HomeMy WebLinkAboutR-2004-067 Contract with Sungard mailing services RESOLUTION NO. 2004-067
A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA
AUTHORIZING THE PROPER CITY OFFICIALS TO ENTER
INTO A CONTRACT WITH SUNGARD MAILING SERVICES
FOR A TWO YEAR CONTRACT AND AN AUTOMATIC TWO
YEAR RENEWAL FOR SERVICES TO BE PROVIDED FOR
PRINTING AND MAILING OF WATER AND SEWER BILLINGS,
WITHOUT COMPETITIVE BIDDING AND WITHOUT
ADVERTISEMENT FOR BIDS; PROVIDING FOR CONFLICTS;
FURTHER, PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Charter of the City of Dania Beach, Part III, Article 3, Section 4,
Subsection 0), provides that during unusual conditions or emergencies, the City
Commission may, by resolution, authorize the purchase by the City Manager of
designated supplies, services, equipment and materials in amounts in excess of fifteen
thousand dollars ($15,000.00) without competitive bidding and without advertisement for
bids;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE
CITY OF DANIA BEACH, FLORIDA:
Section 1. That the proper City officials are authorized to enter into an
agreement with SunGard Mailing Services to acquire the services as specified in the
attached contract for the cost as indicated in the contract.
Section 2. That the City Manager and City Attorney are authorized to make minor
revisions to such Agreement as are deemed necessary and proper for the best
interests of the City. Such Agreement shall not be deemed accepted by the City unless
and until the City has completed its execution of the Agreement.
1 RESOLUTION NO.2004-067
• Section 3. That this resolution shall be in force and take effect immediately upon
its passage and adoption.
PASSED and ADOPTED this 13t" day of April, 2004.
C.K. MCELYEA�
MAYOR — COMMISSIONER
ATTEST: ROLL CALL:
COMMISSIONER ANTON - YES
L�A ��Q _2 COMMISSIONER CHUNN - YES
LOUISE STILSON COMMISSIONER FLURY - YES
CITY CLERK VICE-MAYOR MIKES - YES
MAYOR MCELYEA - ABSENT
® APPROVED AS TO FO M AND CORRECTNESS:
BY: 41
T_,H o m Ab J. N BIR O
CITY ATTORNEY
2 RESOLUTION NO.2004-067
SunGard Mailing Services
Print and Mail Services Agreement
("Agreement")
Client: City of Dania Beach
100 W.Dania Beach Boulevard
Dania Beach,FL 33004
Date: June 10,2004
Background: Client wishes to obtain the use of, for its own business purposes, certain print and mail processing
services to be provided by SunGard Mailing Services,a division of SunGard Business Systems Inc.
("SunGard").
INTENDING TO BE LEGALLY BOUND,and in consideration of the mutual agreements stated below,Client and SunGard
agree as follows:
1. SERVICES
1.1 Print and Mail Processing Services. SunGard shall provide to Client, and Client shall accept, the base
print and mail processing services("Services")described on Schedule A. [SunGard shall provide Client with a copy of
SunGard's Customer Guidebook ("Documentation")]. Client may use the Services and Documentation only in the
ordinary course of its business operations and for its own business purposes. Client may copy the Documentation to
the extent reasonably necessary for use of the Services under this Agreement, provided that all copies of the
Documentation made by Client shall include any proprietary notice or stamp that has been affixed by SunGard.
1.2 Client's Responsibilities. Client shall supply to SunGard all of the data and information to be processed
under this Agreement("Client Data")as described on Schedule A. Client shall transmit the Client Data to SunGard by
Internet,telecommunications link, magnetic tapes or diskette delivered postage prepaid and which are machine-readable
by SunGard's hardware without translation, alteration or modification, or in another manner acceptable to SunGard.
Client shall maintain copies of all source Client Data and current backup copies of all Client Data supplied to SunGard,
and SunGard shall have no liability for any loss or damage caused by Client's failure to maintain copies. Client is
responsible for the accuracy, reliability and adequacy of all Client Data and other information submitted by or on
behalf of Client for processing, and the resulting output therefrom. Client acknowledges that SunGard will have no
obligation to provide the Services if the Client data is missing any required data.
1.3 Set-Up of Statement Cycle Mailing Process.
1.3.1 Not less than 80 days prior to Client's requested implementation date,Client shall provide to
SunGard a sample of the Client Data to be provided to SunGard for processing under this Agreement, in the media to
be used by Client. SunGard shall write the necessary interfaces to migrate Client Data for Statement Cycle Mailing.
The fees for the migration of data are described in Schedule C of this Agreement.
1.3.2 Not less than 80 days prior to Client's requested implementation date], Client shall select a
form of statement or letter ("Statement") for its Statement Cycle Mailing Process ("Client Format"). SunGard shall
provide Client with a mock-up of the selected Statement. Client must provide written approval of Client's selected
Client Format at least 70 days prior to implementation. Client acknowledges that SunGard shall have no obligation to
commence providing services until receipt of such approval. The fees for custom Client Formats are set forth on
Schedule C.
