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PITNEY BOWES PRESORT SERVICES, INC.
City of Santa Ana Clerk of the Council corcoxloeuseomy AGREEMENT TERMINATION FORM Please complete this form in its entirety when the attached agreement and all F amendments (if any) are no longer in effect. - Note: If your agreement is grant related, please ensure that all grant retention requirements have been satisfied prior to signing the termination form. Is the agreement(s) a permanent record? Yes No Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. p The agreement with A-2019-038 was completed on and final payment has been made. (, 3 2 Z No. _ (List all amendments. Use space below if needed.) Department: f01 S k ' C¢^7' ego' SrJCs Phone/Ext.: X,. -qO 2� / Signature: Date: Revised: 10-18-16 A-2019-038 pitney bowes 41 e1S AI MASTER SERVICES AGREEMENT i l Th Master Services Agreement ("Agreement") by and between Pitney Bowes Presort Services, Inc., a Delaware corporation, ("PBPS1%with offices located at 101101 Street, Omaha, NE 68127, and City of Santa Ana, aCalifarnia municipality,("ClienV), with offices located at 20 Civic Center Plaza, Santa Ana, CA 92701, is entered into as of February 1, 2019 ("Effective Date"). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto mutually agree as follows: 1. Servli p v 1,1 q} i i' ei8 ruc LWW 3 �} tL u_i?LJ zr � M. us u''cc=1.2 r .— rn cD'=- 2. Clien 3, 4. net 5, andv _ n services as describedinthe Statement(s) of Work (each an "SOW") attached € incorporated herein by this reference. The terms of this Agreement shall apply as expressly provided in any SOW: This Agreement and each SOW; to the extent ad to be consistent with each other. If and to the extent, however, that this onably be construed as consistent with each other, then (i) the SOW will control (ii) this Agreement will control in all other respects. ner. PBPS shall perform all duties a We, sail containing any credit, debit or gift cards (`Plastics") or i ;otiable documents ("NegotiableW ). If the parties decide to e parties shallconfer to address additional concerns of both for to beginning such services. cared in compliance with all United States Postal Service' regulations and meeting the requirements as set forth in the shall pay the fees specified in each SOW. address specified above for Client, or such other address as >w the total number of mail pieces handled, the fees charged, charges when due, PBPS may, upon five (5)days eh payment is made. Any amounts owed and past bear interest at a rate of one and one-half percent paid. An amount9s not in dispute unless Client, in s charges in the invoice and has provided sufficient lspute an invoice, either before or after payment, ;hty (180) days following the invoice date. Client as set forth in the SOW. Client will be responsible d.with .respect to the services provided by PEPS rges-based upon or determined by reference to the obligations required of it pursuant to this Agreement in a dth accepted, presort mail processing industry; standards. 'DING SENTENCE PBPS MAKES NO WARRANTIES, fY OF MERCHANTABILITY OR FITNESSFOR A ICES AND ANY SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, 6. Compliance. Each party shall comply with all Iocal, state, and federal laws and regulations applicable to such party as it relates to the services, including USPS, labor and employment, immigration, health and safety, environmental, and data privacy laws and regulations. 7. Term. This Agreement shall be in force and effect for a period of three (3) years from the Effective Date ("Initial Term"). This Agreement may be extended for two (2) additional one-year periods ("Renowal Tenn") by writing executed by PBPS and by Client's City Manager and City Attorney. Notwithstanding the foregoing, the specific term of any SOW; if any, shall be as set forth in the SOW. '$fno specific term is set )forth in the SOW, the SOW shall be' coterminous with this Agreement. If this Agreement is terminated while any SOW is still in effect; the terms and conditions of this Agreement shall continue to govern the SOW until such time as the SOW expires or is otherwise terminated. The total sum to be expended by Client Page I°of5 Proprietary and Confidential Information PBPS Contract Management — Rev Oct 2018 i i I for fees (including postage reimbursement) under this Agreement shall not exceed twenty thousand dollars ($20,000) annually, including for any Renewal Terms. 8. Events of Default. The occurrence of any of the following events will constitute an Event of Default hereunder: (a) a material breach of this Agreement or any SOW unless cured within a period of thirty (30) days after written notice of such breach is given to the defaulting party by the other party hereto; or (b) a party becomes insolvent or makes a general assignment for the benefit creditors, or takes advantage of any insolvency act, or commences a ease or other proceeding naming the party as debtor under the United States Bankruptcy Code, or any proceeding is instituted against the party seeking, liquidation of the party or the party's assets and the party fails to take appropriate action resulting in the withdrawal or dismissal of such proceeding within thirty (30)'days, or there shall be appointed a receiver, liquidator, conservator, trustee or similar official in respect of the assets of the party, a either case the'non-de obligation under this Agreement; 10, 12, Confidential 12.1 "Conf to Upon an Event of Default, the non -defaulting -party may, at its option: (a) terminate vnediately upon written notice to the defaulting party or upon any future date specified reement, without waiving the defaulting party's continuing obligation to cure; and, in lay, take whatever action available at law or in equity to enforce performance of any eek damages for such Event of Default, subject to any limitations set forth in this or any SOW may be terminatedprior to the end of its term as then in effect upon the- mts; (a) an Event of Default set forth in paragraph 8-above, following which the non; _ Agreement or the affected SOW; or (b) as permitted under a SOW in the event that ations, procedures, rates or incentives that directly impact the services. t a commercially reasonable business continuity plan; however, PBPS shall not be any delay or failure in performance of any service or obligation under this Agreement mane to the extent that PBPS is prevented, restricted, delayed or interfered with by but not limited to acts of God, firer floods, severe weather, explosions, utility or wars (declared or undeclared), labor disputes, strikes, lookouts, riots, epidemics, acts vernment orders or requirements having legal effect of any government or anyjudicial Aer similar or dissimilar to those referred to in this clause, which are beyond the vfajeure"). In case of a.Force Majeure event, PBPS will notify Client as soonas s are available; PBPS shall not be liable for the loss of any postage savings, and Client e between the contracted' postage discount rate and any postage upgrades required to information of either party {"Disclosing Party"), and terms of existing agreements with business business information, data processes and plans, s and procedures; (iii) research and development technology and non-public personnel data; (iv) (customers of either party; (v) business practices, rapplicable law), and marketing or business plans; ).any -other information identified in writingas oly should have known was confidential, disclosed tygains access in connection with this Agreement. 