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HomeMy WebLinkAboutFI18-013 - Original - Neopost USA, Inc. - Mail Machine Lease - 01/12/2018 NT Records Management KE W— oN Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: MailFinance, Inc. / Neopost Vendor Number: 442880 JD Edwards Number Contract Number: This is assigned by City Clerk's Office Project Name: Mail machine lease Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ; Contract ❑ Other: Contract Effective Date: Termination Date: 5/14/19, Contract Renewal Notice (Days): N/A N (C Number of days required notice for termination or renewal or amendment{ ( ` u Contract Manager: Patty Roseto Department: Finance C/S Contract Amount: 542,144.60 Approval Authority: (CIRCLE ONE) Department Director Mayor City Council Detail: (i.e. address, location, parcel number, tax id, etc.): As of: 08/27/14 Customer Purchase Order - Lease Organization City of Kept NASPONalue Point Contract#:ADSPO 16-169901 Address 220 41h AveS and/or r clry suite Zip Kam wA. 9e032-5638 State Participating Addendum (PA)#. WA 05516 Phone (253)856 5234 1 Fax Vendor Ship To i Company Name : Wall Finance,Inc i I f Organlzetlon f City of Kent Attention Oovernmenl Sales I Attended Patty Roselo 1 . ... _.. _. re .. -"cden ei 4yB Wheelers Ferrns Rd 1 Address 2204tn Ave !, city State Zip 1 MtlIti,M ( CT 08481 I N city State Zip Kent WA ' 900325838 Phone (866)44N pn45 1 Fax 1203 301-2600 yy Phonu 253 553-6234 Ernst 1 � t � pmsernLmcl kept wa us G P.O.Number P.O.Date Requisitioner Shipped Via F.O.B.Point I Term. Ground � destlnallon r Quarterly Invoicing ' 4 OTY l Unit 1 description Unit Price Total 60" Months Lease Payment 11 $70241 1 ,. $4214460 Lease payment specified above for products Iltsted below includes,ss applicable,reduced pFICP squinme it maintenance to reflect first year free,meter rental,meter reacts, postal rate changes,software Ilconsarsuppogiaubscription fees,deliver ,Installation.and opeedortrsin'mg Products aTY Product ID Description 1 IS56DWM PKG I3-5000/6000 Dyrglrnu;Weighing Module t 1 ISWP30 IS Series wlb.Weigh Plattonm 9 1I IS56STACKER .... 'Exiamidado is-'56owS000 Slacker .. _._ ... 9 _ ISELDPKG _ S�49015 001550015000 Somalia,Label dispenser vdStand t 11SSOc0APC IS-6000 216 LPM Base, PosiCard Version MMF 15'Control Panel,Keyboard,LAN Kit&Line Condlhon J 1 tICPP 15 Power Protector 15A1'np 1) Order la governed.,do,the terms and condition.of the NASPONalrePolnf Master Price Agreement Contract Number ADSP016 169901,Enter thl.order In accerdense with ins prices,terms,delivery method,and specifications listed above. 2) Payments will be tent to: D.,t finance lnc. PC Sox 1 PO aox X 753 2 Dallas T%]a]13 3693 Authcvlznd by Cate 3) Send all correspondence to; MadFlnancelrc. 478 Wdeelara Fears Rd print Name ypap Milford LT n9491 PARTICIPATING ADDENDUM NASPO ValuePolnt MAILROOM EQUIPMENT,SUPPLIES AND MAINTENANCE Administered by the State of Arizona (hereinafter"Lead State") MASTER AGREEMENT Master Agreement No:ADSP016-169901 Neopost USA Inc. (hereinafter"Contractor") and State of Washington (hereinafter"Participating State") Washington Master Contract No.: 05516 This Participating Addendum for the above referenced Master Agreement ("Participating Addendum") is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services,a Washington State governmental agency("Enterprise Services")and Neopost USA Inc., a Delaware Corporation ("Contractor")and is dated and effective as of January 1,2018. I. SCOPE: This Participating Addendum Mailroom Equipment, Supplies and Maintenance led by the State of Arizona for use by state agencies and other entities located in the Participating State authorized by that state's statutes to utilize state contracts with the prior approval of the State's chief procurement official. 2.. PARTICIPATION: Use of specific NASPO ValuePolnt cooperative contracts by agencies, political subdivisions and other entities(including cooperatives)authorized by an individual state's statutes to use state contracts are subject to the prior approval of the respective State chief procurement official Issues of interpretation and eligibility for participation are solely within the authority of the State chief procurement official. Pursuant to this Participating Addendum,the Master Agreement maybe utilized by the following("Purchasing Entities"): (a) WASHINGTON STATE AGENCIES. Washington state agencies, departments, offices, divisions, boards, and commission; and any the following institutions of higher education in Washington: state universities, regional universities, state college, community colleges, and technical colleges. (b) MCUA PARTIES. The Master Agreement also may be utilized by any of the following types of entities that have executed a Master Contract Usage Agreement (MCUA) with Enterprise Services: • Political subdivisions(e.g.,counties,cities,school districts, public utility districts); • Federal governmental agencies or entities; • Public-benefrt nonprofit corporations (i.e., §501(c) (3) nonprofit corporations that receive federal,state,or local funding); and PARTIOPAnNG ADDENDUM-NO.05516: MAILROOM EQUIPMENT,SUPPLIES AND MAINTENANCE Page 1 (9-7-2017) Federally-recognized Indian Tribes located in the State of Washington. 3. PARTICIPATING STATE MODIFICATIONS DR ADDITIONs mAMASTER AGREEMENT: 3.1.WASHINGTON'S ELECTRONIC BUSINESS SOLUTIONS (WEBS) SYSTEM: Within seven (7) days of execution of this Participating Addendum, Contractor shall register in the Washington State Department of Enterprise Services' Electronic Business Solutions (WEBS) System at https:/lfortress.wa,govles/websl ° contractor shall ensure that all of its information therein Is current and accurate and that, throughout the term of the Master Agreement, Contractor shall maintain an accurate profile in WEBS. 3.2° WASHINGTON'S STATEWIDE PAYEE DESK: To be paid for contractsales,Contractors must register with Washington's Statewide Payee Desk. Washington state agencies cannot make payments to a contractor until It Is registered. Registration materials are available here: Receiving Pay m°nt froze State. 3.3. CONTRACT SALES REPORTING. Contractor shall report total contract sales quarterly to Enterprise Services,as set forth below. (a) REPORTING. Contractor shall report quarterly Contract sales in Enterprise Services' Contract Sale,A_ReparkulA System. Enterprise Services will provide Contractor with a ''... login password and a vendor number. (b) DATA. Each sales report must identify every authorized Purchasing Entity by name as it is known to Enterprise Services and its total combined sales amount invoiced during the reporting period (i.e., sales of an entire agency or political subdivision, not its individual subsections). The "Miscellaneous" option may be used only with prior approval by Enterprise Services. Upon request, Contractor shall provide contact information for all authorized Purchasing Entities specified herein during the term of this Participating Addendum. Refer sales reporting questions to the Primary Contact set forth below. If there are no contract sales during the reporting period,Contractor must report zero sales. ic) DUE DATES FOR CONTRACT SALES REPORTING. Quarterly Contract Sales Reports must be submitted electronically by the following deadlines for all sales invoiced during the applicable calendar quarter: For Calendar Quarter Ending Contract Sales Report Due March 31 April 30 June 30 July 31 September 30 October 31 December 31 January 31 3.4. VENDOR MANAGEMENT FEE: Contractor shall pay to Enterprise Services a vendor management fee("VMF")of 1.5 percent on the purchase price for all contract sales(the purchase price is the total invoice price less applicable sales tax). (a) The sum owed by Contractor to Enterprise Services as a result of the VMF is calculated as follows: Amount owed to Enterprise Services=Total contract sales invoiced (not including sales tax)x.0150. PARn[IPATING ADDENDUM-No.05516: MAILROOM EQUIPMENT,SUPPLIES AND MAINTEw1NCE (9-7-2017) (b) The VMF must be rolled into Contractor's current pricing. The VMF must not be shown as a separate line Item on any invoice unless specifically requested and approved by Enterprise Services, (c) Enterprise Services will invoice Contractor quarterly based on contract sales reported by Contractor. Contractor shall not remit payment until it receives an invoice from Enterprise Services, Contractor's VMF payment to Enterprise Services must reference the following: . This Washington Master Contract No.: 05516 i . The NASPO Master Agreement No.: ADSP016-169901 A The year and quarter for which the VMF is being remitted,and Contractor's name as set forth in this Contract, if not already Included on the f face of the check. d (d) Contractor's failure accurately and timely to report total net sales, to submit usage I reports, or remit payment of the VMF to Enterprise Services, may be cause for suspension or termination ofthis Participating Addendum or the exercise of any other remedies as provided by law. (e) Enterprise Services reserves the right, upon thirty (30) days advance written notice, to increase,reduce,or eliminate the VMF for subsequent purchases. (f) For purposes of the VMF,the parties agree that the initial management fee is included in the pricing. Therefore, any increase or reduction of the management fee must be reflected in contract pricing commensurate with the adjustment. 3.5. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor makes each of the following representations and warranties as of the effective date of this Participating Addendum and at the time any order is placed pursuant to the Master Contract. If,at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing,of such breach. (a) WAGE VIOLATIONS. Contractor represents and warrants that, during the term of this Master Contract and the three (3) year period immediately preceding the award of the Master Contract,it is not determined,by a final and binding citation and notice of assessment Issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction,to be in willful violation of any provision of Washington state wage laws set forth in RCW chapters 49,46,49.48,or 49.52. (b) PAY EQUALM. Contractor represents and warrants that, as required by Washington state law (Laws of 2017, Chap. 1, § 147),during the term of the Master Contract for the time period of July 1, 2017 through June 30,2019,it agrees to equality among its workers by ensuring similarly employed individuals are compensated as equals. For purposes of this provision,employees are similarly employed if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility,and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed. Contractor may allow differentials in compensation for its workers based in good faith on any of the following: a seniority system; a merit system; a system that measures earnings by quantity or quality of production;a bona fide job-related factor or factors; PARTICIPATING ADDENDUM—NO 05516: MAILROOM EQUIPMENT,SUPPUES AND MAINTENANCE Page 3 (9-7-2C17) or a bona fide regional difference in compensation levels. A bona fide job-related factor or factors may Include,but not be limited to,education,training,or experience, that is: consistent with business necessity; not based on or derived from a gender based differential; and accounts for the entire differential. A bona fide regional difference in compensation level must be consistent with business necessity; not based on or derived from a gender-based differential; and account for the entire differential. Notwithstanding any provision to the contrary, upon breach of warranty and Contractor's failure to provide satisfactory evidence of compliance within thirty (30)days,Enterprise Services may suspend or terminate this Participating Addendum and Master Contract and any Purchaser hereunder similarly may suspend or terminate its use of the Master Contract and/or any agreement entered into pursuant to this Participating Addendum, 3.6. COMPLIANCE WITH LAW; TAXES, LICENSES, & REGISTRATION: Contractor shall comply with all applicable law. Contractor shall register to conduct business in the State of Washington and promptly acquire and maintain all necessary licenses and registrations and pay all applicable taxes and fees. In addition,for all sales to purchasers in the State of Washington,Contractor shall calculate, collect,and remit, as appropriate,the applicable state and local sales tax on all invoices. 4. MODIFICATIONSOR ADOITIONSTOTHE MASTER AGREEMENT These modifications or additions apply only to actions and relationships within the Participating Entity. The following changes are modifying or supplementing the Master Agreement terms and conditions. The following categories are not included in the agreement:mail furniture,consulting services, design work,commercial off the shelf software and any other software not required for functionality of Neopost Equipment,installation/assembly work unrelated to new equipment purchases or rental. The remaining products,services,and accessories listed on the Contractor page of the NASPO ValuePoint website are included. 4.1 SOFTWARE LICENSE TERMS AND CONDITIONS:shall be mutually agreed upon In writing by the purchasing entity's authorized individual and Neopost USA Inc. List of Software Licenses offered on the NASPO ValuePoint website. 4.2 POSTAGE METER:All purchasing entities requiring the use of a Postage Meterwill comply with all United States Postal Service regulations and meter terms and conditions applicable to the rental and use of postage meters supplied under this participating addendum as provided by the Contractor and available On the NASPO ValuePoint website. 4'ANI{rVn lwr Alml,i HlMl—Nu 0541h IVAI14+(X)M IG,UIPIdIIll,IM NJE9 ANDMANIIE � �<uurl page,4 I,, l 201 ) S. PRIMARY CONTACTS: The primary contact individuals for this Participating Addendum are as follows(or their named successors): jContractor Participating State Neopost USA Inc State of Washington 478 Wheelers Farms Road Department of Enterprise Services Milford,CT 06416 Contracts, Procurement and Risk Mgmt. P.O. Box 41411 Olympia,WA 98504-1411 Attn: Larry Waters Attn: Brearm Aggers Tel: (281)216-4596 Tel: (360)407-9416 Email P w7tar., n neal:0 tggnn Email B,r nnrq_Rl.�."-rsjigbcles.wa. oov 6. SURCONTRAcr!1Rs: All Contractor's Distributors authorized in the State of Washington,as shown on the dedicated Contractor NASPO ValuePoint website, are approved to provide sales and service support to participants in the NASPO ValuePoint Master Agreement. The Contractor's Distributor's participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement. 7. ORDERS: Unless the parties to the Order agree in writing that another contract or agreement applies to such order, any Order placed by a Participating Entity or Purchasing Entity for a Product and/or Service available from this Master Agreement shall be deemed to be a sale under(and governed by the prices and other terms and conditions of) the Master Agreement as conditioned by this Participating Addendum. All purchase orders issued by Purchasing Entities within the jurisdiction of this Participating Addendum shall include the Participating State/Entity's contract number:05516 and the Lead State price agreement number:ADSP016-169901,purchase order amount;and purchasers ',.... and contractors contact information(i.e., name,address,telephone number,email). S. GENERAL: (a) INTEGRATED AGREEMENT; MODIFICATION. This Participating Addendum and Master Agreement, together with its exhibits, set forth the entire agreement and understanding of the Parties with respect to the subject matter and supersedes all prior negotiations and representations. This Participating Addendum may not be modified except in writing signed by the Parties. Equipment lease agreement terms and conditions included in the Master Agreement have been approved for use by the Participating State. The termination or expiration of the Master Agreement or this PA shall in no way relieve any individual entity from its obligations to any product leases or postage meter rental agreements that were entered prior to the date of any such termination. (b) AUTHORITY. Each party to this Participating Addendum, and each individual signing on behalf of each party,hereby represents and warrants to the otherthat it has full power and authority to enter into this Participating Addendum and that its execution, delivery, and performance of this Participating Addendum has been fully authorized and approved, and that no further approvals or consents are required to bind such party. (c) ELECTRONIC SIGNATURES. A signed copy of this Participating Addendum or any other ancillary agreement transmitted by facsimile,email,or other means of electronic transmission shall be PARTICIPATING AOOENDUM—NQ 05516: MAILROOM EQUIPMENT,SUPPLIES AND MAINTENANCE Pages (9-7-7017) I deemed to have the same legal effect as delivery of an original executed copy of this Participating Addendum or such other ancillary agreement for all purposes. (d( COUNTERPARTS. This Participating Addendum may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same Instrument which may be sufficiently evidenced by one counterpart. Execution of this Participating Addendum at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Participating Addendum, 1 EXECUTED as of the date and year first above written. STATE OF WASHINGTON NEOPOST USA INC., DEPARTMENT OF ENTERPRISE SERVICES A DELAWARE CORry o ION By: GGF BY eheralManke Kirk Shankle Its: Its: Secretary I I PAanCIPAnNc AaoFwuuM -No05516: tOA11RC101OEa(IIPMENd ,SUPP LIE,NNrI MiC IM4EENANCF {I I11 7.7017) I Y III M1IIIA bi WIp IWA m,.wro NASPIO ValuePoint Contract ADSP016- 169901 Mailing Equipment, Supplies and Maintenance May 2017 NASPO ValuePoint Contract ADS PO16-169901 Mailing Equipment, Supplies and Maintenance Neopost USA Inc. is providing this synopsis of the NASPO ValuePoint contract ADSP016-169901 for Mailing Equipment, Supplies and Maintenance to support the review of the NASPO ValuePoint contract and the execution of Participating Addendums with Neopost. The full library of NASPO ValuePoint documents supporting the Neopost award can be accessed and reviewed at http://www.naspovaluepoint.com/ #/cu rrent-contracts/contractors/results/538 Table of Contents Award letter— Neopost Page 3 NASPO Terms from RFP Page 4 Government Lease Terms Page 95 Government Lease Rates Page 101 Government Purchase Terms Page 102 Maintenance Program Page 108 Government Meter Rental Terms Page 111 Douglas A. Ducey x Craig Brown Governor Director ARIZONA DEPARTMENT OF ADMINISTRATION STATE PROCUREMENT OFFICE 100 NORTH FIFTEENTH AVENUE •SUITE 201 PHOENIX,ARIZONA 85007 (602)542-5511 (main) (602)542-5508(fax) http Y/spo.az,gov Sent via e-mail to: government@neopost.com May 2, 2017 Re Award of Contract No. ADSP016-00006328 for Mailing Equipment, Supplies and Maintenance Dear Mr. Kevin O'Connor Thank you for submitting a response to Invitation to Bid No. ADSPO16-00006328. I am pleased to inform you that your company's offer has been selected for award. The initial contract term shall begin on May 15th, 2017, All offers received were evaluated in accordance with the evaluation criteria set forth in the solicitation document. The procurement file for this solicitation, including evaluation documents and resultant contracts, are now available for public viewing via the State's e-Procurement system, ProcureAZ. In accordance with Special Terms and Conditions, Section 7 Lead State (State of Arizona) Terms and Conditions of the contract and prior to beginning work under the contract, your company is required to submit a Certificate of Insurance to the State Procurement Office. The certificate of insurance shall indicate that your company is in compliance with insurance requirements contained in the contract. Please submit your certificate of insurance to me no later than June 151^ , 2017. You are cautioned not to begin any work under the contract until the Procurement Officer assigned to your contract has issued a written notice to proceed If you have any questions regarding your company's contract, please contact me at Christapher.Lacey(,Dazdoa.gov or 602.542.7165. Thank you for your response and for your continued interest in doing business with the State of Arizona. Sincerely, Christopher Lacey Statewide Procurement Manager The State of Arizona State Procurement Office In conjunction with NASPo ValuePoInt Request for Proposals Arizona Solicitation Number ACDSP016-000016328 NASPO ValuePoint Master Agreement for Mallroom Equipment, Supplies and Maintenance (Enter Solicitation Posting Date) I � f?.yge (Rev 0E3..05...1 5) Table of Contents RFP Administrative Information Section 1 General Information Section 2 Solicitation Requirements, Information and Instructions to Offerors Section 3 Statement of Work Section 4 NASPO ValuePoint Master Agreement Statement of Compliance Section 5 Price and Cost Proposal Section 6 NASPO ValuePoint Master Agreement Terms and Conditions Section 7 Lead State (State of Arizona) Terms & Conditions 7. 1 State of Arizona Special Terms and Conditions 7.2 State of Arizona Uniform Terms and Conditions Attachment A Capacity of Offerors Questionnaire Attachment B Key Personnel Form Attachment C Pricing Sheets C-1 Pricing Scenarios Attachment D Authorized Dealers Form Attachment E Offer and Acceptance Form Attachment F Designation of Confidential, Trade Secret & Proprietary Information Attachment G References Attachment H NASPO ValuePoint Detailed Sales Reporting Template Attachments I —Y Additional Participating States' Terms and Conditions 2 1 Page (Rev 06-05-15) RFP Administrative Information RFP Title: Mailing Equipment, Supplies and Maintenance RFP Project Description: The State of Arizona in conjunction with NASPO (See Section 1.1) ValuePoint, is seeking Contractor(s) to provide a multi- state, contract for the purchase of Mailing Equipment, Services, and Support. RFP Lead: Contract Lead: Christopher Lacey (See Section 1.2) Agency Name: Arizona State Procurement Office Agency Address: 100 N 1511Ave City, State, Zip: Phoenix, Arizona 85007 Contract Lead email: christooher.laceya azdoa.00v Contact Phone: 602-542-7600 Submit electronically via IPRO: Electronic Submission (See Section 2 4) htti?s:/Iproctire.a7.gov Pre-Proposal Conference; Doesn't Apply Pre-Proposal Conference Location: 100 N 15T"Ave (See Section 2.1) Suite 201 Phoenix, Arizona 85007 Deadline to Receive Questions: 10/18/2016 (See Section 2.2) Question &Answers: All questions, including those about Terms and See Section 2.2) Conditions, must be submitted through https://procure.az.gov. Questions must be submitted by the question deadline date RFP Closing Date: (See Section 1.3) See IPRO Header Document Initial Term of Contract and Renewals: The initial term of the Contract will be two (2) years with (Section 7.1, subsection b) the option, upon mutual written agreement, for any combination of full or partial year renewals up to 36 months. Upon mutual agreement, the contract may be extended or amended. TAKE NOTE OF THE 0.25% NASPO VALUEPOINT ADMINISTRATIVE FEE DETAILED IN PARAGRAPH 6 OF THE NASPO VALUEPOINT STANDARD TERMS AND CONDITIONS, WHICH MUST BE INCORPORATED INTO YOUR BASE PRICE. OTHER STATES, INCLUDING THE STATE OF ARIZONA, MAY NEGOTIATE ADDITIONAL ADMINISTRATIVE FEES IN THEIR PARTICIPATING AMENDMENTS FOLLOWING AWARD OF A MASTER AGREEMENT. REQUEST FOR PROPOSAL Mailing Equipment, Supplies and Maintenance Solicitation # ADSP016-00006328 Section 1 : NASPO ValuePoint Solicitation - General Information 1.1. Purpose The State of Arizona, State Procurement Office is requesting proposals for Mailroom Equipment, Supplies and Maintenance in furtherance of the NASPO ValuePoint Cooperative Purchasing Program. The purpose of this Request for Proposals (RFP) is to establish Master Agreements with qualified offerors to provide Mailing Equipment, Supplies and Maintenance, in all applicable volume ranges from ultra-low volume through production environment equipment, to include a wide scope of products to meet the mailing needs for all Participating States. The objective of this RFP is to obtain best value, and achieve more favorable pricing, than is obtainable by an individual state or local government entity because of the collective volume of potential purchases by numerous state and local government entities. The Master Agreement(s) resulting from this procurement may be used by state governments (including departments, agencies, institutions), institutions of higher education, political subdivisions (e.g., colleges, school districts, counties, cities, etc.), the District of Columbia, territories of the United States, and other eligible entities subject to approval of the individual state procurement director and compliance with local statutory and regulatory provisions. The initial term of the master agreement shall be two (2) years with renewal provisions as outlined in Section 6 of the NASPO ValuePoint Master Terms and conditions. It is anticipated that this RFP may result in Master Agreement awards to multiple contractors, in the Lead State's discretion. This RFP is designed to provide interested Offerors with sufficient information to submit proposals meeting minimum requirements, but is not intended to limit a proposal's content or exclude any relevant or essential data. Offerors are encouraged to expand upon the specifications to add service and value consistent with state requirements. This solicitation is a replacement for the expiring Master Agreement for the State of Arizona and NASPO ValuePoint. 1.2. Lead State, Solicitation Number and Lead State Contract Administrator The State of Arizona, State Procurement Office is the Lead State and issuing office for this document and all subsequent Amendments relating to it. This solicitation (RFP) is a competitive process, in accordance with the Arizona Procurement Code available at https://spo.az.gov/. The Arizona Procurement Code is a compilation in one place of 4 1 Page (Rev 06-05-15) Arizona Revised Statues (ARS) 41-2501 et seq. and administrative rules and regulations A.A.C. R2-7-1010 et seq. The solicitation # ADSPO16-00006328 must be referred to on all proposals, correspondence, and documentation relating to this RFP. The Lead State Contract Administrator identified below is the single point of contact during this procurement process. Offerors and interested persons shall direct to the Lead State Contract Administrator all questions concerning the procurement process, technical requirements of this RFP, contractual requirements, requests for brand approval, changes, clarifications, and protests, the award process, and any other questions that may arise related to this solicitation and the resulting Master Agreement. The Lead State Contract Administrator designated by the State of Arizona, State Procurement Office is: Christopher Lacey, State Wide Procurement Manager State of Arizona, State Procurement Office 100 N. 15thAvenue Phoenix, Arizona 85007 christopher.lacey@azdoa.gov 602-542-7165 phone/602-542-551 1 fax 1.3 Schedule of Events Anticipated Solicitation Release: Week of Sept 19th 2016 Anticipated Pre-Proposal Conference: Does Not Apply Anticipated Question Deadline: 11/8/2016 Anticipated Closing Date and Time: 11/15/2016 Anticipated Award Date: 1/11/2017 All times are Mountain Standard time unless indicated otherwise. 1.4. Definitions The following definitions apply to this solicitation. Section 6 also contains definitions of terms used in this solicitation and the NASPO ValuePoint Master Agreement terms and conditions. Lead State means the State conducting this cooperative procurement, evaluation, and award. Offeror means the company or firm who submits a proposal in response to this Request for Proposal. Proposer has the same meaning as Offeror Proposal means the official written response submitted by an Offeror in response to this Request for Proposal. "Request for Proposals" or "RFP" means the entire solicitation document, including all parts, sections, exhibits, attachments, and Amendments. 5 1 Page (Rev 06-05-15) 1.5. NASPO ValuePoint Background Information NASPO ValuePoint (formerly known as WSCA-NASPO) is a cooperative purchasing program of all 50 states, the District of Columbia and the territories of the United States. The Program is facilitated by the NASPO Cooperative Purchasing Organization LLC, a nonprofit subsidiary of the National Association of State Procurement Officials(NASPO), doing business as NASPO ValuePoint. NASPO is a non-profit association dedicated to strengthening the procurement community through education, research, and communication. It is made up of the directors of the central purchasing offices in each of the 50 states, the District of Columbia and the territories of the United States. NASPO ValuePoint facilitates administration of the cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. For more information consult the following websites www.naspovalueooint.org and www.n�aspo.org,. 1.6. Participating States In addition to the Lead State conducting this solicitation, the following Participating States have requested to be named in this RFP as potential users of the resulting Master Agreement: (Enter States with Signed Intent to Participate Document). Other entities may become Participating Entities after award of the Master Agreement. Some States may have included special or unique terms and conditions for their state that will govern their state Participating Addendum. These terms and conditions are being provided as a courtesy to proposers to indicate which additional terms and conditions may be incorporated into the state Participating Addendum after award of the Master Agreement. The Lead State will not address questions or concerns or negotiate other States' terms and conditions. The Participating States shall negotiate these terms and conditions directly with the supplier. State-specific terms and conditions are included in Attachments I-Y. 1.7. Anticipated Usage Attachment "Mailing Equipment Estimated Usage" contains anticipated usage from additional states who have indicated an interest in participating. No minimum or maximum level of sales volume is guaranteed or implied. 6 1 Page (Rev 06-05-15) Section 2: Solicitation Requirements, Information and Instructions to Offerors 2.1. Pre-Offer Conference A Pre-Offer Conference will be held at the time and place indicated in the solicitation's "Pre-Bid Conference" field as found within the State of Arizona's e- procurement system ProcureAZ (htt s: f rocure.az, ov); attendance is not required. The purpose of this conference will be to clarify the contents of the solicitation in order to prevent any misunderstanding of the State of Arizona's position. Any doubt as to the requirements of the solicitation or any apparent omission or discrepancy should be presented to the State of Arizona at the conference. The State of Arizona will then determine the appropriate action necessary, if any, and issue a written amendment to the solicitation if required. Oral statements or instructions will not constitute an amendment to the solicitation. Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, or this document in an alternative format, by contacting the State of Arizona's Procurement Office listed on page 3. Requests should be made as early as possible to allow sufficient time to arrange for accommodation. 2.2. Inquiries 2.2.1 Solicitation Contact Person. Any inquiry related to this Solicitation, including any requests for inquiries regarding standards referenced in the Solicitation, shall be directed solely to the State of Arizona's Procurement Officer. 2.2.2 Submission of Inquiries. All inquiries to the State of Arizona's Procurement Officer related to the Solicitation are required to be submitted in the State of Arizona's E-Procurement System, ProcureAZ (https://procure.az.gov). All interested Proposers shall utilize the Q&A functionality provided through ProcureAZ (https://procure.az.gov). All responses to inquiries will be answered in the State's eProcurement system. Any inquiry related to the Solicitation should reference the appropriate solicitation page and paragraph number. 2.2.3 Duty to Examine. It is the responsibility of each Offeror to examine the entire Solicitation, seek clarification in writing (inquiries), and examine its Offer for accuracy before submitting an Offer. Lack of care in preparing an Offer shall not be grounds for modifying or withdrawing the Offer after the Offer due date and time. 2.2.4 Timeliness. Any inquiry or exception to the Solicitation shall be submitted as soon as possible and should be submitted at least seven days before the offer due date and time for review and determination by the State of Arizona. Failure to do so may result in the inquiry not being considered for a solicitation amendment. 2.2,5 No Right to Rely on Verbal or Electronic Mail Responses. An Offeror shall not rely on verbal or electronic mail responses to inquiries. A verbal or electronic mail reply to an inquiry does not constitute a modification of the solicitation. 7 1 Page (Rev 06-05-'15) 2.3. Preparation of Proposals 2.3.1 Electronic Documents. This solicitation document is provided in an electronic format. Any unidentified alteration or modification to any solicitation documents, to any attachments, exhibits, forms, charts or illustrations contained herein shall be null and void. In those instances, where modifications are identified, the original document published by the State of Arizona shall take precedence. Offerors are responsible for clearly identifying any and all changes or modifications to any solicitations document upon submission to the State of Arizona. 2.3.2 Attachment Formats. All attachments shall be submitted in a format acceptable to the State. Acceptable formats include .doc (Microsoft Word document), .xIs (Microsoft Excel spreadsheet), and .pdf (Adobe Acrobat portable document format). Prospective offerors that wish to submit attachments in other formats shall submit an inquiry to the Procurement Officer. 2.3.3 Confidential, Protected or Proprietary Information. All information identified in the "Confidential" section shall be subject to review by the Lead State in accordance with the procedures prescribed by the Lead State's open records statute, freedom of information act, or similar law. 2321 If a person believes that any portion of a proposal, bid, offer, specification, protest or correspondence contains a trade secret or other proprietary information that should be withheld, the Offeror shall clearly designate the trade secret and other proprietary information, using the term "Confidential" and, the State of Arizona's Procurement Officer shall be so advised in writing. An Offeror shall provide a statement detailing the reasons why the information should not be disclosed including the specific harm or prejudice that may arise upon disclosure. Such material shall be identified as "Confidential" wherever it appears. Until a written determination is made, the State of Arizona's Procurement Officer shall not disclose information designated as "Confidential" except to those individuals deemed to have a legitimate State interest. In the event the State of Arizona's Procurement Officer denies the request for confidentiality, the Offeror may appeal the determination to the State of Arizona's Procurement Administrator within the time specified in the written determination. The State of Arizona, pursuant to A.C.R.R. R2-7-104, shall review all requests for confidentiality and provide a written determination. If the confidential request is denied, such information shall be disclosed as public information, unless the person, utilizes the `Protest' provision as noted in §41-2616. Contract terms and conditions, pricing, and information generally available to the public are not considered confidential information. 2332 All Confidential, Protected or Proprietary information must be included in one section of your response. Do not incorporate 8 Page (Rev 06-05-15) Confidential, Protected or Proprietary information throughout the Proposal. 2.3.3.2.1 In the event that a limited amount of "Confidential, Protected or Proprietary' information is deemed necessary by the Offeror to respond to solicitation, any such information must be included in a separate section of the Offeror's proposal response which is clearly marked as "Confidential". In addition, provide a reference in the proposal response directing reader to the specific area of this protected information section. 2.3.3.2.2 Offerors should be aware that marking any portion of an Offer as "Confidential", may exclude the Offer from evaluation or consideration for award. 2.3.3.2.3 Elements of the proposal that define the contractual requirements, such as approaches to the statement of work, prices, and schedule, may not be marked as "Confidential". Proposals not complying with these instructions for identification and segregation of confidential and proprietary information may be rejected. 2.3.3.2.4 Information included in the "Confidential" section of an Offeror's proposal is not automatically accepted and protected. 2.3.4 Exeeotions to Terms and. Conditions. All exceptions included with the Offer shall be submitted in the State of Arizona's eProcurement system in a clearly identified separate section of the Offer in which the Offeror clearly identifies the specific paragraphs of the Solicitation where the exceptions occur. Any exceptions not included in such a section shall be without force and effect in any resulting Contract unless such exception is specifically accepted by the State of Arizona's Procurement Officer in a written statement. An Offeror shall provide a statement detailing a justification for each exception item request. The Offeror's preprinted or standard terms will not be considered by the State of Arizona as part of any resulting Contract. All exceptions that are contained in the Offer may negatively impact an Offeror's susceptibility for award. An Offer that takes exception to any material requirement of the solicitation may be rejected. 9 Page (F�e:v 063.05 15) 2.3.5 Evidence of Intent to be Bound. The Offer and Acceptance form within the Solicitation shall be submitted with the Offer in the State of Arizona's eProcurement system and shall include a signature by a person authorized to sign the Offer. The signature shall signify the Offeror's intent to be bound by the Offer and the terms of the Solicitation and that the information provided is true, accurate and complete. The Offer and Acceptance Form shall be submitted electronically with the submitted Offer no later than the Offer due date and time. Failure to return an Offer and Acceptance Form may result in rejection of the offer. 2.3.6 Subcontractors. Offerors shall clearly list any proposed subcontractors. Include with their list of proposed subcontractors: • Subcontractor's contact information, • Subcontractor's certifications and or licenses required for the performance of the Contract; and, • Subcontractor's proposed responsibilities under the Offeror's proposal. 2.3 7 Cost of Offer Preparation. The State of Arizona will not reimburse any Offeror the cost of responding to a Solicitation. 2.3.8 Federal Excise Tax. The State of Arizona is exempt from certain Federal Excise Tax on manufactured goods. Exemption Certificates will be provided by the State. 