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HomeMy WebLinkAboutCity of Tamarac Resolution R-2020-036 Temp. Reso. #13428 05/10/2020 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2020 - J 3LP A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, APPROVING AN ASSIGNMENT AGREEMENT TO ASSIGN THE CONTRACT AWARD OF UTILITY BILLING, PRINTING AND MAILING SERVICES FROM SOUTHWEST DIRECT, INC. TO INFOSEND, INC. PURSUANT TO THE PURCHASE OF THE ASSETS OF SOUTHWEST DIRECT, INC. BY INFOSEND, INC. FOR THE REMAINDER OF THE CONTRACT TERM THROUGH JUNE 25, 2021 AND INCLUDING ANY OF THE REMAINING TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS UTILIZING A COLLIER COUNTY, FLORIDA CONTRACT #18-7312; AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE THE AGREEMENT BETWEEN THE CITY OF TAMARAC AND SOUTHWEST DIRECT INC.; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Tamarac desires to provide a consistently high level of customer service; and WHEREAS, the City of Tamarac produces approximately 20,000 utility bills per month; and WHEREAS, The City Commission of the City of Tamarac awarded an Agreement for Utility Billing "Printing and Mailing Services" to Southwest Direct, Inc. as Resolution R-2018-97 at its August 22, 2018 Commission meeting utilizing Collier County contract number 18-7312; with a term running through June 25, 2021 with up to two (2) additional one (1) year renewal options, a copy of said resolution is on file with the City Clerk; and Temp. Reso. #13428 05/10/2020 Page 2 WHEREAS, City Code Sec. 6-155 allows the Purchasing/Contracts Manager the authority to procure supplies, materials and equipment, which are the subject of contracts with the United States government, or other governmental agencies, and when the best interest of the City would be served; and WHEREAS, on November 15, 2019, InfoSend, Inc. entered into an agreement with Southwest Direct, Inc. to acquire all of the assets of Southwest Direct, Inc., thus establishing a Florida location for InfoSend, Inc., WHEREAS, on March 10, 2020, the Collier County Commission approved an assignment agreement which assigned the award for Collier County Agreement number 18-7312 from Southwest Direct, Inc. to InfoSend Inc., a copy of such agreement and resolution is included herein as Exhibit "1"; and WHEREAS, it is the recommendation of the Interim Director of Financial Services and the Purchasing and Contracts Manager that the City Commission approve an Assignment Agreement to assign the award originally made to Southwest Direct, Inc., which was approved by the Tamarac City Commission via Resolution R-2018-97 on August 22, 2018, to InfoSend, Inc. to provide Utility Billing Printing and Mailing Services through the initial contract term which ends on June 25, 2021, and for up to two (2) additional one (1) year renewal options available thereafter, and to authorize the appropriate City Officials to execute the Assignment Agreement between the City of Tamarac and InfoSend Inc., a copy of said agreement is included herein as Exhibit "2".; and Temp. Reso. #13428 05/10/2020 Page 3 WHEREAS, the City Commission of the City of Tamarac, Florida, deems it to be in the best interest of the citizens and residents of the City of Tamarac to approve an Assignment Agreement to assign the award originally made to Southwest Direct, Inc., which was approved by the Tamarac City Commission via Resolution R-2018- 97 on August 22, 2018, to InfoSend, Inc. to provide Utility Billing Printing and Mailing Services through the initial contract term which ends on June 25, 2021 , and for up to two (2) additional one (1) year renewal options available thereafter, and to authorize the appropriate City officials to execute the Assignment Agreement between the City of Tamarac and InfoSend Inc. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution upon adoption hereof. SECTION 2: The City Commission approves the Assignment Agreement between the City of Tamarac and InfoSend, Inc., and the appropriate City officials are hereby authorized to execute the Assignment Agreement between the City of Tamarac and InfoSend, Inc. to assign the award originally made to Southwest Direct, Inc., which was approved by the Tamarac City Commission via Resolution R-2018- 97 on August 22, 2018 to InfoSend, Inc. to provide Utility Billing Printing and Mailing Temp. Reso. #13428 05/10/2020 Page 4 Services through the initial contract term which ends on June 25, 2021, and for up to two (2) additional one (1) year renewal options available thereafter. SECTION 3: The City Manager or his designee is hereby authorized to approve any renewal options available. SECTION 4: Funding is available for the payment of Utility Bill Printing and Mailing from the appropriate account. SECTION 5: All Resolutions or parts of Resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 6: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 7: This Resolution shall become effective