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HomeMy WebLinkAboutPITNEY BOWES PRESORT SERVICES, LLC (2)AW*p*es N-2024-123 UNTIL INSURANCE EXPIRES-- I I U2�-{- MASTER SERVICES AGREEMENT CITY DATE: ��99 CLERdS�� 2 Q 1014 ° 0 )fhis Master Services Agreement ("Agreement") by and between Pitney Bowes Presort Services, LLC, a Delaware limited liability tA,e company ("PBPS"), with offices located at 10110 I Street, Omaha, NE 68127, and City of Santa Ana, a California municipality ("Client"), with offices located at 20 Civic Center Plaza, Santa Ana, CA 92701-4076, is entered into as of February 1, 2024 ("Effective Date"). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows: 1. Services Provided By PBPS. Ll PBPS will provide the agreed upon services as described in the Statement(s) of Work (each an "SOW ') attached hereto as Exhibit A or added from time to time and incorporated herein by this reference upon agreement between the parties. The terms of this Agreement shall apply to each SOW, except as expressly provided in any SOW. This Agreement and each SOW, to the extent reasonably possible, will be construed to be consistent with each other. If and to the extent, however, that this Agreement and any SOW cannot reasonably be construed as consistent with each other, then (i) the SOW will control with respect to its subject matter and (ii) this Agreement will control in all other respects. 1.2 This Agreement does not contemplate the handling of mail containing any credit, debit, gift or other financial cards, or complete credit/debit/financial card number with card holder name (collectively "Plastics") or mail containing cash, checks, money orders, or other negotiable documents ("Negotiables"). If the parties decide to expand the services to include Plastics or Negotiables, the parties shall confer to address additional concerns of both parties and enter into a mutually agreed amendment(s) prior to beginning such services. 2. Client's Responsibilities. Client must present only mail prepared in compliance with all United States Postal Service® CUSPS" ®) regulations and all other applicable laws, rules, and regulations and meeting the requirements as set forth in the SOW. 3. Fees For Services. For the services provided by PBPS, Client shall pay the fees specified in each SOW. 4. Invoices. 4.1 PBPS will invoice Client on a monthly basis. Invoices will be made available either by hard copy mailed to the physical address specified by Client, or via PBPS' online portal. Such invoices will show the total number of mail pieces handled, the fees charged, postage, and such other information as PBPS may elect to include on its invoices. Invoices shall be due within thirty (30) calendar days from the date of the invoice; payment by bank -to -bank transfer is preferred. If Client disputes all or a part of any invoice, Client shall notify PBPS in writing by the due date and provide sufficient detail of the reason for the dispute to enable PBPS to research and respond. Any claim to dispute an invoice, either before or after payment, that was not communicated to PBPS in writing within one -hundred -eighty (180) days following the invoice date shall be invalid. Client shall be responsible for any and all excise, sales and/or use taxes, and like charges imposed with respect to the services provided by PBPS hereunder. PBPS shall be responsible for any and all taxes and like charges based upon or determined by reference to the net income of PBPS. 4.2 Client payment for postage paid by PBPS to the USPS on behalf of Client shall be as set forth in the SOW. 4.3 Client remains responsible for paying all undisputed amounts on any invoice on a timely basis under the terms of this Agreement, and if Client fails to make payment for an undisputed invoice charge when due, PBPS may suspend performance render this Agreement until such payment is made. Any amounts owed and past due for services rendered or expenses (other than postage) incurred shall bear interest at a rate of one and one-half percent (1.5%) per month or the maximum amount allowed by law (if less) until paid. 5. Warranty - Disclaimer. PBPS shall perform all duties and obligations required of it pursuant to this Agreement in a professional and workmanlike manner and in accordance with accepted presort mail processing industry standards. EXCEPT ASSET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE, PBPS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES AND ANY SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. 6. Comoliance. Each party shall comply with all local, state, and federal laws and regulations applicable to such party as it relates to the services, including LISPS, labor and employment, immigration, health and safety, environmental, and privacy laws and regulations. Page 1 of 15 Proprietary and Confidential Info tim PBPS Contract Management — Oct 2023 7. Term. This Agreement shall be in force and effect for a period of one (1) year from the Effective Date ('Initial Tenn"). Notwithstanding the foregoing, the specific term of any SOW, if any, shall be as set forth in the SOW. If no specific term is set forth in the SOW, the SOW shall be coterminous with this Agreement. If this Agreement is terminated while any SOW is still in effect, the terns and conditions of this Agreement shall continue to govern the SOW until such time as the SOW expires or is otherwise terminated. The total sum to be expended by Client for fees (including postage reimbursement) under this Agreement shall not exceed fifty -thousand dollars and no cents ($50,000,00), for the Initial Term. 8. Events of Default. The occurrence of any of the following events will constitute an "Event of Default" hereunder: (a) a material breach of this Agreement or any SOW unless cured within a period of thirty (30) days after written notice of such breach is given to the defaulting party by the other party hereto; or (b) a party becomes insolvent or makes a general assignment for the benefit of creditors, or takes advantage of any insolvency act, or commences a case or other proceeding naming the party as debtor under the United States Bankruptcy Code, or any proceeding is instituted against the party seeking liquidation of the party or the party's assets and the party fails to take appropriate action resulting in the withdrawal or dismissal of such proceeding within thirty (30) days, or there shall be appointed a receiver, liquidator, conservator, trustee or similar official in respect of the assets of the party. 9. Rights and Remedies Upon Default. Upon an Event of Default, the non -defaulting party may, at its option: (a) tenumate this Agreement or the affected SOW immediately upon written notice to the defaulting party or upon any future date specified in such notice; or (b) continue this Agreement, without waiving the defaulting parry's continuing obligation to cure; and, in either case the non -defaulting party may take whatever action available at law or in equity to enforce perfonnance of any obligation under this Agreement or seek damages for such Event of Default, subject to any limitations set forth in this Agreement. 10. Early Termination. This Agreement or any SOW may be terminated prior to the end of its term as then in effect upon the occurrence of any of the following events: (a) an Event of Default set forth above, following which the non -defaulting party elects to terminate the Agreement or the affected SOW; or (b) as permitted under a SOW in the event that the USPS adopts any new postal regulations, procedures, rates or incentives that directly impact the services. 11. Force Maieure. PBPS shall maintain a commercially reasonable business continuity plan; however, PBPS shall not be responsible for or incur any liability for any delay or failure in performance of any service or obligation under this Agreement and shall be excused from the performance to the extent that PBPS is prevented, restricted, delayed or interfered with by causes beyond its control, including but not limited to acts of God, fire, floods, severe weather, explosions, utility or communication failures, earthquakes, wars (declared or undeclared), labor disputes, strikes, lockouts, riots, epidemics, acts of terrorism, blockades, embargoes, government orders or requirements having legal effect of any government or any judicial authority, or any other situations, whether similar or dissimilar to those referred to in this clause, which are beyond the reasonable control of PBPS ("Force Mijeure"). hi case of a Force Majeure event, PBPS will notify Client as soon as reasonably possible by whatever means are available. PBPS shall not be liable for the loss of any postage savings, aid Client shall reimburse PEPS for the difference between the contracted postage discount rate and any postage upgrades required to submit the mail while the Force Majeum effects continue. 12. Confidentiality 12.1 "Confidential Information" means all confidential and proprietary information of either party (its parent, subsidiaries or entities under its control) which is disclosed or provided by or on behalf of such party ("Disclosing Party"), including, a party's: (i) customer and prospect lists, suppliers and terms of existing agreements with business partners and other third parties; (ii) pricing, financial and other business information, processes and plans, security measures, business continuity and disaster plans, policies and procedures; (iii) research and development information, analytical methods and procedures, hardware design, technology and ton -public personnel data; (iv) information concerning or belonging to the customers and potential customers of either party; (v) business practices, know-how, including but not limited to Trade Secrets (as defined by applicable law), and marketing or business plans; (vi) this Agreement, any orders and training materials; and (vii) any other information identified in writing as confidential or information that the receiving party knew or reasonably should have known was confidential, any of which is disclosed to the other party ("Receiving Party") or to which the Receiving Party gains access in connection with this Agreement. 