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HomeMy WebLinkAbout25C - AGMT - MAIL SRVSREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 3, 2015 TITLE: AGREEMENT FOR MAIL PROCESSING SERVICES WITH PITNEY BOWES PRESORT SERVICES, INC. {STRATEGIC PLAN NO. 7,51 CITY MAN ER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: UT0040irl ❑ As Recommended ❑ As Amended ❑ Ordinance on 18'Reading ❑ Ordinance on ZoReading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Pitney Bowes Presort Services, Inc., subject to non - substantive changes approved by the City Manager and City Attorney, to provide mail processing services for a three -year period beginning November 3, 2015 and expiring October 31, 2018, in an amount not to exceed $20,000 annually, with provision for two, one -year extensions exercisable by the City Manager and City Attorney. DISCUSSION The Finance and Management Services Agency Central Services Division ( "Central Services ") currently utilizes Pitney Bowes Presort Services, Inc. ( "PBPS ") to pick up and process City mail. PBPS is a presort house that barcodes and presorts the mail by zip code. When mail is barcoded and presorted, PBPS delivers the items to the local United States Postal Service ( "USPS ") processing facility and subsequently USPS assesses the City a reduced postage rate for utilizing the service. In addition to standard mail, the City mails out various Bulk mailings for City functions including but not limited to, Business Tax and Dog Licensing. These mailings necessitate the use of envelopes with a pre - printed permit imprint indicia. PBPS is permitted for this service with the USPS and processes these large mailings on behalf of the City. On July 3, 2006, an agreement was approved for Pitney Bowes Presort Services, Inc. to provide City mail processing services. The agreement has ended and staff was directed to conduct research to determine the availability of other vendors who may provide similar services. The Central Services division solicited price quotes and two vendors responded for the pick -up, sort and delivery of regular mail, and bulk mailings. A summary of offers received is as follows: 25C -1 Agreement with Pitney Bowes Presort Services, Inc. For Mail Processing Services November 3, 2015 Page 2 Vendor Location 191itTi It was determined that United Business Mail in Vernon, CA, is non - responsive as they could not meet the City's end of business day pick -up for the Santa Ana area. PBPS remains the national provider of presort services for First -Class Letters, Flats, and Standard Mail partnered with the USPS. Utilizing Pitney Bowes Presort Services ensures City business mail is processed in a cost effective and timely manner. For the reasons set forth, Staff recommends the approval of this agreement. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #7 Team Santa Ana; Objective #5 (create a culture of innovation and efficiency within the organization.) FISCAL IMPACT Annual allocations of $20,000 will be budgeted and available in the Finance /Management — Central Services account (no. 07110100 62300) for expenditure in the following fiscal years: Contract Period Fiscal Year Amount 2015 -16 (Nov — Jun) $14,000 2016 -17 $20,000 2017 -18 $20,000 2018 -19 (Jul -Oct) $ 6,000 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez ?ems Executive Director Finance and Management Services Agency EG /DH Exhibits: 1. Agreement Renewal Period Fiscal Year Amount 2018-19 (Nov — Jun) $14,000 2019 -20 $20,000 2020 -21 $ 6,000 25C -2 Letters - Metered $0.016/ea. Pitney Bowes Presort Services, Inc. Rancho Dominquez, CA Letters- Permit $0.019/ea. Pick -up time daily 4:30 PM United Business Mail Vernon, CA Price offer not received. It was determined that United Business Mail in Vernon, CA, is non - responsive as they could not meet the City's end of business day pick -up for the Santa Ana area. PBPS remains the national provider of presort services for First -Class Letters, Flats, and Standard Mail partnered with the USPS. Utilizing Pitney Bowes Presort Services ensures City business mail is processed in a cost effective and timely manner. For the reasons set forth, Staff recommends the approval of this agreement. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #7 Team Santa Ana; Objective #5 (create a culture of innovation and efficiency within the organization.) FISCAL IMPACT Annual allocations of $20,000 will be budgeted and available in the Finance /Management — Central Services account (no. 07110100 62300) for expenditure in the following fiscal years: Contract Period Fiscal Year Amount 2015 -16 (Nov — Jun) $14,000 2016 -17 $20,000 2017 -18 $20,000 2018 -19 (Jul -Oct) $ 6,000 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez ?ems Executive Director Finance and Management Services Agency EG /DH Exhibits: 1. Agreement Renewal Period Fiscal Year Amount 2018-19 (Nov — Jun) $14,000 2019 -20 $20,000 2020 -21 $ 6,000 25C -2 ;,v, - aiba; vicc. MASTER SERVICES AGREEMENT This Master Services Agreement ( "Agreement ") by turd between Pitney Bowes Presort Services, Inc., a Delaware corporation, ( "PBPS ") with offices located at 10110 I Street, Omaha, NE 68127, and City of Santa Ana, a California municipality ( "Client ") with offices located at 20 Civic Center Plaza, Santa Atha, CA 92701, is entered into as of November 3, 2015 ( "Effective Date "). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto mutually agree as follows: 1. Services Provided By PBPS. PBPS will provide the agreed upon services as described in the Staternent(s) of Work (each an "SOW ") attached hereto or added from time to time and incorporated herein by this reference. The terms of this Agreement shall apply to each SOW attached hereto, except as expressly provided in any SOW. This Agreement and each SOW, to the extent reasonably possible, will be construed to be consistent with each other. If and to (lie extent, however, that this Agreement and any SOW cannot reasonably be construed as consistent with each other, then (i) tie SOW will control with respect to its subject matter and (ii) this Agreement will control in all other respects. 2. Client's RespOnsibilitle5. Client must present only mail prepared in compliance with all United States Postal Service' ("USPS") regulations and all other applicable laws, rules, and regulations and meeting the requirements as set forth in the SOW, 3. Pees For Services. For the services provided by PBPS, Client shall pay the fees specified in each SOW. Effective not earlier than the last week in January each year, and upon thirty (30) days prior written notice to Client, the fees set forth in the applicable SOW will be subject to an annual adjustment based upon 'increases in the most current published Consumer Price Index for the previous twelve month period, as indicated in the column for Urban Wage Earners and Clerical Workers, U.S. City average (base index year 1982 -1934 =100) as published by the Bureau of Labor Statistics. 