MANAGEMENT SERVICES AGREEMENT
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MANAGEMENT SERVICES AGREEMENT
This MANAGEMENT SERVICES AGREEMENT ("Agreement") is made as of the 16th day of
June, by and between Pitney Bowes Management Services, Inc. ("PBMS") a Delaware
corporation with its principal place of business at World Headquarters, Stamford, Connecticut
06926-0700, and City of Clearwater, with offices in ClealWater, Florida ("Customer").
SECTION 1. Term
1.01 This Agreement shall become effective as of the commencement date set forth in
Exhibit A (the "Commencement Date"), and shall remain in effect for a period of three
(3) years from such date, unless sooner terminated by Customer by giving PBMS thirty
(30) days written notice. Thereafter, unless notice of termination is given by either
party to the other party at least sixty (60) days prior to the end of the initial three (3)
year term, the term of this Agreement shall continue on a year-to-year basis until
terminated by either party by giving notice to the other party at least sixty (60) days
prior to the end of any subsequent one (1) year renewal term.
1.02 If the contract extends beyond the current fiscal year, which ends on September 30, the
contract shall be contingent upon the availability of funds appropriated for such
purposes in the City's annual budget for the next succeeding fiscal year.
SECTION 2. Agreement to Provide Services
2.01 PBMS will provide to Customer the management services detailed in Exhibit B, as may
be amended from time to time (the "Services'), in accordance with the terms and
conditions set forth herein. Prices for the provision of Services by PBMS are set forth in
Exhibit C (the "Prices").
SECTION 3. Services to be Provided
3.01 If this Agreement applies to more than one Service, the particular Service to be
performed, and the expected volumes associated with those Services are as set forth in
Exhibit B
3.02 Any material change to the Services, including reduction or increase in volumes, and
any associated change in the Prices, must be agreed to in writing by both parties.
Should any such material change occur, Customer and PBMS will enter into pricing
negotiations prior to implementing a rate change.
3.03 PBMS will furnish the supplies listed in Exhibit B necessary to perform the Services
hereunder.
3.04 Services shall commence on the Commencement Date or on such later date as the
parties may agree upon.
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3.05 PBMS will provide the Services during the hours specified in Exhibit A.
3.06 For a period to be mutually agreed upon by Customer and PBMS prior to the
Commencement Date, PBMS and Customer will coordinate all steps necessary for an
orderly transition of the Services to PBMS.
SECTION 4. Standards of Performance
4.01 All Services shall be performed in a manner consistent with standards of performance
set forth in Exhibit B (the .Standards of Performance") and in a manner that is skillful
and workmanlike.
4.02 In the event that PBMS 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 Customer's reasonable satisfaction, Customer shall notify PBMS.
Upon such notification, PBMS shall promptly take steps to correct or redo the work.
4.03 In the event PBMS consistently fails to substantially perform significant components of
the Services to Customer's satisfaction and such Services are not performed, in a
manner reasonably consistent with the Standards of Performance, Customer shall
notify PBMS in writing, specifying in reasonable detail the manner in which Customer
believes the Services to be deficient. Within five (5) business days of such
notification, PBMS shall either correct the deficiencies or submit a comprehensive
corrective action plan to Customer for approval, which approval shall not be
unreasonably withheld, conditioned or delayed. PBMS' failure to correct the
deficiencies or comply with such corrective action plan within the time spel;ified in the
plan shall constitute non-performance by PBMS. Customer shall then have the option
of terminating this Agreement, as set forth in Section 15.02.
SECTION 5. Personnel
5.01 PBMS will provide personnel required to perform the Services. PBMS shall be solely
responsible for the supervision, daily direction and control of its employees. In addition,
PBMS shall be responsible for payment of all compensation, benefits and employer
taxes relating to such persons (including workers' compensation and disability).
Furthermore, PBMS employees shall not be eligible for Customer's employee benefits.
