State Term Contract 991-530-12-1

AMENDMENT NO. 4

State Term Contract 991-530-12-1

Mail Services

This Amendment No.4 (“Amendment”), effective July 1, 2014, extends the Mail Services State Term Contract No. 991-530-12-1(“Contract”) between the Florida Department of Management Services (“Department”) and Novitex Enterprise Solutions, Inc. (“Contractor”), effectiveJuly 1, 2011, and renewed through June 30, 2014. The parties agree as follows:

1. Contract Extension. In accordance with section 287.057(12), Florida Statutes, the Contract is extended six months effective July 1, 2014. This extension shall be terminated on December31, 2014, or upon the execution of a new contract, whichever occurs first.

1. Effect.All Contract terms and conditions not modified by this Amendment or prior Amendments will continue in full force and effect.

1. Warrant of Authority. Each person signing this Amendment warrants that he or she is duly authorized to bind his or her respective party.

State of Florida,

Department of Management Services:Novitex Enterprise Solutions, Inc.:

By: By:

Name: Kelley J. ScottName:

Title: Director of State Purchasing and Title:

Chief Procurement Officer

Date: Date:

Mail Services – Contract No.: 991-530-12-1 Page 1 of 98

State of Florida Department of Management Services

State Term Contract Number: 991-530-12-1

MAIL SERVICES

Amendment 3: CORPORATE name change

This Amendment is entered into and is effective as of the last date signed below, by and between the State of Florida, Department of Management Services (hereinafter “DMS” or the “Department”), and Pitney Bowes Management Services, Inc., now Novitex Enterprise Solutions, Inc.

WITNESSETH

WHEREAS, on or about July 1, 2011, DMS and Pitney Bowes Management Services, Inc. (Contractor), entered into a contract to providemail services as awarded in the above-mentioned State Term Contract (the “Contract”);

Whereas, on December 2, 2013,Pitney Bowes Management Services, Inc., changed its name to Novitex Enterprise Solutions, Inc., (See Attachment A – State of Delaware Certificate);

WHEREAS, Contractor formally filed its name change with the State of Florida and on December 23, 2013, the state of Florida, Department of State recognized the Contractor as Novitex Enterprise Solutions, Inc., (See Attachment B - Florida Sunbiz Filings);

Whereas, DMS has no objection to Pitney Bowes Management Services, Inc., changing its name to that of Novitex Enterprise Solutions, Inc., and to it providing the goods and services under the Contract for the remainder of the contract term; and

NOW THEREFORE, for the mutual covenants contained herein, the parties hereto agree as follows:

1.Novitex Enterprise Solutions, Inc.,shall provide the goods and services as awarded to Pitney Bowes Management Services, Inc.,in the Contract, and shall enjoy all of the rights and benefits granted under the Contract, which duties and functions and rights and benefits are specifically incorporated herein by reference.

2.All future payments shall be paid to Novitex Enterprise Solutions, Inc., in accordance with the terms and conditions of the Contract.

3.All future correspondence, amendments or documentation shall reflect the current name of the Contractor as “Novitex Enterprise Solutions, Inc.”.

4.To the extent any of the terms of this Amendment conflict with the terms of the Contract, the terms of this Amendment shall control. All other terms of the Contract remain in full force and effect.

5.Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party.

State of Florida DEPARTMENT OFNOVITEX ENTERPRISE SOLUTIONS, INC.

Management SERVICES

By:______By:______

Name: _Kelley J. Scott______Name:_Glen McDonald______

Title: Director of State Purchasing & Chief Title:Director of Contracts______

Procurement Officer

Date:______Date:______

Executed 2/12/2014

See PDF version of contract for signatures and attachments.

Mail Services – Contract No.: 991-530-12-1 Page 1 of 98

This Amendment No.2(“Amendment”), effective as of July 1, 2013, to the Mail Services, State Term Contract No.991-530-12-1(“Contract”) effective as of July 1, 2013, between the State of Florida, Department of Management Services (“Department”) and Pitney Bowes Management Services (“Contractor”) are collectively referred to herein as the “Parties.” All capitalized terms used herein shall have the meaning assigned to them in the Contract, unless otherwise defined herein.

