SPECIAL CONTRACT TERMS AND CONDITIONS

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1 Department of General Services GSPUR-13B Rev. 2/20/01 SPECIAL CONTRACT TERMS AND CONDITIONS CONTRACT SCOPE/OVERVIEW: This Contract No. CN ( ) (identified here and in the other documents as the Contract ) will cover the requirements of Commonwealth agencies for Commercial Envelopes. ORDER OF PRECEDENCE: These Special Contract Terms and Conditions supplement the Standard Contract Terms and Conditions For Statewide Contracts for Supplies. To the extent that these Special Contract Terms and Conditions conflict with the Standard Contract Terms and Conditions For Statewide Contracts for Supplies, these Special Contract Terms and Conditions shall prevail. TERM OF CONTRACT: The Contract shall commence on the Effective Date no earlier than June 1, 2004 and expire on May 31, OPTION TO EXTEND: The Department of General Services reserves the right, upon notice to the Contractor, to extend the Contract or any part of the Contract for up to three (3) months upon the same terms and conditions. This will be utilized to prevent a lapse in Contract coverage and only for the time necessary, up to three (3) months, to enter into a new contract. OPTION FOR SEPARATE COMPETITIVE BIDDING PROCEDURE: The Department of General Services reserves the right to purchase supplies covered under this Contract through a separate competitive bidding procedure, whenever the department deems it to be in the best interest of the Commonwealth. The right will generally be exercised only when a specific need for a large quantity of the supply exists or the price offered is significantly lower than the Contract price. SECURITY: No security is required. Contractors must provide a company representative on site within 24 hours for the purpose of service problems and to aid in the development of envelope form design that meets mailing and postal requirements. Envelopes furnished on this contract must be compatible with Inserting Equipment: Bell & Howell, Pitney Bowes, Copco, Cheshire, Cope & Friden Alchtel. STOCK: Stock requirements for this contract for all White Wove stock is Recycled Paper containing not less than 30% Post Consumer Recycled material. Recycled Post Consumer Stock as specified, is a part of these specifications therefore no bidding preference is given. All bidders shall complete a Mill Certification for each mill supplying each type of paper stock confirming the paper used meets all requirements. QUALITY: The Specifications states the lowest minimum requirements as to stock, gumming and other factors. In all cases the Specifications either printed or designated herein, shall determine the quality of envelopes furnished by the contractor. Envelopes are subject to test by the Department of General Services. Test as to usage of envelopes covered by this proposal (physical characteristics) are done by the Using Agency. Representative samples of all envelopes delivered under said contract are inspected and tested by the Department in order to determine if the specifications were met. The Department is the sole judge as to whether the material supplied conforms to the specifications.