1.3.3 Not less than 30 days prior to Client's requested implementation date, Client shall provide
SunGard with a written list of dates for delivery of Client Data for each Statement Cycle Mailing ("Data Delivery
Dates"). Client shall provide at least 30 days'prior written notice of any changes to the Data Delivery Dates.
1.4 Client Instructions. No later than 4:00 p.m. Central Time on each of Client's Data Delivery Dates,
Client shall provide SunGard with the applicable Client Data and a written statement ("Statement of Information")
detailing how the Client Data is to be processed for Statement Cycle Mailing. The Statement of Information shall
include instructions regarding Inserts, if any, are to be included in the applicable Statement Cycle Mailing. SunGard
normally completes and delivers for mailing a Statement Cycle Mailing within three (3) business days of receipt of
Client Data for the applicable Statement Cycle Mailing. SunGard's normal turn-around time will vary if the Statement
of Information is incomplete or vague, Statements or Inserts require hand insertion or if custom programming is
requested by Client. On each of Client's Data Delivery Dates,Client shall provide SunGard with the applicable Client
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Data and a written statement ("Statement of Information") detailing how the Client Data is to be processed for the
® Statement Cycle Mailing.
1.5 Inserts. Fees for items to be inserted into and mailed with a Statement, such as flyers and stuffers
("Inserts"),are set forth on Schedule C. If requested by Client, SunGard can provide printing services for Inserts,at the
fees and costs set forth on Schedule C. Client, at its option, may provide Inserts to SunGard for inclusion in a
Statement Cycle Mailing. Any Client-provided Inserts must be provided to SunGard at least three (3) business days
prior to the arrival of the Client Data for the applicable Statement, and must be accompanied by a Statement of
Information. All Inserts must be within SunGard's insertion machine specifications, which may change from time to
time during the term of this Agreement. The current specifications are set forth on Schedule D. Any deviation from
the Insert specifications will result in additional charges for manual insertion of Inserts, and may result in a delay of
Statement Cycle Mailing. The current fees for manual insertion are set forth on Schedule C.
1.6 Custom Programming. Subject to the availability of SunGard personnel, SunGard shall evaluate any
requests by Client for changes in the Services, and, at SunGard's option, may produce and implement the requested
changes,for which Client will pay the fees and costs at SunGard's then current rates(the rates in effect at the time this
Agreement was executed are stated on Schedule C).
1.7 Optional Services. During the term of this Agreement,Client may request Optional Services set forth on
Schedule C,at the fees and costs set forth on Schedule C.
2. PAYMENTS
2.1 Set-Up Fees. Client shall pay the Set-Up Fees set forth on Schedule C within fifteen (15) days
following execution of this Agreement.
2.2 Print and Mail Processing Services Fees. The fees payable by Client for the Services provided by
SunGard under this Agreement are described on Schedule C.
2.3 Postage. [Client is responsible for prepayment of all postage expenses. Upon execution of this
Agreement, Client will deposit with SunGard an amount determined by SunGard to be an estimate of the first three(3)
® months' postage expenses for the Services. Thereafter,Client will make prepayments of postage expenses every three
months (each, a "Postage Period"), no later than fifteen (15) days prior to the commencement of the next Postage
Period, in an amount equal to the prior Postage Period's costs. In the event the postage prepayment for any Postage
Period is insufficient,Client will be invoiced for the additional costs in SunGard's next monthly invoice. In the event
that the postage prepayment in any Postage Period is in excess of the actual postage costs, any surplus will be credited
to the next Postage Period's postage costs. Client acknowledges and agrees that SunGard shall have no obligation to
perform Services hereunder until the initial postage prepayment is made. If SunGard agrees to perform any Services
without receiving postage prepayment from Client, a charge of twenty percent (20%) will be added to the cost of
Services for the applicable Postage Period.]
[Thirty (30) days prior to Client's first Data Delivery Date, Client will deposit with SunGard an amount
determined by SunGard to be an estimate of the first three(3) months' postage expenses ("Escrow Amount") for the
Services which deposit shall be held in escrow by SunGard ("Postage Escrow"). With respect to all months of live
Statement Cycle Mailings, SunGard shall submit and Client shall pay monthly invoices for the actual postage charges
incurred during the previous month. In the event Client fails to make timely payment of any such invoice, SunGard
may in its sole discretion, withdraw money from the Postage Escrow to cover the past due invoice amounts. SunGard
shall notify Client in writing of any such withdrawal. Client shall reimburse SunGard for deposit into the Postage
Escrow any amounts so withdrawn from such account within ten (10) days of receipt of SunGard's notice of
withdrawal. Client shall be responsible to maintain the established Escrow Amount in the Postage Escrow at all times,
and SunGard shall be under no obligation to provide the Services hereunder if the Escrow Amount is not maintained.]