WHEREAS the Department awarded the above referenced Contract to Pitney Bowes Management Services for the provisions of Mail Services; and

WHEREAS the Parties agree to amend the contract as provided in section 1.1 and 4.26 of State Term Contract No. 991-530-12-1; and

THEREFORE, in consideration of the mutual promises contained below, and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following;

I. Contract Amendment. Pursuant to sections 1.1 and 4.26 of the State Term Contract, the State Term Contract No. 991-530-12-1 is renewed for a period of one (1) year at the same terms and conditions, with a new contract expiration date of June 30, 2014.

II. Employment Verification. Pursuant to State of Florida Executive Orders Nos.: 11-02 and 11-116, Contractor is required to utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment of all new employees hired by the Contractor during the contract term. Also, Contractor shall include in related subcontracts a requirement that subcontractors performing work or providing services pursuant to the state contract utilize the E-Verify system to verify employment of all new employees hired by the subcontractor during the contract term.

III. Scrutinized Company List: In executing this contract, Contractor certifies that it is not listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to section 215.473, Florida Statutes. Pursuant to section 287.135(5), F.S., Contractor agrees the Department may immediately terminate this contract for cause if the Contractor is found to have submitted a false certification or if Contractor is placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List during the term of the contract.

IV. Conflict. To the extent any of the terms of this Amendment conflict with the terms of the Contract, the terms of this Amendment shall control.

V. Warrant of Authority. Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party.

VI. Effect. Unless otherwise modified by this Amendment, all terms and conditions contained in the Contract shall continue in full force and effect.

State of Florida, Contractor:

Department of Management Services:

By: ______By: ______

Name: Kelly Loll, C.P.M. Name: Timothy C. Healy

Chief Procurement Officer &

Title: Director of State Purchasing Title: Vice President & Public Sector Leader

Date: ______Date: _01/31/2013______

Mail Services – Contract No.: 991-530-12-1 Page 1 of 98

This Amendment, effective June 15, 2012, is by and between the State of Florida, Department of Management Services (Department), Division of State Purchasing (Division), an agency of the State of Florida with offices at 4050 Esplanade Way #360, Tallahassee, Florida 32399-0950, and Pitney Bowes Management Services FEIN# F133587073, (Contractor), and amends State Term Contract No. 991-530-12-1 (Contract).

Whereas, the parties, upon mutual agreement, initially executed the Contract, for a period of (2) years beginning on July 1, 2011 and to end on June 30, 2013 and,

Whereas,the parties wish to revise the sections addressed.

Now therefore, in consideration of the mutual promises contained in the Contract, the parties agree to the following:

Current contract Sections 5.13, 5.14, 5.22, and 6.8 are hereby deleted and replaced with the following:

1.0Section 5.13 - Contract Reporting Requirements. The Contractor shall be responsible to submit a Monthly Transaction Fee Report, Quarterly Sales Reports, and an Annual Product Replacement Cycle Matrixto be provided during quarterly business reviews. These reports will be submitted as follows:

Monthly Transaction Fee Report. The Contractor is required to submit monthly Transaction Fee Reports in electronic format. For information on how to submit Transaction Fee Reports online, please reference the detailed fee reporting instructions and Vendor training presentations available online at the Transaction Fee Reporting and Vendor Training subsections under Vendors on the MyFloridaMarketPlace website (located at Assistance is also available with the Transaction Fee Reporting System from the MyFloridaMarketPlaceCustomer Service Desk at or 866-FLA-EPRO (866-352-3776) between the hours of 8:00 AM to 5:30 PM Eastern Time.

Quarterly Sales Report. The following data must be reported electronically to the Department on a quarterly basis using a Contract Sales Summary form supplied to the contractor by the Department’s Contract Manager. The electronic report shall include:

• Contractor’s Company Name,
• Contractor’s Company Address,
• Reporting Period,
• Contractor’s Company Contact Person with email address and phone number

• Excel report itemizing each purchase for the period that includes columns for the following information: Part Number/SKU, Item Description/Service Name, Item Category, Item Family, Product Description, Customer Name, Commodity Code (if available), Unit of Measure, Unit of Measure Description, Volume/Quantity, Order Date, Ship Date, List Price, Contract Price, and Additional Fields (if needed).

