HomeMy WebLinkAbout12 - PSA for Document Printing, Mailing Services and Online PresentmentQ �EwPpRT
CITY OF
s NEWPORT BEACH
`q44:09 City Council Staff Report
January 27, 2026
Agenda Item No. 12
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Jason AI -Imam, Adminstrative Services Director/Treasurer - 949-
644-3126, jalimam@newportbeachca.gov
PREPARED BY: Jessica Kan, Revenue Manager - 949-644-3153
jkan@newportbeachca.gov
TITLE: Professional Services Agreement with Infosend, Inc. for Document
Printing, Mailing Services and Online Presentment
ABSTRACT:
The City of Newport Beach (City) issues a high volume of bills and notices each cycle,
primarily for utility billing serving approximately 26,000 accounts and supporting revenue
collection for essential municipal services. InfoSend has provided document printing,
mailing, online bill presentment, and payment integration services for more than 10 years.
For the City Council's consideration is the approval of a three-year professional services
agreement (PSA) with InfoSend, Inc. (InfoSend) not to exceed $810,000 to provide
document printing, mailing services, online bill presentment, and payment services.
RECOMMENDATIONS:
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;
b) Approve the Professional Services Agreement with InfoSend, Inc. of Anaheim, CA for
Document Printing, Mailing Services and Online Presentment for an initial three-year
term ending January 27, 2029, with two optional one-year terms, and a total not -to -
exceed amount of $810,000, and authorize the Mayor and City Clerk to execute the
agreement.
DISCUSSION:
The City generates and distributes a high volume of bills and notices each billing cycle,
with utility billing accounting for the majority of mailed and electronically presented
documents. These billing activities support critical revenue operations for essential
municipal services, including water, sewer, business licenses, alarm permits and other
City programs. The City currently serves approximately 26,000 utility accounts, which
comprise the majority of all billed accounts.
InfoSend has provided document printing, mailing, online presentment, and payment
services to the City for more than 10 years. During this time InfoSend demonstrated
consistent performance, reliability and a strong understanding of the City's billing
systems, operational requirements, and customer service needs. Services provided
Professional Services Agreement with Infosend, Inc. for Document Printing, Mailing
Services and Online Presentment
January 27, 2026
Page 2
include document composition, printing, envelope stuffing, mailing, electronic bill
presentment and integration with online payment platforms.
Approval of the proposed agreement will allow the City to continue these essential
services without disruption, ensuring operational efficiency, timely and accurate customer
billing, and reliable revenue collection.
The agreement was procured using a piggyback method in accordance with
Administrative Policy AP-001, Section 4.2. This section of the City's purchasing policy
authorizes the use of contracts competitively awarded by another public agency when it
is determined to be in the City's best interest.
Staff piggybacked on a competitively solicited and awarded contract issued by the City of
Glenn Heights, Texas. Staff reviewed the originating procurement and determined that
the scope of services, pricing structure and contract terms are substantially similar to the
City's operational needs and represent a cost-effective and efficient procurement
approach.
FISCAL IMPACT:
The total not -to -exceed cost of the agreement is $810,000 over three years. Sufficient
funds are budgeted annually within the appropriate departmental operating budgets that
support utility billing and related City services. There is no additional fiscal impact beyond
the proposed agreement amount.
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 with InfoSend
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 27th day of January, 2026 ("Effective Date"), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"),
and INFOSEND, INC., a California corporation ("Consultant"), whose address is 4240 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.
E. 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.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on January 27, 2029, unless terminated earlier as set forth herein. The City
shall have the option to renew this Agreement upon written notice to Consultant for up to
two (2) additional (1) year terms, upon the same terms and conditions set forth herein,
which each additional term commencing upon the expiration of the immediately preceding
term.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and Consultant shall perform the Services in accordance with the schedule included in
Exhibit A. In the absence of a specific schedule, the Services shall be performed to
completion in a diligent and timely manner. The failure by Consultant to strictly adhere to
the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely
manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of Billing
Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed Eight Hundred Ten
Thousand Dollars and 00/100 ($810,000.00), without prior written authorization from
City. No billing rate changes shall be made during the term of this Agreement without the
prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the specific
task in the Scope of Services to which it relates, the date the Services were performed,
the number of hours spent on all Work billed on an hourly basis, and a description of any
reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar
days after approval of the monthly invoice by City staff.
