4.4 SR 08-05-2013 Eclty1� ,.,�� Request for Action
River
To Item Number
Mayor and City Council 4.4
Agenda Section Meeting Date Prepared by
Consent August 5, 2013 Tina Allard, City Clerk
Item Description Reviewed by
Government Product Lease (postage machine) & Cal Portner, City Administrator
Rental (postage meter) Agreement Reviewed by
Tim Simon, Finance Director
Action Requested
Approve by motion the lease and rental agreement with Mail Finance,Inc.,for a postage machine and
meter.
Background/Discussion
The lease for the current postage machine is due to expire in March of 2014. The city has the opportunity
to participate in a Fast Forward Program,which gives us the ability to upgrade our equipment now with
no financial penalty on our existing lease at the cost of$1. Neopost is on the State Contract for
purchasing.
Financial Impact
Our current monthly payment will drop by$44.46 or 22% per month going from $197.67 to $153.21 over
60 months.
Attachments
■ Mail Finance and Neopost Lease Agreements
POWERED By
AR
Maill .......'i �IIIII i a i n e Government Product Lease Agreement
A Neopost USA Company
Section(A)Dealer Information with Meter Rental Agreement
Dealer Office Number: Dealer Office Name: Phone#: Date Submitted:
697 Great Plains 763 452 3520 7-23-2013
Section(B)Billing Information Section(C)Installation Information(if different than Billing Information)
Company Name(Full legal name): Company Name(Full legal name):
City of Elk River City Of Elk River
DBA: DBA:
Billing Address: Installation Address(No PO Boxes or General Delivery):
13065 Orono Parkway 13065 Orono Parkway
Billing City: State: Zip Code+4: Installation City: State: Zip Code+4:
Elk River MN 55330 Elk River MN 55330
Billing Contact Name: Contact Phone Number: Installation Contact Name: Phone Number:
Carol Hanson 763 635 1000 n 763 635 1000
Billing Contact Title: Contact Fax Number: Installation Contact Title: Fax Number:
763 635 1090 763 635 1090
Billing Contact email Address: Purchase Order Number: Installation Contact email Address:
CHanson@ElkRiverMN.gov
Section(D)Products
Quantity Model/Part Number Description(Include Serial Number,if applicable ❑ See additional listed products on attached continuation schedule.
1 1 IM440PLUSSYSA IM440 Mailing System
2 1 IMUSBKEY IM Series USB Key
3 1 IMDU100 100 Department Accounting
4 1 IMWP30 30#Scale
5 1 IMWP30DW 30#Differential Weighing
Section(E)Lease Payment Information&Lease Payment Schedule Section(G)Postage Meter&Postage Funding Information
Tax Status: Monthly Payment Main Post Office Name: Post Office 5-Digit Zip Code:
® Taxable Period #of Months (plus applicable taxes) Elk River 55330
❑ Tax-Exempt. First 60 153.21 Postage Funding Method: Postage Funding Account:
Certificate attached. ® Bill Me ❑ OMAS /CPU ❑ POC ® TMS
Billing Frequency: Next ❑ Prepay by Check OMAS Agency Code ❑ New ® Existing
❑ Monthly ❑ ACH Debit Existing Account Number
Next Attach ACH Attach USPS CPU 236318
® Quarterly Authorization Form Authorization Letter
❑ Annually Next
Billing Method: Section(H)Services
Current Lease Number:
❑ Standard H09031520 Rate Protection: ® Online Postal Rates Covered Product:
® Government New Lease Number: ❑ RCP(Shipped Update)
Payment in Arrears ❑ None
Section(F)ACH Direct Debit for Lease Payments(Attach Voided Check) iMeter Apps: ❑ Online Postal Expense Management
Bank Name Bank Contact Name ❑ Online E-Services
❑ Online E-Services with Electronic Return Receipt
Bank City,State Bank Contact Phone Number Covered Product:
Software: El Software Advantage
Bank Routing Number Bank Account Number
Dealer Services: ® Maintenance ® Installation/Training
Section(I)Approval
Existing customers who currently fund the Postage account by ACH Debit will not be converted to neoFunds/TotalFunds unless initialed here
This document consists of a Government Product Lease ("Lease')with MailFinance Inc., a Postage Meter Rental Agreement, Product Maintenance Agreement, an Online Services
Agreement,Software Configuration Services Agreement,and a Software License Agreement with Neopost USA Inc.,and a neoFunds Account Agreement with Mailroom Finance,Inc.Your
signature constitutes an offer to enter into the Lease and, if applicable, the other agreements, and acknowledges that you have received, read, and agree to all applicable terms and
conditions (versions GL-05-12), which are also available at http://www.neopostinc.com/terms/GovLease-05-12.pdf and that you are authorized to sign the agreements on behalf of the
customer identified above.The applicable agreements will become binding on the companies identified above only after an authorized individual accepts your offer by signing below,or
when the equipment is shipped to you.