The reporting periods coincide with the State of Florida’s fiscal year which is July 1st through June 30th of each year. The quarters are divided as follows:

• 1st Quarter – July 1st through September 30th
• 2nd Quarter – October 1st through December 31st
• 3rd Quarter – January 1st through March 31st
• 4th Quarter – April 1st through June 30th

Failure to provide quarterly reports, including no sales, within thirty (30) calendar days following the end of each quarter, or annual EXCEL™ line item reports within thirty (30) calendar days, may result in the default proceeding and/or termination of this contract.

Initiation and submission of the Contract Sales Summaries are to be the responsibility of the Contractor, and supplied without prompting or notification by the Contract Manager. The Contractor will submit the completed Contract Sales Summary forms by email to the Contract Manager as stipulated. The Contract Manager shall distribute at the time of contract formation, in electronic format, the Contract Sales Summary form to be used by the Contractor.

The Contractor shall report to the Department the amount of spend with certified and other minority business enterprises. Reports must include the period covered, the name, minority code and Federal Employer Identification Number of each minority vendor utilized during the period, commodities and services provided by the minority business enterprise, and the amount paid to each minority vendor on behalf of each purchasing agency ordering under the terms of this contract.

2.0Section 5.22 - Electronic Invoicing. The Contractor shall supply electronic invoices in lieu of paper-based invoices for those transactions processed through the MFMP. Contractor agrees, upon DMS’ request, to establish electronic invoicing within ninety (90) days of written request. Electronic invoices shall be submitted to the agency through the Ariba Supplier Network (ASN) in one of three mechanisms as listed below. Suppliers can select the method that best meets their capabilities from the following list:

• cXML (commerce eXtensible Markup Language)

This standard establishes the data contents required for invoicing via cXML within the context of an electronic environment. This transaction set can be used for invoicing via the ASN for catalog and non-catalog goods and services. The cXML format is the Ariba preferred method for eInvoicing.

• EDI (Electronic Data Interchange)

This standard establishes the data contents of the Invoice Transaction Set (810) for use within the context of an Electronic Data Interchange (EDI) environment. This transaction set can be used for invoicing via the ASN for catalog and non-catalog goods and services.

• PO Flip via ASN

The online process allows suppliers to submit invoices via the ASN for catalog and non-catalog goods and services. Suppliers have the ability to create an invoice directly from their Inbox in their ASN account by simply “flipping” the PO into an invoice. This option does not require any special software or technical capabilities.

For the purposes of this section, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third party provider of MFMP, a State Contractor, the right and license to use, reproduce, transmit, distribute, and publicly display within the system the information outlined above. In addition, the Contractor warrants and represents that it is authorized and empowered to and hereby grants the State and the third party provider the right and license to reproduce and display within the system the Contractor’s trademarks, system marks, logos, trade dress, or other branding designation that identifies the products made available by the Contractor under the Contract.

3.0Section 6.8 - Envelopes.The Agency may allow the Contractor to purchase specific envelopes needed for the provided service with Agency approval or under the Agency’s (SLA), Service Level Agreement. The Contractor shall only purchase envelopes on behalf of the Agency for Agency use only and may only invoice the Agency at the negotiated rates for the amount utilized per billing cycle as indicated by the SLA. The Contractor shall invoice the Agency for theexact cost; no additional charges, fees or shipping associated with the order shall be allowed. To receive reimbursement, the Contractor shall be required to provide the Agency the copy of the envelope order invoice.

4.0CONFLICT

To the extent any of the terms of this Agreement conflict with the terms of the Contract, the terms of this Agreement shall control. All other terms of the Contract remain in full force.

5.0WARRANTY OF AUTHORITY

Each person signing this Agreement warrants that he or she is duly authorized to do so and to bind the respective party.

State of Florida,Pitney Bowes Management Services

Department of Management Services

______By:______

Kelly Loll, C.P.M.

