INFOSEND MASTER SERVICE AGREEMENTInfoSend Master Service Agreement
This Master Service Agreement ("Agreement") is entered into on July 1st, 2025 (the "Effective Date") by and
between City of Clearwater, a municipal corporation, having its main office at 100 S Myrtle Ave, Clearwater FL 33756-5520 ("Client")
and InfoSend, Inc., a California Corporation, having its main office at 4240 E. La Palma Avenue, Anaheim, California 92807 ("InfoSend").
Client and InfoSend are collectively referred to herein as the "parties" and individually as a "party."
In consideration of the mutual promises and upon the terms and conditions set forth below, the parties agree as follows:
1 Definitions
For the purposes of this Agreement, the following terms and
words shall have the meaning ascribed to them, unless the
context clearly indicates otherwise.
1.1 "Affiliate" means, with respect to a party, any entity
or person that, directly or indirectly, owns or is owned by
(whether in whole or in part), controls or is controlled by,
or is under common control with, such party.
1.2 "Agreement" shall refer to this Agreement, as
amended from time to time, which shall constitute an
authorization for the term of this Agreement for InfoSend
to provide the Services, described herein, to the Client.
1.3 "User(s)" shall mean a customer or employee of
Client accessing InfoSend hosted applications via the
Internet. Users of the System will agree to accept all the
terms and conditions herein, and may be issued a unique
User ID and/or password by InfoSend or Client.
1.4 "Services" shall include the performance of the
Services outlined in Section 2 and detailed in Exhibits A
and C of this Agreement.
1.5 "System" shall include all InfoSend hosted data and
software applications.
1.6 "Client Data" shall refer to all Client -supplied
computer data files that contain personally identifiable
information.
2 Services Provided by InfoSend
2.1 Scope of Services
Subject to the terms and conditions of this Agreement,
InfoSend, itself and/or through its Affiliate(s), shall
provide to Client, and Client shall purchase from InfoSend,
the services listed in Exhibit A ("Scope of Primary
Services") to this Agreement at the price set forth in
Exhibit B ("InfoSend Fees"). In the event Client requires
other consulting, installation, development and/or
customization services, InfoSend shall perform and Client
InfoSend MSA
Version 3.3
shall purchase such services in accordance with the
provisions of Exhibit C ("Professional Services") of this
Agreement.
2.2 Professionalism
InfoSend and Client shall operate in a professional manner
under this Agreement: in providing and receiving Services
under this Agreement, the parties will perform in a
manner consistent with that degree of care and skill
ordinarily exercised by members of the same profession
under similar circumstances.
2.3 Time of Performance of Services
InfoSend and Client acknowledge and agree that each
party will use reasonable diligence to perform their
respective obligations under this Agreement in a timely
manner.
3 License Grant and Restrictions
3.1 Grant of License
InfoSend agrees to provide to Users the right to use
software and the provision of Services, but in all cases only
in full and complete compliance with all of the terms and
conditions of this Agreement. Subject to the terms of this
Agreement, InfoSend hereby grants, and Client hereby
accepts, for the Term (as defined herein) of this
Agreement, a non-exclusive, non -transferable license to
access and use and to permit its Users to access and use
the System via the Internet (the "License").
3.2 License Restrictions
Client hereby agrees not to: (i) reproduce, download,
modify, create derivative works from, distribute, or
attempt to reverse engineer, decompile, disassemble, or
access the source or object code for, the System; (ii) use
the System, or any component thereof, in any manner
contrary to applicable laws or government regulations; or
(iii) otherwise affect or attempt to enable the
unauthorized use (with or without User ID and/or
password) of the System.
4 Privacy and Security
1iPage
4.1 Regulatory Compliance
InfoSend will maintain compliance with required Payment
Card Industry (PCI) Data Security Standards and
Cardholder Information Security Standards, applicable
rules and regulations of the Health Insurance Portability
and Accountability Act (HIPAA), and applicable sections of
the Gramm -Leach -Bliley Act of 1999.
5 Term & Termination
5.1 Term
The initial term of this Agreement shall commence on the
effective date of this Agreement and continue for a period
of three (3) years ("Initial Term") from the Effective Date.
This Agreement may be renewed for two (2)
successive two (2) year periods ("Renewal Terms") upon
mutual agreement of the parties.
5.2 Termination for Cause
This Agreement may be terminated for cause as follows:
(i) Material Breach
A material breach of this Agreement by either party
shall be cured within thirty (30) days after a party
notifies the other of such breach. For those breaches
which cannot reasonably be cured within thirty (30)
days, the breaching party shall promptly commence
curing such breach and thereafter proceed with
reasonable due diligence to substantially cure such
breach (the "Cure Period"). In the event that such
material breach has not been cured within the Cure
Period, the non -breaching party may terminate this
Agreement in its entirety, or as it pertains to a
particular Product, Deliverable, Service or
Professional Service, by providing the other party
with thirty (30) days' written notice as of a date
specified in such notice.