Authorized Signature Print Name and Title Date Accepted
Accepted by Neo ost USA and its Affiliates Date Accepted
MailFinance Inc. . 478 Wheelers Farms Road . Milford, CT 06461
Form GL51186e-05-12 revision 05/12
Maill.....................'i �i a in Product Lease Agreement
A Neopost USA Company
with Meter Rental Agreement
Section(D)Product Continuation Schedule(Continued)
Quantity Model/Part Number Description(Include Serial Number,if applicable)
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
Government Product Lease Agreement Continuation Schedule
Mail Finance Inc. . 478 Wheelers Farms Road . Milford, CT 06461
Form GL51186e-05-12 revision 05/12
neoposb iiiii1 I iiiiiii 1 S r 0 I 10 N S
GOVERNMENT PRODUCT LEASE AGREEMENT continue for the number of months shown on the applicable
purchase order ("Initial Term"). At the conclusion of the
In this Product Lease (the "Lease"), the words "You" and Initial Term of an LTOP Lease,we shall(i)transfer title of all
"Your"mean the lessee,which is the participating agency that hardware Products to You as set forth in Section 23; and (ii)
issues a purchase order for a lease with Us. "We," "Us" and Your license to use any Software Products shall continue
"Our" mean the lessor, MailFinance Inc. "Supplier"refers to without the need to make any further license payments to Us.
either Neopost USA Inc., or any other third party that has 4. Payments. Lease Payments, and other charges provided
manufactured,or is providing services related to,the Products. for herein, are payable in arrears periodically as stated on the
1. Lease of Products. THIS LEASE IS purchase order ("Lease Payment"). You agree to make Lease
UNCONDITIONAL AND NON-CANCELABLE(except as Payments to Us at the address specified on Our invoices, or at
provided in Section 24, below) during the Initial Term (as any other place designated by Us within thirty(30)days of the
defined below). You agree to lease from Us the equipment, date of Our invoice.
embedded software, Software, and other products listed on the 5. Delivery and Location of Products. The Products will
purchase order, together with all existing and future be delivered to You at the delivery address specified on the
accessories, embedded software programs, attachments, purchase order("Delivery Address") or, if no such location is
replacements, updates, additions and repairs, (collectively the specified, to Your invoice address. Your acceptance of the
"Products") upon the terms stated herein. For the avoidance Products occurs upon delivery of the Products. You shall not
of doubt, postage meters for use in mailing machines are remove the Products from the Delivery Address unless You
excluded from the definition of Products. The term first get Our written permission to do so.
"Software" means any software that is subject to this Lease, 6. Ownership, Use, and Maintenance of Products. We
other than software programs that are embedded in the will own and have title to the Products during the Lease. You
hardware. Software is subject to the additional terms as may agree that the Products are and shall remain personal property.
be provided by the Supplier. You authorize Us to record(and amend,if appropriate)a UCC
2. Promise to Pay. You promise to pay to Us the lease financing statement to protect Our interests.You represent that
payment shown on the purchase order ("Lease Payment") in the Products will be used solely for commercial purposes and
accordance with the payment schedule set forth thereon, plus not for personal, family or household purposes. At Your own
all other amounts stated in this Lease. cost, You agree to maintain the Products in accordance with
3. Initial Term;Renewal. the applicable operation manuals and to keep the Products in
3.1 FMV Lease. The Initial Term of this Lease good working order,ordinary wear and tear excepted.
will begin on the date the Products are installed and will 7. Assignment of Supplier's Warranties. We hereby
continue for the number of months shown on the applicable assign to You any warranties relating to the Products that We
purchase order("Initial Term"). Unless You have opted for an may have received from the Supplier.
LTOP Lease as described in Section 23, You must notify Us 8. Relationship of the Parties. You agree that You, not
in writing at least thirty (30) days before the end of the Initial We, selected the Products and the Supplier, and that We are a
Term that You intend to either (i) return the Products at the separate company from the Supplier and that the Supplier is
end of the Initial Term; or(ii)purchase the Products pursuant not Our agent. IF YOU ARE A PARTY TO ANY POSTAGE
to Section 22. If You have not opted for an LTOP lease and METER RENTAL, MAINTENANCE, SERVICE, SUPPLIES
You fail to give us such notice, then this Lease will OR OTHER CONTRACT WITH ANY SUPPLIER,WE ARE
automatically renew for consecutive periods of one (1) month NOT A PARTY THERETO, AND SUCH CONTRACT IS
each(each a"Renewal Period"). The amount You pay for the NOT PART OF THIS LEASE (EVEN THOUGH WE MAY,
Products will remain unchanged during each Renewal Period. AS A CONVENIENCE TO YOU AND THE SUPPLIER,
We will not notify You that the Initial Term or any Renewal BILL AND COLLECT MONIES OWED BY YOU TO
Period is ending. You may terminate this Lease at the THEM).