immediately upon its passage and adoption. Temp. Reso. #13428 05/10/2020 Page 5 PASSED, ADOPTED AND APPROVED this - , t< day ofit/(41_ , 2020. ..Lit G MICHELLE J. p EZ MAYOR ATTEST: &'%Ic..G I2____ JENNI ER JOH SON, C CITY CLERK RECORD OF COMMISSION VOTE: MAYOR GOMEZ lied_ DIST 1: V/M BOLTON 1s DIST 2: COMM. GELIN _/ cal DIST 3: COMM. FISHMAN ---- -- DIST 4: COMM. PLACKO ___ I HEREBY CERTIFY THAT I HAVE APPROVED THIS RESOLUTION AS TO FORM: (-----),c9...,L, &J ) (e I`I-I2Uw tli/ AMUEL S. GOREN CITY ATTORNEY TR 13428 EXHIBIT 1 ASSUMPTION AGREEMENT T 's ASSUMPTION AGREEMENT is made and entered into on this (('� of Met.01 , 2020 by and between InfoSend, Inc., ("InfoSend") and Collier County, a political subdivision of the State of Florida("County"). WHEREAS, on June 26, 2018 (Agenda Item 16.C.7), the County awarded Agreement #18-7312"Printing and Mailing Services"to SouthWest Direct,Inc.,for the printing and mailing of Collier County Water-Sewer District(CCWSD)water,wastewater,and irrigation quality water utility bills hereinafter referred to as"Agreement" and attached hereto as Exhibit A together with the First Amendment dated January 11,2019; and WHEREAS, on November 12, 2019, InfoSend, as Buyer, executed an Asset Purchase Agreement with SouthWest Direct,Inc.,as Seller.,acquiring certain tangible and intangible assets; and WHEREAS, InfoSend, hereby represents to Collier County that by virtue of this Asset Purchase Agreement,InfoSend is the successor in interest to in relation to the Agreement. NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement,and for other good and valuable consideration,the receipt and sufficiency of which are acknowledged by the parties;it is agreed as follows: 1. InfoSend accepts and assumes all rights, duties, benefits, and obligations of the Contractor under the Agreement, including all existing and future obligations to pay and perform under the Agreement. 2. InfoSend will promptly deliver to County evidence of insurance consistent with the Agreement. 3. Further supplements to, or modifications of, the Agreement shall be approved in writing by both parties. 4. Notice required under the Agreement to be sent to Contractor shall be directed to: InfoSend,Inc. 4240 E.La Palma Avenue Anaheim, CA 92807-1816 Main Phone: 714-993-2690 Attention: Roxana Weil,Executive Vice President 5. The County hereby consents to InfoSend's assumption of the Agreement in order to continue the services provided under Agreement #18-7312. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat InfoSend as the Contractor for all purposes under the Agreement. Except as provided herein, all other terms and conditions of the Agreement remain in full force and effect. Page 1 of 2 IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal K.Kinzel, Clerk or Court& COLLIER COUNTY,FLORIDA Comptroller 1 44,1417.1....,e-eibbi."-- B P' ' By: I > : ; rl ,Deputy Clerk Burt L. Saunders,Chairman '`;�Axtest.astt4 Contractor itnesse W s: CONTRACTOR: INFOSEND,INC. i ,'1I!) D By: '� Firs Wc l�Witness Sign to �516�' iYCeS cd, e-4 �-1 i CL (JU ,-Corm TType/print signature and titleT T ype/print witness nameT Second Wi ss TType/print witness ameT Approved s o and Legali By: Coun A i • f I Page2of2 v EXHIBIT LA_ FIXED TERM SERVICE AGREEMENT ## 18-7312 for Printing and Mailingcn Services made and entered into on this Ct tQ�`\ day of 11 2018 , THIS AGREEMENT,by and between SouthWest Direct Inc. authorized to do business in the State of Florida, whose business address is 2129 Andrea Lane Fort Myers, FL. 33912 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a three (3 ) year period,and commencing IMi upon the date of Board approval or n on terminating on three (3 ) year(s) from that date or untild all ou have tseaend ngco Purchase e Order(s) issued prior to the expiration of the Agreement pert r terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2 ) additional one (1 _) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The'County °tention to extend the Agreement term peohtoChetendtor of written notice of the County's the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a ©Purchase Order❑No -reseed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance g}the terms and conditions of U Request for Proposal31g(RFP) nncluding all Attachment(s), Other ( ) Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. 1M The Contractor shall also provide services in accordance with Exhibit A- Scope of Services attached hereto. Page 1of17 Fixed Term Service Agreement 112017-002(Ver.1) S 3.1 This Agreement contains the entire understanding between the parties and any • modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 1 4.1 Price Methodology (as selected below): rojo t-the risks-a-re n Lump So • rented, rather, the contractor must perform to the is authorized. En ,� n\rQ ' time sp ' `0Y" Ant „ P� in tha of hours times hou Is and e +{a , gy--is gonerally use444:3-prs}ects-i-R ty ostimate the size of ths-pi•e}er 1e ct up desr 1 de number roll records), rx►a I. 0 Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). F 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six(6) months after completion of the Agreement. Any untimely submission legal ofinvoices beo "onddh the specified deadline period is subject to non-payment under as untimely submitted. Time shall be deemed of the essence with respect to the timely h submission of invoices under this Agreement. 