HomeMy WebLinkAbout20053413.tiff DATA TOSe PRODUCTION AGREEMENT
BILLING SOLUTIONS Last updated:11.10.200Fy _ ...-{Deleted:11.9.2005 )
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This Production Agreement(Agreement)i5 made and entered into as of the 1st day of December,2005(Effective Date),by and between DataProse,Inc..a California Corporation
(DataProse),and Weld County,Assessor's Office.organized under the laws of Colorado(Client).In consideration of the mutual promises and benefits contained herein,the parties hereby
agree as follows.
ARTICLE 1 SCOPE OF PRODUCTION AGREEMENT. DataProse agrees to provide to Client services defined in Schedule 1.0.and Client agrees that DataProse shall be its
exclusive provider of these goods and/or services during the term of this Agreement Estimated print volume: 25,000 Notice of Valuations and 15.000 Assessor Declaration notices.
ARTICLE 2 COMPENSATION.In full and complete compensation for all goods and/or services provided by DataProse hereunder.Client agrees to pay DataProse according to the
rates set forth in Schedule 1 0.DataProse will provide an invoice toClie t after each production inn consisting of the fees,as outlined in Schedule 1.0 and postage used.Invoices are due
upon receipt and will be considered past due if not paid within 30 days.A monthly late charge will be assessed on statements not paid within thirty(30)days.The late payment charge will
be 1-1(2%per month applied to the invoice amount unpaid 130)thirty days after billing to Client.All DataProse prices are subject to increase following this initial Pricing Period or any
subsequent Prong Period,and upon written notice to Client.The rate of any price Increase shall not exceed 15%at the completion of any pricing period.In the event Client cancels the
Agreement as allowed under the provisions of this Agreement,then all services rendered between the cancellation notification date and the effedive date of the cancellation,will he COD.
ARTICLE 3 TERM. The initial term of this Agreement shall commence as of the Effective Date,and shall continue for one(1)year unless terminated earlier in accordance with
provisions found elsewhere in this Agreement.
ARTICLE 3 POSTAGE. Client shall deposit in advance with DataProse the initial sum spedeed on Schedule 2.0 as the permanent postage deposit. The amount required to be
deposited with DataProse maybe 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.DataProse shall return the deposit amount to Client after payment for all Services and postage has been paid
by the Client.If this Agreement is terminated due to default of Client,DataProse may apply any of Client's funds it holds against any sum owed by Client to DataProse upon termination of
this Agreement. IF CLIENT FAILS TO MAINTAIN THE DEPOSIT AT THE ADJUSTED LEVELS,OR IF CLIENT FAILS TO MAINTAIN CURRENT STATUS OF ALL INVOICES AS
DESCRIBED IN ARTICLE 2.DATAPROSE MAY IMMEDIATELY SUSPEND ITS PERFORMANCE UNDER THIS AGREEMENT AND WILL HOLD CUSTOMER'S MAIL UNTIL THE
DEPOSIT IS RECEIVED.
Aassociated
4 EXPENSES. When Client has approved the amount of such costs and expenses in advance and in writing.Client will reimburse DataProse for costs and expenses
ssociated with the performance of services for Client,such as cost of travel,expenses associated with travel,freight,delivery service and other required supplies in connection with
providing the DataProse services associated with this Agreement.
ARTICLE 5 TERMINATION. Client or DataProse may terminate this Agreement for an event of default defined below if such default remains uncured(30)thirty days after written
notice of the default has been received from the party declaring the default.
(1) Failure of Client to pay for all goods and/or services as provided in this Agreement.In 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.
121 Any other breach by Client or DataProse of a term or condition of this Agreement.
(3) Bankruptcy or insolvency of either party.
(4) Non-Appropriation of funds by City Council
If DataProse terminates this Agreement in accordancewflh Article 6 herein,or the Client terminates this Agreement for any reason other than those speofied in Article 6 prior to satisfying
its Minimum Commitment,the Client agrees that it shall be liable to DataProse for liquidated damages("Liquidated Damages')for its early termination,it being understood and agreed to by
the parties that the measure of actual damages noted would be difficult to determine.The Liquidated Damages shall be an amount equal to the product of(a)the Minimum Commitment
and(b)the sum of the number of months remaining in the current term of the Agreement and the number of months that any invoces remain unpaid by the Client.
ARTICLE 6 FORCE MAJEURE. Neither party 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.oracle 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-to-day basis to the extent such party's obligations relate to the pedomanceso
interfered with).
ARTICLE 7 CONFIDENTIALITY.DataProse agrees that any and all data,reports and documentation supplied by Client arils affiliates or third parties on Client's behalf,which are
confidential shall be,subject only to the disclosure required for the performance of DataProse's obligations hereunder,held in strict confidence and shall not be disclosed orotberwise
disseminated by DataProse without the consent of Client.
