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6.08.06
CITY OF SANFORD AGREEMENT
FOR UTILITY BILL MAILING SERVICES
WITH ADVANCED XEROGRAPHIC
IMAGING SYSTEMS. INC. ( "AXIS")
THIS AGREEMENT made and entered into the 5th day of July 2006 by and
between the City of Sanford, 300 North Park Avenue, Sanford, Florida 32771, a
municipal corporation of the State of Florida, holding tax exempt status, hereinafter
referred to as the "CITY" and ADVANCED XEROGRAPHIC IMAGING SYSTEMS, INC.,
a Florida corporation, hereinafter referred to as the "CONTRACTOR ".
The CITY and the CONTRACTOR are collectively referred to herein as the
parties.
WITNESSETH:
WHEREAS, the CONTRACTOR has entered into an agreement to provide
services to the City of Melbourne, pursuant to a Contract for Services, dated February
9, 2004 which is attached hereto along with the amendment thereto (the Exhibit
hereinafter sometime referred to as the "City of Melbourne Agreement'); and
WHEREAS, the CITY desires to retain the CONTRACTOR for the work identified
in the specifications outlined in the City of Melbourne Agreement and for the periods set
forth in the City of Melbourne Agreement; and
WHEREAS, the CITY desires to retain the CONTRACTOR to furnish services
and perform those tasks outlined above, and generally described in Section 2, and
made part hereof, as subsequently specifically set out in Work Orders to be issued
under this Agreement; and
WHEREAS, the CITY desires to employ the CONTRACTOR for the performance
to support the activities, programs and projects of the CITY upon the terms and
conditions hereinafter set forth, and the CONTRACTOR is desirous of providing and
performing such goods /services upon said terms and conditions; and
WHEREAS, the CONTRACTOR hereby warrants and represents to the CITY
that it is competent and otherwise able to provide goods and services to the CITY; and
WHEREAS, all submissions submitted by the CONTRACTOR in its materials to
the City of Melbourne Agreement are hereby incorporated herein to the extent not
inconsistent with the terms and conditions as set forth herein; and
WHEREAS, the CITY desires to engage the CONTRACTOR for utility bill mailing
services to reduce the per bill rate; and
WHEREAS, the CONTRACTOR desires to provide services to the CITY, as an
independent contractor of the CITY, regarding goods and services as needed; and
WHEREAS, this Agreement is not subject to the provisions of the Consultants
Competitive Negotiations Act; and
WHEREAS, the CITY desires to use the expertise and knowledge of the
CONTRACTOR;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is agreed by and between the parties
hereto as follows:
SECTION 1: GENERAL PROVISIONS.
(a). The term "CONTRACTOR" as used in this Agreement is hereby defined
herein as that person or entity, including employees, servants, partners, principals,
agents and assignees providing services under this Agreement.
(b). The CONTRACTOR acknowledges that the CITY may retain other goods
or service providers to provide the same goods or services for CITY projects. The
CONTRACTOR acknowledges that the CITY, at the CITY's option, may request
proposals from the CONTRACTOR and the other goods or service providers for CITY
projects. The CITY reserves the right to select which goods or service providers shall
provide goods or services for the CITY projects.
(c). The CONTRACTOR agrees to provide and ensure coordination between
the goods and /or service providers.
(d). The recitals herein are true and correct and form and constitute a material
part of this Agreement upon which the parties have relied.
(e). Each party hereto represents to the other that it has undertaken all
necessary actions to execute this Agreement, and that it has the legal authority to enter
into this Agreement and to undertake all obligations imposed on it. The person(s)
executing this Agreement for the CONTRACTOR certify that he /she /they is /are
authorized to bind the CONTRACTOR fully to the terms of this Agreement.
(f). Time is of the essence of the lawful performance of the duties and
obligations contained in this Agreement to include, but not be limited to, each
Purchase/Work Order. The parties covenant and agree that they shall diligently and
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expeditiously pursue their respective obligations set forth in this Agreement and each
Purchase/Work Order.
(g). When the term "law" is used herein, said phrase shall include statutes,
codes, rule and regulations of whatsoever type or nature enacted or adopted by a
governmental entity of competent jurisdiction.
(h). Packages must be plainly marked with the shipper's name and the
Purchase Order Number; charges are not allowed for boxing or crating unless
previously agreed upon in writing.
(i). All materials must be shipped F.O.B. Destination. The CITY will not pay
freight or express charges, except by previous agreement. The CONTRACTOR shall
prepay shipping charges and add to invoice. Delivery must actually be affected within
the time stated on Purchase Order unless delay is caused by any act or omission of the
CITY, or any employee of the CITY, or by changes ordered by the CITY, or by strikes,
lock outs, fire, unusual delay in transportation, unavoidable casualties, or any other
causes of force majeure not resulting from the inactions or actions of the
CONTRACTOR and beyond the CONTRACTOR's control, or by delay authorized by
the CITY pending a decision, or by any cause which the CITY shall decide to justify the
delay, the time of completion shall be extended for such reasonable time as the CITY
and the CONTRACTOR may decide. Deliveries shall be made between 8:00 A.M. and
5:00 P.M., Monday through Friday unless otherwise stated.
(j). The CONTRACTOR shall furnish the CITY with a current Material Safety
Data Sheet(s) (MSDS) on or before delivery of each and every hazardous chemical or
substance purchased. Appropriate labels and MSDS shall be provided for all
shipments.
(k). The CONTRACTOR hereby guarantees the CITY that all material,
supplies, services and equipment as listed on a Purchase Order meet the requirements,
specifications and standards as provided for under the Federal Occupations Safety and
Health Act of 1970, from time to time amended and in force on the date hereof.
(1). It is agreed that nothing herein contained is intended or should be
construed as in any manner creating or establishing a relationship of co- partners
between the parties, or as constituting the CONTRACTOR (including, but not limited to,
its officers, employees, and agents) the agent, representative, or employee of the CITY
for any purpose, or in any manner, whatsoever. The CONTRACTOR is to be and shall
remain forever an independent contractor with respect to all services performed under
this Agreement.
(m). Persons employed by the CONTRACTOR in the provision and
performance of the goods and /or services and functions pursuant to this Agreement
shall have no claim to pension, workers compensation, unemployment compensation,
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civil service or other employee rights or privileges granted to the CITY officers and
employees either by operation of law or by the CITY.
(n). No claim for services furnished by the CONTRACTOR not specifically
provided for herein shall be honored by the CITY.
SECTION 2: SCOPE OF SERVICES.
The CONTRACTOR shall provide goods and service in accordance with the City
of Melbourne Agreement.
SECTION 3: PURCHASEIWORK ORDERS.
(a). The provision of goods and /or services to be performed under the
provisions of this Agreement shall be commenced upon the execution of this Agreement
and receipt by the CONTRACTOR of a written Purchase/Work Order issued by the
CITY on a form provided by the CITY. Purchase/Work Orders executed by the CITY
shall include a detailed description of quantities, services and a completion schedule.
The CONTRACTOR shall review Purchase/Work Orders and notify the CITY in writing
of inadequacies for the CITY correction, if warranted.
(b). If the services required to be performed by a Work Order is clearly
defined, the Work Order shall be issued on a Fixed Fee basis. The CONTRACTOR
shall perform all services required by the Work Order but, in no event, shall the
CONTRACTOR be paid more than the negotiated Fixed Fee amount stated therein.
(c). If the services are not clearly defined, the Work Order may be issued on a
"Time Basis Method" and contain a Not -to- Exceed amount. If a Not -to- Exceed amount
is provided, the CONTRACTOR shall perform all worked required by the Work Order;
but, in no event, shall the CONTRACTOR be paid more than the Not -to- Exceed amount
specified in the applicable Work Order.
(d). If the services are not clearly defined, the Work Order may be issued on a
"Time Basis Method" and contain a Limitation of Funds amount. The CONTRACTOR is
not authorized to exceed that amount without the prior written approval of the CITY.
Said approval, if given by the CITY, shall indicate a new Limitation of Funds amount.
The CONTRACTOR shall advise the CITY whenever the CONTRACTOR has incurred
expenses on any Work Order that equals or exceeds eighty percent (80 %) of the
Limitation of Funds amount.
