CONTRACT 6046 Vender AgreementAgreement No. 6046
InfoSend Master Service Agreement
This Master Service Agreement ("Agreement") is entered into by and between City of EI Segundo, CA, a municipal corporation, having
its main office at 350 Main Street Ei Segundo, CA 90245 ("Client") and InfoSend, Inc., a California Corporation, having its main office
at 4240 E. La Palma Avenue, Anaheim, California 92807 ("InfoSend"). Client and InfoSend are collectively referred to herein as the
"parties" and individually as a "party."
In consideration of the mutual promises and upon the terms and conditions set forth below, the parties agree as follows:
1 Definitions
For the purposes of this Agreement, the following terms and
words shall have the meaning ascribed to them, unless the
context clearly indicates otherwise.
1.1 "Agreement" shall refer to this Agreement, as
amended from time to time, which shall constitute an
authorization for the term of this Agreement for InfoSend
to provide the Services, described herein, to the Client.
1.2 "User(s)" shall mean a customer or employee of
Client accessing InfoSend hosted applications via the 3
Internet. Users of the System will agree to accept all the
terms and conditions herein, and may be issued a unique
User ID and/or password by InfoSend or Client.
1.3 "Effective Date" shall be the date upon which this
Agreement is fully executed by all parties.
1.4 "Services" shall include the performance of the
Services outlined in Section 2 and detailed in Exhibits A
and C of this Agreement.
1.5 "System" shall include all InfoSend hosted data and
software applications_
2 Services Provided by InfoSend
2.1 Scope of Services
Subject to the terms and conditions of this Agreement,
InfoSend shall provide to Client, and Client shall purchase
from InfoSend, the services listed in Exhibit A ("Scope of
Primary Services") to this Agreement at the price set forth
in Exhibit B ("InfoSend Fees"). In the event Client requires
other consulting, installation, development and/or
customization services, InfoSend shall perform and Client
shall purchase such services in accordance with the
provisions of Exhibit C ("Professional Services") of this
Agreement.
2-2 Professionalism
InfoSend and Client shall operate in a professional manner
under this Agreement: in providing and receiving Services
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under this Agreement, the parties will perform in a
manner consistent with that degree of care and skill
ordinarily exercised by members of the same profession
under similar circumstances.
2.3 Time of the Essence
InfoSend and Client acknowledge and agree that time is of
the essence for the completion of the Services to be
performed and each party's respective obligations under
this Agreement.
License Grant and Restrictions
3.1 Grant of License
InfoSend agrees to provide to Users the right to use
software and the provision of Services, but in all cases only
in full and complete compliance with all of the terms and
conditions of this Agreement. Subject to the terms of this
Agreement, InfoSend hereby grants, and Client hereby
accepts, for the Term (as defined herein) of this
Agreement, a non-exclusive, non -transferable license to
access and use and to permit its Users to access and use
the System via the Internet (the "License").
3.2 License Restrictions
Client hereby agrees not to: (i) reproduce, download,
modify, create derivative works from, distribute, or
attempt to reverse engineer, decompile, disassemble, or
access the source or object code for, the System; (ii) use
the Systern., or any component thereof, in any manner
contrary to applicable laws or government regulations; or
(iii) otherwise affect or attempt to enable the
unauthorized use (with or without user ID and/or
password) of the System.
Privacy and Security
4.1 Regulatory Compliance
InfoSend will maintain compliance with required Payment
Card industry (PCi) Data Security Standards and
Cardholder Information Security Standards, applicable
rules and regulations of the Health Insurance Portability
Agreement No. 6046
and Accountability Act (HIPAA), and applicable sections of
the Gramm -Leach -Bliley Act of 1999.
5 Term &Termination
5.1 Term
The initial term of this Agreement shall commence on the
effective date of this Agreement and continue for a period
of two (2) years ("Initial Term") from the effective date.
This Agreement will automatically renew for successive
one (1) year period ("Renewal Terms") unless either Client
or InfoSend provides the other party with at least sixty
(60) days' written notice prior to the end of the current
term indicating that such party elects not to automatically
renew the term of this Agreement. The party diving non -
renewal notice may indicate if it prefers for the contract
to be terminated at the end of the current term or to
continue on a month -to -month basis, if mutually
agreeable to both parties.
5.2 Termination for Cause
This Agreement may be terminated for cause as follows:
(i) Material Breach
A material breach of this Agreement by either party
shall be cured within thirty (30) days after a party
notifies the other of such breach. For those breaches
which cannot reasonably be cured within thirty (30)
days, the breaching party shall promptly commence
curing such breach and thereafter proceed with all
due diligence to substantially cure such breach (the
"Cure Period"). In the event that such material breach
has not been cured within the Cure Period, the non -
breaching party may terminate this Agreement in its
entirety, or as it pertains to a particular Product,
Deliverable, Service or Professional Service, by
providing the other party with thirty (30) days'
written notice as of a date specified in such notice.
pi) Failure to Pay
After sixty (60) days of nonpayment on undisputed
invoices, InfoSend may, at infoSend's option,
terminate this Agreement in its entirety or as it
pertains to a particular Product, Deliverable, Service
or Professional Service, by giving written notice to
Client, as of a date specified in such termination
notice, pursuant to Section 6.3.
