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#12-5950 (Southwest Direct, Inc.) AGREEMENT12-5950 JA for RISK �':s ,A:_ Direct Mailing Services Including Utility Bill Printing and Mailing THIS AGREEMENT, made and entered into on this 8th day of January, 2013, by and between Southwest Direct, Inc., authorized to do business in the State of Florida, whose business address is 2129 Andrea Lane, Ft. Myers FL 33912, (the "Vendor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. COMMENCEMENT. The Vendor shall commence the work upon the issuance of a Purchase Order. The contract shall be for a two (2) year period, commencing on date of award and terminating two (2) years from that date, unless terminated in accordance with the provisions of Section 9, Termination. The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Vendor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Vendor shall provide direct mailing services, including utility bill printing and mailing in accordance with the terms and conditions of RFP #12-5950, the Vendor's proposal, and Scope of Services Exhibit A, referred to herein and made an integral part of this agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Vendor and the County Project or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 3. COMPENSATION. The County shall pay the Vendor for the performance of this Agreement the aggregate of the units actually ordered and furnished at the unit price, together with the cost of any other charges/fees submitted in the proposal, as per Exhibit B, hereby attached and incorporated by reference. Any County agency may purchase products and services under this contract, provided sufficient funds are included in their budget(s). Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in Page 1 of 16 compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 3.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. 5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: Southwest Direct, Inc. 2129 Andrea Lane Ft. Myers, FL. 33912 Allis: Anthony D. Correnti, President Telephone: 239-768-9588 Facsimile: 239-768-0408 All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Purchasing & General Services Director Telephone: 239-252-8975 Facsimile: 239-252-6480 The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. Page 2 of 16 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 8. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. In the event that the County terminates this Agreement, Vendor's recovery against the County shall be limited to that portion of the Contract Amount earned through the date of termination. The Vendor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Vendors; Products and Completed Operations and Contractual Liability. Page 3of16 B. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. The Vendor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: ten (10) days prior written notice, or in accordance with policy provisions. Vendor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Consultant from its insurer, and nothing contained herein shall relieve Vendor of this requirement to provide notice. Vendor shall ensure that all subcontractors comply with the same insurance requirements that he is required to meet. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Vendor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 12.1 The duty to defend under this Article 12 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Vendor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Vendor. Vendor's obligation to indemnify and defend under this Article 12 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified Page 4 of 16 party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Utility Billing Department. 14. CONFLICT OF INTEREST: Vendor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Vendor further represents that no persons having any such interest shall be employed to perform those services. 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Vendor's Proposal, Insurance Certificate, RFP #12-5950 Specifications/Scope of Services and Addendum/Addenda, Exhibit A Scope of Services and Exhibit B, Pricing. 16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. Page 5 of 16 20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Policy. 22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 23. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 24. CONTRACT STAFFING: The Vendor's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the contract. The Vendor shall assign as many people as necessary to complete the required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service delivery dates. 25. