HomeMy WebLinkAboutAgreement - Mail Finance - FolderInserter1316 COUNTY -CITY BUILDING
227 W. JEFFERSON BOULEVARD
SOUTH BEND_ INDIANA 46601-1830
CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR
BOARD OF PUBLIC WORKS
August 23, 2016
Mail Finance, Inc.
478 Wheelers Farms Road
Milford, CT 06461
RE: Agreement — Folder/Inserter
Dear Sir/Madame:
PHONE 574,235-9251
FAX 5741235-9171
The Board of Public Works, at its meeting held on August 23, 2016, approved the above
referenced agreement in the amount of $1,831.68 annually for five (5) years.
A representative from the City will contact you regarding this agreement.
If you have any further questions regarding this matter, please call this office at (574) 235-
9251.
Sincerely,
Linda M. Martin, Clerk
Enclosure
GARY A. GILOT DAVID P. REEDS ELIZABETH A. MARADIK JAMES A. MUELLER THERESE J. DORAU
MailFinance
A Neopost USA Company
Office Information
Office Number: / ,,., , i Office Name:
Section (B) Billing information
C uny Na � (Full I name); (� ,y
,
DeA:
ailing Address:
�Oo
Billing Chy
b
Sla
9Aling Contact Name:
Contact Phone Number.
aging Contact Title:
Contact Fox Number:
Bring Contactessix Address:
Purchase Order Number:
Product Lease Agreement
with Meter Rental Agreement
Phone#: I Dafe Submltleo:
Section (C) Installation Information (If different than SWIM Information)
Company Name (Full teal name):
Installation Address (No PO Boxes or Gen ial Delivery}:
Installetmn City:
state;
Zip Cade+4:
Instal on Conte tName�
Phone Number.
fit 5
Installation Contact Tide:`
Fox Number:
Installation Ciontact a9 Address, 1
l
Main Post OHme Name r Mail Drop off.
Post of&a 6-Di9114P Code: -
Steffen fm Products
Quantity
Model r Part Number
Demuhtion(include Serial Number, if applicable)
❑ See additional listed products on attached continuation schedule.
1
35"
2
3
d
Section (E) Lease Payment Information & Lease Payment Schedule
#of
Monthly Payment
Tax Status,
Panod
Momhs
4 Wus applicable taxes)
First'
❑ Taxable
Tax -Exempt
Next
(CarlMcale attached)
Billing Frequency:
❑ Monthly
Next
❑ Quarterly
❑ Annually
Next
Billing Method:
❑ Standard
Current Lease Number:
❑ ACH (Customer to submit authorisnUon form)
Section (F) Postage Meter & Postage Funding Information
Postage Funding Method: Postage Funding Account:
❑ Bill Me ❑ New
❑ Prepay By Check ❑ Existing Account
❑ ACH Debit lCusoomer to TMS Account #
submit authorization form) POC Account#_
Service Products (Check all that apply)
❑ Online Postal Rates iMetern-App(SP10)
❑ Online Postal Expense Manager iMelernu App(SP20MeoStats)
❑ Online ESorvlces IMster-App(SP30)
❑ Onlne E-SeMces with Electronic Return Receipt ibleter- App (SP35)
❑ NmShip BASIC — Requires NeoFunds/TotalFunds (EP10)
❑ NeoShlpPLUS— Requires NeoFundarrotalFunds(EP70PLUS)
❑ NeiShip ADVANCED- Requires NeoFLndstTololFunds(NEOSHIPADV))
❑ NeoShip Install& User Guide(EP70GUIDES)
❑ RunMyMali
Maintenance (provided by your authorized o#Icts)
Installation & Training (provided by your au(honzed office)
❑ Annual Software Support(Maintenance)
Covered Product
Section(G) Apptoval
Existing customers who currently fund the Postage acmuntby ACH Debitwill not be convened to NooFuids/TotelFunds unless Initialed here
This document consists of a Product Lease ("Leese) with MWIFinance Inc.; and a Postage Meier Rental Agreement ('Rental Agreemear). and an Online Services and Software Agreement
with Neopost USA Inc; and a Ne n'smisrrotalFurds Account Agreement with Mallreom Flomm, Inc. Yew signature cunstllutes an offer to enter Into the Lease ant, if applicable, the other
agreements, and acknrnMedges&l gy♦3q elved, read, and agree to all applicable terms and conditions .(version Deeled-easa-Vg416), which are also available at
7Xo:/foortal ne000stlWMAenn dt, and that you are authorized to sign the agreements on behalf of the customer IderMad above. The applicable agreements will
become blading on a nti> `pnlavRerga.authorized Individual accepts your offerby signing below, orwhen the equipment s shipped to you.