(iii) insolvency or Bankruptcy
In the event that either party becomes or is declared
insolvent or bankrupt, is the subject of any
proceedings related to its liquidation, insolvency or
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for the appointment of a receiver or similar officer for
it, makes an assignment for the benefit of all or
substantially all of its creditors, or enters into an
agreement for the composition, extension or
readjustment of all or substantially all of its
obligations, then the other party hereto may, by
giving written notice thereof to such party, terminate
this Agreement as of the date specified in such notice
of termination.
5.3 Upon Termination
Upon termination of this Agreement, the parties agree to
cooperate with one another to ensure that all accounts
receivable are accounted for. Upon termination, InfoSend
shall cease all Services provided hereunder, unless
otherwise directed by the Client in writing and assuming
all client fees remain current. Upon termination, Client
will promptly pay to InfoSend any and all charges due,
including but not limited to payables that are due
pursuantto this Agreement, accrued finance charges, and
the Discontinuance Fee set forth below, where applicable.
5.4 Discontinuance Fee
The parties have mutually agreed upon the Fees for the
Services to be provided hereunder based upon volumes
Client has represented in Exhibit B, Section 2 and the Term
of this Agreement. Because of the difficulty in ascertaining
the actual damages to InfoSend that would result from a
premature termination of the Agreement, Client agrees to
pay a discontinuance fee to InfoSend in the event that (i)
Client terminates the Agreement without cause prior to
the expiration of the then -current term; or (ii) the
Agreement is terminated due to a breach by Client prior
to the expiration of the then -current term.
The discontinuance fee will be equal to two (2) months of
the Client's average monthly billing for the previous six (6)
months of Service (excluding any postage charges and
professional services fees that were invoiced in that time
period). Client agrees to pay the discontinuance fee prior
to the effective date of such termination and in addition
to all other payables then due and owing to InfoSend.
5.5 Force Majeure
Neither party shall be liable, or deemed to be in default,
to the other for any failure or delay in performing an
obligation under this Agreement to the extent that its
performance is delayed, impaired or rendered impassible
by an event beyond its control ("Force Majeure Event")
such as natural disasters, war, terrorist acts, riots, tabor
strikes, civil disturbances, extra -ordinary losses of utilities
(including telecommunications services), computer
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Agreement No. 6046
"hacker" attacks on internet infrastructure, regulatory
restrictions, change in law or regulation or other acts of
government authority, including civil and military
authorities and courts, fuel or energy shortages,
transportation stoppages or slowdowns, the inability to
procure parts or raw materials, and/or acts or omissions
of common carrier. These causes will not excuse Client
from paying previously accrued payables due to InfoSend
through any available lawful means acceptable to
InfoSend.
6 Invoicing and Payments
6.1 Invoicing
InfoSend will invoice Client monthly and Client will pay
InfoSend the fees described in and/or computed in
accordance with Exhibit 8 (InfoSend Fees). Client
payment of these invoices is due upon receipt in U.S.
dollars and shall be paid NET 30 unless expressly agreed
to by InfoSend.
6.2 Dispute of Invoice
Should Client dispute any invoices, it must do so within
ninety (90) days of the invoice date or any dispute shall be
deemed waived.
6.3 Late Payments
InfoSend may elect to assess finance charges on any or all
undisputed invoices that become past due at a rate of
1.5% per month.
The recurring nature of InfoSend's Services result in a
rapid rise in financial loss to InfoSend if a Client's accounts
payable process is delayed, particularly when InfoSend is
invoicing Client for postage charges. Therefore, InfoSend
reserves the right to suspend Services until payments are
brought current if past due account balances cannot be
collected from Client. lmoSend's Accounting staff will
notify Client in writing before Services are suspended and
give Client an opportunity to bring the account current
before Services are put on hold. Should a hold be
instigated, it will immediately be removed once the
account is brought current.
7 Communications
7.1 notices
Any notice hereunder must be in writing and sent by
overnight courier service (such as FedEx or LIPS), or USPS
certified Trail, all with delivery signature requested, to the
other party hereto at the respective address set forth
below:
InfoSend MSA
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To Client:
City of El Segundo
C/O Public Works Department— Water Division
Address: 350 Main St
El Segundo, CA 90245
To InfoSend:
C/0: President
Address: 4240 E. La Palma Avenue
Anaheim, CA 92807
Notice shall be deemed to have been given and received
one (1) business day after being sent via overnight courier
service, or three (3) business days after being mailed by
USPS certified mail. Each party may update its address or
email address by providing written notice to the other
party of such change in accordance with this section.