2 Department of General Services GSPUR-13B Rev. 2/20/01 The material used in the window of all window envelopes must meet requirements for transparency and gloss accepted by latest regulations and guidelines of the U. S. Postal Service, and sufficiently strong and flexible to prevent the window from being broken under ordinary service conditions. Window securely glued all around and must not have any loose or unglued edges that might interfere with automatic inserting machinery operations. SPECIAL WINDOW: Some orders may call for special size or special position windows or both. On quantities of less than 100 M, an upcharge of $5.00 per M is added to the bid price. In quantities of over 100,000, the special window sheet is furnished without additional costs. PRINTING: The printing consists ordinarily of a corner card, return address, or both; FIM, Bar Codes, and or Indicia. In some cases the contractor is required to print additional copy on the face and or seal flap. The bid price for printing is for black ink only, and includes any or all of the following: Type matter and line cuts Straight line rules Shaded or Outline type Type set diagonally or curved Business reply format Postal permits or Indicia Form Numbers, Postal inspection notices, or other matter generally found on face of envelopes Inter-Departmental routing rules INSIDE TINTING - upcharge $1.00 per M above quoted prices in either window or commercial type envelopes. PRINTING ON BACK - when required, upcharge of.75/m. COLORED INK: In those cases where envelopes are ordered printed in any color ink other than Black, the Department will permit an additional charge of.75/m. MINIMUM ORDERS: The Commonwealth shall not order from a contractor any quantity less than 25,000 of a size, style, and grade. PACKING REQUIREMENTS: Mark all packages and cartons on the outside with Department, Purchase Order No., Material Number. (where necessary), Quantity, size, and kind of envelope. Pack all white wove envelopes 500 per solid box, with flaps folded, in Cartons. #6 3/4 to #9 cartons containing 5000 per carton, #10 and larger sizes containing 2500 per carton. Open end and open side envelopes, up to and including 5 x 7 1/2 must be packed 500 per box, in cartons. Pack all larger envelopes loose in fiber cartons, 350 or 500 per carton for metal clasp envelopes, and 500 per carton without metal clasp. When requested, a Static Bar Code must be added for inventory purposes. DELIVERY: All envelopes delivered and unloaded on docks or in specific areas in Harrisburg, Pa., or within the Commonwealth of Pennsylvania, as specified on each purchase order. All envelopes are subject to inspection, count, weight, measurement and test by the Department. The contractor awarded any contract for furnishing envelopes shall deliver envelopes within 30 days after receipt of final proof. In few cases the contractor is required to furnish envelopes within a shorter period of time.

3 Department of General Services GSPUR-13B Rev. 2/20/01 INSIDE DELIVERY: When inside delivery is requested, the charges are prepaid and charged on the invoice. Rate is determined by the current Middle Atlantic Tariff. INVOICES: Submit invoices in triplicate and forward to the Comptroller as shown in the Bill To section of the Purchase Order. PRICE ADJUSTMENT CLAUSE: It is recognized by the Commonwealth that during the term of the contract changes may occur relative to the industry and material costs. During the term of this contract, the Commonwealth shall adjust prices based upon the Producer Price Index Series ID WPU envelopes (unadjusted). The base is January 2004; compare the current Producer Price Index, (unadjusted) with the base. A multiplier is calculated by dividing current by base. A multiplier of 1. + will result in an increase in stock prices; a multiplier of less than 1. will result in a decrease in stock prices. The Commonwealth shall issue a Change every six months informing Contractor and Agency of such changes. In the event of no change in the PPI or the change does not exceed a (.05) factor, no change will occur. OPTION TO RENEW: The contract(s) or any part of the contract(s) may be renewed for four additional one year terms by mutual agreement between the Commonwealth and the Contractor(s). If the Contract(s) is renewed the same terms and conditions shall apply. If this contract(s) is renewed, a new performance bond or a rider supplementing the original bond will be required for the extended period. INQUIRIES: Direct all questions concerning this proposal to the appropriate buyer named herein.

4 Page 1 Item # SAP Material # Item Description Allied Envelope Co (Legacy ) Unit Price 06/01/2004 Adjusted Unit Price 9/27/ ENVELOPE,COMMERCIAL,DIAGONAL CUT,NO 9 $11.00 $ ENVELOPE,COMMERCIAL,DIAGONAL CUT,NO 10 $11.25 $ ENVELOPE,CATALOGUE,GUMD/UNGUMD,7 X 10 $31.00 $ ENVELOPE,CAT,GUMD/UNGUMD,7 1/2 X 10 1/2 $33.50 $ ENVELOPE,CATALOGUE,GUMD/UNGUMD,9 X 12 $31.25 $ ENVELOPE,CAT,GUMD/UNGUMD,9 1/2 X 12 1/2 $36.25 $ ENVELOPE,CATALOGUE,GUMD/UNGUMD,10 X 15 $49.75 $ ENVELOPE,GUMMED/UNGUMMED,10 X 15 $69.00 $ ENVELOPE,CATALOGUE,GUMD/UNGUMD,10 X 13 $43.75 $ ENVELOPE,WHTEWOVE,28GUMBKLET,71/2X101/2 $ ENVELOPE,WHITE WOVE,28,GUM,BKLET, 9X12 $46.50