2.3.9 Identification of Taxes in Offer. The State of Arizona is subject to all applicable state and local transaction privilege taxes. If the products and/or services specified require transaction privilege or use taxes or other applicable taxes, they shall be described and itemized separately on the Offer. Arizona transaction privilege tax shall not be considered for evaluation. 2.3.10 Disclosure. If the person submitting this Offer has been debarred, suspended or otherwise lawfully precluded from participating in any public procurement activity, including being disapproved as a subcontractor with any federal, state or local government, or if any such preclusion from participation from any public procurement activity is currently pending, the Offeror shall fully explain the circumstances relating to the preclusion or proposed preclusion in the Offer. The Offer shall set forth the name and address of the governmental unit, the effective date of the suspension or debarment, the duration of the suspension or debarment, and the relevant circumstances relating to the suspension of debarment. If suspension or debarment is currently pending, a detailed description of all relevant circumstances including the details enumerated above shall be provided. 10 Page (Rev 06-05-15) 2.3.11 Unit Price Prevails. In the case of discrepancy between the unit price or rate and the extension of that unit price or rate, the unit price or rate shall govern. 2.3,12 Contract Payment Terms. Offerors must indicate the prompt payment terms that they will offer to the State (for example: 2/10 Net 30; 2/15 Net 30, etc.)At a minimum, offeror's payment terms shall comply with the requirements of A.R.S. Titles 35 and 41, Net 30days. 2.3.13 Prompt Payment Discount. Prompt payment discounts of thirty (30) days or more set forth in an Offer shall be deducted from the Offer for the purpose of evaluating that price. 2.3.14 Delivery. Unless stated otherwise in the Solicitation, all prices shall be F.O.B. Destination and shall include all freight, delivery and unloading at the destination(s). 2.3.15 Federal Immigration and NationalitV Act. By signing of the Offer, the Offeror warrants that both it and all proposed subcontractors are in compliance with federal immigration laws and regulation (FINA) relating to the immigration status of their employees. The State of Arizona may, at its sole discretion require evidence of compliance during the evaluation process. Should the State of Arizona request evidence of compliance, the Offeror shall have five days from receipt of the request to supply adequate information. Failure to comply with this instruction or failure to supply requested information within the timeframe specified shall result in the Offer not being considered for contract award. 2.3.16 Offshore Performance of Work Prohibited. Any services that are described in the specifications or scope of work that directly serve the State of Arizona or its clients and involve access to secure or sensitive date or personal client data shall be performed within the defined territories of the United States. Unless specifically stated otherwise in the specifications, this paragraph does not apply to indirect or 'overhead' services, redundant back-up services or services that are incidental to the performance of the contract. This provision applies to work performed by subcontractors at all tiers. Offerors shall declare all anticipated offshore services in the Offer. 2.4. Submission of Offer 2.4.1 Offer Submission Due Date and Time. Offers in response to this solicitation shall be submitted within the State's e- Procurement system, ProcureAZ (https://procure.az.gov). Offers shall be received before the date/time listed in the solicitation's 'Bid Opening Date' field. Offers submitted outside of ProcureAZ, or those that are received on or after the date/time stated in the 'Bid Opening Date' field, shall be rejected. Questions about the submission date and/or time shall be directed to the 11 1 P eye (Rev 06-05-155) State of Arizona's Procurement Officer or to the ProcureAZ Help Desk (procure@azdoa.gov or 602.542.7600). 2.4,2 Offer Amendment or Withdrawal. An Offer may not be amended or withdrawn after the offer due date and time except as otherwise provided under applicable law. 2.4.3 Electronic Submission of Offer. 24.3.1 The successful submission of your offer in ProcureAZ is critical in order for it to be completely/properly received and evaluated. Prior review of the guides available via https://procure,az.gov and on https://spo.az.gov/ "Vendor Resources" tab can be of assistance in understanding the electronic submission process. 24.32 The Lead State (State of Arizona) accepts no responsibility for a prospective Offeror not receiving solicitation documents and/or revisions to the solicitation. It is the responsibility of the prospective Offeror to monitor their emails for such notices and to monitor ProcureAZ (https://procure.az.gov) to obtain RFP addenda or other information relating to the RFP. 2.4.4 Non-collusion, Emplovment, and Services. By signing the Offer and Acceptance form or other official contract form, the Offeror certifies that: 24.4.1 The Offeror did not engage in collusion or other anti- competitive practices in connection with the preparation or submission of its Offer; and, 24.42 The Offeror does not discriminate against any employee or applicant for employment or person to whom if provides services because of race, color, religion, sex, national origin, or disability, and that it complies with applicable federal,state and local laws and executive orders regarding employment. 2.4.5 Waiver and Rejection Rights: Notwithstanding any other provision of the Solicitation, the State reserves the right to: 24.5.1 Waive any minor informality; 24.52 Reject any and all Offers or portions thereof; or, 24.5.3 Cancel the Solicitation. If the Lead State (State of Arizona) determines such action to be in the collective best interests of Participating States, this solicitation may be canceled at any time, up until the time of award of the MasterAgreement(s). 2.4.6 A responsive, responsible Offeror shall submit thefollowino: 12 Page (Rev 06-05-15) 24.6.1 Offer and Acceptance. Offers shall include a signed Offer and Acceptance form. The Offer and Acceptance form shall be signed with a signature by the person authorized to sign the Offer, and shall be submitted in the State of Arizona's eProcurement system with the Offer no later than the Solicitation due date and time. Failure to return an Offer and Acceptance form may result in rejection of the Offer. 24.62 Acknowledgement of Solicitation Amendments. Offeror shall acknowledge Solicitation Amendments electronically in ProcureAZ (https://procure.az.gov) no later than the Offer due date and time. Failure to acknowledge all/any Solicitation Amendment may result in rejection of the Offer. 2.4,6.2.1 Alternately to the electronic acknowledgement in ProcureAZ, the Offeror can attach a counter-signed copy of each Amendment in ProcureAZ as part of their Offer. 24.6.3 Offer Forms: Offerors shall include the following Offer Forms, completed accurately, in the format provided and according to the instructions. Failure to follow Offer Form instructions may result in rejection of Offer. 2.4.6.3.1 Attachment A — Capacity of Offerors Questionnaire - Submit a response addressing each item in Attachment A — Capacity of Offeror — The narrative response to this questionnaire shall be uploaded as an attachment in ProcureAZ. 2.4.6.3.2 Attachment B — Key Personnel Form. Complete and submit the Key Personnel form in accordance with the instructions. 2.4.6.3.3 Attachment C & C-1 - Pricing and Pricing Scenario Workbooks Attachments are located under the Attachments Tab within ProcureAZ. and must be submitted 24.6.3.3.1 Attachment C — Pricing Excel Workbook (attached in the Attachments Tab with Procure.Az.gov). Complete and submit the Pricing Workbook in accordance with the instructions 13 0 P icy(-,., (fro v OR, 01. 15) highlighted on the Pricing Worksheets. 24.6.3.32 Attachment C1 — Pricing Scenarios Sheet (attached in the Attachments Tab with Procure.Az.gov). Complete and submit the Pricing Scenario Workbook in accordance with the instructions highlighted on the Pricing Scenario Worksheets. 2.4.6.3.4 Attachment D — Authorized Dealers Form - Must be completed and submitted in ProcureAZ. 2.4.6.3.5 Attachment E - Offer and Acceptance Form Must be completed, signed/dated and submitted in ProcureAZ. 2.4.6.3.6 Attachment F - Designation of Confidential, Trade Secret& Proprietary Information. Must be completed, signed/dated and submitted in ProcureAZ. 2.4.6.3.7 Attachment G — References Must be completed (all references must be verifiable), signed/dated and submitted in ProcureAZ. 2.5. References and Experience The Offeror agrees that by submitting an Offer, the State of Arizona or its designated agent may contact any entities listed in the Offer or any entities known to have a previous business relationship with the Offeror for the purpose of obtaining references relative to past performance and verifying experience or other information submitted with the Offer. In addition, by submitting an Offer, the Offeror is agreeing to give permission to the entity to provide information and the Offeror will take whatever action is necessary to facilitate, encourage or authorized the release of information, if necessary, the Offeror shall sign a release to obtain information. 2.6 Responsibility In accordance with A.R.S. §41-2534(G), A.A.C. R2-7-312 and R2-7-C316, the State of Arizona shall consider, at a minimum, the following in determining Offeror's responsibility, as well, as the Offeror's responsiveness and acceptability for contract award. 14 1 Pane (Rev 06-05-15) 2.6.1 Whether the Offeror has had a contract within the last five (5) years that was terminated for cause due to breach or similar failure to comply with the terms of the contract, 2.6.2 Whether the Offeror's record of performance includes factual evidence of failure to satisfy the terms of the Offeror's agreements with any party to a contract. Factual evidence may consist of documented vendor performance reports, customer complaints and/or negative references; 2.6.3 Whether the Offeror is legally qualified to contract with the State of Arizona and the Offeror's financial, business, personnel, or other resources, including subcontractors, 2.6.3.1 Legally qualified includes if the vendor or if key personnel have been debarred, suspended or otherwise lawfully prohibited from participating in any public procurement activity, including but not limited to, being disapproved as a subcontractor of any public procurement unit or other governmental body. 2.6.4 Whetherthe Offeror promptly supplied all requested information concerning its responsibility; 2.6.5 Whether the Offer was sufficient to permit evaluation by the State of Arizona, in accordance with the evaluation criteria identified in this Solicitation or other necessary offer components. Necessary offer components include: attachments, documents or forms to be submitted with the offer, an indication of the intent to be bound, reasonable or acceptable approach to perform the Scope of Work, signed Solicitation Amendments, references to include experience verification, adequacy of financial/business/personal or other resources to include a performance bond and stability including subcontractors and any other data specifically requested in the Solicitation; 2.6.6 Whether the Offer was in conformance with the requirements contained in the Scope of Work, Terms and Conditions, and Instructions for the Solicitation and its Amendments, including the documents incorporated by reference; 2.6.7 Whether the Offer limits the rights of the State; 2.6.8 Whether the Offer includes or is subject to unreasonable conditions, to include conditions upon the State of Arizona or necessary for successful Contract performance. The State of Arizona shall be the sole determiner as to the reasonableness of a condition; 15 ( 4 a�J (1)6 05 "15) 2.6.9 Whether the Offer materially changes the contents set forth in the Solicitation, which includes the Scope of Work, Terms and Conditions, or Instructions; and, 2.6.10 Whether the Offeror provides misleading or inaccurate information. 2.7. Responsiveness and Acceptability Proposals that do not contain information sufficient to evaluate the proposal in accordance with the factors identified in the solicitation or other necessary proposal components may not be considered responsive and/or acceptable. Necessary components include an indication of the Offeror's intent to be bound, price proposal, solicitation amendments, bond and reference data as required. Proposal Content, The Offeror shall make a firm commitment to provide services as required and proposed. The material contained in the Offer shall be relevant to the service requirements stated in the solicitation. It is to be submitted in a sequence that reflects the scope of work section of this document. It is to include information relevant to the designated evaluation criteria. Failure to include the requested information may have a negative impact on the evaluation of the Offeror's proposal. 2.8. Opening Proposals received by the correct time and date will be opened and the name of each Offeror will be publicly available through the State of Arizona's eProcurement system (https://procure.az.gov). Proposals will not be available on the eProcurement system until after contract award. 2.9. Offer Acceptance Period Responses to this RFP, including proposed costs, will be considered firm for one hundred and eighty (180) days after the proposal due date and time. 2.10. Clarifications Upon receipt and opening of proposals submitted in response to this solicitation, the State may request oral or written clarifications, including demonstrations or questions and answers, for the sole purpose of information gathering or for eliminating minor informalities or correcting nonjudgmental mistakes in proposals. Clarifications shall not otherwise afford Offerors the opportunity to alter or change their proposal. 2.11 Oral Presentations The State of Arizona may request oral presentations. If requested, the Offeror shall be available for oral presentations with no more than ten (10) business days' advance notice. Participants in the oral presentations should include the Offeror's 16 1 Page (Rev 06-05-15) key persons. Such oral presentations shall not otherwise afford an Offeror the opportunity to alter or change its Offer. 2.12. Evaluation In accordance with the Arizona Procurement code A.R.S. § 41-2534, awards shall be made to the responsible Offeror(s) whose proposal is determined in writing to be the most advantageous to the State based upon the evaluation criteria listed below. The evaluation factors are listed in their relative order of importance: 1. Capacity of Offeror, Key Personnel 2. Cost 3. Exceptions to the Terms and Conditions Exceptions to the Terms and Conditions, may impact an Offeror(s susceptibility for award. Confidential or Proprietary Information 2.13 Discussions In accordance with A.R.S. §41-2534, after the initial receipt of proposals, the State may conduct discussions with those Offerors who submit proposals determined by the State to be reasonably susceptible of being selected for award. 2.14. Best and Final Offer (BAFO) If discussions are conducted, the State of Arizona shall issue a written requestfor Best and Final Offers (BAFO's). The request shall set forth the date, time and place for the submission of BAFO's. BAFO's shall be requested only once; unless, the State of Arizona makes a determination that it is advantageous to conduct further discussions. 2.15 Contract Award Award of a contract will be made to the most responsive and responsible Offeror(s) whose proposal is determined to be the most advantageous to the State of Arizona based on the evaluation criteria set forth in the solicitation. 2.15.1 Number of Types of Awards, 2.15.1.1 The Lead State (State of Arizona) reserves the right to make a single award, multiple awards or to award a Contract by individual line items or alternatives, by group of line items or alternatives, or to make an aggregate award, or regional awards, whichever the Lead State (State of Arizona) determines is most advantageous to the collective best interest of the Participating States. 2.15.1.2 Each State reserves the right to enter into a single Participating Addendum (PA) or enter into multiple PAs, whichever is most advantageous to the Participating State. 2.15.2 Contract Inception. An Offer does not constitute a Contract nor does it confer any rights on the Offeror to the award of a Contract. A Contract is not created until the Offer is accepted in writing by the State of Arizona's Procurement Officer's signature on the Offer and Acceptance form. A notice of award or of the intent to award shall not constitute acceptance of the Offer. 2.16 Public Record All Proposals submitted in response to this Request for Proposal shall become the property of the State of Arizona and shall become a matter of Public Record available for review and must be retained by the State of Arizona for six years. Offers shall be open and available to public inspection through the State of Arizona's eProcurement system after Contract award, except for such Offers deemed to be confidential by the State of Arizona. 2.17 Protests A protest shall comply with and be resolved according to Arizona Revised Statutes Title 41, Chapter 23, Article 9 and rules adopted there under. Protests shall be in writing and be filed with both the State of Arizona's Procurement Officer of the purchasing agency and with the State of Arizona's Procurement Administrator. A protest of a Solicitation shall be received by the State of Arizona's Procurement Officer before the Offer due date. A protest of a proposed award or of an award shall be filed within ten (10) days after the protester knows or should have known the basis of the protest. A protest shall include: 2.17.1 The name, address and telephone number of the protester; 2.17.2 The signature of the protester or its representative; 2.17.3 Identification of the purchasing agency and the Solicitation or Contract number; 2.17.4 A detailed statement of the legal and factual grounds of the protest including copies of relevant documents; and, 2,17.5 The form of relief requested. 18 Page (Rev 06-05-15) Section 3: Scope of Work Contractor shall provide equipment, services, and support to meet the mailing needs of the customer per the limitations of their award. The applicable product range will include software license and subscriptions, ultra-low volume equipment through equipment used in mailing production environments, including postage meter rental, accessories, supplies, and maintenance. All equipment and services offered must meet the approval of the USPSO if applicable. 3.1. Products and Services Categories by Geographic Area While the primary purpose of this solicitation is to select a manufacturer(s) who can provide the equipment, supplies and service for all potential Participating Entities, a Contractor is permitted to respond for more limited geographical areas, however not less than a single Participating State. Contractor must clearly describe the geographical limits (e.g. by state name) if proposing a geographical area less than that of all potential Participating States (see Attachment A Offer Response Form Capacity of Offeror Questionnaire). However, if a Contractor elects to submit a proposal for a limited geographical area the Contractor must be willing to service the entire state(s) within that geographical area. The Contractor may request to add additional states to the contract at a later date following the award if mutually agreed upon by the Contractor and the Master Agreement Contract Administrator. Any award received does not guarantee any State will sign a Participating Addendum with the Contractor and additional states. 3.2 Products 3.2.1 Contractor(s) shall provide equipment and support to meet the mailing needs of the customer per the extent of their award. The applicable product range will include mailroom-related software license and subscriptions, ultra-low volume equipment and all other mail room equipment including mailing production environment equipment and accessories. The equipment, support, accessories and options as contained in specific product manufacturer's established catalog/price lists are placed into groups specified within this solicitation. All equipment, and support offered must meet the approval of the USPSO if applicable. Any awarded contractor(s) shall also include information on all environmental features of each item, including but not limited to: energy efficiency modes and their operation, double sided copying operations and double sided default programming, the extent to which any supplies and other packaging may qualify for recycling, re-manufacturing, and will provide the environmental and economic benefits of these features. 3.2,1.1. Printers — The only printers allowed for purchase through this solicitation are special printers sole use for which is tied to mail room equipment. If a regular printer (e.g. an HP Printer) is able to be utilized in the same fashion, and function as the printer available 19 i',�cje C)r ( ' 'Ic>1 from the Contractor, then the printer from the Contractor is not allowed. Allowable printers may be purchased with a mail room equipment system or as a product replacement from a purchase from this or a previous Master Agreement. 3.2.1.2, Computers - The only computers allowed for purchase through this solicitation are those computers dedicated to mail room equipment and operations. 32.1.3 Furniture - Furniture is being awarded within each category as well as being classified as an independent category. The furniture that is applicable to the independent furniture category is furniture that is specific to mail rooms but not specific to the mail equipment category. E.g. Case work or mobile mail cart etc. The furniture section within each category is relevant to furniture that would be considered agreeable with the mailroom equipment with which they are compatible. 32.1.4 Accessories — All accessories, including tablets and scanners, shall be relevant to the functioning of a mail room. If there is any concern over a specific item being included in this category, said items will be submitted to the Contract Administrator for a decision. The Contract Administrator's decision is the final determination as to whether an item is included in the Scope of any Master Agreement. 32.1.5 Trade In/Buy Back - Contractor shall provide a Trade in /Buy Back program to help ensure Participating Entity has the best options to meet their needs. This program is required; however, it is at the sole option of the Participating Entity to utilize this program. Please provide the details of your Trade In/Buy Back program in your response. 32.1.6 All equipment identified as EnergyStar compliant shall be delivered and installed with the Energy Star or similar power management features enabled. 3.3. Remanufactured Equipment 3.3.1 A Contractor may offer Remanufactured or Refurbished Equipment that is certified by the Manufacturer. All Remanufactured or Refurbished Equipment will be clearly labeled as Remanufactured equipment. Pricing will be based on a quote and on an Individual Case Basis (ICB). All quotes will also provide the fixed annual maintenance rate for years 2-5. Remanufactured equipment shall come with a 1 year all-inclusive as new-warranty and the Offeror shall be able to provide maintenance for years 2-5 that includes all service, labor, software maintenance, and parts. If for any reason a Contractor is not able to provide maintenance (including parts), the Contractor(s) will provide, entirely at their expense, a replacement 20 Page (Rev 06-05-15) piece of equipment and/or software. Any replacement items shall have the equal or greater performance and functionality along with the maintenance for the equipment for the duration of the original five (5) year maintenance period (including maintenance on the replacement equipment) at no additional charge. All other requirements of the Master Agreement continue to apply. 3.3.2 Shipping is to be FOB destination, inside to the contiguous 48 states, Washington DC and point of exportation for Alaska, Hawaii, Puerto Rico, and territories for shipments outside the 48 contiguous states. The point of exportation location must be agreed to, in writing, by the vendor and the Participating Entity. At that point, shipping terms, charges and conditions should be negotiated with the end-user. These Participating Entities must be notified in advance of any possible shipping charges and mutually agreed to in writing before any purchase or lease is allowed. The Contractor(s) shall furnish equipment within twenty (20) business days after receipt of order, or a delivery time mutually agreed upon, in writing, between the Participating Entity and the Contractor. The Contractor shall notify the Participating Entity in advance of delivery of equipment so that the Participating Entitycan make necessary arrangements. Delivery of start-up supplies shall be made upon or before delivery of equipment. Delivery shall be made in accordance with instructions (time and quantities ordered) from the Participating Entity as detailed on the Purchase Order. All deliveries shall be accompanied with a Bill of Lading containing the Purchase Order number, the items ordered, the Master Agreement numbers, (both the Master Agreement number and the Participating Entities number) pricing and any special instructions. If there is a discrepancy between the Purchase Order and what is listed on the Master Agreement, it is the Contractor's obligation to seek clarification from the Participating Entity. All deliveries and installation work shall be performed during regular working hours, defined as 7:00 A.M. to 6:00 P.M. Monday through Friday. Changes may be granted with written approval of the Participating Entity. Any delivery required to be performed outside regular working hours or on Saturdays, Sundays or legal holidays, as may be reasonably required consistent with contractual obligations, and if agreeable to both the Contractor and the Participating Entity, shall be agreed to in writing by both parties. The Contractor shall be responsible for the delivery of equipment in first class condition at the point of assembly, and in accordance with good commercial practices. The Contractor shall also be responsible for the removing of all debris associated with the purchase from the premises. 21 ( P ige (Rev 06-()5-15) Packing for shipment shall be provided to adequately protect the product and ensure safe shipment. Shipping cases shall be marked to indicate the name of the Contractor/Manufacturer's name and address of receiving Participating Entity, Purchase Order number, and Contract number (both the Master Agreement number and the Participating Entities number). Participating Entities are authorized to order and the Contractor is authorized to ship only those items approved and awarded under the Master Agreement. If any items other than those awarded in the applicable Master Agreement and not eliminated in the PA negotiation process have been ordered and delivered, the Participating Entity shall take any steps necessary to have the items returned to the Contractor. Contractor shall issue full credit upon return of item(s). Violation may result in administrative actions including, but not be limited to termination of the Participating Addendum or the Master Agreement. 3.4 Training & Support Services 3.4.1 Upon delivery and installation of specified equipment, the Contractor shall provide training to personnel designated by the Participating Entity. Operational Training must be provided to the designated personnel until the personnel are able to operate the equipment independently. The amount of training is determined by the complexity of the equipment purchased, rented or leased by the Participating Entity. Installed product and system training shall be included in the price. Contractor shall provide additional training at the Participating Entity's request throughout the life of the equipment. All training will be performed on the Participating Entity's sites, via remote or electronic delivery. Site required training will be at no additional charge if the equipment is either under warranty or an active maintenance plan. Upon the mutual agreement of both parties, additional training outside of initial installation will be at the participating entity's expense. Contractor will be responsible for the cost of all travel, lodging and food; no charges will be passed on to the Participating Entity. The Contractor must agree to maintain a toll-free technical support telephone line. The telephone line shall be accessible to Participating Entity personnel who need to obtain competent technical assistance regarding the installation or operation of the Contractors equipment. The toll-free support line shall be available during regular working hours, defined as 7:00 A.M. to 6:00 P.M. local time Monday through Friday. 22 Page (Rev 06-05-15) 3.5 Instruction Manuals 3.5.1 Instruction manuals shall be included at no cost for each piece of equipment that is purchased or rented. The instruction manual shall contain, but not be limited to: • Glossary • A section defining the capabilities of the equipment (specifications) • A general section describing the technical operation of the equipment • A section describing the installation and use criteria of the equipment • A section on the primary points of contacts for sales, training and maintenance/service • All manuals and instruction shall be in the English language 3.6 Technology Advancements New equipment and technologies will be considered for the possible implementation as long as they are in consonance with USPS rules and guidelines. 3.7 Software purchases or subscriptions Software acquired under this Master Agreement shall be specific to the needs of mail operations. Purchase order shall reference a manufacturer's most recent release or version of the product unless the Participating Entity specifically requests in writing a different version. As a minimum, software licenses shall provide license rights as prescribed in section 20 of the NASPO ValuePoint Master Agreement Terms and Conditions in Section 6 of this RFP. Rights in software other than as proposed shall be negotiated and agreed to by the Participating Entity as defined in the PA. 3.7.1 In addition to the services directly associated with the receipt of product under this Scope, the Contractor(s) will provide services related to the selection, purchase and management of distributed software, these services include, but are not limited to: 3.7.1.1 Assemble, Production Equipment Only 3.7.1.2 Software Installation/Integration 3.7.1.3 Design, Production Equipment only 3.7.1.4 Maintenance, Annual and Time and Material 3.7.1.5 Legacy Maintenance 3.7.1.E Lease/Rental/Purchase Options 3.8. Equipment Performance 3.8.1 Equipment at each individual location shall maintain, at all times a 95% or better uptime. Downtime shall be computed from the time the 23 1 Page (Rev 06-05-15) Contractor representative is notified of equipment failure until the equipment is fully operational. Equipment that does not meet the performance standard of 95% for a two (2) consecutive month period or for three (3) months in a rolling twelve (12) month period shall be replaced by the Contractor with equal or better equipment. It is understood and accepted that equipment failure may not be attributed to the use of recycled paper and/or recycled/re manufactured supplies, as long as those products meet the specifications set by the USPS. 3.8.2 Replacement of Unsatisfactory Equipment. The Contractor shall grant a credit for any equipment which fails to perform at the effectiveness level defined in section 3.8.1 The credit shall be equivalent to the percentage of down time experienced within that month. The Contractor may elect to replace an individual component or section that is defective in Production Equipment. The Participating Entity shall notify the Contractor in writing if the repair does not resolve the issue. This written notification will act as a cure letter allowing fifteen (15) days to have resolution plan in place. During the warranty period, unsatisfactory equipment performance will require an even exchange of equipment of equal or greater performance at no additional cost. After the warranty period, the credit value shall be the amount paid at the time of purchase. If equipment or software is not functional after 60 days of delivery, the Purchasing Entity may return for full refund or cancel any rental or lease agreement with no fees or charges of any kind. 3.9. Maintenance on Purchased Equipment 3.9.1 This Master Agreement recognizes two (2) categories of maintenance, Preventive maintenance and Repair Service which is covered by the Service Level Agreement. The Contractor must have the resources, distribution capabilities, inventory of parts, consumable supplies, and staff to meet the requirements of the Master Agreement. Contractor or Contractor's Authorized Dealers/Partners shall maintain replacement parts to ensure minimum downtime. Pricing shall include all maintenance including, but not limited to, all parts, labor and time, and preventative maintenance services at the levels specified for each piece of equipment. The Contractor must offer a full service maintenance contract for all equipment placed. However, the Participating Entity shall have the option of not entering into a maintenance/service contract on purchased equipment, but choose to utilize the Time and Materials option. On-site service shall be available on an immediate 24 Page (Rev 06-05-15) need service call basis. Preventive scheduled maintenance is based on the equipment requirements by the Manufacturer. These shall include, cleaning, lubrication, parts replacement and necessary adjustments. Maintenance on any equipment purchased under the Master Agreement must be available for five years. Contractor /Authorized Dealer shall provide and maintain a toll- free number, an email address and a fax number for Maintenance and Repair Service. 3.9.2 If a Contractor is called due to non-performance of a system, and the Contractor arrives and determines that the issue is with an excluded item and not their product, they will notify the Purchasing Entity. If the equipment is under a maintenance agreement or in the initial one-year warranty time frame, there will be no cost to the Purchasing Entity for the diagnostic call. If the equipment is not under warranty or a maintenance plan the Contractor may charge their hourly contracted rate. 3.10 Service Level Agreements 3.10.1 All Service Level Agreements shall meet the following requirements: 3.10.1.1 Two (2) hour response time (acknowledgement) to all written or oral notices of a service requirement due to an equipment stoppage or malfunction. 3.10,1.2 A factory trained service technician, shall be on site before close business or within 4 hours at the start of the next business day. 3.10.1.3 Any Purchasing Entities that require a 24hr/7 days per week maintenance agreement will be negotiated during the PA process. 3.10.1.4 All parts that require maintenance by a service technician are to be included and considered part of the service repair plan. Failed/defective parts shall be replaced at no additional charge to the Participating Entity. 3.10.1.5 Consumable supplies shall be billed separately. 3.10.1.6 If the equipment includes licensed software, the Contractor shall provide software support. 3.10.1.7 Contractor shall maintain a service log for each piece of equipment at each location. Service log shall be available for Participating entity to review. 3.10.1.8 The Contractor shall supply loaner equipment at equal or greater functionality, at no additional charge, for any inoperable equipment exceeding three (3) business days from time of diagnosis. The Contractor may offer, in lieu of loaner equipment, to provide 25 P,agr ,, (Rev 06-0",-15) production or alternative services during the period of 26 1 Page (Rev 06-05-15) repair. This shall be mutually agreed upon in writing beforehand. 3.11 Legacy Maintenance 3.11.1 The Contractor shall provide maintenance on legacy devices already sold to a Participating Entity. Pricing will be provided on an Individual Case Basis (ICB), through a quote process. 3.11.2 The Contractor must have the resources, distribution capabilities, inventory of parts, consumable supplies and staff to meet the requirements of any Master Agreement. Legacy maintenance pricing shall include but not limited to all parts, labor and time at the levels specified for each piece of equipment that has previously been purchased from the Manufacturer. The Participating Entity shall have the option of not entering into a maintenance/service contract on purchased equipment, but choose to utilize the Time and Materials option. On-site service is to be available on both an immediate need service call basis, and as needed for preventive maintenance. Preventive maintenance shall be based on the needs of the individual equipment as determined by the manufacturer. This shall include cleaning, lubrication, necessary adjustments, and replacement of unserviceable parts. Maintenance shall be available for equipment that is up to 10 years old from date of purchase. 3.12 Design and Software Consulting Services Design layout services must be provided at no cost by the Contractor, with the exception of production environment equipment and software consulting services. The total number of hours/days required for services must be agreed to in writing before any design services or software consulting services are initiated. The Contractor shall only charge for actuals costs incurred. 3.13 Installation/Integration 3.13.1 All equipment prices shall include installation, with the exception of integrating software solutions and Production Equipment. Contractor may charge the contracted rate for integrating software and Production equipment installation. The total number of hours/days needed shall be agreed to, in writing, before any Installation or, Integration services may be initiated. The Contractor shall charge only for actual costs incurred. 3.13.2 If a Contractor needs to utilize special Rigging (e.g. a crane) where the Participating Entity does not have an elevator accessible for moving the equipment, they may charge the hourly Installation /Integration rate. However, all "rigging" charges shall be mutually agreed to, in writing, before work begins. 271 Page (F'ev 06-05-15 3.13.3 Contractor shall affix a label or a decal to the equipment at the time of installation showing warranty period by dates, and the name, address, and telephone number of the Contractor responsible for warranty service of the equipment. 3.13.4 The Contractor and the participating entity shall, prior to purchase, review the installation location to ensure the proposed location meets the manufacturer's installation criteria. If special installation is required, the Contractor and Participating Entity shall agree in writing, to the total cost of the installation based on the hourly/daily rates provided within the Master Agreement. Should the proposed installation location not meet established installation criteria, the Contractor and the Participating Entity may attempt to locate an alternate mutually agreeable location for the equipment. 