conclusion of any Renewal Period by giving Us thirty (30) 9. Default. You will be in default under this Lease if You
days prior written notice of Your intent to do so. If You notify fail to pay any amount within ten(10)days of the due date or
Us in writing that You intend to terminate the Lease, as set fail to perform or observe any other obligation in this Lease.
forth above, You shall either return the Products pursuant to If You default,We may,without notice to You, do any one or
Section 12 of this Lease or purchase the products pursuant to more of the following, at Our option, concurrently or
Section 22. separately: (A)cancel this Lease; (B)require You to return the
3.2 LTOP Lease. If you have opted for an Products pursuant to Section 12 below; (C) take possession of
LTOP Lease as described in Section 23, then the term of this and/or render the Products unusable, and for such purposes
Lease will begin on the date the Products are installed and will You hereby authorize Us and Our designees to enter Your
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premises,with prior reasonable notice or other process of law; FOR A PARTICULAR PURPOSE, ITS FREEDOM FROM
and (D) require You to pay to Us, on demand as liquidated INFRINGEMENT, OR OTHERWISE. WE PROVIDE THE
damages and not as a penalty, an amount equal to the sum of: PRODUCTS TO YOU "AS IS," "WHERE IS" AND "WITH
(i) all Lease Payments and other amounts then due and past ALL FAULTS."
due; (ii) all remaining Lease Payments for the then-current 15. Limitation of Liability. WE SHALL NOT BE LIABLE
term, together with any taxes due or to become due during TO YOU AND YOU SHALL NOT MAKE A CLAIM
such term (which You agree is a reasonable estimate of Our AGAINST US FOR ANY LOSS, DAMAGE (INCLUDING
damages); and (iii) in the event that You failed to promptly INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
return the Products to Us, an amount equal to the remaining DAMAGES), OR EXPENSE OF ANY KIND ARISING
value of the Products at the end of the then-current term, as DIRECTLY OR INDIRECTLY FROM THE DELIVERY,
reasonably determined by Us. You shall also pay all Our costs INSTALLATION, USE, RETURN, LOSS OF USE,
in enforcing Our rights under this Lease, including reasonable DEFECT, MALFUNCTION, OR ANY OTHER MATTER
attorneys' fees and expenses that We incur to take possession, RELATING TO THE PRODUCTS (COLLECTIVELY,
store, repair, or dispose of the Products, as well as any other "PRODUCT MATTERS"). NOTWITHSTANDING ANY
expenses that We may incur to collect amounts owed to Us. OTHER PROVISION OF THIS LEASE, EXCEPT FOR
We are not required to re-lease or sell the Products if We DIRECT DAMAGES RESULTING FROM PERSONAL
repossess them. These remedies shall be cumulative and not INJURY OR DAMAGE TO TANGIBLE PROPERTY
exclusive, and shall be in addition to any and all other CAUSED BY OUR GROSS NEGLIGENCE OR WILLFUL
remedies available to Us. MISCONDUCT, THE MAXIMUM OUR LIABILITY TO
10. Finance Lease. You agree that this Lease is a "finance YOU FOR DAMAGES HEREUNDER SHALL NOT
lease" as defined in Article 2A of the Uniform Commercial EXCEED THE TOTAL OF THE AMOUNTS PAID TO US
Code ("UCC"). To the extent permitted by law, You hereby HEREUNDER BY YOU.
waive any and all rights and remedies conferred upon You 16. Notice. All notices, requests and other communications
under UCC Sections 2A-303 and 2A-508 through 2A-522, or hereunder shall be in writing, and shall be addressed to You or
any similar laws. Us, as applicable and shall be considered given when (i.)
11. Loss; Damage;Insurance. You shall: (i)bear the risk of delivered personally, or (ii.) sent by commercial overnight
loss and damage to the Product(s)for the Initial Term and any courier with written confirmation of delivery.