12.2 The pasties acknowledge that Receiving Party may be provided, have access to or be exposed to Confidential Information of the Disclosing Party. The Receiving Party agrees (i) to hold the Disclosing Party's Confidential Information in strict confidence, and apply at least the standard of care used by the Receiving Party in protecting its own Confidential Information, but not less than a reasonable standard of care, (ii) not to disclose such Confidential Information to any third party or use such Confidential Information except as reasonably required to exercise its rights or perform its obligations under this Agreement or upon written permission of the Disclosing Party, and (iii) upon written request of the Disclosing Party, to return or destroy such party's Confidential Information and provide written confirmation of compliance; however, the Receiving Party may retain such copies as may be necessary for legal or accounting purposes fit accordance with its records retention policies. Each party agrees to cause its employees, agents, subcontractors or other persons over whom the Receiving Party has control and who require access to such information, to abide by such obligations. Page 2 of 15 Proprietary and Confidential Infonnanon PBPS Contract Management — Oct 2023 12.3 The foregoing obligations do not apply to information that: (I) is already public or becomes available to the public through no breach of this Agreement; or (ii) was lawfully in the Receiving Party's possession before receipt f om the Disclosing Party; or (iii) is lawfully received independently from a third party who is not bound by a confidentiality obligation to Disclosing Party; or (iv) is independently developed by or on behalf of the Receiving Party without rise of the Disclosing Party's Confidential Information. 12.4 If compelled by a requirement of a government agency, a court, or by law or regulation to disclose any of the Disclosing Party's Confidential Information, the Receiving Party will, unless prohibited by law or order, notify the Disclosing Party in writing prior to making any disclosure in order to provide the Disclosing Party a reasonable opportunity to either waive any objection to such disclosure or request a remedy from the appropriate authority. The Receiving Party will reasonably cooperate with the Disclosing Party in its efforts to obtain such a remedy, but in the event any disclosure is required, the Receiving Party will furnish only that portion of the Confidential Information that is legally required. 13. Indenendent Contractor. It is expressly understood and agreed that each party will act as an independent contractor and that this Agreement is not intended and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture or other association between Client and PBPS. Neither party may make any commitments binding on the other, nor may either party make any representation that they are acting for, or on behalf of, the other, unless otherwise specified in writing and signed by the parties. Neither party nor the employees of such party performing any obligation hereunder shall be considered to be employees of the other party for any purpose, including but not limited to, compensation for services, employee welfare and pension benefits, fringe benefits of employment or workers' compensation insurance. 14. Insurance. PBPS shall at all times during the term of this Agreement maintain insurance as required inExhibit B attached hereto and incorporated by reference. 15. LIMITATION OF LIABILITY. 15.1 PBPS' TOTAL LIABILITY TO CLIENT RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT OR TORT, UNDER LEGAL OR EQUITABLE GROUNDS, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE REASONABLE COST TO RECREATE THE AFFECTED MAIL PIECES, BUT NOT TO EXCEED $0.50 PER PIECE OF MAIL AND IN NO EVENT SHALL SUCH LIABILITY EXCEED THE LIMITS OF ANY APPLICABLE INSURANCE CARRIED BY PBPS. 15.2 IN NO EVENT SHALL PBPS BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, STATUTORY, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OR DEMAND AGAINST THE CLIENT BY ANY THIRD PARTY, OR ANY LOST REVENUE OR LOST PROFITS (WHETHER CONSIDERED AN INDIRECT OR DIRECT DAMAGE), EVEN IF PBPS HAS BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF, OR RELATING TO THIS AGREEMENT. CLIENT FURTHER AGREES THAT IN NO EVENT SHALL PBPS BE LIABLE FOR ANY DAMAGES OR INJURIES, INCLUDING BUT NOT LIMITED TO CLEAN-UP COSTS, RESULTING FROM OR IN CONNECTION WITH ANY HAZARDOUS SUBSTANCE, EXPLOSIVE, OTHER POLLUTANT OR SIMILAR SUBSTANCE, CONTAINED IN MAIL SUBMITTED TO PEPS. 16. Indemnification. Each party agrees to indemnify, defend, and hold harmless the other from and against any liability, loss, cost, expense, claim, or damage, including reasonable attorneys' fees, in any action or claim (collectively "Claim") brought by any third party, alleging bodily injury (including death) to the extent caused by the negligent act/omission or willful misconduct of the indemnifying party. In addition, Client shall indemnify, defend and hold harmless PBPS from all Claims by third parties, resulting from or in connection with any hazardous substance, explosive, other pollutant or similar substance contained in mail submitted by Client. A party seeking indemnification must give the indemnifying party prompt written notice of any Claim and will provide reasonable cooperation in the investigation, defense or settlement of such Claim. No compromise or settlement of the Claim may be effected by the indcuu*ing party without the indemnified parry's prior written consent (which will not be unreasonably withheld or delayed), miless (a) there is no finding or admission of any violation of law by the indemnified party, and (b) the sole relief provided is monetary damages that are paid in full by the indemnifying party. 17. No Third Party Beneficiaries. The parties intend that there shall be no third party beneficiaries under this Agreement, and that no person or entity, except the parties hereto, shall have any rights or remedies under this Agreement, including the right to bring any action on account of its breach or in any relation to it whether in contract, in tort, or otherwise. 18. Headings. The paragraph headings which appear in this Agreement are intended solely for convenience of reference and shall not amplify, limit, modify or otherwise be used in the interpretation of any provision of this Agreement. 19. Integration. This Agreement, including all SOWS, exhibits, schedules and any addendum, appendices and attachments hereto or thereto which are incorporated herein by reference, constitutes the entire Agreement between the parties with respect to the subject matter hereof, and there are no other agreements, promises, covenants or conditions, oral or written, except as are set forth herein Page 3 of 15 Proprietary and Confidential Information PBPS Contract Management — Oct 2023 or in the schedules and addendum, appendices and attaclunents, if any. Any prior agreements between the parties with regard to similar services provided at any location covered by any SOW attached hereto are superseded by this Agreement, including the Master Services Agreement between the City of Santa Ann and PBPS dated February 1, 2019 which is hereby terminated. 20. Severability. If any provision of this Agreement, or portion thereof, is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be severed and the remaining provisions of this Agreement will remain in force and effect. 21. Waiver. The failure to enforce any provision of this Agreement shall not operate as a waiver thereof nor preclude the enforcement of any such provision in the future. All waivers shall be in writing and signed by the party granting the waiver. 22. Modification. This Agreement maybe modified only by a written document signed by the parties Hereto. The terms and conditions of thus Agreement shall supersede any and all standard terms and conditions on either parry's preprinted forms, including but not limited to purchase orders, pickup slips and invoices. 23. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, Any assignment in violation of this provision will be null and void. Notwithstanding the foregoing, without the other part's consent, either party may assign this Agreement in whole or in part to an affiliated company or a successor in interest of all or substantially all of the assets of such party, provided that, in the case of an assignment by Client, such affiliated company or successor in interest satisfies PBPS' creditworthiness standards. A party making such assignment shall promptly notify the other party in writing. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. 24. Reference. Client agrees that PBPS can use Client's name in a client list and/or identify Client as such when comrnmricating with prospective clients, in each case along with the PBPS service Client uses. 25. Marketing. Client agrees that PBPS can use Client's name and logo in marketing content, including in an advertising campaign, widr the prior consent from Client. 26. Governing Law. This Agreement shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of California, without regard to its conflicts of law principles, irrespective of the fact that any one of the parties is now or may become a resident of a different state. 27. Notices. All notices, consents or waivers required or permitted in this Agreement shall be in writing and be deemed to have been drily given when (a) delivered personally; (b) upon delivery according to the records of an overnight courier service; or (c) upon USPS records if sent by certified mail (postage prepaid), using the address set forth for each party in the opening paragraph on page 1 of this Agreement. A parry may change the address for notice by notice satisfying the requirements of this paragraph. 