HomeMy WebLinkAboutMaster Service Agreement - InfoSend, Inc. - CIS System for Water Works1316 d OUNTY—CrTY BuILDiNG
227 W. JEFFERSON BOULEVARD
SOI ITH BEND- INDIANA 46601 -1 930
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1865
CITY OF O BEND PETE BUTTIGIEG, MAYOR
BOARD OF PUBLICWORKS
May 28, 2019
Brian Buckland
InfoSend, Inc.
4240 E. La Palma Avenue
Anaheim, CA 92807
RE: Master Service Agreement
Dear Mr. Buckland:
PHONE 574/235-9251
FAX 574/235-9171
The Board of Public Works, at its meeting held on May 28, 2019, approved the above
referenced agreement regarding integration with the current and new CIS System to print
and mail Water Works bills in the amount of various material fees based on pieces and sizes
with a three (3) year term plus a Professional Services Fee in the amount of $175/hour.
Enclosed please find the original of the agreement for your signature. Please sign and return
the original agreement to our office and retain a copy for your records.
If you have any further questions regarding this matter, please call this office at (574) 235-
9251.
Sincerely,
Linda M. Martin, Clerk
Enclosure
GARY A. GILOT GENEVIEVE E. MILLER ELIZABETH A. MARADIK LAURA L. O'SULLIVAN THERESE J. DORAU
InfoSend Master Service Agreement
This Master Service Agreement ("Agreement") is entered into as of)', C, ("Effective Date") by and between City of South Bend
Indiana, a Public Agency, having its main office at 227 "west Jeffers n Ivd., South Bend Indiana ("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 "Agreement" shall refer to this Agreement, as
amended from time to time, which shall constitute an
authorization for the term of this contract for InfoSend to
provide the Services, described herein, to the Client.
1.2 "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. 3
1.3 "Effective Date" shall be the last date upon which the
parties signed this Agreement. The Agreement will not be
effective against any party until the said date.
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.
2 Services Provided by InfoSend
2.1 Scope of Services
Subject to the terms and conditions of this Agreement,
InfoSend 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
shall purchase such services in accordance with the
provisions of Exhibit C ("Professional Services") of this
Agreement.
InfoSend Master Service Agreement
10.2.2018
4
Page 1 of 7
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 endeavor to
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 the Essence
InfoSend and Client acknowledge and agree that time is of
the essence for the completion of the Services to be
performed and each party's respective obligations under
this Agreement.
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 permits 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, attempt to enable the authorized use
(with or without User ID and/or password) of the System.
Privacy and Security
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.
4.2 Data and Human Resources Security
InfoSend takes great care in both data and human
resources security. InfoSend company policy requires all
new employees to pass a background check and a drug -
screening test, both performed by outside companies.
These practices will remain in place for the duration of the
Agreement.
5 Term & Termination
5.1 Term
The term of this Agreement shall commence on the
effective date of this Agreement and continue for a period
of three (3) years ("Term") from the effective date.
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 ("Cure Period")
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 all due diligence to
substantially cure such breach. 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.
InfoSend Master Service Agreement
10.2.2018
Page 2 of 7
(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
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.
(iv) Representations
This Agreement is predicated on Client
representations of Client and Client User
transactional usage. Should Client's actual continuous
volume and/or recurring frequency deviate from
representations provided by Client to InfoSend, as
defined in Exhibit B, Section 2, InfoSend reserves the
right to invalidate the Fees listed in this Agreement.
Should this rare situation arise then InfoSend will
notify Client immediately and negotiate with Client in
good faith to pass on any increased costs to Client, in
line with actual Client and Client User transactional
usage. Should InfoSend and Client be unable to agree
upon updated Fees, InfoSend reserves the right to
terminate this Agreement with one hundred eighty
(180) days' notice.
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 being provided hereunder unless
otherwise directed by the Client in writing. Client will
promptly pay to InfoSend any and all charges due,
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
This Section has been waived.