8 Confidentiality & Intellectual Property
8.1 Confidentiality
All information and data relating to Client's business, as
well as all user information, submitted by Client to
InfoSend under this Agreement shall be treated as
confidential by InfoSend and shall not, except as required
to perform the Services under this Agreement or
otherwise required by law, be disclosed to any third party
by InfoSend without Client's written consent. InfoSend
shall promptly notify Client should InfoSend be served
with a summons, complaint, subpoena, notice of
deposition, request for documents, interrogatories,
requests for admission, or other discovery request or
court order (a "Request to Disclose") from any third party
regarding this Agreement, the Services performed under
this Agreement, and/or seeking such information or data.
Client shall• be responsible to timely make appropriate
objections to any Request to Disclose.
Client will not disclose to any third party or use for any
purpose inconsistent with this Agreement any
confidential or proprietary non-public information it
obtains during the term of this Agreement about
InfoSend's business (the "Confidential Information"),
which Confidential information shall include InfoSend's
operations, financial condition, technology, systems,
suppliers, clients or prospective clients, marketing data,
plans, pricing, and models, or personnel, unless required
by applicable law. Client will ensure that its employees
and agents similarly abide by the requirements hereof.
Client will promptly notify InfoSend of its receipt of a
Request to Disclose and Confidential Information, and
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Agreement No. 6046
InfoSend shall be responsible to timely make appropriate
objections thereto.
InfoSend, and its licensors, where applicable, owns all
rights, title and interest, including all related Intellectual
Property Rights, in and to InfoSend technology, the
content and the Services. The InfoSend name, the
InfoSend logo, and the product names associated with the
Service are trademarks of InfoSend or third parties, and no
right or license is granted to use them.
9 Representations & Warranties
9.1 InfoSend Representations and Warranties
InfoSend represents and warrants that it has the legal
power and authority to enter into this Agreement and that
Services will be provided in a professional and
workmanlike manner.
InfoSend warrants that the Services will materially
perform the functions that the Client has selected under
normal use and circumstances and that InfoSend shall use
commercially reasonable measures to protect Client Data
to the extent that it retains such data in the operation of
the Services. Provided that Client gives InfoSend written
notice of failure to meet the foregoing warranty within
sixty (60) days following delivery of any Services, or as
otherwise specified in a Statement of Work ("SOW"),
InfoSend warrants that it will use commercially
reasonable efforts to correct any Services that fail to
comply with the foregoing warranty_ If there is no notice
by Client }within sixty (60) days following delivery of any
Services, or as otherwise specified in a Statement of Work
("SOW"), it shall be deemed Client has accepted the
Services and waived any claims to the otherwise.
9.2 Client Representations and Warranties
Gient represents and warrants that it has the legal power
and authority to enter into this Agreement and provide to
InfoSend all information and data necessary for InfoSend
to perform the Services. Client further warrants that it will
comply with ail laws, regulations, and compliance
requirements applicable to Client's and User's activities
covered by this Agreement.
9.3 Warranty Disclaimer
Except as expressly set forth in Section 9.1 above, InfoSend
disclaims oil other representations or warranties, express
or implied, made to Client or any other parry, including
without limitation, any warranties regarding quality,
suitability, merchantability, fitness, for a particular
purpose or otherwise of any services or any good provided
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incidental to the Services provided under this Agreement,
to the extent permitted by applicable low.
InfoSend and its licensors and payment processors do not
represent or warrant that (i) the use of the Services will be
uninterrupted or error free, or operate in combination
with any other hardware software, system or data, or (h)
the Services will not delay in processing or paying to the
extent such delay is caused by things outside the control of
InfoSend. Services may be subject to the limitations,
delays, and other problems inherent in the use of the
Internet and electronic communications. InfoSend is not
responsible for any delays, delivery failures, or other
damage resulting from such problems.
In performing the Services, InfoSend is responsible for
producing for print or online display the content that
Client provides to InfoSend. InfoSend is not responsible
for reviewing the content for spelling or typos, nor is
InfoSend responsible for verifying the accuracy or legality
of the content. it is Client's sole responsibility to verify
that the content that InfoSend's applications will ,produce
on Client's behalf is appropriate for distribution.
9.4 inbound Communication Services Disclaimer
InfoSend inbound Communication services are intended
to receive communications and data from clients to
facilitate the performance of InfoSend Services. While the
inbound services have been created with the best
available tools and practices, they are dependent on
infrastructure that is inherently not tail -proof, including
but not limited to infrastructure such as United States
Postal Service ("USPS") delivery standards, software,
computer hardware, network services, telephone and
SMS services, and email. Examples of situations that
could cause failure include but are not limited to: USPS
failure to deliver, down phone lines, all lines busy,
equipment failure, email address changes, and Internet
service disruptions. Client acknowledges that it is aware
of the potential hazards associated with using such
infrastructure and will be responsible for ensuring
InfoSend is in receipt of any communication or data
destined for lnfoSend. Client releases InfoSend from any
and all liability that results from an unsuccessful
communication or data transfer to InfoSend, one which
does not produce a confirmation receipt from InfoSend.
