HomeMy WebLinkAbout16 - Award of Professional Services Agreement for Document Printing, Mailing Services and Online PresentmentTO:
FROM
CITY OF
NEWPORT BEACH
City Council Staff Report
November 19, 2019
Agenda Item No. 16
HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
Dan Matusiewicz, Finance Director - 949-644-3123,
dmatusiewicz@newportbeachca.gov
PREPARED BY: Evelyn Tseng, Revenue Manager,
etseng@newportbeachca.gov
PHONE: 949-644-3153
TITLE: Award of Professional Services Agreement for Document Printing,
Mailing Services and Online Presentment
ABSTRACT:
A Request for Qualifications (RFQ) was issued to seek printing, mailing and online
presentment services for Municipal Services Statements, Business Licenses, Alarms and
other invoices and statements. InfoSend, Inc. (InfoSend) was selected through the RFQ
process. InfoSend, the City's current contractor, will continue to provide such services
without interruption. InfoSend's current agreement expires December 31, 2019. The new
agreement will commence January 1, 2020.
RECOMMENDATION:
a) Determine this action is exempt from the California Environmental Quality Act (CEQA)
pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because
this action will not result in a physical change to the environment, directly or indirectly;
and
b) Authorize the Mayor to execute a five-year Agreement with InfoSend, Inc. for a total
not -to -exceed amount of $703,300.
FUNDING REQUIREMENTS:
If approved, the current adopted budget includes sufficient funding for the Agreement.
Printing and mailing services will be expensed to the Professional Services account in the
Finance Department, 0103031-811008; postage will be expensed to the
Postage/Freight/Express NOC account in the departments which required the mailings,
xxxx-871003; email billing, online presentment and the monthly maintenance fee will be
expensed to the Sale of Potable Water account in the Utilities Department, 70103-
521515, with a small amount expensed to the Balboa Yacht Basin slips, 01050505-
551050 and 10050505-551050.
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Professional Services Agreement for Document Printing,
Mailing Services and Online Presentment
November 19, 2019
Page 2
DISCUSSION:
The City bills for water and sewer, business licenses, alarms and other services. The
majority of billings are for utilities. Just over 25,000 accounts are billed on a bi-monthly
basis, which accounts for approximately 12,500 invoices each month. Approximately 30
percent receive their utility bills online, and almost half of all utility customers pay their
utility bills online. InfoSend has provided invoice printing, mailing, emailing, online
presentment and online payment services to the City for over 10 years. Their current
agreement expires December 31, 2019.
In order to ensure that the City receives cost-effective services from a customer service
focused company, the City published RFQ No. 20-08 for printing, mailing and online
presentment services on September 17, 2019. The RFQ was posted on the City's online
bidding platform, PlanetBids, and distributed to known providers of bill printing, mailing
and online presentment services. Four (4) companies submitted responses. An
evaluation panel consisting of staff from the Information Technology (IT) and Revenue
Divisions reviewed the submittals and found that only two (2) were qualified to perform all
three (3) service groups requested: printing, mailing and online presentment. Of the two
remaining proposers, only InfoSend received the minimum required panel score of over
70 percent for advancement to the cost review phase of the evaluation process. However,
staff requested pricing from both InfoSend and the other proposer to ensure that the
proposed costs from InfoSend were reasonable and competitive. InfoSend is the City's
incumbent printing provider and has been for over 10 years.
InfoSend's printing costs were slightly better than the other proposer. For example,
InfoSend charges $0.121 per municipal services statement for printing and mailing, but
the other company proposed $0.138. InfoSend's online presentment and payment fees
were far more competitive because the other proposer charged a percentage fee for credit
card transactions, where InfoSend does not.
Staff recommends a five-year agreement with InfoSend, with a not -to -exceed amount of
$703,300. InfoSend scored highest with the evaluation panel due to having the lowest
costs and having the ability to maintain a continuity of services for printing, mailing, online
presentment and customer payment. Working with InfoSend would not require any
additional setup and integration for electronic presentment and payment.
The majority of InfoSend's proposed fees, including its printing and mailing fees for the
utility bills, have not changed from the current fees. Some fees, such as electronic inserts
and online PDF image archiving, which allows customer service to access customer
invoices electronically, have decreased. In total, the proposed not -to -exceed contract of
$703,300 has decreased $80,000 or 10% from the previous five year actual of 783,315.