3.14 Software Maintenance. Maintenance shall be available for all software licenses purchased. Software maintenance shall include all software updates, patches and new releases/versions and shall be available to all Participating Entities. It is the Contractor's responsibility to communicate all updates, patches, and new releases/versions to all end users. No additional fee shall be charged for installation of the upgrades. The Contractor shall be responsible for Postage Scale software licensing. 3.15 Equipment Leasing. Participating Entities may enter into lease agreements for the products covered in the Master Agreement. Responders who wish to participate in lease agreements with these individual states/entities must submit copies of all of their lease agreements with their response to this RFP. The lease agreements will not be reviewed or evaluated as part of the RFP evaluation process. The agreements will simply be made available to any state or entity who wishes to negotiate a lease agreement with a Contractor. Any additional Terms and Conditions submitted that are specifically for Equipment Leasing will not become part of the Master Agreement, but the negotiated Lease T&C's will be made part of the PA. 3.16 Equipment Rental. Individual Participating States and Participating Entities may enter in to rental agreements for the products covered in the Master Agreements resulting from the RFP, if they have the legal authority to enter into these types of agreements. Responders who wish to participate in rental agreements with these individual states/entities must submit copies of all of their pertinent rental agreements with their responses to this RFP. No additional Terms and Conditions shall apply to any rental agreements. The rental agreements will not be reviewed or evaluated as part of the evaluation process. The agreements will simply be made available to any state or entity who wishes to negotiate a rental agreement with a Contractor. Any additional Terms and Conditions submitted that are specifically for Equipment Rental will not become part of the Master Agreement, but the 28 1 Page (Rev 06-05-15) negotiated Rental T&C's will be made part of the PA. 3.17 Develop and Maintain Website. For each Participating Entity, the Contractor shall develop and support a website specific to that Participating Entity, with content approved by the Contract Administrator and/or State Procurement Officer as appropriate. This web site information shall be available through the Internet without the use of additional software or licenses. Website should be user friendly to allow for quick and easy access and use. Contractor should provide web- based training regarding use of website at no additional cost, and online, email, or telephone help should be available to assist during the Participating Entity's standard working hours. Website must be available 24 x 7, except for scheduled maintenance and be ADA compliant. No costs or expenses associated with providing this information shall be charged to the Participating Entity. Universal Resource Locator (URL) for the website must be supplied to the Participating Entity and the Master Agreement Contract Administrator within 60 days of the execution of a PA. The website shall include Master Agreement information, product information/catalog, and other pertinent information as may be reasonably requested by Participating Entity. 3.17.1 Contract and General Information. The website will provide Master Agreement information to include, at a minimum: the contract number(s) (Master Agreement and PA); the Contractor's contact names and titles, including primary contact and contacts to whom incidents should be escalated; areas of responsibility for each contact name as well as their phone numbers and email addresses; Complete information for all Authorized Dealers/Partner for the geographical area of the Purchasing Entity to include contact names and titles, phone numbers, email addresses and a copy of the escalation plan for the Purchasing Entity; information on use of website; quote and ordering information; and any relevant notifications concerning the equipment, supplies and support available under any Master Agreement. 3.17.2 Online Catalog. The website shall provide Master Agreement and ordering information to include, at a minimum: product names, product numbers, product MSRP pricing, and product descriptions (photos optional or links to access product literature optional), and the contracted discount rate applicable to the product. Non- authorized products or groups of products shall either not be viewable on the Website or shall be clearly marked as excluded products. Regardless of the number and types of links to the Contractor's electronic catalog, the Contractor shall ensure that all eligible agencies purchasing from one PA are able to access one, and only one, version of the product catalog. 3.17.3 Product Searching Capability. At a minimum, the online catalog should be searchable by product name, product number, and description. 3.18 Customer Service and Representation 3.18.1 Dedicated Representation and Timely Response. Contractor shall provide a dedicated representative for each Participating Entity.The Contractor shall submit a list of all Authorized Dealers/Partners by State. The list shall include the name of the dealer, the contact name, title, phone number, physical address, and email address. The Participating Entity shall have sole discretion as to which of the Authorized Dealers/Partner they choose to utilize. The Representative will provide an individual for quote assistance, equipment, services and support recommendations, track and report on equipment lease/rental renewal deadlines, and serve as a contact point for the Participating Entity. Contractor and Authorized Dealers must commit to returning phone calls or responding to emails within two business days. 3.18.2 Problem Escalation. Contractor must provide an incident escalation path for each Participating Entity, providing on that Participating Entity's website, the name, contact information, and role of individuals to whom problems should be escalated if the problems are not resolved by primary contact with both the Contractor and Authorize Dealer/Partner. 3.18.3 Contract Reviews. The Contractor shall attend an annual meeting with Master Agreement Contract Administrator and sourcing team to review usage and discuss any issues that are occurring, if requested. The Contractor shall meet more often if the Master Agreement Contract Administrator deems necessary. The Contractor shall conduct a customer satisfaction survey and detailed issues encountered during the previous six-month term. The Contractor shall be prepared to discuss overall effectiveness of contract, total sales, potential cost savings opportunities when could be passed through to the Participating Entities. In a renewal year, the annual review will take place prior to contract extensions. It is the Contractors responsibility to schedule meetings. The Contractor Administrator shall schedule the meeting with the Contactor. 3.19 Price Quote, General Pricing shall be submitted in the Master Agreement as a discount off of MSRP list price, with the following exceptions: Maintenance shall be priced based on a Time and Material basis (hourly rate), Design (For Production Equipment only), Installation (Production Equipment only), and Software Consulting Services shall be provided on an hourly/daily rate basis. Individual PA's may use the Master Agreement pricing as a base and may negotiate an adjusted rate. Any negotiated PA rates, exclusive of taxes or any individual state's administrative fee, shall not exceed the MPA rates. As requested by Purchasing Entity, for example on a high volume single order, Contractor may negotiate to reduce cost for the Participating Entity. Firm individual order quotes shall be provided to Purchasing Entity prior to order submittal. All quotes for purchase, rental or lease shall 30 1 Page (Rev 66-05-15) contain enough detail to easily validate pricing contained within the Master Agreement. 3.19.1 Telephone or Email Quote Support. Contractor/Authorized Dealer shall accept requests for quotes by telephone, fax, and email. Contractor/Authorized Dealer shall provide and maintain a toll-free number for Purchasing Entity to use. Contractor shall provide an email address for receipt of requests for price quotes. The Contractor must provide written quotes by fax, email or online as requested by the Participating Entity. 3.19.2 Timely Quotes. Contractor/Authorized Dealer agrees to provide quotes in a timely fashion. Expected response should be within 24 hours but no more than three business days after receiving all of the pertinent information. 3.19.3 Guaranteed 90 Day Quote. Contractor is required to honor all quotes for 90 calendar days. 3.19.4 Sales Promotion. The Contractor may conduct sales promotions involving specific products for specified time periods. The promotion should include: the product, the promotional price as compared to the original price and the start and end dates of the sales promotion. The contractor shall maintain a record of all sales promotions and make it available upon request. 3.19.5 Extra-contractual Products and Services Prohibited. Products and services not awarded in this contract are prohibited from being offered. 3.20 Line Item Specifications aostage Meter Rental (to include Legacy Postage Meters) « Digital postage meter must have display that provides date, piece-count, postage used, and postage unused. • Must be refillable by phone and/or electronically that may be placed on a master account or paid by P-Card. • Must imprint postage from $0.01 to $99.99. • No administrative fees for postage meter refills. • Rental renewal available annually. • No automatic renewals shall be allowed on this contract. • No penalties for early rental termination. Mailing Systems. Ultra,Low Yolume Digital or IBI (Information Based Indicia) Operation to conform with all USPSO requirements. 31 ::,age. (Rev 06-05 15) • Manual Feed. • Must meter, date envelopes. • Handles mail envelopes from 3'/" x 5" to 12" x 15°. • Interfaces with postage scales. • Must include locking key or security feature. • Must imprint postage from $0.01 to $99.99. • Must have replaceable ink cartridge. • Must have wet or dry tape system for oversize packages. Mailing EguiQment, Mailing Systems, Low Volume • Digital or IBI (Information Based Indicia) Operation to conform with all USPS® requirements. • Minimum feed speed of 30 pieces/minute. • Must meter, date, and seal envelopes. • Handles standard mail envelopes from 31/2' x 5" to 12" x 15°. • Interfaces with postage scales. • Must include locking key or security feature. • Must imprint postage from $0.01 to $99.99. • Must have replaceable ink cartridge. • Must have wet or dry tape system for oversize packages. Mailing Egulrament. Mailing_Systems. Medium Volume • Digital or IBI (Information Based Indicia) Operation to conform with USPS® requirements. • Minimum feed speed of 45 pieces/minute. • Must meter, date, and seal envelopes. • Handles letter mail and large envelopes up to 3/8" thick and 7-1/2"wide. • Interfaces with postage scales up to 100 lbs. • Includes tape dispenser for parcel. • Must imprint postage from $0.01 to $99.99. • Must include locking key or security feature. • Must have replaceable ink cartridge. • To include water reservoir with water level indicator. • Must have sealed and non-sealed modes. Mailing Systems. High Volume • Digital or IBI (Information Based Indicia) Operation to conform with USPS& requirements. • Minimum feed speed of 200 pieces/minute. • Must meter, date, and seal envelopes. • Handles letter mail and large envelopes from 3"x 5" to 13" x 13". • Interfaces with postage scales up to 100lbs. • Includes Tape Dispenser for parcel. • Must imprint postage from $0.01 to $99.99. 32 Page (Rev 06-05-15) • Must include locking key or security feature. • Must have replaceable ink cartridge. • To include water reservoir with water level indicator. • Must have sealed and non-sealed modes. Mailing • Digital or IBI Operation to conform with USPS® requirements. • Minimum feed speed of 300+ pieces/minute. • Must meter, date, and seal envelopes. • Handles letter mail and large envelopes from Yx 5" to 13" x 13°. • Interfaces with postage scales up to 100 lbs. • Includes Tape Dispenser for parcel. • Must imprint postage from $0.01 to $99.99. • Must include locking key or security feature. • Must have replaceable ink cartridge. • To include water reservoir with water level indicator. • Must have sealed and non-sealed modes. Integrated Postal Scales • Capable of Interfacing with Postage Meter. • Includes variety of rates including: Standard, First Class, Priority Mail, Certified Mail, Return Receipt Registered, C.O.D., Insured, Registered, Bulk Rates, etc. • Includes keyboard graphics, operator prompts and menu selections. • Special Carrier Rates. • Capable of weighing to a 32nd of an oz., displaying in increments of 0.5 oz. • Must electronically set postage meter by the touch of one button. • Must include postal rate changes at no additional cost throughout the lease or maintenance contract. Letter Openers. Low Volume • Includes Feeder and Stacker, Variable Trim Control. • Processing speed up to 10,000 pieces per hour Minimum. • Self-Sharpening trim blade adjusts to allow for narrow or wide cut. • Includes Tray that collects 80 #10 opened envelopes and trimmings Letter Openers. Hiah Volume • Includes Feeder and Stacker, Variable Trim Control. • Processing speed over 20,000 pieces per hour Minimum. • Self-Sharpening trim blade adjusts to allow for narrow or wide cut. • Includes Tray that collects 150 opened envelopes and trimmings. 321 Page (Rev 06-05-15) Letter Folders, Low Volume • Automatic. • Folds up to 10,000 sheets per hour minimum. • Completes Standard or Custom folds. • • Handles at a minimum paper from 3-1/8" x 4" x 9-1/2" x 14". Letter Folders, High Volume • Automatic. • Folds more than 20,000 sheets per hour minimum. • Completes Standard or Custom folds. • Handles at a minimum paper from 3-1/8" x 4" x 12" x 18".. • Able to process Multiple Folds. ln, • Processes up to 5,500 sheets per hour minimum. • Feeds, collates, folds, and, inserts material into envelopes. • Jobs can be pre-programmed. Fo.1del2lnserters. Low, volume • Automatic. • Completes Standard or Custom folds. • Handles paper from 3-1/8" x 4" x 9-1/2" x 14". • Processes up to 1,500 sheets per hour minimum. • Feeds, collates, folds, and, inserts material into envelopes. • Jobs can be pre-programmed. Folders/Inserters. Medium Volume • Automatic. • Completes Standard or Custom folds. • Handles paper from 3-1/8" x 4" x 9-1/2" x 14°. • Processes up from 1501 —4,999 sheets per hour minimum. • Feeds, collates, folds, and, inserts material into envelopes. • Jobs can be pre-programmed. Folders/inserters. High Volume • Automatic. • Completes Standard or Custom folds. • Handles paper from 3-1/8" x 4" x 9-1/2" x 14". • Processes up to 5,000 — 9,999 sheets per hour minimum. • Feeds, collates, folds, and, inserts material into envelopes. • Jobs can be pre-programmed. Folders/Inserters. Production • Automatic. 33 1 Page (Rev 06-05-15) • Completes Standard or Custom folds. • Handles paper from 3-1/8" x 4" x 9-1/2" x 14". • Processes over 10,000 sheets per hour minimum. • Feeds, collates, folds, and, inserts material into envelopes. • Jobs can be pre-programmed. Envelope Mail Labeler. Low Volume • Label Speed: up to 5,000 # 10 envelopes per hour. • Applies permanent (peel off) labels ranging in size from 1" to 4" high and maximum backing strip of 6". • Adjustable label positioning from side-to-side and top-to-bottom of document. • Motor driven take-up reel for label backing and control for adjusting for different types of labels and backing. • Includes digital counter. Envelope Mail Labeler, Medium Volume « Label Speed: up to 10,000 # 10 envelopes per hour. • Applies permanent (peel off) labels ranging in size from 1" to 4" high and maximum backing strip of 6°. • Adjustable label positioning from side-to-side and top-to-bottom of document. Motor driven take-up reel for label backing and control for adjusting for different types of labels and backing. • Includes digital counter. • Label Speed: up to 15,000 # 10 envelopes per hour. • Applies permanent (peel off) labels ranging in size from 1" to 4" high and maximum backing strip of 6". • Adjustable label positioning from side-to-side and top-to-bottom of document. • Motor driven take-up reel for label backing and control for adjusting for different types of labels and backing, • Includes digital counter. Envelope Mail Labeler. Production • Label Speed: up to 25,000 # 10 envelopes per hour. • Applies permanent (peel off) labels ranging in size from 1" to 4" high and maximum backing strip of 6". • Adjustable label positioning from side-to-side and top-to-bottom of document. • Motor driven take-up reel for label backing and control for adjusting for different types of labels and backing. • Includes digital counter. Envelope A,ddressina System. Ink Jet, Low Volume • Label Speed: up to 2,500 # 10 envelopes per hour. • Applies address information directly to envelopes. 34 Pa( o (Rev 06-05-1 5) • Adjustable printing positioning from side-to-side and top-to-bottom of document. • Adjustable print resolution. • Scalable fonts. • Interface with Windows based software. • Includes digital counter. govgll2ge AddLq§1jI3g aysl2m, Ink Jet, Medium Volume • Label Speed: up to 5,000 # 10 envelopes per hour. • Applies address information directly to envelopes. • Adjustable printing positioning from side-to-side and top-to-bottom of document. • Adjustable print resolution. • Interface with Windows based software. • Includes digital counter. Envelope Addressing System. Ink .het.. High Volume • Label Speed: up to 24,999 # 10 envelopes per hour. • Applies address information directly to envelopes. • Adjustable printing positioning from side-to-side and top-to-bottom of document. • Adjustable print resolution. • Multiple print heads. • Movable print heads. • Print USPS Bar Codes. • Scalable fonts. • Interface with Windows based software. • Includes digital counter. Envelope Addressing System, Ink Jet. Production • Label Speed: over 25,000# 10 envelopes per hour. • Applies address information directly to envelopes. • Adjustable printing positioning from side-to-side and top-to-bottom of document. • Adjustable print resolution. • Multiple print heads. • Movable print heads. • Scalable fonts. • Print USPS Bar Codes. • Interface with Windows based software. • Includes digital counter. Tabbers. Lowy Volume • Complies with all USPS® regulations. • Single-tab speeds up to 15,000/Hr. 35 Page (Rev 06-05-15) • Multiple tabbing options (paper, clear translucent with or without perforation etc.). • Easy Programming and Set up. • Automatic size adjusting (accepts various tab sizes). • Accepts various types and sizes of media. Tabbers, Mgdium Votume • Complies with all USPSO regulations. • Single-tab speeds from 15,001 - 22,000/Hr. • Multiple tabbing options (paper, clear translucent with or without perforation etc.). • Easy Programming and Set up. • Automatic size adjusting (accepts various tab sizes). • Accepts various types and sizes of media. Tabbers. Hiah Volume • Complies with all USPSO regulations. • Single-tab speeds greater than 22,001/Hr. —50,000/Hr. • Multiple tabbing options (paper, clear translucent with or without perforation etc.). • Easy Programming and Set up. • Accepts various types and sizes of media. Tabbers. Production • Complies with all USPSO regulations. • Single-tab speeds greater than 50,000/Hr. • Multiple tabbing options (paper, clear translucent with or without perforation etc.). • Easy Programming and Set up. • Accepts various types and sizes of media. Check • Minimum monthly volume of 25,000, • Utilize both cut sheet and continuous style documents. • Able to provide a variety of options with regards to signatures, date stamps, seals and logos on various locations on the document. • Counters that can be reset and non-reset for audit purposes. • Offers both tri-color and ultraviolet ink roll options. Pressure Seallna. Production • Creates a single piece mailer from a full range of stock or custom forms. • Creates a single piece mailer with a continuous seal formed to assure security and confidentiality. • Must be able to detect when "double documents" are processed. • Must be able to detect document jams during production. • Shall have emergency shut off/safety devise. 36 Page (Rev 06-05-15) (, urstina Eauioment._Production • Able to burst cut sheet. • Able to burst at the perforation. • Stack sequentially and continuous multipart documents. • Burst at the horizontal perforations. • Burst various locations of perforations. Pre-sorting, Eauigment. Production • Minimum monthly volume of 100,000. • Ability to sort various sizes of envelopes, flats and packages. • Multiple Station. • Various rates of speed. • Ability to process the entire range of USPS. ExtC lr • Processes up to 3000 pieces per hour. • One, Two, or, Three Sided Opening. • Includes counting and monitoring system that counts pieces processed. • Capable of processing various sizes of intermixed mail up to and including #11 envelopes, heights to 5-1/4". Mailing Furniture (specific to a cateaorv) • Mailroom furniture shall be appropriate for the mailroom category being it is being offered in. • Mailroom work tables, pedestals, bins etc. must be constructed of wood, steel or plastic bases with steel, laminate or wood tops that can support the daily use and weight of mailroom product and equipment. • Only furniture specifically related to the category/group of equipment may be purchased under this category. Mailing r 't • Mailroom furniture shall not be specific to a piece of equipment or a category/group. • Mailroom free standing mail sorter tables, case works, mail carts etc, must be constructed of wood, steel or plastic bases with steel, laminate or wood tops that can support the dialing use and weight of mailroom activity. Ar&m • Mailroom accessories must be appropriate for a mailroom operation. • All accessories related to equipment configurations must be identified in the equipment catalogs with the associated percentage % discount(s) off the manufacturer's suggested retail price. 37 Page (Rev 06-05-15) §gftware. License and Subscri tp ion • Commercial off-the-shelf(COTS) and customized mail room related software utilized by mailing equipment (e.g. tracking software or accounting software) and purchased/leased on either a monthly or annual basis. • All software must be specifically utilized only for mailing equipment operations. • Includes licensing, software maintenance, technical support and updates. • All installations will be performed by the Contracted Supplier. • Updates shall be performed by Contracted Supplier or user. Software Consulting Services Consulting services for mailing solutions that may require requirements definition, custom design, programming, testing and implementation as outlined in a detailed statement of work. SofWarit ltftgration • Consulting services provided by Contractor that includes but not limited to the process of bringing together applications into one system to ensure the applications function together as a whole for mailing room operations functionality. Training • Additional training services as specified in Section 3.4.1 , Suggliql lCoaaUnnables • All Supplies/Consumables needed to operate the mailing device or equipment. • Regular paper is not included in this category. • Labels for addressing and other mail room purposes are included. Design. Production Qnly • Billable only for Production equipment. • Total hours/days with total fee will be agreed to in writing from both parties before any work will begin. • All other Design work is included in the cost of the mailing equipment. Assernblyllnstallation. Production Only Billable only for Production equipment. • Total hours/days with total fee will be agreed to in writing from both parties before any work will begin. • All other Installation work is included in the cost of the mailing equipment. Equipment Leasing See section 3.15. Eouinment Rental • See section 3.16, Eguiament Relocations Services Equipment Relocation Services include: dismantling, packing, transporting and re-installing equipment at the Client Agency's request. No additional charges shall be incurred for fuel or tolls. Awarded Vendors may charge for device moves. Such charges must be in the format listed below according to the distan ...................... Move Distance from the Allowable Zone Original Device Charge _ Placement Format 100 Yards or less; or No Charge Zone 1 within the same Allowed buildinq Zone 2 Flat Fee Between Zone 1 and 50 miles Zone 3 Outside of Zone 2 Per mile fee 39 Page (Rev 06-05-15) Section 4: NASPO ValuePoint Master Agreement Statement of Compliance 4.1. NASPO ValuePoint Master Agreement(s) resulting from this RFP will constitute the final agreement except for negotiated terms and conditions specific to a Participating Entity's Participating Addendum. The Master Agreement will include, but not be limited to, the NASPO ValuePoint Standard Terms and Conditions in Section 6 and Lead State specific terms and conditions required to execute a master agreement, the statement of work. Section 3 and selected portions of the Offeror's Proposal. This section highlights particular terms and conditions of NASPO ValuePoint Master Agreement Terms and Conditions, although Offerors will be bound to all the terms and conditions when executing a Master Agreement as shown in section 6. Offerors must include a statement in their Proposal that they have read and understand all of the terms and conditions as shown in the Master Agreement (section 6). 4.1.a Insurance To be eligible for award, the Offeror agrees to acquire insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity's state at the prescribed levels set forth in Section 21 of the NASPO ValuePoint Master Agreement Terms and Conditions. Describe your insurance or plans to obtain insurance satisfying the requirements in Section 21. 4.1.b NASPO ValuePoint Administrative Fee and Reporting Requirements To be eligible for award, the Offeror agrees to pay a NASPO ValuePoint administrative fee as specified in Paragraph 6 of Section 6 of the NASPO ValuePoint Master Agreement Terms and Conditions. Moreover, specific summary and detailed usage reporting requirements are prescribed in paragraph 7 of NASPO ValuePoint Master Agreement Terms and Conditions. Offerors shall identify the person responsible for providing the mandatory usage reports. This information must be kept current during the contract period. Contractor will be required to provide reporting contact within 15 days of Master Agreement execution. 4.1.c NASPO ValuePoint eMarket Center To be eligible for award, the Offeror agrees, by submission of a Proposal, to cooperate with NASPO ValuePoint and SciQuest (and any authorized agent or successor entity to SciQuest) to integrate its presence in the NASPO ValuePoint eMarket Center either through an electronic catalog (hosted or punchout site) or unique ordering instructions. Refer to Paragraph 9, NASPO ValuePoint Master Agreement Terms and Conditions for the prescribed requirements. 40 1 Paclle Rev Y.i-05-15) Those terms and conditions require as a minimum that the Offeror agree to participate in development of ordering instructions. Proposer shall respond how they can support the eMarket Center in the Proposal through either a hosted catalog or punchout solution. 4.2 Lead State Terms and Conditions. Refer to Section 7 for the Lead State Special Terms and Conditions that apply to this solicitation. Offeror shall indicate in their Proposal that they have read and understand all of the requirements shown Lead State Terms and Conditions. 4.3 Participating State Terms and Conditions. As a courtesy to Offerors, some Participating State Specific Terms and Conditions are provided in Attachments to this solicitation. These are for informational purposes only and will be negotiated with individual Participating States after award of the Master Agreement. Each State reserves the right to negotiate additional terms and conditions in its Participating Addendums. Offerors shall submit a statement that they understand they may be required to negotiate these additional terms and conditions when executing a Participating Addendum. 4.4. Technical Requirements This section contains technical requirements pertaining to the Mailroom Equipment Supplies and Maintenance. Other sections of this RFP contain additional requirements that must be met in order to be considered responsive. Offerors must identify in their Proposal how their company meets or exceeds all requirements listed in Section 4 of this RFP solicitation. 4.4.1 Offeror Profile Provide the following information specific to your company: a. Your company's full legal name. b. Primary business address. c. Describe your company ownership structure. d. Employee size (number of employees). e. Website. f. Sales contact information. g. Your client retention rate during the past 3 years. h. A brief history of your company and the year it was founded. i. Describe your company's growth during the past three years. 4.4.2 Customer Service a. What are your hours of operation and when are key account people available to us? 41 Page (Rev 06-05-15) b. Describe how problem identification and resolution will be handled. c. How will you service our account? Describe the system you will use to manage our account. d. How do you respond to customer complaints and service issues? e. How do you assess customer satisfaction? f. What are your quality assurance measures and how are they handled in your organization? 4.4.3. Technology a. Describe your online system that Purchasing Entities would use to place orders and receive results? Include all methods of order submission. b. Describe your ability and process to support a decentralized system of orders submitted from many end users in multiple states and locations. 4.4.4. Data Security a. What measures do you take to protect sensitive customer information? 4.4.5 Promotion of the NASPO ValuePoint Master Agreement The NASPO ValuePoint Master Agreement Terms and Conditions include program provisions governing participation in the cooperative, reporting and payment of administrative fees, and marketing/education relating to the NASPO ValuePoint cooperative procurement program. In this regard; a. Briefly describe how you intend to promote the use of the Master Agreement. b. Knowing that state procurement officials (CPO) must permit use of the Master Agreement in their state, how will you integrate the CPO's permission into your plan for promoting the agreement? c. Public entities are sensitive to "scope" issues, that is, whether performance is within the intended scope of the solicitation as awarded. In the context of your method of promoting agreements of this nature, howwould you clarify any questions regarding the scope the agreement with respect to any potential order? d. How will your company manage due dates for administrative fee payments and usage reports? e. Through its Cooperative Development Coordinators and Education & Outreach team, NASPO ValuePoint assists Lead States by engaging vendors in strategies aimed at promoting master agreements. What opportunities and/or challenges do you see in working with NASPO ValuePoint staff in this way? Section 5: Price and Cost Proposal Cost in proposals will be evaluated independent of the technical evaluation. Cost proposal must be submitted to the Lead State as a separate document in Offerors Proposal. Do not embed cost proposal in the technical proposal response. Offeror shall provide detailed costs for all costs associated with the responsibilities and related services, per Attachment C and C1. Cost for the NASPO ValuePoint Master Agreements shall be based on the following: Offeror must submit cost, prices and rates as required by (Pricing and Pricing Scenario Workbooks attached in ProcureAZ within the Attachments Tab), Cost Sheets. Prices and rates shall include all anticipated charges, including but not limited to, freight and delivery, cost of materials and product, travel expenses, transaction fees, overhead, profits, and other costs or expenses incidental to the Offeror's performance. The Lead State is exempt from federal excise taxes and no payment will be made for any taxes levied on the Offeror's or any Subcontractor's employee's wages. The Lead State will pay for any applicable Lead State or local sales or use taxes on the products provided or the services rendered. If required by Lead State, Taxes shall be included as a separate line item on an Offeror's invoice. The tax rules with respect to other Participating Entities may vary and are expected to be addressed in the Participating Amendments. 43 1 Page (Rev 06-05-15) NASPO ValuePoint Section 6: NASPO ValuePoint Master Agreement Terms and Conditions 1. Master Agreement Order of Precedence a. Any Order placed under this Master Agreement shall consist of the following documents: (1) A Participating Entity's Participating Addendum ("PA"), (2) NASPO ValuePoint Master Agreement Terms & Conditions; (3) A Purchase Order issued against the Master Agreement; (4) The Scope of Work, Section 3 of the Request for Proposals; (5) The Solicitation or, if separately executed after award, the Lead State's bilateral agreement that integrates applicable provisions; (6) Contractor's response to the Solicitation, as revised (if permitted) and accepted by the Lead State. b. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment. 2. Definitions Acceptance is defined by the applicable commercial code, except Acceptance shall not occur before the completion of delivery in accordance with the Order, installation if required, and a reasonable time for inspection of the Product. Contractor means the person or entity delivering Products or performing services under the terms and conditions set forth in this Master Agreement. Embedded Software means one or more software applications which permanently reside on a computing device. Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein. 44 1 Pige (Rear 06 05 15) Lead State means the State centrally administering any resulting Master Agreement(s), Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of the NASPO ValuePoint program, and the Contractor, as now or hereafteramended. NASPO ValuePoint is the NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, a 501(c)(3) limited liability company that is a subsidiary organization the National Association of State Procurement Officials (NASPO), the sole member of NASPO ValuePoint. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports as well as other contract administration functions as assigned by the Lead State. Order or Purchase Order means any purchase order, sales order, contract or other document used by a Purchasing Entity to order the Products. Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating Entity specific language or other requirements, e.g. ordering procedures specific to the Participating Entity, other terms and conditions. Participating Entity means a state, or other legal entity, properly authorized to enter into a Participating Addendum. Participating State means a state, the District of Columbia, or one of the territories of the United States that is listed in the Request for Proposal as intending to participate. Upon execution of the Participating Addendum, a Participating State becomes a Participating Entity; however, a Participating State listed in the Request for Proposals is not required to participate through execution of a Participating Addendum. Product means any equipment, software (including embedded software), documentation, service or other deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Products, supplies and services, and products and services are used interchangeably in these terms and conditions. 45 1 Page (Rev 06-05-'15) Purchasing Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if authorized by a Participating Addendum, who issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase. NASPO ValuePoint Program Provisions 3. Term of the Master Agreement a. The initial term of this Master Agreement is for Two (2) years. This Master Agreement may be extended beyond the original contract for up to 36 months (not to exceed a 5- year maximum) at the Lead State's discretion and by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance. b. The Master Agreement may be extended for a reasonable period of time, not to exceed six months, if in the judgment of the Lead State a follow-on, competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow-on master agreement. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions. 4. Amendments The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written agreement of the Lead State and Contractor. 5. Participants and Scope a. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract) used by the Purchasing Entity to place the Order. b. Use of specific NASPO ValuePoint cooperative Master Agree ments by state agencies, political subdivisions and other Participating Entities (including cooperatives)authorized by individual state's statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official. c. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum to PA@naspovaluepoint.org to support documentation of participation and posting in appropriate data bases. d. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is not a party to the Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the NASPO cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.) for all 50 states, the District of Columbia and the territories of the United States. e. Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint Program requirements: Term of the Master Agreement; Amendments; Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; NASPO ValuePoint eMarketCenter; Right to Publish; Price and Rate Guarantee Period; and Individual Customers. Any such language shall be void and of no effect. f. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the approval of participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity, they must ensure that they have the requisite procurement authority to execute a Participating Addendum. g. Resale. "Resale" means any payment in exchange for transfer of tangible goods, software, or assignment of the right to services. Subject to any specific conditions included in the solicitation or Contractor's proposal as accepted by the Lead State, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products (the definition of which includes services that are deliverables). Absent any such condition or explicit permission, this limitation does not prohibit: sales of Products to the general public as surplus property; and fees associated with inventory transactions 47 1 Page (Rev 06-05-15) with other governmental or nonprofit entities and consistent with a Purchasing Entity's laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property. 