SERVICE AGREEMENT TO PROVIDE PRINTING AND MAILING SERVICES (2)SERVICES AGREEMENT
SERVICES AGREEMENT ("Agreement") by and between Northeast II, Inc.,
DBA: TC Delivers, a Pennsylvania corporation ("TC Delivers") with its principal place
of business at 5610 West Slig,h Avenue, Suite 100 Tampa, FL 33634, and the City of
Clearwater, a municipal corporation of the State af Florida ("City"), having offices at 100
S. Myrtle Ave., Clearwater, FL 33756 is rnade and entered into as of the 10�- day of
�., 2011.
SECTION 1. Term
1.01 This Agreement shall become effective Novernber 1, 2011, and shall
remain in effect through October 31, 2012 unless otherwise terminated as
provided for herein.
SECTION 2. Agreement to Provide Services
2.01 TC Delivers will provide to the City the printing and mailing services
mare particulaxly 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
3.0Y All Services shall be per£ormed in a manner consistent with the standards
of performance as set forth in Exhibit "A".
3.02 In the event that TC Delivers does nat 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 Delivers. Upon such notification, TC
Delivers shall promptly take steps to correct or redo the work.
3.03 In the event TC Delivers consistently fails to substantially per%rm
significant components of the Services to the City's satisfaction and such
Services are not per%rmed in a ma►uler reasonably consistent with the
standards of performance, the City shall notify TC Delivers in writin�,
specifying in reasonable detail the manner in which the City believes the
Services to be deficient. Within five (S) business days of such
notification, TC Delivers shall either correct the deficiencies or submit a
comprehensive corrective action plan ta the City for approval, which
appraval shall not be unreasonably withheld, conditioned or delayed. TC
Delivers' failure to correct the de�ciencies or comply with such corrective
action within the time specified in the plan shall canstitute non-
performance by TC Delivers. The City shall then have the option of
terminating this Agreement, as set forth in Section 10 .
SECTION 4. Contract Administration and M�nagement Reporting.
4.01 The City shall designate a"Contract Administrator" for this Agreement
who wi11 serve as the liaison between TC Delivers and the City and shall
be the authorized agent af the City. TC Delivers wi11 direct all questions
regarding this Agreement to the Contract Administrator and shall be fully
protected in relying upon inst�ructions from the Contract Administrator.
4.02 TC Delivers shall designate a"Site Manager" for this Agreement. The
Site Manager will be in charg� of the day-to-day delivery of Services
hereunder and will be the point of contact far a11 operational issues that
aT15B.
4,03 TC Delivers will provide activity reports to the City within established
time frames and in format mutually agreed upon by both parties.
4.04 TC Delivers 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 D�livers shall preserve all
records for a period of two (2) years after the termination o:F this
Agreement. The City shall have access to such records, upon prior written
request to TC Delivers, at all reasonable times during TC Delivers' normal
business hours during the period in which TC Delivers is required to
maintain such records, �or 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 S. P�ices and Payment Terms
5_Q1 Prices far 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. 2l S.'�0 k'larida Prornpt Payment Act.
5.03 The City will pay for, actual postage costs associated with the City mail.
TC Delivers will maintain a daily accaunting 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 rat�s and daily ending postage balance. The
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City will maintain postage escrow accounts with TC Delivers for the
Utility m.ail and the Departmental mail to cover ongoing posta.ge expenses.
SECTION 6. Insurance
fi.pl TC Delivers shall furnish, pay far, 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 amaunt not less than $1,000,000.00 combined
single limit Badily Injury Liability and Property Damage
Li�bility.
B. Business Automobile Liability insurance in the amount of at
least $1,000,000, providing Bodily Injury Liability and
Prop�riy Darna�e Liability.
C. Florida Workers' Compensation Tnsurance applicable to its
employees, contractors, and subcontractars, including
Employers' Liability.
6.02 The City is to be specifically included as an additional insured oz� all
liability coverage described above, except th� insurance coverage
identified in paragraphs 6.01 (C).
6.03 All policies of insurance must be endorsed ta provide the City with thirty
(30) days notice of cancellation ar restriction.
6.04 TC Delivers sha11 provide the City with a certificate or certificates of
insurance showing the existence of the coverage required. TC Delivers
will maintain this coverage with a current certificate or certificates of
insura.nce thraughout the term of the Agreement with the City. When
specif cally requested by City in writing, TC Delivers will provide the
City with certified copies of all policies of insurance as required above.
New certificates and new certified copies of policies if certi�ied copies of
policies have been requested, sha11 be provided to the City whenever any
policy is renewed, revis�d or obtained from other insurers.