InfoSend's corporate headquarters and main production facility is located in Anaheim,
California. Many municipalities and water districts use InfoSend, including Long Beach,
Manhattan Beach, Huntington Beach, San Clemente, San Juan Capistrano, Anaheim,
Santa Ana, Fountain Valley, Fullerton, Garden Grove, Orange, Oceanside, Santa
Barbara, Mesa Consolidated, Irvine Ranch Water District and Moulton Niguel Water
District.
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Professional Services Agreement for Document Printing,
Mailing Services and Online Presentment
November 19, 2019
Page 3
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not
result in a direct or reasonably foreseeable indirect physical change in the environment)
and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA
Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no
potential for resulting in physical change to the environment, directly or indirectly.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENT:
Attachment A — Professional Services Agreement
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ATTACHMENT A
PROFESSIONAL SERVICES AGREEMENT
WITH INFOSEND, INC. FOR
DOCUMENT PRINTING, MAILING SERVICES AND ONLINE PRESENTMENT
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 1st day of January, 2020 ("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 4244 E.
La Palma Ave., Anaheim, CA 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 document printing, mailing services
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, 2025, 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
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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 Seven Hundred Three
Thousand Three Hundred Dollars and 00/100 ($703,300.00), 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 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.
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This Agreement will be administered by the Finance Department. 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.
IFT1►11r]:1:0NX01MYT—U al
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 community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. 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 legally
recognized professional standards.
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8.2 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.
8.3 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.
i[�11►1 Q4»►1f]=1'11191*101?II:7_101101201
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
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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.
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.
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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 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.
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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 Iogins
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.
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.
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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.
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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 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.
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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 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.
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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") and/or Government Code §§ 1090 et
seg., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant
shall conform to all requirements therein. 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 atter 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: Revenue Manager
Finance Department
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: Russ Rezai
Infosend, Inc.
4240 E. La Palma Ave.
Anaheim, CA 92807
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
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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 tiling 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.).
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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 alcove 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 small pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination €orwhich
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.
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.
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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 race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
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 small 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 ATTO N Y'S OFFICE
Date. (� 1
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By: By:
Aaron C. Harp 1°l Diane B. Dixon
City Attorney Mayor
ATTEST:
Date:
CONSULTANT: INFOSEND, INC., a
California corporation
Date:
By-
Leilani 1. Brown Mahmood Rexai
City Clerk Chief Executive Officer
Date -
By-
Rusteen Rezai
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
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EXHIBIT A
SCOPE OF SERVICES
Infosend, Inc. Page A-1 16-15
EXHIBIT A
SCOPE OF WORK
A. Printing Services
Consultant shall:
1. Print statements and inserts, as directed by the City. Statements typically are 8.5" x
11", 2 -color and 2 -sided. Inserts typically are 8.5" x 11 " or 8.5" x 3.5;"
2. Provide and print envelopes, as directed by the City. Envelopes typically used include:
double window #10 (white) and single window #9 (white), with security tint;
3. Enable City staff to view the documents as PDFs online prior to uploading the file to
Proposer to print;
4. Provide proofs prior to print runs. 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 Consultant's expense;
5. Securely upload and track files for printing (SFTP, secure https upload, etc.),
6. Be able to add custom messaging to specific print jobs across the whole print run or
by customer segment;
7. Be able to add custom messaging to envelopes;
8. Be able to generate a bill of an XML data source;
9. Update customer account balances through a daily customer account balance file;
10. Obtain approvals by City. No changes shall 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;
11. Print OCR scanlines to the City's specifications;
12. Process, print and deliver the materials to the Post Office the business day after City
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's print facility in Anaheim at least 2 days prior to receipt of data; and
13. Provide City with samples for approval if requested by City. Documents shalt be
delivered to the Post Office the business day after such samples are approved.
