|
Pitney bowel ,
<br />EXHIBIT 1
<br />MASTER SERVICES AGREEMENT
<br />This Master Services Agreement ("Agreement") by and between Pitney Bowes Presort Services, Inc., a Delaware corporation,
<br />("PBPS"), with offices located at 10110I Street, Omaha, NE 68127, and City of Santa Ana, a California municipality, ("Client"),
<br />with offices located at 20 Civic Center Plaza, Santa Ana, CA 92701, is entered into as of February 1, 2019 ("Effective Date').
<br />For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto mutually
<br />agree as follows:
<br />1. Services Provided By PBPS.
<br />1.1 PBPS will provide the agreed upon services as described in the Statement(s) of Work (each an "SOW") attached
<br />hereto or added from time to time and incorporated herein by this reference. The terms of this Agreement shall apply
<br />to each SOW attached hereto, except as expressly provided in any SOW. This Agreement and each SOW, to the extent
<br />reasonably possible, will be construed to be consistent with each other. I£ and to the extent, however, that this
<br />Agreement and any SOW cannot reasonably be construed as consistent with each other, then (i) the SOW will control
<br />with respect to its subject matter and (ii) this Agreement will control in all other respects.
<br />1.2 This Agreement does not contemplate the handling of mail containing any credit, debit or gift cards (`Plastics") or
<br />mail containing cash, checks, money orders, or other negotiable documents ("Negotiables'). If the parties decide to
<br />expand the services to include Plastics or Negotiables, the parties shall confer to address additional concerns of both
<br />parties and enter into a mutually agreed amendment(s) prior to beginning such services.
<br />2. Client's Responsibilities. Client must present only mail prepared in compliance with all United States Postal Service'
<br />("USPS" 11) regulations and all other applicable laws, Hiles, and regulations and meeting the requirements as set forth in the
<br />SOW.
<br />3. Fees For Services. For the services provided by PBPS, Client shall pay the fees specified in each SOW.
<br />4. Invoices. PBPS shall submit monthly invoices to Client at the address specified above for Client, or such other address as
<br />is specified by Client to PBPS in writing. Such invoices shall show the total number of mail pieces handled, the fees charged,
<br />postage, and such other information as PBPS may elect to include on its invoices. Invoices shall be due within thirty (30)
<br />calendar days from the date of the invoice, payment by bank to bank transfer is preferred. Client will, in addition to payment
<br />of fees under this Agreement, pay to PBPS all amounts due and owing to PBPS as of November 2, 2018 through the date of
<br />this Agreement. If Client fails to make payment for all undisputed invoice charges when due, PBPS may, upon five (5) days
<br />prior written notice, suspend performance under this Agreement until such payment is made. Any amounts owed and past
<br />due for services rendered or expenses (other than postage) incurred shall bear interest at a rate of one and one-half percent
<br />(1.5%) per month or the maximum amount allowed by law (if less) until paid. An amount is not in dispute unless Client, in
<br />good faith, has notified PBPS in writing by the due date that it disputes the charges in the invoice and has provided sufficient
<br />detail for PBPS to research and respond to such dispute. Any claim to dispute an invoice, either before or after payment,
<br />must be communicated to PBPS in writing no later than one -hundred -eighty (180) days following the invoice date. Client
<br />payment for postage paid by PBPS to the USPS on behalf of Client shall be as set forth in the SOW. Client will be responsible
<br />for any and all excise, sales and/or use taxes, and like charges imposed with respect to the services provided by PBPS
<br />hereunder. PBPS shall be responsible for any and all taxes and like charges based upon or determined by reference to the
<br />net income of PBPS.
<br />5. Warranty - Disclaimer. PBPS shall perform all duties and obligations required of it pursuant to this Agreement in a
<br />professional and workmanlike manner and in accordance with accepted presort mail processing industry standards.
<br />EXCEPT AS SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE, PBPS MAKES NO WARRANTIES,
<br />EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
<br />PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES AND ANY SUCH WARRANTIES ARE HEREBY
<br />EXPRESSLY DISCLAIMED.
<br />6. Compliance. Each party shall comply with all local, state, and federal laws and regulations applicable to such party as it
<br />relates to the services, including USPS, labor and employment, immigration, health and safety, environmental, and data
<br />privacy laws and regulations.
<br />7. Term. This Agreement shall be in force and effect for a period of three (3) years from the Effective Date ("Initial Term').
<br />This Agreement may be extended for two (2) additional one-year periods ('Renewal Term") by a writing executed by PBPS
<br />and by Client's City Manager and City Attorney. Notwithstanding the foregoing, the specific term of any SOW, ifany, shall
<br />be as set forth in the SOW. If no specific term is set forth in the SOW, the SOW shall be coterminous with this Agreement.
<br />If this Agreement is terminated while any SOW is still in effect, the terms and conditions of this Agreement shall continue
<br />to govern the SOW until such time as the SOW expires or is otherwise terminated. The total sum to be expended by Client
<br />Proprietary and Confidential Information Pagg15 t _3
<br />PBPS Contract Management—Rev Oct 2018
<br />
|