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12-C Utility Bill Print/DistrDRAFT LISA~RESOLUTIONS\CURRENT\Utility Billing Contract Res October 2, 2001 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS, AWARDING THE BID AND AUTHORIZING THE EXECUTION OF A CONTRACT FOR THE PRINTING AND DISTRIBUTION OF UTILITY BILLS FOR THE WATER BILLING OFFICE; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Paris did heretofore advertise for bids for the printing and distribution of utility bills for the Water Billing Office, which bids were received until 3:00 o'clock P.M., Tuesday, the 2nd day of October, 2001; and, WHEREAS, the best bid for such service was made by DataProse of Irving, Texas, and it should be awarded the bid for the same; and, WHEREAS, the form of the agreement for such service, attached hereto as Exhibit A, should, in all things, be approved, and the Mayor should be authorized to execute the same; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS: Section 1. That the findings set out in the preamble to this resolution are hereby in all things approved. Section 2. That the bid of DataProse for the printing and distribution of utility bills for the Water Billing Office in the amount of $0.165 per paper bill, be, and the same is hereby, accepted and let conditioned upon said contractor meeting all of the terms and specifications included in the bid documents. Section 3. That the form of the agreement with DataProse, attached hereto as Exhibit A, be, and the same is hereby, approved. Section 4. That the Mayor be, and he is hereby, authorized and directed to execute, on behalf of the City of Paris, the agreement with DataProse, upon the terms and conditions and in the form shown in Exhibit A, attached hereto. Section 5. That this resolution shall be effective from and after the date of passage. PASSED AND APPROVED this 4th day of October, 2001. ATTEST: Michael J. Pfiester, Mayor Mattie Cunningham, City Clerk APPROVED AS TO FORM: Larry W. Schenk, City Attorney DATA )' OS IDocument ~Ue: PRODUCT[ON AGREEHENT.doc Page ! of 2 Last Revised: 9/24/01 3:16:51PH This Production Agreement (Agreement) is made and entered into as of the 1~ day of November, 2001 (Effective Date), by and between DetaProse, Inc., a California Corporation (DataProse). and the Cib/of Paris, organized under the iaws of Texas (Client). [n consideration of the mutual promises and benefits contained herein, the parties hereby agree as foliows: ARTICLE i ~. DataProse agrees to provide to Client"Paper Bill presentment and Hailing" services defined herein, and Client agrees that DataProse shall be its exclusive provider of these goods and/or services during the term of this Agreement. ARTICLE 2 ~._~. tn furl and complete compensation for all goods and/or services provided by DataProse hereunder, Client agrees tu pay DataProse according to the rates set forth in Schedule 1.0. DataProse will provide an invoice to Client after each production run. Invoices are due upon presentation and will be considered past due if not paid within 30 days after mailing by DataProse. A monthly late charge will be assessed on statements not paid within thirty (30) days. T~e late payment charge will be 1-1/2% per month applied to the invoice amount unpaid thilty (30) days after billing to Client. q3~e prices charged by DataProse to Client for the services listed in Article 1 will not be increased dudng the first year of the term of this Agreement. The prices shall not increase by n~ore than 10% in the 13~ month of the contract. All DataProse prices are subject to increase following the initial ~erm of this Agreement, upon written notice to Client. ARTICLE 3 TERM. T~e initial term of this Agreement shall commence as of the Eff~--ctive Date, and shall continue for one (1) year unless terminated earlier in accordance with provisions found elsewhere in this Agreement. 31~is Agreement shall renew itself for successive one (1) year terms unless written notice of csncellat~on is received by one party from the other if a party exercises its right to terminate the Agreement at the end of the initial term or at the end of any succeeding one (1) year renewal term by sending written notice of non-renewal to the other party no later than fifteen (15) days beh3re the expiration of the current term. ARTICLE 4 POSTAGE. DetaProse will require that Client maintain a permanent postage deposit in connection with this agreement. Client shall deposit in advance with DataProse the initial sum specified on Schedule 2,0 as the permanent deposit. 