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HomeMy WebLinkAbout3820 RESOLUTION NO.3 820 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 SERVICES BETWEEN THE CITY OF AUBURN AND DATAPROSE, INC FOR THE PURPOSE OF PROVIDING FOR AND MAINTAINING PRINTING AND MAILING 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 a Production Agreement between the City and DataProse, Inc. for the purpose of providing printing and mailing 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. Section 2. The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Section 3. This Resolution shall be in full force and effect upon passage and signatures heron. DATED and SIGNED this J.,}.J.- day of F~1'4 ,2005. CITY OF N ".--- '----./ PETER B. LEWIS MAYOR Resolution No. 3820 January 28. 2005 Page 1 of 2 ATTEST: CuJ:;i{J J i" ','}.L~~ Danielle Daskam, City Clerk APPROVED AS TO FORM: Resolution No. 3820 January 28, 2005 Page20f2 '.. ." ~ DATAprose PRODUCTION AGREEMENT Last updated: 1.26.2005 BILLING SOLUTIONS Smarter s= @} Better Results This Production Agreement (Agreement) is made and entered into as of the 1st day of May, 2005 (Effective Date), by and between DataProse, Inc., a california COrporation (DataProse), and the City of Auburn, WA, organIzed under the laws of WA (Client). In consideration of the mutual promises and beneftts oontalned herein, the parties hereby agree as follows: ARTICLE I SCOPE OF PRODUCTION AGREEMENT. DataProse agrees to provide to aient services defined In Schedule 1.0, and alent agrees that DataProse shall be Its exdusive provider of these goods and/or services during the term of this Agreement. During the term of this Agreement, the alent agrees to produce a minimum monthly quantity of 8,000 Invoices ("Minimum COmmitment") for a period of 12 months, based upon the rates and terms provided herein. In the event t.hat the alent does not fulfill the Minimum Commitment during any given month, or for the required period, then aient shall pay to OataProse a Minimum Processtng Fee in an amount that shall be calculated based upon the Minimum Commitment and the rates and terms provided herein. ARTICLE 2 COMPENSATION. In full and complete compensahon for all goods and/or services provided by DataProse hereunder, Client agrees to pay DataProse according to the rates set forth In Schedule 1.0. OataProse will provide an Invoice to alent after each production run conslstlng of the fees, as outlined In Schedule 1.0 and postage used. invoices are due upon receipt and will be considered past due If not paid within 30 days. A monthly late charge will be assessed on statements not paid within thirty (30) days. The late payment charge will be 1-1/2% per month applied to the Invoice amount unpaid (30) thirty days after billing to alent. The prices Charged by DataProse to Client for the services listed In Schedule 1.0 will not be Increased for a period of 36 months from the Effective Date of this Agreement ("Pticlng Pertod'~. Ail DataProse prtces are subject to Increase following this initial Prtdng Period or any subsequent Pticlng Partod, and upon wrttten notice to Oient. The rate of any price increase shall not exceed 10% at the completion of any pricing period. ARTICLE 3 UJlH. The Initial term of this Agreement shall commence as of the Eflective Date, and shall conhnue for three (3) years unless tenninated earlier In accordance with provisions found elsewhere in this Agreement. This Agreement shall renew itself for successive one (1) year terms unless written notice of cancellation Is received by one party from the other W a party exercises Its rtght to tennlnate the Agreement at the end of the Initial term or at the end of any sua:eedlng one (I) year renewal term{s) by sending written notice of non-renewal to the other party no later than thirty (30) days before the expiration of the amen! tenn. ARTICLE 4 POSTAGE. Dataprose will require that alent maintain a permanent postage deposit In connecl1on with this agreement, alent shaD deposit In advance with DataProse the Initial sum specified on Schedule 2.0 as the permanent postage deposit. The amount required to be deposited with DataProse may be changed by DataProse on a periodic basis based upon changes in alent's volume, postage usage, or payment history. alent will be notified In writing and In advance If the deposit Is changed. Upon termination of this Agreement, DataProse shall return the deposit amount to alent after payment for all