9.5 outbound Services Disclaimer
infoSend Outbound Communication services are intended
to create additional methods of communication for clients
in support of existing processes. These services are not
intended to replace all interaction with clients' end users
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Agreement No. 6046
Jo
or employees. While the outbound services have been
created with the best available toois and practices, they
are dependent on infrastructure that is inherently not fail -
proof, including but not limited to infrastructure such as
United States Postal Service ("USPS") delivery standards,
software, computer hardware, network services,
telephone and SMS services, and email. Examples of
situations that could cause failure include but are not
limited to: USPS failure to deliver, down phone lines, all
lines busy, equipment failure, email address changes, and
Internet service. disruptions. For this reason, while
outbound services are valuable in providing enhanced
communication, they are specifically not designed to be
used as the sole method to deliver critical messages.
Client acknowledges that Client is aware of the potential
hazards associated with relying on an automated
outbound service feature when using InfoSend services.
Client agrees that it is giving up in advance any right to
make any claim against InfoSend, and that Client forever
releases InfoSend from any and all liability caused by (a)
any failed USPS delivery; {b) any failed email delivery; {c)
any failed SMS or call attempts (including excess of calls
over and above network or system capacity), incomplete
calls, or any busy -outs; or (d) any failure to transmit,
obtain or collect data from callers or for human and
machine errors, faulty or erroneous input, inarticulate
caller communication, caller delays or call lengths
exceeding estimated call lengths or omissions, delays and
losses in connection with the Services provided
hereunder. Such release shall include instances where
Client, Client's employees, or Client's end user suffer
injury or damage due to the failure of outbound services
to operate, even though InfoSend may know or suspect
what or how extensive those injuries or damages might
be, unless such losses were directly attributable to
InfoSend's gross negligence or willful misconduct.
Insurance
10.2 InfoSend's insurance Provisions
InfoSend will maintain the following minimum insurance
levels during the Initial Term of this Agreement and any
'renewal Terms:
o Commercial General Liability coverage in the amount
of $1,000,000.00 per occurrence and $2,000,000.00
in aggregate.
o Automobile Liability Insurance coverage in the
amount$1,000,000.00 per occurrence.
9 Umbrella Liability Insurance in the amount of
$5,000,000.00 per occurrence and in aggregate.
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• Worker's Compensation Insurance with at least the
minimum coverage amounts required by law.
m Errors & Omissions Insurance with a $5,000,000.00
coverage limit.
• Technology Errors and Omissions Liability insurance
with a $1,000,000 coverage limit.
e Cyber Liability Insurance with a $1,000,000 coverage
limit.
® Privacy Liability Insurance with a $1,000,000 coverage
limit.
Each such liability policy shall name the City of El Segundo as
an Additional Insured for such liability of the Client, and each
such first -party shall name the City as a Loss Payee. InfoSend
will furnish to Client duly authenticated Certificates of
insurance evidencing maintenance of the insurance required
under this Agreement and such other evidence of insurance or
copies of policies as may be reasonably required by Client from
time to time. Insurance must be placed with insurers with a
current A.M. Best Company Rating equivalent to at least a
Rating of "AMI."
Should InfoSend, for any reason, fail to obtain and maintain
the insurance required by this Agreement, Client -nay obtain
such coverage at InfoSend's expense and deduct the cost of
such insurance from payments due to InfoSend under this
Agreement or terminate the Agreement.
InfoSend agrees to waive all rights of subrogation against the
Client and its officers, officials, employees, agents,
representatives, and certi led volunteers for losses arising
from work performed by InfoSend under the terms of this
Agreement.
11. Indemnification & Limitation of Liability
11.1 Indemnification
InfoSend is a service provider. As such, Client
acknowledges that data processing involves the risk of
human and machine errors and that InfoSend shall! not be
liable for any errors, omissions, delays or losses.
InfoSend will not be responsible for actions, omissions or
delays to Services resulting from incomplete, late or faulty
data and/or instructions transmitted by Client. No
damages shall be assessed against InfoSend when any
delay or breach on InfoSend's part is caused by failure of
Client to perform Clients' responsibilities or any other
reason beyond the control of InfoSend, including, without
limitation, (a) failures or limitations on the availability of
third -party telecommunications or other transmission
facilities; (b) Client failure to maintain security or
confidentiality of data or access credentials; (c) violation
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Agreement No. 6046
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of the applicable terms of this Agreement or any
applicable laws, regulations or industry standards.
intellectual Property Infringement.
Notwithstanding any provision to the contrary, InfoSend
will, at its own expense, indemnify and defend Client
against any claim that InfoSend's services or work product
furnished under this Agreement infringes a patent or
copyright in the United States or Puerto Rico. In such
event, InfoSend will pay all costs damages and actor ney's
fees that a court finally awards as a result of such claim.
To qualify for such defense and payment, Client must (a)
give InfoSend prompt written notice of any such claim;
and (b) allow InfoSend to control, and fully cooperate with
InfoSend in the defense and all related settlement
negotiations. Client agrees that if the use of InfoSend's
services or work product becomes, or InfoSend believes is
likely to become, the subject of such an intellectual
property claim, Client will permit infoSend, at its option
and expense, either to secure the right for Client to
continue using InfoSend's services and work product or to
replace it with comparable services and work product.
indemnification for Professional Services.