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Request for Proposal and/or the Vendor's Proposal, the Contract Documents shall take precedence. In the event of any conflict between the terms of the RFP and the Vendor's Proposal,the language in the RFP would take precedence. 26. ASSIGNMENT: Vendor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its Page6ofl6 assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. BOARD OF COUN COMMISSIONERS ATTEST ,� COLLI.,' COUN FLORIDA (, r y Dav it°E hr© ; Clerk of Courts 9l4 sate.:,—, L (.1:.$ 3 Geo a A. Hiller, Esq., Chairwoman (SEAL) Witt tat to Glitwewro SOUTHWEST DIRECT, INC. jtature Vendor — Fir Witness I Signature 641 S,TT - • int witness n meT �r , A,i i1-0..4 0, CAZ2t'ZT.wvrl Second Witness Typed signature and title (ZT1 010= LE CtC TType/print witness nameT Approved as to form and legal sufficiency: Assistant ount Attorney � r? MI . repo Pi'int Name Page 7 of 16 Exhibit A Scope of Services Contract Overview This contract covers outsourcing of all services related to the design,print,meter,mail and electronic delivery of monthly Collier County utility bills. Background The Utility Billing and Customer Service (UBCS) department of the County uses the Harris Corporation's, InHANCE utility billing system to process and print customer bills for water, effluent, and sewer service. The County currently outsources the design (to meet County specifications), printing, mailing, emailing notification of eBILL availability, and web access of all its utility bills and any supporting documentation. In the InHANCE billing system, UBCS customers are assigned to billing cycles. UBCS currently prints bills for thirty one (31) billing cycles each month (increasing to fifty seven (57) cycles), consequently, multiple cycles of bills are printed on some days. Bills are printed and mailed every business day of the year with very few exceptions. Approximately sixty thousand (60,000) bills are mailed, or made available via the web, to customers each month. The average number of bills printed each day is two thousand six hundred and seven (2,607). The estimated highest number of bills printed in a day is six thousand four hundred forty seven (6,447). The estimated lowest number of bills printed in a day is one thousand (1000). UBCS anticipates that the number of customers billed each year increases by two (2) percent. UBCS bills that are mailed to customers currently consist of a one page (two sides, with the reverse side static information) bill and a return envelope (see attached Exhibit A for current UBCS bills and inserts). The bill is printed on an 8 1/2' x 11" stock bill form with a perforated tear off payment remittance slip on the bottom of the bill, current print colors may be changed at some future time. Occasionally, inserts will be included with each customer bill. The inserts are either one or two (maximum) 8 1/2" by 11" pages. The inserts might be smaller than 81h" x 11" or one folded 8 1/2 x 14". In the future, UCBS may be interested in sending multiple pages as a part of their utility bills. The large majority of customer bills are mailed to addresses within the U.S.; however, bills are sent to addresses in other countries. Approximately, 4% of the bills per month are mailed internationally, including to Canadian addresses, and 96% of the bills per month are mailed domestically. The final processing and printing of bills for a cycle is all completed and performed on the same day. The due date that is printed on the bills is calculated based on the assumption that the bills will be printed and mailed on the same date that the bill is processed in the system. If the bills are printed and mailed at a date after the date that the final bill processing is performed, the customer's ability to pay before the due date printed on the bill is impacted. As a result,it is imperative that customer bills be printed and mailed on the same day that the final processing is performed. The County currently has a standard bill print format that is used for all customer utility bills. Any new format must be compatible with the system that produces the original bill. UBCS must be able to locally print copies of bills from the vendor's website,in the UBCS offices. After the final processing of a cycle of customer accounts is completed, the InHANCE system creates a file that contains the customer bill information. The format that the County presents the file to the Page 8 of 16 current outsource vendor is a TXT formatted file; within the file are headers, trailers, detail, location, description of bill, totals, draft information, message and special characters contained by the format regulated data created by the software. The mapping of the formatted data file will be presented by the Harris computer firm in Exhibit 1A: Mapping File of this RFP. The vendor will capture the data, and per the County's approved