HomeMy WebLinkAboutC-6211 - PSA for Document Printing and Mailing Services and Online PresentmentI AMENDMENT NO. ONE TO
U PROFESSIONAL SERVICES AGREEMENT
WITH INFOSEND, INC. FOR
DOCUMENT PRINTING, MAILING SERVICES AND ONLINE PRESENTMENT
THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT
("Amendment No. One") is made and entered into as of this 22nd day of November,
2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and INFOSEND, INC., a California
corporation ("Consultant"), whose address is 4240 East La Palma Avenue, Anaheim,
California 92807, and is made with reference to the following:
RECITALS
A. On June 19, 2016, City and Consultant entered into a Professional Services
Agreement ("Agreement") for document printing, mailing and online presentment
of municipal billing statements and other documents ("Project").
B. The parties desire to enter into this Amendment No. One to extend the term of
the Agreement to December 31, 2019 and to increase the total compensation.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the Effective Date, and shall
terminate on December 31, 2019, unless terminated earlier as set forth herein."
2. COMPENSATION TO CONSULTANT
Section 4.1 of the Agreement is amended in its entirety and replaced with the
following: "City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
Consultant's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed Eight
Hundred Ten Thousand One Hundred Fifty Dollars and 00/100 ($810,150.00),
without prior written authorization from City. No billing rate changes shall be made
during the term of this Agreement without the prior written approval of City."
The total amended compensation reflects Consultant's additional compensation
for additional Services to be performed in accordance with this Amendment No. One,
including all reimbursable items and subconsultant fees, in an amount not to exceed
Five Hundred Thirty Three Thousand One Hundred Fifty Dollars and 00/100
($533,150.00).
3. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
Infosend, Inc. Page 2
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to
be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 1 /IV As
By: (R -r)
Aaron C. Harp i9
City Attorney
ATTEST: �^
Date: f
BY dw
✓ 1 ` N-
Leila*ni
� I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
Z 1�
By. E c
DiaArbixon
Mayor
CONSULTANT: Infosend, Inc., a
California corporation
Date:
By: ! C. X- ---•
Mahmood Rezai
President/CEO
Date: /-9-/7
By:
Russ`R zai
COO
[END OF SIGNATURES]
Infosend, Inc. Page 3
PROFESSIONAL SERVICES AGREEMENT
WITH INFOSEND, INC. FOR
DOCUMENT PRINTING AND MAILING SERVICES AND ONLINE PRESENTMENT
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and
entered into as of this 19th day of June, 2015 ("Effective Date"), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city
("City"), and INFOSEND, INC., a California corporation ("Consultant'), whose address is
4240 East La Palma Avenue, Anaheim, California 92807, and is made with reference to
the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to provide printing, mailing and online
presentment of municipal billing statements and other documents ("Project').
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on December 31, 2016, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Consultant shall perform the Services in accordance with the schedule
included in Exhibit A. In the absence of a specific schedule, the Services shall be
performed to completion in a diligent and timely manner. The failure by Consultant to
strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a
diligent and timely manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
Consultant's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed Two Hundred
Seventy Seven Thousand Dollars and 00/100 ($277,000.00), without prior written
authorization from City. No billing rate changes shall be made during the term of this
Agreement without the prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the
specific task in the Scope of Services to which it relates, the date the Services were
performed, the number of hours spent on all Work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Consultant no later than
thirty (30) calendar days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses
specifically identified in Exhibit B to this Agreement or specifically approved in writing in
advance by City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
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Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Matt Schmidt, Client
Services Director to be its Project Manager. Consultant shall not remove or reassign
the Project Manager or any personnel listed in Exhibit A or assign any new or
replacement personnel to the Project without the prior written consent of City. City's
approval shall not be unreasonably withheld with respect to the removal or assignment
of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project
any of its personnel assigned to the performance of Services upon written request of
City. Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Finance. City's Revenue Manager or
designee shall be the Project Administrator and shall have the authority to act for City
under this Agreement. The Project Administrator shall represent City in all matters
pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with the highest professional
standards. For purposes of this Agreement, the phrase "highest professional
standards" shall mean those standards of practice recognized by one (1) or more first-
class firms performing similar work under similar circumstances.
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8.2 All Services shall be performed by qualified and experienced personnel
who are not employed by City. By delivery of completed Work, Consultant certifies that
the Work conforms to the requirements of this Agreement, all applicable federal, state
and local laws, and the highest professional standard.
