HomeMy WebLinkAboutR-2023-045 Resolution authorizing contract amendment No. 1 extending the term of Bid 11807P Bulk Printing and Mailing Services with InfoSend for two additional years RESOLUTION NO. R-2023-045
A RESOLUTION authorizing a Contract Amendment with InfoSend Inc., for Bulk Printing
and Mailing Services.
WHEREAS, the City of Yakima and InfoSend, Inc. have previously entered into a
contract for bulk printing and mailing services on May 22, 2018, City Contract Number 2018-
086; and
WHEREAS, the current agreement with InfoSend Inc., 2018-086, is set to expire on
05/21/23; and,
WHEREAS, the parties wish to amend the contract pursuant to Section 4 of the initial
Agreement to allow for two additional one year extensions; and
WHEREAS, the First Amendment to Professional Services Agreement will extend Bulk
Printing and Mailing Services for Utility Services through 5/21/25, or until a new award has been
completed, whichever comes first, now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized to execute a Contract Amendment with InfoSend
Inc., for Bulk Printing and Mailing, attached hereto and incorporated herein by this reference.
ADOPTED BY THE CITY COUNCIL this 4'h day of April, 2023.
bt A.41 4416
Janice Deccio, Mayor
ATTEST: (.11
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Sonya laar Tee, City Clerk ;zi
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FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
FOR BULK PRINTING AND MAILING SERVICES
Whereas, the City of Yakima and InfoSend, Inc. have previously entered into a contract
for bulk printing and mailing services on May 22, 2018, City Contract Number 2018-086; and
Whereas, the parties wish to amend the contract pursuant to Section 4 of the initial
Agreement to allow for two additional one year extensions.
Now, Therefore, City and InfoSend, Inc. agree to amend Section 3 of the Agreement to
read as follows:
3. Contract Term
The period of this Contract shall be for a period of one year from its effective date.
The City may, at its option, extend the Contract on a year to year basis for up to
six additional years provided, however, that either party may at any time during the
life of this Contract,or any extension thereof,terminate this Contract by giving thirty
(30) days' notice in writing to the other party of its intention to cancel. Contract
extensions shall be automatic,and shall go into effect without written confirmation,
unless the City provides advance notice of the intention to not renew. Prices
remain firm for the first twelve month period of the Contract.
All other terms and conditions of the agreement remain in effect unchanged.
This amendment shall become effective once authorized signatories of both InfoSend, Inc.
and the City of Yakima have signed this Amendment.
CITY OF YAKIMA INFOSEND, INC.
By: '' By:
Robert Harrison, City Manager R zai, resident
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Sonya Claar e, City Clerk '. - * • .• • �• • ,%
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 6.F.
For Meeting of:April 4, 2023
ITEM TITLE: Resolution authorizing contract amendment No. 1 extending the
term of Bid 11807P Bulk Printing and Mailing Services with
I nfoSend for two additional years
SUBMITTED BY: Susan Knotts,Acting Purchasing Manager
*James Dean, Utility Customer Service Manager
SUMMARY EXPLANATION:
Utility Billing's current contract for bulk printing and mailing services with InfoSend expires on May 21,
2023. Utility Billing is extending their current contract for an additional two years with an expiration
date of May 21, 2025, allowing Utilities the time to contract and implement their new Merchant
Payment system before doing a full Request for Proposal (RFP) process for their bulk printing and
mailing services.
ITEM BUDGETED: Yes
STRATEGIC PRIORITY: Public Trust and Accountability
APPROVED FOR SUBMITTAL BY THE CITY MANAGER
RECOMMENDATION:
Adopt Resolution
ATTACHMENTS:
Description Upload Date Type
D Resolution Authorizing Contract Amendment 1 3/22/2023 Resolution
D Contract Amendment 1 3/23/2023 Contract
For City of Yakima Use Only:
Contract No.
Project No.11807P
Resolution No.
SOQ No.
PROFESSIONAL SERVICES AGREEMENT
FOR BULK PRINTING AND MAILING SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT, entered into this ?Zndday of May, 2018,
between the City of Yakima, a Washington municipal corporation ("City") and InfoSend, Inc.
("Contractor").
WITNESSETH: The parties, in consideration of the terms and conditions herein, do hereby
covenant and agree as follows:
1. Statement of Work
The minimum services that the Contractor will provide include services described in RFP 11807P
Specifications which are attached as Exhibit A hereto and incorporated herein by this reference.
2. Compensation
The City agrees to pay the Contractor according to Exhibit B, attached hereto and incorporated
herein,which Exhibit includes the specifications and payment schedule of itemized prices as listed
in the Contractor's RFP submittal at the time and in the manner and upon the conditions provided
for in the Contract.
3. Contract Term
The period of this Contract shall be for a period of one year from its effective date. The City may,
at its option, extend the Contract on a year to year basis for up to four additional years provided,
however, that either party may at any time during the life of this Contract,or any extension thereof,
terminate this Contract by giving thirty (30)days' notice in writing to the other party of its intention
to cancel. Contract extensions shall be automatic, and shall go into effect without written
confirmation, unless the City provides advance notice of the intention to not renew. Prices shall
remain firm for the first twelve month period of the Contract.
4. Changes
Any proposed change in this Contract shall be submitted to the other party, as listed herein for its
prior written approval. If approved, change will be made by a contract modification that will
become effective upon execution by the parties hereto. Any oral statement or representation
changing any of these terms or conditions is specifically unauthorized and is not valid.
5. Agency Relationship between City and Contractor
Contractor shall, at all times, be an independent Contractor and not an agent or representative of
City with regard to performance of the Services. Contractor shall not represent that it is, or hold
itself out as, an agent or representative of City. In no event shall Contractor be authorized to
enter into any agreement or undertaking for, or on, behalf of City.
Page 1 of 19
6. Successors and Assigns
a. Neither the City, nor the Contractor, shall assign, transfer, or encumber any rights,
duties, or interests accruing from this Contract without the prior written consent of the
other.
b. The Contractor for himself, and for his heirs, executors, administrators, successors,
and assigns, does hereby agree to the full performance of all the covenants herein
contained upon the part of the Contractor.
