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HomeMy WebLinkAboutRES 15-296RESOLUTION NO. 15-296 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: THAT the City Manager be and he is hereby authorized to execute a one (1) year Production Agreement, with two (2) one (1) year renewal options, with DataProse, Inc., of Irving, Texas, for outsourcing the printing and mailing of water bills at an estimated cost of $267,694 per year. The agreement is substantially in the form attached hereto as Exhibit "A" and made a part hereof for all purposes. PASSED BY THE CITY COUNCIL of the City of Beaumont this the 15th day of December, 2015. 1W to U �m II� W 7� - ayor Beck Ames - X PRODUCTION AGREEMENT LAST UPDATED — WEDNESDAY, AUGUST 19, 2015 This Production Agreement ("Agreement') is made and entered Into by and between DataProse LLC, a Texas limited liability company ('DataProse'), and City of Beaumont, organized under the laws of Texas ('Client'). The effective date of this Agreement is the date last signed below ('Effective Date'). In consideration of the mutual promises and benefits contained herein, the parties hereby agree as follows: ARTICLE 1 SCOPE OF EB012UMON AGREEMENT. DataProse agrees to provide to Client goods and/or services as descried In Schedule 1.0 (the 'Goods and Services'), and Client agrees that DataProse shall be its exclusive provider of these Goods and Services during the term of this Agreement During the temp of this Agreement, the Client agrees to furnish data and documentation for, and DataProse agrees to produce a minimum monthly quantity of 43,000 statements ('Minimum Commitment'), based upon the rates and terms provided herein. In the event that the Client does not fulfill the Minimum Commitment, then Client shall pay to DataProse a minimum processing fee ('Minimum Processing 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 compensation for all Goods and Services provided by DataProse hereunder, Client agrees to pay DataProse according to rates set forth In Schedule 1.0. DataProse will provide an invoice to Client after each production run consisting 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. The prices charged by DataProse to Client for the Goods and Services listed in Schedule 1.0 will not be increased for a period of twelve (12) months from the Effective Date of this Agreement ('Pricing Period'), All DataProse prices are subject to Increase following this initial Pricing Period or any subsequent Pricing Period, upon written notice to Client. The rate of any price Increase shall not exceed ten percent (10%) at the completion of any Pricing Period. In the event Client cancels the Agreement as allowed under the provisions of this Agreement, then payment for all Goods and Services delivered and/or rendered between the cancellation notification date and the effective date of the cancellation shall be due concurrently upon delivery and/or rendering ofsuch Goods and Services. If Client is a city, county, municipality or other government entity and the compensation payable to DataProse under this Agreement is subject to future appropriation of funds; Client will notify DataProse at least thirty (30) days in advance of the completion date of each appropriation cycle during the term of this Agreemerd.3 ARTICLE 3 TERM. The initial tern of this Agreement shall commence as of the Effective Date, and shah continue for a period of not less than three (3) years, ending on the third anniversary of the effective date, unless terminated 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 at the end of the initial term or at the end of any succeeding one (1) year renewal term(s) by sending written notice of non -renewal to the other party no earlier than one hundred fifty (150), and no later than ninety (90), days before the expiration of the then current term. ARTICLE 4 POSTAGE. Client must maintain a permanent postage deposit in connection with this Agreement. Client shall deposit in advance with DataProse the initial sum specified an Schedule 2.0 as the permanent postage deposit. The amount required to be maintained on deposit with DataProse may be changed by DataProse on a periodic basis due to changes In Client's volume, postage usage, postal rates or payment history. Client will be notifted in writing and in advance If the deposit amount is changed. Upon termination of this Agreement, DataProse shall return the deposit amount to Client after payment for all Goods and Services and postage has been paid by the Client, If this Agreement is terminated due to default of Client, DataProse may apply any of Cllenrs funds It holds against any sum owed by Client to DataProse upon termination of this Agreement If Client fails to maintain the deposit at the required levels, or if Client fails to maintain current status of all invoices as described In article 2, or falls to notify DataProse that funds have been appropriated to meet Client's obligations under this agreement, DataProse may Immediately suspend its performance under this agreement and will hold Client's materials until the deposit is received. ARTICLE 5 EXPENSES. When Client has approved the amount of such costs and expenses in advance and in writing, Client will reimburse DataProse for costs and expenses associated with the delivery and performance of Goods and Services for Client, such as cost of travel, expenses associated with travel, freight, delivery service and other required supplies In connection with providing the DataProse Goods and Services associated with this Agreement. ARTICLE 8 TERMINATION. Client or DataProse may terminate this Agreement for an event of default committed by the other party and defined below If such default remains uncured (30) thirty days after written notice of the default from the party declaring the default has been received by the other party In accordance with Article 15. (1) Failure of Client to pay for all Goods and Services when due in accordance with the terms of this Agreement. In addition to other remedies provided by this