8.3 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.4 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims"), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Consultant's presence or
activities conducted on the Project (including the negligent, reckless, and/or willful acts,
errors and/or omissions of Consultant, its principals, officers, agents, employees,
vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly
by any of them or for whose acts they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by
Consultant.
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10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Consultant or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Consultant or any of Consultant's employees or agents, to be the agents or employees
of City. Consultant shall have the responsibility for and control over the means of
performing the Work, provided that Consultant is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Consultant as to the details of the performance of the Work or to exercise a measure of
control over Consultant shall mean only that Consultant shall follow the desires of City
with respect to the results of the Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
Infosend, Inc. Page 5
be construed as an assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Consultant, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Consultant is a
partnership or joint -venture or syndicate or co -tenancy, which shall result in changing
the control of Consultant. Control means fifty percent (50%) or more of the voting
power or twenty-five percent (25%) or more of the assets of the corporation, partnership
or joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such
subcontractor other than as otherwise required by law. City is an intended beneficiary
of any Work performed by the subcontractor for purposes of establishing a duty of care
between the subcontractor and City. Except as specifically authorized herein, the
Services to be provided under this Agreement shall not be otherwise assigned,
transferred, contracted or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced, including but not limited to, websites, blogs, social media accounts
and applications (hereinafter "Documents"), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Additionally, all material posted in
cyberspace by Consultant, its officers, employees, agents and subcontractors, in the
course of implementing this Agreement, shall become the exclusive property of City,
and City shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents, including all logins and password information to City
upon prior written request.
17.2 Documents, including drawings and specifications, prepared by
Consultant pursuant to this Agreement are not intended or represented to be suitable
for reuse by City or others on any other project. Any use of completed Documents for
other projects and any use of incomplete Documents without specific written
authorization from Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to Consultant's
deliverables under this Agreement by City or persons other than Consultant is waived
against Consultant, and City assumes full responsibility for such changes unless City
has given Consultant prior notice and has received from Consultant written consent for
such changes.
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17.3 All written documents shall be transmitted to City in formats compatible
with Microsoft Office and/or viewable with Adobe Acrobat.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including
costs, contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant under this Agreement. All such records and invoices shall be clearly
identifiable. Consultant shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Consultant shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Consultant under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall
not discontinue Work as a result of such withholding. Consultant shall have an
immediate right to appeal to the City Manager or designee with respect to such disputed
sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would
have resulted if there were not errors or omissions in the Work accomplished by
Consultant, the additional design, construction and/or restoration expense shall be
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borne by Consultant. Nothing in this Section is intended to limit City's rights under the
law or any other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
24.2 If subject to the Act, Consultant shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold harmless
City for any and all claims for damages resulting from Consultant's violation of this
Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Evelyn Tseng, Revenue Manager
Finance
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Mahmood Rezai
Infosend, Inc.
4240 E. La Palma Ave.
Anaheim, CA 92807
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26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Consultant's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Consultant in writing as unsettled at the time of its final request
for payment. Consultant and City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, Consultant shall be required to file any claim
Consultant may have against City in strict conformance with the Government Claims Act
(Government Code sections 900 et seq.).
pt94Nd,II�►_AIIf] z
27.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non -defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Consultant has not been previously paid. On the effective date of termination,
Consultant shall deliver to City all reports, Documents and other information developed
or accumulated in the performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
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28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEjS OFFICE
Date: ( / /
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: 1-1('- i.5
By: By L vx
Aaron . Harp /� Edward D.
City Attorney Mayor
ATTEST -
1.
Date:
By: 4,6n%,
Leilani I. Brown
City Clerk
CONSULTANT: Infosend, Inc., a
California corporation
Date:
Signed in Counterpart
By:
Mahmood Rezai
President and CEO
Date:
Signed in Counterpart
By:
Russ Rezai
COO
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITYATT� E
Date: (o /(/15
By:
Aar C Harp �9
City Att6mey
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Edward D. Selich
Mayor
CONSULTANT: Infosend, Inc.,
California corporation
Date: („ I I aI5:
By: �� �'J (-I
Mahmood Rezai
President and CEO
Date: ('3 115') 1.>
By:
Russ Rezai --
COO
[END OF SIGNATURES]
Attachments: Exhibit A - Scope of Services
Exhibit B - Schedule of Billing Rates
Exhibit C - Insurance Requirements
Infosend, Inc. Page 11
EXHIBIT A
SCOPE OF SERVICES
1. Printing and Mailing Services: The general scope of mailing services to be
provided to the City of Newport Beach by InfoSend pursuant to this Agreement
shall include the following:
• Postal processing and address standardization for the lowest postage rate.