4, Invoices. PBPS shall submit monthly invoices to Client at the address specified in the signature block for Client, or such other address as is specified by Client to PBPS in writing. Such invoices shall show the total number of mail pieces handled, the fees charged, postage, and such other information as PBPS may elect to include on its invoices. Invoices shall be due within thirty (30) calendar days from the date of the invoice; arrangements may be made for payments by bank to bank transfer. If Client fails to make any undisputed payment when due, PBPS may, upon five (5) days prior written notice, suspend performance under this Agreement until such payment is made, and any amounts owed and past due for services rendered or expenses incurred shall bear interest at a rate of one and one -half percent (1.5 %) per month or the maximum amount allowed by law (if less) until paid, An amount is not in dispute unless Client, in good faith, has notified PBPS in writing by the due date that it disputes the charges in the invoice and has provided sufficient detail for PBPS to research and respond to such dispute. Client payment for postage paid by PBPS to the USPS on behalf of Client shall be as set forth in, the SOW. Client will be responsible for any and all excise, sales and /or use taxes, and like charges imposed with respect to the services provided by PBPS hereunder. PBPS shall be responsible for any and all taxes and like charges based upon or determined by reference to the net income of PBPS. 5. Warranty - Disclaimer. PBPS shall perform all duties and obligations required of it pursuant to this Agreement in a professional and workmanlike manner and in accordance with accepted presort mail processing industry standards. EXCEPT AS SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE, PBPS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES AND ANY SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. 6. Compliance. Each party shall comply with all applicable local, state and federal laws and regulations, including USPS rules and regulations, labor and employment laws and regulations, immigration laws and regulations, health and safety laws and regulations, environmental laws and regulations and data privacy laws and regulations. 7. Term. This Agreement shall be in force and effect for a period of three years from the Effective Date ( "Initial Term "). This Agreement may be extended for two (2) additional one -year periods ( "Renewal Terms ") by a writing executed by PBPS and by Client's City Manager and City Attorney. Notwithstanding the foregoing, the specific term of any SOW shall be as set forth in the SOW. If this Agreement is terminated while any SOW is still in effect, Tile terms and conditions of this Agreement shall continue to govern the SOW until such time as the SOW expires or is Page 1 0l' Id Proprietary and Confidential Information PBPS Contract Management — Rev November 2013 25C -3 otherwise terminated. If no specific term is set forth in the SOW, the SOW shall be coterminous with this Agreement. The total sum to be expended by Client for fees (including postage reimbursement) under this Agreement shall not exceed twenty thousand dollars ($20,000) annually, including for any Renewal Terms. 8. Events of Default. The occurrence of any of the following events will constitute an Event of Default hereunder: (a) a material breach of this Agreement or any SOW unless cured within a period of thirty (30) days after written notice of such breach is given to the defaulting party by the other party hereto; or (b) a party becomes insolvent or makes a general assignment for the benefit of creditors, or takes advantage of any insolvency act, or comrnences a case or other proceeding naming the party as debtor tinder the United States Bankruptcy Code, or any proceeding is instituted against the party seeking liquidation of the party or the party's assets and the party fails to take appropriate action resulting in the withdrawal or dismissal of such proceeding within thirty (30) days, or there shall be appointed a receiver, liquidator, conservator, trustee or similar official in respect of the assets of the party. 9. Rights and Remedies Upon Default. Upon an Event of Default, the non - defaulting party may, at its option: (a) terminate this Agreement immediately upon written notice to the defaulting party or upon any future date specified in such notice; or (b) continue this Agreement, without waiving the defaulting party's continuing obligation to cure; and, in either case the non - defaulting party may take whatever action at law or in equity as may appear necessary or desirable in its judgment to enforce performance of any obligation under this Agreement or seek damages for such breach. 10, Early Termination, This Agreement or any SOW may be terminated prior to the end of its term as then in effect upon the occurrence of any of the following events: (a) an Event of Default set forth in paragraph 8 above, following which the non - defaulting party elects to terminate the Agreement or the affected SOW; or (b) as permitted under a SOW in the event that the USPS adopts any new postal regulations, procedures, rates or incentives that directly impact the services. 11. Force Maieure. PBPS shall maintain a commercially reasonable business continuity plan; provided, however, PBPS shall not be responsible for or incur any liability for arty delay or failure in performance of any service or obligation tinder this Agreement and shall be excused from the performance to the extent that PBPS is prevented, restricted, delayed or interfered with by causes beyond its control, including but not limited to acts of God, fire, floods, severe weather, explosions, utility or communication failures, earthquakes, wars (declared or undeclared), labor disputes, strikes, lockouts, riots, epidemics, acts of terrorism, blockades, embargoes, government orders or requirements having legal effect of any government or anyjudicial authority, or any other situations, whether similar or dissimilar to those referred to in this clause, which are beyond the reasonable control of PEPS ( "Force Majoure "). In case of a Force Maj otue event, PBPS will notify Client as soon as reasonably possible by whatever means are available. PBPS shall not be liable for the loss of any postage savings, and Client shall reimburse PBPS for the difference between the contracted postage discount rate and any postage upgrades required to submit the mail while the Force Majoure effects continue. 