5.02 Customer will grant PBMS personnel access to its common areas, including parking.
PBMS personnel will observe Customer's normal rules and regulations in effect from
time to time and at all times will conduct themselves in a professional and appropriate
manner.
SECTION 6. Contract Administration and Management Reporting
6.01 Customer shall designate a "Contract Administrator" for this Agreement who will serve
as the liaison between PBMS and Customer and shall be the authorized agent of the
Customer. PBMS will direct all questions regarding this Agreement to the Contract
Administrator and shall be fully protected in relying upon instructions from the Contract
Administrator.
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6.02 PBMS 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.
6.03 PBMS will provide activity reports to Customer within established time frames and in a
format mutually agreed upon by both parties.
6.04 PBMS shall maintain accurate records of all amounts billable to, and payments made by,
Customer under this Agreement in accordance with generally accepted accounting
principles. PBMS shall preserve all records for a period of two (2) years after the
termination of this Agreement. Customer shall have access to such records, upon prior
written request to PBMS, at all reasonable times during PBMS' normal business hours
during the period in which PBMS is required to maintain such records, for the purpose
of verifying the accuracy of Customer billings or for any other reasonable purpose.
6.05 The respective party will endeavor to give prior notice to the other party of any change in
the Contract Administrator or Site Manager.
SECTION 7. Facilities
7.01 As soon as practicable following execution of this Agreement, Customer shall furnish
PBMS, for each of the facilities at which the Services are to be performed hereunder: (i)
its rules and regulations; (ii) floor plan; (iii) office directory; and (iv) such other
information as is necessary or as PBMS may reasonably request for PBMS to perform
the Services hereunder.
SECTION 8. Prices and Payment Terms
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8.01 Prices for Services to be provided hereunder are set forth in Exhibit C and shall be billed
for as of the Commencement Date.
8.02 The Prices shall be subject to an annual increase as stated in Exhibit C.
8.03 All Prices and other charges provided for in this Agreement are exclusive of all federal,
state, municipal or other governmental excise, sales, use or similar taxes, which taxes
will be billed to Customer if required to be collected and remitted by PBMS. All other
taxes, including, but not limited to, personal property taxes, state and local privilege and
excise taxes based on gross revenue, and taxes based on or measured by PBMS' net
income, shall be paid by PBMS, unless the parties otherwise agree.
8.04 The monthly charges for mail services to be provided will be billed at the end of each
month in which such charges were incurred. Payment by Customer shall be subject to
F.S. 218.70 Florida Prompt Payment Act.
8.05 Customer shall directly pay PBMS $40.00 per month for postage meter rental.
SECTION 9. Insurance
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9.01 PBMS shall at all times during the term of this Agreement maintain the indicated levels
of the following types of insurance, with carriers that maintain a Best rating of A or
better.
A.
B.
C.
D.
E.
General Liability
Worker's Compensation
Employer's Liability
Automobile Liability
Employee Crime Liability
$4,000,000
Statutory
$2,000,000
$2,000,000
$5,000,000
9.02 PBMS shall fumish to Customer a standard form Certificate of Insurance naming
Customer as an additional insured under PBMS' general liability coverage with respect
to provision of PBMS' Services at Customer's Center(s). Such Certificate of Insurance
shall also provide that the insurer shall give Customer notice thirty (30) days prior to
cancellation of any policy referenced in the certificate.
SECTION 10. Indemnification
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10.01 Each party agrees to indemnify and hold harmless the oliier, its respective directors,
officers and employees, from all losses, claims 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,
employees or authorized representatives.
10.02 The party claiming indemnification under this Section 10 (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.
10.03 Customer shall be responsible for ensuring that it has appropriate rights to all materials
that it directs PBMS to copy, use or distribute and shall indemnify and hold harmless
PBMS, 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 Customer.
10.04 PBMS' maximum liability under this Section 10 is Iimit~d to those amounts set forth in
Section 12..
