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AGMT - Infosend (Printing and Mailing Services)
InfoSend Master Service Agreement This Master Service Agreement ("Agreement") is entered into by and between City of Seal Beach, CA, a municipal corporation, having its main office at 211 Eighth Street, Seal Beach, CA 90740 ("Client") and InfoSend, Inc., a California Corporation, having its main office at 4240 E. La Palma Avenue, Anaheim, California 92807 ("InfoSend"). Client and InfoSend are collectively referred to herein as the "parties" and individually as a "party." In consideration of the mutual promises and upon the terms and conditions set forth below, the parties agree as follows: 1 Definitions For the purposes of this Agreement, the following terms and words shall have the meaning ascribed to them, unless the context clearly indicates otherwise. 1.1 "Agreement" shall refer to this Agreement, as amended from time to time, which shall constitute an authorization for the term of this Agreement for InfoSend to provide the Services, described herein, to the Client. 1.2 "User(s)" shall mean a customer or employee of Client accessing InfoSend hosted applications via the Internet. Users of the System will agree to accept all the 3 terms and conditions herein, and may be issued a unique User ID and/or password by InfoSend or Client. 1.3 "Effective Date" shall be the date upon which this Agreement is fully executed by all parties. 1.4 "Services" shall include the performance of the Services outlined in Section 2 and detailed in Exhibits A and C of this Agreement. 1.5 "System" shall include all InfoSend hosted data and software applications. 2 Services Provided by InfoSend 2.1 Scope of Services Subject to the terms and conditions of this Agreement, InfoSend shall provide to Client, and Client shall purchase from InfoSend, the services listed in Exhibit A ("Scope of Primary Services") to this Agreement at the price set forth in Exhibit B ("InfoSend Fees"). In the event Client requires other consulting, installation, development and/or customization services, InfoSend shall perform and Client shall purchase such services in accordance 4 with the provisions of Exhibit C ("Professional Services") of this Agreement. 2.2 Professionalism InfoSend MSA Rev. 7.31.2020 InfoSend and Client shall operate in a professional manner under this Agreement: in providing and receiving Services under this Agreement, the parties will perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession under similar circumstances. 2.3 Time of the Essence InfoSend and Client acknowledge and agree that time is of the essence for the completion of the Services to be performed and each party's respective obligations under this Agreement. License Grant and Restrictions 3.1 Grant of License InfoSend agrees to provide to Users the right to use software and the provision of Services, but in all cases only in full and complete compliance with all of the terms and conditions of this Agreement. Subject to the terms of this Agreement, InfoSend hereby grants, and Client hereby accepts, for the Term (as defined herein) of this Agreement, a non-exclusive, non -transferable license to access and use and to permit its Users to access and use the System via the Internet (the "License"). 3.2 License Restrictions Client hereby agrees not to: (i) reproduce, download, modify, create derivative works from, distribute, or attempt to reverse engineer, decompile, disassemble, or access the source or object code for, the System; (ii) use the System, or any component thereof, in any manner contrary to applicable laws or government regulations; or (iii) otherwise affect or attempt to enable the unauthorized use (with or without User ID and/or password) of the System. Privacy and Security 4.1 Regulatory Compliance InfoSend will maintain compliance with required Payment Card Industry (PCI) Data Security Standards and Cardholder Information Security Standards, applicable 11 Page rules and regulations of the Health Insurance Portability and Accountability Act (HIPAA), and applicable sections of the Gramm -Leach -Bliley Act of 1999. 5 Term & Termination 5.1 Term The initial term of this Agreement shall commence on the effective date of this Agreement and continue for a period of three (3) years ("Initial Term") from the effective date. This Agreement will automatically renew for successive two (2) year periods ("Renewal Terms") unless either Client or InfoSend provides the other party with at least sixty (60) days' written notice prior to the end of the current term indicating that such party elects not to automatically renew the term of this Agreement. The party giving non -renewal notice may indicate if it prefers for the contract to be terminated at the end of the current term or to continue on a month-to-month basis, if mutually agreeable to both parties. 5.2 Termination for Cause This Agreement may be terminated for cause as follows: (i) Material Breach A material breach of this Agreement by either party shall be cured within thirty (30) days after a party notifies the other of such breach. For those breaches which cannot reasonably be cured within thirty (30) days, the breaching party shall promptly commence curing such breach and thereafter proceed with all due diligence to substantially cure such breach (the "Cure Period"). In the event that such material breach has not been cured within the Cure Period, the non -breaching party may terminate this Agreement in its entirety, or as it pertains to a particular Product, Deliverable, Service or Professional Service, by providing the other party with thirty (30) days' written notice as of a date specified in such notice. (ii) Failure to Pay After sixty (60) days of nonpayment on undisputed invoices, InfoSend may, at InfoSend's option, terminate this Agreement in its entirety or as it pertains to a particular Product, Deliverable, Service or Professional Service, by giving written notice to Client, as of a date specified in such termination notice, pursuant to Section 6.3. (iii) Insolvency or Bankruptcy InfoSend MSA Rev. 7.31.2020 In the event that either party becomes or is declared insolvent or bankrupt, is the subject of any proceedings related to its liquidation, insolvency or for the appointment of a receiver or similar officer for it, makes an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension or readjustment of all or substantially all of its obligations, then the other party hereto may, by giving written notice thereof to such party, terminate this Agreement as of the date specified in such notice of termination. 