HomeMy WebLinkAboutPITNEY BOWES MANAGEMENT SERVICES, INC. - 2002-10-14 2 Lw_X�
INSURANCE AND INDEMNIFICATION WAIVER
H,0
m MODIFICATION REQUEST
1. Requested by: Clay Martin, Director of Administrative Services
2.. Date: October 2, 2002
3. Name of contractor/permittee: Pitney Bowes Management Services, Inc.
4. Description of work to be performed: Establish a mail management service center
5. Value and length of contract: 5 years
6. Waiver/modification request: Reverse indemnification.
7. Reason for request and why it should be granted: Risk of loss is carrired by party causing
loss.
8. Identify the risks to the City in approving this waiver/modification: City will indemnify PBMS
for loss caused by City employees, if any.
Dee ment Head Signature Date:
APPROVALS:,
Approvalsmust'be obtained in the order listed on thisform :Two approvals are required
for a' request to be granted Approval from the City Administrator's_Office is only required if
Risk Management and the City Attorneys Office disagree
1. Risk Management `
ITApproved ❑ Denied
Signature Date
2. City Attorney's Office
Approved ❑ Denied�tA (b�2 (O Z
Signature Date
I City Administrator's Office
4Approved ❑ Denied � -,
Signature D to - - -
If approved,the completed waiver/modification'request i to 66e submitted to the
City Attorney's Offce.along with the contract for approval Once't a contract has'been approved,
this form is to be.filed with the Risk Management Division of Administrative Services'
1 Insurance& Indemnification Waiver 10/2/2002 1:59 PM
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Addendum Number One to the
Management Service Agreement dated October 2, 2002 between
Pitney Bowes Management Services
and
City of Huntington Beach
The Management Services Agreement is hereby amended as follows effective October
• 14,2002. !
t
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A. Pitney Bowes Management Services:
One (1) Full time PBMS Employee
Mail Management of the Utility Billings for the City
B. Pricing:
The total cost of the additional Labor is $3,400 per month. The current
Management Fee of$5,000 will increase by$3,400 per month. 'The new
Management Fee will be $8,400.
All other terms and conditions of the original contract shall remain in full force and
effect.
City of Huntington Beach Pitney Bowes Management.Services
2000 Main Street 1149 South Broadway
Huntington a ., CA 9 48 Los Angeles, CA 90015
By: By:
Name: �'Y MARTIN Name:
Title: DIRECTOR OF ADM IN SERVICES Title:
Date: Date: !
ORIGINAL.
MANAGEMENT SERVICES AGREEMENT
This MANAGEMENT SERVICES AGREEMENT ("Agreement")is made as of October 1, 2002, by
and between Pitney Bowes Management Services, Inc. ("PBMS")a Delaware corporation with its
principal place of business at One Elmcroft Road, Stamford, Connecticut 06926-0700, and City of
Huntington Beach, a municipal government with offices at 2000 Main Street, Huntington Beach,
CA 92648 („Customer'):
SECTION 1. Term
1.01 This Agreement shall become effective as of the commencement date set forth in
Exhibit A (the "Commencement Date"), and shall remain,in•effect for a period of five (5)
years from such date, unless sooner terminated pursuant to the terms hereof.
Thereafter, unless notice of termination is given by either party to the other party at least
sixty(60) days prior to the end of the initial five(5)year term, the term.of this Agreement
shall continue on a year-to-year basis until terminated by either party by giving notice to
the other party at least sixty (60) days prior to the end of any subsequent one (1) year
renewal term.
SECTION 2. Agreement to Provide Services
2.01 PBMS will establish a management services center(s)at the location(s)set forth in
Exhibit A(each a"Center'). PBMS will provide to Customer the management services
detailed in Exhibit B, as may be amended from time to time(the"Services"), in
accordance with the terms and conditions set forth herein, using the equipment set forth
in Exhibit C(the"Equipment"). Customer shall pay the prices, charges and amounts
t based on rates all as set forth in Exhibit D (collectively, the"Prices")for the provisiomof
Services by PBMS.
SECTION 3. Services to be Provided
3.01 Intentionally deleted.
3.02 Any material change to the Services, including,without limitation, reduction or
enhancement of equipment, personnel or services, and any associated change in the
Prices, must be agreed to in writing by both parties. Should any such material change
occur, Customer and PBMS will enter into pricing negotiations prior to implementing a
Price change. All such changes will be implemented upon execution of a written
agreement-confirming the Price change(s).
3.03 PBMS will furnish the supplies listed in Exhibit C. Customer shall furnish all other
supplies necessary for the performance of the Services.
3.04 Services shall commence on the Commencement Date or on such later date as the
parties may agree upon in writing.
3.05 PBMS will provide the Services during the hours specified in Exhibit A. PBMS may vary
staffing as it deems appropriate to reflect Customers workload activity. Upon the giving
of reasonable notice by Customer to PBMS, additional people in excess of those.
regularly scheduled to work and additional hours of operation will be provided to
Customer, in which event PBMS will charge Customer for such additional persons
and/or hours according to the overtime fees set forth in Exhibit D.
1 3.06 For a period to be mutually agreed upon by Customer and PBMS prior to the
Commencement Date, PBMS and Customer will coordinate all steps necessary for an
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orderly transition of the Services to PBMS. During such period, PBMS will provide such
personnel as is appropriate to assist Customer in setting up the Center and Customer
shall pay start up fees as set forth in Exhibit D.
SECTION 4. Standards of Performance;Warranty Disclaimer
4.01. All Services.shall. be performed in a manner substantially consistent with the standards
of performance set forth in Exhibit B.(the"Standards of Performance")and in a manner
that is skillful and workmanlike.
4.02 In the event that PBMS performs any,component of the Services in a manner that is not
substantially consistent with the Standards of Performance, Customer shall notify PBMS.
Upon such notification, PBMS shall promptly take steps to correct or redo the applicable
component of the Services.
4.03 In the event PBMS consistently fails to perform significant components of the Services in
a manner substantially consistent with the Standards of Performance, Customer shall
notify PBMS in writing, specifying in reasonable detail documented instances of
performance inconsistent with the Standards of Performance. Within five(5) business
days of such notification, PBMS shall either correct the deficiencies or submit a
comprehensive corrective action plan to Customer for approval, which approval shall not
be unreasonably withheld, conditioned or delayed. PBMS' failure to correct the
deficiencies or comply with such corrective action plan within the time specified in the
plan shall constitute non-performance by PBMS. Customer shall then have the option of
terminating this Agreement, as set forth in Section 14.02, as a sole and exclusive
remedy for any breach of the Standards of Performance.
4.04 THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT ARE THE_ONLY
WARRANTIES MADE BY PBMS. PBMS EXPRESSLY.DISCLAIMS ANY AND ALL
OTHER REPRESENTATIONS,WARRANTIES AND CONDITIONS OF ANY KIND OR
NATURE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION,
REPRESENTATIONS, WARRANTIES AND CONDITIONS OF, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY STATUTE OR
OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE.
PBMS DOES NOT REPRESENT OR WARRANT THAT: (i)THE SERVICES WILL
MEET CUSTOMER'S REQUIREMENTS; (ii)THE SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE; OR(iii)THAT ALL ERRORS IN THE SERVICES
CAN BE CORRECTED.
SECTION 5. Personnel
5.01 PBMS will provide personnel required to perform the Services. PBMS shall be solely
responsible for the supervision, daily direction and control of its employees. In addition,
PBMS shall be responsible for payment of all compensation, benefits and employer taxes
relating to such persons(including workers'compensation and disability). Furthermore,
PBMS employees shall not be eligible for Customers employee benefits.
5.02.1 Customer will grant PBMS personnel access to the Center(s) and other work areas
where the Services are to be performed, as well as Customers common areas, including
parking and cafeterias. PBMS personnel will observe Customer's normal rules and regulations
in effect from time to time as made known to PBMS by Customer and at all times will conduct
themselves in a professional and appropriate manner.
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5.03 Nonsolicitation
(a) Customer agrees that during the term of this Agreement and for a period,of one(1)
year after the termination of this Agreement, it will not(i)hire any person who is at
any time during the term of this Agreement an employee of PBMS or an
independent contractor of PBMS, (ii)solicit, entice, induce or encourage any person
who is at any time during the term of this Agreement an employee of PBMS or.an
independent contractor of PBMS to become employed or retained by.Customer or
any other person, corporation or entity, or(iii)approach any such employee for such
purpose or authorize or knowingly approve the taking of such actions by any other
person, corporation or entity, in each case without the express written consent of
PBMS,which consent may be withheld in the sole and absolute discretion of PBMS.
The provisions of this Section 5.03 shall survive termination of this Agreement as
necessary to effect its purpose.
(b) If Customer violates Section 5.03(a), Customer shall compensate PBMS with a
one-time settlement equal to(i)the annual salary of each exempt employee
involved plus(ii)one-half(112)the annual wages of each non-exempt employee
involved, calculated at the last applicable rate of pay of each such former
employee.
SECTION S. Contract Administration and Management Reporting
6.01 Customer shall designate a"Contract Administrator"for this Agreement who will serve
as the liaison between PBMS and Customer. PBMS will direct all questions regarding
this Agreement and the Services to the Contract Administrator and shall be fully
protected in relying upon,instructions.and approval.from the Contract Administrator.
6.02 PBMS shall designate a"Customer Service Lead Associate"for this Agreement. The
Customer Service Lead Associate will be in charge of the day-to-day delivery of Services
hereunder and will be the point of contact for all operational issues that arise.
6.03 PBMS will provide activity reports to Customer within established time frames and in a
format mutually agreed upon by both parties.
6.04 PBMS shall maintain accurate records.of all amounts billable to, and payments made by,
Customer under this Agreement in accordance with generally accepted accounting
principles. PBMS shall preserve such records for a period of two(2)years after the
termination of this Agreement. Customer shall have access to such records, upon prior
written request to PBMS, at all reasonable times during PBMS' normal business hours
during the period in which PBMS is required to maintain such records, for the purpose of
verifying the accuracy of.Customer billings.
6.05 The respective party will provide prior notice to the other party of any change in the
Contract Administrator or Customer Service Lead Associate. -
SECTION 7. Facilities
7.01 Customer will make available to PBMS, at no cost to PBMS, an area(s)of the size and
type as mutually agreed upon by the parties at Customer's facilities for establishment of
the Center. Customer will provide to PBMS, at no cost to PBMS, a secure location for
the temporary storage of packages.
7.02 Customer shall be responsible for(i)the preparation of the designated space in its
facility for the Center prior to the Commencement Date, including, but not limited to,
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removal or rearrangement of walls and partitions as required, installation or
rearrangement of shelving units, tables or similar equipment, and electric power and
wiring, local telephone service, and air ventilation and cooling required for installation or
operation of the Equipment, all as mutually agreed upon by the parties, and (6)the cost
of the installation of the Equipment. Customer will keep PBMS advised of the progress
of preparing the Center and PBMS will provide assistance as PBMS deems necessary.