1 Page 2of17 Fixed Term Service Agreement t120I 7-002(Ver.1) i • 4.4 ❑ • i•+ rsable--E--xp8 eS4 Travel and 1 soon 112.061 Fla. Stets. i i 1 M4ea}e $944-5-par- ila Breakfast $6,04 Lunch 0 Dinner $ 00 class faro _Airfare Rental car vehicles I Lodging Actual cost of lodigi+ -at single occupancy r it-a t er night Parking ctual cost-of either taxi or airpoPt4ipacusi-n-e a s provided-alb- + stor-Shall be L greement. . 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof,which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is I exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption #85-8015966531 C, I. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: II 1 • Company Name: SouthWest Direct Inc. Address: 2129 Andrea Lane Fort Myers, Florida 33912 i illy ; Authorized Agent: Mariusz Bielecki, President i Attention Name & Title: Telephone: 239-768-9588 E-Mail(s): marty@swdirect.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Page 3 of 17 SFixed Term Service Agreement#2017-002(Ver.1) Board of County Commissioners for Collier County, Florida Division Director: Joe Bellone Division Name: Utilities Finance Operations Address: 4420 Mercantile Avenue Naples, Florida 34104 Administrative Agent/PM: Vanessa Soriano, Revenue Supervisor Telephone: 239-252-6035 E-Mail(s): Vanessa.Soriano@colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. hetCouuntyrand the Contractor or tot constitute the Contractor as an ng a • partnership agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor.The County will not be obligated to pay for any permits obtained by Subcontractors. { ! Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor part r of the if the County or its authorized representative shall deem anyconduct Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. Page 4 of 17 Fixed Term Service Agreement#20i7-002(Ver.l) ii 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of the non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions li of the services not performed. I 11. NO DISCRIMINATION.The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. U Commercial General Liability: Coverage shall have for minim um limits of Injury Liability $1,000,000 Per Occurrence, $2,000,000 aggregate and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B;0 B.us-inas ov S Auto Uiabi &a e shall have minimum bits of u $ Per Occurrent , d-Nen Owned . is-shall include: Vehicles-and--Empley wr� ee n-9arsh-ip" C. Ill Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $ 100,000 for each accident. ID, n o maintained by th Ar7 cnt. (' tict+s--insurance, elairn-a cl--agg-Pegate- ! E. Imo}Cyber Liability: Coverage shall have minimum limits of$ 1,000,000 per claim. R I I ; Sau$ra urn l• ar maim. i Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance , Page 5of17 Fixed Term Service Agreement#2017-002(Ver.1) 1 Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until • the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, its ins�rereand nothingn-rnewal or acontained herein terial change in coverage or limits received by Contractor shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. j: 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officersorand limited toployees from e any and all liabilities, damages, losses and costs, including, but ab whether resulting from any claimed breach of this attorneys' fees and paralegals' fees,Ei Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent the caused by the negligence, recklessness, utilized by or intentionally Conitractlor in ongful theperfoormanct of e of this Contractor or anyone employed or e or Agreement. This indemnification obligation otherwl iset be may be tava�able to a to negate,n{nIndemnified reduce any other rights or remedies party or person described in this paragraph. • This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists r Thedldulyoto any te arisesitymmedi immediately of the Contractor,upon County and any indemnifiedparty. provided to presentation of a claim by any party and written notice of such claim being Contractor. Contractor's obligation to of th�emnify and Agreement defenduntil is determined under hicle 13 by finawill j Judgment the expiration or earlier termination that an action against the County or an indemnified party for the matter indemnified • hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This j. Agreement shall be administered on behalf of the County by the Utilities Finance Operations page 6 of 17 Fixed Term