B. Mailing Services
Consultant shall:
1. Provide postal processing and address standardization;
2. Deliver to the Post Office documents that are ready to be mailed;
3. Insert documents, including a #9 single window envelope, into a #10 double window
envelope and mail 1 It class;
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4. Provide PDF copies of the postal forms submitted to the post office for each batch of mail,
as it may be required by the City; and
5. Archive such documents on the proposer's website.
C. Data Processing and Internet -Based Services
Consultant shall;
1. Provide online PDF archiving for bills/statements, which would allow City's customer
service staff to search for a document using the customer's name, account number, and
up to two (2) other custom fields;
2. Print such PDF to provide to the customer;
3. E-mail such PDF to the customer without additional clicks;
4. Save such PDF for a minimum of twelve (12) months. The PDF image of the document
shall be exactly like the original printed version, i.e. — not an XML or HTML representation.
After 12 months, all PDF images shall be saved to a format previously approved by the
City, and provided to the City;
5. Text invoices and receipt of payments to customers;
5. Provide PDF copies of the physical inserts;
7. Use Proposer's website to automatically e-mail customer's;
8. E-mail documents, including but not limited to invoices, renewals, certificates to customers
individually or in groups;
9. Facilitate customer address updates;
10. Provide a secure PCI compliant online portal for the customer to view and pay their bill;
11, Provide a secure PCI compliant online portal that allows for payments for recurring
services that is automatically deducted from a checking account or charged to a credit
card;
12. Securely retain customer payment banking or credit card information;
13. Allow customers to create multiple accounts with one username in order to efficiently pay
and view bills for different service locations or services;
14. Provide authorized City staff the ability to see copies of the electronic bills that were sent
to City customers, to initiate payments on the customer's behalf and to manage the online
service in general;
15. Provide a disaster recovery system to ensure City's data is safeguarded at all times;
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1 b. Provide the City with a daily lockbox file of payments received generated to the City's
specifications (sample attached); and
17. Use the City's designated merchant services processor and merchant account.
D. Warehousing
Consultant shall maintain up to six months of the City's supplies at no charge.
E. Confidentiality
Consultant agrees to exercise caution and discretion in safeguarding the City's materials and
information. Consultant warrants that it complies with the security and confidentiality
standards of the Payment Card Industry Level 1 annual audits and the Health Insurance
Portability and Accountability Act. The proofs shall be downloaded over a website using 256 -
bit or higher 55L encryption rather than 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 transmitting the data to Consultant over an
automated FTP transfer. Consultant shall not share the City's data to any outside parties
unless required by law. Consultant shall provide prompt notice to City if Consultant is required
to share City's data.
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EXHIBIT B
SCHEDULE OF BILLING RATES
Infasend, Inc. Page B-1 16-19
InfoSend Data Processing, Print and Mail Pricing
Finished mail pieces are delivered to the USPS within one (1) business day. If samples (proofs) are requested
then the mailing will be completed within one day of sample approval. File upload deadline for next -day mailing is
3:OOPM local time at the production facility designated for your account. If samples are required then they must
be approved by 5:30PM local time for the file to be mailed by the next business day.
"the below provides the components of the summary price given above. All pricing is based on "Client Volume
Assumptions" listed below and excludes applicable sales tax.
Printing, and Mailing Selivic -9
Municipal Service Staternent Print Fee per Page with up to 411 ink
$0.064
Ail Other Document Types — Print Fee per Page up to 411 ink
$0.094
LISPS Postage
Pass-through
A postage deposit will be required prior
to starting service.