InfoSend will save harmless and indemnify and at Client's
request reimburse defense costs for Client and all its
officers, volunteers, employees and representatives from
and against any and all suits, actions, or claims, of any
character whatever, brought for, or on account of, any
injuries or damages sustained by any person or property
resulting or arising from any negligent or wrongful act,
error or omission by InfoSend or any of InfoSend's officers,
agents, employees, or representatives, in the
performance of this Agreement, except for such loss or
damage arising from Client's sole negligence or willful
misconduct.
11.2 limitation of liability
in no event shall InfoSend be liable for indirect, special or
consequential damages even if InfoSend has been advised
of the possibility of such potential claim, loss or damage.
The foregoing limitation of liability and exclusion of
certain damages shall apply regardless of the success or
effectiveness of other remedies.
General
12.1 Independent Contractor
Client. and InfoSend agree and understand that the
relationship between both parties is that of an
independent contractor. No joint venture, partnership,
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employment or agency relationship exists between Client
and InfoSend as a result of this Agreement or use of the
Service.
12.2 Governing Law
This Agreement shall be governed by the substantive laws
of the state of California without regard to the choice or
conflicts of law provisions of any jurisdiction.
12.3 Amendment of Agreement
Modifications or changes to this Agreement must be in
writing and executed by the parties.
12.4 SeverabiGty
If a word, sentence or paragraph herein shall be declared
illegal, unenforceable, or unconstitutional, the said word,
sentence or paragraph shall be severed from this
Agreement, and this Agreement shall be read as if said
word, sentence or paragraph did not exist.
12.5 Assignment
This Agreement may not be assigned by either party
without the prior written approval of the other party,
unless it is being assigned to (i) a parent or wholly owned
subsidiary, (ii) an acquirer of assets, or (iii) a successor by
merger. Any purported assignment in violation of this
section shall be void.
12.6 Immigration laws
For Services performed within the United States, infoSend
will assign only personnel who are legally authorized to
work in the United States. InfoSend represents and
warrants that it complies with all applicable immigration
laws with respect to the personnel assigned to Client.
12.7 Survival
All of the terms of this Agreement which by their nature
extend beyond the expiration or termination of the
Agreement, including but not limited to indemnification
obligations, confidentiality obligations and limitations of
liability, shall survive expiration or termination of the
Agreement and remain in full force and effect.
12.8 Attachments
The following documents are attached hereto as Exhibits,
and are incorporated by reference in their entirety:
Exhibit A: Scope of Primary Services
Exhibit B: InfoSend Fees
Exhibit C: Professional Services
12.9 Cooperative Agreement ("Piggybacking")
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Agreement No. 6046
The parties agree that InfoSend may offer the prices,
terms and conditions offered herein to other government
agencies that wish to participate in a cooperative
purchase program with Client. InfoSend will review these
requests from other government agencies on a case -by -
case basis to decide whether this Agreement can be
extended to the new agency. At minimum, the following
requirements must be met for the prices in this
Agreement to be extended to the new agency:
* The new agency must require similar types of service
for similar document types (i.e., statements, late
notices);
* The monthly document vo4ume that 'lnfoSend will
oroduc�e must be similar, or at a minimum,
acceptable;
* The new agency must agree to use InfoSend's
standard materials; and,
* The Prices in. this Agreement must still be profitable.
Agreement is entered into by and between:
Ciient:
5y.
Name: Elias S
Title: ire c of -1211MC�1VOAS—
Date: 31312021
Attest-
-9 for
City Clerk
Approved as to Form:
for
City Attorney
WoSend MSA
Rev. 7.31.2020
if the above conditions are not met then InfoSend will
orovide the new agency with revised pricing that it can
elect to accept if it moves forward with the cooperative
purchase program. Other agencies will be responsible for
entering into separate Agreements with the contract and
for all payments thereunder made directly to infoSend.
InfoSend reserves the right not to extend this
Agreement's terms in whole or in part to other agencies
for any reason.
[SIGNATURE PAGE FOLLOWS]
InfoSend:
By:
Name:
Title:
Date:
7 1 P
Agreement No. 6046
Exhibit A - Scope of InfoSend Primary Services
This Exhibit A is an integral part of and is subject to the terms and conditions of the Master Service Agreement (the "Agreement")
between InfoSend, Inc. ("InfoSend") and City of El Segundo, CA ("Client"). This Exhibit A provides the Services which InfoSend shall
deliver to Client to permit Client's customers ("Users") to use the products and services to view and pay their bills. To the extent that
any terra is not expressly defined herein, it shall have the meaning set forth in the Agreement.
Client will select one or more of InfoSend's Primary Services from the list below by checking the box next to the Primary Service name_
Any Primary Services notselected priorto the execution of this Agreement can be added at a later date via an Agreement Amendment.
