by Us. In the event
that You elect to do so, You must give us sixty (60) days prior
written notice of Your election to purchase such Products.
23. LTOP Leases. If this Lease is a lease to purchase, as
indicated by the lease rate that has been used by Us to
calculate Your Lease Payments then, at the end of the Initial
Term and after You have made all of the Lease Payments, We
shall transfer title to all hardware Products that are subject to
this Lease to You on an "as is, where is" basis.
24. Termination.
24.1 Non -Appropriation.
a. You warrant and represent that You intend
to enter into this Lease for at least the entire Initial Term and
that You are doing so for an essential government purpose.
You agree that, prior to the expiration of the Initial Term, you
shall not terminate this Lease in order to obtain the same or
similar Products from another vendor.
b. You may terminate this Lease at the end of
Your current fiscal year, or at the end of any subsequent
fiscal year, if appropriated funds are not available to You for
the Lease Payments that will be due in the next fiscal year. In
the event of such a non -appropriation, then You shall provide
written notice to Us that states:
Sufficient funds have not been and will not
be appropriated for the remaining payments
due under the Lease. I confirm that we will
not replace the Products with similar
Page 2 of 6 Direct Sales Government Product Lease Version: DirectGovLease-VO4-16
NEO( S.T
equipment from any other party in the
succeeding fiscal year.
24.2 Convenience. You may terminate this
Lease at anytime and for any reason or for no reason
("Termination for Convenience"); provided that You comply
with the provisions of this paragraph. In the event of a
Termination for Convenience, You shall pay Us a termination
charge equal to the net present value of the periodic
payments remaining in the Initial Term or, if applicable, the
then -current Renewal Term, discounted to the present value
at an Interest rate equal to six percent (6%) per annum.
Such amount must be received by Us within thirty (30) days
of the effective date of the termination.
25. Additional Postage Meter Terms. If the Products
require a postage meter, then You agree that Neopost USA's
Postage Meter Rental Agreement shall govern your rental of
such postage meter.
POSTAGE METER RENTAL AGREEMENT
1. Incorporation of Certain Terms. Customer
acknowledges that: (i) it has entered a Government Product
Lease Agreement with MailFinance Inc. (the "Lease"); and (ii)
if the Products that are subject to the Lease includes a
mailing machine, then the terms of this Postage Meter Rental
Agreement ("Rental Agreement") shall govern its rental of the
Postage Meter (as defined below) for such machine. Any
defined terms in the Lease shall have the same meanings in
this Rental Agreement, except that "We," "Us," and "Our,"
refers to Neopost USA Inc., and any reference to "Products"
shall refer to the Postage Meter. Sections 11, 12 and 14
through 25 of the Lease are hereby incorporated into this
Rental Agreement, except that any reference in those
sections to the "Lease" refer to this Rental Agreement.
2. Provisions as to Use. You acknowledge that: (i) as
required by United States Postal Service ("USPS") regulations,
the postage meter(s) identified on the Order Form (the
"Postage Meter") is being rented to You and that it is Our
property; (ii) the Postage Meter will be surrendered by You
upon demand by Us; (Iii) You are responsible for the control
and use of the Postage Meter; (iv) You will comply with all
applicable laws regarding Your use or possession of the
Postage Meter; (v) the use of the Postage Meter is subject to
the conditions established from time to time by the United
States Postal Service; and (vi) the Postage Meter is to be
used only for generating an indicia to evidence the
prepayment of postage and to account for postal funds. It is
a violation of Federal law to misuse or tamper with the
Postage Meter and, if You do so, We may terminate this
Rental Agreement upon notice to You.
