Agreement - InfoSend, Inc. - Contract No. 12FIN1285-1 - 1st Amendment - Third Party Billing - Signed 2012-03-01FIRST AMENDMENT TO THE AGREEMENT FOR SERVICES BETWEEN THE CITY
OF GILROY AND INFOSEND, INC.
This First Amendment to the Agreement for Services ("First Amendment") is made and
entered into as of lri l , 2019 ("Effective Date"), by and between the City of Gilroy, a
California municipal corporation ("CITY"), and InfoSend, Inc. ("CONTRACTOR").
RECITALS
WHEREAS, CITY and CONTRACTOR are parties to that certain Agreement for Services,
effective on March 1, 2012, hereinafter referred to as "Original Agreement"; and
WHEREAS, CITY and CONTRACTOR have determined it is in their mutual interest to
amend certain terms of the Original Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
below and for other valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1. Article 1 ("Term of Agreement") of the Original Agreement shall be amended to read as
follows:
"This Agreement will become effective on March 1, 2012 and will continue in effect through
January 2, 2022, with automatic subsequent "Renewal Periods" of 12 months unless
terminated in accordance with the provisions of Article 7 of this Agreement."
2. Article 4, Section A ("Consideration") of the Original Agreement shall be amended to read as
follows:
"In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay
CONTRACTOR the amounts set forth in Exhibit "D" ("Payment Schedule"). In no event
however shall the total compensation paid to CONTRACTOR exceed $3,499.00. Additional
compensation as outlined in Exhibit "D" pertains to monthly service fees and professional
fees which will not exceed the stated amounts provided."
3. The third sentence in Article 4, Section ("Consideration") of the Original Agreement shall be
amended to read as follows:
"If CITY objects to all or any portion of any invoice, CITY shall notify CONTRACTOR of
the objection within ninety (90) days from receipt of the invoice, give reasons for the
objection, and pay that portion of the invoice not in dispute."
4. The first paragraph ("Professional Liability") of Article 5, Section C ("Indemnification of
Liability, Duty to Defend") of the Original Agreement shall be amended to add the following
language:
"CONTRACTOR shall not be responsible for actions, omissions or delays in services
provided pursuant to this Agreement, resulting from erroneous, late or incomplete data
and/or instructions from CITY. No damages shall be assessed against CONTRACTOR when
any delay or breach on CONTRACTOR's part is caused by failure of CITY to perform
responsibilities to any third parties related to this Agreement or any other reason beyond the
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control of CONTRACTOR, including, without limitation, failures or limitations on the
availability of third -party telecommunications or other transmission facilities.
This Article 5.0 states the entire liability of CONTRACTOR with respect to infringement
by any deliverable of CONTRACTOR or resulting from the performance of services under
this Agreement by CONTRACTOR."
5. The second paragraph ("Other Liability") of Article 5, Section C ("Indemnification of
Liability, Duty to Defend") of the Original Agreement shall be removed in its entirety and hereby
replaced with the following language:
"As to all other liability, to the fullest extent permitted by law, CONTRACTOR shall defend,
indemnify, and hold harmless, through counsel approved by CITY (which approval will not
be unreasonably withheld), CITY, its officers, officials, representatives, agents, employees,
and volunteers, against any and all suits, damages, costs, fees, claims, demands, causes of
action, losses, liabilities, and expenses, including attorneys' fees, that arise out of, pertain to,
or relate to any alleged or actual acts, errors, omissions, or willful misconduct of
CONTRACTOR or CONTRACTOR's officers, assistants, subcontractors, employees, or
agents in connection with performance of CONTRACTOR's obligations under this
Agreement other than those arising from or related to the services to be performed under this
Agreement, including all claims related to the injury or death of any person, or damage to
any property, however caused, regardless of any negligence of CITY, except that CITY shall
indemnify CONTRACTOR against any and all suits, damages, costs, fees, claims, demands,
causes of action, losses, liabilities, and expenses, including attorneys' fees, that arise out of,
pertain to, or relate to the sole or active negligence of CITY, its officers, officials,
representatives, agents, employees, or volunteers, related to the CITY's transmittal of any
authorized transaction or file through or CITY's misuse of CONTRACTOR's system or
services provided under this Agreement."
6. Article 5, Section C ("Indemnification of Liability, Duty to Defend") of the Original
Agreement shall be amended to add a third paragraph containing the following language:
"(3) Limitation of Liability
In no event shall either party be liable to the other for any indirect, punitive, special,
exemplary, incidental, consequential (including loss of data, revenue, profits, use or other
economic advantage) arising out of, or in any way connected with the services to be provided
under this Agreement, even if the party from which damages are being sought have been
previously advised of the possibility of such damages.