10.05 Customer's maximum liability under this Section 10 is limited to those amounts set forth
in Section 12.
SECTION 11. Confidentiality and Protection of Intellectual Property
11.01 PBMS acknowledges that in providing the Services hereunder it may have access to
confidential or proprietary information of Customer, its affiliates or of its customers or
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clients. PBMS agrees to use such information that is identified in writing by Customer
as being confidential or proprietary only to fulfill its obligations under this Agreement
and agrees to hold such information in confidence.
11.02 PBMS shall inform its employees, agents and independent contractors who require
access to information of Customer, its affiliates, or of its customers or clients in order
for PBMS to perform the Services hereunder of the confidentiality obligations set forth
above, and PBMS shall cause them to abide by such obligations.
11.03 Customer agrees that all confidential or proprietary information used or created by
PBMS to provide Services shall be and remain the property of PBMS, including
software, accounting systems (including, but not limited to, the COMET System), forms,
report forms and like material. Customer further agrees that it shall not use such
information for any purpose not directly related to the provision of Services by PBMS.
Customer also agrees that, upon termination of this Agreement, such proprietary
information shall be returned by Customer to PBMS.
11.04 Not withstanding the provisions of Section 11.03, the records and reports generated by
PBMS and delivered to Customer shall not be considered proprietary information and
may be retained by Customer.
SECTION 12. Limits on Liability
12.01 PBMS' liability hereunder for any claim of whatever nature shall be limited to a
maximum of the insurance amounts stated in Sectio? 9 if such claim is covered by
insurance, or to a maximum of $200,000 if such claim is not covered byJnsurance;
except that PBMS shall not be liable for more than One Hundred Dollars ($100) per
document, envelope or package in the event of physical loss, damage, or delay in
delivery.
12.02 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.
12.03 Customer's maximum liability for any claim of whatever nature or any obligation
hereunder to imdemnify PBMS shall be limited to those amounts set forth in Section
768.28, Florida Statutes of $100,000 for anyone person and $200,000 for anyone
incident or occurrence.
SECTION 13. Termination
13.01 PBMS shall have the right to terminate this Agreement immediately, at any time, if
Customer fails to make timely payment of any amount due hereunder, and such default
continues for a period of twenty (20) days after written notice of such default to
Customer.
13.02 In the event of substantial non-performance, as described in Section 4.03, Customer
shall have the right to terminate this Agreement with respect to the Center at which
such non-performance has occurred upon 60 day prior written notice. Such termination
shall be Customer's sole remedy for non-performance.
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13.03 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.
13.04 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 14. Force Majeure
14.01 Neither PBMS nor Customer shall be held 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 situation occurs,
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. If Services cannot
be resumed within a period of sixty (60) days after a force majeure situation ceases,
this Agreement shall automatically terminate at the end of such sixty 60 days, provided,
however, that in the event of a labor dispute the party whose employees are not
involved in the labor dispute may terminate this Agreement by givingiive(Stdays
written notice if such dispute has not ceased after fifteen (15) days.
SECTION 15. Exhibits
15.01 Any Exhibits attached hereto are specifically made a part of this Agreement.
15.02 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 16. Notices
16.01 All statements, notices and other communications to be given hereunder (other than
requests from Customer for Services) shall be in writing and, unless othelWise
provided, shall be deemed to have been duly given when delivered (i) in person, (ii)
three (3) days after deposited in the U.S. Mail, postage prepaid, properly addressed,
registered or certified mail, return receipt requested, to the address as set forth below,
or to such other address or addresses as may be designated in writing by notice given
to the other party pursuant to this paragraph or (iii) by facsimile.
For Production Mail, Folding and Inserting Services (only):
Thomas Caridi, General Manager
Pitney Bowes Management Services, Inc.