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
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, 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, and/or acts or omissions
of common carrier. These causes will not excuse Client
from paying 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 30 unless expressly agreed
to by InfoSend. 8
6.2 Dispute of Invoice
Should Client dispute any invoices, it must do so within
ninety (90) days of the invoice date.
6.3 Late Payments
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, in the
event that invoices remain unpaid for over sixty (60) days
from due date, unless otherwise expressly agreed to by
InfoSend in writing, InfoSend reserves the rightto suspend
Services until payments are brought current. InfoSend's
Accounting staff monitors Client debt regularly, and will
notify Client in writing before Services are suspended.
Should a hold be instated, it will immediately be removed
once payment is received.
After ninety (90) days of nonpayment on undisputed
invoices, InfoSend may terminate Services under this
Agreement.
7 Communications
7.1 Notices
InfoSend Master Service Agreement
10.2.2018
Page 3 of 7
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)': _ .................................
Address:
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.
Confidentiality & Intellectual Property
8.1 Confidentiality
All information and data relating to Client's business, as
well as all User information, submitted by Client to
InfoSend under this Agreement shall be treated as
confidential by InfoSend and shall not, except as required
to perform the Services under this Agreement or
otherwise required by law, be disclosed to any third party
by InfoSend without Client's written consent. InfoSend
shall promptly notify Client should InfoSend be served
with a summons, complaint, subpoena, notice of
deposition, request for documents, interrogatories,
requests for admission, or other discovery request or
court order from any third party regarding this Agreement
and/or the Services performed under this Agreement.
Client will not disclose to any third party or use for any
purpose inconsistent with this Agreement any
confidential or proprietary non-public information it
obtains during the term of this Agreement about
InfoSend's business, operations, financial condition,
technology, systems, products, services, suppliers, clients
or prospective clients, marketing data, plans, pricing, and
models, or personnel, unless required by applicable law.
Client will ensure that its employees and agents similarly
abide by the requirements hereof.
InfoSend, and its licensors, where applicable, owns all
rights, title and interest, including all related Intellectual
Property Rights, in and to InfoSend technology, the
content and the Services. The InfoSend name, the
InfoSend logo, and the product names associated with the
Service are trademarks of InfoSend orthird parties, and no
right or license is granted to use them.
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 )
ninety (90) 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
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.
9.2 Client Representations and Warranties
Client represents and warrants that it has the legal power
and authority to enter into this Agreement. 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 Master Service Agreement
10.2.2018
Page 4 of 7
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. Service
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.
9.4 Outbound Services Disclaimer
InfoSend Outbound 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 Client's end users
or employees. While the outbound services have been
created with the best 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 e-mail. 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 it is aware of the potential
hazards associated with relying on an automated
outbound service feature, when using InfoSend services,
and Client acknowledges and agrees that it is giving up in
advance any right to sue or 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; (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; or (e) if 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 does not know what or how extensive
those injuries or damages might be, unless such losses
were directly attributable to InfoSend's gross negligence
or willful misconduct.
10 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:
a 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.
4 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 & Limitation of Liability
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.
InfoSend will not be responsible for actions, omissions or
delays to Services resulting from incomplete, late or faulty
data and/or instructions transmitted by Client. No
damages shall be assessed against InfoSend when any
delay or breach on InfoSend's part is caused by failure of
Client to perform Clients' responsibilities or any other
reason beyond the control of InfoSend, including, without
limitation, (a) failures or limitations on the availability of
third -party telecommunications or other transmission
facilities; (b) Client failure to maintain security or
confidentiality of data or access credentials; (c) violation
of the applicable terms of this agreement or any
applicable laws, regulations or industry standards.
In no event shall InfoSend 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 of liability and exclusion of
certain damages shall apply regardless of the success or
effectiveness of other remedies.
InfoSend Master Service Agreement
10.2.2018
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 Indiana without regard to the choice or
conflicts of law provisions of any jurisdiction.