3. Rental Fee, Term, and Taxes. The rental fee for the
Postage Meter rental during the Initial Term is included in the
Lease Payment. For each Renewal Term, You agree to pay
Our then -current fee for the Postage Meter rental. The
Postage Meter rental fee does not include the cost of
consumable supplies. The term of the rental shall be equal to
the term of the Lease and Is NON -CANCELABLE. You agree to
pay all applicable taxes related to Your acquisition,
possession, and/or use of the Postage Meter including all
property taxes on the Postage Meter. Furthermore, You
agree to pay the applicable fee to cover Our expenses
associated with the administration, billing and tracking of
such charges and taxes. Notwithstanding the foregoing, in
the event You are tax exempt, upon providing Us a certificate,
You will not be required to pay any taxes covered by such
certificate. You agree that you will return the Postage Meter
at the end of the Lease term and that You will do so in the
manner set forth in Section 12 of the Lease. Furthermore,
You agree that if you fail to return a postage meter within
thirty (30) days of receipt of the Equipment Return
Authorization from Us, then You will pay a postage meter
replacement fee of one thousand dollars ($1,000).
4. Postage Meter Maintenance, Inspections, and
Location. We will keep the Postage Meter in good working
condition during the term of this Rental Agreement. The
United States Postal Service regulations may require Us to
periodically inspect the Postage Meter. You agree to
cooperate with Us regarding such inspections. We may, from
time to time, access and download information from Your
Postage Meter to provide Us with information about Your
postage usage and We may share that information with Our
distributors and other third parties and You hereby authorize
Us to do so. You agree to promptly update Us whenever there
is any change in Your name, address, telephone number, the
licensing post office, or the location of the Postage Meter.
S. Postage Advances. We do not sell postage. In the
event You require an emergency advance for postage, We, at
Our sole discretion, may advance You money to reset the
Postage Meter. If We do provide such an advance, You agree
to repay Us within five (5) days from the time of such
advance: (i) the amount of the emergency advance; and (ii)
the then -current advance fee.
6. Default. In the event You fail to perform in accordance
with the terms set forth in this Rental Agreement, or any
other Agreement with Us or any of Our affiliates, including,
but not limited to, MailFinance Inc., and Mailroom Finance,
Inc., then We may, without notice: (i) repossess the Postage
Meter(s); (ii) disable the Postage Meter; (iii) immediately
terminate this Rental Agreement; and (iv) pursue any
remedies available to Us at law or in equity. Furthermore,
upon the return of the Postage Meter, You hereby authorize
Us to offset any amount of postage remaining in the Postage
Meter, prior to any refund to You, against any amount due to
Us or any of Our affiliates. To the extend allowable by law,
You shall also pay all of Our costs in enforcing Our rights
under this Rental Agreement, including reasonable attorneys'
fees and expenses that We incur to take possession, store, or
repair, the Postage Meter, as well as any other expenses that
We may incur to collect amounts owed to Us. These remedies
shall be cumulative and not exclusive, and shall be in addition
to any and all other remedies available to Us.
7. Rate Updates.
A. Maintenance of Postal Rates. It is Your sole
responsibility to ensure that correct amounts are
applied as payment for mailing and shipping
services. We shall not be responsible for returns for
delivery delays, refusals, or any other problems
caused by applying the incorrect rate to mail or
packages.
B. Rate Updates with Online Services. If the Order
Form indicates that You are enrolled in Our Online
Services program, then We will make available
periodic updates for Your covered Products and/or
Postage Meter, including updates to maintain
accurate USPS rates for the USPS services that are
compatible with such Products or Postage Meter.
The rate updates that are offered with Our
Online Services program are only available for
products that are Integrated (as defined
below) into Your mailing machine. For the
purposes of this section, "Integrated" means that the
Page 3 of 6 Direct Sales Government Product Lease Version: DirectGovLease-VO4-16
covered hardware cannot properly operate on a
stand-alone basis and it has been incorporated into
the mail machine. Products that are not Integrated
including, but not limited to, all Software and scales
with "ST -77," or "SE" in the model number will not
receive updated rates as part of Our Online Services
program (collectively "Excluded Products').