(e). For Work Orders issued on a "Fixed Fee Basis," the CONTRACTOR may
invoice the amount due based on the percentage of total Work Order services actually
performed and completed; but, in no event, shall the invoice amount exceed a
percentage of the Fixed Fee amount equal to a percentage of the total services actually
completed. The CITY shall pay the CONTRACTOR ninety percent (90 %) of the
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approved amount on Work Orders issued on a "Fixed Fee Basis ".
(f). For Work Orders issued on a `Time Basis Method" with a Not -to- Exceed
amount, the CONTRACTOR may invoice the amount due for actual work hours
performed but, in no event, shall the invoice amount exceed a percentage of the Not -to-
Exceed amount equal to a percentage of the total services actually completed. The
CITY shall pay the CONTRACTOR ninety percent (90 %) of the approved amount on
Work Orders issued on a 'Time Basis Method" with a Not -to- Exceed amount.
(g). Each Work Order issued on a "Fixed Fee Basis" or 'Time Basis Method"
with a Not -to- Exceed amount shall be treated separately for retainage purposes. If the
CITY determines that work is substantially complete and the amount retained is
considered to be in excess, the CITY may, at its sole and absolute discretion, release
the retainage or any portion thereof.
(h). For Work Orders issued on a 'Time Basis Method" with a Limitation of
Funds amount, the CONTRACTOR may invoice the amount due for services actually
performed and completed. The CITY shall pay the CONTRACTOR one hundred
percent (100 %) of the approved amount on Work Orders issued on a 'Time Basis
Method" with a Limitation of Funds amount.
(i). Purchase Orders shall detail the goods procured.
(j). Payments shall be made by the CITY to the CONTRACTOR when
requested as work progresses for services furnished, but not more than once monthly.
Each Work Order shall be invoiced separately. The CONTRACTOR shall render to the
CITY, at the close of each calendar month, an itemized invoice properly dated,
describing any services rendered, the cost of the services, the name and address of the
CONTRACTOR, Work Order Number, Contract Number and all other information
required by this Agreement.
SECTION 4: CONTRACTOR UNDERSTANDING OF GOODS /SERVICES
REQUIRED.
Execution of this Agreement by the CONTRACTOR is a representation that the
CONTRACTOR is familiar with the goods and /or services to be provided and /or
performed and with local conditions. The CONTRACTOR shall make no claim for
additional time or money based upon its failure to comply with this Agreement. The
CONTRACTOR has informed the CITY, and hereby represents to the CITY, that it has
extensive experience in performing and providing the services and /or goods described
in this Agreement and to be identified in the Purchase/Work Orders, and that it is well
acquainted with the components that are properly and customarily included within such
projects and the requirements of laws, ordinance, rules, regulations or orders of any
public authority or licensing entity having jurisdiction over the CITY projects. Execution
of a Purchase/Work Order shall be an affirmative and irrefutable representation by the
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CONTRACTOR to the CITY that the CONTRACTOR is fully familiar with any and all
requisite work conditions of the provisions of the goods and /or services.
SECTION 5: CHANGE ORDERS.
(a). The CITY may revise the scope of goods or services set forth in any
particular Purchase/Work Order.
(b). Revisions to any Purchase/Work Order shall be authorized in writing by
the CITY as a Change Order and are subject to approval by the CONTRACTOR. Each
Change Order shall include a schedule of completion for the goods and /or services
authorized. Change Orders shall identify this Agreement and the appropriate
Purchase/Work Order number. The Change Orders may contain additional instructions
or provisions specific upon certain aspects of this Agreement pertinent to the goods
and /or services to be provided. Such supplemental instructions or provisions shall not
be construed as a modification of this Agreement. An Agreement between the parties
on and execution of any Change Order shall constitute a final settlement and a full
accord and satisfaction of all matters relating to the change and to the impact of the
change on unchanged goods and /or work, including all direct and indirect costs of
whatever nature, and all adjustments to the CONTRACTOR's schedule.
SECTION 6: CONTRACTOR RESPONSIBILITIES.
(a). The CONTRACTOR shall be responsible for the professional quality,
accepted standards, technical accuracy and the coordination of all goods and services
furnished by the CONTRACTOR under this Agreement as well as the conduct of its
staff, personnel, employees and agents. The CONTRACTOR shall work closely with
the CITY on all aspects of the provision of the goods and /or services. With respect to
services, the CONTRACTOR shall be responsible for the professional quality, technical
accuracy, competence, methodology, accuracy and the coordination of all of the
following which are listed for illustration purposes and not as a limitation: documents,
analysis, reports, data, plans, plats, maps, surveys, specifications, and any and all other
services of whatever type or nature furnished by the CONTRACTOR under this
Agreement. The CONTRACTOR shall, without additional compensation, correct or
revise any errors or deficiencies in his plans, analysis, data, reports, designs, drawings,
specifications, and any and all other services of whatever type or nature.
(b). Neither the CITY review, approval or acceptance of, nor payment for, any
of the goods or services required shall be construed to operate as a waiver of any rights
under this Agreement or of any cause of action arising out of the performance of this
Agreement and the CONTRACTOR shall be and remain liable to the CITY in
accordance with applicable law for all damages to the CITY caused by the
CONTRACTOR's negligent or improper performance or failure to perform any of the
goods and /or services furnished under this Agreement.
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(c). The rights and remedies of the CITY, provided for under this Agreement,
are in addition to any other rights and remedies provided by law.
(d). Time is of the essence in the performance of all services provided by the
CONTRACTOR under the terms of this Agreement and each and every Purchase/Work
Order, however, if the CONTRACTOR is delayed at any time in the provision of goods
and /or services by any act or omission of the CITY, or by changes ordered by the CITY,
or by strikes, lock outs, fire, unusual delay in transportation, unavoidable casualties, or
any other causes of force majeure not resulting from the inactions or actions of the
CONTRACTOR and beyond the CONTRACTOR's control, or by delay authorized by the
CITY pending a decision, or by any cause which the CITY shall decide to justify the
delay, the time for delivery of goods or completion of services shall be extended for
such reasonable time as the CITY and the CONTRACTOR may decide.
SECTION 7: CITY RIGHTS AND RESPONSIBILITIES.
(a). The CITY shall reasonably cooperate with the CONTRACTOR in a timely
fashion at no cost to the CONTRACTOR as set forth in this Section.
(b). The CITY shall furnish a CITY representative, as appointed by the
designated representative to administer, review and coordinate the provision of services
under Purchase/Work Orders.
(c). The CITY shall make CITY personnel available where, in the CITY's
opinion, they are required and necessary to assist the CONTRACTOR. The availability
and necessity of said personnel to assist the CONTRACTOR shall be determined solely
at the discretion of the CITY.
(d). The CITY shall examine all of the CONTRACTOR's goods and /or services
and indicate the CITY's approval or disapproval within a reasonable time so as not to
materially delay the provisions of the goods and /or services of the CONTRACTOR.
(e). The CITY shall transmit instructions, relevant information, and provide
interpretation and definition of CITY policies and decisions with respect to any and all
materials and other matters pertinent to the services covered by this Agreement.
(f). The CITY shall give written notice to the CONTRACTOR whenever the
CITY's designated representative knows of a development that affects the goods and /or
services provided and performed under this Agreement, timing of the CONTRACTOR
provision of goods and /or services, or a defect or change necessary in the goods and /or
services of the CONTRACTOR.
(g). The rights and remedies of the CITY provided for under this Agreement
are in addition to any other rights and remedies provided by law; the CITY may assert
its right of recovery by any appropriate means including, but not limited to, set -off, suit,
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withholding, recoupment, or counterclaim, either during or after performance of this
Agreement.
(h). Each party shall be entitled to recover any and all legal costs including,
but not limited to, attorney fees and other legal costs that it may incur in any legal
actions it may pursue in the enforcement of the terms and conditions of this Agreement
or the responsibilities of the parties hereunder deriving from this Agreement.
(i). The failure of the CITY to insist in any instance upon the strict
performance of any provision of this Agreement, or to exercise any right or privilege
granted to the CITY hereunder shall not constitute or be construed as a waiver of any
such provision or right and the same shall continue in force.