28. Authorized Signature. Each party represents and warrants to the other that it has full and complete authority to enter and perform thus Agreement and that the person signing in its behalf has been duly authorized to sign this Agreement. (Signatures on the following page) Page 4 of 15 Proprietary and Confidential Lrformation PBPS Contract Management — Oct 2023 N-2024-123 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: 6& Jennifer L, all APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney l By. / 4� u Andrea Garcia -Miller Assistant City Attorney RECOMMENDED FOR APPROVAL: ,.iM,ao.p„��ron Kathryn Downs Executive Director Finance and Management Services Agency CITY OF SANTA ANA1;�- Thomas Hatch Interim City Manager PITNEY BOWES PRESORT SERVICES, LLC: Nicole Ziska Nicole &ka(Mar 8. AN U:ne an (name) Nicole Ziska (title) SVP, Strategy & Insights Page 5 of 15 Proprietary and Confidential Infotmatioa PBPS Contract Management — Oct 2023 EXHIBIT A STATEMENT OF WORK #1 FIRST CLASS MAIL This Statement of Work ("SOW") is entered into as of February 1, 2024 ("Effective Date"), pursuant to the Master Services Agreement (the "Agreement") dated February 1, 2024, between City of Santa Ana ("Client") and Pitney Bowes Presort Services, LLC ("PBPS"), the terms of such Agreement being incorporated herein by this reference, and governing this SOW for First Class® Mail services. 1. Services Provided By PBPS. 1.1 PBPS will pick up the Client's prepared mail at Client's designated address(es) as specified on Schedule 1.0, barcode (if not pre-bareoded by Client), sort and submit said trail to the United States Postal Service® ("USPS"). Provided that the mail is prepared by Client according to the Mail Specifications (as defined below) and is made available for pick up by PBPS on or before the pickup times specified on, or mutually agreed as permitted by, Schedule 1.0, the mail shall be submitted to the USPS on the same USPS business day ("Same Day") or the following USPS business day ("Next Day") as specified on Schedule 1.0. Client agrees that, as permitted by the USPS, PBPS may move Client's mail from one PBPS operating center to another PBPS operating center. 1.2 Additional locations or distinct mailstreams may be added to the SOW upon the mutual written consent of the parties and reflected in an amendment to this SOW updating an existing Schedule or assigning the new locations or tmailstreams to the next sequential Schedule subset number (e.g., x.1, x.2, etc.). Any reference in this SOW to Schedule 1.0, 2.0, 3.0, etc., will apply to all Schedules for all locations regardless of the Schedule subset number. Pricing for additional locations may be adjusted based upon voltumes, type and quality of mail, distance from the PBPS operating center, local market conditions, and other applicable factors as agreed by the parties. 2. Onantity of Mail. 2.1 Client will provide the approximate number of pieces of mail for pick up and processing as specified on Schedule 1.0, but not less than all of the presort compatible mail produced at the facility. 2.2 Client will provide PBPS with production volume forecasts on a weekly basis. Failure to provide timely forecasts on at least a weekly basis, or providing materially inaccurate forecasted volume, may impact the agreed upon processing schedule. 3. Fees For Automated Presort Services. For First -Class automated presort services provided by PBPS, Client shall pay the fees specified on Schedule 2.0. 4. Fees For Other Services. For other services provided by PBPS, Client shall pay the fees specified on Schedule 3.0. 5. Postage Payment. If Client uses permit mail, pre -meters mail at the 5 digit automation rate or regularly requires PBPS to meter mail on Client's behalf, Client will maintain a postage deposit or otherwise pay for such postage in advance of processing. The method and amount of such deposit or advance payment is set forth on Schedule 4.0. 6. Mail Snecifications. Client's mail shall meet all USPS requirements for automation compatible mail as set forth in the Domestic Mail Manual ("DMM') and its attendant documentation applicable to each type of trail submitted and the requirements set forth in this paragraph 6 ("Mail Specifications"). 6.1 Presentation: 6.1.1. Client's mail shall be submitted to PBPS upright in trays with all envelopes facing in the same direction, properly addressed and sealed. If Client's snail is (i) pre -metered, it shall be affixed with the correct postage rate, the correct date and appropriate "pre-sorted" notations; (ii) permit imprinted, it shall be separated and presented by the correct weight and affixed with the appropriate "pre-sorted" and indicia imprint and a return address; (iii) pre -canceled stamp, it shall be affixed with a pre -canceled stamp and show a return address. 6.1.2. Client shall complete and sign pickup slips, using the electronic pickup slip format, at each location indicating the number of trays and/or pieces of mail to be processed by PBPS. If Client pre -meters its mail, Client shall provide PBPS with its current license numbers, and notify PBPS within five (5) business days of any changes. 6.1.3. Client agrees to promptly execute or produce all PBPS or USPS documents to meet requirements of the USPS. Client further agrees to make appropriate changes in the way Client addresses and handles its mail as reasonably requested by PBPS and as required by the USPS. 6.2 Barcode Requirements: Page 6 of 15 Proprietary and Confidential Information PBPS Contract Management —Oct 2023 6.2.1. If Client pre-barcodes its mail, Client must: (1) utilize the USPS Coding Accuracy Support System ("CASS") to satisfy the USPS zip code accuracy requirements in Delivery Point ValidationTM ("DPV") and provide a current certificate upon request; and (2) apply only barcodes compliant with the then current Full Service Intelligent Mail® Barcode ("IMb") requirements of the USPS. 6.2.2. If Client is not pre-printing a barcode on its mail, Client must leave a clear zone as specified in the DMM and the paper must be non -glossy. 6.3 Move Update Requirements: USPS regulations require that mailers utilizing discounted postage rates select one or more authorized move update options. Client will utilize the authorized move update option(s) indicated on Schedule 5.0. If Client utilizes the move update solution offered by PBPS ("PBPS Move Update Solution"), additional terms and conditions applicable to such services are set forth on Schedule 5.0. 6.4 Readability: Mail meeting the Mail Specifications is expected to process well on the PBPS equipment, meaning that PBPS can read the address and obtain a valid delivery point on the first pass. Specific expectations for the readability of Client's mail may be set forth in the Exception Handling paragraph on Schedule 2.0. If PBPS observes that Client's mail readability has degenerated, PBPS will provide Client with samples of the rejected mail and recormnendations to resolve the readability and/or address accuracy problems. Client will take appropriate action to promptly restore the readability to reasonable levels. 6.5 Client's mail failing to meet the Mail Specification requirements of this paragraph 6 may be subject to return of the mail, exception handling, postage reimbursement and/or ancillary fees set forth on Schedules 2.0 and 3.0, and/or USPS penalties. Any additional handling required to correct Client's mail may result in the mail being delayed, re -dated and submitted to the USPS on the following business day. Repeated failures to meet the Mail Specification requirements of this paragraph 6 may be considered a material breach under the Agreement. Client shall promptly, upon receipt of appropriate documentation, reimburse PBPS for all penalties, assessments, or loss of discounts levied against PBPS by the USPS as a result of Client's (or its customer or print provider) improper preparation and finishing of its mail. 7. USPS Changes. Notwithstanding any other language in the Agreement or this SOW regarding pricing or changes, in the event the USPS adopts any new/revised postal regulations, procedures, rates, discounts, or incentives that directly affect the cost or provision of the services ("USPS Changes"), PBPS may modify or terminate this SOW on fifteen (15) days prior written notice to Client. 8. CPI Adiustment. Not more than once each calendar year and upon fifteen (15) days prior written notice to Client, PBPS may adjust the fees set forth in this SOW based upon increases in the most current published Consumer Price Index ("CPI") for the previous twelve-month period (each, a "CPI Adjustment"). The CPI will be measured as indicated in the colnnn for Urban Wage Earners and Clerical Workers, U.S. City average (base index year 1982-1984=100) as published by the Bureau of Labor Statistics. The base rate to which the CPI will be applied for calculating the presort fee in connection with a CPI Adjustment is the total cost per piece (postage and related fees combined) at die time of calculation less the then -current USPS 5 digit discount rate. 9. Fixed Rate Pricing. 9.1 Except for the amoral CPI Adjustment and any PBPS modifications due to USPS Changes as described above, the fees set forth in tliis SOW are fixed for the Initial Term set forth below. 9.2 Client will be charged the amounts set forth herein regardless of whether the actual postage qualification rates for Client's mail are higher or lower than fire postage discount rate set forth on Schedule 2.0 and 3.0. Client hereby authorizes PBPS to receive and retain any USPS postage refinnds, incentives, discounts or rebates based on the amount of Client's mail that qualifies for any lower presort trailing rates to PBPS, and all such refunds, incentives, discounts and rebates will become the property of PBPS as part of its compensation for performance of the services. (ref for metered mail: USPS form 8096). 