5.3 Upon Termination Upon termination of this Agreement, the parties agree to cooperate with one another to ensure that all accounts receivable are accounted for. Upon termination, InfoSend shall cease all Services provided hereunder, unless otherwise directed by the Client in writing and assuming all client fees remain current. Upon termination, Client will promptly pay to InfoSend any and all charges due, including but not limited to payables that are due pursuant to this Agreement, accrued finance charges, and the Discontinuance Fee set forth below, where applicable. 5.4 Discontinuance Fee The parties have mutually agreed upon the Fees for the Services to be provided hereunder based upon volumes Client has represented in Exhibit B, Section 2 and the Term of this Agreement. Because of the difficulty in ascertaining the actual damages to InfoSend that would result from a premature termination of the Agreement, Client agrees to pay a discontinuance fee to InfoSend in the event that (i) Client terminates the Agreement without cause prior to the expiration of the then -current term; or (ii) the Agreement is terminated due to a breach by Client prior to the expiration of the then -current term. The discontinuance fee will be equal to two (2) months of the Client's average monthly billing for the previous six (6) months of Service (excluding any postage charges and professional services fees that were invoiced in that time period). Client agrees to pay the discontinuance fee prior to the effective date of such termination and in addition to all other payables then due and owing to InfoSend. 5.5 Force Majeure Neither party shall be liable, or deemed to be in default, to the other for any failure or delay in performing an obligation under this Agreement to the extent that its performance is delayed, impaired or rendered impossible 21Page 6 by an event beyond its control ("Force Majeure Event") such as natural disasters, war, terrorist acts, riots, labor strikes, civil disturbances, extra -ordinary losses of utilities (including telecommunications services), computer "hacker" attacks on internet infrastructure, regulatory restrictions, change in law or regulation or other acts of government authority, including civil and military authorities and courts, fuel or energy shortages, transportation stoppages or slowdowns, the inability to procure parts or raw materials, and/or acts or omissions of common carrier. These causes will not excuse Client from paying previously accrued payables due to InfoSend through any available lawful means acceptable to InfoSend. Invoicing and Payments 6.1 Invoicing InfoSend will invoice Client monthly and Client will pay InfoSend the fees described in and/or computed in accordance with Exhibit B (InfoSend Fees). Client payment of these invoices is due upon receipt in U.S. dollars and shall be paid NET 30 unless expressly agreed to by InfoSend. 6.2 Dispute of Invoice Should Client dispute any invoices, it must do so within ninety (90) days of the invoice date or any dispute shall be deemed waived. 6.3 Late Payments InfoSend may elect to assess finance charges on any or all undisputed invoices that become past due at a rate of 1.5% per month. The recurring nature of InfoSend's Services result in a rapid rise in financial loss to InfoSend if a Client's accounts payable process is delayed, particularly when InfoSend is invoicing Client for postage charges. Therefore, InfoSend reserves the right to suspend Services until payments are brought current if past due account balances cannot be collected from Client. InfoSend's Accounting staff will notify Client in writing before Services are suspended and give Client an opportunity to bring the account current before Services are put on hold. Should a hold be instigated, it will immediately be removed once the account is brought current. 7 Communications 7.1 Notices InfoSend MSA Rev. 7.31.2020 Any notice hereunder must be in writing and sent by overnight courier service (such as FedEx or UPS), or USPS certified mail, all with delivery signature requested, to the other party hereto at the respective address set forth below: To Client: C/O (Department): City Clerk Address: 211 Eighth Street, Seal Beach, CA 90740 To InfoSend: C/O: President Address: 4240 E. La Palma Avenue Anaheim, CA 92807 Notice shall be deemed to have been given and received one (1) business day after being sent via overnight courier service, or three (3) business days after being mailed by USPS certified mail. Each party may update its address or email address by providing written notice to the other party of such change in accordance with this section. 