12. Confidentiality. "Confidential Information" means all confidential and proprietary information of either party ( "Disclosing Party"), including, each party's: (i) customer and prospect lists, suppliers and terms of existing agreements with business partners and other third parties; (ii) pricing, financial and other business information, data processes and plans, security measures, business continuity and disaster plans, policies and procedures; (iii) research and development information, analytical methods and procedures, hardware design, technology and non - public personnel data; (iv) information concerning or belonging to the customers and potential customers of either party; (v) business practices, know -how, including but not limited to Trade Secrets (as defined by applicable law), and marketing or business plans; (vi) this Agreement, any orders and training materials; and (vii) any other information identified in writing as confidential or information that the receiving party knew or reasonably should have known was confidential, disclosed to the other party ( "Receiving Party ") or to which the Receiving Party gains access in connection with this Agreement, The parties acknowledge that Receiving Party may be provided, have access to or be. exposed to Confidential Information of the Disclosing Party. The Receiving Party agrees (i) to hold the Disclosing Party's. Confidential Information in strict confidence, and apply at least the standard of care used by the Receiving Party in protecting its own Confidential Information, but not less than a reasonable standard of care, and (ii) not to disclose such Confidential Information to any third party or use such Confidential Information except as reasonably required to exercise its rights or perform its obligations tinder this Agreement or upon written permission of the Disclosing Party. Each party agrees to cause its employees, agents, subcontractors or other persons over whom the Receiving Party has control and who require access to such information, to abide by such obligations. The foregoing obligations do not apply to information that: (i) is already public or becomes available to the public through no breach of this Agreement; or (ii) was lawfully in the Receiving Party's possession before receipt from the Page 2 of 14 Proprietary end Confidential Information P13PS Contract Management — Rev November 2013 25C -4 Disclosing Party; or (iii) is lawfully received independently from a third party who is not bound by a confidentiality obligation to Disclosing Party; or (iv) is independently developed by or on behalf of the Receiving Party without use of the Disclosing Party's Confidential Information. If compelled by a requirement of a government agency, a court, or by law or discovery to disclose any of the Disclosing Party's Confidential Information, the Receiving Party will, unless prohibited by law or order, notify the Disclosing Party in writing prior to making any disclosure in order to provide the Disclosing Party a reasonable opportunity to either waive any objection to such disclosure or request a remedy from the appropriate authority. The Receiving Party will reasonably cooperate with the Disclosing Party in its efforts to obtain such a remedy. If the Disclosing Party waives its objections or is unsuccessful in its request or fails to make such a request, the Receiving Party will furnish only that portion of the Confidential Information that is legally required. 13. Independent Contractor. It is expressly understood and agreed that each party will act as an independent contractor and that this Agreement is not intended and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture or other association between Client and PBPS. Neither party may make any commitments binding on the other, nor may either party make any representation that they are acting for, or on behalf of, the other, unless otherwise specified in writing and signed by the parties. Neither party nor the employees of such party performing any obligation hereunder shall be considered to be employees of the other party for any purpose, including but not limited to, compensation for services, employee welfare and pension benefits, fringe benefits of employment or workers' compensation insurance. 14. Insurance. PBPS shall at all times during the term of this Agreement maintain commercially reasonable insurance for loss from property damage, bodily injury, death, and workers' compensation claims appropriate to the services provided. 15, LIMITATION OF LIABILITY. PBPS' TOTAL LIABILITY TO CLIENT RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT OR TORT, UNDER LEGAL OR EQUITABLE GROUNDS, SHALL BE LIMITED TO THE REASONABLE COST TO RECREATE THE AFFECTED MAIL PIECES, BUT NOT TO EXCEED THE FEES PAID BY CLIENT TO PBPS DURING THE SIX (6) CALENDAR MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVNG RISE TO THE LIABILITY, AND N NO EVENT SHALL SUCH LIABILITY EXCEED THE LIMITS OF ANY APPLICABLE INSURANCE CARRIED BY PBPS. N NO EVENT SHALL PBPS BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, STATUTORY, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY IUND WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OR DEMAND AGAINST THE CLIENT BY ANY TIIIRD PARTY, EVEN IF PBPS HAS BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OP, OR RELATING TO THIS AGREEMENT. CLIENT FURTHER AGREES THAT IN NO EVENT SHALL PBPS BE LIABLE FOR ANY DAMAGES OR INJURIES, NCLUDING BUT NOT LIMITED TO CLEAN UP COSTS, RESULTING FROM OR N CONNECTION WITH ANY HAZARDOUS SUBSTANCE, EXPLOSIVE, OTHER POLLUTANT OR SIMILAR SUBSTANCE, CONTAINED IN MAIL SUB.MrI TED BY CLIENT. 16. Indemnification. Each party agrees to indemnify, defend, and hold hams ess the other from and against any liability, loss, cost, expense, claim, or damage, including reasonable attorneys' fees, in any action or claim brought by any third party, alleging bodily injury (including death) to the extent caused by the negligent aot/omission or willful, misconduct of the indermrifying party. In addition, Client shall indemnify, defend and hold harmless PBPS from all damages and injuries, including clean up costs and claims by third parties, resulting from or in connection with any hazardous substance, explosive, other pollutant or similar substance contained in mail submitted by Client. 17. No Third Party Beneficiaries. The parties intend that there shall be no third party beneficiaries under this Agreement, and that no person or entity, except the parties hereto, shall have any rights or remedies under this Agreement, including the right to bring any action on account of its breach or in any relation to it whether in contract, in tort, or otherwise. 18. Headings. It is expressly understood and agreed that the paragraph headings which appear in this Agreement are 'untended solely for convenience of reference and shall not amplify, limit, modify or otherwise be used in the interpretation of any provision of this Agreement. 