PROFESSIONAL SERVICES AGREEMENT
WITH INFOSEND, INC. FOR
DOCUMENT PRINTING, MAILING SERVICES, AND ONLINE PRESENTMENT THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered intoas of this27th day of January, 2026 (“EffectiveDate”),by and between the CITY OF NEWPORT BEACH, a Californiamunicipal corporation and charter city(“City”), and INFOSEND, INC., a Californiacorporation(“Consultant”),whose address is 4240 E.
La Palma Ave., Anaheim, CA 92807, and is made with reference to the following;
RECITALS
City isa municipal corporationduly organized and validlyexistingunder the laws of the State of Californiawith the power to carry on itsbusiness as itisnow being conducted under the statutes of the State of California and the Charter of City.
City desires to engage Consultant to provide document printing,mailing services, and online presentment of municipal billingstatements and other documents (“Project”).
Consultant possesses the skill,experience, ability,background, certificationand knowledge to provide the professionalservices described in thisAgreement.
City has solicitedand received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retainConsultant to render professional services under the terms and conditions set forthinthisAgreement.
Pursuant to a competitive bidding process. Consultant was awarded an agreement by the City of Glenn Heights, Texas, to which the City now desires to piggyback for purposes of the Project.
A.
B.
C.
D.
E.
NOW, THEREFORE, itismutually 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 January 27, 2029, unless terminated earlieras set forthherein.The City shallhave the option to renew thisAgreement upon writtennoticeto Consultant forup to two (2) additional(1) year terms, upon the same terms and conditions set forth herein, which each additionalterm commencing upon the expirationof the immediately preceding term.
2. SERVICES TO BE PERFORMED
Consultant shall diligentlyperform allthe services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference (“Services” Attachment A
or “Work”). City may electto delete certainServices within the Scope of Services at its sole discretion.
3. TIME OF PERFORMANCE
Time isof the essence inthe performance of Services under thisAgreement and Consultant shallperform the Services in accordance with the schedule included in Exhibit A. In the absence of a specificschedule, the Services shall be performed to completion ina diligentand timelymanner. The failureby Consultant to strictlyadhere to the schedule set forthin ExhibitA, ifany, or perform the Services in a diligentand timely manner may resultinterminationof thisAgreement by City.
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 inthe Services to be provided forthe Project,each party hereby agrees to provide notice withintwo (2) calendar days of the occurrence causing the delay to the other party so that alldelays can be addressed.
Consultant shallsubmit allrequests forextensions of time for performance in writingto the ProjectAdministrator as defined herein not laterthan ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shallreview allsuch requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant’s control.
For all time periods not specificallyset forth herein. Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand-delivery or mail.
3.1 3.2
3.3 3.4
4. COMPENSATION TO CONSULTANT
City shall pay Consultant for the Services on a time and expense not-to- exceed basis inaccordance with the provisions of thisSection and the Schedule of Billing Rates attached hereto as ExhibitB and incorporated herein by reference. Consultant’s compensation for allWork performed in accordance with this Agreement, includingall reimbursable items and subconsultant fees, shall not exceed Eight Hundred Ten Thousand Dollars and 00/100 ($810,000.00),without priorwritten authorizationfrom City. No billingratechanges shallbe made during the term of thisAgreement without the priorwrittenapproval of City.
Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant’s billsshallinclude the name of the person who performed the Work, a briefdescriptionof the Services performed and/or the specific task in the Scope of Services to which itrelates,the date the Services were performed, the number of hours spent on allWork billedon an hourly basis,and a descriptionof any reimbursable expenditures. City shallpay Consultant no laterthan thirty(30) calendar days afterapproval of the monthly invoice by City staff.
4.1 4.2
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Cityshallreimburse Consultant only forthose costs or expenses specifically identifiedin ExhibitB to thisAgreement or specificallyapproved inwritingin advance by City.
4.3 Consultant shallnot receive any compensation for Extra Work performed without the priorwrittenauthorizationof City. As used herein,“Extra Work” means any Work thatisdetermined by Cityto be necessary forthe 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.
Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of BillingRates as set forthin ExhibitB.
4.4 5. PROJECT MANAGER
Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shallbe available to City at allreasonable times during the Agreement term. Consultant has designated Josue Martinez, to be its Project Manager. Consultant shallnot remove or reassign the Project Manager or any personnel listedin ExhibitA or assign any new or replacement personnel to the Project without the priorwritten consent of City. City’s approval shall not be unreasonably withheld with respect to the removal or assignment of non-key personnel.
Consultant, at the sole discretionof City,shallremove from the Projectany of itspersonnel assigned to the performance of Services upon written request of City.
Consultant warrants that itwillcontinuously furnishthe necessary personnel to complete the Projecton a timely basis as contemplated by thisAgreement.
IfConsultant isperforming inspectionservices forCity,the ProjectManager and any other assigned staffshallbe equipped with a cellularphone to communicate with City staff.The Project Manager’s cellularphone number shallbe provided to City.
5.1 5.2
5.3 6. ADMINISTRATION
This Agreement willbe administered by the Finance. City’sRevenue Manager or designee shallbe the Project Administrator and shallhave the authorityto act for City under this Agreement. The Project Administrator shall represent City in all matters pertainingto the Services to be rendered pursuant to thisAgreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of itsresponsibilitiesunder thisAgreement, City agrees to provide access to and upon request of Consultant, one copy of allexisting relevant information on fileat City. City willprovide allsuch materials in a timely manner so as not to cause delays in Consultant’s Work schedule.