8 Confidentiality & Intellectual Property 8.1 Confidentiality All information and data relating to Client's business, as well as all User information, submitted by Client to InfoSend under this Agreement shall be treated as confidential by InfoSend and shall not, except as required to perform the Services under this Agreement or otherwise required by law, be disclosed to any third party by InfoSend without Client's written consent. InfoSend shall promptly notify Client should InfoSend be served with a summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, requests for admission, or other discovery request or court order (a "Request to Disclose") from any third party regarding this Agreement, the Services performed under this Agreement, and/or seeking such information or data. Client shall be responsible to timely make appropriate objections to any Request to Disclose. Client will not disclose to any third party or use for any purpose inconsistent with this Agreement any confidential or proprietary non-public information it obtains during the term of this Agreement about InfoSend's business (the "Confidential Information"), which Confidential Information shall include InfoSend's operations, financial condition, technology, systems, suppliers, clients or prospective clients, marketing data, 31Pae plans, pricing, and models, or personnel, unless required by applicable law. Client will ensure that its employees and agents similarly abide by the requirements hereof. Client will promptly notify InfoSend of its receipt of a Request to Disclose and Confidential Information, and InfoSend shall be responsible to timely make appropriate objections thereto. InfoSend, and its licensors, where applicable, owns all rights, title and interest, including all related Intellectual Property Rights, in and to InfoSend technology, the content and the Services. The InfoSend name, the InfoSend logo, and the product names associated with the Service are trademarks of InfoSend or third parties, and no right or license is granted to use them. 9 Representations & Warranties 9.1 InfoSend Representations and Warranties InfoSend represents and warrants that it has the legal power and authority to enter into this Agreement and that Services will be provided in a professional and workmanlike manner. InfoSend warrants that the Services will materially perform the functions that the Client has selected under normal use and circumstances and that InfoSend shall use commercially reasonable measures to protect Client Data to the extent that it retains such data in the operation of the Services. Provided that Client gives InfoSend written notice of failure to meet the foregoing warranty within sixty (60) days following delivery of any Services, or as otherwise specified in a Statement of Work ("SOW"), InfoSend warrants that it will use commercially reasonable efforts to correct any Services that fail to comply with the foregoing warranty. If there is no notice by Client within sixty (60) days following delivery of any Services, or as otherwise specified in a Statement of Work ("SOW"), it shall be deemed Client has accepted the Services and waived any claims to the otherwise. 9.2 Client Representations and Warranties Client represents and warrants that it has the legal power and authority to enter into this Agreement and provide to InfoSend all information and data necessary for InfoSend to perform the Services. Client further warrants that it will comply with all laws, regulations, and compliance requirements applicable to Client's and User's activities covered by this Agreement. 9.3 Warranty Disclaimer InfoSend MSA Rev. 7.31.2020 Except as expressly set forth in Section 9.1 above, InfoSend disclaims all other representations or warranties, express or implied, made to Client or any other party, including without limitation, any warranties regarding quality, suitability, merchantability, fitness, for a particular purpose or otherwise of any services or any good provided incidental to the Services provided under this Agreement, to the extent permitted by applicable law. InfoSend and its licensors and payment processors do not represent or warrant that (i) the use of the Services will be uninterrupted or error free, or operate in combination with any other hardware, software, system or data; or (ii) the Services will not delay in processing or paying to the extent such delay is caused by things outside the control of InfoSend. Services may be subject to the limitations, delays, and other problems inherent in the use of the Internet and electronic communications. InfoSend is not responsible for any delays, delivery failures, or other damage resulting from such problems. In performing the Services, InfoSend is responsible for producing for print or online display the content that Client provides to InfoSend. InfoSend is not responsible for reviewing the content for spelling or typos, nor is InfoSend responsibJe for verifying the accuracy or legality of the content. It is Client's sole responsibility to verify that the content that InfoSend's applications will produce on Client's behalf is appropriate for distribution. 9.4 Inbound Communication Services Disclaimer InfoSend Inbound Communication services are intended to receive communications and data from clients to facilitate the performance of InfoSend Services. While the inbound services have been created with the best available tools and practices, they are dependent on infrastructure that is inherently not fail -proof, including but not limited to infrastructure such as United States Postal Service ("USPS") delivery standards, software, computer hardware, network services, telephone and SMS services, and email. Examples of situations that could cause failure include but are not limited to: USPS failure to deliver, down phone lines, all lines busy, equipment failure, email address changes, and Internet service disruptions. Client acknowledges that it is aware of the potential hazards associated with using such infrastructure and will be responsible for ensuring InfoSend is in receipt of any communication or data destined for InfoSend. Client releases InfoSend from any and all liability that results from an unsuccessful 4 1 P a g e communication or data transfer to InfoSend, one which does not produce a confirmation receipt from InfoSend. 