design, populate and print bills; fold and stuff into envelopes provided by the supplier; seal and meter; and deliver to the United States Postal Service (USPS) on a daily basis. Postage for the mailing of local and nationwide customer bills will be charged to the County's USPS postage permit, international postage will be paid in advance via purchase order. The County's current InHANCE system identifies customer bills that are automatically paid by customers using bank drafts and other automated payments. Those customers receive a copy of their bill; however, the bill is marked as paid via bank draft or auto pay and the bill does not include a return envelope. The County's current InHANCE system also identifies customer accounts where a duplicate bill has been requested to be sent to a secondary address. Email notification of bill availability is also a feature of the billing options provided to customers; the InHANCE system identifies those customer bills where the customer has elected to receive eBILL notification. The County requires that the vendor upload of customer bills to the vendor's website, continues. Detailed Scope of Work The Vendor shall be responsive to the UBCS requirements below and pricing will be inclusive of all labor, equipment, materials and other services to complete the entire scope of service. 1. Data, Security and Technical Support a. Provide a secure FTP site, or approved equivalent, for UBCS to send, and the vendor to receive the daily files from UBCS in the format identified by the County. b. Provide all technical support staff, software and equipment to complete the entire scope of work. c. Ensure that the County's data is protected, secured and not shared with third party vendors, or other individuals, in accordance with local,state and federal regulations. d. Provide a "1 - 800" toll free or local telephone number for UBCS support; telephone support must be from 7:00AM-5:00PM (Collier County Local Time), Monday- Friday. e. Provide a four (4) hour, or less, response time for technical calls. f. Provide for an escalation of issues system, along with contact names, telephone numbers and emails. g. Provide for redundant data and equipment delivery systems in the event of a declared or undeclared (by the County) disaster. A disaster is defined as fire, weather related, or other catastrophic loss of operational capability at the vendor's primary location for the execution and delivery of service in this RFP. 2. Internet Site a. The vendor is required to upload customer bills to the vendor's website on completion of each cycle printing and maintain a minimum of eighteen (18) months of bills for each account. UBCS customers will access this site via a link from the County's online account access website. UBCS will replicate the printing of bills from this site in the event customers do not have access to the Internet. Any inserts will be uploaded to the vendor's website as well as the County's website. Page 9 of 16 3. Design,Print, Meter and Mail Services a. Provide complete UBCS invoice (bill, insert and envelope) design, printing, metering and processing of all bills per approved UBCS prototype acceptance. Bills must be printed with the following: names, addresses, bar codes, OCR characters, plus billing usage information and graphical images,per UBCS specifications. b. Provide for on-going changes to design of bills or inserts at the request of UBCS. Quotes will be provided for all bills design changes and inserts printed by vendor. Quotes for inserts should include a per thousand basis as well as full customer base distribution. c. Provide for a maximum of two one page 81/2"x 11" inserts or one 8 1/2" x 14" folded insert,with option for multiple pages. Collier County would like to have quotes for printing in the range of 60,000 flyers, etc. Collier County would also like to have a quote for any flyers, etc. requested for under 60,000 units. Inserts can be flyers,brochures, etc. d. UBCS data sent to the FTP site by noon each day must be processed, printed, metered and mailed the same day. Data sent after noon, must be processed, printed, metered and mailed by noon the following day. e. The customer due date that is printed on the bills must be 20 (twenty) days from the date the bill is printed (i.e. if the print date is 10/1/12, the customer due date is 10/20/12). f. Provide for separation of bills that are printed (i.e. customers using bank drafts and other auto pay methods will not receive return envelopes or targeted messages). g. Provide for separation of bills where customers have elected to receive email notification of eBILL availability via the County's website and send emails as appropriate. h. Provide for email delivery failure notification with rejection codes by billing cycle. i. Provide for the printing of duplicate bills to a secondary address based on data in the bill file. j. Provide for the lowest prevailing first class meter rate available for Utility bill metering domestically,international and Canadian. See also Table A below. k. Outgoing bills via USPS should be post marked with a Florida (preferably Collier or Lee County) post mark,unless mailed under a disaster condition. 