Service Agreement#2017-002(Ver.l)) 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16, COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), [ Exhibit A Scope1c f Services, Exhibit B Fee Schedule, 0 RFP/ ITB/� c __--- Li2 Exhibits, Attachments and Addenda/Addendum, U (1+hor Gvhihi+IQ++�nhmnn}; 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual yany gift, loan, fee, service or other shall offer or give, either directly or indirectly, favor, item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County !; Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any Prohib tionoby the of the firm from contact with County staff for a specified period of time; b individual and/or firm from doing business with the County for aspecified period immediate of time, including but not limited to. submitting bids, RFP, a quotes; termination of any Agreement held by the individual and/or firm for cause. 20, COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception rlocstipulation laws, that cod it agrees to comply, at its own expense, with all federal, state licable to this Agreement, including ordinances, rules, regulations and requirements app but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDERECORDS PUBLIC LC ATING RECORDS THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC AT: Page 7 of 17 Fixed Term Service Agreement#2017-002(Ver.1).,,, Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2, Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3, Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4, Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor the sepviandif theiCi ntprubli c c records required by the public agency to perform transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.e en s If the Contractor keeps and maintains public records uponcompletion ct, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, h ite sawlhall promptly notify the County in writing. Failure by the Contractor to comply N referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVssful ERNMENTAL extending l the ENTITIES. pricing, terms and unty encourages and agrees to the conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22, PAYMENTS WITHHELD. The County may decline to approve any application for thereof, because of defective or incomplete work, subsequently ions whole or or portions payment, p nullify the discovered evidence or subsequent inspections. The Contractor may fy any part of any approval for payment previously issued and the Contractor may withhold Page 8of17 Fixed Term Service Agreement#2017-002(Ver.1) I• Opt) , any payments otherwise due Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. I If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated •obligations of Contractor to the County,whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. 23. ❑ CLEAN UP. -ee Work, Work. ,,y,. ��,}}��� � , 1 , �LH�Fiq , 24, STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, I well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent,ent o insubordinate n CollierCounty projects otherwise is objectionable s is not in the best interest of the County continued employment 25. ❑ WARRANTY: Contractor expressly warra ifled, and equi-prhah • d-#rs' u nt8rost or other the purpos oment shall be provid eapted p particular sa-mice. These-war-ra shall survive inspediGh-, aooptance, pa s-age of title County. #hw--Gehtract Documonti shall b ' . s.-�en#r2�t fabr+aators, supplae�rs-or-{recess Documents- , receip hall-atso-be-responsi-P la-farp ay Page 9 of 17 Fixed Term Service Agreement H2017-002(Ver.l) These warranti 26. e spes+fisall -nspected, tested or approved, + estiea erewith I sty- 'II 27 n pRn�orB_rt1nN nF �n►O A. Co rom loss-or-dam-a of-any such to ont has been-made, ff--Cso ctor or ' rate ctor. r We to the Project, if Contractor, or its subcontractors, a immediately notify tho County. The County-s Co d-laOhe-Ce 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials form specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change, Except in an emergency endangering life or property, I or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. j ' Any modifications to this e in effect at the me such modificationsare authorized. gte in Ii County Procurement i Ordinance and Procedures 30. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or i otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. Page 10 of 17 Fixed Term Service Agreement#2017-002(Ver.l) i CD 31. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 32. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's boardthor for approval. Should either party fail to submit to mediation as required hereunder, theparty may obtain a court order requiring mediation under section 44.102, Fla, Stat. 33. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction j ! on all such matters. 