Q). Neither the CITY's review, approval or acceptance of, nor payment for,
any of the goods and /or services required shall be construed to operate as a waiver of
any rights under this Agreement nor or any cause of action arising out of the
performance of this Agreement and the CONTRACTOR shall be and always remain
liable to the CITY in accordance with applicable law for any and all damages to the
CITY caused by the CONTRACTOR's negligent or wrongful provision or performance of
any of the goods and /or services furnished under this Agreement.
(k). All deliverable analysis, reference data, survey data, plans and reports or
any other form of written instrument or document that may result from the
CONTRACTOR's services or have been created during the course of the
CONTRACTOR's performance under this Agreement shall become the property of the
CITY after final payment is made to the CONTRACTOR.
SECTION 8: COMPENSATION.
(a). Compensation to the CONTRACTOR shall be as set forth in each CITY
Purchase/Work Order.
(b). Pricing shall be in accordance with the City of Melbourne Agreement.
(c). There are no reimbursable expenses to be paid to the CONTRACTOR.
SECTION 9. INVOICE PROCESS.
(a). Invoices, which are in an acceptable form to the CITY and without
disputable items, which are received by the CITY, will be processed for payment within
thirty (30) days of receipt by the CITY.
(b). The CONTRACTOR will be notified of any disputable items contained in
invoices submitted by the CONTRACTOR within fifteen (15) days of receipt by the CITY
with an explanation of the deficiencies.
(c). The CITY and the CONTRACTOR will make every effort to resolve all
disputable items contained in the CONTRACTOR invoices.
(d). Each invoice shall reference this Agreement, the appropriate
Purchase/Work Order and Change Order, if applicable, and billing period.
(e). The Florida Prompt Payment Act shall apply when applicable. A billing
period represents the dates in which the CONTRACTOR completed goods and /or
services referenced in an invoice.
(f). Invoices are to be forwarded directly to:
Finance Department
City of Sanford
300 North Park Avenue
Sanford, Florida 32771
SECTION 10: COMMENCEMENT /IMPLEMENTATION SCHEDULE OF
AGREEMENT.
(a). The CONTRACTOR shall commence the provision of goods and /or
services as described in this Agreement immediately upon execution of this Agreement
and receipt of a Purchase/Work Order. The CITY may seek other firms to provide the
same services.
(b). The CONTRACTOR and the CITY agree to make every effort to adhere to
the schedules established for the various Purchase/Work Orders as described in each
Purchase/Work Order. However, if the CONTRACTOR is delayed at any time in the
provision of goods and /or services by any act or omission of the CITY, or of any
employee of the CITY, or by any other contractor employed by the CITY, or by changes
ordered by the CITY, or by strikes, lock outs, fire, unusual delay in transportation,
unavoidable casualties, or any other causes of force majeure not resulting from the
inactions or actions of the CONTRACTOR and beyond the CONTRACTOR control
which would not reasonably be expected to occur in connection with or during
performance or provision of the goods and /or services, or by delay authorized by the
CITY pending a decision, or by any cause which the CITY shall decide to justify the
delay, the time of completion shall be extended for such reasonable time as the CITY
and CONTRACTOR agree. It is further expressly understood and agreed that the
CONTRACTOR shall not be entitled to any damages or compensation, or be
reimbursed for any losses on account of any delay or delays resulting from any of the
aforesaid causes or any other cause whatsoever.
SECTION 11. TERM /LENGTH OF AGREEMENT.
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The initial term of this Agreement shall be for a period coextensive with the City
of Melbourne Agreement or as set forth in the particular Purchase/ Work Order issued
by the CITY.
SECTION 12: DESIGNATED REPRESENTATIVES.
(a). The CITY designates the City Manager or his designated representative,
to represent the CITY in all matters pertaining to and arising from the work and the
performance of this Agreement.
(b). The City Manager, or his designated representative, shall have the
following responsibilities:
(1). Examination of all work and rendering, in writing, decisions
indicating the CITY's approval or disapproval within a reasonable time so as not to
materially delay the work of the CONTRACTOR;
(2). Transmission of instructions, receipt of information, and
interpretation and definition of CITY's policies and decisions with respect to design,
materials, and other matters pertinent to the work covered by this Agreement;
(3). Giving prompt written notice to the CONTRACTOR whenever the
CITY's designated representative knows of a defect or change necessary in the project;
and
(4). Coordinating and managing the CONTRACTOR for preparation of
any necessary applications to governmental bodies, to arrange for submission of such
applications.
(c). Until further notice from the City Manager the designated representative
for this Agreement is:
F. William Smith, Purchasing Manager
City of Sanford
City Hall
300 North Park Avenue
Sanford, Florida 32771
Telephone Number: 407 - 330 -5600
(d). The CONTRACTOR's designated representative is:
Steve Piatt
Senior Account Manager
Advanced Xerographic Imaging Systems, Inc.
6851 TPC Drive
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Orlando, Florida 32822 -5141
SECTION 13: TERMINATION /SUSPENSION OF AGREEMENT.
(a). The CITY may terminate this Agreement or any Purchase/work Order for
convenience at any time or this Agreement or any Purchase/Work Order for any one or
more of the reasons as follows:
(1). If, in the CITY's opinion, adequate progress to be provided or under
a PurchaseM/ork Order is not being made by the CONTRACTOR due to the
CONTRACTOR's failure to perform, however, failure to perform does not include delay
by the CONTRACTOR at any time in the provision of goods and /or services by any act
or omission of the CITY, or of any employee of the CITY, or by any other contractor
employed by the CITY, or by changes ordered by the CITY, or by strikes, lock outs, fire,
unusual delay in transportation, unavoidable casualties, or any other causes of force
majeure not resulting from the actions or inactions of the CONTRACTOR and beyond
the CONTRACTOR's control, or by delay authorized by the CITY pending a decision, or
by any cause which the CITY shall decide to justify the delay; or
(2). If, in the CITY's opinion, the quality of the goods and /or services
provided by the CONTRACTOR is /are not in conformance with commonly accepted
professional standards, standards of the CITY, and the requirements of Federal and /or
State regulatory agencies, and the CONTRACTOR has not corrected such deficiencies
in a timely manner as reasonably determined by the CITY; or
(3). If the CONTRACTOR or any principal officer of the CONTRACTOR
is indicted or has a direct charge issued against him for any crime arising out of or in
conjunction with any work that has been performed by the CONTRACTOR; or
(4). If the CONTRACTOR becomes involved in either voluntary or
involuntary bankruptcy proceedings, or makes an assignment for the benefit of
creditors: or
(5). If the CONTRACTOR violates the Standards of Conduct provisions
herein or any provision of Federal, State or local law or any provision of the CITY's
Code of Conduct.
(b). In the event of any of the causes described in this Section, the CITY's
designated representative may send a certified letter to the CONTRACTOR requesting
that the CONTRACTOR show cause why the Agreement or any Purchase/Work Order
should not be terminated. If assurance satisfactory to the CITY of corrective measures
to be made within a reasonable time is not given to the CITY within seven (7) calendar
days of the date of the letter, the CITY may consider the CONTRACTOR to be in
default, and may then immediately terminate this Agreement or any Purchase/Work
Order in progress under this Agreement.
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SECTION 14. TERMINATION BY CONTRACTOR FOR CAUSE.
(a). The CONTRACTOR may cancel this Agreement if:
(1). The CITY materially fails to meet its obligations and responsibilities
as contained in the CITY's Rights and Responsibilities; or
(2). The CITY fails to pay the CONTRACTOR in accordance with this
Agreement.
(b). In the event of either of the causes described in Subsection (a), the
CONTRACTOR shall send a certified letter requesting that the CITY show cause why
the Agreement should not be terminated. If adequate assurances are not given to the
CONTRACTOR within fifteen (15) days of the receipt by the CITY of said show cause
notice, then the CONTRACTOR may consider the CITY to be in default, and may
immediately terminate this Agreement.
SECTION 15. TERMINATION BY THE CITY WITHOUT CAUSE.
(a). Notwithstanding any other provision of this Agreement, the CITY shall
have the right at any time to terminate this Agreement in its entirety without cause, or
terminate any specific Purchase/Work Order without cause, if such termination is
deemed by the CITY to be in the public interest, in writing of deficiencies or default in
the performance of its duties under the Agreement and the CONTRACTOR shall have
ten (10) days to correct same or to request, in writing, a hearing.
