Agreement - InfoSend, Inc. - Contract No. 12FIN1285-2 - 2nd Amendment - Third Party Billing - Signed 2024-01-01 -1- 4845-8215-5540v1
MDOLINGER\04706083
SECOND AMENDMENT TO THE AGREEMENT FOR SERVICES BETWEEN THE CITY
OF GILROY AND INFOSEND, INC.
WHEREAS, the City of Gilroy, a municipal corporation (“City”), and InfoSend, Inc.
(“CONTRACTOR”) entered into that certain agreement entitled Agreement for Services, effective on
March 1, 2012, hereinafter referred to as “Original Agreement”; and entered into that certain First
Amendment to the Agreement for Services made as of April 8, 2019, and
WHEREAS, City and Infosend, Inc. have determined it is in their mutual interest to amend
certain terms of the Original Agreement.
NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS
FOLLOWS:
1. The first paragraph of 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
December 31, 2025, 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 for in Exhibit “D” (“Payment Schedule”). Compensation and
rates outlined in Exhibit “D” pertain to monthly service fees and professional fees.”
3. Exhibit B (“Scope of Services”) of the Original Agreement is hereby replaced with the attached
Exhibit B.
4. Exhibit D (“Payment Schedule”) of the Original Agreement is hereby replaced with the
attached Exhibit D.
5. This Second Amendment to the Agreement for Services is entered into as of November 6,
2023, and shall be effective January 1, 2024.
Except as expressly modified herein, all of the provisions of the Original Agreement and the First
Amendment shall remain in full force and effect. In the case of any inconsistencies between the
Original Agreement or the First Amendment and this Amendment, the terms of this Amendment shall
control.
3. 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 Amendment to be executed as of the
dates set forth besides their signatures below.
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-2- 4845-8215-5540v1
MDOLINGER\04706083
CITY OF GILROY CONTRACTOR
By: By:
[signature] [signature]
Jimmy Forbis Roxana Weil
[employee name] [name]
City Administrator Executive Vice President
[title/department] [title]
Date: Date:
Approved as to Form ATTEST:
City Attorney City Clerk
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10/30/2023
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11/14/2023
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 applicable) and sending 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 Mailing (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.
CITY will monitor transfer confirmation emails to ensure InfoSend is in receipt of the data. CITY acknowledges that InfoSend
will not be responsible or liable for any transferred data which does not result in a confirmation receipt to CITY.
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 USPS 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
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 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.
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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.
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.
CITY acknowledges that InfoSend will not be responsible or liable for any transferred data which does not result in a
confirmation receipt to CITY.
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.
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 is 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.
II. INFOSEND’S PROFESSIONAL SERVICES UNDER THIS AGREEMENT
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 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 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 “D”
PAYMENT SCHEDULE
This Exhibit D provides the Fees which InfoSend shall bill to CITY in exchange for Services 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 reserves the right to increase InfoSend Fees on an annual basis starting with the first anniversary of the Effective Date to
account for increases in the cost of materials, labor, and other overhead. 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 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 CITY uses DPPM Services, InfoSend reserves the right to increase paper, form, and envelope fees as needed, with thirty
(30) days’ written notice to CITY, in the event of extraordinary increases to the cost of paper.
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 situation arise then InfoSend will
notify CITY immediately and negotiate with CITY in good faith to pass on any increased costs to CITY, in accordance with actual CITY
and CITY User transactional usage. Should InfoSend and CITY fail to agree upon updated Fees, InfoSend reserves the right to terminate
this Agreement with one hundred and eighty (180) days’ notice.
Section 2. CITY Representations
CITY Volume Assumptions
Customers Contacted or Billed Monthly
-Printed – approx. 12,200 monthly
-Electronic – approx. 10,800 enrolled users
-ACH payments per month: average 4500
-Average ACH payment: $130.00
-CC payments per month: average 5100
-Average CC payment: $145.00
Section 3. DPPM Fees:
Printing and Mailing Service
Data Processing, Printing & Mailing Fee per page with up to 4/1 ink $0.0654
USPS Postage Pass‐through
A postage deposit will be required prior to starting service.
Print Color Options (colors per side) * $0.0704 for 4/4 printing
Excess Pages Handwork Surcharge (per mail piece) $0.35
Address Updates – per “hit” (address that gets updated) $0.40 NCOA
$0.40 ACS
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*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.
Materials
Standard 8.5” x 11” Paper Stock (per sheet) $0.0329
Standard Double Window Outgoing #10 Envelope $0.0296
Standard Single Window Return #9 Envelope $0.0253
Outgoing Flat Envelope – used for mail pieces with excess pages $0.19
Insert Services
InfoSend Produced Quoted based on specification
Envelope Messaging (Snipes) Quoted based on specification
Electronic Inserts $0.01 per insert
Inserting Fee
Fee to insert an InfoSend produced or CITY provided marketing or informational insert. CITY
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.
$0.01 per insert
Optional Document Services
Professional Services Rate (per hour) $150.00
Returned Mail Handling $0.45 per reported returned mail piece
Remit Tracking $100 monthly support fee
Section 3.1. 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 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 CITY will be invoiced the amount of excess for overweight and foreign mail.
Section 3.3. 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 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.
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The postage deposit is subject to ongoing review and may be adjusted at any time to account for changes to CITY average mailing
volume or changes to USPS postage rates with at least thirty (30) days’ written notice to CITY. The current postage deposit on hand is
$10,010.
Section 4. eBusiness Service Fees
Multi‐Channel Payments
Bank Account (ACH) $1.00 customer service fee
Credit Card (CC)
2.9% customer service fee
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 “CITY Volume Assumptions” listed and excludes
applicable sales tax.
InfoSend reserves the right to revise pricing at ANY time due to increase in average ticket amount, or if the credit card issuing companies
raise interchange fees beyond what they are today. If the average payment processing fees for your customer base goes above 2.9%,
then the fee charged to your customers will need to be immediately increased.
InfoSend is not responsible for either of 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.
Online BillPay Platform
Online BillPay Setup Fee Already Live
Monthly Maintenance $0.00
eBill Load Fee $0.00
Per Enrolled Customer Fee $0.00
Section 5. CITY Go‐Live and Fees
InfoSend will provide CITY with a Demo instance of the System to approve configuration and simulation of Services. Upon CITY approval
of the Demo instance of the System and sample outputs from Services, InfoSend will create a copy of Demo System in Production for
completion of final User Acceptance Testing (UAT). CITY will be given the UAT Period to complete internal testing prior to initiating
Go‐Live. All Setup and recurring Monthly Fees will become due upon the sooner of (a) CITY Go‐Live with the application or (b) 60 days
from InfoSend delivery of Production System for UAT.
Section 6. Professional Services Fee and Process for Approval and Payment of Fee
The current Professional Services Fee is $150.00 per hour. InfoSend Professional Services Fees can be adjusted once every twelve (12)
months to account for increases to the cost of providing these services. InfoSend reserves the right to increase Professional Services
Fees on an annual basis, starting with the first anniversary of the Agreement date, if needed. 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 Professional Services
Fees are changed, unless the terms or conditions of the Agreement have changed.
In the event that a project will incur billable Professional Services hours, CITY will be informed before work begins. InfoSend and CITY
will execute a Statement of Work for the project that CITY wants InfoSend to undertake. The payment terms for the project depend
on the size and scope of the project. The Statement of Work can include payment terms that are different than the terms listed in this
Agreement for InfoSend Fees, 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:
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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.
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