SERVICES AGREEMENT
SERVICES AGREEMENT
SERVICES AGREEMENT ("Agreement") by and between Automated Presort, Inc., a
Florida corporation with its principal place of business at 5477 Jet Port Industrial Blvd.,
Tampa, FL 33634, and City of Clearwater ("City"), having offices at 100 S. Myrtle Ave.,
Clearwater, FL 33756 is made and entered into as of the 1~'-- day of Oc ~~, 2002.
SECTION 1. Term
1.01 This Agreement shall become effective November 1, 2002, and shall
remain in effect through October 31, 2003. At the option of the City, this
agreement may be extended for two additional renewals of one year each.
SECTION 2. Agreement to Provide Services
2.01 Automated Presort, Inc. will provide to the City the Services detailed in
Exhibit A ("Services"), as may be amended from time to time, in
accordance with the terms and conditions set forth herein. Prices for the
provision of Services by Automated Presort, Inc. are set forth in Exhibit B
("Prices").
SECTION 3. Standards of Performance
3.01 All Services shall be performed in a manner consistent with the standards
of performance set forth in Exhibit A.
3.02 In the event that Automated Presort, Inc. 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 Automated Presort,
Inc. Upon such notification, Automated Presort, Inc. shall promptly take
steps to correct or redo the work.
3.03 In the event Automated Presort, Inc. 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 Automated
Presort, Inc. 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, Automated Presort, Inc. shall either
correct the deficiencies or submit a comprehensive corrective action plan
to the City for approval, which approval shall not be unreasonably
withheld, conditioned or delayed. Automated Presort, Inc.' s failure to
correct the deficiencies or comply with such corrective action within the
time specified in the plan shall constitute non-performance by Automated
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Presort, Inc. The City shall then have the option of terminating this
Agreement, as set forth in Section 10.02.
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 Automated Presort, Inc. and the City
and shall be the authorized agent of the City. Automated Presort, Inc. 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 Automated Presort, Inc. 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 Automated Presort, Inc. will provide activity reports to the City within
established time frames and in format mutually agreed upon by both
parties.
4.04 Automated Presort, Inc. 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. Automated
Presort, Inc. 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 Automated Presort, Inc., at all
reasonable times during Automated Presort, Inc.' s normal business hours
during the period in which Automated Presort, Inc. is required to maintain
such records, for the purpose of verifying the accuracy of the City billings
or for any other reasonable purpose.
4.05 The respective party will endeavor to 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.
Automated Presort, Inc. will maintain a daily accounting of postage costs
associated with processing the City mail. At a minimum such accounting
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shall include beginning postage balance, number of pieces of City mail
processed at various postage rates and daily ending postage balance.
Residual postage will be tracked and accounted for in the postage
reconciliation and paid from the postage deposit. The City will
periodically provide a postage deposit to cover ongoing postage expenses.
SECTION 6. Insurance
6.01 Automated Presort, Inc. 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 $500,000 combined single
limit Bodily Injury Liability and Property Damage Liability.
B. Business Automobile Liability insurance in the amount of at
least $500,000, providing Bodily Injury Liability and Property
Damage Liability.
C. Worker's Compensation Insurance applicable to its employees,
if any, for statutory coverage limits in compliance with Florida
laws, including Employers' Liability, which meets all state and
federal laws.
D. Professional Liability / Malpractice / Errors or Omissions
insurance, as appropriate for the type business engaged in by
Automated Presort, Inc., shall be purchased and maintained by
Automated Presort, Inc. with minimum limits of $500,000 per
occurrence.
E. Product Liability Insurance, as appropriate for the type of
products, if any, sold by Automated Presort, Inc. in an amount
of not less than $500,000.
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 1 (C), (D) and (E).
6.03 All policies of insurance must be endorsed to provide the City with thirty
(30) days of cancellation or restriction.
6.04 Automated Presort, Inc. shall provide the City with a certificate or
certificates of insurance showing the existence of the coverage required.
Automated Presort, Inc. 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,
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Automated Presort will provide the City with certified copies of all
policies of insurance as required above. New certificates and new
certified copies of policies if certified copies of policies have been
requested, shall be provided to the City whenever any policy is renewed,
revised or obtained from other insurers.