7. Property Rights
All records or papers of any sort relating to the City and to the project will at all times be the
property of the City and shall be surrendered to the City upon demand. All information concerning
the City and said project which is not otherwise a matter of public record or required by law to be
made public, is confidential, and the Contractor will not, in whole or part, now or at any time
disclose that information without the express written consent of the City.
8. Inspection and Production of Records
a. The records relating to the Services shall, at all times, be subject to inspection by and
with the approval of the City, but the making of (or failure or delay in making) such
inspection or approval shall not relieve Contractor of responsibility for performance of
the Services in accordance with this Contract, notwithstanding the City's knowledge of
defective or non-complying performance, its substantiality or the ease of its discovery.
Contractor shall provide the City sufficient, safe, and proper facilities, and/or send
copies of the requested documents to the City. Contractor's records relating to the
Services will be provided to the City upon the City's request.
b. Contractor shall promptly furnish the City with such information and records which are
related to the Services of this Contract as may be requested by the City. Until the
expiration of six (6) years after final payment of the compensation payable under this
Contract, or for a longer period if required by law or by the Washington Secretary of
State's record retention schedule, Contractor shall retain and provide the City access
to (and the City shall have the right to examine, audit and copy) all of Contractor's
books, documents, papers and records which are related to the Services performed
by Contractor under this Contract.
c. All records relating to Contractor's services under this Contract must be made
available to the City, and the records relating to the Services are City of Yakima
records. They must be produced to third parties, if required pursuant to the
Washington State Public Records Act, Chapter 42.56 RCW, or by law. All records
relating to Contractor's services under this Contract must be retained by Contractor
for the minimum period of time required pursuant to the Washington Secretary of
State's records retention schedule.
d. The terms of this section shall survive any expiration or termination of this Contract.
9. Work Made for Hire
All work the Contractor performs under this Contract shall be considered work made for hire, and
shall be the property of the City. The City shall own any and all data, documents, plans,
copyrights, specifications, working papers, and any other materials the Contractor produces in
connection with this Contract. On completion or termination of the Contract, the Contractor shall
deliver these materials to the City.
Page 2 of 19
10. Compliance with Law
Contractor agrees to perform all Services under and pursuant to this Contract in full compliance
with any and all applicable laws, rules, and regulations adopted or promulgated by any
governmental agency or regulatory body, whether federal, state, local, or otherwise. Contractor
shall procure and have all applicable and necessary permits, licenses and approvals of any
federal, state, and local government or governmental authority or this project, pay all charges and
fees, and give all notices necessary and incidental to the due and lawful execution of the work.
a. Procurement of a City Business License. Contractor must procure a City of Yakima
Business License and pay all charges, fees, and taxes associated with said license.
b. Contractor must provide proof of a valid Washington department of Revenue state
excise tax registration number, as required in Title 85 RCW.
c. Contractor must provide proof of a valid Washington Unified Business Identification
(UBI) number. Contractor must have a current UBI number and not be disqualified
from bidding on any public works contract under RCW 39.06.101 or 36.12.065(3).
d. Contractor must provide proof of a valid Washington Employment Security Department
number as required by Title 50 RCW.
e. Foreign (Non-Washington) Corporations: Although the City does not require foreign
corporate proposers to qualify in the City, County or State prior to submitting a
proposal, it is specifically understood and agreed that any such corporation will
promptly take all necessary measures to become authorized to conduct business in
the City of Yakima at their own expense, without regard to whether such corporation
is actually awarded the contract, and in the event that the award is made, prior to
conducting any business in the City.
11. Nondiscrimination Provision
During the performance of this Contract, the Contractor agrees as follows:
The Contractor shall not discriminate against any person on the grounds of race, creed, color,
religion, national origin, sex, age, marital status, sexual orientation, pregnancy, veteran's status,
political affiliation or belief, or the presence of any sensory, mental or physical handicap in
violation of the Washington State Law Against Discrimination (RCW chapter 49.60) or the
Americans with Disabilities Act(42 USC 12101 et seq.).
This provision shall include but not be limited to the following: employment, upgrading, demotion,
transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of
compensation, selection for training, and the provision of Services under this Agreement.
In the event of the Contractor's noncompliance with the non-discrimination clause of this contract
or with any such rules, regulations, or orders, this Contract may be cancelled, terminated, or
suspended in whole or in part and the Contractor may be declared ineligible for any future City
contracts.
12. Pay Transparency Nondiscrimination Provision
The Contractor will not discharge or in any other manner discriminate against employees or
applicants because they have inquired about, discussed, or disclosed their own pay or the pay of
another employee or applicant. However, employees who have access to the compensation
information of other employees or applicants as a part of their essential job functions cannot
disclose the pay of other employees or applicants to individuals who do not otherwise have access
Page 3 of 19
to compensation information, unless the disclosure is (a) in response to a formal complaint or
charge, (b) in furtherance of an investigation, proceeding, hearing, or action, including an
investigation conducted by the employer, or (c) consistent with the contractor's legal duty to
furnish information.
13. Indemnification and Hold Harmless
a. Contractor shall take all necessary precautions in performing the Services to prevent
injury to persons or property. Contractor agrees to defend, indemnify and hold
harmless the City, its elected and appointed officials, officers, employees, attorneys,
agents, and volunteers from any and all claims, demands, losses, liens, liabilities,
penalties,fines, lawsuits,and other proceedings and all judgments,awards, costs and
expenses (Including reasonable costs and attorney fees) which result or arise out of
the sole negligent acts or omissions of Contractor, its officials, officers, employees or
agents.
b. If any suit,judgment, action, claim or demand arises out of, or in conjunction with, the
negligent acts and/or omissions of both the Contractor and the City, or their elected or
appointed officials, officers, employees, agents, attorneys or volunteers, pursuant to
this Contract, each party shall be liable for its proportionate share of negligence for
any resulting suit,judgment, action, claim, demand, damages or costs and expenses,
including reasonable attorneys'fees.
c. Nothing contained in this Section or this Contract shall be construed to create a liability
or a right of indemnification in any third party.
d. The terms of this section shall survive any expiration or termination of this Contract.