Dale Accepted
Farms Road • Milford, CT 06461 • WWW ne000stusa com
L51186e-04/16 Terms Revision R-04-16
PRODUCT LEASE AGREEMENT
In this 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 Product Lease Agreement
order form ("Order Form"). "We," "Us" and "Our" mean the
lessor, MailFinance 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 UNCONDTTIONAL
AND NON -CANCELABLE 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
contained In the Online Services and Software Agreement
with 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 on that page,
plus all other amounts stated herein. This Lease Is binding on
You as of the date You sign it. This Lease Is not binding on
Us until We sign it or until the Products are shipped,
whichever happens first.
3. Initial Term; Renewal. The Initial Term of this Lease
will begin on the earlier of either the date the Products are
installed or five (5) days after the Products are shipped by the
Supplier and will continue for the number of months shown on
the Order Form ("Initial Term"). Unless, at least ninety (90)
days before the end of the Initial Term, You: (i) notify Us that
You intend to return the Products at the end of the Initial
Term by calling 1-800-NEOPOST (636-7678); and (it) send
written notice to Us in the manner We instruct You when You
call, this Lease will automatically renew on a quarter -to -
quarter basis, except as prohibited by law (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) daysprior 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 return the Products pursuant to Section 14 of this Lease.
4. Payments. PAYMENTS UNDER THIS LEASE ARE
UNCONDITIONAL AND WILL CONTINUE FOR THE ENTIRE
TERM OF THIS LEASE, WITHOUT ANY RIGHT TO REDUCTION
OR SET-OFF. Lease Payments, plus applicable taxes and
other charges provided for herein, are payable in advance
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. If We do not receive a
payment in full on or before its due date, You shall pay a fee
equal to the greater of 5% of the amount that is late, or
twenty dollars ($20), but in no event shall You pay more than
the maximum amount allowed by law. In addition, You agree
to pay Us Our then -current fee for checks returned unpaid
and for ACH direct debit transactions which are rejected. In
addition to the Lease Payment, You agree to pay Us a one-
time fee (not to exceed $150.00) to cover the origination,
documentation, processing and certain other costs associated
with this Lease.
5. Buy -Out of Another Obligation. In the event that We
have provided You with money to complete the remaining
stream of payments on a lease that You may have with a
third party, Your repayment of that amount shall be Included
as part of Your Lease Payment. You remain solely responsible
for the full performance of any commitments that You have
made with such third party. You agree that We are not
responsible for any difference between the amount that We
have provided and any amounts actually due, or claimed to
be due, to the third party. In the event that You fail to make
all of the Lease Payments set forth on the Order Form, in
addition to any other remedies We may have, You agree to
immediately pay Us the unamortized remaining balance of the
money given to You to complete the remaining stream of
payments on the third party lease.
6. 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 Installation Address
unless You first get Our written permission to do so.
7. 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 cast, 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.
S. Assignment of Supplier's Warranties. We hereby
assign to You any warranties relating to the Products that We
may have received from the Supplier.
9. 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).
10. Default. You will be in default under this Lease if You
fall 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 14 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: (i) 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
Page 1 of 6 Dealer Product Lease Version: Dealerlease-VO4-16
to the remaining value of the Products at the end of the then -
current term, as reasonably determined by Us. 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.
11. 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.
12. Automated Clearinghouse Direct Debit (^ACH"). If,
You have elected ACH service, You hereby authorize Us to
initiate with the depository bank ("Bank") that You have
provided to Us a debit of any amounts that become due by
You to Us (and/or any of Our affiliates including, but not
limited to, Neopost USA Inc., and Mailroom Finance, Inc.)
from the specified account. ACH payments shall remain in
effect until terminated by the Bank, You, or Us. You must
give Us thirty (30) days prior written notice of Your intent to
terminate ACH services or any change in Bank account status
which would impair Our ability to debit such funds.
13. Loss; Damage; Insurance. You shall: (1) bear the
risk of loss and damage to the Product(s) for the Initial
Term and any Renewal Period; (11) 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, with Us named as an additional
Insured thereon ("Insurance'); and (iii) provide Us
with evidence of Insurance within thirty, (30) days of a
request by Us, or a third party acting on our behalf, to
do so. You are required to provide Us with sufficient
evidence of Insurance within thirty (30) days of the
commencement of the Initial Term. If You fail to
provide such evidence of Insurance, then We may, at
our sole option, protect Our interest in any hardware
Product(s) by obtaining insurance on Your behalf via
inclusion of such Product(s) in Our MailProtect
program. If We obtain such coverage, then You agree
that We may charge You the premium for such
Insurance, as well as our then -current fee for doing so.