9.5 Outbound Services Disclaimer InfoSend Outbound Communication services are intended to create additional methods of communication for clients in support of existing processes. These services are not intended to replace all interaction with clients' end users or employees. While the outbound services have been created with the best available tools and practices, they are dependent on infrastructure that is inherently not fail -proof, including but not limited to infrastructure such as United States Postal Service ("USPS") delivery standards, software, computer hardware, network services, telephone and SMS services, and email. Examples of situations that could cause failure include but are not limited to: USPS failure to deliver, down phone lines, all lines busy, equipment failure, email address changes, and Internet service disruptions. For this reason, while outbound services are valuable in providing enhanced communication, they are specifically not designed to be used as the sole method to deliver critical messages. Client acknowledges that Client is aware of the potential hazards associated with relying on an automated outbound service feature when using InfoSend services. Client agrees that it is giving up in advance any right to make any claim against InfoSend, and that Client forever releases InfoSend from any and all liability caused by (a) any failed USPS delivery; (b) any failed email delivery; (c) any failed SMS or call attempts (including excess of calls over and above network or system capacity), incomplete calls, or any busy -outs; or (d) any failure to transmit, obtain or collect data from callers or for human and machine errors, faulty or erroneous input, inarticulate caller communication, caller delays or call lengths exceeding estimated call lengths or omissions, delays and losses in connection with the Services provided hereunder. Such release shall include instances where Client, Client's employees, or Client's end user suffer injury or damage due to the failure of outbound services to operate, even though InfoSend may know or suspect what or how extensive those injuries or damages might be, unless such losses were directly attributable to InfoSend's gross negligence or willful misconduct. 30 Insurance 10.1 InfoSend's Insurance Provisions InfoSend will maintain the following minimum insurance levels during the Initial Term of this Agreement and any Renewal Terms: InfoSend MSA Rev. 7.31.2020 • Commercial General Liability coverage in the amount of $1,000,000.00 per occurrence and $2,000,000.00 in aggregate. • Automobile Liability Insurance coverage in the amount $1,000,000.00 per occurrence. • Umbrella Liability Insurance in the amount of $5,000,000.00 per occurrence and in aggregate. • Worker's Compensation Insurance with at least the minimum coverage amounts required by law. • Errors & Omissions Insurance with a $5,000,000.00 coverage limit. 11. Indemnification & Limitation of Liability 11.1 Indemnification InfoSend is a service provider. As such, Client acknowledges that data processing involves the risk of human and machine errors and that InfoSend shall not be liable for any errors, omissions, delays or losses. InfoSend will not be responsible for actions, omissions or delays to Services resulting from incomplete, late or faulty data and/or instructions transmitted by Client. No damages shall be assessed against InfoSend when any delay or breach on InfoSend's part is caused by failure of Client to perform Clients' responsibilities or any other reason beyond the control of InfoSend, including, without limitation, (a) failures or limitations on the availability of third -party telecommunications or other transmission facilities; (b) Client failure to maintain security or confidentiality of data or access credentials; (c) violation of the applicable terms of this Agreement or any applicable laws, regulations or industry standards. 11.2 Limitation of Liability in no event shall InfoSend be liable for indirect, special or consequential damages even if InfoSend has been advised of the possibility of such potential claim, loss or damage. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies. 12 General 12.1 Independent Contractor Client and InfoSend agree and understand that the relationship between both parties is that of an independent contractor. No joint venture, partnership, employment or agency relationship exists between Client and InfoSend as a result of this Agreement or use of the Service. 51 Pai;e 12.2 Governing Law This Agreement shall be governed by the substantive laws of the state of California without regard to the choice or conflicts of law provisions of any jurisdiction. 12.3 Amendment of Agreement Modifications or changes to this Agreement must be in writing and executed by the parties. 12.4 Severability If a word, sentence or paragraph herein shall be declared illegal, unenforceable, or unconstitutional, the said word, sentence or paragraph shall be severed from this Agreement, and this Agreement shall be read as if said word, sentence or paragraph did not exist. 12.5 Assignment This Agreement may not be assigned by either party without the prior written approval of the other party, unless it is being assigned to (i) a parent or wholly owned subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. 12.6 Immigration Laws For Services performed within the United States, InfoSend will assign only personnel who are legally authorized to work in the United States. InfoSend represents and warrants that it complies with all applicable immigration laws with respect to the personnel assigned to Client. 12.7 Survival All of the terms of this Agreement which by their nature extend beyond the expiration or termination of the Agreement, including but not limited to indemnification obligations, confidentiality obligations and limitations of liability, shall survive expiration or termination of the Agreement and remain in full force and effect. 