101 N Tryon Street, NC1-001-03-07
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Charlotte, NC 28246-0091
If to Customer:
City of ClealWater
Utility Customer Service
P.O. Box 4748
ClealWater, FL 34618
With a Copy to:
City of ClealWater
City Attorney's Office
P.O. Box 4748
ClealWater, FL 34618
SECTION 17. Governing law
17.01 The validity, interpretation and performance of this Agreement shall be governed and
construed in accordance with the Laws of the State of Florida. Regarding any litigation
arising out of this Agreement, the prevailing party shall be entitled to attorneys fees and
costs.
SECTION 18. Authority and Compliance with Laws
18.01 PBMS and Customer each represent and warrant that during the term of this Agreement
the following shall remain true statements as they apply to each party: That PBMS is a
corporation, and the City of ClealWater is a government municipality duly organized,
existing and in good standing under the laws of the state set forth on page one hereof.
It is duly qualified to do business in the state of its incorporation and every other
jurisdiction where such qualifications may be necessary, including each state in which a
Center will be located, and has all the necessary power and authority to make, execute,
deliver and perform this Agreement.
18.02 PBMS warrants that it does not and will not discriminate against any personnel because
of age, race, gender, sexual orientation, religion, creed, color, national origin, marital
status, veteran status or disability.
18.03 PBMS shall comply with the provisions of all applicable federal, state, county and local
laws, ordinances, statutes, rules, regulations, and license and permit requirements
applicable to it with respect to the Services provided under this Agreement including,
but not limited to, labor and employment law, immigration law, health and safety law,
and environmental law.
18.04 Customer shall comply with the provisions of all applicable federal, state, county and
local laws, ordinances, statutes, rules, regulations, and license and permit requirements
applicable to it with respect to the Services provided u~er this Agreement including,
but not limited to, labor and employment law, immigratJon law, health and safety law,
and environmental law. PBMS shall not be obligated t.o perform the services in
conditions it deems to be unsafe for its employees. ·
SECTION 19. Entire Agreement
19.01 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 20. Miscellaneous
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20.01 This Agreement shall be govemed and construed in accordance with the laws of the
State of Florida withOut regard to its conflicts of laws, rules or principles.
20.02 It is understood by PBMS and Customer that the relationship between the parties
hereunder shall at all times be that of independent contractors.
20.03 If any provision of this Agreement is held to be invalid or unenforceabJe, such invalidity
or unenforceability shall not invalidate this Agreement as a whole, but this Agreement
shall be construed as though it did not contain the particular provision or provisions held
to be invalid or unenforceable.
20.04 No waiver shall be deemed to be made by any party of any of its rights hereunder unless
the same shall be in a writing signed by the waiving party, and any waiver shall be a
waiver only with respect to the specific instance involved and shall in no way impair the
rights or the obligations of any party in any other respect at any other time.
20.05 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.
PITNEY BOWES MANAGEMENT SERVICES, INC.
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By:
Name: G. 1"/ C IlE/l7 / .
Title: V fJ ~~ /Cl~
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CITY OF CLEARWATER, FLORIDA Countersi
By: ~~ iZLc..0 . By:
. . aUt r. . tula Kfttfly 51<. ICe,
:r;.>Ie.e/m City Manager
By:
Approved as to form:
By: ~,.
Assistant City Attomey
Attest:
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MANAGEMENT SERVICES AGREEMENT
Exhibit A
Commence Date, Service and Hours
A. This agreement will commence on 6/16/97.
B. PBMS will assume responsibility for mail and insertion services of the City of
Clearwater Utility Department set forth in Exhibit A hereto located at the following
customer address:
City of Clearwater
Municipal Services Building
100 S. Myrtle Ave.
Clearwater F1 34618
c. All work will be prefonned at the PBMS facility located at:
4710 Eisenhower Blvd. ste. A6
Tampa fl 33634
D. The hours of operation will be 8:00 a.m. to 6:00 P.M., Monday through Friday.
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MANAGEMENT SERVICES AGREEMENT
Exhibit B
Sample Scope of Work and Measures
1. PBMS will be responsible for the pick up of the utility bills and notices on all requested
days and completed back into the posw stream on the sllI11e day. To accomplish this the
customer must affix a postal bar code on all the mail to be presorted and have the mail ready for
pickup by 11.00 am..