Municipal Service Statements
$0.464 for up to 411 printing
Print Color Options (colors per side)
S0.07 for 414 printing
All Other Document Types
$0,094 for up to 411 printing
So- 10 for 414 printing
Inline Insert Print Fee
50.05 Black printing
50.065 Color printing
Batch Fee (per mailing batch under 100 mail pieces)
55.00
Excess Pages Handwork Surcharge (per mail piece)
50.35
Address Updates
S0.30 NCOA
SO-30ACS
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Insert Services
InfoSend Produced
Quoted based on specification
Standard Paper Stock [per sheet]
$0.015
Standard ❑utgaing #iD Envelope
50.017
Standard Retum #9 Envelope
$0.015
Outgoing Flat Envelope — used for mail pieces with excess pages
$0.17
Insert Services
InfoSend Produced
Quoted based on specification
Sample Insert pricing — estimates based on assumptions and min
$0.015
quantity order of 10, 000
$0.01 - For 12 Months of Retention
8.5 x 3- 63, printed 111 on white Stock
S0.029
8.5 x 3.63, printed 212 on white stock
$0.034
8.5 x 3.63, printed 414 on white stock
$0.052
8.5 x 11, printed 111 on white stock
50.046
8.5 x 11, printed 212 on white stock
$0.053
8.5 x 11, printed 414 on white stock
$0.071
Envelope Messaging (Snipes)
Quoted based on specification
Electronic Inserts
50.445
Drop Shipped Inserts
$0.01 per insert
P-011onal Document Services
Enhanced Print Quality
$0.015
Print Image Archiving (Per Document Image), with included USPS mail
$0.01 - For 12 Months of Retention
tracking
$0.018 - For 18 Months of Retention
$0.028 - For 24 Months of Retenlion
'Additional $0.005 per additional year of storage beyond 36 months.
$0.036 - For 36 Months of Retention
Final Doc Transfer (FTP)
$0.007er image InfoSend Batch File
$0.012 per image Custom File
Format
Professional Services Rate (per hour)
$150
Return Mail Service
$0.25 per reported returned mail
piece
$0.50 per mail piece returned to
InfoSend PO Bax
Remit Tracking
$50 monthly support fee
Final Doc CD
Shipping and handleing
$75.00 per CO
$10.00
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Fee Explanations
Data Processing
• Setup Fee - Express PDF Input: requires a final composed PRF is uploaded to InfoSend for processing. Clients maintain control
of document look and feel, but InfoSend designs a program to parse the necessary data from the PDF.
• Setup Fee - Data Only Input: requires the client provide a flat data extract. InfoSend creates. hosts and maintains an application
to generate documents. Existing document design is copled.
• Document Re -Design Fee: using the "Data Only Input" method, lnfoSend's Client Services Team assists in redesigning the format
of printed documents to improve communications or to take advantage of new printing capabilities.
• Data Processing Fee: per document image that is processed by the InfoSend system for output.
Printing and Mailing Service
• Print Fee: price includes black plus blue, green or red duplex printing of variable data and form elements an the front and back of
the page onto white form with a perforation.
• Postage: clients are invoiced for the exact postage used. Leveraging InfoSend's USPS compliance and expertise, clients are
provided the lowest possible USPS automated rates when client batches qualify.
• Optional Color Upgrades: Different options are available at different prices. Numbers fewer than 4 equal individual calors, 4 equals
full color. The number 1 means black or grey. All sheets are billed at the same rate; the price for the sheet with the highest number
of colors is the applicable fee. 4 equals CM K (full color).
• Batch Fee: assessed to cover InfoSend costs when batches transferred to InfoSend fall below threshold.
• Inline Insert Print Fee: price for inserts printed on demand as additional pages. Allows for more dynamic customer messaging
without the extra pre -production lead time and overhead.
• Excess Pages Handwork Surcharge: surcharge is assessed per mail piece (not per page). This surcharge only applies to multiple
page bills that have too many pages to be inserted into a #10 envelope by machine. This surcharge covers the necessary manual
labor required to process these mail pieces.
• Address Updates— NCOALink or ACS: per reported update. InfoSend electronically reports the addresses it received in your data
that need to be updaled because the customer filed a Change of Address Report with the USPS. Cast is per update.
• Postcard Printing: price includes duplex printing of variable data and static elements on the front and back of the postcard stock.
The paper stack price is listed separately below.
• Postcard Color Upgrades: same as above, all sheets are billed at the same rate; the price for the sheet with the highest number
of colors is the applicable fee. 4 equals CM K (fu I color).
Materials
• Paper Stock: white paper stack with or without perforation. Paper is 8.5x11" and 241b. Price includes all inventory costs. A larger
8.5x14" format is available at a higher material cost and higher printing cost.
• Outgoing #40 Envelope: #10 InfoSend Standard Double Window Outgoing Envelope. Includes security tint printed on the inside
of the paper stock and clear film that prevent the contents of the envelope from being viewed. Sourced with sustainably logged
paper (SR).
