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HomeMy WebLinkAbout3367 RESOLUTION NO. 3 3 6 7 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, KING COUNTY, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT FOR UTILITY BILLING CUSTOMER CARE SERVICES BETWEEN THE CITY OF AUBURN AND PUGET SOUND ENERGY, INC FOR THE PURPOSE OF PROVIDING FOR AND MAINTAINING PRINTING, MAILING AND LOCKBOX SERVICES FOR THE CITY'S UTILITY BILLING SYSTEM. THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, IN A REGULAR MEETING, DULY ASSEMBLED, HEREWITH RESOLVES AS FOLLOWS: Section :1.. 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 for the purpose of providing printing, mailing and 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. Section2. The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. /O~'~'ay I 2001. DATED and SIGNED this of Ju y, GITY OF AUBURN GHARLES A. BOOTH MAYOR Resolution No. 3367 3une 25, 2001 Page 1 ATTEST: Danielle Daskam, City Clerk APPROVED AS TO FORM: Michael J. Reynold~5 City Attorney Resolution No. 3367 3une 25, 2001 Page 2 AGREEMENT FOR CUSTOMER CARE SERVICES This Customer Care Services Agreement ("Agreement") dated as of June 20th, 2001, is made and entered into by and between Puget Sound Energy, Inc., a Washington corporation CPSE"), and City of Auburn, a municipal corporation of the state of Washington (the "City"). Each of PSE and the City is sometimes referred to in this Agreement as "Party"; both of PSE and the City are sometimes referred to in this Agreement together as "Parties." Recitals A. The City maintains a water distribution system and sewage collection system for its residents and commercial activities. B. PSE provides bill printing and mailing services and payment processing services (as more fully described in Section 1, "Customer Care Services") to municipal and private utilities. C. The City desires to purchase from PSE, and PSE desires to provide to the City, Customer Care Services, subject to the terms and conditions of this Agreement. Agreement PSE and the City therefore agree as follows: Section 1. Customer Care Services Subject to the terms and conditions of this Section 1, PSE will provide to the City, and the City will accept from PSE, Customer Care Services as follows: 1.1 Bill Printing and Mailing Services (a) Not more often than eight (8) times in any calendar month during the term of this Agreement, the City will provide to PSE an electronic data file, in such form as the Parties may mutually agree upon, containing the names, addresses, billing period, amount owed and other relevant billing information for the City's Customers. PSE will notify the City within twenty-four (24) hours of receipt of such data file. (b) Within two (2) business days after PSE's receipt of a data file referred to in Section 1. l(a) without fault, bug or other problem, PSE will print and mail to each of the City's Customers a billing statement containing the information set forth in such CUSTOMER CARE SERVICES AGREEMENT Resolution No. 3367 Exhibit "A" PAGE I data file regarding such Customer. The City will be responsible for any billings to Customers other than those provided by PSE pursuant to this Section 1.1. (c) PSE will print and mail to any Customer a past due payment notice, provided that the City delivers to PSE or its designee, detailed information, in such form as the Parties may mutually agree upon, regarding the applicable past due payment amount and any message or text desired by the City to be included with such notice. (d) The form of the statements to be used by PSE for billings and notices pursuant to this Section 1.1 will be consistent with PSE's standard design. The City will provide to PSE a camera ready logo. PSE will include with each statement a windowed envelope for remittance of payment. (e) The City will provide to PSE accurate and current addresses for each of the City's Customers. Any undeliverable bill will be returned to the City, at the City's cost and expense. (f) At the City's request, PSE will, at no additional charge to the City, include in each billing envelope (in addition to the payment remittance envelope) a single one-page Mail Insert, delivered to PSE by the City, designed in accordance with PSE specifications; provided, that: (i) a "Mail Insert" means one single-page insert measuring eight by ten inches, or less, to be included in the billing statement; (ii) if the weight of the Mail Insert causes the total weight of a billing envelope and contents to exceed one ounce (1 oz.), any additional charge for weight over one ounce (1 oz.) will be for the account of the City; and (iii) PSE will not be obligated to include with a statement for any billing period any Mail Insert or Additional Mail Insert provided to PSE or its designee less than two days prior to the end of such billing period. PSE will not be responsible for the printing of any Mail Insert. The City shall pay PSE for each Additional Mail Insert as set forth in Section 2.1. For the purposes of this Agreement, "Additional Mail Insert" means each page of any single- or multiple-page insert to be included in any billing statement other than the Mail Insert. (g) The City will be responsible for all postal charges in effect from time to time during the term of this Agreement. (h) PSE will protect the Customer information provided by the City to PSE pursuant to this Section 1.1 against any unauthorized use or disclosure as required by RCW 2.17 et.seq, the Public Records Act, and 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 (h) 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 CUSTOMER CARE SERVICES AGREEMENT Resolution No. 3367 Exhibit "A" PAGE 2 (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. 