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HomeMy WebLinkAboutAgreement A-23-586 Lease Agreement with Pitney Bowes Inc..pdf Agreement No. 23-586 Pitney bowel c Sourcewell State & Local FMV Lease Agreement Number Your Business Information Full Legal Name of Lessee/DBA Name of Lessee Tax ID#(FEIN/TIN) County of Fresno Graphic Communication Services - Sold-To:Address 844 Van Ness Ave,Fresno,CA,93721-2621,US Sold-To:Contact Name Sold-To:Contact Phone# Sold-To:Account# Christopher Campise (559)600-1251 0012958104 Bill-To:Address 844 Van Ness Ave,Fresno,CA,93721-2621,US Bill-To:Contact Name Bill-To:Contact Phone# Bill-To:Account# Bill-To:Email Christopher Campise (559)600-1251 0012958104 ccampise@co.fresno.ca.us Ship-To:Address 844 Van Ness Ave,Fresno,CA,93721-2621,US Ship-To:Contact Name Ship-To:Contact Phone# Ship-To:Account# Christopher Campise (559)600-1251 0012958104 PO# Your Business Needs Qty Item Business Solution Description 1 SENDPROMAILCENTER MailCenter 1 1FS1 USPS Special Services Software 1 1FWW 101b Interfaced Weighing Feature 1 7W00 MailCenter Meter 1 APAZL Cost Acctg Accounts Level(3000) 1 APKG SendPro P SendPro 360 Ship Access 1 APSJ Connect+270 LPM Speed 1 CAADL Enterprise Cost Acctg for SP MailCenter 1 HV1P MailCenter Printer 1 HV96000 MailCenter Weighing Platform 1 HV975M Wireless Client Kit 1 HVBD MailCenter 3000 1 HVPS MailCenter Power Stacker 1 HVSP MailCenter Shipping Bundle US187745.6 4/22 Page 1 of 4 Y102877990 ©2022 Pitney Bowes Inc.All rights reserved. See Pitney Bowes Terns for additional terns and conditions Pitney Bowes Confidential Information 1 M9SS Mailstream IntelliLink Services 2 1 ME1D Meter Equipment-P Series, HV MFDO MF Project Management<Half Day MFD1 MF Project Management<Full Day 1 MW92705 MailCenter 15in Display 1 PTJ1 SendPro Online-PitneyShip 1 PTJ4 Multicarrier Sending App w HW or Meter 1 PTJ8 SPO-PitneyShip Mailing included w HW 1 PTJC SPO-PitneyShip Individual 1 PTJN Single User Access 1 PTK1 Web Browser Integration 1 PTK3 SendPro P Series Meter Integration 1 SJM3 SoftGuard for SendPro P3000 1 STDSLA Standard SLA-Equipment Service Agreement(for MailCenter) 1 SENDPROMAILCENTER MailCenter 1 1FS1 USPS Special Services Software 1 1FWW 101b Interfaced Weighing Feature 1 7W00 MailCenter Meter 1 APAZL Cost Acctg Accounts Level(3000) 1 APKG SendPro P SendPro 360 Ship Access 1 APSJ Connect+270 LPM Speed 1 CAADL Enterprise Cost Acctg for SP MailCenter 1 HV1P MailCenter Printer 1 HV96000 MailCenter Weighing Platform 1 HV97500 Wireless Client Kit 1 HVBD MailCenter 3000 1 HVPS MailCenter Power Stacker 1 HVSP MailCenter Shipping Bundle US187745.6 4/22 Page 2 of 4 Y102877990 ©2022 Pitney Bowes Inc.All rights reserved. See Pitney Bowes Terms for additional terms and conditions Pitney Bowes Confidential Information 1 M9SS Mailstream IntelliLink Services 2 1 ME1D Meter Equipment-P Senes, HV MFD1 MF Project Management<Full Day 1 MW92705 MailCenter 15in Display 1 PTJ1 SendPro Online-PitneyShip 1 PTJ4 Multicarrier Sending App w HW or Meter 1 PTJ8 SPO-PitneyShip Mailing included w HW 1 PTJC SPO-PitneyShip Individual 1 PTJN Single User Access 1 PTK1 Web Browser Integration 1 PTK3 SendPro P Series Meter Integration 1 SJM3 SoftGuard for SendPro P3000 1 STDSLA Standard SLA-Equipment Service Agreement(for MailCenter) Your Payment Plan Initial Term: 60 months Initial Payment Amount: ( )Tax Exempt Certificate Attached Number of Months Monthly Amount Billed Quarterly at` ( )Tax Exempt Certificate Not Required 60 $2,262.16 $6.786.48 N Purchase Po,,ver`4'transaction fees included O Purchase Po,,ver"transaction fees extra 'Does not include any applicable sales,use,or property taxes which will be billed separately If the equipment listed above is replacing your current meter.your current meter will be taken out of service once this lease commences US187745.6 4,22 Page 3 of 4 Y102877990 �62022 Pitney Bowes Inc.All rights reserved. See Pitney Bowes Terms for additional terms and conditions Pitney Bowes Confidential Information Your Signature Below Non-Appropriations.You warrant that you have funds available to make all payments until the end of your current fiscal period,and shall use your best efforts to obtain funds to make all payments in each subsequent fiscal period through the end of your lease term.If your appropriation request to your legislative body,or funding authority("Governing Body")for funds to make the payments is denied,you may terminate this lease on the last day of the fiscal period for which funds have been appropriated,upon(i)submission of documentation reasonably satisfactory to us evidencing the Governing Body's denial of an appropriation sufficient to continue this lease for the next succeeding fiscal period,and(if)satisfaction of all charges and obligations under this lease incurred through the end of the fiscal period for which funds have been appropriated,including the return of the equipment at your expense. By signing below,you agree to be bound by all the terms and conditions of this Agreement,including the Sourcewell Contract Number 011322-PIT,effective date March 3,2022 and the State and Local Fair Market Value Lease Terms(including the Pitney Bowes Terms)(Version 1/22)attached hereto as Exhibit A and is incorporated by reference(the"Agreement"). You acknowledge that,except for non-appropriation,you may not cancel this lease for any reason and that all payment obligations are unconditional.This lease will be binding on us after we have completed our credit and documentation approval process and have signed below. This lease requires you to either provide proof of insurance or participate in the ValueMAX®requirement protection program(see Section 8 of the State and Local Fair Market Value Lease Terms)for an additional fee.If software is included in the Order,additional terms apply which are available by clicking on the hyperlink for that software located at hitp*/twww pdneybowes.com/us/license-terms-of-use/soffware-and-subscnphon-lerms- and-conditions himl_ Those additional terms are incorporated by reference. All terms agreed upon In this Agreement will stay in effect for the entirety of the 60-month term lease. This constitutes the entire Agreement between the Lessee and Pitney Bowes with respect to the subject matter hereof and supersedes all previous Agreement negotiations, proposals, commitments, writings, advertisements, publications, and understandings of any nature whatsoever unless expressly included in this Agreement In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority (1) this Sourcewell State and Local FMV Lease; including Exhibit A attached hereto and (2) the text of the additional terms for software located at hitp t/ www pitneybowes com/us/license-terms-of-use/software-and-subscription-terms-and-conditions himl, and (3) the text of Sourcewell Contract Number 011322-PIT 011322-PIT State7Entitys contracar Les i a u Riney Bowes Signature Sal ro Roger Donotxte Pant Name Ionnt Name Chairman of the Boaro of Supervisors of he County of Fresno OPembons manager Title the October 2,2023 Date Date isdcontract@fresnocountyca gov Email Address Sales Information M ke Well In ke.wolf@pb cont Account Rep Name Email Address PBGFS Acceptance ATTEST: Bernice E. Seidel Clerk of the Board of Supervisors County of Fresno, State of California By: For accounting use only: Deputy Org No.:8905 Account No. 7355 Fund No.: 1020 Subclass No.: 10000 US187745.6 4122 Page d of/ Y102877990 OD2022 Pitney Bowes Inc.All rights reserved. See Pitney Bowes Terms for additional terms and conditions Pitney Bowes Confidential Information EXHIBIT A TO COUNTY OF FRESNO FMV LEASE STATE AND LOCAL FAIR MARKET VALUE LEASE TERMS Thank you for choosing Pitney Bowes products and services. These Terms and the executed order(the "Order") make up your agreement with Pitney Bowes (this "Agreement"). Please read this Agreement carefully. Let's start with a few definitions that should help you better understand your agreement. "PBI" means Pitney Bowes Inc. "Pitney Bowes" means PBI and its subsidiaries. "We", "our" or"us" refers to the Pitney Bowes companies with whom you've entered into the Order. "You" or"your" refers to the entity identified on the Order. "Meter" means any postage meter supplied by PBI under the Order, including (i) in the case of a Connect+@, a SendPro®P series or a SendPro C series mailing system, the postal security device that accounts for and enables postage to be purchased and printed ("PSD"), and (ii) in the case of all other mailing systems, the PSD, the user interface or keyboard and display and the print engine. "Meter Services" means: access to the PSD to download, account for, and enable printing of postage within a PBI Postage Evidencing System as defined in Title 39, Part 501 of the Code of Federal Regulations ("CFR"); USPS mandated processes associated with the PSD, including registration, usage reporting and withdrawal; repair or replacement of the PSD as described in Section 27; and the SoftGuard Program outlined in Section 29. "Equipment" means the equipment listed on the Order, excluding any Meter or standalone software. "Lease" means Lease terms and conditions set out in Sections 1 through 9. The provisions included in these Terms consist of: (i) Lease Terms; (ii) General Terms; (iii) a Service Level Agreement ("SLA"); (iv) Equipment Rental and Meter Services Terms; (v) an Acknowledgement of Deposit required by the United States Postal Service in any transaction involving a Meter; (vi) Purchase Power®Terms for a limited purpose credit line that may be available to you; and (vii) provisions relating to specific products. LEASE TERMS 1. Lease of Equipment; Provider of Leasing Services If you are leasing Equipment, these Lease terms apply. PBI is the manufacturer of the Equipment. Pitney Bowes Global Financial Services LLC, a wholly-owned subsidiary of PBI, or one of its subsidiaries ("PBGFS"), provides you with the leasing services. The term of this Lease is the number of months stated on the Order(the "Lease Term") and begins on the date the Equipment is shipped if we don't install the Equipment, and the date of installation if we install the Equipment. You may not cancel this Lease for any reason and all payment obligations under this Lease are unconditional. You understand that we own the Equipment. PBI owns any Meter as USPS regulations require. Except as stated in Section 3, you don't have the right to become the owner of the Equipment at the end of the Lease Term. 2. Payment Terms We will invoice you quarterly in arrears for all payments on the Order, unless the Order says otherwise (each such payment is a "Periodic Payment"). You will make each Periodic Payment by the due date shown on our invoice. Your Periodic Payment may include a one-time origination fee, amounts carried over from a previous lease, software license and maintenance fees and other charges. Any Meter Services fees, SLA fees and subscription fees (collectively"PBI Payments")will be included with your Periodic Payment and begin with the start of the Lease Term. After the Lease Term, your Periodic Payment will increase if your PBI Payments increase. 3. End of Lease Options During the 90 days before your Lease ends, you may, unless you are in default: (i) enter into a new lease or an amended lease with us; (ii) purchase the Equipment"as is, where is"for its fair market value; or(iii) return the Equipment and Meter in their original condition, reasonable wear and tear excepted, and pay us our then applicable processing fee (including any equipment return fee). If you return the Equipment and Meter, you will, as specified by us, either properly pack and return them to us in the return box and with the shipping label provided by us or furnish them to a service carrier specified by us to pick up and ship them to us. If you don't do one of the things listed in clause (i), (ii)or(iii) above, you will be deemed to have agreed to enter into successive month to month extensions of the term of this Lease, unless prohibited by law. You may choose to cancel the automatic extensions at any time by giving us 30 days' written notice by creating a case at pitneVbowes.com/us/contact-us.html (follow the instructions under "how to create a case"). Upon cancellation, you agree to either return all items as provided in this Section 3 or purchase the Equipment. 4. WARRANTY AND LIMITATION OF LIABILITY PBI PROVIDES YOU WITH THE LIMITED WARRANTIES IN SECTION 10. PBGFS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR FREEDOM FROM INTERFERENCE OR INFRINGEMENT, AND PBGFS ISN'T LIABLE FOR ANY LOSS, DAMAGE (INCLUDING INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES) OR EXPENSE CAUSED DIRECTLY OR INDIRECTLY BY THE EQUIPMENT. 5. Equipment Obligations You will keep the Equipment free from liens and in good condition and working order. We may inspect the Equipment and related maintenance records. You may not move the Equipment from the location specified on the Order without our prior written consent. 6. Risk of Loss (a) You bear the entire risk of loss, theft, damage or destruction to the Equipment from the date of shipment by us until the Equipment is returned to, and received by, us, regardless of cause, ordinary wear and tear excepted ("Loss"). No Loss will relieve you of any of your obligations under this Lease. You must immediately notify us in writing of any Loss. To protect the Equipment from loss, you will keep the Equipment insured against Loss for its full replacement value under a comprehensive policy of insurance or other arrangement that is reasonably satisfactory to us ("Insurance"). (b) YOU MUST CALL US AT 1-800-732-7222 AND PROVIDE US WITH EVIDENCE OF INSURANCE. 7. Other Lease Terms (a) If more than one lessee is named in this Lease, liability is joint and several. You, and any guarantor signing the Order or any documents executed in connection with this Lease, agree to furnish us financial information upon request. Each of these persons authorizes us to obtain credit reports on them now and in the future. (b) You may not assign or sublet the Equipment, the Meter or this Agreement without our prior written consent. Any assignment without our consent is void. We may sell or assign all or part of this Lease or the Equipment but it will not affect your rights or obligations. (c) We will provide you with a welcome letter by email. 8. NON-APPROPRIATION You warrant that you have funds available to pay all payments until the end of your current fiscal period, and shall use your best efforts to obtain funds to pay all payments in each subsequent fiscal period through the end of your Lease Term. If your appropriation request to your legislative body, or funding authority("Governing Body")for funds to pay the payments is denied, you may terminate this Lease on the last day of the fiscal period for which funds have been appropriated, upon (i) submission of Sourcewell State and Local FMV Lease Agreement(Version 1/22)for County of Fresno 2 documentation reasonably satisfactory to us evidencing the Governing Body's denial of an appropriation sufficient to continue this Lease for the next succeeding fiscal period, and (ii)satisfaction of all charges and obligations under this Lease incurred through the end of the fiscal period for which funds have been appropriated, including the return of the Equipment at your expense. 9. EARLY TERMINATION You further warrant that you intend to enter into this Lease for the entire Lease Term and you acknowledge that we have relied upon such represented intention when determining the applicable pricing plan. If you cancel or terminate this Lease prior to expiration of the Lease Term (other than for non-appropriations), you shall pay a termination charge equal to the net present value of the monthly payments remaining through the completion of the term, discounted to present value at a rate of 6% per year. The foregoing paragraph shall supersede Section 12(a)(ii) of these Terms. GENERALTERMS 10. Warranties We warrant that all PBI-branded equipment ("PBI Equipment")will be free from defects in material and workmanship and will perform according to the operator guides for a period of twelve months from the date (i)the PBI Equipment is installed at your location when PBI installs the PBI Equipment for you or (ii) the PBI Equipment is delivered to you when you can install it yourself. The D12000TM inserting system has its own unique warranty that you can see at pitneybowes.com/us/di2000-terms.html. (a) A defect doesn't include the failure of rates within a rate update to conform to published rates. (b) We warrant that any service ("Service")we perform under the SLA set out in Sections 19 through 24 will be performed in a professional and workmanlike manner. (c) YOUR SOLE REMEDY FOR A WARRANTY CLAIM IS TO HAVE US REPAIR OR REPLACE THE PBI EQUIPMENT OR, IN THE CASE OF DEFECTIVE SERVICE, REPERFORM THE SERVICE. (d) There is no warranty for PBI Equipment that needs to be repaired or replaced because of any Excluded Circumstance. "Excluded Circumstance" is a circumstance outside of PBI's control, including an accident, your negligent or reckless use of the equipment, use of the equipment which exceeds our recommendations or in a way not authorized by this Agreement or any operator guide, use of the equipment in an environment with unsuitable humidity, line voltage, damage in transit, software virus, loss of data, loss or fluctuation of power, fire, flood or other natural causes, and other external forces beyond our control, servicing of the equipment by someone other than us, failure to use required software updates, use of the equipment with any system where we have told you that we will no longer provide support or that we have advised you is no longer compatible, or use of third party supplies (such as ink), hardware or software that results in (i) damage to equipment (including damage to printheads), (ii) poor indicia, text or image print quality, (iii) indicia readability failures or(iv) a failure to print indicia, text or images. (e) The print engine(s), print engine components, structural components and printed circuit board assemblies supplied with or within the PBI Equipment may be reclaimed, reconditioned or remanufactured. These items are warranted to perform according to the same standards as the equivalent new item. (f) The warranty doesn't cover ink, integrated printhead/ink cartridges, ink rollers, toner and drum cartridges, ribbons and similar items ("Consumable Supplies"). (g) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, WE (ON BEHALF OF OURSELF Sourcewell State and Local FMV Lease Agreement(Version 1122)for County of Fresno 3 AND OUR SUPPLIERS) MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE EQUIPMENT OR SERVICES. WE MAKE NO REPRESENTATION OR WARRANTY AS TO ANY THIRD PARTY EQUIPMENT. WE AGREE TO PASS THROUGH TO YOU ALL THIRD PARTY EQUIPMENT WARRANTIES TO THE EXTENT PERMITTED. 11. Limitation of Liability OUR TOTAL LIABILITY(INCLUDING ANY LIABILITY OF OUR SUPPLIERS) IS LIMITED TO THE FEES PAID BY YOU FOR THE APPLICABLE EQUIPMENT OR SERVICES. NEITHER WE NOR OUR SUPPLIERS IS LIABLE FOR ANY: (1) DAMAGE YOU MAY INCUR BY REASON OF YOUR MISUSE OR NEGLIGENT USE OF THE EQUIPMENT OR YOUR NEGLIGENT ACTS OR OMISSIONS OR(11) INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING COMMERCIAL LOSS, OR LOST PROFITS, DATA OR GOODWILL, FOR ANY MATTER RELATING TO THIS AGREEMENT. 12. Default and Remedies (a) If you don't make any payment within three days after the due date shown on our invoice, you breach any other obligation under this Agreement or under any other agreement with Pitney Bowes and such breach continues for thirty days after we give you notice or you become insolvent or file for bankruptcy, you will be in default and we may: (i) cancel this Agreement and any other agreements Pitney Bowes has with you; (ii) require you to pay to us immediately pursuant to Section 9 above; (iii) disable the Meter; (iv) require you to return the Equipment and Meter, and delete or remove software; and deny you access to software; (v) if you don't return the Equipment, require you to immediately pay to us an amount equal to the value of the Equipment, as determined by us; (vi) charge you a late charge for each month that your payment is late; (vii) charge you a check return fee for payments made by you with insufficient funds; and (viii) pursue any other remedy, including repossessing the Equipment and Meter without notice to you. To the extent permitted by law, you waive any notice of our repossession or disposition of the Equipment or Meter. By repossessing the Equipment or Meter, we aren't waiving our right to collect the balance due. (b) You agree to pay all our costs, including attorneys' fees, incurred in enforcing our rights. (c) We may suspend any services during any period that your account is more than thirty days past due. 13. Taxes You agree to pay us for all applicable sales, use, property, purchase or other taxes (excluding taxes on net income) related to the Lease or Equipment rental agreement or Meter Services agreement based on or measured by your payments, the Equipment, Equipment location, Meter and Meter location. We will determine the amount of all property and similar taxes to be charged to you based on our reasonable valuation of the Equipment or of the Meter, taking into consideration tax rates and depreciation. If any of these taxes are applicable, you agree to pay a tax administrative charge set by us without reference to the tax charged or services performed; such fee and charge won't exceed a total of$35 per year for each Lease schedule or Equipment rental agreement or Meter Services agreement. 