8. STANDARD OF CARE
Allof the Services shallbe performed by Consultant or under Consultant’s supervision. Consultant represents that itpossesses the professional and technical
8.1 Infosend, Inc. Page 3
personnel required to perform the Services required by thisAgreement, and that itwill perform allServices in a manner commensurate with community professionalstandards and with the ordinary degree of skilland care that would be used by other reasonably competent practitionersof the same disciplineunder similar circumstances. All Services shallbe performed by qualifiedand experienced personnel who are not employed by City.
By delivery of completed Work, Consultant certifiesthat the Work conforms to the requirements of thisAgreement, allapplicablefederal,state and locallaws, and legally recognized professionalstandards.
Consultant represents and warrants to Citythatithas, shallobtain, and shall keep in fullforce and effectduring the term hereof, at itssole cost and expense, all licenses,permits,qualifications,insurance and approvals of whatsoever nature that is legallyrequired of Consultant to practiceitsprofession. Consultant shallmaintain a City of Newport Beach business licenseduringthe term of thisAgreement.
Consultant shall not be responsible for delay, nor shall Consultant be responsible fordamages or be indefaultor deemed to be indefaultby reason of strikes, lockouts, accidents, acts of God, or the failureof City to furnishtimely informationor to approve or disapprove Consultant’s Work promptly, or delay or faultyperformance by City,contractors,or governmental agencies.
8.2 8.3
9. HOLD HARMLESS
To the fullestextent permitted by law. Consultant shall indemnify, defend and hold harmless City, itsCity Council, boards and commissions, officers,agents, volunteers,employees and any person or entityowning or otherwise in legal controlof the property upon which Consultant performs the Projectand/or Services contemplated by thisAgreement (collectively,the “IndemnifiedParties”)from and against any and all claims (including,without limitation,claims forbodilyinjury,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 arisefrom or in any manner relate(directlyor 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 inworkmanship or materialsor Consultant’spresence or activitiesconducted on the Project(includingthe negligent,reckless,and/or willfulacts, errors and/or omissions of Consultant,itsprincipals,officers,agents, employees, vendors, suppliers,consultants, subcontractors, anyone employed directlyor indirectlyby any of them or for whose acts they may be liable,or any or allof them).
Notwithstanding the foregoing,nothing herein shallbe construed to require Consultant to indemnify the Indemnified Parties from any Claim arisingfrom the sole negligence or willfulmisconduct of the Indemnified Parties.Nothing inthisindemnity shall be construed as authorizingany 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 policiesare applicable. The policylimitsdo not act as a limitationupon the amount of indemnificationto be provided by Consultant, but only
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to the extentpermittedby law,and Consultant’saggregate liabilityarisingout of or relating to thisAgreement shallnot exceed the policylimitsof Consultant’s insurance policywhere applicable.
10. INDEPENDENT CONTRACTOR
Itis understood that City retainsConsultant 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 controlof Consultant,except to the extent they are limitedby statute,ruleor regulationand the expressed terms of thisAgreement. No civil service status or other rightof employment shallaccrue to Consultant or itsemployees.
Nothing inthisAgreement shallbe deemed to constituteapproval for Consultant or any of Consultant’s employees or agents, to be the agents or employees of City. Consultant shall have the responsibilityfor and control over the means of performing the Work, provided thatConsultant isincompliance with the terms of thisAgreement. Anything in thisAgreement thatmay appear to give Citythe rightto direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean onlythatConsultantshallfollowthe desiresof Citywith respectto the resultsofthe Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fullywith City’s designated ProjectAdministratorand any otheragencies thatmay have jurisdictionor interestinthe Work to be performed. Cityagrees to cooperate withthe Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relatingto policy and Project directionwith City’sProjectAdministratorinadvance of allcriticaldecision points inorder to ensure the Projectproceeds ina manner consistentwith City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a regularbasis regardingthe statusand progress of the Project,activitiesperformed and planned, and any meetings thathave been scheduled or are desired.
14. INSURANCE
Without limitingConsultant’sindemnificationof City,and priorto commencement of Work, Consultant shallobtain,provide and maintain at itsown expense during the term ofthisAgreement or forotherperiodsas specifiedinthisAgreement, policiesof insurance of the type, amounts, terms and conditionsdescribed in the Insurance Requirements attached hereto as ExhibitC, and incorporated herein by reference.
PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS15.
Except as specificallyauthorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the priorwrittenapproval of City.Any of the followingshallbe construed as an assignment: The sale,assignment, transferor other dispositionof any of the issued and outstanding capitalstock of Consultant,or of the interestof any general partner or jointventurer or syndicate member or cotenant ifConsultant isa partnershipor joint-ventureor syndicate or co-tenancy, which shall resultin changing the control of Consultant. Control means fiftypercent (50%) or more of the votingpower or twenty-five percent (25%) or more of the assets of the corporation,partnershipor joint-venture.