Chief Procurement Officer and Name:______

Director of State Purchasing

Title:______

Date:______Date:______

Approved as to form and legality

By:______Date:______

Office of the General Counsel

Mail Services – Contract No.: 991-530-12-1 Page 1 of 98

State Term Contract

For

Mail Services

Contract No.: 991-530-12-1

Contract Manager:

Angela Caldwell, MBA, FCCM

Purchasing Analyst

Division of State Purchasing

Department of Management Services

4050 Esplanade Way, Suite 360

Tallahassee, FL 32399-0950

(850)488-4946 (voice)

(850)414-6122 (facsimile)

Table of Contents

1.0Introduction

2.0General Instructions to Respondents [PUR1001 (10/06)]

3.0Special Instructions to Respondents

4.0General Contract Conditions [PUR1000 (10/06)]

5.0Special Conditions

6.0Technical Specifications

7.0Price Sheet & Ordering Instructions and Forms

8.0Attachments

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Section 1.0

Introduction

1.1 Purpose and Scope

1.2 Estimated Usage

1.3Timeline

1.4Eligible Users

1.5Solicitation Definition

1.6Lobbying During the Procurement Process

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1.1Purpose and Scope

The State of Florida (“State”), Department of Management Services (“Department”), invites interested Vendors to respond to this Request for Proposals for Mail Services, including but not limited to, mail processing, sorting, folding, inserting, interoffice mail, delivering, opening, sorting, pickup, and printing. The resulting contract, if awarded, will be for a two (2) year term with potential options for renewals for one (1) year or any part thereof, as allowed by Chapter 287.057 (13), Florida Statutes. The intent of the solicitation is to obtain the most cost effective Mail Services contract provided by a qualified and responsible vendorbased in all respects in accordance with the solicitation documents and to the satisfaction of the Department.

1.2Estimated Usage

During the 2009-2010 fiscal year State Agencies accounted for approximately $9 million in annual spend, which does not include postage costs. It is currently estimated that the State of Florida processes 5,000,000 to 7,000,000 mail pieces monthly. This figure is given only as a guideline for preparing an offer and should not be construed as representing actual or guaranteed purchases under any new contract.

1.3Timeline

The State Term Contract period, if awarded, is anticipated to begin on the date July 1, 2011 through June 30, 2013, with potential options to renew for one (1) year, as per Chapter 287, Florida Statutes.

Events Descriptions / Event Date
Solicitation Launch for - RFP 05-991-530-T / May 6, 2011
Questions from Vendors Due via Q&A Boardwithin MyFloridaMarketPlace Sourcing Tool. **No later than 2:00 pm EST** / May 13, 2011
Post Answers to Vendor’s Questions within MyFloridaMarketPlace Sourcing Tool and Vendor Bid System. / May 24, 2011
Last day to register as an new MFMP Vendor and Join the event **No later than 2:00 pm EST** / May 29, 2011
Solicitation Responses Due within MyFloridaMarketPlace Sourcing Tool **No later than 2:00 pm EST** / May 31, 2011
Public Meeting – Negotiation Session @ 2:00 pm
4050 Esplanade Way, Tallahassee / June 13, 2011
Post Notice of Intended Award within Vendor Bid System and Sourcing Tool Per Section 2.13 / June 22, 2011
Contracts Sent to Awardee / June 27, 2011
Signed Contract Returned – Department of Management Services **No later than 2:00 pm EST / June 28, 2011
Contract Execution and Commencement / July 1, 2011

DO NOT RELY ON THE MYFLORIDAMARKETPLACE SOURCING TOOL’S TIME REMAINING CLOCK. THE OFFICIAL SOLICITATION CLOSING TIME SHALL BE AS REFLECTED in this Section.

1.4Eligible Users

In addition to state agencies, all Florida governmental and educational entities are considered Eligible Users of the Mail Services State Term Contract. This includes all school districts, universities, community colleges, counties, cities, towns, villages, special districts, and other entities approved by the Department. With the consent of the successful Contractor(s), purchases may also be made under the terms and conditions of this solicitation by governmental and educational entities located outside the State of Florida. All appropriate governmental and educational entities' purchasing laws, rules, and regulations may apply to purchases made under this contract. Eligible Users and governmental entities are currently defined as described below:

Rule 60A-1.005, Florida Administrative Code, identifies Eligible Users as:

• All governmental agencies, as defined in Section 163.3164, F.S., which have a physical presence within the State of Florida;
• Any independent, nonprofit college or university that is located within the State of Florida and is accredited by the Southern Association of Colleges and Schools.

Section 163.3164, Florida Statutes: