AGR-5791.A - INFOSEND INC - PROFESSIONAL PRINTING_INSERT AND MAILING SERVICESPROFESSIONAL SERVICES. AGREEMENT
Printing/lnsert and Mailing Services]
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Orange, California, on this 1OA-k day of Via cAti , 2020 (the "Effective Date") by and
between the CITY OF ORANGE, a municipal corporation ("City"), and INFOSEND, INC., a
California corporation ("Contractor"), who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement,
Contractor shall provide to the reasonable satisfaction, of City the services set forth in Exhibits
A," "B, and "C," which are attached hereto and incorporated herein by reference. As a material
inducement to City to enter into this Agreement, Contractor represents and warrants that it has
thoroughly investigated and considered the scope of services and fully understands the difficulties
and restrictions in performing the work. Contractor shall perform all services in a manner
reasonably satisfactory to City and in a manner in conformance with the standards of quality
normally observed by an entity provided such services to a municipal agency. All services
provided shall conform to all federal, state and local laws, rules and regulations and to the best
professional standards and practices. The terms and conditions set forth in this Agreement shall
control over any terms and conditions in Exhibits "A" through "C" to the contrary.
Jamey Taulbee, Finance Manager ("City's Project Manager"), shall be the person to whom
Contractor will report for the performance of services hereunder. It is understood that Contractor's
performance hereunder shall be under the supervision of City's Project Manager (or his/her
designee), that Contractor shall coordinate its services hereunder with City's Project Manager to
the extent required by City's Project Manager, and that all performances required hereunder by
Contractor shall be performed to the satisfaction of City's Project Manager and the City Manager.
2. Compensation and Fees.
a. During the Initial Term of this Agreement, as provided in Section 19.a,
Contractor's total compensation for all services performed under this Agreement, shall not exceed
ONE HUNDRED FIFTY THOUSAND DOLLARS and 00/100 ($150,000.00) per year without
the prior written authorization of City.
b. The above compensation shall include all costs, including, but not limited
to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and all related expenses.
3. Payment.
a. As scheduled services are completed, Contractor shall submit to City an
invoice for the services completed, authorized expenses and authorized extra work actually
performed or incurred.
b. All such invoices, shall state the basis for the amount invoiced,. including
services completed, the number of hours spent and any extra work performed.
C. City will pay Contractor the amount invoiced within thirty (30) days after
the approval of the invoice
d. Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
4. Change Orders. No payment for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and until such extra services
and a price therefor have been previously authorized in writing and approved by City as an
amendment to this Agreement. The amendment shall set forth the changes of work, extension of
time, and adjustment of the compensation to be paid by City to Contractor.
5. Licenses. Contractor represents that it and any subcontractors it may engage,
possess any and all licenses which are required under state or federal law to perform the work
contemplated by this Agreement and that Contractor and its subcontractors shall maintain all
appropriate licenses, including a City of Orange. business license, at its cost, during the
performance of this Agreement.
6. Independent .Contractor. At all times during the term of this Agreement,
Contractor shall be an independent contractor and not an employee of City. City shall have the
right to control Contractor only insofar as the result ,of Contractor's services rendered pursuant to
this Agreement. City shall not have the right to control the means by which Contractor
accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and
expense, furnish all facilities, materials and equipment which may be required for furnishing
services pursuant to this Agreement. Contractor shall be solely responsible for, and shall
indemnify, defend and save City harmless from all matters relating to the payment of its
subcontractors, agents and employees, including compliance with social security withholding and
all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
Contractor acknowledges that it and any subcontractors, agents or employees employed by
Contractor shall not, under any circumstances, be considered employees of City, and that they shall
not be entitled to any of the benefits or rights afforded employees of City, including; but not limited
to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or
health, life, dental, :long-term disability or workers' compensation insurance benefits.
7. Contractor Not Agent. Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied, to bind City- to any obligation
whatsoever.
8. Designated Persons. Only those qualified persons authorized by City's Project
Manager shall perform work provided for under this Agreement. It is understood by the parties
that clerical and other nonprofessional work may be performed by persons other than those
designated.
9. Assignment or Subcontracting: No assignment or subcontracting by Contractor
of any part of this Agreement or of funds to be. received under this Agreement shall be of any force
or effect unless the assignment has the prior written approval of City. City may terminate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
subcontracting may be approved by the City Manager or his/her designee.
10. Time of Completion. Except as otherwise specified in Exhibit " A," Contractor
shall commence the work provided for in this Agreement within five (5) days of the Effective Date
of this Agreement, and diligently prosecute, completion of the work in accordance with the time
period set forth in Exhibit "A" hereto, or as otherwise agreed to by and between the representatives
of the parties.
11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall
do all things necessary .and incidental to the prosecution of Contractor's work.
12. Reserved:
13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its
control, other than those delays caused by City, shall be an extension of time. No matter what the
cause of the delay, Contractor must document any delay and request an extension of time in writing
at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the
length of the delay outside Contractor's control. If Contractor believes that delays caused by City
will cause it to incur additional costs, it must specify, in writing, why the delay has caused
additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No
additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above,
absent a written amendment to this Agreement.
14. Products of Contractor. The documents, studies, evaluations, assessments,
reports, plans, citations, materials, manuals, technical data, logs, f les, designs and -other products
produced or provided by Contractor for this Agreement shall become the property of City upon
receipt. Contractor shall deliver all such products to City prior to payment for same. City may
use, reuse or otherwise utilize such products without restriction.
15, Equal Employment Opportunity. During the performance of this -Agreement,
Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin, mental or physical disability, or
any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, religion,
sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include, but not be limited to the following: employment; upgrading, demotion
or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms
of compensation and selection for training, including apprenticeship. Contractor agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
b.. Contractor shall, in all solicitations and advertisements for employees
placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by applicable law.
C. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in
all subcontracts for any work covered by this Agreement, provided that the.foregoing provisions
shall not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a consultant to influence any decision of City
in which Contractor knows or has reason to know that Contractor, its officers, partners, or
employees have a financial interest as defined in Section $7103 of the Government Code.
Contractor further agrees that it shall not be eligible to work as the design/build firm for the project
that is the subject of this Agreement.
17. Indemnity.
a. To the fullest extent permitted by law, Contractor agrees to indemnify,
defend and hold City, its City Council and each member thereof, and the officers, officials, agents
and employees of City (collectively the "Indemnitees") entirely harmless from all liability arising
out of. '
1) Any and all claims under workers' compensation acts and other
employee benefit acts with respect to Contractor's employees or Contractor's subcontractor's
employees arising out of Contractor's work under this Agreement, including any and all claims
under any law pertaining to Contractor or its employees' status as an independent contractor and
Any and all claims under Labor Code section 1720 related to the payment .of prevailing wages for
public works projects; and
2) Any claim, loss, injury to or death of persons or damage to property
caused by any act, neglect, default, or omission other than a professional act or omission of
Contractor, or person, firm or corporation employed by Contractor, either directly or by
independent contract, including all damages due 'to loss or theft sustained by any person, firm or
corporation including the Indemnitees, or any of them, arising out of, or in any way connected
with the work or services which are the subject of this Agreement, including injury 'or damage
either on or off City's property; but not for any loss, injury, death or damage caused by the active
negligence. or willful misconduct of City. Contractor, at its own expense, cost and risk, shall
indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted
against the fndemnitees on any such claim or liability covered by this subparagraph, and shall pay
or satisfy any judgment that may be rendered against the lndemnitees, or any of them, in any
action, suit or other proceedings as a result of coverage under this subparagraph.
b. To the fullest extent permitted bylaw, Contractoragrees to indemnify and hold
Indemnitees entirely harmless from all liability arising :out of any claim, loss, injury to or death
of persons or damage to property caused by its negligent professional act or omission in the performance
of professional services pursuant to this Agreement. C.