16. SUBCONTRACTING
The subcontractors authorized by City,ifany, to perform Work on thisProjectare identifiedin ExhibitA. Consultant shall be fullyresponsible to City for allacts and omissions of any subcontractor. Nothing inthisAgreement shallcreate any contractual relationshipbetween City and any subcontractor nor shallitcreate any obligationon the part of Cityto 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 beneficiaryof any Work performed by the subcontractorfor purposes of establishinga duty of care between the subcontractor and City. Except as specificallyauthorized herein, the Services to be provided under thisAgreement shallnot be otherwise assigned, transferred,contracted or subcontracted out without the priorwrittenapproval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report,draft,map, record,plan,document and other writing produced, including but not limitedto, websites, blogs, social media accounts and applications(hereinafter“Documents”), prepared or caused to be prepared by Consultant, itsofficers,employees, agents and subcontractors, in the course of implementing this Agreement, shallbecome the exclusive property of City,and Cityshallhave the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally,allmaterial posted in cyberspace by Consultant, itsofficers, employees, agents and subcontractors, in the course of implementing thisAgreement, shallbecome the exclusive property of City,and Cityshallhave the sole rightto use such materials in itsdiscretionwithout furthercompensation to Consultant or any other party.
Consultant shall,at Consultant’s expense, provide such Documents, includingalllogins and password informationto City upon priorwrittenrequest.
17.2 Documents, including drawings and specifications,prepared by Consultant pursuant to thisAgreement are not intended or represented to be suitablefor reuse by City or others on any other project.Any use of completed Documents forother projects and any use of incomplete Documents without specific written authorization from Consultant willbe at City’ssole riskand without liabilityto Consultant. Further,any and allliabilityarisingout of changes made to Consultant’sdeliverablesunder thisAgreement by City or persons other than Consultant iswaived against Consultant, and Cityassumes Infosend, Inc. Page 6
fullresponsibilityforsuch changes unless City has given Consultant priornotice and has received from Consultant writtenconsent forsuch changes.
17.3 All written documents shall be transmitted to City informats 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, shallbe kept confidential unless City expressly authorizes inwritingthe release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shalldefend and indemnify City,itsagents, officers,representatives and employees against any and allliability,includingcosts, for infringement or alleged infringementof any United States’letterspatent,trademark, or copyright,includingcosts, contained in Consultant’s Documents provided under thisAgreement.
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,fora minimum period of three (3)years, or for any longer period required by law, from the date of finalpayment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shallallow a representativeof Cityto examine, audit and make transcriptsor copies of such records and invoicesduring regularbusiness hours. Consultant shall allow inspection of all Work, data. Documents, proceedings and activities related to the Agreement fora period of three (3) years from the date of finalpayment to Consultant under thisAgreement.
21. WITHHOLDINGS
Citymay withholdpayment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitutea failureto pay according to the terms of thisAgreement. Consultant shallnot discontinue Work as a resultof such withholding. Consultant shall have an immediate rightto 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 thatCityearned on itsinvestments during the time period,from the date of withholding of any amounts found to have been improperlywithheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which resultin expense to City greater than what would have resulted ifthere were not errors or omissions in the Work accomplished by Consultant,
the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing inthisSection isintended to limitCity’srightsunder the law or any other sections of thisAgreement.
CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS23.
City reserves the rightto 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 CaliforniaPoliticalReform Act of 1974 (the “Act”)and/or Government Code §§ 1090 et seq.. which (1) require such persons to disclose any financial interest that may foreseeably be materiallyaffected by the Work performed under thisAgreement, and (2) prohibit such persons from making, or participatingin making, decisions that will foreseeably financiallyaffectsuch interest.
24.2 Ifsubjectto the Act and/or Government Code §§ 1090 et seq., Consultant shallconform to allrequirements therein. Failureto do so constitutes a material breach and is grounds for immediate termination of thisAgreement by City. Consultant shall indemnify and hold harmless City for any and allclaims for damages resultingfrom Consultant’s violation of this Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in mailingaddress, to be given under the terms of thisAgreement shallbe given inwriting, and conclusively shall be deemed served when delivered personally, or on the third business day afterthe deposit thereof in the United States mail,postage prepaid,first- class mail,addressed as hereinafterprovided.
25.2 All notices,demands, requests or approvals from Consultant to City shall be addressed to City at:
Attn: Revenue Manager
Finance
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at:
Attn: Russ Rezai
Infosend, Inc.
4240 E. La Palma
Anaheim, CA 92807
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26. CLAIMS
Unless a shortertime isspecifiedelsewhere inthisAgreement, before making its finalrequest forpayment under thisAgreement, Consultant shallsubmit to City,inwriting, all claims for compensation under or arising out of this Agreement. Consultant’s acceptance of the finalpayment shallconstitutea waiver of allclaims for compensation under or arisingout of this Agreement except those previously made in writing and identifiedby Consultant inwritingas unsettledatthe time of itsfinalrequest forpayment.
Consultant and Cityexpressly agree thatinadditionto any claims filingrequirements set forthinthe Agreement, Consultant shallbe requiredto fileany claim Consultant may have against City in strictconformance with the Government Claims Act (Government Code sections 900 et seq.).
27. TERMINATION
27.1 Inthe event thateitherpartyfailsor refuses to perform any ofthe provisions of thisAgreement at the time and inthe manner required,that party shall be deemed in defaultinthe performance of thisAgreement, ifsuch defaultisnot cured withina period of two (2) calendar days, or ifmore than two (2) calendar days are reasonably required to cure the default and the defaulting party failsto give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifyingthe nature of such defaultand the steps necessary to cure such default,and thereafterdiligentlytake steps to cure the default,the non-defaultingparty may terminate the Agreement forthwithby givingto the defaultingparty writtennotice thereof.