1. Bills must be printed so that the use of return paper, envelopes, postage, etc. by billed customers is minimized. m. Provide for daily reports in Excel format of what has been printed, mailed, metered by class, etc. n. Provide reports for reconciliation of fees charged to Collier County 4. Miscellaneous a. Ensure compliance with USPS CASS/ MASS standards (notification of non-compliance is to be reported in written format to Collier County within one (1) business day of notification by the USPS). b. Ensure certification of USPS NCOA - Link system (notification of non-compliance is to be reported in written format to Collier County within one (1) business day of notification by the USPS). c. Ensure compliance with USPS address verification/ validation. d. Demonstrate the use of"environmentally friendly products" (inks, paper,etc.) without adding additional costs to this contract. e. Demonstrate a quality assurance program on a monthly basis to ensure that bills are being printed property, metered and sent from the supplier's locations. f. Provide reasonable training to other county departments to incorporate similar bill,print and meter services for the same cost. Page l0 of 16 5. Disaster Recovery Plan: a. Provide for disaster recovery plans in the event the distribution facility is down;recovery is of the utmost importance and service must be reinstated within forty eight (48) hours of the disaster declaration by Collier County. b. Use of third party vendors during the disaster must adhere to all of the terms and conditions of this contract, including the security of the County's data. c. Disaster recovery facilities must be provided from outside of the State of Florida. Bills must be mailed on same schedule, post mark and color printing requirements may be eased upon written approval by the County in a disaster scenario. 6. Additional Requirements SECTION 1: PROCESSING OF MAILING AND BILLING DATA FILES: Each business day, the County will send the Vendor files ("Data Files") that contain one, or multiple cycles of customer bill information. The County may send multiple files to the Vendor per day. The Data Files will be sent to the Vendor via the Vendor's secure FTP site. Data Files that the County sends to the Vendor's FTP site by 12:00 noon each business day shall be processed and all customer bills and inserts printed and mailed,by 5:00 pm the same business day. Data Files that the County sends to the Vendor's FTP site after 12:00 noon each business day, shall be processed and all customer bills and inserts printed and mailed by 5:00 pm the next business day. If the County's internal network is not able to send Data Files to Vendor, the County will contact the Vendor immediately and make arrangements to provide the Vendor with the Data files. Any travel expenses incurred will be reimbursed as per Section 112.061 of the Florida Statutes. SECTION 2: UNAVAILABILI Y OF VENDOR'S FTP SITE: The Vendors FTP site shall be available to the County twenty four (24) hours per day, seven (7) days per week, to accept Data Files. If the Vendor's F 11' site is unavailable to accept Data Files from the County, the County shall notify the Vendor's designated contact person immediately and the Vendor shall make the necessary arrangements, at Vendor's sole expense, to obtain the Data Files from the County within twenty four (24) hours. If files are obtained before 12:00 noon of the same day of notification, Vendor agrees to process before 5:00 pm the same day. If data files are obtained after 12:00 noon on the same day of notification, Vendor agrees to process before 5:00 pm the next business day. If the Vendor does not process, print and mail all customer bills and inserts as outlined above, the County will assess liquidated damages as per Section 11 below. SECTION 3: DATA RECONCILIATION INFORMATION - Upon completion of the processing, printing, and mailing of all customer bills in a Data File, Vendor shall email the County notifying them that the Data File has been successfully processed and the date and time that the customer bills were mailed. The email will contain a file with any address corrections identified for the customers in the Data File. An email messages will be sent to a distribution list of the County employees. This list will be provided to the Vendor by the Utility Billing and Customer Service Department. SECTION 