(ii) Failure to Pay
After sixty (60) days of nonpayment on undisputed
invoices, InfoSend may, at InfoSend's option,
terminate this Agreement in its entirety or as it
pertains to a particular Product, Deliverable, Service
or Professional Service, by giving written notice to
Client, as of a date specified in such termination
notice, pursuant to Section 6.3.
(iii) Insolvency or Bankruptcy
In the event that either party becomes or is declared
insolvent or bankrupt, is the subject of any
proceedings related to its liquidation, insolvency or
for the appointment of a receiver or similar officer for
InfoSend MSA
Version 3.3
it, makes an assignment for the benefit of all or
substantially all of its creditors, or enters into an
agreement for the composition, extension or
readjustment of all or substantially all of its
obligations, then the other party hereto may, by
giving written notice thereof to such party, terminate
this Agreement as of the date specified in such notice
of termination.
5.3 Upon Termination
Upon termination of this Agreement, the parties agree to
cooperate with one another to ensure that all accounts
receivable are accounted for. Upon termination, InfoSend
shall cease all Services provided hereunder, unless
otherwise directed by the Client in writing and assuming
all client fees remain current. Upon termination, Client
will promptly pay to InfoSend any and all charges due,
without offset, including but not limited to payables that
are due pursuant to this Agreement, accrued finance
charges, and the Discontinuance Fee set forth below,
where applicable.
5.4 Discontinuance Fee
The parties have mutually agreed upon the Fees for the
Services to be provided hereunder based upon volumes
Client has represented in Exhibit B, Section 2 and the Term
of this Agreement. Because of the impracticable or
extreme difficulty in ascertaining the actual damages to
InfoSend that would result from a termination of the
Agreement prior to the expiration of the then -current
term, Client agrees to pay a discontinuance fee to
InfoSend in the event that (i) Client terminates the
Agreement without cause prior to the expiration of the
then -current term; or (ii) the Agreement is terminated due
to a breach by Client prior to the expiration of the then -
current term.
The discontinuance fee will be equal to two (2) months of
the Client's average monthly billing for the previous six (6)
months of Service (excluding any postage charges and
professional services fees that were invoiced in that time
period). Client agrees to pay the discontinuance fee prior
to the effective date of such termination and in addition
to all other payables then due and owing to InfoSend. The
parties agree that the amount of the discontinuance fee is
a reasonable forecast of the just compensation for the
harm to InfoSend caused by an early termination of this
Agreement, and not a penalty.
5.5 Force Majeure
Neither party shall be liable, or deemed to be in default,
to the other for any failure or delay in performing an
2lPage
obligation under this Agreement to the extent that its
performance is delayed, impaired or rendered impossible
by an event beyond its control ("Force Majeure Event")
such as natural disasters, war, terrorist acts, riots, labor
strikes or shortages, civil disturbances, extra -ordinary
losses of utilities (including telecommunications services),
computer "hacker" attacks on internet infrastructure,
regulatory restrictions, change in law or regulation or
other acts of government authority, including civil and
military authorities and courts, fuel or energy shortages,
transportation stoppages or slowdowns, the inability to
procure parts or raw materials, pandemics, supply -chain
issues which causes a substantial increase in costs or
decrease in availability of materials necessary for InfoSend
and/or its Affiliate(s) to perform services under this
Agreement, and/or acts or omissions of common carrier.
These causes will not excuse Client from paying previously
accrued payables due to InfoSend through any available
lawful means acceptable to InfoSend.
6 Invoicing and Payments
6.1 Invoicing
InfoSend will invoice Client monthly and Client will pay
InfoSend the fees described in and/or computed in
accordance with Exhibit B (InfoSend Fees). Client
payment of these invoices is due upon receipt in U.S.
dollars and shall be paid NET 15 unless expressly agreed
to by InfoSend.
6.2 Dispute of Invoice
Should Client dispute any invoices, it must do so in writing
within sixty (60) days of the invoice date with specific
details as to the matters in dispute or any dispute shall be
deemed waived.
6.3 Late Payments
InfoSend may elect to assess finance charges on any or all
undisputed invoices that become past due at a rate of
1.5% per month.
The recurring nature of InfoSend's Services result in a
rapid rise in financial loss to InfoSend if a Client's accounts
payable process is delayed, particularly when InfoSend is
invoicing Client for postage charges. Therefore, InfoSend
reserves the right to suspend Services until payments are
brought current if past due account balances cannot be
collected from Client. InfoSend's Accounting staff will
notify Client in writing before Services are suspended and
give Client an opportunity to bring the account current
before Services are put on hold. Should a hold be
InfoSend MSA
Version 3.3
instigated, it will immediately be removed once the
account is brought current.
7 Communications
7.1 Notices
Any notice hereunder must be in writing and sent by
overnight courier service (such as FedEx or UPS), or USPS
certified mail, all with delivery signature requested, to the
other party hereto at the respective address set forth
below:
To Client:
C/O (Department): Procurement Division
Address: City of Clearwater
100 S Myrtle Ave, 3rd Floor
Clearwater FL 33756-5520
To InfoSend:
C/O: President
Address: 4240 E. La Palma Avenue
Anaheim, CA 92807
Notice shall be deemed to have been given and received
one (1) business day after being sent via overnight courier
service, or three (3) business days after being mailed by
USPS certified mail. Each party may update its address or
email address by providing written notice to the other
party of such change in accordance with this section.