27.2 Notwithstanding the above provisions.City shallhave the right,at itssole and absolute discretionand without cause, of terminatingthisAgreement at any time by giving no less than seven (7) calendar days’ priorwritten notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorilyperformed and costs incurredup tothe effective date of termination for which Consultant has not been previouslypaid. On the effectivedate of termination, Consultant shall deliver to City all reports. Documents and other information developed or accumulated inthe performance of thisAgreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals.Cityand Consultant acknowledge thatthe above Recitals are true and correctand are hereby incorporated by reference intothisAgreement.
28.2 Compliance with allLaws. Consultant shall,at itsown cost and expense, comply with allstatutes,ordinances, regulations and requirements of allgovernmental entities,includingfederal,state,county or municipal, whether now in force or hereinafter enacted. In addition,allWork prepared by Consultant shallconform to applicableCity, county, stateand federallaws, rules,regulationsand permit requirements and be subject to approval of the ProjectAdministratorand City.
28.3 Waiver. A waiver by eitherparty of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach Infosend, Inc. Page 9
of the same or any other term, covenant or conditioncontained herein, whether of the same or a different character.
28.4 Integrated Contract. This Agreement represents the fulland complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminarynegotiationsand agreements ofwhatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shallbe held to vary the provisions herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflictsor inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of thisAgreement shallgovern.
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 eitherparty 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 writtendocument executed by both Consultant and Cityand approved as to form by the City Attorney.
28.8 Severability.Ifany term or portionof thisAgreement is held to be invalid, illegal,or otherwise unenforceable by a court of competent jurisdiction,the remaining provisions of thisAgreement shallcontinue infullforce and effect.
28.9 Controlling Law and Venue. The laws of the State of Californiashallgovern this Agreement and all matters relatingto itand any action brought relatingto this Agreement shall be adjudicated in a court of competent jurisdictionin the County of Orange, State of California.
28.10 Egual Opportunity Employment. Consultant represents that itis an equal opportunity employer and itshall not discriminate against any subcontractor, employee or applicant for employment because race, religiouscreed, color, national origin, ancestry, physical handicap, medical condition,maritalstatus, sex, sexual orientation, age or any other impermissible basis under law.
28.11 No Attorneys’Fees. Inthe event of any disputeor legalactionarisingunder thisAgreement, the prevailingparty shallnot be entitledto attorneys’fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an originaland allof which together shall constituteone (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the partieshave caused thisAgreement to be executed on the dates written below.
CITY OF NEWPORT BEACH,
a Californiamunicipal corporation
Date:
APPROVED AS TO FORM:
CITY ATTORNEY’S OFFICE
Date:
By:
Aapn C.Harp U
City Attorney
By;
Lauren Kleiman
Mayor\
M
CONSULTANT: Infosend
Californiacorporation
Date:
Inc., aATTEST:
Date:
By: By:
Lena Shumway
City Clerk
Russ Rezai
President
Date:
By:
Roxana Weil
Secretary
[END OF SIGNATURES]
ExhibitA - Scope of Services
ExhibitB - Schedule of BillingRates
ExhibitC - Insurance Requirements
Attachments:
EXHIBIT A
SCOPE OF SERVICES
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EXHIBIT A
SCOPE OF WORK
A. Printing Services
Consultant shall:
Printstatements and inserts,as directed by the City.Statements typicallyare 8.5" x 11",2-colorand 2-sided.Insertstypicallyare 8.5"x 11" or 8.5" x 3.5;" Provide and printenvelopes, as directedby the City.Envelopes typicallyused include:
double window #10 (white)and singlewindow #9 (white),with securitytint; Enable City staffto view the documents as PDFs online priorto uploading the fileto Proposer to print;
Provide proofs priorto printruns.The Cityshallhave the rightto proof each job prior to laserproduction. Allstatements with poor printqualityor damaged shallbe reprinted at Consultant's expense;
Securely upload and trackfilesforprinting(SFTP, secure httpsupload, etc.); Be able to add custom messaging to specificprintjobs across the whole printrun or by customer segment;
Be able to add custom messaging to envelopes;
Be able to generate a billof an XML data source;
Update customer account balances through a dailycustomer account balance file; Obtain approvals by City.No changes shallbe made to the type of printingthatisused or the type of paper or envelope stock that isused without the City'sconsent, review and approval;
PrintOCR scanlines tothe City'sspecifications;
Process, printand deliverthe materialsto the Post Office the business day afterCity uploads the data file.Consultant shall maintain an adequate supply of forms and envelopes to meet the turnaround time. Any drop-shipped inserts must be received by Consultant'sprintfacilityinAnaheim at least2 days priorto receiptof data; and Provide City with samples for approval ifrequested by City. Documents shall be delivered to the Post Officethe business day aftersuch samples are approved.
1. 2.
3. 4.
5. 6.
7. 8.
9. 10.
11. 12.
13. B. Mailing Services
Consultant shall:
1. Provide postalprocessing and address standardization;
2. Deliverto the Post Officedocuments thatare ready to be mailed;
3. Insert documents, including a #9 single window envelope, into a #10 double window envelope and mail 1®'class;
4. Provide PDF copies of the postal forms submitted to the post officefor each batch of mail, as itmay be required by the City;and
5. Archive such documents on the proposer’s website.
C. Data Processing and Internet-Based Services
Consultant shall:
Provide online PDF archiving for bills/statements,which would allow City'scustomer service staffto search for a document using the customer's name, account number, and up to two (2) other custom fields;
1. 2. Print such PDF to provide to the customer;
E-mail such PDF to the customer without additional clicks;3.