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7.03 PBMS.shall advise Customer of the scheduled installation of the.Equipment, such
installation to take place where possible on or prior to the Commencement Date.
Customer shall complete the preparation of the designated space at the Center and j
cooperate with PBMS in a manner which permits PBMS to cause all such Equipment to j
be installed and operational on or prior to the Commencement Date of this Agreement.
7.04 Customer shall also provide, at:its cost, such office equipment as PBMS and Customer
shall mutually agree to in order to operate the Center. Such equipment shall include,
without limitation, the office equipment set forth in Exhibit C and desks, telephones, file
cabinets,sorting bins, mail carts,tables and chairs.
7.05 Customer shall at all times be responsible for providing all services reasonably.
necessary for the operation of the Center at Customer's expense, including but not
limited to, maintenance, utilities(including,without limitation, access to a single analog
telephone line for a PBMS Manager Workstation), safety, security, HVAC, lighting and
custodial services.
7.06 As soon as practicable following execution of this Agreement, Customer shall furnish
PBMS, for each of the facilities at which the Services are to be performed hereunder. (i)
its rules and regulations; (ii)floor plan; (iii)office directory; and (iv) such other
information as is necessary or as.PBMS may reasonably request for PBMS.to perform
the Services. i
SECTION 8. Equipment
8.01 Intentionally deleted.
8.02 During the term of this Agreement, Customer shall continue in force, at Customer's
expense, maintenance and repair service contracts with respect to any Equipment
owned, leased or rented by Customer to be used at the Center. Unless otherwise
agreed to by the parties, Customer does hereby authorize PBMS to contact such service j
providers as is necessary to maintain and/or repair the Equipment so that the operations
of the Center may continue uninterrupted. Customer shall inform such service providers
of PBMS'authority and shall direct them to respond to PBMS' requests for service.
Customer shall be responsible for the payment of all costs associated with the
maintenance.and repair of the Equipment. .
8.03 The.Equipment shall at all times remain the property of either PBMS, lessor, renter or
Customer, each as indicated in Exhibit C, it being expressly agreed that neither this
Agreement nor its performance shall transfer to PBMS or to Customer any right, title or
interest whatsoever in or to any Equipment that is not shown to be owned by such party in
Exhibit C; provided, however, that upon termination or expiration of the Agreement, Section
14.04 shall govern the obligations of the parties with respect to the Equipment. With
respect to any Equipment owned by PBMS, Customer agrees, by signing this Agreement, to
execute a Form UCC-1 or similar form for filing with appropriate State authorities,for the
purpose of giving notice of PBMS'ownership of such Equipment.
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(C0003199.6)
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8.04 Intentionally deleted.
SECTION 9. Prices and Payment Terms
9.01 The start up fees stated in Exhibit D shall apply and shall be payable according to the
terms of Exhibit D.
9.02 Prices for Services to be provided hereunder shall be billed as of the Commencement
Date.
9.03 All Prices, including without limitation any minimum monthly charges, shall be increased
annually by five percent(5%)over the last prevailing Price at each anniversary of the
Commencement Date.
9.04 All Prices provided for in this Agreement are exclusive of all federal, state, municipal or
other governmental excise, sales, use or similar taxes,which taxes will be billed to
Customer if required to be collected and remitted by PBMS. In this regard,whether any
such taxes are required to be collected and remitted shall be determined by PBMS in its
sole discretion if PBMS has received written guidance from a tax authority stating such
taxes are applicable to the Services and any ancillary goods or services. Personal
property taxes for Equipment owned or leased by PBMS, state and local privilege and
excise taxes based on gross revenue, and taxes based on or measured by PBMS'net
income, shall be paid by PBMS, unless the parties otherwise agree.
9.05 All Prices that are recurring monthly charges for Services to be provided, including
management fees, minimum monthly charges and other fixed fees, will be billed in
advance at the.beginning of each month for the.current month. Prices for charges for
Services in excess of the minimum monthly charges, if.any, including but not limited to
overtime, reprographics overages, and other charges incurred, will be billed in the month
following the month in which such charges were incurred. Payments are due not later
than thirty(30)days after date of invoice. All amounts that are thirty(30)days past due
will be subject to a monthly service charge of 1.0%of the outstanding balance.
9.06 Customer shall directly pay for postage, including any postage payment required for the
private carriage of mail,for courier and express mail fees, for mailroom supplies
(envelopes, boxes, etc.)and for similar expenses.
9.07 PBMS has developed expertise in reducing its customers'general operating costs by
identifying efficiencies in a customer's business operations and favorable pricing from
third party vendors for their goods and services. Customer acknowledges that.it would
benefit from-PBMS'cost reduction expertise and agrees to provide PBMS an incentive to
identify same by sharing with PBMS any gain or benefit it receives as a result of,PBMS'
efforts. Therefore, the parties agree that PBMS may, from time to time, identify and
propose to Customer specific.operations, goods and/or services where Customer's costs
can be reduced, utilizing the form attached hereto as.Exhibit F..The proposal(s)shall
include the identification of the business operation(s), goods and/or services, the
proposed changes in same, and the projected cost savings based on the price the
Customer is paying at the time of the proposal(s). Within thirty(30) days of Customer's
receipt of a proposal, Customer shall either approve or reject the proposal by executing
the form accordingly and delivering same to PBMS. PBMS will then implement the cost
savings in the approved proposal(s)within sixty(60)days of its receipt of said written
approval. PBMS shall receive a fee of fifty percent(50%) of the cost savings for the first
six months, and twenty five percent(25%)of cost savings for the next twelve months,
from the initial date of cost savings regardless of any termination or expiration of this
Agreement. PBMS shall provide Customer with monthly reports as to the amount of the
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cost savings and PBMS' share of the cost savings shall be billed to,and paid by,
Customer monthly, in arrears. Customer shall cooperate with PBMS in implementing the =
cost savings, and provide documentation reasonably necessary to calculate and confirm .
the cost savings. Areas for cost savings shall include, but are not limited to: private mail,
carrier and delivery services; postage; presort courier services; labor,facility costs and
expenses; office supplies; business equipment; and general business services.
Customer agrees not to circumvent PBMS by implementing any cost savings.proposed.
by PBMS without paying the fee set forth.above, while.this Agreement is in effect and for
a period of two(2)years after expiration or termination for any reason. Customer
acknowledges that the proposed cost savings are estimated and may not reflect the
actual savings over time. Should PBMS default by failing to implement the estimated
cost savings in a proposal in a timely manner, upon thirty(30)days prior written notice to
PBMS by Customer, and PBMS'failure to cure such default within said time period,
Customer may terminate that proposal as its sole remedy.
SECTION 1.0. Insurance
10.01 PBMS shall at all times during the term of this Agreement maintain the indicated levels
of the following types of insurance, with carriers that maintain a Best rating of A or better.
A. General Liability $4,000,000
B. Worker's Compensation - Statutory
C. Employer's Liability $2,000,000
D. Automobile Liability $2,000,000
E. Employee Crime Liability $5,000,000
10.02 PBMS shall furnish to Customer, upon request, a standard form Certificate of Insurance
naming Customer as an additional insured under PBMS' eneral liabili g g ty covers a with
respect to provision of PBMS' Services at Customer's Center(s). Such Certificate of
Insurance shall also provide that the insurer shall endeavor to give Customer notice
thirty(30)days prior to cancellation of any policy referenced in the certificate.
SECTION 11. Indemnification
11.01 Each party agrees to indemnify and hold harmless the other, its respective directors,
officers and employees, from all losses, claims of losses, damages and expenses
(including without limitation court costs and reasonable attorneys'fees)asserted against
the indemnified party by third parties and directly and proximately caused by the
negligent acts or omissions or misconduct of the indemnifying party, its directors, officers
or employees.
11.02 The party claiming indemnification under this Section 11 (the"indemnified party")shall
promptly notify the other party(the"indemnifying party")of such claim. The indemnifying
party shall have the right to control the defense of the claim including the right,with the
consent of the indemnified party(which consent shall not be unreasonably withheld,
conditioned or delayed), to compromise or settle such claim. The indemnified party shall
participate in such defense if requested to do so by the indemnifying party and shall be
reimbursed for its reasonable direct out-of-pocket expenses incurred as a result of such
participation.
11.03 Customer shall be responsible for ensuring that it has appropriate rights to all materials
that it directs PBMS to copy, use or distribute and shall indemnify and hold harmless
PBMS, its directors, officers, agents and employees from and against any and all suits,
actions, legal proceedings, claims, demands, or costs arising from such copying, use or
distribution at the request or instructions of Customer, if applicable.
(C0003199.6)
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11.04 PBMS' maximum liability under this Section 11 is limited to those amounts set forth in.
Section 13.
SECTION 12. Confidentiality and Protection of Intellectual Property
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1.2.01 PBMS acknowledges that in providing the Services hereunder it may have access to
confidential or proprietary information of Customer. PBMS agrees to use such
information that is identified in writing by Customer as being confidential or proprietary
only to fulfill its obligations under this Agreement and agrees to hold such information in
confidence.
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12.02 PBMS shall inform its employees and independent contractors who require access to
information of Customer in order for PBMS to perform the Services hereunder of the
confidentiality obligations set forth in Section 12.01 above, and PBMS shall cause them E
to abide by such obligations.
12.03 Customer agrees that all confidential or proprietary information used or created by PBMS
to provide Services shall be and remain the sole and exclusive property of PBMS or its
licensors, including software, accounting systems (including, but not limited to, PBMS'
Business Practice Standards/ISO 9000 Work Flows, Manager Workstation, Quick Guide
Reference, Operations Manual, Distribution Matrix, Interoffice Mail Testing Procedures,
Site Implementation Plan, and forms, report forms and like material including Works
Made for Hire(all collectively, 'PBMS Information"). Customer further agrees that it shall
not use such PBMS Information for any purpose not directly related to the provision of
Services by PBMS. Customer also agrees that, upon termination of this Agreement,
such PBMS Information shall immediately be returned by Customer to PBMS..
12.04 Notwithstanding the provisions of.Section 12.03, the records and data generated by
PBMS and delivered to Customer shall not be considered PBMS Information and may be
retained by Customer.
SECTION 13. Limits on Liability
13.01 PBMS' liability hereunder for any claim of whatever nature shall be limited to the
amounts recovered from PBMS' insurer under the insurance identified and subject to the
limits stated in Section 10; except that PBMS shall not be liable for more than Two
Hundred Dollars($200) per document, envelope or package in the event of physical
loss, damage, or delay in delivery.
13.02 .In no event shall either party to this Agreement be liable to the other for special, punitive,
incidental, consequential or indirect damages, including without limitation lost profits,
loss of data, business opportunity or goodwill, even if such party had knowledge of, or
could reasonably foresee, the.possibility thereof.