Renewal Period; and (ii)keep the Product(s) insured, at Your 17. Integration. The Lease represents the final and only
expense, against all risks of loss and damage in an amount at agreement between You and Us. There are no unwritten oral
least equal to its full replacement cost. agreements between You and Us. The Lease can be changed
12. Return of Products. Unless You take title to the only by a written agreement between You and Us.
hardware Products pursuant to Section 22 or Section 23, then 18. Severability. In the event any provision of this Lease
You are required to return the Products under this Lease. In shall be deemed to be invalid, illegal or unenforceable, the
such a case, at the end of the Lease, You shall, after receiving validity, legality and enforceability of the remaining
an Equipment Return Authorization ("ERA") number from provisions shall not in any way be affected or impaired
Us, promptly send the Products, at Your expense, to any thereby. The parties agree to replace any invalid provision
location(s) that We designate, in addition to paying Us Our with a valid provision, which most closely approximates the
then-applicable processing fee. Such Products must be intent and economic effect of the invalid provision.
properly packed for shipment with the ERA number clearly 19. Waiver or Delay. A waiver of any default hereunder or
visible,freight prepaid and fully insured,and must be received of any term or condition of this Lease shall not be deemed to
in good condition,less normal wear and tear. be a continuing waiver or a waiver of any other default or any
13. Assignment. YOU SHALL NOT SELL, TRANSFER, other term or condition, but shall apply solely to the instance
ASSIGN, SUBLEASE, PLEDGE OR OTHERWISE to which such waiver is directed. We may accept late
ENCUMBER (COLLECTIVELY, "TRANSFER") THE payments, partial payments, checks, or money orders marked
PRODUCTS OR THIS LEASE IN WHOLE OR IN "payment in full," or with a similar notation, without
PART. compromising any rights under this Lease.
14. Disclaimer of Warranties. WE MAKE NO 20. Survival of Obligations. Your obligations under this
REPRESENTATIONS OR WARRANTIES OF ANY KIND, Lease shall survive any expiration or termination of any
EXPRESS OR IMPLIED, REGARDING ANY MATTER government procurement contract that may be related to it.
WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, Any obligations and duties which by their nature extend
THE SUITABILITY OF THE PRODUCT(S), ITS beyond the expiration or termination of this Lease shall
CONDITION, ITS MERCHANTABILITY, ITS FITNESS survive the expiration or termination of this Lease.
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21. Choice of Law;Venue; and Attorney's Fees. This Lease rate equal to six percent(6%)per annum. Such amount must
shall be construed in accordance with, and all disputes hereunder be received by Us within thirty (30)days of the effective date
shall be governed by,the laws of the State of Connecticut,excluding of the termination.
its conflict of law rules. The state and federal courts in Hartford 25. Additional Postage Meter Terms. If the Products
County in the State of Connecticut shall have the exclusive require a postage meter, then You agree that Neopost USA's
jurisdiction and venue over all controversies arising out of,or relating Postage Meter Rental Agreement shall govern your rental of
to,this Lease.The prevailing party shall be entitled to an award such postage meter.
of reasonable attorney's fees and costs and the court shall be
authorized to award such amounts.
22. FMV Leases. If this Lease is a fair market value lease, POSTAGE METER RENTAL AGREEMENT
as indicated by the lease rate that has been used by Us to
calculate Your Lease Payment then,unless You are in default, 1. Incorporation of Certain Terms. Customer
You may elect to purchase the hardware Products at the end of acknowledges that: (i) it has entered a Product Lease with
this Lease on an "as is, where is" basis for their fair market MailFinance Inc. (the"Lease");and(ii)if the Products that are
value, as reasonably determined by Us. In the event that You subject to the Lease includes a mailing machine, then the
elect to do so, You must give us sixty (60) days prior written terms of this Postage Meter Rental Agreement ("Rental
notice of Your election to purchase such Products. Agreement") shall govern its rental of the Postage Meter (as
23. LTOP Leases. If this Lease is a lease to purchase, as defined below) for such machine. Any defined terms in the
indicated by the lease rate that has been used by Us to Lease shall have the same meanings in this Rental Agreement,
calculate Your Lease Payments then, at the end of the Initial except that "We," "Us," and "Our," refers to Neopost USA
Term and after You have made all of the Lease Payments, We Inc. Sections 13, 14 and 17 through 25 of the Lease are hereby
shall transfer title to all hardware Products that are subject to incorporated into this Rental Agreement, except that any
this Lease to You on an"as is,where is"basis. reference in those sections to the "Lease" refer to this Rental
24. Termination.
Agreement.
24.1Non-Appropriation. 2. Provisions as to Use. You acknowledge that: (i) as
required by United States Postal Service ("USPS")
a. You warrant and represent that You intend meter(s) identified on the order form
to enter into this Lease for at least the entire Initial Term and regulations, the postage(the"Postage Meter")is being rented to You and that it is Our
that You are doing so for an essential government purpose.