CONTRACTOR's aggregate liability shall not exceed the amounts actually paid by and/or
due from CITY in the ninety (90) day period immediately preceding the event giving rise to
such claim."
7. Article 6 ("Obligations of City") of the Original Agreement shall be amended to add Section
C containing the following language:
"C. Compliance with the Law
CITY represents and warrants that it has the legal power and authority to enter into this
Agreement. CITY further warrants that it will comply with all laws, regulations, and
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compliance requirements applicable to CITY's and CITY's utilities customers (the "Users")
activities covered by this Agreement."
8. Article 7, Section C ("Termination for Failure to Make Agreed -Upon Payments") of the
Original Agreement shall be amended to add the following language:
"CITY's failure to pay any undisputed invoices within ninety (90) days of the date due may
constitute such default under this Agreement."
9. Article 7 ("Termination of Agreement") of the Original Agreement shall be amended to add
Section E containing the following language:
"E. Force Majerure
Neither party shall be liable, or deemed to be in default, to the other for any failure or delay
in performing an obligation under this Agreement to the extent that its performance is
delayed, impaired or rendered impossible by an event beyond its control, such as natural
disasters, war, terrorist acts, riots, labor strikes, civil disturbances, extra -ordinary losses of
,utilities (including telecommunications services), completer "hacker" attacks on Internet
infrastructure, regulatory restrictions, change in law or regulation or other acts of
government authority, including civil and military authorities and courts, fuel or energy
shortages, transportation stoppages or slowdowns, the inability to procure parts or raw
materials, and/or acts or omissions of common carrier. These causes will not excuse CITY
from paying accrued payables due to CONTRACTOR through any available lawful means
acceptable to CONTRACTOR."
10. Article 8 ("General Provisions") of the Original Agreement shall be amended to add Section
M containing the following language:
"M. Exhibits Incorporated
All exhibits referred to in this Agreement and attached to it are hereby incorporated by
reference. In the event there is a conflict between the terms of this Agreement and any of the
terms of any exhibit to this Agreement, the terms of this Agreement shall control.
11. Article 8 ("General Provisions") of the Original Agreement shall be amended to add Section
N containing the following language:
"N. Survival Clause
All of the terms of this Agreement which by their nature extend beyond the expiration or
termination of the Agreement, including but not limited to indemnification obligations,
confidentiality obligations and limitations of liability, shall survive expiration or termination
of the Agreement and remain in full force and effect."
12. Exhibit "A" ("Specific Provisions") of the Original Agreement shall be removed in its
entirety and hereby replaced with the attached Exhibit "A".
13. Exhibit "B" ("Scope of Services") of the Original Agreement shall be removed in its entirety
and hereby replaced with the attached Exhibit "B".
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14. Exhibit "C" ("Milestone Schedule") of the Original Agreement shall be removed in its
entirety and hereby replaced with the attached Exhibit "C".
15. Exhibit "D" ("Payment Schedule") of the Original Agreement shall be removed in its entirety
and hereby replaced with the attached Exhibit "D".
16. Except as expressly modified herein, all of the provisions of the Original Agreement shall
remain in full force and effect. In the case of any inconsistencies between the Original Agreement
and this Amendment, the terms of this Amendment shall control.
17. This Amendment may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed as of the
dates set forth beside their signatures below.
CITY: CONTRACTOR:
CITY OF GILROY INFOSEND, INC.
By: By:
VViA14Title: r� -LA�
]�1 6
? f
Social Security or Taxpayer
Identification Number: 31
Date: Date: i '� 11
s
MIN
Approve to
By:
City Attorney ..,n
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EXHIBIT A
SPECIFIC PROVISIONS
I. PROJECT MANAGER
CONTRACTOR shall provide the services indicated on the attached Exhibit B, Scope of
Services ("Services"). (All exhibits referenced are incorporated herein by reference.) To
accomplish that end, CONTRACTOR agrees to assign its Director of CITY Services who will
act in the capacity of Project Manager, and who will personally direct such Services.
Except as may be specified elsewhere in this Agreement, CONTRACTOR shall furnish all
technical and professional services including labor, material, equipment, transportation,
supervision, and expertise to perform all operations necessary and required to complete the
Services in accordance with the terms of this Agreement.
II. NOTICE TO PROCEED/COMPLETION OF SERVICE
A. NOTICE TO PROCEED
CONTRACTOR shall commence the Services upon CITY' S delivery to CONTRACTOR a
written "Notice to Proceed." The Notice to Proceed shall be in the form of a written
communication from designated CITY contact person(s). The Notice to Proceed may be in the
form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this
Agreement, Carmen Medrano will be the designated CITY contact person(s). The Notice to
Proceed shall be deemed to have been delivered upon actual receipt by CONTRACTOR or if
otherwise delivered as provided in the Section V.H. ("Notices") of this Exhibit A.