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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.
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 Josue Martinez, to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project Manager
and any other assigned staff shall be equipped with a cellular phone to communicate with
City staff. The Project Manager's cellular phone number shall be provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Finance. City's Revenue Manager or
designee shall be the Project Administrator and shall have the authority to act for City
under this Agreement. The Project Administrator shall represent City in all matters
pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all existing
relevant information on file at City. City will provide all such materials in a timely manner
so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
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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.
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, employees and any person or entity owning or otherwise in legal control of
the property upon which Consultant performs the Project and/or Services contemplated
by this Agreement (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, but only
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to the extent permitted by law, and Consultant's aggregate liability arising out of or relating
to this Agreement shall not exceed the policy limits of Consultant's insurance policy where
applicable.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No civil
service status or other right of employment shall accrue to Consultant or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
of Consultant's employees or agents, to be the agents or employees of City. Consultant
shall have the responsibility for and control over the means of performing the Work,
provided that Consultant is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Consultant as to the details
of the performance of the Work or to exercise a measure of control over Consultant shall
mean only that Consultant shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
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15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall 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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The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such subcontractor
other than as otherwise required by law. City is an intended beneficiary of any Work
performed by the subcontractor for purposes of establishing a duty of care between the
subcontractor and City. Except as specifically authorized herein, the Services to be
provided under this Agreement shall not be otherwise assigned, transferred, contracted
or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other writing
produced, including but not limited to, websites, blogs, social media accounts and
applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole right
to use such materials in its discretion without further compensation to Consultant or any
other party. Additionally, all material posted in cyberspace by Consultant, its officers,
employees, agents and subcontractors, in the course of implementing this Agreement,
shall become the exclusive property of City, and City shall have the sole right to use such
materials in its discretion without further compensation to Consultant or any other party.
Consultant shall, at Consultant's expense, provide such Documents, including all logins
and password information to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Consultant will be at City's sole risk and without liability to Consultant. Further, any and
all liability arising out of changes made to Consultant's deliverables under this Agreement
by City or persons other than Consultant is waived against Consultant, and City assumes
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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.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to Consultant
under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shall allow a representative of City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. Consultant shall allow
inspection of all Work, data, Documents, proceedings and activities related to the
Agreement for a period of three (3) years from the date of final payment to Consultant
under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall not
discontinue Work as a result of such withholding. Consultant shall have an immediate
right to appeal to the City Manager or designee with respect to such disputed sums.
Consultant shall be entitled to receive interest on any withheld sums at the rate of return
that City earned on its investments during the time period, from the date of withholding of
any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Consultant,
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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.
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
seq., 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 after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: 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 shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in writing,
all claims for compensation under or arising out of this Agreement. Consultant's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Consultant in writing as unsettled at the time of its final request for payment.
Consultant and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Consultant shall be required to file any claim Consultant may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of two (2) calendar days, or if more than two (2) calendar days are reasonably required
to cure the default and the defaulting party fails to give adequate assurance of due
performance within two (2) calendar days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of termination, Consultant
shall deliver to City all reports, Documents and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
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
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of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because 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 shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: ( S�
By:
Aa n C. Harp 1t .2v
City Attorney Af
ATTEST:
Date:
No
Lena Shumway
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
Bv:
Lauren Kleiman
Mayor
CONSULTANT: Infosend, Inc., a
California corporation
Date:
By:
Russ Rezai
President
Date:
By:
Roxana Weil
Secretary
[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
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 shall 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 sc class;
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;
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 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;
16. 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. 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 SSL 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 advance prior notice to City if Consultant is required to share City's data to afford
City the opportunity to seek a potential legal remedy.