This charge will be added to Your Lease invoice and
You agree to pay this charge according to the terms of
this Lease. Refer to Section 13.1 of this Lease for more
information regarding Our MailProtect program.
13.1 MailProtect Program. If We have included a
hardware Product in Our MailProtect program and any
covered loss, damage or destruction to such covered
Product(s) (a "Loss') occurs and the amount of the
Loss is greater than $100, then We shall (provided You
are not in default under this Lease) repair or replace
such Product(s) and Your obligations pursuant to this
Lease will remain unchanged. More information
regarding Our MailProtect program, including
information on Losses that are not covered, is available
at www.ne000stusa.com/mallyrotect. If there is a
covered Loss and We fail to repair or replace the
affected hardware Product(s) within twenty (20) days
of receiving written notice of the covered Loss from
You, then You may terminate this Lease; provided that
(I) You give us written notice of Your intent to do so;
and (11) We receive such notice within forty-five (45)
days of the Loss. The coverage offered through Our
MailProtect program may: (1) be more expensive than
Insurance that You could obtain on Your own; (11) be
obtained through companies affiliated with Us; and (III)
involve a fee paid to such affiliated companies (which
will result in a profit by Us). Once enrolled in the
MailProtect program, You may cancel the coverage at
any time by providing Us with evidence of Insurance.
We reserve the right to discontinue the MailProtect
program at anytime.
14. Return of Products. You are required to return the
tangible Products under this Lease. Upon the termination of
this Lease You shall, after receiving an Equipment Return
Authorization ("ERA") number from Us, promptly send such
Products, at Your expense plus shipping and handling costs,
to any location(s) that We designate within 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.
15. Indemnification. You shall Indemnify and defend Us
against, and hold Us harmless for, any and all claims, actions,
damages, liabilities, losses, and costs (Including reasonable
attorneys' fees) made against or incurred by Us relating to
Product Matters (as defined below). Your obligations
pursuant to this Section shall survive the termination or
expiration of this Lease.
16. Assignment. YOU SHALL NOT SELL, TRANSFER,
ASSIGN, SUBLEASE, PLEDGE OR OTHERWISE
ENCUMBER (COLLECTIVELY, -TRANSFER") THE
PRODUCTS OR THIS LEASE IN WHOLE OR IN PART. We
may, without notice to You, Transfer Our interests in the
Products and/or this Lease, In whole or in part, to a third
party. You agree not to assert against the new owner any
claim, defense or offset You may have against Us or any
predecessor in interest.
17. Taxes. You agree to pay for all applicable taxes related
to the Products, including taxes related to Your acquisition,
possession, and/or use of the Products as well as all property.
taxes on the Products. Furthermore, You agree to pay the
applicable fee to cover Our expenses associated with the
administration, billing and tracking of such charges and taxes.
In addition, in the event We determine It Is reasonable to do
so, You hereby authorize Us to pay any such taxes and to
include such amount as part of the capitalized amount used to
compute Your payment pursuant to this Lease.
18. 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."
19. 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
Page 2 of 6 Dealer Product Lease Version: Dealerlease-VO4-16
I
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.
20. 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
(1-800-636-7678). 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'l, 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.
21. 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.
22. 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 he 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.
23, 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.
24. Survival of Obligations. 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.
25. Choice of Law; Venue; and Attorneys Fees. This
Lease shall .be governed under the laws of the State of
Connecticut, without regard to conflicts of law, and
jurisdiction shall Ile 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, the prevailing party shall be
awarded its reasonable attorney fees, and costs and expenses
Incurred.
POSTAGE METER RENTAL AGREEMENT
1. Incorporation of Certain Terms. Customer
acknowledges that: (1) it has entered a 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 13, 13.1, 14 and
17 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: (1) 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; (ill) You are responsible for the control
and use of the Postage Meter; (Iv) You will comply with all
applicable laws regarding Your use orpossessionof 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 €ndicia 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. 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 14 of the Lease.
Furthermore, You agree that if you fall 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: (1) 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
Page 3 of 6 Dealer Product Lease Version: Dealerlease-VO4-16
J
NEOPOST
Meter(s); (11) disable the Postage Meter; (M) 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. 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
Onfine 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
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 the following updates for Your
covered Products or Software: (1) 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 (li) 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: (1) promptly pay the then -current price for
such update; or (11) 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.