InfoSend will be responsible for complying with all USPS rules and obtaining
the lowest possible rates.
• Laser print agreed upon documents. Documents will be printed on an as -
needed basis based on the billing frequency for each of the City's job types
using industry -standard 600 DPI black or 2 -color printing onto the applicable
paper stock for each job type. Various job types are currently live and
InfoSend will maintain all current specifications. No changes will be made to
the type of printing that is used or the type of paper or envelope stock that is
used without the City's consent, review and approval. OCR scanlines will be
printed per the City's specifications.
• Insert documents and desired inserts, including a #9 single window envelope,
into a #10 double window envelope and mail 1st class. Addresses are
standardized using USPS -certified software before the documents are
printed.
• Provide actual PDF copies of the postal forms submitted to the post office for
each batch of mail, as required by the City. Batches of mail containing at least
500 zip+4 coded addresses will be sent directly to the United States Postal
Service and presented with their own postal paperwork. This paperwork will
be archived on the InfoSend website in PDF format for the City to review.
Should a batch of documents contain less than 500 zip+4 coded addresses
the document will be inserted into the envelopes, sealed, metered, and
delivered to InfoSend's presort partner to achieve the MIXED AADC postal
rate. This is the most cost effective way to mail out small batches of
documents. The City could also elect to have InfoSend meter these mail
pieces at the retail first class rate (equal to a postal stamp) in order to deliver
them directly to the post office.
• Provide InfoSend's standard #9 single window return envelope and standard
#10 double window envelope. Both envelopes include security tint. Pricing
has also been included to create custom envelopes to match the City's
current envelope stock.
2. Data Processing and Internet -Based Services: The general scope of the
electronic services to be provided to the City of Newport Beach by InfoSend will
include the following:
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• Online PDF Archiving ("Print Image Archive"): This system posts the
documents to the Internet, which allows the customer service representative
to search for a PDF copy of the document that InfoSend printed and mailed
on its behalf. The City can search for the document using name, account
number, NBID, and up to 2 other custom fields. Once the PDF has been
viewed by the customer support representative it can be printed for the
customer, printed and faxed to the customer, or e-mailed to the customer. If
the PDF is emailed to the customer it will be accessible without having to click
on any links or search pages. The PDF image of the document is exactly like
the printed one, (subject to the limitations of the user's printer and image
display), not an XML or HTML representation, and are easily printed exactly
like the original. After 12 months, all PDF images will be saved to a format
previously approved by the City, and provided to the City.
• Message Manager: This is a free customer service tool that allows you to
schedule your messages using the InfoSend website. There will be no
programming charges to do the initial setup or to add additional categories to
the Message Manager.
• Job Tracking and Sample Approval: These tools are provided on the InfoSend
website at no cost to allow the City to track its files and approve PDF samples
before the files are printed.
• Address Updates: The Address Change Service (ACS) or NCOALink service
can be provided to the City to facilitate electronic address updates. Both
services are optional. The City may select one or the other at any time. If the
ACS service is selected, InfoSend will print the original address on the
document and use an outgoing envelope that has "ADDRESS SERVICE
REQUESTED" printed on it. The USPS will forward mail pieces to customers
who have filed Change of Address forms and provide the new address to
InfoSend weekly to report to the City. If the NCOALink service is used then
InfoSend will run the addresses through the USPS database before the
documents are printed and print the updated address onto the documents.
Alternatively the City could elect to have Contractor print the original
addresses but use the NCOALink service to report the changes to the City.
The USPS will still forward the mail pieces to the new addresses and the City
can use the reports to update the addresses for the next mailing.
• Electronic Bill Presentment and Payment ("Online BiIIPay"): Electronic Bill
Presentment and Payment (EBPP) gives customers the ability to view bills via
e-mail or a web portal that matches the look of the City's website. Customers
can also pay bills using the web portal. The web portal is secured using 256 -
bit SSL encryption and allows customers to initiate payments using credit
cards, debit cards, or Automated Clearing House (bank account) transactions.