(b). Failure of the CONTRACTOR to remedy said specified items of deficiency
or default in the notice by either the CITY's designated representative within ten (10)
days of receipt of such notice of such decisions, shall result in the termination of the
Agreement, and the CITY shall be relieved of any and all responsibilities and liabilities
under the terms and provisions of the Agreement.
(c). In the event that this Agreement is terminated, the CITY shall identify any
specific Purchase/Work Order(s) being terminated and the specific Purchase/Work
Order(s) to be continued to completion pursuant to the provisions of this Agreement.
(d). This Agreement will remain in full force and effect as to all authorized
Purchase/Work Order(s) that is /are to be continued to completion.
SECTION 16. PAYMENT IN THE EVENT OF TERMINATION.
In the event this Agreement or any Purchase/Work Order is terminated or
canceled prior to final completion without cause, payment for the unpaid portion of the
services provided by the CONTRACTOR to the date of termination and any additional
services shall be paid to the CONTRACTOR.
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SECTION 17. ACTION FOLLOWING TERMINATION.
Upon receipt of notice of termination, given by either party, the terminated party
shall promptly discontinue the provision of all goods and /or services, unless the notice
provides otherwise.
SECTION 18: EQUAL OPPORTUNITY EMPLOYMENT /NONDISCRIMINATION.
The CONTRACTOR agrees that it will not discriminate against any employee or
applicant for employment for work under this Agreement because of race, color,
religion, sex, age, national origin or disability and will take affirmative steps to insure
that applicants are employed and employees are treated during employment without
regard to race, color, religion, sex, age, national origin or disability. This provision shall
include, but not be limited to, the following: employment, upgrading, demotion or
transfer; recruitment advertising; layoff or termination; rates of pay or their forms or
compensation; and selection for training, including apprenticeship. The CONTRACTOR,
moreover, shall comply with all the requirements as imposed by the Americans with
Disability Act, the regulations of the Federal government issued thereunder, and any
and all requirements of Federal or State law related thereto.
SECTION 19: INDEMNITY AND INSURANCE.
(a). To the fullest extent permitted by law, the CONTRACTOR shall indemnify,
hold harmless and defend the CITY, its agents, servants, officers, officials and
employees, or any of them, from and against any and all claims, damages, losses, and
expenses including, but not limited to, attorneys fees and other legal costs such as
those for paralegal, investigative, and legal support services, and the actual costs
incurred for expert witness testimony, arising out of or resulting from the performance or
provision of goods and /or services required under this Agreement, provided that same
is caused in whole or part by the error, omission, negligent act, failure to act,
malfeasance, misfeasance, conduct, or misconduct of the CONTRACTOR, its agents,
servants, officers, officials, employees, or subcontractors.
(b). In accordance with Section 725.06, Florida Statutes, adequate
consideration has been provided to the CONTRACTOR for this obligation, the receipt
and sufficiency of which is hereby specifically acknowledged.
(c). Nothing herein shall be deemed to affect the rights, privileges, and
immunities of the CITY as set forth in Section 768.28, Florida Statutes, or other
controlling Florida law.
(d). In claims against any person or entity indemnified under this Section by an
employee of the CONTRACTOR or its agents or subcontractors, anyone directly or
indirectly employed by them or anyone for whose acts they may be liable, the
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indemnification obligation under this Section shall not be limited by a limitation on
amount or type of damages, compensation or benefits payable by or for the
CONTRACTOR or its agents or subcontractors, under Workers Compensation acts,
disability benefits acts, or other employee benefit acts.
(e). The execution of this Agreement by the CONTRACTOR shall obligate the
CONTRACTOR to comply with the indemnification provision in this Agreement;
provided, however, that the CONTRACTOR must also comply with the provisions of this
Agreement relating to insurance coverage.
SECTION 20. INSURANCE.
(a). The CONTRACTOR shall obtain or possess and continuously maintain
the following insurance coverage, from a company or companies, with a Best Rating of
A- or better, authorized to do business in the State of Florida and in a form acceptable
to the City and with only such terms and conditions as may be acceptable to the CITY:
(1). Worker's Compensation /Employers's Liability: The CONTRACTOR
will provide Worker's Compensation /Employer's Liability for all employees. The limits
will be $100,000 each accident, $500,000 disease policy limits, $100,000 disease limit
each employee.
(2). Commercial General Liability: The CONTRACTOR will provide
coverage for all claims arising from bodily injury, sickness, disease, or death of any
person other than the CONTRACTOR's employees or damage to property of the CITY
or others arising out of any act or omission of the CONTRACTOR or his /her /their
agents, employees or subcontractors. The liability limits shall not be less than $300,000
for bodily injury and single limit each occurrence for property damage.
(3). Business Automobile Liability: The CONTRACTOR shall provide
complete coverage for each occurrence, bodily injury not less than $300,000 and
proeprty dmage single limit each equivalent.
(b). All insurance other than Workers Compensation and Professional Liability
that must be maintained by the CONTRACTOR shall specifically include the CITY as an
additional insured.
(c). The CONTRACTOR shall provide Certificates of Insurance to the CITY
evidencing that all such insurance is in effect prior to the issuance of the first
Purchase/Work Order under this Agreement from the CITY. These Certificates of
Insurance shall become part of this Agreement. Neither approval by the CITY nor
failure to disapprove the insurance furnished by a CONTRACTOR shall relieve the
CONTRACTOR of the CONTRACTOR's full responsibility for performance of any
obligation including the CONTRACTOR's indemnification of the CITY under this
Agreement. If, during the period which an insurance company is providing the insurance
14
coverage required by this Agreement, an insurance company shall: (1) lose its
Certificate of Authority, (2) no longer comply with Section 440.57, Florida Statutes, or
(3) fail to maintain the requisite Best's Rating and Financial Size Category, the
CONTRACTOR shall, as soon as the CONTRACTOR has knowledge of any such
circumstance, immediately notify the CITY and immediately replace the insurance
coverage provided by the insurance company with a different insurance company
meeting the requirements of this Agreement. Until such time as the CONTRACTOR
has replaced the unacceptable insurer with insurance acceptable to the CITY, the
CONTRACTOR shall be deemed to be in default of this Agreement.
(d). The insurance coverage shall contain a provision that requires that prior to
any changes in the coverage, except increases in aggregate coverage, thirty (30) days
prior notice will be given to the CITY by submission of a new Certificate of Insurance.
(e). The CONTRACTOR shall furnish Certificate of Insurance directly to the
CITY's designated representative. The certificates shall clearly indicate that the
CONTRACTOR has obtained insurance of the type, amount and classification required
by this Agreement.
(f). Nothing in this Agreement or any action relating to this Agreement shall be
construed as the CITY's waiver of sovereign immunity beyond the limits set forth in
Section 768.28, Florida Statutes.
(g). The CITY shall not be obligated or liable under the terms of this
Agreement to any party other than the CONTRACTOR. There are no third party
beneficiaries to this Agreement.
(h). The CONTRACTOR is an independent contractor and is not an agent,
representative, or employee of the CITY. The CITY shall have no liability except as
specifically provided in this Agreement.
(i). All insurance shall be primary to, and not contribute with, any insurance or
self- insurance maintained by the CITY.
SECTION 21: STANDARDS OF CONDUCT.
(a). The CONTRACTOR warrants that it has not employed or retained any
company or person, other than a bona fide employee working solely for the
CONTRACTOR, to solicit or secure this Agreement and that the CONTRACTOR has
not paid or agreed to pay any person, company, corporation, individual or firm other
than a bona fide employee working solely for the CONTRACTOR, any fee, commission,
percentage, gift, or any other consideration, contingent upon or resulting from the award
of making this Agreement.
(b). The CONTRACTOR shall not discriminate on the grounds of race, color,
15
religion, sex, or national origin in the performance of work under this Agreement or
violate any laws pertaining to civil rights, equal protection or discrimination.
(c). The CONTRACTOR hereby certifies that no undisclosed (in writing)
conflict of interest exists with respect to the Agreement, including, but not limited to, any
conflicts that may be due to representation of other clients, customers or vendees, other
contractual relationships of the CONTRACTOR, or any interest in property that the
CONTRACTOR may have. The CONTRACTOR further certifies that any conflict of
interest that arises during the term of this Agreement shall be immediately disclosed in
writing to the CITY. Violation of this Section shall be considered as justification for
immediate termination of this Agreement.