C7 ! Data Processing, Printing and Mailing Service ("DPPM Service"): During the terra of this Agreement, InfoSend will
1 provide data processing, printing and mailing services. The Service consists of processing data, printing documents, mail
} preparation, applying postage (where applicable) and sending via the United States Postal Service. Document types
include but are not limited to bills, postcards and letters. I
eausiness Services (the "eSusiness Services"): During the term of this Agreement InfoSend will provide eBusiness
i Services. These services can include presenting bills online and/or accepting and reporting payment transaction
information to facilitate ACW and/or credit card payments via web, Interactive -Voice -Response (IVR), SMS, or Bank
j Billpay (e-i-ockbox).
i
i
Section ?. Data Processing,Printing and Mailing (DPPM)Service Description
A. Data Transfer and Processing
• Client to transmit data to InfoSend in an agreed upon format. Should Client make changes to data file format after in
setup is complete, it agrees to pay for the professional services required to accommodate the new file format. See Exhibit C
—Professional Services —for information on initial setup and ongoing programming changes.
n Client will monitor transfer confirmation emails to ensure InfoSend is in receipt of the data. Client acknowledges that
InfoSend will not be responsible or liable for any transferred data which does not result in a confirmation receipt to Client.
A File Transfer Report will be emailed to the Client representatives who have opted -in to this email. A copy of this report is
also available to download from the InfoSend website.
® Client will have access to an online Job Tracking application that shows the progress of each file as it is processed and becomes
a batch of documents to be printed and mailed. Client can see both the original input fife name and the InfoSend-assigned
"Job Code".
InfoSend will process the mailing addresses and perform the following functions:
o Apply CASS-certified address validation
o Comply with LISPS requirements to obtain pre-sort automation rates for qualified client mail pieces
c Stay current with all USPS regulations required to mail presorted first-class mail
m InfoSend will optionally provide proofs of the final print -ready PDr files to Client to be reviewed and approved before printing
begins (if requested).
B. Document Printing and Mailing
Batches are printed by InfoSend using a high-speed production process onto the agreed upon forms.
Printed documents are out through a quality control process and then released to the mailing department to be inserted into
outgoing envelope. A return envelope and any applicable inserts are included as defined by client workflow.
® After a batch of mail is completed in InfoSend's system it will be marked as such in the online Job Tracker and a Process
Confirmation Report will be emailed to the Client representatives who have opted -in to this email. A copy of this report is
also available to download from the InfoSend website.
Section 2. eSusiness Service Desrri tp ion
A. General System Description
Mobile -Ready Customer Engagement: all products are mobile compatible out of the box, with no app store downloads
required of customers. Powered by InfoSend's CCM platform, customer specific messaging and payment reminders are
delivered electronically.
Multi -Channel Payment Collection: Infosend's payment platform will consolidate web, telephone, SMS, CSR, in -person EMV
and bank payments into a single lockbox file.
infoSend Exhibit ss to MSA
Rev. 7.31.2020
Agreement No. 6046
® One -Time and Automatic Payments: allow customers to quickly mane a one-time payment, as well as sign up to have their
payment account auto debited with each billing cycle.
O Bil! Notification and Presentment: notify customers via email when a new bill is available, and securely deliver exact replica
of printed document to customers inbox or show online via the secure portal.
O Interactive Voice Response (IVR): accept customer payments via automated phone service with InfoSend-hosted
phone number, enabling client phone systems to redirect customers with ease.
9 SMS Text -to -Pay: enrolled customers may opt in to receive text notifications of new bills, and reply to have the registered
payment method drafted for the amount due, speeding up the time to payment.
® Bank Payments (MasterCard RPPS): InfoSend can collect payments made via the customer bank and include them within the
!ockbox file.
0 PO -Compliant Cloud Based Solution; electronic billing and payment related products hosted in the cloud by InfoSend in a
secure PCI-Level 1 compliant environment.
B. Data Transfer and Processing
Client to transmit data to InfoSend in an agreed upon format, using the Data Transfer and Processing workflow described in
Section 1.
O Client acknowledges that InfoSend will not be responsible or liable for any transferred data which does not result in a
confirmation receipt to Client.
D . if the Client is not using InfoSend's DPPM Service, LISPS address workflow will not be applied.
Data loaded into the eBusiness system is used to facilitate accurate payments via Web, IVR, SMS or Bank BillPay.
C. Customer Enrollment and Bill Notification
D Data loaded into the system wili be used to facilitate customer enrollment, using two pieces of information specific to the
customer bill.
9 For enrolled customers, system will send a notification of the new bill available via email.
For enrolled customers who have opted in, system will send an SMS alert.
c For customers using the IVR system, bill information will be dictated by text to voice.
O For customers paying via Bank BillPay, the account number can be validated by the system prior to accepting payment.
o The system may optionally be configured to display a PDF replica of the bill image.
D. Customer Payment and Reporting
0 Customers can make payment via Web, SMS, IVR or Bank BillPay, depending on channels which Client has requested InfoSend
setup.
Payments can be configured to allow Users to pay by bank account and/or credit/debit card.
All payments will be reported in a standard daily "lockbox" file.