You agree that,prior to the expiration of the Initial Term,you property; (ii) the Postage Meter will be surrendered by You
shall not terminate this Lease in order to obtain the same or upon demand by Us (iii) You are responsible for the control
similar equipment from another vendor. and use of the Postage Meter; (iv) You will comply with all
applicable laws regarding Your use or possession of the
b. You may terminate this Lease at the end of Postage Meter; (v) the use of the Postage Meter is subject to
Your current fiscal year,or at the end of any subsequent fiscal the conditions established from time to time by the United
year,if appropriated funds are not available to You for the States Postal Service; and(vi)the Postage Meter is to be used
Lease Payments that will be due in the next fiscal year.In the only for generating an indicia to evidence the prepayment of
event of such a non-appropriation,then You shall provide
written notice to Us that states: postage and to account for postal funds. It is a violation of
Federal law to misuse or tamper with the Postage Meter and,if
Sufficient funds have not been and will not You do so, We may terminate this Rental Agreement upon
be appropriated for the remaining payments notice to You.
due under the Lease. I confirm that we will 3. Rental Fee, Term, and Taxes. The rental fee for the
not replace the Equipment with similar Postage Meter rental during the Initial Term is included in the
equipment from any other party in the Lease Payment. For each Renewal Term, You agree to pay
succeeding fiscal year. Our then-current fee for the Postage Meter rental. The
Postage Meter rental fee does not include the cost of
24.2 Convenience. You may terminate this consumable supplies. The term of the rental shall be equal to
Lease at anytime and for any reason or for no reason the term of the Lease and is NON-CANCELABLE. You
("Termination for Convenience"); provided that You comply agree to pay all applicable taxes related to Your acquisition,
with the provisions of this paragraph. In the event of a possession, and/or use of the Postage Meter including all
Termination for Convenience, You shall pay Us a termination property taxes on the Postage Meter. Furthermore, You agree
charge equal to the net present value of the periodic payments to pay the applicable fee to cover Our expenses associated
remaining in the Initial Term or,if applicable,the then-current with the administration, billing and tracking of such charges
Renewal Term, discounted to the present value at an interest and taxes. You agree that you will return the Postage Meter at
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the end of the Lease term and that You will do so in the Meter, including updates to maintain accurate USPS
manner set forth in Section 14 of the Lease. rates for the USPS services that are compatible with
4. Postage Meter Maintenance, Inspections, and such Products or Postage Meter. The rate updates
Location. We will keep the Postage Meter in good working that are offered with Our Online Services
condition during the term of this Rental Agreement. The program are only available for products that are
United States Postal Service regulations may require Us to Integrated (as defined below) into Your mailing
periodically inspect the Postage Meter. You agree to machine. For the purposes of this section,
cooperate with Us regarding such inspections. We may, from "Integrated"means that the covered hardware cannot
time to time, access and download information from Your properly operate on a stand-alone basis and it has
Postage Meter to provide Us with information about Your been incorporated into the mail machine. Products
postage usage and We may share that information with Our that are not Integrated including, but not limited to,
distributors and other third parties and You hereby authorize all Software and scales with"ST-77,"or"SE"in the
Us to do so. You agree to promptly update Us whenever there model number will not receive updated rates as part
is any change in Your name, address, telephone number, the of Our Online Services program (collectively
licensing post office,or the location of the Postage Meter. "Excluded Products").
5. Postage Advances. We do not sell postage. In the event C. Rate Updates with Rate Change Protection and
You require an emergency advance for postage, We, at Our Software Advantage. If You have any of Our
sole discretion, may advance You money to reset the Postage Excluded Products, You may have elected to
Meter. If We do provide such an advance,You agree to repay purchase Rate Change Protection ("RCP") from Us
Us within five (5)days from the time of such advance: (i) the for Your hardware products or Software Advantage
amount of the emergency advance; and (ii) the then-current for Your Software. If the order form indicates that
advance fee. You have selected RCP or Software Advantage, You
6. Default. In the event You fail to perform in accordance will receive the following updates for Your covered
with the terms set forth in this Rental Agreement,or any other Products or Software: (i)updates to maintain accurate
Agreement with Us or any of Our affiliates, including,but not rates for the services offered by the USPS and other
limited to,MailFinance Inc., and Mailroom Finance,Inc.,then couriers that are compatible with Your covered
We may, without notice: (i) repossess the Postage Meter(s); Products or Software; and(ii)updates for zip or zone
u disable the Postage Meter; In immediate) terminate this changes that are compatible with Your covered
O g (iii) y
Rental Agreement; and (iv) pursue any remedies available to Products or Software. If any reprogramming is
Us at law or in equity. Furthermore, upon the return of the required because You have moved the Products or
Postage Meter, You hereby authorize Us to offset any amount Postage Meter to a new location,none of the services
of postage remaining in the Postage Meter,prior to any refund described in this Section cover the cost to do so. If
to You, against any amount due to Us or any of Our affiliates. You have not selected RCP or Software Advantage,
You shall also pay all of Our costs in enforcing Our rights You agree that We may send You periodic rate
under this Rental Agreement, including reasonable attorneys' updates as needed and You agree to either: (i)
fees and expenses that We incur to take possession, store, or promptly pay the then-current price for such update;
repair, the Postage Meter, as well as any other expenses that or(ii)return the unused,update to Us within ten(10)
We may incur to collect amounts owed to Us. These remedies business days of receiving it. Customers with an
shall be cumulative and not exclusive, and shall be in addition outstanding Accounts Receivable balance may not
to any and all other remedies available to Us. receive a rate update until the open balance is
resolved.