(d). The CONTRACTOR shall ensure that all taxes due from the
CONTRACTOR are paid in a timely and complete manner including, but not limited to,
occupational license tax.
W. If the CITY determines that any employee or representative of the
CONTRACTOR is not satisfactorily performing his or her assigned duties or is
demonstrating improper conduct pursuant to any assignment or work performed under
this Agreement, the CITY shall so notify the CONTRACTOR, in writing. The
CONTRACTOR shall immediately remove such employee or representative of the
CONTRACTOR from such assignment.
M. The CONTRACTOR shall not publish any documents or release
information regarding this Agreement to the media without prior approval of the CITY.
(g). The CONTRACTOR shall certify, upon request by the CITY, that the
CONTRACTOR maintains a drug free workplace policy in accordance with Section
287.0878, Florida Statutes. Failure to submit this certification may result in termination.
(h). If the CONTRACTOR or an affiliate is placed on the convicted vendor list
following a conviction for a public entity crime, such action may result in termination by
the CITY. The CONTRACTOR shall provide a certification of compliance regarding the
public crime requirements set forth in State law upon request by the CITY.
(i). The CITY reserves the right to unilaterally terminate this Agreement if the
CONTRACTOR refuses to allow public access to all documents, papers, letters, or
other materials subject to provisions of Chapter 119, Florida Statutes, and other
applicable law, and made or received by the CONTRACTOR in conjunction, in any way,
with this Agreement.
(j). The CONTRACTOR shall comply with the requirements of the Americans
with Disabilities Act (ADA), and any and all related Federal or State laws which prohibits
discrimination by public and private entities on the basis of disability.
16
(k). The CITY will not intentionally award publicly- funded contracts to any
CONTRACTOR who knowingly employs unauthorized alien workers, constituting a
violation of the employment provisions contained in 8 U.S.C. Section 1324a(e) Section
274A(e) of the Immigration and Nationally Act (INA)]. The CITY shall consider the
employment by the CONTRACTOR of unauthorized aliens, a violation of Section 274A
(e) of the INA. Such violation by the CONTRACTOR of the employment provisions
contained in Section 274A (e) of the INA shall be grounds for immediate termination of
this Agreement by the CITY.
(1). The CONTRACTOR agrees to comply with Federal, State, and local
intellectual property, environmental, health, and safety laws and regulations applicable
to the goods and /or services provided to the CITY. The CONTRACTOR agrees that any
program or initiative involving the work that could adversely affect any personnel
involved, citizens, residents, users, neighbors or the surrounding environment will
ensure compliance with any and all employment safety, environmental and health laws.
(m). The CONTRACTOR shall ensure that all goods and /or services are
provided to the CITY after the CONTRACTOR has obtained, at its sole and exclusive
expense, any and all permits, licenses, permissions, approvals or similar consents.
(n). If applicable, in accordance with Section 216.347, Florida Statutes, the
CONTRACTOR shall not use funds provided by this Agreement for the purpose of
lobbying the Legislature, the judicial branch or State agency.
(o). The CONTRACTOR shall advise the CITY in writing if it has been placed
on a discriminatory vendor list, may not submit a bid on a contract to provide goods or
services to a public entity, or may not transact business with any public entity.
(p). The CONTRACTOR shall not knowingly engage in any action that would
create a conflict of interest in the performance of that actions of any CITY employee or
other person during the course of performance of, or otherwise related to, this
Agreement or which would violate or cause others to violate the provisions of Part III,
Chapter 112, Florida Statutes, relating to ethics in government.
SECTION 22: ACCESS TO RECORDS /AUDIT /PUBLIC RECORDS.
(a). The CONTRACTOR shall maintain books, records, documents, time and
costs accounts and other evidence directly related to its provision or performance of
services under this Agreement. All time records and cost data shall be maintained in
accordance with generally accepted accounting principles.
(b). The CONTRACTOR shall maintain and allow access to the records
required under this Section for a minimum period of five (5) years after the completion of
the provision or performance goods and /or services under this Agreement and date of
final payment for said goods and /or services, or date of termination of this Agreement.
17
(c). The CITY may perform, or cause to have performed, an audit of the
records of the CONTRACTOR before or after final payment to support final payment
under any Purchase/Work Order issued hereunder. This audit shall be performed at a
time mutually agreeable to the CONTRACTOR and the CITY subsequent to the close of
the final fiscal period in which goods and /or services are provided or performed. Total
compensation to the CONTRACTOR may be determined subsequent to an audit as
provided for in this Section, and the total compensation so determined shall be used to
calculate final payment to the CONTRACTOR. Conduct of this audit shall not delay
final payment as required by this Section.
(d). In addition to the above, if Federal, State, County, or other entity funds are
used for any goods and /or services under this Agreement, the Comptroller General of
the United States or the Chief Financial Officer of the State of Florida, or the County of
Seminole, or any representatives, shall have access to any books, documents, papers,
and records of the CONTRACTOR which are directly pertinent to goods and /or services
provided or performed under this Agreement for purposes of making audit, examination,
excerpts, and transcriptions.
(e). In the event of any audit or inspection conducted reveals any overpayment
by the CITY under the terms of the Agreement, the CONTRACTOR shall refund such
overpayment to the CITY within thirty (30) days of notice by the CITY of the request for
the refund.
(f). The CONTRACTOR agrees to fully comply with all State laws relating to
public records.
(g). The CONTRACTOR agrees that if any litigation, claim, or audit is started
before the expiration of the record retention period established above, the records shall
be retained until all litigation, claims or audit findings involving the records have been
resolved and final action taken.
SECTION 23: CODES AND DESIGN STANDARDS.
(a). All the goods and /or services to be provided for performed by the
CONTRACTOR shall in the minimum be in conformance with commonly accepted
industry and professional codes and standards, standards of the CITY, and the laws of
any Federal, State or local regulatory agencies.
(b). The CONTRACTOR shall be responsible for keeping apprised of any
changing laws, applicable to the goods and /or services to be performed under this
Agreement.
(c). The CONTRACTOR shall ensure compliance with all applicable laws
relating to intellectual property.
m
SECTION 24: ASSIGNABILITY.
(a). The CONTRACTOR shall not sublet, assign or transfer any interest in this
Agreement, or claims for the money due or to become due out of this Agreement other
than a financial institution with a lending relationship with the CONTRACTOR.
(b). The CONTRACTOR agrees to reasonably participate in the contract
"piggybacking" programs pertinent to local governments.
SECTION 25: SUBCONTRACTORS.
(a). Any CONTRACTOR proposed subcontractors shall be submitted to the
CITY for written approval prior to the CONTRACTOR entering into a subcontract.
Subcontractor information shall include, but not be limited to, State registrations,
business address, occupational license tax proof of payment, and insurance
certifications.
(b). The CONTRACTOR shall coordinate the provision of goods and /or
services and work product of any CITY approved subcontractors, and remain fully
responsible for such goods and /or services and work under the terms of this
Agreement.
(c). Any subcontract shall be in writing and shall incorporate this Agreement
and require the subcontractor to assume performance of the CONTRACTOR's duties
commensurately with the CONTRACTOR's duties to the CITY under this Agreement, it
being understood that nothing herein shall in any way relieve the CONTRACTOR from
any of its duties under this Agreement. The CONTRACTOR shall provide the CITY with
executed copies of all subcontracts.
(d). The CONTRACTOR shall reasonably cooperate at all times with the CITY
and other CITY contractors and professionals.
SECTION 26: CONTROLLING LAWS/VENUE /INTERPRETATION.
(a). This Agreement is to be governed by the laws of the State of Florida.
(b). Venue for any legal proceeding related to this Agreement shall be in the
Eighteenth Judicial Circuit Court in and for Seminole County, Florida.
(c). This Agreement is the result of bona fide arms length negotiations
between the CITY and the CONTRACTOR and all parties have contributed substantially
and materially to the preparation of the Contract. Accordingly, this Agreement shall not
be construed or interpreted more strictly against any one party than against any other
party.
19
SECTION 27: FORCE MAJEURE.