Except for the Indernnitees, the indemnifications provided in this Agreement
shall not be construed to extend any third party indemnification rights of any kind to any
person or entity which is not a signatory to this Agreement. d.
The 'indemnities set forth in this section shall survive any closing, rescission,
or termination of this Agreement, and shall continue to be binding and in full force and effect
in perpetuity with respect to Contractor and its successors. 18.
Insurance. a.
Contractor shall carry workers' compensation insurance as required by law for
the protection of its employees during the progress of the work. Contractor understands that it is
an independent contractor and not entitled to any workers' compensation benefits under any City
program. b.
Contractor shall maintain during the life of this Agreement the following minimum
amount of comprehensive general liability insurance or commercial general liability insurance:
the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the insurance
coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily
injury, death and property damage and be written on an occurrence basis. C.
Contractor shall maintain during the Iife of this Agreement, the following minimum
amount of automotive liability insurance: the greater of (1) a combined single limit of One
Million Dollars ($1,000,000); or (2) all the insurance coverage and/or limits carried by or available
to Contractor. Said insurance shall cover bodily injury, death and property damage for all
owned, non-owhired vehicles and be written on an occurrence basis. d. Any
insurance proceeds in excess of or broader than the minimum required coverage and/
or minimum required limits which are applicable to a given loss shall be available to City.
No representation is made that the minimum insurance requirements of this Agreement are sufficient
to cover the obligations of Contractor under this Agreement. e. Each
policy of general liability and automotive'liability shall provide that City, its
officers, officials, agents, and employees are declared to be additional insureds under the terms of
the policy, but only with respect to the work performed by Contractor under this Agreement. A
policy endorsement to that effect shall be provided to City along with the certificate of insurance.
In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences that City
is an additional insured as a contracting party. The minimum coverage required by Subsection 18.b and c, above, shall apply to City as an additional insured.
f. Contractor shall maintain during the life of this Agreement professional
liability insurance covering errors and omissions arising out of the performance of this Agreement
with a minimum limit of One Million Dollars ($1,000,000) per claim. Contractor agrees to keep
such policy in force and effect for at least five (5) years from the date of completion of this
Agreement.
g. The insurance policies maintained by Contractor shall be primary insurance
and no insurance held or owned by City shall be .called upon to cover any loss under the policy.
Contractor will determine its own needs in procurement of insurance to cover liabilities other than
as stated above.
h. Before Contractor performs any work or prepares or delivers any materials,
Contractor shall furnish certificates of insurance and endorsements, as required by City,
evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which
shall provide that the insurance in force will not be canceled or allowed to lapse without at least
ten (10) days' prior written notice to City.
L Except for professional liability insurance coverage that may be required by
this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to
conduct the pertinent line of insurance business in California and having a rating of Grade A or
better and Class VU or better by the latest edition of Best Key Rating Guide. In the case of
professional liability insurance coverage, such coverage shall be issued by companies either
licensed or admitted to conduct business in, California so long as such insurer possesses the
aforementioned Best rating.
j Contractor shall immediately notify City if any required insurance lapses or
is otherwise niodified and cease performance of this. Agreement unless otherwise directed by City.
I.n. such a case, City may procure insurance or self -insure the risk and charge Contractor for such
costs and any and all damages resulting therefrom, by way of set-off frown any sums owed
Contractor.
k. Contractor agrees that in the event of loss due to any of the perils for which
it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery.
Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor
or City with respect to the services of Contractor herein, a waiver of any right to subrogation which
any such insurer may acquire against City by virtue of the payment of any loss under such
insurance.
I. Contractor shall include all subcontractors, if any, as insureds under its
policies or shall furnish separate certificates and endorsements for each subcontractor to City for
review and approval. All coverages for subcontractors shall be subject to all of the requirements
stated herein.
19. Term and Termination.
a. The Initial Term of this Agreement is five (5) years (the "Initial Term"),
commencing upon execution and expiring on March 10, 2025 (the "Expiration Date"); provided,
however, that City has the right to extend the term of this Agreement for the following extensions
and upon the following terns,;
First :Extension (the "First Extension Term") commencing March 11, 2025, and
terminating March to, 2026, in an annual amount not to exceed ONE HUNDRED
FIFTY THOUSAND DOLLARS and 00/100 ($150,000.00) without the prior written
authorization of City.
Second Extension (the "Second Extension Term") commencing March 11, 2026, and
terminating March 10, 2027, in an annual, amount not to exceed ONE HUNDRED
FIFTY THOUSAND DOLLARS and 00/100 ($150,000.00) without the prior written
authorization of City.
Third Extension (the "Third Extension Tenn") commencing March 11, 2027, and
terminating March 10, 2028, in an annual amount not to exceed ONE HUNDRED
FIFTY THOUSAND DOLLARS and 00/ 100 ($150,000.00) without the prior written
authorization of City.
The City Manager is hereby authorized on behalf of City to give written notice to
Contractor of City's intention to exercise each Extension (if at all) no later than thirty (30) days
prior to the Expiration Date of the then -current term; provided, however, that City's notice of its
intention to extend the term of this Agreement for each Extension shall be expressly conditioned
upon and subject to the approval by the City Council, in its sole and absolute discretion, of an
amount sufficient to pay the compensation set forth herein for each Extension as part of its annual
budget approval process prior to the beginning of each Extension. While the parties acknowledge
that City is required to give its notice of intention to extend the teen of this Agreement not later
than thirty (30) days prior to the Expiration Date of then -current term, it is possible that the City
Council's approval of its annual budget and appropriation of funds for the Extension in question
may occur thereafter. Accordingly, if the City Council fails to approve and appropriate funds
sufficient to pay the. amount of compensation set forth herein for an Extension, this Agreement
shall,terminate and be of no further force and effect as of the expiration of the then -current term.
Notwithstanding anything in this provision to the contrary, in the event City gives Contractor
written notice exercising an Extension and City receives notice that appropriation of funds for the
Extension in question are not, available after Contractor has performed services under the
Extension, City agrees that Contractor will be equitably compensated for all services performed
under any portion of an Extension through the date of termination of the Agreement. Except as
specifically set forth herein, the terms and conditions of each Extension will be the same as the
Initial .Agreement.
b. Any Extension, if properly exercised, shall be memorialized in the form of
an amendment to this Agreement. The City Manager is hereby authorized to approve and execute
amendments to this Agreement reflecting the exercise of each Extension and the amount of
compensation (including the amount of funds to be made available for additional work or services)
payable to Contractor for each respective Extension.