12.8 Attachments The following documents are attached hereto as Exhibits, and are incorporated by reference in their entirety: InfoSend MSA Rev. 7.31.2020 Exhibit A: Scope of Primary Services Exhibit B: InfoSend Fees Exhibit C: Professional Services 12.9 Cooperative Agreement ("Piggybacking") The parties agree that InfoSend may offer the prices, terms and conditions offered herein to other government agencies that wish to participate in a cooperative purchase program with Client. InfoSend will review these requests from other government agencies on a case-by-case basis to decide whether this Agreement can be extended to the new agency. At minimum, the following requirements must be met for the prices in this Agreement to be extended to the new agency: • The new agency must require similar types of service for similar document types (i.e., statements, late notices); • The monthly document volume that InfoSend will produce must be similar, or at a minimum, acceptable; • The new agency must agree to use InfoSend's standard materials; and, • The prices in this Agreement must still be profitable. If the above conditions are not met then InfoSend will provide the new agency with revised pricing that it can elect to accept if it moves forward with the cooperative purchase program. Other agencies will be responsible for entering into separate Agreements with the contract and for all payments thereunder made directly to InfoSend. InfoSend reserves the right not to extend this Agreement's terms in whole or in part to other agencies for any reason. [SIGNATURE PAGE FOLLOWS] 61 Page Agreement is entered into by and between: Client: 8 InfoSend: (A BY: I , W By: Name: i ✓) Name: Title: C— EL ,ovl Title: PEC t�►�11 Date: `t t 21 Date: ,)-?ZL 2 InfoSend MSA Rev. 7.31.2020 7 P a r; v Exhibit A_: Scope of InfoSend Primary Services This Exhibit A is an integral part of and is subject to the terms and conditions of the Master Service Agreement (the "Agreement") between InfoSend, Inc. ("InfoSend") and City of Seal Beach, CA ("Client"). This Exhibit A provides the Services which InfoSend shall deliver to Client to permit Client's customers ("Users") to use the products and services to view and pay their bills. To the extent that any term is not expressly defined herein, it shall have the meaning set forth in the Agreement. Client will select one or more of InfoSend's Primary Services from the list below by checking the box next to the Primary Service name. Any Primary Services not selected prior to the execution of this Agreement can be added at a later date via an Agreement Amendment. * Data Processing, Printing and Mailing Service ("DPPM Service"): During the term of this Agreement, InfoSend will provide data processing, printing and mailing services. The Service consists of processing data, printing documents, mail preparation, applying postage (where applicable) and sending via the United States Postal Service. Document types include but are not limited to bills, postcards and letters. O eBusiness Services (the "eBusiness Services"): During the term of this Agreement InfoSend will provide eBusiness Services. These services can include presenting bills online and/or accepting and reporting payment transaction information to facilitate ACH and/or credit card payments via web, Interactive -Voice -Response (IVR), SMS, or Bank Billpay (e -Lockbox). Section 1. Data Processina. Printing and Mailing (DPPM) Service Description A. Data Transfer and Processing • Client to transmit data to InfoSend in an agreed upon format. Should Client make changes to data file format after initial setup is complete, it agrees to pay for the professional services required to accommodate the new file format. See Exhibit C — Professional Services — for information on initial setup and ongoing programming changes. • Client will monitor transfer confirmation emails to ensure InfoSend is in receipt of the data. Client acknowledges that InfoSend will not be responsible or liable for any transferred data which does not result in a confirmation receipt to Client. • A File Transfer Report will be emailed to the Client representatives who have opted -in to this email. A copy of this report is also available to download from the InfoSend website. • Client will have access to an online Job Tracking application that shows the progress of each file as it is processed and becomes a batch of documents to be printed and mailed. Client can see both the original input file name and the InfoSend- assigned "Job Code". • InfoSend will process the mailing addresses and perform the following functions: o Apply CASS-certified address validation o Comply with USPS requirements to obtain pre-sort automation rates for qualified client mail pieces o Stay current with all USPS regulations required to mail presorted first-class mail • InfoSend will optionally provide proofs of the final print -ready PDF files to Client to be reviewed and approved before printing begins (if requested). Document Printing and Mailing • Batches are printed by InfoSend using a high-speed production process onto the agreed upon forms. • Printed documents are put through a quality control process and then released to the mailing department to be inserted into outgoing envelope. A return envelope and any applicable inserts are included as defined by client workflow. • After•a batch of mail is completed in InfoSend's system it will be marked as such in the online Job Tracker and a Process Confirmation Report will be emailed to the Client representatives who have opted -in to this email. A copy of this report is also available to download from the InfoSend website. Section 2. eBusiness Service Description A. General System Description InfoSend Exhibits to MSA Rev. 01.28.2021 • Mobile -Ready Customer Engagement: all products are mobile compatible out of the box, with no app store downloads required of customers. Powered by InfoSend's CCM platform, customer specific messaging and payment reminders are delivered electronically. • Multi -Channel Payment Collection: InfoSend's payment platform will consolidate web, telephone, SMS, CSR, in-person EMV and bank payments into a single lockbox file. • One -Time and Automatic Payments: allow customers to quickly make a one-time payment, as well as sign up to have their payment