Customers shall be able to set up AutoPay through BiIIPay. BiIIPay shall
provide customers the simplest way to pay bills and provide an easy solution
to edit their payment options. Online BiIIPay shall be PCI compliant.
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• CSR Portal: The CSR Portal accompanies the optional Online BiIIPay service.
The CSR Portal gives authorized City staff the ability to see copies of the
electronic bills that were sent to the City customers, to initiate payments on
the customer's behalf ("CSR Pay"), and to manage the Online BiIIPay service
in general. It includes an "Account Snapshot" feature that was developed to
allow the City to view all key stats for the customers on one page.
3. Turnaround Time
• Consultant's normal time frame for completion (delivered to the post office)
will be the next business day. InfoSend will be responsible for maintaining an
adequate supply of inventory of forms and envelopes to meet the turnaround
time. Any drop -shipped inserts must be received by Consultant's print facility
in Anaheim at least 2 days prior to receipt of data. City can upload the data
file at any time of the day and the batch will be processed, printed, and
delivered to the post office by the next business day.
• Should City decide to use InfoSend's sample approval process then
documents will be completed (delivered to the post office) by the next
business day after the samples are approved.
4. Reports: Consultant will provide the City with all of its standard reports at no
cost. This includes PDF copies of USPS postal forms, confirmations of data file
receipt, confirmation of mailing of files, Online BiIIPay Subscription Report, etc.
Consultant has also developed a custom payment -posting file for the City.
5. Warehousing of Customer Supplies: Consultant will maintain up to six (6)
months of the City's supplies at no charge.
6. Proofs: InfoSend shall provide proofs prior to a print run. The City shall use the
Job Tracker on the InfoSend website to download a PDF sample of the batch to
be printed. If rejected, the City indicates if they are rejected due to an issue with
the City's file or due to an issue with InfoSend's data processing. If the City
rejects a proof, City shall indicate the reason for the rejection. There is no
charge to provide additional proofs, even if they are requested due to an issue
with the City's data.
The City shall have the right to proof each job prior to laser production. All
statements with poor print quality or damaged shall be reprinted at InfoSend's
expense.
7. Quality of Input Data: All electronic files furnished by the City must be in good
condition and machine processable. If electronic files are not received in the
proper format as programmed or with incorrect data, the City shall be required to
pay for the printing and or mailing of the documents. The City understands that
while Consultant makes every effort to prevent production mistakes, Consultant
cannot be held responsible for mistakes caused by issues with the City's data.
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The City is encouraged to use the proofing process to catch any potential issues
with its data file before the file is printed. Some examples of situations that may
arise have been provided below:
• City uploads incorrect data and catches the error during the proofing process.
The batch is cancelled before it has been printed. The City is not charged a
processing fee for the cancelled batch, nor is it charged a reprocessing fee for
the replacement batch.
• City uploads incorrect data and catches the error after the file has been
proofed and printed. If the file has not been mailed yet then the City will be
assessed a $0.08 "Print Only Fee".
• City uploads correct data and catches an InfoSend error during the proofing
process. The batch is cancelled before it has been printed. The City is not
charged a processing fee for the cancelled batch, nor is it charged a
reprocessing fee for the replacement batch.
• City uploads correct data and catches an InfoSend error after the file has
proofed and printed. If the file has not been mailed yet then InfoSend will
reprint it at no charge.
8. Redundancy/Disaster Recovery/Security
• All data will be protected by a disaster recovery system to ensure the City's
data is safeguarded at all times during and after processing.
• All major hardware components used to process statement will have
redundant backup to avoid loss or delay in mailing.
• Computers used for electronic file transmission will have current virus
protection installed.
9. Confidentiality: InfoSend agrees to exercise caution and discretion in
safeguarding the City's materials and information. InfoSend warrants that it
complies with the security and confidentiality standards of the Payment Card
Industry Level 1 annual audits (PCI DSS) and the Health Insurance Portability
and Accountability Act (HIPAA). The proofs are downloaded over a website using
256 -bit or higher SSL encryption rather than being emailed to the City. Data
transmission between the City and InfoSend can be accomplished by using a
web upload form that uses the same encryption, or by using PGP encryption
before transmitting the data to InfoSend over an automated FTP transfer.
InfoSend shall not share the City's data to any outside parties unless required by
law.
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EXHIBIT B
SCHEDULE OF BILLING RATES
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EXHIBIT B - PRICING SCHEDULE
Printing and Mailing Services (all sales tax costs excluded):
Inserter set up. (No minimum run charge) No fee
Laser printing, mail insertion, and materials fee. See Below
No minimum run charge.