EXHIBIT B
SCHEDULE OF BILLING RATES
Infosend, Inc. Page B-1
InfoSend Fee Schedule
Section 1. Price Escalations to InfoSend Fees
Upon the first anniversary of the Effective Date and upon each anniversary of the Effective Date thereafter, the billing rates set forth
in this Exhibit B ("Billing Rates") may be adjusted in proportion to changes in the Consumer Price Index + 1%, subject to the
maximum adjustment set forth below. Such adjustment shall be made by multiplying the Billing Rates in this Exhibit B by a fraction,
the numerator of which is the value of the Consumer Price Index for the calendar month three (3) months preceding the calendar
month for which such adjustment is to be made, and the denominator of which is the value of the Consumer Price Index for the same
calendar month immediately prior to Effective Date, then adding 1%. The Consumer Price Index to be used in such calculation is the
"Consumer Price Index, All Items, 1982-84=100 for All Urban Consumers (CPI-U)", for the Los Angeles -Riverside -Orange County
Metropolitan Area, published by the United States Department of Labor, Bureau of Labor Statistics. If both an official index and one
or more unofficial indices are published, the official index shall be used. If said Consumer Price Index is no longer published at the
adjustment date, it shall be constructed by conversion tables included in such new index. In no event, however, shall the amount
payable under this Agreement be reduced below the Billing Rates in effect immediately preceding such adjustment. The maximum
adjustment increase to the Billing Rates, for any year where an adjustment is made pursuant to this Section, shall not exceed the
Consumer Price Index + 1%. Contractor shall notify City in writing of any requests for adjustment pursuant to this Section at least
thirty (30) days prior to the Effective Date of such adjustment, and provide updated billing rates. Adjusted billing rates shall be
approved in writing by City prior to use. An amendment to the Agreement will not be required if the Fees are changed, unless other
terms or conditions of the Agreement have changed. Postage fees can change at any time per USPS regulations and do not require
an amendment to the Agreement.
Additionally, if Client uses DPPM Services, InfoSend reserves the right to increase paper, form, and envelope fees as needed, with
thirty (30) days' written notice to Client, in the event of extraordinary increases to the cost of paper.
Volume and Frequency Deviations
InfoSend pricing is predicated on Client representations of Client and Client User transactional usage. Should Client's actual continuous
volume and/or recurring frequency deviate by more than thirty percent (30%) from what Client has represented to InfoSend in Section
2 below, then InfoSend reserves the right to invalidate the Fees listed in this Agreement. Should this situation arise then InfoSend will
notify Client immediately and negotiate with Client in good faith to pass on any increased costs to Client, in accordance with actual
Client and Client User transactional usage. Should InfoSend and Client fail to agree upon updated Fees, InfoSend reserves the right to
terminate this Agreement with one hundred and eighty (180) days' notice. During the aforementioned negotiation period and
throughout the notice period, the current Fee Schedule outline herein shall remain unchanged and in effect.
Extraordinary Cost Increases
InfoSend reserves the right to increase paper, form, and envelope fees as needed, with thirty (30) days' written notice to Client, in the
event of extraordinary increases to the cost of paper. If the parties are unable to reach agreement on the proposed increase, either
party may terminate the Agreement without penalty.
Section 2. Client Representations
Customers Contacted or Billed Annually
RECORD COUNT — 215
TOTAL PAGE COUNT - 245,627
TOTAL MAILPIECE COUNT — 215,111
Section 3. DPPM Fees:
Document Re -Design Fee I $0.00 (Waived during initial install)
Data Processing Fee (per document) $0.0125 d
Printing • Mailing Service
Statement and Notices - Printing & Mailing Fee with up to 4/ Ink
NPX/NPO programs
$0.076
NPL/NPS programs
$0.110
Pass -through
USPS Postage
A postage deposit will be required prior to starting service.
Print Color Options (colors per side) *
$0. for up to 4/1 printing
$0. for up to 4/4 printing
Inline Insert Print Fee*
$0.064 Black printing
$0.076 Color printing
Batch Fee (per mailing batch under 200 mail pieces)
$5.00
Excess Pages Handwork Surcharge (per mail piece)
$0.35
Address Updates — per "hit" (address that gets updated)
$0.30 NCOA
$0.30 ACS
*Prices assume normal ink/toner coverage for business documents. Flood coating the entire page in color or other types of extremely high coverage designs
may cost more or not be technically feasible. Extremely high coverage designs can cause content to bleed through to the other side of the page or to cause
the page to curl too much to work properly with high-speed mail inserting equipment.
The postage deposit is subject to ongoing review and may be adjusted annually to account for changes to Client average mailing volume or changes to USPS
postage rates with at least thirty (30) days' written notice to Client.