2.4 Materials. Client is responsible for the costs of all envelopes and paper for Statements ("Materials").
The costs for Generic Materials (SunGard's generic stock) is set forth on Schedule C. If Client chooses Custom
Materials, Client shall pay (i) the set up and handling fees for Custom Materials set forth on Schedule C and (ii)all
costs for Custom Materials. If Client elects to use Custom Materials, SunGard may, at its option, require Client to
prepay an amount equal to six (6) months' supply of Custom Materials on rolling six-month basis. Upon any
expiration or cancellation of this Agreement, any Materials that have been purchased or acquired for Client and have
not been used in for Client's Statement Cycle Mailings hereunder shall be returned to the Client at Client's expense,
including all purchasing costs and any and all shipping,packaging or delivery expenses.
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2.5 Freight. Client is responsible for payment of all freight costs and expenses for sending materials to and
from SunGard for such items as tapes, diskettes, inserts,microfiche, labels,etc.
2.6 Payment Terms. SunGard shall invoice Client monthly in arrears for Statement Processing Fees,
Intelligent Insertion Fees, Generic Materials Fees, Monthly Minimum Charges and Freight costs. All other fees and
charges shall be invoiced as and when incurred. All invoices shall be sent to Client's address for invoices stated on
Schedule B. Except as otherwise specified on a Schedule to this Agreement, Client's payments shall be due within
thirty (30) days after receipt of invoice. Payments may be made by check to the following address (or such other
address directed by SunGard invoice): SunGard MAILING SERVICES DIVISION, P. O. Box 11407, Birmingham,
Alabama,35246,or by wiring the invoice amount in accordance with the wiring instructions specified on Schedule B.
Interest at the rate of eighteen percent (18%) per annum (or, if lower, the maximum rate permitted by applicable
Alabama law)shall accrue on any amount not paid by Client to SunGard when due under this Agreement, and shall be
payable by Client to SunGard on demand. All fees and other amounts paid by Client under this Agreement are non-
refundable.
2.7 Price Increases. On an annual basis, by giving at least ninety (90) days prior written notice to Client,
SunGard may increase the fees and costs payable under this Agreement. All Material and Postage prices are subject to
change at any time due to increased Material and Postage expenses that may be incurred by SunGard
2.8 Taxes. The fees, costs and other amounts payable by Client to SunGard under this Agreement do not
include any taxes of any jurisdiction that may be assessed or imposed upon the Services provided under this Agreement
or the copies of Documentation provided to Client including sales, use,excise, value added, personal property,export,
import and withholding taxes, or upon the services provided under this Agreement, excluding only taxes based upon
SunGard's net income. Client shall directly pay any such taxes assessed against it,and Client shall promptly reimburse
SunGard for any such taxes payable or collectable by SunGard.
2.9 Currency. All dollar amounts referred to in this Agreement and any Schedule hereto are in United States
Dollars.
® 3. WARRANTIES AND LIMITATIONS
3.1 Print and Mail Service Processing. SunGard will use reasonable care in processing all Client Data and
following all Statements of Information transmitted to it by Client. SunGard shall have no liability under this Section
3.1 unless,within thirty(30)days after the applicable date of service, SunGard receives notice from Client describing a
material processing error caused by SunGard's failure to use reasonable care, together with adequate supporting
documentation and data. Upon receipt of any such notice, SunGard's only obligation under this Section 3.1 is to
correct the error and redo the work affected as soon as reasonably practical,or at SunGard's option,to refund or credit
the charges applicable to the work affected. Client is responsible for auditing processing results.
3.2 Data Tapes. SunGard will use commercially reasonable care in handling media provided by Client
which are in SunGard's possession and on which are encoded data belonging to Client. SunGard's sole obligation
under this Section 3.2 is to replace or repair any tape lost or damaged as a result of SunGard's failure to use
commercially reasonable care, and to the extent possible,to regenerate any lost data from backup files maintained by
SunGard or from source data provided by Client.
3.3 Application of Data. SunGard will have no liability for any loss or damage resulting from any
application of the results obtained from the use of any Services provided under this Agreement or from any unintended
or unforeseen results obtained from the use of Services provided under this Agreement.
3.4 Conditions of Use. SunGard will not be in default of its obligations under this Agreement upon the
occurrence of any of the items set forth below, which may affect the timeliness and accuracy of the Services provided
hereunder:
3.4.1 Client changes type or method of Client's media for sending Client Data to SunGard;
3.4.2 Client changes its media data encoding techniques;
3.4.3 Malfunctions in Client's hardware,including but not limited to,misalignment of recording
device read/write heads;
3.4.4 Malfunctions in Client's software;
3 4 5 Incorrect incomplete or inaccurate Client Data received from the Client. including over 15%
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of outgoing addresses not matching the national United States Postal Service("USPS")files,
statement messages that are syntactically incorrect,or in excess of 10%of statements are out
of balance;
3.4.6 Client-supplied Materials or Inserts do not meet machine, printing or mailing specifications;
3.4.7 Client-provided envelopes are glued together;
3.4.8 Failure of Client to provide a correct,accurate or complete Statement of Information;
3.4.9 Failure of Client to approve or provide visual documentation,faxed statements,or balancing
information;
3.4.10 Failure of Client to supply adequate advance postage;
3.4.11 Failure of Client to approve,in writing,the mailing of Statements that are over one ounce
in weight;
3.4.12 Failure of USPS to accept mail;
3.4.13 Requests for custom programming without sufficient advance notification;
3.4.14 Requests for changes in SunGard-entered"text"without sufficient advance notification;
3.4.15 Failure to supply Inserts at least three(3)business days prior to SunGard's receipt of the
applicable Client Data;
