HomeMy WebLinkAboutITEM VIII-B-9
AGENDA BILL APPROVAL FORM
Agenda Subject: Resolution No. 3884
Date:
July 26,2005
Budget Impact:
Department: I Attachments:
Finance Resolution No. 3884 and Exhibit "A"
Administrative Recommendation:
City Council adopt Resolution No. 3884
Background Summary:
Resolution No. 3884 authorizes the Mayor and City Clerk to execute an Agreement for Customer Care
Services between the City and Puget Sound Energy, Inc for the purpose of providing lockbox services for
the City's Utility Billing system. A copy of said Agreement is attached hereto, designated as Exhibit "A"
and incorporated by reference in this Resolution.
The City has maintained lockbox services from PSE since July 2001 with the cost per item at $0.18. The
proposed agreement increases the cost per item to $0.19 and the agreement is effective for 1 year, with
automatic annual renewals.
Annual costs for lockbox services are as follows, with an estimated 2006 annual cost including the $0.01
increase:
2003 $12,048
2004 $11,370
2005 $ 6,361 (Jan. thru June)
2006 $13,300
N0801-2
F1.8
Reviewed by Council & Committees:
D Arts Commission COUNCIL COMMITTEES:
D Airport [8J Finance
o Hearing Examiner 0 Municipal Servo
o Human Services 0 Planning & CD
o Park Board OPublic Works
o Planning Comm. 0 Other
Reviewed by Departments & Divisions:
o Building 0 M&O
o Cemetery 0 Mayor
[8J Finance 0 Parks
o Fire 0 Planning
o Legal 0 Police
o Public Works D Human Resources
o Information Services
Action:
Committee Approval: OYes ONo
Council Approval: OYes ONo Call for Public Hearing _/_/-
Referred to Until _/_/-
Tabled Until _/_/-
Councilmember: Backus I Staff: Coleman
Meeting Date: August 1,2005 I Item Number: VIII.B.9
RESOLUTION NO.3 8 8 4
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND
CITY CLERK TO EXECUTE AN AGREEMENT FOR UTILITY
BILLING CUSTOMER CARE SERVICES BElWEEN THE CITY OF
AUBURN AND PUGET SOUND ENERGY, INC FOR THE
PURPOSE OF PROVIDING FOR LOCKBOX SERVICES FOR THE
CITY'S UTILITY BILLING SYSTEM
WHEREAS, Puget Sound Energy (PSE) provides payment processing
services (as more fully described in Section 1, "Customer Care Services") to
municipal and private utilities;
WHEREAS, the City of Auburn desires to purchase from PSE, and PSE
desires to provide to City of Auburn, Customer Care Services, subject to the
terms and conditions of this Agreement.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES AS FOLLOWS:
Section 1. Purpose. The Mayor and City Clerk of the City of Auburn
are hereby authorized to execute an Agreement for Customer Care Services
between the City and Puget Sound Energy, Inc in substantial conformity with
the agreement attached hereto, designated as Exhibit "An, and incorpon~ted by
reference in this Resolution for the purpose of providing lockbox services for
the City's utility billing system.
----------------------
Resolution No. 3884
July 26, 2005
Page 1 of2
- I
Section 2. Implementation. The Mayor of the City of Auburn is; hereby
authorized to implement such administrative procedures as may be necessary
to carry out the directions of this resolution.
Section 3. Effective Date. This Resolution shall take effect and be in
full force upon passage and signatures hereon.
DATED and SIGNED THIS
DAY OF
,2005.
CITY OF AUBURN
PETER B. LEWIS
MAYOR
ATTEST:
Danielle E. Daskam,
City Clerk
---------------------
Resolution No. 3884
July 26. 2005
Page 2 of2
AGREEMENT FOR CUSTOMER CARE SERVICES
This Customer Care Services Agreement ("Agreement") dated August 1, 2005, is
made and entered into by and between Puget Sound Energy, Inc., a Washington corporation
("PSE"), and City of Auburn, a municipal corporation of the state of Washington (the "City
of Auburn"). PSE and the City of Auburn are each referred to in this Agreement as "Party"
and; both PSE and the City of Auburn are at times referred to in this Agreement together as
"Parties. "
Recitals
A. PSE provides payment processing services (as more fully described in Section
1, "Customer Care Services") to municipal and private utilities.
B. City of Auburn desires to purchase ftom PSE, and PSE desires to provide to
City of Auburn, Customer Care Services, subject to the terms and conditions of this
Agreement.