6.05 The address where such certificates and certified policies shall be sent or
delivered is as follows:
City of Clearwater
Attention: City Clerk
P.O. Box 4748
Clearwater, FL 33758-4748
6.06 Automated Presort, Inc., 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 Automated Presort, Inc. its employees, subcontractors, or assigns,
including legal fees, court costs or other legal expenses. Automated
Presort, Inc., acknowledges that is solely responsible for complying with
the terms of the Agreement. Automated Presort, Inc., shall at its expense,
secure and provide to the City, prior to beginning performance under this
agreement, all insurance coverage as required.
SECTION 7. Indemnification
7.01 Each party agrees to indemnify and hold harmless the other, its respective
directors, officers and employees, from all losses, claim of losses,
damages and expenses (including without limitation court costs and
reasonable attorneys ' fees) asserted against the indemnified party by third
parties and directly and proximately caused by the negligent acts or
omissions or misconduct of the indemnifying party, its officers, agents,
and employees or authorized representatives.
7.02 The party claiming indemnification under this Section 7 (the "indemnified
party") shall promptly notify the other party of such claim. The
indemnifying party shall have the right to control the defense of the claim
including the right, with the consent of the indemnified party (which
consent shall not be unreasonably withheld, conditioned or delayed), to
compromise or settle such claim. The indemnified party shall participate
in such defense if requested to do so by the indemnifying party and shall
be reimbursed for its reasonable direct out-of pocket expenses incurred as
a result of such participation.
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7.03 The City shall be responsible for ensuring that it has appropriate rights to
all materials that it directs Automated Presort, Inc. to copy, use or
distribute and shall indemnify and hold harmless Automated Presort, Inc.,
its officers, agents and employees from and against any and all suits,
actions, legal proceedings, claims, demands, or costs arising form such
copying, use or distribution at the request or instructions of the City.
7.04 Automated Presort, Inc. maximum liability under Section 7 is limited to
those amounts set forth in Section 9.
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 Automated Presort, Inc. acknowledges that in providing the Services
hereunder it may have access to confidential or proprietary information of
the City, its affiliates or clients. Automated Presort, Inc. 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 Automated Presort, Inc. shall inform its employees, agents and
independent contractors who require access to information of the City, its
affiliates, or clients in order for Automated Presort, Inc. to perform the
Services hereunder of the confidentiality obligations set forth above, and
Automated Presort, Inc. shall cause them to abide by such obligations.
SECTION 9. Limits on Liability
9.01 Automated Presort, Inc.'s liability hereunder for any claim of whatever
nature shall be limited to a maximum of the insurance amounts stated in
Section 6 if such claim is covered by insurance, or to a maximum of
$200,000 if such claim is not covered by insurance.
9.02 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.
9.03 The City's maximum liability for any claim of whatever nature or any
obligation hereunder to indemnify Automated Presort, Inc. 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 10. Termination
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10.01 In the event of substantial non-performance, as described in Section 3.03,
the City shall have the right to terminate this Agreement upon 30 days
prior written notice.
10.02 In addition to all other rights or remedies provided for in this Agreement
or by law, this Agreement shall automatically terminate in the event that
(a) a party hereto shall make a general assignment for the benefit of
creditors, (b) a party hereto admits in writing its inability to pay debts as
they mature, (c) a trustee, custodian or receiver is appointed by any court
with respect to a party hereto or any substantial part of such party's assets,
or (d) an action is taken by or against a party under any bankruptcy or
insolvency laws or laws relating to the relief of debtors, including federal
Bankruptcy Act, and such action is not dismissed within thirty (30) days.
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 Automated Presort, Inc. nor the City shall be responsible or incur
any liability for any delay or failure in performance of any part of this
Agreement to the extent that such delay or failure results from causes
beyond its control, including but not limited to fire, flood, explosion, war,
labor dispute, embargo, government requirement, civil or military
authority, natural disasters, or other similar types of situations. If such
situations 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.
SECTION 12. Exhibits
12.01 Any Exhibits attached hereto are specifically made a part of this
Agreement.
12.02 Any Exhibit may be amended or augmented only by the mutual written
consent of the parties. Any such amended Exhibit shall be signed by both
parties hereto and attached hereto and shall be considered a part of this
Agreement.