C. Rate Updates with Rate Change Protection and
Software Advantage. If You have any of Our
Excluded Products, You may have elected to
purchase Rate Change Protection ("RCP") from Us for
Your hardware products or Software Advantage for
Your Software. If the Order Form indicates that You
have selected RCP or Software Advantage, We will
make available a the following updates for Your
covered Products or Software: (i) updates to
maintain accurate rates for the services offered by
the USPS and other couriers that are compatible with
Your covered Products or Software; and (ii) updates
for major zip or zone changes that are compatible
with Your covered Products or Software. If any
reprogramming is required because You have moved
the Products or Postage Meter to a new location,
none of the services described in this Section cover
the cost to do so. If You have not selected RCP or
Software Advantage, You agree that We may send
You periodic rate updates as needed and You agree
to either: (i) promptly pay the then -current price for
such update; or (ii) return the unused, update to Us
within ten (10) business days of receiving it.
Customers with an outstanding Accounts Receivable
balance may not receive a rate update until the open
balance Is resolved.
S. United states postal service acknowledgement of
deposit requirement. By signing this Postage Meter Rental
Agreement, You acknowledge and agree that You have read
the United States Postal Service Acknowledgement of Deposit
(the "Acknowledgement") and will comply with Its terms and
conditions, as it may be amended from time to time.
9. Additional united states postal service terms.
A. By signing this Postage Meter Rental Agreement, You
acknowledge that You are also entering into an
Agreement with the United States Postal Service
("USPS") in accordance with the Domestic Mail
Manual ("DMM") 604.4, Postage Payment Methods,
Postage Meters and PC Postage Products
(collectively, "Postage Evidencing Systems" or "PES")
and accept responsibility for control and use of the
PES contained therein.
B. You also acknowledge You have read the DMM
604.4, Postage Payment Methods, Postage Meters
and PC Postage Products (Postage Evidencing
Systems) and agree to abide by all rules and
regulations governing its use.
C. Failure to comply with the rules and regulations
contained in the DMM or use of the PES in any
fraudulent or unlawful scheme or enterprise may
result in the revocation of this Rental Agreement.
D. You further acknowledge that any use of this PES that
fraudulently deprives the USPS of revenue can cause
You to be subject to civil and criminal penalties
applicable to fraud and/or false claims against the
United States. The submission of a false, fictitious or
fraudulent statement can result in imprisonment of
up to five (5) years and fines of up to $10,000 (18
U.S.C. 1001). In addition, a civil penalty of up to
$5,000 and an additional assessment of twice the
amount falsely claimed may be imposed (3 U.S.C.
3802).
E. You further understand that the rules and regulations
regarding use of this PES as documented in the USPS
Domestic Mail Manual may be updated from time to
time by the USPS and it is Your obligation to comply
with any current or future rules and regulations
regarding Its use.
F. You are responsible for immediately reporting (within
seventy-two hours or less) the theft or loss of the
postage meter that is subject to this Rental
Agreement. Failure to comply with this notification
provision in a timely manner may result in the denial
of refund of funds remaining on the postage meter at
the time of the loss or theft.
NeoFunds®/TotalFunds® ACCOUNT AGREEMENT
1. Incorporation of Certain Terms. You acknowledge that
You have entered a Government Product Lease Agreement
with MailFinance Inc. (the "Lease`) and a Postage Meter
Rental Agreement with Neopost USA Inc. (the "Rental
Agreement"). If you have an eligible postage meter, then you
will have access to a NeoFunds postage funding account (for
Neopost POC accounts) or a TotalFunds postage funding
account (for Hasler TMS accounts) and this
NeoFunds/TotalFunds Account Agreement ("Account
Agreement") shall govern Your use of such account. Any
defined terms in the Lease or Rental Agreement shall have
the same meanings in this NeoFunds Agreement, except that
"We," "Us," and "Our," refer to Mailroom Finance, Inc., an
affiliate of Neopost USA Inc. Sections 14 through 20 of the
Lease are hereby incorporated into this Account Agreement
except that any reference in those sections to the "Lease"
refers to this Account Agreement.