4: NCOALINKTM - Vendor shall provide mail forwarding via the NCOALink from the United States Postal Service (USPS) to update the mailing address for customers in the Data Files when the customer bills are being printed. The customer mailing addresses in the Data Files are electronically matched to the national database of address changes within the last eighteen (18) months. Page 11 of 16 SECTION 5: EQUIPMENT, SOFTWARE, AND FACILITIES - It shall be the responsibility of the Vendor to obtain, and maintain all the equipment, software, services, and facilities required to accurately print and mail the County's bills within the timeframes defined in this Agreement. The County shall not be responsible for providing or maintaining any of the equipment, software, or facilities needed to process,print, and mail the customer bills and inserts. SECTION 6 SYSTEM IMPLEMENTATION SERVICES - Vendor shall provide all implementation and system testing services as per Exhibit D and E to the County at no charge. The implementation will prepare the Vendor system to process, print, and mail the County's customer bills, including,but not limited to the following: • Preparing the Vendor secure FTP site for accepting Data Files sent to the Vendor by the County Training County personnel to access the FTP site to transfer Data Files to the Vendor • Implementing the County's bill print format into the Vendor system • Design an interactive web site, which will allow the County's customers to view and print their bills • Provide ongoing web site development SECTION 7: WEB SITE PROVIDED BY VENDOR -Vendor shall make a web site available twenty- four (24) hours seven (7) days a week to allow the County's customers to access their utility bill information. A link will be implemented on the County's web site to transfer customers from the County's web site to the Vendor's web site. A County customer that accesses the Vendor web site will be required to enter their account number; the Vendor web site must authenticate the account number before displaying the customer's billing information. When a customer enters a valid account number, the Vendor's web site will display the customer's bills for the last twelve months. The customer shall have the ability to print a copy of any of the bills in their account. If the customer elects to print a copy of a bill, the format of the bill printed will be the same as the format of the bill that is mailed directly to the customer. The customer bill information that is displayed on the Vendor web site will be limited to only those customer bills that have been processed,printed, and mailed by the Vendor. Customer bills that were not processed, printed, and mailed by the Vendor will not be available on the Vendor web site. Vendor shall design, and implement the web site at no cost to the County. Additionally, there shall be no on-going cost to the County for the use or hosting of the Vendor web site. Prior to the implementation of the web site, the County and the Vendor shall develop a web site design that is mutually agreed to by both the County and the Vendor. SECTION 8: UNAVAILABILITY OF VENDOR'S PRIMARY FACILITY - For the duration of this Agreement, the Vendor shall have an agreement in place with a third party company to perform processing, printing, and mailing of the County's customer bills in the event that the Vendor's primary facility is unavailable due to an act of God, or other event that is beyond the reasonable control of the Vendor. If the Vendor's primary facility is unavailable, the Vendor shall have twenty four (24) hours from the time the County sends the Data File to the Vendor FTP site to have the third party company process,print all the customer bills and inserts, and mail the customer bills. Customer bills printed by a third party will be printed in black and white. If the Vendor FTP site is not available to accept the Data File, Vendor's re sponsibility for obtaining and processing the Data Files shall be as defined in Section 2 above. Page 12 of 16 Any and all costs incurred as a result of using the third party company to process, print, and mail the County's customer bills shall be the responsibility of the Vendor. The County shall not be responsible for any additional costs beyond the cost of processing,printing, and mailing customer bills as defined in this Agreement. SECTION 9: POSTAGE - Postage for the mailing of local and nationwide customer bills will be charged to the County's USPS postage permit, international postage shall be paid upon request in advance via purchase order. The County shall provide Vendor with the required postage permit information, and it shall be the County's responsibility to ensure sufficient payments are made to the USPS to enable mailings to be made against