ARTICLE B INDEMNIFICATION. Client agrees to indemnify and hold DataProse harmless for any and all claims from any person,firm,or entity whatsoever that may arise in
connection with Client's supplyng to DataProse the data,reports or other documentation necessary to perform its duties under this Agreement,except that such indemnflcation shall not
extend to any claims that result from action by DataProse.its officers,employees oregents or anyone acting on behalf of DataProse if such action is in violation of one or more terns of this
Agreement.
ARTICLE 9 WARRANTIES. DataProse 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. The parties hereto agree that this Agreement is only for the production of goods and/or services.
THIS WARRANTY CONSTITUTES THE ONLY WARRANTY WITH RESPECT TO THE GOODS AND SERVICES TO BE PROVIDED TO CLIENT.THE STATED WARRANTY IS IN
LIEU OF ALL OTHER WARRANTIES,WRITTEN OR ORAL.STATUTORY,EXPRESS OR IMPLIED.INCLUDING.WITHOUT LIMITATION.THE WARRANTY OF MERCHANTABILITY
AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE.
ARTICLE 10 LIMITATION OF LIABILITY.The liability of DataProse 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 DataProse for the defective goods or services. DATAPROSE IS NOT LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES,
INCLUDING LOST PROFIT OR INCOME.even if DataProse has been advised of the possibility of such loss or damage.This provision will not be affected by DataProse's failure to correct
any defect or replace any defective work product to Client's satisfaction. Client has accepted this restriction on its right to recover consequential damages as a part of its bargain with
DataProse. Client acknowledges what DataProse charges for its goods and services would be higher if DataProse were required to bear responsibility for Client's damages.
ARTICLE 11 GOVERNING LAW AND JURISDICTION.This Agreement shall be governed and interpreted in accordance with thelaws of restate of California.withoulgiving effect to
the principles of choice of laws of such state.The parties each consent to the jurisdiction and venue of the SuperorCourt of Ventura County,Ventura,California,as to any matters initiated
In state court,and to the courts of the Central District of California for any matters initiated in federal court
ARTICLE 12 SFVERABILITY.If a corn-loran arbitrator ofcompetentjudsdiction 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.
ARTICLE 13 WAIVER'MODIFICATION OF AGREEMENT.No waiver,amendment or modification of any of the terms of this Agreement shall be valid unless in wnlig and signed by
authorized representatives of both parties hereto.Failure byerther party to enforce any rights under this Agreement shall not be construed as a waiver of such rights,nor shall a waiver by
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DATAprOSev PRODUCTION AGREEMENT
l BILLING SOLUTIONS Last updated: 11.10.2005, _..__{Deleted:11.9.2005 J
Smarter Statements 0) Barer Results 1
either party in one or more instances be construed as constituting a continuing waiver or as a waiver in other instances.
ARTICLE 14 NOTICE.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 party 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:
If to DataProse: If to Client:
DataProse,Inc. Weld County
1451 North Rice Avenue,Suite A 1400 N.1'Ave
Oxnard,CA 93030 Greeley,CO 80631
Attention:Chief Executive Officer Jackie Weimer
ARTICLE 15 ENTIRE AGREEMENT. This 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 party has been
induced to enter into this Agreement by.no is any party relying on,any representation or warranty outside those expressly set forth in this Agreement.
ARTICLE 16 ATTORNEY FFFS.In the event of any claim,dispute or controversy arising out of or relating to this Agreement,including an action for declaratory relief,the prevailing
party in such action or proceeding shall be entitled to recover its court costs and reasonable out-o4pocket expenses not limited to taxable costs,including but not limited to phone calls,
photocopies,expert witness,travel,etc.,and reasonable attorney fees to be fixed by the court.Such recovery shall include murices5,out-of-pocket expenses and attorney fees on appeal,
if any.The court shall determine who is the prevailing party,whether or not the dispute or controversy proceeds to final judgment.If eitherpaM is reasonably required to incur such out-of-
pocket expenses and attomey fees as a result of any claim arising out of or concerning this Agreement or any right or obligation derived hereunder,then the prevailing party shall be entitled
to recover such reasonable rut-of-pocket expenses and attorney fees whether or not action is filed.
ARTICLE 17 SUCCESSORS AND ASSIGNS.This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto.The parties
hereto execute this Agree t through their duly a tired officers,as of the day and year first written above.