14. Embedded Software; Applications Sourcewell State and Local FMV Lease Agreement(Version 1/22)for County of Fresno 4 (a) Our Equipment may contain embedded software. For embedded software, you agree that: (i)we and our licensors own the copyrights and other intellectual property to it; (ii) you are licensed only to use it with our Equipment in which it resides; (iii)you won't copy, modify, de-compile, or attempt to unbundle, reverse engineer or create derivative works of it; and (iv)you won't distribute or disclose it(or any portion) to anyone. The embedded software may contain third party software which is subject to any terms accompanying it. Technical support for embedded software will be given according to the SLA covering the Equipment with the embedded software. (b) Certain products and services may provide you an opportunity to access applications provided by us or a third party. Each application you access will have its own terms and conditions applicable to your use of that application located within it, and by using the application you agree to those terms and conditions. 15. Internet Access Point and Alalog Connectivity The internet connectivity for the Equipment or Meter may use an internet access point provided by us. You may only use this access point for connectivity between the Equipment or Meter and the internet and for no other purpose. You agree to pay all costs resulting from the use of the access point in violation of this restriction. IF YOU USE AN ANALOG CONNECTION FOR YOUR MAILING SYSTEM, YOU ACKNOWLEDGE THAT THE ANALOG CONNECTIVITY IS PROVIDED BY A THIRD PARTY SUPPLIER. NEITHER WE NOR OUR SUPPLIERS PROVIDE ANY WARRANTY WITH RESPECT TO THE FUNCTIONALITY OR QUALITY OF THE ANALOG CONNECTION. IF THE THIRD PARTY SUPPLIER NO LONGER PROVIDES ANALOG CONNECTION CAPABILITY, WE WON'T BE RESPONSIBLE FOR PROCURING AN ALTERNATIVE SUPPLIER AND YOU WILL HAVE TO USE A DIGITAL CONNECTION. 16. Security Interest You grant us a purchase money security interest in the Equipment, any replacements, and any proceeds from the sale of the Equipment, to secure payment of any balance due. We have the right to recover the Equipment if you haven't paid for it. We may file a copy of this Agreement as a financing statement with the State authorities. If you are leasing Equipment, you authorize us to file a Uniform Commercial Code financing statement naming you as debtor/lessee with respect to the Equipment in order to protect our interest in the Equipment. 17. Delivery You bear all shipping charges for physical delivery of the Equipment, Meters and software. 18. Miscellaneous (a) We will use your information in accordance with our Privacy Statement. (b) You agree to use the Equipment and Meter only for business or commercial purposes, and not for personal, family, or household purposes. (c) We aren't responsible for any delay or failure to perform resulting from causes outside of our control. (d) You may not assign this Agreement without our prior written consent. Any assignment without our consent is void. (e) Payments aren't subject to setoff or reduction. Sourcewell State and Local FMV Lease Agreement(Version 1/22)for County of Fresno 5 (f) ANY LEGAL ACTION YOU FILE AGAINST US MUST BE STARTED WITHIN ONE YEAR AFTER THE EVENT GIVING RISE TO YOUR CLAIM. YOU WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION RELATED TO THIS AGREEMENT. (g) We can only change this Agreement if we both agree to do so in writing. You may use a purchase order to offer to obtain equipment or services but none of its provisions will modify or supersede these provisions unless we expressly agree in writing. If any provision in this Agreement is found to be invalid or unenforceable, the remaining provisions won't be affected. (h) Our respective rights and obligations under Sections 11 (Limitation of Liability), 12 (Default and Remedies) and 13 (Taxes)will survive termination of this Agreement. (i) We may deliver any notice and other communication to you under this Agreement by email to the email address that we have on file for you. You agree to the delivery of these notices and other communications by email. We may call you at any number you give to us. (j) This Agreement is governed by the laws of the State of Delaware. (k) You agree that we can use your name in a client list and identify you as a client when communicating with prospective clients, in each case along with our product or service that you are using. You agree that we can use your name and logo in marketing content, including in an advertising campaign, with your prior consent. (1) You agree to comply with all applicable export control laws and regulations. SERVICE LEVEL AGREEMENT 19. Applicability of SLA This SLA section applies to you if we have entered into an agreement to provide service for any Equipment we lease, rent or sell on the Order, excluding Equipment with charges based on volume of use ("Usage-based Equipment") and any D12000TIl (the covered equipment is called "Covered Equipment"). 20. Service Level Options (a) (i) If you sign up for Standard SLA on the Order, PBI will provide at its option either repair or replacement services for the Covered Equipment during the Initial Service Term or any Renewal Service Term (each term as defined in Section 21) (the "Service Term"). You are also entitled to: (x) replacement printheads for Covered Equipment without additional charge, except for printheads which need to be replaced as a result of any Excluded Circumstance, and except for integrated printhead/ink cartridges; and (y)two preventative maintenance service calls per calendar year. PBI will notify you when preventative maintenance is due or you can request preventative maintenance service. If your Covered Equipment needs repair, PBI may provide repair by remote access, diagnostics and service and/or by on-site repair service. Repair service is provided only for damage resulting from normal wear and tear. Repair service may include the use of new, reconditioned, or remanufactured parts and assemblies. PBI will provide parts or assemblies for discontinued equipment(or equipment not marketed as new) only if available. If PBI deems it necessary, PBI will dispatch a service technician to arrive at your location for on-site service. You won't incur hourly charges unless service is performed outside Normal Working Hours, which will be done only with your consent. "Normal Working Hours" means 8 a.m. —5 p.m., Monday— Friday, excluding PBI-observed U.S. holidays, in the time zone where the Equipment or other items are located. Sourcewell State and Local FMV Lease Agreement(Version 1/22)for County of Fresno 6 (ii) If PBI determines that replacement of Covered Equipment is necessary, PBI will, at no additional cost to you, promptly ship new, reconditioned, or remanufactured equipment of the same or a functionally equivalent model to replace the affected Covered Equipment. Unless PBI instructs you otherwise, within five days of receiving the replacement equipment, you must pack the Covered Equipment to be replaced in the shipping carton that contained the replacement equipment, place the pre-paid return address label on the carton, and return it to PBI. You are responsible for the Covered Equipment until PBI receives it. (b) If you are eligible to receive Performance SLA under our policies and you sign up for Performance SLA on the Order, you will be entitled to receive: (i) all coverage provided under Standard SLA; and (ii) one two-hour application consultation for your mailing and shipping needs. If PBI determines that on-site service is necessary, PBI will use commercially reasonable efforts to have a service technician on-site (during Normal Working Hours only)within 4 hours or 8 hours, as specified on the Order, after PBI has determined that it can't resolve the issue remotely (the "Response Time Commitment"). The Response Time Commitment relates solely to the arrival of a technician at your location. It isn't a guaranteed resolution of the problem within the Response Time Commitment period, and it doesn't guarantee that all parts necessary to make a repair will be on-site within this time frame. The Response Time Commitment does not apply to Service designated as service by replacement, relocation services, software maintenance, preventative maintenance, operator training, or other services not essential to repair the Covered Equipment. If the Covered Equipment is moved from its original location, PBI may, at its option, remove the Response Time Commitment. If this happens, you will receive Standard SLA and we will adjust the SLA charges payable by you appropriately. If we don't meet the Response Time Commitment, we will provide you with a credit equal to the difference between the cost of Standard SLA and Performance SLA for three months. In order to receive this credit, you must use a credit request form which you can obtain from your service technician or by calling the Customer Care Center. The credits are limited to credits for four failures to meet the Response Time Commitment in any twelve-month period during the Service Term. These remedies are your sole remedy for PBI's failure to meet the Response Time Commitment. 21. Service Term PBI will provide you with Service for twelve months, if you don't have a Lease, or for the Lease Term, if you are leasing Equipment(the "Initial Service Term"). SERVICE AUTOMATICALLY RENEWS FOR CONSECUTIVE ONE YEAR TERMS (EACH A "RENEWAL SERVICE TERM") UNLESS YOU TERMINATE YOUR SERVICE AS PROVIDED BELOW OR THE LEASE EXPIRES OR IS TERMINATED OR THE RENEWAL IS PROHIBITED BY LAW. If you don't wish to renew Service, you must deliver a written notice (the "Termination Notice") at least 60 days (or 30 days if you are in Wisconsin) prior to the renewal of the term to us at 2225 American Drive, Neenah, WI 54956 or you may notify us by creating a case at pitneybowes.com/us/contact-us.html (follow the instructions under"how to create a case"). Your Termination Notice must include your customer account number or CAN and lease number(if applicable). PBI reserves the right not to renew your SLA for any reason. 22. SLA Fees You will pay the SLA fees for the Initial Service Term and any Renewal Service Term(s). We may increase the SLA fees after the Initial Service Term, and any increases will be reflected on your invoice. If you receive service for repairs caused by any Excluded Circumstance, PBI will charge you for the service at PBI's current hourly rates and for any required parts. If you exceed the cycle volume of your Equipment specified on the Order, PBI may bill you for the additional cycles over the specified cycle volume (the additional cycles are called the"Overage"). The charge will be determined by reference to the rate in effect at the time that we determine that an Overage exists. Upon request, you will provide the cycle volume to us. If you do not provide the cycle volume to us, we will estimate the cycle volume and send an invoice to you for any Overage based on our estimate. If, in the prior quarter, we estimated cycle volume Sourcewell State and Local FMV Lease Agreement(Version 1/22)for County of Fresno 7 and later receive actual cycle volume, then we will make adjustments based on actual usage on your next invoice. 23. Service Changes PBI may modify its Service by giving written notice to you (a "Service Change Notice"), which will state whether the change is material. After receiving a Service Change Notice, if the change is material, you may terminate Service by giving us a termination notice at the address indicated in Section 21 or you may create a case at Pitneybowes.com/us/contact-us.html (follow the instructions under"how to create a case"). 24. Additional Service Terms You can't elect to have Service apply to some but not all of the items of Equipment. Service doesn't include services and repairs that are made necessary due to any Excluded Circumstance. Service excludes the supply of postal and carrier rate changes and Consumable Supplies. If you replace any of your Covered Equipment during the Service Term, and the replacement Equipment qualifies for Services, PBI will automatically enroll you for maintenance coverage on the new Equipment at PBI's then current annual rates. If you acquire an attachment, or add a unit, to your Covered Equipment, PBI will provide coverage for each attachment or unit which we determine qualifies for coverage under the SLA and adjust your rate accordingly. If you choose not to continue coverage on the replacement Equipment, attachment or unit, you may cancel Service for the item within thirty days of the date of your initial invoice for the item from PBI. If you cancel, any further maintenance or repair services on the Equipment, attachment or unit will be subject to PBI's current rates. Standard SLA will apply to rented Equipment at no additional charge. EQUIPMENT RENTAL AND METER SERVICES TERMS 25. Equipment Rental and Meter Services This Equipment Rental and Meter Services Section applies to you whenever you rent Equipment and whenever you obtain Meter Services from us. (a) If you aren't leasing the Equipment and paying for it in your lease payment to PBGFS, we will invoice you the Equipment rental ("rental")and Meter Services fees listed on the Order. After the period listed on the Order(the "Initial Term"), we may increase the rental and/or Meter Services fees upon at least 30 days' prior written notice. When you receive notice of an increase, you may terminate your rental or Meter Services only as of the date the increase becomes effective. (b) At the end of the Initial Term, unless prohibited by law, the rental term and Meter Services term will convert to successive month to month extensions. You may choose to cancel the month to month extensions at any time by giving us 30 days' written notice, to the address in Section 21 or by creating a case at pitneybowes.com/us/contact-us.html (follow the instructions under"how to create a case"). Upon expiration of the term of the rental or Meter Services, you agree to return Equipment and Meters covered by the rental and Meter Services agreement in their original condition, reasonable wear and tear excepted. 26. Postage You may transfer funds to The Pitney Bowes Bank, Inc. (the"Bank")for deposit into your Reserve Account that you maintain with the Bank (your"Reserve Account") or you may transfer funds to the United States Postal Service (the "USPS")through a lockbox bank (a "Lockbox Bank"). See the"USPS Acknowledgment of Deposit" below for more information. Until the end of the Initial Term, we may charge you a fee of up to $15.00 for refilling your postage. After the Initial Term, we may increase postage refill fees upon 30 days prior written notice. If you participate in any PBI, PBGFS, or Bank postage advance Sourcewell State and Local FMV Lease Agreement(Version 1/22)for County of Fresno 8 programs (such as Purchase Power), we will advance payment on your behalf to the USPS, subject to repayment by you under the terms of the postage advance program and billed separately from your Meter Services fees. 27. Meter Repair or Replacement; Meter Care and Risk of Loss If the Meter malfunctions or fails due to reasons other than an Excluded Circumstance, we will repair or replace the Meter. You agree to take proper care of the Meter(s), as stated in this Agreement and any user documentation. You assume all risk of loss or damage to the Meter(s)while you have possession. 28. Terms of Use of Meter; Federal Regulations You may use the Meter solely for the purpose of processing your mail, provided that you are authorized by the USPS to use the Meter, and that you comply with (i)this Agreement, (ii) any operator guide and (iii)all USPS regulations. You agree to use only attachments or printing devices authorized by us. You must receive our written consent before moving the Equipment or Meter to a different location. Federal regulations require that we own the Meter. Tampering with or misusing the Meter is a violation of federal law. Activities of the USPS, including the payment of refunds for postage by the USPS to clients, will be made in accordance with the current Domestic Mail Manual. If the Meter is used in any unlawful scheme, or isn't used for any consecutive 12 month period, or if you take the Meter or allow the Meter to be taken outside the United States without proper written permission of USPS Headquarters, or if you otherwise fail to abide by the postal regulations and this Agreement regarding care and use of the Meter, then this Agreement and any related Meter Services agreement may be revoked. You acknowledge that any use of a Meter that fraudulently deprives the USPS of revenue can cause you to be subject to civil and criminal penalties applicable to fraud and/or false claims against the United States. The submission of a false or fraudulent statement can result in imprisonment of up to 5 years and fines of up to $10,000 (18 U.S.C. 1001) and a civil penalty of up to $5,000 plus an assessment of twice the amount falsely claimed (3 U.S.C. 3802). The mailing of matter bearing a fraudulent postage meter imprint is an example of a violation of these statutes. You are responsible for immediately reporting (within 72 hours or less)the theft or loss of the Meter to us. Failure to comply with this notification provision in a timely manner may result in the denial of refund of any funds remaining on the Meter at the time of loss or theft. You understand that the rules and regulations regarding the use of this Meter as documented in the Domestic Mail Manual may be updated from time to time by the USPS and it is your obligation to comply with any rules and regulations regarding its use. 29. Rate Updates and Soft-Guard®Program Your Meter or Equipment may require periodic rate updates that you will obtain under our Soft-Guard program. We will provide rate updates only if required due to a postal or carrier change in rate, service, ZIP Code TM or zone change. The Soft-Guard program doesn't cover any change in rates due to custom rate changes, new classes of carrier service, or a change in ZIP Code or zone due to equipment relocation. We won't be responsible for any losses arising out of or resulting from the failure of rating or software downloads to conform to published rates. 30. Collection of Information You authorize us to access and download information from your Meter or from your PC Postage account. We may disclose this information to the USPS or other authorized governmental entity. We won't share with any third parties (except the USPS or other governmental entity) individually identifiable information that we obtain about you in this manner unless required to by law or court order. We may elect to share aggregate data about our clients' postage usage with third parties. 