31~e amount required to be deposited with DataProse may be changed by Dataprose on a periodic basis based upon changes in Client's volume, postage usage, or payment history. Client will be notified in writing and in advance if the deposit is changed. Upon termination of this Agreement~ DateProse shall return the deposit amount to Client after payment for all Services and postage has be~n paid by the Client. Tf this Ag reement is terminated due to default of Client, DatePmse may apply any of Client's funds it holds against any sum owed by Client to DataProse upon termination of this Agreement. TF C1-[ ENT F/L~ LS TO MAINTAIN THE DEDOSZT AT THE AD.NUSTED LEV~L~, OR IF CLIENT FA~LS TO MAiNTAiN CURRENT STATUS OF ALL TNVOTCES AS DESCRIBED TN ARTICLE 2, DATAPROSE MAY IMMED~ATI~LY SUSPEND ITS PERFORMANCE UNDER THIS AGREEMENT AND WILL HOLD CUSTOMER*& MArL UNTIL THE DEPOSTT [S RECEIVED. ARTICLE 5 DEFAULT. 'Rle following shall be considered events of default: { 1) Failure of Client to pay for all goods and/or services as provided in this Agreement. ]n addition to other remedies provided by this Agreement and pursuant to law, DataProse has the right to withhold production and mailing of any further production cycles until Client's account is brought current. (2) Any other breach by Client of a term or condition of this Agreement, (3) Breach by DataProse of any term or condition of this Agreement. ARTICLE 6 TNA U . Client or DetaFrose may terminate this Agreement for an event of default defined above if such default remains uncured fifteen (15) days after written notice of the defeult has been received from the patty declaring the default. ART]CLE 7 FORCE MA3EURE. Neither pa~y shall be responsible for delays or failures in performance resulting from acts or occurrences beyond the reasonable control of such party, including, without limitation; fire, explosion, power failure, flood, earthquake or other act of God; war, revolution, civil commotion, terrorism, or acts of public enemies; any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing or boycotts. In such event, the party affected shall be excused from such performance (other than any obligation to pay money) on a day-to-day basis to the extent of such interference (and the other party shall likewise be excused from performance of its obligations on a day-tu-day basis to the extent such pa~y's obligations relate to the performance so interfered with). ARTICLE 8 CONFlrDENTL~LITY. DateProse agrees that any and all data, reports and documentation supplied by Client or its a~liates or third parties on Client's behalf which are confidential and which are clearly designated as confidential shail be subject only to the disclosure required for the performance of DataProse's obligations hereunder, held in strict confidence and shall not be disclosed or othe~vise disseminated by DatsProse without the consent of Client. ARTICLE 9 [NDEMN[F][CAT~ON. Client agrees to indemnify and hold DateProse harm/ass for any and all claims from any person, firm, or entity whatsoever that may arise in connection with Client's supplying to DatsProse the data, reports or other documentation necessary to perform its duties under this Agreement, except that such indemnification shall not extend to any claims that result from action by DetaProse, Its officers, employees or agents or anyone acting on behalf of DetaProse if such action is in violation of one or more terms of this Agreement. ART[CLE 10 WARRANT[ES. DetaProse shall provide all goods and/or services in a good and first class workmanlike manner in accordance with the terms specifically set forth in Schedule 1.0. T~e parties hereto agree that this Agreement is only for the production of goods and/or services. THTS WARRANTY CONSTITUTES THE ONLY WARRANTY W~TH RESPECT TO THE GOODS AND SERVTCES TO BE PROVIDED TO CI/ENT. THE STATED WARRANTY TS TN LIEU OF ALL OTHER WARRANT[ES, WR~IEN OR ORAL, STATUTORY, EXPRESS OR TMpITED, TNCLUDTNG, W]THOUT LIMITATION, THE WARRANTY OF MERCHANTABTL[TY AND THE WARRANTY OF F[THESS FOR PART[CULAR PURPOSE. ARTICLE 11 LZMITAT[ON OF L~ABTLZI'Y. The liability of DateProse with respect to any failure to provide the goods and/or services as required under this Agreement shall in each case be limited to the compensation paid to DateProse for the defective goods or services. DATAPROSE IS NOT LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAFLO~GES, [NCLUDING LOST PROFIT OR TNCOHE, even if DetaProse has been advised of the possibility of such loss or damage, qlgs provision w~ll ~et be affected by DateProse's failure to correct any defect or replace any defective work product to Client's saUsfaction. Client has accepted this restriction on its right to recover consequential damages as a part of its bargain with DataProse. Client acknowledges what DateProse charges for its goods and services would be higher if DataProse were required to bear responsibility for Client's damages. ARTICLE 12 GOVERN[NG LAW AND 3UR]SDIC'r[ON. '~is Agreement shall be governed and interpreted in accordance with the lav~ of the state of Texas, without giving effect to the principles of choice of laws of such state. 