6. Administrative Fees a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal. b. Additionally, some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Contractor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. The NASPO ValuePoint Administrative Fee in subsection 6a shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda. 7. NASPO ValuePoint Summary and Detailed Usage Reports In addition to other reports that may be required by this solicitation, the Contractor shall provide the following NASPO ValuePoint reports. a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://www.naspo.org/\NNCPO/Calculator.aspx. Any/all sales made under this Master Agreement shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than thirty (30) days following the end of the calendar quarter (as specified in the reporting tool). b. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2) entity/customer type, e.g. local government, higher education. K12, non-profit, (3) Purchasing Entity name; (4) Purchasing Entity bill-to and ship-to locations, (4) Purchasing Entity and Contractor Purchase Order identifier/number(s), (5) Purchase Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship Date; (8) and line item description, including product number if used. The report shall be submitted in any form required by the solicitation. Reports are due on a quarterly basis and must be received by the Lead State and 4'8 l f' use (for 06-0b 1'�) NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after the end of the reporting period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email, CD-ROM, flash drive or other method as determined by the Lead State and NASPO ValuePoint. Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement. The format for the detailed sales data report is in shown in Attachment H. c. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the solicitation and the Participating Addendum. Report data for employees should be limited to ONLY the state and entity they are participating under the authority of (state and agency, city, county, school district, etc.) and the amount of sales. No personal identification numbers, e.g. names, addresses, social security numbers or any other numerical identifier, may be submitted with any report. d. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any Participating Addendum roll out or implementation activities and issues. NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due thirty (30) days after the conclusion of each calendar quarter. e. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non- exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. 8. NASPO ValuePoint Cooperative Program Marketing and Performance Review a. Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor's contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the Master agreement and participating addendum process, and the manner in which qualifying entities can participate in the Master Agreement. b. Contractor agrees to participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees. 9. NASPO ValuePoint eMarket Center a. In July 2011 , NASPO ValuePoint entered into a multi-year agreement with SciQuest, 49 1 Page (Rev 06-05-15) Inc. whereby SciQuest will provide certain electronic catalog hosting and management services to enable eligible NASPO ValuePoint's customers to access a central online website to view and/or shop the goods and services available from existing NASPO ValuePoint Cooperative Contracts. The central online website is referred to as the NASPO ValuePoint eMarket Center. b. The Contractor will have visibility in the eMarket Center through Ordering Instructions. These Ordering Instructions are available at no cost to the Contractor and provide customers information regarding the Contractors website and ordering information. The Contractor is required at a minimum to participate in the eMarket Center through Ordering Instructions. c. At a minimum, the Contractor agrees to the following timeline: NASPO ValuePoint eMarket Center Site Admin shall provide a written request to the Contractor to begin Ordering Instruction process. The Contractor shall have thirty (30) days from receipt of written request to work with NASPO ValuePoint to provide any unique information and ordering instructions that the Contractor would like the customer to have. d. If the solicitation requires either a catalog hosted on or integration of a punchout site with eMarket Center, or either solution is proposed by a Contractor and accepted by the Lead State, the provisions of the eMarket Center Appendix to these NASPOValuePoint Master Agreement Terms and Conditions apply. 10. Right to Publish Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan. The Contractor shall not make any representations of NASPO ValuePoint's opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause. 11. Price and Rate Guarantee Period All prices and rates must be guaranteed for the initial term of the Master Agreement. All discounts off Manufacturer's Suggested Retail Price are the minimum allowed throughout the term of the MPA including any optional year extensions. Following the initial Master Agreement period, any request for price or rate adjustment must be for an equal guarantee period, and must be made at least Ninety (90) Days prior to the effective date. Requests for price or rate adjustment must include sufficient documentation supporting the request. Any adjustment or amendment to the Master Agreement shall not be effective unless approved by the Lead State. No retroactive adjustments to prices or rates will be allowed. 12. Individual Customers Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individuals Administration of Orders 13. Ordering a. Master Agreement order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence. b. Purchasing Entities may define project-specific requirements and informally compete the requirement among companies having a Master Agreement on an "as needed" basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity's rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered. c. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Purchasing Entities' rules, policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity. d. Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement. e.All Orders pursuant to this Master Agreement, at a minimum, shall include: (1) The services or supplies being delivered; (2) The place and requested time of delivery; (3) A billing address; (4) The name, phone number, and address of the Purchasing Entity 51 1 Page (Rev 06-05-15) representative; (5) The price per hour or other pricing elements consistent with this Master Agreement and the contractor's proposal; (6) A ceiling amount of the order for services being ordered, and (7) The Master Agreement identifier. f. All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity's purchasing office, or to such other individual identified in writing in the Order. g. Orders must be placed pursuant to this Master Agreement priorto the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable afterthe current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available. h.Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration, cancellation or termination of this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement. 14. Shipping and Delivery a. The prices are the delivered price to any Purchasing Entity. All deliveries shall be F.O.B. destination, freight pre-paid, with all transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damage shall remain the Contractor's until final inspection and acceptance when responsibility shall pass to the Purchasing Entity except as to latent defects, fraud and Contractor's warranty obligations. The minimum shipment amount, if any, will be found in the special terms and conditions. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without charge. b. All deliveries will be "Inside Deliveries" as designated by a representative of the Purchasing Entity placing the Order. Inside Delivery refers to a delivery to other than a loading dock, front lobby, or reception area. Specific delivery instructions will be noted on the order form or Purchase Order. Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to immediately notify the Purchasing Entity placing the Order. c. All products must be delivered in the manufacturer's standard package. Costs shall include all packing and/or crating charges. Cases shall be of durable construction, good 52 1 Page (Rev 06-05-15) condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipping carton shall be marked with the commodity, brand, quantity, item code number and the Purchasing Entity's Purchase Order number 15. Laws and Regulations Any and all Products offered and furnished shall comply fully with all applicable Federal and State laws and regulations. 16. Inspection and Acceptance a. Where the Master Agreement or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code. b. All Products are subject to inspection at reasonable times and places before Acceptance. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Master Agreement. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantial impairs value) latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked. If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re- performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the reduced value of services performed. c. The warranty period shall begin upon Acceptance, d. Acceptance Testing may be explicitly set out in a Master Agreement to ensure conformance to an explicit standard of performance. Acceptance Testing means the process set forth in the Master Agreement for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. If Acceptance Testing is prescribed, this subsection applies to applicable Products purchased under this Master Agreement, including any additional, replacement, or substitute Product(s) and any Product(s) which are modified by or with the written approval of Contractor after Acceptance by the Purchasing Entity. The Acceptance Testing period shall be thirty (30) calendar days or other time period identified in this Master Agreement or the Participating Addendum, starting from the day after the Product is delivered or, if installed, the day after the Product is installed and Contractor certifies that the Product is ready for Acceptance Testing. If the Product does not meet the standard of performance during 53 1 Page (Rev 06-05-15) the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met. Upon rejection, the Contractor will have fifteen (15) calendar days to cure the standard of performance issue(s). If after the cure period, the Product still has not met the standard of performance, the Purchasing Entity may, at its option: (a) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon Acceptance. 54 1 Page (Rev 06-05-15) 17. Payment Payment after Acceptance is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law. Payments will be remitted by mail or electronic transfer. Payments may be made via a State or political subdivision "Purchasing Card" with no additional charge. 18. Warranty Warranty provisions govern where specified elsewhere in the documents that constitute the Master Agreement; otherwise this section governs. The Contractor warrants for a period of one year from the date of Acceptance that: (a) the Product performs according to all specific claims that the Contractor made in its response to the solicitation, (b) the Product is suitable for the ordinary purposes for which such Product is used, (c) the Product is suitable for any special purposes identified in the solicitation or for which the Purchasing Entity has relied on the Contractor's skill or judgment, (d) the Product is designed and manufactured in a commercially reasonable manner, and (e) the Product is free of defects. Upon breach of the warranty, the Contractor will repair or replace (at no charge to the Purchasing Entity) the Product whose nonconformance is discovered and made known to the Contractor. If the repaired and/or replaced Product proves to be inadequate, or fails of its essential purpose, the Contractor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys' fees and costs. 19. Title of Product Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Product free and clear of all liens, encumbrances, or other security interests. Transfer of title to the Product shall include an irrevocable and perpetual license to use any Embedded Software in the Product. If Purchasing Entity subsequently transfers title of the Product to another entity, Purchasing Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Product title. A subsequent transfer of this software license shall be at no additional cost or charge to either Purchasing Entity or Purchasing Entity's transferee. 20. License of Pre-Existing Intellectual Property Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free, irrevocable, license to use, publish, translate, reproduce, transfer with any sale of tangible media or Product, perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it 55 1 Page (Rev 06-05-15) ("Pre-existing Intellectual Property"). The Contractor shall be responsible for ensuring that this license is consistent with any third party rights in the Pre-existing Intellectual Property. General Provisions 21. Insurance a. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity's state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best's Insurance Reports. Failure to buy and maintain the required insurance may result in this Master Agreement's termination or, at a Participating Entity's option, result in termination of its Participating Addendum. b, Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below: (1) Commercial General Liability covering premises operations, independent contractors, products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence/$2 million general aggregate; (2) Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements. c. Contractor shall pay premiums on all insurance policies. Contractor shall provide notice to a Participating Entity who is a state within five (5) business days after Contractor is first aware of expiration, cancellation or nonrenewal of such policy or is first aware that cancellation is threatened or expiration, nonrenewal or expiration otherwise may occur. d. Prior to commencement of performance, Contractor shall provide to the Lead State a written endorsement to the Contractor's general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) names the Participating States identified in the Request for Proposal as additional insureds, (2) provides for written notice of cancellation shall be delivered in accordance with the policy provisions, and (3) provides that the Contractor's liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities' rights and Contractor's obligations are the same as those specified in the first sentence ofthis subsection except the endorsement is provided to the applicable state. e. Contractor shall furnish to the Lead State copies of certificates of all required insurance in a form sufficient to show required coverage within thirty (30) calendar days of the execution of this Master Agreement and prior to performing any work. Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days after any renewal date to the applicable state Participating Entity. Failure to provide evidence of 56 1 Page (Rav 06-05-15) coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement's termination or the termination of any Participating Addendum. e. Coverage and limits shall not limit Contractor's liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order. 22. Records Administration and Audit. a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of five (5) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity's state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder. b. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor's records. c. The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations. 23. Confidentiality, Non-Disclosure, and Injunctive Relief a. Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity's clients. Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or agents in the performance of this Master Agreement, including, but not necessarily limited to (1) any Purchasing Entity's records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity ("Confidential Information"). Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that(1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Contractor's possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is 57 1 Page (Rev 06 05-15) obtained from a source other than Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity or; (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information. b. Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement. Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially c. Reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity's request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement. d. Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to Purchasing Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content. e. Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity. 24. Public Information. This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing Entity's public information laws. 25. Assignment/Subcontracts a. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate 58 1 Page (Rev 00-05-15) responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State. b. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint. 26. Changes in Contractor Representation The Contractor must notify the Lead State of changes in the Contractor's key administrative personnel managing the Master Agreement in writing within 10 calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as identified in the Contractor's proposal. The Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor's proposal. 27. Independent Contractor The Contractor shall be an independent contractor. Contractor shall have no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and agrees not to hold itself out as agent except as expressly set forth herein or as expressly agreed in any Participating Addendum. 28. Cancellation Unless otherwise stated, this Master Agreement may be canceled by either party upon 60 days' written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days' written notice, unless otherwise limited or stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit. Cancellation of the Master Agreement due to Contractor default may be immediate. 29. Force Majeure Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, or war which are beyond that party's reasonable control. The Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement. 30. Defaults and Remedies a. The occurrence of any of the following events shall be an event of default under this Master Agreement: 59 1 Page (Rev 06-05-15) (1) Nonperformance of contractual requirements; or (2) A material breach of any term or condition of this Master Agreement; or (3) Any certification, representation or warranty by Contractor in response to the solicitation or in this Master Agreement that proves to be untrue or materially misleading; or (4) Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or (5) Any default specified in another section of this Master Agreement. b. Upon the occurrence of an event of default, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 15 calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor's liability for damages, including liquidated damages to the extent provided for under this Master Agreement. c. If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies: (1) Exercise any remedy provided by law, and (2) Terminate this Master Agreement and any related Contracts or portions thereof; and (3) Impose liquidated damages as provided in this Master Agreement;and (4) Suspend Contractor from being able to respond to future bid solicitations; and (5) Suspend Contractor's performance; and (6) Withhold payment until the default is remedied. d. Unless other specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code. 31. Waiver of Breach Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating 61 1 Page (Rev 06-05-15) Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order. 32. Debarment The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State. 33. Indemnification a. Indemnification by the Contractor of the Lead State is governed by Section 7.1W of this RFP. Otherwise, the Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), Participating Entities, and Purchasing Entities, along with their officers, agents, and employees as well as any person or entity for which they may be liable, from and against third-party claims, damages or causes of action including reasonable attorneys' fees and related costs for any death, injury, or damage to tangible property arising from act(s), error(s), or omission(s) of the Contractor, its employees or subcontractors or volunteers, at any tier, relating to the performance under the Master Agreement. b. Indemnification — Intellectual Property. Indemnification by the Contractor of the Lead State is government by Section 7.2, State of Arizona Uniform Terms and Conditions, subsection 6.2. Otherwise, the Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), Participating Entities, Purchasing Entities, along with their officers, agents, and employees as well as any person or entity for which they may be liable ("Indemnified Party"), from and against claims, damages or causes of action including reasonable attorneys' fees and related costs arising out of the claim that the Product or its use, infringes Intellectual Property rights ("Intellectual Property Claim") of another person or entity. (1) The Contractor's obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is: (a) provided by the Contractor or the Contractor's subsidiaries oraffiliates; (b) specified by the Contractor to work with the Product; or (c) reasonably required, in order to use the Product in its intended manner, 62 1 P-,ige (Rev 06-05-1 1) and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or (d) It would be reasonably expected to use the Product in combination with such product, system or method. (2) The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at the Contractor's reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys' fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement. 34. No Waiver of Sovereign Immunity In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court. This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state's sovereign immunity and is not consent by the state to be sued in federal court. This section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States. 35. Governing Law and Venue a. The procurement, evaluation, and award of the Master Agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master 63 1 Page (Rev 06-05-15) Agreement shall be governed by and construed in accordance with the laws of the Participating Entity's or Purchasing Entity's State. b. Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or action relating to the procurement, evaluation, and award is in the Lead State. Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity's State. c. If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for(in decreasing order of priority): The Lead State for claims relating to the procurement, evaluation, award, or contract performance or administration if the Lead State is a party; a Participating State if a named party; the state where the Participating Entity or Purchasing Entity is located if either is a named party. 36. Assignment of Antitrust Rights Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1- 15 or a Participating Entity's state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action. 37. Contract Provisions for Orders Utilizing Federal Funds. Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement. (November 2015) 64 1 Pacer (Rev 06-05-15) eMarket Center Appendix a. This Appendix applies whenever a catalog hosted by or integration of a punchout site with eMarket Center is required by the solicitation or either solution is proposed by a Contractor and accepted by the Lead State. b. Supplier's Interface with the eMarket Center. There is no cost charged by SciQuest to the Contractor for loading a hosted catalog or integrating a punchout site. c. At a minimum, the Contractor agrees to the following: (1) Implementation Timeline: NASPO ValuePoint eMarket Center Site Admin shall provide a written request to the Contractor to begin enablement process. The Contractor shall have fifteen (15) days from receipt of written request to work with NASPO ValuePoint and SciQuest to set up an enablement schedule, at which time SciQuest's technical documentation shall be provided to the Contractor. The schedule will include future calls and milestone dates related to test and go live dates. The contractor shall have a total of Ninety (90) days to deliver either a (1) hosted catalog or (2) punch-out catalog, from date of receipt of written request. (2) NASPO ValuePoint and SciQuest will work with the Contractor, to decide which of the catalog structures (either hosted or punch-out as further described below) shall be provided by the Contractor. Whether hosted or punch-out, the catalog must be strictly limited to the Contractor's awarded contract offering (e.g. products and/or services not authorized through the resulting cooperative contract should not be viewable by NASPO ValuePoint Participating Entity users). (a) Hosted Catalog. By providing a hosted catalog, the Contractor is providing a list of its awarded products/services and pricing in an electronic data file in a format acceptable to SciQuest, such as Tab Delimited Text files. In this scenario, the Contractor must submit updated electronic data [Insert Time Frame Here] to the eMarket Center for the Lead State's approval to maintain the most up-to-date version of its product/service offering under the cooperative contract in the eMarket Center. (b) Punch-Out Catalog. By providing a punch-out catalog, the Contractor is providing its own online catalog, which must be capable of being integrated with the eMarket Center as a. Standard punch-in via Commerce eXtensible Markup Language (cXML). In this scenario, the Contractor shall validate that its online catalog is up-to-date by providing a written update to the Lead State stating they have audited the offered products/services and pricing listed on its online catalog. The site must also return detailed UNSPSC codes (as outlined in line 3) for each line item. Contractor also agrees to provide a-Quote functionality to facilitate volume discounts. d. Revising Pricing and Product Offerings: Any revisions to product/service offerings 65 1 Page (Rev 06-05-15) (new products, altered SKUs, new pricing etc.) must be pre-approved by the Lead State and shall be subject to any other applicable restrictions with respect to the frequency or amount of such revisions. However, no cooperative contract enabled in the eMarket Center may include price changes on a more frequent basis than once per year. The following conditions apply with respect to hosted catalogs: (1). Updated pricing files are required by the 1 st of the month and shall go into effect in the eMarket Center on the 1st day of the following month (i.e. file received on 1/01/13 would be effective in the eMarket Center on 2/01/13). Files received after the 1 st of the month may be delayed up to a month (i.e. file received on 11/06/09 would be effect in the eMarket Center on 1101/10). (2) Lead State-approved price changes are not effective until implemented within the eMarket Center. Errors in the Contractor's submitted pricing files will delay the implementation of the price changes in eMarket Center. e. Supplier Network Requirements: Contractor shall join the SciQuest Supplier Network (SQSN) and shall use the SciQuest's Supplier Portal to import the Contractor's catalog and pricing, into the SciQuest system, and view reports on catalog spend and product/pricing freshness. The Contractor can receive orders through electronic delivery (cXML) or through low-tech options such as fax. More information about the SQSN can be found at: www.scipuest.corn or call the SciQuest Supplier Network Services team at 800-233-1121. f. Minimum Requirements: Whether the Contractor is providing a hosted catalog or a punch-out catalog, the Contractor agrees to meet the following requirements: (1) Catalog must contain the most current pricing, including all applicable administrative fees and/or discounts, as well as the most up-to-date product/service offering the Contractor is authorized to provide in accordance with the cooperative contract; and (2) The accuracy of the catalog must be maintained by Contractor throughout the duration of the cooperative contract between the Contractor and the Contract Administrator; and (3) The Catalog must include a Lead State contract identification number, and (4) The Catalog must include detailed product line item descriptions; and (5) The Catalog must include pictures when possible; and (6) The Catalog must include any additional NASPO ValuePoint and Participating Addendum requirements. Although suppliers in the SQSN normally submit one (1) catalog, it is possible to have multiple contracts applicable to different NASPO ValuePoint Participating Entities. For example, a supplier may have different pricing for 66 1 Page (Rev 06-05-15) state government agencies and Board of Regents institutions. Suppliers have the ability and responsibility to submit separate contract pricing for the same catalog if applicable. The system will deliver the appropriate contract pricing to the user viewing the catalog. g. Order Acceptance Requirements: Contractor must be able to accept Purchase Orders via fax or cXML. The Contractor shall provide positive confirmation via phone or email within 24 hours of the Contractor's receipt of the Purchase Order. If the Purchasing Order is received after 3pm EST on the day before a weekend or holiday, the Contractor must provide positive confirmation via phone or email on the next business day. h. UNSPSC Requirements: Contractor shall support use of the United Nations Standard Product and Services Code (UNSPSC). UNSPSC versions that must be adhered to are driven by SciQuest for the suppliers and are upgraded every year. NASPO ValuePoint reserves the right to migrate to future versions of the UNSPSC and the Contractor shall be required to support the migration effort. All line items, goods or services provided under the resulting statewide contract must be associated to a UNSPSC code. All line items must be identified at the most detailed UNSPSC level indicated by segment, family, class and commodity. More information about the UNSPSC is available at: http://www.unspsc.com and http://www.unspsc.com/FAQs,asp#howdoesunspscwork. i. Applicability: Contractor agrees that NASPO ValuePoint controls which contracts appear in the eMarket Center and that NASPO ValuePoint may elect at any time to remove any supplier's offering from the eMarket Center. j. The Lead State reserves the right to approve the pricing on the eMarket Center. This catalog review right is solely for the benefit of the Lead State and Participating Entities, and the review and approval shall not waive the requirement that products and services be offered at prices (and approved fees) required by the Master Agreement. k. Several NASPO ValuePoint Participating Entities currently maintain separate SciQuest eMarketplaces, these Participating Entities do enable certain NASPO ValuePoint Cooperative Contracts. In the event one of these entities elects to use this NASPO ValuePoint Cooperative Contract (available through the eMarket Center) but publish to their own eMarketplace, the Contractor agrees to work in good faith with the entity and NASPO ValuePoint to implement the catalog. NASPO ValuePoint does not anticipate that this will require substantial additional efforts by the Contractor; however, the supplier agrees to take commercially reasonable efforts to enable such separate SciQuest catalogs. 67 1 Page (Rev 06-05-15) Section 7: Lead State (State of Arizona) Terms and Conditions 7.1 State of Arizona Special terms and Conditions A. Purpose Pursuant to provisions of the Arizona Procurement Code. A.R.S. 41-2501 Et Seq., the State of Arizona intends to establish a Contract (Participating Addendum, PA) for the materials or services as listed herein on service to the State. B. Contract Type- Fixed Price C. Licenses Contractor shall maintain in current status all Federal, State and Local licenses and permits required for the operation of a business conducted by the contractor. D. Volume of Work The State does not guarantee a specific amount of work either for the life of the Contract or on an annual basis. E. Key Personnel It is essential that the contractor provide an adequate staff of experienced personnel, capable of and devoted to the successful accomplishment of work to be performed under this contract. The contractor must assign specific individuals to the key positions. 1. The Contractor agrees that, once assigned to work under this Contract, key personnel shall not be removed or replaced without written notice to the State. 2. Key personnel who are not available for work under this Contract for a continuous period exceeding thirty (30) calendar days, or are expected to devote substantially less effort to the work than initially anticipated, the contractor shall immediately notify the State and shall subject to the concurrence of the State, replace such personnel of substantially equal ability and qualifications. F. Price or Rate Adjustment Any price or rate adjustment shall be within the confines of the awarded contract, or as negotiated in service to this Contract. Any price or rate adjustment requested must not exceed the Producers Price Index (PPI) by Industry: Other Commercial and Service Industry Machinery Manufacturing: Mailing, Letter Handling, and Addressing Machines, Except Parts and Attachments, Series ID: PCU3333183333183A at time of requested adjustment. Any negotiated price adjustments for this Contract shall be documented via a bilateral Contract Amendment. 68 1 Page (Rev 0 -US-1`) G. Information Disclosure The Contractor shall establish and maintain procedures and controls that are acceptable to the State for the purpose of assuring that no information contained in its records or obtained from the state or from others in carrying out its functions under the contract shall be used or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. Persons requesting such information should be referred to the State. The Contractor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of the Contractor as needed forthe performance of duties under the Contract, unless otherwise agreed to in writing by the State. H. Employees of the Contractor All employees of the Contractor employed in the performance of work under the Contract shall be considered employees of the Contractor at all times, and not employees of the State. The Contractor shall comply with the Social Security Act, Workman's Compensation laws and Unemployment laws of the State of Arizona and all State, local and Federal legislation relevant to the Contractor's business. I. Warranty All services supplied under this Contract shall be fully guaranteed by the Contractor for a minimum period of ninety (90) days from the date of acceptance by the State. Any defects of design, workmanship, or delivered materials that would result in non-compliance shall be fully corrected by the Contractor without cost to the State. J. Non-Exclusive Contract Any Contract resulting from this solicitation shall be awarded with the understanding and agreement that it is for the sole convenience of the State of Arizona. The State reserves the right to obtain like goods or services from another source when necessary, or when determined to be in the best interest of the State. 1. Method of Assessment: At the completion of each quarter, the contractor reviews all sales under their contract in preparation for submission of their Usage Report. The contractor identifies all sales receipts transacted by members of the State Purchasing Cooperative and assesses one percent (1 .0%) of this amount in their Usage Report. An updated list of State Purchasing Cooperative members may be found at: hftps://spo.az.gov/state-purchasing- cooperative. At its option, the State may expand or narrow the applicability of this fee. The State shall provide thirty (30) written notice prior to exercising or changing this option. The contractor shall summarize all sales, along with all assessed Administrative Fee amounts within their Usage Report, including total amounts for the following: 69 Page (Rev 06-05-15) • Total sales receipts from State agencies, boards and commissions; • Total sales receipts from members of the State Purchasing Cooperative; and • Total Administrative Fee amount based on one percent (1 .0%) of the sales receipts from members of the State Purchasing Cooperative. 2. Submission of Reports and Fees: Within thirty (30) days following the end of the quarter, the contractor submits their Usage Report and if applicable, a check in the amount of one percent (1%) of their sales receipts from members of the State Purchasing Cooperative, to the Department of Administration, State Procurement Office. Contractors are required to use the State's current report templates unless you have authorization from your contract officer to use a different format. You need to complete Form 799, which is a cover letter that gives the totals of your transactions; and Form 801, which is an Excel spreadsheet that details your transactions. Sales to state agencies and the cooperative members are to be totaled separately. The most current forms can be downloaded at htt s:/Is o.az. ov/statewide-contracts- administrative-fee. 4.1 The submission schedule for Administrative Fees and Usage reports shall be as follows: FY Q1 , July through September Due October 31 FY Q2, October through December Due January 31 FY Q3, January through March Due by April 30 FY Q4, April through June Due by July 31 2.2 Usage Reports and any questions are to be submitted by email to the state's designated usage report email address: usage(a)a,zdoa.gov 3. Administrative Fee The Administrative Fee shall be a part of the Contractor's unit prices and is not to be charged directly to the customer in the form of a separate line item. Statewide contracts shall not have separate prices for State Agency customers and State Purchasing Cooperative customers. 