31. Value Based Services Sourcewell State and Local FMV Lease Agreement(Version 1/22)for County of Fresno 9 Value based services are services the USPS provides, including e-Return Receipt and USPS Confirmation Services. Any fees the USPS charges for these services are your responsibility to pay for and are payable the same way that you pay for postage. The USPS is solely responsible for its services. We are not responsible for any malfunctions of any part of the communication link connecting the Meter with the USPS data system. We have the right to terminate the value based services if the USPS discontinues offering the service or you breach your obligations under this Agreement and fail to cure the breach within thirty days after you have been notified in writing. USPS ACKNOWLEDGEMENT OF DEPOSIT 32. Acknowledgement of Deposit This section of this Agreement provides you with the sections that the USPS requires we include in any agreement where we are providing Meter Services. The USPS requires that we use specific language. The "acknowledgement of deposit"terms are as follows: (a) In connection with your use of a Postage Evidencing System, you may transfer funds to the USPS through a Lockbox Bank for the purpose of prepayment of postage on Postage Evidencing Systems, generating evidence of postage (a "Deposit"), or you may transfer funds to the Bank for deposit into your Reserve Account. (b) To the extent you deposit funds in advance of the use of any evidence of postage, you may make Deposits in the Lockbox Bank account identified as "United States Postal Service CMRS-PB" or make deposits in your Reserve Account, in either case through electronic means, including Automated Clearinghouse Transfers. The USPS may, at its discretion, designate itself or a successor as recipient of Deposits made by you to the Lockbox Bank account described above. (c) Any deposit made by you in your Reserve Account is subject to the Reserve Account— Agreement and Disclosure Statement governing your Reserve Account. (d) Any Deposit made by you in the Lockbox Bank account shall be credited by the USPS only for the payment of evidence of postage. Such Deposits may be commingled with Deposits of other clients. You shall not receive or be entitled to any interest or other income earned on such Deposits. (e) The USPS will provide a refund to you for the remaining account balances of Deposits held by the USPS. These refunds are provided in accordance with the rules and regulations governing deposit of funds for evidence of postage, published in the CFR. (f) The Lockbox Bank, which shall collect funds on behalf of the USPS, shall provide PBI, on each business day, information as to the amount of each Deposit made to the USPS by you, so that PBI can update its records. (g) PBI may deposit funds on your behalf. The USPS will make no advances of funds to you. Any relationship concerning advances of funds is between you and PBI, PBGFS and/or the Bank. (h) You acknowledge that the terms of this Acknowledgement may be changed, modified, or revoked by the USPS, with appropriate notice. (i) Postal Regulations governing the deposit of funds are published in the CFR or its successor. You acknowledge that you shall be subject to all applicable rules, regulations, and orders of the USPS, including future changes to such rules, regulations, and orders, and such additional terms and conditions as may be determined in accordance with applicable law. The USPS rules, regulations, and orders shall prevail in the event of any conflict with any other terms and conditions applicable to any Deposit. Sourcewell State and Local FMV Lease Agreement(Version 1/22)for County of Fresno 10 PURCHASE POWER TERMS 33. Purchase Power Program (a) The Purchase Power credit line is a product of the Bank and is not available to individuals for personal, family, or household purposes. In order to participate in the Purchase Power program (the "Program"), you must provide the information described in paragraph (h) below. You will receive a set of more specific provisions for the Program within thirty days of the date of this Agreement. (b) Your Purchase Power account (the "Account")will be charged for the amount of postage, products, and services requested and the related fees, if applicable. Unless prohibited by law, you agree to pay the fees and charges of which the Bank has given you notice, including those relating to: (i) applicable transaction or overage fees; (ii) your failure to pay in a timely manner; (iii)your exceeding your credit line; and (iv)fees attributable to the return of any checks. (c) You will receive a billing statement for each billing cycle in which you have activity in the Account. The Bank may deliver any statement electronically to the email address that is on file for you. Payments are due by the due date shown on your billing statement. You may pay the entire balance due or a portion of the balance, provided that you pay at least the minimum payment shown on the statement. In the event of a partial payment, you will be responsible for the unpaid balance. (d) (i) By using the Program, you agree that whenever there is an unpaid balance outstanding on the Account which is not paid in full by the due date shown on your billing statement, the Bank will charge you, and you will pay, interest on the unpaid balance of the Account from time to time, for each day from the date the transaction is posted to the Account until the date the unpaid balance is paid in full, at a variable rate equal to the Annual Percentage Rate applicable to the Account from time to time. (ii)The Annual Percentage Rate applicable to the Account will be: the greater of(x) 22% and (y)the sum of the highest"Prime Rate" published in the "Money Rates" section of The Wall Street Journal on the last business day of the month and the margin set forth below (the sum of the margin and the Prime Rate is herein called the "Floating Rate"). The Annual Percentage Rate will be adjusted on a monthly basis based on any fluctuation in the Floating Rate, if applicable. Any change in the Annual Percentage Rate based on the calculation described in this section will become effective on the first day of your next billing cycle. (iii)The margin which will be added to the Prime Rate to determine the Floating Rate will be 14.75% (using the Prime Rate in effect as of December 31, 2019, the daily periodic rate would be .05342% and the corresponding annual percentage rate would be 19.50%). (iv)The Account balance that is subject to a finance charge each day will include (x) outstanding balances, minus any payments and credits received by the Bank on the Account that day, and (y) unpaid interest, fees, and other charges on the Account. (v)The Bank will charge a minimum finance charge of$1.00 in any billing cycle if the finance charge as calculated above is less than $1.00. (vi) Each payment that you make will be applied to reduce the outstanding balance of the Account and replenish your available credit line. (vii)The Bank may refuse to extend further credit if the amount of a requested charge plus your existing balance exceeds your credit limit. (e) The Bank may at any time close or suspend the Account, and may refuse to allow further charges to the Account. Cancellation or suspension will not affect your obligation to pay any amounts you owe. (f) The Bank can amend any of the provisions and terms related to the Program at any time by written notice to you (including by electronic notice via the email address that is then on file for you). You are consenting to electronic delivery of any amendments to the Program terms. Each time you use the Program, you are signifying your acceptance of the terms then in effect. An amendment becomes effective on the date stated in the notice and will apply to any outstanding balance on the Account. The Bank may terminate the Program at any time and will notify you in the event of any termination. Any outstanding obligation will survive termination of the Program. Sourcewell State and Local FMV Lease Agreement(Version 1/22)for County of Fresno 11 (g) The Program and any advances are governed by and construed in accordance with the laws of the State of Utah and applicable federal law. (h) USA PATRIOT Act-To help the government fight the funding of terrorism and money laundering activities, Federal law requires financial institutions to obtain, verify and record information that identifies each person who opens an account. Accordingly, in order to activate the Account the Bank asks that you agree to provide identifying information, including your address and taxpayer identification number. The Bank may also ask for additional identifying information, where appropriate, including asking that your representative who is opening the Account provide his/her name, address, date of birth, driver's license and/or other documents and information that will allow the Bank to identify him/her. You agree to provide all such requested identifying information. PRODUCT SPECIFIC TERMS 34. Software If you are acquiring an on-premise software license or on-demand subscription services, additional terms apply which are available by clicking on the hyperlink for that software or subscription service located at Pitneybowes.com/us/license-terms-of-use/software-and-subscription-terms-and-conditions.html. Those additional terms are incorporated by reference. 35. D12000 Inserting System Terms Certain provisions which apply when you purchase, lease or rent a D12000 inserting system and when you purchase a service plan for it are set forth at pitneybowes.com/us/di2000-terms.html. and are incorporated by reference. Those provisions govern to the extent that they are inconsistent with the other terms of this Agreement. 36. PBBackup and PC-Backup Service Terms Certain provisions which apply when you utilize the PBBackup or PC-Backup services are set forth at pitneybowes.com/us/pbbackup-service-and-pcbackup-service-terms.html and are incorporated by reference. 37. Pitney Bowes Intelligent Locker Solutions You must keep the Equipment insured against Loss for its full replacement value under a comprehensive policy of Insurance. The Pitney Bowes Intelligent Locker Solutions may include a statement of work. 38. AddressRight® Printers Certain provisions which apply when you purchase, lease or rent an AddressRight Printer are set forth at pitneybowes.com/us/addressrightprinter-terms.html and are incorporated by reference. Those provisions govern to the extent that they are inconsistent with the other terms of this Agreement. 39. DM Infinity Support for the DM Infinity Meter may not go beyond June 30, 2024. The Initial Term/the Lease Term for a DM Infinity Meter may not go beyond June 30, 2024. Sourcewell State and Local FMV Lease Agreement(Version 1/22)for County of Fresno 12 DocuSign Envelope ID=568A78AE-6D81AD90-A005-ADA6A39DAAOC 011122-PIT Sourcewell q4k9k Solicitation Number: RFP #011322 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Pitney Bowes Inc., 3001 Summer Street, Stamford, CT 06926 (Supplier). Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Sourcewell issued a public solicitation for Mailing and Postage Equipment and Technology from which Supplier was awarded a contract. Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts (Participating Entities). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires February 28, 2026, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier. C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All other rights will cease upon expiration or termination of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Supplier's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. Rev. 312021 1 DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC 011322-PIT All Equipment and Products provided under this Contract must be new and the current model. Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier's product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity's site. This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier's dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer's warranty that extends beyond the expiration of the Supplier's warranty will be passed on to the Participating Entity. C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier's authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier's responsibility to ensure Sourcewell receives the most current information. 3. PRICING All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier's Proposal. When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity's total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity's requested delivery location. Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities. Participating Entities reserve the right to inspect the Equipment and Products at a reasonable Rev. 3/2021 2 DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC 011322-PIT time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity. Supplier must arrange for and payforthe return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products. B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity. C. HOT LIST PRICING. At anytime during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at anytime through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities. 4. PRODUCT AND PRICING CHANGE REQUESTS Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator. At a minimum, the request must: • Identify the applicable Sourcewell contract number; • Clearly specify the requested change; • Provide sufficient detail to justify the requested change; • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and Rev. 3/2021 3 DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC 011322-PIT • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference. S. PARTICIPATION, CONTRACT ACCESS,AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity's use of this Contract is at the Participating Entity's sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source. Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract. B. PUBLIC FACILITIES. Supplier's employees maybe required to perform work at government- owned facilities, including schools. Supplier's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws. 6. PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity Rev. 3/2021 4 DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC 011322-PIT payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract. In addition, any lease entered into by Supplier or Supplier's subsidiary and a Participating Entity under this Contract will continue for the applicable lease term identified in the lease agreement, subject to the terms and conditions of the applicable lease. Supplier's acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum; the terms of which may be negotiated directly between the Participating Entity and the Supplier. Supplier may require the use of Supplier's applicable standard transaction documents, such as lease, rental, subscription, license, and service level agreements. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract. C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following: 1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased, provided that such termination will be effective as of the last day of the fiscal period for which funds have been appropriated. All charges and obligations under an applicable Lease incurred through the end of the fiscal period for which funds have been appropriated will remain due and owing, including the return of the Equipment at the Participating Entity's expense; or 2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity's requirements. E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity's order will be determined by the Participating Entity making the purchase. Rev. 3/2021 5 DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC 011322-PIT 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: • Maintenance and management of this Contract; • Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable. B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made). The Report must contain the following fields: • Participating Entity Name (e.g., City of Staples Highway Department); • Participating Entity Physical Street Address; • Participating Entity City; • Participating Entity State/Province; • Participating Entity Zip/Postal Code; • Participating Entity Contact Name; • Participating Entity Contact Email Address; • Participating Entity Contact Telephone Number; • Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Supplier. Rev. 3/2021 6 DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC 011322-PIT B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee. The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier's name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above "Attn: Accounts Receivable" or remitted electronically to Sourcewell's banking institution per Sourcewell's Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter. Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Supplier's Authorized Representative is the person named in the Supplier's Proposal. If Supplier's Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing. 10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER,AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited Rev. 3/2021 7 DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC 011322-PIT assignment will be invalid. Sourcewell acknowledges that Supplier will provide leasing through Supplier's subsidiary identified in the Proposal and consents to such leasing transactions. C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties. D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties. E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern. F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership,joint venture, or any other relationship such as master-servant, or principal-agent. 11. INDEMNITY AND HOLD HARMLESS Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys' fees incurred by Sourcewell or its Participating Entities, arising out of any negligent act or omission, or willful misconduct, in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Neither party will be liable to the other for incidental or consequential damages under this Contract. Sourcewell's responsibility will be governed by the State of Minnesota's Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law. 12. GOVERNMENT DATA PRACTICES Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Supplier under this Contract. Rev. 3/2021 8 DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC 011322-PIT 13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY 1. Grant of License. During the term of this Contract: a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use thetrademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell's relationship with Supplier. b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier's trademarks in advertising and promotional materials for the purpose of marketing Supplier's relationship with Sourcewell. 2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, and agents (collectively "Permitted Sublicensees") in advertising and promotional materials for the purpose of marketing the Parties' relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees. 3. Use; Quality Control. a. Neither party may alter the other party's trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos. b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party's trademarks only in good faith and in a dignified manner consistent with such party's use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated. 4. As applicable, Supplier agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims,judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Supplier in violation of applicable patent or copyright laws. 5. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell's written directions. B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices Rev. 3/2021 9 DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC 011322-PIT prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract. D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services. 14. GOVERNING LAW,JURISDICTION, AND VENUE The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota. 15. FORCE MAJEURE Except for payments of sums due, neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 16. SEVERABILITY If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed. 17. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue. Rev. 3/2021 10 DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC 011322-PIT 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may: • Exercise any remedy provided by law or equity, or • Terminate the Contract or any portion thereof, including any orders issued against the Contract. 18. INSURANCE A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following: 1. Workers'Compensation and Employer's Liability. Workers' Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, products- completed operations including construction defect, contractual liability, blanket Rev. 3/2021 11 DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC 011322-PIT contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for Products-Completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent. Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer's Liability, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional Liability. During the term of this Contract, Supplier will maintain coverage for all claims the Supplier may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Supplier's professional services required under this Contract. Minimum Limits: $2,000,000 per claim or event $2,000,000—annual aggregate 6. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data — including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 per claim $2,000,000 annual aggregate Rev. 3/2021 12 DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC 011322-PIT Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention. 19. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. Rev. 3/2021 13 DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC 011322-PIT B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities. 20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing. Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to "federal" should be interpreted to mean the United States federal government. The following list only applies when a Participating Entity accesses Supplier's Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of"federally assisted construction contract" in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of$2,000 awarded by non- Rev. 3/2021 14 DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC 011322-PIT federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti-Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions. C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Intentionally Omitted. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACTOR AGREEMENT. Intentionally Omitted. E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of$150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for Rev. 3/2021 15 DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC 011322-PIT debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. J. BUY AMERICAN PROVISIONS COMPLIANCE. Supplier agrees to assess Buy American Act compliance on an individual transaction basis if applicable and advise the Participating Entity of the outcome of such assessment prior to entering into the transaction. