PC-729800-B034A.pdf

Pitney Bowes Software Inc. Quote For Florida Agency for State Technology on behalf of State of Florida, Department of Children and Families Pitney Bowes Software Inc. (“PBSI”) Agency for State Technology (“AST”) 4200 Parliament Place, Suite 500 2585 Shumard Oak Blvd Lanham, Maryland 20706-1890 Tallahassee, Florida 32399 Sales Person Siebel ID Quote Number Quote Date Quote Expires

Chris Spencer 738 FLCF-11032016 November 3, 2016 December 15,2016 Purchase Order must state, “Perpetual License Agreement #90-106 (the “Agreement”) and Quote Number FLCF-11032016 (the “Quote”), are hereby incorporated into this Purchase Order.”

WHEREAS, pursuant to the Agreement and Florida Department of Children and Families Contract No. LU377, as amended (“LU377), the State of Florida, Department of Children and Families (“FLCF”) licensed, inter alia, a perpetual license to install, access and use one (1) copy of CODE-1 Plus with delivery point validation, SuiteLink and LACSLink (the “Licensed Product”) on the single IBM mainframe computer set out therein, utilizing the MVS operating system; and WHEREAS, by operation of the data center consolidation mandates of Florida law under Chapter 282, Florida Statutes, the Licensed Product has been transferred to AST and AST now has the right to install and use the Licensed Product on FLCF’s behalf and AST desires to (i) transfer to, install, access and use the Licensed Product on the Computer set forth in this Quote and (ii) clarify the terms that govern use of the Licensed Product. NOW THEREFORE, for good and valuable consideration, the parties hereby agree as follows: 1. GRANT OF RIGHTS: Upon the issuance of a purchase order by AST to PBSI incorporating this Quote, PBSI hereby grants AST the perpetual right to transfer to, install, access and use the Licensed Product on a single LPAR within an IBM mainframe z13 computer model 2965-R05, s\n: 02-CF8B7 with a MSU capacity of 315 MSUs (the “Computer”) utilizing the z\OS operating system, provided, the MSU capacity of the LPAR for which the Licensed Product is installed will not exceed 79 MSUs. The Computer installation site is 2585 Shumard Oak Blvd Tallahassee, Florida 32399. Except as amended herein, the Licensed Product will be used in accordance with the terms of the Agreement. The parties acknowledge that following the issuance of such purchase order, the terms set out in LU377 will thereafter have no force or effect with respect to the subject matter hereunder and the terms set out in the Agreement and this Quote constitute the entire agreement between the parties with respect to the subject matter herein. 2. MAINTENANCE SERVICES: PBSI will provide AST with maintenance services for the Licensed Product through October 31, 2017 in consideration of the maintenance fees set out in purchase order #AFEF89 dated October 19, 2016 and for the fees set forth in Section 3A, below. Commencing November 1, 2017, AST may elect to purchase an additional twelve (12) months of maintenance and subscription services for the Licensed Product, to the extent PBSI offers such services, for the fees set forth in Section 3B below. All maintenance services will be provided in accordance with the terms of the Agreement. 3. FEES: A. License and Maintenance Fees:

License Fees Maintenance Fee (Through October 31, 2017) $261,000.00 $26,100.00

B. Optional Renewal Fees; Period of Performance: Maintenance and Subscription Fees (November 1, 2017 – October 31, 2018) $99,652.00 4. ADDITIONAL SCOPE OF USE TERMS: A. Agency Use: AST will use the Licensed Product solely on behalf of and for the sole benefit of FLCF.

