SERVICE AGREEMENT FOR PRINTING AND MAILING SERVICESSERVICES AGREEMENT
SERVICES AGREEMENT ("Agreement") by and between Northeast II, Inc.,
DBA: TC Specialties, a Pennsylvania corporation ("TC Specialties") with its principal
place of business at 5610 West Sligh Avenue, Suite 100 Tampa, FL 33634, and the City
of Clearwater, a municipal corporation of the State of Florida ("City"), having offices at
100 S. Myrtle Ave., Clearwater, FL 33756 is made and entered into as of the ma`y` day
of Oo66 t-, , 2009.
SECTION 1. Term
1.01 This Agreement shall become effective November 1, 2009, and shall
remain in effect through October 31, 2010 unless otherwise terminated as
provided for herein.
1.02 This contract will be for one (1) year with two (2) one (1) year extension
options. The City of Clearwater will accept an annual cost escalation in an
amount not to exceed the increase in the latest available 12 months as
published by the U.S. Government under the "All Goods and Services" of
the Consumer Price Index. The increase must be requested in writing at
the time of renewal. The "All Goods and Services" index is available by
phone or visit to the Reference Desk at any public library.
SECTION 2. Agreement to Provide Services
2.01 TC Specialties will provide to the City the printing and mailing services
more particularly described in Exhibit "A", ("Services"), as may be
amended from time to time, in accordance with the terms and conditions
set forth herein.
SECTION 3. Standards of Performance
3.01 All Services shall be performed in a manner consistent with the standards
of performance as set forth in Exhibit "A".
3.02 In the event that TC Specialties does not perform any component of the
Services in a manner that is substantially consistent with the standards of
performance and such Services are not performed to the City's reasonable
satisfaction, the City shall notify TC Specialties. Upon such notification,
TC Specialties shall promptly take steps to correct or redo the work.
3.03 In the event TC Specialties consistently fails to substantially perform
significant components of the Services to the City's satisfaction and such
Services are not performed in a manner reasonably consistent with the
standards of performance, the City shall notify TC Specialties in writing,
specifying in reasonable detail the manner in which the City believes the
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Services to be deficient. Within five (5) business days of such
notification, TC Specialties shall either correct the deficiencies or submit a
comprehensive corrective action plan to the City for approval, which
approval shall not be unreasonably withheld, conditioned or delayed. TC
Specialties' failure to correct the deficiencies or comply with such
corrective action within the time specified in the plan shall constitute non-
performance by TC Specialties. The City shall then have the option of
terminating this Agreement, as set forth in Section 10 .
SECTION 4. Contract Administration and Management Reporting.
4.01 The City shall designate a "Contract Administrator" for this Agreement
who will serve as the liaison between TC Specialties and the City and
shall be the authorized agent of the City. TC Specialties will direct all
questions regarding this Agreement to the Contract Administrator and
shall be fully protected in relying upon instructions from the Contract
Administrator.
4.02 TC Specialties shall designate a "Site Manager" for this Agreement. The
Site Manager will be in charge of the day-to-day delivery of Services
hereunder and will be the point of contact for all operational issues that
arise.
4.03 TC Specialties will provide activity reports to the City within established
time frames and in format mutually agreed upon by both parties.
4.04 TC Specialties shall maintain accurate records of all amounts billable to,
and payments made by, the City under this Agreement in accordance with
generally accepted accounting principles. TC Specialties shall preserve all
records for a period of two (2) years after the termination of this
Agreement. The City shall have access to such records, upon prior written
request to TC Specialties, at all reasonable times during TC Specialties'
normal business hours during the period in which TC Specialties is
required to maintain such records, for the purpose of verifying the
accuracy of the City billings or for any other reasonable purpose.
4.05 The respective party will give prior notice to the other party of any change
in the Contract Administrator or Site Manager.
SECTION 5. Prices and Payment Terms
5.01 Prices for Services to be provided hereunder are set forth in Exhibit "B".
5.02 The monthly charges for Services will be billed at the end of each month
in which such charges were incurred. Payment by the City shall be subject
to F.S. 218.70 Florida Prompt Payment Act.
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5.03 The City will pay for, actual postage costs associated with the City mail.
TC Specialties will maintain a daily accounting of postage costs associated
with processing the City mail. At a minimum such accounting shall
include beginning postage balance, number of pieces of City mail
processed at various postage rates and daily ending postage balance. The
City will maintain postage escrow accounts with TC Specialties for the
Utility mail and the Departmental mail to cover ongoing postage expenses.
