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HomeMy WebLinkAboutPrimadata/ DFI SoultionsL f q`� Agreement Date — 02/01/2020 3 Year Service Agreement Primadata/DFI Solutions in Print/City of Oshkosh Project Name: Utility & Delinquent Bills Primadata, LLC and DFI Solutions in Print (collectively, "Service Provider") will supply, and the City of Oshkosh ("Customer") will accept exclusively from Service Provider all of the Service Items listed in the text of this Agreement. Customer agrees to pay Service Provider for all services rendered on a net thirty (30) basis. Customer warrants that it is not subject to any existing Agreement for the processing services described within this Agreement. Service Provider guarantees that it will provide print and mail services based on services described within the contents of the Agreement. Customer agrees and acknowledges the following as an Agreement to services rendered for the period of three (3) years with a one (1) year extension option. Sixty (60) day prior notice is required for forfeiture of one (1) year extension option. If Customer believes Service Provider has consistently failed to provide quality of goods and services as outlined in Implementation Plan (Schedule A), Customer may terminate this Agreement without penalty provided that Customer first gives Service Provider written notice detailing such service deficiencies and if Service Provider fails to resolve such deficiencies within sixty (60) days after notice. If Customer terminates the Agreement for reasons other than service deficiencies, the repayment of waived development costs is $95.00/month for any remaining months left on the Agreement. Customer concerns shall be presumed resolved unless Customer gives Service Provider a second written notice detailing the continuing deficiencies within ten (10) days after the expiration of such sixty (60) day resolution period. Customer may then cancel this Agreement provided that all previous balances due to Service Provider are paid, for all services rendered Service Provider assumes there will be one (1) mail stream, with no splits, multiple mail groups, or stock changes. The quoted statements would be a monthly statement run, with multiple cycles per month and is requiring a three (3) year processing commitment between all Parties. Service Provider will invoice this project on a monthly basis. The full scope of work is laid out below and priced according to the previously received quote from Service Provider. In addition, the attached Implementation Plan (Schedule A) has additional job specs and details. Scone of Work Item Description PROCESSING SETUP/PRINT/FOLD/INSERT/METER/MAIL Utility Bills Print Black 1/1 on Service Provider 8.5xl1 24# white stock w/perf inserted into Service Provider #10 double window envelopes (maximum 9 sheets of paper per envelope) Delinquent Bills Print Black 1/1 on Service Provider 8.5x11 20# pink stock, inserted into Service Provider #10 double window envelopes (maximum 9 sheets of paper per envelope) Delivery Service First Class Presort Mail Electronic submission of Paperwork & Deliver to Post Office Item Price / Descri tion Initial One Time Setup $0.00(Waived with signed Agreement) Water & Delinquent $0.086/each — Printed black duplex, includes outer envelope Bills $0.023/each - #9 single window or closed face printed BRE envelope. *Closed Envelopes face BRE option would require ordering a 6 or 12 month supply and paying for them upfront Additional Images — $0.034/image Black Flat $0.57/each — Additional cost per piece of 9x12 (includes the cost of envelope) Inserting - Service $0.017/each $0.032/each — 22,000 — Print 1/1 lup on 8.5xl 1 24# white, fold & prepare to Insert - Printing insert Inserts are quoted each time they are requested, price is based on quantity/specs of each insert Postage Postage as incurred and invoiced separately, requires postage account to be setup. Optional Services Messages On-serts $0.00/each as long as message fits message area Notes 1) Optional Services are not included in the total cost. 2) As of July 11998, all addresses on any discount rate first class mail must have been exposed to NCOA updating or ancillary endorsement readings on the outer front read area of the mailing envelopes. 3) Any provided stock must be pre -authorized to meet equipment specifications. 4) Any developmental program work not listed in the specifications or the quote, but necessary for the job, will be billed accordingly. Programming services for calculation and lookup tables, custom reports multiple versions, author changes, non-standard data, etc. are charged at $150.00 per hour. 5) Postage prices are subject to change according to USPS. 6) In the event that cost of materials increases by at least 6% during the duration of the agreement, Service Provider reserves the right to review pricing and discuss any potential needed price adjustments with Customer. Production schedules Production schedules will be established and followed by both the Customer and Service Provider. In the event that production schedules are not adhered to by the Customer, delivery dates will be subject to renegotiations. There will be no liability or penalty for delivery due to state of war, riot, civil disorder, fire, strikes, accidents, action of government or civil authority, acts of God, or other causes beyond the control of the Service Provider. In such cases, schedules will be extended by an amount of time equal to delay incurred. 