5 Page 1 Item # SAP Material # Item Description Huxley United Envelope (Legacy ) Unit Price 06/01/2004 Adjusted Unit Price 9/27/ Envelope, Commercial, Executive, No 10 $9.91 $ Envelope, Commercial, 2 Side Seam, No 10 $9.21 $ Envelope, Window, 2 Side Seam, No 10 $10.97 $ Envelope, Window, No 11 $15.44 $16.21

6 Page 1 Item # SAP Material # Item Description Mead Westvaco (Legacy ) Unit Price 06/01/2004 Adjusted Unit Price 9/27/ Envelope, Commercial, Official, No 6 3/4 $10.00 $ Envelope, Commercial, Executive No 9 $9.57 $ Envelope, Commercial, No 11 $14.00 $ Envelope, Executive, No 9 $16.40 $ Envelope, Window, Executive Style, No 10 $11.42 $ Envelope, Gummed/Ungummed, 6 X 9 $39.10 $ Envelope, Gummed/Ungummed, 7 X 10 $40.36 $ Envelope, Gummed/Ungummed, 7-1/2 X 10-1/2 $39.75 $ Envelope, Gummed/Ungummed, 9 X 12 $48.88 $ Envelope, Gummed/Ungummed, 9-1/2 X 12-1/2 $53.26 $ Envelope, Gummed/Ungummed, 10 X 13 $55.05 $ Envelope, Gummed/Ungummed, 11-1/2 X 14-1/2 $71.51 $ Envelope, Gummed/Ungummed, 12 X 15-1/2 $76.80 $ Envelope, CAT, Gumd/Ungumd, 11-1/2 X 40-1/2 $59.98 $ Envelope,White Wove,28,Gum,Bklet 9X12 $58.73

7 Page 1 Item # SAP Material # Item Description Tri State Envelope Co (Legacy ) Unit Price 06/01/2004 Adusted Unit Price 9/27/ Envelope, 2 Side Seam, No 9 $9.05 $ Envelope, Commercial, Size 3-1/2 X 7-3/4 $17.75 $ Envelope, Window, Size 4-1/8 X 8-7/8 $13.05 $ Envelope, Diagonal Cut Die Cut, No 9 $14.55 $ Envelope, Window, 2 Side Seam, No 9 $13.75 $ Envelope, Window, Diagonal Cut, No 10 $12.65 $ Envelope,Whitewove,28Gumbklet,71/2X101/2 $ Envelope,White Wove,28,Gum,Bklet,9X12 $62.85

8 SCHEDULE OF UP-CHARGES - CONDITIONS The following items are part of this contract and represent amounts the Commonwealth will pay for these services. (These are fixed charges within the Contract) 1. Alternate Window Size & Position (25 M to 99 M) $5.00/M 2. Inside tinting $1.00 / M 3. Back Printing (flap, back, reverse side).75/m 4. Colored Ink (other than Black).75/M 5. Colored Paper Stock (24# Wove) $1.50/M 6. Second Color Ink $1.00/M 7. Drilling Holes (1/4 or 3/8 holes) $2.50/M (per total thousand holes) 8. Offset / Litho Printing $4.50/M 9. Upcharge for Latex gumming (Kraft Envelopes) $18.00/M (These are FLAT charges agencies will add to the total cost of order) 10. Cut/Plate Charge (for Logo, Green Diamond Border, or etc. ) $30.00 EACH 11. Pallet Charge (Quantities over 500,000-NO PALLET CHARGE) $15.00 EACH

9 Change Number: 1 Change Effective Date: 10/18/2004 ALL USING AGENCIES OF THE COMMONWEALTH ENVELOPES Contract Period: Effective date of 06/1/04 and Termination date of 05/31/05, Buyer Name: ROHRER/44 CHANGE SUMMARY: The following item is added to the Schedule of Up Charges and Conditions for the following contracts: , , , All envelopes supplied without printing deduct $1.00 / thousand ALL OTHER TERMS AND CONDITIONS OF THIS AGREEMENT NOT CHANGED BY THIS AMENDMENT REMAIN IN FULL FORCE AND EFFECT.