B. COMPLETION OF SERVICES
When CITY determines that CONTRACTOR has completed all of the Services in accordance
with the terms of this Agreement, CITY shall give CONTRACTOR a written Notice of Final
Acceptance, and CONTRACTOR shall not incur any further costs hereunder. CONTRACTOR
may request this Notice of Final Acceptance when, in its opinion, it has completed all of the
Services as required by the terms of this Agreement and, if so requested, CITY will make a
determination of completion within two (2) weeks of such request, or if CITY determines that
CONTRACTOR has not completed all of such Services as required by this Agreement, CITY
will so inform CONTRACTOR within this two (2) week period.
III. PAYMENT OF FEES AND DIRECT EXPENSES
Payments shall be made to CONTRACTOR as provided for in Article 4 of this Agreement.
Direct expenses are charges and fees not included in Exhibit B. CITY will only be obligated to
pay for those direct expenses that have been previously approved in writing by CITY.
CONTRACTOR will obtain written approval from CITY prior to incurring or billing for direct
expenses.
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Copies of pertinent financial records, including invoices, will be included with the submission of
billing(s) for all direct expenses.
The recurring nature of CONTRACTOR's Services result in a rapid rise in financial loss to
CONTRACTOR if CITY's accounts payable process is delayed, particularly when
CONTRACTOR is invoicing CITY for postage charges. Therefore, in the event that undisputed
invoices remain unpaid for over sixty (60) days from due date, unless otherwise expressly agreed
to by CONTRACTOR in writing, CONTRACTOR reserves the right to suspend Services until
payments are brought current. CONTRACTOR's accounting staff monitors CITY debt regularly,
and will notify CITY in writing before Services are suspended. Should a hold be instated, it will
immediately be removed once payment is received.
CONTRACTOR may elect to charge CITY interest on all undisputed invoices that remain
unpaid for over sixty (60) days from due date at a rate of 1.5% per month, and any collection
costs incurred by CONTRACTOR (including attorneys' fees).
I V. —OTHER PROVISIONS
A. STANDARD OF WORKMANSHIP
CONTRACTOR represents and warrants that it has the qualifications, skills, and licenses
necessary to perform the Services, and its duties and obligations, expressed and implied,
contained herein, and CITY expressly relies upon CONTRACTOR'S representations and
warranties regarding its skills, qualifications and licenses. CONTRACTOR shall perform all
Services and duties in conformance to and consistent with the standards generally recognized as
being employed by professionals in the same discipline in the State of California.
Any plans, designs, specifications, estimates, calculations, reports and other documents furnished
under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for
acceptance will be a product of neat appearance, well -organized, technically and grammatically
correct, checked and having the maker and checker identified. The minimum standard of
appearance, organization and content of the drawings will be that used by CITY for similar
purposes.
CONTRACTOR represents and warrants that the Services will materially perform the functions
that the CITY has selected under normal use and circumstances and that CONTRACTOR shall
use commercially reasonable measures to protect CITY's data in accordance with Section V.D.
of this Exhibit "A" to the extent that it retains such data in the operation of the Services.
Provided that CITY gives CONTRACTOR written notice of failure to meet the foregoing
warranty within sixty (60) days following delivery of any Services, or as otherwise specified in a
Statement of Work ("SOW"), CONTRACTOR warrants that it will use commercially reasonable
efforts to correct any Services that fail to comply with the foregoing warranty. If there is no
notice by CITY within sixty (60) days following delivery of any Services, or as otherwise
specified in a SOW it shall be deemed that CITY has accepted the Services.
Except as expressly set forth above, CONTRACTOR disclaims all other representations or
warranties, express or implied, made to CITY or any other party, including without limitation,
any warranties regarding quality, suitability, merchantability, fitness, for a particular purpose or
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otherwise of any services or any good provided incidental to the Services provided under this
Agreement, to the extent permitted by applicable law.
CONTRACTOR and its licensors and payment processors do not represent or warrant that (i) the
use of the Services will be uninterrupted or error -free, or operate in combination with any other
hardware, software, system or data; or (ii) the Services will not delay in processing or paying.
Service may be subject to the limitations, delays, and other problems inherent in the use of the
Internet and electronic communications. CONTRACTOR is not responsible for any delays,
delivery failures, or other damage resulting from such problems."
B. RESPONSIBILITY OF CONTRACTOR
CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the
coordination of the Services furnished by it under this Agreement. CONTRACTOR shall not be
responsible for the accuracy of any project or technical information provided by the CITY. The
CITY' S review, acceptance or payment for any of the Services shall not be construed to operate
as a waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in
accordance with applicable law for all damages to CITY caused by CONTRACTOR'S negligent
performance of any of the services furnished under this Agreement.