SECTION 13. Entire Agreement
13.01 This Agreement supersedes all prior written or verbal agreements,
understandings and discussions between the parties. This Agreement
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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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
:~TO~~
Name: LJeUAl lA/.(PoLGIIIJf/f(
Title: P~ib!i:Mr
Countersigned:
CITY OF CLEARWATER, FLORIDA
By: .L7 a :.__R~"'7r
~. Home II
City Manager
B~~
Mayor-Commissioner
Approved as to form:
Attest:
-f~ 12 0/-
~ .R~ .
Assistant City Attorney
. E. Goudeau-
erk '
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SERVICES AGREEMENT
Exhibit A
Services
1. Automated Presort, Inc. will be responsible for the pick up of the City of
Clearwater printed Utility Bills, Final Notices and Reminder Final Bills five days
per week (Monday - Friday) excluding ten (10) City Holidays between 2:00 PM
and 2:30 PM from the:
Municipal Services Building
Customer Service Department
100 S. Myrtle Avenue,
Clearwater, FL 33756.
2. Automated Presort, Inc. will fold Utility Bill, Reminder Final Notice and Final
Notice, match with a return (#9) envelope and insert into a City of Clearwater
(#10) envelope. Base fee includes the addition of one insert with the Utility Bill.
3. To distinguish between Utility bills, Direct Debit Utility Bills, Final Notices and
Reminder Final Bills the City of Clearwater will separate and identify them in
containers for pick up and transport.
4. Automated Presort, Inc. will insert additional inserts that may be requested by the
City of Clearwater and targeted for select mailings.
5. Automated Presort, Inc. will notify the City of Clearwater of postage increases
due to increased weight of additional inserts. Upon notification, The City of
Clearwater will instruct Automated Presort, Inc. how to proceed.
6. The City of Clearwater will run Utility Mail in zip code order, affix a postal bar
code and provide a daily zip code listing and a Cass (Coding Accuracy Support
System) report.
7. Automated Presort, Inc. will meter and sort completed utility mail to maximize
postal discounts. Utility Mail will be sorted to the five-digit discount.
8. All Utility Mail will be processed and delivered to the Postal Service on the same
day as picked up to ensure same day mailing.
9. Automated Presort, Inc. will pick up and store one (1) month supply of City of
Clearwater (#10) envelopes, return (#9) envelopes and inserts for the duration of
this contract.
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10. Automated Presort, Inc. will 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.
11. Ifa Utility Bill or Notice is damaged in the course of processing, Automated
Presort, Inc. will fax the damaged bill to the City of Clearwater the same day for
reprinting.
12. Automated Presort will be responsible for the pick up of City of Clearwater
Department Mail five days per week (Monday - Friday) excluding ten (10) City
Holidays between 2:00 PM and 2:30 PM from the:
Graphics Building
Public Communications Department
711 Maple Street
Clearwater, FL 33755
13. Automated Presort will meter City of Clearwater Department Mail by weighing
and applying correct postage.
14. Automated Presort will barcode and sort City of Clearwater Department Mail
through Automated Sorting Systems. Department Mail will be sorted to the three-
digit level.
15. All City of Clearwater Department Mail will be processed and delivered to the
Postal Service on the same day as picked up to ensure same day mailing.
16. Postal Classification will be first class mail.
17. Automated Presort will track City of Clearwater Utility Mail and Department
Mail costs and provide corresponding reports weekly and a summary invoice by
the 5th day of the following month.
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SERVICES AGREEMENT
Exhibit B
Prices
Service Fee:
Folding, Inserting, Metering, Sorting Utility Bills,
Reminder Final Notices and Final Notices: $.025 completed envelope
(Inserting includes a Bill or Notice, a #9 return envelope
and one insert into a #10 envelope.)
Adding an additional insert: $.005 per additional insert
Weighing & Metering Department mail: $.025 per envelope
Sorting Department mail to Automation discount: $.025 per discounted piece*
Preparation, tracking and reporting
and presentation of reports: $100.00 per week
*There is no service fee for mail that does not receive a discount through the automated
sorting system. While the fee for metering remains in force, there is no. charge for sorting
mail that is sent to the Post Office for full rate; only the residual postage charge applies to
this type of mail. Residual postage is the difference between what the mail is metered at
and what the mail actually qualifies for through the sorting process.
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