1. Per 8.5x11" sheet data processing fee (includes postal processing) $0.010 each
2. Per 8.5x11" sheet one-sided black or black + blue or red printing fee $0.020 each
3. Per 8.5x11" sheet mailing fee -Municipal Services Statements $0.042 each
4. Per 8.5x11" sheet mailing fee -All Other Document Types $0.062 each
5. 8.5x11" 24# white paper stock (with or without perforation) $0.014 each
6. 8.5x11" custom pre-printed 3/1 #24 paper stock -Municipal Services $0.017 each
7. InfoSend standard double window #10 envelope (white) $0.017 each
8. InfoSend standard single window #9 envelope (white) $0.015 each
9. Optional duplex printing charge. $0.02 each
Should laser printing be required on the backside of the sheet
Examples
Total 1 Page Mail Piece Cost -Municipal Services Statements $0.121 each
1. data processing fee
2. one-sided printing fee
3. Municipal Services Statement mailing fee
6. pre-printed paper stock for MSS
7. #10 envelope
8. #9 envelope
Total 1 Page Mail Piece Cost - Ail Other Document Types $0.158 each
1. data processing fee
2. one-sided printing fee
4. All Other Document Types mailing fee
5. white paper stock
7. #10 envelope
8. #9 envelope
9. duplex printing charge
Handling of drop -shipped additional inserts. $0.01 each
Price for ready to use inserts shipped to InfoSend. If folding is
required an additional $0.01 fee will apply.
Optional custom outgoing envelope charge on white paper stock.
Should a custom #10 envelope be required an additional charge
applies. Includes black printing of text and logo onto envelope to
match current envelope look.
Optional semi -custom return envelope charge on white paper stock.
Cost to upgrade to a green -bar, red -bar, or blue -bar #9 return
envelope is waived. Envelope has one window and security tint.
Printing and Mailing Services — Pricing Guideline for Printing Inserts
8.5 x 11" 1/0 Black Inserts on 20# White Stock: $0.055 Each
8.5 x 3.5" 1/0 Black Inserts on 20# White Stock: $0.025 Each
8.5 x 11" 1/1 Black Inserts on 20# White Stock: $0.075 Each
8.5 x 3.5" 1/1 Black Inserts on 20# White Stock: $0.055 Each
8.5 x 11" 1/0 Black Inserts on 20# Color Stock: $0.065 Each
8.5 x 3.5" 1/0 Black Inserts on 20# Color Stock: $0.035 Each
8.5 x 11" 1/1 Black Inserts on 20# Color Stock: $0.065 Each
8.5 x 3.5" 1/1 Black Inserts on 20# Color Stock: $0.045 Each
$0.021 each
No fee
Includes cost of paper & printing. Does not include price of insertion (see charge on prior
page). Assumes City will provide print -ready PDF file.
Due to the changes in pricing for offset printing color inserts and newsletters are quoted
upon request. Prices also vary depending on the quantity of inserts requested and the
paper stock to be used. Pricing for a 4 -color two-sided 8.5x11" insert is estimated to be
$0.05 - 0.11 with a minimum order of 15,000 inserts.
Intelligent Insert Programming
No cost to setup intelligent inserts if City embeds insert instructions into its data files or
provides a separate file that contains the information that InfoSend's programs will need to
enable intelligent inserting. For example data file can contain the insert to be used for each
record.
Should City be unable to provide intelligent insert data then a $300 fee will be charged to
setup intelligent inserts each month they are requested.
There is no charge to setup intelligent inserting of the #9 envelope for Auto Pay customers.
The setup fee for this is waived because the process is setup once and then used every
month. Unique requests that require programming incur charges.
Printing and Mailinq Services — Optional Electronic Service Options
These optional services compliment the printing and mailing services. The same fees
apply to any printed document type.
Online PDF Archiving (Print Image Archive) $0.0015 / PDF per month retention.
Internet -based PDF search and retrieval tool - allows CSR staff to access individual
account information on-line and to reprint a document on -demand.
No minimum run charge. No monthly maintenance or storage fees.
Price calculation example: if 15,000 statements are sent and you want them stored for 12
months then the price will be 15,000 x 12 x $0.0015 = $270.00.