4. Save such PDF for a minimum of twelve (12) months. The PDF image of the document shall be exactly likethe originalprinted version, i.e.- not an XML or HTML representation.After 12 months, allPDF images shallbe saved to a format previously approved by the City,and provided to the City;
Text invoices and receiptof payments to customers;5.
6. Provide PDF copies of the physical inserts;
7. Use Proposer's website to automatically e-mail customers;
8. E-mail documents, including but not limited to invoices, renewals, certificates to customers individuallyor in groups;
9. Facilitatecustomer address updates;
10. Provide a secure PCI compliant online portalforthe customer to view and pay theirbill;
11. Provide a secure PCI compliant online portal that allows for payments for recurring services that isautomatically deducted from a checking account or charged to a credit card;
12. Securely retaincustomer payment banking or creditcard information;
13. Allow customers to create multiple accounts with one username in order to efficiently pay and view billsfor differentservice locations or services;
14. Provide authorized City staffthe abilityto see copies of the electronic billsthat were sent to City customers, to initiatepayments on the customer's behalf and to manage the online service in general;
15. Provide a disaster recovery system to ensure City'sdata issafeguarded at alltimes;
16.Provide the City with a daily lockbox fileof payments received generated to the City'sspecifications(sample attached);and
17. Use the City'sdesignated merchant services processor and merchant account.
D. Confidentiality
Consultant agrees to exercise caution and discretion in safeguarding the City's materials and information. Consultant warrants that itcomplies with the security and confidentialitystandards of the Payment Card Industry Level 1 annual audits and the Health Insurance Portabilityand AccountabilityAct. The proofs shallbe downloaded over a website using 256- bitor higher SSL encryption ratherthan being emailed to the City.Data transmission between the City and Consultant shall be accomplished using a web upload form that uses the same encryption, or by using PGP encryption before transmittingthe data to Consultant over an automated FTP transfer. Consultant shall not share the City'sdata to any outside partiesunless required by law. Consultant shall provide advance priornoticetoCityifConsultant isrequired to share City'sdata to afford City the opportunity to seek a potentiallegal remedy.
EXHIBIT B
SCHEDULE OF BILLING RATES
Infosend, Inc. Page B-1
InfoSend Fee Schedule
Section 1. Price Escalations to InfoSend Fees
Upon the firstanniversaryof the EffectiveDate and upon each anniversaryof the EffectiveDate thereafter,the billingratessetforth inthisExhibitB (“BillingRates”)may be adjustedin proportionto changes in the Consumer PriceIndex + 1%, subjectto the maximum adjustmentsetforthbelow. Such adjustmentshallbe made by multiplyingtheBillingRates inthisExhibitB by a fraction, the numerator of which is the value of the Consumer PriceIndex forthe calendarmonth three(3)months preceding the calendar month forwhich such adjustmentistobe made, and the denominator of which is the value of the Consumer Price Index for the same calendarmonth immediately priorto EffectiveDate, then adding 1%. The Consumer PriceIndex to be used in such calculation is the “Consumer Price Index, All Items, 1982-84=100 for All Urban Consumers (CPI-U)”,fortheLos Angeles-Riverside-OrangeCounty MetropolitanArea, publishedby the United StatesDepartment of Labor, Bureau of Labor Statistics.Ifboth an officialindex and one or more unofficialindicesarepublished,the officialindex shall be used. If said Consumer Price Index is no longerpublishedatthe adjustmentdate,itshallbe constructedby conversiontablesincluded in such new index. In no event,however, shall the amount payable under thisAgreement be reduced below theBillingRates ineffectimmediatelyprecedingsuch adjustment.The maximum adjustment increaseto the BillingRates,forany year where an adjustmentismade pursuantto thisSection,shall not exceed the Consumer PriceIndex + 1%. ContractorshallnotifyCity inwritingof any requestsforadjustmentpursuantto this Section at least thirty(30)days priorto theEffectiveDate of such adjustment,and provideupdated billingrates.Adjusted billingratesshallbe approved inwritingby City priorto use.An amendment to the Agreement willnot be required ifthe Fees are changed, unless other terms or conditionsof the Agreement have changed. Postage fees can change at any time per DSPS regulationsand do not require an amendment to the Agreement.
Additionally,ifClientuses DPPM Services,InfoSend reservesthe rightto increasepaper, form, and envelope fees as needed, with thirty(30)days'written noticeto Client,inthe event of extraordinaryincreasesto the cost of paper.
Volume and Frequency Deviations
InfoSend pricingispredicated on Clientrepresentationsof Clientand ClientUser transactionalusage.Should Client's actual continuous volume and/or recurringfrequency deviateby more than thirtypercent (30%) from what Clienthas represented to InfoSend in Section 2 below, then InfoSend reservesthe rightto invalidatethe Fees listedinthisAgreement. Should thissituationarise then InfoSend will notifyClientimmediately and negotiate with Clientin good faithto pass on any increased costs to Client,in accordance with actual Clientand ClientUser transactionalusage. Should InfoSend and Clientfailto agree upon updated Fees,InfoSend reservesthe rightto terminate this Agreement with one hundred and eighty (180) days' notice.During the aforementioned negotiationperiod and throughout the notice period,the current Fee Schedule outlineherein shallremain unchanged and in effect.