19. Integration. This Agreement, including all SOWS, exhibits, schedules and any addendum, appendices and attachments hereto or thereto which are incorporated herein by reference, constitutes the entire Agreement between the parties with respect to the subject matter hereof, and there are no other agreements, promises, covenants or conditions, oral or written, except as me set forth herein or in the schedules and addendum, appendices and attachments, if any. Any prior agreements between the parties with regard to similar services provided at any location covered by any SOW attached hereto are superseded by this Agreement, Page 3 of 14 Proprietary and Confidential Infonnation PBPS Contract Management — Rev November 2013 25C -5 20. reverability. If any provision of this Agreement, or portion thereof, is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be severed and the remaining provisions of phis Agreement will remain in force and effect. 21. Waiver. The failure to enforce any provision of this Agreement shall not operate as a waiver thereof nor preclude the enforcement of any such provision in the future. All waivers shall be in writing and signed by the party to be charged. 22. Modification, This Agreement may be modified only by a written document signed by the parties hereto. The terms and conditions of this Agreement shall supersede any and all standard terms and conditions on either party's preprinted forms, including but not limited to Purchase Orders, Pickup Slips and Invoices• 23. Assignment. Neither party may assign this Agreement without the prior written consent of the other party. Any assignment in. violation of this provision will be null and void. Notwithstanding the foregoing, without the other party's consent, either party may assign this Agreement in whole or in part to an affiliated company or a successor in interest of all or substantially all of the assets of such party, provided that, in the case of an assignment by Client, such affiliated company or successor in interest satisfies PBPS' creditworthiness standards. A party making such assigmnent shall promptly notify the other party in writing. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. 24, Governing Law. This Agreement shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of California without regard to its conflicts of law principles, irrespective of the fact that any one of the parties is now or may become a resident of a different state. 25. Notices. All notices, consents or waivers required or permitted in this Agreement shall be in writing and be deemed to have been duly given when (a) delivered personally; (b) upon transmission if sent by confirmed facsimile transmission; (c) upon delivery according to the records of an overnight courier service; or (d) upon USPS records if sent by certified mail (postage prepaid), using the fax numbers / addresses set forth immediately following the signatures of the parties hereto. A party may change its address for notice by notice satisfying the requirements of this paragraph 25. 26. Authorized Signature. Each party represents and warrants to the other that it has full and complete authority to enter and perform this Agreement and that the person signing in its behalf has been duly authorized to sign this Agreement. PBPS PITNEY BOWES PRESORT SERVICES, INC. Name: Title: Address: 10110 "I" Street Omaha, NE 68127 -1189 Phone: 402- 339 -6500 Fax: 402 -339 -6588 Date Sigr ATTEST By:— Name: Maria D. Ruizar Clerk of Council Proprietary and Confidential Information PBPS Contract Management – Rev November 2013 CLIENT CITY OF SANTA, ANA Name: David Cavazos Title: City Manager Phone: Fax: Date Signed: RECOMMENDED FOR APPROVAL Name: Page 4 of 14 25C -6 APPROVED AS TO FORM By:__� , Name: _ John M`Trunk Title: Assistant City Attorney Page 5 of 14 Prohrietaiy and Confidential Giformation PBPS Contract Management— Rev November 2013 25C -7 STATEMENT OF WORK NO, 1 FIRST CLASS MAIL This Statement of Work ("SOW") is entered into as of November 3, 2015, ( "Effective Date ") pursuant to the Master Services Agreement (the "Agreement ") dated November 3, 2015, between City of Santa Ana ( "Client ") and Piracy Bowes Presort Services, Inc. ( "PBPS "), the terms of such Agreement being incorporated herein by this reference, and governing this SOW for First Class Mail services. 1. Services Provided By PBPS, PBPS will pick up the Client's pre - metered, permit imprint or pre carected stamp mail, whichever applies, at Client's designated address(es) as specified on Schedule 1.0, barcode (if not pre- batcoded by Client), sort said mail at PBPS's business location and submit said mail to the United States Postal Service" ( "USPS "). Provided that the mail is prepared by Client according to the Mail Specifications and is made available for pick up by PBPS on or before the daily pick up times specified on, or mutually agreed as permitted by, Schedule 1.0, the mail shall be submitted to the USPS on the same USPS business day ( "Same Day ") or the fallowing USPS business day ( "Next Day's as specified on Schedule 1.0. Client agrees that, in performing its services pursuant to this Agreement, PBPS may move Client's mail from one PBPS operating center to another PBPS operating center as permitted by the USPS. Additional locations or distinct mailstreams may be assigned their own Schedule 1.x, e.g., 1.1, 1.2, etc. Any reference to Schedule 1.0 also applies to any Schedule Lx. 2. Quantity of Mail. Client will provide the approximate number of pieces of mail per day and per month for pick up and processing as specified on Schedule 1.0, but not less than all of the presort compatible mail produced at the facility. 3. Pees For Automated Presort Services. For First- Classe automated presort services provided by PBPS, Client shall pay the fees specified on Schedule 2.0. Additional locations or distinct mailstreams may be assigned their own Schedule 2.x, e.g., 2.1, 2.2, etc. Any reference to Schedule 2.0 also applies to any Schedule 2.x. 4. Fees For Other Services. For other services provided by PBPS, Client shall pay the fees specified on Schedule 3.0. Additional locations or distinct mailstreams may be assigned their own Schedule 3.x, e.g, 3.1, 3.2, etc. Any reference to Schedule 3.0 also applies to any Schedule 3.x. 5. Postage Payment, If Client uses permit mail, pre- meters mail at the 5 digit automation rate or regularly requires PBPS to mater mail on Client's behalf, Client will maintain a postage deposit or otherwise pay for such postage in advance of processing. The method and amount of such deposit or advance payment is set forth on Schedule 4.0. Additional locations or distinct mailstreams may be assigned their own Schedule 4.x, e.g., 4.1, 4.2, etc. Any reference to Schedule 4.0 also applies to any Schedule 4.x. . 