10. Term. The Initial Term and Renewal Terms (as defined in the Agreement) of this SOW will coincide with those of the Agreement. Other than a notice provided relative to the tern or termination of this SOW, which shall be governed by the Notice provision of the Agreement, all other written notices permitted or required under this SOW or the Schedules attached hereto, may be accomplished by e-mail with system confirmation. Page 7 of 15 Proprietary and Confidential Information PBPS Contract Management — Oct 2023 SOW #1- SCHEDULE 1.0 ADDRESSES AND TIMES FOR MAIL PICK UP For current locations, PBPS will pick up Client's mail at the address(es) specified below. Upon mutual agreement by amendment to this SOW, PBPS and Client may add Client locations where the services will be made available. PBPS reserves the right to decline services for any existing or proposed new Client location if the factors of average daily volume and distance to the nearest PBPS operating center make providing the services commercially unreasonable. Client shall assemble its mail and make it available for pick up on such schedule as may be mutually agreed upon by the parties in writing (e-mail is sufficient), with the initial schedule set forth below. Client Location Pick Up T9me(s)r Pick Up Time(s)' I Average Daily Same Dav Dated Next Dav Dated Volume2 20 Civic Center Plaza N/A 4:50 PM 1,000 Santa Ana, CA 92901 Notes: 1 — All pickup times are local time zone for pickup and processing Monday through Friday, excluding holidays, unless otherwise noted. First Class flat mail may be picked up at the same time as First Class letter mail; however, such flat mail is always Next Day. In the event the mail is not ready at the agreed time and PBPS is able to wait for the mail, while PBPS will use reasonable efforts to meet the processing schedule, such delay may result in the mail being submitted to the USPS one business day later than scheduled. 2 - Client and PBPS agree that there is no minimum guaranteed volume required under this SOW; however, Client acknowledges that PBPS's pricing is based upon receiving the Client estimated volume. Client will provide the approximate average daily volume of mail set forth above for each location, for pick up and processing by PBPS. If the average daily volume submitted decreases by 20% or more during any calendar quarter, it may be presumed that a reasonable pricing adjustment is appropriate and the parties shall negotiate in good faith to agree upon such adjustment and issue an amended Schedule(s) to this SOW. Page 8 of 15 Proprietary and Confidential Information PBPS Contract Manaaement — Oct 2023 SOW 41- SCHEDULE 2.0 FEES FOR AUTOMATED PRESORT SERVICES 2.1 Postage and Presort Fee. 2.1.1 Metered/Permit Postage and Presort Fee. Client shall meter the First Class mail, and be charged for postage on First Class permit indicia mail, at the then current published USPS discount rate designated below for each mail type. Client shall pay the presort fee per niece as shown below for the applicable mail tvae and service level: Presort Fee Per Piece Mail Type' USPS Discount Rate Name SameDay Next Da Letters — Metered Mixed AADC $ N/A $0.047 Letters — Permit Mixed AADC $ N/A $0.047 Notes: 1 - If Client submits any First Class pre -canceled stamp letter or postcard mail, in addition to the then current pre -canceled stamp rate set by the USPS and applicable presort fee, Client shall pay a postage upgrade per piece equal to the difference between the pre -canceled stamp value and the then current published USPS discount rate for the applicable mail type set forth above. 2.2 Sne£ial Handling, For First Class mail which requires additional handling due to the size or content, a special handling fee may apply as follows: Item Fee Per Piece 6"xV envelopes $N/A #14 envelopes $N/A Ne otiables(including checks stock certificates vouchers or cash $N/A Plastics (debit/credit/gift cards $N/A Other: N/A $N/A 2.3 Excention Handling. The following exception handling fees maybe applied for Machine Rejected Mail ("MRM") and mail that does not meet Full Service IMb requirements as a result of the way the mail was prepared by Client (collectively "Exception Mail"). MRM is mail that PBPS cannot mechanically read and process, including mail that fails DPV. Mail that is not Full Service IMb compliant includes mail with a Client pre-printed barcode that is not Full Service IMb compliant and mail that cannot be barcoded by PBPS with a Full Service IMb. The per piece amount of each exception handling fee is related to USPS rates and may automatically be adjusted to follow USPS Changes in the postage rates. The applicable MRM fee will be applied to the determined percentage of Client's mail for each mail type as set form below based on past readability and applied to such percentage of that mail type regardless of the actual number of pieces of Exception Mail on any given day. MRM FEE Mail Type USPS Discount Rate Name I MRM Fee Per Piece I Determined Percentage Letters Mixed AADC 1 $0.00 0%0 In due event the readability of Client's mail (or a specific mail type or job) has degraded from the determined percentage and Client has not been successfil. in restoring the readability as provided inparagraph 6.4 of this SOW, PBPS may, upon fifteen (15) days prior written notice, revise the determined percentage based upon the most recent readability report attached to the notice. If Client has taken steps to improve the mail readability, Client may request a more recent readability report be used to determine the Exception Mail percentage applied. Notwithstanding the foregoing, on any day that the actual reject rate is 10% or more due to the way Client prepared its mail, the MRM fee will be equal to the actual postage required to upgrade the mailpiece and will be applied to the actual number of pieces of Exception Mail. 2.4 Default Pricing Terms. In the event Client firils to make timely payment of invoices or required postage payments, PBPS may elect to continue processing Client's mail, but will no longer accept any permit mail or meter any mail on behalf of Client, and Client will pre -meter all of its mail. Any mail that has not been metered will be returned to Client. Further, Client shall not pre -meter First Class mail at the rates specified in paragraph 2.1 above, and instead shall pre -meter all First Class mail at a higher USPS discount rate as designated by PBPS ("Substitute Rate"). PBPS will rebate back to Client the difference between the pre -metered Substitute Rate and the rates specified in paragraph 2.1 above for mail processed at that Substitute Rate, after setting off against such rebate amount any sums then due Page 9 of 15 Proprietary and Confidential Information PBPS Contract Manasement — Oct 2023 from Client to PBPS pursuant to this Agreement. If Client fails to pre -meter the mail at the designated Substitute Rate, PBPS may pursue other options as permitted under the Agreement. Page 10 of 15 Proprietary and Confidential Information PBPS Contract Manaeement — Oct 2023 SOW #1- SCHEDULE 3.0 FEES FOR OTHER SERVICES 3.1 Ancillary Fees. The ancillary fees below include fees to correct Client's mail not in compliance with the Mail Specifications as well as for services requested by Client. Service Fee Per Piece unless otherwise indicated Meter Date Correction $0.03 Missing Endorsement $0.03 Metering Fee — Letters/Postcards $0.04 Metering Fee — Flats $0.10 Meter Strip $0.15 (+$30.00 per hour, perperson) Labeling LMLM $0.15 +$30.00 per hour, perperson) Sticky Mail / Billable Hourly Work $30.00 (er hour, per person — minimum I hour Excessive Waiting Time at Pickup: Straight truck or van $75.00 per hour (minimum 1/2 hour after 30 minutes) Excessive Waiting Time at Pickup: Tractor trailer $125.00 per hour (minimum 1/2 hour after 30 minutes) 3.2 Transnortation Fee and Fuel Surcharge. For First Class services under this SOW, the following fee(s) may apply: Transportation Fee $115.00 per week Fuel Surcharge $0.00 per mail pickup Page 11 of 15 Proprietary and Confidential Information PBPS Contract Management — Oct 2023 SOW #1- SCHEDULE 4.0 POSTAGE PAYMENT 4.1 Postace Payment. If Client presents snail that requires PBPS to pay the USPS for postage on Client's behalf, Client will maintain a postage deposit or otherwise pay for such postage in advance of processing, using the method described below. 4.2 Initial Payment. Client shall provide an advance postage payment equal to an estimated one (1) month of postage ($5,000) before submitting permit, 5 digit or unmetered trail for the first time under this SOW. 4.3 Payment Process. In addition to the initial payment, Client shall provide a postage payment for each month sufficient to cover the estimated postage to be used during the following month. Client will provide authorization for PBPS to withdraw the postage payment from Client's designated bank account. Client will receive a postage statement of postage charges and payment receipts for reconciliation purposes. Any shortage of postage fimds received will be added to the next regular postage payment (but in any event no more than thirty days after service) and any excess postage funds received may be deducted from the next postage payment. 4.4 Interest. PBPS shall not be required to pay any interest to Client on such postage funds received. Interest paid or fees charged by any banking entity, shall be between Client and the banking entity. 4.5 Return of Balance. Upon the termination of this SOW, PBPS shall return any excess fimds to Client after all fees for services and postage charges have been paid to PBPS by Client. 