Archiving $0.0035 /document
Each completed InfoSend batch is indexed and transferred via FTP or SFTP to
store on the City's network. InfoSend shall transmit each batch as one PDF file,
and can provide an optional companion XML index file that provides a breakdown
of the PDF's contents. All individual documents from the batch will be included in
the file.
Electronic Address Updates — NCOA Link or ACS $0.40 Per reported change
Per reported change. 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.
Current Programming Fee $150 / hr
Per hour. For customizations made to document processing programs
after go -live. Examples: you change export file format 12 months after go -
live.
Printing and Mailing Services — USPS Postage Charges and Rates
Printing and mailing fees do not include postage. Postage rates are determined by the
United States Postal Service. All postage rate changes are determined directly by
USPS and are independent of any cost of service fees from InfoSend. In no event shall
any change in the postage rates affect the cost of service or materials from InfoSend.
The Client will be invoiced the amount of excess for overweight and foreign mail.
InfoSend will absorb any programming costs incurred to meet new USPS regulations
(new barcodes, etc.).
InfoSend will digitally presort mail to achieve the lowest possible postage rates. This
requires a minimum of 500 bar-coded mail pieces per batch. Current (as of 5/31/15)
price range for bar-coded 1 oz. or less first class postage is $0.391 (5 Digit) to $0.439
(MIXED AADC). Bad addresses do not obtain a bar-code and must be mailed out at the
full retail metered rate (currently $0.485). USPS rules, regulations and rate classes can
change over time.
City files that contain less than 500 bar-coded mail pieces cannot be digitally presorted
and must either be sent out at the full retail metered rate (currently $0.485) or be sent
using a presorting company. InfoSend currently partners with PSI (a division of Pitney
Bowes). They can pickup these smaller batches of mail and send them out at the MIXED
AADC rate.
Printing and Mailing Services — Postage Deposit
The postage deposit will be waived for all City of Newport Beach files.
Printing and Mailing Services — Custom Forms/Envelopes
If Client has requested custom forms/envelopes, Client agrees to purchase the
remaining supplies of requested custom forms/envelopes in the event Client terminates
the agreement, or InfoSend terminates the agreement as a result of Client's uncured
breach. Client agrees to purchase the remaining supply of custom forms/envelopes
upon Client's request to change the custom forms/envelopes before the supply has been
depleted. InfoSend will perform the initial form design and modifications to the existing
forms at no charge.
Electronic Bill Presentment and Payment Service (Online BillPay)
This optional service allows the City to present its bills on-line to give customers the ability to
make one-time or automatic recurring payments through one of the payment processors that
InfoSend is currently integrated with. Payment processing fees will be provided and invoiced by
the processor.
Payments are currently sent to TransFirst for processing. Please note that requests to change
processors to one that InfoSend is not integrated with are reviewed on a case-by-case basis.
InfoSend is not integrating with new payment processors at this time and there is a significant
cost to setup, maintain and support a new integration.
InfoSend's Fees - Electronic
Bill Presentment
and Payment
Maintenance Fee
$260.00
Per month. Application monitoring, maintenance, and
minor text edits to web pages or email templates.
Presentment Fee —
$0.06
Per electronic bill. All statements are presented each
month. This gives the customer the convenience of
having an electronic bill that is ready to pay immediately
after enrollment. Includes two years retention of bills on
the system.
Setup Fee
N/A
Service is already setup and live.
Professional
Current Programming
$150.00
Prorated to 15 minutes after the 15 hr. Customizations
Fee
made to City forms.
Annually, the City may submit any text updates one-time free of charge.
CSR Portal (includes CSRPay feature) — no cost
Wit«
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California, Section
3700 of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The
policy shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract
(including the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
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4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Consultant or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, and shall require similar written express waivers
from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but
not including professional liability, shall provide or be endorsed to provide
that City and its officers, officials, employees, and agents shall be included
as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or self-
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along with
a waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance
certificates and endorsement must be approved by City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of
all required insurance policies, at anytime.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Infosend, Inc. Page C-2
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type. If the
Consultant maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the
specified minimum limits of insurance and coverage shall be available to
the City.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. Cid Remedies for Non -Compliance. If Consultant or any subconsultant
fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Consultant's right to proceed until
proper evidence of insurance is provided. Any amounts paid by City shall,
at City's sole option, be deducted from amounts payable to Consultant or
reimbursed by Consultant upon demand.
G. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City assumes
no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to
involve City.
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the Work.
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