Extraordinary Cost Increases
InfoSend reservesthe rightto increasepaper, form, and envelope feesas needed, with thirty(30)days'written notice to Client,in the event of extraordinaryincreasesto the cost of paper. Ifthe partiesare unable to reach agreement on the proposed increase,either party may terminate the Agreement without penalty.
Section 2. Client Representations
Client Volume Representations
Customers Contacted or Billed Annually
RECORD COUNT-215
TOTAL PAGE COUNT - 245,627
TOTAL MAILPIECE COUNT - 215,111
Section 3. DPPM Fees:
Data Processing
Setup Fee - Express PDF Input Files SO.OO (Waived duringinitialinstall) SO.OO (Waived duringinitialinstall)Setup Fee - Data Only Input Files $0.00 (Waived duringinitialinstall)Document Re-Design Fee $0.0125Data ProcessingFee (perdocument)
Printingand Mailing Service
statement and Notices - Printing& Mailing Fee with up to 4/ Ink NPX/NPO programs
NPL/NPS programs
$0,076
$0,110
Pass-through
A postage depositwillbe requiredpriorto startingservice.
LISPS Postage
PrintColor Options (colorsper side)* $0. forup to 4/1 printing $0. forup to 4/4 printing
$0,064 Blackprinting
$0,076 Color printing
Inline Insert Print Fee*
Batch Fee (per mailingbatch under 200 mail pieces) $5.00 Excess Pages Handwork Surcharge (per mail piece) $0.35
$0.30 NCOA
$0.30 ACS
Address Updates - per "hit"(address that gets updated)
•Pricesassume normal ink/tonercoverage forbusinessdocuments. Flood coatingthe entirepage incoloror other types of extremely high coverage designs may costmore or not be technicallyfeasible.Extremely high coverage designs can cause content to bleed through to the other side of the page or to cause the page to curltoo much to work properlywith high-speed mail insertingequipment.
The postage deposit issubjectto ongoing review and may be adjustedannuallyto account forchanges to Clientaverage mailingvolume or changes to USPS postage rateswith at leastthirty(30)days'writtennotice to Client.
Materials*
standard 8.5" x 11" Paper Stock (persheet) $0,018
$0,026Standard Double Window Outgoing #10 Envelope
$0,023Standard Single Window Return #9 Envelope
Outgoing FlatEnvelope - used formail pieceswith excess pages $0,210 •InfoSend reservesthe rightto increasepaper, form, and envelope fees as needed, with thirty(30)days' written notice to Client,in the event of extraordinaryincreasesto the cost of paper. Ifthe partiesare unable to reach agreement on the proposed increase,eitherparty may terminate the Agreement without penalty.
Insert Services
InfoSend Produced Quoted based on specification
Envelope Messaging (Snipes) Quoted based on specification $0,010ElectronicInserts,per insert
$0,010InsertingFee, per insert
Fee to insertan InfoSend produced or Clientprovided marketing or informational insert.Client provided (drop-shipped)insertsmust be professionallypackaged and ready for usage. Iffoldingis requiredthen additionalfees apply based on foldingrequirements.Minimum fee is$0.01 per insert forfolding,ifinsertsare not professionallypackaged and damaged in shipment or require additionallaborto prepare for insertingthen additionaifees can apply.
Per item fee assumes the insert will be included in allmail pieces.Selectiveinsertingisavailablebut requirements must be reviewed on a case-by-case basisto determine ifadditionalfees willapply for setup and handling.
Optional Document Services
$0.0035 - For 24 Months of RetentionPrintImage Archiving(Per Document Image),with included USPS mail tracking $100.00PrintImage Archive API Monthly Support Fee
$0.0087FinalDoc Transfer (FDT)
$245.00ProfessionalServicesRate (perhour)
$0.35 per reportedreturnedmailpieceReturned Mail Handling $50 monthly support feeRemit Tracking
Section 3.1. Custom Forms/Envelopes
IfClienthas selectedthe Printingand Mailing Serviceand at any time requests that InfoSend Fees includethe cost of custom Client- specificmaterialsduring the term of thisAgreement, then Clientunderstands and accepts that these materialswillbe purchased in bulk to achieve the lowest possible per-unit cost.Clientagrees to purchase any remaining suppliesof requested custom materials (normally forms or envelopes) ifClientstops using InfoSend's Service for any reason. Clientagrees to purchase the remaining supply of custom forms/envelopes upon Client'srequest to change the custom forms/envelopes before the supply has been depleted. Any additional fees associated with the cost of custom Clientspecificmaterialsmust be authorized by the City inwriting priorto the costs being incurred.
Section 3.2. USPS Postage Rates
Postage rates are determined by the United States Postal Service.Allpostage rate changes are determined directlyby USPS and are independent of any InfoSend serviceor materialsfees.In no event shallany change inthe postage ratesaffectthe InfoSend service or materials fees. The Client will be invoiced the amount of excess for overweight and foreign mail. In no event shall the Client be obligatedto pay any amount for postage that exceeds the current rate set by the United States PostalService(USPS) Section 3.3. Postage Deposit
InfoSend purchases the postage needed to mail Clientdocuments on the day of mailing.The postage charges are later invoiced to Clientbased on the Client'spayment terms. InfoSend requires Clientto submit a postage deposit priorto the firstmailingto facilitate the payment terms. This amount willremain in deposit for the duration of the Agreement. Upon Agreement expirationor termination Clientmust pay infullany outstanding invoicesfrom InfoSend forpayables created under thisAgreement; the postage deposit willbe refunded within fifteen(15)days of the date that the lastopen invoice ispaid.