C. City may for any reason terminate this Agreement by giving Contractor not
less than five (5) days' written notice of intent to terminate. Upon _receipt of such notice,
Contractor shall immediately cease work, unless the notice from City provides 'otherwise. Upon
the termination of this Agreement, City shall ,pay Contractor for services satisfactorily provided
and all allowable reimbursements, incurred to the date of termination in compliarice with this
Agreement, unless termination by City shall be for cause, in which event City may withhold any
disputed compensation. City shall not be liable for any claim of lost profits. Term of agreement??
20. Maintenance;and Inspection of Records. In accordance with generally accepted
accounting principles, Contractor and its subcontractors shall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (collectively, the
records") pertaining to the costs of and completion of services performed under this Agreement.
City and its authorized.representatives shall have access to and the right to audit and reproduce
any of Contractor's records regarding the services provided under this Agreement. Contractor shall
maintain all such records for a period of at least three (3) years after termination or completion of
this Agreement. Contractor agrees to make available all such records for inspection or audit at its
offices during normal business hours and upon three (3) days' notice from City, and copies thereof
shall be furnished if requested.
21. Compliance with all Laws/Immigration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and
federal laws which may apply to the performance of this Agreement.
b. If the work provided for in this Agreement constitutes a "public works," as
that term is defined in Section 1720 of the California Labor Code, for which, prevailing wages must
be paid, to the extent Contractor's employees will perform any work that falls within any of the
classifications for which the Department of Labor Relations of the State of California promulgates
prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it,
shall pay not less than the specified prevailing rates of wages to all such workers: The general
prevailing wage determinations for crafts can be located on the website of the Department of
Industrial Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract,
mContractormustmeetallStateregistrationrequireents and criteria, including project compliance
monitoring.
C. Contractor represents and warrants that Contractor:
1) Has complied and, shall at all times during the, term of this
Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes,
and orders, including, without limitation, the Immigration Reform and Control Act of 1986
IRCA); and
2) Has not and will not knowingly employ any individual to perform
services under this Agreement who is ineligible .to work in the United States or under the "terms of
this Agreement; and
3) Has properly maintained, and shall at all times during the term of
this Agreement properly maintain, all related employment documentation records including,
without limitation, the completion and :maintenance of the Form I4 for each of Contractor's
employees; and
4) Has responded, and shall at all times during the term. of this
Agreement respond, in a timely fashion to any government inspection requests relating to
immigration law compliance and/or Form 1-9 compliance and/or worksite enforcement by the
Department of Homeland Security, .the Department of Labor, or the Social Security
Administration.
d. Contractor shall require all subcontractors or subconsultants to make the
same representations and warranties as set forth in Subsection 21.b.
e. Contractor shall, upon request of City, provide a list of all employees
working under this Agreement and shall provide, to the reasonable satisfaction of City, verification
that all such employees are eligible to work in the United States. All costs associated with such
verification shall be bome by Contractor. Once such request has been made, Contractor may not
change employees working under this, Agreement without written notice to City, accompanied by
the verification required herein for such employees.
f.. Contractor shall require all subcontractors or sub -consultants to make the
same verification as set forth in Subsection 2 Ld.
If Contractor 'or subcontractor knowingly employs an employee providing
work under this Agreement who is not authorized to work in the United States, and/or fails to
follow federal laws to deterrnine the status 'of such employee, that shall constitute a. material breach
of this Agreement and may be cause for immediate termination of this Agreement by City.
h. Contractor agrees to indemnify and hold City, its officers, officials, agents
and employees harmless for, of and from any loss, including but not limited to fines, penalties and
corrective measures City may sustain by reason of Contractor's failure to comply with said laws,
rules and regulations in connection with the performance of this Agreement,
22. Goyernina Law and Venue. This Agreement shall be construed in accordance
with and governed by the laws of the State of California and Contractor agrees to .submit to the
jurisdiction of California courts, Venue for any dispute arising under this Agreement shall be in
Orange County, California.
23. Intearation. This Agreement constitutes the entire agreement of the parties. No
other agreement, oral or written, pertaining to the work to be. performed under this Agreement shall
be of any force or effect unless it is in writing and signed by both parties. Any work performed
2
which is inconsistent with or in violation of the provisions of this Agreement shall not be
compensated.
24. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail,
postage prepaid, to each party at the address listed below. Either party may change the notice
address by notifying the other party in writing. Notices shall be deemed received upon receipt of
same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail transmission.
CONTRACTOR"
Infosend, Inc.
1041 S Placentia Ave
Fullerton, CA 92831
Attn.: Glen Everroad
Telephone: (714) 993-2690 x241
E-Mail: glen@infosend.com
CITY"
City of Orange
300 E. Chapman Avenue
Orange, CA 92866
Attn.: Jamey Taulbee
Telephone: (714) 744-2244
Mail: jtatilbee@cityoforange.org
25. Counterparts. This Agreement may be executed in one or more counterparts; each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signatures.
Remainder of page intentionally left blank; signatures on next page]
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IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
CONTRACTOR"
InfoSend Inc., a California corporation
By.
Printed NtrkTitle:
By lo lip/
Printed_ Name: f2r-yav%A W--+ i
Title:ut"
3" p, SG.re {ct
APPROVED AS TO FORM:
Mary E. Bib6ing
Senior Ass taut City Atto
CITY"
CITY OF ORANGE, a municipal corporation
By. 4X/i C *7MarkL. Murphy, Mayor
ATTEST:
Pamela Coleman, City Clerk
NOTE: City requires the following signature(s) on behalf of the Contractor:
1) the Chairman of the Board, the President or a Vice -President, AND (2) the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary
or an Assistant Treasurer. If only one corporate officer exists or one corporate
officer holds more than one corporate office, please so indicate. OR
The corporate. officer named in a corporate resolution as authorized to enter
into this Agreement. A copy of the corporate resolution, certified by the
Secretary close in time to the execution of the Agreement, must be provided to
City.
EXHIBIT "A"
SCOPE OF INFOSEND PRIMARY SERVICES
Beneath this sheet.]
Exhibit A - Scope of InfoSend Primary Services
his Exhibit A is an integral part of and is subject to the terms and conditions of the Master Service Agreement (the "Agreement")
Aween InfoSend, Inc. ("InfoSend") and City of Orange ("Client"). This Exhibit A provides the Services which InfoSend shall deliver to
Client to permit the Client's customers ("Users") to use the products and services to view and pay their bills.
Client will select one or more of InfoSend's Primary Services from the list below by checking the box next to the Primary Service name.
Any Primary Services not selected prior to the execution of this Agreement can be added at a later date via an Agreement Amendment.