Agreement
PSE and City of Auburn therefore agree as follows:
Section 1.
Customer Care Services
Subject to the terms and conditions of this Section 1, PSE will provide to City of
Auburn, and City of Auburn will accept from PSE, Customer Care Services as follows:
1.1 Payment Processing Services
(a) On each working day during the term of this Agreement, PSE will receive all
Customers' billing statements "payments" made by Customers that are delivered to a U.S.
Postal Service caller box at the City of Bellevue Post Office for the City of Aubum.
(b) Within one business day after receipt of any Customer payment at the Caller
Box, PSE will remit such payment amount (which remittance may be an aggregate amount of
all Customer payments received on the same day) to a bank account designated by City of
Auburn in writing to PSE ("Remittance"). On the same day as PSE makes any such
remittance, PSE will provide to City of Auburn an electronic data file describing each
Customer whose payment has been received by PSE and the amount paid by such Customer.
PSE will have no responsibility for the processing of any amount paid by any Customer that
is delivered by the Customer to any location other than the Caller Box.
(c) PSE will keep accurate records oftota! daily payment amounts received from
Customers at the Caller Box and amounts remitted by PSE to City of Auburn's bank account
CUSTOMER CARE SERVICES AGREEMENT
PAGE 1
--T----
pursuant to this Agreement. PSE will make a correct copy of such records available to City
of Auburn upon City of Auburn's request.
(d) During the term ofthis Agreement, PSE will deliver to City of Auburn daily
by U.S. mail any payments by Customers that do not meet the electronic payment processing
tolerances established by PSE and City of Auburn jointly.
(e) PSE will provide to City of Auburn, at agreed upon intervals, an el'~ctronic file
with images of all checks and stubs processed by PSE in that day's work.
(f) PSE will protect the Customer information provided by the City to PSE
pursuant to this Section 1.1 against any unauthorized use or disclosure to the same: extent that
PSE protects its own customer information of a similar nature against unauthorized use or
disclosure; provided, however, that this Section 1.1 (f) will not be interpreted or construed to
prohibit (i) any use or disclosure that is necessary for PSE's performance of its obligations
under this Agreement, (ii) any use or disclosure required by applicable law (e.g., pursuant to
applicable securities laws or legal or regulatory process) or (iii) any use or disclosure made
with the prior written consent of the City.
Section 2.
Compensation
2.1 Payment Amount - Payment Processing Services
(a) During Contract Term. As full compensation for PSE's providing the Payment
Processing Services of the Customer Care Services to the City of Auburn, the City of Auburn
will pay to PSE on a monthly basis, the following amounts:
(i) for each account bill payment received by PSE for processing on City
of Auburn's behalf, whether posted or returned to the client, an amount
equal to nineteen cents ($0.19) {"Processing Rate").
The payments to be made by City of Auburn pursuant to clause (a)(i) of Section 2.1 will be
based on the number of account bill payments received during that month by PSE for
processing on City of Auburn's behalf. City of Auburn will be responsible for the payment
of any amounts charged by any billing vendor other than PSE to provide support fc)r the
Payment Processing Services of the Customer Care Services.
(b) During Renewal Term. As full compensation for PSE's providing the
Payment Processing Services of the Customer Care Services to City of Auburn during each
Renewal Term, City of Auburn will pay to PSE, on a monthly basis, the folle>wing amounts:
(i) for each account bill payment received by PSE for processing on City
of Auburn's behalf, an amount equal to the Rate in effect during the
last year of the Contract Term or the immediately preceding Renewal
CUSTOMER CARE SERVICES AGREEMENT
PAGE 2
Term, whichever is applicable, increased by the previous calendar
year percentage increase in the Consumer Price Index (CPI-U, US
City Average). .
2.2 Payment Method
City of Auburn will pay to PSE the amount of any invoice for the payment amounts
referred to in Section 2.1 within thirty (30) days after the date of such invoice. PSE may
accept any check or payment without prejudice to its rights to recover the balance due or to
pursue other rights or remedies. No endorsement or statement on any check or payment or
letter accompanying any check or payment or elsewhere will be construed as an accord or
satisfaction. All amounts payable under this Agreement are denominated in United States
dollars and City of Auburn will pay all amounts payable under this Agreement in lawful
money of the United States.
2.3 Taxes
City of Auburn will be responsible for the payment of all taxes of whatever nature and
source, levied on or with respect to the amounts stated in PSE's invoices, exclusivl~ of any
taxes based on PSE's net income.
