Contract 2025-036ADocusign Envelope ID: B5351A28-D1C7-4A68-9238-B55639AD172A AGREEMENT No. 2025-036 UTILITY BILLING MAILING AND PRINTING SERVICES THIS AGREEMENT, is made and entered into this Friday, August 1, 2025, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont, Florida, (hereinafter referred to as "CITY"), and INFOSEND, INC. , whose address is: 4240 E. La Palma Ave., Anaheim, CA, (hereinafter referred to as "CONTRACTOR"). WHEREAS, the City of Clermont issued RFB 25-056 titled Utility Billing Mailing and Printing Services; WHEREAS, CONTRACTOR submitted its response dated February 27, 2025, to RFB 25-056; WHEREAS, CITY desired to award a contract to CONTRACTOR in accordance with the terms and conditions of RFB 25-056 and CONTRACTOR's response thereto; WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: 1. SCOPE OF WORK The CONTRACTOR shall furnish print and mail utility bills to City of Clermont customers as described in CITY's RFB 25-056 and CONTRACTOR's February 27, 2025 response thereto, which are expressly incorporated herein and made a part of the Agreement Documents hereto and shall do everything required by this Agreement and the Agreement Documents. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR. 2. THE CONTRACT SUM CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth in the Agreement Documents and the Unit Price Schedule an amount in accordance with the compensation schedule set forth in Exhibit "A", attached hereto and incorporated herein. 3. PROVISION OF SERVICES AND COMPLETION OF WORK A. The CONTRACTOR shall only provide to the CITY with printing and mailing utility bills to City of Clermont customers upon receipt of an authorized order from CITY and shall provide the requested items in the timeframe and as set forth in RFB 25-056 or in the specific purchase order submitted by CITY. Nothing herein shall obligate CITY to purchase any specific amount of product from CONTRACTOR or create an exclusive purchase agreement between CITY and CONTRACTOR. CITY shall not be obligated or required to pay for any items received until such time as CITY has accepted the items in accordance with the order provided to CONTRACTOR. Docusign Envelope ID: B5351A28-D1C7-4A68-9238-B55639AD172A B. CONTRACTOR, upon receipt of a purchase order hereunder, shall immediately notify CITY if it has an issue or question related to the fulfillment of the order or whether there will be any delay in providing the items requested. Failure of CONTRACTOR to so notify CITY will preclude CONTRACTOR from seeking payment of any kind for any items that were delayed in delivery. Upon receipt of notification of the delay, CITY may at its sole option cancel the order and seek the items from any available source. C. It is expressly understood and agreed that the passing, approval, and/or acceptance of any services herein by CITY or by any agent or representative as in compliance with the terms of this Contract shall not operate as a waiver by the CITY of strict compliance with the terms of this Contract and the CITY may require the CONTRACTOR replace the accepted services so as to comply with the warranties and specifications hereof. D. COMPANY specifically acknowledges that this Contract does not bind or obligate CITY to purchase any minimum quantity of product during the term hereof. 4. TERM AND TERMINATION A. This Agreement is to become effective upon execution by both parties and shall remain in effect for a period of three (3) years thereafter, unless terminated or renewed as provided for herein. B. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement: a) without cause and for CITY's convenience upon thirty (30) days written notice to CONTRACTOR; b) if CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon the performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work, properly performed and accepted prior to the effective date of termination. C. Upon mutual Agreement of the parties, this Agreement may be renewed for three (3) additional one-year terms. Sixty (60) days prior to completion of each extended term of this Agreement, CONTRACTOR may request and the City may consider an adjustment to price based on changes in the Producer Price Index (PPI). 5. PAYMENTS 2 Docusign Envelope ID: B5351A28-D1C7-4A68-9238-B55639AD172A In accordance with the provisions fully set forth in the Contract Documents, the CONTRACTOR shall submit an invoice to CITY upon completion of the services and delivery of products to CITY as set forth in the applicable purchase order. CITY shall make payment to the CONTRACTOR for all accepted deliveries and undisputed products delivered and services provided, within thirty (30) calendar days of receipt of the invoice. 6. DISPUTE RESOLUTION - MEDIATION A. Any claim, dispute, or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by either party. B. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes, and other matters in question between them by mediation. C. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Clermont, Lake County, Florida unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement Agreements in any court having jurisdiction thereof. 