3.4.16 Changes in Client's record format;
3.4.17 Procedural changes required by the Client;
3.4.18 Failure of Client to pay fees and costs due hereunder;
® 3.4.19 Failure to supply sufficient Inserts for a mailing;or
3.4.20 In excess of 35%of the Client Data submitted for a particular mailing is non-machinable.
3.5 Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 3, SUNGARD
MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY NATURE, ORAL OR WRITTEN,
EXPRESS OR IMPLIED, REGARDING THE SERVICES PROVIDED TO CLIENT UNDER THIS
AGREEMENT, OR ANY OTHER MATTER, ARISING FROM COURSE OF DEALING, COURSE OF
PERFORMANCE, USAGE OF TRADE, QUALITY OF INFORMATION, OR OTHERWISE, INCLUDING
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
NON-INTERFERENCE,OR NON-INFRINGEMENT.
3.6 Limitation on Damages. SUNGARD'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL
UNDER NO CIRCUMSTANCES EXCEED THE GREATER OF$5,000 OR THE FIRST THREE MONTHS'
STATEMENT PROCESSING FEES.
3.7 Consequential Damage Exclusions. UNDER NO CIRCUMSTANCES SHALL SUNGARD BE
LIABLE TO CLIENT OR ANY OTHER PERSON FOR LOST REVENUES, LOST PROFITS, LOSS OF
BUSINESS, OR ANY INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL, SPECIAL, OR
PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING SUCH DAMAGES ARISING FROM
ANY BREACH OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL SUNGARD BE LIABLE
FOR THE TRUTH,ACCURACY,TIMELINE SEQUENCE OR COMPLETENESS OF ANY CLIENT DATA
PROVIDED BY CLIENT OR PROCESSED BY SUNGARD, OR FOR ERRORS, MISTAKES OR
OMISSIONS THEREIN.
3.8 Force Maieure. Neither party shall be liable for, nor shall either party be considered in breach of this
Agreement due to,any failure to perform its obligations under this Agreement(other than its payment obligations)as a
result of a cause beyond its control, including any act of God or a public enemy,act of any military, civil or regulatory
authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of
• communications, power or other utility, labor problem, unavailability of supplies, or any other cause, whether similar
or dissimilar to any of the foregoing, which could not have been prevented by the non-performing party with
reasonable care.
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3.9 Other Limitations. The warranties made by SunGard in this Agreement,and the obligations of SunGard
under this Agreement, run only to Client, and not to its customers or any other Persons. Under no circumstances will
any customer of Client or any other Person be considered a third party beneficiary of this Agreement or otherwise
entitled to any rights or remedies under this Agreement. No action or claim of any type relating to this Agreement may
be brought or made by Client more than one(1)year after Client first has knowledge of the basis of the claim.
4. CONFIDENTIALITY AND RESTRICTIONS
4.1 Confidential Information. All Confidential Information of one party ("Disclosing Party") in the
possession of the other ("Receiving Party"), whether or not authorized, shall be held in strict confidence, and the
Receiving Party shall take all steps reasonably necessary to preserve the confidentiality thereof. One party's
Confidential Information shall not be used or disclosed by the other party for any purpose except as necessary to
implement or perform this Agreement, or except as required by law,provided that the other party is given a reasonable
opportunity to obtain a protective order. The Receiving Party shall limit its use of and access to the Disclosing Party's
Confidential Information to only those of its employees whose responsibilities require such use or access. The
Receiving Party shall advise all such employees, before they receive access to or possession of any of the Disclosing
Party's Confidential Information,of the confidential nature of the Confidential Information and require them to abide
by the terms of this Agreement. The Receiving Party shall be liable for any breach of this Agreement by any of its
employees or any other Person who obtains access to or possession of any of the Disclosing Party's Confidential
Information from or through the Receiving Party.
4.2 SunGard's Proprietary Items and Ownership Rights. SunGard's interfaces, and SunGard's Statement
Cycle processing programs, and the source code and object code thereof, and all ideas, methods and concepts used in
developing or incorporated into the such programs and all revisions, modifications, refinements, releases, versions,
enhancements and improvements thereof(collectively, "Proprietary Items") are trade secrets, confidential information
and proprietary property of SunGard, having great commercial value to SunGard, and that the development and design
of the Proprietary Items have involved and will involve the expenditure by SunGard of substantial amounts of time and
money and the use by SunGard of skilled experts. All Proprietary Items provided to Client under this Agreement are
• being provided on a strictly confidential and limited use basis. Client shall not, directly or indirectly, communicate,
publish, display, loan, give or otherwise disclose any Proprietary Item to any Person, or permit any Person to have
access to or possession of any Proprietary Item. Title to all Proprietary Items and all related patent, copyright,
trademark, service mark, trade secret, intellectual property and other ownership rights shall remain exclusively with
SunGard, even with respect to such items that were created by SunGard specifically for or on behalf of Client. This
Agreement is not an agreement of sale,and no title,patent,copyright,trademark,service mark,trade secret, intellectual
property or other ownership rights to any Proprietary Items are transferred to Client by virtue of this Agreement. All
copies of Proprietary Items in Client's possession shall remain the exclusive property of SunGard and shall be deemed
to be on loan to Client during the term of this Agreement.