34. Al KEY PERSONNEL. The Contractor's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete the services on ai{timely basiet s, e and rnd each ser son n assigned shall be available for an amount of time adequate dates. The Contractor shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Contractor shall make commercially rrfinalppro� I ofnotify proposedpropoCollier sed replacement within seven (7) days of the change. The Countyetains personnel. I. n A('RFF�AFAIT CTAFF►��C' Tha( nn+r am+pr' � � The County as--in IBS mired sew+ces. Page 11of17 Fixed Term Service Agreement#2017-002(V��J 35. W. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. U (ORDER (lF pREr EDENCE /z_,-rr�T;± ��� B en or among-the-ter-ills-of-any of th ers of precedence over the Agreement. To th Doournents-cannot-be--ressi d-by-ap {cation-ef-the-S pfe +h=_ gr ent the conflict shall b Gter--at-County's discretion. 36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor of, it t its ss pbound assign nd Is to agreement or ssume toward Cont Contart ractor l of th shall require obligations and assignee be bound t responsibilities that Contractor has assumed toward the County. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to thet and local under taw is Agreement This may include, but not be limited to, checking federal, records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records, Contractor the rshalla bet re y requ at least ired to maintain records on each employee and make them available four(4)years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on the Cote y facilities and properties. Contractor ID badges are valid for one (1) year em f issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. incident.Failureto notify within four (4) hours of separation may result in a deduction of $500 per BGoll+er-County are 38. ❑SAFE -r�s o►�actors per#ert�ir�}-sgr�ioe� { ply-with-all--Occupational Safety-and Hea Page 12 of 17 Fixed Term Service Agreement#20 i 7-002(Ver.I) Qy� dal-cage to any persons or propa }-within--and around tha work site. Collier County COwsr}t has authorized the eco Safety and Health� anai of way andlor-right orations. This provis•on is non- negotiable by any divisionidepartment andlor-C,-ontractor. All appli r jeot--t l-at4atein rty-wh . is+en , • I (Intentionally left blank-signature page to follow) • f Page 13 of 17 Fixed Term Service Agreement#2017-002(Ver.l) O pb IN WITNESS WHEREOF,the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF U Y COMM ERS COLLIE OU Y FLOR CRYSTAL I{.K7NZEL, . � By: , Jl., 1 ( 0 " t By Andy Solis, Esq. , Chairman 1 Dat6da j Contr �� a����`,5�� �lresses: SouthWest Direct Inc. j Contractor 6-\ id/ ,'Clifb By: C n ractor's i Witness /�Signatu e 1,a` f ,,o% c��T 1 V}r( 1 M dro 5 1'Type/print signature and titlel TT pe/print wit es namel jsiv Con rector's Seco d Witness AUG\ Me4- 0-YAA TType/print witness namel Ap o ed as t r and Legality: Cou ty Attorney Print Name Page 14 of 17 Fixed Term Service Agreement 0017-002(Ver.I Exhibit A Scope of Services ❑/ following this page (pages 1 through 2 ) ❑ this exhibit is not applicable 1 Page 15 of 17 Fixed Term Service Agreement#2017-002(Ver.I) SCOPE OF WORK The selected contractor shall be responsive to the Financial Operations/Utility Billing Customer Service (FOS/UBCS) services es to complete the entire scope of sests which lll rvibe e, inclusive of labor, equipment, materials and other 1. Data, Security and Technical Support a. Provide a secure FTP site, or approved equivalent, for FOS/UBCS to send, and the vendor to receive the daily files from FOS/UBCS in the format identified by the County. b. Provide all technical support staff, software and equipment to complete the entire scope of work. c. Ensure that the County's data is protected, secured and not shared with third party vendors, or other individuals, in accordance with local, state and federal regulations. d. Provide a "1-800" toll free or local telephone number for FOS/UBCS support; telephone support must be between 7:OOAM-5:OOPM (Collier County Local Time), Monday-Friday. e. Provide a four(4) hour, or less, response time for technical calls. f. Provide for an escalation of issues system, along with contract names, telephone numbers and emails. g. Provide for redundant data and equipment delivery systems in the event of a declared or undeclared th eclat elossuofy) disaster. A disaster is operational capability at the defined vendor's(primary location, weather ford, or the other catastrophic execution and delivery of service in this RFP. 2. Internet Site a. The vendor is required to upload customer bills to the vendor's website on completion of each cycle printing and maintain a minimum of eighteen (18) months of bills for each account. FOS/UBCS customers will access this site via a linofroom the ills em outhinty's inline ne account access website. FOS/UBCS will replicate the printing event customers do not have access to the Internet. Any inserts will be uploaded to the vendor's website as well as the County's website. 