14. Insurance Provided by Contractor
a. Contractors Liability Insurance: It is understood that the Owner does not maintain
liability insurance for Contractor and/or its employees or subcontractors. The
Contractor shall obtain and maintain in full force and effect during the term of the
contract, commercial general liability coverage with insurance carriers admitted to do
business in the State of Washington. The insurance companies must carry a Best's
Rating of A-VII or better. At all times during the life of this Contract, Contractor agrees
to maintain, on a primary and non-contributory basis and at its sole expense, the
insurance coverage's, limits,and endorsements noted below. All such insurance shall
not be subject to any deductible or self-insured retention (SIR). There shall be no
cancellation, material change, reduction in limits or intent not to renew the insurance
coverage(s) without 30 days written notice from the contractor or its insurer(s) to
Owner. The requirements contained herein, as well as Owner's review or acceptance
of insurance maintained by Contractor is not intended to and shall not in any manner
limit or qualify the liabilities or obligations assumed by Contractor under this Contract.
The policies will be written on an occurrence basis, subject to the following minimum
limits of liability:
Commercial General Liability:
Combined Single Limit: $2,000,000 Per Occurrence
$2,000,000 Annual Aggregate
Auto Liability: Combined Single Limit: $1,000,000 Per Occurrence
Umbrella: $1,000,000 Minimum
Page 4 of 19
The City of Yakima, its agents, employees, authorized volunteers; elected and
appointed officials shall be included as Primary/Non-Contributory additional insureds.
If Contractor carries higher coverage limits, such limits shall be shown on the
Certificate of Insurance and Endorsements and City of Yakima, its agents, employees,
authorized volunteers; elected and appointed officials, shall be named as an additional
insureds for such higher limits.
The Contractors' insurance coverage shall be primary insurance with respect to those
who are Additional Insureds under this agreement. Any insurance, self-insurance or
insurance pool coverage maintained by the Owner shall be in excess of the
Contractor's insurance and shall not contribute to it.
The Contractor will provide a Certificate of Insurance to the Owner as evidence of
coverage. A copy of the additional insured endorsement attached to the policy will be
included with the certificate. This Certificate of insurance shall be provided to the
Purchasing Manager, prior to commencement of this work.
If at any time during the life of the Contract or any extension, the Contractor fails to
maintain the required insurance in full force and effect, all work under the Contract
shall be discontinued immediately. Any failure to maintain the required insurance may
be sufficient cause for the Owner to terminate the Contract.
The Contractor shall also maintain workers compensation through the State of
Washington.
b. Should a court of competent jurisdiction determine that this Contract is subject to RCW
4.24.115, then, in the event of liability for damages arising out of bodily injury to
persons or damages to property caused by or resulting from the concurrent negligence
of the Contractor and the Owner, its officers, officials, employees, and volunteers, the
Contractor's liability hereunder shall be only to the extent of the Contractor's
negligence.
c. The Owner reserves the right to require higher or lower limits where warranted.
15. Severability
If any term or condition of this Contract or the application thereof to any person(s) or
circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications
which can be given effect without the invalid term, condition or application. To this end, the terms
and conditions of this Contract are declared severable.
16. Contract Documents
This Contract, the Request for Proposals No.11807P, Scope of Work, conditions, addenda, and
modifications and Contractor's proposal (to the extent consistent with Yakima City documents)
constitute the Contract Documents and are complementary. Specific Federal and State laws and
the terms of this Contract, in that order respectively, supersede other inconsistent provisions.
These Contract Documents are on file in the Office of the Purchasing Manager, 129 No. 2nd St.,
Yakima, WA, 98901, and are hereby incorporated by reference into this Contract.
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17.Termination
Termination for Cause: The City may terminate the Contract after providing the Contractor
with thirty(30) calendar days written notice of the Contractor's right to cure a failure of
the Contractor to perform under the terms of this Contract.
The Contractor may terminate the Contract after providing the City sixty (60) calendar
days' notice of the City's right to cure a failure of the City to perform under the terms
of the Contract.
Upon the termination of the Contract for any reason, or upon Contract expiration, each
party shall be released from all obligations to the other party arising after the date of
termination or expiration, except for those that by their terms survive such termination
or expiration
Termination for Convenience: Either party may terminate the Contract at any time,without
cause, by providing a written notice; the City by providing at least thirty (30) calendar
days' notice to the Contractor, and the Contractor providing at least sixty(60)calendar
days' notice to the City in advance of the intended date of termination.
In the event of termination for convenience, the Contractor shall be entitled to receive
compensation for any fees owed under the Contract. The Contractor shall also be
compensated for partially completed services. In this event, compensation for such
partially completed services shall be no more than the percentage of completion of the
services requested, at the sole discretion of the City, multiplied by the corresponding
payment for completion of such services as set forth in the Contract. Alternatively, at
the sole discretion of the City, the Contractor may be compensated for the actual
service hours provided.The City shall be entitled to a refund for goods or services paid
for but not received or implemented, such refund to be paid within thirty (30) days of
written notice to the Contractor requesting the refund.