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier's personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the Rev. 3/2021 16 DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC 011322-PIT value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier not use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval. N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by an Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user. 0. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier's actions pertaining to this Contract or any purchase by a Participating Entity. P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments. Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested. R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S. Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism. S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216. T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322. Rev. 3/2021 17 DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC 011322-PIT 22. CANCELLATION Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier's Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation. Sourcewell Pitney Bowes Inc. DocuSigned by, I,/ DocuSigned by: I lqe&4-- E 9DD6489... Er--894E82OD7C7B421 By: By: Jeremy Schwartz Bill Walter Title: Chief Procurement Officer Title: Vice President Government and GPO 3/3/2022 1 10:56 AM CST 3/3/2022 1 7:50 AM PST Date: Date: Approved: lD,occuSigneedAbAy,E , By: 7E42BSF817A64CC... Chad Coauette Title: Executive Director/CEO 3/3/2022 1 10:59 AM CST Date: Rev. 3/2021 18 DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC RFP 011322 - Mailing and Postage Equipment and Technology Vendor Details Company Name: Pitney Bowes Inc. 3001 Summer Street Address: Stamford, CT 06926 Contact: Bill Walter Email: bill.walter@pb.com Phone: 480-206-2984 HST#: 06-0495050 Submission Details Created On: Friday November 19,2021 05:45:47 Submitted On: Wednesday January 12,2022 14:20:26 Submitted By: Lisa Hunt Email: lisa.hunt@pb.com Transaction#: 243fb52d-36f6-4f4a-8cbc-86766de30716 Submitter's IP Address: 165.225.38.20 Bid Number: RFP 011322 Vendor Name: Pitney Bowes Inc. DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC Specifications Table 1: Proposer Identity &Authorized Representatives General Instructions (applies to all Tables)Sourcewell prefers a brief but thorough response to each question. Do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; respond "N/A" if the question does not apply to you (preferably with an explanation). Item Question Response* 1 Proposer Legal Name (one legal entity only): Pitney Bowes Inc. (In the event of award, will execute the resulting contract as "Supplier") 2 Identify all subsidiary entities of the Proposer Pitney Bowes Global Financial Services LLC whose equipment, products, or services are included in the Proposal. 3 Identify all applicable assumed names or DBA N/A names of the Proposer or Proposer's subsidiaries in Line 1 or Line 2 above. 4 Provide your CAGE code or DUNS number: 00-116-1793 5 lProposer Physical Address: 3001 Summer Street, Stamford, CT 06926 6 Proposer website address (or addresses): www.pitneybowes.com 7 Proposer's Authorized Representative (name, Bill Walter title, address, email address & phone) (The Title: Vice President, Government and GPO representative must have authority to sign E-mail: bill.walter@pb.com the "Proposer's Assurance of Compliance" on Phone: 480-206-2984 behalf of the Proposer and, in the event of award, will be expected to execute the resulting contract): 8 Proposer's primary contact for this proposal Bill Walter (name, title, address, email address & phone): Title: Vice President, Government and GPO E-mail: bill.walter@pb.com Phone: 480-206-2984 9 Proposer's other contacts for this proposal, if Amy Hare any (name, title, address, email address & Title: Director, Government and Expedited Delivery Contracts phone): E-mail: amy.hare@pb.com Phone: 203-360-2253 Table 2: Company Information and Financial Strength mLi Question Response* IteBid Number: RFP 011322 Vendor Name: Pitney Bowes Inc. DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC 10 Provide a brief history of your company, Pitney Bowes Inc. was incorporated in the state of Delaware in 1920. As a US including your company's core values, company, we are an industry leader offering innovative products and solutions that business philosophy, and industry longevity enable commerce in the areas of customer information management, customer related to the requested equipment, products engagement, shipping and mailing, and global ecommerce. We provide products, or services. services, and support to hundreds of thousands of clients. Approximately 100,000 of the 900,000 meters we have installed in the US are with government clients, spanning all 50 states nationwide. We provide our services to many cooperative organizations via master agreements. Our approach is to understand customer challenges and craft sending technology solutions that are individually designed. For us, getting it right matters. With a steady focus on the future of sending, Pitney Bowes continues to innovate every day. From the first postage meters to today's software and services, we've crafted a range of sending technology solutions that remove complexity and drive meaningful impact for your business. From the simplest postage meter to the most complex enterprise-wide process management solution, we support entities of all makeups and sizes. Being the pioneer of the postage meter, Pitney Bowes has dedicated the last century to advancing the technologies and solutions which enhance and improve business markets' commerce needs, leading to billions of transactions each year. Over the last 101 years we've helped clients nationwide, which include 90 percent of the Fortune 500 companies, to simplify their operations with accuracy and precision delivered by our innovative solutions and services. We help organizations of all sizes meet their immediate sending needs and stay ahead of the curve in the fast-changing world of modern commerce. Our clients range from small offices or agencies with a handful of employees (e.g. small towns, local I braries, etc.) to medium sized organizations that are the pulse of a community (i.e. county offices, school districts, etc.) to large multi-location organizations (i.e. state agencies, large counties, etc.). We are building a foundation to give Pitney Bowes the opportunity for long-term success. Today, we are a streamlined global technology company focused on shipping, mailing and related financial services that operates in markets where we have true competitive advantage. 11 What are your company's expectations in the Pitney Bowes looks forward to being of continued service and a true business event of an award? partner to Sourcewell members. Sharing industry knowledge, best practices and workflows that benefit and strengthen the members is the overarching goal of Pitney Bowes. 12 Demonstrate your financial strength and Please see our financials at the following link: stability with meaningful data. This could https://www.investorrelations.pitneybowes.com/investor-overview?c=83377&p=irol-irhome include such items as financial statements, We have also attached a copy of our 10K as Attachment 15 SEC filings, credit and bond ratings, letters of credit, and detailed reference letters. Upload supporting documents (as applicable) in the document upload section of your response. 13 What is your US market share for the Pitney Bowes Inc. has approximately 70% of the market share Nationwide. solutions that you are proposing? 14 What is your Canadian market share for the N/A solutions that you are proposing? 15 Has your business ever petitioned for No bankruptcy protection? If so, explain in detail. Bid Number: RFP 011322 Vendor Name: Pitney Bowes Inc. DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC 16 How is your organization best descr bed: is b) While Pitney Bowes is headquartered in Stamford CT, we provide support for our it a manufacturer, a distributor/dealer/reseller, clients throughout the entire United States. Warehouses and Call Centers are or a service provider? Answer whichever strategically located to provide coverage for our clients from 7:OOam to 6:OOpm in question (either a) or b) just below) best all time zones, Monday-Friday. Our online services are available 24/7. Additionally, applies to your organization. our workforce is strategically based in order to provide continuous support at client a) If your company is best descr bed as locations across the county. We take pride in being able to provide optimized a distributor/dealer/reseller (or similar entity), account coverage that includes integrated sales, services, and support structure to provide your written authorization to act as a deliver a world class experience. In addition, we have an executive sponsor driving distributor/dealer/reseller for the manufacturer client initiatives through all of Pitney Bowes internal business units. This includes: of the products proposed in this RFP. If Geographic sales coverage with dedicated North American resources to deliver applicable, is your dealer network an exceptional client experience, including billing and services. independent or company owned? Dedicated Client Relationship Managers b) If your company is best descr bed as Single point of contact to coordinate and oversee dedicated client operations a manufacturer or service provider, describe and client services your relationship with your sales and service Escalation points of contact for case management, billing, and technical force and with your dealer network in support. delivering the products and services Client centric adoption of Pitney Bowes solutions through onboarding support. proposed in this RFP. Are these individuals your employees, or the employees of a third Pitney Bowes entered its second century celebrating our strong tradition of party? dedication to clients and our continuing commitment to deliver everything from product design to manufacturing, sales, support, and external partnerships to satisfy our clients' business needs. Pitney Bowes has been recognized by J.D. Power for providing "An Outstanding Customer Service Experience" for its Technology Service & Support Program. Pitney Bowes' Authorized Dealers are certified by Pitney Bowes to sell, service and support Pitney Bowes solutions. This certification process is the same certification process that Pitney Bowes sales representative and technicians must complete. In regards to Service, should escalation be required, Pitney Bowes Authorized Dealers have direct access to Level 2 Technicians in the Pitney Bowes Technical Escalations Center. If additional infield support is required, Pitney Bowes Authorized Dealers have access to Pitney Bowes Area Technical Specialists. All Dealer escalations for clients are managed through cases established internally in our CRM tool for visibility and reporting. Our sales, both external field sales and our internal field sales organization, are employees of Pitney Bowes. Our technicians are also employees of Pitney Bowes. Dealer sales and service personnel are third party employees held to the same high standards and adherence to the terms of this RFP and subject to the terms of the resulting contract as Pitney Bowes direct employees. 17 If applicable, provide a detailed explanation Pitney Bowes is operating in good standing and has obtained, and, if awarded, outlining the licenses and certifications that will continue to maintain during the entire term of this Contract, all permits, are both required to be held, and actually approvals, and/or licenses necessary for lawful performance of its obligations under held, by your organization (including third this Contract. Pitney Bowes further agrees that, if awarded, we will comply with all parties and subcontractors that you use) in applicable state, federal, and local laws, rules, and regulations in regard to awarded pursuit of the business contemplated by this products and/or services. RFP. 18 Provide all "Suspension or Debarment" There have been no Suspensions or Debarments within the last 10 years. information that has applied to your organization during the past ten years. Bid Number: RFP 011322 Vendor Name: Pitney Bowes Inc. DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC Table 3: Industry Recognition & Marketplace Success Item Question Response* 19 Describe any relevant industry awards or Please see our Attachment 1 Pitney Bowes Offer Letter attached for an outline of recognition that your company has received our awards and recognition. in the past five years 20 What percentage of your sales are to the Pitney Bowes' government sector makes up 35+% of our overall sales in the past governmental sector in the past three years three years. 21 What percentage of your sales are to the We estimate that 10-12% of total SendTech sales are to the education sector over education sector in the past three years the last three years. 22 List any state, provincial, or cooperative Pitney Bowes considers this type of information confidential and proprietary as we purchasing contracts that you hold. What is have executed many NDAs with our clients. In addition, we have executed contracts the annual sales volume for each of these with several Group Purchasing Organizations in which we have agreed to contracts over the past three years? confidentiality terms within the contract as well. 23 List any GSA contracts or Standing Offers Pitney Bowes holds the following Contracts: and Supply Arrangements (SOSA) that you hold. What is the annual sales volume for MAS Schedule# 47QSMA21 D08R3 each of these contracts over the past three GS-25F-0010M years? Although Pitney Bowes does not share our contract sales and reporting with other entities, we must adhere to the Federal Acquisition Regulation listed below. I-FSS-639 CONTRACT SALES CRITERIA (MAR 2002) (a) A contract will not be awarded unless anticipated sales are expected to exceed $25,000 within the first 24 months following contract award, and are expected to exceed $25,000 in sales each 12-month period thereafter. (b) The Government may cancel the contract in accordance with clause 552.238-73, Cancellation, unless reported sales are at the levels specified in paragraph (a) above. Table 4: References/Testimonials Line Item 24. Supply reference information from three customers who are eligible to be Sourcewell participating entities. Entity Name* Contact Name* Phone Number* University of Oklahoma - Central Mail Andy Wright Phone: 405-325-6600 Email: andywright@ou.edu State of Maryland Mike Meyers (410) 207-4784 State of Arkansas Disability Determination Jeff Stearns (501) 6827627 Services Table 5: Top Five Government or Education Customers Line Item 25. Provide a list of your top five government, education, or non-profit customers(entity name is optional), including entity type,the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years. Entity Name Entity Type* State/ * Scope of Work* Size of Transactions* Dollar Volume Past Three Province Years N/A Government California-CA Mailing/Shipping/Mail handling $1000.00 - $250,000.00 $12,649,067.00 Products and Services N/A Government Texas-TX Mailing/Shipping/Mail handling $1,000.00 $150,000.00 $14,591,114.00 Products and Services N/A Government New York-NY Mailing/Shipping/Mail handling $1000.00 $200,000.00 $11,143,861.00 Products and Services N/A Government Illinois-IL Mailing/Shipping/Mail handling $1000.00 - $250,000.00 $6,267,159.00 Products and Services N/A Government Florida-FL Mailing/Shipping/Mail handling $1000.00 $75,000.00 $6,516,754.00 Products and Services Bid Number: RFP 011322 Vendor Name: Pitney Bowes Inc. DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC Table 6: Ability to Sell and Deliver Service Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable. Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full-time equivalents)involved in each sector,whether these workers are your direct employees(or employees of a third party), and any overlap between the sales and service functions. mLi Question Response* Ite26 Sales force. Pitney Bowes has 152 full time field sales force employees. The sales force handles dedicated account portfolios for their respective accounts, Review client requirements, analysis, discuss needs with clients, provide quotations and all other aspects of the pre-sales, implementation, and post-sales process. In addition to our field sales force, we have 12 inside sales force employees. Our inside sales force provides similar functions as our Direct Field Sales force but from our Shelton office. Members of this team do not have a dedicated account portfolio. 27 Dealer network or other distribution We have 29 dealers that are trained and authorized to sell and service our Pitney methods. Bowes products. The territories that they handle are outlined in our Authorized Dealer/Partner listing that is attached to our bid response. 28 Service force. Pitney Bowes has 427 field service technicians nationwide. These service techs are responsible for set- up, installation, training, break-fix repair and preventative maintenance on a national level. 29 Descr be the ordering process. If orders Orders are place through our sales representatives, whether they are field will be handled by distributors, dealers or representatives, inside sales representatives or dealer representatives. All pricing others, explain the respective roles of the and paperwork are generated by our centralized online quoting system to ensure Proposer and others. contract price and paperwork compliance with the contract. Client either generates an appropriate purchase order or signs the lease/sales paperwork. Once an executed agreement is obtained, the sales representative uses the same system to place the order ensuring fulfillment accuracy and timeliness. 30 Descr be in detail the process and Pitney Bowes has several ways in which you can obtain support. You can click on procedure of your customer service the link: https://www.pitneybowes.com/us/support.html. You can call us at the information program, if applicable. Include your below. In addition, our Technical Support services are outlined in our technical support response-time capabilities and document which is attached to our response as Attachment 12. We provide support commitments, as well as any incentives for our clients throughout the entire United States. Warehouses and Call Centers are that help your providers meet your stated strategically located to provide coverage for our clients from 7:OOam to 6:OOpm in all service goals or promises. time zones, Monday-Friday. Our online services are available 24/7. Telephone # for Support is 1.844.256.6444. Please see our Call Center Support Services that is included as Attachment 13. 31 Describe your ability and willingness to We will provide products and services to all participating entities nationwide in all 50 provide your products and services to states. Sourcewell participating entities in the United States. 32 Describe your ability and willingness to N/A - Pitney Bowes will not be providing our products and services to Canada under provide your products and services to the Sourcewell Contract. Sourcewell participating entities in Canada. 33 Identify any geographic areas of the United We will service all geographic areas in the United States but we will not be States or Canada that you will NOT be servicing Canada under this contract. fully serving through the proposed contract. 34 Identify any Sourcewell participating entity We will fully service all participating entity sectors nationwide to all 50 states. sectors (i.e., government, education, not-for- profit) that you will NOT be fully serving through the proposed contract. Explain in detail. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? 35 Define any specific contract requirements US territories are not included under this contract. Pitney Bowes does not have any or restrictions that would apply to our requirements or restrictions on Alaska or Hawaii. participating entities in Hawaii and Alaska and in US Territories. Bid Number: RFP 011322 Vendor Name: Pitney Bowes Inc. DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC Table 7: Marketing Plan Line Question Response* Item 36 Describe your marketing strategy for See our Marketing Plan attached to this proposal as attachment 10 promoting this contract opportunity. Upload representative samples of your marketing materials (if applicable) in the document upload section of your response. 37 Describe your use of technology and See our Marketing Plan attached to this proposal as attachment 10 digital data (e.g., social media, metadata usage) to enhance marketing effectiveness. 38 In your view, what is Sourcewell's role Sourcewell has been an invaluable partner to Pitney Bowes for many years. By educating in promoting contracts arising out of the members and prospects on the many benefits of cooperative procurement, Soucewell this RFP? How will you integrate a had broadened and enhanced acceptance and adoption of all the contracts under its' Sourcewell-awarded contract into your umbrella. Pitney Bowes consistently talks to members and prospects about the value of sales process? our Soucewell contract not only as price point but as for true cooperative procurement and the efficiency and process improvements that can bring. Please see attached Marketing Plan for further information. 