SECTION 14. Termination
14.01 PBMS shall have the right to terminate this Agreement immediately, at any time, if
Customer fails to make timely payment of any amount due hereunder, and such default
continues for a period of twenty(20)days after written notice of such default to
Customer. The City of Huntington Beach may terminate this Agreement with 30 days 1
written notice if its City Council fails to appropriate funds annually in conjunction with this
contract.
14.02 In the event of substantial non-performance as described in Section 4.03 and PBMS'
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failure to correct deficiencies or submit a corrective action plan in accordance with and
-within the time specified in Section 4.03, Customer shall have the right to terminate this
j Agreement with respect to the Center at which such non-performance has occurred
upon thirty(30)days prior written notice to PBMS. Such termination shall be Customer's
sole remedy for breach of any Standards of Performance.
14.03 In addition to all other rights or.remedies provided for this Agreement or by law,this
Agreement shall automatically terminate in the event that: (a)a party hereto shall make a
general assignment for the benefit of creditors, (b)a party hereto admits in writing its
inability to pay debts as they mature, (c)a trustee, custodian or receiver is appointed by
any court with respect to a party hereto or any substantial part of such party's assets, or
(d)an action is taken by or against a party hereto under any bankruptcy or insolvency
laws or laws relating to the relief of.debtors, including the United States Bankruptcy Code
and such action is not dismissed within thirty(30)days of commencement of the action.
14.04 Upon termination of this Agreement for any reason, the following shall apply with respect
to the Center(s)and the Equipment:
a. PBMS shall, prior to the effective date of termination, and during such time frame
as is mutually agreed upon by PBMS and Customer, remove all proprietary cost
accounting software owned by PBMS,and PBMS' Manager Workstation from the
Center at its own cost and.risk. Customer shall take no action to prevent or delay
PBMS'removal of such equipment. After removing such equipment, PBMS shall
have no further responsibility with respect to the Center or Customer's facility or
for the provision of any Services at such Center.
b. Customer agrees to reimburse PBMS for all costs of supplies purchased to
provide the Services; after which reimbursement, said supplies shall be
transferred to and become the property of Customer;and(iv)pay to PBMS any
other direct costs incurred by PBMS as a result of the termination of this
Agreement(excluding severance pay for PBMS employees).
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14.05 Termination of this Agreement shall not relieve either party of the obligation to pay any i
amounts due, or to give any credit due, for Services rendered prior to the effective date
of termination. i
SECTION 15. Force Majeure
15.01 Neither PBMS nor Customer shall be held responsible or incur any liability for any delay or
failure in performance of any part of this Agreement to the extent that such delay or failure
results from causes beyond its control, including but not limited to fire, flood, explosion,war,
labor dispute,embargo, government requirement, civil or military authority, natural
disasters, or other,similar types of situations.. If such situation occurs, the party delayed or
Unable to perform shall give prompt written notice to the other party and shall use its
commercially reasonable best efforts to resume operations,to the extent possible,as soon
as practicable after the cessation of the situation. If operations cannot be resumed within a
period of thirty(30)days after a force majeure situation commences, the performing party
shall have the option to terminate this Agreement by giving fifteen (15)days prior written.
notice to the other party, provided, however, that in the event of a labor dispute the party
whose employees are not involved in the labor dispute may terminate this Agreement by
giving five(5)days written notice if such dispute has not ceased after fifteen(15)days.
{C0003199.6}
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SECTION 16. Exhibits
16.01 Any Exhibits attached hereto are specifically made a part of this Agreement.
16.02 Any Exhibit may be amended or augmented only by the mutual written consent of the
parties. Any such amended.Exhibit shall be signed by both parties hereto and attached
hereto and shalt be considered a:part of this Agreement.
SECTION 17. Notices
17.01 All statements, notices and other communications to be given hereunder(other than
requests from Customer for Services)shall be in writing and, unless otherwise provided,
shall be deemed to have been duly given when delivered (i) in person, (ii)three(3)days
after deposited in the U.S. Mail, postage prepaid, properly addressed, registered or
certified mail, return receipt requested, to the address as set forth below, or to such
other address or addresses as may be designated in writing by notice given to the other
party pursuant to this Section 17.01 or(iii) by facsimile upon confirmation of receipt:
If to PBMS:
General Manager
Pitney Bowes Management Services, Inc.
1149 S. Broadway, Suite#100
L.A., CA 90712
Fax:213-745-6318
With a copy to:
Contracts Administrator
Pitney.Bowes Management Services, Inc.
23 Barry Place
Stamford, CT 06926
Fax: (203) 326-6208
If to Customer:
Richard Amadril _
Central Services Manager
1st Floor, 2000 Main Street
Huntington Beach, CA 92648
SECTION 18. Thud party Software
18.01 Intentionally deleted.
SECTION 19. Authority and Compliance with Laws
19.01 PBMS and Customer each represent and warrant that during the term of this Agreement
the following shall remain true statements as they apply to each party: That.it is duly
organized, existing and in good standing as a corporation or Municipality, governed by
the State of California; that it is duly qualified to do business as a corporation or
municipal government in the State of California and every other jurisdiction where such
qualifications may be necessary, and that it has all the necessary power and authority to
make, execute, deliver and perform this Agreement.
(C0003199.6)
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. a
19.02 PBMS warrants that it does not and will not discriminate against any personnel because
of age, race, gender, sexual orientation, religion, ancestry, color, national origin, marital
} status,veteran status, disability, or any other factors not related to a person's ability to
do a job in accordance with federal, state or local law. PBMS shall provide reasonable
accommodations to all qualified employees so that they may perform all of the essential
functions of their jobs. ,
19..03 PBMS shall substantially..comply with the provision_s of all applicable federal, state, i
county and local laws, ordinances, statutes, rules, regulations, and license and permit
requirements applicable to it with respect to the Services provided under this Agreement
including, but not limited to, labor and employment law, immigration law, health and
safety law, and environmental law. PBMS shall not be obligated to perform the Services
in conditions it deems to be unsafe for its employees. PBMS will not handle hazardous
waste or hazardous materials. Notwithstanding the foregoing, Customer acknowledges
that it is aware of the requirements of the Private Express Statutes (the"PES")and
agrees that Customer shall be solely responsible for compliance with the PES.
i
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19.04 Customer shall comply with the provisions of all applicable federal, state, county and
local laws, ordinances, statutes, rules, regulations, and license and permit requirements F
applicable to it with respect to the Services provided under this Agreement including, but
not limited to,the PES, labor and employment law, immigration law, health and safety
law, and environmental law. r
SECTION 20. Entire Agreement
20.01 This Agreement supersedes all prior written or verbal agreements, proposals,
understandings and discussions between the parties. This Agreement cannot be
modified unless in.writing and signed by.both parties. ...
SECTION 21. Miscellaneous
21.01 This Agreement shall be governed and construed in accordance with the laws of the
State of California without regard to its conflicts of laws principles.
i
21.02 It is understood by PBMS and Customer that the relationship between the parties
hereunder shall at all times be that of independent contractors, and nothing herein shall
be construed to create any partnership,joint venture, agency, employment or other
similar relationship.
21.03 If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or
unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall
be construedas though it did not contain the particular provision or provisions held to be
invalid or unenforceable.
21.04 No waiver shall be deemed to be made by any party of any of its rights hereunder unless
the same shall be in a writing signed by the waiving party, and any waiver shall be a
waiver only with respect to the specific instance involved and shall in no way impair the
rights or the obligations of any party in any other respect at any other time.
21.05 This Agreement may not be assigned without the prior written consent of the other party,
except that either party may assign this agreement to a parent, subsidiary, affiliate, or
successor to substantially all of the assets of either party. Any purported assignment
without consent shall be deemed null and void and having no effect.
21.06 This Agreement may be executed in counterparts, each of which shall be deemed to be
'I
(C0003199.6)
Form 1/29/02 -10-
Last printed 10/10/2002 9:22 AM
• ORIGINAL.
an original, and all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as,of the
date first above written.
PITNEY BOWES EME SE C IN
By:
Name: ynt ' hmii
Title: 1c resident EiPane . . .
lnistration '
CUSTOMER
By:
Name:
Title:
f
E
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(C0003199.6)
Form 1/29/02 -11-
Last printed 10110/2002 9*22 AM
MANAGEMENT SERVICES AGREEMENT
L
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Exhibit A
Commencement Date,.Center(s)and Hours
A. This Agreement will commence on October 1, 2002, (the"Commencement Date").
B. PBMS will assume responsibility for the Services set forth in Exhibit B hereto at the
following Customer location(s) (each a"Center"):
Central Services Department
City of Huntington Beach
2000 Main Street
Huntington Beach,CA 92648
C . The hours of operation will be:
Mailing:
Monday to Friday: 8:00 A.M.to 5:00 P.M.
(C0003199.6)
Form 1/29/02 -12-
Last printed 10/10/2002 9:22 AM
MANAGEMENT SERVICES AGREEMENT
1 Exhibit B
Services and Standards of Performance
CITY HALL DROP OFF AND PICK UP MAIL DELIVERIES
LOWER LEVEL: Credit Union,Information Systems,Maintenance,Risk Management,Reprographics,
Employee Benefits,Emergency Services,Beach Project,
Police(different building)
1ST FLOOR: Treasurers/Business License,Public Works,Human Resources,Accounting,Administrative
Services,Procurement,Real Estate Services
2"d FLOOR: City Clerk
3`d FLOOR: Planning/Building
4t°FIOOR: Administration,City Attorneys
!P FLOOR: Community Services,Economic Development
PBMS will rovide"full mail services. Dail Hour of operation s`
Mail Services P y. .
Receiving,sorting and delivering USPS incoming mail,
interoffice mail and time sensitive mail twice daily.
Third run—pick up only.
Processing and tracking inbound and outbound
Express,Certified and registered mail. Transaction
records will be maintained for monitoring expenses
and delivery verification.
PBMS will deliver accountable mail and printed
materials within the customer guidelines. Customer
will provide guidelines to PBMS. r
PBMS will operate and maintain postal equipment and
meters. PBMS will coordinate service calls. Customer
is financially responsible for equipment and service.
PBMS will manage customer funds for postage
meters.
PBMS will monitor and evaluate outbound mailing
requirements to determine appropriate postal metering
and mailing requirements are in place to minimize
expenditures.
Customer will provide written notification of their
required procedures.
In no event shall PBMS be responsible for any liability
to damages or injuries resulting from PBMS failure to
identify a package as requiring special handling under
such procedures.
{C0003199.61
Form 1/29/02 -13-
Last printed 10/10/2002 9:22 AM
MANAGEMENT SERVICES AGREEMENT
Exhibit C
Equipment
C-1 Equipment to be provided b PBMS.
P Y
None
C-2 Equipment to be provided by Customer.