2 Alterations/Corrections Customer alterations include all work performed in addition to the original specifications, outside of "minor routine semi-annual updates." All such work will be charged at the Service Provider's current rates. Customer Furnished Materials Materials furnished by Customer or their suppliers are verified by delivery tickets. The Service Provider bears no responsibility for discrepancies between delivery tickets and actual counts. Customer supplied paper must be delivered according to specifications famished by the Service Provider. These specifications will include correct weight, thickness, pick resistance, and other technical requirements. Artwork, film, color separations, special dies, tapes, disks, or other materials finished by the Customer must be usable by the Service Provider without alteration or repair. Items not meeting this requirement will be repaired by the Customer, or by the Service Provider at the Service Provider's current rates. Outside Purchases Unless otherwise agreed in writing, all outside purchases as requested or authorized by the Customer, are chargeable. Terms/Claims/Uens Payment is net thirty (30) calendar days from date of invoice. Claims for defects, damages or shortages must be made by the Customer in writing no later than ten (10) calendar days after services are rendered. If no such claim is made, the Service Provider and the Customer will understand that the job has been accepted. Postage invoices will be sent by Service Provider after each mailing. Payment terms for postage invoices is "due on receipt". Personal or Economic Flights The Customer also warrants that the work does not contain anything that is libelous or scandalous, or anything that threatens anyone's right to privacy or other personal or economic rights. The Service Provider reserves the right to use his or her sole discretion in refusing to print anything he or she deems illegal, libelous, scandalous, improper or infringing upon copyright law. Storage/Warehousing The Service Provider will retain tangible paper materials until the related end product has been accepted by the Customer. The Service Provider is not liable for any loss or damage to stored material beyond what is recoverable by the Service Provider's fire and extended insurance coverage. Any unused tangible paper materials will be returned to Customer, at Customer's expense, or destroyed upon termination of the Agreement. Securi Services included in this Agreement may or may not involve the transfer of nonpublic personal information between the Parties. This information is the property of Customer and will be used only for the purposes set forth in this Agreement. All information will be rendered with a high degree of care to protect the security, integrity and confidentiality of the information. All information will either be returned to Customer or destroyed (not retained) upon delivery of the document to the recipients or, in any event, upon termination of the Agreement. Under some limited circumstances, the further transfer of information may be needed to accomplish the purposes for which Customer has contracted Service Provider. If a transfer of the information by Service Provider to a third party is required and permitted, Service Provider agrees that: a. Customer is not a party to the Agreement with the third party. b. Service Provider will use caution and prudence in the selection of responsible third parties as permitted under this term. c. Service Provider will obtain an Agreement from the third party it selects that the third party will use a high degree of care to protect the security, integrity and confidentiality of the information, use the information only for the purposes agreed upon, not transfer the information further, return or destroy the information to Service Provider upon either the completion of the work, or in any event, not later that the termination of the Agreement for services. Any and all information disclosed by Customer shall be deemed to be confidential information. Service Provider shall not use Customer information for any purpose other than as reasonably necessary to fulfill the terms of this Agreement, and shall not disclose Customer information to any third party person without the prior written consent of Customer. Service Provider shall not make Customer information available to any employees, contractors, or agents of Service Provider except those with a need to know. Service Provider shall implement appropriate measures to ensure the security and confidentiality of all Customer information in its possession from time to time, including protecting against any anticipated threats or hazards to the security or integrity of the Customer information. Upon written and reasonable notice from Customer to Service Provider, Service Provider will provide access to Service Provider premises during regular business hours to audit compliance with this section. Upon written request from Customer, Service Provider shall supply, from time to time, written certification of compliance with this section. Service Provider agrees to take appropriate action for all security breaches, including but not limited to, incidents of unauthorized access to or misuse of any Non -Public Personal Information (as these terms are defined in the Privacy Regulations issued pursuant to the Gramm -Leach -Bliley Act), and shall notify Customer of any such security breach immediately, not to exceed twenty four (24) hours from time of discovery. In addition, Service Provider agrees to observe applicable state and federal law in the use and retention of confidential information. The Parties agree that this is a material term of the Agreement. Liabili The Service Provider's liability will be limited to the replacement of, and postage for, any errors in printing, storing, sorting and mailing of statements or loss of inserts to the statements. The loss of Private Member Data due to a breach, whether internal or external, can cause severe reputation damage to both the Service Provider and the Customer. Service Provider will maintain Cyber Liability insurance coverage in the amount of at least $1,000,000 to aid in rectifying and repairing member and Customer confidence. To help limit the effects of a breach, Service Provider will remove all Customer's data from their systems (including backup systems) within one hundred twenty (120) days of mailing of the statements. This includes data files and all files generated for each specific print j ob. Customer retains the right to audit Service Provider with twenty four (24) hour notice to determine compliance with this provision. Service Provider and Customer agree to notify each other in a timely manner should either become aware of a data breach. Limitation of Liability with Respect to City Notwithstanding any other article herein to the contrary, this Agreement shall not be construed in any way so as to waive the City's immunity from liability and/or limitation of damages as set forth within any Federal, State, or local statute, ordinance, rule or regulation including, but not limited to, the limits of liability, and statute of limitations, as set forth within Section 893.80 through 893.82 of the Wisconsin State Statutes. 