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Contract 2020-046A#2020-46-A AGREEMENT NO. &W —'A FOR UTILITY BILL MAILING AND PRINTING SERVICES THIS AGREEMENT, is made and entered into this Ll�— day of JU 14 2020, 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 NORTHEAST II, INC. d/b/a TC DELIVERS, whose address is: 8879 Boggy Creek Rd., Orlando, FL 32824, (hereinafter referred to as "CONTRACTOR"). WHEREAS, the City of Clermont issue RFB 20-020 titled Utility Bill Mailing and Printing Services; WHEREAS, CONTRACTOR submitted its response dated April 9, 2020 to RFB 20-020; WHEREAS, CITY desires to award a contract to CONTRACTOR in accordance with the terms and conditions of RFB 20-020 and CONTRACTOR's response thereto; WTTNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: ARTICLE I — SCOPE OF WORK The CONTRACTOR shall provide utility bill design, printing and mailing services as described in CITY's RFB 20-020 and CONTRACTOR's April 9, 2020 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. ARTICLE II — 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. ARTICLE III — TERM AND TERMINATION 1. 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. 2. 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. 3. Upon mutual Agreement of the parties, this Agreement may be renewed for two (2) additional one (1) 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). ARTICLE IV — COMMENCEMENT AND COMPLETION OF WORK CITY shall authorize services to be provided hereunder by issuing a purchase order or notice to proceed to CONTRACTOR. ARTICLE V — PAYMENTS In accordance with the provisions fully set forth in the Contract Documents, 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. ARTICLE VI — DISPUTE RESOLUTION - MEDIATION 1. 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. 2. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and other matters in question between them by mediation. 3. 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 2 agreed upon. Agreements reached in mediation shall be enforceable as settlement Agreements in any court having jurisdiction thereof. ARTICLE VII — INSURANCE AND INDEMNIFICATION RIDER 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. 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 (b) Automobile Liability Coverages, $1,000,000 Each, Bodily Injury & Property Damage Occurrence, Combined Single Limit Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 3. 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 3 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. ARTICLE VIII — NOTICES 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: Northeast II, Inc. d/b/a TC Delivers 8879 Boggy Creek Road Orlando, FL 32824 Attn: Jamie Freeman, Vice President CITY: City of Clermont Attn: Darren Gray, City Manager 685 W. Montrose Street Clermont, FL 34711 ARTICLE IX — MISCELLANEOUS 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 rd 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. 2. Waiver. The waiver by 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. 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. 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. 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. 6. Assignment. Except in the event of 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 city. 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. 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. Public Records. Contractor expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, to include, to: (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 5 not exceed the cost provided in this 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 termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. CONTRACTOR shall use reasonable efforts to provide all records stored electronically must be provided to the CITY in a format that is compatible with the information technology systems of the CITY. (e) IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S OFFICE, (352) 241-7331. ARTICLE X — AGREEMENT DOCUMENTS The Agreement Documents, as listed below are herein made fully a part of this Agreement as if herein repeated. Document Precedence: 1. This Agreement 2. Purchase Order / Notice To Proceed 3. All documents contained in City of Clermont RFB 20-020 and any amendments thereto. 5. CONTRACTOR's April 9, 2020 response to RFB 20-020. 0 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this,�4 day of U 2020. City of Clermont Howe, City Clerk Northeast II, Inc. d/b/a TC Delivers By: (Sign e) (Name & Title Printed or Typed) 7 EXHIBIT A SECTION - C PRICE SCHEDULE NOTE: The quantities shown in the Price Schedule are estimates only. They may vary significantly from the actual quantities ordered by the City. Payment shall be for the units ordered, placed, and accepted by the City. By signing this form, the respondent fully acknowledges that there will be no additional compensation (no overhead, no anticipated profits, etc.) other than the unit price of the items times the number of items authorized, ordered, placed, and accepted by the City. eDescription 'mu Unit Processing, printing, collating, folding, inserting, preparation and delivery of regular 1 bills based on 4 billing cycle per month 2,000/ E (ranging from 3,000 to 7,000 bills each cycle Each $0.07703 $1,540.6Q per month). 