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<br />MASTER SERVICES AGREEMENT
<br />This Master Services Agreement ( "Agreement ") by turd between Pitney Bowes Presort Services, Inc., a Delaware
<br />corporation, ( "PBPS ") with offices located at 10110 I Street, Omaha, NE 68127, and City of Santa Ana, a California
<br />municipality ( "Client ") with offices located at 20 Civic Center Plaza, Santa Atha, CA 92701, is entered into as of November 3,
<br />2015 ( "Effective Date ").
<br />For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
<br />mutually agree as follows:
<br />1. Services Provided By PBPS. PBPS will provide the agreed upon services as described in the Staternent(s) of Work
<br />(each an "SOW ") attached hereto or added from time to time and incorporated herein by this reference. The terms of
<br />this Agreement shall apply to each SOW attached hereto, except as expressly provided in any SOW. This Agreement
<br />and each SOW, to the extent reasonably possible, will be construed to be consistent with each other. If and to (lie
<br />extent, however, that this Agreement and any SOW cannot reasonably be construed as consistent with each other, then
<br />(i) tie SOW will control with respect to its subject matter and (ii) this Agreement will control in all other respects.
<br />2. Client's RespOnsibilitle5. Client must present only mail prepared in compliance with all United States Postal
<br />Service' ("USPS") regulations and all other applicable laws, rules, and regulations and meeting the requirements as
<br />set forth in the SOW,
<br />3. Pees For Services. For the services provided by PBPS, Client shall pay the fees specified in each SOW. Effective
<br />not earlier than the last week in January each year, and upon thirty (30) days prior written notice to Client, the fees set
<br />forth in the applicable SOW will be subject to an annual adjustment based upon 'increases in the most current
<br />published Consumer Price Index for the previous twelve month period, as indicated in the column for Urban Wage
<br />Earners and Clerical Workers, U.S. City average (base index year 1982 -1934 =100) as published by the Bureau of
<br />Labor Statistics.
<br />4, Invoices. PBPS shall submit monthly invoices to Client at the address specified in the signature block for Client, or
<br />such other address as is specified by Client to PBPS in writing. Such invoices shall show the total number of mail
<br />pieces handled, the fees charged, postage, and such other information as PBPS may elect to include on its invoices.
<br />Invoices shall be due within thirty (30) calendar days from the date of the invoice; arrangements may be made for
<br />payments by bank to bank transfer. If Client fails to make any undisputed payment when due, PBPS may, upon five
<br />(5) days prior written notice, suspend performance under this Agreement until such payment is made, and any
<br />amounts owed and past due for services rendered or expenses incurred shall bear interest at a rate of one and one -half
<br />percent (1.5 %) per month or the maximum amount allowed by law (if less) until paid, An amount is not in dispute
<br />unless Client, in good faith, has notified PBPS in writing by the due date that it disputes the charges in the invoice and
<br />has provided sufficient detail for PBPS to research and respond to such dispute. Client payment for postage paid by
<br />PBPS to the USPS on behalf of Client shall be as set forth in, the SOW. Client will be responsible for any and all
<br />excise, sales and /or use taxes, and like charges imposed with respect to the services provided by PBPS hereunder.
<br />PBPS shall be responsible for any and all taxes and like charges based upon or determined by reference to the net
<br />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
<br />WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR
<br />FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES AND ANY SUCH
<br />WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
<br />6. Compliance. Each party shall comply with all applicable local, state and federal laws and regulations, including
<br />USPS rules and regulations, labor and employment laws and regulations, immigration laws and regulations, health and
<br />safety laws and regulations, environmental laws and regulations and data privacy laws and regulations.
<br />7. Term. This Agreement shall be in force and effect for a period of three years from the Effective Date ( "Initial
<br />Term "). This Agreement may be extended for two (2) additional one -year periods ( "Renewal Terms ") by a writing
<br />executed by PBPS and by Client's City Manager and City Attorney. Notwithstanding the foregoing, the specific term
<br />of any SOW shall be as set forth in the SOW. If this Agreement is terminated while any SOW is still in effect, Tile
<br />terms and conditions of this Agreement shall continue to govern the SOW until such time as the SOW expires or is
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<br />Proprietary and Confidential Information
<br />PBPS Contract Management — Rev November 2013
<br />25C -3
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