2. Establishment and Activation of Account. You
hereby authorize Us, to establish an account in Your name
("Account') for funding the purchase of postage from the
United State Postal Service ("USPS") for use In the postage
meter. Your Account may also be used to purchase supplies,
pay for the Postage Meter rental, and obtain certain other
products and services from Neopost USA. The establishment
of Your Account shall be subject to Our approval of Your
creditworthiness. Any use of the Account shall constitute
Your acceptance of all the terms and conditions of this
Account Agreement and all other documents executed or
provided in connection with the Account. The Account may
not be used for personal, family, or household purposes.
3. Operation of Account. Each time an employee or
agent of Yours with the express, implied, or apparent
authority to do so (each an "Authorized User") uses the
Account to receive a postage meter reset or obtain other
products or services that Neopost USA Inc. is authorized to
provide, Neopost USA Inc. will notify Us of the amount to be
applied to Your Account balance. If the Account is used to
obtain postage, then We will transfer the requested amount of
postage to the USPS on Your behalf and Your Account will be
charged for the amount of postage requested and any related
fees, if applicable. You can continue to pre -pay the USPS for
postage and understand that pre -paid postage funds will be
used first to pay for my postage meter resets. You further
understand that NeoFunds/TotalFunds will provide additional
available postage funds when Your pre -paid account balance
is zero ($0). When You request a postage meter reset, if You
have the funds on account with the USPS, those funds
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automatically will be withdrawn first to pay for postage, and
any additional amounts due for postage and related fees will
be billed through the NeoFunds/TotalFunds Account under the
terms and conditions of this Account Agreement. If the
Account is used to acquire products or services from that
Neopost USA is authorized to provide, then We shall pay the
applicable amount to Neopost USA Inc. and add such amount
to Your Account balance.
4. Payment Terms. You will receive a billing statement for
each billing cycle in which You have any activity on Your
Account. Payments are due on the due date shown on Your
billing statement. You may pay the entire balance due or a
portion of the balance, provided that You pay at least the
minimum payment amount shown on Your statement.
However, if You have exceeded the Account Limit, then You
must pay the entire amount of any overage, as well as the
minimum payment amount shown on Your statement.
Whenever there is an unpaid balance outstanding on Your
Account which is not paid in full by the due date shown on
Your billing statement, We will charge You, and You agree to
pay, interest on the unpaid balance of the Account for each
day from the date the transaction is posted to Your Account
until the date the unpaid balance is paid in full, at the Annual
Percentage Rate (as defined below). The Account balance
that is subject to a finance charge each day will include
outstanding balances, minus any payments and credits
received by Us on Your Account that day. The Annual
Percentage Rate applicable to Your Account will be equal to
the lesser of eighteen percent (18.00%) per annum or the
maximum permitted by law. Each payment will be applied to
reduce the outstanding balance of Your Account and replenish
the amount available to You. We may refuse to extend
further credit if the amount of a requested charge plus Your
existing balance exceeds Your Account Limit.
S. Account Limit and Account Fees. You agree that We
will establish a credit limit on Your Account (the "Account
Limit"). The exact amount of the Account Limit will be
indicated on Your invoice. We may, in Our sole discretion,
allow Your balance to exceed the Account Limit. In the event
We do so, You agree to pay Us an additional fee equal to one
percent (1%) of the amount by which the Account Limit is
exceeded for each transaction that You initiate after Your
Account has reached the Account Limit. Such amount will be
charged to Your Account on the date that the relevant
transaction(s) occurs. Unless prohibited by applicable law,
You agree to pay the amounts set forth in this Account
Agreement, which may Include, without limitation, the
amounts specified above, a fee for a late payment, a fee for
any checks that are returned as a result of insufficient funds,
and a fee for any ACH direct debit transactions which are
rejected, and an annual account fee. All such fees shall be
added to Your Account balance.