4.3 Use Restrictions. Client will not, nor shall it permit any other Person to, (a) use any Proprietary Item
for any purpose or in any manner not specifically authorized by this Agreement, (b) make or retain any copy of any
Proprietary Item except as specifically authorized by this Agreement, (c)refer to or otherwise use any Proprietary Item
as part of any effort to develop a program having functional attributes, visual expressions or other features substantially
similar to those of the Proprietary Items, or(d)remove, erase or tamper with any copyright or other proprietary notice
printed or stamped on,affixed to,or encoded or recorded in any Proprietary Item. Client may not sell, market,license,
sublicense,distribute or otherwise grant to other Persons any right to use any Proprietary Item.
4.4 Notice and Remedy of Breaches. Each party shall promptly give written notice to the other of any
actual or suspected breach by it of any of the provisions of this Section 7,whether or not intentional,and the breaching
party shall,at its expense,take all steps reasonably requested by the other party to prevent or remedy the breach.
4.5 Enforcement. Each party acknowledges that the restrictions in this Agreement are reasonable and
necessary to protect the other's legitimate business interests. Each party acknowledges that any breach of any of the
provisions of this Section 7 shall result in irreparable injury to the other for which money damages could not
adequately compensate. If there is a breach, then the injured party shall be entitled, in addition to all other rights and
remedies which it may have at law or in equity,to have a decree of specific performance or an injunction issued by any
competent court, requiring the breach to be cured or enjoining all Persons involved from continuing the breach. The
existence of any claim or cause of action that a party or any other Person may have against the other shall not constitute
a defense or bar to the enforcement of any of the provisions of this Section 7.
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• 4.6 Client Certifications. From time to time at SunGard's reasonable request, Client shall promptly certify
in writing to SunGard that Client has complied with and is then complying with the provisions of this Section 4.
5. TERM AND TERMINATION
5.1 Duration. The term of this Agreement begins on the date stated on the first page of this Agreement,and
will continue for the number of years stated as the Initial Term on Schedule B, and thereafter for successive one-year
renewal terms unless and until terminated as provided below:
5.1.1 Either party may terminate this Agreement at the end of the Initial Term or any renewal term
by giving notice to the other party at least 180 days before the end of the then current term.
5.1.2 Client may immediately terminate this Agreement,by giving written notice of termination to
SunGard,upon the occurrence of any of the following events:
(a) SunGard breaches any of its material obligations under this Agreement and does not cure the
breach within thirty (30) days (provided that the breach is susceptible to cure) after Client
gives written notice to SunGard describing the breach in reasonable detail.
(b) SunGard dissolves or liquidates or otherwise discontinues all or a significant part of its
business operations.
5.1.3 SunGard may immediately terminate this Agreement by giving written notice of termination
to Client upon the occurrence of any of the following events:
(a) Client fails to pay to SunGard, within ten (10) days after SunGard makes written demand
therefore, any past-due amount payable under this Agreement including interest thereon)that
is not the subject of a Good Faith Dispute.
(b) Client breaches,in any material respect,any of the provisions of Section 4 or Section 6.3.
(c) Client breaches any of its other obligations under this Agreement and does not cure the breach
within thirty (30) days after SunGard gives written notice to Client describing the breach in
reasonable detail.
(d) Client dissolves or liquidates or otherwise discontinues all or a significant part of its business
operations.
5.1.4 Suspension of Services. On the occurrence of any event which would permit SunGard to
terminate this Agreement under Section 5.1.3, in addition to all other rights and remedies which SunGard may have at
law or in equity, SunGard may, without terminating this Agreement, and in its sole discretion and without further
notice to Client, suspend performance of any or all of its Services under this Agreement, until and unless SunGard
determines, in its sole discretion and upon whatever conditions SunGard chooses to impose on Client, to resume
performance of some or all of the suspended Services.
5.1.5 Effect of Termination. Upon termination of this Agreement, (a) Client will immediately
return to SunGard all copies of any Proprietary Items then in Client's possession, and (b) all Services provided
hereunder shall cease. Client will remain liable for all payments due to SunGard with respect to the period ending on
the date of termination,and both parties will remain liable for all obligations to be performed under this Agreement up
to the date of termination. Within thirty (30) days after termination of this Agreement, Client will give notice to
SunGard containing reasonable instructions regarding the disposition of tapes, data, files and other property belonging
to Client and then in SunGard's possession. SunGard will comply with that notice, except that SunGard may retain all
such property until SunGard receives all payments due to SunGard under this Agreement. If Client fails to give that
notice within 30 days after termination of this Agreement, then SunGard may dispose of such property as it sees fit.