6. Mail Specifications. Client's mail shall meet all USPS requirements for automation compatible mail as set forth in the Domestic Mail Manual ( "DMM ") and its attendant documentation applicable to each type of mail submitted and the requirements set forth in this paragraph 6 ( "Mail Specifications "). 6.1. Presentation: Client's mail shall be submitted to PBPS upright in trays with all envelopes facing in the same direction, properly addressed and scaled. if Client's avail is (i) pre - metered, it shall be affixed with the correct postage rate, the correct data and appropriate "pre- sorted" notations; (it) permit imprinted, it shall be separated and presented by the correct weight and affixed with the appropriate "pre- sorted" and indiala imprint and a return address; (iii) pre - canceled stamp, it shall be affixed with a pre - canceled stamp and shall contain a return address. Client shall complete and sign pick up slips at each location indicating the number of trays and /or pieces of mail to be processed by PBPS. If Client pre - meters its mail, Client - shall provide PBPS with its current license numbers, and notify, PBPS within five (5) business days of any changes. Client agrees to promptly execute or produce all PBPS or USPS documents to meet requirements of the USPS. Client further agrees to make appropriate changes in the way Client addresses and handles its mail as reasonably requested by PBPS and as required by the USPS. 6.2. Barcode Requirements: 6.2.1, If Client pre- barcodos its mail, Client must: (1) utilize the USPS Coding Accuracy Support System (CASS) to satisfy the USPS zip code accuracy requirements in Delivery Point Validation; and (2) apply only barcodes compliant with the then current Full Service Intelligent Mail Barcode (IMb) requirements of the USPS. 6.2.2. If Client is not pre - printing a barcode on its mail, Client must leave a clear zone as specified in the DMM and the paper must be nom glossy. 6.3. Move Update Requirements: USPS regulations require that mailers utilizing First Class discounted postage rates select one or more authorized tuovo- update options. Client will utilize the authorized move- update option(s) indicated on Schedule 5.0. If Client utilizes the PBPS Move Update Solution, additional terms and conditions applicable to such services are set forth on Schedule 5.0. Additional locations or distinct mailstmams may be assigned their own Schedule S.x, e.g., 5.1, 5.2, etc. Any reference to Schedule 5.0 also applies to any Schedule 5.x. 6.4. Readability: PBPS expects that mail meeting the Mail Specifications will process on its equipment at a 97% roadability rate or better, meaning that PBPS can read the address and obtain a valid delivery point on the first pass. If PBPS observes that Client's mail readability rate has degenerated, PBPS will provide Client with samples of the rejected mail and recommendations to resolve the readability and /or address accuracy problems. Client will cooperate with efforts to promptly restore the readability rate to reasonable levels. Page 6 of 14 Pieprietary and Confidential Information PBPS Contract Management — Rev April 2014 25C -8 6.5. Client's mail failing to meet the Mail Specification requirements of this paragraph 6 may be suhjcct to return of the mail, exception handling or ancillary fees set forth on Schedules 2.0 and 3.0, and/or USPS penalties. Client shall promptly, upon receipt of appropriate documentation, reimburse PBPS for all penalties or assessments levied against PBPS by the USPS as a result of Client's (or its customer or print provider) improper preparation and finishing of its mail. Client acknowledges such penalties and assessments may 'include additional postage charged to all or most of a combined mailstream as presented by PBPS and not just for Client's portion of that combined mailaromr. 7. USPS Changes. Notwithstanding any other language in the Agreement or this SOW regarding pricing or changes, in the event the USPS adopts any new /revised postal regulations, procedures, rates, or incentives that directly affect the cost or provision of the services, PBPS may modify or terminate this Agreement on fifteen (15) clays written notice to Client. 8, Fixed Rate Pricier, 8.1. Except in the case of USPS changes as described above, the fees set forth in this SOW are fixed for the Initial Tenn set forth below. 8.2. Client will be charged the amounts set forth herein regardless of whether the actual postage qualification rates for Client's mail are higher or lower that the postage discount rate set forth on Schedule 2.0 and 3.0. Client hereby authorizes PBPS to receive and retain any USPS postage refunds, incentives or rebates based on the amount of Client's mail that qualifies for any lower presort mailing rates to PBPS, and all such refunds, incentives or rebates will become the property of PBPS as part of its compensation for performance of the services, (ref for metered mail USPS form 8096). 9. Terns. This SOW shall be in full force and effect for a period of three (3) year(s) from the Effective Date ("Initial Teri'). This SOW may be extended for two (2) additional one-year periods ('Renewal Terms ") by a. writing executed by PBPS and by Client's City Manager and City Attorney. Other than a notice provided relative to this paragraph of this SOW governed by the Notice provision of die Agreement, all other written notices permitted or required under this SOW or the Schedules attached hereto, may be accomplished by e-mail with system delivery confirmation. The total sum to be expended. by Client for fees (including postage reimbursement) under this SOW shall not exceed twenty thousand dollars ($20,000) annually, including for any Renewal Terms, PBPS CLIENT PITNEY BOWES PRESORT SERVICES, INC. CITY Of SANTA ANA Name: Name: David Cavazos Title: City Manager Date Signed,_ _.....__. Date ATTEST By. RECOMMENDED FOR APPROVAL, Name:__Maria_D­__Huizar __ _... Name: Clerk of Council APPROVED AS TO FORM By: , Name: John M. gunk Title:_gaSistant 'ity Attorney Page 7 of 14 Proprietary and Confidential Information PBPS Contract Management— Rev April 2014 25C -9 SOW #1 - SCHEDULE 1.0 ADDRESSES AND TIMES FOR MAIL, PICK UP Upon mutual agreement PBPS and Client may add Client locations where the services will be made available. PBPS reserves the right to decline services at any Client location if the factors of Average Daily Volume and distance to the nearest PAPS facility make providing the services commercially unreasonable, For current locations, PEPS will pickup Client's mail at the address(es) specified below. Client shall assemble and make available for pick up its mail on such schedule as may be mutually agreed upon by the parties, in writing (e -mail is sufficient), with the initial schedule set forth below. Client Location PBPS Location P(ck Up Times) Pick Up Time(s) Average Dolly Same Da Dated Noxt Da Dated Volamez City of Santa Ana Rancho Dominguez, CA 4:30 PM N/A 1,000 20 Civic Center Plaza Santa Ana CA 92701 Notes., 1 — All pick up times are local time zone Monday through Friday, excluding holidays, unless otherwise noted. First Class Flat mail may be picked tip at the same done as First Class letter marl; however such Flat mail is always Next Day. In the event that the mail is not ready at the agreed time and PBPS is able to wait for the snail, while PBPS will use reasonable efforts to meet the regular schedule, such delay may result in the mail being submitted to the USPS one business (lay later than scheduled. 