Standard 8.5" x 11" Paper Stock (per sheet) $0.018
Standard Double Window Outgoing #10 Envelope $0.026
Standard Single Window Return #9 Envelope $0.023
Outgoing Flat Envelope — used for mail pieces with excess pages $0.210
*InfoSend reserves the right to increase paper, form, and envelope fees as needed, with thirty (30) days' written notice to Client, in the event of
extraordinary increases to the cost of paper. If the parties are unable to reach agreement on the proposed increase, either party may terminate
the Agreement without penalty.
InfoSend Produced
Quoted based on specification
Envelope Messaging (Snipes)
Quoted based on specification
Electronic Inserts, per insert
$0.010
Inserting Fee, per insert
$0.010
Fee to insert an InfoSend produced or Client provided marketing or informational insert. Client
provided (drop -shipped) inserts must be professionally packaged and ready for usage. If folding is
required then additional fees apply based on folding requirements. Minimum fee is $0.01 per insert
for folding. If inserts are not professionally packaged and damaged in shipment or require
additional labor to prepare for inserting then additional fees can apply.
Per item fee assumes the insert will be included in all mail pieces. Selective inserting is available but
requirements must be reviewed on a case -by -case basis to determine if additional fees will apply
for setup and handling.
Professional Services Rate (per hour)
$245.00
Returned Mail Handling
$0.35 per reported returned mail piece
Remit Tracking
$50 monthly support fee
Section 3.1. Custom Forms/Envelopes
If Client has selected the Printing and Mailing Service and at any time requests that InfoSend Fees include the cost of custom Client -
specific materials during the term of this Agreement, then Client understands and accepts that these materials will be purchased in
bulk to achieve the lowest possible per -unit cost. Client agrees to purchase any remaining supplies of requested custom materials
(normally forms or envelopes) if Client stops using InfoSend's Service for any reason. Client agrees to purchase the remaining supply
of custom forms/envelopes upon Client's request to change the custom forms/envelopes before the supply has been depleted. Any
additional fees associated with the cost of custom Client specific materials must be authorized by the City in writing prior to the costs
being incurred.
Section 3.2. USPS Postage Rates
Postage rates are determined by the United States Postal Service. All postage rate changes are determined directly by USPS and are
independent of any InfoSend service or materials fees. In no event shall any change in the postage rates affect the InfoSend service or
materials fees. The Client will be invoiced the amount of excess for overweight and foreign mail. In no event shall the Client be
obligated to pay any amount for postage that exceeds the current rate set by the United States Postal Service (USPS)
Section 3.3. Postage Deposit
InfoSend purchases the postage needed to mail Client documents on the day of mailing. The postage charges are later invoiced to
Client based on the Client's payment terms. InfoSend requires Client to submit a postage deposit prior to the first mailing to facilitate
the payment terms. This amount will remain in deposit for the duration of the Agreement. Upon Agreement expiration or termination
Client must pay in full any outstanding invoices from InfoSend for payables created under this Agreement; the postage deposit will be
refunded within fifteen (15) days of the date that the last open invoice is paid.
The postage deposit amount is calculated by multiplying the estimated number of mail pieces per month by the current 5-Digit pre-
sorted first class postage rate. The postage deposit amount due for your account is:
16,650 mail pieces per month x $0.593 x 2 = $19,746.90
The postage deposit is subject to ongoing review and may be adjusted annually to account for changes to Client average mailing
volume or changes to USPS postage rates with at least thirty (30) days' written notice to Client.
Section 4. eBusiness Service Fees:
Above fees cover payment initiation through all channels hosted by InfoSend. All Payment Processing fees will
be assessed by a registered ISO of TSYS and included in a merchant statement. All pricing is based on "Client
Volume Assumptions" listed.
InfoSend reserves the right to revise pricing within 60 days' notice due to increase in average ticket amount, or
if the credit card issuing companies raise interchange fees beyond what they are today. InfoSend reserves the
right to discontinue the support of American Express payment methods during the 60 days' notice period if
American Express has raised their interchange rates by more than .5% from the previous published
Interchange Rates & Network Fees. InfoSend is not responsible for the above scenarios having to change due
to credit card issuer rules and regulations. In this case, InfoSend will negotiate a new pricing configuration in
good faith to ensure compliance with credit card rules and regulations.