SECTION 6. Insurance
6.01 TC Specialties shall furnish, pay for, and maintain during the life of the
Agreement with the City the following liability coverage:
A. Comprehensive General Liability insurance on an "occurrence"
basis in an amount not less than $1,000,000.00 combined
single limit Bodily Injury Liability and Property Damage
Liability.
B. Business Automobile Liability insurance in the amount of at
least $1,000,000, providing Bodily Injury Liability and
Property Damage Liability.
C. Florida Workers' Compensation Insurance applicable to its
employees, contractors, and subcontractors, including
Employers' Liability.
6.02 The City is to be specifically included as an additional insured on all
liability coverage described above, except the insurance coverage
identified in paragraphs 6.01 (C).
6.03 All policies of insurance must be endorsed to provide the City with thirty
(30) days notice of cancellation or restriction.
6.04 TC Specialties shall provide the City with a certificate or certificates of
insurance showing the existence of the coverage required. TC Specialties
will maintain this coverage with a current certificate or certificates of
insurance throughout the term of the Agreement with the City. When
specifically requested by City in writing, TC Specialties will provide the
City with certified copies of all policies of insurance as required above.
New certificates and new certified copies of policies if certified copies of
policies have been requested, shall be provided to the City whenever any
policy is renewed, revised or obtained from other insurers.
6.05 The address where such certificates and certified policies shall be sent or
delivered is as follows:
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City of Clearwater
Attention: Official Records & Legislative Services
P.O. Box 4748
Clearwater, FL 33758-4748
6.06 TC Specialties, shall defend, indemnify, save and hold the City harmless
from any and all claims, suits, judgments and liability for death, personal
injury, bodily injury, or property damage arising directly or indirectly
from any performance under this Agreement entered into by the City and
TC Specialties its employees, subcontractors, or assigns, including legal
fees, court costs or other legal expenses. TC Specialties acknowledges
that it is solely responsible for complying with the terms of the
Agreement. TC Specialties shall at its expense, secure and provide to the
City, prior to beginning performance under this agreement, all insurance
coverage as required.
SECTION 7. Indemnification
7.01 Each party agrees to indemnify and hold harmless the other, its respective
directors, officers and employees, from all losses, claim of losses,
damages and expenses (including without limitation court costs and
reasonable attorneys' fees) asserted against the indemnified party by third
parties and directly and proximately caused by the negligent acts or
omissions or misconduct of the indemnifying party, its officers, agents,
and employees or authorized representatives.
7.02 The party claiming indemnification under this Section 7 (the "indemnified
party") shall promptly notify the other party of such claim. The
indemnifying party shall have the right to control the defense of the claim
including the right, with the consent of the indemnified party (which
consent shall not be unreasonably withheld, conditioned or delayed), to
compromise or settle such claim. The indemnified party shall participate
in such defense if requested to do so by the indemnifying party and shall
be reimbursed for its reasonable direct out-of pocket expenses incurred as
a result of such participation.
7.03 The City shall be responsible for ensuring that it has appropriate rights to
all materials that it directs TC Specialties to copy, use or distribute and
shall indemnify and hold harmless TC Specialties, its officers, agents and
employees from and against any and all suits, actions, legal proceedings,
claims, demands, or costs arising from such copying, use or distribution at
the request or instructions of the City.
7.04 TC Specialties maximum liability under Section 7 is limited to those
amounts set forth in Section 9.
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7.05 The City's maximum liability under Section 7 is limited to those amounts
set forth in Section 9.
SECTION 8. Confidentiality and Protection of Intellectual Property
8.01 TC Specialties acknowledges that in providing the Services hereunder it
may have access to confidential or proprietary information of the City, its
affiliates or clients. TC Specialties agrees to use such information that is
identified in writing by the City as being confidential or proprietary only
to fulfill its obligations under this Agreement and agrees to hold such
information in confidence.
8.02 TC Specialties shall inform its employees, agents and independent
contractors who require access to information of the City, its affiliates, or
clients in order for TC Specialties to perform the Services hereunder of the
confidentiality obligations set forth above, and TC Specialties shall cause
them to abide by such obligations.