6.05 The address where such certificates and certified policies shall be sent or
delivered is as follaws:
City of Clearwater
Attention: Of�cial Records & Legislative Services
P.O. Box 4748
Clearwater, FL 33758-4748
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6.06 TC Delivears, shall defend, indemnify, save and hold the Ciry harmless
from any and all claims, suits, judgments and liability for death, personal
injury, bodily injury, ar property damage arising directly or �ndirectly
from any perfarmance under this Agreement entered into by the City and
TC Delivers its employees, subcontractors, or assigns, including legal
fees, court costs or other legal expenses. TC Delivers ackriowledges that it
is salely responsible far complying with the terms of the Agreement. TC
Delivers 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 hald harmless the other, its respective
directors, officers and exnplayees, from all losses, claim of losses,
damages and expenses (including withaut limitation court costs and
reasonable attorneys' fees) asserted against the indernnified party by third
parties and directly and proxirnately caused by the negligent acts or
omissions or misconduct of the indemnifying party, its af�cers, agents,
and employees or authorized representatives.
7.02 The party claiming in.demnification under this Section 7(the "indernnified
party") sha11 prarnptly notify the other pazry of such claim. The
indernnifying party shall have the right ta control the defense of the claim
including the right, with the consent of the indemnified party (which
cansent shall not be unreasonably withheld, conditioned or delayed), to
campramise or settle such claim. The indernniiied party shall participate
in such defense if requested to do so by the indemnifying party and shall
be reimbursed for its reasonable direct out-oi pocket expenses incurred as
a result of such participatian.
7.03 The City shall be responsible for ensuring that it has appropriate rights to
all materials that it directs TC Delivers to copy, use ox distribute and shall
indemnify and hold harmless TC Delivers, 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 xequest or instructions of the City.
7.04 TC Delivers maximum liability under Section � is limited to those
amaunts set forth in Section 9.
7.05 The City's maximum liability under Section 7' is limited ta thase amounts
set forth in Section 9.
SECTION 8. ConFdentiality and Protection of Intellectual Property
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8.01 TC Delivers acknowledges that in providing the Services hezeunder it may
have access to canfidential ar proprietary infarrnatian of the City, its
affiliates or clien.ts. TC Delivers 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 Agree�nent and agrees ta hald such
information in confidence.
8.02 TC Delivers shall inform its employees, agents and independent
contractors who require access to information of the City, its affiliates, or
clients in order for TC Delivers to perform the Services hereunder of the
co�dentiality abligations set forth above, and TC Delivers 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 liamitation
loss of anticipated profits, business opportunity or goodwill.
9.02 The City's maximunn liability for any clairn of whatever nature or any
obligation hereunder to indemnify TC Delivers shall be limited to
$10�,000 for any one persan and $200,OOQ for any one incident or
occurrence.
SECTIUN lU. Termination
10.01 In the event of substantial non-perfoxmance, as described in Section 3.03,
the City sha11 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 autamatically terminate in the event that
(a) a party hereto shall make a general assignment for the benefit o�
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 actian is nat disrnissed within thirty (30) days.
] �.03 Terminatian af 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.
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SECTION 11. Force Majeure
11.01 Neither TC Delivers nar the City shall be responsible or incur any liability
for any delay or failure in performance of any part af this Agreement to
the extent that such delay or failure results from causes beyond its control,
including but not limited ta fire, flood, explosion, war, labor dispute,
embarga, government requirement, civil or military authority, natural
� disasters, or other similar types af situations. If such situations occur, the
party delayed or unable to perform shall give prompt notice to the other
party and shatl 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
12.0 l Any Exhibits attached hereto are specif cally made a part of this
Agreement.
12.02 Any Exhibit may be aznended or augmented only by the mutual written
consent of the parties. Any such amended Exhibit sha11 be signed by both
parties hereto anc� 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 agreernents,
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 withnut the priar 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 DELIVERS
gy; f/� • G� � �
Name: I\et/i� W�• � ����'1 �l
Title: Ct`'�Q. K� f'cz ((MQ Vl0..q� �'
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Countersigned:
CITY OF CLEARWATER, FLORIDA
��.4P �i By:
Frank V. Hibbard
T ,f..�,....
Camilo A. Soto.
Assistant City Attorney
Attest:
� �. c�. �
William B. Harne II
City Manager
Rosemarie Call
City Clerk
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Exhibit A
Services
Area I:
Print, Process and Mail City of Clearwater Utility Bills
1. TC Delivers shall print the City of Clearwater regular utility bills, reminder natice
bills, final bills and reminder final bills each day, five (5) days per week (Monday
— Friday) excluding ten (10) City Holidays, upon receipt frarn the City of an
electronic file transfer of the bill irnages contained in a portable document format
(.pd� or other electronic %rmat that the City may elect to use. Th� City shall
electronically transmit ta TC Delivers files of utility bills to be printed that day.