Contract Cancellation: The City reserves the right to cancel the Contract in whole or in
part without penalty if the Contractor:
a. Breaches or defaults an obligation under the Contract;
b. Fails to perform any material obligation required under the Contract;
c. Files a petition in bankruptcy, becomes insolvent, or otherwise takes action to
dissolve as a legal entity;
d. Allows any final judgment not to be satisfied or a lien not to be disputed after a
legally-imposed, 30-day notice;
e. Makes an assignment for the benefit of creditors;
f. Fails to follow the sales and use tax certification requirements of the State of
Washington
g. Incurs a delinquent Washington tax liability;
h. Becomes a State or Federally debarred Contractor;
i. Is excluded from federal procurement and non-procurement Contracts;
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j. Fails to maintain and keep in force all required insurance, permits and licenses as
provided in the Contract;
k. Fails to maintain the confidentiality of the City information that is considered to be
Confidential Information, proprietary, or containing Personally Identifiable
Information, or
I. Contractor performance threatens the health or safety of the City or municipal
employee
m. Change in Funding: If the funds upon which the City relied to establish this Contract
are withdrawn, reduced,or limited,or if additional or modified conditions are placed
on such funding, the City may terminate this Contract by providing at least five
business days written notice to the Contractor. The termination shall be effective
on the date specified in the notice of termination.
18. Dispute Resolution
In the event that any dispute shall arise as to the interpretation of this agreement, or in the event
of a notice of default as to whether such default does constitute a breach of the contract, and if
the parties hereto cannot mutually settle such differences, then the parties shall first pursue
mediation as a means to resolve the dispute. If the afore mentioned methods are either not
successful then any dispute relating to this Agreement shall be decided in the courts of Yakima
County, in accordance with the laws of Washington. If both parties consent in writing, other
available means of dispute resolution may be implemented.
19. Re-Award
When the contract is terminated by the Contractor upon 30-days written notice as herein provided,
the City, pursuant to City ordinance, may re-award the contract to the next most responsible
Proposer.
When a Contractor is unable to supply goods and/or services to the City and is in breach of the
contract, or when the contract is terminated by the City for cause as herein provided, the City
reserves the right to re-award the contract to the next most responsible Proposer
20. Substitution
The Contractor shall not substitute or deviate from said specifications of this Contract without a
written agreement amendment, signed by the City Manager, or pursuant to Section 55 below
entitled "Change or Notices". Any violation of this procedure by the Contractor will be considered
cause for immediate cancellation of the Contract for cause by the City.
21. Contractor Shall Furnish
Except as otherwise specifically provided in this Contract, Contractor shall furnish the following,
all as the same may be required to perform the services described in Exhibit A, in accordance
with this Contract: personnel, labor and supervision; and technical, professional and other
services. All such services, property and other items furnished or required to be furnished,
together with all other obligations performed or required to be performed, by Contractor under this
Contract are sometime collectively referred to in this Contract as the "(Services)."
22. Complementary Provisions
All provisions of this Contract are intended to be complementary, and any services required by
one and not mentioned in another shall be performed to the same extent as though required by
all. Details of the services that are not necessary to carry out the intent of this Contract, but that
are not expressly required, shall be performed or furnished by Contractor as part of the services,
without any increase in the compensation otherwise payable under this Contract.
Page 7 of 19
23. Invoices
The City will use its best efforts to pay each of Contractor's invoices within thirty (30) days after
the City's receipt and verification thereof; provided, however, that all such payments are expressly
conditioned upon Contractor providing services hereunder that are satisfactory to the City. The
City will notify the Contractor promptly if any problems are noted with the invoice. To insure
prompt payment, each invoice should cite purchase order number, contract number, description
of item purchased, unit and total price, discount term and include the Contractor's name and
return remittance address.
Contractor will mail invoices to the Owner at the following address:
City of Yakima Utility Services
Attn: James Dean, Utility Services Manager
129 No. 2nd Street
Yakima, WA 98901
24. Prime Contractor
Contractor is the Prime Contractor hereunder. The Prime Contractor shall be the sole point of
contact with regard to all contractual matters arising hereunder, including the performance of
services and the payment of any and all charges resulting from its contractual obligations.
25. Delegation of Professional Services
The services provided for herein shall be performed by Contractor, and no person other than
regular associates or employees of Contractor shall be engaged on such work or services.
Contractor shall not (by contract, operation of law or otherwise) delegate or subcontract
performance of any services to any other person or entity without the prior written consent of the
City. Any such delegation or subcontracting without the City's prior written consent shall be
voidable at the City's option.
No delegation of subcontracting of performance of any of the services, with or without the City's
prior written consent, shall relieve Contractor of its responsibility to perform the services in
accordance with this Contract. Contractor shall be fully responsible for the performance, acts and
omissions of Contractor's employees, Contractor's subcontractors, and any other person who
performs or furnishes any services (collectively, the "Support").
Contractor shall at all times be an independent contractor and not an agent or representative of
the City with regard to performance of the services. Contractor shall not represent that it is, nor
hold itself out as, an agent or representative of the Owner. In no event shall Contractor be
authorized to enter into any agreement or undertaking for or on behalf of the City. Neither the
Contractor nor any employee of the Contractor is entitled to any benefits that the City provides its
employees. The Contractor is solely responsible for payment of any statutory workers
compensation or employer's liability insurance as required by state law. The Contractor will have
an active account with the Department of Revenue, other state agencies as needed, and a
separate set of books or records that reflect all items of income and expenses of the business
that the Contractor is conducting.
Contractor shall perform the services in a timely manner and in accordance with the standards of
the profession. At the time of performance, Contractor shall be properly licensed, equipped,
organized, and financed to perform the services in accordance with this Contract. Subject to
compliance with the requirements of this Contract, Contractor shall perform the services in
accordance with its own methods.
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26. Removal of Subcontractor
If dissatisfied with the background, performance, and/or general methodologies of any
subcontractor, the City may request in writing that the subcontractor be removed. The Contractor
shall comply with this request at once and shall not employ the subcontractor for any further
work/services under this Contract.
27.Taxes and Assessments
Contractor shall be solely responsible for and shall pay all taxes, deductions, and assessments,
including but not limited to federal income tax, FICA, social security tax, assessments for
unemployment and industrial injury insurance, and other deductions from income which may be
required by law or assessed against either party as a result of this Contract. In the event the City
is assessed a tax or assessment as a result of this Contract, Contractor shall pay the same before
it becomes due.