'l~e parties each consent to the jurisdiction and venue of the District Court of Dallas County, Dallas, Texas, as to any matters initiated in state court, and to the courts of the Distdct of Texas for any matters initiated in feqera[ court. Page 1 of 2 DATA/7 OS Document T~Ue: PRODUCT[ON AGREEMENT.doc Page 2 of 2 ILast Revised: 9/24/01 3:16:51 PM ARTICLE 13 ~J~..[~,~L]~. If a court or an arbib-ator of competent jurisdiction holds any provision of this agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. ART]CLE 14 WAIVER: MODIFICATION OF AGREEMENT. No waiver, amendment or modification of any of the terms of this Agreement shall be valid unless in writing and signed by authorized representatives of both partes hereto. Failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of such dghts, nor shall a waiver by either party in one or more instances be construed as constituting a continuing waiver or as a waiver in other instances. ARTICLE 15 NOT[CE. All notices must be in writing and if not personally delivered, be sent by facsimile or by first class mail, or by electronic mail. Notices will be effective on the day when delivered, addressed to the other pa~y at the address show in this Agreement. Either party may change the address to which notices are to be sent by giving notice of such a change to the other party. Addresses for purpose of giving notice are as follows: !f to DataProse: If to Client: DataProse, Inc. City of Paris 1451 North Rice Avenue 135 First SW Suite A Paris, TX 75~60 Oxnard, CA 93030 Attn: Gene Anderson Attention: Chief Executive C)fficer ARTICLE 16 ENI'[ E . ~is Agreement and its exhibits constitute the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the production of goods and services for Client by DataProse, and supercedes all prior and contemporaneous understandings or agreements of the parties. No parCy has been induced to enter into this Agreement by, nor is any party relying on, any representation er warranty outside those expressly set forth in this Agreement. ARTICLE 17 ATFORN EY FEES. In the event of any claim, dispute or controversy edsing out of or relating to this Agreement, including an action for declaratory relief, the prevailing party in such action or prcceeding shall be entitled to recover its court costs and reasonable out-of-pocket expenses not limited to taxable costs, including but not limited to phone calls, photocopies, expert witness, travel, etc., and reasonable attorney faes to be fixed by the court. Such recovery shall include court costs, out-of-pocket expenses and attorney fees on appeal, if any. '~qe court shall determine who is the prevailing parb/, whether or not the dispute or controvemy proceeds to final judgment. If either pad:/ is reasonably required to incur such out-of-pocket expenses and attorney fees as a r~ult of any claim arising out of or concerning this Agreement or any right or obligedon derived hereunder, then the prevailing pa~'y shall be entitled to recover such reasonable out-of-pocket expen~ and attorney fees whether or not action is filed. ARTICLE 18 SU ORS AND . 1his Agreement shall be binding upon and shall inure to the benelrit of the successors and assigns of the par'des hereto. Tr~e partes hereto execute this Agreement through their duly authorized officers, as of the day and year first wdtten above. DATAPROSE, INC.: CI/ENT; By:_ By:. Glenn A. Carter, President Date: TrUe: Schedule 1.0 - Fees for Services Paper Bill (Includes: Data processing and Simplex, 2-color, Laser Imaging, B.5×11 .$0.165 /per Statement white paper with perf at 3.5" from bottom, #10 double window envelope, #9 single window reply envelope~ folding, Inserting, presorting and delivery to USPS) Paper Bill Setup $0 /Waived Additional Impressions (Includes paper) $0.05 /Per Impression Additional Inserts $0.005 /Per Insert Special Programming $125.00/Per Hour Schedule 2,O - Permanent Deoosit Permanent Deposit Amount (Based on estimated monthly volume of 12,000 bills). .$3,250.00 Schedule 3,0 - Performance Guarantee DataProse will deliver clients bills within an average of one (1) Business Day afl:er the applicable Determination Date (as Defined herein). Such average time pealed will be determined by measuring the number of elapsed Business Days between each respective determination date and the date which a majority amount of the Client's bills were mailed for consecutive three (3) month period. Tt~e "Determinetion Date" is the date which da~a is received - either via electronic t~ansmission (F31~ or modem) or hart copy media (tape or disk) if prior to 12 noon, local time. Zf data is received afl:er 12 noon, local time~ the Determination Date is the Business Day immediately following the date data is received. Page 2 of 2 MEMO TO: MICHAEL E. MALONE, CITY MANAGER