T'he Bell;&I~IoWell 1ltalstar 3b4 b sthonr�ng Skem
• Centralized control panel with error detection simplifies operator setup and shortens recovery
procedures.
• Easier adjustable guides making job setup and changeover quicker.
• Upgradeable to accommodate 18 stations(Room to grow and keep the citizens informed).
• When the machine does jam,it stops automatically and postage is not wasted.
• Ability to accommodate a wider range of sizes.
Stuffs and stamps up to 10,000 envelopes per hour compared to the old machine of 5,280 per
hour
ASCOIt1'32(�� d1llaaCltiit tit
"Mailine Machine"
• Processes 200 envelopes per minute compared to the old machine of 96 envelopes.
• Automatically set date/time(this will be a problem for some of you)
"Scale"
• Electronic scale interfaces with the mail machine and instantly set the correct postage.
• Accounting function permits us to track expenditures of up to 500 cost centers.
"Best Way"allows you to shop the various carriers(UPS,Fed Ex,Emery,Airborne,DHL&USPS)to
determine the least shipping cost by destination.
C-3 Office equipment to be provided by Customer.
• Desk, desk lamp,telephone, fax machine, other—as needed and mutually agreed
C-4 Software/Systems to be provided by PBMS.
None
C-5 Supplies to be provided by PBMS.
None
{C0003199.6)
Form 1/29/02 -14-
Last printed 10/10/2002 9:22 AM
j MANAGEMENT SERVICES AGREEMENT
Exhibit D
Prices
[The following is a guide to be tailored for specific services. Delete wording for services
that do not apply]
(a) Start Up Fees: Start up fees shall be approximately$250.00 and shall be payable in full
by Customer on the Commencement Date.
(b) Mail and Internal Messenger Services: Mail and Internal Messenger Services will be
provided at the following rate:
$ 5000.00 per month.
Postage, Federal Express, and other similar disbursements will be paid directly by
Customer. PBMS shall provide supporting documentation of these expenses.
runs, all runs over will be charged at
(f) Overtime: Overtime rates will be as follows:
Lead Customer
Service Rep.
Weekdays: $28:00/hr.
Weekends:
Holidays:
(h) Key Pricing Assumptions:
• Prices are based on current volumes and fixed for volume changes of 10%; pricing
modifications will be reviewed and mutually agreed to.
i
{C0003199.6}
Form 1/29/02 -15-
Last printed 10/10/2002 9:22 AM
MANAGEMENT SERVICES AGREEMENT
Exhibit F r
Form of Gain Sharing Proposal
Pitney .Bowes'.Management Services,: Inc.: ("PBMS") hereby submits the following cost
reduction proposal("Proposal")to ("Customer'):
Type of Operation(s), Good(s), and/or Service(s):
Current Cost to Customer-
Proposed Reduced Cost to Customer/Estimated Savings:
Additional Details(attach additional pages as necessary):
r
I
1
If approved by Customer below, PBMS is authorized to implement the estimated cost savings
in this Proposal, and shall implement same within sixty (60) days of its receipt of said approval.
PBMS shall receive a fee of fifty percent (50%) of the cost savings for the first six months, and
twenty five percent (25%) of cost savings for the next twelve months, from the initial date of cost
savings regardless of any termination or expiration of the Agreement (as defined below). This
Proposal is subject to the terms of the Management Services. Agreement between.the parties
("Agreement'). PBMS shall provide Customer with monthly reports as.to the amount of the cost
savings and PBMS' share of the cost savings shall be billed to, and paid by, Customer monthly, in
arrears. Customer shall cooperate with PBMS in implementing the cost savings, and provide
documentation reasonably necessary to calculate and confirm the cost savings. Customer agrees
not to circumvent PBMS by implementing the cost savings proposed herein by PBMS without
paying to PBMS the fees set forth above while the Agreement is in effect, and for a period of two
(2) years after expiration or termination thereof, for any reason. Customer acknowledges that the
proposed cost savings set forth herein are estimated and may not reflect the actual savings over
time. Should PBMS default by failing to implement the estimated cost savings, upon thirty (30)
days prior written notice to PBMS by Customer, and PBMS'failure to cure such default within said
time period, Customer may terminate this Proposal as its sole remedy.
Customer shall have thirty(30)days from this_day of , 200_to either
accept or reject this-Proposal.
Pitney Bowes Management Services,
Inc.
By:
Name:
Title:
Customer hereby(CHECK ONE)ACCEPTS OR REJECTS this Proposal
this day of , 200_
[CUSTOMER]
By
Name/Title
(C0003199.6)
Form 1/29/02 -16-
Last printed 10/10/2002 9-22 AM
r� 0. ss-
i
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MANAGEMENT SERVICES AGREEMENT
1 Exhibit F
Form of Gain Sharing.Proposal
Pitney :Bowes Management Services, Inc. ("PBMS")..hereby submits the following .cost
reduction proposal ("Proposal")to ("Customer"):..
Type of Operation(s), Good(s), and/or Service(s):
Current Cost.to Customer.
Proposed Reduced Cost to Customer/Estimated Savings:
Additional Details(attach additional pages as necessary): i
If approved by Customer below, PBMS is authorized to implement the estimated cost savings
in this Proposal, and shall implement same within sixty (60) days of its receipt of said approval.
PBMS shall receive a fee*of fifty percent (50%) of the cost savings for the first six months, and `
twenty five percent (25%) of cost savings for the next twelve months, from the initial date of cost
savings.regardless of any termination or expiration Of the Agreement (as defined below). This
Proposal is subject to.the terms of the Management Services Agreement between the parties
(°Agreement"). PBMS shall provide Customer.with monthly-reports as to the amount of the cost
l savings and PBMS' share of the cost savings shall be billed to,and paid by,Customer monthly,in
arrears. Customer shall cooperate with PBMS in implementing the cost savings, and provide
documentation reasonably necessary to calculate and confirm the cost savings. Customer agrees
not to circumvent PBMS by implementing the cost savings proposed herein by PBMS.without
paying to PBMS the fees set forth above while the Agreement is in effect, and for a period of two
(2)years after expiration or termination thereof, for any reason. Customer acknowledges that the
proposed cost savings set forth herein are estimated and may not reflect the actual savings over
time. Should PBMS default by failing to implement the estimated cost savings, upon thirty (30)
days prior written notice to PBMS by Customer, and PBMS'failure to cure such default within said
time period, Customer may terminate this Proposal as its sole remedy.
Customer shall have thirty(30)days from this_day of ,200_to either
accept or reject this Proposal.
Pitney Bowes Management Services,
Inca
By: :
Name:
Title:
Customer hereby(CHECK ONE)ACCEPTS OR REJECTS this Proposal
this day of . 200_
[CUSTOMER]
By
Name/Title
(C0003199.6)
Fort"1/29/02 -16-
Last printed 10/10/2002 9:22 AM
INSURANCE AND INDEMNIFICATION WAIVER
MODIFICATION REQUEST
1. Requested by: Clay Martin, Director of Administrative Services
2. Date: October 2, 2002
3. Name of contractor/permittee: Pitney Bowes Management Services, Inc.
4. Description of work to be performed: Establish a mail management service center
5. Value and length of contract: 5 years
6. Waiver/modification request: Reverse indemnification.
7. Reason for request and why it should be granted: Risk of loss is carrired by party causing
loss.
8. Identify the risks to the City in approving this waiver/modification: City will indemnify PBMS
for loss caused by City employees, if any.
r,,Q 7�
tA3 �Z
Dee ment Head Signature Date:
APPRQVALS =
Approvals must b"e obtained in the order listed on this form Two approvals are required.
for a request to be granted Approval from the Clty Administrators Office is only required"if
Risk Management andthe City Attorneys Office disagree.
1. Risk Management A116
ITApproved ElDenied �/ /�
Signature Date
2. City,Attorney's Office
E Approved _❑ Deniedzf (djZ to 2
Signature t Date
3. City Administrator's Office
Approved ❑ Denied0"�nPW4L,--, Jo d
Signature D to
if approved;the.corimpleted waiver[modificatlon request iy" to be submitted to the
City Attorney's Office along with the contract for approval 'Once t e contract has been approved,
this form is to be filed with the Risk Management Division of Administrative Services
Insurance& Indemnification Waiver 10/2/2002 1:59 PM
1
{C0003 t 99.6}
Form 1/29/02 -17-
Last printed 10/10/2002 9:22 AM
• r ORIGINAL
an original, and all of which taken together shall constitute one and the same instrument.
_^ IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
PITNEY BOWES YA SE IC IN
By:
Name: Ynt S
Title: lc resi end
ee Administration
CUSTOMER
By:
Name:
Title:
(C0003199.6)
Form 1/29/02 -11-
Last printed 10/10/2002 9:22 AM
j FROM THE DESK OF i
�-?AUL D'ALESSANDRO
ExT. 5615
TO: DATE• - b
I ❑ FOR YOUR INFO ❑ PER Yi�JR,REQUEST
❑ SIGN/INITIAL& RETURN ❑ FOR R�VIEY'&iCOMMENT
PLEASE HANDLE ❑ REAQ_& R�fURN
,I
❑ PLEASE CONTACT ME ❑ DISCARD
OTHER aL7-21t��� &A;*tl�
• b
N A
•�I , -i= Su ity
INSURANCE AND INDEMNIFICATION WAIVER-
HW Beach£ � MODIFICATION REQUEST
1. Requested by: Clay Martin, Director of Administrative Services
2. Date: October 2, 2002
3. Name of contractor/permittee: Pitney Bowes Management Services, Inc.
4. Description of work to be performed: Establish a mail management service center
5.. Value and length of contract: 5 years
6. Waiver/modification request: Reverse indemnification.
7. Reason for request and why it should be granted: Risk of loss is carrired by party causing
loss.
8. Identify the risks to the City in approving this waiver/modification: City will indemnify PBMS
for loss caused by City employees, if any.
bo/3/0 Z
De p ment Head Signature Date:
APPROVALS
: :Approvals must be obtained`in the order fisted on this form Two approvaIs are required,
fora request to be.granted._ Approval from the City,Adrhihistrator's Office'is only:required if
Risk:Management and`the City:Attorneys Office disagree
1. Risk Management
CTApproved. ❑ Denied
Signature Date
2. City Attorney's Office
-EApproved El Denied�tA
Signature t Date
3. City Administrator's Office ` /
Approved El Denied _ 10 o_Z
Signature D to
If approved; the completed waiver/modification request i to be submitted fo the
City Attorneys Office along with the contract for approval. Once the contracf has been approved,
this form is to be filed with the Risk:Management Division of-Administrative Services
Insurance& Indemnification Waiver 10/2/2002 1:59 PM
- 0 R I G I N A L
MANAGEMENT SERVICES AGREEMENT
This MANAGEMENT SERVICES AGREEMENT ("Agreement") is made as of October 1, 2,002, by fl
an&between Pitney Bowes Management Services, Inc. ("PBMS") a Delaware corporation with its
principal place of business at One Elmcroft Road, Stamford, Connecticut 06926-0700, and City of
Huntington Beach, a municipal government with offices at 2000 Main Street, Huntington Beach,
CA 92648 ("Customer").