• Return #9 Envelope: #9 InfoSend Standard Single Window Return Envelope. Includes the same security tint and SF paper as the
#10-
• Outgoing Flat Envelope: single window envelope, only used for multiple page statements that do not fit in the #10 envelope.
• Postcard Stock and Upgrade Options: InfoSend standard white postcard stock. Exact thickness is subject to change based on
compatibility with equipment, however approximate range is 9-10 paint. We can UV coat one side of the postcard to protect it during
USPS mail processing.
Insert Services
• InfoSend Produced Inserts: utilizing InfoSend printing and/or design services. inserts can be produced by InfoSend. Price quoted
on request.
• Envelope Messaging (Snipes): custom messages and images can be printed onto the standard InfoSend #10 double window
envelope as a more cost-effective alternative to pre -manufactured custom envelopes. The price depends on the artwork — number
of colors and whether it prints on one or both sides of the envelope, as well as order quantity. Price is quoted upon request.
• Electronic Inserts: fee per digital image of a physically produced insert included in the PDF copy of a document. Ensures that
client representatives and client customers can get the same information in the electronic bill as would go out physically.
• Drop Shipped Inserts: clients can print and fold inserts and ship them to InfoSend to be included with InfoSend produced mail.
Additional fee applies if insert arrives at InfoSend but requires folding prior to insertion. Setup fees may apply for programming
selective inserting. InfoSend-printed inserts are quoted upon request -
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Optional Document Services
• Enhanced Print Quality: the baseline print image quality for transactional documents such as statements and invoices is 600 x
600 I3PI. Work produced from InfoSend's Anaheim facility can be printed at an enhanced image quality at an additional cost. This
option uses high definition pigment ink & variable drop sizes to achieve a perceived 1200 x 1200 OPI image quality.
• Print Image Archiving: fee per document to process. index, and store a document as a PDF for a set number of months. PDFs
are securely accessed using an InfoSend website application, and incudes USPS mail tracking for all outbound First Class mailed
documents. Third party applications can also access the PDFs via a lightweight API with no cost. Setup fees may apply depending
on configuration needs.
• Final [lac Transfer FTP: each completed InfoSend batch is indexed and transferred to you via FTP or S F T P to store on your own
network. InfoSend's standard Batch File format is one PDF per batch with an XMI- companion file providing meta data and page
numbers. If the client requires a custom scheme, including individual PDFs per each image in a batch, the Custom fee applies.
Note: setup fees may also apply for some custom setups.
• Professional Services Fee: per hour and performed only upon request for customizations made to processing program or
document format after go -live. Work is only started after receiving client approval of a formal quote.
• Return Mail Service: InfoSend will provide electronic reporting of mail that is returned by USPS, saving clients the hassle of
receiving and opening returned mail to update records. 0pt[on a1iy, InfoSend can provide a PC Box to gather any mail USPS returns,
and InfoSend operators will scan in and update the report electronically for your staff.
Remit Tracking: for clients utilizing the Print Image Archiving service, InfoSend can also track inbound mail from customers utilizing an
included remittance stub in the outbound mail. With Remit Tracking clients will be able to see when a customer responded to the original mail
piece, as well as get a daily report of inbound mail with an estimated value of payment remittances based on the outbound mail.
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InfoSend Electronic Payments and Presentment Pricing
InfoSend will provide two pricing options:
Live EBPP Portal
Online BillPay Platform
Bank Account (ACH)$O.4O
Online BiIIPay Setup Fee
Not Applicable — already five
Monthly Maintenance
$260.00
Per eBill Loaded
$0.06
Per Enrolled Customer Fee
WAIVED
Multi -Channel Notification and Payments
'rig 9wi
Bank Account (ACH)$O.4O
per payment
Credit Card (CC)
Interchange: Pass-through
$0.40 per payment
Above fees cover payment initiation through all channels hosted by InfoSend.
All Payment Processing fees will be assessed by Global Payments and included in a merchant statement. All
pricing is based on `Client Volume Assumptions" listed and excludes applicable sales tax.