C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
CITY, through its authorized employees, representatives or agents, shall have the right, at any
and all reasonable times, to audit the books and records (including, but not limited to, invoices,
vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any
and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR
shall maintain for a minimum period of three (3) years (from the date of final payment to
CONTRACTOR), or for any longer period required by law, sufficient books and records in
accordance with standard California accounting practices to establish the correctness of all
charges submitted to CITY by CONTRACTOR, all of which shall be made available to CITY at
the CITY's offices within five (5) business days after CITY's request.
D. PRIVACY AND SECURITY
(1) CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not
limited to, computer data and source code), drawings, descriptions, documents, discussions or
other information developed or received by or for CONTRACTOR and all other written and oral
information developed or received by or for CONTRACTOR and all other written and oral
information submitted to CONTRACTOR in connection with the performance of this Agreement
shall be held confidential by CONTRACTOR and shall not, without the prior written consent of
CITY, be used for any purposes other than the performance of the Services, nor be disclosed to
an entity not connected with the performance of the such Services. Nothing furnished to
CONTRACTOR which is otherwise known to CONTRACTOR or is or becomes generally
known to the related industry (other than that which becomes generally known as the result of
CONTRACTOR'S disclosure thereof) will be deemed confidential. CONTRACTOR shall not
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use CITY' S name or insignia, or distribute publicity pertaining to the services rendered under
this Agreement in any magazine, trade paper, newspaper or other medium without the express
written consent of CITY.
To the fullest extent permitted by law, including without limitation the California Public Records
Act (Gov't Code § 6250 et seq.), CITY shall not disclose to any third party or use for any
purpose inconsistent with this Agreement any confidential or proprietary non-public information
it obtains during the term of this Agreement about CONTRACTOR's business, operations,
financial condition, technology, systems, products, services, suppliers, CITYs or prospective
CITYs, marketing data, plans, pricing, and models, or personnel, unless required by applicable
law. CITY will ensure that its employees and agents similarly abide by the requirements hereof.
CITY will immediately notify CONTRACTOR upon becoming aware of any such violation by
such employees or authorized representatives.
(2) REGULATORY COMPLIANCE
CONTRACTOR will maintain compliance with required Payment Card Industry (PCI) Data
Security Standards and Cardholder Information Security Standards, applicable rules and
regulations of the Health Insurance Portability and Accountability Act (HIPAA), and applicable
sections of the Gramm -Leach -Bliley Act of 1999.
(3) DATA AND HUMAN RESOURCES SECURITY
CONTRACTOR takes great care in both data and human resources security. CONTRACTOR's
company policy requires all new employees to pass a background check and a drug -screening
test, both performed by outside companies. These practices will remain in place for the duration
of the Term of this Agreement.
E. NO PLEDGING OF CITY' S CREDIT
Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit
of CITY or incur any obligation in the name of CITY.
F. PROPRIETARY RIGHTS
(1) LICENSE GRANT AND RESTRICTIONS BY CONTRACTOR
CONTRACTOR agrees to provide to CITY the right to use software and the provision of
Services, but in all cases only in full and complete compliance with all of the terms and
conditions of this Agreement. Subject to the terms of this Agreement, CONTRACTOR hereby
grants, and CITY hereby accepts, for the Term of this Agreement, as provided in Article 1 of this
Agreement, a non-exclusive, non -transferable license to access and use and to permit the Users
to access and use CONTRACTOR's system provided under this Agreement (the "System") via
the Internet.
City hereby agrees not to: (i) reproduce, download, modify, create derivative works from,
distribute, or attempt to reverse engineer, decompile, disassemble, or access the source or object
code for, the System; (ii) use the System, or any component thereof, in any manner contrary to
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applicable laws or government regulations; or (iii) otherwise affect, attempt to enable the
authorized use (with or without User ID and/or password) of the System.
(2) OWNERSHIP OF MATERIAL BY CITY
Subject to Subsection (1) of Section V.F. of this Exhibit "A", all material including, without
limitation, non -source or data code computer information, sketches, tracings, drawings, plans,
diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs,
reports and other material developed, collected, prepared (or caused to be prepared) under this
Agreement shall be the property of CITY, but CONTRACTOR may retain and use copies
thereof subject to Section V.D. of this Exhibit "A".
CITY shall not be limited in any way in its use of said material at any time for any work,
whether or not associated with the Services rendered under this Agreement. However,
CONTRACTOR will not be responsible for, and CITY will indemnify CONTRACTOR from,
damages resulting from the use of said material for work other than for the Services, including,
�,��l hout limitation, the release of this material to third parties for `,�aork other than oli the Services
rendered under this Agreement, in accordance with Article 5.C. of this Agreement.
G. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third
party or parties, and no third party or parties will have any claim or right of action hereunder for
any cause whatsoever.
H. NOTICES
Notices are to be sent as follows:
CITY:v®r'�
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONTRACTOR: mnc.
C/ O 1 055 iZe_-o"t
L4-zHo E. Lo%�\,�,
I. FEDERAL FUNDING REQUIREMENTS
❑ If the box to the left of this sentence is checked, this Agreement involves federal
funding and the requirements of this Section V.I. apply.
® If the box to the left of this sentence is checked, this Agreement does not involve
federal funding and the requirements of this Section V.I. do not apply.
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1. DBE Program
CONTRACTOR shall comply with the requirements of Title 49, Part 26, Code of Federal
Regulations (49 CFR 26) and the City -adopted Disadvantaged Business Enterprise programs.
2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable
cost for individual items.
3. Covenant against Contingent Fees
The CONTRACTOR warrants that he/she has not employed or retained any company or person,
other than a bona fide employee working for the CONTRACTOR, to solicit or secure this
Agreement, and that he/she has not paid or agreed to pay any company or person, other than a
bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other
consideration, contingent upon or resulting from the award or formation of this Agreement. For
breach or violation of this warranty, the Local Agency shall have the right to annul this
Agreement without liability or, at its discretion, to deduct from the agreement price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift or contingent fee.
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EXHIBIT B
SCOPE OF SERVICES
This Exhibit B provides the Scope of Services which CONTRACTOR (referred to herein as
"InfoSend") shall deliver to CITY to permit the Users to use the products and services to view
and pay their bills under this Agreement. The Scope of Services include both Primary Services
and Professional Services as described and subject to the limitations herein. To the extent that
any term is not expressly defined herein, it shall have the meaning set forth in the Agreement.
I. INFOSEND' S PRIMARY SERVICES UNDER THIS AGREEMENT
Data Processing, Printing and Mailing Service ("DPPM Service"): During the Term of
this Agreement, InfoSend will provide data processing, printing and mailing services. The
Service consists of processing data, printing documents, mail preparation, applying postage
where appiicabie) and SeilUJL via the United States Postal Service. Document Types
include but are not limited to bills, postcards and letters.
eBusiness Services (the "eBusiness Services"): During the Term of this Agreement
InfoSend will provide eBusiness Services. These services can include presenting bills online
and/or accepting and reporting payment transaction information to facilitate ACH and/or
credit card payments via web, Interactive -Voice -Response (IVR), SMS, or Bank Billpay (e-
Lockbox).
Section 1. Data Processing, Printing and MailinLr (DPPM) Service Description
A. Data Transfer and Processing
• CITY to transmit data to InfoSend in an agreed upon format. Should CITY make changes
to data file format after initial setup is complete, it agrees to pay for the professional
services required to accommodate the new file format. See Exhibit C — Professional
Services — for information on initial setup and ongoing programming changes.
• A File Transfer Report will be emailed to the CITY representatives who have opted -in to
this email. A copy of this report is also available to download from the InfoSend website.
• CITY will have access to an online Job Tracking application that shows the progress of
each file as it is processed and becomes a batch of documents to be printed and mailed.
CITY can see both the original input file name and the InfoSend-assigned "Job Code".
• InfoSend will process the mailing addresses and perform the following functions:
o Apply CASS-certified address validation
o Comply with LISPS requirements to obtain pre-sort automation rates for qualified
CITY mail pieces
o Stay current with all USPS regulations required to mail presorted first-class mail
• InfoSend will optionally provide proofs of the final print -ready PDF files to CITY to be
reviewed and approved before printing begins (if requested).
B. Document Printing and Mailing
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• Batches are printed by InfoSend using a high-speed production process onto the agreed
upon forms.
• Printed documents are put through a quality control process and then released to the
mailing department to be inserted into outgoing envelope. A return envelope and any
applicable inserts are included as defined by CITY's workflow.
• After a batch of mail is completed in InfoSend's system it will be marked as such in the
online Job Tracker and a Process Confirmation Report will be emailed to the CITY
representatives who have opted -in to this email. A copy of this report is also available to
download from the InfoSend website.
Section 2. eBusiness Service Description
A. General System Description
• Mobile -Ready Customer Engagement: all products are mobile compatible out of the box,
with no app store downloads required of customers. Powered by InfoSend's CCM
platform, customer specific messaging and payment reminders are delivered
electronically.
• Multi -Channel Payment Collection: InfoSend's payment platform will consolidate web,
telephone, SMS, CSR, in -person EMV and bank payments into a single lockbox file.