4.6 Failure to Mahrtain. IF CLIENT FAILS TO MAINTAIN THE POSTAGE PAYMENTS AT THE THEN APPLICABLE LEVEL(S), PBPS MAY IMMEDIATELY SUSPEND ITS PERFORMANCE UNDER THIS SOW AND WILL, AT CLIENT'S OPTION, EITHER; (i) HOLD CLIENT'S MAIL UNTIL PAYMENT IS RECEIVED OR (ii) RETURN THE MAIL TO CLIENT. IN THE EVENT THAT CLIENT'S POSTAGE FUND BALANCE IS NEGATIVE FOR MORE THAN THREE (3) CONSECUTIVE DAYS, ON THE FOURTH DAY AND EACH DAY THEREAFTER THAT THE BALANCE CONTINUES TO BE NEGATIVE, CLIENT SHALL PAY A POSTAGE DEFICIT SURCHARGE EQUAL TO ONE -QUARTER OF A PERCENT ('/A%) OF THE NEGATIVE BALANCE AMOUNT, BUT NOT TO EXCEED $2,500 PER DAY, OR THE MAXIMUM AMOUNT ALLOWED BY LAW, IF LESS. Page 12 of 15 Proprietary and Confidential Information PBPS Contract Mmaeement — Oct 2023 SOW #1- SCHEDULE 5,0 MOVE UPDATE REQUIREMENT 5.1 Move Undate Option. Client will complete a Certification of Move Update Compliance form as may be reasonably requested by PBPS from time to time in order to confirm the move update option selected by Client. Client's selections include the following move update option(s): Indicate the selected option for move update solution by placing an "X" in each column under the mail category type indicated. Option First Class First Class First Class Letter Mail Postcard Mail Flat Mail Not Applicable X X A USPS approved move update solution provided and utilized X b Client on all Client mail of this e PBPS Move Update Solution (an MLOCR-based software application such as Siemens UMove®) provided by PBPS on all Client mail of this type A USPS approved move update solution provided and utilized by Client on all Client mail of this type, except for designated jobs within the mail type as agreed by the parties on which PBPS shall utilize the PBPS Move Update Solution The USPS uses a census method of testing to determine if a mail owner's addresses are being updated as required by USPS move update compliance regulations. Mailpiece compliance is measured per calendar month and results are reported on the USPS Mailer Scorecard. Mailer Scorecards are available for individual mail owners and for PBPS, the mail presenter. The USPS will assess penalties or postage assessments against PBPS as the eDoc submitter associated with the mailing if the total move update failures submitted by PBPS per operating center under its USPS Customer Registration ID (CRID) is over the USPS established threshold for the month. If Client has its own USPS Mailer ID (MID), Client agrees that it will monitor its own failure rate for performance on the USPS Mailer Scorecard by the MID/CRID, which can be accessed through due USPS Business Customer Gateway. The parties will cooperate to identify and resolve failures involving Client's mail if either party has reasonable concerns about meeting the Mailer Scorecard threshold requirements. The parties shall also cooperate to promptly appeal any penalty or assessnneat by the USPS if there are reasonable grounds to advocate an appeal. 5.1.1 As to each job(s) for which Client elects to rely on its own application of a USPS move update solution, Client will reimburse PBPS for any penalties or postage assessments imposed by the USPS against PBPS due to, or caused in part by, Client's i nailpiece move update failures which exceed the Mailer Scorecard threshold, based upon PBPS's calculation of Client's pro-rata portion of such penalty or assessment for that month. 5.1.2 As to each job(s) for which Client elects the PBPS Move Update Solution applied by PBPS, Client will not be charged for such move update penalties or postage assessments imposed by the USPS against PBPS, on mailpieces processed by PBPS under those jobs even if the move update failures on those jobs exceed the Mailer Scorecard threshold. 5.2 Physical Requirements for PBPS Move Undate Solution: PBPS can only spray barcodes on mail pieces that are non -glossy with a sufficient clear zone in the lower right quadrant. Client will be required to use another approved move update method for non -conforming mail pieces. 5.3 PBPS Move Undate Solution - Fee: Client shall pay the following application fee per each piece of mail scanned using the PBPS Move Update Solution: Mail T ne I Anplication Fee Per Piece Letters I $N/A Page 13 of 15 Proprietary and Confidential Information PBPS Contract Manaeement — Oct 2023 EXHIBIT B INSURANCE REQUIREMENTS PUPS shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the PUPS, his agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: • Commercial General Liability (CGL): Insurance Services Office Fonn CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit • Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. If the PBPS maintains broader coverage and/or higher limits than the minimums shown above, the Client requires and shall be entitled to Due broader coverage and/or the higher limits maintained by the PBPS. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Client. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The Client, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the PBPS including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the PBPS's insurance (at least as broad as ISO Form CG 20 10 It 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). Primary Coverage For any claims related to this contract, the PBPS's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as to any loss to the extent caused by PBPS as respects the Client, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Client, its officers, officials, employees, or volunteers shall be excess of the PBPS's insurance and shall not contribute with it. Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the Client. Waiver of Subrogadon PBPS hereby grants to Client a waiver of any right to subrogation which any insurer of said PBPS may acquire against the Client by virtue of the payment of any loss under such insurance. PBPS agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Client has received a waiver of subrogation endorsement from the insurer. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the Client. Verification of Coverage PBPS shall famish the Client with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause. However, failure to obtain the required documents prior to the work beginning shall not waive the PBPS's obligation to provide them. The Client reserves the right to require complete, copies of all required insurance policies, including endorsements required by these specifications, at any time. Page 14 of 15 Proprietary and Confidential Information PBPS Contact Management — Oct 2023 Special Risks or Circumstances Client reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Page 15 of 15 Proprietary and Confidential Information PBPS Contract Management — Oct 2023 City of Santa Ana_PBPS_MSA_pbps signed 03082024 Final Audit Report 2024-03-20 Created: 2024-03-20 By: Kristin Andrade (kandrade@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAahgEy3D5Im-8xDsCasz2sTxjthMQw9n5 "City of Santa Ana_PBPS_MSA_pbps signed 03082024" History Document created by Kristin Andrade (kandrade@santa-ana.org) 2024-03-20 - 4:15:20 PM GMT 24 Document emailed to Kathryn Downs (kdowns@santa-ana.org) for signature 2024-03-20 - 4:16:21 PM GMT Email viewed by Kathryn Downs (kdowns@santa-ana.org) 2024-03-20 - 4:58:05 PM GMT dp Document e-signed by Kathryn Downs (kdowns@santa-ana.org) Signature Date: 2024-03-20 - 4:58:19 PM GMT - Time Source: server 0 Agreement completed. 2024-03-20 - 4:58:19 PM GMT Adobe Acrobat Sign Herschleb, Dan From: City of Santa Ana <certificate-request@ctraxjdidata.com> Sent: Wednesday, March 20, 2024 3:10 PM To: Herschleb, Dan Subject: Internal Notice of Compliance Attention: This email originated from outside of City of Santa Ana. Use caution when opening attachments or links. NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Pitney Bowes Inc. Name: Project A-2022-032 Number: Project First Amendment to the Master Services Agreement Name: The Certificate of Insurance (COI) submitted indicates that the coverages comply with the insurance requirements. The compliant coverage(s) are: TYPE OF INSURANCE POLICY EXPIRATION COI FILE NAME NUMBER DATE DATE GENERAL LIABILITY HDOG72964366 07/01/2024 06/20/2023 CITYOFSANTAANA W29359256.pdf WORKERS COMPENSATION AND EMPLOYERS' LIABILITY SCFC70319615 07/01/2024 06/20/2023 CITYOFSANTAANA W29359256.pdf — No further action is required at this time. Thank you, City of Santa Ana Risk Management Division inn partnership with CTrax Plus Services Team 3/20/2024 6:09 PM Page 1 of 2 CERTIFICATE OF LIABILITY INSURANCE DATE (MM//) 10/16/20232023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Willis Towers Watson Northeast, Inc. c/o 26 Century Blvd P.O. Box 305191 CONTACT Willis Towers Watson Certificate Center NAME: PHONE 1-877-995-7378 FA % 1-B88-467-2378 A/C No: E-MAIL certifiaatasOwillis. com ADDRESS: INSURERS AFFORDING COVERAGE NAIC# Nashville, TN 372305191 USA INSURER A: ACE American Insurance Company 22667 INSURED Pitney Bowes Inc. 3001 Summer Street INSURER B: Commerce S Industry Insurance Company 19410 INSURER C: Indemnity Insurance Company of North Ameri 43575 INSURER D: ACE Fire Underwriters Insurance Company 20702 Stamford, CT 06926 INSURERE: - INSURER F : COVERAGES CERTIFICATE NUMBER: W30643210 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUHR POLICYNUMBER - POLICY EFF IMMIDDNYYYI POLICY EXP MM/DDIYYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE OCCUR IS TO RENTED PREMISES Ea occurrence $ 2,000,000 MED EXP(Any one arson) $ 3,000 A y Y HDO G12964366 07/01/2023 07/01/2024 PERSONAL&ADV INJURY $ 2,000,000 GERL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY D PECT RO- LOD J PRODUCTS - COMPIOP AGG $ 4,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 3,000,000 X BOD I LY I NJ U RY(Per person) $ ANY AUTO A OWNED SCHEDULED AUTOS ONLY AUTOS Y Y ISA H25579835 07/01/2023 07/01/2024 ROD I LY I NJ U RY(Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident B X UMBRELLALIAB X OCCUR EACH OCCURRENCE AGGREGATE k$2,000,000 E%CESS UIB CLAIMS -MADE Y y 032676463 07/01/2023 07/01/2024 DED RETENTION C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICE IMEMB RIPARTNER/EXECUTIVE YIN OFFICEPRIET EREXCLUDED7 No (Mandatory In NH) NIA Y MR C70319536 07/01/2023 07/01/2024 X STATUTE ERH E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ 2,000, 000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 2,000,000 A Workers Compensation and Y MR C70319573 07/01/2023 01/01/2024 E.L. Each Accident $2,000,000 Employers' Liability E.L. Disease - EA Em $2,000,000 Per Statute E.L. Disease -Poi LIME $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached If more space Is required) This Voids and Replaces Previously Issued Certificate Dated 10/09/2023 WITH ID: W30577850. SEE ATTACHED CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE City of Santa Ana 20 Civic Centex Pl. AI / Santa Ana, CA 92702 ©1988.2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD SR ID: 24822087 WTcs: 3171483 AGENCY CUSTOMER ID: LOC #: ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMEDINSURED Willie Towera Watson Northeast, Inc. Pitney Bowes Inc. 3001 Summer Street Stamford, CT 06926 POLICY NUMBER See Page 1 CARRIER NAIC CODE Be. Page 1 Sea Page 1 EFFECTIVE DATE: See Page 1 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability insurance Agreement: A-2022-032; First Amendment to the Master Services Agreement. The City of Santa Ana, its officers, officials, employees, and volunteers are included as Additional Insureds as respects to General Liability, Auto Liability