Section 3.
Relationship of Parties
As between PSE and City of Auburn, PSE will maintain full and complete control and
responsibility for the Customer Care Services and the performance thereof; provided,
however, the Customer Care Services contemplated herein will be subject to City of
Auburn's general rights of direction and must be approved in advance by City of Auburn.
Notwithstanding the foregoing, the Parties acknowledge and agree that they are dealing with
each other hereunder as independent contractors. Nothing contained in this Agreement will
be interpreted as constituting either Party as the joint venturer, agent, employee, ftanchisee or
partner of the other Party or as conferring upon either Party the power of authority to bind the
other Party in any transaction with third parties. Employees or contractors ofPSE are not
employees of City of Auburn and such employees are not entitled to any of the benefits City
of Auburn provides to its employees. PSE will be solely and entirely responsible for the acts
of its employees during the performance of this Agreement. All rights and obligations of the
Parties under this Agreement are intended to be several, not joint or, collective, and neither
Party will be jointly or severally liable for the acts, omissions or obligations under this
Agreement of the other Party.
Section 4.
Term and Termination
4.1
Contract Term, Renewal Term, Termination
The initial term of this Agreement will commence as of the date by which 1he
Customer Care Services described in Section 1 will be made available by PSE to City of
Auburn, such date to be not later than July 1, 2005, ("Effective Date") and, unless ,earlier
CUSTOMER CARE SERVICES AGREEMENT
PAGE)
terminated as provided in this Agreement, will expire on the first (1st) anniversary of the
Effective Date ("Contract Term"). After the Contract Term, this Agreement shall
automatically renew for consecutive one (I) year periods (each, a "Renewal Term"), unless
either Party provides to the other Party, not less than sixty (60) days prior to the expiration of
the then-current Contract Term or Renewal Term, written notice of termination of this
Agreement; provided, however, that no termination under this Section 4.1 will relieve either
Party from any of its obligations or liabilities incurred during the then-current Contract Term
or Renewal Term.
4.2 Termination Without Cause
Either Party may terminate this Agreement by giving the other Party not less than
sixty (60) days' prior written notice of termination, provided, however, that no termination
under this Section 4.2 will relieve either Party from any of its obligations or liabilities
incurred prior to such termination.
4.3 Termination for Breach or Default
If either Party commits a material breach of or default under this Agreement, then the
Non-Breaching Party may give the Breaching Party written notice of the breach or default
(including a statement of the facts relating to the breach or default and the provisions of this
Agreement that are applicable to such breach or default). Ifthe Breaching Party fails to cure
the specified breach or default within thirty (30) days after receipt of such notice (or such
later date as may be specified in such notice), then this Agreement will terminate.
Section 5.
Limitation of Liability & Damages
Except to the extent necessary to satisfy any liability for third-party cllaims
under Section 6, neither party's total liability (whether in contract, tort or otherwise)
with regard to this Agreement (including, but not necessarily limited to, any liability
arising out of any performance, nonperformance, breach or default under this
Agreement) will, in the aggregate, exceed the amount of Five Hundred Thousand
dollars $500,000.
Section 6.
Indemnification
6.1
By PSE
PSE will indemnify, defend, and hold City of Auburn harmless from any and all
losses, claims, actions, damages and expenses arising out of or resulting from, PSE's
negligence or willful misconduct under this Agreement except to the extent that such losses,
claims, actions, damages and expenses are caused by or arise out of the negligence of City of
CUSTOMER CARE SERVICES AGREEMENT
PAGE 4
Auburn. In the event that any suit based upon such losses, claims, actions, damagl:s, or
expenses is brought against City of Auburn, PSE upon notice of the commencement thereof,
will defend the same at its sole cost and expense, and if final judgment be adverse to City of
Auburn, or City of Auburn and PSE jointly, PSE will promptly satisfy the same.
6.2 By City of Auburn
City of Auburn will indemnify, defend, and hold the PSE harmless from any and all
losses, claims, actions, damages and expenses arising out of or resulting from City of
Auburn's negligence or willful misconduct under this Agreement except to the extent that
such losses, claims, actions, damages and expenses are caused by or arise out of the
negligence of PSE. In the event that any suit based upon such losses, claims, actions,
damages, or expenses is brought against PSE, City of Auburn upon notice of the
commencement thereof, will defend the same at its sole cost and expense, and if final
judgment be adverse to PSE, or City of Auburn and PSE jointly, City of Auburn will
promptly satisfy the same.
Section 7.