2 - Client and PEPS agree that there is no minimum guaranteed volume required under this SOW; however, Client acknowledges that PBPS's pricing is based upon receiving the Client estimated volume. Client will provide the approximate average daily volume of mail set forth above.£or each location, for pick up and processing by PBPS. If the average daily volume submitted decreases by 20% or more during any calendar quarter; it may be presumed that a reasonable pricing adjustment is appropriate and the parties shall negotiate in good faith to agree upon such adjustment and issue an amended Schedule(s) to this SOW, PBPS Initials Date Client initials Date Page 8 of 14 Proprietary and Confidential Information 25C-1 O PBPS Contract Ma m nage ent —Rev April 2014 SOW 01 - SCHEDULE 2.0 FEES FOR AUTOMATED PRESORT SERVICES For automated First Class' presort services provided by PBPS for mail meeting the Mail Specification requirements, read and accepted on the first pass through PBPS's mail processing equipment, Client shall pay to PBPS the following: 2.1 Postage and Presort Fee. 2.11 Metered / Permlt Postage and Presort Fee. Client shall meter the First Class mail, or be charged for postage on First Class permit indicia mail, at the then current USPS Discount Rate designated below for each mail type and shall pay the presort fee per piece as shown below for the applicable mail type and service level: Notes: 1 - Automation compatible First Class Flats must meet the following specifications: (1) 0 to 8 ounces; (2) up to %s inch thick; (3) up to 13 inches in length; (4) windowed flats must be glassine sealed with no gaps; and (5) otherwise meeting the Mail Specification requirements of this SOW ( "Automated Flats "). 2 - All Flats meeting the Mail Specifications, but not meeting the Automated Flats specifications listed above ("Non - Automated Flats "). 3 — Client shall pay the designated presort fee for non - automation compatible First Class letter mail over 2 ounces metered or permit at the Mixed AADC rate. 2.1,2 Postage' Discount Rates at the time of this SOW are attached hereto as Appendix A. 2.2 Special Handlbtg: First Class mail otherwise meeting the Mail Specifications, but which requires additional handling due to the size or content, will be charged the Presort Fee as set forth above plus a Special Handling Fee for: 2.2.1 6 "x9" of $ NIA per piece. 2.2.2 #14 envelopes of $ NIA per piece. 2.2.3 Negotiables (including checks, stocks certificates, cash, debit /crodit/gilt cards) of $ N/A per piece. 2.2,4 Other: N,N/A, of $N /A per piece. 2.3 Exception Handling Fee. Mail that is rejected by the sorting equipment ( "Machine Rejected Mail" or "M'RM "), including mail that fails Delivery Point Validation ( "DPVFM' ), mail with a pre - printed bareodo that is not Full Service IMb compliant, mail that can't be barcoded, or which for any other reason PBPS cannot mechanically road and process as a. Full Service IMb compliant mailpiece as a result of the way the mail was prepared by Client, including but not limited to poor print quality, incompatible fonts and incorrect addressing (collectively "Exception Mail "), will be charged the above Presort Fee plus any applicable Exception Handling. Fee as set forth below. The per piece amount of each Exception Handling Fee is related to USPS rates and may be revised by PBPS upon LISPS changes as provided in paragraph 7 of this SOW. While PBPS will male reasonable efforts to process Exception Handling mail the same day, such mail may be delayed because of the extra handling necessary to meet USPS preparation requirements. ?BPS may re -date and submit such delayed mail the following business day. 2.3.1 Machine Rejected Mail (MRM) and Delivery Point Validation (DPV, Fees: In the event that the readability of Client's mail (or a specific trail type or job) has degraded and Client has not been successful in restoring the readability as provided in paragraph 6.4 of this SOW, PBPS may upon fifteen (15) days advance written notice, initiate charging (or revise) the MRM /DPV Pee. The MRM /DPV Fee will be applied to a percentage of Client's mail representing the Exception Mall, as determined by the most recent readability report attached to the notice. The M'RIvI/DPV Fee will be applied to such percentage regardless of the actual number of pieces of Exception Mail on any given day. Client may request a more recent readability report be used to determine the Exception Mail percentage applied, if Client has taken steps to improve the mail readability. PBPSTnitials Date Client Initials Do(. Page 9 of 14 Proprietary and Confidential Information PBPS Contract Management —Rev Apr112014 _ 25C-1 Presort Fee Per Piece Mail lype USPS Discount Rate Same Day Next Da Letters — Metered Mixed AADC $0.016 $N /A Letters — Permit Mixed AADC $0.019 $N /A Letters— Non - Automated Mixed AADC $0.05 $N /A Postcards — Metered Presort $0.012 $N /A Postcards — Permit Prosort $0.012 $N /A Automated Flats — Metered N/A .$N /A $N /A Automated Flats — Permit N/A $N /A $N /A Non - Automated Flats — Metered NIA Non - Automated Flats - Permit NIA Notes: 1 - Automation compatible First Class Flats must meet the following specifications: (1) 0 to 8 ounces; (2) up to %s inch thick; (3) up to 13 inches in length; (4) windowed flats must be glassine sealed with no gaps; and (5) otherwise meeting the Mail Specification requirements of this SOW ( "Automated Flats "). 2 - All Flats meeting the Mail Specifications, but not meeting the Automated Flats specifications listed above ("Non - Automated Flats "). 3 — Client shall pay the designated presort fee for non - automation compatible First Class letter mail over 2 ounces metered or permit at the Mixed AADC rate. 2.1,2 Postage' Discount Rates at the time of this SOW are attached hereto as Appendix A. 2.2 Special Handlbtg: First Class mail otherwise meeting the Mail Specifications, but which requires additional handling due to the size or content, will be charged the Presort Fee as set forth above plus a Special Handling Fee for: 2.2.1 6 "x9" of $ NIA per piece. 