Neither party shall be considered in default in performance of its obligations
hereunder to the extent that performance of such obligations, or any of them, is delayed
or prevented by Force Majeure. Force Majeure shall include, but not be limited to,
hostility, terrorism, revolution, civil commotion, strike, epidemic, fire, flood, wind,
earthquake, explosion, any law, proclamation, regulation, or ordinance or other act of
government, or any act of God or any cause whether of the same or different nature,
existing or future; provided that the cause whether or not enumerated in this Section is
beyond the control and without the fault or negligence of the party seeking relief under
this Section.
SECTION 28: EXTENT OF AGREEMENT /INTEGRATION /AMENDMENT.
(a). This Agreement, together with the exhibits, if any, constitutes the entire
integrated Agreement between the CITY and the CONTRACTOR and supersedes all
prior written or oral understandings in connection therewith. This Agreement, and all
the terms and provisions contained herein, including without limitation the Exhibits
hereto, constitute the full and complete agreement between the parties hereto to the
date hereof, and supersedes and controls over any and all prior agreements,
understandings, representations, correspondence and statements whether written or
oral.
(b). This Agreement may only be amended, supplemented or modified by a
formal written amendment.
(c). Any alterations, amendments, deletions, or waivers of the provisions of
this Agreement shall be valid only when expressed in writing and duly signed by the
parties.
SECTION 29: NOTICES..
(a). Whenever either party desires to give notice unto the other, it must be
given by written notice, sent by registered United States mail, with return receipt
requested, addressed to the party for whom it is intended, at the place last specified,
and the place for giving of notice shall remain such until it shall have been changed by
written notice in compliance with the provisions of this Section.
(b). For the present, the parties designate the following as the representative
places for giving of notice, to -wit:
(1). For the CITY
Paul Davis, Finance Director
City of Sanford
20
City Hall
300 North Park Avenue
Sanford, Florida 32771
Telephone Number: 407 - 330 -5600
(2). For the CONTRACTOR
Steve Platt
Senior Account Manager
Advanced Xerographic Imaging Systems, Inc.
6851 TPC Drive
Orlando, Florida 32822 -5141
(c). Written notice requirements of this Agreement shall be strictly construed
and such requirements are a condition precedent to pursuing any rights or remedies
hereunder. The CONTRACTOR agrees not to claim any waiver by CITY of such notice
requirements based upon CITY having actual knowledge, implied, verbal or constructive
notice, lack of prejudice or any other grounds as a substitute for the failure of the
CONTRACTOR to comply with the express written notice requirements herein.
Computer notification (e -mails and message boards) shall not constitute proper written
notice under the terms of the Agreement.
SECTION 30. WAIVER.
The failure of the CITY to insist in any instance upon the strict performance of
any provision of this Agreement, or to exercise any right or privilege granted to the CITY
hereunder shall not constitute or be construed as a waiver of any such provision or right
and the same shall continue in force.
SECTION 31. NO GENERAL CITY OBLIGATION.
(a). In no event shall any obligation of the CITY under this Agreement be or
constitute a general obligation or indebtedness of the CITY, a pledge of the ad valorem
taxing power of the CITY or a general obligation or indebtedness of the CITY within the
meaning of the Constitution of the State of Florida or any other applicable laws, but shall
be payable solely from legally available revenues and funds.
(b). The CONTRACTOR shall not have the right to compel the exercise of the
ad valorem taxing power of the CITY.
SECTION 32. EXHIBITS.
Each exhibit referred to and attached to this Agreement is an essential part of
this Agreement. The exhibits and any amendments or revisions thereto, even if not
physically attached hereto, shall be treated as if they are part of this Agreement.
21
SECTION 33. CAPTIONS.
The Section headings and captions of this Agreement are for convenience and
reference only and in no way define, limit, describe the scope or intent of this
Agreement or any part thereof, or in any way affect this Agreement or construe any
provision of this Agreement.
SECTION 34. SEVERABILITY /CONSTRUCTION.
(a). If any term, provision or condition contained in this Agreement shall, to
any extent, be held invalid or unenforceable, the remainder of this Agreement, or the
application of such term, provision or condition to persons or circumstances other than
those in respect of which it is invalid or unenforceable, shall not be affected thereby,
and each term, provision and condition of this Agreement shall be valid and enforceable
to the fullest extent permitted by law when consistent with equity and the public interest.
(b). All provisions of this Agreement shall be read and applied in para materia
with all other provisions hereof.
SECTION 35. ALTERNATIVE DISPUTE RESOLUTION (ADR).
(a). In the event of a dispute related to any performance or payment obligation
arising under this Agreement, the parties agree to exercise best efforts to resolve
disputes through voluntary mediation.
(b). Mediator selection and the procedures to be employed in voluntary
mediation shall be mutually acceptable to both parties. Costs of voluntary mediation
shall be shared equally among the parties participating in the mediation.
SECTION 36. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of which,
taken together, shall constitute one and the same document.
IN WITNESS WHEREOF, the parties hereto have made and executed this
Agreement on the respective dates under each signature: the CITY through its City
Council taking action on the 26th day of July 2006, and the CONTRACTOR signing by
and through its duly authorized corporate officer having the full and complete authority
to execute same.
22
ATTEST:
Alicia Culp, Director of Saes /Marketing
ADVANCED XEROGRAPHIC IMAGING
SYSTEMS, INC.
By: _
Steve Piatt, Senior Account Manager
Date: �
ATTEST:
CITY OF SANFORD
i n ' e L t - bougherty, Cit Clerk
Linda K hn, Mayor
Date: 2 - 06 —0
For the use and reliance of the City of
Sanford only. Approved as to form
and legal sufficiency.
/s/ William L. Colbert
William L. Colbert, Esquire, City Attorney
23
The Cit of Melbourne
900 E. Strawbridge Avenue • Melbourne, FL 32901 • (321) 727 -2900 • Fax (321) 953 -6207
March 26, 2003
Distribution:
Re: RFP 02- 024 -0 -2003
UTILITY BILLING SERVICES
Dear Proposer:
Thank you for you submitted proposal.
Proposals for utility billing services were opened in the Purchasing Division on
March 6, 2003 at 3:00 pm. Submitted documents were received from nine (9)
proposers, as listed on the enclosed proposal list.
The documents were forwarded to the Financial Systems Administrator and
evaluated, scored, and ranked by a five - member selection committee. After final
ranking, the committee, consisting of representatives from Finance and Data
Processing, recommends the firm, Axis, Inc; Orlando, Florida, be awarded a contract
to provide this service. The recommendation will be presented to City Council, at
their Regular Meeting on April 8, 2003, for award. Scoring sheets from committee
meetings are enclosed.
Thank you again for your submitted proposal. Should you have any questions
regarding the proposal award, you may direct your q»estions to the Purchasing
Manager at (321) 953 -6271.
Sincerely,
1`�'�'
David N. McCue
Purchasing Manager
Distribution:
A.B. Data
Axis
Data Management
Dataprose
Link2gov
Payformance
Severn Trent
TC Specialties
Zytron
An Equal Opportunity Employer
-Internet: www.metbourn4torida.org •E -Mail: cityhall®melbourneflorido.org
RE: RFP -02- 024 -0 -2003
Proposals for the i Jtilit Billing Services were solicited on February 14, 2003. DemandStar, an Internet
bid/quote service organization, notified 135 suppliers of the Request for Proposal (RFP) solicitation.
Twenty (20) of the notified firms downloaded bid documents from DemandStar, as listed on attached
Plan holders List. A legal ad was published in the Orlando Sentinel, Brevard Edition, on February 18,
2003.