The provisions of Sections 3(except Sections 3.1 and 3.2),4 and 6 will survive the termination of this Agreement.
6. OTHER PROVISIONS
6.1 Notices. All notices, consents and other communications under or regarding this Agreement shall be in
writing and shall be deemed to have been received on the earlier of the date of actual receipt, the third business day
after being mailed by first class certified air mail, or the first business day after being sent by a reputable overnight
delivery service. Any notice may be given by facsimile, provided that a signed written original is sent by one of the
foregoing methods within twenty-four (24) hours thereafter. Client's address for notices is stated on Schedule B.
SunGard's address for notices is 350 Automation Way,Irondale, Alabama 35210,Attention:President. In the case of
(a)any notice by Client alleging a breach of this Agreement by SunGard or(b)a termination of this Agreement,Client
shall also send a copy to SunGard Data Systems Inc., 1285 Drummers Lane, Wayne, Pennsylvania 19087, Attention:
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General Counsel. Either party may change its address for notices by giving written notice of the new address to the
other party in accordance with this Section 6.1.
6.2 Entire Understanding. This Agreement, which includes and incorporates the Schedules, and any other
schedules, exhibits and addenda hereto states the entire understanding between the parties with respect to its subject
matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications
between the parties with respect to the subject matter of this Agreement.
6.3 Definitions. As used in this Agreement,the following terms shall have the following meanings:
6.3.1 "Confidential Information"means all business information disclosed by one party to the other
in connection with this Agreement unless it is or later becomes publicly available through no fault of the other party or
it was or later is rightfully developed or obtained by the other party from independent sources free from any duty of
confidentiality.Without limiting the generality of the foregoing,Confidential Information shall include Client Data and
shall also include SunGard's Proprietary Items. Confidential Information shall include the terms of this Agreement,but
not the fact that this Agreement has been signed or the identity of the parties hereto.
6.3.2 "Good Faith Dispute"means a good faith dispute by Client of certain amounts invoiced under
this Agreement. A Good Faith Dispute will be deemed to exist only if(1)Client has given written notice of the dispute
to SunGard promptly after receiving the invoice and (2)the notice explains Client's position in reasonable detail. A
Good Faith Dispute will not exist as to an invoice in its entirety merely because certain amounts on the invoice have
been disputed.
6.3.3 "person,"whether capitalized or not,means any individual,sole proprietorship,joint venture,
partnership, corporation, company, firm, bank, association, cooperative, trust, estate, government, governmental
agency,regulatory authority or other entity of any nature.
6.4 Parties in Interest. This Agreement shall bind,benefit and be enforceable by and, to the extent permitted
hereby,their respective successors and assigns. Client shall not assign this Agreement or any of its rights hereunder,
nor delegate any of its obligations hereunder,without SunGard's prior written consent. Any change in control of Client
party,and any assignment by merger or otherwise by operation of law,shall constitute an assignment of this Agreement
by Client for purposes of this Section 6.4.
6.5 Modification and Waiver. No modification of this Agreement, and no waiver of any breach of this
Agreement, shall be effective unless in writing and signed by an authorized representative of the party against whom
enforcement is sought. This Agreement may not be modified or amended by electronic means without written
agreement of the parties with respect to formats and protocols. No waiver of any breach of this Agreement, and no
course of dealing between the parties,shall be construed as a waiver of any subsequent breach of this Agreement.
6.6 Relationship. The relationship between the parties created by this Agreement is that of independent
contractors and not partners,joint venturers or agents.
6.7 Severability. If any provision of this Agreement is construed to be invalid, illegal or unenforceable,then
the remaining provisions will not be affected thereby and will be enforceable without regard thereto.
6.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so
executed and delivered will be an original hereof, and it will not be necessary in making proof of this Agreement to
produce or account for more than one counterpart hereof.
6.9 Negotiated Terms. The parties agree that the terms and conditions of this Agreement are the result of
negotiations between the parties and that this Agreement shall not be construed in favor of or against any party by
reason of the extent to which any party or its professional advisors participated in the preparation of this Agreement.
6.10 Section Headings. Section and subsection headings in this Agreement are for convenience of reference
only,do not constitute a part of this Agreement,and will not affect its interpretation.
6.11 Controlling Law. This Agreement is made under, and will be construed and enforced in accordance
with,the laws of the Commonwealth of Pennsylvania(without giving effect to principles of conflicts of law).
6.12 Inclusion. As used in this Agreement,the word"including"means"including but not limited to."
6.13 Jurisdiction and Process. In any action relating to this Agreement, (a) each of the parties irrevocably
consents to the exclusive jurisdiction and venue of the federal and state courts located in the Commonwealth of'
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Pennsylvania, (b) each of the parties irrevocably waives the right to trial by jury, (c) each of the parties irrevocably
4) consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at
which the party is to receive notice in accordance with Section 6.1, and (d) the prevailing party shall be entitled to
recover its reasonable attorney's fees(including,if applicable,charges for in-house counsel),court costs and other legal
expenses from the other party.