DATAPROSE,IN CLIENT:
By'.. /J I By: TI'l----7 % /IA--
Fred Fleet - V.P. Operations i
Date: 15 November 2005 Title C&1at2( DDOCc Date: //!/ y7°5
Declarations:
Data processing including CASS Certification
pert N 0V 2 3 1005
e.5 e 11,24#venous color Weld with no ions printed black toner S
#10 envelope—supplied by Weld County Assessor
Bar-coding,Fold,Insert,presort and deliver to USPS
Firm set up and system build $100000
Data Processing and Laser imaging 12300 00
Mailing Service(fold/insert/prepare for USPS) $950.00
Inserts:
Set-up
Laser/Fold/Insert $50000
NOV's $1020.00
Data processing including CASS Certification
Simplex,Two Color processing on various length stock
Bar-coding,Fold,Insert,Presort and prepare for USPS
Set-up 8250.00
Data Processing and Laser Imaging $1250.00
Mailing Services $750.00
Total Project Estimate(excluding postage) $8020.00
Total Project Estimate(including postage(8$.0292) $19116.00
Schedule 1.0—Fees for Goods&Services
Search&ViewBlll(Includes:data processing,pdf creation,search 8 access capabilities 8 hosting of pdf files for
3 months from creation date) $.01 Per Bill
Additional Search 8 ViewBill Storage beyond 3 months(As requested by client) 1.005 Per Bill
Oversized PDF Surcharge(Group E only) $00015 Per impression
ViewBIll(Includes:data processing,pdf creation) $ Per Bill
ViewBill Transmission(Includes:ftp transmission to client site OR files copied to CDROM) $150.00 Per Transmission/CDROM
Additional Disks Of more than one CDROM disk is required for ViewBill Transmission(Described above) $10.00 Per Additional CDROM
NCOALink-Automated address update service $0.50 Per Address Correction
Other
Additional Impressions
Bill Suppression(data processing only-Group Y B Z) $.0 Per Impression
$0.05 Per Bill
Oversized Surcharge(100 page bill-G imp C) $4.00 Per Bill
Oversized Inserts e(100+page bills-Group D 8 E) Bill
$.010 Per Ins
Technical Inserts $12 Per Hour
Technical Services(including additional sal-up beyond standard,formatting or custom reports,conditional logic 8 $125.00 Per Hour
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Client:r'14 DataProse ^
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DATAPTOS2` PRODUCTION AGREEMENT
Dimummumacma Last updated 11.10.200 ......
Deleted:11.92005
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insertlforrns composition)
Freight.Carter&Air Delivery Cost Per Request
Postage(1 oz.)estimate $0.292 Per Bil
Minimum Monthly Charge $500.00 Per Month
Minimum Daily Processing/Production Fee $15000 Per Day
Schedule 2.0—Permanent Poetic's Deposit
Postage Deposit $11,096 00
Schedule 3.0—Performance Guarantee
To be determined between DataProse and Client. DalaProse requires enough time to allow for live sample review and approvals. The postage deposit is due pnor to delivery of the
tax bus to the USPS.
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DalaProse
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DATA S2
PRODUCTION AGREEMENT
BILLING SOLUTIONS Last updated 11.10.2005, Deleted:11.9.2005
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Schedule,:0-Glossary of Terms
Impression Laser Imaging of one side of one piece of paper. Each physical piece of paper can contain two(2)impressions.
LISPS United Stales Postal Service
Laser Imaging The process where the application of dry toner(ink)is electro statically applied and bonded to a piece of paper.
Simplex Laser Imaging of one(1)side of a piece of paper only.
Duplex Laser Imaging of both(2)sides of a piece of paper.
OE Outer Envelope-This envelope Is used as the carrier mechanism for all information contained in a package to be mailed.
RE Reply Envelope-This envelope is usually utilized by a customer le relum information/payment requested by on organization.
Presorting The act of organizing mail according to the rules and regulations defined by the USPS in order to achieve lower postage rates and
increase deliverability of mail.
Business Day Any day in which the USPS as well as the U.S.Federal Reserve are open for business.
U.S.federal holiday All Holidays as defined by the U.S.Federal Reserve.
2417 24 hours a day.7 days a week.
Additional Inserts Any item requested to be placed into the mail container above and beyond(a)the bill and(b)the RE.
Container One complete piece of mail packaged into one OE.
Electronic Transmission The act of sending data via DataProse online utility,FTP or Modem
Bill Data and other information pertaining to one(1)account number and usually in reference to one customer
Group The term used by DataPmse to define how bills are gathered&produced in order to maximize production capabilities. These groups
are defined as follows'.
Group A-1 ounce bills
Group B-2 ounce bills
Group C-8-99 page bills
Group D-100-499 page bills
Group E-500+page bills
Group I-International bills
Group P-Pull bills(Pulled and returned to PM for further action)
Group X-Hold bills(combined and sent back to client)
Group V-Online only bills(Suppress from print only)
Group Z-Suppress all
Suppress or Suppression The act of excluding records or bills(based on client defined criteria)that have been received in the input data stream received from
the client
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Client: DataProse:
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