SECTION 1. Term
1.01 This Agreement shall become effective as of the commencement date set forth in
Exhibit A (the "Commencement Date"), and shall remain in effect for a period of five (5)
years from such date, unless sooner terminated pursuant to the terms hereof.
Thereafter, unless notice of termination is given by either party to the other party at least
sixty (60) days prior to the end of the initial five (5)year term, the term of this Agreement
shall continue on a year-to-year basis until terminated by either party by giving notice to
the other party at least sixty (60) days prior to the end of any subsequent one (1) year
renewal term.
SECTION 2. Agreement to Provide Services
2.01 PBMS will establish a management services center(s) at the location(s) set forth in
Exhibit A(each a"Center"). PBMS will provide to Customer the management services
detailed in Exhibit B, as may be amended from time to time (the"Services"), in
accordance with the terms and conditions set forth herein, using the equipment set forth
in Exhibit C (the"Equipment"). Customer shall pay the prices, charges and amounts
•� based on rates all as set forth in Exhibit D (collectively, the"Prices") for the provision of
Services by PBMS.
SECTION 3. Services to be Provided
3.01 Intentionally deleted.
3.02 Any material change to the Services, including, without limitation, reduction or
enhancement of equipment, personnel or services, and any associated change in the
Prices, must be agreed to in writing by both parties. Should any such material change
occur, Customer and PBMS will enter into pricing negotiations prior to implementing a
Price change. All such changes will be implemented upon execution of a written
agreement confirming the Price change(s).
103 PBMS will furnish the supplies listed in Exhibit C. Customer shall furnish all other
supplies necessary for the performance of the Services.
3.04 Services shall commence on the Commencement Date or on such later date as the
parties may agree upon in writing.
3.05 PBMS will provide the Services during the hours specified in Exhibit A. PBMS may vary
staffing as it deems appropriate to reflect Customer's workload activity. Upon the giving
of reasonable notice by Customer to PBMS, additional people in excess of those
regularly scheduled to work and additional hours of operation will be provided to
Customer, in which event PBMS will charge Customer for such additional persons
and/or hours according to the overtime fees set forth in Exhibit D.
• 3.06 For a period to be mutually agreed upon by Customer and PBMS prior to the
Commencement Date, PBMS and Customer will coordinate all steps necessary for an
(C0003199.6)
Form 1/29/02
Last printed 10/10/2002 9:22 AM
Y
1
orderly transition of the Services to PBMS. During such period, PBMS will provide such
personnel as is appropriate to assist Customer in setting up the Center and Customer •
j shall pay start up fees as set forth in Exhibit D.
SECTION 4. Standards of Performance; Warranty Disclaimer
4.01 All Services shall be performed in a manner substantially consistent with the standards
of performance set forth in Exhibit B (the"Standards of Performance") and in a manner
that is skillful and workmanlike.
4.02 In the event that PBMS performs any component of the Services in a manner that is not
substantially consistent with the Standards of Performance, Customer shall notify PBMS.
Upon such notification, PBMS shall promptly take steps to correct or redo the applicable
component of the Services.
4.03 In the event PBMS consistently fails to perform significant components of the Services in
a manner substantially consistent with the Standards of Performance, Customer shall
.notify PBMS in writing, specifying in reasonable detail documented instances of
performance inconsistent with the Standards of Performance. Within five(5) business
days of such notification, PBMS shall either correct the deficiencies or submit a
comprehensive corrective action plan to Customer for approval, which approval shall not
be unreasonably withheld, conditioned or delayed. PBMS' failure to correct the
deficiencies or comply with such corrective action plan within the time specified in the
plan shall constitute non-performance by PBMS. Customer shall then have the option of
terminating this Agreement, as set forth in Section 14.02, as a sole and exclusive
remedy for any breach of the Standards of Performance.
4.04 THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT ARE THE ONLY
WARRANTIES MADE BY PBMS. PBMS EXPRESSLY DISCLAIMS.ANY AND ALL •
OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND OR
NATURE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION,
REPRESENTATIONS, WARRANTIES AND CONDITIONS OF, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY STATUTE OR
OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE.
PBMS DOES NOT REPRESENT OR WARRANT THAT: (i)THE SERVICES WILL
MEET CUSTOMER'S REQUIREMENTS; (ii)THE SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE; OR (iii)THAT ALL ERRORS IN THE SERVICES
CAN BE CORRECTED.
SECTION 5. Personnel
5.01 PBMS will provide personnel required to perform the Services. PBMS shall be solely
responsible for the supervision, daily direction and control of its employees. In addition,
PBMS shall be responsible for payment of all compensation, benefits and employer taxes
relating to such persons(including workers'compensation and disability). Furthermore,
PBMS employees shall not be eligible for Customer's employee benefits.
5.02.1 Customer will grant PBMS personnel access to the Center(s)and other work areas
where the Services are to be performed, as well as Customer's common areas,including
parking and cafeterias. PBMS personnel will observe Customer's normal rules and regulations
in effect from time to time as made known to PBMS by Customer and at all times will conduct
themselves in a professional and appropriate manner.
l (C0003199.6) •
Form 1/29/02 -2-
Last printed 10/10/2002 9:22 AM
5.03 Nonsolicitation
• 1 (a) Customer agrees that during the term of this Agreement and for a period of one (1)
year after the termination of this Agreement, it will not(i) hire any person who is at
any time during the term of this Agreement an employee of PBMS or an
independent contractor of PBMS, (ii) solicit, entice, induce or encourage any person
who is at any time during the term of this Agreement an employee of PBMS or an
independent contractor of PBMS to become employed or retained by Customer or
any other person, corporation or entity, or(iii)approach any such employee for such
purpose or authorize or knowingly approve the taking of such actions by any other
person, corporation or entity, in each case without the express written consent of
PBMS, which consent may be withheld in the sole and absolute discretion of PBMS.
The provisions of this Section 5.03 shall survive termination of this Agreement as
necessary to effect its purpose.
(b) If Customer violates Section 5.03(a), Customer shall compensate PBMS with a
one-time settlement equal to(i)the annual salary of each exempt employee
involved plus (ii) one-half(1/2)the annual wages of each non-exempt employee
involved, calculated at the last applicable rate of pay of each such former
employee.
SECTION 6. Contract Administration and Management Reporting
6.01 Customer shall designate a"Contract Administrator"for this Agreement who will serve
as the liaison between PBMS and Customer. PBMS will direct all questions regarding
this Agreement and the Services to the Contract Administrator and shall be fully
protected in relying upon instructions and approval from the Contract Administrator.
6.02 PBMS shall designate a"Customer Service Lead Associate"for this Agreement. The
Customer Service Lead Associate will be in charge of the day-to-day delivery of Services
hereunder and will be the point of contact for all operational issues that arise.
6.03 PBMS will provide activity reports to Customer within established time frames and in a
format mutually agreed upon by both parties.
6.04 PBMS shall maintain accurate records of all amounts billable to, and payments made by,
Customer under this Agreement in accordance with generally accepted accounting
principles. PBMS shall preserve such records for a period of two (2)years after the
termination of this Agreement. Customer shall have access to such records, upon prior
written request to PBMS, at all reasonable times during PBMS' normal business hours
during the period in which PBMS is required to maintain such records, for the purpose of
verifying the accuracy of Customer billings.
6.05 The respective party will provide prior notice to the other party of any change in the
Contract Administrator or Customer Service Lead Associate.
SECTION 7. .Facilities
7.01 Customer will make available to PBMS, at no cost to PBMS, an area(s)of the size and
type as mutually agreed upon by the parties at Customer's facilities for establishment of
the Center. Customer will provide to PBMS, at no cost to PBMS, a secure location for
the temporary storage of packages.
7.02 Customer shall be responsible for(i) the preparation of the designated space in its
facility for the Center prior to the Commencement Date, including, but not limited to,
• {C0003199.6)
Form 1/29/02 -3-
Last printed 10/10/2002 9:22 AM
• i i
removal or rearrangement of walls and partitions as required, installation or
rearrangement of shelving units, tables or similar equipment, and electric power and •
! wiring, local telephone service, and air ventilation and cooling required for installation or
operation of the Equipment, all as mutually agreed upon by the parties, and (ii)the cost
of the installation of the Equipment. Customer will keep PBMS advised of the progress
of preparing the Center and PBMS will provide assistance as PBMS deems necessary.
7.03 PBMS shall advise Customer of the scheduled installation of the Equipment, such
installation to take place where possible on or prior to the Commencement Date.
Customer shall complete the preparation of the designated space at the Center and
cooperate with PBMS in a manner which permits PBMS to cause all such Equipment to
be installed and operational on or prior to the Commencement Date of this Agreement.
7.04 Customer shall also provide, at,its cost, such office equipment as PBMS and Customer
shall mutually agree to in order to operate the Center. Such equipment shall include,
without limitation, the office equipment set forth in Exhibit C and desks, telephones, file
cabinets, sorting bins, mail carts, tables and chairs.
7.05 Customer shall at all times be responsible for providing all services reasonably
necessary for the operation of the Center at Customer's expense, including but not
limited to, maintenance, utilities(including, without limitation, access to a single analog
telephone line for a PBMS Manager Workstation), safety, security, HVAC, lighting and
custodial services.
7.06 As soon as practicable following execution of this Agreement, Customer shall furnish
PBMS, for each of the facilities at which the Services are to be performed hereunder: (i)
its rules and regulations; (ii)floor plan; (iii)office directory; and (iv) such other
information as is necessary or as PBMS may reasonably request for PBMS to perform
the Services. •
SECTION 8. Equipment
8.01 Intentionally deleted.
8.02 During the term of this Agreement, Customer shall continue in force, at Customer's
expense, maintenance and repair service contracts with respect to any Equipment
owned, leased or rented by Customer to be used at the Center. Unless otherwise
agreed to by the parties, Customer does hereby authorize.PBMS to contact such service
providers as is necessary to maintain and/or repair the Equipment so that the operations
of the Center may continue uninterrupted. Customer shall inform such service providers
of PBMS'authority and shall direct them to respond to PBMS' requests for service.
Customer shall be responsible for the payment of all costs associated with the
maintenance and repair of the Equipment.