SECTION 9. Limits on Liability
9.01 In no event shall either party to this Agreement be liable to the other for
special, consequential or indirect damages, including without limitation
loss of anticipated profits, business opportunity or goodwill.
9.02 The City's maximum liability for any claim of whatever nature or any
obligation hereunder to indemnify TC Specialties shall be limited to those
amounts set forth in Section 768.28, Florida Statutes of $100,000 for any
one person and $200,000 for any one incident or occurrence.
SECTION 10. Termination
10.01 In the event of substantial non-performance, as described in Section 3.03,
the City shall have the right to terminate this Agreement upon 30 days
prior written notice.
10.02 In addition to all other rights or remedies provided for in this Agreement
or by law, this Agreement shall automatically terminate in the event that
(a) a party hereto shall make a general assignment for the benefit of
creditors, (b) a party hereto admits in writing its inability to pay debts as
they mature, (c) a trustee, custodian or receiver is appointed by any court
with respect to a party hereto or any substantial part of such party's assets,
or (d) an action is taken by or against a party under any bankruptcy or
insolvency laws or laws relating to the relief of debtors , including federal
Bankruptcy Act, and such action is not dismissed within thirty (30) days.
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10.03 Termination of this Agreement shall not relieve either party of the
obligation to pay any amounts due, or to give any credit due, for Services
rendered prior to the effective date of termination.
SECTION 11. Force Majeure
11.01 Neither TC Specialties nor the City shall be responsible or incur any
liability for any delay or failure in performance of any part of this
Agreement to the extent that such delay or failure results from causes
beyond its control, including but not limited to fire, flood, explosion, war,
labor dispute, embargo, government requirement, civil or military
authority, natural disasters, or other similar types of situations. If such
situations occur, the party delayed or unable to perform shall give prompt
notice to the other party and shall use its commercially reasonable best
efforts to resume Services, to the extent possible, as soon as practicable
after the cessation of the situation.
SECTION 12. Exhibits
12.01 Any Exhibits attached hereto are specifically made a part of this
Agreement.
12.02 Any Exhibit may be amended or augmented only by the mutual written
consent of the parties. Any such amended Exhibit shall be signed by both
parties hereto and attached hereto and shall be considered a part of this
Agreement.
SECTION 13. Entire Agreement
13.01 This Agreement supersedes all prior written or verbal agreements,
understandings and discussions between the parties. This Agreement
cannot be modified unless signed by the party against whom such
modification is sought to be enforced.
SECTION 14. Miscellaneous
14.01 This agreement may not be assigned without the prior written consent of
the other party, except that either party may assign this agreement to a
parent, subsidiary, affiliate, or successor to substantially all of the assets of
either party. Any purported assignment without consent shall be deemed
null and void and having no effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
TC SPECIALTIES
•
By: .?-
Name: _ he`P,m i SUK? ,
Title: _5 for
Countersigned:
CITY OF CLEARWATER, FLORIDA
v' By: l d?-
Frank V. Hibbard William B. Horne II
Mayor
Dved as t
Assistant City Attorney
Attest:
City Manager
Cy is E. Goudeau
Ci lerk
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SERVICES AGREEMENT
Exhibit A
Services
Area 1:
Print, Process and Mail City of Clearwater Utility Bills
1. TC Specialties shall print the City of Clearwater regular utility bills, reminder
notice bills, final bills and reminder final bills each day, five (5) days per week
(Monday - Friday) excluding ten (10) City Holidays, upon receipt from the City
of an electronic file transfer of the bill images contained in a portable document
format (.pdf) or other electronic format that the City may elect to use. The City
shall electronically transmit to TC Specialties files of utility bills to be printed that
day. The city shall transmit such files to TC Specialties by 10:00 a.m. each day.
a. Utility bills shall be printed on pre-printed bill stock or other City
approved, formatted stock. Bill stock shall be supplied by TC Specialties.
b. TC Specialties shall print bills in a manner that will allow the bills to be
processed and postmarked and mailed the same day as printed.
c. TC Specialties shall prepare and tender daily a report that indicates the
number of bills printed as well as an exception report that indicates the
number of bills not printed, the reason for not printing and which
identifies those bills that were not printed.
2. TC Specialties shall separate printed bills that have been previously identified by
the City to be returned to the City from the mail processing stream. TC Specialties
shall deliver these printed bills to the City the same day when TC Specialties
picks-up the outgoing City mail from the City facility as specified in Area II of
this Exhibit.