B. 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,
Flctitlous 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 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
Page 4 of 6 Dealer Product Lease Version: Deaferlease-VO4-16
PNEOPOS i
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 17 through 24 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 LISPS 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/Totall'unds 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
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/Total Funds Account under the
terms and conditions of this Account Agreement. If the
Account is used to acquire products or services 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 duedate 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 spedfled above, a fee for a late payment, a fee for
any checks that are returned as a result of insufficient funds,
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: (1) have
made any misrepresentations to Us; (11) 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: (1) declare all
agreements You have with Us in default and due and payable
at once without notice or demand; (11) 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
Page 5 of 6 Dealer Product Lease Version: Dealerlease-VO4-16
ADDENDUM TO AGREEMENTS
This Addendum to Agreements is by and between MailFinance Inc. ("MailFinance") and City of South
Bend Department of Code Enforcement ("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. Any defined term used herein shall have the same meaning as in the Lease.
In consideration of the mutual covenants contained herein, and in the Lease, the parties agree as follows:
1. MailFinance and Customer agree to amend the Lease as follows:
a. Section 3, titled "Initial Term" is hereby amended to delete the second
sentence and replace it with the following: "Unless You notify Us in writing by
sending a notice of termination to Us at least thirty (30) days before the end of
the Initial Term that You intend to return the Products at the end of the Initial
Term, this Lease will automatically renew on a month -to -month basis (each a
"Renewal Period"). Written notices to Us shall be sent to: MailFinance Inc., 478
Wheelers Farms Road, Milford, CT 06461."
b. Section 25, titled "Choice of Law; Venue; and Attorney's Fees" is
hereby amended in the first sentence to delete "State of Connecticut" and replace
it with "State of Indiana," and to delete "New Haven County, Connecticut" and
replace it with "St. Joseph County, Indiana."
2. The Parties agree to delete the Postage Meter Rental Agreement,
NeoFunds/TotalFunds Account Agreement, Online Services and Software Agreement in
their entirety as they are not applicable.
The Lease and this Addendum contain the complete understanding and agreement between the parties
hereto, and supersede all 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 and this Addendum, the terms of the
Addendum shall control.
The parties have caused this Addendum to Agreements to be executed by their duly authorized
representatives on the date set forth below.
City of South Bend )�
of Code Enfoijq6Wtof Public Works
By: X)q_" "
Printed N
Title:
MailFinance Inc.
By:
Printed Name:
Title:
Date: I Date:
11
City of South Bend Department of Code Enforcement Lease Addendum 8/10/2016
HPL
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.
ONLINE SERVICES AND SOFTWARE AGREEMENT
1. Incorporation of Certain Terms. You acknowledge that
You have entered a Product Lease Agreement with
MaiiFinance 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 17
through 25 or 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.neopostusa.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: (1) software updates and, If applicable, carrier rate
updates that keep You current and compliant with supported
carrier rates, fees, zone schedules, label, bamode and farms
changes; (ii) updates to the Software; (III) 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 or 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.
Page 6 of 6 Dealer Product Lease Version: Dealedease-VO4-16
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date
Name
16 Aug 2016
Cecil Eastman
Department Code Enforcement
BPW Date 23 Aug 2016 Phone Extension 9317
Required Prior to Submittal to Board
Legal ® Attorney Name Michael Schmidt
Controller ❑ Controller review is required for all Contracts $5,000.00 or more and
greater than one year in length per the City Purchasing Policy
Purchasing ❑
Check the Appropriate Item Type — Required for All Submissions
❑ Agreement ® Contract ❑ Proposal ❑ Addendum
❑ Professional Services ❑ Resolution
❑ Bid Opening ❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet
❑ Quote Opening ❑ Quote Award
❑ Change Order No. ❑ C/O & PCA No. ❑ PCA
❑ Ease/Encroach. ❑ Traffic Control
® Other: Folder rental
Required Information
Company or Vendor Name
New Vendor ❑ Yes Lx
MBE/WBE Contractor ❑ MBE [
MBE/WBE Contractor Requested ❑ No
Project Name
Project Number
Funding Source
Account No.
Amount
Terms of Contract
Purpose/Description
Amount of
No ❑ If Yes, Approved by Purchasing
j WBE
] Yes Name of Company
600-1201-415.36-02
1,831.68
5 years
Equipment rental
❑ Required Contractor's Certification Form Attached (Non -
Collusion, Non -Discrimination Non -Debarment E-Verify, Iran et<
Reauired For Chanae Orders Only
Increase
Decrease
Previous Amount
Current Percent of Change:
New Amount
Total Percent of Change:
Copy
Original
El
N
❑
❑
❑
❑
Cecil Eastman
Approval