8 Intentionally Omitted
9 Representations & Warranties
9.1 InfoSend Representations and Warranties
InfoSend represents and warrants that it has the legal
power and authority to enter into this Agreement and that
Services will be provided in a professional and
workmanlike manner.
InfoSend warrants that the Services will materially
perform the functions that the Client has selected under
normal use and circumstances and that InfoSend shall use
commercially reasonable measures to protect Client Data
to the extent that it retains such data in the operation of
the Services. Provided that Client gives InfoSend written
notice of failure to meet the foregoing warranty within
sixty (60) days following delivery of any Services, or as
otherwise specified in a Statement of Work ("SOW"),
InfoSend warrants that it will use commercially
reasonable efforts to correct any Services that fail to
comply with the foregoing warranty. If there is no notice
3IPage
by Client within sixty (60) days following delivery of any
Services, or as otherwise specified in a Statement of Work
("SOW"), it shall be deemed Client has accepted the
Services and waived any claims to the otherwise.
9.2 Client Representations and Warranties
Client represents and warrants that it has the legal power
and authority to enter into this Agreement and provide to
InfoSend all information and data necessary for InfoSend
to perform the Services. Client further warrants that it will
comply with all laws, regulations, and compliance
requirements applicable to Client's and User's activities
covered by this Agreement.
9.3 Warranty Disclaimer
Except as expressly set forth in Section 9.1 above, InfoSend
disclaims all other representations or warranties, express
or implied, made to Client or any other party, including
without limitation, any warranties regarding quality,
suitability, merchantability, fitness, for a particular
purpose or otherwise of any services or any good provided
incidental to the Services provided under this Agreement,
to the extent permitted by applicable law.
InfoSend and its licensors and payment processors do not
represent or warrant that (i) the use of the Services will be
uninterrupted or error free, or operate in combination
with any other hardware, software, system or data; or (ii)
the Services will not delay in processing or paying to the
extent such delay is caused by things outside the control of
InfoSend. Services may be subject to the limitations,
delays, and other problems inherent in the use of the
Internet and electronic communications. InfoSend is not
responsible for any delays, delivery failures, or other
damage resulting from such problems.
In performing the Services, InfoSend is responsible for
producing for print or online display the content that
Client provides to InfoSend. InfoSend is not responsible
for reviewing the content for spelling or typos, nor is
InfoSend responsible for verifying the accuracy or legality
of the content. It is Client's sole responsibility to verify
that the content that InfoSend's applications will produce
on Client's behalf is appropriate for distribution.
9.4 Inbound Communication Services Disclaimer
InfoSend Inbound Communication services are intended
to receive communications and data from clients to
facilitate the performance of InfoSend Services. While the
inbound services have been created with certain available
tools and practices, they are dependent on infrastructure
InfoSend MSA
Version 3.3
that is inherently not fail -proof, including but not limited
to infrastructure such as United States Postal Service
("USPS") delivery standards, software, computer
hardware, network services, telephone and SMS services,
and email. Examples of situations that could cause failure
include but are not limited to: USPS failure to deliver,
down phone lines, all lines busy, equipment failure, email
address changes, and Internet service disruptions. Client
acknowledges that it is aware of the potential hazards
associated with using such infrastructure and will be
responsible for ensuring InfoSend is in receipt of any
communication or data destined for InfoSend. Client
releases InfoSend from any and all liability that results
from an unsuccessful communication or data transfer to
InfoSend, one which does not produce a confirmation
receipt from InfoSend.
9.5 Outbound Services Disclaimer
InfoSend Outbound Communication services are intended
to create additional methods of communication for clients
in support of existing processes. These services are not
intended to replace all interaction with clients' end users
or employees. While the outbound services have been
created with certain available tools and practices, they are
dependent on infrastructure that is inherently not fail -
proof, including but not limited to infrastructure such as
United States Postal Service ("USPS") delivery standards,
software, computer hardware, network services,
telephone and SMS services, and email. Examples of
situations that could cause failure include but are not
limited to: USPS failure to deliver, down phone lines, all
lines busy, equipment failure, email address changes, and
Internet service disruptions. For this reason, while
outbound services are valuable in providing enhanced
communication, they are specifically not designed to be
used as the sole method to deliver critical messages.
Client acknowledges that Client is aware of the potential
hazards associated with relying on an automated
outbound service feature when using InfoSend services.
Client agrees that it is giving up in advance any right to
make any claim against InfoSend, and that Client forever
releases InfoSend from any and all liability caused by (a)
any failed USPS delivery; (b) any failed email delivery; (c)
any failed SMS or call attempts (including excess of calls
over and above network or system capacity), incomplete
calls, or any busy -outs; or (d) any failure to transmit,
obtain or collect data from callers or for human and
machine errors, faulty or erroneous input, inarticulate
caller communication, caller delays or call lengths
exceeding estimated call lengths or omissions, delays and
losses in connection with the Services provided
hereunder. Such release shall include instances where
4IPage
10
Client, Client's employees, or Client's end user suffer
injury or damage due to the failure of outbound services
to operate, even though InfoSend may know or suspect
what or how extensive those injuries or damages might
be, unless such losses were directly attributable to
InfoSend's gross negligence or willful misconduct.