7. Rate Updates. g UNITED STATES POSTAL SERVICE
A. MAINTENANCE OF POSTAL RATES. It is Your sole ACKNOWLEDGEMENT OF DEPOSIT
responsibility to ensure that correct amounts are REQUIREMENT. By signing this Postage Meter Rental
applied as payment for mailing and shipping Agreement, You acknowledge and agree that You have read
services. We shall not be responsible for returns for the United States Postal Service Acknowledgement of Deposit
delivery delays, refusals, or any other problems (the "Acknowledgement") and will comply with its terms and
caused by applying the incorrect rate to mail or conditions,as it may be amended from time to time.
packages.
B. Rate Updates with Online Services. If the order form 9. UNITED STATES POSTAL SERVICE TERMS.
indicates that You are enrolled in Our Online A. To the extent that the activities for which the Postal
Services program, then You will receive periodic Service is obligated to perform particular functions,
updates for Your covered Products and/or Postage those functions will be governed by the USPS
Domestic Mail Manual, as may be amended from
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time to time, or its successor, in effect at the time of neoFunds/TotalFunds ACCOUNT AGREEMENT
the obligation. Specifically, to the extent that the
Postal Service provides refunds to customers using 1. Incorporation of Certain Terms. You acknowledge that
postage evidencing devices,the policy and procedure You have entered a Product Lease Agreement with
governing the payment of refunds will be conducted MailFinance Inc. (the "Lease") and a Postage Meter Rental
in accordance with the Domestic Mail Manual, as Agreement with Neopost USA Inc. (the "Rental Agreement").
amended,in effect at that time. If you have an eligible postage meter, then you will have
B. If the meter is used in any fraudulent or unlawful access to a neoFunds®postage funding account(for Neopost
scheme or enterprise, or is not used for any POC accounts)or a TotalFunds®postage funding account(for
consecutive 12 month period, or if the Customer Hasler TMS accounts) and this neoFunds/TotalFunds Account
takes the meter or allows the meter to be taken Agreement ("Account Agreement") shall govern Your use of
outside the United States without proper written such account. Any defined terms in the Lease or Rental
permission of the U.S. Postal Service, Washington, Agreement shall have the same meanings in this neoFunds
DC 20260-6807,or if the Customer otherwise fails to Agreement, except that "We," "Us," and "Our," refer to
abide by the signs of postal regulations and this Mailroom Finance, Inc., an affiliate of Neopost USA Inc.
Rental Agreement regarding care and use of the Sections 17 through 24 of the Lease are hereby incorporated
meter, that this Agreement and any related postage into this Account Agreement except that any reference in
meter rental may be revoked. The Customer further those sections to the "Lease" refers to this Account
acknowledges that any use of this meter that Agreement.
fraudulently deprives the U.S. Postal Service of 2. Establishment and Activation of Account. You hereby
revenue can cause the Customer to be subject to civil authorize Us, to establish an account in Your name
and criminal penalties applicable to fraud and/or false ("Account") for funding the purchase of postage from the
claims against the United States. The submission of a United State Postal Service ("USPS") for use in the postage
false, fictitious or fraudulent statement can result in meter. Your Account may also be used to purchase supplies,
imprisonment of up to five (5) years and fines of up rent Postage Meters, and obtain certain other products and
to $10,000 (18 U.S.C. 1001). In addition, a civil services from Neopost USA. The establishment of Your
penalty of up to $5,000 and an additional assessment Account shall be subject to Our approval of Your
of twice the amount falsely claimed may be imposed creditworthiness. Any use of the Account shall constitute
(3 U.S.C. 3802). A false statement in this application Your acceptance of all the terms and conditions of this
or the mailing of matter bearing a fraudulent postage Account Agreement and all other documents executed or
meter imprints are examples of violations of these provided in connection with the Account. The Account may
statutes. not be used for personal,family,or household purposes.