• One -Time and Automatic Payments: allow customers to quickly make a one-time
payment, as well as sign up to have their payment account auto debited with each billing
cycle.
• Bill Notification and Presentment: notify customers via email when a new bill is
available, and securely deliver exact replica of printed document to customers inbox or
show online via the secure portal.
• Interactive Voice Response (IVR): accept customer payments via automated phone
service with InfoSend-hosted phone number, enabling CITY phone systems to redirect
customers with ease.
• SMS Text -to -Pay: enrolled customers may opt in to receive text notifications of new
bills, and reply to have the registered payment method drafted for the amount due,
speeding up the time to payment.
• Bank Payments (MasterCard RPPS):InfoSend can collect payments made via the
customer bank and include them within the lockbox file.
• PCI-Compliant Cloud Based Solution: electronic billing and payment related products
hosted in the cloud by InfoSend in a secure PCI-Level 1 compliant environment.
B. Data Transfer and Processing
• CITY to transmit data to InfoSend in an agreed upon format, using the Data Transfer and
Processing workflow described in Section 1.
• If the CITY is not using InfoSend's DPPM Service, USPS address workflow will not be
applied.
• Data loaded into the eBusiness system is used to facilitate accurate payments via Web,
IVR, SMS or Bank BillPay.
C. Customer Enrollment and Bill Notification
• Data loaded into the system will be used to facilitate customer enrollment, using two
pieces of information specific to the customer bill.
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• For enrolled customers, system will send a notification of the new bill available via
email.
• For enrolled customers who have opted in, system will send an SMS alert.
• For customers using the IVR system, bill information will be dictated by text to voice.
• For customers paying via Bank BillPay, the account number can be validated by the
system prior to accepting payment.
• The system may optionally be configured to display a PDF replica of the bill image.
D. Customer Payment and Reporting
• Customers can make payment via Web, SMS, IVR or Bank BillPay, depending on
channels which CITY has requested InfoSend setup.
• Payments can be configured to allow Users to pay by bank account and/or credit/debit
card.
• All payments will be reported in a standard daily "lockbox" file.
Section 3. Implementation and Support Description
A. Implementation
• Dedicated Account Manager acts as primary contact and proj ect
manager, coordinating all internal setup activities with InfoSend programming and
operations staff.
• All setup and training performed virtually, using phone, email, and web -based tools for
issue tracking and screen sharing.
• All communications, documentation and test files tracked and stored securely within the
InfoSend CRM system, allowing other InfoSend personnel to contribute or take
ownership of the project.
• During programming, InfoSend's Data Processing platform is configured to automate
CITY -specific Quality Assurance (QA) during processing.
• Parallel Testing is run prior to go -live, ensuring all aspects of the application are
validated before launch.
• Go -Live includes an "all -hands" approach, with all key InfoSend managers required to
review the launch day activity and sign off before application output is final.
B. Support
• Dedicated Account Manager from implementation also assigned to monitor and provide
support.
• Dedicated Support Staff for reviewing and responding to incoming issues.
• Multiple communication channels available for CITY preference: web support ticketing
tool, email, and phone.
• Proactive support initiated by InfoSend staff when CITY data issues are detected by
InfoSend Quality Control processes.
• Issues tracked via InfoSend CRM tool, ensuring full resolution before the ticket can be
closed.
II. INFOSEND'S PROFESSIONAL SERVICES UNDER THIS AGREEMENT
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InfoSend's Professional Services are the technical services that are required to perform the initial
setup of InfoSend's Primary Services as described herein in this Exhibit B and the technical
services required to make changes to these Primary Services after the initial setup is complete.
Once any Primary Service is live and operational Professional Services will not be required
unless the CITY requests a change or makes changes to its data file format or business rules
which necessitates a change to InfoSend's system configuration or programming.
Examples of InfoSend's Professional Services:
• Project requirements gathering and analysis hours
• Project management and/or consulting hours
• Software development and system configuration hours related to the processing of
CITY's data
• Software development and system configuration hours related to document design, web
portal setup, business rule configuration, or any other applicable technical services
• Application testing and deployment hours
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EXHIBIT C
MILESTONE SCHEDULE
Key milestones are established at kickoff of implementation of Scope of Services as described in
Exhibit "B", and are tracked and reported throughout the project.
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EXHIBIT D
PAYMENT SCHEDULE
This Exhibit D provides the invoice schedule and explanation for fees which CONTRACTOR
(referred to herein as "InfoSend") will bill to CITY in exchange for the services provided under this
Agreement. To the extent that any term is not expressly defined herein, it shall have the meaning set
forth in the Agreement.
