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CONTRACT 6046A AmendmentAgreement No. 6046A AMENDMENT NO-1 TO THE INFOSEND MASTER SERVICE AGREEMENT This Amendment No. 1 to the lnfoSend Master Service Agreement is made and entered into as of this day of �° •a a w" L a 1,1 ("Effective Date") by and between City of El Segundo, CA, a municipal corporation ("Client"), and lnfoSend, Inc., a California Corporation, with a principal address of 4240 E. La Palma Avenue, Anaheim, CA 92807 ("lnfoSend"). Client and lnfoSend are sometimes referred to herein individually as a "Party" and collectively as "Parties." RECITALS Q WHEREAS, Client and lnfoSend have entered into the lnfoSend Master Service Agreement, dated Marr±, 02 1,, for the purpose of providing Data Processing, Printing and Mailing Services ("DPPM Services") (the "Master Agreement"). WHEREAS, the Parties now desire to amend the Master Agreement for the purpose of adding eBusiness Services ("eBusiness Services"). NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in the Master Agreement, the Parties mutually agree as follows: 1. INCORPORATION OF RECITALS: 1.1 The recitals listed above are true and correct and are hereby incorporated herein by this reference. 2. AMENDMENT TERMS: 2.1 The terms of the Master Agreement shall be amended pursuant to the terms contained in the attached Exhibits 1-3 with respect to the eBusiness Services. 2.2 Except as amended by this Amendment No. 1, all other terms, conditions, and provisions of the Master Agreement shall remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. 2.3 The Parties hereto hereby agree that electronic signatures are acceptable and shall have the same force and effect as original wet signatures. 2.4 This Amendment No. 1 may be signed in counterparts, each of which shall constitute an original. [SIGNATURE PAGE FOLLOWS] lnfoSend Amendment to MSA Rev. 8.18.2021 Agreement No. 6046A IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. '11 on the Effecii've Daw first he,'ein above written and caused this Amendment No. I to become effective by their respective endwsia.ments be!cvw: City of El Segundo, CA: MUM By': -- Name WIMM"';.'�"' Dated: INFOSEND, INC., By, -61--±� Name: Title: Dated: InfoSend Amendment to MSA Rev. 8.18.2021 I A " D )k S T 16, L S fp"Jo Agreement No. 6046A Exhibit 1 M Sco a of InfoSend eBusiness Searvices This Exhibit 1 provides the eBusiness 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. These eBusiness Services will include Online BillPay Platform and Electronic Payments and Presentment. Section 1. eBus ne s Service Description 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. • One -Time and Automatic Payments: allow customers to quickly make a one-time payment, as well as sign up to have their payment account auto debited with each billing cycle. • Bill Notification and Presentment: notify customers via email when a new bill is available, and securely deliver exact replica of printed document to customers inbox or show online via the secure portal. • Interactive Voice Response (IVR): accept customer payments via automated phone servicewith InfoSend-hosted phone number, enabling client phone systems to redirect customers with ease. • SMS Text -to -Pay: enrolled customers may opt in to receive text notifications of new bills, and reply to have the registered payment method drafted for the amount due, speeding up the time to payment_ • Bank Payments (MasterCard RPPS): InfoSend can collect payments made via the customer bank and include them within the lockbox file. • PCI-Compliant Cloud Based Solution: electronic billing and payment related products hosted in the cloud by InfoSend in a secure PCI-Level 1 compliant environment. B. Data Transfer and Processing • Client to transmit data to InfoSend in an agreed upon format, using the Data Transfer and Processing workflow described in Section 1. • Client acknowledges that InfoSend will not be responsible or liable for any transferred data which does not result in a confirmation receipt to Client. • If the Client is not using InfoSend's DPPM Service, USPS address workflow will not be applied. • Data loaded into the eBusiness system is used to facilitate accurate payments via Web, IVR, SMS or Bank BillPay, C. Customer !enrollment and Bill Notification • Data loaded into the system will be used to facilitate customer enrollment, using two pieces of information specific to the customer bill. • For enrolled customers, system will send a notification of the new bill available via email. • For enrolled customers who have opted in, system will send an SMS alert. • For customers using the IVR system, bill information will be dictated by text to voice. • For customers paying via Bank BillPay, the account number can be validated by the system prior to accepting payment. • The system may optionally be configured to display a PDF replica of the bill image. D. Customer Payment and Reporting • Customers can make payment via Web, SMS, IVR or Bank 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. Exhibits 1-3 InfoSend Amendment to MSA Rev. 8.18.2021 Agreement No. 6046A Exhibit 2 - InfoSend eBusiness Services Fees This Exhibit 2 provides the Fees which InfoSend shall bill to Client in exchange for eBusiness Services, Section 1. Price Escalations to InfoSend Fees InfoSend Fees can be adjusted once every twelve (12) months to account for increases in the cost of materials, labor, and other overhead costs. InfoSend reserves the right to increase InfoSend Fees on a yearly basis (starting with the first anniversary of the Agreement date) 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 USPS regulations and do not require an amendment to the Agreement. InfoSend pricing is predicated on Client representations of Client and Client User transactional usage. Should Client's actual continuous volume and/or recurring frequency deviate by more than thirty percent (30%) from what Client has represented to InfoSend in Section 2 below, then InfoSend reserves the right to invalidate the Fees listed in this Agreement. Should this rare situation arise then InfoSend will notify Client immediately and negotiate with Client in good faith to pass on any increased costs to Client, in line with actual Client and Client User transactional usage. Should InfoSend and Client fail to agree upon updated Fees, InfoSend reserves the right to terminate this Agreement with one