2 Second notice letter to customers per month 4,000/ $0.05548 $221.92 (ranging from 500 to 3,000 bills each cycle). Each Cost of printing one additional insert per 3 month with less than 48-hour notice (ranging 20,000/ $.0342 $684.00 from 3,000 to 7,000 each cycle) (BM or Each color). 4 Postage to be billed at cost per month. 24,a000 at At Cost At Cost ' $2,446.52 RFB No: 20-020 Page 13 of 31 SECTION — C PRICE SCHEDULE By signing below, the respondent agrees to all terms, conditions, and specifications as stated in this solicitation, and is acting in an authorized capacity to execute this response. The respondent also certifies that it can and will provide and make available, at a minimum, the items set forth in this solicitation. Company Name (print): TC Delivers Street address: 8879 Boggy Creek Rd. Orlando, FL 32824 Mailing Address (if different): Telephone: (407) 855-8262 Fax: (407) 855-4457 Email: jamie.freeman@tcdelivers.com Payment Terms: 100 % days, net30 FEIN: 23 _ 2096759 Professional. License No.: 3100-1103876 Signature: Date: 4/15/20 Print Name: Jami reem Title: Vice President Does the respondent accept payment using the City's MASTERCARD? ❑ Yes ® No END OF SECTION — C RFB No: 20-020 Page 14 of 31 SECTION — B STATEMENT OF WORK The City of Clermont is seeking to outsource the utility bill design, printing and mailing services of the Utility Billing operation. The scope will consists of printing and mailing complete utility bills, reminder letters and any other communication the City may have with its 20,000 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. See Section K for a sample of our current utility bill designs. 1 — SCOPE The scope of work includes: a. Contractor must provide programming and bill design services. b. The City utilizes four (4) billing cycles per month with each cycle ranging from 3,000 to 7,000 bills plus a second notice for each cycle ranging from 500 to 3,000 bills. c. Tri-Fold paper and insertion of bills and mailings of same via USPS. d. Duplex color printing is required. e. Ability to insert at least one additional bill -insert per month with less than forty-eight (48) hour notice. f. Contractor must have the ability to omit printing and mailings to customers who have the e-billing option identified on their account. g. A sample billing document (front and back) is attached to this RFB. h. A sample late notice document is attached to this RFB. i. A sample of a basic envelope is attached to this RFB. j. Mailing of certified letters is not required and is not part of this contract. k. 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. I. Ability to generate a scan line at the bottom of the utility bill for the purpose of automated reading for payment and remittance processing. m. Postage rate fees must be pass -through, at the lowest possible rate/discount and include any rebates offered by the United States Postal Service. n. Contractor must provide a secured website for data transmission. RFB No: 20-020 Page 9 of 31 SECTION — B STATEMENT OF WORK 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 able 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. 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 is released by the City of Clermont, Utility Billing. i. 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. RFB No: 20-020 Page 10 of 31 SECTION — B STATEMENT OF WORK I. 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: • 8.5in. x 11 in. perforated 24-lb. white paper for billing statements (see Section K) • 8.5in. x 11 in. pre-printed letterhead paper (see Section K) • #10 pre-printed window envelope for letters (see Section K) • #9 pre-printed envelope, Return (see Section K) #10 pre-printed window envelope, Utility Bill Mailing (see Section K) o. Respondent should be able to provide one solution "send/return" envelope as an option to eliminate return envelopes. 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. 4 — UTILITY BILL FORMS & ENVELOPE SPECIFICATIONS a. Utility Bills • 8.5in. x 11 in., 24-lb., white paper stock, (Duplex Color Printing) b. Mailing Envelopes • #10 commercial window envelope (to match existing envelope) RFB No: 20-020 Page 11 of 31 SECTION — B STATEMENT OF WORK • Standard window size • Pre -Printed — (color font) • Gummed closure c. Return Envelope • #9 window envelope (to match existing envelope) • Standard window size • Pre -Printed — (font color black) • Gummed closure 5 — PROOF APPROVAL AND QUALITY ASSURANCE Successful respondent shall provide a hard copy "color match" proof and obtain authorization 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. END OF SECTION — B RFB No: 20-020 Page 12 of 31