account auto debited with each billing cycle. • Bill Notification and Presentment: notify customers via email when a new bill is available, and securely deliver exact replica of printed document to customers inbox or show online via the secure portal. • Interactive Voice Response (IVR): accept customer payments via automated phone service with InfoSend-hosted phone number, enabling client phone systems to redirect customers with ease. • SMS Text -to -Pay: enrolled customers may opt in to receive text notifications of new bills, and reply to have the registered payment method drafted for the amount due, speeding up the time to payment. • Bank Payments (MasterCard RPPS): InfoSend can collect payments made via the customer bank and include them within the lockbox file. • PCI -Compliant Cloud Based Solution: electronic billing and payment related products hosted in the cloud by InfoSend in a secure PCI -Level 1 compliant environment. B. Data Transfer and Processing • Client to transmit data to InfoSend in an agreed upon format, using the Data Transfer and Processing workflow described in Section 1. • Client acknowledges that InfoSend will not be responsible or liable for any transferred data which does not result in a confirmation receipt to Client. • if the Client is not using InfoSend's DPPM Service, USPS address workflow will not be applied. • Data loaded into the eBusiness system is used to facilitate accurate payments via Web, IVR, SMS or Bank BiIIPay. C. Customer Enrollment and Bill Notification Data loaded into the system will be used to facilitate customer enrollment, using two pieces of information specific to the customer bill. • For enrolled customers, system will send a notification of the new bill available via email. • For enrolled customers who have opted in, system will send an SMS alert. • For customers using the IVR system, bill information will be dictated by text to voice. • For customers paying via Bank BiIIPay, the account number can be validated by the system prior to accepting payment. • The system may optionally be configured to display a PDF replica of the bill image. D. Customer Payment and Reporting • Customers can make payment via Web, SMS, IVR or Bank BiIIPay, depending on channels which Client has requested InfoSend setup. • Payments can be configured to allow Users to pay by bank account and/or credit/debit card. • All payments will be reported in a standard daily "lockbox" file. InfoSend Exhibits to MSA Rev. 01.28.2021 Exhibit B - InfoSend Fees This Exhibit B is an integral part of and is subject to the terms and conditions of the Master Service Agreement (the "Agreement") between InfoSend, Inc. ("InfoSend") and City of Seal Beach, CA ("Client"). This Exhibit B provides the Fees which InfoSend shall bill to Client in exchange for Services. To the extent that any term is not expressly defined herein, it shall have the meaning set forth in the Agreement. Section 1. Price Escalations to InfoSend Fees InfoSend Fees can be adjusted once every twelve (12) months to account for increases in the cost of materials, labor, and other overhead costs. InfoSend reserves the right to increase InfoSend Fees on a yearly basis (starting with the first anniversary of the Agreement date). The Client will be notified, in writing, at least thirty (30) days prior to such price increase. An amendment to the Agreement will not be required if the Fees are changed, unless the terms or conditions of the Agreement have otherwise changed. Postage fees can change at any time per USPS regulations and do not require an amendment to the Agreement. In addition to this, if Client uses the Printing and Mailing Service, it accepts that InfoSend reserves the right to pass on any extraordinarily high increases to the cost of forms or envelopes at any time. The Client will be notified, in writing, at least thirty (30) days prior to such price increase. InfoSend pricing is predicated on Client representations of Client and Client User transactional usage. Should Client's actual continuous volume and/or recurring frequency deviate by more than thirty percent (30%) from what Client has represented to InfoSend in Section 2 below, then InfoSend reserves the right to invalidate the Fees listed in this Agreement. Should this rare situation arise then InfoSend will notify Client immediately and negotiate with Client in good faith to pass on any increased costs to Client, in line with actual Client and Client User transactional usage. Should InfoSend and Client fail to agree upon updated Fees, InfoSend reserves the right to terminate this Agreement with one hundred and eighty (180) days' notice. Section 2. Client Representations Customers Contacted or Billed Monthly -Approximately 3,000 Number of Batches Monthly -Approximately 2 (two) Section 3. DPPM Fees: InfoSend Data Processina. Print and Mail Prici All Document Types One 8.5' x 1 V page, up to two color duplex (2/2), Including $0.159 per document InfoSend standard envelopes. -Pricing reflects and estimated volume of 3,000 documents a month,.with an approximate 2 billing runs per month. Finished mail pieces are delivered to the USPS within one (1) business day. If samples (proofs) are requested then the mailing will be completed within one day of sample approval. File upload deadline for next -day mailing is 3:OOPM local time at the production facility designated for your account. If samples are required then they must be approved by 5:30PM local time for the file to be mailed by the next business day. InfoSend Exhibits to MSA Rev. 01.28.2021 The below provides the components of the summary price given above. All pricing is based on "Client Volume L........A ......1 -fl-kin &�Iaa fnv Data Initial Setup Fee—Springbrook Express PDF Input Files Waived Future Setup Fee —Tyler InCode Express PDF Input Files (Raw data only input files would be quoted if necessary at the time, if PDF's are not available) Waived OR Initial Setup Fee — Springbrook Data Only Input Files Waived Document Re -Design Fee $0.00 Data.Processing Fee (per document) $0.02 Print Fee oer.Paoe with 2/2 Ink 50.092 USPS Postage > Paas -through Materials Standard Paper Stock (per sheet) A postage deposit will be required Prim to star iN service. Print Color Options (colors per side) $0.097 for 3/1. 