X Data Processing, Printing and Mailing Service ("DPPM Service"): During the term of this Agreement, InfoSend will
provide data processing, printing and mailing services. The Service consists of processing data, printing documents, mail
preparation, applying postage (where applicable) and sending via the United States Postal Service. Document types
include but are not limited to bills, postcards and letters.
eBusiness Services (the "eBusiness Services"). During the term of this Agreement InfoSend will provide eBusiness
Services. These services can include presenting bills online and/or accepting and reporting payment transaction
information to facilitate ACH and/or credit card payments via web, Interactive -Voice -Response (IVR), SMS, or Bank
Billpay (e-Lockbox).
Section 1. Data Processing, Printing and Mailing (DPPM) Service Description
A. Data Transfer and Processing
Client to transmit data to InfoSend in an agreed upon format. Should Client make changes to data file format after initial
setup is complete, it agrees to pay for the professional services required to accommodate the new file format. See Exhibit C
Professional Services — for information on initial setup and ongoing programming changes.
A File Transfer Report will be emailed to the Client representatives who have opted -in to this email. A copy of this report is
also available to download from the InfoSend website.
Client will have access to an online Job Tracking application that shows the progress of each file as it is processed and becomes
a batch of documents to be printed and mailed. Client can see both the original input file name and the InfoSend-assigned
Job Code".
InfoSend will process the mailing addresses and perform the following functions:
o Apply CASS-certified address validation
o Comply with USPS requirements to obtain pre-sort automation rates for qualified client mail pieces
o Stay current with all USPS regulations required to mail presorted first-class mail
InfoSend will optionally provide proofs of the final print -ready PDF files to Client to be reviewed and approved before printing
begins (if requested).
B. Document Printing and Mailing
Batches are printed by InfoSend using a high-speed production process onto the agreed upon forms.
Printed documents are put through a quality control process and then released to the mailing department to be inserted into
outgoing envelope. A return envelope and any applicable inserts are included as defined by client workflow.
After a batch of mail is completed in InfoSend's system it will be marked as such in the online Job Tracker and a Process
Confirmation Report will be emailed to the Client representatives who have opted -in to this email. A copy of this report is
also available to download from the InfoSend website.
Section 2, eBusiness Service Description
A. General System Description
Mobile -Ready Customer Engagement: all products are mobile compatible out of the box, with no app store downloads
required of customers. Powered by InfoSend's CCM platform, customer specific messaging and payment reminders are
delivered electronically.
Multi -Channel Payment Collection: InfoSend's payment platform will consolidate web, telephone, SMS, CSR, in -person EMV
and bank payments into a single lockbox file.
One -Time and Automatic Payments: allow customers to quickly make a one-time payment, as well as sign up to have their
payment account auto debited with each billing cycle.
Bill Notification and Presentment: notify customers via email when a new bill is available, and securely deliver exact replica
of printed document to customers inbox or show online via the secure portal.
Interactive Voice Response (IVR): accept customer payments via automated phone service with InfoSend-hosted
phone number, enabling client phone systems to redirect customers with ease.
SMS Text -to -Pay: enrolled customers may opt in to receive text notifications of new bills, and reply to have the registered
payment method drafted for the amount due, speeding up the time to payment.
Bank Payments (MasterCard RPPS): InfoSend can collect payments made via the customer bank and include them within the
lockbox file.
PCI-Compliant Cloud Based Solution: electronic billing and payment related products hosted in the cloud by InfoSend in a
secure PCI-Level 1 compliant environment.
B. Data Transfer and Processing
Client to transmit data to InfoSend in an agreed upon format, using the Data Transfer and Processing workflow described in
Section 1.
If the Client is not using InfoSend's DPPM Service, USPS address workflow will not be applied.
Data loaded into the eBusiness system is used to facilitate accurate payments via Web, IVR, SMS or Bank BiIIPay.
Customer Enrollment and Bill Notification
Data loaded into the system will be used to facilitate customer enrollment, using two pieces of information specific to the
customer bill.
For enrolled customers, system will send a notification of the new bill available via email.
For enrolled customers who have opted in, system will send an SMS alert.
For customers using the IVR system, bill information will be dictated by text to voice.
For customers paying via Bank BiIIPay, the account number can be validated by the system prior to accepting payment.
The system may optionally be configured to display a PDF replica of the bill image.
Customer Payment and Reporting
Customers can make payment via Web, SMS, IVR or Bank BiIIPay, depending on channels which Client has requested InfoSend
setup.
Payments can be configured to allow Users to pay by bank account and/or credit/debit card.
All payments will be reported in a standard daily "lockbox" file.
Section 3. Implementation and Support Description
A. Implementation
Dedicated Account Manager acts as primary contact and project manager, coordinating all internal setup activities with
InfoSend programming and operations staff.
All setup and training performed virtually, using phone, email, and web -based tools for issue tracking and screen sharing.
All communications, documentation and test files tracked and stored securely within the InfoSend CRM system, allowing
other InfoSend personnel to contribute or take ownership of the project.
Key milestones are established at kickoff, then tracked and reported throughout the project.
During programming, InfoSend's Data Processing platform is configured to automate client -specific Quality Assurance (QA)
during processing.
Parallel Testing is run prior to go -live, ensuring all aspects of the application are validated before launch.
Go -Live includes an "all -hands" approach, with all key InfoSend managers required to review the launch day activity and sign
off before application output is final.
B. Support
Dedicated Account Manager from implementation also assigned to monitor and provide support.
Dedicated Support Staff for reviewing and responding to incoming issues.
Multiple communication channels available for client preference: web support ticketing tool, email, and phone.
Proactive support initiated by InfoSend staff when client data issues are detected by InfoSend Quality Control processes.
Issues tracked via InfoSend CRM tool, ensuring full resolution before the ticket can be closed.
t'
F
EXHIBIT "B"
INFOSEND FEES
Beneath this sheet.]
13
Exhibit B - InfoSend Fees
Js Exhibit B is an integral part of and is subject to the terms and conditions of the Master Service Agreement (the "Agreement")
Aween InfoSend, Inc. ("InfoSend") and City of Orange ("Client"). This Exhibit B provides the Fees which InfoSend shall bill to Client
in exchange for Services.
Section 1. Price Escalations to InfoSend Fees
InfoSend Fees can be adjusted once every twelve (12) months to account for increases in the cost of materials, labor, and other
overhead costs. InfoSend reserves the right to increase InfoSend Fees on a yearly basis (starting with the first anniversary of the
Agreement date). The Client will be notified, in writing, at least thirty (30) days prior to such price Increase. An amendment to this
Agreement will not be required if the Fees are changed, unless the terms or conditions of the Agreement have changed. Postage fees
can change at any time per USPS regulations and do not require an Agreement amendment.
In addition to this, if Client uses the Printing and Mailing Service, it accepts that InfoSend reserves the right to pass on any
extraordinarily high increases to the cost of forms or envelopes at any time. The Client will be notified, in writing, at least thirty (30)
days prior to such price increase.
InfoSend pricing is predicated on Client representations of Client and Client User transactional volume. Should Client's actual
continuous volume deviate by more than thirty percent (30%) of what Client has represented to InfoSend in Section 2, then InfoSend
reserves the right to invalidate the Fees listed in this Agreement. Should this rare situation arise then InfoSend will notify Client
immediately and negotiate with Client in good faith to pass on any increased production costs to Client.