The City and its agencies are exempt from payment of all federal excise taxes and, but not sales
tax (currently at 8.2%). Tax will not be considered in determining which price proposal is the
lowest or best, however RCW 39.30.040 allows the City to take any sales tax and B&O tax that
is will receive from purchasing supplies, materials and equipment within its boundaries into
consideration when determining the lowest responsible Proposer.
28. Contractor Tax Delinquency
Contractors who have a delinquent Washington tax liability may have their payments offset by the
State of Washington.
29. Inspection: Examination of Records
The Contractor agrees to furnish the City with reasonable periodic reports and documents as it
may request and in such form as the City requires pertaining to the work or services undertaken
pursuant to this Agreement. The costs and obligations incurred or to be incurred in connection
therewith, and any other matter are to be covered by this Agreement.
The records relating to the services shall, at all times, be subject to inspection by and with the
approval of the City, but the making of(or failure or delay in making) such inspection or approval
shall not relieve Contractor of responsibility for performance of the services in accordance with
this Contract, notwithstanding the City's knowledge of defective or non-complying performance,
its substantiality or the ease of its discovery. Contractor shall provide the City sufficient, safe, and
proper facilities and equipment for such inspection and free access to such facilities.
30. Recordkeeping and Record Retention
The Contractor shall establish and maintain adequate records of all expenditures incurred under
the contract. All records must be kept in accordance with generally accepted accounting
procedures. All procedures must be in accordance with federal, state and local ordinances.
The City shall have the right to audit, review, examine, copy, and transcribe any pertinent records
or documents relating to any contract resulting from this proposal held by the Contractor. The
Contractor will retain all documents applicable to the contract for a period of not less than three
(3)years after final payment is made.
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31. Confidential, Proprietary and Personally Identifiable Information
Contractor shall not use Confidential, Proprietary or Personally Identifiable Information of City for
any purpose other than the limited purposes set forth in this Contract, and all related and
necessary actions taken in fulfillment of the obligations there under. Contractor shall hold all
Confidential Information in confidence, and shall not disclose such Confidential Information to any
persons other than those directors, officers,employees, and agents("Representatives")who have
a business-related need to have access to such Confidential Information in furtherance of the
limited purposes of this Contract and who have been apprised of, and agree to maintain, the
confidential nature of such information in accordance with the terms of this Contract.
Contractor shall institute and maintain such security procedures as are commercially reasonable
to maintain the confidentiality of the Confidential Information while in its possession or control
including transportation, whether physically or electronically.
Contractor shall ensure that all indications of confidentiality contained on or included in any item
of Confidential Information shall be reproduced by Contractor on any reproduction, modification,
or translation of such Confidential Information. If requested by the Owner in writing, Contractor
shall make a reasonable effort to add a proprietary notice or indication of confidentiality to any
tangible materials within its possession that contain Confidential Information of the City, as
directed.
Contractor shall maintain all Confidential Information as confidential for a period of three(3)years
from the date of termination of this Contract, and shall return or destroy said Confidential
Information as directed by the City in writing.
Contractor may disclose Confidential Information in connection with a judicial or administrative
proceeding to the extent such disclosure is required under law or a court order, provided that the
City shall be given prompt written notice of such proceeding if giving such notice is legally
permissible.
32. Price Increases
Prices shall remain firm, as proposed,for the first 12-month term of the contract. Any changes to
U.S. Postal regulations or other laws or regulations affecting Utility Billing Service costs, that are
enacted or in force in subsequent contract years, shall be negotiated at the time of renewal.
Fixed Product Pricing: Original pricing shall be fixed and firm for the first 12-month period of
the contract. Price requests are at the discretion of the Buyer; and must also be:
a. The direct result of increases at the manufacturer's level.
b. Incurred after contract commencement date.
c. Not produce a higher profit margin than that on the original contract.
d. Clearly identify the line items impacted by the increase.
e. Be filed with Purchasing Buyer a minimum of 30 calendar days before the
effective date of proposed increase.
f. Be accompanied by detailed documentation acceptable to the Purchasing
Buyer sufficient to warrant the increase. Price data from Pulp and Paper
Weekly, copies of invoices paid by the Contractor to its suppliers, and/or other
substantiation of then-current market conditions must be submitted with the
price request.
g. The United States published indices such as the Producer Price Index or other
government data may be referenced to help substantiate the Vendor's
Page 10 of 19
documentation. A link to the PPI Commodity Data is available at
http://data.bls.gov/PDQ/outside.jsp?survey=wp.
h. The Adjustment (if any) shall remain firm and fixed for at least 365 days after
the effective date of the adjustment.
i. Should not deviate from the original contract pricing scheme/methodology.
The Owner, in its sole discretion,will decide whether to approve or deny the rate increase request
or any part thereof within thirty (30) days of receipt of the request. If approved, increase shall
take effect thirty(30)days after approval.
Price increases for any other justifiable reason will be considered on a case-by-case basis. Price
increase requests will not be considered or granted until any outstanding required financial reports
have been submitted to the Owner.
33. Suspension of Work
The City may suspend, in writing by certified mail, all or a portion of the Service under this
Agreement if unforeseen circumstances beyond the City's control are interfering with normal
progress of the Service. The Contractor may suspend, in writing by certified mail, all or a portion
of the Service under this Agreement if unforeseen circumstances beyond Contractor's control are
interfering with normal progress of the Service. The Contractor may suspend Service on the
Project in the event the City does not pay invoices when due, except where otherwise provided
by this Agreement. The time for completion of the Service shall be extended by the number of
days the Service is suspended. If the period of suspension exceeds ninety (90) days, the terms
of this Agreement are subject to renegotiation,and both parties are granted the option to terminate
the Service on the suspended portion of Project in accordance with clause number 17 above.