3/2 or 3/3 printing Standard Return 09 Envelope $0.102 for 4/0 or 4/1 printing Outgoing Flat Envelope — used for mail pieces with excess pages $0.107 for 4/4 printing Inline Insert Print Fee $0.092 Black printing $0.102 Color printing Batch Fee (per mailing batch under 200 mail pieces) $10.00 Excess Pages Handwork Surcharge (per mail piece) $0.35 Address Updates $0.35 NCOA 1$0.35 ACS Optional Document Print Image Archiving (Per Document Image), with included USPS mail tracking $0.02 - For 12 Months of Retention $0.03 - For 24 Months of Retention $0.04 - For 36 Months of Retention Materials Standard Paper Stock (per sheet) $0.015 Standard Outgoing s10 Envelope $0.017 Standard Return 09 Envelope $0.015 Outgoing Flat Envelope — used for mail pieces with excess pages $0.17 Optional Document Print Image Archiving (Per Document Image), with included USPS mail tracking $0.02 - For 12 Months of Retention $0.03 - For 24 Months of Retention $0.04 - For 36 Months of Retention Print Image Archive API Monthly Support Fee $100.00 Professional Services Rate (per hour) $175 Returned Mail Handling $0.35 per reported returned mail piece Remit Tracking $100 monthly support fee Section 3.1. Custom Forms/Envelopes If Client has selected the Printing and Mailing Service and at any time requests that InfoSend Fees include the cost of custom Client - specific materials (either in this Agreement or since its execution), then Client understands and accepts that these materials will be purchased in bulk to achieve the lowest possible per-unit cost. Client agrees to purchase any remaining supplies of requested custom materials (normally forms or envelopes) if Client stops using InfoSend's Service for any reason. Client agrees to purchase the InfoSend Exhibits to MSA Rev. 01.28.2021 remaining supply of custom forms/envelopes upon Client's request to change the custom forms/envelopes before the supply has been depleted. Section 3.2. USPS Postaae Rates Postage rates are determined by the United States Postal Service. All postage rate changes are determined directly by USPS and are independent of any InfoSend service or materials fees. in no event shall any change in the postage rates affect the InfoSend service or materials fees. The Client will be invoiced the amount of excess for overweight and foreign mail. Section 3.3. Postage Deposit InfoSend purchases the postage needed to mail Client documents on the day of mailing. The postage charges are later invoiced to Client based on the Client's payment terms. InfoSend requires Client to submit a postage deposit prior to the first mailing to facilitate the payment terms. This amount will remain in deposit for the duration of the Agreement. Upon Agreement expiration or termination Client must pay in full any outstanding invoices from InfoSend for payables created under this Agreement; the postage deposit will be refunded within fifteen (15) days of the date that the last open invoice is paid. The postage deposit is subject to an annual review and may be adjusted to account for changes to Client average mailing volume or changes to USPS postage rates. There will be no more than one adjustment requested per year, if at all. The postage deposit amount is calculated by multiplying the estimated number of mail pieces per month by the current 5 -Digit pre- sorted first class postage rate, then multiplied by a two (2) month period which is the standard amount of time InfoSend carries the postage prior to reimbursement. The postage deposit amount due for your account is: 3,000 mail pieces per month x $0.398 x 2 = $2,388.00. Section 4. eBusiness Service Fees: Not applicable. Section S. Implementation Proiect Cost Subsidization: InfoSend's internal costs to complete the project is higher than the Setup fees given. InfoSend has subsidized these fees by factoring in years of service given the term of the Agreement. Should Client cancel the project or terminate the Agreement at its convenience less than one (1) year from the Effective Date then it must pay according to the below: • DPPM Setup Fee: No charge for Express PDF Setup Input files or $2,500 for Data -Only Input Files • EBPP Setup Fee: 100% of Setup fees quoted or listed as "Waived" in the pricing exhibit. InfoSend Exhibits to MSA Rev. 01.28.2021 Exhibit C — Professional Services This Exhibit C is an integral part of and is subject to the terms and conditions of the Master Service Agreement (the "Agreement") between InfoSend, Inc. ("InfoSend") and City of Seal Beach, CA ("Client"). This Exhibit C provides InfoSend's Professional Services Fees which InfoSend shall bill to Client in exchange for Professional Services. To the extent that any term is not expressly defined herein, it shall have the meaning set forth in the Agreement. Section 1. Price Escalations to InfoSend Professional Services Fees InfoSend Professional Services Fees can be adjusted once every twelve (12) months to account for increases to the cost of providing these services. InfoSend reserves the right to increase Professional Services Fees on an annual basis, starting with the first anniversary of the Agreement date, if needed. The Client will be notified, in writing, at least thirty (30) days prior to such price increase. An amendment to the Agreement will not be required if the Professional Services Fees are changed, unless the terms or conditions of the Agreement have changed. Section 2. Definition of Professional Services InfoSend Professional Services are the technical services that are required to perform the initial setup of the InfoSend Primary Services defined in Exhibit A and the technical services required to make changes to these Primary Services