The postage deposit amount iscalculatedby multiplyingthe estimated number of mail pieces per month by the current 5-Digit pre sorted firstclasspostage rate.The postage deposit amount due foryour account is:
16,650 mail piecesper month x $0,593 x 2 = $19,746.90
The postage deposit issubject to ongoing review and may be adjusted annually to account for changes to Client average mailing volume or changes to USPS postage rateswith at leastthirty(30)days' written noticeto Client.
Section 4. eBusiness Service Fees:
Multi-Channel Payments
$0.40 invoicedto Cityof Newport BeachBank Account (ACH) Credit Card (CC) 2.85% customer service fee
Above fees cover payment initiationthrough allchannels hosted by InfoSend. AllPayment Processing fees will be assessed by a registeredISO of TSYS and included in a merchant statement. Allpricingisbased on "Client Volume Assumptions" listed.
InfoSend reservesthe rightto revisepricingwithin 60 days' notice due to increase inaverage ticketamount, or ifthe creditcard issuingcompanies raiseinterchange fees beyond what they are today. InfoSend reservesthe rightto discontinuethe support of American Express payment methods during the 60 days' notice period if American Express has raisedtheirinterchange ratesby more than .5% from the previous published InterchangeRates& Network Fees.InfoSendisnot responsiblefor the above scenarioshaving to change due to creditcard issuerrulesand regulations.Inthiscase,InfoSend willnegotiatea new pricingconfigurationin good faithto ensure compliance with creditcard rulesand regulations.
Online BillPayPlatform
Online BillPaySetup Fee Waived
$260.00Monthly Maintenance
$0.06Per eBill Loaded
Per Enrolled Customer Fee Waived
IVR Platform
WaivedIVR Setup Fee
$550.00Second Language Recording Setup Fee
(Optional)
$250.00Monthly Maintenance
$0.25IVR Per Call Fee
SMS Platform (Optional)
SMS Setup Fee Waived
Monthly Maintenance Waived
$0.05SMS Per Text Fee
Misc. Payment Fees
$3.50ACH Return Fee
$20.00Chargeback Fee
$0.00Monthly Minimum
In-Person VirtualTerminal Payments Hardware at an additional cost(Appx $325.00)
Online Banking Payment Consolidation (Optional)
$0.00Setup Fee
$0.13Per Bank Payment Fee
$0.07Per Rejected Payment Fee
$3.00Per Reversal (Optional)
Outbound Notifications(Optional)
$0.00Setup Fee
$99.00Monthly Minimum (for2,000 IVR Minutes or
SMS Messages)
$0.10Per IVR Minute after Minimum
$0.10Per SMS after Minimum
EXHIBIT C
INSURANCE REQUIREMENTS
Provision of Insurance. Without limitingConsultant’s indemnificationof City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at itsown expense during the term of this Agreement, policiesof 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 forthhere. IfConsultant uses existingcoverage to comply and that coverage does not meet these requirements. Consultant agrees to amend, supplement or endorse the existingcoverage.
Acceptable Insurers. All insurance policiesshall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance inthe State of California,with an assigned policyholders’ Rating of A- (or higher) and FinancialSize Category Class VII (or larger)in accordance with the latesteditionof Best’s Key Rating Guide, unless otherwise approved by the City’sRisk Manager.
Coverage Requirements.
Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance, statutory limits,and Employer’s Liability Insurance with limitsof at leastone milliondollars($1,000,000) each accidentforbodilyinjuryby accident and each employee forbodilyinjury by disease inaccordance with the laws of the State of California.
1. 2.
3. A.
Consultant shallsubmit to City,along with the certificateof insurance, a Waiver of Subrogation endorsement infavor of City of Newport Beach, itsCity Council, boards and commissions, officers,agents, volunteers and employees.
General Liability Insurance. Consultant shall maintain commercial general liabilityinsurance, and ifnecessary excess/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 two million dollars($2,000,000) per occurrence, four milliondollars($4,000,000) general aggregate and four milliondollars($4,000,000) completed operations aggregate. The policyshallcover liabilityarisingfrom bodily injury,property damage, personal and advertisinginjury,and liability assumed under an insured contract (includingthe tortliabilityof another assumed in a business contract).
B.
Consultant shall submit to City,along with a certificateof insurance, additional coverage as stated in Section 4. Other Insurance Requirements.
C. Automobile Liability Insurance. Consultant shall maintain automobile Infosend, Inc. Page C-1
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injuryand property damage for all activities of Consultant arisingout of or in connection with Work to be performed under thisAgreement, includingcoverage forany owned, hired, non- owned or rented vehicles, in an amount not less than one million dollars ($1,000,000)combined singlelimiteach accident.
Consultant shallsubmit to City,along with a certificateof insurance, additional coverage as stated in Section 4. Other Insurance Requirements.
Professional Liability(Errors & Omissions) Insurance. Consultant shall maintain professionalliabilityinsurance that covers the Services to be performed in connection with thisAgreement, in the minimum amount of two milliondollars($2,000,000) per claim and four million dollars ($4,000,000) in the aggregate. Any policyinceptiondate, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by thisAgreement.
D.
Excess/Umbrella LiabilityInsurance. Ifany Excess or Umbrella Liability policiesare used to meet the limitsof liabilityrequiredby thiscontract, then said policiesshall be “followingform” of the underlying policy coverage, terms, conditions,and provisionsand shallmeet all of the insurance requirements stated inthiscontract,including,but not limited to, the additional insured and primary & non-contributory insurance requirements stated herein.No insurance policiesmaintained by the City,whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess/umbrella liabilitypolicies are exhausted.