where required by written contract and Umbrella/Excess Liability. General Liability policy shall be Primary and Non-contributory with any other insurance in force for or which may be purchased by Additional Insureds where required by written contract. Waiver of Subrogation applies in favor of Additional Insureds with respects to General Liability, Auto Liability and Workers Compensation where required by written contract and as permitted by law. Waiver of Subrogation applies in favor of Additional Insureds with respects to Umbrella/Excess Liability. INSURER AFFORDING COVERAGE: ACE Fire Underwriters Insurance Company NAIC#: 20702 POLICY NUMBER: SCF C70319615 EFF DATE: 07/01/2023 EXP DATE: 07/01/2024 SUBROGATION WAIVED: Y TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Workers Compensation and E.L. Each Accident $2,000,000 Employers' Liability E.L. Disease - EA Emp $2,000,000 Per Statute E.L. Disease-Pol LMT $2,000,000 INSURER AFFORDING COVERAGE: Indemnity Insurance Company of North America NAIC#: 43575 POLICY NUMBER: SCF C70305343 EFF DATE: 07/01/2023 EXP DATE: 07/01/2024 SUBROGATION WAIVED: Y TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Workers Compensation and E.L. Each Accident $2,000,000 Employers' Liability E.L. Disease - EA Emp $2,000,000 Per Statute E.L. Disease-Pol LMT $2,000,000 ACORD 101 © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 24822087 BATCH: 3171.483 CERT: W30643210 POLICY NUMBER: HDO G72964366 1 Endorsement Number: COMMERCIAL GENERAL LIABILITY CG 20 15 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - VENDORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organizations Vendor Your Products Any Vendorwhom you have agreed to include as an All of your products. additional Insured under a written contract, provided such contract was executed prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended t6 include as an additional Insured any person(s) or organization(s) (referred to below as vendor) shown In the Schedule, but only with respect to "bodily Injury" or "property damage" arising out of "your products" shown in the Schedule which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The Insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made Intentionally by the vendor; d. Repackaging, except when unpacked solely _ for the purpose of Inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make In the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or Ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for Its own acts or omissions or those of Its employees or anyone else acting on its behalf. However, this exclusion does not apply to: CG 2015 07 04 © ISO Properties, Inc., 2004 Page 1 of 2 (1) The exceptions contained in Sub- paragraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. Page 2 of 2 © ISO Properties, Inc., 2004 CG 20 15 07 04 POLICY NUMBER: HDO G72964366 1 Endorsement Number: COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 NOTICE TO OTHERS ENDORSEMENT —SCHEDULE Named Insured Pitney Bowes Inc. Endorsement Number Policy Symbol Policy Number Policy Period Effective Date of Endorsement HDO G72964366 17/1/2023 to 7/1/2024 7/1/2023 Issued By (Name of Insurance Company) ACE American Insurance Company Insert ins poucy number, the remainder of the intomnabon Is lobe completed only when this endorsement Is Issued subsequent to the propmahon d the policy THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. A. If we cancel the Policy prior to its expiration date by notice to you or the first Named insured for any reason other than nonpayment of premium, we will endeavor, as set out below, to send written notice of cancellation, via such electronic or other form of notification as we determine, to the persons or organizations listed in the schedule that you or your representative provide or have provided to us (the "Schedule"). You or your representative must provide us with the physical and/or e-mail address of such persons or organizations, and we will utilize such e-mail address or physical address that you or your representative provided to us on such Schedule B. The Schedule must be initially provided to us within 15 days after: 1. The beginning of the Policy period, if this endorsement is effective as of such date; or If, This endorsement has been added to the Policy, if this endorserent is effective after the Policy period commences. C. The Schedule must be In an electronic format that is acceptable to us; and must be accurate. D. Our delivery of the notification as described in Paragraph A, of this endorsement will be based on the most recent Schedule in our records as of the date the notice of cancellation is mailed or delivered to the first Named Insured. E. We will endeavor to send or deliver such notice to the e-mail address of- physical address corresponding to each person or organization indicated in the Schedule at least 30 days prior to the cancellation date applicable to the Policy, F. The notice referenced in this endorsement is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a 'pending cancellation of coverage. We have no legal obligation of any kind to any such person(s) or organization(s). Our failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule shall impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy. G. We are not responsible for verifying any information provided to us in any Schedule, nor are we responsible for any incorrect information that you or your representative provide to us. If you or your representative does not provide us with a Schedule, we have no responsibility for taking any action under this endorsement. In addition, if neither you nor your representative provides us with e-mail and physical address information with respect to a particular person or organization, then we shall have no responsibility for taking action with regard to such person or entity under this endorsement. H. We may arrange with your representative to send such notice in the event of any such cancellation. L You will cooperate with us in providing the Schedule, or in causing your representative to provide the Schedule. J. This endorsement does not apply in the event that you cancel the Policy, ALL-32687 (05111 ) Page 1 of 2 AH other terms and conditions of the Policy remain unchanged. Authorized Representative ALL-32687 (05/11) Page 2 of 2 1 Endorsement Number: COMMERCIAL AUTO CA 20 01 1013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LESSOR - ADDITIONAL INSURED AND LOSS PAYEE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. lamed Insured: Pitney Bowes Inc. :ndorsement Effective Date: SCHEDULE Insurance Company: ACE American Insurance Company Policy Number: ISA H25579835 Effective Date: 7/1/2023 Expiration Date: 7/1/2024 Named Insured: Pitney Bowes Inc. Address: 3001 Summer Street Stamford CT 06926 Additional Insured (Lessor): Any Lessor whom you have agreed to include as an additional insured under a written contract, provided such contract was executed prior to the date of loss. Address: Designation Or Description Of "Leased Autos": Coverages Limit Of Insurance Covered Autos Liability $ 3,,000,000 Each "Accident" Comprehensive Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus $ Deductible For Each Covered "Leased Auto" Collision Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus $ Deductible For Each Covered "Leased Auto" CA 20 01 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 2 Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus Specified Causes Of Loss $ Deductible For Each Covered "Leased Auto" Information required to complete this Schedule, if not shown above will be shown in the Declarations A. Coverage 1. Any 'leased auto" designated or described in the Schedule will be considered a covered "auto" you own and not a covered "auto" you hire or borrow. 2. For a 'leased auto' designated or described in the Schedule, the Who Is An Insured provision under Covered Autos Liability Coverage is changed to include as an "insured" the lessor named in the Schedule. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: a. You; b. Any of your "employees" or agents; or c. Any person, except the lessor or any "employee" or agent of the lessor, operating a 'leased auto' with the permission of any of the above. 3. The coverages provided under this endorsement apply to any 'leased auto' described in the Schedule until the expiration date shown in the Schedule, or when the lessor or his or her agent takes possession of the 'leased auto', whichever occurs first. B. Loss Payable Clause 1. We will pay, as interest may appear, you and the lessor named in this endorsement for 'loss" to a 'leased auto'. 2. The insurance covers the interest of the lessor unless the 'loss" results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor, we will obtain his or her rights against any other party. C. Cancellation 1. If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. D. The lessor is not liable for payment of your premiums. E. Additional Definition As used in this endorsement: "Leased auto" means an "auto" leased or rented to you, including any substitute, replacement or extra "auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. Page 2 of 2 © Insurance Services Office, Inc., 2011 CA 20 01 1013 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS Named Insured Pitney Bowes Inc. Endorsement Number 31 Policy Symbol Polley Number Policy Period Effectiv at of Endo sement ISA H25579835 7/1/2023 to 7/1/2024 7/1/2023 Issued Ely (Name of Insurance Company) ACE American Insurance Company tn.sn m....n..., ..,...