Insurance
10.1 InfoSend's Insurance Provisions
InfoSend will maintain the following minimum insurance
levels during the Initial Term of this Agreement and any
Renewal Terms:
• Commercial General Liability coverage in the amount
of $1,000,000.00 per occurrence and $2,000,000.00
in aggregate.
• Automobile Liability Insurance coverage in the
amount $1,000,000.00 per occurrence.
• Umbrella Liability Insurance in the amount of
$5,000,000.00 per occurrence and in aggregate.
• Worker's Compensation Insurance with at least the
minimum coverage amounts required by law.
• Errors & Omissions Insurance with a $5,000,000.00
coverage limit.
11. Indemnification & Limitation of Liability
11.1 Indemnification
InfoSend is a service provider. As such, Client
acknowledges that data processing involves the risk of
human and machine errors and that InfoSend shall not be
liable for any errors, omissions, delays or losses.
Subject to the limitations of Section 768.28, Florida
Statutes or the value of this Agreement, whichever is less,
Client agrees to protect, indemnify, and hold InfoSend
harmless from and against any liability, costs, damages,
and expenses attributable to Client's failure to comply
with the terms of this Agreement or Client's sole
negligence. Nothing herein shall be construed as consent
by Client to be sued by third parties, or as a waiver or
modification of the provisions or limits of Section 768.28,
Florida Statutes or the Doctrine of Sovereign Immunity.
11.2 Limitation of Liability
In no event shall InfoSend, or its Affiliate(s) be liable for
indirect, special or consequential damages even if
InfoSend has been advised of the possibility of such
potential claim, loss or damage. The foregoing limitation
InfoSend MSA
Version 3.3
of liability and exclusion of certain damages shall apply
regardless of the success or effectiveness of other
remedies. The aggregate liability of InfoSend and its
Affiliate(s) arising from or relating to this Agreement for
any claim shall be limited to the fees that InfoSend
received from Client in the preceding twelve (12) months
prior to the accrual of the claim.
12 General
12.1 Independent Contractor
Client and InfoSend agree and understand that the
relationship between both parties is that of an
independent contractor. No joint venture, partnership,
employment or agency relationship exists between Client
and InfoSend as a result of this Agreement or use of the
Service.
12.2 Governing Law
This Agreement shall be governed by the substantive laws
of the state of Florida without regard to the choice or
conflicts of law provisions of any jurisdiction.
12.3 Entire Contract; Amendment
This Agreement (including its Exhibits) contains the entire
agreement between the Parties with respect to its subject
matter and supersedes all other prior and
contemporaneous contracts and understandings between
the Parties, whether oral or written. Modifications or
changes to this Agreement, other than as specified at
Exhibit B, must be in writing and executed by the parties.
12.4 Severability
If a word, sentence or paragraph herein shall be declared
illegal, unenforceable, or unconstitutional, the said word,
sentence or paragraph shall be severed from this
Agreement, and this Agreement shall be read as if said
word, sentence or paragraph did not exist.
12.5 Assignment
This Agreement may not be assigned by either party
without the prior written approval of the other party,
unless it is being assigned to (i) a parent or wholly owned
subsidiary, (ii) an acquirer of assets, or (iii) a successor by
merger. Any purported assignment in violation of this
section shall be void.
12.6 Survival
All of the terms of this Agreement which by their nature
extend beyond the expiration or termination of the
Agreement, including but not limited to payment
SIPage
obligations, shall survive expiration or termination of the
Agreement and remain in full force and effect.
12.7 Attachments
The following documents are attached hereto as Exhibits,
and are incorporated by reference in their entirety:
Exhibit A: Scope of Primary Services
Exhibit B: InfoSend Fees
Exhibit C: Professional Services
12.8 Cooperative Agreement ("Piggybacking")
The parties agree that InfoSend may offer the prices,
terms and conditions offered herein to other government
agencies that wish to participate in a cooperative
purchase program with Client. InfoSend will review these
requests from other government agencies on a case-by-
case basis to decide whether this Agreement can be
extended to the new agency. At minimum, the following
requirements must be met for the prices in this
Agreement to be extended to the new agency:
• The new agency must require similar types of service
for similar document types (i.e., statements, late
notices);
InfoSend MSA
Version 3.3
• The monthly document volume that InfoSend will
produce must be similar, or at a minimum,
acceptable;
• The new agency must agree to use InfoSend's
standard materials; and,
• The prices in this Agreement must still be profitable.
If the above conditions are not met then InfoSend will
provide the new agency with revised pricing that it can
elect to accept if it moves forward with the cooperative
purchase program. Other agencies will be responsible for
entering into separate Agreements with the contract and
for all payments thereunder made directly to InfoSend.