3. Design, Print, Meter and Mail Services a. Provide complete FOS/UBCS invoice (bill, insert and envelope) design, printing, metering and processing of all bills per approved FOS/UBCS prototype acceptance. Bills must lus billine g printed with the following names, addresses, bar codes, OCR characters, p usage information and graphical images (graphical images may or may not apply), per FOS/UBCS specifications. b. Provide for on-going changes to design of bills or inserts at the request of FOS/UBCS. Quotes will be provided for all bill design changes and inserts printed by vendor. Quotes for inserts should include a per thousand bases as well as full customer base distribution. c. Provide for a maximum of two one page "8 1/2 inserts would rlionet"8h/2 14" folded insert, with option for multiple pages. Collier County es for printing in the range of 70,000 flyers. Inserts can be flyers, brochures, etc. d, FOS/UBCS data sent to the FTP site by noon each day must be processed, printed, metered and mailed the same day. Data sent after noon, must be processed, printed, metered and mailed by noon the following day, from the date e. The customer due date that is printed on the bills must be twenty (20) days the bill is printed (i.e. if the print date is 10/1/17, the customer due date is 10/20/17). f. Provide for separation oob�el retu are nrenvelo'pes or targeted messages)rafts and other • auto pay methods will not receive p g. Provide for separation of bills where customers have elected to receive email notification of e-Bill availability via the County's website and send emails as appropriate. h. Provide for email delivery failure notification with rejection codes by billing cycles. i. Provide for the printing of duplicate bills to a secondary address based on data in the bill file. j. Provide for the lowest prevailing first-class meter rate available for the Utility bill metering. k. Outgoing bills via USPS should be post marked with a Florida (preferably Collier or Lee County) post mark, unless mailed under a disaster condition. I. Bills must be printed so that the use of return paper, envelopes, postage, etc. by billed customers is minimized. m. Provide for daily reports in Excel format of what has been printed, mailed, metered by class, etc. n. Provide reports for reconciliation of fees charged to Collier County. I ; 4. Miscellaneous } a. Vendor will be required to comply with USPS Cass/Mass Standards (notification of non- compliance is to be reported in written format to Collier County within one (1) business day of notification by the USPS). b. Vendor will also have certification of USPS NCOA — Link system (notification of non- compliance to be reported in written format to Collier County within one (1) business day of notification by the USPS). c. Ensure compliance with USPS address verification/validation. a without d. Demonstrate the use of "environmentally friendly products' (inks, paper, etc.) additional costs to this contract. e. Demonstrate a quality assurance program monthly to ensure that bills are being printed properly, metered and sent from the supplier's location. f. Provide reasonable training to other county divisions to incorporate similar bill, print and meter services for the same cost. g. Compliance/adherence to: 1. Attachment provided: County's Bill Format 5. Disaster Recovery Plan: a. Provide for disaster recovery plans in he event the reinstated within forty-eigistribution facility is ht (48)rhours of ecovery is of the utmost importance and service must be re the disaster declaration by Collier County. b. Use of third party vendors during the disaster must adhere to all of the terms and conditions of this contract, including the security of the County's data. c. Disaster recovery facilities must be provided from outside of the aState 1dof Florilorid . Billls s must be mailed on same schedule reported in 3.D post requirements may be eased in a disaster scenario. Exhibit 8 Fee Schedule following this page (pages 1 through 1 ) { I is _ Ik Page 16 of 17 Fixed Term Service Agreement#2017-002(Ver.I) FEE SCHEDULE Scenarios Price for Design,Printing, Postage Price per Piece(assumes Sorting,Mail Preparation volume of 70,000 per month) (assumes volume of 70,000 per month) A prototype of typical bill with no $0.138 $0.403 per piece(Domestic) I inserts, including bill and return Price per piece $1.15 per piece(Canada) envelope I $1.15 per piece(International i $0.403 per piece(Domestic) A prototype of typical bill with no $0.133 inserts assuming bank draft Price per piece $1.15 per piece(Canada) $1.15 per piece(International) A prototype of typical bill with $0.138 $0.403 per piece(Domestic) inserts and return envelope Price per piece $1.15 per piece(Canada) $1.15 per piece(International) eBill notification through registered $0.133 Not applicable email address via the Internet (no Price per piece printing,no envelope,no inserts) Printing of 8''A"X 11" 4/0 no bleeds-$3,377 50#white offset