WITNESS THE DUE EXECUTION AND DELIVERY HEREOF AS OF THE DATE FIRST STATED ABOVE.
SUNGARD MAILING SYSTEMS,A DIVISION OF
SUNGARD BUSINESS SYSTEMS INC.
By:
Print
Name:
Title:
Date:
CITY OF DANIA BEACH,FLORIDA
ATTEST: BY:
ayor- isS"i r
v,
Louise Stilson, City Clerk Ivan rzfo City Manager
r
APPROVED AS TO LEG ,SUFFICIENCY:
Thomas J.A nsbro, City Attorney
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Schedule A
Services
A. DESCRIPTION OF BASE SERVICES:
1. Set-Up of Statement Cycle Mailing Process(migration of Client Data and Design of Client Format). This
format will be completed by June 14,2004 and that SunGard will start processing monthly billing effective
June 14,2004.
2. Statement Cycle Mailing Process: processing,printing,inserting and mail distribution of Client's
statement/letter cycle mailings("Statement Cycle Mailing")on a[monthly] [quarterly]basis("Statement
Cycle"),
3. Acquire(at Client's expense),warehouse and control a 90-day inventory of Generic Materials or up to a
six-month inventory of Custom Materials for the Statement Cycle Mailing Process.
4. Reports. At the end of each Statement Cycle, SunGard shall print a report listing all of the
addresses without ZIP codes or other required items for mailing.
5. Additional Services Included:
• CASS(Coding Accuracy Support System)Certification of all Client requested mailing names.
• Specific Client related job program development, maintenance and backup to support print and
mail application.
• High-speed simplex laser printing in Client Format.
• Itemized billing of all materials and services.
B. CLIENT DATA:
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Schedule B
Certain Business Terms
Initial Term: Two (2)years
Client's address for invoices: City of Dania Beach,Florida
100 West Dania Beach Blvd.
Dania Beach, FL 33004
Client's address for notices: Same as above
SunGard's wiring instructions: AmSouth Bank of Birmingham
Account Number: 00075775212
ABA Routing Number: 062000019
[SunGard must be notified in advance of wiring]
0
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Schedule C
Fees and Costs
Frequency of
Service Amount Payment
A. STATEMENT CYCLE MAILING PROCESS
SET-UP EXPENSES:
1. Non-Recurring Engineering and Interface Development $3,000.00 One-time
(Migration of Client data)
• Customized Transactional Data Processing Programs
• Custom and Fully Dynamic Designed Printing Platform
• Graphical Design of generic Statements and other Client
Correspondence
2. Customized Client Format TBD TBD
B. STATEMENT PROCESSING FEES:
1. Statement Processing—
•First page $0..10 Per page
(includes:full data processing and laser printing,
variable fonts, logos,customized messaging,folding,
insertion,postal optimization and mailing)
is •Laser Printed Static backer page $0.03 Per page
•Additional pages of multipage documents $0.05 Per page
(includes:full data processing and laser printing,
variable fonts, logos,customized messaging,folding,
insertion and duplex printing)
•Duplex Printing Variable data $0.035 Per page
2. Late Notices or Past Due Mailings $0.10 Each
(includes:full data processing and laser printing,
variable fonts, logos,customized messaging,folding,
insertion and mailing)
C. INTELLIGENT INSERTION FEES:
I. Intelligent insertion of Statement page(s) Included at no charge
2. Machine insertion of Inserts* $0.008 Each insert per
Statement
*Must meet SunGard inserter specifications
3. Hand insertion $30.00 Per man-hour
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Frequency of
Service Amount Payment
D. GENERIC MATERIALS FEES:
1. 8.5"x 11"Micro Perforated Stock $0.012 Each piece
(24 lb.,white,blue,red,green,brown,yellow)
2. 8.5"x 1 I"Plain Xerox Compatible Stock(20 lb.)$0.006 Each piece
3. #10 Double Window Mailing Envelope(24 lb.) $0.016 Each
4. #9 Single Window Remittance Envelope(20 lb.) $0.014 Each
E. CUSTOM MATERIALS SETUP AND HANDLING CHARGES
I. Custom Form $200.00 Per Form
2. Custom Insert $200.00 Per Insert
3. Custom Envelope $200.00 Per Envelope
F. CUSTOM MATERIALS FEES: Per quote Each
H. OPTIONAL SERVICES FEES
1. Variable"highlight color"laser printing $0.02 Per image per page
2. Statement consolidation or"Householding" $0.09 Per Statement
(merging of multiple statements into one envelope)
3. Custom programming(after initial client setup) $125.00 Per hour
4. Rush programming of special client request $250.00 Per hour
5. Off-line folding $50.00 Per 1,000
6. Flat mailings in 9"x 12"envelopes $0.65 Each
includes envelope and special handling)
7. Faxing Statement form to the Client for approval $50.00 Per fax
8. File splits: First split No charge
Additional splits $50.00 Per split
9. Folding of Client-provided Inserts $20.00 Per 1,000
10. File search $50.00 Minimum
2.00 Per record
10. CD-ROM Archival
Cost per page image $0.02 Per image
Disc duplication(at time of creation) $100.00 Per disc
11. CSD Image View $0.02 Per image
13. Data Suppression $0.10 Per record
14. FAST Forward(automatic address correction&updating $0.03 Per record
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Schedule D
Material Specifications For Inserts
Current Specifications (Bell&Howell Phillipsburg and Mailstar inserting machines):
A. Inserts
1. Size Range
a) Maximum length is 9 1/2"
b) Maximum width is 6"
c) Minimum length is 6"
d) Minimum width is 3 1/2"
* Note that size maximums are subject to a minimum of/4"clearance on all sides. A minimum clearance of%"is
suggested.