InfoSend reserves the right not to extend this
Agreement's terms in whole or in part to other agencies
for any reason.
This Agreement is the result of an open, competitive
procurement process conducted in accordance with
applicable law. The provisions of this Agreement may be
extended to other government agencies within the same
jurisdiction, at InfoSend's discretion.
[SIGNATURE PAGE FOLLOWS]
Wage
Agreement is entered into by and between:
Approved as to form:
Michael P. Fuino
Senior Assistant City Attorney
InfoSend MSA
Version 3.3
InfoSend:
Roxana Weil ° N," wb�
By: RoxanalNel,a,,sa,�
Name:
Title: EVP
Date: 6/2/2025
Jenni er Po'' ier
City Manager
Attest:
.6.41,rvuo02,L Otik-
Rosemarie Call
City Clerk
7i Page
Exhibit A-Scope of InfoSend Primary Services
This Exhibit A is an integral part of and is subject to the terms and conditions of the Master Service Agreement (the "Agreement")
between InfoSend, Inc. ("InfoSend") and City of Clearwater("Client").This Exhibit A provides the Services which InfoSend, and/or its
Affiliate(s),shall deliver to Client to permit Client's customers("Users")to use the products and services to view and pay their bills.To
the extent that any term is not expressly defined herein, it shall have the meaning set forth in the Agreement.
Client will select one or more of InfoSend's Primary Services from the list below by checking the box next to the Primary Service name.
Any Primary Services not selected prior to the execution of this Agreement can be added at a later date via an Agreement Amendment.
■ Data Processing, Printing and Mailing Service("DPPM Service"): During the term of this Agreement, InfoSend will
provide data processing, printing and mailing services.The Service consists of processing data, printing documents, mail
preparation, applying postage(where applicable)and sending via the United States Postal Service. Document types
include but are not limited to bills, postcards and letters.
❑ eBusiness Services(the"eBusiness Services"): During the term of this Agreement InfoSend will provide eBusiness
Services.These services can include presenting bills online and/or accepting and reporting payment transaction
information to facilitate ACH and/or credit card payments via web, Interactive-Voice-Response(IVR),SMS,or Bank
Billpay(e-Lockbox).
Section 1.Data Processing,Printing and Mailing(DPPM)Service Description
A. Data Transfer and Processing
• Client to transmit data to InfoSend in an agreed upon format. Should Client make changes to data file format after initial
setup is complete, it agrees to pay for the professional services required to accommodate the new file format. See Exhibit C
—Professional Services—for information on initial setup and ongoing programming changes.
• Client will monitor transfer confirmation emails to ensure InfoSend is in receipt of the data.Client acknowledges that
InfoSend will not be responsible or liable for any transferred data which does not result in a confirmation receipt to Client.
• A File Transfer Report will be emailed to the Client representatives who have opted-in to this email.A copy of this report is
also available to download from the InfoSend website.
• Client will have access to an online Job Tracking application that shows the progress of each file as it is processed and becomes
a batch of documents to be printed and mailed. Client can see both the original input file name and the InfoSend-assigned
"Job Code".
• InfoSend will process the mailing addresses and perform the following functions:
o Apply CASS-certified address validation
o Comply with USPS requirements to obtain pre-sort automation rates for qualified client mail pieces
o Stay current with all USPS regulations required to mail presorted first-class mail
• InfoSend will optionally provide proofs of the final print-ready PDF files to Client to be reviewed and approved before printing
begins(if requested).
B. Document Printing and Mailing
• Batches are printed by InfoSend using a high-speed production process onto the agreed upon forms.
• Printed documents are put through a quality control process and then released to the mailing department to be inserted into
outgoing envelope.A return envelope and any applicable inserts are included as defined by client workflow.
• After a batch of mail is completed in InfoSend's system it will be marked as such in the online Job Tracker and a Process
Confirmation Report will be emailed to the Client representatives who have opted-in to this email. A copy of this report is
also available to download from the InfoSend website.
Section 2.eBusiness Service Description
A. General System Description
• Mobile-Ready Customer Engagement:all products are mobile compatible out of the box, with no app store downloads
required of customers. Powered by InfoSend's CCM platform, customer specific messaging and payment reminders are
delivered electronically.
InfoSend Exhibits to MSA
Version 3.4
• Multi-Channel Payment Collection: InfoSend's payment platform will consolidate web,telephone, SMS, CSR, in-person EMV
and bank payments into a single lockbox file.
• One-Time and Automatic Payments: allow customers to quickly make a one-time payment, as well as sign up to have their
payment account auto debited with each billing cycle.
• Interactive Voice Response (IVR): accept customer payments via automated phone service with InfoSend-hosted
phone number, enabling client phone systems to redirect customers with ease.
• SMS Text-to-Pay:enrolled customers may opt in to receive text notifications of new bills, and reply to have the registered
payment method drafted for the amount due,speeding up the time to payment.
• Bank Payments(MasterCard RPPS): InfoSend can collect payments made via the customer bank and include them within the
lockbox file.