34. Provision of Services
The Contractor shall provide the services set forth herein with all due skill, care, and diligence, in
accordance with accepted industry practices, standards and legal requirements, and to the City's
satisfaction; the City decision in that regard shall be final and conclusive. The City may inspect,
observe and examine the performance of the services performed on the City premises at any
time. The City may inspect, observe and examine the performance of Contractor's services at
reasonable times, without notice, at any other premises.
a. If the City notifies the Contractor that any part of the services rendered are inadequate or
in any way differ from the Contract requirements for any reason, other than as a result of
the City's default or negligence, the Contractor shall, at its own expense, reschedule and
perform the services correctly within such reasonable time as the City specifies. This
remedy shall be in addition to any other remedies available to the City by law or in equity.
b. The Contractor shall be solely responsible for controlling the manner and means by which
it and its Contracted Personnel or its subcontractors perform the services, and the
Contractor shall observe, abide by, and perform all of its obligations in accordance with all
legal requirements and City work rules.
35. Assignment
This Contract, or any interest herein, or claim hereunder, shall not be assigned or transferred in
whole or in part by Contractor to any other person or entity without the prior written consent of the
City. In the event that such prior written consent to an assignment is granted, then the assignee
shall assume all duties, obligations, and liabilities of Contractor stated herein.
Page 11 of 19
36. No Conflict of Interest
Contractor represents that it or its employees do not have any interest and shall not hereafter
acquire any interest, direct or indirect, which would conflict in any manner or degree with the
performance of this Contract. Contractor further covenants that it will not hire anyone or any entity
having such a conflict of interest during the performance of this Contract.
37. Contract Preservation
If any provision of the Agreement, or the application of such provision, shall be rendered or
declared invalid by a court of competent jurisdiction,or by reason of its requiring any steps,actions
or results, the remaining parts or portions of this Agreement shall remain in full force and effect.
38. Promotional Advertising / News Releases
Reference to or use of the City, any of its departments, agencies or other subunits, or any official
or employee for commercial promotion is prohibited. News releases pertaining to this
procurement shall not be made without prior approval of the City. Release of broadcast e-mails
pertaining to this procurement shall not be made without prior written authorization of the
contracting agency.
39.Time is of the Essence
Timely provision of the services required under this Contract shall be of the essence of the
Contract, including the provision of the services within the time agreed or on a date specified
herein.
40. Expansion clause
Any resultant contract may be further expanded by the Purchasing Manager in writing to include
any other item normally offered by the Contractor, as long as the price of such additional products
is based on the same cost/profit formula as the listed item/service. At any time during the term of
this contract, other City/County departments may be added to this contract, if both parties agree.
41. Patent Infringement
The Contractor selling to the City the articles described herein guarantees the articles were
manufactured or produced in accordance with applicable federal labor laws. Further, that the sale
or use of the articles described herein will not infringe any United States patent. The Contractor
covenants that it will at its own expense defend every suit which shall be brought against the City
(provided that Contractor is promptly notified of such suit, and all papers therein are delivered to
it) for any alleged infringement of any patent by reason of the sale or use of such articles, and
agrees that it will pay all costs, damages, and profits recoverable in any such suit.
42. Ownership
All material produced as a result of this Contract shall be the exclusive property of the City.
Additionally, the City shall have unrestricted authority to reproduce, distribute, and use any
submitted report, template, data, or material, and any associated documentation that is designed
or developed and delivered to the Agency as part of the performance of the Contract.
43. Safety Requirements
All materials, equipment, and supplies provided to the City must comply fully with all safety
requirements, federal, state and local laws, ordinances, rules, regulations as set forth by the State
of Washington RCW's, WAC's and all applicable OSHA Standards.
44. Guarantee
Contractor warrants the Services will be free from defects in material and workmanship for a
period of one year following the date of completion and acceptance of the Services.
Page 12 of 19
45. Access and Review of Contractor's Facilities
The City may visit and view any of the offices, premises, facilities and vehicles of the Contractor
and/or Contractor's Subcontractor upon request and reasonable notice during the term of the
contract and contract renewals/extensions.
46. Notice of Change in Financial Condition
If, during the Contract Term, the Contractor experiences a change in its financial condition that
may affect its ability to perform under the Contract, or experiences a change of ownership or
control,the Contractor shall immediately notify the City in writing. Failure to notify the City of such
a change in financial condition or change of ownership or control shall be sufficient grounds for
Contract termination.
47. Facility Security
The City may prohibit entry to any secure facility, or remove from the facility, a Contract employee
who does not perform his/her duties in a professional manner, or who violates the Jail's security
rules and procedures. The City reserves the right to search any person, property, or article
entering its facilities.
48.Waiver of Breach
A waiver by either party hereto of a breach of the other party hereto of any covenant or condition
of this Contract shall not impair the right of the party not in default to avail itself of any subsequent
breach thereof. Leniency, delay or failure of either party to insist upon strict performance of any
agreement, covenant or condition of this Contract, or to exercise any right herein given in any one
or more instances, shall not be construed as a waiver or relinquishment of any such agreement,
covenant, condition or right.
49. Integration
This Contract, along with the City of Yakima's RFP 11807P and the Contractor's response to the
Request for Proposal ("RFP"), represents the entire understanding of the City and Contractor as
to those matters contained herein. No prior oral or written understanding shall be of any force or
effect with respect to those matters covered herein. This Contract may not be modified or altered
except in writing signed by both parties.
50. Force Majeure
Contractor will not be responsible for delays in delivery due to acts of God,fire, strikes, epidemics,
war, riot, delay in transportation or railcar transport shortages, provided Contractor notifies the
City immediately in writing of such pending or actual delay. Normally, in the event or any such
delays (acts or God, etc.) the date of delivery will be extended for a period equal to the time lost
due to the reason for delay.
51. Governing Law
This Contract shall be governed by and construed in accordance with the laws of the State of
Washington.
52.Venue
The venue for any action to enforce or interpret this Contract shall lie in a competent jurisdiction
in Yakima County, Washington.
53. Authority
The person executing this Contract, on behalf of Contractor, represents and warrants that he/she
has been fully authorized by Contractor to execute this Contract on its behalf and to legally bind
Contractor to all the terms, performances and provisions of this Contract.