the postage permit. Vendor shall be responsible for sorting, grouping, packaging, and in all other ways preparing the customer bills and inserts for mailing so that the lowest possible postage fee is charged for the mailings. SECTION 10: LIQUIDATED DAMAGES - County and Vendor recognize that the turnaround time for processing the utility bills are critical and time sensitive under this Agreement, County will suffer financial loss if Vendor fails to achieve daily processing within the time specified above. In such event, the total amount of County's damages,will be difficult,if not impossible, to definitely ascertain and quantify. Should Vendor fail to achieve processing, printing, and mailing of customer bills and inserts within the timeframes established herein, County shall be entitled to assess, as liquidated damages, but not as a penalty, ($1000.00) for each calendar day thereafter until processing, printing, and mailing of utility bills and inserts is achieved. Vendor hereby expressly waives and relinquishes any right which it may have to seek to characterize the above noted liquidated damages as a penalty, which the parties agree represents a fair and reasonable estimate of the County's actual damages at the time of contracting if Vendor fails to perform the Work within the required time periods. SECTION 11: NO WAIVER - The failure of the County to enforce at any time or for any period of time any one or more of the provisions of the Agreement shall not be construed to be and shall not be a waiver of any such provision or provisions or of its rights thereafter to enforce each and every such provision. SECTION 12: CONFIDENTIALITY OF THE COUNTY'S INFORMATION - Vendor acknowledges that all material and information supplied by the County which has or will come into the possession or knowledge of Vendor in connection with Vendor's performance is to be considered the County's confidential and proprietary information, disclosure of which information to or use by third parties will be damaging or which disclosure may be prohibited by law. Vendor agrees to hold such material and information in strictest confidence, not to make use of it other than for performance as defined in this Agreement, to release it only to Vendor employees requiring such information, and not to release or disclose it to any other party or otherwise violate applicable law with respect to any disclosure of information. SECTION 13: LICENSE TO DO BUSINESS IN FLORIDA - For the duration of the Agreement, Vendor shall be licensed to do business in the State of Florida. SECTION 14: BILLING AND REPORTING -Vendor will invoice the County on the last day of each month for the processing, printing and mailing of customer bills. If the last day of the month falls on a weekend or holiday the invoice will be sent to the County on the next business day. Vendor shall include with each invoice a report of the cycles of customer bills processed and the number of bills processed per cycle reconciling the total number of bills processed to the amount of the Vendor's invoice. Page 13of16 7. Quality Assurance Standards SECTION 1 - QUALITY ASSURANCE - Quality Assurance refers to Vendor's adherence to the County's required specifications of the final output of customer bills and inserts, including but not limited to, text alignment, color, and clarity. Any changes to Quality Assurance as described above must be mutually agreed upon between Vendor and the County. To minimize risk of unacceptable Quality Assurance, Vendor will ensure its bill formatting software remains compatible with the County's software and Data Files. Vendor will upgrade its software as is reasonably necessary and as upgrades are available to ensure Quality Assurance. Vendor will implement quality control standards in the areas of the Data File confirmation and reporting, address correction and mail forwarding, file processing, and print assurance. County can verify 100% mail on all customer bill cycles through extensive reporting that will be provided by Vendor including: • Transmission Reply - Report to verify the numbers of records received in each Data File, the number processed for production, and the dollar amount due from the file. • Address Correction Vendor will provide address correction via CASS (Coding Accuracy Support System) Certification, a control of the United States Postal Service. CASS Certification works by cleaning and standardizing County addresses to ensure they meet USPS specifications. CASS will standardize the address spelling, add the nine-digit ZIP code (ZIP + 4), assign a delivery point barcode, report uncertified entries, and provide postal documentation. In addition, Presort will qualify the mail for the lowest possible postal rate. After County's' file is processed, a