�... ems.......... -•-••._•••• A u,., rfi. M-daurywnmtUsunsursement is issued euoeequent Io Ine prepamUsn ofthe pollcy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This Endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIERS COVERAGE FORM AUTO DEALERS COVERAGE FORM We waive any right of recovery we may have against the person or organization shown in the Schedule below because of payments we make for Injury or damage arising out of the use of a covered auto, The waiver applies only to the person or organization shown in the SCHEDULE. SCHEDULE The lessor and/or Property Management Company of Premises that are leased to an entity with which the Named Insured has a written contract to provide services on such premises Authorized Representative OA-13115a (06/14) Page 1 of 1 NOTICE TO OTHERS ENDORSEMENT— SCHEDULE Named Insured Pitney Bowes 111G. —� Endorsement Number Policy Symbol Policy Number policy Period Effective Date of Endorsement ISA H25579835 1 7/1/2023 to 7/1/2024 7/1/2023 Issued By (Name of Insurance Company) ACE American Insurance Company _^Insedthethe policy number. The remainder of the Information is to be completed only when this endorsement is issued subsequent to the preparation of the policy THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. A. If we cancel the Policy prior to its expiration date by notice to you or the first Named Insured for any reason other than nonpayment of premium, we will endeavor, as set out below, to send written notice of cancellation, via such electronic or other form of notification as we determine, to the persons or organizations listed In the schedule that you or your representative provide or have provided to us (the "Schedule"). You or your representative must provide us with the physical andtor e-mail address of such persons or organizations, and we will utilize such e-mail address or physical address that you or your representative provided to us on such Schedule. B. The Schedule must be initially provided to us within 15 days after: I. The beginning of the Policy period, if this endorsement is effective as of such date; or it. This endorsement has been added to the Policy, if this endorsement is effective after the Policy period commences. C. The Schedule must be in an electronic format that is acceptable to us; and must be accurate. D. Our delivery of the notification as described in Paragraph A. of this endorsement will be based on the most recent Schedule in our records as of the date the notice of cancellation is mailed or delivered to the first Named Insured. E. We will endeavor to send or deliver such notice to the e-mail address or physical address corresponding to each person or organization Indicated in the Schedule at least 30 days prior to the cancellation date applicable to the Policy. F. The notice referenced in this endorsement is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a pending cancellation of coverage. We have no legal obligation of any kind to any such person(s) or organization(s). Our failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule shall impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy. G. We are not responsible for verifying any information provided to us in any Schedule, nor are we responsible for any incorrect information that you or your representative provide to us, if you or your representative does not provide us with a Schedule, we have no responsibility for taking any action under this endorsement. In addition, if neither you nor your representative provides us with e-mail and physical address information with respect to a particular person or organization, then we shall have no responsibility for taking action with regard to such person or entity under this endorsement. H. We may arrange with your representative to send such notice In the event of any such cancellation. I. You will cooperate with us in providing the Schedule, or in causing your representative to provide the Schedule. J. This endorsement does not apply in the event that you cancel the Policy. ALL-32667 (05/11) Page 1 of 2 All other terms and conditions of the Policy remain unchanged. ALL-32687 (05/11) Page 2 of 2 Page 1 of 2 Lw DATE (MM/DD/YYYY) A`"'R" CERTIFICATE OF LIABILITY INSURANCE 07/12/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer riahts to the certificate holder it i;-�u_af such endorsoment(s). - PRODUCER Willis Towers WatsAncue east, Inc. • c/o 26 Century BlvP.O. Box 305191 Nashville, TN 37 INSURED Pitney Bowes Inc. 3001 Summer Street Stamford, CT 06926 c e v e o CAVFRAnFS CFRTIFICATF NII'dRFR- W3429 A/C, No Ext : 1 E877-945"i378 A%C, No : 1-888-467-2378 E-M L • 'cates@wtwco.com AD SURER(S) AFFORDING COVERAGE NAIC # INSURERA: !T American Insurance Company 22667 ce & Industry Insurance Company 19410 INSURERC: Indemnity Insurance Company of North Ameri 43575 i n e w 'te s surance Company 20702 • • • INSURER E NIIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSUI1_.4CE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICYNUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS X COMMERCIAL GENERALLIABILRY EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE �X OCCUR DREMM AGE S( RENTED PREMISES Ea occurrence)$ 2,000,000 MED EXP (Any one person) $ 5,000 A Y' Y HDO G48899213 07/01/2024 07/01/2025 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY PRO- JECT ❑ LOC X PRODUCTS - COMP/OPAGG $ 4,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 3,000,000 X BODILY INJURY (Per person) $ ANY AUTO A OWNED SCHEDULED AUTOS ONLY AUTOS Y Y ISA H10823377 07/01/2024 07/01/2025 BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY L $ X UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 EXCESS LAB CLAIMS -MADE Y Y' BE 020407666 07/01/2024 07/01/2025 DED x RETENTION $ 25, 000 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? No (Mandatory in NH) N/A Y' WLR C55519122 07/01/2024 07/01/2025 X PER OTH- STATUTE ER E.L. EACH ACCIDENT 2,000,000 $ E.L. DISEASE - EA EMPLOYEE 2,000,000 $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 2,000,000 $ A Workers Compensation and y WLR C55519031 07/01/2024 07/01/2025 E.L. Each Accident $2,000,000 Employers' Liability E.L. Disease - EA t$2,000,000 Per Statute E.L. Disease-Pol L$2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) This Voids and Replaces Previously Issued Certificate Dated 07/08/2024 WITH ID: W34259891. SEE ATTACHED CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PRC % orz,N�F RAMougmumtDivisian AUTHORIZED REPRESENTATIVE z REVIEWED �ny&APPROVED BY. City of Santa Ana 20 Civic Center Plz n 6L -11% t 1u t`fLel e Santa Ana, CA 92702 `J� ® Risk Management Specialist © 1988-2016 ACORD ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 26164858 BATCH: 3537596 AGENCY CUSTOMER ID: LOC #: ACORO� AIIIIITI[1MA1 REMARKS Srl4l=nl II F AGENCY Willis Towers Watson Northeast, Inc. POLICY NUMBER See Page 1 CARRIER See Page 1 ADDITIONAL REMARKS NAMED INSURED Pitney Bowes Inc. 3001 Summer Street Stamford, CT 06926 NAIC CODE See Page 1 1 EFFECTIVE DATE: See Page 1 Paae 2 Of 2 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Agreement: A-2022-032; First Amendment to the Master Services Agreement. The City of Santa Ana, its officers, officials, employees, and volunteers are included as Additional Insureds as respects to General Liability, Auto Liability where required by written contract and Umbrella/Excess Liability. General Liability policy shall be Primary and Non-contributory with any other insurance in force for or which may be purchased by Additional Insureds where required by written contract. Waiver of Subrogation applies in favor of Additional Insureds with respects to General Liability, Auto Liability and Workers Compensation where required by written contract and as permitted by law. Waiver of Subrogation applies in favor of Additional Insureds with respects to Umbrella/Excess Liability. INSURER AFFORDING COVERAGE: ACE Fire Underwriters Insurance Company NAIC#: 20702 POLICY NUMBER: SCF C55519201 EFF DATE: 07/01/2024 EXP DATE: 07/01/2025 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Workers Compensation and E.L. Each Accident $2,000,000 Employers' Liability E.L. Disease - EA Emp $2,000,000 Per Statute E.L. Disease-Pol LMT $2,000,000 INSURER AFFORDING COVERAGE: Indemnity Insurance Company of North America NAIC#: 43575 POLICY NUMBER: SCF C55519298 EFF DATE: 07/01/2024 EXP DATE: 07/01/2025 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Workers Compensation and E.L. Each Accident $2,000,000 Employers' Liability E.L. Disease - EA Emp $2,000,000 Per Statute E.L. Disease-Pol LMT $2,000,000 F Risk MougmumtDMsian %x REVIEWED&APPROVED BY: — Risk Management Specialist ACORD 101 (2008/01) © 2008 ACORD I The ACORD name and logo are registered marks of ACORD SR ID:26164858 BATCH:3537596 CERT: W34290043 1 Endorsement Number: COMMERCIAL AUTO CA 20 01 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LESSOR - ADDITIONAL INSURED AND LOSS PAYEE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Pitney Bowes Inc. Endorsement Effective Date: SCHEDULE Insurance Company: ACE American Insurance Company Policy Number: ISA H10823377 Effective Date: 4 Expiration Date: 7/1/2025 Named Insured: Pitney Bowes Inc. Address: 3001 Summer Street Stamford CT 06926 Additional Insured (Lessor): Any Lessor whom you have agreed to include as an additional insured under a written contract, provided such contract was executed prior to the date of loss. Address: Designation Or Description Of "Leased Autos": Covera es Limit Of Insurance Covered Autos Liability $ 3,000,000 Each "Accident" Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus Comprehensive $ Deductible For Each Covered "Leased Auto" Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minu. Collision $ Deductible For Each Covei RA Mougmumt DMslcrn REVIEWED & APPROVED BY: CA 20 01 10 13 © Insurance Services Office, Inc., 2011 �r Risk Management Specialist Actual Cash Value Or Cost Of Repair, Whichever Is Less, Minus Specified Causes Of Loss $ Deductible For Each Covered "Leased Auto" Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Coverage 1. Any 'leased auto" designated or described in the Schedule will be considered a covered "auto" you own and not a covered "auto" you hire or borrow. 2. For a 'leased auto" designated or described in the Schedule, the Who Is An Insured provision under Covered Autos Liability Coverage is changed to include as an "insured" the lessor named in the Schedule. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: a. You; b. Any of your "employees" or agents; or c. Any person, except the lessor or any "employee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. 3. The coverages provided under this endorsement apply to any 'leased auto" described in the Schedule until the expiration date shown in the Schedule, or when the lessor or his or her agent takes possession of the 'leased auto", whichever occurs first. B. Loss Payable Clause 1. We will pay, as interest may appear, you and the lessor named in this endorsement for 'loss" to a "leased auto". 