• PCI-Compliant Cloud Based Solution: electronic billing and payment related products hosted in the cloud by InfoSend in a
secure PCI-Level 1 compliant environment.
B. Data Transfer and Processing
• Client to transmit data to InfoSend in an agreed upon format, using the Data Transfer and Processing workflow described in
Section 1.
• Client acknowledges that InfoSend will not be responsible or liable for any transferred data which does not result in a
confirmation receipt to Client.
• If the Client is not using InfoSend's DPPM Service, USPS address workflow will not be applied.
• Data loaded into the eBusiness system is used to facilitate accurate payments via Web, IVR, SMS or Bank BiIIPay.
C. Customer Enrollment and Bill Notification
• Data loaded into the system will be used to facilitate customer enrollment, using two pieces of information specific to the
customer bill.
• For enrolled customers, system will send a notification of the new bill available via email.
• For enrolled customers who have opted in,system will send an SMS alert.
• For customers using the IVR system, bill information will be dictated by text to voice.
• For customers paying via Bank BiIIPay,the account number can be validated by the system prior to accepting payment.
• The system may optionally be configured to display a PDF replica of the bill image.
D. Customer Payment and Reporting
• Customers can make payment via Web,SMS,IVR or Bank BiIIPay,depending on channels which Client has requested InfoSend
setup.
• Payments can be configured to allow Users to pay by bank account and/or credit/debit card.
• All payments will be reported in a standard daily"lockbox"file.
InfoSend Exhibits to MSA
Version 3.4
Exhibit B-InfoSend Fees
This Exhibit B is an integral part of and is subject to the terms and conditions of the Master Service Agreement (the "Agreement")
between InfoSend, Inc. ("InfoSend") and City of Clearwater ("Client").This Exhibit B provides the Fees which InfoSend shall bill to
Client in exchange for Services.To the extent that any term is not expressly defined herein, it shall have the meaning set forth in the
Agreement.
Section 1. Price Escalations to InfoSend Fees
InfoSend reserves the right to increase InfoSend Fees on an annual basis starting with the first anniversary of the Effective Date to
account for increases in the cost of materials,labor,and other overhead.The Client will be notified, in writing,at least thirty(30)days
prior to such price increase. An amendment to the Agreement will not be required if the Fees are changed, unless other terms or
conditions of the Agreement have changed. Postage fees can change at any time per USPS regulations and do not require an
amendment to the Agreement.
Additionally, if Client uses DPPM Services, InfoSend reserves the right to increase paper, form, and envelope fees as needed, with
thirty(30)days'written notice to Client, in the event of extraordinary increases to the cost of paper.
InfoSend pricing is predicated on Client representations of Client and Client User transactional usage.Should Client's actual continuous
volume and/or recurring frequency deviate by more than thirty percent(30%)from what Client has represented to InfoSend in Section
2 below,then InfoSend reserves the right to invalidate the Fees listed in this Agreement.Should this situation arise then InfoSend will
notify Client immediately and negotiate with Client in good faith to pass on any increased costs to Client, in accordance with actual
Client and Client User transactional usage. Should InfoSend and Client fail to agree upon updated Fees, InfoSend reserves the right to
terminate this Agreement with one hundred and eighty(180) days' notice.
Section 2.Client Representations
Customers Contacted or Billed Monthly
-Approximately 63,000 utility bills per month
-Approximately 7,800 past due reminder bills per month
-Approximately 150 past due final bills per month
-Approximately 13,000 direct debit notices per month
-Approximately 100 final debit bills per month
-Note:Actual physical printed volume is approximately 37,500 per month based on January production
-The estimated monthly volume of return envelopes is 32,483 per month
Number of Batches Monthly
-Data is submitted 5 days per week—Monday thru Friday—with 3,000 to 5,000 printed daily
Section 3.DPPM Fees:
InfoSend Data Processing, Print and Mail Pricing
• • • •
Utility Bill or Notice—Custom Envelopes as requested—fixed for 3 years $0.1255 per document
Package includes: one printed page up to 2/2 ink, InfoSend outgoing#10 envelope,
InfoSend#9 return envelope
Utility Bill or Notice—Standard Envelopes as recommended—fixed for 3 years $0.1095 per document
Package includes: one printed page up to 2/2 ink, InfoSend outgoing#10 envelope,
InfoSend#9 return envelope
Same Day SLA surcharge $0.0035 per document
To mail same day if files are received by 9:30AM and approved by 10:30AM EST
InfoSend Exhibits to MSA
Version 3.4
Option 1 — Finished mail pieces are delivered to the USPS within one (1) business day. If electronic
PDF samples (proofs) are requested then the mailing will be completed within one day of sample approval. File upload
deadline for next-day mailing is 1:30PM local time at the production facility designated for your account. If samples are
required then they must be approved by 3:30PM local time for the file to be mailed by the next business day.
Option 2 — Finished mail pieces are delivered to the USPS on the same day. If electronic
PDF samples (proofs) are requested then the mailing will be completed on the same day of sample approval. File upload
deadline for same-day mailing is 9:30AM local time at the production facility designated for your account. If samples are
required then they must be approved by 10:30AM local time for the file to be mailed on the same business day.
