PITNEY BOWES PRESORT SERVICES, LLC (2)

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or in the schedules and addendum, appendices and attaclunents, if any. Any prior agreements between the parties with regard to similar services provided at any location covered by any SOW attached hereto are superseded by this Agreement, including the Master Services Agreement between the City of Santa Ann and PBPS dated February 1, 2019 which is hereby terminated. 20. Severability. If any provision of this Agreement, or portion thereof, is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be severed and the remaining provisions of this Agreement will remain in force and effect. 21. Waiver. The failure to enforce any provision of this Agreement shall not operate as a waiver thereof nor preclude the enforcement of any such provision in the future. All waivers shall be in writing and signed by the party granting the waiver. 22. Modification. This Agreement maybe modified only by a written document signed by the parties Hereto. The terms and conditions of thus Agreement shall supersede any and all standard terms and conditions on either parry's preprinted forms, including but not limited to purchase orders, pickup slips and invoices. 23. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, Any assignment in violation of this provision will be null and void. Notwithstanding the foregoing, without the other part's consent, either party may assign this Agreement in whole or in part to an affiliated company or a successor in interest of all or substantially all of the assets of such party, provided that, in the case of an assignment by Client, such affiliated company or successor in interest satisfies PBPS' creditworthiness standards. A party making such assignment shall promptly notify the other party in writing. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. 24. Reference. Client agrees that PBPS can use Client's name in a client list and/or identify Client as such when comrnmricating with prospective clients, in each case along with the PBPS service Client uses. 25. Marketing. Client agrees that PBPS can use Client's name and logo in marketing content, including in an advertising campaign, widr the prior consent from Client. 26. Governing Law. This Agreement shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of California, without regard to its conflicts of law principles, irrespective of the fact that any one of the parties is now or may become a resident of a different state. 27. Notices. All notices, consents or waivers required or permitted in this Agreement shall be in writing and be deemed to have been drily given when (a) delivered personally; (b) upon delivery according to the records of an overnight courier service; or (c) upon USPS records if sent by certified mail (postage prepaid), using the address set forth for each party in the opening paragraph on page 1 of this Agreement. A parry may change the address for notice by notice satisfying the requirements of this paragraph. 28. Authorized Signature. Each party represents and warrants to the other that it has full and complete authority to enter and perform thus Agreement and that the person signing in its behalf has been duly authorized to sign this Agreement. (Signatures on the following page) Page 4 of 15 Proprietary and Confidential Lrformation PBPS Contract Management — Oct 2023