2. The insurance covers the interest of the lessor unless the "loss" results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor, we will obtain his or her rights against any other party. C. Cancellation 1. If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. D. The lessor is not liable for payment of your premiums. E. Additional Definition As used in this endorsement: "Leased auto" means an "auto" leased or rented to you, including any substitute, replacement or extra "auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. Page 2 of 2 © Insurance Services Office, Inc., 2011 oR,N F RAMougmumtDMsian REVIEWED & APPROVED BY. o � Risk Management Specialist NOTICE TO OTHERS ENDORSEMENT — SCHEDULE Named Insured Pitney Bowes Inc. Endorsement Number Policy Symbol Policy Number Policy Period Effective Date of Endorsement ISA IH10823377 7/1/2024 to 7/1/2025 7/1/2024 Issued By (Name of Insurance Company) ACE American Insurance Company Insert the polity number The remainder of the Information is to be completed only when this endorsement is issued subsequent to the preparation of the policy THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. A. if we cancel the Policy prior to its expiration date by notice to you or the first Named insured for any reason other than nonpayment of premium, we will endeavor, as set out below, to send written notice of cancellation, via such electronic or other form of notification as we determine, to the persons or organizations listed in the schedule that you or your representative provide or have provided to us (the "Schedule"). You or your representative must provide us with the physical and/or e-mail address of such persons or organizations, and we will utilize such e-mail address or physical address that you or your representative provided to us on such Schedule. B. The Schedule must be initially provided to us within 15 days after; 1. the beginning of the Policy period if this endorsement is effective as of such date; or ii. 1 his endorsement has been added to the Policy, if this endorsement is effective after the Policy period commences. C. The Schedule must be in an electronic format that is acceptable to us; and must be accurate. D. Our delivery of the notification as described in Paragraph A. of this endorsement will be based on the most recent Schedule in our records as of the date the notice of cancellation is mailed or delivered to the first Named Insured. E. We will endeavor to send or deliver such notice to the e-mail address or physical address corresponding to each person or organization indicated in the Schedule at least 30 days prior to the cancellation date applicable to the Policy. F. The notice referenced in this endorsement is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a pending cancellation of coverage. We have no lega' obligation of any kind to any such person(s) or organization(s). Our failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule shall impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy. G. We are not responsible for verifying any information provided to us in any Schedule, nor are we responsible for any incorrect information that you or your representative provide to us. If you or your representative does not provide us with a Schedule, we have no responsibility for taking any action under this endorsement. In addition, if neither you nor your representative provides us with e-mail and physical address information with respect to a particular person or organization, then we shall have no responsibility for taking action with regard to such person or entity under this endorsement. H. We may arrange with your representative to send such notice in the event of any such cancellation. I. You will cooperate with us in providing the Schedule, or in causing your representative to provide the Schedule. J. This endorsement does not apply in the event that you cancel the Policy. ALL-32687 (05/11) oR,N F RAManagmumtDMslan °K REVIEWED & APPROVED BY. o � °� A� Acetredc: Risk Management Specialist All other terms and conditions of the Policy remain unchanged. ALL-32687 (05/11) oR,N F RiskMougementDMslcrn REVIEWED & APPROVED BY. o, z Ag�z AaN44 Risk Management Specialist 2 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS Named Insured Pitney Bowes Inc. Endorsement Number 31 Policy Symbol I Policy Number Policy Period Effective Date of Endorsement ISA IH10823377 7/1 /2024 to 7/1 /2025 7/1 /2024 Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the Information is to be completed only when this endorsement is Issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This Endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIERS COVERAGE FORM AUTO DEALERS COVERAGE FORM We waive any right of recovery we may have against the person or organization shown in the Schedule below because of payments we make for injury or damage arising out of the use of a covered auto. The waiver applies only to the person or organization shown in the SCHEDULE. SCHEDULE The lessor and/or Property Management Company of Premises that are leased to an entity with which the Named Insured has a written contract to provide services on such premises Authorized Representative F %AManagmumtDivision DA-13115a (06114) REVIEWED & APPROVED BY. x °�,1«�fllit�,l'.` A.s.�:e{icevedo — Risk Management Specialist POLICY NUMBER: HDO G48899213 1 Endorsement Number: COMMERCIAL GENERAL LIABILITY CG20150704 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - VENDORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organizations Vendor Your Products Any Vendor whom you have agreed to include as an All of your products. additional insured under a written contract, provided such contract was executed prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) (referred to below as vendor) shown in the Schedule, but only with respect to "bodily injury" or "property damage" arising out of "your products" shown in the Schedule which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or orris; employees or anyone �rz=��E �k�tDMsion REVIEWED & APPROVED BY: However, this exclusic �x CG 20 15 07 04 © ISO Properties, Inc., 2004 ® Risk Management Specialist (1) The exceptions contained in Sub- paragraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. RiskMougementDMsian a ; REVIEWED & APPROVED BY. x A-j. e Aceve4 �1 Risk Management Specialist Page 2 of 2 ©ISO Properties, I nc., 2004 NOTICE TO OTHERS ENDORSEMENT — SCHEDULE Named Insured Pitney Bowes Inc I Endorsement Number Policy Symbol Policy Number Policy Period Effective Date of Endorseme HDO G48899213 7/1/2024 to 7/1/2025 17/1/2024 Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. A. if we cancel the Policy prior to its expiration date by notice to you or the first Famed insured for any reason other than nonpayment of premium, we will endeavor, as set out below, to send written notice of cancellation, via such electronic or other form of notification as we determine, to the persons or organizations listed in the schedule that you or your representative provide or have provided to us (the "Schedule"). You or your representative must provide us with the physical and/or e-mail address of such persons or organizations, and we will utilize such e-mail address or physical address that you or your representative provided to us on such Schedule B. - he Schedule must be initially provided to us within 15 days after: i. The beginning of the Policy period, if this endorsement i4. effective as of such date; or ii. This endorsement has been added to the Policy, if this endorsement is effective after the Policy period commences. C. The Schedule mu-,t be in an electronic format that is acceptable t,) us; and must be accurate D. Our delivery of the notification as described in Paragraph A. of this endorsement will be based on the most recent Schedule in our records as of the date the notice of cancellation is mailed or delivered to the first Named Insured. E. We will endeavor to send or deliver such notice to the e-mail address or physical address corresponding to each person or organization indicated in the Schedule at least 30 days prior to the cancellation date applicable to the Policy. F. The notice referenced in this endorsement is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a 'pending cancellation of coverage. We have no legal obligation of any kind to any such person(s' or organization(s). Our failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule shall impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy G. We are not responsible for verifying any information provided to us in any Schedule, nor are we responsible for any incorrect information that you or your representative provide to us. If you or your representative does not provide us with a Schedule, we have no responsibility for taking any action under this endorsement. In addition, if neither you nor your representative provides us with e-mail and physical address information with respect to a particu:ar person or organizati!.)n, then we shall have no responsibility for taking action with regard to such person or entity under this endorsement H. We may arrange with your representative to send such notice in the event of any such cancellation I. You will cooperate with us in providing the Schedule, or in causing your representative to provide the Schedule. J. This endorsement does not apply in the event that you cancel the Policy. ALL-32687 ?05/11 j oR,N F RAManagmumtDMsian °K REVIEWED & APPROVED BY. o � `� f� f�ceva�ca Risk Management Specialist AH other terms and conditions of the Policy remain unchanged. ALL-32687 (05/11) Authorized Representative F RAMougementDMsian %x REVIEWE<7&PaPPROVmBY: — Risk Management Specialist 1 POLICY NUMBER: HDO G48899213 Endorsement Number: COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART [•-1a114-1111111» Name Of Person Or Organization: Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 ©Insurance Services Office, Inc., 2008 Risk MougementDMsian '�REVIEWED & APPROVED BY: , R Aczve�CC ® Risk Management Specialist