12.3 Amendment of Agreement
Modifications or changes to this Agreement must be in
writing and executed by the parties bound to this
Agreement.
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 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 Immigration Laws
For Services performed within the United States, InfoSend
will assign only personnel who are legally authorized to
work in the United States. InfoSend represents and
warrants that it complies with all applicable immigration
laws with respect to the personnel assigned to Client.
12.7 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 indemnification
obligations, confidentiality obligations and limitations of
liability, shall survive expiration or termination of the
Agreement and remain in full force and effect.
Page 5 of 7
12.8 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
12.9 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 parties below hereby execute this Agreement as of the Effective Date:
AGREED TO BY:
• The new agency must require similar types of service
for similar document types (i.e. statements, late
notices);
• The monthly document volume that InfoSend will
produce must be similar, or at a minimum,
acceptable; and,
• The new agency must agree to use InfoSend's
standard materials.
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.
Client: Afftovw, InfoSend:
Boardof pumw ww"
By: By:
Name: Name:
Y_
Title: _ _ Title:
Date: Date:
InfoSend Master Service Agreement
10.2.2018
Page 6 of 7
InfoSend Master Service Agreement
10.2.2018
Page 7 of 7
Exhibit A - Sco a 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 The City of South Bend Indiana ("Client"). This Exhibit A provides the Services which InfoSend
shall deliver to Client to permit the Client's customers ("Users") to use the products and services to view and pay their bil Is. 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.
�._...... ........ _u_. _._._.. ........
X 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).
Sectign 1, Data Processing,Printing and 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.
• 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 Descri Lion
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.
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.
• Bill Notification and Presentment: notify customers via email when a new bill is available, and securely deliver exact replica
of printed document to customers inbox or show online via the secure portal.
• 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.
• 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.
Section B. Implementation and Support Description
A. Implementation
• Dedicated Account Manager acts as primary contact and project manager, coordinating all internal setup activities with
InfoSend programming and operations staff.
• All setup and training performed virtually, using phone, email, and web -based tools for issue tracking and screen sharing.
• All communications, documentation and test files tracked and stored securely within the InfoSend CRM system, allowing
other InfoSend personnel to contribute or take ownership of the project.
• Key milestones are established at kickoff, then tracked and reported throughout the project.
• During programming, InfoSend's Data Processing platform is configured to automate client -specific Quality Assurance (QA)
during processing.
• Parallel Testing is run prior to go -live, ensuring all aspects of the application are validated before launch.
• Go -Live includes an "all -hands" approach, with all key InfoSend managers required to review the launch day activity and sign
off before application output is final.
B. Support
• Dedicated Account Manager from implementation also assigned to monitor and provide support.
• Dedicated Support Staff for reviewing and responding to incoming issues.
• Multiple communication channels available for client preference: web support ticketing tool, email, and phone.
• Proactive support initiated by InfoSend staff when client data issues are detected by InfoSend Quality Control processes.
• Issues tracked via InfoSend CRM tool, ensuring full resolution before the ticket can be closed.
ACCEPTED AND AGREED:
Client:
By:
Name:
Title:
Date:
InfoSend:
By:
Name::
Title:
Date:
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 The City of South Bend Indiana ("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 Fees can be adjusted once every twelve (12) months to account for increases in the cost of materials, labor, and other
overhead costs. InfoSend reserves the right to increase InfoSend Fees on a yearly basis (starting with the first anniversary of the date
of this Agreement. InfoSend fee adjustments will be limited to the Consumer Price Index — All Urban Consumers (CPI-U) and will not
exceed a maximum of 3%. The Client will be notified, in writing, at least sixty (60) days prior to such price increase. An amendment to
the Agreement will not be required if the Fees are changed, unless the terms or conditions of the Agreement have otherwise changed.
Postage fees can change at any time per USPS regulations and do not require an amendment to the Agreement.