8.03 The Equipment shall at all times remain the property of either PBMS, lessor, renter or
Customer, each as indicated in Exhibit C, it being expressly agreed that neither this
Agreement nor its performance shall transfer to PBMS or to Customer any right, title or
interest whatsoever in or to any Equipment that is not shown to be owned by such party in
Exhibit C; provided, however, that upon termination or expiration of the Agreement, Section
14.04 shall govern the obligations of the parties with respect to the Equipment. With
respect to any Equipment owned by PBMS, Customer agrees, by signing this Agreement, to
execute a Form UCC-1 or similar form for filing with appropriate State authorities, for the
purpose of giving notice of PBMS'ownership of such Equipment.
•
Form 1/29/02 -4-
Last printed 10/10/2002 9:22 AM
8.04 Intentionally deleted.
. SECTION 9. Prices and Payment Terms
9.01 The start up fees stated in Exhibit D shall apply and shall be payable according to the
terms of Exhibit D.
.9.02 Prices for Services to be provided hereunder shall be billed as of the Commencement
Date.
9.03 All Prices, including without limitation any minimum monthly charges, shall be increased
annually by five percent(5%)over the last prevailing Price at each anniversary of the
Commencement Date.
9.04 All Prices provided for in this Agreement are exclusive of all federal, state, municipal or
other governmental excise, sales, use or similar taxes,which taxes will be billed to
Customer if required to be collected and remitted by PBMS. In this regard, whether any
such taxes are required to be collected and remitted shall be determined by PBMS in its
sole discretion if PBMS has received written guidance from a tax authority stating such
taxes are applicable to the Services and any ancillary goods or services. Personal
property taxes for Equipment owned or leased by PBMS, state and local privilege and
excise taxes based on gross revenue, and taxes based on or measured by PBMS' net
income, shall be paid by PBMS, unless the parties otherwise agree.
9.05 All Prices that are recurring monthly charges for Services to be provided, including
management fees, minimum monthly charges and other fixed fees, will be billed in
advance at the beginning of each month for the current month. Prices for charges for
Services in excess of the minimum monthly charges, if any, including but not limited to
overtime, reprographics overages, and other charges incurred, will be billed in the month
following the month in which such charges were incurred. Payments are due not later
than thirty(30)days after date of invoice. All amounts that are thirty(30)days past due
will be subject to a monthly service charge of 1.0% of the outstanding balance.
9.06 Customer shall directly pay for postage, including any postage payment required for the
private carriage of mail,for courier and express mail fees, for mailroom supplies
(envelopes, boxes, etc.)and for similar expenses.
9.07 PBMS has developed expertise in reducing its customers'general operating costs by
identifying efficiencies in a customer's business operations and favorable pricing from
third party vendors for their goods and services. Customer acknowledges that it would
benefit from PBMS'cost reduction expertise and agrees to provide PBMS an incentive to
identify same by sharing with PBMS any gain or benefit it receives as a result of.PBMS'
efforts. Therefore, the parties agree that PBMS may, from time to time, identify and
propose to Customer specific operations, goods and/or-services where Customer's costs
can be reduced, utilizing the form attached hereto as.Exhibit F. The proposal(s) shall
include the identification of the business operation(s), goods and/or services, the
proposed changes in same, and the projected cost savings based on the price the
Customer is paying at the time of the proposal(s). Within thirty(30)days of Customer's
receipt of a proposal, Customer shall either approve or reject the proposal by executing
the form accordingly and delivering same to PBMS. PBMS will then implement the cost
savings in the approved proposal(s)within sixty(60)days of its receipt of said written
approval. .PBMS shall receive a fee of fifty percent(50%) of the cost savings for the first
six months, and twenty five percent(25%) of cost savings for the next twelve months,
from the initial date of cost savings regardless of any termination or expiration of this
Agreement. PBMS shall provide Customer with monthly reports as to the amount of the
(C0003199.6)
Form 1/29/02 -5-
Last printed 10/10/2002 9:22 AM
1
cost savings and PBMS' share of the cost savings shall be billed to, and paid by,
Customer monthly, in arrears. Customer shall cooperate with PBMS in implementing the •
cost savings, and provide documentation reasonably necessary to calculate and confirm
the cost savings. Areas for cost savings shall include, but are not limited to: private mail,
carrier and delivery services; postage; presort courier services; labor; facility costs and
expenses; office supplies; business equipment; and general business services.
Customer agrees not to circumvent PBMS by implementing any cost savings proposed
by PBMS without paying the fee set forth above, while this Agreement is in effect and for
a period of two(2)years after expiration or termination for any reason. Customer
acknowledges that the proposed cost savings are estimated and may not reflect the
actual savings over time. Should PBMS default by failing to implement the estimated
cost savings in a proposal in a timely manner,upon thirty(30)days prior written notice to
PBMS by Customer, and PBMS'failure to cure such default within said time period,
Customer may terminate that proposal as its sole remedy.
SECTION 10. Insurance
10.01 PBMS shall at all times during the term of this Agreement maintain the indicated levels
of the following types of insurance, with carriers that maintain a Best rating of A or better.
A. General Liability $4,000,000
B. Worker's Compensation Statutory
C. Employer's Liability $2,000,000
D. Automobile Liability $2,000,000
E. Employee Crime Liability $5,000,000
10.02 PBMS shall furnish to Customer, upon request, a standard form Certificate of Insurance
naming Customer as an additional insured under PBMS' general liability coverage with
respect to provision of PBMS' Services at Customer's Center(s). Such Certificate of •
Insurance shall also provide that the insurer shall endeavor to give Customer notice
thirty(30)days prior to cancellation of any policy referenced in the certificate.
SECTION 11. Indemnification
11.01 Each party agrees to indemnify and hold harmless the other, its respective directors,
officers and employees, from all losses, claims of losses, damages and expenses
(including without limitation court costs and reasonable attorneys'fees)asserted against
the indemnified party by third parties and directly and proximately caused by the
negligent acts or omissions or misconduct of the indemnifying party, its directors, officers
or employees.
11.02 The party claiming indemnification under this Section 11 (the"indemnified party")shall
promptly notify the other party(the"indemnifying party")of such claim. The indemnifying
party shall have the right to control the defense of the claim including the right, with the
consent of the indemnified party(which consent shall not be unreasonably withheld,
conditioned or delayed), to compromise or settle such claim. The indemnified party shall
participate in such defense if requested to do so by the indemnifying party and shall be
reimbursed for its reasonable direct out-of-pocket expenses incurred as a result of such
participation.
11.03 Customer shall be responsible for ensuring that it has appropriate rights to all materials
that it directs PBMS to.copy, use or distribute and shall indemnify and hold harmless
PBMS, its directors, officers, agents and employees from and against any and all suits,
actions, legal proceedings, claims, demands, or costs arising from such copying, use or
distribution at the request or instructions of Customer, if applicable.
Y •
{C0003199.6}
Form 1/29/02 -6-
Last printed 10/10/2002 9:22 AM
1 • •
11.04 .PBMS' maximum liability under this Section 11 is limited to those amounts set forth in
Section 13.
SECTION 12. Confidentiality and Protection of Intellectual Property
12.01 PBMS acknowledges that in providing the Services hereunder it may have access to
confidential or proprietary information of Customer. PBMS agrees to use such
information that is identified in writing by Customer as being confidential or proprietary
only to fulfill its obligations under this Agreement and agrees to hold such information in
confidence.
12.02 PBMS shall inform its employees and independent contractors who require access to
information of Customer in order for PBMS to perform the Services hereunder of the
confidentiality obligations set forth in Section 12.01 above, and PBMS shall cause them
to abide by such obligations.
12.03 Customer agrees that all confidential or proprietary information used or created by PBMS
to provide Services shall be and remain the sole and exclusive property of PBMS or its
licensors, including software, accounting systems (including, but not limited to, PBMS'
Business Practice Standards/ISO 9000 Work Flows, Manager Workstation, Quick Guide
Reference, Operations Manual, Distribution Matrix, Interoffice Mail Testing Procedures,
Site Implementation Plan, and forms, report forms and like material including Works
Made for Hire (all collectively, "PBMS Information"). Customer further agrees that it shall
not use such PBMS Information for any purpose not directly related to the provision of
Services by PBMS. Customer also agrees that, upon termination of this Agreement,
such PBMS Information shall immediately be returned by Customer to PBMS.
12.04 Notwithstanding the provisions of Section 12.03, the records and data generated by
PBMS and delivered to Customer shall not be considered PBMS Information and may be
retained by Customer. .
SECTION 13. Limits on Liability
- 13.01 PBMS' liability hereunder for any claim of whatever nature shall be limited to the
amounts recovered from PBMS' insurer under the insurance identified and subject to the
limits stated in Section 10; except that PBMS shall not be liable for more than Two
Hundred Dollars($200) per document, envelope or package in the event of physical
loss, damage, or delay in delivery.
13.02 .In no event shall either party to this Agreement be liable to the other for special, punitive,
incidental, consequential or indirect damages, including without limitation lost profits,
loss of data, business opportunity or goodwill, even if such party had knowledge of, or
could reasonably foresee, the possibility thereof.
SECTION 14. Termination
14.01 PBMS shall have the right to terminate this Agreement immediately, at any time, if
Customer fails to make timely payment of any amount due hereunder, and such default
continues for a period of twenty(20)days after written notice of such default to
Customer. The City of Huntington Beach may terminate this Agreement with 30 days
written notice if its City Council fails to appropriate funds annually in conjunction with this
contract.
14.02 In the event of substantial non-performance as described in Section 4.03 and PBMS'
• C0003199.6
Form 1/29/02 -7-
Last printed 10/10/2002 9:22 AM
tf. ,
failure to correct deficiencies or submit a corrective action plan in accordance with and
within the time specified in Section 4.03, Customer shall have the right to terminate this •
Agreement with respect to the Center at which such non-performance has occurred
upon thirty(30)days prior written notice to PBMS. Such termination shall be Customer's
sole remedy for breach of any Standards of Performance.
14.03 In addition to all other rights or remedies provided for in this Agreement or by law,this
Agreement shall automatically terminate in the event that: (a)a party hereto shall make a
general assignment for the benefit of creditors, (b) a party hereto admits in writing its
inability to pay debts as they mature, (c)a trustee, custodian or receiver is appointed by
any court with respect to a party hereto or any substantial part of such party's assets, or
(d)an action is taken by or against a party hereto under any bankruptcy or insolvency
laws or laws relating to the relief of.debtors, including the United States Bankruptcy Code
and such action is not dismissed within thirty(30)days of commencement of the action.
14.04 Upon termination of this Agreement for any reason, the following shall apply with respect
to the Center(s) and the Equipment:
a. PBMS shall, prior to the effective date of termination, and during such time frame
as is mutually agreed upon by PBMS and Customer, remove all proprietary cost
accounting software owned by PBMS, and PBMS' Manager Workstation from the
Center at its own cost and.risk. Customer shall take no action to prevent or delay
PBMS' removal of such equipment. After removing such equipment, PBMS shall
have no further responsibility with respect to the Center or Customer's facility or
for the provision of any Services at such Center.
b. Customer agrees to reimburse PBMS for all costs of supplies purchased to
provide the Services, after which reimbursement, said supplies shall be
transferred to and become the property of Customer; and (iv) pay to PBMS any •
other direct costs incurred by PBMS as a result of the termination of this
Agreement(excluding severance pay for PBMS employees).