10 Change Number: 2 Change Effective Date: 3/29/05 All using Agencies of the Commonwealth ENVELOPES Contract Period: Beginning 6/1/2004 and Ending 5/31/2005 Buyer Name: ROHRER/44 CHANGE SUMMARY: In accordance with the contract clause, Option to Renew, the subject contract is hereby renewed by mutual consent of the Commonwealth of Pennsylvania and the listed contractors for an additional one (1) year period, beginning June 1, 2005 through July 31, The contractors are current with the Contractor Responsibility Program: Contractor Contract Number Allied Envelope Company Meadwestvaco Corporation Huxley United Envelope Tri State Envelope Corp

11 Contract Number: Change Number: 3 Change Effective Date: 4/01/05 All using Agencies of the Commonwealth ENVELOPES Contract Period: Beginning 6/1/2004and Ending 5/31/2005 WITH RENEWAL TILL 5/31/2006 Buyer Name: ROHRER/44 CHANGE SUMMARY: Change the contact person for Huxley Envelope Corporation to Susan Chase.

12 SAP Contract Number: Change Number: 4 Change Effective Date : All Using Agencies of the Commonwealth Envelopes Contract Period: Effective date of June 1, 2004 and Expiration date of May 31, 2005 (Renewed through May 31, 2006) Commodity Specialist: Lori Vessella/yl or LVessella@state.pa.us COMMODITY SPECIALIST NAME CHANGE: The Commodity Specialist name has changed for this contract. The new commodity specialist is Lori Vessella, phone , lvessella@state.pa.us

13 SAP Contract Number: Change Number: 5 Change Effective Date : 09/14/2005 All Using Agencies of the Commonwealth Envelopes Contract Period: Effective date of June 1, 2004 and Expiration date of May 31, 2005 (Renewed through May 31, 2006) Commodity Specialist: Lori Vessella/yl or LVessella@state.pa.us CORRECTION TO CHANGE NOTICE #2 Change Notice #2 shows the renewal period to this contract as June 1, 2005 through July 31, 2006 THAT IS INCORRECT. This change notice is to clarify that the renewal period is June 1, 2005 thru May 31, SAP was updated to reflect the correct dates.

14 SAP Contract Number: Change Number: 6 Change Effective Date : 09/27/2005 All Using Agencies of the Commonwealth Envelopes Contract Period: Effective date of June 1, 2004 and Expiration date of May 31, 2005 (Renewed through May 31, 2006) Commodity Specialist: Lori Vessella/yl or LVessella@state.pa.us UNIT PRICE CHANGES DUE TO PRODUCER PRICE INDEX (PPI) INCREASE Due to the Producer Price Increase (PPI) change the unit prices have increased as of September 27, 2005.

15 SAP Contract Number: Change Number: 7 Change Effective Date : 09/27/2005 All Using Agencies of the Commonwealth Envelopes Contract Period: Effective date of June 1, 2004 and Expiration date of May 31, 2005 (Renewed through May 31, 2006) Commodity Specialist: Michelle L. Scott/YI or Miscott@state.pa.us Corrections to change Notice #6 The base of series WPU is and the current index is The price increase is effective as of September 27, Please see attachment #1. COMMODITY SPECIALIST NAME CHANGE: The new commodity specialist is Michelle L. Scott, Phone THE FOLLOWING ITEMS HAVE BEEN ADDED TO THE CONTRACT FOR THE BELOW LISTED VENDORS: Vendor: Meadwestvaco Contract Number: Item#270 28#, White Wove, gummed booklet style, 9 x 12 (PDE-115) with return address in upper left corner. The price is $58.73/M Vendor: Allied Envelope Contract Number: Item #220 28#, White Wove, gummed booklet style,7-1/2 x 10-1/2 (PDE-160) with return address in upper left corner. The price is $95.00/M Item#230 28#, White Wove, gummed booklet style, 9 x 12 (PDE-115) with return address in upper left corner. The price is $46.50/M Vendor: Tri State Envelope Contract Number: Item #190 28#, White Wove, gummed booklet style,7-1/2 x 10-1/2 (PDE-160) with return address in upper left corner. The price is $191.90/M Item#200 28#, White Wove, gummed booklet style, 9 x 12 (PDE-115) with return address in upper left corner. The price is $62.85/M