2. Thickness Range
a) Minimum is 18 lb.paper stock
b) Maximum is 1/4"
3. Folds
® a) Inserts should have folded edge along its length
b) Half folds and c-folds are acceptable
c) Side folds,accordion folds and z-folds cannot be accommodated except through hand
insertion which will extend the turnaround time indefinitely.
Any deviations from the above specifications in inserts may delay the Statement Cycle Mailing Process and may also
require additional charges.
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Agenda Request Form
City of Dania Beach
Agenda Item:
Date of Commission meeting: 4/13/2004
Description of Agenda Item: Approve a two-year agreement with SunGard Mailing Services
Commission action being requested:
Adopt Resolution or Ordinance g Expenditure ® Award BID / RFP ❑
Presentation ❑ General approval of item ❑ Continued from meeting
azpaOther�(Please explain) i ���y 3
.K"M
Summary explanation�a d bad g and _ r
With the conversion of the new utility billing software, the City can no longer issue its billing in a postcard
format. It has to be changed to a statement format and more labor intensive in mailing out the billings
Staff perform analysis and is recommending to contract this service out.
Attache`dexhibits and atlditio al backup matenals (Please list):
Staff Memo
Contract
Resolution
For purchasing requests ONLY
Department: Amount:
Fund: General: ❑ Water: g Sewer: g Stormwater: ❑ Grants: ❑ Capital: ❑
Account Name: Professional Services Account Number: .31-10
Submitted by: pvarney Date: 4/6/2004
Department Director: Date:
Admin. Services Director: Date:
Finance Director: Date:
City Manager: Ivan Pato Date: 4/6/2004
• - CITY OF DANIA BEACH
DEPARTMENT OF FINANCE
MEMORANDUM
TO: Ivan Pato Memo: DF-04-22
FROM: Patricia Varney
DATE: April 6, 2004
SUBJECT: Contract of water bill printing and mailing service
Purpose
To engage SunGard Mailing Services.
Background
For the past 6 months, the Finance Department has been working diligently attempting to
convert the utility billing from CitySoft to SunGard H.T.E. system. We have encountered
one problem after another, which includes bill print, ability to read the barcode from the
billing as well as handheld issues. With numerous attempts including changing from
barcode to OCR format and purchase new OCR readers, the system still fails to read the
account number. The City billed in three cycles of which more than 1,500 accounts in
each cycle monthly. In order to process payment on a timely basis we need the barcode
reader to assist in registering the billing accounts. After checking with all difference
sources by H.T.E., the City has to go to a statement format instead of the current postcard
size. Since, we do not have the equipment of folding and stuffing the invoices, and the
cost of purchasing one is $6,740 as well as the time involved by staff of sorting the mails,
I am proposing to contract the printing and the mailing of the invoices.
Some of the advantages of contracting out this service will include increase in cash flow,
as return envelope is automatically attached to the invoice, and the City can also provide
information to the citizens to be printed at the back of the billing. Further, Finance
received a lot of complaints of customers not receiving their bills as the current postcard
size can be easily lost in the mail. Hopefully with the changes to a letter size statement
billing, it will reduce some of the error.
CitySoft is phrasing out and support will not be provided effective October 1, 2004. The
City cannot delay this conversion any further. The annualized additional cost is
approximately $2,659. However, this does not include an automatic return envelope.
•
Attached is a summary of the estimate of the additional cost.
Cost per unit Vol @ mth Amount
Contractual
Costs per billing 0.152 4600 $8,390
Cost for delinquent 0.1 1000 $1,200
Cost for final billing 0.152 200 $365
Total incurring costs $9,955
MW ✓ i:
In house Annual Amount
Printing of invoices $62.6 @ 1000 60000 $3,756
Printing of delinquent invoices $62.6 @ 1000 12000 $751
Envelopes $220 @10,000 72000 $1,584
Ribbons $25 20 $500
Maintenance of Folder Machine $705
Total Incurring costs $7,296
:-
�oiii am
Net Additional Cost $2,659