1.2 Payment Processing Services (a) On each working day during the term of this Agreement, PSE will receive all of payments made by Customers that are delivered to a caller box in the downtown Bellerue Post Office designated by PSE in the Customers' billing statements ("Caller Box"). (b) Within two (2) business days 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 the City in writing to PSE ("Remittance"). On the same day as PSE makes any such remittance, PSE will provide to the City 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 of total daily payment mounts received from Customers at the Caller Box and amounts remitted by PSE to the City's bank account pursuant to this Agreement. PSE will make a correct copy of such records available to the City upon the City's request. (d) During the term of this Agreement, PSE will send to the City daily by U.S. mail any payments by Customers that do not meet the electronic processing tolerances established by PSE and the City jointly. (e) At the City's written request, PSE will make available to the City, once every six (6) months, without warranty of any kind, a compact disc CCD") that contains electronic copies of all customer stubs and payment checks then received by PSE CCD Service"). The City shall pay PSE for the CD Service as set forth in Section 2.2. CUSTOMER CARE SERVICES AGREEMENT Resolution No. 3367 Exhibit "A" PAGE 3 Section 2. Compensation 2.1 Payment Amount - Bill Printing and Mailing Services (a) Durin~ Initial Term. As full compensation for PSE's providing the Bill Printing and Mailing Services of the Customer Care Services to the City during the Initial Term, the City will pay to PSE, on a monthly basis, the following amounts: (i) for each account bill page and each past due notice printed, an amount equal to eighteen cents ($0.18) ("Bill Rate"); and (ii) for each Additional Mail Insert, an amount equal to one cent ($0.01) ("Insert Rate"); and (iii) the amount charged for first class postage for each account bill mailing; and (iv) an initial set up fee for Bill Priming and Mailing Services equal to five hundred dollars ($500.00). The payments to be made by the City pursuant to clauses (a)(i) and (a)(ii) of Section 2.1 will be based on the number of account bill pages and past due notices printed and the number of Additional Mail Inserts included in each billing statement during that month by PSE on the City's behalf. The City will be responsible for the payment of any amounts charged by any billing vendor other than PSE to provide support for the Bill Printing and Mailing Services of the Customer Care Services. (b) Durin~ Renewal Tenn. As full compensation for PSE's providing the Bill Printing and Mailing Services of the Customer Care Services to the City during each Renewal Term, the City will pay to PSE, on a monthly basis, the following amounts: (i) for each account bill page and each past due notice printed, an amount equal to the product of (A) the Bill Rate in effect during the Initial Term or the immediately preceding Renewal Term, whichever is applicable, multiplied by (B) the annual Consumer Price Index in effect as of the commencement of the Renewal Term (assuming, for the purposes of this calculation, that the base year is the last year of the Initial Term) ("CPI"); and (ii) for each Additional Mail Insert, an amount equal to the product of (A) the Insert Rate in effect during the Initial Term or the immediately preceding Renewal Term, whichever is applicable, multiplied by (B) the annual CPI; and (iii) the amount charged for first class postage for each account bill mailing. CUSTOMER CARE SERVICES AGREEMENT Resolution No. 3367 Exhibit "A" PAGE 4 2.2 Payment Amount- Payment Processing Services (a) During Initial Term. As full compensation for PSE's providing the Payment Processing Services of the Customer Care Services to the City during the Initial Term, the City will pay to PSE, on a monthly basis, the following amounts: (i) for each account bill payment received by PSE for processing on the City's behalf, whether posted or returned to the City of Auburn, an amount equal to eighteen cents ($0.18) ("Processing Rate"); and (ii) an initial set up fee for Payment Processing Services equal to five hundred dollars ($500.00); and (iii) an initial set up fee for the CD Service, if any, equal to zero ($0.00) [CD Service Fee]. The payments to be made by the City pursuant to clause (a)(i) of Section 2.2 will be based on the number of account bill payments received during that month by PSE for processing on the City's behalf. The City will be responsible for the payment of any amounts charged by any billing vendor other than PSE to provide support for the Payment Processing Services of the Customer Care Services. (b) Durin~ Renewal Term. As full compensation for PSE's providing the Payment Processing Services of the Customer Care Services to the City during each Renewal Term, the City will pay to PSE, on a monthly basis, the following amounts: (i) for each account bill payment received by PSE for processing on the City's behalf, an amount equal to the product of(A) the Processing Rate in effect during the Initial Term or the immediately preceding Renewal Term, whichever is applicable, multiplied by (B) the annual CPI. 2.3 Payment Method The City will pay to PSE the amount of any invoice for the payment amounts referred to in Sections 2.1 and 2.2 within thirty (30) days after the date received of such invoice. Any payment not made when due will accrue interest at the rate of one percent (1%) per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. The City's payment of such late fees will not excuse or cure any breach or default for late payment. 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 CUSTOMER CARE SERVICES AGREEMENT Resolution No. 3367 Exhibit "A" PAGE 5 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 the City will pay all amounts payable under this Agreement in lawful money of the United States. 2.4 Taxes The City 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, exclusive of any taxes based on PSE's net income. Section 3. Relationship of Parties As between PSE and the City, 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 the City's general rights of direction and must be approved in advance by the City. 