4 Indemnification The Customer agrees to indemnify and hold harmless Service Provider for all liability, damages, and attorney fees that may be incurred in any legal action connected with copyright infringement involving work produced from data provided by Customer. Service Provider must notify Customer of any such action within five (5) business days of knowledge of such action. Service Provider agrees to indemnify and hold harmless Customer for all liability, damages, and attorney fees that may be incurred in any legal action connected with copyright infringement involving software, processes and machinery used in the production of documents for Customer. Dispute Resolution The Parties will attempt to resolve any dispute or claim arising from or in connection with this Agreement by appropriate internal means, including referral to each Parties senior management. Before either Party may bring any action or other proceeding, such Party will promptly notify the other Party in writing of the dispute or claim. No action will be brought until: (a) the respective key personnel for each Party conduct a study of the dispute or claim; (b) a meeting between the Parties, including at least one representative of senior management, is held at a mutually convenient time and place as soon as practicable to try to resolve the dispute; and (c) if after such meeting takes place, one of the Parties sends a letter to the other stating it is unable to resolve the matter in dispute. Thereafter, the Parties may, by mutual consent, seek to resolve any disputes by the use of mediation and/or binding or non -binding arbitration. Unless the Parties agree otherwise in writing, neither Party waives its right to seek the remedies otherwise available to it under this Agreement by pursuing alternative dispute resolution such as mediation or arbitration. Recognition B: Parties of Adequacy of Terms of Agreement The Parties agree that their negotiations have led each Party to an understanding of the business needs and requirements of the other Party in connection with the services to be provided under this Agreement. Each of the Parties acknowledges that the terms of this Agreement adequately define and provide for its business needs and requirements in connection with the services to be provided under this Agreement. Relationship of the Parties No employment, partnership, or agency relationship or joint venture is created by reason of this Agreement. Neither Party is authorized to bind the other to any Agreement or contract with any third party. Assignment Agreement for Benefit of Parties Only This Agreement will be binding upon and will inure to the benefit of the Parties hereto and their successors and permitted assigns. Notwithstanding the above, neither Party may assign this Agreement without the prior written consent of the other Party. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the Parties to this Agreement and their successors and permitted assigns. Entire Agreement: Amendment: Waiver Each of the Parties acknowledges that it has reviewed this Agreement and understands its terms and conditions. This Agreement (including the Attachments) represents the complete understanding of the Parties with respect to the matters set forth in this Agreement and supersedes any and all previous representations, statements, or promises, whether verbal or in writing. The Parties specifically affirm the limitations in respect of warranties and remedies set forth in this Agreement and agree that no other warranties or promises have been made except for such express warranties made. This Agreement may not be modified, altered, amended, or changed except by mutual agreement of the Parties in writing. No failure by either Party to insist upon strict performance of any term of this Agreement will act as a waiver of such Parties right to upon strict performance of such term at a later time or to insist upon strict performance of any other term of this Agreement. Governiu¢ Law This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin as if it were negotiated, executed and performed entirely within the State of Wisconsin. The jurisdiction and venue for any dispute under this agreement shall be the circuit court for Winnebago County, State of Wisconsin. Notices All notices and other communications required or permitted by this Agreement shall be in writing and will be effective when delivered to the addresses for the Parties set forth in the first pazagraph Of this Agreement by hand or by a nationally recognized overnight courier services (costs prepaid). Counterparts: Electronic Sienatures This Agreement may be executed in any number of counterparts, and all be deemed an each sha original with all such counterparts constituting one and the same instrument. a manual signature on this Agreement an image of which shall have been transmitted electronically, will constitute an original signature for all purposes. IN WITNESS WHEREOF, the City of Oshkosh. Wisconsin, has caused this contract to be sealed with its corporate seal ad to be subscribed to by its City Manager and City Clerk and countersigned by the Comptroller of said City, and SERVICE PROVIDER hereunto set its hand and seal the date fast written above. City of Oshkosh Print Name: Mark A. Rohloff Title: CityMana er Witness:s Primadataa,, lLLLC By: Print Name: Steve Humin Title: CFO Date: //_ /,?- / q DFI Solutions in Print And: 1� By: Print Name: Pamela Ubrie Print Name: JBassindfigi, Title: _City Clerk Witness: Date: I hereby certify that the necessary provisions have been made to pay the liability with will accrue under this agreement. City Comptroller APP OVED: \ ity Attorney Title: VP — Sales Date: 0