Subcontracting
PSE may not subcontract or delegate performance of the Customer Care Services to
any third party company without further authorization from City of Auburn. The City of
Auburn will not unreasonably withhold such authorization. Any such delegation or
subcontracting of performance of any of the Customer Care Services to a third party company
will not relieve PSE of its obligation to perform the Customer Care Services in accordance
with this Agreement.
Section 7.1
The City of Auburn may add third party clients for payment processing via PSE for
the term ofthis contract. New third party clients will comply with PSE standards for
processing. In addition, each new client will have a two thousand-dollar set up fee ($2,000)
with an on-going processing fee per item at the set rate as the City of Auburn for the term of
this agreement.
Section 8.
Notices
Any notice, request or other communication specifically provided for under this
Agreement will be provided in writing and will be delivered in person, by first-class U.S.
mail, stamped with the required postage, via facsimile, accompanied by confirmation of
receipt, or by express mail or similar form of overnight delivery, in each case propt:rly
addressed to the recipient specified below:
If to City of Auburn:
City of Auburn
25 West Main
Auburn WA 98001
Attn: Julie Sharkich
CUSTOMER CARE SERVICES AGREEMENT
PAGE 5
If to PSE:
Puget Sound Energy, Inc.
P.O. Box 90868
Bellevue, W A 98009-0868
Attn: ICS BOT -0 IH
Any notice, request or other communication delivered as set forth above will be deemed to be
effective upon receipt. Any Party may change its address specified in this section by giving
the other Party notice of such change in accordance with this section.
Section 9.
Force Majeure
Neither Party will be liable to the other for, or be considered to be in breach of or
default under this Agreement because of, any delay or failure in performance by sllch Party
under this Agreement to the extent such delay or failure is due to any cause or condition
beyond such Party's reasonable control, including, but not limited to, failure or threat of
failure of facilities or equipment; fire, lightning, flood, earthquake, volcanic activity, wind,
drought, storm and other acts of the elements; court order and act, or failure to act, of civil,
military or governmental authority; strike, lockout and other labor dispute; epidemic, riot,
insurrection, sabotage, war and other civil disturbance or disobedience; labor or material
shortage; and act or omission of any person or entity (other than such Party, its contractors or
suppliers or anyone acting on behalf of such Party). Each Party will exercise reasonable
diligence to overcome the cause of such delay; provided, however, that to the extent the cause
of such delay arises from any breach of, or failure by the other Party to perform any of its
obligations under this Agreement, the costs and expenses incurred by the Party that has
delayed or failed in its performance under this Agreement to overcome the cause of such
delay will be for the account of such other Party. Nothing contained in this Agreement will
be construed to require either Party to prevent or settle any strike, lockout or other labor
dispute in which it may be involved. Notwithstanding the foregoing, nothing in this
paragraph will apply to any delay or failure by either Party to pay any amounts due and owing
to the other Party pursuant to this Agreement.
Section 10.
Assignment
Neither Party will voluntarily assign or otherwise transfer any of its rights, interests or
obligations in, to or under this Agreement without the prior written consent of the other Party
(which consent will not be unreasonably withheld); provided, that either Party may assign or
otherwise transfer, without the prior written consent of the other Party, any of its rights,
interests and obligations in, to or under this Agreement to (a) a successor in operation of all
or substantially all of the properties of such Party or (b) any holder (or the trustee of any
holder) of the debt of such Party pursuant to the terms of a mortgage, trust, security
agreement, indenture or other instrument of indebtedness to which such Party and such
holder of debt (or such trustee) are parties, as security for bonds or other indebtedness of such
Party, past or future. Without relieving any Party from its obligations under this Agreement,
any successor or assignee of the rights of such Party under this Agreement (except for any
CUSTOMER CARE SERVICES AGREEMENT
PAGEl
holder of debt or trustee described above), whether by voluntary transfer, judicial or
foreclosure sale or otherwise, will be subject to all the provisions and conditions of this
Agreement to the same extent as though such successor or assignee were an original party
this Agreement, and no assignment or transfer of any rights under this Agreement will be
effective unless and until such assignee or transferee agrees in writing with the other Party to
assume all of the obligations of the assignor or transferor and to be bound by all of the
provisions and conditions of this Agreement. Neither the pledge, mortgage or grant of any
lien for security by any Party of its rights under this Agreement nor the execution of a pledge,
mortgage, security agreement, indenture or trust deed or a judicial or foreclosure sale made
thereunder will be deemed a voluntary transfer within the meaning of this paragraph. Subject
to the foregoing restrictions on transfer, this Agreement will be binding upon, inure to the
benefit of and be enforceable by the Parties and their respective successors, assigns and legal
representatives.