FROM: GENE ANDERSON, FINANCE DIRECTOR SUBJECT: BID FOR OUTSOURCING UTILITY BILLS Bids were solicited from four companies to provide this service to the City. Two bids were received. Of these two bids, DataProse has the best proposal and it meets all specifications. It is recommended for approval. Authority to sign all necessary documents is also requested. Copies of the bids are attached. PUBLISH DATES: September 16, 2001 September 23, 2001 LEGAL NOTICE The City of Paris will receive sealed bids at the Office of the City Manager, City of Paris, 135 1 ~ SE, P.O. Box 9037, Paris, Texas 75461-9037, for the printing and distribution of utility bills for the Water Billing Office of the City of Paris. Bids will be received until 3:00 p.m., Tuesday, October 2, 2001, at which time all bids received will be publicly opened, read aloud, tabulated, and forwarded to the City Manager. All bids will then be referred to the City Council for consideration at its meeting on Monday, October 8, 2001 at 6:00 p.m. All bids nmst be submitted on City of Paris bid form(s). Information, specifications, and bid forms may be obtained at the Office of the City Manager, City Hall, 135 SE 1st Street, Paris, Texas, telephone (903) 784-9202. The City of Paris reserves the right to reject any or all bids, to waive any informality in bidding, and to award the bid as may be advantageous to the City. Those submitting bids are notified of City exemption from otherwise applicable sales and excise taxes. Delivery time may be a consideration in the awarding of this bid. M~ttie-C~n~ingham -' ''~ ' -- City Clerk VENDOR BID LIST AUS-TEX PRINTING AND MAILING 501 W. 3~° STREET AUSTIN, TEXAS 78701-3807 Al'r: RICHARD ARZOLA DATAPROSE 6012 W. CAMPUS CIRCLE # 260 IRVING, TEXAS 75063 ATT: CURTIS E. NELSON MAlL SERVICES OF HOUSTON P. O. BOX 15180 HOUSTON, TEXAS 77003-3917 ATT: MICHAEL MARTINEZ MUNICIPAL BILLING SERVICES 2408 TIMBERLOCH PLACE SUITE C-1 THE WOODLANDS, TEXAS 77380-1037 Based on a monthly volume of 10,000 utility bills and 2,000 delinquent utility notices, please quote prices on the following areas: PAPER BILL: All data processing; simplex 2-color laser imaging; 8.5 x 11 inch white paper ~vith perforation at 3.5 inches from top; # 10 double window envelope; # 9 single window reply envelope; fold, insert, pre-sort, and deliver to U. S. Post Office. Cost per paper bill ~ o. [~0~ POSTAGE: Projected postage cost per unit assuming no additional inserts. Cost per unit ~o. Does the above cost represent actual postage costs or actual plus profit? Choose one of the following options. Actual X Actual Plus Profit Postage deposit required? ~ Deposit Amount INSERTS: Infomiational pages may occasionally be included with the utility bill. Cost per insert ~; o. oo ~ ADDITIONAL IMPRESSIONS: On paper bill only. Cost per bill ~ O. o~' PAPER BILL SETUP: Projected total cost and cost per hour SPECIAL PROGRAMING: If requested. Cost per hour ~ iz-~.°°-- DATAPROSE 6012 W. CAMPUS CIRCLE # 260 IRVING, TEXAS 75063 ATT: CURTIS E. NELSON Based on a monthly volume of 10,000 utility bills and 2,000 delinquent utility notices, please quote prices on the following areas: PAPER BILL: All data processing; simplex 2-color laser imaging; 8.5 x .11 inch white paper with perforation at 3.5 inches from top; # 10 double window envelope; # 9 single window reply envelope; fold, insert, pre-sort, and deliver to U. S. Post Office. Cost per paper bill$ 0. ~ 7 POSTAGE: Projected postage cost per unit assuming no additional inserts. Cost per unit $ 0.2 8 Does the above cost represent actual postage costs or actual plus profit? Choose one of the following options. Actual x Actual Plus Profit Postage deposit required? ~t~s Deposit Amount $ 5,000.0o INSERTS: Informational pages may occasionally be included with the utility bill. Cost per insert so. Ol ADDITIONAL IMPRESSIONS: On paper bill only. Cost per bill $ 0.03 PAPER BILL SETUP: .Projected total cost and cost per hour SPECIAL PROGRAMING: If requested. Cost per hour $ 75.00 $0.00 RECEIVED OCT 02 2001 CITY MANAGER PARIS, TEXAS MAIL SERVICES OF HOUSTON P. O. BOX 15180 HOUSTON, TEXAS 77003-3917 ATr: MICHAEL MARTINEZ Data to be forwarded to provider via file transfer program. Provider should be able to easily interface with City's utility billing software provided through STW, Inc. List and explain any deviations from the stated specifications. The City reserves the right to reject any or all bids, to waive any infmmality in any bid, and to accept the bid which-in its sole discretion- is in the best interest of the City. Among the factors to be considered in awarding the bid will be unit price, total price, terms and discounts offered by Bidder, special needs and requirements of the City, Bidder's past performance with the City, City's evaluation of Bidder's ability to perform, and delivery date.