Section 2. Client Representations
000 — 26,000 per month
Custom Materials and Monthly Volumes
Custom Return Envelope for ORT, ORV & ORU Files
Section 3. DPPM Fees;
printing and Mailing Service
utility Statements, F1 '61 Notices, $0.051
Business License Renewal%, Delinquents & Certificates
Print Fee per Page with 2/1 Ink
LISPS Postage Pass -through .
A postage deposif x1h be requlred prior
to starting service.
Print Color Options (colors per side) 0.051 for 211 or2/2 printing
0.053 for:3/1, 3h or 31*3 printing
0'.055 for 4/.0 or 411 printing
0:060 for 4/4 printing
Inline Insert Print Fee 0;035 Black printing
6.050 Color printing
Batoh Fee (per mailing batch under 100. mail pieces) 10.00
Farce§s P.ages.Handwork:Surcherja (per,.mail'piece) 0.12.
Addres$ Updates 0.40.NCOA
0.40 ACS
Standard Paper Stock (per'sheet) 0.016
Business Certificate Stock SOi019
Standard Outgoing #10 Envelope`"' "-', ::...:. 0.014
Standard Return #9 Envelope .. 0.013
Outgoing Flat Envelope.— used for mail pieces with excess pages 0.12
Custom R6turn.126velope. 0.02295
Fee Explanations
Data Processing
Setup Fee - Express PDF Input: requires a final composed PDF is uploaded to InfoSend for processing. Clients maintain control
of document look and feel, but InfoSend designs a program to parse the necessary data from the PDF.
Setup Fee - Data Only Input: requires the client provide a flat data extract, InfoSend creates, hosts and maintains an
application to generate documents. Existing document design is copied.
Document Re -Design Fee: using the "Data Only Input" method, InfoSend's Client Services Team assists in redesigning the
format of printed documents to improve communications or to take advantage of new printing capabilities.
Data Processing Fee: per document image that is processed by the InfoSend system for output.
Printing and Mailing Service
Print Fee: price includes black plus blue, green or red duplex printing of variable data and form elements on the front and
back of the page onto white form with a perforation.
Postage: clients are invoiced for the exact postage used. Leveraging InfoSend's USPS compliance and expertise, clients are
provided the lowest possible USPS automated rates when client batches qualify.
Optional Color Upgrades: Different options are available at different prices. Numbers fewer than 4 equal individual colors, 4
equals full color. The number 1 means black or grey. All sheets are billed at the same rate; the price for the sheet with the
highest number of colors is the applicable fee. 4 equals CM"rK (full color).
Batch Fee: assessed to cover InfoSend costs when batches transferred to InfoSend fall below threshold.
Inline Insert Print Fee: price for inserts printed on demand as additional pages. Allows for more dynamic customer messaging
without the extra pre -production lead time and overhead.
Excess Pages Handwork Surcharge: surcharge is assessed per mail piece (not per page). This surcharge only applies to
multiple page bills that have too many pages to be inserted into a #10 envelope by machine. This surcharge covers the
necessary manual labor required to process these mail pieces.
Address Updates— NCOALink or ACS: per reported update. InfoSend electronically reports the addresses it received in your
data that need to be updated because the customer filed a Change of Address Report with the USPS. Cost is per update.
Postcard Printing: price includes duplex printing of variable data and static elements on the front and back of the postcard
stock. The paper stock price is listed separately below.
Postcard Color Upgrades: same as above, all sheets are billed at the same rate; the price for the sheet with the highest
number of colors is the applicable fee, 4 equals CM': K (full color).
Materials
Paper Stock: white paper stock with or without perforation. Paper is 8.5x11" and 241b. Price includes all inventory costs. A
larger 8.5x14" format is available at a higher material cost and higher printing cost.
Outgoing #10 Envelope: #10 InfoSend Standard Double Window Outgoing Envelope. Includes security tint printed on the
inside of the paper stock and clear film that prevent the contents of the envelope from being viewed. Sourced with sustainably
logged paper (SFI).
Return #9 Envelope: #9 InfoSend Standard Single Window Return Envelope. Includes the same security tint and SFI paper as
the 910.
Outgoing Flat Envelope: single window envelope, only used for multiple page statements that do not fit in the #10 envelope.
Postcard Stock and Upgrade Options: InfoSend standard white postcard stock. Exact thickness is subject to change based on
compatibility with equipment, however approximate range is 9-10 point. We can UV coat one side of the postcard to protect
it during USPS mail processing.
Insert Services
InfoSend Produced Inserts: utilizing InfoSend printing and/or design services, inserts can be produced by InfoSend. Price
quoted on request.
Envelope Messaging (Snipes): custom messages and images can be printed onto the standard InfoSend #10 double window
envelope as a more cost-effective alternative to pre-manufactured'custom envelopes. The price depends on the artwork —
number of colors and whether it prints on one or both sides of the envelope, as well as order quantity. Price is quoted upon
request.
Electronic Inserts: fee per digital image of a physically produced insert included in the PDF copy of a document. Ensures that
client representatives and client customers can get the same information in the electronic bill as would go out physically.
Insert Fee: client provided (drop shipped) or InfoSend produced inserts to be included with InfoSend produced mail.
Additional fee applies if insert arrives at InfoSend but requires folding prior to insertion. Setup fees may apply for
programming selective inserting. InfoSend-printed inserts are quoted upon request.
Optional Document Services
Enhanced Print Quality: the baseline print image quality for transactional documents such as statements and invoices is 600
1 x 600 DPI. Work produced from InfoSend's Anaheim facility can be printed at an enhanced image quality at an additional cost.
This option uses high definition pigment ink & variable drop sizes to achieve a perceived 1200 x 1200 DPI image quality.
Print Image Archiving: fee per document to process, index, and store a document as a PDF for a set number of months. PDFs
are securely accessed using an InfoSend website application, and includes USPS mail tracking for all outbound First Class
mailed documents. Third party applications can also access the PDFs via a lightweight API with no cost. Setup fees may apply
depending on configuration needs.
Final Doc Transfer FTP: each completed InfoSend batch is indexed and transferred to you via FTP or SFTP to store on your
own network. InfoSend's standard Batch File format is one PDF per batch with an XML companion file providing meta data
and page numbers. If the client requires a custom scheme, including individual PDFs per each image in a batch, the Custom
fee applies. Note: setup fees may also apply for some custom setups.
Professional Services Fee: per hour and performed only upon request for customizations made to processing program or
document format after go -live. Work is only started after receiving client approval of a formal quote.
Returned Mail Handling: InfoSend will provide electronic reporting of mail that is returned by USPS, saving clients the hassle
of receiving and opening returned mail to update records. All records which are not delivered will be securely destroyed and
recycled after reporting.
Remit Tracking: for clients utilizing the Print Image Archiving service, InfoSend can also track inbound mail from customers
utilizing an included remittance stub in the outbound mail. With Remit Tracking clients will be able to see when a customer
responded to the original mail piece, as well as get a daily report of inbound mail with an estimated value of payment
remittances based on the outbound mail.