Services an~ postage has been paid by the alent. If this Agreement Is terminated due to defau~ of Client, DataProse may apply any of alent's funds ~ holds against any sum owed by aient to DataProse upon termination of this Agreement. IF WENT FAILS TO MAINTAIN THE DEPOSIT AT"Tl-iE ADJUSTED LEVELS, OR IF CUENT FAIlS TO MAINTAIN CURRENT STATUS OF ALL INVOICES AS DESCRIBED IN ARTICLE 2, DATAPROSE MAY IMMEDIATELY SUSPEND ITS PERFORMANCE UNDER THIS AGREEMENT AND WILL HOLD CUSTOMER'S MAIL UNTIL THE DEPOSIT IS RECEIVED. ARTICLE S EXPENSES. Client will reimburse DataProse for costs and expenses assadated with the performance of services for alent, as requested by dleJ1t.. sum as cost of travel, expenses assodated with travel, freight, delivery servtce and other required supplies in connection with providIng the DataProse services associated with this Agreement. ARTIClE 6 TERMINATION. Client or Dataprose may terminate this Agreement for an event of default defined below If such default remains uncured (30) thirty days after written notice of the defau~ has been received from the party declaring the default. (I) Failure of alent to pay for all goods and/or services as provided In this Agreement. In addition to other remedies provided by this Agreement and pursuant to law, DataProse has the rtght to withhold production and mailing of any further production cycles until alent's account Is brought OJrrent. (2) Any other bread! by alent or DataProse of a term or condition of this Agreement. (3) Bankruptcy or insolvency of either party. If Oataprose terminates this Agreement In accordance with Artlde 6 hereIn, or the Client terminates this Agreement for any reason other than those spedfied In Article 6 prior to satisfying Its Minimum commitment, the alent agrees that it shall be liable to DataProse for liquidated damages C'Uquldated Damages") for Its earty tennlnalion, It being understood and agreed to by the parties that the measure of actual damages noted would be dtfficult to determine. The Uquldated Damages shall be an amount equal to the product of (a) the Minimum Commitment and (b) the sum of the number of months remaining In the current term of the Agreement and the number of J'n9f1t:hs that any Invoices remain unpaid by the alent, . ARTICLE 7 FORCE MAJEURE. Neither party shall be responsible for delays or failures In performance resulting from acts or OCQJrrences beyond the reasonabfe control of sum party, Including, without limitation: fire, explosion, power failure, flood, earthquake or other act of God; war, revolution, dvll commotion, terrorism, or acts of public enemies; any law, order, regulation, ordinance, or requirement of any government or legal body or any representative. of any such govemment or legal body; or labor unrest, Including without limitation, strikes, slowdowns, picketing or bOycotts. In such event, the party affected shall be exwsed from such performance (other than any obligation to pay money) on a day-to-day basis to the extent of such Interference (and the other party shalllikewtse be exwsed from performance of Its obligations on a day-to-day basis to the extent such party's obligations relate to the performance so Interfered with). ARTICLE 8 CONFIDENTIAlITY, DataProse agrees that any and all data, repofts and documentation supplied by Oient or Its affiliates orthlrd parties on alent's behalf, which are confidential and which are clearty designated as confidential, shall be, subject only to the disdosure required for the performance of DataProse's obligations hereunder, held In Sbict confidence and shall not be disclosed or otherwise disseminated by Dataprose without the consent of Client. ARTICLE 9 INOEMNIFICATlON. alent agrees to indemnify and hold DataProse harmless for any and all claims from any person, firm, or entity whatsoever that may arise In connection with alent's supplying to DataProse the data, reports or other documentation necessary to perform It3 duties under this Agreement, except that such Indemnification shall not extend to any dalms that result fram action by DataProse, Its officers, employees or agents or anyone acting on behalf of Data Prose If such action Is in violation of one or more terms of this Agreement ARTICLE 10 WARRANTiES. DataProse shall provide all goods and/or services In a good and first dass wol1<manllke manner in accordance with tt.e terms spedfically set forth In Schedule 1.0, The parties hereto agree that this Agreement Is only for the