SERVICE AGREEMENT TO PROVIDE PRINTING AND MAILING SERVICES (3)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 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 `d3'� day of��,��,n , 2012.
SECTION 1. Term
1.01 This Agreement shall become effective November 1, 2012, and shall remain in
effect through October 31, 2015 unless otherwise terminated as provided for
herein.
1.02 This contract will be for three (3) years 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 annually. 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 Delivers will provide to the City the printing and mailing services more
particularly described in E�ibit "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 Delivers 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 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 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 Delivers in writing, specifying in reasonable detail the
manner in which the City believes the Services to be deficient. Within five (5)
business days of such notification, TC Delivers shall either correct the
deficiencies or submit a comprehensive corrective action plan to the City for
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approval, which approval shall not be unreasonably withheld, conditioned or
delayed. TC Delivers' failure to correct the deficiencies or comply with such
corrective action within the time specified in the plan shall constitute 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 Management Reporting.
4.01 The City shall designate a"Contract Administrator" for this Agreement who will
serve as the liaison between TC Delivers and the City and shall be the authorized
agent of the City. TC Delivers 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 Delivers 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 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 Delivers 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 Delivers, at all reasonable
times during TC Delivers' normal business hours during the period in which TC
Delivers is required to maintain such records, for the purpose of verifying the
accuracy of the City billings or far 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.
5.03 The City will pay for, actual postage costs associated with the City mail. TC
Delivers will maintain a daily accounting of postage costs associated with
processing the City mail. At a minimum such accounting shall include beginning
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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 Delivers for the Utility mail and the Departmental mail to cover
ongoing postage expenses.
SECTION 6. Insurance
6.01 TC Delivers 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. Workers' Compensation Insurance in accordance with the laws of the
State of Florida, applicable to its employees, contractors, and
subcontractors, and
D. Employers' Liability in the amount of $100,000 each employee, each
accident, and $100,000 each employee/$500,000 policy limit for
disease, and which meets all state and federal laws. Coverage must be
applicable to employees, contractors, and subcontractors, if any.
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) (D).
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 Delivers shall 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 insurance throughout the term
of the Agreement with the City. When specifically 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
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 sha11 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 Delivers, 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 Delivers its employees,
subcontractors, or assigns, including legal fees, court costs or other legal
expenses. TC Delivers acknowledges that it is solely responsible for 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 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 sha11 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 Delivers to copy, use or 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 request or instructions of the
City.
7.04 TC Delivers ma.Ximum 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 Delivers acknowledges that in providing the Services hereunder it may have
access to confidential or proprietary information of the City, its affiliates or
clients. 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 Agreement and agrees to hold 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 confidentiality obligations 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 limitation loss of anticipated
profits, business opportunity or goodwill.
9.02 The City's maYimum liability for any claim of whatever nature or any obligation
hereunder to indemnify TC Delivers shall be limited to those amounts set forth in
Section 768.28, Florida Sta.tutes.
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 bankniptcy 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.
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 Delivers 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, ar 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 E�ibit may be amended or augmented only by the mutual written consent of
the parties. Any such amended E�ibit 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 DELIVERS
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By. �
Name: Kp•iJ I K 1/"�• .IN� c W, � Il 0 K
Title: � (�at, � ' �Q i�l e (�
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Countersigned:
�' �Q�o�4����C��f
George N. Cretekos
Mayor �
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Cc�.IT1110 SOiO.
Assistant City Attorney
, CITY OF CLEARWATER, FLORIDA
By: —�1`
William B. Horne II
City Manager
Attest:
Rosemarie Call
City Clerk
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SERVICES AGREEMENT
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 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 (.pd� or other electronic
format that the City may elect to use. The City shall electronically transmit to TC
Delivers files of utility bills to be printed that day. The city shall transmit such files to TC
Delivers by 12:00 p.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 Delivers.
b. TC Delivers 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 Delivers 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 Delivers shall separate printed bills that have been previously 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 outgoing 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), and one preprinted return envelope (#9) into preprinted Ciry 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 for 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 to 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 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 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 one
envelope and to prevent damage to and / or loss of bills or other types of errors.
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 proper postage, maximizing the most savings per piece, and
seal the envelope.
9. TC Delivers 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 Delivers 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 ruruiing
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 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 to the City upon
request.
Area II
Process and Mail City of Clearwater Outgoing Mail
TC Delivers 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:
Municipal Services Building
Customer Service Department
100 S. Myrtle Avenue,
Clearwater, FL 33756.
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2. Each month, TC Delivers 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 I.
3. TC Delivers will meter City Department Mail by weighing and applying correct postage.
4. TC Delivers shall barcode and sort City of Clearwater Department Mail through
Automated Sorting Systems to m�imize postage discounts.
5. Postal Classification will be first class mail.
6. TC Delivers 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 Delivers shall track City Department Mail costs and provide corresponding monthly
reports and invoices by the Sth 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
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 to
the City upon request.
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SERVICES AGREEMENT
Exhibit B
Prices
Service Fee:
Area I
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.
Fees are below:
Regular Statements including 24 lb. pre-printed form, standaxd printed OSWE, and business
reply $0.11 each
Final Notices and statements including 24 lb. Pre-printed form and standard OSWE
$0.093 each
Exception notices returned daily including 24 lb. Pre-printed form
$0.045 each
Area II
TC Delivers agrees to weigh, meter, report daily postage and pieces by department, comingle,
barcode and deliver the letter mail daily to the post office at a per piece price of $0.035.
TC Delivers in addition to weigh, meter, report daily, etc for Flat size mail pieces TC will presort
and barcode them for a fee of $0.12 giving the City an additional savings per piece based on
weight.
TC Delivers 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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