CASS Error Report is supplied in an Excel file format and emailed to a County contact designated by County. • NCOALink - Track move eligible to be forwarded addresses, and sort analyze each processing cycle that is issued at the time of production. • File Naming Conventions - Tactic used by Vendor to ensure that only the County's data is processed through the template created for the County's customer bills, thereby avoiding print errors. • Prints Assurance Feature - Matches County paper code to the customer code in County's file to ensure County data is printed on the corresponding paper stock. • Quality Control Checks - Each Vendor department on the production floor performs a series of quality checks at every station such as visual inspection, random sampling and hand sorting prior to machine insertion. SECTION 2 - SERVICE AVAILABILITY - The Service Availability component encompasses those systems utilized by Vendor to provide the service to the County under the terms and conditions of this Agreement. Service Availability includes Technical Error Resolution and Production Issues. Technical Error Resolution refers to any situation that interferes with the Vendor's ability to conduct the mechanical process (es) required to provide the data, i.e., Vendor servers being inoperable, and changes in bill or bill data format. Production Issues refer to any situation, other than Technical issues, that interfere with the Vendor's ability to process the County's billing data in accordance with the requirements in this Agreement. To minimize risk of unacceptable Service Availability, Vendor will ensure its bill formatting software remains compatible with County's software. Vendor will upgrade its systems and software as is reasonably necessary and as upgrades are available to ensure Service Availability. Additionally, Page 14 of 16 Vendor will inspect the County's data transmissions for any physical damage and verify that the record count agrees with the transmittal. All Data Files will be tested for read errors. County will be notified immediately if any problems occur with the transmission and a time will be established with County for retransmissions of the Data File. Vendor will work closely with the County to make sure the Data Files are formatted correctly, minimizing any chance of error. SECTION 3 - ERRORS - In the event the Vendor mails bills to customers with errors within any given cycle, Vendor agrees to bare the total cost and any and all expenses associated to reprint, reprocess and re-mail bills to customers. These costs include, but are not limited to, postage, data re- processing, supplying new envelopes and forms, printing, data imaging, inserting and delivery to post office within twenty four (24) hours of error occurring. Errors include, but are not limited to, formatting, discoloration, upside down bills, bills printed on incorrect stock, etc. Errors could range from one error per billing cycle, several errors per billing cycle, an entire cycle or a series of cycles. Page 15 of 16 Exhibit B Pricing Scenarios Price for Design,Printing, Sorting,Mail Preparation A prototype of typical bill with no inserts, $ .138 including bill and return Price per piece envelope A prototype of typical bill with no inserts $ .133 assuming bank draft. Price per piece E-Bill A prototype of typical bill with inserts and return $ .138 envelope. Price per piece Printing of 8.5" x 11" 60# white offset inserts 4/0 no bleeds - $3,152.00 2/2 no bleeds - $3,152.00 4/4 no bleeds - $3,695.00 Above prices are for 60,000 inserts Printing of 8.5" x 11" 80# gloss inserts 4/0 no bleeds - $3,893.00 2/2 no bleeds - $4,297.00 4/4 no bleeds - $4,545.00 Above prices are for 60,000 inserts Envelope Impression $ 0.01 Fee Price per Envelope Page 16of16 A °RO® CERTIFICATE OF LIABILITY INSURANCE 9�4/2�12roDnrrY) 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(ies)must 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 rights to the certificate holder in Ileu of such endorsement(s). PRODUCER CONTACT NAME: LIZ mew Lutgert Insurance-Fort Myers tacC.No.Exrt:239-418-2111 .Ne):239 936 8288 12660 World Plaza Land,Bldg.73 EAODRIess:lrivero lut ertinsurance.com Fort Myers FL 33907 @ 9 INSURER(S)AFFORDING COVERAGE NAIC 11 INSURER A:Maryland Casual 19356 INSURED SOUTH32 INSURER B Auto-Owners Insurance. Inc 18988 Southwest Direct Inc INSURER C: 2129 Andrea Ln Fort Myers FL 33912 INSURER D INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:1312406783 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR 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 INSR WVD POLICY NUMBER (MM/DD/VYYY) (MM/DDIYYYY) LIMITS A GENERAL LIABILITY PAS001666678 5/14/2012 5/14/2013 EACH OCCURRENCE _ $1,000,000 X COMMERCIAL GENERAL LIABILITY PR S(RENTED PREEMIMI E SES(Ea