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 rare situation arise then InfoSend
will notify Client immediately and negotiate with Client in good faith to pass on any increased costs to Client, in line with actual Client
and Client User transactional usage. As defined in Section 5.2(iv) of the Agreement, should InfoSend and Client fail to agree upon
updated Fees, InfoSend reserves the right to terminate this Agreement with one hundred eighty (180) days' notice.
Section 2.'. Client Representwatign_
Customers Contacted or Billed Monthl
48,000 Printed Statements (Approximately)
Number of Batches Monthly
16-20
Section 3. DPPM Fees:
InfoSend Data Processing, Print and Mail Pricing
The total to the Client on an annual basis during the term of this Agreement will not exceed $341,775 (excluding inserts).
Finished mail pieces are delivered to the USPS within one (1) business day. If samples (proofs) are requested, then the mailing will be
completed within one day of sample approval. File upload deadline for next -day mailing is 3:OOPM local time at the production facility
designated for your account. If samples are required, then they must be approved by 5:30PM local time for the file to be mailed by
the next business day.
The below provides the components of the summaryprice given above. All pricing is based on "Client Volume Assumptions" listed above
and excludes applicable sales tax.
iPtional Document
Drop Shipped Inserts $0.007 per insert
(Note: InfoSend Produced Inserts are priced on request) $0.01 additional per insert folded
_
Envelope Messaging TBD —See Below
Print Image Archiving (Per Document Image), with included USPS mail tracking $0.075 - For 12 Months of Retention
$0.012 - For 18 Months of Retention
$0.016 - For 24 Months of Retention
.._ ..............
$0.0225 - For 36 Months of Retention
Electronic Inserts $0.007mmmXXXXXXXXXX
Final Doc Transfer (FTP) $0.01 per image InfoSend Batch File ._........ __
$0.015 per image Custom File Format
....
Professional Services Rate (per hour)$175
Return Mail Service $0.25 per reported returned mail piece
$0.50 per mail piece returned to InfoSend PO
Box
Section 3.1. Custom Forms Envelo les
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.
_5g!4iQp a.Z. U Rate
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 I.J. Epstaae r
The City of South Bend already has a postage deposit on file.
Section 4. eBusiness Service Fees:
Not Applicable
Section S» Implernentation Prole+ct Cost:
InfoSend's implementation costs have been updated commensurate with the length of the contract. Please see pricing in Section 3.
DPPM Fees. For a three-year contract, InfoSend has subsidized these fees by factoring in years of service given the term of the
agreement.
ACCEPTED AND AGREED:
Client: InfoSend:.
By: By:
Name: Name:
Title: Title:
Date: Date:
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 The City of South Bend Indiana ("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
There will be no price escalation to InfoSend fees for Professional Services for the duration of the Agreement.
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 Pa rnent of Fee
The current Professional Services Fee is $175.00 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 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.
ACCEPTED AND AGREED:
Client:
By: .
Name:
Title:
Date:
InfoSend:
By:
Name:
Title:
Date:
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date5/2/19.......................................................................................................................... ��...._........e.e.e. —
Name Kim Thompson_--- Utilities
BPW Date 5-14-19 Phone Extension 5969
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BPW Attorney ® Attorney Name Clara McDaniels
Dept. Attorney F-I Attorney Name
Purchasing
Check the A p omiat Item "I`v re —
® Professional Services Agreement Contract
❑ Open Market Contract
❑ Amendment/Addendum
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[ Bid Award
Quote Opening
Quote Award
Proposal Opening
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Company or Vendor Name
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MBE/WBE Contractor
Project Name
Project Number
Funding Source
Account No.
Amount
Terms of Contract
Purpose/Description
uir d Information
All Submissions
LJ Proposal
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EI PCA
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❑j Yes❑ If Yes, Approved by Purchas
ing
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�I MBE Completed E-Verify Form Attached ElNos
WBEBill Print and Mailing
Water Operations and Maintenance
620-0640-657.31-35
Various fees based on pieces and sizes
3 vears
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....n..
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Current Percent of Change:
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Total Percent of Change:
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Time Extension Amount:
New Completion Date:
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