2.2.2 #14 envelopes of $ NIA per piece. 2.2.3 Negotiables (including checks, stocks certificates, cash, debit /crodit/gilt cards) of $ N/A per piece. 2.2,4 Other: N,N/A, of $N /A per piece. 2.3 Exception Handling Fee. Mail that is rejected by the sorting equipment ( "Machine Rejected Mail" or "M'RM "), including mail that fails Delivery Point Validation ( "DPVFM' ), mail with a pre - printed bareodo that is not Full Service IMb compliant, mail that can't be barcoded, or which for any other reason PBPS cannot mechanically road and process as a. Full Service IMb compliant mailpiece as a result of the way the mail was prepared by Client, including but not limited to poor print quality, incompatible fonts and incorrect addressing (collectively "Exception Mail "), will be charged the above Presort Fee plus any applicable Exception Handling. Fee as set forth below. The per piece amount of each Exception Handling Fee is related to USPS rates and may be revised by PBPS upon LISPS changes as provided in paragraph 7 of this SOW. While PBPS will male reasonable efforts to process Exception Handling mail the same day, such mail may be delayed because of the extra handling necessary to meet USPS preparation requirements. ?BPS may re -date and submit such delayed mail the following business day. 2.3.1 Machine Rejected Mail (MRM) and Delivery Point Validation (DPV, Fees: In the event that the readability of Client's mail (or a specific trail type or job) has degraded and Client has not been successful in restoring the readability as provided in paragraph 6.4 of this SOW, PBPS may upon fifteen (15) days advance written notice, initiate charging (or revise) the MRM /DPV Pee. The MRM /DPV Fee will be applied to a percentage of Client's mail representing the Exception Mall, as determined by the most recent readability report attached to the notice. The M'RIvI/DPV Fee will be applied to such percentage regardless of the actual number of pieces of Exception Mail on any given day. Client may request a more recent readability report be used to determine the Exception Mail percentage applied, if Client has taken steps to improve the mail readability. PBPSTnitials Date Client Initials Do(. Page 9 of 14 Proprietary and Confidential Information PBPS Contract Management —Rev Apr112014 _ 25C-1 SOW #1 - SCITEDULE 2.0 (continued) FEES FOR AUTOMATED PRESORT SERVICES At the time of this SOW, the applicable MRM /DPV Fee applied to the determined percentage of Client's mail for each mail type and discount rate is set forth below: 2,3.2 IMb Downgrade; If Client pre- barcodes its mail with a barcode that is not Full Service IMb compliant or presents mail on which PBPS cannot print a Full Service IMb, Client may be charged an IMb Downgrade based upon any penalties, postage assessinents or forfeiture of discounts (collectively, "Downgrade ') which may be imposed by the USPS on PBPS, based upon PBPS' calculation of Client's pro -rata share of such non - compliant mail. 2.4 Default Pricing Terms. Upon any Event of Default as defined in paragraph 8 of the Agreement, PBPS may elect to continue processing Client's mail, but will no longer accept any permit mail or meter any mail on behalf of Client, and Client will pre- 0 meter all of its mall. Any mail that has not been metered will be returned to Client. Further, Client shall not pre -mater First Class nmil at the rates specified above, and instead shall pre -motor all First Class mail at the then - current Presort Rate, PBPS will rebate back to Client the difference between the Presort pre - metered rate and the contract pricing herein for mail processed at the Presort rate, after setting off against such rebate amount any sums then due from Client to PBPS pursuant to this Agreement. If Client fails to pre -meter the snail at the Presort rate, PBPS may pursue other options as permitted under the Agreerent. PBPSInitials Date Proprietary and Confidential Information PBPS Contract Management —Rev Aph12014 Page 10 of 14 25C -12 Client Initials Date NIRM FEE DPV FEE Mail Type USPS Discount Rate MRM Fee Per Piece Determined Percentage DPV Fee Per Piece Determined Percentage Letter's Mixed AADC $0.00 0% $0.00 0% Postcards Presort $0.0275 2.7% $0.047 2.7% Automated Plats N/A $N /A N/A $N /A N/A Non - Automated Flats N/A $N /A N/A $N /A N/A 2,3.2 IMb Downgrade; If Client pre- barcodes its mail with a barcode that is not Full Service IMb compliant or presents mail on which PBPS cannot print a Full Service IMb, Client may be charged an IMb Downgrade based upon any penalties, postage assessinents or forfeiture of discounts (collectively, "Downgrade ') which may be imposed by the USPS on PBPS, based upon PBPS' calculation of Client's pro -rata share of such non - compliant mail. 2.4 Default Pricing Terms. Upon any Event of Default as defined in paragraph 8 of the Agreement, PBPS may elect to continue processing Client's mail, but will no longer accept any permit mail or meter any mail on behalf of Client, and Client will pre- 0 meter all of its mall. Any mail that has not been metered will be returned to Client. Further, Client shall not pre -mater First Class nmil at the rates specified above, and instead shall pre -motor all First Class mail at the then - current Presort Rate, PBPS will rebate back to Client the difference between the Presort pre - metered rate and the contract pricing herein for mail processed at the Presort rate, after setting off against such rebate amount any sums then due from Client to PBPS pursuant to this Agreement. If Client fails to pre -meter the snail at the Presort rate, PBPS may pursue other options as permitted under the Agreerent. PBPSInitials Date Proprietary and Confidential Information PBPS Contract Management —Rev Aph12014 Page 10 of 14 25C -12 Client Initials Date SOW #1 - SCHEDULE 3.0 FEES FOR OTHER SERVICES For other services identified herein, Client shall pay to PEPS the following: 3.1 Ancillary Fees. PBPS reserves the right to charge the applicable fee for services performed to correct Client's mail not in compliance with the Mail Specifications. The ancillary services described below may also be performed upon request of Client. While PBPS will make reasonable efforts to process mail requiring additional services according to the scheduled service level, the required additional handling may result in the mail being delayed and submitted to the USPS on the following business day. Client will pay the applicable Ancillary Fee, as well as reimburse PBPS for any additional postage required, Charges for the ancillary services listed below arc as follows: 3,2 3.3 ervice Fee Per Piece unless otherwise indicated) Meter Date Correction $0.01 Missin Endorsement $0.01 Metering Fee — Letters $0.02 