4. Contractor's failure to remit administrative fees Contractor's failure to remit administrative fees in a timely manner consistent with the contract's requirements may result in the State exercising any recourse available under the contract or as provided for by law. K. Compensation 70 ( Page (Rau 06-05-15) Should the Contractor fail to provide all required services or deliver work products, as agreed upon by State and the Contractor, the State shall be entitled to invoke applicable remedies, including but not limited to, withholding payment to the Contractor and declaring the Contractor in material breach of the Contract. If the Contractor is in any manner in default of any obligation or the Contractor's work or performance is determined by the State to be defective, sub-standard, or if audit exceptions are identified, the State may,in addition to other available remedies, either adjust the amount of payment or withhold payment until satisfactory resolution of the default, defect, exception or sub-standard performance. The Contractor shall reimburse the State on demand, or the State may deduct from future payments, any amounts paid for work products or performance which are determined to be an audit exception, defective or sub-standard performance. The Contractor shall correct its mistakes or errors without additional cost to the State. The State shall be the sole determiner as to defective or sub-standard performance. The Contractor shall fulfill their contractual requirements including the Deliverables identified in the Statement of Work and fulfill the roles and responsibilities described in the Statement of Work for a firm fixed price, inclusive of travel and travel-related expenses. The fixed amount shall be inclusive of any fees forthe use of anythird party products or services required for use in the performance of this Contract. L. Offshore Performance of Work Prohibited Due to security and identity protection concerns, direct services under this contract shall be performed within the borders of the United States. Any services that are described in the specifications or scope of work that directly serve the State of Arizona or its clients and may involve access to secure or sensitive data or personal client data or development or modification of software for the State shall be performed within the borders of the United States. Unless specifically stated otherwise in the specifications, this definition does not apply to indirect or "overhead" services, redundant back-up services or services that are incidental to the performance of the contract. This provision applies to work performed by subcontractors at all tiers. M. Indemnification and Insurance 1.1 To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, and any jurisdiction or agency issuing permits for any work included in the project, and their respective directors, officers, officials, agents and employees (hereinafter referred to as "Indemnitee") from and against any and all claims, actions, liabilities, costs, losses, or expenses, (including reasonable attorney's fees), (hereinafter collectively referred to as "Claims") arising out of actual or alleged bodily injury or personal injury of any person (including death) or 71 Page (Rev 06-05-15) loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of Contractor's directors, officers, agents, employees, volunteers or subcontractors. This indemnity includes any claim or amount arising or recovered under the Workers' Compensation Law or arising out of the failure of Contractor to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all Claims. It is agreed that Contractor will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. This indemnification will survive the termination of the above listed contract with the Contractor. This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona. 1.2 Insurance Requirements 1.2.1 Contractor and subcontractors shall procure and maintain, until all of their obligations have been discharged, including any warranty periods under this Contract, insurance against claims for injury to persons or damage to property arising from, or in connection with, the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors. 1.2.2 The Insurance Requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The State of Arizona in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees or subcontractors, and the Contractor is free to purchase additional insurance. 1.3 Minimum Scope and Limits of Insurance Contractor shall provide coverage with limits of liability not less than those stated below. 1.3.1 Commercial General Liability (CGL) — Occurrence Form Policy shall include bodily injury, property damage, and broad form contractual liability coverage. 72 a Prge ff-,,v 06 0� 1 ) General Aggregate $2,000.000 Products — Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Damage to Rented Premises $50,000 Each Occurrence $1,000,000 a The policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor b Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. 1.3.2 Business Automobile Liability Bodily Injury and Property Damage for any owned, hired, and/or non-owned automobiles used in the performance of this Contract. ❑ Combined Single Limit (CSL) $1 ,000,000 Policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by, or on behalf of, the Contractor involving automobiles owned, hired and/or non-owned by the Contractor. c Policy shall contain a waiver of subrogation endorsement as required by this written agreement in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. 1.3.3 Workers' Compensation and Employers' Liability ❑ Workers' Compensation Statutory ❑ Employers' Liability ❑ Each Accident $1,000,000 ❑ Disease — Each Employee $1,000,000 ❑ Disease — Policy Limit $1,000,000 73 Page (Rev 06-05-15) d Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. e This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S. § 23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor). 1 .3.4 Technology Errors & Omissions Insurance ❑ Each Claim $2,000,000 ❑ Annual Aggregate $2,000,000 f. Such insurance shall cover any, and all errors, omissions, or negligent acts in the delivery of products, services, and/or licensed programs under this contract. g Coverage shall include or shall not exclude settlement and/or defense of claims involving intellectual property, including but not limited to patent or copyright infringement. h. In the event that the Tech E&O insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years, beginning at the time work under this Contract is completed. 1.3.5 Media Liability Coverage ❑ Each Claim $2,000,000 ❑ Annual Aggregate $2,000,000 i. Such insurance shall cover any and all errors and omissions or negligent acts in the production of content, including but not limited to plagiarism, defamation, libel, slander, false advertising, invasion of privacy, and infringement of copyright, title, slogan, trademark, service mark and trade dress. j. In the event that the Media Liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained, or an extended discovery period will be 74 I r1a(le (Rev 06 05-15) exercised for a period of two (2) years beginning at the time work under this Contract is completed. 1.4 Additional Insurance Requirements The policies shall include, or be endorsed to include, as required by this written agreement, the following provisions: 1.4.1 The Contractor's policies, as applicable, shall stipulate that the insurance afforded the Contractor shall be primary and that any insurance carried by the Department, its agents, officials, employees or the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41- 621 (E). 1.4.2 Insurance provided by the Contractor shall not limit the Contractor's liability assumed under the indemnification provisions of this Contract 1.5 Notice of Cancellation Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor's insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to (State Representative's Name, Address & Fax Number). 1.6 Acceptability of Insurers Contractor's insurance shall be placed with companies licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall have an "A.M. Best" rating of not less than A- VII. The State of Arizona in no way warrants that the above- required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. 1.7 Verification of Coverage Contractor shall furnish the State of Arizona with certificates of insurance (valid ACORD form or equivalent approved by the State of Arizona) as required by this Contract. An authorized representative of the insurer shall sign the certificates. 75 I Page (Rev 06-05-15) 1.7.1 All certificates and endorsements, as required by thiswritten agreement, are to be received and approved by the State of Arizona before work commences. Each insurance policy required by this Contract must be in effect at, or prior to, commencement of work under this Contract. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal, is a material breach of contract. 1.7.2 All certificates required by this Contract shall be sentdirectly to the Department. The State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time. 1.8 Subcontractors Contractor's certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall be responsible for ensuring and/or verifying that all subcontractors have valid and collectable insurance as evidenced by the certificates of insurance and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum Insurance Requirements identified above. The Department reserves the right to require, at any time throughout the life of this contract, proof from the Contractor that its subcontractors have the required coverage. 1.9 Approval and Modifications The Contracting Agency, in consultation with State Risk, reserves the right to review or make modifications to the insurance limits, required coverages, or endorsements throughout the life of this contract, as deemed necessary. Such action will not require a formal Contract amendment but may be made by administrative action. 1.10 Exceptions In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance Requirements shall not apply. Such public entity shall provide a certificate of self-insurance. If the Contractor or subcontractor(s) is/are a State of Arizona agency, board, commission, or university, none of the above shall apply. P. Data Privacy/Security Incident Management 76 r::,age (I<s;v 06-(]5..15) Contractor and its agents shall cooperate and collaborate with appropriate State personnel to identify and respond to an information security or data privacy incident, including a security breach. 1. Threat of Security Breach Contractor(s) agrees to notify the State Chief Information Officer (CIO), the State Chief Information Security Officer (CISO) and other key personnel as identified by the State of any perceived threats placing the supported infrastructure and/or applications in danger of breach of security. The speed of notice shall be at least commensurate with the level of threat, as perceived by the Contractor(s). The State agrees to provide contact information for the State CIO, CISO and key personnel to the Contractor(s). 2 Discovery of Security Breach Contractor agrees to immediately notify the State CIO, the CISO and key personnel as identified by the State of a discovered breach of security. The State agrees to provide contact information for the State CIO, the CISO and key personnel. Q. Access Constraints and Requirements Contractor access to State facilities and resources shall be properly authorized by State personnel, based on business need and will be restricted to least possible privilege. Upon approval of access privileges, the Contractor shall maintain strict adherence to all policies, standards, and procedures. Policies/ Standards, ADOA/ASET Policies / Procedures, and Arizona Revised Statues (A.R.S.) §28-447, §28-449, §38-421 , §13-2408, §13-2316,§41-770. Failure of the Contractor, its agents or subcontractors to comply with policies, standards, and procedures including any person who commits an unlawful breach or harmful access (physical or virtual) will be subject to prosecution under all applicable state and / or federal laws. Any and all recovery or reconstruction costs or other liabilities associated with an unlawful breach or harmful access shall be paid by the Contractor. R. Compliance Requirements for A.R.S. §41-4401, Government Procurement: E- Verify Requirement 1. The Contractor warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. § 23-214, Subsection A. (That subsection reads: "After December 31 , 2007, every employer, after hiring an employee, shall verify the employment eligibility of the employee through the E-Verify program.) 2. A breach of a warranty regarding compliance with immigration laws and regulations shall be deemed a material breach of the Contract and the 77 i Page (Rev 06-05-15) Contractor may be subject to penalties up to and including termination of the Contract. 3. Failure to comply with a State audit process to randomly verify the employment records of Contractors and subcontractors shall be deemed a material breach of the Contract and the Contractor may be subject to penalties up to and including termination of the Contract. 4. The State Agency retains the legal right to inspect the papers of any employee who works on the Contract to ensure that the Contractor or subcontractor is complying with the warranty under paragraph One (1). 7.2 State of Arizona Uniform Terms and Conditions 1. Definition of Terms As used in this Solicitation and any resulting Contract, the terms listed below are defined as follows: 1.1. "Attachment" means any item the Solicitation requires the Offeror to submit as part of the Offer. 1.2. "Contract" means the combination of the Solicitation, including the Uniform and Special Instructions to Offerors, the Uniform and Special Terms and Conditions, and the Specifications and Statement or Scope of Work; the Offer and any Best and Final Offers; and any Solicitation Amendments or Contract Amendments. 1.3. "Contract Amendment" means a written document signed by the Procurement Officer that is issued for the purpose of making changes in the Contract. 1.4. "Contractor' means any person who has a Contract with the State. 1.5, "Days" means calendar days unless otherwise specified. 1.6. "Exhibit" means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the Solicitation. 1.7. "Gratuity" means a payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received. 1.8. "Materials" means all property, including equipment, supplies, printing, insurance and leases of property but does not include land, a permanent interest in land or real property or leasing space. 78 ( Page (Flev 06-45-15) 1.9. "Procurement Officer" means the person, or his or her designee, duly authorized by the State to enter into and administer Contracts and make written determinations with respect to the Contract. 1.10. "Services" means the furnishing of labor, time or effort by a contractor or subcontractor which does not involve the delivery of a specific end product other than required reports and performance, but does not include employment agreements or collective bargaining agreements. 1.11. "Subcontract" means any Contract, express or implied, between the Contractor and another party or between a subcontractor and another party delegating or assigning, in whole or in part, the making or furnishing of any material or any service required for the performance of the Contract. 1.12. "State" means the State of Arizona and Department or Agency of the State that executes the Contract. 1.13. "State Fiscal Year" means the period beginning with July 1 and ending June 30. 2. Contract Interpretation 2.1. Arizona Law. The Arizona law applies to this Contract including,where applicable, the Uniform Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona Revised Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code (A.A.C.) Title 2, Chapter 7. 2.2. Implied Contract Terms. Each provision of law and any terms required by law to be in this Contract are a part of this Contract as if fully stated in it. 2.3. Contract Order of Precedence. In the event of a conflict in the provisions of the Contract, as accepted by the State and as they may be amended, the following shall prevail in the order set forth below: 2.3.1. Special Terms and Conditions; 2.3.2 Uniform Terms and Conditions; 2.3.3. Statement or Scope of Work; 2.3.4. Specifications; 2.3.5. Attachments; 2.3.6. Exhibits; 2.3.7. Documents referenced or included in the Solicitation. 2.4. Relationship of Parties. The Contractor under this Contract is an independent Contractor. Neither party to this Contract shall be deemed to be the employee or agent of the other party to the Contract. 79 Page (Rev 06-05-15) 2.5. Severability. The provisions of this Contract are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition of the Contract. 2.6. No Parole Evidence. This Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this document and no other understanding either oral or in writing shall be binding. 2.T No Waiver. Either party's failure to insist on strict performance of any term or condition of the Contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it. 3. Contract Administration and Operation 3.1. Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require each subcontractor to retain all data and other "records" relating to the acquisition and performance of the Contract for a period of five years after the completion of the Contract. All records shall be subject to inspection and audit by the State at reasonable times. Upon request, the Contractor shall produce a legible copy of any or all such records. 3.2. Non-Discrimination. The Contractor shall comply with State Executive Order No. 2009-09 and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act. 3.3. Audit. Pursuant to ARS § 35-214, at any time during the term of this Contract and five (5) years thereafter, the Contractor's or any subcontractor's books and records shall be subject to audit by the State and, where applicable, the Federal Government, to the extent that the books and records relate to the performance of the Contract or Subcontract. 3.4. Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its facilities, subcontractor facilities and the Contractor's processes or services, at reasonable times for inspection of the facilities or materials covered under this Contract. The State shall also have the right to test, at its own cost, the materials to be supplied under this Contract. Neither inspection of the Contractor's facilities nor materials testing shall constitute final acceptance of the materials or services. If the State determines non-compliance of the materials, the Contractor shall be responsible for the payment of all costs incurred by the State for testing and inspection. 80 Page (Rcv 06-05-15) 3.5. Notices. Notices to the Contractor required by this Contract shall be made by the State to the person indicated on the Offer and Acceptance form submitted by the Contractor unless otherwise stated in the Contract. Notices to the State required by the Contract shall be made by the Contractor to the Solicitation Contact Person indicated on the Solicitation cover sheet, unless otherwise stated in the Contract. An authorized Procurement Officer and an authorized Contractor representative may change their respective person to whom notice shall be given by written notice to the other and an amendment to the Contract shall not be necessary. 3.6. Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertise or promote information for commercial benefit concerning this Contract without the prior written approval of the Procurement Officer. 3.7. Property of the State. Any materials, including reports, computer programs and other deliverables, created under this Contract are the sole property of the State. The Contractor is not entitled to a patent or copyright on those materials and may not transfer the patent or copyright to anyone else. The Contractor shall not use or release these materials without the prior written consent of the State. 3.8. Ownership of Intellectual Property. Any and all intellectual property, including but not limited to copyright, invention, trademark, trade name, service mark, and/or trade secrets created or conceived pursuant to or as a result of this contract and any related subcontract ('Intellectual Property"), shall be work made for hire and the State shall be considered the creator of such Intellectual Property. The agency, department, division, board or commission of the State of Arizona requesting the issuance of this contract shall own (for and on behalf of the State) the entire right, title and interest to the Intellectual Property throughout the world. Contractor shall notify the State, within thirty (30) days, of the creation of any Intellectual Property by it or its subcontractor(s). Contractor, on behalf of itself and any subcontractor(s), agrees to execute any and all document(s) necessary to assure ownership of the Intellectual Property vests in the State and shall take no affirmative actions that might have the effect of vesting all or part of the Intellectual Property in any entity other than the State. The Intellectual Property shall not be disclosed by contractor or its subcontractor(s) to any entity not the State without the express written authorization of the agency, department, division, board or commission of the State of Arizona requesting the issuance of this contract. 3.9, Federal Immigration and Nationality Act. The contractor shall comply with all federal, state and local immigration laws and regulations relating 81 Page (Rev 06-05-15) to the immigration status of their employees during the term of the contract. Further, the contractor shall flow down this requirement to all subcontractors utilized during the term of the contract. The State shall retain the right to perform random audits of contractor and subcontractor records or to inspect papers of any employee thereof to ensure compliance. Should the State determine that the contractor and/or any subcontractors be found noncompliant, the State may pursue all remedies allowed by law, including, but not limited to; suspension of work, termination of the contract for default and suspension and/or debarment of the contractor. 3.10 E-Verify Requirements. In accordance with A.R.S. § 41-4401, Contractor warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. § 23-214, Subsection A. 3.11 Offshore Performance of Work Prohibited. Any services that are described in the specifications or scope of work that directly serve the State of Arizona or its clients and involve access to secure or sensitive data or personal client data shall be performed within the defined territories of the United States. Unless specifically stated otherwise in the specifications, this paragraph does not apply to indirect or 'overhead' services, redundant back-up services or services that are incidental to the performance of the contract. This provision applies to work performed by subcontractors at all tiers. 4. Costs and Payments 4.1. Payments. Payments shall comply with the requirements of A.R.S. Titles 35 and 41 , Net 30 days. Upon receipt and acceptance of goods or services, the Contractor shall submit a complete and accurate invoice for payment from the State within thirty (30) days. 4.2. Delivery. Unless stated otherwise in the Contract, all prices shall be F.O.B. Destination and shall include all freight delivery and unloading at the destination. 4.3. Applicable Taxes. 4.3.1. Payment of Taxes. The Contractor shall be responsible for paying all applicable taxes. 4.3.2. State and Local Transaction Privilege Taxes. The State of Arizona is subject to all applicable state and local transaction privilege taxes. Transaction privilege taxes apply to the sale and are the responsibility of the seller to remit. Failure to collect such taxes from the buyer does not relieve the seller from its obligation to remit taxes. 82 I Page (F?av 06 05 '15) 4.3.3. Tax Indemnification. Contractor and all subcontractors shall pay all Federal, state and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold the State harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker's Compensation. 4.3.4. IRS W9 Form. In order to receive payment, the Contractor shall have a current I.R.S. W9 Form on file with the State of Arizona, unless not required by law. 4.4. Availability of Funds for the Next State fiscal year. Funds may not presently be available for performance under this Contract beyond the current state fiscal year. No legal liability on the part of the State for any payment may arise under this Contract beyond the current state fiscal year until funds are made available for performance of this Contract. 4.5. Availability of Funds for the current State fiscal year. Should the State Legislature enter back into session and reduce the appropriations or for any reason and these goods or services are not funded, the State may take any of the following actions: 4.5.1. Accept a decrease in price offered by the contractor; 4.5.2. Cancel the Contract; or 4.5.3. Cancel the contract and re-solicit the requirements. 5. Contract Changes 5.1. Amendments, This Contract is issued under the authority of the Procurement Officer who signed this Contract. The Contract may be modified only through a Contract Amendment within the scope of the Contract. Changes to the Contract, including the addition of work or materials, the revision of payment terms, or the substitution of work or materials, directed by a person who is not specifically authorized by the procurement officer in writing or made unilaterally by the Contractor are violations of the Contract and of applicable law. Such changes, including unauthorized written Contract Amendments shall be void and without effect, and the Contractor shall not be entitled to any claim under this Contract based on those changes. 5.2, Subcontracts. The Contractor shall not enter into any Subcontract under this Contract for the performance of this contract without the advance written approval of the Procurement Officer. The Contractor shall clearly list any proposed subcontractors and the subcontractor's 83 Page (P,ev 06-05-15) proposed responsibilities. The Subcontract shall incorporate by reference the terms and conditions of this Contract. 5.3. Assignment and Delegation. The Contractor shall not assign any right nor delegate any duty under this Contract without the prior written approval of the Procurement Officer. The State shall not unreasonably withhold approval. 6. Risk and Liability 6.1. Risk of Loss: The Contractor shall bear all loss of conforming material covered under this Contract until received by authorized personnel at the location designated in the purchase order or Contract. Mere receipt does not constitute final acceptance. The risk of loss for nonconforming materials shall remain with the Contractor regardless of receipt. 6.2. Indemnification 6.2.1. Contractor/Vendor Indemnification (Not Public Agency) The parties to this contract agree that the State of Arizona, its departments, agencies, boards and commissions shall be indemnified and held harmless by the contractor for the vicarious liability of the State as a result of entering into this contract. However, the parties further agree that the State of Arizona, its departments, agencies, boards and commissions shall be responsible for its own negligence. Each party to this contract is responsible for its own negligence. 6.2.2. Public Agency Language Only Each party (as 'indemnitor') agrees to indemnify, defend, and hold harmless the other party (as 'indemnitee') from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as 'claims') arising out of bodily injury of any person (including death) or property damage but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers." 6.3, Indemnification - Patent and Copyright. The Contractor shall indemnify and hold harmless the State against any liability, including costs and expenses, for infringement of any patent, trademark or copyright arising out of Contract performance or use by the State of materials furnished or work performed under this Contract. The State shall reasonably notify the Contractor of any claim for which it may be liable under this paragraph. If the contractor is insured pursuant to A.R.S. § 41-621 and § 35-154, this section shall not apply. 84 ( Page (Rev 06-05-15) 6.4. Force Majeure. 6.4.1 Except for payment of sums due, neither party shall be liable to the other nor deemed in default under this Contract if and to the extent that such party's performance of this Contract is prevented by reason of force majeure. The term "force majeure" means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence. Without limiting the foregoing, force majeure includes acts of God; acts of the public enemy, war; riots; strikes; mobilization; labor disputes; civil disorders; fire; flood, lockouts; injunctions- intervention-acts; or failures or refusals to act by government authority, and other similar occurrences beyond the control of the party declaring force majeure which such party is unable to prevent by exercising reasonable diligence. 6.4.2. Force Majeure shall not include the following occurrences: 6.4.2.1. Late delivery of equipment or materials caused by congestion at a manufacturer's plant or elsewhere, or an oversold condition of the market; 6.4.2.2. Late performance by a subcontractor unless the delay arises out of a force majeure occurrence in accordance with this force majeure term and condition; or 6.4.2.3. Inability of either the Contractor or any subcontractor to acquire or maintain any required insurance, bonds, licenses or permits. 6,4.3. If either party is delayed at any time in the progress of the work by force majeure, the delayed party shall notify the other party in writing of such delay, as soon as is practicable and no later than the following working day, of the commencement thereof and shall specify the causes of such delay in such notice. Such notice shall be delivered or mailed certified-return receipt and shall make a specific reference to this article, thereby invoking its provisions. The delayed party shall cause such delay to cease as soon as practicable and shall notify the other party in writing when it has done so. The time of completion shall be extended by Contract Amendment for a period of time equal to the time that results or effects of such delay prevent the delayed party from performing in accordance with this Contract. 6.4.4. Any delay or failure in performance by either party hereto shall not constitute default hereunder or give rise to any claim for damages or loss of anticipated profits if, and to the extent that such delay or failure is caused by force majeure. 85 Rage (Rev 06-05-15) 6.5. Third Party Antitrust Violations. The Contractor assigns to the State any claim for overcharges resulting from antitrust violations to the extent that those violations concern materials or services supplied by third parties to the Contractor, toward fulfillment of this Contract. 7. Warranties 7.1. Liens. The Contractor warrants that the materials supplied under this Contract are free of liens and shall remain free of liens. 7.2, Quality. Unless otherwise modified elsewhere in these terms and conditions, the Contractor warrants that, for one year after acceptance by the State of the materials, they shall be: 7.2.1. Of a quality to pass without objection in the trade under the Contract description; 7.2.2. Fit for the intended purposes for which the materials are used; 7,2.3. Within the variations permitted by the Contract and are of even kind, quantity, and quality within each unit and among all units; 7.2.4. Adequately contained, packaged and marked as the Contract may require; and 7.2.5. Conform to the written promises or affirmations of fact made by the Contractor. 7.3. Fitness. The Contractor warrants that any material supplied to the State shall fully conform to all requirements of the Contract and all representations of the Contractor, and shall be fit for all purposes and uses required by the Contract. 7.4. Inspection/Testing. The warranties set forth in subparagraphs 7.1 through 7.3 of this paragraph are not affected by inspection or testing of or payment for the materials by the State. 7.5. Compliance with Applicable Laws. The materials and services supplied under this Contract shall comply with all applicable Federal, state and local laws, and the Contractor shall maintain all applicable license and permit requirements. 7.6. Survival of Rights and Obligations after Contract Expiration or Termination. 7.6.1, Contractor's Representations and Warranties. All representations and warranties made by the Contractor under this Contract shall survive the expiration or termination hereof. In addition, the parties hereto acknowledge that pursuant to A.R.S. § 12-510, except as provided in A.R.S. § 12-529, the State is not subject to or barred by any limitations of actions prescribed in A.R.S., Title 12, Chapter 5. 86 ( Pag€'. (RF,=v 06-05 15) 7.6.2. Purchase Orders. The Contractor shall, in accordance with all terms and conditions of the Contract, fully perform and shall be obligated to comply with all purchase orders received by the Contractor prior to the expiration or termination hereof, unless otherwise directed in writing by the Procurement Officer, including, without limitation, all purchase orders received prior to but not fully performed and satisfied at the expiration or termination of this Contract. B. State's Contractual Remedies 8.1. Right to Assurance. If the State in good faith has reason to believe that the Contractor does not intend to, or is unable to perform or continue performing under this Contract, the Procurement Officer may demand in writing that the Contractor give a written assurance of intent to perform. Failure by the Contractor to provide written assurance within the number of Days specified in the demand may, at the State's option, be the basis for terminating the Contract under the Uniform Terms and Conditions or other rights and remedies available by law or provided by the contract. 8.2. Stop Work Order, 8.2.1. The State may, at any time, by written order to the Contractor, require the Contractor to stop all or any part, of the work called for by this Contract for period(s) of days indicated by the State after the order is delivered to the Contractor. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. 8.2.2. If a stop work order issued under this clause is canceled or the period of the order or any extension expires, the Contractor shall resume work. The Procurement Officer shall make an equitable adjustment in the delivery schedule or Contract price, or both, and the Contract shall be amended in writing accordingly. 8.3. Non-exclusive Remedies. The rights and the remedies of the State under this Contract are not exclusive. 8.4. Nonconforming Tender. Materials or services supplied under this Contract shall fully comply with the Contract. The delivery of materials or services or a portion of the materials or services that do not fully comply constitutes a breach of contract. On delivery of nonconforming materials or services, the State may terminate the Contract for default under applicable termination clauses in the Contract, exercise any of its 87 Page (Rev 06-05-15) rights and remedies under the Uniform Commercial Code, or pursue any other right or remedy available to it. 8.5. Right of Offset. The State shall be entitled to offset against any sums due the Contractor, any expenses or costs incurred by the State, or damages assessed by the State concerning the Contractor's non- conforming performance or failure to perform the Contract, including expenses, costs and damages described in the Uniform Terms and Conditions. 9. Contract Termination 9.1. Cancellation for Conflict of Interest. Pursuant to A.R.S. § 38-511, the State may cancel this Contract within three (3) years after Contract execution without penalty or further obligation if any person significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the State is or becomes at any time while the Contract or an extension of the Contract is in effect an employee of or a consultant to any other party to this Contract with respect to the subject matter of the Contract. The cancellation shall be effective when the Contractor receives written notice of the cancellation unless the notice specifies a later time. If the Contractor is a political subdivision of the State, it may also cancel this Contract as provided in A.R.S. § 38-511. 9.2. Gratuities. The State may, by written notice, terminate this Contract, in whole or in part, if the State determines that employment or a Gratuity was offered or made by the Contractor or a representative of the Contractor to any officer or employee of the State for the purpose of influencing the outcome of the procurement or securing the Contract, an amendment to the Contract, or favorable treatment concerning the Contract, including the making of any determination or decision about contract performance. The State, in addition to any other rights or remedies, shall be entitled to recover exemplary damages in the amount of three times the value of the Gratuity offered by the Contractor. 9.3, Suspension or Debarment. The State may, by written notice to the Contractor, immediately terminate this Contract if the State determines that the Contractor has been debarred, suspended or otherwise lawfully prohibited from participating in any public procurement activity, including but not limited to, being disapproved as a subcontractor of any public procurement unit or other governmental body. Submittal of an offer or execution of a contract shall attest that the contractor is not currently suspended or debarred. If the contractor becomes suspended or debarred, the contractor shall immediately notify the State. 88 Rage (Rev 06-05-15) 9.4, Termination for Convenience. The State reserves the right to terminate the Contract, in whole or in part at any time when in the best interest of the State, without penalty or recourse. Upon receipt of the written notice, the Contractor shall stop all work, as directed in the notice, notify all subcontractors of the effective date of the termination and minimize all further costs to the State. In the event of termination under this paragraph, all documents, data and reports prepared by the Contractor under the Contract shall become the property of and be delivered to the State upon demand. The Contractor shall be entitled to receive just and equitable compensation for work in progress, work completed and materials accepted before the effective date of the termination. The cost principles and procedures provided in A.A.C. R2-7-701 shall apply. 9.5. Termination for Default. 9.5.1. In addition to the rights reserved in the contract, the State may terminate the Contract in whole or in part due to the failure of the Contractor to comply with any term or condition of the Contract, to acquire and maintain all required insurance policies, bonds, licenses and permits, or to make satisfactory progress in performing the Contract. The Procurement Officer shall provide written notice of the termination and the reasons for it to the Contractor. 9.5.2. Upon termination under this paragraph, all goods, materials, documents, data and reports prepared by the Contractor under the Contract shall become the property of and be delivered to the State on demand. 9.5.3. The State may, upon termination of this Contract, procure, on terms and in the manner that it deems appropriate, materials or services to replace those under this Contract. The Contractor shall be liable to the State for any excess costs incurred by the State in procuring materials or services in substitution for those due from the Contractor. 9.6, Continuation of Performance through Termination. The Contractor shall continue to perform, in accordance with the requirements of the Contract, up to the date of termination, as directed in the termination notice. 