Online 8111112ay Platform
Onllne BiIIPay Setup Fee
WAIVED UPGRADE FEE
Monthly Maintenance
$260-00
Per eBill Loaded
$0-06
Per Enrolled Customer Fee
WAIVED
IVIR Platform (Optional)
IVR Setup Fee
WAIVED
Second Language Recording Setup Fee (Optional)
$550
Monthly Maintenance
$260.00
IVR Per Call Fee
$0.25
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Misc. Payment Fees
ACH Retum Fee
$3.50
Chargeback Fee
S20.00
Monthly Minimum
51,200.00
In -Person Virtual Terminal Payments
Included
(Must purchase device separately)
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Fee Explanations
Payments
■ Bank Account (ACH): per payment made by customer Bank Account, otherwise known as ACH or "eCheCk." Applies to all payment
channels.
• Credit Card (CC). per payment made by customer credit card. Applies to all payment channels.
Online BillPay Platform
• Online BiIIPay Setup Fee: covers the InfoSend staff project management and configuration involved in application setup.
• Monthly Maintenance: covers the hosting and support performed as well as routine PCI audit fees incurred by fnfoSend.
• Per QBill Loaded: covers the loading of an electronic RDF bill for the customer. The bill notification is received via email and is
available for viewing online.
• Per Enrolled Customer Fee: covers the enrolled customer, and notification via email or SMS of the new bill.
IVR Platform
• IVR Setup Fee: covers the InfoSend staff project management and configuration involved in application setup.
• Monthly Maintenance: covers the hosting and support performed as well as routine PCI audit fees incurred by InfoSend.
• Per Call Fee: covers the line costs associated with accepting Customer Calls to Check halance and make payment by phone. Calls
are up to 5 -minutes in length, with each additional 5 -minute period counted as an additional Call.
SMS Platform
■ SMS Setup Fee: covers the InfoSend staff project management and configuration involved in application setup.
• Monthly Maintenance: covers the hosting and support performed as well as routine PCI audit fees incurred by InfoSend.
• Per 5M5 Fee: covers the cost to send and receive an SMS message from a customer paying via text message.
Misc. Payment Fees
ACH Returns: any Customer payment made by Bank Account that is later rejected by the network incurs a fee.
• CC Chargebac ks: if a customer disputes a payment charge with their credit card company, a fee is assessed.
• Monthly Minimum: base cost for merchant processing. Should the total ACH and CC payment fees exceed Monthly Minimum, then
will not apply.
Online Banking Payment Consolidation Fees
• Setup Fee: covers the InfoSend MasterCard RPPS network setup costs, in addition to staff project management and configuration
involved in application setup.
• Per Bank Payment Fee: per payment made by customer via their preferred Online Banking website (BofA, Wells Fargo) that is
intercepted and reported within the InfoSend lockbox file.
• Per Reversal (Optional): if the client would like to reverse (refund) a payment to a customer via the Bank BiIIPay channel, this
feature can be enabled and will have a per reversal fee.
Customers Contacted or Billed Monthly
Approximately 16,000
Customer Web Payments per Month
Approximately 6.200
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WA: I 1 -.1111111111501
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 city Council, boards
and commissions, officers, agents, volunteers and employees.
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.
Infosend, Inc. Page C-1 16-27
D. Professional Liabili# Errors & Omissions Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
one million dollars ($1,000,000) per claim and two million dollars
($2,000,000) in the aggregate. Any policy inception date, 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 this
Agreement.
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 City Council, boards and commissions, officers, agents, volunteers
and employees 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, its City Council, boards and commissions, officers, agents, volunteers
and employees 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. The
certificates and endorsements for each insurance policy shall be signed by
a person authorized by that insurer to bind coverage on its behalf. At least
Infosend, Inc. - - - ---- Page C-2 16-28
fifteen (15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or
reduced, Consultant shall, within ten (1 p) clays after receipt of written notice
of such cancellation or reduction of coverage, file with the City evidence of
insurance showing that the required insurance has been reinstated or has
been provided through another insurance company or companies. City
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
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
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. City Remedies for Non -Compliance. if Consultant or any subconsultantfails
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.
Infosend, Inc. Page C-3 16-29
G. Timely Notice of Claims. Consultant shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Consultant's
performance under this Agreement, and that involve or may involve
coverage under any of the rewired 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
C ity.
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.
Infosend, Inc. Page C-4 16-30