Nine (9) suppliers responded with a submitted proposal at the March 6 opening:
A.B. Data Ltd
Axis, Inc
Dataprose Solutions
Data Management
Link2Gov Corporation
Payformance Corporation
Severn Trent Services
TC Specialties
Zytron, Inc
Milwaukee, Wisconsin
Orlando, Florida
Irving, Texas
Malabar, Florida
Nashville, Tennessee
Jacksonville, Florida
Sarasota, Florida
Orlando, Florida
Houston, Texas
RFP it 02.024 -0 -2003
Utility Billing Service
Presentations on March 18, 2003
F Max
Points
Reviewer
Comb
Points -
Weight
Factor -
Weighted
Score
1 2 3 4 5
AB Data
A- Overall Presentation
5
4
2
4
4
4
18
25%
4.50
B -Questions
1
5
5
0
4
4
4
17
5%
0.85
2
5
5
2
5
5
5
22
5%
1.10
3
5
5
2
5
5
5
22
5%
1.10
4
5
4
1
0
5
3
13
5%
0.65
5
5
5
2
0
5
4
16
5%
0.80
6
5
5
2
5
5
5
22
5%
1.10
7
5
5
2
0
5
5
17
10%
1.70
8
5
5
2
5
5
4
21
5%
1.05
9
5
5
2
5
5
5
22
5%
1.10
10
5
5
2
5
5
5
22
5%
1.10
C Comparative Cost
5
5
5
5
5
5
25
20%
. 0
x'rrr�iJ- �R
GA /
„AvA'H'
AXIS
A- Overall Presentation
5
5
5
5
5
5
25
25 %
6.25
B - Questions
1-
5
5
5
5
5
5
25
5%
1.25
2
5
5
5
5
5
5
25
5%
1.25
3
5
5
5
5
5
5
25
5%
1.25
4
5
5
5
0
5
5
20
5%
1.00
5
5
5
5
0
5
5
20
5%
1.00
6
5
5
5
4
5
5
24
5 %
1.20
7
5
5
5
0
5
5
20
10%
2.00
8
5
'5
5
5
5
4
24
5%
1.20
9
5
5
5
5
5
5
25
5%
1.25
10
5
5
5
5
5
5
25
5%
1.25
C Comparative Cost
4
5
4
4
4
21
20%
4.20
Severn Trent
_ - ---A- Overall - Presentation
-- 3 -
-- -..__2 ..._--
--._ -2 _..
.. _._._.3.
41
25%
_ - -
B -Questions
1
5
5
0
1
1
1
8
5%
0.40
2
5
1
1
1
1
1
5
5 %
0.25
3
5
1
1
1
1
1
5
5%
0.25
4
5
4
1
0
3
5
13
5%
0.65
5
5
4
2
0
3
5
14
5%
0.70
6
5
3
2
1
3
4
13
5%
0.65
7
5
5
2
0
2
5
14
10%
1.40
8
5
2
1
1
3
4
11
5%
0.55
9
5
5
2
1
3
4
15
5%
0.75
10
5
3
1
1
3
5
13
5%
0.65
C- Comparative Cost
5
3
1
1
3
3
11
20%
2.20
i
'.:29
"41 ...133
100%
3;Z0`
The City of Melbourne
Purchasing Division -
900 E. Strawbridge Ave. • Melbourne, FL 32901 • (321) 953 -6320 * Fax (321) 953 -6279
February 9, 2004
Mr. Steve Platt
AXIS
6851 TPC Drive
Orlando, FL 32822 -5141
Re: Contract No. 02- 024 -0 -2003
Utility Billing Services
Dear Mr. Piatt:
The above referenced Contract expires on May 31, 2004.
In accordance with the contract terms, the Contract may be renewed for an additional
twenty -four (24) month period, at the same unit price(s) /rate(s), upon agreement by
both Parties.
An Amendment to the Agreement has been prepared for your execution. If you are in
agreement to renew this Contract through May 31, 2006, please sign, date, and
return the original Amendment to the Purchasing Division, City of Melbourne.
We appreciate your continued support in providing service to the City of Melbourne.
Should you have any questions pertaining to the above, please contact me at (321)
953 -6271.
Sincerely,
David N. McCue
Purchasing Manager
An Equal Opportunity Employer
*Internet www.melbourneJtondo,org •F Maitparchamng ®mrlboarneliondaorg
B. Non= Appropriation of Funds
In the event sufficient budget funds are not available for a new fiscal period, the City
shall notify the Contractor of such occurrence and the contract shall terminate on the
last day of the current fiscal period, without any penalty or expense to the City of any
kind whatsoever.
C. Indemnification
As respects acts, errors, or omissions in the performance of professional service, the
Contractor agrees to pay on behalf of and hold harmless, indemnify, and defend the
City ofMelboume, its officers, elected officials, and employees from and against any
and all claims, action, loss, demands, defense costs, liability or consequential
damages of any kind or nature (including, but not by way of limitation, attorneys'
fees, and court costs) arising out of, or incidental to, the performance of the contract
to be executed or service performed thereunder.
D. Assignment
The Contractor, his/her assigns or representative, shall not enter into any agreements
with third parties to delegate any or all of the responsibilities or rights herein set forth
without prior written approval of the City.
E. Independent Contractor
The Contractor shall perform the conditions of this Agreement as an independent
contractor and nothing contained herein shall be construed to be inconsistent with
this relationship of status. Nothing in this Agreement shall be, in any way, construed
to constitute the Contractor or any of his/her agents or his/her employees as the
agent, employee or representative of the City.
F. Insurance
The Contractor agrees to fumish a certificate of insurance naming the City of
Melbourne as an additional insurancewith General Liabilitv of$1,000,000 combined
single limit per occurrence for bodily injury, personal injury, and property damage;
Professional Liability with $1,000,000 combined single limit per occurrence;
Automobile Liability $1,000,000 combined single limit per accident for bodily
injury and property damage; and Workers' Compensation and Employers Liability
limits of $1,000,000 per accident.
G. Termination for Convenience
The performance of service under the contract may be terminated by the City in
whole or in part whenever the City determines that termination is in the City's best
interest. Any such termination shall be effected by the delivery to the Contractor of
a written notice of termination at least fifteen (15) days before the date of
termination.
H. Cancellation of Contract
If the Contractor, upon the award of any agreement, fails to satisfactorily perform
any condition of the agreement, the City may in its sole discretion within ten (10)
calendar days, cancel the agreement.
WITNESS these signatures:
CITY OF MELBOURNE
900 East Strawbridge Avenue
Melbourne, Florida 32901
ack M. Schluckebier, Ph.D.
City Manager
Attest: (Seal)
By:
C
Catherine L. Baker
Acting City Clerk
Distribution:
AXIS, INC
A ,,, ,,, Q/d / Lfl/ Q/ IOW / V.- /
Name /title of authorized representative
(Signature) (Date)
Attest or Witness:
Department/Division
Purchasing
City of Melbourne
AMENDMENT 2 TO SERVICE AGREEMENT
Utility Billing Services
CONTRACT NO. (02-024-0-2003
This Amendment to the Service Agreement for Utility Billing Services is made and entered
Into as of March 17, 2006, between the City of Melbourne and Advances Xerographics
Imaging Systems (AXIS), Inc, Orlando, Florida.
The Agreement, entered into on May 13, 2003, is hereby amended to renewthe term of the
contract, for twenty-four (24) months, commencing on June 1, 2006 and ending on May 31,
2008.
The Agreement, is also revisedto change pricing:
• Items B -1, B•2, B -3, & B -4 combined Into new pricing structure:
13,000 Utility notices $.19637 each
3,001 - 9,000 Utility notices $.15580 each
9,001 H 11,000 Utility notices $.11111 each
11,001 N 15,000 Utility notices $.10663 each
• Item B-5, #9 Remittance window envelope — new price $.02762
• Minimum flat rate shop charge of $300 applies. This charge is not in addition to regular
contract prices.
The parties hereto duly execute this Amendment to become effective as of 3une 1, 2006.
CITY OF MELBOURNE
900 East Strawbridge Avenue
Melbourne, FL 32901
AXIS, INC
David N: McCue, Purchasing Manager
(Signature) (Date)
(Name/ime) /
(Signature) (Date)
Advanced Xerograpl.ies Imaging Systems, Inc.
CITY OF MELBOURNE
AMENDMENT TO SERVICE AGREEMENT #2
CONTRACT NO. (02- 024 -0 -2003)
The CUSTOMER agrees to the following changes and charges described in the original CUSTOMER
SERVICE AGREEMENT dated May 13, 2003,
1. All assumptions from the original agreement remain the same except for the following item(s).
2. AXIS will charge $.020762 for each #9 envelope.
3. AXIS will charge the following rates based on the size of the CUSTOMER's cycle size:
1 -3,000 utility notices = $.19637 /notice
3,001 -9,000 utility notices = $.15580 /notice
9,001- 11,000 utility notices = $.I 1111 /notice
11,001- 15,000 utility notices = $.10663 /notice
4. AXIS does maintain a minimum shop charge of $300 for this project. This charge is not in addition to
the above price. It simply means that if the total project is less than this amount, AXIS will charge this
flat rate to cover fixed costs
The PARTIES agree to be bound by the terms and conditions documented in the original Customer Service
Agreement.