Platform
IVR Setup Fee
Waived
Second Language Recording Setup Fee
(Optional)
$550.00
Monthly Maintenance
$250.00
IVR Per Call Fee
$0.25
SMS • •.
SMS Setup Fee Waived
Monthly Maintenance Waived
SMS Per Text Fee $0.05
Payment
ACH Return Fee $3.50
Chargeback Fee
$20.00
Monthly Minimum
$0.00
In -Person Virtual Terminal Payments
Hardware at an additional
cost (Appx $325.00)
Online Banking Payment Consolidation•.
Setup Fee
$0.00
Per Bank Payment Fee
$0.13
Per Rejected Payment Fee
$0.07
Per Reversal (Optional)
$3.00
Outbound Notifications•.
Setup Fee
$0.00
Monthly Minimum (for 2,000 IVR Minutes or
SMS Messages)
$99.00
Per IVR Minute after Minimum
$0.10
Per SMS after Minimum
$0.10
EXHIBIT C
INSURANCE REQUIREMENTS
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.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City of Newport Beach,
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 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 million dollars ($4,000,000)
general aggregate and four million dollars ($4,000,000) completed
operations aggregate. The policy shall cover liability arising from bodily
injury, property damage, personal and advertising injury, and liability
assumed under an insured contract (including the tort liability of another
assumed in a business contract).
Consultant shall submit to City, along with a certificate of 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 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.
Consultant shall submit to City, along with a certificate of insurance,
additional coverage as stated in Section 4. Other Insurance
Requirements.
D. Professional Liability (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 two million dollars ($2,000,000) per claim and four million dollars
($4,000,000) 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.
E. Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability
policies are used to meet the limits of liability required by this contract,
then said policies shall be "following form" of the underlying policy
coverage, terms, conditions, and provisions and shall meet all of the
insurance requirements stated in this contract, including, but not limited
to, the additional insured and primary & non-contributory insurance
requirements stated herein. No insurance policies maintained 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 liability policies are
exhausted.
Consultant shall submit to City, along with a certificate of insurance,
additional coverage as stated in Section 4. Other Insurance
Requirements.
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 of Newport Beach, its City Council, boards and
commissions, officers, agents, volunteers, 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.
Infosend, Inc. Page C-2
B. Additional Insured Status. All liability policies including general liability,
excess/umbrella liability, and automobile liability, if required, but not
including professional liability, shall provide or be endorsed to provide
that City of Newport Beach, its City Council, boards and commissions,
officers, agents, volunteers, 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. Consultant 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.
E. Subcontractors. Contractor shall require and verify that all
subcontractors maintain insurance meeting all the requirements stated
herein, and Contractor shall ensure that City is an additional insured on
insurance required from subcontractors. For CGL coverage
subcontractors shall provide coverage with a format at least as broad
as CG 20 38 04 13. Limits of liability for General Liability and
Professional Liability (Errors & Omissions) in an amount not less than
one million dollars ($1,000,000) per occurrence, two million dollars
($2,000,000).
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 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 (10) days 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.
Infosend, Inc. Page C-3
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. Right to Review Subcontracts. Consultant agrees that upon request, all
agreements with subcontractors or others with whom Consultant enters
into contracts with on behalf of City will be submitted to City for review.
Failure of City to request copies of such agreements will not impose any
liability on City, or its employees. Consultant shall require and verify
that all subcontractors maintain insurance meeting all the requirements
stated herein, and Consultant shall ensure that City is an additional
insured on insurance required from subcontractors. For CGL coverage,
subcontractors shall provide 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 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.
E. 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.
F. 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.
G. City Remedies for Non -Compliance. If Consultant or any subconsultant
fails to provide and maintain insurance as required herein, then City
shall have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Consultant's right to proceed
until proper evidence of insurance is provided. Any amounts paid by City
shall, at City's sole option, be deducted from amounts payable to
Consultant or reimbursed by Consultant upon demand.
Infosend, Inc. Page C-4
H. 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 required liability policies. City
assumes no obligation or liability by such notice, but has the right (but
not the duty) to monitor the handling of any such claim or claims if they
are likely to involve City.
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-5