InfoSend Exhibits to MSA
Rev. 7.31.2020
Agreement No. 6046
Exhibit B - >nfoSend Fees
This Exhibit B is an integral part of and is subject to the terms and conditions of the Master Service Agreement (the "Agreement")
between, ;nfoSend, Inc. ("InfoSend") and City of El Segundo, CA ("Client"). This Exhibit B provides the Fees which InfoSend shall bill to
Client ir, exchange for Services. To the extent that any term is not expressly defined herein, it shall have the meaning set forth in the
Agreement.
Section 1. Price Escalations to InfoSend Fees
?nfoSend Fees can be adjusted once every twelve (12) months to account for increases in the cost of materials, labor, and other
overhead costs. InfoSend reserves the right to increase InfoSend Fees on a yearly basis (starting with the first anniversary of the
Agreement date) limited to a cap of annual CPI plus 3%, not to exceed 5%. The Client will be notified, in writing, at least thirty (30)
days prior to such price increase. An amendment to the Agreement will not be required if the Fees are changed, unless the terms or
conditions of the Agreement have otherwise changed. Postage fees can change at any time per LISPS regulations and do not require
an amendment to the Agreement.
In addition to this, if Client uses the Printing and Mailing Service, it accepts that InfoSend reserves the right to pass on any
extraordinarily high increases to the cost of forms or envelopes at any time. The Client will be notified, in writing, at feast thirty (30)
days prior to such price increase.
InfoSend pricing is predicated on Client representations or Client and Client User transactional usage. Should Client's actual continuous
volume and/or recurring frequency deviate by more than thirty percent (30%) from what Client has represented to InfoSend in Section
2 below, then InfoSend reserves the right to invalidate the Fees listed in this Agreement. Should this rare situation arise then InfoSend
will notify Client immediately and negotiate with Client in good faith to pass on any increased costs to Client, in line with actual Client
and Client User transactional usage_ Should InfoSend and Ciient fail to agree upon updated Fees, InfoSend reserves the right to
terminate this Agreement with one hundred and eighty (180) daysnotice.
Section 2. CBent Representations
Customers Contacted or Billed Monthly
-Approximately 2,800
Number of Batches Monthly
-Approximately 2 (two)
Section 3. DPPM fees:
:SendlinfoSend #..+'ainG Processing, <_i':b ^G'rd 4iaie Pricirg
All Document Types One 8.5" x 1 V page, up to two color duplex (212), including
$0.146 per document
InfoSend standard envelopes.
Pricing reflects and estimated volume of 2,800 documents a month, with an
approximate 2 billing runs per month.
InfoSend 'Exhibits to MSA
rev. 7.31.2020
Agreement No. 6046
The below provides the components of the summary price giver, above. Green highlighted cells below represent standard
components of the print and mail package priced directly above. All pricing is based on "Client Volume Assumptions" listed
and excludes applicable sales lax.
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Setup Fee — Data Only �nput Fi�es
Data Processing Fee (per document)
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LISPS Postage Pass -through
A postage deposit will be required prior to starting
service.
All Document Types Print Fee per Page with 212 Ink $0.079
?Tint Color Options (cotors per side) 50.084 for 311, 312 or 313 printing
S0.089 for 410 or 411 printing
S0.094 for 414 printing
Inline Insert Print Fee (Paper stock pricing in Materials Section below) $0.089 Black printing
$0.099 Color printing
j Batch Fee (per mailing batch under 200 mail pieces) S10.00
I Excess Pages Handwork Surcharge (per mail piece) S0.35
Address Updates $0.35 NCOA, or $0.35 ACS
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Standard Paper Stock (per sht f
Standard Outgoing #10 Envelope
Standard Return #9 Envelope
F {
Out going Flat Envelope used for mail pieces with excess pages
Section 3.1. Custom
corms{Envelopes
If Client has selected the Printing and Mailing Service and at anytime requests that InfoSend Fees include the cost of custom Client -
specific materials (either in this Agreement or since its execution), then Client understands and accepts that these materials will be
purchased in bulk to achieve the lowest possible per -unit cost. Client agrees to purchase any remaining supplies of requested custom
materials (normally forms or envelopes) if Clientstops using infoSend's Service for any reason. Ciientagrees to purchase the remaining
supply of custom farms/envelopes upon Client's request to change the custom forms/envelopes before the supply has been depleted.
InfoSend exhibits to ,VISA
Rev. 7.31.2020
Agreement No. 6046
Section 3.2. USPS Postage Rat
Postage rates are determined by the United States Postal Service. All postage rate changes are determined directly by USPS and are
Independent of any InfoSend service or materials fees. In no event shall any change in the postage rates affect the InfoSend service or
materials fees. The Client will be invoiced the amount of excess for overweight and foreign mail.
Section 3.3. Postage_ Deposit
InfoSend purchases the postage needed to mail Client documents on the day of mailing. The ,postage charges are later invoiced to
Client based on the Client's payment terms. InfoSend requires Client to submit a postage deposit prior to the first mailing to facilitate
the payment terms. This amount will remain in depositfor the duration of the Agreement. Upon Agreement expiration ortermination
Client must pay in full any outstanding invoices from InfoSend for payables created under this Agreement; the postage deposit will be
refunded within fifteen (15) days of the date that the last open, invoice is paid.