Page 13 of 19
54. Change or Notice
Any alterations made to the Contract shall be rendered in writing and signed by both
responsible parties; no changes without such signed documentation shall be valid. No
alterations outside of the general scope and intent of the original Request for Proposals or in
excess of allowable and accepted price changes shall be made.
In no event shall the Contractor be paid or be entitled to payment for services that are not
authorized herein or any properly executed amendment.
Notice of Business Changes: Contractor shall notify the City in writing within three (3)
business days of any change in ownership of the facilities of the successful proposer or of the
facilities of any subcontractor. The Contractor shall notify the City in writing as soon as
possible, and in no event later than three (3) business days, after any decision by the
Contractor to change or discontinue service that will affect services provided to the City under
this Contract.
The City shall have the right to renegotiate the terms and conditions of this Contract to the
extent required to accommodate a change in governing law or policy that, in the sole discretion
of the City, either substantially and unreasonably enlarges the Contractor's duties hereunder,
or renders performance, enforcement or compliance with the totality of the Contract
impossible, patently unreasonable, or unnecessary. Notices and demands under and related
to this Contract shall be in writing and sent to the parties at their addresses as follows:
TO CITY: AND ALSO TO: TO CONTRACTOR:
James Dean Maria Mayhue Russ Rezai
Utility Services Mgr. Senior Buyer President
City of Yakima City of Yakima InfoSend, Inc.
129 North 2nd Street 129 North 2nd street 4240 E La Palma Ave
Yakima, WA 98901 Yakima, WA 98901 Anaheim, CA 92807
55. Survival
The foregoing sections of this Contract, 2-54 inclusive, shall survive the expiration or
termination of this Contract in accordance with their terms.
IN WITNESS WHEREOF, the parties hereto execute this Contract as of the day and year first
above written.
CITY OF YAKIMA INFOSEND, INC.
(1; ;76'14C(1/\
Cli Moore, CityManager s Rezai President
9 ,
Date: tY Date: 5/16/2018
Attest: �} /
cITV CONTRACT NO: r��_" ���`-7
RESOLUTION NO:
(City Clerk , e
'^ '~ Page 14 of 19
EXHIBIT A
STATEMENT OF WORK
ATTACHMENT TO PROFESSIONAL SERVICES CONTACT
The minimum services that the Contractor will provide include services described in RFP 11807P
Specifications (ATTACHMENT A)and Contractor's RFP Submittal (ATTACHMENT B), which are
attached hereto and incorporated herein.
Page 15 of 19
EXHIBIT B
Page 1 of 4
COMPENSATION
ATTACHMENT TO PROFESSIONAL SERVICES CONTACT
The City agrees to pay the Contractor according to RFP 11807P Specifications and payment
schedule of itemized prices as listed in the Contractor's RFP submittal at the time and in the
manner and upon the conditions provided for in the Contract.
Initial Set-up Fees
Implementation and optional services fees.
Please pick from one of the options below:
Option 1 •Express PDF Implementation:$0.00-WAIVED
With this option you control the formatting of your documents and do not pay maintenance fees.
y Option 2-Data-Only(e.g.flat files,XML)Implementation: $0.00-WAIVED
8 When this option is selected InfoSend creates,hosts and maintains an application to generate your bills.
.E Your current document design will be matched.Please note that data manipulations are not part of the
standard offering.
Document Redesign Service:$0.00-WAIVED
4 We will assist you in redesigning the format of your printed documents if needed.We will become
responsible for later changing the format of the documents. if needed(Professional Services Fees
will apply for future changes).
a. Please note that Clients must sign off on requirements documents(Statement of Work,project plan,etc.)before
programming and system configuration can begin.Client can be charged professional service fees and/or have the
project go-live date delayed if requirements ere changed after they have been finalized and signed off
Page 16 of 19
EXHIBIT B
Page 2 of 4
Processing
The Individual prices shown In the table below apply only to InfoSend's standard Data Processing Print&Mail service for the
following document types.Other types of document printing and or malting can be quoted later,if needed.
Par item Options
Data Processing Print& Below:
Mall service All Utility Bills and Notices(Per Sheet)
Est Volume 17,000 documents/month
Weekly cycles
Price Is per physical page.
Includes processing of your 4 equals CM K(fu I color).
unique data,CASS address
validation.presorting,
printing,and mail insertion. CITY'S CURRENT BILL SETUP. up to 313 Printing $0.054
Finished mail pieces aro 4/0 or 4/1 Printing $0.056
delivered to the USPS 414 Printing $0.065
within one(1)business
day.If samples(proofs)are
requested then the mailing Pricing assumes the use of materials options listed in the materials
will be completed within one section.
day of sample approval.File
upload deadline for next•day
mailing Is 3:00PM local time Dog License Renewal Statements
at the production faculty Sent once a year In January Approximately 2000 annually.
designated for your account. $0.25
If samples are required then Pricing assumes the use of materials options listed in the materials
they must be approved by section
5:30PM for the file to be Individual Statement Images
mailed by the next business
day. Single account billings Covered In
utility bill fees
Excludes materials,sales tax above.
(where applicable),and AR Statements
postage. Quoted on
spec.
$ A postage deposit will be inline Inserts(Per Sheet)
required prior to go live.
For quoted prices to Price for inserts printed on demand as additional pages Overages Subtract$0.02
apply the quoted
d prices
must haveo not necessary for Inllne Insert printing. from color ter
PP YMaterial pricing on following page. above.
the right to combine data
files sent by your Pricing depends on color setup for printing as outlined above.
organization with other files
you have sent when Multiple Page Mall Piece Surcharge-Handwork
possible.Higher pricing
applies If files must be Thls surcharge is assessed per mail piece(not per page).This $0.25
printed separately. surcharge only applies to multiple page bills that have too many
pages to be Inserted Into the#10 envelope by machine.This
surcharge covers the necessary manual labor required to process
these mail pieces.
Postage(for all lob types)
You will be invoiced for the exact postage used.You must use one Pass Through
of the two LISPS approved Move Update methods to qualify for
presort discounts.