Section 3.1. Custom Forms/Envelopes
If Client has selected the Printing and Mailing Service and at any time requests that InfoSend Fees include the cost of custom Client -
specific materials (either in this Agreement or since its execution), then Client understands and accepts that these materials will be
purchased in bulk to achieve the lowest possible per -unit cost. Client agrees to purchase any remaining supplies of requested custom
Materials (normally forms or envelopes) if Client stops using InfoSend's Service for any reason. Client agrees to purchase the remaining
zupply of custom forms/envelopes upon Client's request to change the custom forms/envelopes before the supply has been depleted.
Section 3.2. USPS Postage Rates
Postage rates are determined by the United States Postal Service. All postage rate changes are determined directly by USPS and are
independent of any InfoSend service or materials fees. In no event shall any change in the postage rates affect the InfoSend service or
materials fees. The Client will be invoiced the amount of excess for overweight and foreign mail.
Section 3.3. Postage Deposit
InfoSend purchases the postage needed.to mail Client documents on the day of mailing. The postage charges are later invoiced to
Client based on the Client's payment terms. InfoSend requires Client to submit a postage deposit prior to the first mailing to facilitate
the payment terms. This amount will remain in deposit for the duration of the Agreement. Upon Agreement expiration or termination
Client must pay in full any outstanding invoices from InfoSend for payables created under this Agreement; the postage deposit will be
refunded within fifteen (15) days of the date that the last open invoice is paid.
The postage deposit is subject to an annual review and may be adjusted to account for changes to Client average mailing volume or
changes to USPS postage rates. There will be no more than one adjustment requested per year, if at all.
The postage deposit amount is calculated by multiplying the estimated number of mail pieces per month by the current 5-Digit pre-
sorted first class postage rate. The postage deposit amount on your account is $10,720.
Section 4. eBusiness Service Fees:
NOT APPLICABLE
j!ction 5. Implementation Project Cost:
rzfOTAPPLICABLE— Client is currently implemented.
Exhibit C — Professional Services
isis Exhibit C is an integral part of and is subject to the terms and conditions of the Master Service Agreement (the "Agreement")
Aween InfoSend, Inc. ("InfoSend") and City of Orange ("Client"). This Exhibit C provides InfoSend's Professional Services Fees which
InfoSend shall bill to Client in exchange for Professional Services. To the extent that any term is not expressly defined herein, it shall
have the meaning set forth in the Agreement.
Section 1. Price Escalations to InfoSend Professional Services Fees
InfoSend Professional Services Fees can be adjusted once every twelve (12) months to account for increases to the cost of providing
these services. InfoSend reserves the right to increase Professional Services Fees on an annual basis, starting with the first anniversary
of the Agreement date, if needed. The Client will be notified, in writing, at least thirty (30) days prior to such price increase. An
amendment to the Agreement will not be required if the Professional Services Fees are changed, unless the terms or conditions of the
Agreement have changed.
Section 2. Definition of Professional Services
InfoSend Professional Services are the technical services that are required to perform the initial setup of the InfoSend Primary Services
defined in Exhibit A and the technical services required to make changes to these Primary Services after the initial setup is complete.
Once any Primary Service is live and operational Professional Services will not be required unless Client requests a change or makes
changes to its data file format or business rules which necessitates a change to InfoSend's system configuration or programming.
Examples of InfoSend Professional Services:
Project requirements gathering and analysis hours
Project management and/or consulting hours
Software development and system configuration hours related to the processing of Client's data
Software development and system configuration hours related to document design, web portal setup, business rule
configuration, or any other applicable technical services
l
Application testing and deployment hours
Action 3 Professional Services Fee and Process for Approval and Payment of Fee
The current Professional Services Fee is $175.00 per hour. In the event that a project will incur billable Professional Services hours,
Client will be informed before work begins. InfoSend and Client will execute a Statement of Work for the project that Client wants
InfoSend to undertake. The payment terms for the project depend on the size and scope of the project. The Statement of Work can
include payment terms that are different than the terms listed in this Agreement for InfoSend Fees, otherwise these terms will apply
and the project fees will be invoiced upon project completion. Small projects that incur less than five (5) hours of Professional Services
can be initiated without a Statement of Work if Client accepts and executes a Programming Quote for this work.
Any project that will take more than five (5) hours of Professional Services work will require both parties to execute a formal Statement
of Work. Depending on the nature of the work required, InfoSend will provide one of the following quotation methods:
Fixed Quote— a fixed project cost will be set. InfoSend may elect to waive this cost in some circumstances. Client understands
and accepts that it must accept the terms and conditions of the Statement of Work for the project and that changes made to
the project requirements, data file structure, etc., after the Statement of Work and any amendments to it have been finalized
will require Client to pay for these changes on a Time and Materials basis. Client will be notified immediately if this scenario
arises and will be given an option to keep the original project specifications to keep the fixed quote in place.
Time and Materials Quote — should it not be possible to provide a fixed quote due to the nature of a Client's requested
project, then InfoSend will provide an estimated number of hours to complete the project and bill the hours on a Time and
Materials basis. The Statement of Work will include the terms and conditions for these project types and Client will be
invoiced weekly for the hours spent on the project.
Section 4. Initial Setup Cost: InfoSend Primary Services
The Initial Setup cost for the InfoSend Primary Services selected in Exhibit A are listed in Exhibit B. These costs have been provided
f );ing a Fixed Quote process, explained in Section 3 above. Client understands and agrees to these terms, and to the project -specific
InfoSend Exhibits to MSA
Rev. 1.16.2020
terms and conditions that will be provided in the Statement of Work that will be created to capture Client's specific requirements and
data types.
I
InfoSend Exhibits to MSA
Rev. 1.16.2020
InfoSend Master Service Agreement
This Master Service Agreement ("Agreement") is entered into as of the Effective Date below, by and between City of Orange, a
municipal corporation, having its main office 30..0 East Chapman Avenue, Orange, California 92866 ("Client") and InfoSend, Inc., a
California Corporation, having its main office at 4240 E. La Palma Avenue, Anaheim, California 92807 ("InfoSend"). Client and InfoSend
are collectively referred to herein, as the "Parties" -and individually as a "Party."
WHEREAS InfoSend desires to provide and the Client desires to receive certain services under ,the terms and conditions set -forth in
this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, hereby covenant and agree as follows. This Agreement consists of this
signature page, General Terms and Conditions, and the attachments ("Attachments") listed below:
Exhibit A: Scope of Primary Services
Exhibit B: InfoSend Fees
Exhibit C: Professional Services
This Agreement represents the entire understanding between the parties hereto with respect to its subject matter and supersedes all
other written or oral agreements heretofore made by or on behalf of InfoSend or Client with respect to the subject matter hereof and
may be changed only by agreements in writing signed by the authorized representatives of the parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.
Client: "
By:
TA,LI.0 +CLC.C.