Agreement and pursuant to law, DataProse has the right to withhold production and mailing of any further production cycles until Client's account is brought current. (2) Any other breach by Client or DataProse of a term or condition of this Agreement (3) Nan -Appropriation of funds by government entities if Client is a city, county, municipality or other government entity. If DataProse terminates this Agreement due to Client's default or the Client terminates this Agreement for any reason other than those specified In Article 3 or this Article a prior to satisfying its Minimum Commitment, Client agrees that it shall be liable to DataProse for any monthly Invoices that are unpaid by the Client at the time of such termination and any client -approved statement materials held In DataProse Inventory. ARTICLE 7 FORCE_ MAJEURE. Neither party shall be responsible for delays or failures in performance resulting from acts or occurrences beyond the reasonable control of such party, Including, without limitation fire, explosion, powerfailure, flood, earthquake or other act of God; war, revolution, civil 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 government or legal body; or labor unrest, Including without timitatlon, strikes, slowdowns, picketing or boycotts. In such event, the party affected shall be excused 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 shall likewise be excused 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. Pursuant to the Texas Government Code, each party agrees that any and all data, reports and documentation supplied by the disclosing party or Its affiliates or third parties on disclosing party's behalf, which are confidential shall be, subject only to the disclosure required for the performance of receiving party's obligations hereunder, held in strict confidence and shall not be disclosed or otherwise disseminated by receiving party without the consent of disclosing party, except as required by applicable law, regulation or legal proceeding. ARTICLE 9 WARRANTIES. DateProse shall provide all Goods and Services Ina good and first class workmanlike manner in accordance with the terms specifically set forth in Schedule I.C. The parties hereto agree that this Agreement is only for the Goods and Services. This warranty constitutes the only warranty with respect to the Goods and Services to be provided to Client and is in lieu of all other warranties, written or oral, statutory, express or implied, including, without limitation, the warranties of merchantability and the warranty of fitness for particular purpose. Except and expressly set forth In this Section 10, DATAPROSE EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH REGARD TO THE GOODS AND SERVICES, AND SUCH GOODS AND SERVICES WILL BE DELIVERED AND PERFORMED 'AS IS' AND 'WITH ALL FAULTS', ARTICLE 10 LIMITATION OF LIABILITY. The liability of DataProse with respect to any failure to provide the Goods and Services as required under this Agreement shall In each case be limited to the compensation paid to DataProse for the defective Goods and Services. DataProse IS NOT LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFIT OR INCOME, except where a claim is determined Io be covered by the applicable Insurance company. ARTICLE 11 GOVERNING LAW. This Agreement shall be governed by and construed, Interpreted and enforced In accordance with the laws of the state of Texas to the exduslon of Its conflict of laws provision. Venue and jurisdiction for all disputes shall be exclusively the State or Federal Courts of Jefferson County, Texas. ARTICLE 12 SEVERABILITY. If a court holds any provision of this Agreement to be Illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. ARTICLE 13 WAIVER: MODIFICATION OF AiREEMENT. 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 Client: DataProse: W it � � ` page 1 of 4 EXHIBIT "A" oaraprose° PRODUCTION AGREEMENT LAST UPDATED— WEDNESDAY, AUGUST 19, 2015 shall a waiver by either party in one or more instances be construed as constituting a continuing waiver or as a waiver In other instances. ARTICLE 14ON TICS. All notices must be in writing and if not personally delivered, be sent by facsimile, first class mail, nationally recognized overnight delivery service or by electronic mail. Mailed notices will be effective on the third day after mailing. Notice by personal delivery or delivery service will be effective when delivered. When sent by facsimile or electronic mail, notice will be effective on the day the transmission Is received by the recipient provided that (a) a duplicate copy of the notice is promptly given by overnight delivery, or (b) the receiving party delivers a written confirmation of receipt. Either party may change the address to which 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: DataProse 1122 W. Bethel Road Coppell, TX 75019 Attention: COO City of Beaumont 801 Main Street Beaumont, TX 77704 Attention: Patrick Bardweil, Purchasing Manager ARTICLE 15 ENTIRE AGREEMENT. This Agreement and its exhibits constitute the final, complete, and exclusive statement of the terms of the Agreement between the partles pertaining to the production of goods and services for Client by AataProse, and supersede all poor and contemporaneous understandings or agreements of the 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 forth in this Agreement ARTICLE 16 ATTORNEY FEES. In the event of any claim, dispute or controversy arising out of or relating to this Agreement. Attorney fees shall be controlled by the Texas Government Code. ARTICLE 17 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall Inure to the benefit of the successors and assigns of the parties hereto, provided that, Client shall not be permitted to assign Its rights or obligations under this Agreement without the express written consent of DataProse. Any such assignment in violation of the foregoing sentence shall be null and void. IN WITNESS WHEREOF, The parties hereto have caused this Agreement to be executed to be effective as of the Effective Date. DataPros/��C..e/ . j�,� Client: City of Beaumont, Beaumont, TX By: W AV -1 .