Motoring Fee — Flats $0.06 Mater Strip $0.10 Labeliu LMLM — Sorter $0,05 Labeling (LMLM ) —Hand $0,05 +$25.00 per hour, per person) Sticky Mail $25.00 per hour, per person — minimuml hour Billable Hourly Work $25.00 (per hour, per person — minimum 1 hour Excessive Waiting Time at Pickup: Straight truck or van $60,00 per hour (minimum 1/2 hour after 30 minutes) Excessive Waiting Time at Pickup: Tractor bailor $100.00 por hour (minimum 1/2 hour after 30 minutes) Transnortation, For the mail transportation services described in paragraph 1 of this SOW, Client shall pay PBPS a fee of $0_00 invoiced and payable according to the Agreement. Fuel Surcharge, In addition to the transportation fee set forth above, Client shall pay PBPS a fee of $0.00 per mail pick tip on account of fuel costs associated with performing the services described in this SOW. PBPS Initials Date Proprietary and Confidential Infbrmallon PHPS Contract Management— Rev April 2014 Page 1 I of lA 25C -13 Client Initials Date SOW #1 - SCHEDULE 4.0 POSTAGE PAYMENT 4.1 Postage Payment. If Client presents mail that requires PBPS to pay the USPS for postage on Client's behalf, Client will maintain apostage deposit or otherwise pay for such postage in advance of processing, using the method described below. 4.2 Initial Payment. Client shall provide not advance postage payment equal to an estimated one (1) months' worth of postage ($1,400.00) before submitting permit, 5 -Digit or umnetered mail for the first time under this SOW. 4.3 Payment Process. In addition to the initial payment, Client shall provide a postage payment for each month job sufficient to cover the estimated postage to be used during the following monthjob. Postage payment may be made by: 4,3,1 Client initiated payment to PBPS; or 4.3.2 Client authorization for PBPS to withdraw from Client's designated bank account Unless otherwise agreed by the parties in advance, such postage payment shall be made via electronic transfer. Client will receive a postage statement of postage charges and payment receipts for reconciliation purposes. Any shortage of postage funds received will be paid by Client with the next regular postage payment (but in any event no more than thirty days after service) and any excess postage Rinds received may be deducted from the next postage payment. 4.4 Interest. PBPS shall not be required to pay any interest to Client on such postage funds received Interest paid or fees charged by any banking entity, shall be between Client and the banking entity, 4.5 Return of Balance. Upon the termination of this SOW, PBPS shall return any excess funds to Client after all Fees for services and postage charges have been paid. to PBPS by Client. 4.6 Failure to Maintain. IF CLIENT FAILS TO MAINTAIN THE POSTAGE PAYMENTS AT THE TEIEN APPLICABLE LEVEL(S), PBPS MAY IMMEDIATELY SUSPEND ITS PERFORMANCE UNDER THIS SOW AND WILL, AT CLIENT'S OPTION, EITHER: (i) HOLD CLIENT'S MAIL UNTIL PAYMENT IS RECEIVED OR (ii) RETURN THE MAIL TO CLIENT, PBPS Initials Date Proprietary and Confidential Information P13P5 Contract Management— Rev April 2014 Page 12 of 14 25C -14 Client Initials Date CLIENT NAME AND ADDRESS: City of Santa Ana PDPS OPERATING CENTER: Rancho Dombtguez, CA MASTER SERVICES AGREEMENT DATE: November 3, 2015 SOW ill - SCHEDULE 510 MOVE - UPDATE REQUIREMENT 5.1 Move- Update Option. Client will complete a Certification of Move Update Compliance form as may be reasonably requested by PBPS from time to time to order to confirm the Move Update Option selected by Client on a job by job basis. Client's selections include the following move- update option(s): Indicate the selected option by placing an "X" in each column b to ion First Class First Class First Class Flat Mall Letter Mail Postcard Mail Not Applicable X A USPS approved Move Update Solution provided and utilized by Client X X PBPS Move Update Solution w/ PBV Protect (an MLOCR -based software application such as Siemens UMove provided by PBPS A USPS approved Move Update Solution provided and utilized by Client on all mail, except for designated jobs within the mail category type indicated in the column(s) to the right and as agreed by the parties on which PBPS shall utilize the PBPS Move Update Solution W/ PBV Protect Performance Based Verification (PBV) is the USPS testing to determine if a mail owner's addresses ore being updated as required by USPS Move Update Compliance regulations. Clients electing to rely on their own application of a USPS Move Update method will reimburse PBPS for any penalties or postage assessments imposed by the USPS clue to, or caused in part by, Client's mail which fails PBV, based upon PBPS's calculation of Client's pro -rata portion of such penalty or assessment for that day. Clients electing the PBPS Move Update Solution w/ PBV Protect will be insured against such penalties or postage assessments imposed by the USPS against PBPS, even if any of Client's enrolled mail fails the daily PBV. If Client has not selected the PBPS Move Update Solution w/ PBV Protect option, the remainder of Schedule 5.0 is not applicable. If Client has selected the PBPS Move Update Solution w/ PBV Protect option, such selection is governed by the terms of paragraphs 5.2 throagh 53 of Schedule 5..0. 5.2 Physical Requirements for PBPS Move Update Soludon: PBPS can only spray barcodes on mail pieces that are non- glossy with a sufficient clear zone in the lower right quadrant. Client will be required to use another approved Move Update method for non - conforming mail pieces. 5.3 PBPS Move Update Solution w/ PBV Protect - Fee: Application Fee of $ N/A per each piece of Letter /Postcard mail scanned. CLIENT HEREBY ACCEPTS AND AGREES TO THESE TERMS AND CONDITIONS FOR TILE MOVE UPDATE OPTIONS SELECTED ABOVE: Client: CITY OF SANTA ANA Name: David Cavazos Title: City Manager Pago 13 of ld Proprietary and Confidential information PBPS Contract Management — Rev April 2014 25C-1 5 APPENDIX A To Statement of Work No. 1 First Class Letters, Postcards and Flats - USPS Postage Discount Rates USPS Postage Rates as of May 31, 2015: USPS Postage Rates - First Class Mail Letters Postage Rate Level Postage I oz. Letter Full Rate Metered $0,486 1 oz. Letter Non-automation Presort $0.471 1 oz. Letter Mixed AADC $0.4,39 I oz. Letter AADC $0.416 1 oz. Letter 3-Digit $0.416 1 oz. Letter 5 -Di it $0.391 13 BOX _"111�!*M_EA, Postcard Postage Rate Level Postage Postcard Full Rate $0.350 Postcard Non-automation Presort $0.295 Postcard Mixed AADC $0.284 Postcard AADC $0,275 Postcard 3-Digit $0.275 Postcard 5-Digit $0.260 Flats Postage Rate Level gg Postage I oz. Flat Full Rate $0,980 I oz. Flat Non - automation Presort $0.831 1 oz. Flat 3-Digit Additional ounce postage as set by the USPS page 14 of 14 Public Informadon USAY Rales FjTeefive f"Shown 25C -16