12.2 Client acknowledges that the information contained in data files of names and updated addresses resulting from Return Mail Solutions services ("Output File") may include nonpublic personal information (as defined by various state and federal laws and regulations) and that the Output File is intended only for Client's internal, legitimate business purposes and may not be sold; licensed, or otherwise distributed to third parties, except that Client may share the resulting updated addresses with `Client's customers as: it relates: to mailing: list management; Client shall advise its customers in writing of the above restrictions on use of the information. Client agrees to take reasonable measures to maintain the confidentiality of the information contained in the Output File. Client agrees to certify, if so requested, that its use of the Output File complies with these requirements. 12.3 The parties acknowledge that Receiving, Party may be provided, have access to or be exposed to Confidential Information of the Disclosing Party. The Receiving Party agreesr(i) to hold the Disclosing Party's Confidential Information in strict confidence, and apply atleast the standard of care used by the Receiving Party in protectingits own Confidential Information, but not less than a reasonable standard of care, (ii) not to disclose such Confidential Information to any thud party or use such Confidential information except as reasonably required to exercise its rights Page 2 of 5 Proprietary and Confidential Information:,: PBPS Contract Management — Rev Oct 2018 i or perform its obligations under this Agreement or upon written permission of the Disclosing Party, and (iii) upon written request of the Disclosing Party; to return or destroy such party's Confidential Information and provide written confirmation of compliance; however, the Receiving Party may retain such copies as may be necessary for legal or accounting purposes in accordance with its records retention policies. Eabh party agrees to -cause -its employees, agents, subcontractors or other persons over whom the Receiving Party has control and who require access to such information, to abide by such obligations. 12.4 The foregoing obligations do not apply to information that: -(i) is already public or becomes available to the public through no breach of this Agreement; or (ii) was lawfully in the Receiving Party's possession before receipt from the Disclosing Party; or (iii) is lawfully received independently from a third party who is not bound by a confidentiality obligation to Disclosing Party; or (iv) is independently developed by or on behalf of the Receiving Party without use of the Disclosing Party's Confidential Information. 12.5 If compelled by a requirement of a government agency, a court, or by law or discovery to disclose any of the Disclosing Party's Confidential Information; the Receiving Party will, unless prohibited by law or order, notify the Disclosing Party in writing prior to making any disclosure in order to provide the Disclosing Party a reasonable opportunity to either waive anyyobjection to such disclosure or request a remedy from the appropriate authority, The Receiving Party will reasonably cooperate with the Disclosing Party in its efforts to obtain such a remedy. If the Disclosing Party waives its objections or is unsuccessful in its request or fails to make such a request, the Receiving Patty will famish only that portion of the Confidential Information that is legally required. 13. Independent Contractor, It is expressly understood and agreed that each party will act as an independent contractor and that this Agreement is not intended and shall not be construed to create the relationship of agent, servant, employee, ' partnership, joint venture or tither association between Client and PEPS. Neither party may make any commitments binding on he other, nor may either party make any representation that they are acting for, or on behalf of, the, other, unless otherwise z specified in writing and signed by the parties. Neither party nor the employees of such party performing any obligation- hereunder shall be considered to be employees of the other party for any purpose, including but not limited to, compensation for services, employee welfare and pension benefits fringe benefits of employment or workers' compensation insurance. 14. Insurance. PBPS shall at all times during the term of this Agreement maintain commercially reasonable insurance for loss from property damage, bodily injury, death, and workers' compensation claims appropriate to the services provided. PBPS will list Client as additional insured, and upon request, will provide a certificate for each insurance policy required under this: Agreement:'. 15. LIMITATION OF LIABILITY. 15.1PBPS' TOTAL LIABILITY TO CLIENT RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT OR TORT, UNDER 'LEGAL OR EQUITABLE' GROUNDS; SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE REASONABLE COST TO RECREATE THE AFFECTED MAIL PIECES, BUT NOT TO EXCEED $0.50;PER PIECE OF MAIL AND IN NO EVENT SHALL SUCH LIABILITY EXCEED THE 15.2 IN NO EVENT SHALL PBPS BE LIABLE T DAMAGES, ARISING OUT OF, OR IN NO EVENT SHALL PBPS BE LIMITED TO CLEAN-UP COSTS, SUBSTANCE, EXPLOSIVE, OTHI SUBMITTED BY CLIENT. NT FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, 1UENTIAL DAMAGES OF ANY KIND WHATSOEVER, AND AGAINST THE CLIENT BY ANY THIRD PARTY, SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH IS AGREEMENT, CLIENT FURTHER AGREES THAT Y DAMAGES OR INJURIES, INCLUDING BUT NOT )M OR IN CONNECTION' WITH ANY HAZARDOUS OR SIMILAR SUBSTANCE, CONTAINED IN MAIL 16. Indemnification. Each party agrees to indemnify, defend, and hold harness the other from and against any liability, loss, cost, expense, claim, or damage, including reasonable attorneys' fees, in any action or claim (collectively "Claim") brought by any third party, alleging bodily injury (including death) to the extern caused by the negligent act/omission or willful misconduct of the indemnifying party. In addition, Client shall indemnify, defend and hold harmless PBPS from all Claims by third parties, resulting from or in connection with any hazardous substance, explosive, other pollutant or similar substance contained in mail submitted by Client. A party seeking indemnificationmust give the indemnifying party prompt written notice of any Claim and will provide reasonable cooperation in the investigation, defense or settlement of such Claim, No. compromise or settlement of the Claim may be effected by the indemnifying party without the indemnified party's prior written consent (which will not be unreasonably withheld or delayed), unless (a) there is no finding or admission of any violation of lqw by the indetnnifted'party, and (b) the sole relief provided is monetary damages that are paid in full by the indemnifying party. Page 3 of 5 Proprietary and Confidential Information PBPS Contract Management= Rev Oct 2018 17. No Third Party Beneficiaries. The parties intend that there shall be no third party beneficiaries under this Agreement, and that no person or entity, except the parties hereto, shall have any rights or remedies under this Agreement, including the right to bring any action on account of its breach or in any relation to it whether in contract, in tort, or otherwise. 18. Headings. The paragraph headings which appear in this Agreement are intended solely for convenience of reference and shall not amplify, limit, modify or otherwise be used in the interpretation of any provision of this Agreement. 19. Integration. This Agreement, including all SOWs, exhibits, schedules and any addendum, appendices and attachments hereto or thereto which are incorporated herein by reference, constitutes the entire Agreement between the parties with respect to the subject matter hereof, and there are no other agreements, promises, covenants or conditions, oral or written;; except as are set forth herein or in the schedules and addendum, appendices and attachments, 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. 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 provisionof 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 to be charged. 22. VVLL incl 23. Ass in writing. This Agreement successors and assigns, 24. Reference. Client agrees that with -prospective` clients, in ea 25. Marketing. Client agrees it campaign, with the prior cons 26. Governing Law. This Agree 27. the State of California now or may become i or (c) upon USPS records if sev paragraph on page I of this Ag this paragraph, trom client. written: document signed by the parties hereto. The terms and ndsrd terms and conditions on either party's preprinted forms, id Invoices. rout the prior written consent of the other party. Any -assignment . standing the foregoing, without the other parry's consent, either'- ftliated company or a successor in interest of all or substantially n assignment by Client, such affiliated company or successor in y makingsuchassignment shall promptly notify the other party ire to the benefit of the parties and their respective permitted r a client list and/or identify Client as such when commmdcating content, including in an advertising construed and enforced in accordance with the laws of ,a, irrespective of the fact that any one of the parties is Us Agreement shall be in writing and be deemed to have according to the records of an overnight courier service; 1), using the address set forth for each party in the opening address for notice by notice satisfying the requirements of 28, Authorized Signature. Each party represents and warrants to the other that it has full and complete authority to enter and perform this Agreement and that the person signing in its behalf has been duly authorized to sign this Agreement. [Signatures only on next page] Page 4 of 5 Proprietary and Confidential Information PBPS Contract Management — Rev Oct2018 PITNEY BOWES PRESORT SERVICES, INC. By: AL�C . Name, Lori Pirseh C iet nnancialicer Title: Date: 3/1- P m ATTEST 4ti 4 q� Name: Norma Mitre Title: ' Acting Clerk of the Council e APPROVED AS TO FORM By: Name: Lisa Storck':, Title: Assistant City Attorney; Proprietary and Confidential Information PBPS Contract Management- Rev Oct2018 CITY OF SANTA ANnAn By: �1s7 - I Y `--- — Name: Steven Mendoza Title: Acting City Manager Date: 'J�/ /Z27 i 9 RECOMMENDED FOR APPROVAL By: Name: Kathryn Downs, CPA Title: Executive Director, Finance and Management Services Agency Page 5 of 5 STATEMENT OF WORK#1 FIRST CLASS MAIL This Statement of Work ("SOW") is entered into as of February 1, 2019 ("Effective Date"), pursuant to the Master Services Agreement (the "Agreement") dated February 1, 2019, between City of Santa Ana ("Client") and Pitney Bowes Presort Services, Inc. ("PBPS"), the terms of such Agreement being incorporated herein by this reference, and governing this SOW for First Class Mail services. 1. Services Provided By PBPS. PBPS will pick up the Client's prepared mail at Client's designated address(es) as specified on Schedule 1.0, barcode (if not pre-bareoded by Client), sort and submit said mail to the United States Postal Service® ("USPS"). Provided that the mail is prepared by Client according to the Mail Specifications and is made available for pick up by PBPS on or before the daily pick up times specified on, or mutually agreed as permitted by, Schedule 1.0, the mail shall be submitted to the USPS on the same USPS business day ("Same Day") or the following USPS business day ("Next Day") as specified on Schedule 1.0. Client agrees that, as permitted by the USPS, PBPS may move Client's mail from one PBPS operatingcenter to another PBPS operating center and may consolidate letters addressed to certain commercial delivery points for induction as USPS priority mail. Additional locations or distinct mailstreams may be assigned their own Schedule Lx, e.g., 1, 1, 1.2, etc. Any reference to Schedule 1.0 also applies to any Schedule I x. 2. Quantity of Mail. Client will provide the approximate number of pieces of mail for pick up and processing as specified on Schedule 1 0, but not less than all of the presort compatible mail produced at the facility. 