Name: Jamey Taulbee
Title: Finance Manager
Date: 03/12/2020
InfoSend Master Service Agreement
InfoSend:
By:
Name: uss BMW
Title: President
Date: March 12, 2020
1-
GENERAL TERMS AND CONDITIONS
1 Definitions 2.3 Time of the Essence,
For the purposes of this Agreement, the following terms and InfoSend and Client acknowledge and agree that time is of
words shall have the meaning ascribed to them, unless the the essence for the completion of the Services to be
context clearly indicates otherwise: performed and each party's respective obligations under
this Agreement.
1.1 "Agreement" shall refer to this Agreement, as.
amended from time to time, which shall constitute an 3 License Grant and Restrictions
authorization for the term of this contract for InfoSend to
provide the Services, described herein, to the Client, 3.1 Grant of license
InfoSend agrees to provide to Users the right to use
1.2 "User(s)" shall mean a customer or employee of software and the provision of Services, but in all cases only
Client accessing InfoSend hosted applications via the in full and complete compliance with all of the terms and
Internet. Users of the System will agree to accept all the conditions of this Agreement. Subject to the terms of this
terms and conditions herein, and may be issued a unique Agreement, InfoSend hereby grants, and Client hereby
User ID and password by InfoSend or Client. accepts, for the Term (as defined herein) of this
Agreement, a non-exclusive, non -transferable license to
1.3 "Effective Date" shall be the last date upon which the access and use and to permits its Users to access and use
parties signed this Agreement. The Agreement will not be the System via the Internet ("the License").
effective against any party until the said date.
3.2 License Restriction_ s
1.4 "Services" shall include the performance of the Client hereby agrees not to: (1) reproduce, download,
Services outlined in Section 2 and detailed in Exhibits A modify, create derivative works from, distribute, or
and C of this Agreement. attempt to reverse engineer, decompile, disassemble, or
access the source or object code for, the System; (ii) use
1.5 "System" shall include all InfoSend hosted data and the System, or any component thereof, in any manner
software applications. contrary to applicable lawsor government regulations; or iii)
otherwise effect, attempt to enable the authorized 2
Services Provided by InfoSend use (with or without User ID and/or password) of the System.
2.
1 Scope of Services Subject
to the terms and conditions of this Agreement, 4 Privacy and Security InfoSend
shall provide to Client, and Client shall purchase from
InfoSend, the services listed in Exhibit A ("Scope of 4.1 Regulatory Compliance Primary
Services") to this Agreement at the price set forth InfoSend will maintain compliance with required Payment in
Exhibit B ("InfoSend Fees"). In the event Client requires Card Industry (PCI) Data Security Standards and other
consulting, installation, development and/or Cardholder Information Security Standards, applicable customization
services, InfoSend shall perform and Client rules and regulations of the Health Insurance Portability shall
purchase such services in accordance with the and Accountability Act (HIPAA), and applicable sections of provisions
of Exhibit C ("Professional Services") of this the Gramm -Leach -Bliley Act of 1999. Agreement.
4.
2 Data and Human Resources Security 2.
2 Professionalism InfoSend takes great care in both data and human InfoSend
and Client shall operate in a professional manner resources security. InfoSend company policy requires all under
this Agreement. In providing and receiving Services new employees to pass a background check and a drug - under
this Agreement; the parties will endeavor to screening test, both performed by outside companies. perform
in a manner consistent with that degree of care These practices will remain in place for the duration of the and
skill ordinarily exercised by members of the same Agreement. profession
under similar circumstances. 5
Term & Termination 2-
InfoSend
Master Service Agreement
5.1 Te,rm
The inifial term of this Agreement shall commence on the
effective date of this Agreement:and continue for a period
of three (3) years ("Initial Term") from the effective date.
This Agreement will automatically renew for .successive
two (2) year periods ("Renewal Terms") unless either
Client or InfoSend provides the other party with at least
sixty (60) days' written notice_ prior to the end of the
current term indicating that such party elects not to
automatically renew the term of this Agreement. The
party giving non=renewal notice may indicate if it prefers
for the contract to be terminated atthe end of the current
term or to continue on a monthAo-month basis, if
mutually agreeable to both parties.
5.2 Termination for Cause
This Agreement may be terminated for cause as follows:
i) Material Breach
A material breach of this Agreement by either party
shall be cured within thirty %) days ("Cure Period")
after a party notifies the other of such breach. For
those breaches which cannot reasonably be cured
within thirty (30) days, the breaching party shall
promptly commence curing such breach and
thereafter proceed with all due diligence to
substantially cure such breach. In the event that such
material breach has not been cured within the Cure
Period, the non -breaching party may terminate this
Agreement in its entirety; or as it pertains to a
particular Product, Deliverable, Service or
Professional Service; by providing the other party
with thirty (30) days' written notice as of a date
specified in such notice.
ii) Failure, to Pay
After sixty (60) days of nonpayment on undisputed
invoices, InfoSend may, at InfoSend's option,
terminate this Agreement in its entirety or as it
pertains to a particular Product, Deliverable, Service
or Professional Service, by giving written notice to
Client, as of a date specified in such termination
notice, pursuant to Section 6.3.
m) Insolvency or Bankruptcy
In the event that either party becomes or is declared
insolvent or bankrupt, is the subject of any
proceedings related to its liquidation, insolvency or
for the appointment of a receiver or similar officer for
it, makes an assignment for the benefit of all or
substantially all of its creditors, or enters into an
agreement for the composition, extension or
InfoSend Master Service Agreement
readjustment of all or substantially all of its
obligations, then the other party hereto may, by
giving written notice thereof to such party, terminate
this Agreement as of the date specified in such notice
of termination.
iv) Representations
This Agreement is predicated on Client
representations of Client and Client User
transactional usage. Should Client's actual volume
and frequency deviate from representations provided
by Client to InfoSend, as defined in Exhibit B, Section
2, InfoSend reserves the. right to terminate this
Agreement with one hundred eighty (180) days'
notice. Should this rare situation arise then InfoSend
will notify Client immediately and negotiate with
Client in good faith to amend the agreement as
required to accommodate actual Client and. Client
User transactional usage.
5.3 Upon Termination
Upon termination of this Agreement, the parties agree to
cooperate with one another to ensure that all accounts
receivable are accounted for. Upon termination, InfoSend
shall cease all Services being provided hereunder unless
otherwise directed by the Client in writing. Client will
promptly pay to InfoSend any and all charges due,
including but. not limited to payables that are due
pursuantto this Agreement, accrued finance charges, and
the Discontinuance Fee -set forth below, where applicable.
5.4 Discontinuance Fee
NOT APPLICABLE
5.5 Force Majeure
Neither party shall be liable, or deemed to be in default,
to the other for any failure or delay in performing an
obligation under this Agreement to the extent that its
performance is delayed, impaired or rendered impossible
by an event beyond its control ("Force Majeure Event")
such as natural disasters, war, terrorist acts, riots, labor
strikes, civil disturbances, extra -ordinary losses of utilities
including telecommunications services), computer
hacker" attacks on internet infrastructure, regulatory
restrictions, change in law or regulation or other acts of
government authority, including civil and military
authorities and courts, fuel or energy shortages,
transportation stoppages or slowdowns, the inability to
procure parts or raw materials, and/or acts or omissions
of common carrier. These causes will not excuse Client
from paying accrued payables due to InfoSend through
any available lawful means acceptable to InfoSend.