39 Are your products or services Due to the configurable nature of our products and services, Pitney Bowes does not offer available through an e-procurement an E-Procurement punch-out process at this time. ordering process? If so, descr be your e-procurement system and how governmental and educational customers have used it. Table 8: Value-Added Attributes Line m Question Response* Ite40 Descr be any product, equipment, Pitney Bowes offers complete training for every product and service we sell. Basic maintenance, or operator training installation and training is included with every quote. Members will be fully up and running programs that you offer to and trained on their new solution. We have found this leads to increased adoption of the Sourcewell participating entities. solution throughout the entity along with increased member satisfaction. Additional or Include details, such as whether advance operator training is available and listed within the contract price book as well as training is standard or optional, unique configuration services any member may need. who provides training, and any costs that apply. 41 Descr be any technological Please see Attachment 1 -Pitney Bowes Offer Letter. We have attached an abundance of advances that your proposed information regarding the products that we are offering under our proposal. products or services offer. Bid Number: RFP 011322 Vendor Name: Pitney Bowes Inc. DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC 42 Describe any "green" initiatives We consider the actual and potential impacts of our operations on the environment, with that relate to your company or to particular focus on climate-related risks and sustainability. We are mindful of these factors in your products or services, and how we develop, modify, and delivery our products and services. To provide a discipline include a list of the certifying and consistency to these practices across the organization we use a cross-functional agency for each. environmental sustainability committee. This committee focuses on sharing industry best practices, serves as a forum to share information and ideas throughout the company, and reviews company strategy, products, and operations through the lens of environment sustainability. For additional information, please see our Corporate Responsibility Document at this link: https://www.pitneybowes.com/content/dam/pitneybowes/us/en/our-company/corporate- responsibility/reports/2020/corporate_respons bility_report_2020_web.pdf Pitney Bowes hold the following certifications and recognitions: Current ISO14001 Certification Green Power Program. In 2019, Pitney Bowes was listed by the U.S. Environmental Protection Agency as one of the "Green Power Partnership Top 30" in Tech & Telecom, which places it among the 30 largest U.S. green power users in that category. Pitney Bowes is recognized with the 2020 Climate Leadership Award for Excellence in Greenhouse Gas Management from the U.S. Environmental Protection Agency and the Center for Climate Solutions, in recognition of its consistent success in improving energy efficiency and reducing our environmental footprint. In addition, Pitney Bowes has achieved numerous other environmental targets including: Reducing energy consumption. In 2019, Pitney Bowes achieved its 2020 carbon emissions target a full year ahead of schedule, and electricity consumption was down by approximately 34.7 million kilowatt hours from its 2007 baseline, saving $5.03 million and reducing our carbon footprint by 16,810 metric tons of CO2. Fleet efficiency and sustainability initiatives. Transportation and logistics are vital components of Pitney Bowes Commerce Services business, with a fleet encompassing more than 400 power vehicles, vans, straight trucks and tractors. As an EPA SmartWay Partner, the company has steadily improved the environmental performance of both its vehicles and its transportation network through a combination of hardware and software solutions, enabling its vehicles to avoid 300,000 miles of driving and save more than 30,000 gallons of fuel in 2019. Green remanufacturing. Pitney Bowes has a long legacy of product remanufacturing and recycling. It has established centers throughout the United States, Canada and Europe where clients return products for subsequent remanufacture, reuse of parts, or recycling. In 2019, equipment remanufactures diverted more than 498,000 pounds of waste from recycling to reuse. In total, Pitney Bowes' remanufacturing process has kept more than 3.6 million pounds of products out of waste streams in the past eight years. Flexible work arrangements help lower our carbon footprint. Well before the COVID-19 pandemic transformed workplaces around the world, Pitney Bowes encouraged agile work as a means of saving time and reducing energy consumption, resulting in more than 14,000 fewer miles per employee not driven. Bid Number: RFP 011322 Vendor Name: Pitney Bowes Inc. DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC 43 Identify any third-party issued eco- PRESS RELEASE: Pitney Bowes Recognized with 2021 Climate Leadership Award labels, ratings or certifications that STAMFORD, Conn., October 14th, 2021 - Pitney Bowes (NYSE:PBI), a global shipping and your company has received for mailing company that provides technology, logistics, and financial services, today announced the equipment or products it is being recognized with the 2021 Climate Leadership Award for Excellence in included in your Proposal related Greenhouse Gas Management for the second consecutive year. Pitney Bowes will be to energy efficiency or recognized for its ongoing efforts and commitment to reducing its environmental footprint in conservation, life-cycle design a ceremony that will take place virtually this evening during the Climate Leadership Awards. (cradle-to-cradle), or other green/sustainability factors. The Climate Leadership Awards take place during the Climate Leadership Conference, which brings together forward-thinking leaders from business, government, academia, and the non-profit community to address climate change through policy, innovation, and business solutions. Awardees are honored for exemplary corporate, organizational, and individual leadership in reducing carbon pollution and addressing climate change in their operations and strategies. "Taking action on climate change is more important than it's ever been. We are inspired and honored to be in the company of so many outstanding U.S. organizations being recognized by The Center for Climate Solutions and The Climate Registry," said Daniel Goldstein, Executive Vice President, Chief Legal Officer and Corporate Secretary at Pitney Bowes. "As we transform our business model and objectives, we do so along with a long- term vision of achieving carbon neutrality. To meet our objectives of both growth and environmental sustainability, we have a consistent focus on making our operations more efficient and using green technologies." Pitney Bowes is being recognized for Excellence in Greenhouse Gas Management (Goal Achievement Award) for the following: • Reducing global emissions nearly 13% from 2015 to 2020, exceeding goal of 8%. • Developing and implementing sustainability initiatives in transportation and logistics, including by phasing in fuel-efficient vehicles for the North America Service Fleet, installing EV charging stations at Pitney Bowes's largest office building, and making hardware and software improvements for commercial vehicles to reduce emissions. • Reducing electricity consumption through site consolidations, efficiency upgrades, energy audits, and employee trainings. Since 2007, electricity consumption has decreased by approximately 35 million kilowatt hours, saving $5.03 million and reducing 16,810 metric tons of carbon dioxide. • Implementing "Green Energy" in place of fossil fuel-based energy at operating facilities when poss ble. Since 2009, Pitney Bowes has also purchased renewable energy credits to support 193,754,000 kWh of green power projects. • Implementing programs to reduce waste and promote remanufacturing and recycling. The company avoided 3,636 metric tons of carbon dioxide equivalent through their waste reduction campaign in 2019 alone, and in the past 8 years has kept 3.6 million pounds of products out of the waste stream through remanufacturing. "Congratulations to the 2021 Climate Leadership Award winner Pitney Bowes for their stand- out achievements," said Amy Holm, Executive Director of The Climate Registry. "At a time when the world urgently needs more climate action and ambition, these organizations and individuals demonstrate what is poss ble." "Being a climate leader and advocate for ambitious action means taking the steps today that set up opportunity for the future," said Nathaniel Keohane, President of the Center for Climate and Energy Solutions (C2ES). "The Climate Leadership Awards recognizes only those that aim high and have plans in place to achieve their goals. Pitney Bowes has shown exactly that kind of foresight and set an example among its peers." Pitney Bowes has committed to achieve carbon neutrality by 2040 through continued investment in more efficient facilities and green technologies to support our operations. To learn more about Pitney Bowes commitment to sustainability, visit the 2020 Corporate Responsibility Report located at the link below: https://www.pitneybowes.com/content/dam/pitneybowes/us/en/our-company/corporate- responsibility/reports/2020/corporate_respons bility_report_2020 web.pdf 44 Descr be any Women or Minority N/A Business Entity (WMBE), Small Business Entity (SBE), or veteran owned business certifications that your company or hub partners have obtained. Upload documentation of certification (as applicable) in the document upload section of your response. 45 What unique attr butes does your In April of last year our company entered our second company, your products, or your century during a global pandemic. There was a certain services offer to Sourcewell symmetry to how we entered our second century, since participating entities? What makes Pitney Bowes began a hundred years ago as the last Bid Number: RFP 011322 Vendor Name: Pitney Bowes Inc. DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC your proposed solutions unique in major pandemic was ending. On top of the global your industry as it applies to pandemic, 2020 was a year of tremendous social Sourcewell participating entities? disruption. With all these disruptions came opportunities. Opportunities from a business perspective and importantly opportunities to demonstrate our commitments to our values of doing the right thing the right way and ultimately opportunities to demonstrate our character. Successful companies that create long term value effectively answer four questions: First, why do employees work for you; second, why do customers buy from you; third, why do communities allow you license to operate within their locales; and finally, why do investors give you the capital to run your business. Limit focus on one of these priorities to favor another and any advantage you create will be ephemeral. It has always been important to focus on the health and well-being of your employees. In 2020, it was literally life or death. As Pitney Bowes was deemed an essential business many, actually most, of our workers showed up at our distr bution and sortation centers as they did before, but with new protocols. Masks, social distancing, temperature checks and a variety of other changes were made to ensure our team was safe. As has been the case for a hundred years, our team came through with flying colors demonstrating their resilience and dedication which has sustained Pitney Bowes. 2020 was also a year which called into question a company's cultural commitment to equality for all. At Pitney Bowes this is nothing new. Doing the right thing the right way is grounded in creating a workplace that works for all. Consequently, diversity and inclusion are not new topics to us. They are topics that we have been living for 100 years. And our commitment to diversity and inclusion continues to be recognized. In 2020, Pitney Bowes was recognized by Forbes Magazine for the second consecutive year as a great company for diverse employees to work and we were also recognized for our commitment to Women and the LGBTQ+ community. All that said, we need to, and we will continue to up our game, particularly in the area of inclusion. Pitney Bowes was deemed an essential company because of the unique role we play in commerce, specifically the movement of mail and parcels. With the huge influx of volume of parcels, 2020 was a challenging year, but we did our level best to help as many clients as we could. Also, because of hardship from the pandemic, we worked with our clients as best we could to help with momentary economic difficulties. Again, Pitney Bowes can't alleviate all hardship caused by the pandemic, but we did what we could. Our commitment to responsible citizenship is making a difference in communities where we operate around the world. This past year we helped meet urgent needs through direct charitable contributions, partnerships with local and national nonprofit organizations, grants from the Pitney Bowes Foundation, volunteerism, and advocacy on key issues made more acute by public health challenges. We also continued our longstanding work to combat social inequities by closing education gaps, supporting initiatives around early childhood education, literacy, STEM, summer learning and workforce preparedness programs with a particular focus on the needs of students in underserved communities. In 2020, we also continued our aggressive search for better ways to minimize our environmental footprint and model best practices for others. After achieving our five-year target for carbon emission reduction, a year early, we immediately set a more aggressive goal for the next five. Our 2020 recognition by "The Climate Leadership Awards" for excellence in greenhouse gas management served as a further impetus to do even more and we are. We have committed to achieve carbon neutrality by 2040 through continued investment in more efficient facilities and green technologies to support our operations. In terms of products, We have an abundance of products in which Bid Number: RFP 011322 Vendor Name: Pitney Bowes Inc. DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC we continue to innovate. Our Mailing and Shipping systems are IBI compliant as the new USPS mandates go into effect, further, we have built up our smart locker and integrated tracking software offerings as more and more contactless options become necessary in the world today. Table 9A: Warranty Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below. Line Question Response Item 46 Do your warranties cover all products, parts, and Yes. All of our terms and conditions that are uploaded contain a section on labor? our Warranty. We have attached our sales and internet terms under Warranty. The Warranty is explained in Section 1. 47 Do your warranties impose usage restrictions or Yes. There is no warranty for PBI Equipment that needs to be repaired or other limitations that adversely affect coverage? replaced because of any Excluded Circumstance. "Excluded Circumstance" is a circumstance outside of PBI's control, including an accident, your negligent or reckless use of the equipment, use of the equipment which exceeds our recommendations or in a way not authorized by this Agreement or any operator guide, use of the equipment in an environment with unsuitable humidity, line voltage, damage in transit, software virus, loss of data, loss or fluctuation of power, fire, flood or other natural causes, and other external forces beyond our control, servicing of the equipment by someone other than us, failure to use required software updates, use of the equipment with any system where we have told you that we will no longer provide support or that we have advised you is no longer compatible, or use of third party supplies (such as ink), hardware or software that results in (i) damage to equipment (including damage to printheads), (ii) poor indicia, text or image print quality, (iii) indicia readability failures or (iv) a failure to print indicia, text or images. (e) The print engine(s), print engine components, structural components and printed circuit board assemblies supplied with or within the PBI Equipment may be reclaimed, reconditioned or remanufactured. These items are warranted to perform according to the same standards as the equivalent new item. 48 Do your warranties cover the expense of Yes technicians' travel time and mileage to perform warranty repairs? 49 Are there any geographic regions of the United Pitney Bowes can provide a certified technician to perform warranty repairs States or Canada (as applicable) for which you nation wide within all 50 states as applicable. cannot provide a certified technician to perform We do not provide service in Canada. warranty repairs? How will Sourcewell participating entities in these regions be provided service for warranty repair? 50 Will you cover warranty service for items made by Yes our 12 month warranty service applies to all products offered under our other manufacturers that are part of your proposal, proposal. All service will be performed by Pitney Bowes authorized service or are these warranties issues typically passed on technicians. to the original equipment manufacturer? 51 What are your proposed exchange and return Please see Attachment 1 - Pitney Bowes Offer Letter attached which programs and policies? contains our Customer Satisfaction Guarantee and Attachment 9 - Pitney Bowes Return Policy. 52 Describe any service contract options for the Please see Attachment 12 - Technical Support Overview Document attached items included in your proposal. to our response. Bid Number: RFP 011322 Vendor Name: Pitney Bowes Inc. DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC Table 913: Performance Standards or Guarantees Describe in detail your performance standards or guarantees, including conditions and requirements to qualify, claims procedure, and overall structure.You may upload representative samples of your performance materials(if applicable) in the document upload section of your response in addition to responding to the questions below. Line Question Response* Item 53 Describe any performance standards or Please see our Attachment 1 Pitney Bowes Offer Letter that included our Customer guarantees that apply to your services Satisfaction Guarantee. 54 Describe any service standards or Please see Attachment 12 - Technical Service Overview document guarantees that apply to your services (policies, metrics, KPIs, etc.) Table 10: Payment Terms and Financing Options Line Question Response* Item 55 Describe your payment terms and accepted payment Net 30. Credit Card, Cash, Check, ACH methods. 56 Descr be any leasing or financing options available for use Pitney Bowes Global Financial Service LLC is pleased to offer by educational or governmental entities. three different leasing programs, FMV Lease options, LTOP Lease option and our Operating Lease option. All of these options provide for varying durations from 24 to 60 month lease terms to fit the individual needs of the entity. 57 Describe any standard transaction documents that you See our attached sample lease and purchase agreements as well propose to use in connection with an awarded contract as Attachment 2 - State and Local FMV lease terms, Attachment (order forms, terms and conditions, service level 3 - State and Local LTOP lease terms, Attachment 4 - State and agreements, etc.). Upload a sample of each (as Local Operating lease terms, and Attachment 8 - Send-Tech US applicable) in the document upload section of your Sales-Lease Internet Terms. response. 58 Do you accept the P-card procurement and payment Yes, for all items except for payment of actual postage. No process? If so, is there any additional cost to Sourcewell additional cost is incurred by participating entities. participating entities for using this process? Bid Number: RFP 011322 Vendor Name: Pitney Bowes Inc. DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC Table 11: Pricing and Delivery Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as described in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form. Line Question Response* Item 59 Descr be your pricing model (e.g., line-item discounts or Line Item Discounts - MSRP less a percentage discount. See our product-category discounts). Provide detailed pricing data price list uploaded to the price section of the proposal. (including standard or list pricing and the Sourcewell discounted price) on all of the items that you want Sourcewell to consider as part of your RFP response. If applicable, provide a SKU for each item in your proposal. Upload your pricing materials (if applicable) in the document upload section of your response. 60 Quantify the pricing discount represented by the pricing Pitney Bowes is offering discounts ranging from 0 % to 36%. proposal in this response. For example, if the pricing in your response represents a percentage discount from MSRP or list, state the percentage or percentage range. 