InfoSend will invoice CITY monthly and CITY will pay InfoSend the fees for Primary Services and
Professional Services, as needed, described and/or computed herein (the "Fees"). CITY's payment
of these invoices is due upon receipt in U.S. dollars and shall be paid NET 30 unless otherwise
expressly agreed to by CONTRACTOR. Should CITY dispute any invoices, it must do so within
ninety (90) days of the invoice date.
Section 1. Price Escalations to InfoSend Fees
InfoSend Fees can be adjusted once every twelve (12) months to account for increases in the cost of
materials, labor, and other overhead costs. InfoSend reserves the right to increase InfoSend Fees on
a yearly basis (starting with the first anniversary of the Agreement date). The CITY will be notified,
in writing, at least thirty (30) days prior to such price increase. An amendment to the Agreement will
not be required if the Fees are changed, unless the terms or conditions of the Agreement have
otherwise changed. Postage fees can change at any time per LISPS regulations and do not require an
amendment to the Agreement.
In addition to this, if CITY uses the Printing and Mailing Service, it accepts that InfoSend reserves
the right to pass on any extraordinarily high increases to the cost of forms or envelopes at any time.
The CITY will be notified, in writing, at least thirty (3 0) days prior to such price increase.
InfoSend pricing is predicated on CITY representations of CITY and CITY User transactional
usage. Should CITY's actual continuous volume and/or recurring frequency deviate by more than
thirty percent-(30%) from what CITY has represented to InfoSend in Section 2 below, then InfoSend
reserves the right to invalidate the Fees listed in this Agreement. Should this rare situation arise then
InfoSend will notify CITY immediately and negotiate with CITY in good faith to pass on any
increased costs to CITY, in line with actual CITY and CITY User transactional usage. As defined in
Section 5.2(iv) of the Agreement, should InfoSend and CITY fail to agree upon updated Fees,
InfoSend reserves the right to terminate this Agreement with one hundred eighty (180) days' notice.
Section 2. Initial Setup Cost: InfoSend Primary Services
The Initial Setup cost for the InfoSend Primary Services described in Exhibit "B" have been
provided using a Fixed Quote process, explained in Section 2 below. CITY understands and agrees
to these terms, and to the project -specific terms and conditions that will be provided in the Statement
of Work that will be created to capture CITY's specific requirements and data types.
Section 3. Professional Services Fee and Process for Approval and Payment of Fee
The Professional Services Fee Rates as previously contracted shall remain in effect.
In the event that a project will incur billable Professional Services hours, CITY shall be informed
before work begins. InfoSend and CITY will execute a Statement of Work for project that CITY
wants InfoSend to undertake. The payment terms for the project depend on the size and scope of the
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project. The Statement of Work can include payment terms that are different than the terms listed in
this Exhibit "D", otherwise these terms will apply and the project fees will be invoiced upon project
completion. Small projects that incur less than five (5) hours of Professional Services can be
initiated without a Statement of Work if CITY accepts and executes a Programming Quote for this
work.
Any project that will take more than five (5) hours of Professional Services work will require both
parties to execute a formal Statement of Work. Depending on the nature of the work required,
InfoSend will provide one of the following quotation methods:
• Fixed Quote — a fixed project cost will be set. InfoSend may elect to waive this cost in some
circumstances. CITY understands and accepts that it must accept the terms and conditions of the
Statement of Work for the project and that changes made to the project requirements, data file
structure, etc., after the Statement of Work and any amendments to it have been finalized will
require CITY to pay for these changes on a Time and Materials basis. CITY will be notified
immediately if this scenario arises and will be given an option to keep the original project
specifications to keep the fixed quote in place.
• Time and Materials quote — should it not be possible to provide a fixed quote due to the
nature of a CITY's requested project, then InfoSend will provide an estimated number of hours to
complete the project and bill the hours on a Time and Materials basis. The Statement of Work will
include the terms and conditions for these project types and CITY will be invoiced weekly for the
hours spent on the project.
Section 4. CITY Representations
CITY Volume Assumptions
Customers Contacted or Billed Monthly
-Approximately 21,645 documents per month (statements + past due)
Number of Batches Monthly
-10 or less (average of 3-4)
Averaze Customer Payments Per Month
-5800
Section 5. DPPM Fees:
DPPM Rates as previously contracted and amended shall remain in effect.
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 5:3OPM local time for the file to be
mailed by the next business day.
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The below provides the components of the summary price given above. All pricing is based on
"CITY Volume Assumptions" listed above and excludes applicable sales tax.