hundred and eighty (180) days' notice. Section 2, Client Fte resentations Customers Contacted or 8111 M nthl -Electronic (if applicable) approximately 3,000 Averagg Customer P merit Arnount -Average Payment amount $190.00 -Maximum Amount TBD Section 3. eBusiness Service Fees: InfoSend Electronic Payments and Presentment Pricing Multi -Channel Payments Bank Account (ACH) City pays $0 0 per payment if the approxiiinate 600 current offline AutoPay customers are ported to InfoSend for processing Or City pays $1.00per payment Credit Card (CC) CustomerPays 2.75%�,W__ .. Above fees cover payment initiation through all channels hosted by InfoSend. All Payment Processing fees will be assessed by Global Payments and included in a merchant statement. All pricing is based on "Client Volume Assumptions" listed and excludes applicable sales tax. InfoSend may apply different limits per transaction to control risk or increase user adoption. Exhibits 1-3 InfoSend Amendment to MSA Rev. 8.18.2021 ° F (= Agreement No. 6046A Section 4. Client Go•Live and Fees InfoSend will provide Client with a Demo instance of the System to approve configuration and simulation of Services. Upon Client approval of the Demo instance of the System and sample outputs from Services, InfoSend will create a copy of Demo System in Production for completion of final User Acceptance Testing (UAT). Client will be given the UAT Period to complete internal testing prior to initiating Go -Live. All Setup and recurring Monthly Fees will become due upon the sooner of (a) Client Go -Live with the application or (b) 60 days from InfoSend delivery of Production System for UAT. Section S. Implementation Protect 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: EBPP Setup Fee: 100% of Setup fees quoted or listed as "Waived" in the pricing exhibit. Exhibits 1-3 InfoSend Amendment to MSA Rev. 8.18.2021 Agreement No. 6046A Exhibit 3 — Professional Services This Exhibit 3 provides InfoSend's Professional Services Fees which InfoSend shall bill to Client in exchange for Professional Services rendered related to eBusiness Services. Section. Prig Escalations to InfoSend Professional Services Fees InfoSend Professional Services Fees can be adjusted once every twelve (12) months to account for increases to the cost of providing these services. InfoSend reserves the right to increase Professional Services Fees on an annual basis, starting with the first anniversary of the Agreement date, if needed. The Client will be notified, in writing, at least thirty (30) days prior to such price increase. An amendment to the Agreement will not be required if the Professional Services Fees are changed, unless the terms or conditions of the Agreement have changed. Section 2. Definition of Professional Services InfoSend Professional Services are the technical services that are required to perform the initial setup of the InfoSend Primary Services defined in Exhibit A and the technical services required to make changes to these Primary Services after the initial setup is complete. Once any Primary Service is live and operational Professional Services will not be required unless Client requests a change or makes changes to its data file format or business rules which necessitates a change to InfoSend's system configuration or programming. Examples of InfoSend Professional Services: • Project requirements gathering and analysis hours • Project management and/or consulting hours • Software development and system configuration hours related to the processing of Client's data • Software development and system configuration hours related to document design, web portal setup, business rule configuration, or any other applicable technical services • Application testing and deployment hours Section 3. Professional Services Fee and Process for A roval and Pa meat of Fee. The current Professional Services Fee is $150.00 per hour. In the event that a project will incur billable Professional Services hours, Client will be informed before work begins. InfoSend and Client will execute a Statement of Work for the project that Client wants InfoSend to undertake. The payment terms for the project depend on the size and scope of the project. The Statement of Work can include payment terms that are different than the terms listed in this Agreement for InfoSend Fees, otherwise these terms will apply and the project fees will be invoiced upon project completion. Small projects that incur less than five (5) hours of Professional Services can be initiated without a Statement of Work if Client accepts and executes a Programming Quote for this work. Any project that will take more than five (5) hours of Professional Services work will require both parties to execute a formal Statement of Work. Depending on the nature of the work required, InfoSend will provide one of the following quotation methods: • Fixed quote —a fixed project cost will be set. InfoSend may elect to waive this cost in some circumstances. Client understands and accepts that it must accept the terms and conditions of the Statement of Work for the project and that changes made to the project requirements, data file structure, etc., after the Statement of Work and any amendments to it have been finalized will require Client to pay for these changes on a Time and Materials basis. Client will be notified immediately if this scenario arises and will be given an option to keep the original project specifications to keep the fixed quote in place. • Time and Materials Quote — should it not be possible to provide a fixed quote due to the nature of a Client's requested project, then InfoSend will provide an estimated number of hours to complete the project and bill the hours on a Time and Materials basis. The Statement of Work will include the terms and conditions for these project types and Client will be invoiced weekly for the hours spent on the project. Section 4. Initial Setts Cost; InfoSend Primar Services The Initial Setup cost for the InfoSend Primary Services selected in Exhibit A are listed in Exhibit B. These costs have been provided using a Fixed Quote process, explained in Section 3 above. Client understands and agrees to these terms, and to the project -specific terms and conditions that will be provided in the Statement of Work that will be created to capture Client's specific requirements and data types. Exhibits 1-3 InfoSend Amendment to MSA Rev. 8.18.2021