16 SAP Contract Number: Change Number: 8 Change Effective Date : 09/01/2005 All Using Agencies of the Commonwealth Envelopes Contract Period: Effective date of June 1, 2004 and Expiration date of May 31, 2005 (Renewed through May 31, 2006) Commodity Specialist: Michelle L. Scott/YI or Miscott@state.pa.us Corrections to change Notice #7 The price increase is effective as of September 1, 2005 and not September 27, 2005.

17 Collective Number: SAP Contract Number: Change Number: 9 Change Effective Date: 11/28/2005 All using Agencies of the Commonwealth Envelopes Contract Period: Effective date of June 1, 1004 and Expiration date of May 31, 2005 (Renewed through May 31, 2006) Commodity Specialist: Michelle L. Scott/YI or miscott@state.pa.us CHANGE SUMMARY: THE FOLLOWING ITEM HAVE BEEN ADDED TO THE COTNRACT Vendor: Mead Westvaco Item # 290 Envelope, X1039, Left Side Window, Title, Executive Style, No. 10 Price: $11.99/M

18 SAP Contract Number: Change Number: 10 Change Effective Date : 12/20/2005 All Using Agencies of the Commonwealth Envelopes Contract Period: Effective date of June 1, 2004 and Expiration date of May 31, 2005 (Renewed through May 31, 2006) Commodity Specialist: Michelle L. Scott/YI or miscott@state.pa.us Correction On line item 90 on attachment sheet for Contract Agreement Number the material number should read

19 SAP Contract Number: Change Number: 11 Change Effective Date : 02/28/2006 All Using Agencies of the Commonwealth Envelopes Contract Period: Effective date of June 1, 2004 and Expiration date of May 31, 2005 (Renewed through May 31, 2006) Commodity Specialist: Lori Vessella YI Lvessella@state.pa.us COMMODITY SPECIALIST NAME CHANGE: The new Commodity Specialist for this contract is Lori Vessella. See above for contact information.

20 SAP Contract Number: Change Number: 12 Change Effective Date : 03/01/06 All Using Agencies of the Commonwealth Envelopes Contract Period: Effective date of June 1, 2004 and Expiration date of May 31, 2005 (Renewed through May 31, 2006) Commodity Specialist: Lori Vessella YI Lvessella@state.pa.us CHANGE SUMMARY: PRODUCER PRICE INDEX (PPI): The base series WPU is (January 2004) and the current index (February 2006) is There is no price increase. The prices remain the same.

21 SAP Contract Numbers: Change Number: 13 Change Effective Date : 03/24/06 All Using Agencies of the Commonwealth Envelopes Contract Period: Effective date of June 1, 2004 and Expiration date of May 31, 2005 (Renewed through May 31, 2006) Commodity Specialist: Lori Vessella YI Lvessella@state.pa.us CHANGE SUMMARY: NOTICE OF TERMINATION OF CONTRACT: Effective, March 24, 2006, the Commonwealth of Pennsylvania, Department of General Services (DGS) is terminating SAP Contract Nos , , , and Legacy Contract Envelopes for convenience pursuant to the Standard Contract Terms and Conditions for Statewide Contracts for Supplies, GSPUR12C, Paragraph 21a. The Commonwealth is terminating this contract because there is a new statewide contract for printing services for Envelopes

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