SIGNATURES:
City of Melbourne
By: 01J,t �.AA...FT
Title 7U � kEr--rag of FsAj#% eZ
Date: 3b'dbG
AXIS, Inc.
Title: Senior Account Manager
Date: March 10, 2006
6851 TPC Drive `V Orlando, Flori 32822-5141'f Ph one: (407)351.0232 Fox, (407)363.4586
City of Melbourne
SERVICE AGREEMENT (02- 024 -0 -2003)
Utility Billing Services
Award Date: Awarded by Melbourne City Council on April 8, 2003.
THIS Agreement is entered into this I ' S day of , for the period
June 1 2003 through May 31, 2004 , by and between the City of Melbourne, Florida, hereinafter
referred to as the City; and Advanced Xerographics Imagine Systems (AXIS), Inc; 6851 TPC Drive•
Orlando, Florida 32822 -5141, herein after referred to as the Contractor.
NOW THEREFORE, the Parties do mutually agree that:
Scope of Service: Contractor shall furnish all labor, materials, equipment, facilities, and
services to provide CASS certification, laser printing, and mailing services to the City of
Melbourne, in accordance with General Processine Assumptions for the prices listed below:
Item Description
Unit Unit Cost
A
Non - recurring fees
A -1
Initial development, data programming, data layout,
Sum
$375.00
C -2
form design, and envelope design
Each
$.00500
A -2
Additional customer requested data programming
per/Hr
$ 75.00
or set -up changes
Each
$:0197
B
Statement Materials/Processing Charges
B -1
First page
Each
$.02961
B -2
Postal optimization
Each
$.03722
B -3
Uncoated long -grain white paper stock, 8 %i x 11 ",
Each
$.02212
60 lb offset or 24 lb bond, with blue printed City logo
13-4
Single window mailing envelope, #10, 24 lb,
Each
$.02216
with printed information in blue ink
B -5
Remittance closed -face envelope, #9, 201b,
Each
$.01781
with printed information in blue ink*
Total MaterialsTrocessing Cost:
Each
$32892
* Alternate #9 envelope with red color -block for accounts with `past -due" account
balance
C
Optional Charges
C -1
Additional inserted pages
Each
$.01000
C -2
Variable highlight laser printing
Each
$.00500
C -3 _..
_ CD..mm archival
Each
.$.015 , 00
Color remittance closed -face, envelope, 09,.201b,
Each
$:0197
with printed information, for optional "past -due"
\
identification
2. Performance: Performance under this Agreement shall be in accordance with the
Contractors RFP response, dated March 5, 2003 and General Processing Assumptions as
detailed below:
A. Contractor shall handle the laser printing and mailing of the City's utility bills. The
volume is approximately 12.750 bills per week or 51.000 bills per month.
B. Contractor will receive data for the utility bills from the City four (4) times per
month. The City will supply a schedule thirty (30) days prior to each month. The
City reserves the right to change the billing date and/or the number of billing cycles,
as necessary.
C. Contractor will receive data in a format mutually determined by both the Contractor
and the City, via FTP transmission. A record layout will be supplied by the City.
All data will be supplied in separate fields and the City shall compress the file using
compression software (e.g. WINZIP).
D. Contractor shall simplex (one side) laser print the data on 1/1 color pre - printed 8 %:"
x 11% 60# offset or 24# bond white paper. The paper shall have a horizontal
perforation and shall be "long- grain ". The Contractor shall supply the paper.
E. Contractor shall fold and insert the utility bill(s) into #10 white, single window
envelope. The Contractor shall insert a #9 white courtesy reply envelope (CRE) for
utility bills requiring a mailed remittance. The #9 CRE will have a red color -block
for utility bills designated as "past due ". Utility bills that are designed for ACH
payments will not require the #9 CRE. Both the #10 and #9 envelope will be pre-
printed on the front in blue ink and shall be supplied by the Contractor.
F. Contractor shall set up the Utility Bill form and program to include scan lines for
multiple page matching (intelligent inserting). The City will provide the matching
criteria for the multiple page programming.
G. There may be periodic requests for inserts to be mailed with the utility bills. The
City shall supply the inserts to the Contractor at least one week prior to the mailing.
The City will provide clear instructions with the insert detailing which print run
(cycle) requires the insert. All inserts supplied must be within the specifications
supplied by the Contractorto meet the machine requirements for automated inserting.
H. Contractor is required to perform special programming on the data that the City
supplies. Some of the programming that is required is:
(1) Process the files for CASS certification (delivery point barcode).
(2) Contractor creation of a `keyline" that will appear above the name and
address block for quality control purposes.
(3) Three (3) of nine (9) barcode for return payment processing (if applicable).
(4) Special message to be printed on the notice for each cycle (if applicable).
I. Contractor shall supply all printouts to the postal service to document the postage
discounts where applicable (e.g. zip distribution reports, CASS certificates, and pre-
sort summary reports).
J. Contractor shall provide a postage report to the City for each billing run.
K. Each job will be sorted and bundled to the lowest qualifying First Class rate for
postal discounts (LISPS CASS certified). NCOA and "MOVE UPDATE"
requirements are the responsibility of the City.
L. Contractor will develop operation documents for printing as well as inserting and
mailing; define procedures for quality control; and develop all the automated controls
that will be necessary to accurately process the data files when they are received by
the Contractor.
M. Any "no -mail" notices, accounts with "bad" addresses or unused inserts will be
delivered back to the City at no extra charge.
N. The City will pre-pay two (2) weeks of estimated postage to the Contractor, to be
held in reserve for the duration of the contract. The Contractor shall invoice the City
for postage applicable to each billing run.
3. Payment: Blanket purchase orders will be issued by the using departments/divisions for
specific periods of time to cover invoices for contract service performed for the City of
Melbourne. The Contractor shall be paid within thirty (30) calendar days after receipt of an
itemized invoice from the Contractor and acceptance of the service/work by the City, less
any deductions or assessments.
4. Renewal of Agreement: The Agreement may be renewed for two (2) additional twenty-
four (24) month successive terms, at the same rate(s), by mutual agreement of both parties.
5. Terms and Conditions:
A. Delivery and Acceptance
Receipt of services /supplies shall not constitute acceptance. Final acceptance and
authorization ofpayment shall be given only after thorough inspection indicates that
the services/supplies delivered meet the specifications, terms and conditions. Should
the services/supplies differ in any respect from the specifications, payment will be
withheld until such time as the Contractor takes necessary corrective action. If the
proposed corrective action is not acceptable to the City or the Contractor, final
acceptance of the services /supplies may be refused, in which case the City shall not
be liable for payment. Itemized invoices must be submitted for each bill run to
Accounts Payable. The City must approve all invoices prior to payment.
Time is of the essence in this contract, and failure to deliver as specified within the
time period required shall be considered a default. In the case of default, the City
may procure the services/supplies from other sources and hold the Contractor
responsible for all costs occasioned thereby and may immediately cancel the
agreement.
City of Melbourne
AMENDMENT TO SERVICE AGREEMENT
CONTRACT NO. (02- 024 -0 -2003)
This Amendment to the Service Agreement for Utility Billing Services is made and entered into as
of February 9. 2004 between the City of Melbourne and Advanced Xerographics Imaging
Systems (AXIS), Inc; 6851 TPC Drive; Orlando, Florida 32822 -5141.
The Service Agreement, entered into on May 13, 2003, is hereby amended to renew the term of the
contract, at the same unit price(s), for twenty-four (24) months, commencing on June 1, 2004 and
expiring on May 31, 2006.
The parties hereto duly execute this Amendment to become effective as of: June 1, 2004.
CITY OF MELBOURNE AXIS, INC
900 East Strawbridge Avenue
Melbourne, FL 32901
David N. McCue, Purchasing Manager
(Signature) (Date)
By : Steve Piatt, Senior Account Ma nager
(Name/Title)
-'_ Z /Z0 /V
(Signature) (Date)
Distribution:
Department/Division File
Purchasing File