61 Describe any quantity or volume discounts or rebate N/A programs that you offer. 62 Propose a method of facilitating "sourced" products or Pitney Bowes is proud to have our entire product line included in related services, which may be referred to as "open our pricelist. market' items or "nonstandard options". For example, you may supply such items "at cost' or "at cost plus a percentage," or you may supply a quote for each such request. 63 Identify any element of the total cost of acquisition that is N/A NOT included in the pricing submitted with your response. This includes all additional charges associated with a purchase that are not directly identified as freight or shipping charges. For example, list costs for items like pre- delivery inspection, installation, set up, mandatory training, or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer. 64 If freight, delivery, or shipping is an additional cost to the All freight and shipping is included in any purchase or lease quotes Sourcewell participating entity, describe in detail the given to a member. complete freight, shipping, and delivery program. 65 Specifically describe freight, shipping, and delivery terms or Alaska and Hawaii receive the same pricing as the other states. programs available for Alaska, Hawaii, Canada, or any We are not including Canada in our response. offshore delivery. 66 Describe any unique distrbution and/or delivery methods or N/A options offered in your proposal. Table 12: Pricing Offered Line The Pricing Offered in this Proposal is:* Comments Item 67 b.the same as the Proposer typically offers to GPOs,cooperative procurement organizations,or state purchasing This is a very broad departments. statement, Pitney Bowes has contracts with many GPOs, Cooperative Procurement Organizations and State Purchasing Departments. Some that are priced higher than what we offer under Sourcewell and some that are priced the same as the pricing we offer under Sourcewell. Bid Number: RFP 011322 Vendor Name: Pitney Bowes Inc. DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC Table 13: Audit and Administrative Fee mLi Question Response Ite68 Specifically describe any self-audit process or program that you At Pitney Bowes contract compliance is of supreme plan to employ to verify compliance with your proposed Contract importance. Access to Sourcewell pricing is integrated into with Sourcewell. This process includes ensuring that Sourcewell our electronic online pricing tool which is available to all participating entities obtain the proper pricing, that the Vendor sellers regardless of channel. This tool ensures compliance reports all sales under the Contract each quarter, and that the to contracted pricing and is not alterable by the sales Vendor remits the proper administrative fee to Sourcewell. Provide representative. Client accounts also have a visual identifier sufficient detail to support your ability to report quarterly sales to in our system that further alerts the representative. Clients Sourcewell as descr bed in the Contract template. are verified against the online Member Lookup portal on the Sourcewell site before pricing is quoted. Our quarterly usage reports draw sales directly from the system and are verified. As has been demonstrated over the last five years of the current contract, only very rarely is there an error which is quickly remedied. 69 If you are awarded a contract, provide a few examples of internal One internal metric and probably the most important will be metrics that will be tracked to measure whether you are having the client satisfaction scores received from our Sourcewell success with the contract. clients. Members deserve and expect superior customer service and satisfaction, especially from the pre-eminent industry leader. It is not just about growing GPO or supplier revenue but truly satisfying the wants, needs and desires of the members. The NAST and other scores allow us to constantly improve our service to clients. When those clients are very satisfied, the quarterly usage reports will be reflective of that as does our most Q4 2021 usage report which reflect and all-time high in contract revenue reported. 70 Identify a proposed administrative fee that you will pay to Pitney Bowes is pleased to offer a 1% administration fee to Sourcewell for facilitating, managing, and promoting the Sourcewell Sourcewell under this contract. Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor's sales under the Contract or as a per-unit fee; it is not a line-item addition to the Member's cost of goods. (See the RFP and template Contract for additional details.) Table 14A: Depth and Breadth of Offered Equipment Products and Services mLi Question Response' Ite71 Provide a detailed description of the Please see the attachedAttachment 1 - Pitney Bowes Offer letter for a more in equipment, products, and services that you depth description due to space limitations in this section. Pitney Bowes is offering are offering in your proposal. our broad breadth of solutions and products that span the complete needs of the members. From mailing solutions to shipping/receiving solutions, parcel lockers, inserting systems, analytics and much more, solutions we assist members with improve wide ranging processes and workflows. 72 Within this RFP category there may be Postage meters, Mailing Systems, Postal Scales, Letter Openers, Folders, Inserters, subcategories of solutions. List subcategory Addressing Systems, Parcel Lockers, Sending/Receiving solutions and software, titles that best describe your products and Analytics solutions, Mailing System Furniture. services. Bid Number: RFP 011322 Vendor Name: Pitney Bowes Inc. DocuSign Envelope ID=568A78AE-6D81AD90-A005-ADA6A39DAAOC Table 148: Depth and 8readth of Offered Equipment Products and Services Indicate below if the listed types or classes of equipment, products, and services are offered ,,,!thin your proposal. Provide additional comments in the text box provided, as necessary. Line Item Cate or or pe Offered Comments 73 Solutions for the receiving, handling, preparation, Yes Pitney Bowes is offering our full packaging,tracking, and shipping of mail and No product line in these categories parcels, including equipment, technology, hardware, software, supplies, and accessories 71 Purpose-built mailroom furniture, furnishings, c Yes Pitney Bowes offers purpose-built security or storage systems, and equipment,with c- No furniture and storage systems for use related supplies and accessories with our equipment. 7-, Postage systems of all types and postal cost- Yes Pitney Bowes is offering our full optimization solutions r No product line in these categories 7t• Services related to the offering of the solutions Yes Pitney Bowes is offering all Services described in Sections 1_ a_ - c_ above, including r' No related to the solutions described in installation, maintenance, repair,training, section one a.-c. integration, support, and customization Table 15: Industry Specific Questions Line Question Response Item 77 Describe the ability to integrate the Pitney Bowes numerous avenues and mean to integrate to other technologies. solutions you offer with other mailroom From the most basic file transfer in .xIs to much more robust API's we offer both technologies, if any. the opportunities and trained IT personnel to meet the needs of members. Our recent acquisition of CrescoData provides integration to over 85 commerce channels through a single API, and enables mapping and automating of product, stock and order data between platforms Whether the information transfer is simple or complex for our Enterprise Shipping and Locker solutions, Pitney Bowes is able to help our clients. 78 Describe your ability to customize your Pitney Bowes has thousands of SKUs which allows us to confiqure a solution that is proposed solutions to unique customer tailored to the clients needs_ From small non-profit office to city government to the requirements. largest education or state enterprise shippinq application a solution can be configured to meet the need Not only numerous options within a subcategory can be configured but as we are offering the breadth of our products on this contract, solutions from multiple categories con be configured to meet the various process and workflow improvement needs within a member entity. Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions or Specifications that have been accepted by Sourcewell have been incorporated into the contract text. Documents Ensure our submission document(s) conforms to the following 1. Documents in PDF format are preferred. Documents in Word. Excel. or compatible formats may also be provided. 2. Documents should NOT have a security password,as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document s are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell. 3. Sourcewell may reject any response where any document s cannot be opened and viewed by Sourcewell. 4. If you need to upload more than one 1 document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one 1 document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as"Marketing Plan." • Pricing -Attachment 14 - Sourcewell Price Book January 2022.pdf-Wednesday January 12, 2022 07:57:00 • Financial Strength and Stability-Attachment 15-Pitney Bowes Inc-2020 Form 10-K.pdf-Wednesday January 12, 2022 08:05:58 • Marketing Plan/Samples - Attachment 10 - Pitney Bowes Marketing Plan - Sourcewell.pdf- Wednesday January 12, 2022 08:32:40 Bid Number: RFP 011322 Vendor Name: Pitney Bowes Inc. DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC WMBE/MBE/SBE or Related Certificates optional • Warranty Information - Attachment 8 - SendTech US Sales-Lease Internet Terms-OCTOBER 2021.pdf - Wednesday January 12, 2022 08:25:07 • Standard Transaction Document Samples - Standard Transaction Documents - Samples.zip - Wednesday January 12, 2022 10:09:33 • Upload Additional Document- Pitney Bowes Offer Letter and Attachments.zip - Wednesday January 12, 2022 11:31:23 Bid Number: RFP 011322 Vendor Name: Pitney Bowes Inc. DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC Addenda, Terms and Conditions PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE I certify that I am the authorized representative of the Proposer submitting the foregoing Proposal with the legal authority to bind the Proposer to this Affidavit and Assurance of Compliance: 1. The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in good standing in the jurisdiction of its residence. 2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of evaluation for contract award. 3. The Proposer, including any person assisting with the creation of this Proposal, has arrived at this Proposal independently and the Proposal has been created without colluding with any other person, company, or parties that have or will submit a proposal under this solicitation; and the Proposal has in all respects been created fairly without any fraud or dishonesty. The Proposer has not directly or indirectly entered into any agreement or arrangement with any person or business in an effort to influence any part of this solicitation or operations of a resulting contract; and the Proposer has not taken any action in restraint of free trade or competitiveness in connection with this solicitation.Additionally, if Proposer has worked with a consultant on the Proposal, the consultant(an individual or a company) has not assisted any other entity that has submitted or will submit a proposal for this solicitation. 4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest.An organizational conflict of interest exists when a vendor has an unfair competitive advantage or the vendor's objectivity in performing the contract is, or might be, impaired. 5. The contents of the Proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due Date of this solicitation. 6. If awarded a contract, the Proposer will provide to Sourcewell Participating Entities the equipment, products, and services in accordance with the terms, conditions, and scope of a resulting contract. 7. The Proposer possesses, or will possess before delivering any equipment, products, or services, all applicable licenses or certifications necessary to deliver such equipment, products, or services under any resulting contract. 8. The Proposer agrees to deliver equipment, products, and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to,the Proposer must provide only new and first-quality products and related services to Sourcewell Members under an awarded Contract. 9. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 10. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or"nonpublic,"etc.), either substantially or in their entirety. Under Minnesota Statutes Section 13.591, subdivision 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded.At that point, proposals become public data. Minnesota Statutes Section 13.37 permits only certain narrowly defined data to be considered a"trade secret,"and thus nonpublic data under Minnesota's Data Practices Act. 11. Proposer its employees, agents, and subcontractors are not: 1. Included on the"Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: https://www.treasurygov/ofac/downloads/sdnlist.pdf; 2. Included on the government-wide exclusions lists in the United States System for Award Management found at: https://sam.gov/SAM/; or 3. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated Bid Number: RFP 011322 Vendor Name: Pitney Bowes Inc. DocuSign Envelope ID:568A78AE-6D81-4D90-A005-ADA6A39DAAOC by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity.Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this solicitation. r By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Bill Walter,Vice President, Government and GPOs, Pitney Bowes Inc. The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid. Yes r. No The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document. Check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda. I have reviewed the File Name below addendum and Pages attachments(if applicable) Addendum-4—Mai ling_Postage_Egpt_Tech_RFP_011322 r 1 Wed January 5 2022 04:31 PM Addendum-3—Mai ling_Postage_Egpt_Tech_RFP_011322 1 Tue January 4 2022 09:16 AM Addendum-2—Mailing_Postage_Egpt_Tech_RFP_011322 1 Mon January 3 2022 03:01 PM rV Addendum_1_Mailing_Postage_Egpt_Tech_RFP_011322 1 Thu December 2 2021 02:57 PM Bid Number: RFP 011322 Vendor Name: Pitney Bowes Inc. pitney bowes ON-DEMAND SUBSCRIPTION SERVICES AGREEMENT (Last modified April 4,2022) Thanks for using our on-demand subscription services. These terms define the terms and conditions underwhich you're allowed to use the on-demand subscription services and how we'll treat your account while you're utilizing the on-demand subscription services.If you have any questions about our terms,feel free to contact us. We'll start with the basics, including a few definitions that should help you understand this agreement. This On-Demand Subscription Services Agreement(this"Agreement")is between you and Pitney Bowes Inc. ("we","us",and "our").This Agreement will only apply if the on-demand subscription services identified in yourorder form(the"Order") are not covered by one or more separate On-Demand Subscription Services Agreements. Youron-demand subscription services may also require one or more Statements of Work(each a "SOW"). The web sites through which you access the on-demand subscription services(each a"Site";the on- demand subscription services and the Sites are collectively called the"Services")are owned and operated by us or our vendors.Additional product-specific terms applicable to certain of the Services ("Product Terms")can be found at www.pitneVbowes.com/us/sendtech-terms/on-demand- subscription-services-product-terms.htmI and are incorporated into this Agreement. 1. Eligibility In orderto use the Services,you must provide true,complete and up to date contact information for so long as you access the Services.You won't use the Services in away that violates any laws or regulations,including any relating to data protection and privacy. We may refuse service or close your account if you fail to comply with this Agreement. 2. Use of the Service a) As long as you continue to comply with the terms of this Agreement,we grantyou a non-exclusive, non-transferable license to access and use the Services forthe number of months,and for up to the numberof users,number of locations, transactions,or othervolume metrics specified in the Order. If applicable,you may upgrade your plan for additional fees. We reserve all rights to the Services not expressly granted to you in this Agreement. b)You agree that you will use the Services only for business or commercial purposes and notfor personal,family or household purposes. c) You won't use the Services for or make the Services available to any third party. In addition, you agree not to use the Services to send infringing,obscene,threatening or unlawful or tortious material or disrupt other users of the Services. Disruptions include but are not limited to denial of service attempts, distribution of advertising or chain letters, propagation of compute rworms and viruses,or use of the Services to make unauthorized entry to any other device accessible via the Services. For the Services and related software,you will not(i) make derivative works;(ii) sublicense,sell,rent,lease,lend,time- share,disclose,transferor host the Services,documentation oranyotherconfidentialor proprietary information to or for any other parties;(iii) use the Services to modify or reproduce athird party's materials unless you have the legal right to do so; (iv) distribute any part of the Services over any 1 network,including a local area network;or(v)extract any data from the Services and use such data for any purpose other than for your use of the Services. d) If you are delivered software for on premise installation as part of the Service("Software")the following additional terms apply: You won't(i) reverse engineer,decompile ordisassemble the Software;(ii)make copies of the Software,other than a reasonable numberof copies for use ford isaster recovery purposes;and(iii)separate the components of the Software,or install and use such components separately and independently of the Software they comprise. e) If you do not comply with this Section 2,you will be in material breach of this Agreement,and we will have the right to immediately terminate your use of the Services. 3. Term and Termination;Suspension a) The term of this Agreement begins on the effective date of the Order and will remain in effect for each Service forthe duration of the Order or SOW applicable to such Service. Each Order or SOW will be effective as of the date in such Order or SOW and will remain in effect until its expiration or until your account is closed. If this Agreement is terminated,any Orderentered into beforehand will,unless terminated under another provision of this Agreement, remain in effect for its entire term and this Agreement will remain in effect until the Orderterminates. b) Unless the Product Terms state otherwise,you may terminate your account at anytime and for any reason by giving thirty days'notice to us. c) We may at any time without notice: i) refuse to accept or fulfill your Orders or any part of any Orders for the Sites and/or Services;or ii) move,suspend orterminate all or any part of the Site s and/or Services or terminate your account. d)Once your use of a Service is terminated,(i)we may permanently delete your account and all the data associated with it, in accordance with our records management policies and as permitted by applicable law, (ii) you must im me d iate ly sto p using the Service and Software, and remove any Software from the computers on which it was installed, (iii) each party will promptly return or destroy all confidential information of the other party; and (iv)your access to the Service will continue through the current billing period for access to the Service(the"Billing Period")forwhich you have paid in advance,unless you have failed to comply with this Agreement,in which case your access will be immediately revoked. You won't be entitled to a refund from us underany circumstances. e) Termination of this Agreement will be in addition to and not in lieu of any other legal or equitable remedies available to us. 4. Changes We may change the Services and any features from time to time,and if such changes are material, we will notify you by sending an email to the last email address you gave to us.If you do not wish to continue using the modified Services,you may terminate your use of the Service,effective the last day of the current Billing Period forwhich you have paid in advance.We may change any terms of this Agreement and the fees charged for using the Services by posting revised terms and/orfees on the Sites and/or by sending an email to the last email address you gave to us;provided,however,that if the Order includes the lease of equipment,no change to the fees will be effective priorto the end of the term of the lease of such equipment.The new terms and new fees will be effective on the first day of the next Billing Period and will apply thereafter. Bycontinuingto use the Services after any such 2 changes,you agree to be bound by such changes. If you do not wish to agree to the new terms or the new fees,you must stop using that portion of the Services affected immediately. 