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AW*p*es N-2024-123
<br />UNTIL INSURANCE EXPIRES--
<br />I I U2�-{- MASTER SERVICES AGREEMENT
<br />CITY DATE: ��99 CLERdS�� 2 Q 1014
<br />° 0 )fhis Master Services Agreement ("Agreement") by and between Pitney Bowes Presort Services, LLC, a Delaware limited liability
<br />tA,e company ("PBPS"), with offices located at 10110 I Street, Omaha, NE 68127, and City of Santa Ana, a California municipality
<br />("Client"), with offices located at 20 Civic Center Plaza, Santa Ana, CA 92701-4076, is entered into as of February 1, 2024 ("Effective
<br />Date").
<br />For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as
<br />follows:
<br />1. Services Provided By PBPS.
<br />Ll PBPS will provide the agreed upon services as described in the Statement(s) of Work (each an "SOW ') attached hereto as
<br />Exhibit A or added from time to time and incorporated herein by this reference upon agreement between the parties. The
<br />terms of this Agreement shall apply to each SOW, except as expressly provided in any SOW. This Agreement and each
<br />SOW, to the extent reasonably possible, will be construed to be consistent with each other. If and to the extent, however,
<br />that this Agreement and any SOW cannot reasonably be construed as consistent with each other, then (i) the SOW will
<br />control 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, gift or other financial cards, or
<br />complete credit/debit/financial card number with card holder name (collectively "Plastics") or mail containing cash, checks,
<br />money orders, or other negotiable documents ("Negotiables"). If the parties decide to expand the services to include Plastics
<br />or Negotiables, the parties shall confer to address additional concerns of both parties and enter into a mutually agreed
<br />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® CUSPS"
<br />®) regulations and all other applicable laws, rules, and regulations and meeting the requirements as set forth in the SOW.
<br />3. Fees For Services. For the services provided by PBPS, Client shall pay the fees specified in each SOW.
<br />4. Invoices.
<br />4.1 PBPS will invoice Client on a monthly basis. Invoices will be made available either by hard copy mailed to the physical
<br />address specified by Client, or via PBPS' online portal. Such invoices will show the total number of mail pieces handled,
<br />the fees charged, postage, and such other information as PBPS may elect to include on its invoices. Invoices shall be due
<br />within thirty (30) calendar days from the date of the invoice; payment by bank -to -bank transfer is preferred. If Client disputes
<br />all or a part of any invoice, Client shall notify PBPS in writing by the due date and provide sufficient detail of the reason for
<br />the dispute to enable PBPS to research and respond. Any claim to dispute an invoice, either before or after payment, that was
<br />not communicated to PBPS in writing within one -hundred -eighty (180) days following the invoice date shall be invalid.
<br />Client shall be responsible for any and all excise, sales and/or use taxes, and like charges imposed with respect to the services
<br />provided by PBPS hereunder. PBPS shall be responsible for any and all taxes and like charges based upon or determined by
<br />reference to the net income of PBPS.
<br />4.2 Client payment for postage paid by PBPS to the USPS on behalf of Client shall be as set forth in the SOW.
<br />4.3 Client remains responsible for paying all undisputed amounts on any invoice on a timely basis under the terms of this
<br />Agreement, and if Client fails to make payment for an undisputed invoice charge when due, PBPS may suspend performance
<br />render this Agreement until such payment is made. Any amounts owed and past due for services rendered or expenses (other
<br />than postage) incurred shall bear interest at a rate of one and one-half percent (1.5%) per month or the maximum amount
<br />allowed by law (if less) until paid.
<br />5. Warranty - Disclaimer. PBPS shall perform all duties and obligations required of it pursuant to this Agreement in a professional
<br />and workmanlike manner and in accordance with accepted presort mail processing industry standards. EXCEPT ASSET FORTH
<br />IN THE IMMEDIATELY PRECEDING SENTENCE, PBPS MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
<br />INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT
<br />TO THE SERVICES AND ANY SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
<br />6. Comoliance. Each party shall comply with all local, state, and federal laws and regulations applicable to such party as it relates to
<br />the services, including LISPS, labor and employment, immigration, health and safety, environmental, and privacy laws and
<br />regulations.
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<br />Proprietary and Confidential Info tim
<br />PBPS Contract Management — Oct 2023
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