C. The Customer is responsible for immediately 3. Operation of Account. Each time an employee or agent
reporting (within seventy-two hours or less) the theft of Yours with the express,implied,or apparent authority to do
or loss of the postage meter that is subject to this so (each an"Authorized User")uses the Account to receive a
Rental Agreement. Failure to comply with this postage meter reset or obtain other products or services from
notification provision in a timely manner may result Neopost USA Inc., Neopost USA Inc. will notify Us of the
in the denial of refund of funds remaining on the amount to be applied to Your Account balance. If the
postage meter at the time of the loss or theft. Account is used to obtain postage, then We will transfer the
D. The Customer understands that the rules and requested amount of postage to the USPS on Your behalf and
regulations regarding use of this postage meter as Your Account will be charged for the amount of postage
documented in the USPS Domestic Mail Manual may requested and any related fees,if applicable.You can continue
be updated from time to time by the United States to pre-pay the USPS for postage and understand that pre-paid
Postal Service and it is the Customer's obligation to postage funds will be used first to pay for my postage meter
comply with any current or future rules and resets. You further understand that neoFunds/TotalFunds will
regulations regarding its use. 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 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
Page 5 of 7 Branch Government Lease T&Cs 5/15/12
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services from Neopost USA Inc., then We shall pay the No cancellation or suspension will affect Your obligation to
applicable amount to Neopost USA Inc. and add such amount pay any amounts You then owe under this Account
to Your Account balance. Agreement. We will notify You of the Account balance in the
4. Payment Terms. You will receive a billing statement for event of any termination and all outstanding obligations will
each billing cycle in which You have any activity on Your survive the termination of this Account Agreement by either
Account. Payments are due on the due date shown on Your party-
billing statement. You may pay the entire balance due or a 7. Default. We may declare You in default if You: (i.)have
portion of the balance, provided that You pay at least the made any misrepresentations to Us; (ii.) at any time, have
minimum payment amount shown on Your statement. done or allowed anything that indicates to Us that You may be
However, if You have exceeded the Account Limit, then You unable or unwilling to repay the balance of Your Account as
must pay the entire amount of any overage, as well as the required under this Account Agreement; or(iii.) are in default
minimum payment amount shown on Your statement. under this Account Agreement or any lease, rental, or other
Whenever there is an unpaid balance outstanding on Your agreement with Us, Neopost USA Inc., or their affiliates. If
Account which is not paid in full by the due date shown on You are in default,or upon any cancellation of Your Account,
Your billing statement,We will charge You, and You agree to We shall not be obligated to continue to provide the Account
pay, interest on the unpaid balance of the Account for each service or extend further credit under this Account Agreement.
day from the date the transaction is posted to Your Account If We are required to take collection action or any other legal
until the date the unpaid balance is paid in full, at the Annual action under this Account Agreement, You shall pay upon
Percentage Rate(as defined below). The Account balance that demand by Us all court and collection costs, along with
is subject to a finance charge each day will include reasonable attorney's fees. These remedies shall be
outstanding balances, minus any payments and credits cumulative and not exclusive, and shall be in addition to any
received by Us on Your Account that day. The Annual and all other remedies available to Us.
Percentage Rate applicable to Your Account will be equal to 8. Remedies. If We have declared that You are in default
the lesser of eighteen percent (18.00%) per annum or the under this Account Agreement, then We may: (i) declare all
maximum permitted by law. Each payment will be applied to agreements You have with Us in default and due and payable
reduce the outstanding balance of Your Account and replenish at once without notice or demand; (ii) refuse to make further
the amount available to You. We may refuse to extend further advances on Your behalf to reset Your postage meter; and(iii)
credit if the amount of a requested charge plus Your existing exercise any other rights that We may have. In addition, You
balance exceeds Your Account Limit. agree that any default under this Account Agreement shall
5. Account Limit and Account Fees. You agree that We constitute a default under any agreement You may have with
will establish a credit limit on Your Account (the "Account any of Our affiliates, including, but not limited to, Neopost
Limit"). The exact amount of the Account Limit will be USA Inc.,MailFinance Inc.
indicated on Your invoice. We may, in Our sole discretion, 9. Amendments. We may amend this Account Agreement,
allow Your balance to exceed the Account Limit. In the event or any of its provisions, including without limitation any fees
We do so, You agree to pay Us an additional fee equal to one and charges and/or the Annual Percentage Rate,at any time by
percent (1%) of the amount by which the Account Limit is at least thirty (30) days written notice to You, and such
exceeded for each transaction that You initiate after Your written notice may be included in Your billing statement. Any
Account has reached the Account Limit. Such amount will be such amendment will become effective on the date stated in
charged to Your Account on the date that the relevant the notice and will apply to any transactions after such date, as
transaction(s) occurs. Unless prohibited by applicable law, well as to any outstanding balance on Your Account.