Data Processing
r
Setup Fee — Data Only Input Files Waived
Datw ceF ssing ee (per document)
8r.5x 11'Form Paper Stock (per sheet) t ! `0.03
Outgoing #10 'Envelope
0.0'28
Return #9 Envelope0:024
0:: tional Document Services
Drop Shipped Inserts $0.01 per insert
(Note: InfoSend Produced Inserts are priced on
request)
Electronic Inserts
$0.015
Professional Services Rate (per hour) $150
Print Image Archiving (Per Document Image), $0.005 - For 6 Months of Retention
with included LISPS mail tracking
Fee Explanations
Data Processing
• Setup Fee - Data Only Input: requires the CITY provide a flat data extract, InfoSend
creates, hosts and maintains an application to generate documents. Existing document design
is copied.
• 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 simplex printing of variable data
and form elements on the front of the page onto white form with a perforation.
• Postage: CITYs are invoiced for the exact postage used. Leveraging InfoSend's USPS
compliance and expertise, CITYs are provided the lowest possible LISPS automated rates
when CITY batches qualify.
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• Address Updates — NCOALink or ACS: per reported update. InfoSend electronically
reports the addresses it received in your data that need to be updated because the customer
filed a Change of Address Report with the LISPS. Cost is per update.
Materials
• Paper Stock: white paper stock with or without perforation. Paper is 8.5x11" and 241b. Price
includes all inventory costs. A larger 8.5xl4" format is available at a higher material cost
and higher printing cost.
• Outgoing #10 Envelope: #10 InfoSend Standard Double Window Outgoing Envelope.
Includes security tint printed on the inside of the paper stock and clear film that prevent the
contents of the envelope from being viewed. Sourced with sustainably logged paper (SFI).
• Return 99 Envelope: #9 InfoSend Standard Single Window Return Envelope. Includes the
same security tint and SFI paper as the #10.
Optional Document Services
• Drop Shipped Inserts: CITYs 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.
• 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. Third party applications can also access the PDFs via a lightweight API with no
cost. Setup fees may apply depending on configuration needs.
• Electronic Inserts: fee per digital image of a physically produced insert included in the PDF
copy of a document. Ensures that CITY representatives and CITY customers can get the
same information in the electronic bill as would go out physically.
• 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 CITY approval of a formal quote.
Section 5.1. Custom Forms/Envelopes
If CITY has selected the Printing and Mailing Service and at any time requests that InfoSend Fees
include the cost of custom CITY -specific materials (either in this Agreement or since its execution),
then CITY understands and accepts that 'these materials will be purchased in bulk to achieve the
lowest possible per -unit cost. CITY agrees to purchase any remaining supplies of requested custom
materials (normally forms or envelopes) if CITY stops using InfoSend's Service for any reason.
CITY agrees to purchase the remaining supply of custom forms/envelopes upon CITY's request to
change the custom forms/envelopes before the supply has been depleted.
Section 5.2. 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 CITY
will be invoiced the amount of excess for overweight and foreign mail.
Section 5.3. Postage Deposit
InfoSend purchases the postage needed to mail CITY documents on the day of mailing. The postage
charges are later invoiced to CITY based on the CITY's payment terms. InfoSend requires CITY 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
CITY must pay in full any outstanding invoices from InfoSend for payables created under this
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Agreement; the postage deposit will be refunded within fifteen (15) days of the date that the last
open invoice is paid.
The postage deposit is subject to an annual review and may be adjusted to account for changes to
CITY average mailing volume or changes to LISPS postage rates. There will be no more than one
adjustment requested per year, if at all.
The postage deposit amount is calculated by multiplying the estimated number of mail pieces per
month by the current 5-Digit pre-sorted first class postage rate. The postage deposit amount due for
your account is:
Postage deposit as previously received from CITY shall remain in effect.
Section 6. eBusiness Service Fees:
InfoSend Electronic Payments and Presentment Pricing
All Payment Processing fees will be assessed by Global Payments and included in a merchant
statement. All pricing is based on "CITY Volume Assumptions" listed and excludes applicable sales
tax.
Online BillPay Setup Fee Waived
Monthly Maintenance $225
Per eBill Loaded $0.03
Per Enrolled Customer Fee $0.08
IVR Setup Fee $200
Second Language Recording Setup Fee $550
(Optional)
Monthly Maintenance $225
IVR Per Minute Fee $0.12
SMS Setup Fee Waived
Monthly Maintenance Waived
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SMS Per Text Fee
I$0.03
ACH Return Fee
$5.00
Chargeback Fee
$20
Monthly Minimum
$600
eLockbox Setup Fee
$1,499
Per Bank Payment Fee
$0.20
Per Reversal (Optional)
$3.00
Section 7. Implementation Proiect Cost Subsidization:
InfoSend's internal costs to complete the project is higher than the Setup fees given. InfoSend has
subsidized these fees by factoring in years of service given the term of the agreement. Should CITY
cancel the project or terminate the Agreement at its convenience less than two (2) years from the
Agreement date then it must pay according to the below.
• EBPP Setup Fee: 50% of Setup fees quoted.
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