The below provides the components of the summary price given above.All pricing is based on "Client Volume Assumptions"
listed below and excludes applicable sales tax. Approved custom envelope orders will be billed up front and not on a per
use basis.
M , ® e
Setup Fee-Express PDF Input Files $0.00—Waived for Existing Client
Setup Fee—Data Only Input Files $0.00—Waived for Existing Client
Document Re-Design Fee $150.00
Data Processing Fee(per document) $0.0075
i e e e
Utility Bill Printing&Mailing Fee per Page with up to 2/2 Ink $0.0439
USPS Postage Pass-through
A postage deposit will be required prior to starting
service.
Print Color Options(colors per side) $0.0439 for 2/0,2/1 or 2/2 printing
$0.0441 for 4/0 or 4/1 printing
$0.0444 for 4/4 printing
Batch Fee(per mailing batch under 200 mail pieces) $5.00
Excess Pages Handwork Surcharge(per mail piece) $0.3237
Address Updates—per"hit'(address that gets updated) $0.30 NCOA
$0.30 ACS
"Prices assume normal ink/toner coverage for business documents.Flood coating the entire page in color or other types of extremely high coverage
designs may cost more or not be technically feasible. Extremely high coverage designs can cause content to bleed through to the other side of the
page or to cause the page to curl too much to work properly with high-speed mail inserting equipment.
Standard 8.5"x 11"Paper Stock(per sheet) $0.0151
Standard Double Window Outgoing#10 Envelope—recommended $0.023
Standard Single Window Return#9 Envelope—recommended $0.020
Outgoing Flat Envelope—used for mail pieces with excess pages $0.1727
Custom#10 Outgoing Envelope—requested by City $0.0287
Custom#9 Return Envelope—requested by City $0.0241
InfoSend Produced Quoted based on specification
Envelope Messaging(Snipes) Quoted based on specification
Electronic Inserts $0.008
InfoSend Exhibits to MSA
Version 3.4
Inserting Fee $0.008 per insert
Fee to insert an InfoSend produced or Client provided marketing or informational
insert. Client provided (drop-shipped) inserts must be professionally packaged and
ready for usage. If folding is required then additional fees apply based on folding
requirements. Minimum fee is $0.01 per insert for folding. If inserts are not
professionally packaged and damaged in shipment or require additional labor to
prepare for inserting then additional fees can apply.
Per item fee assumes the insert will be included in all mail pieces. Selective inserting
is available but requirements must be reviewed on a case by case basis to determine
if additional fees will apply for setup and handling.
Print Image Archiving(Per Document Image),with included USPS mail tracking $0.01 -For 12 Months of Retention
$0.022-For 24 Months of Retention
$0.027-For 36 Months of Retention
Print Image Archive API Monthly Support Fee $100.00
Final Doc Transfer(FDT) Option 1:$0.009 per document.One PDF will be
provided per batch with multiple documents in it.
InfoSend standard batch file format provides
account and page numbers for each record in the
batch.
Option 2: $0.015 per document. Each document
will be provided in a separate PDF file.A custom
batch file format can be provided if the InfoSend
standard format will not work.
Professional Services Rate(per hour) $150.00
Returned Mail Handling $0.35 per reported returned mail piece
Remit Tracking $100 monthly support fee
InfoSend Exhibits to MSA
Version 3.4
Section 3.1. Custom Forms/Envelopes
If Client has selected the Printing and Mailing Service and at any time requests that InfoSend Fees include the cost of custom Client-
specific materials (either in this Agreement or since its execution), then Client understands and accepts that these materials will be
purchased in bulk to achieve the lowest possible per-unit cost. Client agrees to purchase any remaining supplies of requested custom
materials(normally forms or envelopes)if Client stops using InfoSend's Service for any reason.Client agrees to purchase the remaining
supply of custom forms/envelopes upon Client's request to change the custom forms/envelopes before the supply has been depleted.
Section 3.2. USPS Postage Rates
Postage rates are determined by the United States Postal Service. All postage rate changes are determined directly by USPS and are
independent of any InfoSend service or materials fees. In no event shall any change in the postage rates affect the InfoSend service or
materials fees.The Client will be invoiced the amount of excess for overweight and foreign mail.
Section 3.3. Postage Deposit
InfoSend purchases the postage needed to mail Client documents on the day of mailing.The postage charges are later invoiced to
Client based on the Client's payment terms. InfoSend requires Client to submit a postage deposit prior to the first mailing to facilitate
the payment terms.This amount will remain in deposit for the duration of the Agreement. Upon Agreement expiration or termination
Client must pay in full any outstanding invoices from InfoSend for payables created under this Agreement;the postage deposit will be
refunded within fifteen (15)days of the date that the last open invoice is paid.
The postage deposit amount is calculated by multiplying the estimated number of mail pieces per month by the current 5-Digit pre-
sorted first class postage rate.The postage deposit amount due for your account is:
Postage on account for existing client.