14.05 Termination of this Agreement shall not relieve either party of the obligation to pay any
amounts due, or to give any credit due, for Services rendered prior to the effective date
of termination.
SECTION 16. Force Majeure
15.01 Neither PBMS nor Customer shall be held responsible or incur any liability for any delay or
failure in performance of any part of this Agreement to the extent that such delay or failure
results from causes beyond its control, including but not limited to fire, flood, explosion, war,
labor dispute,embargo, government requirement, civil or military authority, natural
disasters, or other similar types of situations. If such situation occurs, the party delayed or
unable to perform shall give prompt written notice to the other party and shall use its
commercially reasonable best efforts to resume operations, to the extent possible; as soon
as practicable after the cessation of the situation. If operations cannot be resumed within a
period of thirty(30)days after a force majeure situation commences, the performing party
shall have the option to terminate this Agreement by giving fifteen (15)days prior written
notice to the other party, provided, however, that in the event of a labor dispute the party
whose employees are not involved in the labor dispute may terminate this Agreement by
giving five(5)days written notice if such dispute has not ceased after fifteen(15)days.
(C0003199.6)
Form 1/29/02 -8-
Last printed 10/10/2002 9:22 AM
SECTION 16. Exhibits
• , 16.01 Any Exhibits attached hereto are specifically made a part of this Agreement.
16.02 Any Exhibit may be amended or augmented only by the mutual written consent of the
parties. Any such amended Exhibit shall be signed by both parties hereto and attached
hereto and shall be considered a part of this Agreement.
SECTION 17. Notices
17.01 All statements, notices and other communications to be given hereunder(other than
requests from Customer for Services)shall be in writing and, unless otherwise provided,
shall be deemed to have been duly given when delivered (i) in person, (ii)three (3) days
after deposited in the U.S. Mail, postage prepaid, properly addressed, registered or
certified mail, return receipt requested, to the address as set forth below, or to such
other address or addresses as may be designated in writing by notice given to the other
party pursuant to this Section 17.01 or(iii) by facsimile upon confirmation of receipt:
If to PBMS:
General Manager
Pitney Bowes Management Services, Inc.
1149 S. Broadway, Suite#100
L.A., CA 90712
Fax: 213-745-6318
With a copy to:
Contracts Administrator
Pitney Bowes Management Services, Inc.
i 23 Barry Place
Stamford, CT 06926
Fax: (203) 326-6208
If to Customer:
Richard Amadril
Central Services Manager
1s'Floor, 2000 Main Street
Huntington Beach, CA 92648
SECTION 18. Third Party Software
18.01 Intentionally deleted.
SECTION 19. Authority and Compliance with Laws
19.01 PBMS and Customer each represent and warrant that during the term of this Agreement
the following shall remain true statements as they apply to each party: That it is duly
organized, existing and in good standing as a corporation or Municipality, governed by
the State of California; that it is duly qualified to do business as a corporation or
municipal government in the State of California and every other jurisdiction where such
qualifications may be necessary, and that it has all the necessary power and authority to
make, execute, deliver and perform this Agreement.
(C0003199.6)
Form 1/29/02 -9-
Last printed 10/10/2002 9:22 AM
19.02 PBMS warrants that it does not and will not discriminate against any personnel.because
of age, race, gender, sexual orientation, religion, ancestry, color, national origin, marital •
status, veteran status, disability, or any other factors not related to a person's ability to
do a job in accordance with federal, state or local law. PBMS shall provide reasonable
accommodations to all qualified employees so that they may perform all of the essential
functions of their jobs.
19.03 PBMS shall substantially comply with the provisions of all applicable federal, state,
county and local laws, ordinances, statutes, rules, regulations, and license and permit
requirements applicable to it with respect to the Services provided under this Agreement
including, but not limited to, labor and employment law, immigration law, health and
safety law, and environmental law. PBMS shall not be obligated to perform the Services
in conditions it deems to be unsafe for its employees. PBMS will not handle hazardous
waste or hazardous materials. Notwithstanding the foregoing, Customer acknowledges
that it is aware of the requirements of the Private Express Statutes(the"PES")and
agrees that Customer shall be solely responsible for compliance with the IDES.
19.04 Customer shall comply with the provisions of all applicable federal, state, county and
local laws, ordinances, statutes, rules, regulations, and license and permit requirements
applicable to it with respect to the Services provided under this Agreement including, but
not limited to, the IDES, labor and employment law, immigration law, health and safety
law, and environmental law.
SECTION 20. Entire Agreement
20.01 This Agreement supersedes all prior written or verbal agreements, proposals, .
understandings and discussions between the parties. This Agreement cannot be
modified unless in writing and signed by both parties.
SECTION 21. Miscellaneous
•
21.01 This Agreement shall be governed and construed in accordance with the laws of the
State of California without regard to its;conflicts of laws principles.
21.02 It is understood by PBMS and Customer that the relationship between the parties
hereunder shall at all times be'that of independent contractors, and nothing herein shall
be construed to create any partnership,joint venture, agency, employment or other
similar relationship.
21.03 If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or
unenforceability shall not invalidate this Agreement as a whole, but this Agreement shall
be construed as though it did not contain the particular provision or provisions held to be
invalid or unenforceable.
21.04 No waiver shall be deemed to be made by any party of any of its rights hereunder unless
the same shall be in a writing signed by the waiving party, and any waiver shall be a
waiver only with respect to the specific instance involved and shall in no way impair the
rights or the obligations of any party in any other respect at any other time.
21.05 This Agreement may not be assigned without the prior written consent of the other party,
except that either party may assign this agreement to a parent, subsidiary, affiliate, or
successor to substantially all of the assets of either party. Any purported assignment
without consent shall be deemed null and void and having no effect.
21.06 This Agreement may be executed in counterparts, each of which shall be deemed to be •
l IC0003199.6}
Form 1/29/02 -10-
Last printed 10/10/2002 9:22 AM
• • 0R16 N A L
an original, and all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
'PITNEY BOWES EME SE IC IN
By:
Name: Ynt i S
Title: vlcgUrresident. Firmanee o .
inistration
CUSTOMER
By:
Name:
Title: S
i
O AS TO P01W
A
�s�oz
• (C0003199.6)
Form 1/29/02 -11-
Last printed 10/10/2002 9:22 AM
MANAGEMENT SERVICES AGREEMENT
Exhibit A
Commencement Date,Center(s)and Hours
A. This Agreement will commence on October 1, 2002, (the"Commencement Date").
B. PBMS will assume responsibility for the Services set forth in Exhibit B hereto at the
following Customer location(s) (each a"Center"):
Central Services Department
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
C . The hours of operation will be:
Mailin :
Monday to Friday: 8:00 A.M.to 5:00 P.M.
(C0003199.6) •
Form 1/29/02 -12-
Last printed 10/10/2002 9:22 AM
• • ORIGINAL
an original, and all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
PITNEY BOWES EME SE IC IN
By:
Name: Ynt Schmitt
Title: vlc residPnt EiPa,,. Adn,inistration
CUSTOMER
By:
Name:
Title: S
{C0003199.6}
Form 1/29/02 -11-
Last printed 10/10/2002 9:22 AM
MANAGEMENT SERVICES AGREEMENT
• ,! Exhibit B
Services and Standards of Performance
CITY HALL DROP OFF AND PICK UP MAIL DELIVERIES
LOWER LEVEL: Credit Union,Information Systems,Maintenance,Risk Management,Reprographics,
Employee Benefits,Emergency Services,Beach Project,
Police(different building)
1ST FLOOR: Treasurers/Business License,Public Works,Human Resources,Accounting,Administrative
Services,Procurement,Real Estate Services
2"d FLOOR: City Clerk
3rd FLOOR: Planning/Building
41h FIOOR: Administration,City Attorneys
51h FLOOR: Community Services,Economic Development
Mail Services PBMS will provide full mail services. Daily Hour of operation
Receiving,sorting and delivering USPS incoming mail,
interoffice mail and time sensitive mail twice daily.
Third run—pick up only.
Processing and tracking inbound and outbound
Express,Certified and registered mail. Transaction
records will be maintained for monitoring expenses
and delivery verification.
PBMS will deliver accountable mail and printed
materials within the customer guidelines. Customer
will provide guidelines to PBMS.
PBMS will operate and maintain postal equipment and
meters. PBMS will coordinate service calls. Customer
is financially responsible for equipment and service.
PBMS will manage customer funds for postage
meters.
PBMS will monitor and evaluate outbound mailing
requirements to determine appropriate postal metering
and mailing requirements are in place to minimize
expenditures.
Customer will provide written notification of their
required procedures.
In no event shall PBMS be responsible for any liability
to damages or injuries resulting from PBMS failure to
identify a package as requiring special handling under
such procedures.
(C0003199.6)
Form 1/29/02 -13-
Last printed 10/10/2002 9:22 AM
MANAGEMENT SERVICES AGREEMENT.
Exhibit C
•
Equipment
C-1 Equipment to be provided by PBMS.
None
C-2 Equipment to be provided by Customer:
The Bell&Howell Ma�lstar 3UU 6 station tnsertm s stems
• Centralized control panel with error detection simplifies operator setup and shortens recovery
procedures.
• Easier adjustable guides making job setup and changeover quicker.
• Upgradeable to accommodate 18 stations(Room to grow and keep the citizens informed).
• When the machine does jam, it stops automatically and postage is not wasted.
• Ability to accommodate a wider range of sizes.
Stuffs and stamps up to 10,000 envelopes per hour compared to the old machine of 5,280 per
hour
Ascom3201 Maihn Machme�&AH100 Scale ; , x e
"Mailing Machine"
• Processes 200 envelopes per minute compared to the old machine of 96 envelopes. •
• Automatically set date/time(this will be a problem for some of you)
"Scale"
• Electronic scale interfaces with the mail machine and instantly set the correct postage.
• Accounting function permits us to track expenditures of up to 500 cost centers.
"Best Way"allows you to shop the various carriers(UPS,Fed Ex,Emery,Airborne,DHL&USPS)to
determine the,least shipping cost by destination.
C-3 Office equipment to be provided by Customer.
• Desk, desk lamp, telephone, fax machine, other—as needed and mutually agreed
C-4 Software/Systems to be provided by PBMS.
None
C-5 Supplies to be provided by PBMS.
None
{C0003199.6)
Form 1/29/02 -14-
Last printed 10/10/2002 9:22 AM
•j MANAGEMENT SERVICES AGREEMENT
Exhibit D
Prices
[The following is a guide to be tailored for specific services. Delete wording for services
that do not apply]
(a) Start Up Fees: Start up fees shall be approximately$250.00 and shall be payable in full
by Customer on the Commencement Date.