10. Contract Claims All contract claims or controversies under this Contract shall be resolved according to A.R.S. Title 41, Chapter 23, Article 9, and rules adopted thereunder. 11. Arbitration 89 1 Page (Rev 06-05-15) The parties to this Contract agree to resolve all disputes arising out of or relating to this contract through arbitration, after exhausting applicable administrative review, to the extent required by A.R.S. §12-1518, except as may be required by other applicable statutes (Title 41). 12. Comments Welcome The State Procurement Office periodically reviews the Uniform Terms and Conditions and welcomes any comments you may have. Please submit your comments to: State Procurement Administrator, State Procurement Office, 100 North 15th Avenue, Suite 201, Phoenix, Arizona, 85007. 90 1 Page (Rev 06 65-'15) GOVERNMENT PRODUCT LEASE AGREEMENT 5. Delivery and Location of Products. The Products will be delivered to You at the installation address specified on the In this Government Product Lease Agreement (the "Lease"), Order Form ("Installation Address') or, if no such location is the words "You" and "Your" mean the lessee, which is the specified, to Your billing address. Your acceptance of the entity that is identified as the Customer on the Government Products occurs upon delivery of the Products. You shall not Product Lease Agreement Order Form ("Order Form"). "We," remove the Products from the Installation Address unless You "Us" and "Our` mean the lessor, MailFinance Inc. "Supplier" first get Our written permission to do so. refers to either Neopost USA Inc., or any other third party 6. Ownership, Use, and Maintenance of Products. We that has manufactured, or is providing services related to, the will own and have title to the Products during the Lease. You Products. agree that the Products are and shall remain Our personal 1. Lease of Products. THIS LEASE IS UNCONDITIONAL property. You authorize Us to record (and amend, if AND NON-CANCELABLE (except as provided in Section 24, appropriate) a UCC financing statement to protect Our below) during the Initial Term (as defined below). You agree interests. You represent that the Products will be used solely to lease from Us the equipment, embedded software, for commercial purposes and not for personal, family or Software, services and other products listed on the Order household purposes. At Your own cost,You agree to maintain Form, together with all existing accessories, embedded the Products in accordance with the applicable operation software programs, attachments, replacements, updates, manuals and to keep the Products in good working order, additions and repairs, (collectively the "Products") upon the ordinary wear and tear excepted. terms stated herein. For the avoidance of doubt, postage 7. Assignment of Supplier's Warranties. We hereby meters for use in mailing machines are excluded from the assign to You any warranties relating to the Products that We definition of Products. The term "Software" means any may have received from the Supplier. software that is subject to this Lease, other than software S. Relationship of the Parties. You agree that You, not programs that are embedded in the hardware. Software is We, selected the Products and the Supplier, and that We are subject to the additional terms as may be provided by the a separate company from the Supplier and that the Supplier Supplier. is not Our agent. IF YOU ARE A PARTY TO ANY POSTAGE 2. Promise to Pay. You promise to pay to Us the lease METER RENTAL, MAINTENANCE, SERVICE, SUPPLIES OR payment shown on the Order Form ("Lease Payment') in OTHER CONTRACT WITH ANY SUPPLIER, WE ARE NOT A accordance with the payment schedule set forth thereon, plus PARTY THERETO, AND SUCH CONTRACT IS NOT PART OF all other amounts stated in this Lease. THIS LEASE (EVEN THOUGH WE MAY, AS A CONVENIENCE TO 3. Initial Term- Renewal. YOU AND THE SUPPLIER, BILL AND COLLECT MONIES OWED 3.1 FMV Lease. The Initial Term of this Lease BY YOU TO THEM). will begin on the date the Products are installed and will 9. Default. You will be in default under this Lease if You continue for the number of months shown on the applicable fail to pay any amount within ten (10) days of the due date or Order Form ("Initial Term"). Unless You have opted for an fail to perform or observe any other obligation in this Lease. LTOP Lease as described in Section 23, You must notify Us in If You default, We may, without notice to You, do any one or writing at least thirty (30) days before the end of the Initial more of the following, at Our option, concurrently or Term that You intend to either: (i) return the Products at the separately: (A) cancel this Lease; (B) require You to return end of the Initial Term; or (n) purchase the Products pursuant the Products pursuant to Section 12 below; (C) take to Section 22. If You have not opted for an LTOP lease and possession of and/or render the Products unusable, and for You fail to give us such notice, then this Lease will such purposes You hereby authorize Us and Our designees to automatically renew for consecutive periods of one (1) month enter Your premises, with prior reasonable notice or other each (each a "Renewal Period"). The amount You pay for the process of law; and (D) require You to pay to Us, on demand Products will remain unchanged during each Renewal Period. as liquidated damages and not as a penalty, an amount equal We will not notify You that the Initial Term or any Renewal to the sum of: (i) all Lease Payments and other amounts then Period is ending. You may terminate this Lease at the due and past due; (ii) all remaining Lease Payments for the conclusion of any Renewal Period by giving Us thirty (30) then-current term, together with any taxes due or to become days prior written notice of Your intent to do so. If You notify due during such term (which You agree is a reasonable Us in writing that You intend to terminate the Lease, as set estimate of Our damages); and (iii) in the event that You forth above, You shall either return the Products pursuant to failed to promptly return the Products to Us, an amount equal Section 12 of this Lease or purchase the products pursuant to to the remaining value of the Products at the end of the then- Section 22. current term, as reasonably determined by Us. To the extent 3.2 LTOP Lease. If you have opted for an allowable by law, You shall also pay all Our costs in enforcing LTOP Lease as described in Section 23, then the term of this Our rights under this Lease, including reasonable attorneys' Lease will begin on the date the Products are installed and will fees and expenses that We incur to take possession, store, continue for the number of months shown on the applicable repair, or dispose of the Products, as well as any other Order Form ("Initial Term"). At the conclusion of the Initial expenses that We may incur to collect amounts owed to Us. Term of an LTOP Lease, we shall: (i) transfer title of all We are not required to re-lease or sell the Products if We hardware Products to You as set forth in Section 23; and (it) repossess them. These remedies shall be cumulative and not Your license to use any Software Products shall continue exclusive, and shall be in addition to any and all other without the need to make any further license payments to Us. remedies available to Us. 4. Payments. Lease Payments, and other charges 10. Finance Lease. You agree that this Lease is a "finance provided for herein, are payable in arrears periodically as lease" as defined in Article 2A of the Uniform Commercial stated on the Order Form. You agree to make Lease Code ("UCC"). To the extent permitted by law, You hereby Payments to Us at the address specified on Our invoices, or at waive any and all rights and remedies conferred upon You any other place designated by Us within thirty (30) days of under UCC Sections 2A-303 and 2A-508 through 2A-522, or the date of Our invoice. any similar laws. Page 1 of 6 Direct Sales Government Product Lease Version. DirectGovLease-VD4-16 11. Loss; Doamage; Insurance. You shall (i) bear the risk 18. Severability. In the event any provision of this of loss and damage to the Product(s) during the Initial Term Lease shall be deemed to be Invalid, illegal or unenforceable, and any Renewal Period; and (u) keep the Product(s) insured, the validity, legality and enforceability of the remaining at Your expense, against all risks of loss and damage in an provisions shall not in any way be affected or impaired amount at least equal to its full replacement cost. thereby. The parties agree to replace any invalid provision 12. Return of Products. Unless You take title to the with a valid provision, which most closely approximates the tangible Products pursuant to Section 22 or Section 23, then intent and economic effect of the invalid provision. You are required to return such Products under this Lease. In 19. Waiver or Delay. A waiver of any default hereunder such a case, at the end of the Lease, You shall, after receiving or of any term or condition of this Lease shall not be deemed an Equipment Return Authorization ("ERA") number from Us, to be a continuing waiver or a waiver of any other default or promptly send the Products, at Your expense plus shipping any other term or condition, but shall apply solely to the and handling costs, to any location(s) that We designate in instance to which such waiver is directed. We may accept the contiguous United States. The Products must be properly late payments, partial payments, checks, or money orders packed for shipment with the ERA number clearly visible, marked "payment in full," or with a similar notation, without freight prepaid and fully insured, and must be received in compromising any rights under this Lease, good condition, less normal wear and tear. 20. Survival of Obligations. Your obligations under this 13. Assignment. YOU SHALL NOT SELL, TRANSFER, Lease shall survive any expiration or termination of any ASSIGN, SUBLEASE, PLEDGE OR OTHERWISE government procurement contract that may be related to it. ENCUMBER (COLLECTIVELY, "TRANSFER") THE Any obligations and duties which by their nature extend PRODUCTS OR THIS LEASE IN WHOLE OR IN PART. beyond the expiration or termination of this Lease shall 14. Disclaimer of Warranties. WE MAKE NO survive the expiration or termination of this Lease. REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS 21. Choice of Law; Venue; and Attorney's Fees. This OR IMPLIED, REGARDING ANY MATTER WHATSOEVER, Lease shall be governed under the laws of the State of INCLUDING, BUT NOT LIMITED TO, THE SUITABILITY OF THE Connecticut, without regard to conflicts of law, and PRODUCT(S), ITS CONDITION, ITS MERCHANTABILITY, ITS jurisdiction shall lie exclusively in a court of competent FITNESS FOR A PARTICULAR PURPOSE, ITS FREEDOM FROM jurisdiction in New Haven County, Connecticut. In any INFRINGEMENT, OR OTHERWISE. WE PROVIDE THE litigation or other proceeding by which one party either seeks PRODUCTS TO YOU 'SAS IS," -WHERE IS" AND "WITH ALL to enforce its rights under this Lease (whether in contract, FAULTS." tort, or both) or seeks a declaration of any rights or 15. Limitation of Liability. WE SHALL NOT BE LIABLE TO obligations under this Lease, to the extent allowable by law, YOU AND YOU SHALL NOT MAKE A CLAIM AGAINST US FOR the prevailing party shall be awarded its reasonable attorney ANY LOSS, DAMAGE (INCLUDING INCIDENTAL, fees, and costs and expenses incurred. CONSEQUENTIAL OR PUNITIVE DAMAGES), OR EXPENSE OF 22. FMV Leases. If this Lease is a fair market value ANY KIND ARISING DIRECTLY OR INDIRECTLY FROM THE lease, as indicated by the lease rate that has been used by Us DELIVERY, INSTALLATION, USE, RETURN, LOSS OF USE, to calculate Your Lease Payment then, unless You are in DEFECT, MALFUNCTION, OR ANY OTHER MATTER RELATING default, You may elect to purchase the hardware Products at TO THE PRODUCTS (COLLECTIVELY, "PRODUCT MATTERS'). the end of this Lease on an"as is, where is"basis for their fair NOTWITHSTANDING ANY OTHER PROVISION OF THIS LEASE, market value, as reasonably determined by Us. In the event EXCEPT FOR DIRECT DAMAGES RESULTING FROM PERSONAL that You elect to do so, You must give us sixty (60) days prior INJURY OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY written notice of Your election to purchase such Products. OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE 23. LTOP Leases. If this Lease is a lease to purchase, as MAXIMUM OUR LIABILITY TO YOU FOR DAMAGES indicated by the lease rate that has been used by Us to HEREUNDER SHALL NOT EXCEED THE TOTAL OF THE calculate Your Lease Payments then, at the end of the Initial AMOUNTS PAID TO US HEREUNDER BY YOU. Term and after You have made all of the Lease Payments, We 16. Notice. All notices related to this Lease to Us shall transfer title to all hardware Products that are subject to shall be made by You, or an attorney representing You. this Lease to You on an "as is, where is" basis. Notice of non-renewal of this Lease shall be made as 24. Termination. outlined in Section 3 herein by calling 1-800-NEOPOST 24.1 Non-Appropriation. (636-7678). All other notices, requests and other communications hereunder shall be in writing and sent to: a. You warrant and represent that You intend MailFinance Inc., 478 Wheelers Farms Road, Milford, CT to enter into this Lease for at least the entire Initial Term and 06461 ("Notice Address"). Such notices shall be considered that You are doing so for an essential government purpose. given when: (i) delivered personally, or (ii) sent by You agree that, prior to the expiration of the Initial Term, you commercial overnight courier with written confirmation of shall not terminate this Lease in order to obtain the same or delivery. In the event that We do not accept Your offer to similar Products from another vendor. enter this Lease, then You have the right to a written b. You may terminate this Lease at the end of statement that specifies the reasons that Your offer was not Your current fiscal year, or at the end of any subsequent accepted. You can request such a statement by writing to Us fiscal year, if appropriated funds are not available to You for at the Notice Address. the Lease Payments that will be due in the next fiscal year. In 17. Integration. The Lease represents the final and the event of such a non-appropriation, then You shall provide only agreement between You and Us. There are no unwritten written notice to Us that states: oral agreements between You and Us. The Lease can be changed only by a written agreement between You and Us. Sufficient funds have not been and will not Any additional terms and conditions referenced on any be appropriated for the remaining payments Purchase Order shall be void and have no effect on this due under the Lease. I confirm that we will Lease. not replace the Products with similar Page 2 of 6 Direct Sales Government Product Lease Version: DirectGovLease-VO4-16 sue' equipment from any other party in the certificate. You agree that you will return the Postage Meter succeeding fiscal year. at the end of the Lease term and that You will do so in the manner set forth in Section 12 of the Lease. Furthermore, 24.2 Convenience. You may terminate this You agree that if you fail to return a postage meter within Lease at anytime and for any reason or for no reason thirty (30) days of receipt of the Equipment Return ("Termination for Convenience"); provided that You comply Authorization from Us, then You will pay a postage meter with the provisions of this paragraph. In the event of a replacement fee of one thousand dollars ($1,000). Termination for Convenience, You shall pay Us a termination 4. Postage Meter Maintenance, Inspections, and charge equal to the net present value of the periodic Location. We will keep the Postage Meter in good working payments remaining in the Initial Term or, if applicable, the condition during the term of this Rental Agreement. The then-current Renewal Term, discounted to the present value United States Postal Service regulations may require Us to at an interest rate equal to six percent (6%) per annum. periodically inspect the Postage Meter. You agree to Such amount must be received by Us within thirty (30) days cooperate with Us regarding such inspections. We may, from of the effective date of the termination. time to time, access and download information from Your 25. Additional Postage Meter Terms. If the Products Postage Meter to provide Us with information about Your require a postage meter, then You agree that Neopost USA's postage usage and We may share that information with Our Postage Meter Rental Agreement shall govern your rental of distributors and other third parties and You hereby authorize such postage meter. Us to do so. You agree to promptly update Us whenever there is any change in Your name, address, telephone number, the licensing post office, or the location of the Postage Meter. POSTAGE METER RENTAL AGREEMENT S. Postage Advances. We do not sell postage. In the event You require an emergency advance for postage, We, at 1. Incorporation of Certain Terms. Customer Our sole discretion, may advance You money to reset the acknowledges that: (i) it has entered a Government Product Postage Meter. If We do provide such an advance, You agree Lease Agreement with MailFinance Inc. (the "Lease"); and (ii) to repay Us within five (5) days from the time of such if the Products that are subject to the Lease includes a advance: (i) the amount of the emergency advance; and (ii) mailing machine, then the terms of this Postage Meter Rental the then-current advance fee. Agreement ("Rental Agreement") shall govern its rental of the 6. Default. In the event You fail to perform in accordance Postage Meter (as defined below) for such machine. Any with the terms set forth in this Rental Agreement, or any defined terms in the Lease shall have the same meanings in other Agreement with Us or any of Our affiliates, including, this Rental Agreement, except that "We," "Us," and "Our," but not limited to, MailFinance Inc., and Mailroom Finance, refers to Neopost USA Inc., and any reference to "Products" Inc., then We may, without notice: (i) repossess the Postage shall refer to the Postage Meter. Sections 11, 12 and 14 Meter(s); (ii) disable the Postage Meter, (iii) immediately through 26 of the Lease are hereby incorporated into this terminate this Rental Agreement; and (iv) pursue any Rental Agreement, except that any reference in those remedies available to Us at law or in equity. Furthermore, sections to the"Lease"refer to this Rental Agreement, upon the return of the Postage Meter, You hereby authorize 2. Provisions as to Use. You acknowledge that: (i) as Us to offset any amount of postage remaining in the Postage required by United States Postal Service ("USPS") regulations, Meter, prior to any refund to You, against any amount due to the postage meter(s) identified on the Order Form (the Us or any of Our affiliates. To the extend allowable by law, "Postage Meter") is being rented to You and that it is Our You shall also pay all of Our costs in enforcing Our rights property; (ii) the Postage Meter will be surrendered by You under this Rental Agreement, including reasonable attorneys' upon demand by Us; (in) You are responsible for the control fees and expenses that We incur to take possession, store, or and use of the Postage Meter; (iv) You will comply with all repair, the Postage Meter, as well as any other expenses that applicable laws regarding Your use or possession of the We may incur to collect amounts owed to Us. These remedies Postage Meter; (v) the use of the Postage Meter is subject to shall be cumulative and not exclusive, and shall be in addition the conditions established from time to time by the United to any and all other remedies available to Us. States Postal Service; and (vi) the Postage Meter is to be 7, Rate Updates. used only for generating an indicia to evidence the prepayment of postage and to account for postal funds. It is A. Maintenance of Postal Rates. It is Your sole a violation of Federal law to misuse or tamper with the responsibility to ensure that correct amounts are Postage Meter and, if You do so, We may terminate this applied as payment for mailing and shipping Rental Agreement upon notice to You. services. We shall not be responsible for returns for 3. Rental Fee, Term, and Taxes. The rental fee for the delivery delays, refusals, or any other problems caused by applying the incorrect rate to mail or Postage Meter rental during the Initial Term is included in the packages. Lease Payment. For each Renewal Term, You agree to pay Our then-current fee for the Postage Meter rental. The B. Rate Updates with Online Services. If the Order Postage Meter rental fee does not include the cost of Form indicates that You are enrolled in Our Online consumable supplies. The term of the rental shall be equal to Services program, then We will make available the term of the Lease and is NON-CANCELABLE. You agree to periodic updates for Your covered Products and/or pay all applicable taxes related to Your acquisition, Postage Meter, including updates to maintain possession, and/or use of the Postage Meter including all accurate USPS rates for the USPS services that are property taxes on the Postage Meter. Furthermore, You compatible with such Products or Postage Meter. agree to pay the applicable fee to cover Our expenses The rate updates that are offered with Our associated with the administration, billing and tracking of Online Services program are only available for such charges and taxes. Notwithstanding the foregoing, in products that are Integrated (as defined the event You are tax exempt, upon providing Us a certificate, below) into Your mailing machine. For the You will not be required to pay any taxes covered by such purposes of this section,"Integrated"means that the Page 3 of 6 Direct Sales Government Product Lease Version: DirectGovLease-VO4-16 covered hardware cannot properly operate on a $5,000 and an additional assessment of twice the stand-alone basis and it has been incorporated into amount falsely claimed may be imposed (3 U.S.C. the mail machine. Products that are not Integrated 3802). including, but not limited to, all Software and scales E. You further understand that the rules and regulations with "ST-77," or "SE" in the model number will not regarding use of this PES as documented in the USPS receive updated rates as part of Our Online Services Domestic Mail Manual may be updated from time to program (collectively"Excluded Products"). time by the USPS and it is Your obligation to comply C. Rate Updates with Rate Change Protection and with any current or future rules and regulations Software Advantage. If You have any of Our regarding its use. Excluded Products, You may have elected to F. You are responsible for immediately reporting (within purchase Rate Change Protection ("RCP") from Us for seventy-two hours or less) the theft or loss of the Your hardware products or Software Advantage for postage meter that is subject to this Rental Your Software. If the Order Form indicates that You Agreement. Failure to comply with this notification have selected RCP or Software Advantage, We will provision in a timely manner may result in the denial make available e the following updates for Your of refund of funds remaining on the postage meter at covered Products or Software: (i) updates to the time of the loss or theft. maintain accurate rates for the services offered by the USPS and other couriers that are compatible with NeoFunds®/TotalFunds® ACCOUNT AGREEMENT Your covered Products or Software; and (ii) updates for major zip or zone changes that are compatible with Your covered Products or Software. If any 1. Incorporation of Certain Terms. You acknowledge that reprogramming is required because You have moved You have entered a Government Product Lease Agreement the Products or Postage Meter to a new location, with MailFinance Inc, (the "Lease") and a Postage Meter none of the services described in this Section cover Rental Agreement with Neopost USA Inc. (the "Rental the cost to do so. If You have not selected RCP or Agreement"). If you have an eligible postage meter, then you Software Advantage, You agree that We may send will have access to a NeoFunds postage funding account (for You periodic rate updates as needed and You agree Neediest POC accounts) or a TotalFunds postage funding to either: (i) promptly pay the then-current price for account (for Hasler TMS accounts) and this such update; or (n) return the unused, update to Us NeoFunds/TotalFunds Account Agreement ("Account within ten (10) business days of receiving it. Agreement") shall govern Your use of such account. Any Customers with an outstanding Accounts Receivable defined terms in the Lease or Rental Agreement shall have balance may not receive a rate update until the open the same meanings in this NeoFunds Agreement, except that balance is resolved. "We," "Us," and "Our," refer to Mailroom Finance, Inc., an 8. United states postal service acknowledgement of affiliate of Neopost USA Inc. Sections 14 through 20 of the deposit requirement. By signing this Postage Meter Rental Lease are hereby Incorporated into this Account Agreement Agreement, You acknowledge and agree that You have read except that any reference in those sections to the "Lease" the United States Postal Service Acknowledgement of Deposit refers to this Account Agreement. (the "Acknowledgement") and will comply with its terms and 2. Establishment and Activation of Account. You conditions, as it may be amended from time to time. hereby authorize Us, to establish an account in Your name 9. Additional united states postal service terms. ("Account") for funding the purchase of postage from the United State Postal Service ("USPS") for use in the postage A. By signing this Postage Meter Rental Agreement, You meter. Your Account may also be used to purchase supplies, acknowledge that You are also entering into an pay for the Postage Meter rental, and obtain certain other Agreement with the United States Postal Service products and services from Neopost USA. The establishment ("USPS") in accordance with the Domestic Mail of Your Account shall be subject to Our approval of Your Manual ("DMM") 6C4.4, Postage Payment Methods, creditworthiness. Any use of the Account shall constitute Postage Meters and PC Postage Products Your acceptance of all the terms and conditions of this (collectively, "Postage Evidencing Systems"or"PES") Account Agreement and all other documents executed or and accept responsibility for control and use of the provided in connection with the Account. The Account may PES contained therein. not be used for personal, family, or household purposes. B. You also acknowledge You have read the DMM 3. Operation of Account. Each time an employee or 604.4, Postage Payment Methods, Postage Meters agent of Yours with the express, implied, or apparent and PC Postage Products (Postage Evidencing authority to do so (each an "Authorized User") uses the Systems) and agree to abide by all rules and Account to receive a postage meter reset or obtain other regulations governing its use. products or services that Neopost USA Inc. is authorized to C. Failure to comply with the rules and regulations provide, Neopost USA Inc. will notify Us of the amount to be contained in the DMM or use of the PES in any applied to Your Account balance. If the Account is used to fraudulent or unlawful scheme or enterprise may obtain postage,then We will transfer the requested amount of result in the revocation of this Rental Agreement. postage to the USPS on Your behalf and Your Account will be D. You further acknowledge that any use of this PES that charged for the amount of postage requested and any related fraudulently deprives the USPS of revenue can cause fees, if applicable. You can continue to prepay the USPS for You to be subject to civil and criminal penalties postage and understand that pre-paid postage funds will be applicable to fraud and/or false claims against the used first to pay for my postage meter resets. You further United States. The submission of a false, fictitious or understand that NeoFunds/TotalFunds will provide additional fraudulent statement can result in imprisonment of available postage funds when Your pre-paid account balance up to five (5) years and fines of up to $10,000 (18 is zero ($0). When You request a postage meter reset, if You U.S.C. 1001). In addition, a civil penalty of up to have the funds on account with the USPS, those funds Page 4 of 6 Direct Sales Government Product Lease Version: DirectGovLease-VO4-16 In.� automatically will be withdrawn first to pay for postage, and be unable or unwilling to repay the balance of Your Account any additional amounts due for postage and related fees will as required under this Account Agreement; or (iii) are in be billed through the NeoFunds/TotalFunds Account under the default under this Account Agreement or any lease, rental, or terms and conditions of this Account Agreement. If the other agreement with Us, Neopost USA Inc., or their affiliates. Account is used to acquire products or services from that If You are in default, or upon any cancellation of Your Neopost USA is authorized to provide, then We shall pay the Account, We shall not be obligated to continue to provide the applicable amount to Neopost USA Inc. and add such amount Account service or extend further credit under this Account to Your Account balance. Agreement. If We are required to take collection action or 4. Payment Terms. You will receive a billing statement for any other legal action under this Account Agreement, You each billing cycle in which You have any activity on Your shall pay upon demand by Us all court and collection costs, Account. Payments are due on the due date shown on Your along with reasonable attorney's fees. These remedies shall billing statement. You may pay the entire balance due or a be cumulative and not exclusive, and shall be in addition to portion of the balance, provided that You pay at least the any and all other remedies available to Us. minimum payment amount shown on Your statement. 8. Remedies. If We have declared that You are in default However, if You have exceeded the Account Limit, then You under this Account Agreement, then We may: (i) declare all must pay the entire amount of any overage, as well as the agreements You have with Us in default and due and payable minimum payment amount shown on Your statement. at once without notice or demand; (ii) refuse to make further Whenever there is an unpaid balance outstanding on Your advances on Your behalf to reset Your postage meter; and Account which is not paid in full by the due date shown on (in) exercise any other rights that We may have. In addition, Your billing statement, We will charge You, and You agree to You agree that any default under this Account Agreement pay, interest on the unpaid balance of the Account for each shall constitute a default under any agreement You may have day from the date the transaction is posted to Your Account with any of Our affiliates, including, but not limited to, until the date the unpaid balance is paid in full, at the Annual Neopost USA Inc., MailFinance Inc. Percentage Rate (as defined below). The Account balance g, Amendments. We may amend this Account Agreement, that is subject to a finance charge each day will include or any of its provisions, including without limitation any fees outstanding balances, minus any payments and credits and charges and/or the Annual Percentage Rate, at any time received by Us on Your Account that day. The Annual by at least thirty (30) days written notice to You, and such Percentage Rate applicable to Your Account will be equal to written notice may be included in Your billing statement. Any the lesser of eighteen percent (18.00%) per annum or the such amendment will become effective on the date stated in maximum permitted by law. Each payment will be applied to the notice and will apply to any transactions after such date, reduce the outstanding balance of Your Account and replenish as well as to any outstanding balance on Your Account. the amount available to You. We may refuse to extend 10. Notice: Any notice required to be given under this further credit if the amount of a requested charge plus Your Account Agreement by either party hereto shall be given if to existing balance exceeds Your Account Limit. You, at the address shown on Your Order Form, and if to Us S. Account Limit and Account Fees. You agree that We at 478 Wheelers Farms Road, Milford, CT 06461, will establish a credit limit on Your Account (the "Account 11. Miscellaneous. You understand that We may obtain Limit"). The exact amount of the Account Limit will be credit reports in connection with Your Account now and in the indicated on Your invoice. We may, in Our sole discretion, future. This Account Agreement shall be governed by and allow Your balance to exceed the Account Limit. In the event construed in accordance with the laws of the State of Texas, We do so, You agree to pay Us an additional fee equal to one without reference to its conflict-of-laws rules, and an percent (1%) of the amount by which the Account Limit is applicable federal laws. The sole jurisdiction and venue for exceeded for each transaction that You initiate after Your actions related to the subject matter hereof shall be in a State Account has reached the Account Limit. Such amount will be or Federal Court within the State of Texas. charged to Your Account on the date that the relevant transaction(s) occurs. Unless prohibited by applicable law, You agree to pay the amounts set forth in this Account MAINTENANCE AGREEMENT Agreement, which may include, without limitation, the amounts specified above, a fee for a late payment, a fee for 1. Incorporation of Certain Terms. You acknowledge that any checks that are returned as a result of insufficient funds, You have entered a Government Product Lease Agreement and a fee for any ACH direct debit transactions which are with MailFinance Inc. (the"Lease"). Any defined terms in the rejecLed, and an annual account fee. All such fees shall be Lease shall have the same meanings in this Maintenance added to Your Account balance. Agreement, except that "We," "Us," and "Our," refer to 6. Cancellation and Suspension. We may at any time Neopost USA Inc. Sections 13 through 24 of the Lease are close or suspend Your Account or temporarily refuse to allow hereby incorporated into this Maintenance Agreement, except further charges to Your Account. You can cancel Your that any reference in those sections to the "Lease' refers to Account at any time by notifying Us in writing at the address this Maintenance Agreement. provided on Your Account statement of Your desire to do so. 2. Neopost's Terms and Conditions for Maintenance No cancellation or suspension will affect Your obligation to Services. If the Order Form indicates that You have pay any amounts You then owe under this Account purchased maintenance services, then Neopost USA Inc., or Agreement. We will notify You of the Account balance in the one of its affiliates, will provide maintenance services for the event of any termination and all outstanding obligations will Products in accordance with Neopost USA Inc.'s then-current survive the termination of this Account Agreement by either maintenance terms and pricing for the level of maintenance party. services that You have purchased. Those services will be 7. Default. We may declare You in default if You: (i) have provided for the entire term of the Lease and are NON- made any misrepresentations to Us; (ii) at any time, have CANCELABLE. The current version of those terms and done or allowed anything that indicates to Us that You may conditions are available at www.necoostusa.corn/rnainterianceagr ,eLngntW, ',,,,. You Page 5 of 6 Direct Sales Government Product Lease Version: DirectGcvLease-VO4-16 agree that You have access to such terms and that they are time, by notice to You. You acknowledge and agree that You incorporated into this Maintenance Agreement by this have access to the appropriate version(s) of the applicable reference, and that You shall be bound by such terms as if terms provided at the address above and corresponding to they were fully stated herein. Notwithstanding the Software described on the Order Form at the time you enter foregoing, maintenance services are not available on this OSS Agreement. Such terms are incorporated herein by HD Office Printer Series products. this reference and You agree to be bound by such terms as if 3. Auto Ink Program. If the Order Form indicates that they were fully stated herein. You have elected to participate in Our Auto Ink Program (the 3. Software Support. Unless otherwise specified in the "Program"), then you hereby authorize Us to ship You a new applicable Software terms, If You have purchased support for ink cartridge for the Product whenever the Product indicates the Software, We will provide the following for a period of one that the then-current ink cartridge reaches twenty percent (1) year: (1) software updates and, if applicable, carrier rate (20%) of its capacity. You authorize Us to charge the then- updates that keep You current and compliant with supported current fee for such cartridge (plus applicable taxes and carrier rates, fees, zone schedules, label, barcode and forms shipping charges) to Your NeoFunds or TotalFunds Account, changes; (ii) updates to the Software; (iii) corrective bug You may opt out of the Program at any time by sending an fixes as released; and (iv) technical support for the Software email to CIMneworders@neopost.com. (collectively "Software Maintenance"). At the conclusion of each year of Software Maintenance, the Software ONLINE SERVICES AND SOFTWARE AGREEMENT Maintenance will automatically renew for additional one-year periods at Our then-current fee for such services unless you 1. Incorporation of Certain Terms. You acknowledge that give us at least sixty (60) days prior written notice that you You have entered a Government Product Lease Agreement wish to cancel the Software Maintenance. You acknowledge that the Software may fail to comply with applicable with Mail Finnnce Inc. (the"Lease"). Any defined terms in the regulations if you do not have Software Maintenance and that Lease shall have the same meanings in this Online Services We shall not have any liability in connection with any such and Software Agreement ('BOSS Agreement"), except that failure. If You allow the Software Maintenance to lapse, You "We,""Us,"and "Our," refer to Neopost USA Inc. Sections 13 may reinstate such services; provided that you pay all fees through 24 of the Lease are hereby incorporated into this OSS that would have been due from the expiration of Your last Agreement, except that any reference in those sections to the Software Maintenance period through the reinstatement date, "Lease"refer to this OSS Agreement. plus a 15% administrative surcharge. 