production of goods and/or services. THIS WARRANTY CON5TITlJTES THE ONLY WARRANlY WITH RESPECT TO THE GOODS AND SERVICES TO BE PROVIDED TO WENT. THE LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMlTATIO MERCHANTABILITY AND THE WARRANlY OF FITNESS FOR PARTICULAR PURPOSE. ARTICLE 11 LIMITATION OF LIABILITY. The liability of Data Prose with respect to any failure to proVide the g this Agreement shall in each case be limited to the compensation paid to DataProse for the defective goods or services. DATAP ~ DataProse: 0 DATAproseo BILLING SOLUTIONS PRODUCTION AGREEMENT Last updated: 1.26.2005 Smarter Staleme11tS' @} Better Results OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PRom OR INCOME, even if DalaProse has been advised of the posslbillty of such loss or damage. This provision will not be affected by DataProse's failure to correct any defect or replace any defective work product to Oient's satisfaction. alent has accepted this restriction on its right to recover consequential damages as a part of Its bargain with DataProse. alent acknowledges what OataProse charges for its goods and services would be higher If DataProse were required to bear responsibility for Client's damages. ARTICLE 12 GOVERNING lAW AND JURISDICTION. This Agreement shall be governed and interpreted In accordance with the laws of the state of california, without giving effect to the prindples of choice of laws of such state. The parties each consent to the jurisdiction and venue of the Superior Court of Ventura County, Ventura, California, as to any matters initiated In state court, and to the courts of the Central District of callfomia for any matters Initiated in federal court. ARTICLE 13 WAIVER: MODIFICATION OF AGREEMENT. No waiver, amendment or modification of any of the terms of this Agreement shall be valid unless in writing and signed by authorized representatives of both parties hereto. Failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of such rights, nor shall a waiver by eittler party In one or more Instances be construed as constituting a continuing waiver or as a waiver In other Instances. ARTICLE 14 .If.QIIg. All notices must be in writing and If not personally delivered, be sent by facsimi!eor by first class mail, or by electronic mall. NotI~ will be effective on the day when delivered, addressed to the other party at the address show in this Agreement. EIther party may d1ange the address to whld1 notices are to be sent by giving notice of such a change to the other party. Addresses for purpose of giving notice are as follows: If to DataProse: If to dient: DataProse, Inc. aty of Auburn, WA 1451 North Rice Avenue, Su~e A 25 West Main Street Oxnard, CA 93030 Auburn, WA 98001-4998 Attention: Chief Executive OffIcer Ms. Shelley Coleman ARTICLE 15 ENTIRE AGREEMENT. This Agreement and its exhibits constitute the final, complete, and exduslve statement of the terms of the agreement between the parties pertaining to the production of goods and services for alent by DataProse, and supercedes all prior and contemporaneous understandings or agreements of ttle parties. No party has been Induced to enter Into this Agreement by, nor Is any party relying on, any representation or warranty outside those expressly set forUl in this Agreement. ARTICLE 16 AnORNEY FEES. In the event of any dalm, dispute or controversy arisIng out of or relating to this Agreement, Including an action for declaratory relief, the prevailIng party In such action or proceeding shall be entitled to recover Its court costs and reasonable out-of-pocket expenses not limited to taxable costs, Indudlng but not limited to phone calls, photocopies, expert witness, travel, etc., and reasonable attorney fees to be fixed by the court. Such recovery shall Include court costs, out-of-pocket expenses and attorney fees on appeal, if any. The court shall determine who is the prevailing party, whether Or not the dispute or controversy proceeds to final Judgment. If either party Is reasonably required to Incur sud1 out-of-pocket expenses and attorney fees as.a resu~ of any dalm ar1slng out of or concerning this Agreement or any right or obligation derived hereunder, then the prevailing party shall be entitled to recover such reasonable out-of-pocket expenses and attorney fees whether or not action Is filed. ARTICLE 17 SUCCESSORS AND ASSIGNS. This Agreement shall be binding p parties hereto. The parties hereto execute this Agreement through