Electronic Address Updates-NCOAUnk or ACS
InfoSend electronically reports the addresses that have changed $0.25
due to customers filing a Change of Address with the USPS.Cost
Is per reported update.
Page 17 of 19
EXHIBIT B
Page 3 of 4
Materials
Statement,Invoice,or Letter Paper Stock
All Documents:white paper stock with or without perforation.Paper Is Per Sheet 50.015
8.5x11'and 241b.Price Includes all inventory costs.The larger 8.5x14"format
Is supported at a higher material cost and higher printing cost.
All of your content will be digitally printed on the plain white paper In black,
black plus one color,or full color per the printing option from the prior table that
you select before implementation.
InfoSend Standard Window Envelopes
Standard Window Envelopes Per Standard Envelope Options Below:
These envelopes include security tint printed on #10 InfoSend Standard $0.018
athe inside of the paper stock and clear film that Double Window Outgoing Envelope
t prevent the contents of the envelope from being
viewed.These envelopes also use sustainably #9 InfoSend Standard $0.014
lugged papa(SFI) Single Window Return Envelope
InfoSend has not provided pricing for preprinted
envelopes due to the City's response In the 08.4
of this bid. Standard envelopes Industry best
practice from a disaster recovery end backup
perspective are also about 50%of the cost of
custom preprinted.InfoSend standard#10 end
#9 envelopes are stocked at each of InfoSend's
three production facilities
Other Envelopes
Flat Single Window Envelope-only used for multiple page statements Per Flat $0.16
that do not fit in the#10 envelope. Envelope
Page 18 of 19
EXHIBIT B
Page 4 of 4
Optional Services
Inserting Fee•Drop-Shipped Inserts&InfoSend-Printed Offline Inserts Per Insert $0.01
Clients can print and fold inserts and ship them to InfoSend to be mailed with
the statements.If folding is required add$0.01 to the foe.InfoSend-printed
Inserts are quoted upon request.There Is no additional service cost to use
selective inserting that selectively Includes inserts with certain bill types as long
as a minimum of 3,000 customers are targeted(set-up costs can apply in some
situations for advanced selective inserting criteria).Cost includes all inventory
costs.
Print Messages on the Outside of the Standard Envelope Custom Per TBD
messages and Images can be printed onto the standard InfoSend#10 double Envelope
window envelope.This type of printing is referred to as'sniping"and usually
used to print temporary content on one or two months'worth of envelope stock.
It is more cost effective to digitally Inkjet print this content onto pre-
manufactured envelopes than to order truly custom stock that was
manufactured specifically for you.Price depends on the artwork you'd like to
print—number of colors and whether it prints on one or both sides of the
envelope.Price is quoted upon request.
Print Image Archive Per PDF $0.01-For
Each bill is stored as a PDF and indexed In a database where you may search (No Set- 12 Months
by account number or other key fields.You are charged one up-front fee per up Fee) of
document to process,index,and store it for a set number of months.The PDFs Retention
are accessed by using a browser-based application and logging In to the
InfoSend webstte Third party applications can also access the PDFs via a $0.017-
lightweight API with no cost Increase to the unit fees.Setup fees may apply For 24
depending on your configuration needs. Months of
Retention
This service Includes outbound mall tracking at no additional cost.You
can view USPS-provided mall tracidna data from the same interface that you $0.024-
use to view PDFs of the printed bills.Only available with mail sent using First- For 36
Class Postage. Months of
Retention
Electronic Inserts Per Insert $0.01
PDF copies of your physical inserts can be included in the Print image Archive (No Set-
at an additional cost.This will let your team see exactly which Inserts were up Fee)
delivered with each mall piece.This wit also allow you to include the inserts in
the eBill PDFs that are presented and/or emailed to customers if you use an
InfoSend eBuslness service that delivers eBills to your customers or if you use
a third party application that pulls the PDFs from InfoSend's Print Image Archive
API to present to your customers.
Professional Services Per Hour $150.00
Per hour and performed only upon request.For customizations made to
document processing program or document format after go-live Work Is only
started after receiving your approval of a formal quote.
Page 19 of 19
E-VERIFY
* Upload with Proposal*
The City of Yakima supports the Federal Immigration, Reform and Control Act of 1986, as amended. The City
requires that all Vendors or business entities that contract with the City for the award of any City contract for
public works in excess of Five Thousand Dollars ($5,000), or any other City contract in excess of Two
Thousand Five Hundred Dollars ($2,500), enroll in the E-Verify program or its successor, and thereafter to
verify its employees' proof of citizenship and authorization to work in the United States.
E-Verify will be used for newly hired employees during the term of the contract ONLY; it is NOT to be used for
existing employees.
The Contractor must remain enrolled in the program for the duration of the contract and be responsible for
verification of every applicable Subcontractor. The Proposer shall sign and return with their proposal response
the E-Verify Declaration below. Failure to do so may be cause for rejection of proposal.
E-VERIFY COMPLIANCE DECLARATION
The undersigned declares, under penalty of perjury under the laws of Washington State, that:
1. By submitting this Declaration, I certify that I do not and will not, during the performance of this contract,
employ illegal alien workers, or otherwise violate the provisions of the Federal Immigration Reform and Control
Act of 1986.
I agree to enroll in E-Verify prior to the start date of any contract issued by the City of Yakima to ensure that my
workforce is legal to work in the United States of America. I agree to use E-Verify for all newly hired employees
during the length of the contract.
I certify that I am duly authorized to sign this declaration on behalf of my company.
I acknowledge that the City of Yakima reserves the right to require evidence of enrollment of the E-Verify
program at any time and that non-compliance could lead to suspension of this contract.
Firm Name: n rTJ e-J
Dated this 16 day of May , 201$•
Signature:
Printed Name: ( -Ui 5 S
Address: E I_r4 Pc jmci pt o
\ ] , CA gzyo
Phone#: 0/1) 15 `2(, (O Email Address: 1155.r j v1 cO cf-ilti. C(1()')
11807P Utility Billing Services Page 39 of 46