Section 11.
Non-Waiver
The failure of City of Auburn or PSE to insist upon or enforce strict perfOlmance of
any of the provisions of this Agreement or to exercise any rights under this Agreement will
not be construed as a waiver or relinquishment to any extent of its right to assert or rely upon
any such provisions or rights in that or any other instance; rather, the same will be and remain
in full force and effect.
Section 12.
Survival
The obligations ofthe Parties under Sections 3, 5, 6,12,13, 14, and all other
provisions of this Agreement that may reasonably be interpreted or construed as surviving the
completion, termination or cancellation of this Agreement will survive the completion,
termination or cancellation of this Agreement.
Section 13.
Severability
The invalidity or unenforceability of any provision of this Agreement will not affect
the other provisions hereof, and this Agreement will be construed in all respects as if such
invalid or unenforceable provisions were omitted. The headings of sections and the title of
sections of this Agreement are for convenience of reference only and are not intended to
restrict, affect or be of any weight in the interpretation or construction of the provisions of
such sections.
Section 14.
Rights Cumulative
The rights and remedies of each Party set forth in any provision of this Agreement are
in addition to and do not in any way limit any other rights or remedies afforded to such Party
bylaw.
CUSTOMER CARE SERVICES AGREEMENT
PAGE 2
..._-~........__._--~-¡--.._.
Section 15.
No Third Party Beneficiary
This Agreement will not be construed to create rights in, or to grant remedies to, any
third party as a beneficiary of this Agreement or of any duty, obligation or undertaking
established herein.
Section 16.
Governing Law
The obligations of each Party under this Agreement will in all respects, including all
matters of construction, validity and performance, be governed by and construed in
accordance with the laws of the state of Washington, without reference to any rules governing
conflict oflaws, except to the extent such laws may be preempted by the laws of the United
States of America.
Section 17.
Governmental Authority
This Agreement is subject to the rules, regulations, orders and other requirements,
now or hereafter in effect, of all regulatory authorities having jurisdiction over this
Agreement, the Parties or any of them, including, without limitation, the Washington Utilities
and Transportation Commission. All laws, ordinances, rules, regulations, orders and other
requirements, now or hereafter in effect, of governmental regulatory authorities that are
required to be incorporated in agreements of this character are by this reference incorporated
in this Agreement.
Section 18.
Jurisdiction and Venue
Neither Party will commence or prosecute any suit, proceeding or claim to enforce the
provisions of this Agreement, to recover damages for breach of or default in this Agreement,
or otherwise arising under or by reason of this Agreement, other than in the state ¡md federal
courts of the State of Washington. Both parties hereby irrevocably consent to the jurisdiction
of the courts of the state of Washington with venue laid in King County.
Section 19.
Amendment
No amendment or modification of any provision of this Agreement will b¡, valid
unless set forth in a written amendment to this Agreement. This Agreement may be amended
only with the express written consent of both of the Parties and no provision of this
Agreement will be varied or contradicted by any oral agreement, course of dealing or
performance or any other matter not set forth hereafter in a written agreement signed by both
of the Parties.
Section 20.
Entire Agreement
This Agreement constitutes, on and as of the date hereof, the entire agreement of the
Parties with respect to the subject matter of this Agreement and all prior understandings or
agreements, whether written or oral, between the Parties with respect to the subject matter of
CUSTOMER CARE SERVICES AGREEMENT
PAGEJ
I'
this Agreement are hereby superseded in their entireties. Each provision of this Agreement is
the product of negotiation between the Parties. Any rule of interpreting ambiguities against
the interests of the drafting party will not be applied in resolving any dispute over the
meaning of any provision of this Agreement or the intent of the Parties with respect to such
provision.
Section 21.
Counterparts
This Agreement maybe executed in any number of counterparts, each of which so
executed will be deemed to be an original, and such counterparts together will constitute one
and the same instrument. Once signed, any legible reproduction of this document made by
reliable means (for example, photocopy or facsimile) is considered an original.
In witness whereof, the Parties have executed this Agreement on the date first above
written.
City of Auburn
Puget Sound Energy, Inc.
By
By
Peter B. Lewis, Mayor
Its
Daniel B. Heid, City Attorney
CUSTOMER CARE SERVICES AGREEMENT
PAGE 4