6. Cancellation and Suspension. We may at any time
close or suspend Your Account or temporarily refuse to allow
further charges to Your Account. You can cancel Your
Account at any time by notifying Us in writing at the address
provided on Your Account statement of Your desire to do so.
No cancellation or suspension will affect Your obligation to
pay any amounts You then owe under this Account
Agreement. We will notify You of the Account balance in the
event of any termination and all outstanding obligations will
survive the termination of this Account Agreement by either
party.
7. Default. We may declare You in default if You: (i) have
made any misrepresentations to Us; (ii) at any time, have
done or allowed anything that indicates to Us that You may
be unable or unwilling to repay the balance of Your Account
as required under this Account Agreement; or (iii) are in
default under this Account Agreement or any lease, rental, or
other agreement with Us, Neopost USA Inc., or their affiliates.
If You are in default, or upon any cancellation of Your
Account, We shall not be obligated to continue to provide the
Account service or extend further credit under this Account
Agreement. If We are required to take collection action or
any other legal action under this Account Agreement, You
shall pay upon demand by Us all court and collection costs,
along with reasonable attorney's fees. These remedies shall
be cumulative and not exclusive, and shall be in addition to
any and all other remedies available to Us.
8. Remedies. If We have declared that You are in default
under this Account Agreement, then We may: (i) declare all
agreements You have with Us in default and due and payable
at once without notice or demand; (ii) refuse to make further
advances on Your behalf to reset Your postage meter; and
(iii) exercise any other rights that We may have. In addition,
You agree that any default under this Account Agreement
shall constitute a default under any agreement You may have
with any of Our affiliates, Including, but not limited to,
Neopost USA Inc., MailFinance Inc.
9. Amendments. We may amend this Account Agreement,
or any of its provisions, including without limitation any fees
and charges and/or the Annual Percentage Rate, at any time
by at least thirty (30) days written notice to You, and such
written notice may be included in Your billing statement. Any
such amendment will become effective on the date stated in
the notice and will apply to any transactions after such date,
as well as to any outstanding balance on Your Account.
10. Notice: Any notice required to be given under this
Account Agreement by either party hereto shall be given if to
You, at the address shown on Your Order Form, and if to Us
at 478 Wheelers Farms Road, Milford, CT 06461.
11. Miscellaneous. You understand that We may obtain
credit reports in connection with Your Account now and in the
future. This Account Agreement shall be governed by and
construed in accordance with the laws of the State of Texas,
without reference to its conflict -of -laws rules, and any
applicable federal laws. The sole jurisdiction and venue for
actions related to the subject matter hereof shall be in a State
or Federal Court within the State of Texas.
MAINTENANCE AGREEMENT
1. Incorporation of Certain Terms. You acknowledge that
You have entered a Government Product Lease Agreement
with MailFinance Inc. (the "Lease"). Any defined terms in the
Lease shall have the same meanings in this Maintenance
Agreement, except that "We," "Us," and 'Our," refer to
Neopost USA Inc. Sections 13 through 24 of the Lease are
hereby incorporated into this Maintenance Agreement, except
that any reference in those sections to the "Lease" refers to
this Maintenance Agreement.
2. Neopost's Terms and Conditions for Maintenance
Services. If the Order Form indicates that You have
purchased maintenance services, then Neopost USA Inc., or
one of its affiliates, will provide maintenance services for the
Products in accordance with Neopost USA Inc.'s then -current
maintenance terms and pricing for the level of maintenance
services that You have purchased. Those services will be
provided for the entire term of the Lease and are NON-
CANCELABLE. The current version of those terms and
conditions are available at
www ne000stusa com/malntenanceaareementV0613. You
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N I O P 0
agree that You have access to such terms and that they are
incorporated into this Maintenance Agreement by this
reference, and that You shall be bound by such terms as if
they were fully stated herein. Notwithstanding the
foregoing, maintenance services are not available on
HD Office Printer Series products.