GLACO-23-5784/SFDC No.17106/AST FLDCF/v.4/Gregg M. Holtzman/2017-01-11

B. USPS Mandated Terms: In addition to the terms set out in the Agreement and this Quote, AST’s use of the United States Postal Service (“USPS”) Delivery Point Validation, SuiteLink and LACSLink data will also be governed by the terms agreed to by the parties for the same data as set out in Attachment A of that certain Software Product Supplement effective December 21, 2009, which is hereby incorporated by reference and attached hereto. C. Title and Proprietary Information: The license to the Licensed Product granted hereunder only grants AST the Licensed Product and updates thereto and associated documentation under the terms and conditions of the Agreement and this Quote and AST does not acquire any right, title or interest in the Licensed Product or documentation, derivative works or any copyrights or other intellectual property rights therein, which shall at all times remain the property of PBSI. AST acknowledges PBSI’s contention that the Licensed Product and all related documentation have been developed, acquired and maintained by PBSI on a confidential basis and are PBSI’s valuable trade secrets. AST agrees to preserve the confidential nature of these trade secrets as allowed by Chapter 119, Florida Statues, and AST shall use all reasonable efforts to prevent the use or copying of the Licensed Product or documentation by, or disclose any information relating to the Licensed Product or documentation to, any third party not authorized to use the Licensed Product under the terms of the Agreement or this Quote. 5. VERIFICATION: Upon request, AST will provide PBSI with IBM Sub-Capacity Reporting Tool (SCRT) reports for the prior twelve (12) months such that PBSI can verify that the MSU limitation set out in the Quote has not been exceeded. AST will advise PBSI which LPAR includes the Licensed Product. Additionally, upon thirty (30) days written notice, PBSI or its designated third party may verify AST’s compliance with the terms of the Agreement and this Quote at all locations and for all environments in which AST uses any PBSI licensed software. Such verification will take place no more than one (1) time per twelve (12) month period during normal business hours in a manner which minimizes disruption to AST’s work environment. PBSI may use an independent third party under obligations of confidentiality substantially similar to those set forth in the Agreement to provide assistance. PBSI will notify AST in writing if any such verification indicates that AST has used any PBSI licensed software in excess of the use authorized by the Agreement or this Quote. AST agrees to promptly review charges that PBSI specifies. AST will, within thirty (30) days thereafter either (i) present PBSI with any objections to the verification findings or (ii) enter into an amendment to pay the then current applicable fees as if such rights had been granted absent any violation including, but not limited to: (i) any excess use; (ii) maintenance and/or subscription fees for the excess use for the duration of such excess or (2) two years, whichever is less; and (iii) any additional charges determined as a result of such verification. 6. PURCHASE ORDER AMENDMENTS: The parties acknowledge that the purchase order terms set out at http://www.dms.myflorida.com/content/download/117735/646919/Purchase_Order_Terms_Sept_1,_2015_.pdf make up a part of the agreement of the parties. The parties agree that the following changes in the above terms are applicable to this Quote and the purchase order. A. Performance: Section 2 Performance § B. Performance Deficiency is deleted in its entirety. This provision is omitted as PBSI is not providing any professional services other than maintenance services which will be governed by the terms of the Agreement. B. Liability: Section 4 Liability § A. Indemnity is deleted in its entirety and replaced as follows: “To the extent permitted by Florida law, Contractor agrees to indemnify, defend, and hold the State of Florida, its officers, employees and agents harmless from all third party claims, fines, assessments, suits judgements, or damages, consequential or otherwise including court costs, expenses and attorney fees arising out of any (i) intellectual property infringement claims pursuant to the terms and conditions of this Agreement or (ii) bodily injury, death or damage to real or tangible property arising out of the gross negligence or willful misconduct by Contractor, its employees, agents, subcontractors, assignees or delegates related to this Purchase Order, as well as for any determination arising out of or related to this Purchase Order, that the Contractor or Contractor’s employees, agents, subcontractors, assignees or delegates are not independent contractors in relation to the Agency. The Purchase Order does not constitute a waiver of sovereign immunity or consent by Agency or the State of Florida or its subdivisions to suit by third parties.” C. Compliance with Law: i) Section 5 Compliance with law § D. Cooperation with Inspector General is amended to add the following to the end of the Section: “AST will provide Contractor reasonable notice, but not less than thirty (30) days prior written notice, of its intention to exercise its rights set out in this Section.” ii) Section 5 Compliance with law § G. Intellectual Property is deleted in its entirety. This provision is omitted as PBSI is not creating or developing any property for AST. 7. ENTIRE AGREEMENT: Except as otherwise defined hereunder, all capitalized terms will have the same meaning as defined under the Agreement. In the event of a conflict the order of precedence will be (i) this Quote, (ii) the purchase order terms referenced in Section 6 and (iii) the Agreement, (