3. Fees For Automated Presort Services. For First -Class" automated' presort services provided by PBPS, Client shall pay the fees specified on Schedule 2.0. Additional locations or distinct mailstreams may be assigned their own Schedule 2.x, 4. Fees For Other Serficesw For other'services n any Schedule 2.x. by PBPS, Client shall pay the fees specified on Schedule 3.0. mod their own Schedule 3.x, e.g., 3.1, 3.2, etc. Any reference to 5. Postage Payment. If Client uses permit mail, pre -meters mail at the 5 digit automation rate or regularlyrequires PBPS Tometer mail on Client's behalf, Client will maintain a postage deposit or otherwise pay for such postage in advance of processing. The method and amount of such deposit or advance payment is set forth on Schedule 4.0. Additional locations or distinct mailstreams may assigned their own Schedule 4.x, e.g., 4.1, 4.2, etc. Any reference to Schedule 4.0 also applies to any Schedule 4.x. 6. Mail Specifications. Client's mail shall meet all USPS, requirements for automation compatible mail as set forth in the Domestic Mail Manual C"DMM") and its attendant documentation applicable to each type of mail submitted and the 6.1. Presentation: Client's mail shall be submitted to PBPS upright in trays with all envelopes facing in the same direction, properly' addressed and sealed. If Client's mail' is (i) pre -metered, it shall be affixed with the correct postage rate, the correct date and appropriate "pre-sorted' notations; (ii) permit imprinted, it shall be separated and presented by the correct weight and affixed with the appropriate "pre-sorted" and indicia imprint and a return address; (iii) pre -canceled stamp, it shall be affixed with a pre -canceled stamp and shall contain a return address. Client shall complete and sign pick up slips at each location indicating the number of trays and/or pieces of mail to be processed by PBPS. If Client pre -meters its mail, Client shall provide PBPS with its current license numbers, and notify PBPS' within five (5) business days of any changes. Client agrees to promptly execute or produce all PBPS or USPS documents to meet requirements of the USPS. Client further agrees to make appropriate changes in the way Client addresses and handles its mail as reasonably requested by PBPS and as required by the USPS. 6.2. BarcodeRequirements: 6.2.1. If Client pre-barcodes its mail, Client must: (1) utilize the USPS Coding Accuracy Support System (CASS) to satisfy the USPS zip code accuracy requirements in Delivery Point Validation and provide a current certificate upon request; and (2) apply only barcodes compliant with the then current Full Service Intelligent Mail Barcode (IMb) requirements of the USPS. 6.2.2. If Client is not pre-printing a barcode on its mail, Client must leave a clear zone as specified in the DMM and the paper must be non -glossy. 6.3. Move Update Requirements: USPS regulations require that mailers utilizing First Class discounted postage rates selectone or more authorized move -update options. Client will utilize the authorized move -update option(s) indicated on Schedule 5.0. If Client utilizes the PBPS Move Update Solution, additional terms and conditions Page 1 of 10 Proprietary and Confidential Information.. PBPS Contract Management —Rev Oct2018 applicable to such services are set forth on Schedule 5.0. Additional locations or distinct mailstreams may be assigned their own Schedule 5.x, e.g., 5.1, 5.2, etc. Any reference to Schedule 5.0 also applies to any Schedule S.x. 6.4. Readability: Mail meeting the Mail Specifications is expected to process well on the PBPS equipment, meaning that PBPS can read the address and obtain a valid delivery point on the first pass. Specific expectations for the readability of Client's mail may be set forth on Schedule 2.x. If PBPS observes that Client's mail readability has degenerated, PBPS will provide Client with samples of the rejected mail and recommendations to resolve the readability and/or address accuracy problems. Client will cooperate with efforts to promptly restore the readability to reasonable levels. ' 6.5. Client's mail failing to meet the Mail Specification requirements of this paragraph 6 may be subject to return of the mail, exception handling or ancillary fees set forth on Schedules 2.0 and 3.0, and/or USPS penalties. Client shall promptly, upon receipt of appropriate documentation, reimburse PBPS for all penalties or assessments levied against PEPS by the USPS as a result of Client's (or its customer or print provider) improper preparation and finishing of its mail. 7. USPS Ch die event cost or pri 8. CPI Adiu may adju R column fc by the Bt connectio the then-c 9. Fixed'Ra 9.1. EX fee 9.2. Cli Cli aut Cli wil ma 10. Term. TI in the Agreement or this SOW regarding pricing or changes, in ;ulations, procedures, rates, or incentives that directly affect the terminate this SOW on fifteen (15) days written notice to Client. ear and upon fifteen (15) days prior written notice to Client, PBPS t increases in the most current published Consumer Price Index `CPI Adjustment"). The CPI will be measured as indicated in the. U.S. City average (base index year 1982-1984=100) as published" vhich the CPI will be applied for calculating the presort fee in piece (postage and fees combined) at the time of calculation less JSPS 5 digit discount rate. the annual CPI Adjustment and any PBPS th in this SOW are fixed for the Initial Ter provided relative to the Term or tei Agreement, all other written notices accomplished by e-mail with system postage reimbursement) under this S Renewal Terms. ms due to USPS changes as described above, the below. ants set forth herein regardless of whether the actual postage qualification rates for er than the postage discount rate set forth on Schedule 2.0 and 3.0. Client hereby i retain any USPS postage refunds, incentives or rebates based on the amount of my lower presort mailing rates to PBPS, and all such refunds, incentives or rebates 3PS as part of its compensation for performance of the services. (ref for metered Terms of this SOW will coincide with those of the Agreement. Other than a notice nination of this SOW, which shall be governed by the Notice provision of the permitted or required under this SOW or the Schedules attached hereto, may be ielivery confirmation. The total sum to be expended by Client for fees (including )W shall not exceed twenty thousand dollars ($20,000) annually, including for any [Signatures only on next page] Page 2 of 10 Proprietary and Confidential Information PBPS Contract Management —Rev Oct 2018. PITNEY BOWES PRESORT SERVICES, INC. By. r Name: Lori Pirsch Chief Financial Officer Title: CITY OF SANTA ANA Name: Steven Mendoza Title: Acting City Manager Date: i Date: �!,( �,?L`:)l 1 ATTEST , RECOMMENDED FOR APPROVAL By: By, e Name: Worma Mitre Name: I{athryn Downs, CPA Title: Acting Clerk of the Council Title: Executive Director, Finance and Management . - - Services Agency APPROVED AS TO FORM Name: Lisa Storck Title: Assistant City Attorney Page 3 of 10 Proprietary and Confidential Information PBPS Contract Management —Rev Oct 2018 SOW #1- SCHEDULE 1.0 ADDRESSES AND TIMES FOR MAIL PICK UP Upon mutual agreement PBPS and Client may add Client locations where the services will be made available. PBPS reserves the right to decline services at any Client location if the factors of Average Daily Volume and distance to the nearest PBPS facility make providing the services commercially unreasonable. For current locations, PBPS will pick up Client's mail at the address(es) specified below. Client shall assemble and make available for pick up its mail on such schedule as may be mutually agreed upon by the parties, in writing (e-mail is sufficient), with the initial schedule set forth below. Client Location Pick Up Time(s)r Pick Up Time(s)r Average Daily Same Da Dated Next Da Dated Volume 20 Civic Center Plaza 4:30PM' `' N/A 1,000 Santa Ana, CA 0701 Notes;` 1 All pick up times are local time zone Monday through F Flat mail may be picked up at the same time as First Clas Consolidated letter mail to certain commercial delivery'points is then delivered using USPS priority mail3 Io the event that t for the mail, while PBPS will use reasonable efforts to meet submitted to the USPS one business day later than scheduled. 2 Proprietary and Confidential Information: PBPS Contract Management— Rey bct 2018 riday, excluding holidays, unless otherwise noted. First i s letter mail; however, such Flat mail is always Next may be submitted to the USPS the following business da; he mail is not ready at the agreed time and PBPS is able tc the regular schedule, such delay may result in the mail I lass day. but wait aine min guaranteed volume required under this SOW; however, Client iving the Client estimated volume. Client will provide the approximate :h location, for pick up and processing by PBPS. If the average daily any calendar quarter, it may be presumed that a reasonable pricing ate in good faith to agree upon such adjustment and issuean amended SOW #1- SCHEDULE 2.0 FEES FOR AUTOMATED PRESORT SERVICES For automated First Class® presort services provided by PBPS for mail meeting the Mail Specification requirements, read and accepted on the first pass through PBPS's mail processing equipment, Client shall pay to PBPS the following: 2.1 Postaee and Presort Fee. 2.1.1 Metered/Permit-Postnee and Presort Fee. Client shall meter the First Class mail, or be charged for postage on First Class permit indicia mail, at the then current USPS Discount Rate designated below for each marl type and shall pay the presort fee per piece as shown below for the applicable mail type and service level: 2.2 Presort Fee Per Piece Mail Type USPS Discount Rate Name Same Day Next Da Letters — Metered Mixed AADC $0.0267 $N/A Letters —Permit Mixed AADC $0.0298 $N/A Postcards Metered Presort $0.0226 $N/A Postcards —Permit Presort $0.0226 $N/A 2.2.3 Negotiat 2.2.4 Plastics 2.2.5 ' Other: N 2.3 Intellieent'Mail First Class letter; processing. PBPS to other workshar Discount'). Accc the USPS:elimina as provided in par 2.4 Exception Hand] including mail th Service hitelligenn reason PBPS canr the mail was prey addressing (colle Handling Fee as s may be revised b reasonable efforts necessary to meet business day. time of this SOW are attached hereto as Appendix A. therwise meeting i the Mail Specifications, but which requires additional I be charged the Presort Fee as set forth above plus a Special Handling Fee >ks, stock certificates, cash) of $tN //AA per piece. rds)-of $N/A per piece. ce. PBPS will use its commercially reasonable best efforts to prepare Client's accordance with the then current USPS requirements for Full Service IMb ill be successful in such processing and will receive from the USPS, in addition " unt on such Full Service IMb compliant and qualifying First Class mail ("IMb scount is factored into the presort fee in paragraph 2.1 above. In the event that Ili Discount, PBPS may adjust the presort fee following written notice to Client W. e. Mail that is rejected by the sorting equipment ("Machine Rejected Mail" or "Affw ), Delivery Point Validation ("DPVTMo) mail with a pre-printed barcode that is not Full 3areode ("Full Service IMb") compliant, mail that can't be barcoded, or which for any other hanically read and process as a Full Service IMb compliant mailpiece as a result of the way y Client,including but not limited to poor print quality, incompatible fonts and incorrect "Exception Mail"), will be charged the above Presort Fee plus any applicable Exception i below. The per piece amount of each Exception Handling Fee is related to USPS rates and S upon USPS changes as provided in paragraph 7 of this SOW. While PBPS will make oess Exception Mail -the -same day, such marl may be delayed because of the extra handling preparation requirements. PBPS may re -date and submit such delayed mail the following 2.4.1 Machine Rejected Mail (MRMI Fees: At the time of this SOW, based on the readability of Client's mail, the applicable MRM Fee will be applied to the determined percentage of Client's mail for each mail type and USPS discount rate set forth in the table below, The MRM Fee will be applied to such percentage regardless of the actual number of pieces of Exception Mail on any given day, MRM FEE Mail Type USPS Discount Rate Name MRM Fee Per Piece Determined Percentage Letters Mixed AADC $0.00 0% Page 5-of 10 Proprietary and Confidential Information PBPS Contract Management— Rev Oct 2018 Postcards Presort $0.00 0% In the event the readability of Client's mail (or a specific mail type or job) has degraded and Client has not been successful in restoring the readability as provided in paragraph 6.4 of this SOW, PBPS may revise the ADM Fee and/or applied percentage upon fifteen (15) days advance written notice. The revised MRM Fee will be applied to a percentage of Client's mail representing the Exception Mail, as determined by the most recent readability report attached to the notice. If Client has taken steps to improve the mail readability, Client may request a more recent readability report be used to determine the Exception Mail percentage applied, 2.4.2 IMb Down rg ade: If Client pre-barcodes its mail with a barcode that is not Full Service IMb compliant or presents mail on which PBPS cannot print a Full Service IMb, Client may be charged an IMb Downgrade based upon any penalties, postage assessments or forfeiture of discounts (collectively, "Downgrade") which may be imposed by the USPS on PBPS, based upon PBPS' calculation of Client's pro-rata share of such non -compliant mail. 2.5 Default Pricing Terms. Upon any Event of Default (paragraph 8 of the Agreement) by Client for failure to make timely payment of invoices or required postage payments, PBPS may elect to continue processing Client's mail, but will no longer accept any permit mail or meterany mail on behalf of Client, and Client will pre -meter all of its mail. Any mail that has not been metered will be returned to Client. Further, Client shall not pre -meter First Class mail at�the rates specified above, and instead shall pre -meter all First Class mail at the then -current Presort Rate. PBPS will rebate back to Client the difference between the Presort pre -metered rate and the contract pricing herein for mail processed' at the Presort rate, after setting off against such rebate amount any sums thenduefrom Client to PBPS pursuant to this Agreement. If Client fails to pre -meter the mail at the Presort rate, PBPS may pursue other options as permitted under the Agreement. Page 6 of 10 Proprietary and Confidential Information.- -- PBPS Contract Management — Rev Oct2018 SOW #1- SCHEDULE 3.0 For other services identified herein, Client shall pay to PBPS the following: 3.1 Ancillary Fees. PBPS reserves the right to charge the applicable fee for services performed to correct Client's mail not in compliance with the Mail Specifications. The ancillary services described below may also be performed upon request of Client. While PBPS will make reasonable efforts to process mail requiring additional services according to the scheduled service level, the required additional handling may result in the mail being delayed and submitted to the USPS on the following business day. Client will pay the applicable Ancillary Fee, as well as reimburse PBPS for any additional postage required. Charges for the ancillary services listed below are as follows: r Service Fee Per Piece unless otherwise indicated Meter Date Correction $0,01' Missing Endorsement $0.01 Metering Fee -:Letters '. $0.0206 Metering Fee -Flats $0.06` Meter Strip $6.10 ' Labeling MLM — Sorter $0.05 Labeling LML —Hand $0.05 +$25.00 perhour perperson) Sticky Mail $25.00 ' er, hour, per person — minimum 1 hour BillableHourl";Work $25.00 `erhour, er person —minimumIhour' Excessive Waiting Time at Pickup: Straight t ck or van $60.00 per hour (minimum 1/2 hour after 30 minutes) Excessive Waiting Time at Pickup: Tractor trailer $100.00 per hour (minimum 1/2 hour after 30 minutes) 3.2 Transportation. For the mail transportation services described in paragraph 1 of the SOW, Client shall pay PBPS a fee of'$000 per pick up, which shall be invoiced and payable according to paragraph 4 of the Agreement. 3.3 Fuel Surcharee. In addition to the transportation fee set forth above, Client shall pay PBPS a fee of $0.00 per mail ,. pick up on account of fuel costs associated with performing the services described in this SOW. i Page 7 of 10 Proprietary and Confidential Information PBPS Contract Management —Rev Oct 2018 SOW #1- SCHEDULE 4.0 POSTAGE PAYMENT 4.1 Postage Payment. If Client presents mail that requires PBPS to pay the USPS for postage on Client's behalf, Client will maintain a postage deposit or otherwise pay for such postage in advance of processing, using the method described below. 4.2 Initial Payment. Client shall provide an advance postage payment equal to an estimated one (1) months' worth of postage before submitting permit, 5-Digit or unmetered mail for the first time under this SOW. 4.3 Payment Process. In addition to the initial payment, Client shall provide a postage payment for each month job sufficient to cover the estimated postage to be used during the following month job. Postage payment may be made by: 4.3.1 Client initiated payment to PBPS; or 4.3.2 Client authorization for PBPS to withdraw from Client's designated bank account Unless otherwise agreed by the parties in advance, such postage payment shall be made via electronic transfer. Client will receive a postage statement of postage charges and payment receipts for reconciliation purposes. Any shortage ofpostage funds received will be -,paid by Client with the next regular postage payment (but in any event no more than thirty days after service) and any excess postage funds received may be deducted from the next postage payment.' 4.4 Interest. PBPS shall not be required to pay any interest to Client on such postage funds received. Interest paid or fees charged by gny banking entity, shallbe between Client and the banking entity. 4.5 4.6 sSOW PBPS shall return any excess funds to Client after all Fees to PBPS by Client. J MAINTAIN THE POSTAGE PAYMENTS AT THE THEN )IATELY SUSPEND ITS PERFORMANCE UNDER THIS SOW . (i) HOLD CLIENT'S MAIL UNTIL PAYMENT IS RECEIVED IIIE EVENT THAT CLIENT'S POSTAGE FUND BALANCE IS CONSECUTIVE DAYS, ON THE FOURTH DAY AND EACH CONTINUES TO BE NEGATIVE, CLIENT SHALL PAY A D ONE -QUARTER OF A PERCENT (r/4%) OF THE NEGATIVE ) $2500 PER DAY, OR THE MAXIMUM AMOUNT ALLOWED Page 8 of 10 Proprietary and Confidential Lrfonnation PBPS Contract Management Rev Oct 2018 SOW #1- SCHEDULE 5.0 MOVE -UPDATE REQUIREMENT 5.1 Move -Update Oution. Client will complete a Certification of Move Update Compliance form as may be reasonably requested by PBPS from time to time in order to confirm the Move Update Option selected by Client on a job by job basis. Client's selections include the following move -update option(s): Indicate the selected option for Move Update Solution by placing an "X" in each column under the mail category type indicated. O lion First Class First Class First Class Letter Mail Postcard Mail Flat Mail Not Applicable X A USPS approved Move Update Solution provided and X X utilized k Client on all, Client mail of this e PBPS Move Update Solution < (an MLOCR-based software application such as Siemens UMove®) provided by PBPS on all Client mail of this e A USPS approved More Update Solution provided and )utilizedby Client on all Client mail of this type, except for designated jobs within the mail type as agreed by the parties on which PBPS shall utilize the PBPS Move Update Solution 5.1.1 As to each Client will reimbur caused in part by, upon PBPS's caloul 5.1.2 As to each be charmed for sue s method of testing to determine if a mail owner's addresses are being updated as required Compliance regulations. Mailpiece compliance is measured per calendar month and results PS Mailer Scorecard: Mailer Scorecards are available for individual mail owners and for r. The USPS will assess penalties orpostage assessments against PBPS as the eDoc submitter ing if the total Move Update failures submitted by PBPS per operating center under its USPS D (CRID) is over the USPS established threshold for the month. If Client has its own USPS nt agrees that it will monitor its own failure rate for performance on the USPS Mailer DRID, which can be accessed through the USPS Business Customer Gateway. The parties y and resolve failures involving Client's mail if either party has reasonable concerns about )retard threshold requirements. ` The parties shall also cooperate to promptly appeal any y the USPS if there are reasonable grounds to advocate an appeal. (s) for which Client elects to rely on its own application of a USPS Move Update Solution, 3PS for any penalties or postage assessments imposed by the USPS against PBPS due to, or it's mailpiece Move Update failures which exceed the Mailer Scorecard threshold, based a of Client's pro-rata portion of such penalty or assessment for that month. s) for which Client elects the PBPS Move Update Solution applied by PBPS, Client will not love Update penalties or postage assessments imposed by the USPS against PBPS, on r PBPS under those jobs even if the Move Update failures on those jobs exceed the Mailer 5.2 Physical Requirements for PBPS Move Update Solution: PBPS can only spray barcodes on mail pieces that are non -glossy with a sufficient clear zone in the lower right quadrant. Client will be required to use another approved Move Update method for non -conforming mail pieces. 