2. PBMS will fold, insert and seal the utility bills and notices.
3. To distinguish between Utility bills and Penalty notices the customer must separate the mail
in containers for pick-up and transport. PBMS will run the bills and notices separately.
4. Up to 4 additional inserts can be handled on both the inserting systems. One completed
envelope will be weighed before processing to determine correct postage.
5. City of Clearwater can request additional inserts by scheduling with at least 48 business hours
notice to PBMS.
6. Completed bills will be presorted along with other customers mail to maximize postal
discounts and the Post Office will be provided a computer manifest.
7. PBMS will presort the bills and notices with additional inserts to specific geographic zip code
areas. Bills or notices must be run in zip code order with a postal bar code affixed by the City
of Clearwater for PBMS to perfonn this task.
8. Completed bills will be run with other customers mail to maximize postal discounts and then
put into the postal stream that same day.
9. PBMS will store one months supply of envelopes (60,000) for the duration of this contraCt.
10. PBMS utilizes the Standards and Best Practices to insure that misfeeds do not happen and
bills do not become damaged or misplaced.
11. In the occurrence of a misfeed which destroys a utility bill or notice PBMS will correct the
situation by utilizing a courier service or faxing the damaged bill back to the appropriate
department for reprinting and then PBMS will courier it back for same day mailing.
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MANAGEMENT SERVICES AGREEMENT
ExhIbit C
Prices
Production Mail~ will be billed as follows
1. One page Utility bill and one return envelope , folded and inserted :$0.0325.
2. One page Utility bill and no return envelope,folded and inserted :$0.025.
3. Additional inserts: Each additional insert cost is $0.0075.
4. Encoding : per piece fee with no minimum quantity is $ 0.04.
S. A two page bill with one return envelope, folded and inserted: $0.04.
6. All pricing is subject to a 5 % annual escalation clause.
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; Clearwater
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From:
Kathy Rice, Acting City Manager ./ ~
Tom Mudano, Administrative Support Manager II 1.9"
Information Management Department - Technical Support Services
Jeff Harper - 1M Director, John Scott - Finance Assistant Director,
George McKibben - Purchasing Manager, John Carassas - Assistant City Attorney
Interoffice Correspondence Sheet
To:
CC:
Date:
June 18, 1997
Pitney Bowes Management Services Agreement
RE:
Attached are two original copies of a contract between the City of Clearwater and Pitney Bowes Management Services
(PBMS). This contract outlines the services to be provided to the City of Clearwater by PBMS. A summary of these
services is as follows:
Pitney Bowes Management Services will:
./ Pick up the City of Clearwater Utility Bills daily (excluding holidays) by 11:00am.
./' Fold, insert and mail the bills on the same day.
./' Notify the City via fax of any damaged bills, which can be prepared for next day pickup.
./' Invoice the City monthly for services
./ Provide appropriate reports to the City and the US Postal Service
The estimated cost of the contract is as follows:
Projected Projected
Monthly Annual
Description Quantity Rate Service Costs Service
Costs
Utility Bills 43,000 0.0325 $ 1,397.50 $ 16,770.00
Penalty 7,000 0.0250 $ 175.00 $ 2,100.00
Notices
$ 1,572.50 $ 18,870.00
Postage costs are expected to decrease utilizing PBMS by taking advantage of their automated mailing system.
The "Designated Contract Administrator" for the City will be me and the "Site Coordinator" for the utility bills will be
Barbara Hagen - Utility Finance Supervisor. We have set a date of July 7, 1997 for the contract and services to begin.
Once the service begins, I will be working with PBMS to expand the services to include sending out all other City mail
and providing mailing and inserting services for all departments special needs.
Thanks