You agree to pay the amounts set forth in this Account 10. Notice: Any notice required to be given under this
Agreement, which may include, without limitation, the Account Agreement by either party hereto shall be given if to
amounts specified above, a fee for a late payment, and a fee You,at the address shown on Your order form, and if to Us at
for any checks that are returned as a result of insufficient P.O.Box 30193,Tampa,Florida 33630-3193.
funds. Unless prohibited by applicable law, We may charge 11. Miscellaneous. You understand that We may obtain
You and You agree to pay Our fees then in effect for copies of credit reports in connection with Your Account now and in the
Your monthly statements. All such fees shall be added to Your future. This Account Agreement shall be governed by and
Account balance.
construed in accordance with the laws of the State of Florida,
6. Cancellation and Suspension. We may at any time close without reference to its conflict-of-laws rules, and any
or suspend Your Account or temporarily refuse to allow applicable federal laws. The sole jurisdiction and venue for
further charges to Your Account. You can cancel Your actions related to the subject matter hereof shall be in a State
Account at any time by notifying Us in writing at the address or Federal Court within the State of Florida.
provided on Your Account statement of Your desire to do so.
Page 6 of 7 Branch Government Lease T&Cs 5/15/12
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neoposb iiiii1 I iiiiiii 1 S r 0 I 10 N S
with the Products. You warrant and represent that You will
MAINTENANCE AGREEMENT not sell, transfer, disclose or otherwise make available such
Software products or copies thereof to third parties; provided,
1. Incorporation of Certain Terms. You acknowledge that however, that the Software products may be used by Your
You have entered a Product Lease Agreement with employees or independent contractors using the Products. No
MailFinance Inc. (the "Lease"). Any defined terms in the title or ownership of the Software products or any portion
Lease shall have the same meanings in this Maintenance thereof is transferred to You. You acknowledge and agree that
Agreement, except that "We," "Us," and "Our," refer to there may be additional terms and conditions that apply to
Neopost USA Inc. Sections 17 through 25 of the Lease are Your use of any Software provided by Us. Such terms will be
hereby incorporated into this Maintenance Agreement, except provided with the Software and may be supplemented by Us
that any reference in those sections to the "Lease" refers to or third party licensors,from time to time,by notice to You.
this Maintenance Agreement. 3. Use of Websites. Neopost USA Inc. and/or any of Our
2. Neopost's Terms and Conditions for Maintenance affiliates, including, but not limited to, MailFinance Inc.
Services. If the order form indicates that You have purchased (collectively "Affiliates") may, from time to time, make
maintenance services, then Neopost USA Inc. will provide certain websites available to You in order to provide You with
maintenance services for the Products in accordance with certain services ("Websites"). If You access any such
Neopost USA Inc.'s then-current maintenance terms and Websites, You acknowledge and agree that Your use of the
pricing for the level of maintenance services that You have Website is subject to the terms of use in effect at the time You
purchased. Those services will be provided for the entire term use the Website. Those terms of use are available on the
of the Lease and are NON-CANCELABLE. The current Websites for Your review. You acknowledge and agree that
version of those terms and conditions are available at such terms may be supplemented and modified from time to
http://www.neopostinc.com/maintenanceagreementV0311. time ("Supplemental Terms"). Your use of a Website after
You agree that You have access to such terms and that they Supplemental Terms have been issued will signify Your
are incorporated into this Maintenance Agreement by this acceptance of those terms. In the event of a conflict between
reference,and that You shall be bound by such terms as if they the terms of this OSS Agreement and the Supplemental
were fully stated herein. Terms,the Supplemental Terms shall control.
4.PrintMachine or Virtual Envelope Manager. If the order
form indicates You will obtain a license for our PrintMachine
or Virtual Envelope Manager output management software or
ONLINE SERVICES AND SOFTWARE AGREEMENT any related software configuration services, then You agree
that the license and related services will be provided pursuant
1. Incorporation of Certain Terms. You acknowledge that to the Software License and Configuration Services
You have entered a Product Lease Agreement with Agreements. The current version of those terms and
MailFinance Inc (the "Lease"). Any defined terms in the conditions are available at
Lease shall have the same meanings in this Online Services http://www.neopostinc.com/terms/PrintMachine-
and Software Agreement ("OSS Agreement"), except that SoftwareLicense-21JUL2011.pdf. You agree that You have
"We," "Us," and "Our," refer to Neopost USA Inc. Sections access to such terms and that they are incorporated into this
17 through 25 of the Lease are hereby incorporated into this Online Services and Software Agreement by this reference
OSS Agreement, except that any reference in those sections to and that You shall be bound by such terms as if they were
the"Lease"refer to this OSS Agreement. fully stated herein. IF YOU HAVE NOT ORDERED
2. License Grant and Additional Terms. In exchange for PRINTMACHINE OR VIRTUAL ENVELOPE
the license fees that are included in Your Lease Payment, We MANAGER OUTPUT MANAGEMENT SOFTWARE,
hereby grant to You a nonexclusive,nontransferable license to THIS SECTION 4 DOES NOT APPLY.
use the Software products, including related documentation,
described on the order form solely for Your own use on or
Page 7 of 7 Branch Government Lease T&Cs 5/15/12
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