-+ 4. `V l BY CEOrf Kyle Hayes Date: '°r z Title:City lylanacTer Date: Page 2 of 4 Client: DATAPROSE:k_/y_ M DATA�1 osL'` PRODUCTION AGREEMENT LAST UPDATED - WEDNESDAY, AUGUST 19, 2015 Schedule 1.0- Fees for Goods & Services -Based on the City of Elano Intpr(24gl Agreement dated 0212112015 Bill Package (Includes: data processing & simplex, 2 -color, laser Imaging, printed on 8.5x11 custom stock with printed $0.072 Per BIII static backer priced separately, perforated at 3.5' from bottom, 010 Wndow OE, single window RE, folding, inserting, presorting and delivery to USPS) Search & VlewBlil (Archlve Package Includes: data processing, archive creation, search, access & hosting of archive $0.01 Per Bill files for 12 months from creation date - Minimum Monthly fee - $160) NCOALink - Automated address update service $0.50 Per Address Correction N918111 (Includes: Internet bill presentment, 24x7 access to customer bills, hosted on DataProse servers, posting of $400.00 Per Month invoices, emall notlficaffon of bill availability to customer, payment facilitation) • Credit Card Transaction Fee $0.350 Per CC Transaction • ACH Transaction Fee $0.60 or 1.25% rvrte...re,ow� Per ACH Transaction Additional Impressions- Black Ink Only $0.035 Per Impression BIII Suppression (data processing only - Group Y & $0.05 Per BIII Oversize Surcharge (8-99 page bills - Group C) $0.20 Per BIII Oversize Surcharge (100+ page bills - Group D & E) $4.00 Per Bill Search & VlewBill Transmission Fee (CD or FTP - Shipping will be charged separately) $100,00 Per Transmission/CD Additional Inserts (Inserting tee / above and beyond what is Included In the Bill Package) $0.01 Per Insert Offline Folding (As requested) $0.006 Per Piece Basic Set up Fee (Standard Format and Reports) Not Applicable One Time Technical Services (Including additional set-up beyond standard, formatting or custom reports, conditional logic & $125.00 Per Hour Insert/forms composition) Freight, Courier & Air Delivery Cost Per Request Minimum Daily ProcessinglProductlon Fee $150.00 Per Day Postage 0 oz.) $0.406 Per Bill Schedule 2.0 - Permanent Postaae Deposit Permanent Postage Deposit (Based on two (2) months estimated volume - 86,000 x $0.406)$_ 34 9� (2 months Q A06) Schedule 3.0- Performance Guarantee DataProse will deliver Client's bills within an average of 24 hours from the applicable Determination Date (defined below). Such average time period will be determined by measuring the number of elapsed business days between each respective Determination Date and the date which 95% or more of the Client's bills were mailed for consecutive three (3) month period or a minimum of six (6) production cycles. Schedule 3.1 - Determination Date The 'Determination Date' is the date which data is received via electronic transmission if prior to 12:00 PM (Noon), Central Time. if data Is received after 12:00 PM (Noon), Central Time, the Determination Date is the business day Immediately following the date data is received. If data is received on a non -business day (weekend or national holiday) the Determination Date will be the next consecutive business day. Schedule 3.2 -Approval and/or Business Rule Excention If an Approval has been required by the Client and defined In the business rules for each production run, then the Determination Date will be set by the date and time of the Approval Instead of the receipt of data as defined above. As to any production run, the Performance Guarantee will not apply if Client has not provided all data and documentation necessary (as dictated by required business rules) to permit DataProse to produce the bills in a timely manner, or If Client fella to approve or report required changes to DATAPROSE In order to complete the work In a timely manner. C11ent: f7ataProse: W " M Page 3 of 4 Schedule 4.0 — Glossary of Terms PRODUCTION AGREEMENT LAST UPDATED — WEDNESDAY, AUGUST 19, 2015 Impression Laser Imaging of one side of one piece of paper. Each physical piece of paper can contain two (2) impressions. USPS United States Postal Service Laser Imaging The process where the appilcedon of dry toner (Ink) Is electro statically applied and bonded to a piece of paper. Simplex Laser Imaging of one (1) side of a piece of paper only. Duplex Laser Imaging of both (2) sides of a piece of paper, OE Outer Envelope — This envelope is used as the carrier mechanism for all information contained in a package to be mailed. RE Reply Envelope —This envelope is usually utilized by a customer to return Information/payment requested by on organization. Presorting The act of organizing mail according to the rules and regulations deflned by the USPS in order to achieve lower postage rates and increase deliverability of mall. Business Day Any day in which the USPS as well as the U.S. Federal Reserve 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. Additional Inserts Any item requested to be placed Into the mall container above and beyond (a) the bill and (b) the RE . Container One complete piece of mail packaged Into one OE. Electronic Transmission The act of sending data vie DataProse onlI ne utility, FTP or Modem Bill Data and other information pertaining to one (1) account number and usually in reference to one customer Group The term used by DataProse to define how bills are gathered & produced In order to maximize production capabilities. These groups are defined as follows: Group A — 1 ounce bills Group B — 2 ounce bills Group C — B-99 page bills Group D —100-499 page bills Group E — 600+ page bills Group I— International bills Group P — Pull bills (Pulled and returned to Account Manager for further action) Group X — Hold bills (combined and sent back to Client) Group Y — Online only bilis (Suppress from print only) Group Z — Suppress all Suppress or Suppression The act of excluding records or bills (based on Client defined criteria) that have been received in the Input data stream received from the Client tient: DataProse: VV I-- hA Page 4 of 4