2. License Grant and Additional Terms. In exchange for q. Use of Websites. Neopost USA Inc. and/or any of Our the license fees that are included in Your Lease Payment, We affiliates, suppliers, including, but not limited to, MailFinance hereby grant to You a nonexclusive, nontransferable license Inc. may, from time to time, make certain websites available to use the Software products, including related to You in order to provide You with certain services documentation, described on the Order Form solely for Your ("Websites"). If You access any such Websites, You own use on or with the Products. You warrant and represent acknowledge and agree that Your use of the Website is that You will not sell, transfer, disclose or otherwise make subject to the terms of use and/or license terms in effect at available such Software products or copies thereof to third the time You use the Website. Such terms are available on parties; provided, however, that the Software products may the Websites for Your review. You acknowledge and agree be used by Your employees or independent contractors using that such terms may be supplemented and modified from the Products. No title or ownership of the Software products time to time ("Supplemental Terms"). Your use of a Website or any portion thereof is transferred to You. You acknowledge after Supplemental Terms have been issued will signify Your and agree that there may be additional terms and conditions acceptance of those terms. In the event of a conflict between that apply to Your use of any Software provided by Us. Such the terms of this OSS Agreement and the Supplemental terms may be provided with the Software, or made available Terms, the Supplemental Terms shall control. at www.riEopa54.usa.C6mF l v r r is and may be supplemented by Us or third party licensors, from time to Page 5 Df 5 Direct Sales Government Product Lease Version: DirectGov Lease-VO4-16 NASPO/ValuePoint Contract NASPO Value Point FMV LTOP 36 Month: .0322 36 Month: .0337 48 Month: .0253 48 Month: .0269 60 Month: .0212 60 Month: .0228 uG 0 0 PRODUCT PURCHASE AGREEMENT NEGLIGENCE OR WILLFUL MISCONDUCT, THE MAXIMUM OUR LIABILITY TO YOU FOR DAMAGES HEREUNDER SHALL NOT In this Product Purchase Agreement (the "Purchase EXCEED THE TOTAL OF THE AMOUNTS PAID TO US Agreement"), the words "You" and "Your' mean the entity HEREUNDER BY YOU. that is the Customer identified on the Product Purchase 6. Assignment. No right or interest in this Purchase Agreement order form ("Order Form"). "We,""Us" and "Our" Agreement may be assigned by You, without Our prior written mean the seller, Neopost USA Inc. ("Neopost"). consent. 1. Purchase of Products. You agree to purchase from Us 9. Notice. All notices, requests and other communications the hardware products, software licenses and services listed hereunder shall be in writing, and shall be addressed to You on the Order Form, together with all existing accessories, or Us, as applicable and shall be considered given when: (i) attachments, replacements, and additions (collectively the delivered personally, or (ii) sent by commercial overnight "Products") upon the terms stated herein. For the avoidance courier with written verification receipt. of doubt, postage meters for use in mailing machines are 10. Integration. This Purchase Agreement represents the excluded from the definition of Products. This Purchase final and only agreement between You and Us regarding Your Agreement is binding on You as of the date You sign it. This purchase of the Products. There are no unwritten oral Purchase Agreement is not binding on Us until We sign it or agreements between You and Us. This Purchase Agreement until the Products are shipped, whichever happens first. can be changed only by a signed, written agreement between 2. Payment Terms. You promise to pay to Us the amounts You and Us. shown on the Order Form, plus all other amounts stated 11. Severability. In the event any provision of this herein Payment is due thirty (30) days after the date of Our Purchase Agreement shall be deemed to be invalid, illegal or invoice. We may charge You interest on any unpaid amounts unenforceable, the validity, legality and enforceability of the at the lesser of eighteen percent (1B%) per year or the remaining provisions shall not in any way be affected or maximum amount permitted by law. In addition, if any check impaired thereby. The parties agree to replace any invalid is dishonored, You shall pay Us Our then-current Fee for provision with a valid provision, which most closely checks returned unpaid. approximates the intent and economic effect of the invalid 3. Shipping; Delivery; and Security Interest. Products provision. shall be shipped from Our shipping dock, freight collect to the 12. Waiver or Delay. A waiver of any default hereunder or Installation Address specified on the Order Form or, if no such of any term or condition of this Purchase Agreement shall not location is specified, to Your Billing Address. Your acceptance be deemed to be a continuing waiver or a waiver of any other of the Products occurs upon delivery of the Products. Title default or any other term or condition, but shall apply solely and risk of loss shall pass to You upon delivery to the first to the instance to which such waiver is directed. We may common carrier. You will pay all costs relating to accept late payments, partial payments, checks, or money transportation, delivery, duties, and insurance. You hereby orders marked "payment in full," or with a similar notation, grant to Us a purchase money security interest covering each without compromising any rights under this Purchase shipment of Products made hereunder (and any proceeds Agreement. thereof) in the amount of Our invoice until payment in full is 13. Choice of Law; Venue; and Attorney's Fees. This received by Us. Purchase Agreement shall be governed under the laws of the 4. Warranty. We warrant that the Products shall be free State of Connecticut, without regard to conflicts of law, and from defects in material and workmanship for ninety (90) jurisdiction shall he exclusively in a court of competent days after delivery. jurisdiction in New Haven County, Connecticut. In any S. Taxes. You agree to pay for all applicable taxes related litigation or other proceeding by which one party either seeks to the sale of any Products and, if applicable, the rental of any to enforce its rights under this Purchase Agreement (whether postage meter, as well as any taxes applicable to Your in contract, tort, or both) or seeks a declaration of any rights possession, and/or use of the Products. Furthermore, You or obligations under this Purchase Agreement, the prevailing agree to pay the applicable fee to cover Our expenses party shall be awarded its reasonable attorney fees, and costs associated with the administration, billing, and tracking of and expenses incurred. such charges and taxes. 6. Disclaimer of Warranties. EXCEPT AS EXPRESSLY POSTAGE METER RENTAL AGREEMENT STATED HEREIN, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, 1. Postage Meter Rental. In this Postage Meter Rental REGARDING ANY MATTER WHATSOEVER, INCLUDING, BUT Agreement (the "Rental Agreement"), the words "You" and NOT LIMITED TO, THE SUITABILITY OF THE PRODUCTS, "Your" mean the customer named , t the Postage Meter POSTAGE METER, SOFTWARE, HARDWARE, OR SERVICE, OR Rental Agreement order form named Form"). "We,"stae s"and THEIR CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM INFRINGEMENT, OR "Our" mean Neopost USA Inc. You agree to rent from Us the OTHERWISE. postage meter(s) identified on the Order Form (the "Postage 7. Limitation of Liability. IN NO EVENT SHALL EITHER Meter") upon the terms stated herein. PARTY BE LIABLE TO THE OTHER PARTY FOR ANY 2. Provisions as to Use. You acknowledge that: (i) as INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR required by United States Postal Service regulations, the PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF, OR IN Postage Meter(s) is being rented to You and that it is Our CONNECTION WITH THIS AGREEMENT, WHETHER OR NOI property; (ii) the Postage Meter will be surrendered by You SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH upon demand by Us; (iii) You are responsible for the control DAMAGE. NOTWITHSTANDING ANY OTHER PROVISION OF and use of the Postage Meter; (iv) You will comply with all THIS PURCHASE AGREEMENT, EXCEPT FOR DIRECT applicable laws regarding Your use or possession of the DAMAGES RESULTING FROM PERSONAL INJURY OR DAMAGE Postage Meter; (v) the use of the Postage Meter is subject to TO TANGIBLE PROPERTY CAUSED BY OUR GROSS the conditions established from time to time by the United Page 1 or 6 Direct Purchase Agreement Version: Direct,-VO4-16 ,1, °Mj NE 0�w States Postal Service; and (vi) the Postage Meter is to be is any change in Your name, address, telephone number, the used only for generating an indicia to evidence the licensing post office, or the location of the Postage Meter. prepayment of postage and to account for postal funds. It is 6. Loss; Damage; Insurance. You shall: (i) bear the risk a violation of Federal law to misuse or tamper with the of loss and damage to the Postage Meter and shall continue Postage Meter and, if You do so, We may terminate this performing all of Your other obligations hereunder even if the Rental Agreement upon notice to You. Postage Meter becomes damaged or there is a loss, (ii) keep 3. Rental Fee, Payment and Term. The initial rental the Postage Meter insured against all risks of loss and term for the Postage Meter is set forth on the Order Form damage in an amount at least equal to its full replacement ("Initial Term"). The rental fee for the Initial Term is also set cos[, forth on the Order Form. The Initial Term of this Rental 7. Postage Advances. We do not sell postage. In the Agreement will begin on the earlier of either the date the event You require an emergency advance for postage, We, at Postage Meter is installed or five (5) days after the Postage Our sole discretion, may advance You money to reset the Meter is shipped by Us. You promise to pay to Us the Postage Meter. If We do provide such an advance, You agree amounts shown on the Order Form in accordance with the to repay Us within five (5) days from the time of such payment schedule set forth thereon, plus all other amounts advance: (i) the amount of the emergency advance; and (ii) stated on the Order Form or in this Rental Agreement. You the then-current advance fee. shall make all payments to the address indicated on Our S. Default. In the event You fail to perform in accordance invoice within thirty (30) days of the date of Our invoice. A with the terms set forth in this Rental Agreement, or any late fee will be charged if the payment is not made within other Agreement with Us or any of Our affiliates, including, such period and an additional late fee will be charged for each but not limited to Mailroom Finance, Inc., then We may, subsequent thirty (30) days that the invoice remains unpaid. without notice: (i) repossess the Postage Meter(s); (n) disable You agree to pay Us the then-current fee charged by Our the Postage Meter; (ni) immediately terminate this Rental financial institution for checks returned unpaid and for ACH Agreement; and iv direct debit transactions which are rejected. You also agree g ( ) pursue any remedies available to st at to pay all setting fees and charges incurred in connection with law or in equity. Furthermore, upon the return y the Postage Meter, You hereby authorize Us to offset any amount of the download of funds to the Postage Meter, The Postage postage remaining in the Postage Meter, prior to any refund Meter rental fee does not include the cost of consumable to You, against any amount due to Us or any of Our affiliates. supplies. This Rental Agreement is NON-CANCELABLE during You shall also pay all of Our costs in enforcing Our rights the Initial Term and any Renewal Period (as defined below), under this Rental Agreement, including reasonable attorneys' Unless, at least ninety days before the end of the Initial fees and expenses that We incur to take possession, store, or Term, You: e notify Us that You intend to return the Postage repair, the Postage Meter, as well as any other expenses that Meter at the end of the Initial Term by calling 1-800- We may incur to collect amounts owed to Us. These remedies NEOPOST (636-7678); and (it) send written notice to Us in shall be cumulative and not exclusive, and shall be in addition the manner We instruct You when You call, this Rental to any and all other remedies available to Us. Agreement will automatically renew on a quarter-to-quarter basis, except as prohibited by law, at the then-current 9. Rate Updates. payment amount For such Postage Meter (each a "Renewal A. Maintenance of Postal Rates. It is Your sole Period"). We will not notify You that the Initial Term or any responsibility to ensure that correct amounts are Renewal Term is ending. You may terminate this Rental applied as payment for mailing and shipping Agreement at the conclusion of any Renewal Period by giving services. We shall not be responsible for returns for Us thirty (30) days prior written notice of Your intent to do delivery delays, refusals, or any other problems SO. caused by applying the incorrect rate to mail or 4. Return of Postage Meter and Products. Upon the packages. termination of this Rental Agreement, unless directed B. Rate Updates with Online Services. If the Order otherwise by Us, You shall, after receiving an Equipment Form indicates that You are enrolled in Our Online Return Authorization ("ERA") number from Us, promptly send Services program, then We will make available the Postage Meter and any other products, at Your expense periodic updates for Your covered products and/or plus shipping and handling casts, to any location(s) that We Postage Meter, including updates to maintain designate in the contiguous United States. The Postage Meter accurate USPS rates for the USPS services that are must be properly packed for shipment with the ERA number compatible with such products or Postage Meter. clearly visible, freight prepaid and fully insured, and must be The rate updates that are offered with Our received in good condition, less normal wear and tear. Online Services program are only available for Furthermore, You agree that if you fail to return a postage products that are Integrated (as defined meter within thirty (30) days of receipt of the Equipment below) into Your mailing machine. For the Return Authorization then You will pay a postage meter purposes of this section, "Integrated"means that the replacement fee of one thousand dollars ($1,000). covered hardware cannot properly operate on a 5. Postage Meter Maintenance, Inspections, and stand-alone basis and it has been incorporated into Location. We will keep the Postage Meter in good working the mail machine. Products that are not Integrated condition during the term of this Rental Agreement. The including, but not limited to, all Software and scales United States Postal Service regulations may require Us to with "ST-77," or "SE" in the model number will not periodically inspect the Postage Meter. You agree to receive updated rates as part of Our Online Services cooperate with Us regarding such inspections. We may, from program (collectively"Excluded Products"), time to time, access and download information from Your C. Rate Updates with Rate Change Protection and Postage Meter to provide Us with information about Your Software Advantage. If You have any of Our postage usage and We may share that information with Our Excluded Products, You may have elected to distributors and other third parties and You hereby authorize purchase Rate Change Protection ("RCP") from Us for Us to do so. You agree to promptly update Us whenever there Your hardware products or Software Advantage for Page 2 of 6 Direct Purchase Agreement Version: DirectP-Vi Your Software. If the Order Form indicates that You 12. Taxes. You agree to pay for all applicable taxes related have selected RCP or Software Advantage, We will to the sale or rental of any products or Postage Meter to You, make available the following updates for Your as well as any taxes applicable to Your possession, and/or use covered products or Software: (i) updates to of the products and/or Postage Meter. Furthermore, You maintain accurate rates for the services offered by agree to pay the applicable fee to cover Our expenses the USES and other couriers that are compatible with associated with the administration, billing and tracking of Your covered products or Software; and (h) updates such charges and taxes. for major zip or zone changes that are compatible 13. Disclaimer of Warranties. EXCEPT AS EXPRESSLY with Your covered products or Software. If any STATED HEREIN, WE MAKE NO REPRESENTATIONS OR reprogramming is required because You have moved WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, the products or Postage Meter to a new location, REGARDING ANY MATTER WHATSOEVER, INCLUDING, BUT none of the services described in this Section cover NOT LIMITED TO, THE SUITABILITY OF ANY PRODUCTS OR the cost to do so. Customers with an outstanding POSTAGE METER, ITS CONDITION, ITS MERCHANTABILITY, Accounts Receivable balance may not receive a rate ITS FITNESS FOR A PARTICULAR PURPOSE, ITS FREEDOM update until the open balance is resolved. FROM INFRINGEMENT, OR OTHERWISE. 10. United states postal service acknowledgement of 14. Limitation of Liability. IN NO EVENT SHALL EITHER deposit requirement. By signing this Postage Meter Rental PARTY BE LIABLE TO THE OTHER PARTY FOR ANY Agreement, You acknowledge and agree that You have read INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR the United States Postal Service Acknowledgement of Deposit PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF, OR IN (the "Acknowledgement") and will comply with its terms and CONNECTION WITH, THIS AGREEMENT, WHETHER OR NOT conditions, as it may be amended from time to time. SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH 11. Additional united states postal service terms. DAMAGE. NOTWITHSTANDING ANY OTHER PROVISION OF A. By signing this Postage Meter Rental Agreement, You THIS RENTAL AGREEMENT, EXCEPT FOR DIRECT DAMAGES acknowledge that You are also entering into an RESULTING FROM PERSONAL INJURY OR DAMAGE TO Agreement with the United States Postal Service TANGIBLE PROPERTY CAUSED BY OUR GROSS NEGLIGENCE ("USPS") in accordance with the Domestic Mail OR WILLFUL MISCONDUCT, THE MAXIMUM OUR LIABILITY TO Manual ("DMM") 604.4, Postage Payment Methods, YOU FOR DAMAGES HEREUNDER SHALL NOT EXCEED THE Postage Meters and PC Postage Products TOTAL OF THE AMOUNTS PAID TO US HEREUNDER BY YOU. (collectively, "Postage Evidencing Systems"or"PES") I.S. Assignment. No right or interest in this Rental and accept responsibility for control and use of the Agreement may be assigned by You, without Our prior written PES contained therein. consent. B. You also acknowledge You have read the DMM 16. Notice. All notices related to this Rental Agreement 604.4, Postage Payment Methods, Postage Meters to Us shall be made by You, or an attorney representing and PC Postage Products (Postage Evidencing You. Notice of non-renewal of this Rental Agreement Systems) and agree to abide by all rules and shall be made as outlined in Section 3 herein by calling regulations governing its use. 1-800-NEOPOST (636-7678). All other notices, requests C, Failure to comply with the rules and regulations and other communications hereunder shall be in writing, and contained in the DMM or use of the PES in any shall be considered given when: (i) delivered personally, or fraudulent or unlawful scheme or enterprise may (ii) sent by commercial overnight courier with written result in the revocation of this Rental Agreement. confirmation of delivery. Written notices to Us shall be sent D. You further acknowledge that any use of this PES that to: Neopost USA Inc., 478 Wheelers Farms Road, Milford, CT fraudulently deprives the USPS of revenue can cause 06461 ("Notice Address"). You to be subject to civil and criminal penalties 17. Integration. This Rental Agreement represents the final applicable to fraud and/or false claims against the and only agreement between You and Us regarding Your United States. The submission of a false, fictitious or acquisition of the Postage Meter and any other products or fraudulent statement can result in imprisonment of services. There are no unwritten oral agreements between up to five (5) years and fines of up to $10,000 (18 You and Us. This Rental Agreement can be changed only by a U.S.C. 1001). In addition, a civil penalty of up to signed, written agreement between You and Us. $5,000 and an additional assessment of twice the 16. Severability. In the event any provision of this Rental amount falsely claimed may be imposed (3 U.S.C. Agreement shall be deemed to be invalid, illegal or 3802). unenforceable, the validity, legality and enforceability of the E. You further understand that the rules and regulations remaining provisions shall not in any way be affected or regarding use of this PES as documented in the USPS impaired thereby. The parties agree to replace any invalid Domestic Mail Manual may be updated from time to provision with a valid provision, which most closely time by the USPS and it is Your obligation to comply approximates the intent and economic effect of the invalid with any current or future rules and regulations provision. regarding its use. 19. Waiver or Delay. A waiver of any default hereunder or F. You are responsible for immediately reporting (within of any term or condition of this Rental Agreement shall not be seventy-two hours or less) the theft or loss of the deemed to be a continuing waiver or a waiver of any other postage meter that is subject to this Rental default or any other term or condition, but shall apply solely Agreement. Failure to comply with this notification to the instance to which such waiver is directed. We may provision in a timely manner may result in the denial accept late payments, partial payments, checks or money of refund of funds remaining on the postage meter at orders marked "payment in full," or with a similar notation, the time of the lass or theft. without compromising any rights under this Rental Agreement. Page 3 of 6 Direct Purchase Agreement Version: DirectP VO4 16 8E0 ), T 20. Choice of Law; Venue; and Attorney's Fees. This amount to Neopost USA Inc. and add such amount to Your Rental Agreement shall be governed under the laws of the Account balance. State of Connecticut, without regard to conflicts of law, and 4. Payment Terms. You will receive a billing statement for jurisdiction shall lie exclusively in a court of competent each monthly billing cycle in which You have any activity on jurisdiction in New Haven County, Connecticut. In any Your Account. Payments are due on the due date shown on litigation or other proceeding by which one party either seeks Your billing statement. You may pay the entire balance due to enforce its rights under this Rental Agreement (whether in or a portion of the balance, provided that You pay at least the contract, tort, or both) or seeks a declaration of any rights or minimum amount shown on the statement. However, if You obligations under this Rental Agreement, the prevailing party have exceeded the Account Limit on Your Account, then You shall be awarded its reasonable attorney fees, and costs and must pay the entire amount of any overage, as well as the expenses incurred. minimum payment amount shown on the statement. Whenever there is an unpaid balance outstanding on Your NeoFunds®/TotalFundse ACCOUNT AGREEMENT Account which is not paid in full by the due date shown on Your billing statement, We will charge You, and You agree to 1. Incorporation of Certain Terms. You acknowledge that pay, interest on the unpaid balance of the Account for each You have entered a Postage Meter Rental Agreement with day from the date the transaction is posted to Your Account Neopost USA Inc. ("Rental Agreement"). If you have an until the date the unpaid balance is paid in full, at the Annual eligible Postage Meter or an eligible Postage on Call account, Percentage Rate (as defined below). The Account balance then you will have access to a NeoFunds postage funding that is subject to a finance charge each day will include account (for Neopost POC accounts) or a TotalFunds postage outstanding balances, minus any payments and credits funding account (for Hasler TMS accounts) and this received by Us on Your Account that day. The Annual NeoFunds/TotalFunds Account Agreement ("Account Percentage Rate applicable to Your Account will be equal to Agreement") shall govern Your use of such account. Any the lesser of eighteen percent (18.00%) per annum or the defined terms in the Rental Agreement shall have the same maximum permitted by law. Each payment will be applied to meanings in this Account Agreement, except that"We,""Us," reduce the outstanding balance of Your Account and replenish and "Our," refer to Mailroom Finance, Inc., an affiliate of the amount available to You. We may refuse to extend Neopost USA Inc. Sections 10 through 19 of the Rental further credit if the amount of a requested charge plus Your Agreement are hereby incorporated into this Account existing balance exceeds Your Account Limit. Agreement except that any reference in those sections to the S. Account Limit and Account Fees. You agree that We "Rental Agreement"refers to this Account Agreement, will establish a credit limit on Your Account (the "Account 2. Establishment and Activation of Account. You Limit"). The exact amount of the initial Account Limit will be hereby authorize Us, to establish an account in Your name indicated on Your invoice. We may, in Our sole discretion, "Account" for funding the allow Your balance to exceed the Account Limit. In the event U ) g purchase of postage from the We do so, You agree to pay Us an additional fee equal to one United State Postal Service ("USPS") for use in the Postage Meter, Your Account may also be used to purchase supplies, percent (1%) of the amount by which the Account Limit is rent Postage Meters, and obtain certain other products and exceeded for each transaction that You initiate after Your services from Neopost USA. The establishment of Your Account has reached the Account Limit. Such amount will be Account shall be subject to Our approval of Your charged to Your Account on the date that the relevant creditworthiness. Any use of the Account shall constitute transaction(s) occurs. Unless prohibited by applicable law, Your acceptance of all the terms and conditions of this You agree to pay the amounts set forth in this Account Account Agreement and all other documents executed or Agreement, which may include, without limitation, the provided in connection with the Account. The Account may amounts specified above, a fee for a late payment, a fee for not be used for personal, family, or household purposes. any checks that are returned as a result of insufficient funds, 3. a fee for any ACH direct debit transactions which are rejected, of th Operation Account. Each time an employee agent and an annual account fee. All such fees shall be added to of Yours with the express, implied, or apparent authhoo rity to Your Account balance. do so (each an"Authorized User") uses the Account to receive a postage meter reset or obtain other products or services 6. Cancellation and Suspension. We may at any time that Neopost USA Inc. is authorized to provide, Neopost USA close or suspend Your Account or temporarily refuse to allow Inc. will notify Us of the amount to be applied to Your Account further charges to Your Account. You can cancel Your balance. If the Account is used to obtain postage, then We Account at any time by notifying Us in writing at the address will transfer the requested amount of postage to the USPS on provided on Your Account statement of Your desire to do so. Your behalf and Your Account will be charged for the amount No cancellation or suspension will affect Your obligation to of postage requested and any related fees, if applicable. You pay any amounts You then owe under this Account can continue to pre-pay the USPS for postage and understand Agreement. We will notify You of the Account balance in the that pre-paid postage funds will be used first to pay for my event of any termination and all outstanding obligations will postage meter resets. You further understand that survive the termination of this Account Agreement by either NeoFunds/TotalFunds will provide additional available postage paw' funds when Your pre-paid account balance is zero ($0). When 7. Default. We may declare You in default if You: (i) have You request a Postage Meter reset, if You have the funds on made any misrepresentations to Us; (ii) at any time, have account with the USPS, those funds automatically will be done or allowed anything that indicates to Us that You may withdrawn first to pay for postage, and any additional be unable or unwilling to repay the balance of Your Account amounts due for postage and related fees will be billed as required under this Account Agreement; or (ri) are in through the NeoFunds/TotalFunds Account under the terms default under this Account Agreement or any lease, rental, or and conditions of this Account Agreement. If the Account is other agreement with Us, Neopost USA Inc., or their affiliates. used to acquire products or services that Neopost USA is If You are in default, or upon any cancellation of Your authorized to provide, then We shall pay the applicable Account, We shall not be obligated to continue to provide the Page 4 of 6 Direct Purchase Agreement Version: DirectP-VO4-16 Account service or extend further credit under this Account maintenance payments are non-refundable. Agreement. If We are required to take collection action or Notwithstanding the foregoing, maintenance services any other legal action under this Account Agreement, You are not available on HD Office Printer Series products. shall pay upon demand by Us all court and collection costs, 3. Auto Ink Program. If the Order Farm indicates that along with reasonable attorney's fees. These remedies shall You have elected to participate in Our Auto Ink Program (the be cumulative and not exclusive, and shall be in addition to "Program"), then you hereby authorize Us to ship You a new any and all other remedies available to Us. ink cartridge for the Product whenever the Product indicates 8. Remedies. If We have declared that You are in default that the then-current ink cartridge reaches twenty percent under this Account Agreement, then We may: (i) declare all (20%) of its capacity. You authorize Us to charge the then- agreements You have with Us in default and due and payable current fee for such cartridge (plus applicable taxes and at once without notice or demand; (ii) refuse to make further shipping charges) to Your NeoFunds or TotalFunds Account, advances on Your behalf to reset Your Postage Meter; and (iii) You may opt out of the Program at any time by sending an exercise any other rights that We may have. In addition, You email to CIMneworders@neopost.com. agree that any default under this Account Agreement shall constitute a default under any agreement You may have with ONLINE SERVICES AND SOFTWARE AGREEMENT any of Our affiliates, including, but not limited to, Neopost USA Inc., and Mail Finance Inc. 1. Incorporation of Certain Terms. You acknowledge that 9. Amendments, We may amend this Account Agreement, You have entered a Product Purchase Agreement with or any of its provisions, including without limitation any fees Neopost USA Inc. (the "Purchase Agreement"). Any defined and charges and/or the Annual Percentage Rate, at any time terms in the Purchase Agreement shall have the same by at leas[ thirty (30) days written notice to You, and such meanings in this Online Services and Software Agreement written notice may be included on Your billing statement. ("OSS Agreement"). Sections 5 through 13 of the Purchase Any such amendment will become effective on the date stated Agreement are hereby incorporated into this OSS Agreement, in the notice and will apply to any transactions after such except that any reference in those sections to the "Purchase date, as well as to any outstanding balance on Your Account. Agreement" refers to this OSS Agreement. 10. Notice: Any notice required to be given under this 2. License Grant and Additional Terms. In exchange for Account Agreement by either party hereto shall be given if to the license fees that are included in Your Purchase Payment, You, at the address shown on Your Order Form, and if to Us We hereby grant to You a nonexclusive, nontransferable at 476 Wheelers Farms Road, Milford, CT 06461. license to use the Software products, including related 11. Miscellaneous. You understand that We may obtain documentation, described on the Order Form solely for Your credit reports in connection with Your Account new and in the own use on or with the Products. You warrant and represent future. This Account Agreement shall be governed by and that You will not sell, transfer, disclose or otherwise make construed in accordance with the laws of the State of Texas, available such Software products or copies thereof to third without reference to its conflict-of-laws rules, and any parties; provided, however, that the Software products may applicable federal laws. The sole jurisdiction and venue for be used by Your employees or independent contractors using actions related to the subject matter hereof shall be in a State the Products. No title or ownership of the Software products or Federal Court within the State of Texas. or any portion thereof is transferred to You. You acknowledge and agree that there may be additional terms and conditions MAINTENANCE AGREEMENT that apply to Your use of any Software provided by Us. Such terms may be provided with the Software, or made available 1. Incorporation of Certain Terms. You acknowledge that at www,ne-.ggos rasa. om softwareterM and may be You have entered a Product Purchase Agreement with supplemented by Us or third party licensors, from time to Neopost USA Inc., or one of its affiliates ("Purchase time, by notice to You. You acknowledge and agree that You Agreement"). Any defined terms in the Purchase Agreement have access to the appropriate versions) of the applicable shall have the same meanings in this Maintenance terms provided at the address above and corresponding to Agreement. Sections 5 through 13 of the Purchase Software described on the Order Farm at the time you enter Agreement are hereby incorporated into this Maintenance this OSS Agreement. Such terms are incorporated herein by Agreement, except that any reference in those sections to the this reference and You agree to be bound by such terms as if "Purchase Agreement" refer to this Maintenance Agreement they were fully stated herein. 2. Neopost's Terms and Conditions for Maintenance 3. Software Support. Unless otherwise specified in the Services. If the Order Form indicates that You have applicable Software terms, if You have purchased support for purchased maintenance services, then Neopost will provide the Software, We will provide the following for a period of one maintenance services for the Products for twelve (12) months (1) year: (i) software updates and, if applicable, carrier rate (the "Initial Maintenance Term") in accordance with Neopost's updates that keep You current and compliant with supported then-current maintenance terms and pricing for the level of carrier rates, fees, zone schedules, label, barcode and forms maintenance services that You have purchased. The current changes; (ii) updates to the Software; (iii) corrective bug version of those terms and conditions are available at fixes as released; and (iv) technical support for the Software www.neopostusa.com/maintenanceagreementVO613. You (collectively "Software Maintenance"). At the conclusion of agree that You have access to such terms and that they are each year of Software Maintenance, the Software incorporated into this Maintenance Agreement by this Maintenance will automatically renew for additional one-year reference and that You shall be bound by such terms as if periods at Our then-current fee for such services unless you they were fully stated herein. At the end of the Initial give us at least sixty (60) days prior written notice that you Maintenance Term, each year We will send You an invoice for wish to cancel the Software Maintenance. You acknowledge an additional year of maintenance services. By paying such that the Software may fail to comply with applicable invoice, You agree to continue the maintenance service in regulations if you do not have Software Maintenance and that accordance with this Maintenance Agreement. All We shall not have any liability in connection with any such Page 5 or 6 Direct Purchase Agreement Version: DirectP-VO4-16 failure. If You allow the Software Maintenance to lapse, You may reinstate such services; provided that you pay all fees that would have been due from the expiration of Your last Software Maintenance period through the reinstatement date, plus a 15% administrative surcharge. 