inserts 2/2 no bleeds-$3,573 4/4 no bleeds-$6,156 Above prices are for 70,000 inserts 4/0 no bleeds-$48.24 2/2 no bleeds-$51.04 4/4 no bleeds-$87.94 Price per 1,000 inserts Printing of 8 '/:"X 11" 4/0 no bleeds-$4,254 90#gloss inserts 2/2 no bleeds-$4,976 4/4 no bleeds-$6156 Above prices are for 70,000 inserts 4/0 no bleeds-$60.77 2/2 no bleeds-$71.09 4/4 no bleeds-$87.95 Price per 1,000 inserts Note: above pricingis for printing of statement inserts only. Any variation in insert size or paper stock will require a quote. Likewise, any stand-alone direct mail projects will be quoted on a project by project basis. S Other Exhibit]Attachment Description: Li following this page (pages through _) this exhibit is not applicable Page 17 of 17 Fixed Term Service Agreement 42017-002(Ver.I) I • J Client#: 581763 INFOSENDI ACORD., CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY)3/12/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Rocio Gutierrez Marsh&McLennan Agency LLC PHONE 949-425-7301 FAX (A/C,No,Ext): .I(AlC,No): Marsh&McLennan Ins.Agency LLC ,E-MAIL S: Rocio.Gutierrez@MarshMMA.com 1 Polaris Way#300 INSURERS)AFFORDING COVERAGE NAIC# Aliso Viejo,CA 92656 INSURER A:Federal Insurance Company 20281 INSURED INSURERS:NOVA Casualty Company 42552 InfoSend, Inc. Underwriters at Llo d's London 555555 INSURER C: Y 4240 E La Palma Avenue INSURER D: _. Anaheim,CA 92807 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DDIYYYY) ! A X COMMERCIAL GENERAL LIABILITY 36031149 02/01/2019 04/01/2020 1,000,000 X 1,000,000 X BI/PD Ded:5,000 X 10,000 1,000,000 2,000,000 X POLICY JECOT LOC Included OTHER: A AUTOMOBILE LIABILITY 73587120 02/01/2019 04/01/2020 (EOa aBadeDtSINGLE LIMIT $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ - OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ ' AUTOS ONLY AUTOS ONLY (Per accident)- J $ A X UMBRELLA LIAB X OCCUR 79896856 02/01/2019 04/01/2020 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED I I RETENTION$ $ B WORKERS COMPENSATION BBWWK1000066300 02/01/2020 02l01/2021,X PER I ERH- AND EMPLOYERS'LIABILITY SSATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) EL DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I$1,000,000 C Tech E&O&Cyber TRICE01263 02101/2020 02/01/2021 $5,000,000 Aggregate Sectionl TechE&O " $5,000,000 Per Claim Section2 CyberE&O " $5,000,000 Per Claim DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Collier County Board of County Commissioners,OR, Board of County Commissioners in Collier County, OR Collier County Government, OR Collier County are named as Additional Insured on the Automobile and General Liability per the attached endorsement. Primary and Non-Contributory applies to General Liability per the attached endorsement. CERTIFICATE HOLDER CANCELLATION Collier CountyBoard of CountySHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail E. Naples, FL 34112 AUTHORIZED REPRESENTATIVE /0„P,G-61 '-- •' 1 ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S4753892/M4672552 WOJKL IIVJVI\L V. 11IIVJCIIU II!U. POLICY#: 36031149 POLICY PERIOD: 02/01/2019 TO: 04/01/2020 C H U B B' Liability Insurance Endorsement Policy Period FEBRUARY 1,2019 TO FEBRUARY 1,2020 Effective Date FEBRUARY 1,2019 Policy Number 3603-11-49 NBO Insured INFOSEND INC Name of Company FEDERAL INSURANCE COMPANY Date Issued FEBRUARY 20,2019 --- This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured-Scheduled Person Or Organization continued Form 80-02-2367(Rev.5-07) Endorsement Page 1 CHUBB' Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance—Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule Persons or organizations that you are obligated,pursuant to a contract or agreement,to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative � Q� Liability Insurance Additional Insured-Scheduled Person Or Organization last page Form 80-02-2367(Rev.5-07) Endorsement Page 2 INSURED: InfoSend, Inc. POLICY#: 73587120 POLICY PERIOD: 02/01/2019 TO 04/01/2020 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM borrow in your business or your personal This endorsement modifies the Business Auto Coverage Form. affairs. 1. EXTENDED CANCELLATION CONDITION C. Lessors as Insureds Paragraph A.2.b. —CANCELLATION -of the Paragraph A.1. —WHO IS AN INSURED —of COMMON POLICY CONDITIONS form IL 00 17 is SECTION II—LIABILITY COVERAGE is deleted and replaced with the following: amended to add the following: b. 60 days before the effective date of cancellation if e. The lessor of a covered"auto"while the we cancel for any other reason. "auto" is leased to you under a written 2. BROAD FORM INSURED agreement if: A. Subsidiaries and Newly Acquired or Formed (1) The agreement requires you to Organizations As Insureds provide direct primary insurance for The Named Insured shown in the Declarations is the lessor; and amended to include: (2) The"auto" is leased without a driver. 