5.3 PBPS Move Update Solution Fee: Application Fee of $1N/A per each piece of Letter mail scanned. Application Fee of $N/A per each piece of Postcard mail scanned. Page 9 of 10 Proprietary and Confidential Information' PBPS Contract Management —Rev Oct 2018. APPENDIX A To SOW #1 First Class Letters, Postcards and Flats - USPS Postage Discount Rates USPS Postage Rates as of January 27, 2019: Page 10 of 10 Public Injbrmation USPS Rates E fective as Shawn AGENCY CUSTOMER ID: LOS #: ADDIT*NAL REMARKS SCHEDULE Page 2 Of 2 AGENCY NAMED INSURSO Willis Of NOW Yank, InC. ,.,a.y Row . ..... Tt Ptn.y Bowe n Inc. POLICY NUMBER B,.Iib.rti See Page 1 -1001 Sum.. S 1r...t. CARRSR 6926 Sao Page I Sea Page JEFFECMVEDATE' See Page I The ACORD name and logo are "I stored marks of ACCORD SIR IDS 16176106 BATCH: 78369 rrRT: W6688985 Digit. fly Big—d by Francine R. Francine R. Villareal villa Date:Page]a t:SC& 020' .� CERTIFICATE OF LIABILITY INSURANCE DATE(M0 12/1/2021/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Willis Towers Watson Northeast, Inc. c/o 26 Century Blvd P.O. Box 305191 CONTACT Willis Towers Watson Certificate Center NAME: PHONE 1-877-945-7378 FAX 1-888-467-2378 AIC No Ext : AIC, No): E-MAIL certificates@willis.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# Nashville, TN 372305191 USA INSURER A: ACE American Insurance Company 22667 INSURED Pitney Bowes Inc. 3001 Sumner Street INSURER B : Commerce & Industry Insurance Company 19410 INSURERC: Indemnity Insurance Company of North Ameri 43575 INSURER D : ACE Fire Underwriters Insurance Company 20702 Stamford, CT 06926 INSURERE: National Fire & Marine Insurance Company 20079 INSURER F : COVERAGES CERTIFICATE NUMBER: W23052463 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MM DDPOLICY IYYYYI iMM/DDfYYYYI LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE �DAMAGE OCCUR PREMESOEa occurrDence S $ 300,000 MED EXP (Any one person) $ 5,000 A y HDO G72491075 07/01/2021 07/01/2022 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY ❑ PRO JECT ❑ LOC X PRODUCTS - COMP/OP AGG $ 4,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 2,000,000 BODILY INJURY (Per person) $ X ANY AUTO A OWNED SCHEDULED AUTOS ONLY AUTOS ISA H25550511 07/01/2021 07/01/2022 BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY B X UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 EXCESS LAB CLAIMS -MADE 66323214 07/01/2021 07/01/2022 DED RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? No (Mandatory in NH) NIA WLR C67814630 07/O1/2021 07/O1/2022 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 2,000,000 $ A Workers Compensation and WLR C67814678 07/01/2021 07/01/2022 E.L. Each Accident $2,000,000 Employers' Liability E.L. Disease -Ea Emp. $2,000,000 Per Statute E.L. Disease Policy $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) This Voids and Replaces Previously Issued Certificate Dated 06/29/2021 WITH ID: W21417247. SEE ATTACHED CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana Risk Management Division AUTHORIZED REPRESENTATIVE 20 Civic Center Plaza PW ".iF IZisil:ManagmentDMsllm Santa Ana, CA 92702�A° x REVIEWED &APPROVED SY: © 1988-2016 ACORD C I,?` ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD _ffmym Risk MPanagement Analyst SR ID: 21927888 BATCH: 2336113 AGENCY CUSTOMER ID: LOC #: ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Willis Towers Watson Northeast, Inc. Pitney Bowes Inc. 3001 Summer Street POLICY NUMBER Stamford, CT 06926 See Page 1 CARRIER NAIC CODE See Page 1 See Page 1 EFFECTIVE DATE: See Page 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance The City of Santa Ana, its officers, officials, employees, and volunteers are included as Additional Insureds as respects to General Liability where required by written contract. General Liability policy shall be Primary and Non-contributory with any other insurance in force for or which may be purchased by Additional Insureds where required by written contract. INSURER AFFORDING COVERAGE: ACE Fire Underwriters Insurance Company POLICY NUMBER: SCF C6781471A EFF DATE: 07/01/2021 EXP DATE: 07/01/2022 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Workers Compensation and E.L. Each Accident $2,000,000 Employers' Liability E.L. Disease -Ea Emp. $2,000,000 Per Statute E.L. Disease Policy $2,000,000 INSURER AFFORDING COVERAGE: National Fire & Marine Insurance Company POLICY NUMBER: 42-XSF-316064-01 EFF DATE: 07/01/2021 EXP DATE: 07/01/2022 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Excess Business Auto Limit: $lM xs $2M ACORD 101 (2008/01) © 2008 ACORD The ACORD name and logo are registered marks of ACORD SR ID: 21927888 BATCH: 2336113 CERT: W23052463 NAIC#: 20702 NAIC#: 20079 cF RiskMwagemendDivision REVIEWED & APPROVED BY: v --� Risk Pjanagement Analyst 1 POLICY NUMBER: HDO G72491075 Endorsement Number: COMMERCIAL GENERAL LIABILITY CG20150704 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - VENDORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organizations Vendor Your Products Any Vendor whom you have agreed to include as an All of your products. additional insured under a written contract, provided such contract was executed prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) (referred to below as vendor) shown in the Schedule, but only with respect to "bodily injury" or "property damage" arising out of "your products" shown in the Schedule which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; CG20150704 d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this excluslonerinac not annly tn- © ISO Properties, Inc., 2004 cF Risk ManagementDMsian Jy/ 1'x REVIEWED & APPROVED BY: v --� Risk janagement Analyst (1) The exceptions contained in Sub- paragraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. w RAMwagementT?i skm Page 2 of 2 © ISO Properties, Inc., 2004 J_ �°x REVIEWED & APPROVED BY.