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, franchisee or parmer 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 of PSE are not employees of the City and such employees are not entitled to any of the benefits the City 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 Initial Term, Renewal Term, Termination The initial term of this Agreement will commence as of the date by which the Customer Care Services described in Section 1 will be made available by PSE to the City, such date to be not later than August 3 1st, 2001 ("Effective Date") and, unless earlier terminated as provided in this Agreement, will expire on the third (3rd) anniversary of the Effective Date ("Initial Term"). After the Initial Term, this Agreement shall automatically renew for consecutive one (1) year periods (each, a "Renewal Term"), tinless either Party provides to the other Party, not less than sixty (60) days prior to the expiration of the then-current Initial Term or Renewal Term, written notice of termination of this Agreement; provided, however, that no CUSTOMER CARE SERVICES AGREEMENT Resolution No. 3367 Exhibit "A" PAGE 6 termination under this Section 4.1 will relieve either Party from any of its obligations or liabilities incurred during the then-current Initial Term or Renewal Term. 4.2 Termination Without Cause Either Party may terminate this Agreement after the expiration of the Initial Term 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). If the 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 the term of this Agreement will terminate. If the City or PSE purports to terminate or cancel all or any part of this Agreement for the other Party's breach or default when the other Party is not in breach or default that would permit such termination or cancellation, such termination or cancellation will be deemed to have been a termination by the City or PSE, as the case may be, pursuant to Section 4.2 and the rights of the Parties will be determined accordingly. Section 5. Limitation of Liability 5.1 Limitation of Damages EXCEPT TO THE EXTENT NECESSARY TO SATISFY ANY LIABILITY FOR THIRD-PARTY CLAIMS UNDER SECTION 6, NEITHER PARTY WILL BE LIABLE TO THE OTHER, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR STRICT LIABILITY), OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT NECESSARILY LIMITED TO, LOSS OF PROFIT, REVENUE OR USE) ARISING OUT OF SUCH PARTY'S PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT, BREACH OR DEFAULT UNDER THIS AGREEMENT, OR THE USE OF, INABILITY TO USE OR RESULTS OF USE OF ANY ITEMS FURNISHED UNDER THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER CARE SERVICES AGREEMENT Resolution No. 3367 Exhibit "A" PAGE 7 5.2 Limitation of Liability EXCEPT TO THE EXTENT NECESSARY TO SATISFY ANY LIABILITY FOR THIRD-PARTY CLAIMS 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 TOTAL AMOUNTS PAYABLE BY THE CITY TO PSE UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTHS PRECEDING THE MONTH IN WHICH ANY SUCH LIABILITY IS FIRST ASSERTED. Section 6. Indemnification 6.1 By PSE PSE will indemnify, defend, and hold the City 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 the City. In the event that any suit based upon such losses, claims, actions, damages, or expenses is brought against the City, PSE upon notice of the commencement thereof, will defend the same at its sole cost and expense, and if final judgment be adverse to the City, or the City and PSE jointly, PSE will promptly satisfy the same. 6.2 By The City The City will indemnify, defend, and hold the PSE harmless from any and all losses, claims, actions, damages and expenses arising out of or resulting from the City'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, the City 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 the City and PSE jointly, the City will promptly satisfy the same. Section 7. Subcontracting PSE may subcontract or delegate performance of the Customer Care Services to any PSE subsidiary company without further authorization from the City. Any such delegation or subcontracting of performance of any of the Customer Care Services to a CUSTOMER CARE SERVICES AGREEMENT Resolution No. 3367 Exhibit "A" PAGE 8 PSE subsidiary will not relieve PSE of any obligations set forth in this contract nor any of its obligation to perform the Customer Care Services in accordance with 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 prope~y addressed to the recipient specified below: If to the City: City of Auburn 25 W Main Aubum, WA 98001 Atm: Finance Director If to PSE: Puget Sound Energy, Inc. P.O. Box 90868 Bellevue, WA 98009-0868 Attn: Purchasing Manager 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 such 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, lighming, 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 of any tier 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 CUSTOMER CARE SERVICES AGREEMENT Resolution No. 3367 Exhibit "A" PAGE 9 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 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 the City or PSE to insist upon or enforce strict performance 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 CUSTOMER CARE SERVICES AGREEMENT Resolution No, 3367 Exhibit "A' PAGE i0 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 of the 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 by law. 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 of laws, 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 CUSTOMER CARE SERVICES AGREEMENT Resolution No. 3367 Exhibit "A" PAGE 11 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 and 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 be 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 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 may be executed in any number of counterparts, each of which so executed will be deemed to be an original, and such counterpans 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. CUSTOMER CARE SERVICES AGREEMENT Resolution No. 3367 Exhibit "A" PAGE 12 In witness whereof, the Parties have executed this Agreement on the date first above written. 2~g~f 2 Inc City of Aubum Its '~o5~ao~ IF/c~r},~ ~c MayorCh~les Boo~ ~dd S~ c ~ e~~ A~ested~'~ ~ D~ Daskm, Ci~ Clerk Michael Reynolds, City Attorney CUSTOMER CARE SERVICES AGREEMENT Resolution No. 3367 Exhibit "A" PAGE 13