3
Services will be provided in a professional and
workmanlike manner.
InfoSend warrants that the Services will materially
perform the functions that. the Client has selected under
normal use and circumstances and that InfoSend shall use
commercially reasonable measures with respect to Client
Data to the extent that it retains such data in the
operation of the Services. Provided that Client gives
InfoSend written notice of failure to meet the.forego'ing
warranty within sixty (60) days following delivery of any
Services, or as otherwise specified in a Statement of Work
SOW"), InfoSend warrants that it will use commercially
reasonable efforts. to correct any Services that fail to
comply with'the foregoing warranty. If there is no notice
by Client within sixty (60) days following delivery of any
Services, or as otherwise specified in a Statement of Work
SOW"), it shall be deemed Client has accepted the
Services.
9.2 Client Representations and Warranties
Client represents and warrants that it has the legal power
and authority to enter into this Agreement. Client further
warrants that it will comply with all laws, regulations, and
compliance requirements applicable to Client's and User's
activities covered by this Agreement.
9.3 Warranty Disclaimer
Except as expressly set forth in Section 9.1 above, Infosend
disclaims all other representations or warranties, express
or implied, made to Client or any other party, including
without limitation, any warranties regarding quality,
suitability, merchantability, fitness, for a particular
purpose or otherwise of any services or any good provided
incidental to the Services provided under this Agreement;
to the extent permitted by applicable law.
InfoSend and its licensors and payment processors do not
represent or warrant that (I) the use of the Services will be
uninterrupted or error free, or operate in combination
with any other hardware, software, system or data; or (ii)
the Services will not delay in processing or paying. Service
may be subject to the limitations, delays, and other
problems inherent in the use of the Internet, and electronic
communications. InfoSend is not responsible for any
delays, delivery failures, or other damage resulting from
such problems.
10 Insurance
10.1 InfoSend's Insurance Provisions
InfoSend will maintain the following minimum insurance
levels during the Initial Term of this Agreement and any
Renewal Terms:
Commercial General Liability coverage in the amount
of $1,000,000.00 per occurrence and $2,000.000.00
in aggregate.
Automobile Liability Insurance coverage in the
amount $1,000,000.00 per occurrence.
41 Umbrella Liability Insurance in the amount of
500,000.00 per occurrence and in aggregate.
Worker's Compensation Insurance with at least the
minimum coverage amounts required by law.
Errors & Omissions Insurance with a $5,000,000.00
coverage limit.
11 Indemnification & Limitation of Liability
11.1 Indemnification & Limitation of Liability
InfoSend is a service provider; as such, Client
acknowledges that data processing involves the risk of
human and machine errors and that InfoSend shall not be
liable for any errors, omissions, delays or losses.
InfoSend will not be responsible for actions, omissions or
delays to Services resulting from incomplete, late or faulty
data and/or instructions transmitted by Client: No
damages shall be assessed against InfoSend when any
delay or breach on InfoSend's part is caused by failure of
Client to perform Clients' responsibilities or any other
reason beyond the control of InfoSend, including, without
limitation, failures or limitations on the availability of
third -party telecommunications or other transmission
facilities.
In no event shall InfoSend be liable for indirect, special or
consequential damages even if InfoSend has been advised
of the possibility of such potential claim, loss or damage.
The foregoing limitation of liability and exclusion of
certain damages shall apply regardless of the success or
effectiveness. of other remedies.
12 General
12.1 Independent Contractor
Client and InfoSend agree and understand that the
relationship between both parties is that of an
independent contractor. No joint venture, partnership,
employment or agency relationship exists between Client
and InfoSend as a result of this Agreement or use of the
Service.
12.2 Governing Law
5
InfoSend Master Service Agreement
This Agreement shall be governed by the substantive laws
of the state of California without regard to the choice or
conflicts of law provisions of any jurisdiction.
12.3 Amendment of Agreement
Modifications or changes in this Agreement must be in
writing and executed by the parties bound to this
Agreement.
12.4 Severability
If a word, sentence or paragraph herein shall be declared
illegal, unenforceable, or unconstitutional, the said word,
sentence or paragraph shall .be severed from this
Agreement, and this Agreement shall be read as if said
word, sentence or paragraph did not exist.
12.5 Assignment
This Agreement may not be assigned by either party
without the prior written approval of the other party,
unless it is being assigned to (i) a parent or subsidiary, (ii)
an acquirer of assets, or (iii) a successor by merger. Any
InfoSend Master Service Agreement
purported assignment in violation of this section shall be
void.
12.6 Immigration Laws
For Services performed within the United States, InfoSend
will assign only personnel who are legally authorized to
work in the United States. InfoSend represents and
warrants that it complies with all applicable immigration
laws with respect to the personnel assigned to Client.
12.7 Survival
All of the terms of this Agreement which by their nature
extend beyond the expiration or termination of the
Agreement, including but not limited to indemnification
obligations, confidentiality obligations and limitations of
liability, shall survive expiration or termination of the
Agreement and remain in full force and effect.
12.8 Cooperative Agreement ("Piggybacking")
NOT APPLICABLE
6
City of Orange
Finance Department
Memo
To: Rick Otto, City Manager
From: Will Kolbow, Assistant City Manager
Date: March 4, 2020
Re: Single Source Vendor for. Statement Printing and Mailing Services
The City's Municipal Code 3.08.290 states that competitive bidding procedures may be waived
with the approval of the City Manager and with certification in writing to the City Council:
the materials are offered by only one vendor, or
only one vendor is able to supply the materials within the timeframe and/or under the
terms and conditions which reasonably meet the needs of the using department.
The Utility Billing and Business License divisions of the Finance Department have outsourced
the printing of billing statements and business license certificates for many years. InfoSend
Inc. (InfoSend) folds, sorts, inserts, affixes postage, and mails out customer statements on a
daily basis. In addition to providing the physical product, InfoSend provides a cloud based
service to store Utility Bills for e-billing and viewing on the City of Orange Customer Portal
website. By continuing to outsource this process, for a current annual cost of $125,000, the
City realizes savings in printing costs and also receives the lowest pre-sort potage rate
available.
Staff has reviewed two other vendors that provide comparable services: Postal Pros and
Mailing Services, and determined InfoSend, of Fullerton CA, is the only vendor that can
provide the service needs of Business License and Utility Billing. While all three vendors had
comparable annual contract costs, both Postal Pros and Mailing Services would need to provide
new programing to work with our current software that is unique to each division, ultimately
increasing the cost in programming and staff time. In addition, these vendors are both located
out of state, which could increase delivery times to our customers.
The Finance Department hereby asserts a single source vendor is required because, although
other vendors can supply the requested service at a comparable price, only one vendor is able
to supply the services which are compatible with existing technology platforms for a cost and
under the terms and conditions that reasonably meet the needs of the City.
The waiver of the Competitive Bidding Process is approved and the Single Source Vendor is
certified:
i'
Rick Otto, City Manager