5. Account and Password By registering forth e Services,you will be prompted toe stab I is h certain passwords and provide other access information to enable you to use the Services.You represent that you have all necessary authorityto establish an account with us on behalf of the business.The account name,password and access information is confidential information and should be used solely by you to access youraccount and use the Services.You are responsible for keeping your account name,password and access information confidential.You will take all reasonable steps to prevent unauthorized access to your account and you will immediately notify us of any unauthorized use ofyouraccounts or any other breach of security.We aren't responsible forany losses due to stolen or hacked passwords. 6. Account Disputes We don'tarbitrate disputes overwho owns an account.You won't request accessto or information about an account that's not yours.We decide who owns an account based on the information that has been provided to us with respect to the account, and if multiple people or entities are identified,then we will rely on the contact information listed forthat account. 7. Fees;Payment Terms a) You will pay the fees forthe use of the Services which are posted on the Sites or described in an Order or SOW, and maybe changed from time to time,unless specified as conditions of a subscription type.These fees do not include:(i) any applicable sales,use or othertaxes,which will be separately identified on your invoice;(ii) usage-based fees forthe Services,which will be separately identified on your invoice,and (iii) charges for any services not contemplated by this Agreement,such as special programming,which may be available upon request and are subject to our then-current rates.Except as provided in an Order or SOW,your subscription forthe use of the Services will be billed in advance with the first payment due at the time of registration and with each subsequent payment due on the due date specified in the invoice for the payment. b) We will automatically charge your payment source the cost of your subscription at the beginning of each Billing Period.Please note that we may receive updated billing information regarding your credit card account or other payment source and you consent to our receiving such updates. 8. Personal Information If any of the Services collects or stores individually identifiable personal information,then we will comply with our privacy statement located at http://www.pitneVbowes.com/us/legal/privacy- statement.html as it may be updated by us from time to time(the"Privacy Statement"). 9. Trademarks Pitney Bowes,the Pitney Bowes logo,and associated brand names and domain names are our intellectual property in the United States and othercountries.All marks not owned by us are the property of their owners.You may not use,and nothing contained on the Site s or in this Agreement grants any right to use,any trademark displayed on the Site without our written permission or from the ownerof the trademark. In addition, except as explicitly setforth in this Agreement,you will not use any copyrighted work displayed on the Sites or any of our other intellectual property without our prior written consent. 3 10. Feedback;Data a) You grant to us (and our affiliates and vendors,if applicable) the right to use the data you provide to us as necessary to provide the Services and as provided in our Privacy Statement. We reserve the right to use,without limitation, any anonym ized or aggregated data that does not identify you or any user of the Service relating to use of the Service. We retain the right to use data derived from your use of the Service for our internal purposes and for the purposes of performing analytics on the Service,or for improving ore nhancing the Service or other products or services offered by us to our customers,all in accordance with the Privacy Statement. b) You assign to us all right, title,and interest(including all rights in copyright and resulting patents) in any data,feedback,suggestions,and written materials provided to us related to your use of the Services. c) You'll ensure thatyou have the appropriate rights to (including the right to provide to us)all data, files,materials or other information that you provide to us in connection with our provision of the Services. 11. Product Support As part of your access to the Services,we will provide you with product support in accordance with the terms you will find at: https://www.pitneybowes.com/us/sendtech-on-demand-subscription- services/product-support-terms.htm1. 12. LIMITATION OF LIABILITY a) TO THE MAXIMUM EXTENT PERMITTED BY LAW,YOU ASSUME FULL RESPONSIBILITY FOR ANY LOSS THAT RESULTS FROM YOUR USE OF OR INABILITY TO USE THE SERVICE AND WE WILL NOT BE LIABLE FOR ANY SUCH LOSS. IF THE WAIVEROF LIABILITY IN THE PREVIOUS SENTENCE IS NOT PERMITTED BY LAW,OUR TOTAL LIABILITY FOR ALL CLAIMS MADE RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICE IN ANY BILLING PERIOD WILL BE NO MORE THAN WHATYOU PAID US TO PROVIDE THE SERVICE FORTH PREVIOUS BILLING PERIOD. b) WE WON'T BE LIABLE FOR ANY INDIRECT, PUNITIVE,SPECIAL, INCIDENTAL,OR CONSEQUENTIAL DAMAGES,INCLUDING LOSS OF PROFIT OR REVENUE, LOST POSTAGE, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION OR LOST DATA YOU MAY SUFFER UNDER ANY CIRCUMSTANCES,EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES,OR FOR ANY CLAIM BY ANY OTHER PARTY. 13. INDEMNITY YOU AGREE TO INDEMNIFYAND HOLD US HARMLESS FROM AND AGAINSTANY AND ALL LOSSES, COSTS AND EXPENSES(INCLUDING ATTORNEYS' FEES)ARISING IN ANY WAY FROM YOUR USE OF THE SERVICE OR RELATED TO ANY BREACH OF THIS AGREEMENT BY YOU OR ANY USER AUTHORIZED BY YOU.WE RESERVE THE RIGHTTO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECTTO INDEMNIFICATION BY YOU AND YOU AGREE TO COOPERATE WITH US IN MAKING THE DEFENSE.THIS SECTION 13 WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT ORAN ORDER INDEFINITELY. 14. SERVICE AVAILABILITY; DISCLAIMERS a) YOUR ACCESS TO AND USE OF THE SERVICES MAY BE INTERRUPTED FROM TIME TO TIME FOR VARIOUS REASONS, INCLUDING MALFUNCTION OF EQUIPMENT,PERIODIC UPDATING,MAINTENANCE OR REPAIR OF THE SITES,OR OTHER ACTIONS THAT WE MAY ELECT TO TAKE. b) EXCEPT AS EXPRESSLY STATED IN ANY PRODUCT SPECIFIC TERMS, TO THE MAXIMUM EXTENT PERMITTED BYLAW,THE SERVICES AND THE CONTENT ON THE SITES, INCLUDING ANYTHIRD PARTY SERVICE OR DATA,ARE PROVIDED BY US"AS IS"WITHOUTWARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,ACCURACY,RELIABILITY AND NON-INFRINGEMENT.WE DON'T GUARANTEE THATTHE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT WE WILL CORRECT ALL ERRORS. 15. Third Party Sites and Data The Sites and this Agreement may contain links to third partywebsites,including links to the websites of carriers ("Linked Sites").The Linked Sites are not underour control and we are not responsible forthe contents of any Linked Site,including any link contained in a Linked Site,or any changes or updates to a Linked Site. You should contact the site administrator or webmasterforthose Linked Sites if you have any concerns regarding such links or the content located there. If the Services perform an address validation function,license terms applicable to use of the USPS data related to such function are found at http://www.pb.com/license-terms-of-use/usps-terms.htmI and are incorporated in this Agreement by reference. 16. Compliance with Laws Each party will comply with all applicable federal,state and local laws, rules and regulations,including export regulations and privacy laws.You will be solely responsible forthe content of all data submitted to us in connection with our provision of the Services and will comply with all laws, rules and regulations relating to the use,disclosure and transmission of such data. You represent and warrantthat you have maintained and will maintain any and all certifications, licenses or other authorizations necessary or proper in furtherance of your use of the Service,including without limitation, federal certification pursuant to United States Department of Transportation regulations regarding the identification,processing and transportation of hazardous materials, if applicable. USPS Regulations If you use the Service to print postage or send parcels,letters,and flats ("Packages")with the USPS,you must comply with all USPS regulations applicable to the use of the Service.If you: (a)use your account in a fraudulent or unlawful manner;(b)do not use your account during a consecutive twelve month period;(c)fail to exercise sufficient control overyouraccount to prevent fraudulent or unlawful use;(d) cause or allow the account to be utilized outside the United States without the prior written authorization of the Manager of Retail Systems and Equipment,U.S. Postal Service,Washington DC 20260; or (e)otherwise fail to abide by the provisions of postal regulations and these terms regarding care and use of your account,then your account may be cancelled.You acknowledge and agree that your account will be closed and your ability to use the Service terminated by us for any of the reasons described above or upon demand by the USPS.You agree that any use of the Service to fraudulently deprive the USPS of revenue can cause you to be subjectto civil and criminal penalties applicable to fraud and/or false claims against the United States.The submission of a false,fictitious, or fraudulent statement can result in imprisonment for up to five(5)years and a fine of up to$10,000 (18 U.S.C. s 1001). In addition,a civil penalty of up to$5,000 and an additional assess me nt of twice the amount falsely claimed maybe imposed(31 U.S.C.3802).The mailing of matter bearing a fraudulent imprint is an example of a violation of these statutes.The USPS has granted to us the I ice nse as a PC postage vendor to create a shared postage evidencing system that users will use to dispense postage.Asa user of such Service,you must understand and acknowledge that authorization to use the Service is granted by the USPS.You accept responsibility for control and use of the Service and agree to abide by all rules and regulations governing its use.The US PS may deny use of or revoke authorization to use a postage evidencing system in the event of(i)failure to comply with rules and regulations;(ii) submission off a Ise or fictitious information;(iii) entering of a series of unpaid or short-paid mail pieces and/or packages in the mail stream;(iv)use of the system for any illegal scheme ore nterprise;(v)use of the system outside the customs territory of the United States;or(vi) possession of a decertified system.You must make the postage evidencing system and transaction records available and surrender the system to us,the US PS, or its agent when notified to do so. 17. Assignments You may not assign any of your rights under this Agreement to anyone else.We may assignor subcontract our rights to any other individual or entity at our discretion. 18. U.S.Government Restricted Rights If you are an agencyof the United States Government,use of the Services bythe Government constitutes acknowledgment of our proprietary rights in software contained in the Services,and such software will be: (i)deemed"commercial computer software"or"commercial computer software documentation"and the Government's rights with respectto such software and documentation are limited by this Agreement,pursuant to FAR§ 12.212(a) and/or DFARS§ 227.7202-1(a), as applicable,or their successors;and(ii) subject to"RESTRICTED RIGHTS,"as described in FAR52.227-14 and/or DFAR252.227-7013 et seq.,as applicable. Use,duplication,or disclosure by the Government is subjectto restrictions asset forth in these regulations. 19. Choice of Law; Arbitration;WAIVER OF JURY TRIAL a) This Agreement will be governed by the laws of the State of Delaware without regard to its principals of conflict of laws. b) If we file an action against you claiming you breached this Agreement and we prevail,we will be entitled to recover reasonable attorneys'fees. c) ANY CLAIM OR CAUSE OF ACTION UNDER THIS AGREEMENT THAT YOU DON'T PRESENT WITHIN 1 YEAR FROM THE DISCOVERY OF THE CLAIM OR CAUSE OF ACTION WILL BE DEEMED WAIVED.ANY DISPUTE BETWEEN THE PARTIES WILL BE RESOLVED EXCLUSIVELY BY INDIVIDUAL BINDING ARBITRATION GOVERNED BY THE FEDERAL ARBITRATION ACT AND YOU AGREE TO GIVE UP THE RIGHT TO LITIGATE DISPUTES IN COURT. Neither party will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity.Any arbitration will be conducted by the American Arbitration Association (the"AAA")under its Commercial Arbitration Rules.In the case of:(i) any dispute involving$75,000 or less,we will reimburse yourfiling fees and pay the AAA's and arbitrator's fees and expenses;and(ii)any dispute involving more than$75,000, the AAA rules will govern payment of filing fees and the AAA's and arbitrator's fees and expenses. d)This Section 19 will survive any termination of this Agreement oran Order indefinitely. 6 20. Force Majeure Except for a party's payment obligations,neither party will be liable for any delays or failure in performance from any cause beyond their control.This includes acts of God,changes to law or regulations,embargoes,war,terrorist acts, riots,strikes,power disruptions,and any disruption of internet service not caused by us. 21. Notices Notices underthis Agreement will be effective(i)in the case of a notice to you,when we send it to the last email or physical address you gave us or any address you may later provide;(ii) in the case of a notice to us alleging a breach of this Agreement,when delivered to us by email to legalnotices@pb.com or by overnight courierto Pitney Bowes Inc.,3001 Summer Street,Stamford,CT06926 along with a copy to our legal counsel:Attn.Chief Legal Officer and Corporate Secretary,or any addresses we may later provide;and (iii) in the case of any other notice to us,when delivered to us by physical mail to Pitney Bowes Inc., EVP& President,Pitney Bowes Sending Technology Solutions, 3001 Summer Street, Stamford,CT 06926 or when you create a case at.https://www.pitneybowes.com/us/contact-us.html (follow the instructions under"how to create a case"). 22. Independent Contractor Nothing contained in this Agreementwill be construed to constitute either party as a partner,joint venturer,co-owner,employee oragentof the other party, and neither party will hold itself out as such. 23. Miscellaneous Neither party will be subject to pre-printed or standard terms contained on any purchase order or other purchasing document,and we specifically disclaim such terms. If there's a conflict between the Product Terms and any other provision of this Agreement,the Product Terms will govern and control. Each Party will cooperate with the other and take such other actions as may reasonably be requested from time to time in orderto carry out the intent and accomplish the purposes of this Agreement,including our right to verify your compliance with this Agreement and any Orders at all locations which you access the Services.If we don't immediately take action on a violation of this Agreement,we're not giving up any rights underthis Agreement,and we may still take action at a later point. Each party will also keep confidential the terms and conditions of the Agreement and theSOW(s). ON-PREMISE SOFTWARE LICENSE AGREEMENT (Last modified July 6, 2022) Thank you for choosing our on-premise software product(s) (the "Licensed Products") listed in your order form ("Order"). We'll start with the basics, including a few definitions that should help you understand this agreement.This is an agreement between the entity identified on the Order ("you" or "your") and Pitney Bowes Inc. ("we", "us" or "our"). During the Term (defined in Section 1 (a)), we will provide the Licensed Products listed in the Order, and which may be further defined in a Statement of Work referencing these terms ("SOW").The Order, these terms and the SOW(s) are referred to collectively as this "Agreement". In the event of a conflict between the Order, these terms and the SOW(s), these terms will control, followed by the Order then the SOW. This Agreement affects your rights and contains warranty disclaimer and binding arbitration provisions. 1 . License a) The Licensed Products and all related materials are proprietary to us and our licensors and suppliers. As long as you comply with the terms of this Agreement,we will grant a limited, non-exclusive, non- transferable, license to access and use the Licensed Products during the Term. The "Term" is: (i) perpetual in the case of a Purchase Agreement Order; or (ii) the term of the lease subject to a Lease Agreement Order. We are not selling the Licensed Products to you and, other than the license we are granting,we reserve all rights to the Licensed Products not expressly granted in this Agreement. b) You are authorized to install and use the Licensed Products on a Computer, or hardware provided by us, in each case with User access as defined in the Documentation (defined in Section 2(c)) or applicableSOW. "Computer" means the server or server configuration or load balanced application servers, terminal or computer identified in an Order or SOW on which the Licensed Products are authorized to be installed and used. "User" means an individual authorized by you to use the Licensed Products under an Order or SOW regardless of whether the individual is actively using the Licensed Products at any given time. 2. Use of Licensed Products a) You agree that you will use the Licensed Products and any data generated from the Licensed Products only for business purposes and not for personal, family or household purposes. The Licensed Products include any enhancements, updates, upgrades, modifications, new releases and corrective programming to the Licensed Products or Documentation that are provided as part of software maintenance ("Enhancements").The Licensed Products will be installed and used only at the location described in an Order or any other location as to which we have consented to the transfer of the Licensed Products in accordance with Section 2(b) ("Installation Site") and only on the hardware provided by us or the Computer described in an Order or SOW. Remote access to the Licensed Products directlyor indirectly through a server, the Internet, independent software application or otherwise to your computer from locations other than your Installation Site, and use of the Licensed Products to perform services for any third parties, including your affiliates, are prohibited.Additional terms of authorized use will be described in your Order or SOW and may include, among other things, limitations on: (i) the number of Users; and (ii) the numberof transactions processed or individual data records accessed using the Licensed Products. Licensed Products licensed for desktop use by a specific number of Users may be installed on the number of devices equal to the number of licenses purchased, or may be installed on multiple devices so long as the numberof Users do not exceed the number of User licenses purchased. b) If the Licensed Product is for a designated Computer, you do not need our consent to transfer the Licensed Product from one computer system to another at the Installation Site. However, you need our consent if you wish to transfer the Licensed Product to another location. After obtaining our consent to a transfer to another location, you will certify to us in writing that all copies of the Licensed Product at the prior location were either transferred to the new location or destroyed. c) You may make a reasonable numberof copies of the Licensed Products and Documentation solelyfor back-up or disaster recovery purposes. "Documentation" means the current technical and user documentation for the Licensed Products. The Documentation may be modified from time-to-time to incorporate Enhancements.You must reproduce all copyright, trademark, trade secret and other proprietary notices in your copies. The back-up or disaster recovery copies can only be used to perform disaster recovery testing or if the Computerwhere the Licensed Products are installed becomes inoperative, those copies cannot be used for recovery production or testing concurrently with the production or testing copies of the Licensed Products. If the Computer becomes inoperative, the Licensed Products can only be used on a back-up computer utilizing the same operating system. d) Upon prior written notice to us, you may permit a third party contractor to access and use the Licensed Products solely for your benefit, so long as: (i) the contractor agrees to comply fully with all terms and conditions of this Agreement; (ii) you remain responsible for the contractor's compliancewith this Agreement and any breach; (iii) any User limitation includes User licenses allocated to contractors; and (iv) the contractor is not a competitor of ours. All rights granted to any contractor under this Agreement terminate immediately upon termination or expiry of this Agreement. Upon termination of such rights, the contractor must immediately cease all use, un-install and destroy all copies of the Licensed Products and Documentation, and must certify in writing its compliance with this Section upon our request. 