4. Use of Websites. Neopost USA Inc. and/or any of Our affiliates, or suppliers, including, but not limited to, Maill'inance Inc. may, from time to time, make certain websites available to You in order to provide You with certain services ('Websites"). If You access any such Websites, You acknowledge and agree that Your use of the Website is subject to the terms of use and/or license terms in effect at the time You use the Website. Such terms are available on the Websites for Your review. You acknowledge and agree that such terms may be supplemented and modified from time to time ("Supplemental Terms"). Your use of a Website after Supplemental Terms have been issued will signify Your acceptance of those terms. In the event of a conflict between the terms of this OSS Agreement and the Supplemental Terms, the Supplemental Terms shall control. Page 6 of 6 Direct Purchase Agreement Version: DirectP-Vg4-16 NIEOPOST Neopost USA Maintenance Program NASPO - Terms NEOPOST USA MAINTENANCE TERMS This document shall become a material part of your contract with Neopost and it provides the details regarding Neopost's Maintenance Program. Neopost Inc. agrees to provide and the Customer agrees to accept maintenance service on the equipment listed, at the annual charges indicated in the attached Product Catalog in accordance with the following terms and conditions: • Two hour response time to all written or oral notices of a service requirement due to an equipment breakdown. • A Service Technician shall be on site within 24 hours from notice of service requirement, unless breakdown resolved. • Replacement part shall be received within 24 hours of technician arriving onsite. • Any and all technical support is included in maintenance agreement. • All return service calls and on site responses shall be made during Participating Entity business hours (7:OOAM—6.00PM CST)unless otherwise, mutually agreed to in writing beforehand by the Contractor and the Participating Entity. The contractor shall charge a rate not to exceed their Time and Materials-outside husiness hours„ weekends, and handays rate as proposed in the Price and Pricing spreadsheet for the applicable category. For example, If a Participating Entity needs an installation for production equipment to begin at 5:00 AM, The installation should take a total of six hours, the Participating Entity and Contractor would agree to in writing before any work has begun to pay a rate not exceeding the one supplied in the Price and Pricing spreadsheet for Time and Materials outside of business hours for the hours for production equipment for the hours of 5.00 am to 7:00 AM and then regular hourly rates for the work from 7.00 AM to 11 00 AM. If the installation only took a total of five hours the Contractor shall only charge for the actual hours worked. If additional time is needed there shall be a mutually agreed upon amount, in writing, before the additional work is performed. • All parts that require maintenance by a service technician are to be included and considered part of the yearly service maintenance plan, field/defective parts shall be replaced at no additional charge to the Participating Entity. • Routine consumable supplies shall be billed separately from service maintenance payments. • If the equipment includes Contractors licensed software,the Contractor shall provide software support . • All payments for maintenance service shall be invoiced by and made to the Contractor. • Any Purchasing Entities that require four hour on site response time as well as a 24hr17 days per week maintenance agreement will be negotiated during the PA process. COVERED UNDER MAINTENANCE AGREEMENT Maintenance services, as described herein, will be provided for the Products at the Delivery Location. Neopost agrees to provide the parts and labor associated with the ordinary maintenance of the Products as required due to normal wear and tear ("Maintenance Services"). Supplies (i.e. ink, roll tape, labels, etc.) are not included in Maintenance Services. Maintenance Services may also include preventative maintenance and inspections from time to time, as determined by Neopost. Neopost may, at its option, designate a dealer/reseller to provide Maintenance Services. Neopost, in its sole discretion, may service the Products by replacing it with new, or like-new Products; provided that such replacement products are substantially similar to the Products. Neopost will offer loaner equipment of equal or greater functionality to any agency in which the equipment is rendered inoperable for a total time exceeding three business days. FEES AND WHEN THEY ARE DUE: w For Purchased Products: Customer shall commence paying for the Maintenance Services on purchased Products 12 months after delivery of the Products. All fees for Maintenance Services ("Maintenance Fees") on purchased Products are invoiced annually, in advance. • For Leased Products: If the Products are being leased from MailFinance Inc. and the Maintenance Fee has been included in the lease payment amount ("Leased Products"), then Maintenance Services will be provided at no extra cost, except for the Additional Charges (as defined below), for the Initial Term of the lease. Customer shall commence paying for the Maintenance Services on Leased Products, where Maintenance Fees are included in the lease payment, 12 months after lease commences. Or the 12 month warranty may be prorated over the full lease term to create an even payment stream. • Zoning Fees: o Zone 1 - Maintenance for equipment located within a 50 mile radius of the local servicing location will be charged at the prices listed within the NASPO Contract and will not incur any additional charges. o Zone 2 - Maintenance for equipment located outside of a 50 mile radius but inside of a 150 mile radius of the local service location will incur a 259/a uplift to the maintenance prices listed within the NASPO Contract. o Zone 3 - Maintenance for equipment located outside of a 150 mile radius will incur a 50% uplift in the maintenance prices listed within the NASPO Contract. • Other Fees: In addition to the Maintenance Fees, Customer agrees to pay for: (a) labor, parts, and expenses for maintenance or repair that is part of an Excluded Service (as defined below). All Additional Charges shall be at Neopost's then current published rates for time and materials. All payments for Maintenance Services are nonrefundable. Neopost may adjust the Maintenance Fees at the end of the Initial Maintenance Term (as defined below) and any renewal term. TERM OF THE MAINTENANCE SERVICES • For Purchased Products: Unless otherwise specified in the Agreement, the initial term of these Maintenance Services is one (1) year (the "Initial Maintenance Term"). Unless Customer provides ninety (90) days written notice to Neopost prior to the end of the Initial Maintenance Term, (or any renewal term), the Maintenance Services shall automatically renew for an additional one (1) year. • For Leased Products: The term of the Maintenance Services for Leased Products will be equal to the term of the lease as specified in the Agreement. REQUEST FOR MAINTENANCE SERVICE In order to receive Maintenance Services on the Products, the agency must notify Neopost's National Service Dispatch Center of a need for service. Neopost may, at its sole discretion, attempt to resolve Products performance issues over the telephone. If Neopost determines that on-site service is necessary, Neopost shall provide such on-site service in accordance with the terms set forth herein. NOT COVERED BY THE NEOPOST MAINTENANCE PROGRAM Maintenance Services do not include: • De-installation of the Products, or moving the Products (however these services are available for an additional fee); • Maintenance or repairs made necessary by the failure of Customer to maintain or use the Products in conformance with Neopost's specifications; • Maintenance or repairs made necessary by changes in the design of the Products made by Customer or mechanical, electrical, or electronic interconnections, or the attachment of other parts or components to the Products by Customer; • Maintenance or repairs made necessary by accidents; + Maintenance or repairs made necessary by the negligence of Customer; + Maintenance or repairs made necessary by the unauthorized maintenance by Customer or any third party other than Neopost or its authorized service representatives; • Damage and/or repair required from Customer relocation of the Products; • Maintenance or repairs made necessary because Customer has exceeded the published performance specifications or recommended monthly volume limits for the Products; • Maintenance or repairs made necessary by Customer's use of parts, consumables, or other supplies that do not comply with Neopost's specifications; • Recovery of any customer data stored within Neopost Products or the maintaining of any back up data; 0 Rebuilding or major overhauls which Neopost determines are necessary ("Reconditioning") "I'e" „ 1"S NEOPOST All of the foregoing are "Excluded Services." Excluded Services also include operator training beyond the initial training provided by Neopost and application configuration and set-up. In the event Customer requests Neopost to perform an Excluded Service, Customer shall pay Neopost its then current hourly rate for those services, as well as Neopost's then-current price for any parts required in connection with such services. RESPONSIBILITIES OF THE AGENCY CUSTOMER'S MAINTENANCE OBLIGATIONS: Customer agrees to maintain the Products in accordance with Neopost's published specifications. Except as specified and approved by Neopost, Customer shall not perform, or permit third parties to perform, maintenance or repair on the Products. COPIES OF DATA: Customer is solely responsible for all data stored on the Products and making copies of all such data prior to Neopost performing Maintenance Services. USE OF NEOPOST SUPPLIES: If the Customer uses other than Neopost supplies, and if such supplies are defective or unacceptable for use In Neopost machines and cause abnormally frequent service calls or service problems, then Neopost may, at its option, assess a surcharge or terminate the Maintenance Services. In this event, the Customer may be offered service on a "Per Call" basis based upon published rates. It is not a condition of this Agreement; however, that the Customer uses only Neopost authorized supplies. ENVIRONMENT/ELECTRICAL: Customer shall provide a suitable environment for Products as specified by the manufacturer. In order to ensure optimum performance by the Neopost Products, it is mandatory that specific models be plugged into a dedicated line and that they comply with manufacturer electrical specifications. COMPLETE SYSTEM COVERAGE: All Neopost components (hardware and software) used in a system must be covered under Maintenance Services ("Complete System Coverage"). For example, a customer may not obtain Maintenance Services only for a mailing machine if it is used with a separate scale. In that case, the Customer would also need to purchase Maintenance Services for the scale. If a customer refuses to obtain Complete System Coverage, Neopost may terminate the Maintenance Services on any Product that is otherwise covered by such Maintenance Services. ACCESS TO PRODUCTS: Customer shall allow Neopost full and free access to the Products and the use of necessary data communications facilities and equipment at no charge to Neopost. PRODUCT MODIFICATIONS: Customer shall not cause modifications or interconnections to be made, or accessories, attachments, or features to be added to the Products without Neopost's prior written approval. YOU NEED TO KNOW Neopost may terminate the Maintenance Services, upon written notice to Customer, if: • Customer defaults on any payment due under this Agreement; • The Products exceed the maximum monthly or lifetime cycle counts for such Products; • The Products are modified, damaged, altered or serviced by personnel other than the Neopost Authorized Personnel; • Parts, accessories, consumables, supplies, or components not meeting machine specifications are used with the Products; • Customer refuses to obtain Complete System Coverage; • Any services that are necessary because Customer has done (or failed to do) something that requires the performance of an Excluded Service; • Customer decides not to proceed with any Reconditioning that is deemed necessary by Neopost. Furthermore, if the Products are being leased, this Agreement shall automatically terminate as to any Products covered by the lease on the date such lease expires or is terminated. POSTAGE METER RENTAL AGREEMENT properly packed for shipment with the ERA number clearly visible, freight prepaid and fully insured, and must be received in good 1. Postage Meter Rental. In this Postage Meter Rental condition, less normal wear .and tear. Furthermore,You agree that Agreement(the"Rental Agreement"),the words"You"and"Your" if you fail to return a postage meter within thirty (30) days of mean the customer named on the Postage Meter Rental receipt of the ERA from Us, then You will pay a postage meter Agreement order form ("Order Form"). "We," "Us" and "Our' replacement fee of one thousand dollars ($1,000). mean Neopost USA Inc. You agree to rent from Us the postage 5. Postage Meter Maintenance, Inspections, and meter identified on the Order Form, as well as any other products Location. We will keep the Postage Meter in good working listed on the Order Form, together with all existing accessories, condition during the term of this Rental Agreement. The United embedded software programs, attachments, replacements, States Postal Service regulations may require Us to periodically additions and repairs, (the "Postage Meter") upon the terms inspect the Postage Meter. You agree to cooperate with Us stated herein. regarding such inspections. We may, from time to time, access 2. Provisions as to Use, You acknowledge that: (i) as and download information from Your Postage Meter to provide Us required by United States Postal Service regulations, the Postage with information about Your postage usage and We may share Meter(s) is being rented to You and that it is Our property; (ii) the that information with Our distributors and other third parties and Postage Meter will be surrendered by You upon demand by Us; You hereby authorize Us to do so, You agree to promptly update (in) You are responsible for the control and use of the Postage Us whenever there is any change in Your name, address, Meter; (iv) You will comply with all applicable laws regarding Your telephone number, the licensing post office, or the location of the use or possession of the Postage Meter; (v)the use of the Postage Postage Meter. Meter is subject to the conditions established from time to time 6. Loss; Damage; Insurance. You shall: (i) bear the risk of by the United States Postal Service; and (vi) the Postage Meter loss and damage to the Postage Meter and shall continue is to be used only for generating an indicia to evidence the performing all of Your other obligations hereunder even if the prepayment of postage and to account for postal funds. It is a Postage Meter becomes damaged or there is a loss, (ii) keep the violation of Federal law to misuse or tamper with the Postage Postage Meter insured against all risks of loss and damage in an Meter and, if You do so, We may terminate this Rental Agreement amount at least equal to its full replacement cost, upon notice to You. 7. Postage Advances. We do not sell postage. In the event 3. Rental Fee, Payment and Term. The initial rental term for You require an emergency advance for postage, We, at Our sole the Postage Meter is set forth an the Order Form ("Initial Term"). discretion, may advance You money to reset the Postage Meter, The rental fee for the Initial Term is also set forth on the Order If We do provide such an advance, You agree to repay Us within Farm. The Initial Term of this Rental Agreement will begin on the five (5) days from the time of such advance: (i) the amount of earlier of either the date the Postage Meter is installed or five (5) the emergency advance; and (ii) the then-current advance fee. days after the Postage Meter is shipped by Us, You promise to 8. Default. In the event You fail to perform in accordance with pay to Us the amounts shown on the Order Form in accordance the terms set forth in this Rental Agreement, or any other with the payment schedule set forth thereon, plus all other Agreement with Us or any of Our affiliates, including, but not amounts stated on the Order Form or in this Rental Agreement. limited to Mailroom Finance, Inc., then We may, without notice: You shall make all payments to the address indicated on Our (i) repossess the Postage Meter(s); (ii)disable the Postage Meter; invoice within thirty (30) days of the date of Our invoice. A late (iii) immediately terminate this Rental Agreement; and (iv) fee will be charged if the payment is not made within such period pursue any remedies available to Us at law or in equity. and an additional late fee will be charged for each subsequent Furthermore, upon the return of the Postage Meter, You hereby thirty(30)days that the invoice remains unpaid.You agree to pay authorize Us to offset any amount of postage remaining in the Us the then-current fee charged by Our financial institution for Postage Meter, prior to any refund to You, against any amount checks returned unpaid and for ACH direct debit transactions due to Us or any of Our affiliates, You shall also pay all of Our which are rejected. You also agree to pay all setting fees and costs in enforcing Our rights under this Rental Agreement, charges incurred in connection with the download of funds to the including reasonable attorneys'fees and expenses that We incur Postage Meter, The Postage Meter rental fee does not include the to take possession, store, or repair, the Postage Meter, as well as cost of consumable supplies. This Rental Agreement is NON- any other expenses that We may incur to collect amounts owed CANCELABLE during the Initial Term and any Renewal Period (as to Us. These remedies shall be cumulative and not exclusive, and defined below). Unless, at least ninety (90) days before the end shall be in addition to any and all other remedies available to Us, of the Initial Term,You: (i) notify Us that You intend to return the g, Rate Updates. Postage Meter at the end of the Initial Term by calling 1-800- A. Maintenance of Postal Rates. It is Your sole responsibility NEOPOST (636-7678); and (ii) send written notice to Us in the to ensure that correct amounts are applied as payment manner We instruct You when You call,this Rental Agreement will for mailing and shipping services. We shall not be automatically renew on a quarter-to-quarter basis, except as responsible for returns for delivery delays, refusals, or prohibited by law, at the then-current payment amount for such any other problems caused by applying the incorrect rate Postage Meter (each a "Renewal Period"). We will not notify You to mail or packages. that the Initial Term or any Renewal Term is ending. You may B, Rate Updates with Online Services. If the Order Form terminate this Rental Agreement at the conclusion of any Renewal indicates that You are enrolled in Our Online Services Period by giving Us thirty (30) days prior written notice of Your intent to do so. program, then We will make available periodic updates 4. Return of Postage Meter and Products. Upon the for Your covered products and/or Postage Meter, termination of this Rental Agreement, unless directed otherwise including updates to maintain accurate USPS rates for the USPS services that are compatible with such Authorization by You shall, after receiving , Equipment Return products or Postage Meter. The rate updates that are zation ("ERA") number from Us, promptly send the offered with Our Online Services program are only Postage Meter and any other products, at Your expense plus available for products that are Integrated (as shipping and handling costs, to any location(s) that We designate defined below) into Your mailing machine. For the in the contiguous United States. The Postage Meter must be Page 1 of 4 Direct Postage Meter Rental Agreement Version: VO4-16 purposes of this section, "Integrated" means that the by the USES and it is Your obligation to comply with any covered hardware cannot properly operate on a stand- current or future rules and regulations regarding its use, alone basis and it has been incorporated into the mail F. You are responsible for immediately reporting (within machine. Products that are not Integrated including, but seventy-two hours or less) the theft or loss of the not limited to, all Software and scales with "ST-77," or postage meter that is subject to this Rental Agreement. "SE" in the model number will not receive updated rates Failure to comply with this notification provision in a as part of Our Online Services program (collectively timely manner may result in the denial of refund of funds "Excluded Products"). remaining on the postage meter at the time of the loss C. Rate Updates with Rate Change Protection and Software or theft. Advantage. If You have any of Our Excluded Products, 12. Auto Ink Program. If the Order Form indicates that You may have elected to purchase Rate Change You have elected to participate In Our Auto Ink Program (the Protection ("RCP") from Us for Your hardware products "Program"), then you hereby authorize Us to ship You a new ink or Software Advantage for Your Software. If the Order cartridge for the Product whenever the Product indicates that the Form indicates that You have selected RCP or Software then-current ink cartridge reaches twenty percent (20%) of its Advantage, We will make available the following updates capacity. You authorize Us to charge the then-current fee for such for Your covered products or Software: (i) updates to cartridge (plus applicable taxes and shipping charges) to Your maintain accurate rates for the services offered by the Neo Funds or TotalFunds Account,You may opt out of the Program USPS and other couriers that are compatible with Your at any time by sending an email to CIMneworders@neopost,com. covered product or Software; and (ii) updates for major 13. Taxes. You agree to pay for all applicable taxes related zip or zone changes that are compatible with Your to the sale or rental of any products or Postage Meter to You, as covered product or Software. If any reprogramming is well as any taxes applicable to Your possession, and/or use of the required because You have moved the products or products and/or Postage Meter. Rirthermore, You agree to pay Postage Meter to a new location, none of the services the applicable fee to cover Our expenses associated with the described in this Section cover the cost to do so, administration, billing and tracking of such charges and taxes. Customers with an outstanding Accounts Receivable 14. Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED balance may not receive a rate update until the open HEREIN, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF balance is resolved. ANY KIND, EXPRESS OR IMPLIED, REGARDING ANY MATTER 10. United states postal service acknowledgement of WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE deposit requirement. By signing this Postage Meter Rental SUITABILITY OF ANY PRODUCTS OR POSTAGE METER, ITS Agreement, You acknowledge and agree that You have read the CONDITION, ITS MERCHANTABILITY, ITS FITNESS FOR A United States Postal Service Acknowledgement of Deposit (the PARTICULAR PURPOSE, ITS FREEDOM FROM INFRINGEMENT, OR "Acknowledgement") and will comply with its terms and OTHERWISE. conditions, as it may be amended from time to time. 15. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY 11. Additional united states postal service terms. BE I.fABI F TO THE OTHER PARTY FOR ANY INCIDENTAL, A. By signing this Postage Meter Rental Agreement, You INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES acknowledge that You are also entering into an OF ANY KIND ARISING OUT OF, OR IN CONNECTION WITH,THIS Agreement with the United States Postal Service AGREEMENT, WHETHER OR NOT SUCH PARTY WAS ADVISED OF ("USPS") in accordance with the Domestic Mail Manual THE POSSIBILITY OF SUCH DAMAGE, NOTWITHSTANDING ANY ("DMM") 604.4, Postage Payment Methods, Postage OTHER PROVISION OF THIS RENTAL AGREEMENT, EXCEPT FOR Meters and PC Postage Products (collectively, "Postage DIRECT DAMAGES RESULTING FROM PERSONAL INJURY OR Evidencing Systems"or"PES") and accept responsibility DAMAGE TO TANGIBLE PROPERTY CAUSED BY OUR GROSS for control and use of the PES contained therein. NEGLIGENCE OR WILLFUL MISCONDUCT, THE MAXIMUM OUR B. You also acknowledge You have read the DMM 604.4, LIABILITY TO YOU FOR DAMAGES HEREUNDER SHALL NOT Postage Payment Methods, Postage Meters and PC EXCEED THE TOTAL OF THE AMOUNTS PAID TO US HEREUNDER Postage Products (Postage Evidencing Systems) and BY YOU, agree to abide by all rules and regulations governing its 16, Assignment. No right or interest in this Rental Agreement use. may be assigned by You, without Our prior written consent. C. Failure to comply with the rules and regulations 17. Notice. All notices related to this Rental Agreement to contained in the DMM or use of the PES in any fraudulent Us shall be made by You, or an attorney representing You. or unlawful scheme or enterprise may result in the Notice of non-renewal of this Rental Agreement shall be revocation of this Rental Agreement. made as outlined in Section 3 herein by calling 1-800- D. You further acknowledge that any use of this PES that NEOPOST (636-7678). All other notices, requests and other fraudulently deprives the USPS of revenue can cause You communications hereunder shall be in writing, and shall be to be subject to civil and criminal penalties applicable to considered given when: (i) delivered personally, or (ii) sent by fraud and/or false claims against the United States. The commercial overnight courier with written confirmation of submission of a false, fictitious or fraudulent statement delivery. Written notices to Us shall be sent to: Necpost USA Inc., can result in imprisonment of up to five (5) years and 478 Wheelers Farms Road, Milford, CT 05461 ("Notice Address"). fines of up to $10,000 (18 U.S.C. 1001). In addition, a 18. Integration. This Rental Agreement represents the final and civil penalty of up to $5,000 and an additional only agreement between You and Us regarding Your acquisition assessment of twice the amount falsely claimed may be of the Postage Meter and any other products or services. There imposed (3 U.S.C. 3802). are no unwritten oral agreements between You and Us, This E. You further understand that the rules and regulations Rental Agreement can be changed only by a signed, written regarding use of this PES as documented in the USPS agreement between You and Us. Domestic Mail Manual may be updated from time to time 19. Severability. In the event any provision of this Rental Agreement shall be deemed to be invalid, illegal or unenforceable, Page 2 of 4 Direct Postage Meter Rental Agreement Version: VO4-16 .... the validity, loge Iity and enforceability of the remaining provisions understand that NeoFunds/TotalFunds will provide additional shall not in any way be affected or impaired thereby. The parties available postage funds when Your pre-paid account balance is agree to replace any invalid provision with a valid provision,which zero ($0). When You request a Postage Meter reset, if You have most closely approximates the intent and economic effect of the the funds on account with the USPS, those funds automatically invalid provision. will be withdrawn first to pay for postage, and any additional 20. Waiver or Delay. A waiver of any default hereunder or of amounts due for postage and related fees will be billed through any term or condition of this Rental Agreement shall not be the NeoFunds/TotalFunds Account under the terms and conditions deemed to be a continuing waiver or a waiver of any other default of this Account Agreement. If the Account is used to acquire or any other term or condition, but shall apply solely to the products or services that Necpost USA is authorized to provide, instance to which such waiver is directed. We may accept late then We shall pay the applicable amount to Neopost USA Inc and payments, partial payments, checks or money orders marked add such amount to Your Account balance. "payment in full," or with a similar notation, without 4. Payment Terms. You will receive a billing statement for each compromising any rights under this Rental Agreement. billing cycle in which You have any activity on Your Account. 21. Choice of Law; Venue; and Attorney's Fees. This Rental Payments are due on the due date shown on Your billing Agreement shall be governed under the laws of the State of statement, You may pay the entire balance due or a portion of Connecticut, without regard to conflicts of law, and jurisdiction the balance, provided that You pay at least the minimum payment shall lie exclusively in a court of competent jurisdiction in New amount shown on Your statement. However, if You have Haven County, Connecticut. In any litigation or other proceeding exceeded the Account Limit,then You must pay the entire amount by which one party either seeks to enforce its rights under this of any overage, as well as the minimum payment amount shown Rental Agreement (whether in contract, tort, or both) or seeks a on Your statement. Whenever there is an unpaid balance declaration of any rights or obligations under this Rental outstanding on Your Account which is not paid in full by the due Agreement, the prevailing party shall be awarded its reasonable date shown on Your billing statement, We will charge You, and attorney fees, and costs and expenses incurred. You agree to pay, interest on the unpaid balance of the Account for each day from the date the transaction is pasted to Your NeoFunds®/TotalFunds®ACCOUNT AGREEMENT Account until the date the unpaid balance is paid in full, at the Annual Percentage Rate (as defined below). The Account balance that is subject to a finance charge each day will include 1. Incorporation of Certain Terms. You acknowledge that outstanding balances, minus any payments and credits received You have entered a Postage Meter Rental Agreement with Neopost by Us on Your Account that day, The Annual Percentage Rate USA Inc. (the "Rental Agreement"). If you have an eligible applicable to Your Account will be equal to the lesser of eighteen Postage Meter, then you will have access to a NeoFunds postage percent (18,00%) per annum or the maximum permitted by law. funding account (for Neopost POC accounts) or a TotalFunds Each payment will be applied to reduce the outstanding balance postage funding account (for TMS accounts) and this of Your Account and replenish the amount available to You. We NeoFunds/TotalFunds Account Agreement("Account Agreement") may refuse to extend further credit if the amount of a requested shall govern Your use of such account. Any defined terms in the charge plus Your existing balance exceeds Your Account Limit. Rental Agreement shall have the same meanings in this Account 5. Account Limit and Account Fees. You agree that We will Agreement, except that"We,""Us,"and "Our,"refer to Mailroom establish a credit limit on Your Account(the"Account Limit"). The Finance, Inc., an affiliate of Neopost USA Inc. Sections 10 exact amount of the Account Limit will be indicated on Your through 20 of the Rental Agreement are hereby incorporated into invoice. We may, in Our sole discretion, allow Your balance to this Account Agreement except that any reference in those exceed the Account Limit. In the event We do so, You agree to sections to the "Rental Agreement" refers to this Account pay Us an additional fee equal to one percent(1%) of the amount Agreement. by which the Account Limit is exceeded for each transaction that 2. Establishment and Activation of Account. You hereby You initiate after Your Account has reached the Account Limit. authorize Us, to establish an account in Your name ("Account") Such amount will be charged to Your Account on the date that the for funding the purchase of postage from the United State Postal relevant transaction(s) occurs. Unless prohibited by applicable Service ("USPS") for use in the Postage Meter. Your Account may law, You agree to pay the amounts set forth in this Account also be used to purchase supplies, pay for the Postage Meter Agreement, which may include, without limitation, the amounts rental, and obtain certain other products and services from specified above, a fee for a late payment, a fee for any checks Neopost USA, The establishment of Your Account shall be subject that are returned as a result of insufficient funds, a fee for any to Our approval of Your creditworthiness. Any use of the Account ACH direct debit transactions which are rejected, and an annual shall constitute Your acceptance of all the terms and conditions of account fee. All such fees shall be added to Your Account balance. this Account Agreement and all other documents executed or 6. Cancellation and Suspension, We may at any time close provided in connection with the Account. The Account may not be or suspend Your Account or temporarily refuse to allow further used for personal, family, or household purposes. charges to Your Account. You can cancel Your Account at any 3. Operation of Account. Each time an employee or agent of time by notifying Us in writing at the address provided on Your Yours with the express, implied, or apparent authority to do so Account statement of Your desire to do so. No cancellation or (each an "Authorized User') uses the Account to receive a suspension will affect Your obligation to pay any amounts You postage meter reset or obtain other products or services that then owe under this Account Agreement. We will notify You of Neopost USA Inc. is authorized to provide, Neopost USA Inc. will the Account balance in the event of any termination and all notify Us of the amount to be applied to Your Account balance. If outstanding obligations will survive the termination of this the Account is used to obtain postage, then We will transfer the Account Agreement by either party. requested amount of postage to the USPS on Your behalf and 7, Default. We may declare You in default if You: (i) have made Your Account will be charged for the amount of postage requested any misrepresentations to Us; (ii) at any time, have done or and any related fees, if applicable. You can continue to pre-pay allowed anything that indicates to Us that You may be unable or the USPS for postage and understand that pre-paid postage funds unwilling to repay the balance of Your Account as required under will be used first to pay for my postage meter resets. You further this Account Agreement; or (iii) are in default under this Account Page 3 of 4 Direct Postage Meter Rental Agreement Version: VO4-16 Agreement or any lease, rental, or other agreement with Us, supplemented by Us or third party licensors, from time to time, Neopost USA Inc.,or their affiliates. If You are in default,or upon by notice to You. any cancellation of Your Account, We shall not be obligated to 3. Software Support. Unless otherwise specified in the continue to provide the Account service or extend further credit applicable Software terms, if You have purchased support for the under this Account Agreement. If We are required to take Software, We will provide the following for a period of one (1) collection action or any other legal action under this Account year: (i) software updates and, if applicable, carrier rate updates Agreement, You shall pay upon demand by Us all court and that keep You current and compliant with supported carrier rates, collection costs, along with reasonable attorney's fees. These fees, zone schedules, label, barcode and forms changes; (ii) remedies shall be cumulative and not exclusive, and shall be in updates to the Software; (iii) corrective bug fixes as released; and addition to any and all other remedies available to Us. (iv) technical support for the Software (collectively "Software 8. Remedies. If We have declared that You are in default under Maintenance"), At the conclusion of each year of Software this Account Agreement, then We may: (i)declare all agreements Maintenance, the Software Maintenance will automatically renew You have with Us in default and due and payable at once without for additional one-year periods at Our then-current fee for such notice or demand; (ii) refuse to make further advances on Your services unless you give us at least sixty (60) days prior written behalf to reset Your Postage Meter; and (iii) exercise any other notice that you wish to cancel the Software Maintenance. You rights that We may have. In addition,You agree that any default acknowledge that the Software may fail to comply with applicable under this Account Agreement shall constitute a default under any regulations if you do not have Software Maintenance and that We agreement You may have with any of Our affiliates, including, but shall not have any liability in connection with any such failure. If not limited to, Neopost USA Inc., Mail Finance Inc. You allow the Software Maintenance to lapse, You may reinstate 9. Amendments. We may amend this Account Agreement, or such services; provided that you pay all fees that would have been any of its provisions, including without limitation any fees and due from the expiration of Your last Software Maintenance period charges and/or the Annual Percentage Rate, at any time by at through the reinstatement date, plus a 15% administrative least thirty (30) days written notice to You, and such written surcharge. notice may be included in Your billing statement, Any such 4. Use of Websites. Neopost USA Inc. and/or any of Our amendment will become effective on the date stated in the notice affiliates, or suppliers, including, but not limited to, MailFinance and will apply to any transactions after such date, as well as to Inc. may, from time to time, make certain websites available to any outstanding balance on Your Account. You in order to provide You with certain services ("Websites"), If 10. Notice: Any notice required to be given under this Account You access any such Websites, You acknowledge and agree that Agreement by either party hereto shall be given if to You, at the Your use of the Website is subject to the terms of use and/or address shown on Your Order Form, and if to Us at 47B Wheelers license terms in effect at the time You use the Website. Such Farms Road, Milford, CT 06461. terms are available on the Websites for Your review, You 11. Miscellaneous, You understand that We may obtain credit acknowledge and agree that such terms may be supplemented reports in connection with Your Account new and in the future. and modified from time to time ("Supplemental Terms"), Your This Account Agreement shall be governed by and construed in use of a Website after Supplemental Terms have been issued will accordance with the laws of the State of Texas, without reference signify Your acceptance of those terms. In the event of a conflict to its conflict-of-laws rules, and any applicable federal laws. The between the terms of this OSS Agreement and the Supplemental sole jurisdiction and venue for actions related to the subject Terms, the Supplemental Terms shall control. matter hereof shall be in a State or Federal Court within the State of Texas, ONLINE SERVICES AND SOFTWARE AGREEMENT 1. Incorporation of Certain Terms. You acknowledge that You have entered a Postage Meter Rental Agreement with Neopost USA Inc. (the "Rental Agreement"). Any defined terms in the Rental Agreement shall have the same meanings in this Online Services and Software Agreement ("OSS Agreement"). Sections 13 through 21 of the Rental Agreement are hereby incorporated into this OSS Agreement, except that any reference in those sections to the"Rental Agreement"refers to this OSS Agreement. 2. License Grant and Additional Terms. In exchange for the license fees that are included in Your Rental Payment, We hereby grant to You a nonexclusive, nontransferable license to use the Software products, including related documentation,described on the Order Form solely for Your own use on or with the Postage Meter and other products. You warrant and represent that You will not sell, transfer, disclose or otherwise make available such Software products or copies thereof to third parties; provided, however, that the Software products may be used by Your employees or independent contractors using the Postage Meter and other products. No title or ownership of the Software products or any portion thereof is transferred to You. You acknowledge and agree that there may be additional terms and conditions that apply to Your use of any Software provided by Us, Such terms will be provided with the Software and may be Page 4 of 4 Direct Postage Meter Rental Agreement Version: VO4-16 V n n d m UID wY I 'a WE _� dA M � ���.. � m ai � i '�,!� ` .nip u� NW. � � �m SIB � °� ° '� i i ��` a m"��� P"� � "-' � ip I � iy� � � �, � WU � ,���� ,. �,,,.� � , �r II yy... � .,a m 0 � �, �,�W maw .;�Y.S a � mN n� of �, �. M • " w � M... ."$ �. � � is . � .� a _„ m u... ;M a �d„^. u � �ea a M.;a:�. a a. •. M u M a.. N � ,. an �.,��.a - '� M � - m � tlW Yk W' M w :. 'M M " �d �.. . . .... m -mwM AA �✓ � ryry r k. �p Id � �, Y' m4 � � � A. � d �" d v� I � r)�.' � � � '�.d� i e4 � �� N �I' i l I� � 4� �I 30itli� ..�i..X� A i...'� . i l � b:���,.a ,_ i o q. » ,A , . ;� M� ry a a- m w o,a a. 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