The postage deposit is subject to an annual review and may be adjusted to account for changes to Client average mailing volume or
changes to LISPS postage rates. There will be no more than one adjustment requested per year, if at all.
The postage deposit amount is caicuiated by multiplying the estimated number of mail pieces per month by the current 5-Digit pre-
sorted first class postage rate, then multiplied by a two (2) month period which is the standard amount of time InfoSend carries the
postage prior to reimbursement. The postage deposit amount due for your account is:
2,800 mail pieces per month x $0.389 x 2 = $2,178.00.
Section 4. eSusiness Service fees:
Not Applicable.
Section 5. implementation Project Cost Subsidization:
InfoSend's internal costs to complete the project is higher than the Setup fees given. InfoSend has subsidized these fees by factoring
in years of service given the term of the Agreement. Should Client cancel the project or terminate the Agreement at its convenience
less than one (1) year from the Effective Date then it must pay according to the below:
• DPPM Setup Fee: No charge for Express PDF Setup Input files or $2,500 for Data -Only Input Files
m E3PP Setup Fee: 100% of Setup fees quoted or fisted as "Waived" in the pricing exhibit.
InfoSend Exhibits to MSA
Rev. 7.31.2020
Agreement No. 6046
Exhibit C Professional Services
This Exhibit C is an integral part of and is subject to the terms and conditions of the Master Service Agreement (the "Agreement")
between InfoSend, Inc. VlnfoSend") and City of El Segundo, CA ("Client"). This Exhibit C provides InfoSend's Professional Services
Fees which InfoSend shall bill to Client in exchange for Professional Services. To the extent that any terra is not expressly defined
herein, it shall have the meaning set forth in the Agreement.
Section 3. Price Escalations to InfoSend Professional Services Fees
InfoSend Professional Services Fees can be adjusted once every twelve (1.2) months to account for increases to the cost of providing
these services. InfoSend reserves the right to increase Professional Services Fees on an annual basis, starting with the first anniversary
of the Agreement date, if needed. The Client will be notified, in writing, at least thirty (30) days prior to such price increase. An
amendment to the Agreement will not be required if the Professional Services Fees are changed, unless the terms or conditions of the
Agreement have changed.
Section 2. Definition of Professional Services
InfoSend Professional Services are the technical services that are required to perform the initial setup of the InfoSend Primary Services
defined in Exhibit A and the technical services required to make changes to these Primary Services after the initial setup is complete.
Once any Primary Service is live and operational Professional Services will not be required unless Client requests a change or makes
changes to its data file format or business rules which necessitates a change to InfoSend's system configuration or programming.
Exampies of InfoSend Professional Services:
Project requirements gathering and analysis hours
Project management and/or consulting hours
Software development and system configuration hours related to the processing of Client's data
s Software development and system configuration hours related to ,document design, web portal setup, business rule
confguration, or any other applicable technical services
Application testing and deployment hours
Section 3_ Professional Services Fee and Process for Approval and PaVment of Fee
The current Professional Services Fee is $15O.00 per hour- In the event that a project will incur billable Professional Services hours,
Client will be informed before work begins. InfoSend and Client will execute a Statement of Work for the project that Client wants
InfoSend to undertake. The payment terms for the project depend on the size and scope of the project. The Statement of Work can
include payment terms that are different than the terms listed in this Agreement for InfoSend Fees, otherwise these terms will apply
and the project fees will be invoiced upon project completion. Small projects that incur less than five (5) hours of Professional Services
can be initiated without a Statement of Work if Client accepts and executes a Programming Quote for this work.
Any projectthat will take more than five (S) hours of Professional Services work will require both parties to execute a formal Statement
of Work. Depending on the nature of the work required, InfoSend will provide one of the following quotation methods:
0 Fixed Quote — a fixed project cost will be set. InfoSend may elect to waive this cost in some circumstances. Client understands
and accepts that it must accept the terms and conditions of the Statement of Work for the project and that changes made to
the project requirements, data file structure, etc., after the Statement of Work and any amendments to it have been finalized
will require Client to pay for these changes on a Time and Materials basis. Client wHi be notified immediately if this scenario
arises and will be given an option to keep the original project specifications to keep the fixed quote in place.
Time and Materials Quote — should it not be passible to provide a fixed quote due to the nature of a Client's requested
project, then InfoSend will provide an estimated number of hours to complete the project and bill the hours on a Time and
Materials basis. The Statement of Work will include the terms and conditions for these project types and Client will be
invoiced weekly for the hours spent on the project.
Section 4. Initial Sgtgp Cost: InfoSend Primary Services
The Initial Setup cost for the InfoSend Primary Services selected in Exhibit A are listed in Exhibit B. These costs have been provided
using a Fixed Quote process, explained in Section 3 above. Client understands and agrees to these terms, and to the project -specific
terms and conditions thatwill be provided in the Statement of Work that will be created to capture Client's specific requirements and
data types.
InfoSend Exhibits to MSA
Rev. 7.31.2020