7. INSURANCE AND INDEMNIFICATION RIDER 7.1. Worker's Compensation Insurance The CONTRACTOR shall take out and maintain during the life of this Agreement, Worker's Compensation Insurance for all its employees connected with the work of this Project and, in case any work is sublet, the CONTRACTOR shall require the subCONTRACTOR similarly to provide Worker's Compensation Insurance for all of the subCONTRACTOR employees unless such employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall comply with the Florida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this Agreement at the site of the Project is not protected under the Worker's Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the CITY, for the protection of employees not otherwise protected. 7.2. CONTRACTOR's Commercial General Liability Insurance The CONTRACTOR shall take out and maintain during the life of this Agreement, Commercial General Liability and Business Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be as follows: A. CONTRACTOR's Commercial General Liability, $1,000,000 Each ($2,000,000 aggregate). Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit 3 Docusign Envelope ID: B5351A28-D1C7-4A68-9238-B55639AD172A B. Automobile Liability Coverages, $1,000,000 Each, Bodily Injury & Property Damage Occurrence, Combined Single Limit The insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 7.3. CITY's and CONTRACTOR's Protective Liability Insurance The CITY shall procure and furnish a CITY's and CONTRACTOR's Protective Liability Insurance Policy with the following minimum limits: A. Bodily Injury Liability & $1,000,000 Each ($2,000,000 aggregate) Property Damage Liability Occurrence Combined Single Limit. 7.4. Indemnification Rider A. To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold harmless the CITY and its employees from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney's fees, arising out of or resulting from its performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) , and (2) is caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not such acts are caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Article; however, this indemnification does not include the sole acts of negligence, damage or losses caused by the CITY and its other contractors. B. In any and all claims against the CITY or any of its agents or employees by any employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the CONTRACTOR or any subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. C. The CONTRACTOR hereby acknowledges receipt of ten dollars and other good and valuable consideration from the CITY for the indemnification provided herein. 8. NOTICES 4 Docusign Envelope ID: B5351A28-D1C7-4A68-9238-B55639AD172A All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. CONTRACTOR: InfoSend, Inc. 4240 E. La Palma Ave., Anaheim, CA Attn: Roxana Weil, VP OWNER: City of Clermont 685 W. Montrose Street, Clermont, FL 34711 Attn: Rick Van Wagner, Interim City Manager Either party may change the name of the person receiving notices and the address at which notices are received by so advising the other party in writing. 9. MISCELLANEOUS 9.1. Attorneys' Fees In the event a suit or action is instituted to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law. 9.2. Waiver The waiver by the CITY of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement. 9.3. Severability If any provision of this Agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under applicable law, the remainder of this Agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. 5 Docusign Envelope ID: B5351A28-D1C7-4A68-9238-B55639AD172A 9.4. Amendment Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. 9.5. Entire Agreement This Agreement, including the documents incorporated by reference, contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous Agreements between the parties with respect to the performance of services by CONTRACTOR. 9.6. Assignment Except in the event of a merger, consolidation, or other change of control pursuant to the sale of all or substantially all of either party's assets, this Agreement is personal to the parties hereto and may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of the CITY. 9.7. Venue The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County, Florida. 9.8. Applicable Law This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed, and enforced in accordance with the laws of the State of Florida. 9.9. Public Records The CONTRACTOR expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, including the following: A. Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. B. Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in Florida's Public Records law or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONTRACTOR upon the termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. The CONTRACTOR shall make reasonable efforts to provide all records stored electronically to the CITY in a format compatible with the information technology systems of the CITY. 0 Docusign Envelope ID: B5351A28-D1C7-4A68-9238-B55639AD172A E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, THE CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT THE CITY CLERK'S OFFICE, (352) 241-7331. 