3. Auto Ink Program. If the Order Form indicates that
You have elected to participate in Our Auto Ink Program (the
"Program"), then you hereby authorize Us to ship You a new
ink cartridge for the Product whenever the Product Indicates
that the then -current ink cartridge reaches twenty percent
(20%) of its capacity. You authorize Us to charge the then -
current fee for such cartridge (plus applicable taxes and
shipping charges) to Your NeoFunds or TotalFunds Account,
You may opt out of the Program at any time by sending an
email to CIMneworders@neopost.com.
ONLINE SERVICES AND SOFTWARE AGREEMENT
1. Incorporation of Certain Terms. You acknowledge that
You have entered a Government Product Lease Agreement
with MailFinance Inc. (the "Lease"). Any defined terms in the
Lease shall have the same meanings in this Online Services
and Software Agreement ("OSS Agreement"), except that
"We," "Us," and "Our," refer to Neopost USA Inc. Sections 13
through 24 of the Lease are hereby incorporated into this OSS
Agreement, except that any reference in those sections to the
"Lease" refer to this OSS Agreement,
2. License Grant and Additional Terms. In exchange for
the license fees that are included in Your Lease Payment, We
hereby grant to You a nonexclusive, nontransferable license
to use the Software products, including related
documentation, described on the Order Form solely for Your
own use on or with the Products. You warrant and represent
that You will not sell, transfer, disclose or otherwise make
available such Software products or copies thereof to third
parties; provided, however, that the Software products may
be used by Your employees or independent contractors using
the Products. No title or ownership of the Software products
or any portion thereof is transferred to You. You acknowledge
and agree that there may be additional terms and conditions
that apply to Your use of any Software provided by Us. Such
terms may be provided with the Software, or made available
at www ne000stusa com/softwareterms and may be
supplemented by Us or third party licensors, from time to
time, by notice to You. You acknowledge and agree that You
have access to the appropriate version(s) of the applicable
terms provided at the address above and corresponding to
Software described on the Order Form at the time you enter
this OSS Agreement. Such terms are incorporated herein by
this reference and You agree to be bound by such terms as if
they were fully stated herein.
3. Software Support. Unless otherwise specified in the
applicable Software terms, if You have purchased support for
the Software, We will provide the following for a period of one
(1) year: (i) software updates and, if applicable, carrier rate
updates that keep You current and compliant with supported
carrier rates, fees, zone schedules, label, barcode and forms
changes; (ii) updates to the Software; (Ili) corrective bug
fixes as released; and (iv) technical support for the Software
(collectively "Software Maintenance"). At the conclusion of
each year of Software Maintenance, the Software
Maintenance will automatically renew for additional one-year
periods at Our then -current fee for such services unless you
give us at least sixty (60) days prior written notice that you
wish to cancel the Software Maintenance. You acknowledge
that the Software may fail to comply with applicable
regulations if you do not have Software Maintenance and that
We shall not have any liability in connection with any such
failure. If You allow the Software Maintenance to lapse, You
may reinstate such services; provided that you pay all fees
that would have been due from the expiration of Your last
Software Maintenance period through the reinstatement date,
plus a 15% administrative surcharge.
4. Use of Websites. Neopost USA Inc. and/or any of Our
affiliates, suppliers, including, but not limited to, MailFinance
Inc. may, from time to time, make certain websites available
to You in order to provide You with certain services
("Websites"). If You access any such Websites, You
acknowledge and agree that Your use of the Website is
subject to the terms of use and/or license terms in effect at
the time You use the Website. Such terms are available on
the Websites for Your review. You acknowledge and agree
that such terms may be supplemented and modified from
time to time ("Supplemental Terms"). Your use of a Website
after Supplemental Terms have been issued will signify Your
acceptance of those terms, In the event of a conflict between
the terms of this OSS Agreement and the Supplemental
Terms, the Supplemental Terms shall control.
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