3. TC Specialties shall fold and insert one regular utility bill, one insert (to be
supplied each month by the City), and one preprinted return envelope (#9) into
preprinted City envelope (#10).
a. TC Specialties shall supply the preprinted return envelope (#9) and the
preprinted City envelope (#10).
b. TC Specialties shall insert additional inserts that may be requested by the
City and targeted for special mailings. TC Specialties shall notify the City
of postage increases due to increased weight of the additional inserts. The
City will instruct TC Specialties how to proceed.
4. TC Specialties shall fold and insert reminder notice (no envelope or other inserts
required) into preprinted City envelope (#10).
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a. TC Specialties shall supply the preprinted City envelope (#10).
5. TC Specialties shall fold and insert one reminder final bill or fire reinspection fee
statement and one preprinted return envelope (#9) into preprinted City envelope
(#10) or fold and insert one Direct Debit utility bill and one insert into preprinted
City envelope (10).
a. TC Specialties shall supply the preprinted return envelope (#9) and the
preprinted City envelope (#10).
6. TC Specialties shall use due diligence to prevent multiple bills from being
inserted into one envelope and to prevent damage to and / or loss of bills or other
types of errors.
7. TC Specialties shall reprint statements that are damaged during the inserting or
comingling processes, and shall insert such reprinted statements by hand and
place back into the mail stream.
8. TC Specialties shall affix the proper postage, maximizing the most savings per
piece, and seal the envelope.
9. TC Specialties shall deliver all printed and processed City utility bills, except
those bills that are to be returned to the City, to the Post Office on the same
business day as printing and in time for same day mailing.
10. TC Specialties shall provide a monthly invoice by the fifth day of the following
month:
a. Invoice shall include the number of utility bills, final notices and
reminder final bills printed and mailed; the number of pieces processed
at each postage rate; the total postage; the running balance of the
postage escrow account to include the beginning monthly balance,
amounts received into escrow, amounts used, and the month ending
balance; and the total fees charged by the vendor. TC Specialties shall
generate and maintain records on a daily basis that support the totals
contained in the monthly invoice. Such records shall be made
available to the City upon request.
Area II
Process and Mail City of Clearwater Outgoing Mail
1. TC Specialties shall pick up the City of Clearwater outgoing U.S. mail five days
per week (Monday - Friday) excluding ten (10) City Holidays between 2:00 p.m.
and 2:30 p.m. from the following City facility:
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Municipal Services Building
Customer Service Department
100 S. Myrtle Avenue,
Clearwater, FL 33756.
2. Each month, TC Specialties shall pick up and store one (1) month supply of the
monthly utility bill insert to be inserted with the utility bills as specified in Area 1.
3. TC Specialties will meter City Department Mail by weighing and applying correct
postage.
4. TC Specialties shall barcode and sort City of Clearwater Department Mail
through Automated Sorting Systems to maximize postage discounts.
5. Postal Classification will be first class mail.
6. TC Specialties shall process all City Department Mail and deliver to the Postal
Service on the same day as picked up to ensure same day mailing.
7. TC Specialties shall track City Department Mail costs and provide corresponding
monthly reports and invoices by the 5th day of the following month.
a. The monthly report shall include: postage usage by department code,
number of pieces sent by each department, the total postage charged to
each department, and the total vendor fees charged to each department;
b. The monthly invoice shall include: the number of pieces processed at
each postage rate; the total postage; the running balance of the postage
escrow account to include the beginning monthly balance, amounts
received into escrow, amounts used, the month ending balance; and the
total fees charged by the vendor. TC Specialties shall generate and
maintain records on a daily basis that support the totals contained in the
monthly invoice. Such records shall be made available to the City upon
request.
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SERVICES AGREEMENT
Exhibit B
Prices
Service Fee:
Area I
TC Specialties agrees to supply all envelopes and forms, process the data, laser print,
fold, intelligent insert, meter, co-mingle, barcode and deliver the utility bills daily to the
post office at a per piece price of $0.10822 per item plus applicable postage.
Area II
TC Specialties agrees to weigh, meter, report daily postage and pieces by department,
comingle, barcode and deliver the mail daily to the post office at a per piece price of
$0.0295.
TC Specialties agrees to pick-up daily City Department mail at a price of $4.00 each day;
this fee will include picking up any additional inserts from the City.
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