10. CONTRACT DOCUMENTS The Contract Documents, as listed below are herein made fully a part of this Contract as if herein repeated. Document Precedence: A. This Agreement B. Purchase Order / Notice To Proceed C. An applicable Contractor Quote or Statement of Work D. All documents contained in RFB 25-056 titled Utility Billing Mailing and Printing Services and CONTRACTOR's response thereto. 7 Docusign Envelope ID: B5351A28-D1C7-4A68-9238-B55639AD172A IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF CLERMONT Signed by: �AQl� 13984BT Tim Murry ATTEST FDocuSigned by: T, AokAo-,d Nowt �SB344A... Tracy Ackroyd Howe FULL NAME FULL NAME Mayor City Clerk TITLE TITLE 4/21/2025 /---4/[K/2025 DATE SIGNED InfoSend, Inc. Signed by: TU f ME462... Roxana Weil FULL NAME 4/17/2025 DATE SIGNED Vice President TITLE DATE SIGNED Docusign Envelope ID: B5351A28-D1C7-4A68-9238-B55639AD172A Exhibit A Pricing Docusign Envelope ID: B5351A28-D1C7-4A68-9238-B55639AD172A 6" CLER ONT Chokce of Chamµons Company: InfoSend, Inc Email: marty.b@infosend.com Contact: Marty Bielecki Address: 4240 E. La Palma Ave Anaheim, CA 92807 Phone: (239) 247-4419 Website: http://www.infosend.com/ Submission Date: Feb 25, 2025 4:33 PM (Eastern Time) City of Clermont Procurement Services Freddy Suarez, Procurement Services Director 685 W. Montrose Street, Clermont, FL 34711 [INFOSEND, INC] RESPONSE DOCUMENT REPORT RFB No. RFB 25-056 Utility Billing Mailing and Printing Services RESPONSE DEADLINE: February 27, 2025 at 2:00 pm Report Generated: Thursday, February 27, 2025 InfoSend, Inc Response CONTACT INFORMATION Docusign Envelope ID: B5351A28-D1C7-4A68-9238-B55639AD172A d" • CLER ONT Choice of Champions City of Clermont Procurement Services Freddy Suarez, Procurement Services Director 685 W. Montrose Street, Clermont, FL 34711 InfoSend, Inc. RFB No. RFB 25-056 Utility Billing Mailing and Printing Services RESPONSE DEADLINE: February 27, 2025 at 2:00 pm Selected Line Item Description InfoSend, Quantity Unit of Measure U nit Cost Tota X 1 Processing, printing, collating, folding, inserting, preparation and 20000 EACH $0.1321 $2,642.00 delivery of regular bills based on 4 billing cycle per month (ranging from 2,500 to 7,000 bills each cycle per month). X 2 Second notice letter to customers per month (ranging from 500 to 3500 EACH $0.1321 $462.35 3,000 bills each cycle). 3 Cost of printing one additional insert per month with less than 48- 20000 EACH $0.0672 $1,344.00 hour notice (ranging from 2,500 to 7,000 each cycle) Black and White 4 Cost of printing one additional insert per month with less than 48- 20000 EACH $0.0747 $1,494.00 hour notice (ranging from 2,500 to 7,000 each cycle) Color X 5 Postage to be billed at cost per month. 23500 EACH $0.54 $12,690.00 Total $15,794.35 Docusign Envelope ID: B5351A28-D1C7-4A68-9238-B55639AD172A Request For Bid #RFB 25-056 Title: Utility Billing Mailing and Printing Services 1. Scope of Work 1.1. Scope of Services The City of Clermont is seeking to outsource the utility bill design, printing and mailing services of the Utility Billing operation. The scope will consist of printing and mailing complete utility bills, delinquent letters and any other communication the City may have with its 23,000 plus utility account holders. This total may amount to over 28,000 communications per month. The City currently uses Tyler Technologies MUNIS as our billing software. Samples of our current utility bill designs are attached. The scope of work includes: a. Contractor must provide programming and bill design services to replicate our Tyler Munis utility bills and delinquent notices. b. The City utilizes four (4) billing cycles per month with each cycle ranging from 2,500 to 7,000 bills, plus a second notice for each cycle ranging from 500 to 2,000 notices. c. Tri-fold paper and insertion of bills and mailings the same day via USPS. d. Front and back color printing is required for both the utility bills and delinquent notices. e. Ability to insert at least one additional bill -insert per month with less than forty-eight (48) hour notice. f. Ability to send one-time off schedule mailers for special notices as needed within 5 days' notice. The quote should be provided and approved prior to sending the mailers out. Separate mailers will need their own invoices. g. Contractor must have the ability to omit printing and mailings to customers who have the e-billing option identified on their account. h. A sample billing document (front and back) is attached to this RFB. i. A sample late notice document is attached to this RFB. j. A sample of a basic envelope is attached to this RFB. k. Mailing of certified letters is not required and is not part of this contract. Contractor must have the ability to place multiple customer messages on the bill dependent on conditions of the account such as delinquent balances, owner messages, leak messages, change in service messages, etc. m. Ability to generate a scan line at the bottom of the utility bill for the purpose of automated reading for payment and remittance processing. n. Postage rate fees must be pass -through, at the lowest possible rate/discount and include any rebates offered by the United States Postal Service. o. Contractor must provide a secured website for data transmission. Docusign Envelope ID: B5351A28-D1C7-4A68-9238-B55639AD172A Request For Bid #RFB 25-056 Title: Utility Billing Mailing and Printing Services p. Invoicing for services must be monthly and include both the invoice and a backup that summarizes the counts for how many bills and notices were mailed on each day, what postage rate was received and totals that match the counts charged on the invoice. Applicant must be able to receive paper checks for form of payment but list other payment methods available, and allow at least 20 days from receipt of invoice to process and send payment. q. The City currently uses a large TXT file to transmit billing and delinquent notice data from the billing software to the printing company. The replicated templates must be able to pull data from our TXT billing file to mass print bills and delinquent notices for 4 billing cycles each. 1.2. Minimum Requirements All respondents shall be able to meet the following requirements: A. Contractor must have a web based access or comparable method where by the City can manage, schedule changes, and track the progress of bills mailed to customers. B. The City must have the ability to spot check bills prior to disbursement. C. Contractor must be available to coordinate with the City's Utility Billing to change the scheduled billing and bill management at any time. D. The City must have the ability to re -call individuals bills, multiple bills, complete billing routes and/or partial bill cycles if it is determined that an error in billing has occurred. Already printed bills must be shredded. E. Respondents must provide programming and bill design services. F. Respondent must hold USPS required certifications such as, but not limited to, CASS and Delivery Point Barcode, Intelligent Barcode, etc. G. The City must have the flexibility to change the bill extract file as well as the bill formatting layout with thirty (30) days written notice of intention. H. Proofs must be returned to the City of Clermont within 2 hours of the file submission. Final processed and finished mail pieces must be in the possession of the USPS by the end of the business day that the electronic billing file proofs are approved. Respondents must provide for redundant data and equipment delivery system in the event of a declared or undeclared (by the County) disaster. A disaster is defined as fire, weather related, or other catastrophic loss or operational capability at the respondents' primary location for the execution and delivery of service in this RFB. J. Respondent must have backup disaster and recovery for downed equipment. K. Provide identity theft safety measures. M Docusign Envelope ID: B5351A28-D1C7-4A68-9238-B55639AD172A Request For Bid #RFB 25-056 Title: Utility Billing Mailing and Printing Services L. Ensure that the City's data is protected, secured and not shared with third party vendors or other individuals, in accordance with local, state and federal regulations. M. Ability to provide automatic mailing address validation with USPS database. This must be completed prior to bill run to reduce delays and returned mail. N. Provide all materials specific to utility bills and letters: 1. 8.5in. x 11 in. perforated 24-lb. white paper for billing statements 2. 8.5in. x 11 in. pre-printed letterhead paper 3. #10 pre-printed window envelope for letters 4. #9 pre-printed envelope, Return 5. #10 pre-printed window envelope, Utility Bill Mailing O. Respondent should be able to provide one solution "send/return" envelope as an option to eliminate return envelopes. P. Must be able to receive paper checks for form of payment and allow at least 20 days from receipt of invoice to process and send payment. 1.3. Additional Information On a separate document, respondent may include a price list of any additional services provided that could be considered in the future by the City. Respondent must also provide information regarding services that do not conform completely to the scope of work requirements but will meet the needs of the City and its customers. Information may include more efficient processes not currently employed by the City but may be seamlessly incorporated by way of process changes without cost impacts. Utility bill statement improvement design information may also be submitted on a separate document for future consideration. 1.4. Utility Bill Forms and Envelope Specifications A. Utility Bills 1. 8.5in. x 11 in., 24-lb., white paper stock, (Duplex Color Printing) B. Mailing Envelopes 1. #10 commercial window envelope (to match existing envelope) 2. Standard window size 3. Pre -Printed — (color font) 4. Gummed closure C. Return Envelope 1. #9 window envelope (to match existing envelope) 2. Standard window size 9 Docusign Envelope ID: B5351A28-D1C7-4A68-9238-B55639AD172A Request For Bid #RFB 25-056 Title: Utility Billing Mailing and Printing Services 3. Pre -Printed — (font color black) 4. Gummed closure 1.5. Proof Approval and Quality Assurance Successful respondent shall provide a hard copy "color match" proof and obtain approval in writing prior to printing. The successful respondent shall ensure that each document is inspected for print quality and content. Rejected proofs must be re -run and re -submitted at no additional cost to the City.