E.
Consultant shallsubmit to City,along with a certificateof insurance, additional coverage as stated in Section 4. Other Insurance Requirements.
Other Insurance Requirements. The policiesare to contain,or be endorsed to contain,the followingprovisions:
Waiver of Subrogation. Allinsurance coverage maintained or procured pursuant to thisAgreement shallbe endorsed to waive subrogation against City of Newport Beach, its City Council, boards and commissions, officers, agents, volunteers, employees or shall specificallyallow Consultant or others providinginsurance evidence in compliance withthese requirements to waive theirrightof recovery prior to a loss.Consultant hereby waives itsown rightof recovery against City,and shallrequiresimilarwrittenexpress waivers from each of its subconsultants.
4. A.
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Additional Insured Status. Allliabilitypoliciesincludinggeneral liability, excess/umbrella liability,and automobile liability,ifrequired, but not includingprofessionalliability,shallprovide or be endorsed to provide that City of Newport Beach, itsCityCouncil,boards and commissions, officers,agents, volunteers,employees shallbe included as insureds under such policies.
Primary and Non Contributory. All liabilitycoverage shall apply on a primary basis and shallnot requirecontributionfrom any insurance or self-insurancemaintained by City.
Notice of Cancellation. Consultant shall provide City with thirty(30) calendar days’ noticeof cancellation(except for nonpayment for which ten (10) calendar days’ noticeis required)or nonrenewal of coverage for each required coverage.
B.
C.
D.
Subcontractors. Contractor shall require and verify that all subcontractors maintain insurance meeting allthe requirements stated herein,and Contractor shallensure thatCity isan additional insured on insurance required from subcontractors. For CGL coverage subcontractors shallprovide coverage with a format at least as broad as CG 20 38 04 13. Limits of liabilityfor General Liabilityand Professional Liability(Errors& Omissions) in an amount not less than one milliondollars($1,000,000) per occurrence, two million dollars ($2,000,000).
E.
Additional Agreements Between the Parties. The parties hereby agree to5. the following;
Evidence of Insurance. Consultant shallprovide certificatesof 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 certificatesand endorsement must be approved by City’s Risk Manager prior to commencement of performance. Current certificationof insurance shallbe kept on filewith City at alltimes during the term of thisAgreement. The certificatesand endorsements for each insurance policyshallbe signed by a person authorized by that insurer to bind coverage on itsbehalf. At leastfifteen(15) days priorto the expirationof any such policy,evidence of insurance showing that such insurance coverage has been renewed or extended shallbe filed with the City. Ifsuch coverage is cancelled or reduced. Consultant shall, withinten (10) days afterreceiptofwrittennoticeof such cancellation or reduction of coverage, filewith the City evidence of insurance showing that the required insurance has been reinstatedor has been provided through another insurance company or companies. City reserves the rightto require complete, certifiedcopies of allrequired insurance policies,at anytime.
A.
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B. City’sRightto Revise Requirements. Cityreserves the rightat 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. Ifsuch change results in substantial additionalcost to Consultant, City and Consultant may renegotiate Consultant’s compensation.
C. Right to Review Subcontracts. Consultant agrees thatupon request, all agreements with subcontractors or others with whom Consultant enters intocontractswith on behalf of City willbe submitted to Cityfor review.
Failureof Cityto request copies of such agreements willnot impose any liabilityon City,or itsemployees. Consultant shall require and verify that allsubcontractors maintain insurance meeting allthe requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shallprovide coverage with a format at least as broad as CG 20 38 04 13.
D. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failureon the part of City to inform Consultant of non-compliance with any requirement imposes no additionalobligationson City nor does itwaive any rightshereunder.
Reguirements not Limiting.Requirements of specificcoverage features or limits contained in this Section are not intended as a limitation on coverage, limitsor other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature isfor purposes of clarificationonly as itpertains 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.
Ifthe Consultant maintains higher limitsthan the minimums shown above, the City requires and shall be entitledto coverage for higher limitsmaintained by the Consultant. Any availableinsurance proceeds in excess of the specified minimum limitsof insurance and coverage shallbe availableto the City.
E.
F. Self-insured Retentions. Any self-insuredretentions must be declared to and approved by City.City reserves the rightto require that self- insured retentionsbe eliminated, lowered, or replaced by a deductible.
Self-insurance willnot be considered to comply with these requirements unless approved by City.
City Remedies for Non-Compliance. IfConsultant or any subconsultant failsto provide and maintain insurance as required herein, then City shallhave the rightbut not the obligation,to purchase such insurance, to terminate thisAgreement, or to suspend Consultant’s rightto proceed untilproper evidence ofinsurance isprovided. 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.
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H. Timely Noticeof Claims. Consultantshallgive Cityprompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’sperformance under thisAgreement, and that involve or may involvecoverage under any of the requiredliabilitypolicies.City assumes no obligationor liabilityby such notice,but has the right(but not the duty)to monitor the handling of any such claim or claims ifthey are likelyto involveCity.
Consultant’sInsurance.Consultant shallalso procure and maintain, at itsown cost and expense, any additionalkinds of insurance,which in its own judgment may be necessary for its proper protection and prosecution of the Work.
I.
Infosend, Inc. Page C-5