3. General Use Restrictions a) For the Licensed Products, you will not: (i) make derivative works; (ii) sublicense, sell, rent, lease, lend, time-share, disclose, transferor host the Licensed Products, Documentation or confidential or proprietary information to or for any other parties; (iii) use the Licensed Products to modify or reproduce third party material unless you have the legal right to do so; (iv) attempt to unlock or bypass any initialization system, encryption methods or copy protection device in the Licensed Products; (v) alter, remove or obscure any patent, copyright or trademark notice in the Licensed Products or Documentation; (vi) reverse engineer, decompile or disassemble or remove functions of the Licensed Products or any portion of them; (vii) make copies of the Licensed Products or Documentation, except as authorized in Section 2(c); (viii) modify, alter or change the Licensed Products; (ix) use components of a Licensed Product independent of the Licensed Products they comprise; or (x) extract any data from the Licensed Product and use such data for any purpose other than for your use of the Licensed Product. b) You will not use the Licensed Products in the operation of a time- sharing or service bureau arrangement or as an application service provider. You will not allow access to the Licensed Products through any other means than those indicated in the Order or in any SOW. 4. Fees; Payment Terms a) You will pay the fees for the Licensed Products, maintenance, training and any other fees described in an Order (which may include financing provisions).All fees and any applicable taxes are due and payable within 30 days from the date of our invoice. You will pay a late charge of 1 .5% per month or the highest amount permitted by law, whichever is less, on any fees not paid by the due date. Unless otherwise identified in an Order, all fees are stated in and will be paid in United States currency. b) The fees do not include any amount for taxes. You will pay all sales, use, property, excise and other taxes imposed with respect to the products and/or services. If any sales, use, excise or other taxes (except for taxes based on our net income) are required to be collected, we will itemize them on invoices issued in connection with an Order. c) If the numberof locations or the numberof Users or Computer systems exceeds what is permitted by and/or paid for under an Order, we may charge you for the appropriate license and software maintenance fees based on the excess and at the applicable rates then in effect. 5. Indemnity and Procedures a) Subject to Section 5(c), we will indemnify and hold you harmless from all losses, damages, and reasonable costs and expenses arising out of a claim by a third party that the Licensed Products infringe or misappropriate any copyright, trade secret, trademark or patent. We will have no obligation to indemnify, defend and hold you harmless for any claim or suit that is based on Third Party Content (defined in Section 10) except to the extent that our licensor's or suppliers of such Third Party Content have indemnified us. b) If the Licensed Products are subject to a claim of infringement or misappropriation, or if we reasonably believe that the Licensed Products may be subject to a claim, we will at our option either: (i) replace the Licensed Products with functionally equivalent software; (ii) modify the Licensed Products while retaining substantively equivalent functionality; (iii) procure at no cost to you the right to continue to use the Licensed Products; or (iv) if (i), (ii) or (iii) are not commercially reasonable, we will notify you to terminate use of the Licensed Products. If we direct you to terminate use (or a permanent injunction is issued against such use), you will immediately do so and your remedies, in addition to this indemnity,will be limited to a pro rata refund of the current maintenance fees unused at the time of termination plus license fees previously paid for the Licensed Products that are subject to the infringement or misappropriation claim based on: (1 ) a term of 60 months following execution of the applicable Order for a perpetual license; or (2) any pre-paid but unused fees for the balance of a term license. If your Order is a lease and we direct you to terminate use of the Licensed Products, after the effective date of termination we will release you from your payment obligations with respect to the license and software maintenance fees for the Licensed Products included in your payments under the lease due after the effective date of termination. c) We will have no obligation to indemnify you if the infringement or misappropriation results from your: (i) modification of the Licensed Products; (ii) combination, operation or use of the Licensed Products with software products which are not ours; (iii) use of the Licensed Products in breach of this Agreement; or (iv) use of other than the most current release of the Licensed Products if a claim of infringement or misappropriation could have been avoided by your use of the current release of the Licensed Products, provided we delivered the superseding version to you and notified you of the need to use it. d) You will indemnify, defend and hold us harmless from all claims and suits (including reasonable attorneys fees) against us by a third party based on: (i) any event described in Section 7(c) Warranty/Disclaimers that would cause the warranty in this Agreement to be inapplicable; or (ii) use of a release of the Licensed Products that is not the most current release made available to you to the extent that a claim or suit could have been avoided or mitigated by your use of the most current release. e) You or we (the "Indemnified Party") will give the other (the "Indemnifying Party") prompt written notice of any matterwith respect to which the Indemnified Party intends to seek indemnification under this Agreement (a "Claim"), provided, that the failure or delay in providing notice will not relieve the Indemnifying Party from any obligation to indemnify the Indemnified Party except to the extent that the failure or delay prejudices the defense of any Claim. The Indemnifying Party may, at its election, conduct and control the defense of the Claim with counsel selected by it, subject to the Indemnified Party's consent, not to be unreasonablywithheld or delayed. The Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in investigating and/or contesting any Claim. No compromise or settlement of the Claim may be effected by the Indemnifying Partywithout the Indemnified Party's prior written consent,which will not be unreasonably withheld or delayed. 6. Software Maintenance;Training a) We will provide software maintenance in accordance with the terms you will find at https://www.pitneybowes.com/us/license- terms-of-use/shipping-and-mailing-maintenance-services-terms.html. b) We will provide product training as specified in an Order or SOW. 7. Warranty; Disclaimers a) We represent and warrant that during the Warranty Period the Licensed Products will conform to all substantial operational functions of the Licensed Products described in the Documentation or in the applicable SOW. Except as set out in any Product Terms, the "Warranty Period" is 90 days from the date the Licensed Product is delivered to you. If the Licensed Products do not conform during the Warranty Period, we will, at our option: (i) repair or replace the Licensed Product; or (ii) refund the license and software maintenance fee for the non-conforming Licensed Product. If the Licensed Product is subject to a lease, we will refund payments made for the license and software maintenance fee and secure a release from future payments of the license and software maintenance fee under the lease. In the case of clause (ii), this Agreement will be terminated as it applies to the relevant Licensed Product. (b) If we supply carrier rate information ("Rate Information") to you in connection with this Agreement, the media upon which the Rate Information is supplied are warranted to be free from defects for a period of 90 days after installation.Your sole remedy for breach of this warrantywill be replacement of the Rate Information media. We do not warrant that the Rate Information itself is accurate. We will have no liability for any damages you may incur as a result of your use of the Rate Information. (c) There is no warranty if the Licensed Products failed to perform because of your use of the Licensed Products in a manner not authorized by this Agreement or for a purpose other than the ordinary purpose for which it is designed. The warranty does not apply if the Licensed Products have been altered, modified, converted or repaired by anyone other than us. (d) EXCEPT AS EXPRESSED IN THIS AGREEMENT,TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LICENSED PRODUCTS, DOCUMENTATION,SOFTWARE MAINTENANCEAND OTHER SERVICES ARE PROVIDED BY US "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,ACCURACY, RESULTS, RELIABILITY, PERFORMANCEAND NON-INFRINGEMENT OR ANY INFORMATION GENERATED BY YOUR USE OF THE LICENSED PRODUCTS OR DOCUMENTATION. WE MAKE NO WARRANTYTHATTHE LICENSED PRODUCTS WILL MEET YOUR OR ANY THIRD PARTY'S REQUIREMENTS, WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR FREE FROM OTHER DEFECTOR FAILURE, OR WILL BE COMPATIBLE WITH OR OPERATE IN COMBINATION WITH ANY OTHER SOFTWARE OR HARDWARE SELECTED OR USED BY YOU OR ANY THIRD PARTY, OR THAT ANY DEFECT IS CORRECTABLE. 8. Limitation of Liability A) TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ASSUME FULL RESPONSIBILITY FOR ANY LOSS THAT RESULTS FROM YOUR USE OF OR INABILITY TO USE THE LICENSED PRODUCTS AND WE WILL NOT BE LIABLE FOR ANY SUCH LOSS. IF THE WAIVER OF LIABILITY IN THE PREVIOUS SENTENCE IS NOT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS MADE RELATING TO YOUR USE OF OR INABILITY TO USE THE LICENSED PRODUCTS IN ANY BILLING PERIOD WILL BE NO MORE THAN WHAT YOU PAID US FOR THE LICENSED PRODUCTS FOR THE PREVIOUS BILLING PERIOD. B) WE WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFIT OR REVENUE, LOST POSTAGE, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION OR LOST DATA YOU MAY SUFFER UNDER ANY CIRCUMSTANCES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. 9. Term; Termination a) The Term of this Agreement begins on the date you sign an Order and will remain in effect for the Term of the Licensed Products. b) A party may terminate this Agreement if the other party commits a material breach of this Agreement and fails to cure the breach within 30 days after receipt of written notice of the breach, or if either party becomes insolvent or files for bankruptcy. c) We may terminate this Agreement underSection 5(b). d) We can terminate immediately by giving notice to you, without opportunity to cure, if you breach Sections General Use Restrictions, 14(e) export terms, or the Carrier Agreements. e) Upon termination or expiry of this Agreement, you will stop using the Licensed Products and you will irretrievably delete and/or remove them from your Computer systems and, if not deleted and/or removed, return the Licensed Products and Documentation togetherwith all copies to us; and you will certify compliance with this Section in writing. f) You acknowledge that any breach of your obligations under this Agreement with respect to our or a third party's proprietary rig hts or confidential information will cause us and/or the third party irreparable injury for which there exists no adequate remedies at law, and therefore we will be entitled to injunctive relief,without posting any bond, in addition to all other remedies provided in this Agreement or available at law. g) Any provision of this Agreementwhich expressly or by implication is intended to come into or continue in force on or after termination of this Agreement, including Sections 1 (a) proprietary rights, 3, 5, 7, 8, 9(f) and (g), and 14, shall remain in full force and effect. 10. Third Party Content; Regulated Functionality a) Various third party software and other documentation ("Third Party Content") may have been incorporated into the Licensed Products by us under permission from our licensors and suppliers. The United States Postal Service ("USPS") or other governmental bodies may regulate certain functionality of the Licensed Products. Special terms and conditions applicable to the Third Party Content are included in separate carrier agreements available to you as click through agreements ("Carrier Agreements"), and you agree to comply with such terms and conditions. Any terms and conditions in the Carrier Agreements that are inconsistent with, or in addition to this Agreement will control with respect to the Third Party Content or its functionality. If, from time to time, the Carrier Agreements are amended, we will provide you the revised portions to reflect, (a) changes in our arrangements with our licensors or suppliers for Third- Party Content, or (b) regulatory requirements. License terms applicable to use of the USPS data found at http://www.pb.com/license-terms-of-use/usps-terms.html are incorporated in this Agreement by reference. b) If our license to any Third Party Content terminates, you agree: (i) that this Agreement and all other agreementswith us or any of our affiliates and you (e.g., equipment) will remain in full force and effect in accordance with their terms; (ii) upon our written request, to discontinue use of, and/or return the terminated Third Party Content; and (iii) in the event of such request for discontinuance,we will have no further obligation to you with respect to the Third Party Content. c) You will be solely responsible for: (i) entering into your own arrangements with third parties, including carriers, for software functionality not provided by us as part of the Licensed Products; and (ii) payment of all fees for third-party software not expressly included in the License fee paid under the Order, including fees associated with your operating environment. 11 . Force Majeure Except for a party's payment obligations, neither partywill be liable for any delays or failure in performance from any cause beyond their control. 12. Assignment You may not assign any of your rights underthis Agreement to anyone else. We may assign or subcontract ourrightsto any other individual orentityat our discretion. 13. Use of Information; Data; Publicity a) We may collect and use information you provide to us or we obtain or which is derived from your use of the Licensed Products (including shipping information) or software maintenance and other services for the Licensed Products; provided that such information will be used for our internal purposes related to systems analysis and research, customer segmentation and/or the manner or method in which we conduct business with our customers. b) You grant to us (and our affiliates and vendors, if applicable) the right to use the data you provide to us as necessary to provide the services through the Licensed Products and as provided in our Privacy Statement at https://www.pitneybowes.com/us/legal/privacy-statement.html. c) You assign to us all right, title, and interest (including all rights in copyright and resulting patents) in any data, information, feedback, suggestions, and written materials provided to us related to your use of the Licensed Products. d) You will ensure that you have the appropriate rights to (including the right to provide to us) all data, files, materials or other information that you provide to us in connection with our provision of the Licensed Products. e) You agree that we can use your name in our client list and identify you as a client when communicating with prospective clients, in each case along with our product or service that you are using. You agree that we can use your name and logo in marketing content, including in an advertising campaign,with your prior consent. 14. General a) If you or we do not immediately take action on a violation of this Agreement,we are not giving up any rights under this Agreement, and we may still take action at a later point. b) Notices under this Agreement will be effective: (i) in the case of a notice to you, when we send it to the last email or physical address you gave us or any address you may later provide; (ii) in the case of a notice to us alleging a breach of this Agreement,when delivered to us by email to legaInotices@pb.com or by overnight courier or delivered in person to Pitney Bowes Inc., 3001 SummerStreet, Stamford, CT 06926 along with a copy to our legal counsel: Attn. Chief Legal Officer and Corporate Secretary, or any addresses we may later provide; and (iii) in the case of any other notice when delivered to us by physical mail to Pitney Bowes Inc., EVP & President, Pitney Bowes Sending Technology Solutions, 3001 SummerStreet, Stamford, CT 06926 or when you create a case at www.pitneybowes.com/us/contact-us.html (follow the instructions under "how to create a case"). c) If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable,such provision will be severed from this Agreement and the other provisions will remain in full force and effect. d) If physical delivery of the Licensed Products is required, delivery will be FOB point of origin. We may, to the extent available, deliver the Licensed Products, Enhancements or key codes electronically via the Internet or permit you to download the Licensed Products, Enhancements or key codes from our website. e) You agree: (i) to comply with all U.S. export control laws and regulations; (ii) not to export, re-export, or provide the Licensed Products to any destination or to any person if prohibited by any U.S. law or regulation; and (iii) to immediately notify us in writing if you or one of your affiliates is or becomes listed in any Denied Parties List or if you or any of your affiliates export privileges are denied, suspended or revoked by any U.S. Government entity. f) Nothing contained in this Agreement will be construed to constitute either party as a partner,joint venturer, co-owner, employee or agent of the other party and neither party will hold itself out as such. 15. Choice of Law; Arbitration;WAIVER OF JURY TRIAL a) This Agreement is governed by the laws of the State of Delaware. b) If we file an action against you claiming you breached this Agreement and we prevail,we will be entitled to recover reasonable attorneys' fees. c) ANY CLAIM OR CAUSE OF ACTION UNDER THIS AGREEMENTTHAT YOU DON'T PRESENT WITHIN 1 YEAR FROM THE DISCOVERY OF THE CLAIM OR CAUSE OF ACTION WILL BE DEEMED WAIVED.ANY DISPUTE BETWEEN THE PARTIES WILL BE RESOLVED EXCLUSIVELY BY INDIVIDUAL BINDING ARBITRATION GOVERNED BYTHE FEDERAL ARBITRATION ACT AND YOU AGREETO GIVE UP THE RIGHTTO LITIGATE DISPUTES IN COURT. Neither partywill seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. Any arbitration will be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules. In the case of: (i) any dispute involving $75,000 or less, we will reimburse your filing fees and pay the AAA's and arbitrator's fees and expenses; and (ii) any dispute involving more than $75,000, the AAA ruleswill govern payment of filing fees and the AAA's and arbitrator's fees and expenses. d) This Section 15 will survive any termination of this Agreement or an Order indefinitely. 16. Verification With 10 days' written notice to you, we or our designated third party may verify your compliancewith this Agreement at all locations and for all environments in which you use the Licensed Products. The verification will take place no more than one time per twelve-month period during normal business hours in a manner that minimizes disruption to your work environment. We may use an independent third party under obligations of confidentiality to provide assistance. We will notify you in writing if any such verification indicates that you have used the Licensed Products in excess of the use authorized by this Agreement. You agree to enter into an additional Order and pay all associated fees directly to us for the charges that we specify, including: (i) any excess use; (ii) maintenance and/or subscription fees for the excess use for the duration of such excess; and (iii) any additional charges determined as a result of the verification. 17. U.S. Government Restricted Rights If you are an agency of the United States Government, use of the Licensed Products by the Government constitutes acknowledgment of our proprietary rights in the Licensed Products and such Licensed Products will be: (i) deemed "commercial computer software" or "commercial computer software documentation" and the Government's rights with respect to such Licensed Products and documentation are limited by this Agreement, pursuantto FAR § 12.212(a) and/or DFARS § 227.7202-1 (a), as applicable, or their successors; and (ii) subject to "RESTRICTED RIGHTS", as described in FAR52.227-14 and/or DFAR252.227-7013 et seq., as applicable. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in these regulations. 18. Entire Agreement This Agreement is the entire agreement between us and supersedes all prior written or verbal agreements, proposals, understandings and discussions. We will not be subject to pre-printed or standard terms contained on any purchase order or other purchasing document, and we specifically disclaim such terms. This Agreement cannot be modified unless agreed to by both you and us in writing.