after the initial setup is complete. Once any Primary Service is live and operational Professional Services will not be required unless Client requests a change or makes changes to its data file format or business rules which necessitates a change to InfoSend's system configuration or programming. Examples of InfoSend Professional Services: • Project requirements gathering and analysis hours • Project management and/or consulting hours • Software development and system configuration hours related to the processing of Client's data • Software development and system configuration hours related to document design, web portal setup, business rule configuration, or any other applicable technical services • Application testing and deployment hours Section 3 Professional Services Fee and Process for Approval and Payment of Fee The current Professional Services Fee is $175.00 per hour. In the event that a project will incur billable Professional Services hours, Client will be informed before work begins. InfoSend and Client will execute a Statement of Work for the project that Client wants InfoSend to undertake. The payment terms for the project depend on the size and scope of the project. The Statement of Work can include payment terms that are different than the terms listed in this Agreement for InfoSend Fees, otherwise these terms will apply and the project fees will be invoiced upon project completion. Small projects that incur less than five (5) hours of Professional Services can be initiated without a Statement of Work if Client accepts and executes a Programming Quote for this work. Any project that will take more than five (5) hours of Professional Services work will require both parties to execute a formal Statement of Work. Depending on the nature of the work required, InfoSend will provide one of the following quotation methods: • Fixed Quote — a fixed project cost will be set. InfoSend may elect to waive this cost in some circumstances. Client understands and accepts that it must accept the terms and conditions of the Statement of Work for the project and that changes made to the project requirements, data file structure, etc., after the Statement of Work and any amendments to it have been finalized will require Client to pay for these changes on a Time and Materials basis. Client will be notified immediately if this scenario arises and will be given an option to keep the original project specifications to keep the fixed quote in place. • Time and Materials Quote — should it not be possible to provide a fixed quote due to the nature of a Client's requested project, then InfoSend will provide an estimated number of hours to complete the project and bill the hours on a Time and Materials basis. The Statement of Work will include the terms and conditions for these project types and Client will be invoiced weekly for the hours spent on the project. InfoSend Exhibits to MSA Rev. 01.28.2021 Section 4. Initial Setup Cost: InfoSend Primary Services The Initial Setup cost for the InfoSend Primary Services selected in Exhibit A are listed in Exhibit B. These costs have been provided using a Fixed Quote process, explained in Section 3 above. Client understands and agrees to these terms, and to the project-specific terms and conditions that will be provided in the Statement of Work that will be created to capture Client's specific requirements and data types. InfoSend Exhibits to MSA Rev. 01.28.2021 Client#: 581763 INFOSENDI AGORU. CERTIFICATE OF LIABILITY INSURANCEDATE(MM/DD/YYYY) r[CvIJIV IY NUIMItltK: NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH 3/3112021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the Policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh & McLennan Agency LLC Marsh & McLennan Ins. Agency LLC 1 Polaris Way #300 NCONT AME: ROcio Gutierrez H 14 ; Ext): 949 900-1780 / IC No A E-MAIL ADDRESS: rocio.gutierrez@marshmma.com INSURER(S) AFFORDING COVERAGE NAIC# Aliso Viejo, CA 92656 INSURER A: Federal Insurance Company 20281 INSURED InfoSend, Inc. INSURER B: Compwest insurance Company 12177 INSURER C : Underwriters at Lloyd's London 5555 55 4240 E La Palma Avenue INSURER D: Anaheim, CA 92807 INSURER E: INSURER F : CAVFRAr:FS !-G STI CIf-ATe� ... ...w �r-- - - -- " -- - - — -----•--... THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED r[CvIJIV IY NUIMItltK: NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INR D POLICY NUMBER MM/DD MM/DD LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR 36031149 2/01/2021 02/01/2022 EEACMMISEH�OECCCURRENCE $1000000 PRES EaEoNccTE ence $1 000 000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY D ECT 7 GENERAL AGGREGATE $ 2,000,000 LOC PRODUCTS - COMP/OP AGG alncluded OTHER: $ A AUTOMOBILE LIABILITY 73587120 2/01/2021 02/01/202 EOMB NEDISINGLE LIMIT 1,000,000 X ANY AUTO OWNED SCHEDULED BODILY INJURY (Per person) $ AUTOS ONLY AUTOS HIREDNON-OWNED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident $ $ A X UMBRELLA LIAR X OCCUR 79896856 2/01/2021 02/01/202 EACH OCCURRENCE $5 000 000 EXCESS LIAR CLAIMS -MADE AGGREGATE $5,000,000 DED RETENTION $ WORKERS COMPENSATION B AND EMPLOYERS' LIABILITY WCV5504862/CA-OR 2/01/2021 02/01/202 $ X PER OTH- B OFFICER/MEMBER EXCLUDED? ECUTIVE� N / A WCV6217250/TX-FL-IL 2/01/2021 02/01/202 STATUTE E.L. EACH ACCIDENT $1,000,000 (Mandatory In NH) If yes, describe under E.L. DISEASE - EA EMPLOYEE $1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 C *Prof Liab /Cyber TRICE01496 2/01/2021 02/01/2022 *Retro $5,000,000 Agg. /Claim C 12/01/06 $25,000 Retention A Crime 68054862 2/01/2021 02/01/2022 $300.000 /$5,000 Ret. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Evidence of Coverage CFRTIFICAT= uni ncn City of Seal Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 211 Eighth Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN g ACCORDANCE WITH THE POLICY PROVISIONS. Seal Beach, CA 90740 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S8144390/M7013059 WOAQH