their duly authorized offi 1'5, DATAPRQ , By: Date: l1tIe: If IlYtJ I!... . Paper Bill (Includes: data processing 8< simplex, 2-color, laser Imaging, 8.5xll at 3.5" from bottom, #10 double window env., #9 single window reply env., foldIng, Inserting, presorting and delivery to USPS) Search 8< V1ewBiII (Includes: data processing, pdf creation. search 8< access capabilities 8< hosting Of pdt files for 3 months from aeatlon data)-Optlon Additional Search 8< V1ewBIII storage beyond 3 months (As reQuested by c1lent)-OPlion V1ewBlII (Indudes: data processll1Q, pdt creation )-Optlon VlewBIII Transmission (Includes: ftp transmission to dient site OR fiies copied to CDROM)-Optlon NCOA UNK Service (Address Correction Service plus electronic report)-Oplion Additlonal Impressions-As Required for muitlplelmpression for bills Oversized Surchal'Qe (8-99 page bills Group C) Oversized Surcharge (100+ page bills Group D 8< E) Additional Inserts-supplied/folded Basic Set up Fee (CltyBiII or Standard Format and Reports) Technical Services (induding additional set-up beyond standard, formatting or custom reports, conditional loofc & Insert/forms comoosltlon)- after initial approval for start UP Freight Courter & Air Delivery Minimum Dally ProceSSing/Production Fee for dally counts of 150 statements or less y $0.135 $0.138 $0.14 $0.02 $0.005 $0.02 $100.00 $0.50 $0.035 $0.20 $4.00 $0.01 $0.018 $0.01 $250.00 $125.00 Cost $75.00 efit of ttle successors and assigns of the Otten above. Date: ,2./2.~JtJS- I ~ Per BilVlstyear Per BIIV211d year Per BilV3rd year Per Bill Per Statement Per Month Per Bill Per Transmlssion/COROM Per Address COrrection Per Impression Per Bill Per Bill Per Insert (up to 2) Per Insert (3 or more) Per Insert (3 or more years 28<3 Page 2 of 4 DataProse : . . DATAprose* PRODUCTION AGREEMENT Last updated: 1.26.2005 BILLING SOLUTIONS Smarter Statements (~ Better Results SchAdule 2.0 - Penn.nefti Postaae Denosit Pennanent Postage Deposll (Based on two (2) months estimated volume)- Actual Postage $5,350 (2 mos. Volume * .301) Schedule 3.0 - Performance Guarantee Dataprose will deliver clients bills within an average of one (1) Business Day after the applicable Detennlnation Date (as Defined herein). Such average time period will be determined by measuring the number of elapsed Business Days between each respective determination date and the date which a majority amount of the aient's bills were mailed for consecutive three (3) month period. The "Determination Date" Is the date which data Is received - either via electronic transmission eFTPormoclem) or hard copy media (tape or disk) If poor to 10:00 AM, local time. If data is received after 10:00 AM, local time, or not on the date of the agreed upon production schedule, the Delennination Dale Is the Business Day immediately following the date data is received. ~ DataProse. V ~,~ ~, DATAprose' BILLING SOLUTIONS PRODUCTION AGREEMENT Last updated: 1.26.2005 SmaTter S= @ Better Results Schedule 4.0 - GlftCle:llV of Tenns Impression Laser Imaging of one side of one piece of paper. Each physical piece of paper can contain two (2) impressions. USPS Un~ed Stales Postal Service Laser Imaging The process where the appllcatlon of dry toner (Ink) IS eledJo statically applied and bonded to a piece of paper. Simplex Laser Imaging of one (I) side of a piece of paper only. Duplex Laser Imaging of both (2) sides of a piece of paper. All statements processed as duplex will be charged for duplex Imaging whether or not there Is Information on the back page. DE Outer Envelope - This envelope Is used as the carner mechanism for all Information contained in a package to be mailed. RE Repiy Envelope - This envelope Is usually utilized by a customer to return information/payment requested by on organization. Preso~ng The act of organizing mall according to the rules and regulations defined by the USPS In order to achieve lower postage rates and Increase dellverablllty of mall. BusIness Day Any day In which the USPS as well as the U.S. Federal ResetVe are open for business. U.S. federal holiday All Holidays as defined by the U.S. Federal Reserve. 24x7 24 hours a day, 7 days a week. Add~lonal Inserts Any item requested to be placed Into the mail container above and beyond (a) the bill and (b) the RE. Container One complete piece of mail packaged Into one OE. Bill Data and other information pertaining to one (1) account number and usually In reference to one customer /~ Dal,Pro 0