The postage deposit is subject to ongoing review and may be adjusted at any time to account for changes to Client average mailing
volume or changes to USPS postage rates with at least thirty(30)days'written notice to Client.
Section 4.eBusiness Service Fees:
Not Applicable
Section 5.Client Go-Live and Fees
InfoSend will provide Client with a Demo instance of the System to approve configuration and simulation of Services. Upon Client
approval of the Demo instance of the System and sample outputs from Services, InfoSend will create a copy of Demo System in
Production for completion of final User Acceptance Testing (UAT). Client will be given the UAT Period to complete internal testing
prior to initiating Go-Live. All Setup and recurring Monthly Fees will become due upon the sooner of (a) Client Go-Live with the
application or(b) 60 days from InfoSend delivery of Production System for UAT.
Section 6. Implementation Project Cost Subsidization:
InfoSend's internal costs to complete the project is higher than the Setup fees given. InfoSend has subsidized these fees by factoring
in years of service given the term of the Agreement. Should Client cancel the project or terminate the Agreement at its convenience
less than one(1)year from the Effective Date then it must pay according to the below:
• DPPM Setup Fee: No charge for Express PDF Setup Input files or$2,500 for Data-Only Input Files
• EBPP Setup Fee: 100%of Setup fees quoted or listed as"Waived" in the pricing exhibit.
InfoSend Exhibits to MSA
Version 3.4
Exhibit C—Professional Services
This Exhibit C is an integral part of and is subject to the terms and conditions of the Master Service Agreement (the "Agreement")
between InfoSend, Inc. ("InfoSend") and City of Clearwater ("Client"). This Exhibit C provides InfoSend's Professional Services Fees
which InfoSend shall bill to Client in exchange for Professional Services.To the extent that any term is not expressly defined herein, it
shall have the meaning set forth in the Agreement.
Section 1. Price Escalations to InfoSend Professional Services Fees
InfoSend Professional Services Fees can be adjusted once every twelve (12) months to account for increases to the cost of providing
these services. InfoSend reserves the right to increase Professional Services Fees on an annual basis,starting with the first anniversary
of the Agreement date, if needed. The Client will be notified, in writing, at least thirty (30) days prior to such price increase. An
amendment to the Agreement will not be required if the Professional Services Fees are changed,unless the terms or conditions of the
Agreement have changed.
Section 2.Definition of Professional Services
InfoSend Professional Services are the technical services that are required to perform the initial setup of the InfoSend Primary Services
defined in Exhibit A and the technical services required to make changes to these Primary Services after the initial setup is complete.
Once any Primary Service is live and operational Professional Services will not be required unless Client requests a change or makes
changes to its data file format or business rules which necessitates a change to InfoSend's system configuration or programming.
Examples of InfoSend Professional Services:
• Project requirements gathering and analysis hours
• Project management and/or consulting hours
• Software development and system configuration hours related to the processing of Client's data
• Software development and system configuration hours related to document design, web portal setup, business rule
configuration, or any other applicable technical services
• Application testing and deployment hours
Section 3. Professional Services Fee and Process for Approval and Payment of Fee
The current Professional Services Fee is $150.00 per hour. In the event that a project will incur billable Professional Services hours,
Client will be informed before work begins. InfoSend and Client will execute a Statement of Work for the project that Client wants
InfoSend to undertake.The payment terms for the project depend on the size and scope of the project.The Statement of Work can
include payment terms that are different than the terms listed in this Agreement for InfoSend Fees, otherwise these terms will apply
and the project fees will be invoiced upon project completion.Small projects that incur less than five(5)hours of Professional Services
can be initiated without a Statement of Work if Client accepts and executes a Programming Quote for this work.
Any project that will take more than five(5)hours of Professional Services work will require both parties to execute a formal Statement
of Work. Depending on the nature of the work required, InfoSend will provide one of the following quotation methods:
• Fixed Quote—a fixed project cost will be set. InfoSend may elect to waive this cost in some circumstances.Client understands
and accepts that it must accept the terms and conditions of the Statement of Work for the project and that changes made to
the project requirements,data file structure,etc.,after the Statement of Work and any amendments to it have been finalized
will require Client to pay for these changes on a Time and Materials basis. Client will be notified immediately if this scenario
arises and will be given an option to keep the original project specifications to keep the fixed quote in place.
• Time and Materials Quote— should it not be possible to provide a fixed quote due to the nature of a Client's requested
project, then InfoSend will provide an estimated number of hours to complete the project and bill the hours on a Time and
Materials basis. The Statement of Work will include the terms and conditions for these project types and Client will be
invoiced weekly for the hours spent on the project.
Section 4. Initial Setup Cost: InfoSend Primary Services
The Initial Setup cost for the InfoSend Primary Services selected in Exhibit A are listed in Exhibit B.These costs have been provided
using a Fixed Quote process, explained in Section 3 above. Client understands and agrees to these terms, and to the project-specific
terms and conditions that will be provided in the Statement of Work that will be created to capture Client's specific requirements and
data types.
InfoSend Exhibits to MSA
Version 3.4