- V' --� RFA Management Analyst A. If we cancel the Policy prior bits expiration date by notice to you or the first Named insured for any reason other than nonpayment of premium, we will endeavor, as set out below, to send written notice of cancellation, via such electronic orother form oJnotification as wedetermine, bzthe persons o/organizations listed inthe schedule that you uryour representative provide or have provided to us (the "Schedule"). You or your representative must provide uswith the physical and/or e-mail address of such persons or organizations, and we will utilize such e-mail address or physical address that you oryour representative provided toumonsuch Schedule B. The Schedule must be initially provided to us within 15 days after: i The beginning of the Policy period, if this endorsement is effective as of such date: or Q. This endorsement has been added to the Policy, if this endorsement is effective after the Policy period commences. C. The Schedule must be)nomelectronic format that isacceptable 1t,)us; and must be accurate, D. Our delivery of the notification as described in Paragraph A. of this endorsement will be based on the most recent Schedule in our records as of the date the notice of cancellation is mailed or delivered to the firstNamed Insured, E. Newill endeavor tosend ordeliver such notice tothe e-mail address orphysical address corresponding to each person or organization indicated in the Schedule at least 30dayo prior to the oanoeUetkm date applicable to the F. The notice referenced in this endorsement is intended only to he a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a pending cancellation of coverage We have no legal obligation of any kind to any such person(s) or mrQancza8on(s). Our failure to provide advance notification of cancellation to the person(e)ororgan(zaUon(s) shown in the Sobadu|m shall impose no obligation or 8ob|U1y of any kind upon us` our agents orrepresentatives, will not extend any Policy cancellation date and will not negate any cancellation wfthe Policy, G. We are not responsible for verifying any information provided to we in any Schedule, nor are we responsible for any incorrect information that you or your representative provide to us. If you or your representative does not provide us with a Schedule, we have no responsibility for taking any action under this endorsement. In addition, if neither you nor your representative provides us with e-mail and physical address information with respect to a padNo0ar person or orgen}zaMon, then we shall have no responsibility for taking action with regard to such person or entity under this endorsement, H.Ve may arrange with your representative to send such notice in the event ofany such cancellation, i You will cooperate with us|nproviding the Schedule, orincausing your representative toprovide the Schedule. All other terms and conditions of the Policy remain unchanged. ALL-32687 (05/11) Authorized lk .................................... sentative ep ..cF RAMwagmedDMsiun Jy? N,�q REVIEWED & APPROVED BY.- VX*vd RtWjanagementftalpt Named Insured Pitney Number Policy Symbol Polficy Number Polcy Period Effective Date of Endorsement ISA H25550511 7/1/2021 to 7/1/2022 7/1/2021 Issued By (Name of Insurance Company) ACE Amerk:;an Insurance Company ........................... ..... ................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ nsoivt the vx*0 y rwivibeir Thc,, feqnainder of the Infwaiatlon is to be i-ampleted (:Wy when this endorsement is issued 111-111! 1 [024 12 1 010110t&M rA 1424 111 Its]" UMMI*2111 6 IM 219JIRFOMAU�_[rT �ILT 10-21-ANT-TIPTU A. If we cancel the Policy prior to its expiration date by notice to you or the first Named insured for any reason other than nonpayment of premium, we will endeavor, as set out below, to send written notice of cancellation, via such electronic or other form of notification as we determine, to the persons or organizations listed in the schedule that you or your representative provide or have provided to us (the "Schedule"). You or your representative must provide us with the physical andlor e-mail address of such persons or organizations, and we will utilize such e-mail address or physical address that you or your representative provided to us on such Schedule, B. The Schedule must be initially provided to us within 15 days after: L 'The beginning of the Policy period, if this endorsement is effective as of such date; or it. I his endorsement has been added to the Policy, if this endorsement is effective after the Policy period commences. C. The Schedule must be in an electronic format that is acceptable to us', and must be accurate. D. Our delivery of the notification as described in Paragraph A. of this endorsement will be based on the most recent Schedule in our records as of the date the notice of cancellation is mailed or delivered to the first Named Insured. E. We will endeavor to send or deliver such notice to the e-mail address or physical address corresponding to each person or organization indicated in the Schedule at least 30 days prior to the cancellation date applicable to the Policy. F, The notice referenced in this endorsement is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a pending cancellation of coverage. We have no lega� obligation of any kind to any such person(s) or organi7ation(s). Our failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule shall impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy. GWe are not responsible for verifying any information provided to us in any Schedule, nor are we responsible for any incorrect information that you or your representative provide to us. If you or your representative does not provide us with a Schedule, we have no responsibility for taking any action under this endorsement. In addition, if neither you nor your representative provides us with e-mail and physical address information with respect to a particular person or organization, then we shall have no responsibility for taking action with regard to such person or entity under this endorsement. H. We may arrange with your representative to send such notice in the event of any such cancellation, I. You will cooperate with us in providing the Schedule, or in causing your representative to provide the Schedule. J. This endorsement does not apply in the event that you cancel the Policy. ALL-32687 (05/11) cF RAMwagmedDiVisiun Jy? N,�q REVIEWED & APPROVED BY.- VX*vd RiWjanagementftaly5t All other terms and conditions of the Policy remain unchanged. ALL-32687 (05/11) cF RAMwagementDMsian Jy/\'x REVIEWED & APPROVED BY: V"° --� Risk janagement Analyst