occurrence) $1,000,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE _ $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 X POLICY^J CT LOG $ B AUTOMOBILE LIABILITY 9542247500 9/6/2012 9/6/2013 COMBINED SINGLE LIMIT (Ea accident) X ANY AUTO BODILY INJURY(Per person) $500000 ALL OWNED SCHEDULED BODILY INJURY(Per accident) $500000 AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $500000 HIRED AUTOS _ AUTOS (Per accident) • UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ _ EXCESS LIAB CLAIMS-MADE AGGREGATE $ _ OED RETENTION$ $ • WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT,$ A E&0 PAS001666678 5/14/2012 5/14/2013 Limit per Claim: $1,000,000 Aggregate: $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space Is required) Collier County Board of County Commissioners are named as Additional Insured with respects to General Liability. Insurance contains a 30 Days(10 Days for Non-payment)written notice of cancellation. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County Board of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3327 E Tamiami Trail Naples FL 34112 AUTHORIZED REPRESENTATIVE 227; @ 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD 4206 D PAS 01666678 02142669 M017142821-001-00001 ANNUAL BRANCH SA GEORGIA OFFICE RENEWAL EFF 05/14/2012 0 ZURICH PRECISION PORTFOLIO POLICY COMMERCIAL GENERAL LIABILITY DECLARATIONS PRECISION PREMIER SERVICE PROGRAM This coverage part consists of this declarations form, the common policy conditions, and the coverage forms and endorsements indicated as applicable on the forms list. .......................................... 0. 5.. .. .. ..30 .. ..... ... Some:.�of.:these::.cov_:.r:::.:......................................................... : .............:....................................................................................................... ................................................................................................................................................................................. coverages are sublimits or are subject to aggregate limits. Refer to your policy to determine how they apply. GENERAL AGGREGATE $2,000,000 PRODUCTS AND COMPLETED OPERATIONS AGGREGATE $2,000,000 EACH OCCURRENCE $1,000,000 TENANTS LEGAL LIABILITY $1,000,000 MEDICAL EXPENSES - EACH PERSON $ 10,000 PERSONAL INJURY AND ADVERTISING INJURY 31,000,000 PRINTERS ERRORS & OMISSIONS LIABILITY SEE SIPPLEMENTAL DECLARATION COMMERCIAL GENERAL LIABILITY 962008 Ea. 3-00 AGENT'S COPY 04/10/2012 3.1.1 µ, E End .F9�L JTiL/ 'III; N `:;, R ..�.. ;RIR'7 DATE(MM/DD/YY) • • •• /15/12 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(ies)must 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER COMPANIES AFFORDING COVERAGE PAYCHEX INSURANCE AGENCY, INC. COMPANY 150 SAWGRASS DRIVE A ILLINOIS NATIONAL INSURANCE COMPANY ROCHESTER, NY 14620 COMPANY 877-266-6850 B INSURED Paychex Business Solutions,Inc. COMPANY SOUTHWEST DIRECT INC 911 PANORAMA TRAIL SOUTH COMPANY ROCHESTER,NY 14625-0397 :>....:...:..........:::..::..:....:e:,ss:::::»:a:>:z;>:<s:zap>:::,s:::::ea�>:;>s:ar,;>:,;..:..........,.......:,.;.....,;,.:.,;...,....,..,..:3: �ss>:e:s:::s::::::; ' .: •:,..:: : :. ,:. s::>:az•>:s:�s�:�::;;<: �y Yp �j'� k•. :ti' �TIr1 :�T!IV!{r::::::Si%::::::•:�:::•:$i}::::?ri:::iY,•;::•:i:i: :::i�:•$ }.�yy YY Y,� ��jjtt THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR 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. co TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LTR DATE(MWDD/YY) DATE(MM/DD/YY) LIMITS GENERAL LIABILITY GENERAL AGGREGATE $ COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG $ T-1CLAIMS MADE 1-17CCUR PERSONAL&ADV INJURY $ OWNER'S&CONTRACTOR'S PROT EACH OCCURRENCE $ FIRE DAMAGE(Any one fire) $ MED EXP(Any one person) $ AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY $ (Per person) HIRED AUTOS NON-OWNED AUTOS BODILY INJURY $ (Per accident) PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY. EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE $ UMBRELLA FORM AGGREGATE $ OTHER THAN UMBRELLA FORM WORKER'S COMPENSATION AND 020558387 06/01/12 06/01/13 X TORY TLIM TS ORH A EMPLOYERS'LIABILITY EL EACH ACCIDENT $ 1,000,000.00 EL DISEASE-POLICY LIMIT $ 1,000,000.00 EL DISEASE-EA EMPLOYEE $ 1,000,000.00 OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space is required) Worker's Compensation coverage is provided to only those employees leased to,but not subcontractors of the named insured. SOUTHWEST DIRECT INC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION SOU SOU ANDREA DIRECT DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY FORT ND RS,LANE 33912 PROVISIONS,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES. AUT RIZED REPRESENTA IVE Health/Benefits Print Date:May 15,2012