The city shall transmit such fles to TC Delivers by 10:00 a.m. each day.
a. Utility bills shall be printed on pre-printed bill stock or othex City
approved, formatted stock. Bill stock shall b� supplied by TC Delivers.
b. TC Delivers shall print bills in a rnanner that will allow the bills to be
processed and postmarked and mailed the same day as printed.
c. TC Delivers shall prepare and tender daily a report that indicates the
- number oi 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 nat printed.
2. TC Delivers sk�all sepazate printed bills that have been previnusly identified by the
City to be returned to the City from the mail processing stream. TC Delivers shall
deliver these printed bills to the City the same day when TC Delivers picks-up the
autgoing City mail from the City facility as specified in Area II of this Exhibit.
3. TC Delivers shall fold and insert one regular utility bill, one insert (to be supplied
each month by the City), aa�d ane preprinted return envelope (#9) into preprinted
City envelope (# 10).
a. TC Delivers shall supply the preprinted return envelope (#9) and the
preprinted City envelope (# 10).
b. TC Delivers shall insert additional inserts that may be requested by the
City and targeted far special mailings. TC Delivers shall notify the City of
postage increases due to increased weight of the additional inserts. The
City will instruct TC Delivers how ta proceed.
4. TC Delivers shall fold and insert reminder notice (no envelope or other inserts
required) into preprinted City envelope (# 10).
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a. TC Delivers shall supply the preprinted City envelope (# 10).
5. TC Delivers shall fald 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 ane Direct Debit utility bill and one insert into preprinted
City envelape (1 p).
a. TC Delivers shall supply the preprinted return envelope (#9) and the
preprinted City envelope (#10).
6. TC Delivers shall use due diligence to prevent multiple bills from being inserted
into ane envelape and to prevent damage to and / ar lass of bills or other types of
errars.
7. TC Delivers 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 Delivers shall afFix the praper pastage, rnaxirnizing the most savings per
piece, and seal the envelope.
9. TC Delivers shall deliver all printed and processed Ciry utility bills, except those
bills that are to be r�turned ta the City, to the Post Office on the same business
day as printing and in time for same day mailing.
10. TC Delivers shall provide a monthly invoice by the iifth day of the following
month:
a. Invoice shall include the number o:f utility bills, �inal notices and
reminder final bi11s printed and mailed; the number of pieces processed
at each postage rate; the total postage; the running balance of the
postage escrow accaunt ta include the beginning rnonthly balance,
a�mounts received into escrow, amounts used, and tl�e nnonth ending
balance; and the total fees charged by the vendor. TC Delivers shall
generate and maintain records on a daily basis that support the totals
contained in the monthly invoice. Such records shall be made
available ta the City upan request.
Area II
Process and Mail City of Clearwater Outgoing Mail
1. TC Delivers shall pick up the City of Clearwater outgoing U.S. mail five days �er
week (Monday — Friday) excluding t�n (10) City Halidays between 2:00 p.m. and
2:30 p.m. from the followin� City facility:
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Municipal Services Building
Customer Service Department
100 S. Myrt1E Avenue,
Clearwater, FL 33756.
2. Each month, TC Delivers shall pick up attd store one (1) month supply af the
monthly utility bill insert to be inserted with the utility bills as specified in Area I.
3. TC Delivers will meter City Department Mail by weighing atid applying correct
postage.
4. TC Delirrers shall barcode and sart City of Clearwater Department Mail through.
Automated Sorting Systems to maximize postage discounts.
5. Postal Classification r�vill be first class mail.
6. TC Delivers shall procr�ss all City Department Mail and deliver to the Pastal
Service on the same day as picked up to ensure same day mailing.
7. TC Delivers shall track City Department Mail costs and provide carresponding
monthly reports and invoices by the Sth day of the following month.
a. The monthly report shall include: posta.ge usage by department code,
number of pieces sent by each department, the total postage charged to
each department, and the tot�1 vendar fees charged ta each department;
b. The monthly invoice shall include: the number of pieces processed at
each postage rate; the total posta�e; the running balance of the postage
escrow account to include the beginning monthly balance, amounts
received into escrow, amounts used, the manth ending balance; and the
total fees charged by the vendor. TC Delivers shall generate and maintain
records on a daily basis that support the totals contained in the monthly
invaice. Such r�cords shall be made available to the City upon request.
ITI]
SERV�CES AGREEMENT
Egbibit B
Prices
Service Fee:
Area T
TC Delivers 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 �f $0.11147 per itern plus applicable postage.
TC Delivers agrees to print and return the City of Clearwater Pull Bills at a per piece
price of $0.398 per item with no extra chazge for delivery.
Area II
TC Delivers agrees to weigh, meter, report daily pastage and pieces by department,
comingle, barcode and deliver the mail daily ta the post office at a per piece price af
$p.0303.
TC Delivers agrees to pick-up daily City Department mail at a price of $4.00 each day;
this fee will include pickang up any additional inserts from the City.
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