(b) Mail and Internal Messenger Services: Mail and Internal Messenger Services will be
provided at the following rate:
$ 5000.00 per month.
Postage, Federal Express, and other similar disbursements will be paid directly by
Customer. PBMS shall provide supporting documentation of these expenses.
runs, all runs over will be charged at
(f) Overtime: Overtime rates will be as follows:
Lead Customer
i Service Rep.
Weekdays: $28:00/hr.
Weekends:
Holidays:
(h) Key Pricing Assumptions:
• Prices are based on current volumes and fixed for volume changes of 10%; pricing
modifications will be reviewed and mutually agreed to.
(C0003199.6)
Form 1/29/02 -15-
Last printed 10/10/2002 9:22 AM
MANAGEMENT SERVICES AGREEMENT
Exhibit F •
Form of Gain Sharing Proposal
Pitney Bowes Management Services, Inc. ("PBMS") hereby submits the following cost
reduction proposal ("Proposal")to ("Customer"):
Type of Operation(s), Good(s), and/or Service(s):
Current Cost to Customer:
Proposed Reduced Cost to Customer/Estimated Savings:
Additional Details (attach additional pages as necessary):
If approved by Customer below, PBMS is authorized to implement the estimated cost savings
in this Proposal, and shall implement same within sixty (60) days of its receipt of said approval.
PBMS shall receive a fee of fifty percent (50%) of the cost savings for the first six months, and
twenty five percent (25%) of cost savings for the next twelve months, from the initial date of cost
savings regardless of any termination or expiration of the Agreement (as defined below). This
Proposal is subject to the terms of the Management Services Agreement between the parties
("Agreement"). PBMS shall provide Customer with monthly reports as to the amount of the cost
savings and PBMS' share of the cost savings shall be billed to, and paid by, Customer monthly, in •
arrears. Customer shall cooperate with PBMS in implementing the cost savings, and provide
documentation reasonably necessary to calculate and confirm the cost savings. Customer agrees
not to circumvent PBMS by implementing the cost savings proposed herein by PBMS without
paying to PBMS the fees set forth above while the Agreement is in effect, and for a period of two
(2) years after expiration or termination thereof, for any reason. Customer acknowledges that the
proposed cost savings set forth herein are estimated and may not reflect the actual savings over
time. Should PBMS default by failing to implement the estimated cost savings, upon thirty (30)
days prior written notice to PBMS by Customer, and PBMS' failure to cure such default within said
time period, Customer may terminate this Proposal as its sole remedy.
Customer shall have thirty(30) days from this_day of 200_to either
accept or reject this Proposal.
Pitney Bowes Management Services,
Inc.
By:
Name:
Title:
Customer hereby(CHECK ONE)ACCEPTS OR REJECTS this Proposal
this day of , 200_
[CUSTOMER]
By
Name/Title
{C0003199.6)
Form 1/29/02 -16-
Last printed 10/10/2002 9:22 AM
sa trlalv��
MANAGEMENT SERVICES AGREEMENT
Exhibit F
Form of Gain Sharing Proposal
Pitney Bowes Management Services, Inc. (".PBMS"). hereby submits the following cost
reduction proposal ("Proposal")to ("Customer"):
Type of Operation(s), Good(s), and/or Service(s):
Current Cost to Customer.
Proposed Reduced Cost to Customer/Estimated Savings:
Additional Details(attach additional pages as necessary):
If approved by Customer below, PBMS is authorized to implement the estimated cost savings
in this Proposal, and shall implement same within sixty (60) days of its receipt of said approval.
PBMS shall receive a fee of fifty percent (50%) of the cost savings for the first six months, and
twenty five percent (25%) of cost savings for the next twelve months, from the initial date of cost
savings regardless of any termination or expiration of the Agreement (as defined below).:This
- Proposal is subject_ to.the terms of. the Management Services Agreement between the parties
("Agreement`'). PBMS shall provide:Customer with monthly reports as to the amount of the cost
savings and PBMS' share of the cost savings shall be billed to,and paid by, Customer monthly;in
arrears. Customer shall cooperate with PBMS in implementing the cost savings, and provide
documentation reasonably necessary to calculate and confirm the cost savings. Customer agrees
not to circumvent PBMS by implementing the cost savings proposed herein by PBMS without
paying to PBMS the fees set forth above while the Agreement is in effect, and for a period of two
(2) years after expiration or termination thereof, for any reason. Customer acknowledges that the
proposed cost savings set forth herein are estimated and may not reflect the actual savings over
time. Should PBMS default by failing to implement the estimated cost savings, upon thirty (30)
days prior written notice to PBMS by Customer, and PBMS'failure to cure such default within said
time period, Customer may terminate this Proposal as its sole remedy.
Customer shall have thirty(30)days from this_day of 200_to either
accept or reject this Proposal.
Pitney Bowes Management Services,
Inc.
By:
Name:
Title:
Customer hereby(CHECK ONE)ACCEPTS El OR REJECTS 0 this Proposal
this day of , 200_.
[CUSTOMER]
By
Name/Title
(C0003199.6)
Form 1/29/02 -16-
Last printed 10/10/2002 9:22 AM
IM 0—J r 1
MARSH CE RTI F I CATEAIN S U RAN C E CERTIFICATE NUMBER
- -•' NYC-001857291-06
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS
MARSH USA Inc. NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE
601 MERRITT 7 POLICY.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE
NORWALK,CT 06856-0770 AFFORDED BY THE POLICIES DESCRIBED HEREIN.
i MARIE MASSELLO/FAX:203-229-6885 COMPANIES AFFORDING COVERAGE
PITNEYBOW ES.CERTREQUEST@MARSH.COM
COMPANY
303700-ALL-CAS-03-04 PBMS A ACE AMERICAN INSURANCE CO.
INSURED COMPANY
PITNEY BOW ES MANAGEMENT SERVICES B N/A
WORLD HEADQUARTERS
ONE ELMCROFT ROAD COMPANY
STAMFORD,CT 06926-0700 C N/A
COMPANY
D ACE USA
COVERAGES ,
This certifcate supersedes.and replaces any prewotislyissued certificate for the'policy period noted below. 4
THIS IS TO CERTIFY THAT'OLIC;ES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED.
I NOTWITHSTANDING ANY RECUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY
PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,CONDITIONS AND EXCLUSIONS OF SUCH POLICIES.AGGREGATE
LIMITS SHOWN MAY HAVE SEEN REDUCED BY PAID CLAIMS.
CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS
LTR DATE(MMIDD/YY) DATE(MM/DD/YY)
;A GENERAL LIABILITY HDO G19906632 07/01/03 07/01/04 GENERAL AGGREGATE $ 4,000,000
X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG $ 4,000,000
CLAIMS MADE :-- I OCCUR PERSONAL&ADV INJURY $ 2,000,000
OWNER'S&CONTRAC'OR'S PROT EACH OCCURRENCE $ 2,000,000
FIRE DAMAGE(Any one fire) $ 250,000
MED EXP(Any one person $ 5,000
A AUTOMOBILE LIABILITY ISA H07943714 07/01/03 07/01/04
COMBINED SINGLE LIMIT $ 2.000,000
X ANY AUTO
ALL OWNED AUTOS AP ROVED TO FORM: BODILY INJURY $
SCHEDULED AUTOS (Per person)
HIRED AUTOS NIFER MoCiRACity / 7/ BODILY INJURY $
It,
NON-0W NED AUTOS 1 * Attomey (Per accident)
X ELF-INSURED FOR
PROPERTY DAMAGE $
PHYSICAL DAMAGE
GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $
ANY AUTO OTHER THAN AUTO ONLY:
EACH ACCIDENT $
AGGREGATE $
EXCESS LIABILITY EACH OCCURRENCE $
UMBRELLA FORM AGGREGATE $
OTHER THAN UMBRELLA FORM $
D WORKERS COMPENSATION AND WLR C4352690(AOS) 07/01/03 07/01/04 X I TORY LIMITS I ER
EMPLOYERS'LIABILITY
A SCF C4352771A{WI&SC) 07/01/03 07/01/04 EL EACH ACCIDENT $ 2,000,000
THE PROPRIETOR/ X INCL EL DISEASE-POLICY LIMIT $ 2,000,000
PARTNERS/EXECUTIVE
OFFICERS ARE: EXCL EL DISEASE-EACH EMPLOYEE $ 2,000,000
OTHER
DESCRIPTION OF OPERATIONSILOCATIONS/VEHICLESISPECIAL ITEMS
CITY OF HUNTINGTON BEACH IS INCLUDED AS ADDITIONAL INSURED UNDER GENERAL LIABILITY AS RESPECTS OPERATIONS OF THE
INSURED FOR THE SERVICING OF BUSINESS EQUIPMENT OR AS RESPECTS LEASED EQUIPMENT.
CERTIFICATE HOLDER CANCELLATION.
SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,
THE INSURER AFFORDING COVERAGE WILL E96 MAIL__X DAYS WRITTEN NOTICE TO THE
CITY OF HUNTINGTON BEACH CERTIFICATE HOLDER NAMED HEREIN,
ATTN:RICK AMADRIL
2000 MAIN STREET E
HUNTINGTON BEACH,CA 92638 xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
i
MARSH USA INC.
BY: Hilary C.Zeller r
MM1(3102) VALID AS OF: 12/12/03
12/08/2003 17 :34 FAX 60587084 ARM CASUALTY • (a 002/OC
12/09/2003 13:43 FAX 3024766027 ACE ARM' COU NEW YORK Q 002
POLICY NUMBER: HD00199066= ENDT. #66
COMMERCIAL GENERAL LIABILITY
Cra20101001
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS SCHEDULED PERSON OR
ORGANIZATION
This endorsement modifies insurance provided under the following;
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name of person or Organization!
The City of Huntington Beach, its agents, officers and employees
(If no entry appears above, information required to complete this endorsement will be shown in the Declarations as
applicable to this endorsement.)
A. Sactlon II—Who Is An Insured is amended to (1) All work, Including materials, parts or
Include as an insured the person or organization equipment fumished in connection with
shown in the Schedule, but only with respect to such work, on the project (other than
liabUlty arising out of your ongoing operations service, maintenance or repalm) to be
performed for that insured. performed by or on behalf of the addi-
B. With respect to the insurance afforded to these tional insured(s) at the site of the cov-
additional insureds. the following exclusion is Bred operations has been completed;
added: or
2. Exclusions (2) That portion of"your worts"out of which
This insurance Baas not apply to "bodily in- the Injury or damage arises has peen
jury"or"property damage•occurring after: put Its Intended use by any person or
organdation other than another con-
treater or subcontractor engaged in
performing operations for a principal as
a part of the same project
CG 20 10 10 01 0 ISO Properties, Inc„ 2000 Page 1 of 1