1. Any legally incorporated subsidiary in which Such leased "auto" will be considered a you own more than 50% of the voting stock on covered "auto" you own and not a covered the effective date of the Coverage Form. "auto"you hire. However, the Named Insured does not include However, the lessor is an"insured" only any subsidiary that is an"insured" under any for"bodily injury" or"property damage" other automobile policy or would be an resulting from the acts or omissions by: "insured" under such a policy but for its 1. You; termination or the exhaustion of its Limit of 2. Any of your"employees" or agents; Insurance. or 2. Any organization that is acquired or formed by 3. Any person, except the lessor or you and over which you maintain majority any"employee" or agent of the ownership. However, the Named Insured lessor, operating an"auto"with the does not include any newly formed or acquired permission of any of 1. and/or 2. organization: above. (a)That is an"insured" under any other D. Persons And Organizations As Insureds automobile policy; Under A Written Insured Contract (b)That has exhausted its Limit of Insurance Paragraph A.1 —WHO IS AN INSURED—of under any other policy; or SECTION II—LIABILITY COVERAGE is (c) 180 days or more after its acquisition or amended to add the following: formation by you, unless you have given f. Any person or organization with respect to us written notice of the acquisition or the operation, maintenance or use of a formation. covered "auto", provided that you and Coverage does not apply to"bodily injury" or such person or organization have agreed "property damage" that results from an"accident" under an express provision in a written that occurred before you formed or acquired the "insured contract", written agreement or a organization. written permit issued to you by a B. Employees as Insureds governmental or public authority to add Paragraph A.1. —WHO IS AN INSURED—of such person or organization to this policy SECTION II—LIABILITY COVERAGE is amended to as an"insured". add the following: However, such person or organization is d. Any"employee" of yours while using a an"insured" only: covered"auto" you don't own, hire or Form: 16-02-0292 (Rev. 11-16) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" (1) with respect to the operation, d. Rental Expense maintenance or use of a covered We will pay the following expenses that you or "auto"; and any of your"employees" are legally obligated (2) for"bodily injury" or"property damage" to pay because of a written contract or caused by an"accident"which takes agreement entered into for use of a rental place after: vehicle in the conduct of your business: (a) You executed the"insured MAXI MUM WE WILL PAY FOR ANY ONE contract"or written agreement; or CONTRACT OR AGREEMENT: (b) The permit has been issued to 1. $2,500 for loss of income incurred by the you. rental agency during the period of time that 3. FELLOW EMPLOYEE COVERAGE vehicle is out of use because of actual EXCLUSION B.5. -FELLOW EMPLOYEE—of damage to, or"loss" of, that vehicle, including SECTION II—LIABILITY COVERAGE does not apply.4. PHYSICAL DAMAGE—ADDITIONAL TEMPORARY income lost due to absence of that vehicle for TRANSPORTATION EXPENSE COVERAGE use as a replacement; Paragraph A.4.a. —TRANSPORTATION EXPENSES 2. $2,500 for decrease in trade-in value of the —of SECTION III —PHYSICAL DAMAGE rental vehicle because of actual damage to COVERAGE is amended to provide a limit of$50 per that vehicle arising out of a covered"loss"; and day for temporary transportation expense,subject to a 3. $2,500 for administrative expenses incurred maximum limit of$1,000. by the rental agency, as stated in the contract 5. AUTO LOAN/LEASE GAP COVERAGE or agreement. 1 Paragraph A. 4. —COVERAGE EXTENSIONS-of 4. $7,500 maximum total amount for paragraphs SECTION III—PHYSICAL DAMAGE COVERAGE is 1., 2. and 3. combined. amended to add the following: 7. EXTRA EXPENSE—BROADENED COVERAGE c. Unpaid Loan or Lease Amounts Paragraph A.4. —COVERAGE EXTENSIONS—of In the event of a total"loss"to a covered"auto", we will SECTION III—PHYSICAL DAMAGE COVERAGE pay any unpaid amount due on the loan or lease for a is amended to add the following: covered"auto" minus: e. Recovery Expense • 1. The amount paid under the Physical Damage We will pay for the expense of returning a Coverage Section of the policy; and stolen covered"auto"to you. 2. Any: 8. AIRBAG COVERAGE a. Overdue loan/lease payments at the time of Paragraph B.3.a. -EXCLUSIONS—of SECTION the"loss"; III —PHYSICAL DAMAGE COVERAGE does not b. Financial penalties imposed under a lease for apply to the accidental or unintended discharge of excessive use, abnormal wear and tear or an airbag. Coverage is excess over any other high mileage; collectible insurance or warranty specifically c. Security deposits not returned by the lessor: designed to provide this coverage. d. Costs for extended warranties, Credit Life 9. AUDIO,VISUAL AND DATA ELECTRONIC Insurance, Health, Accident or Disability EQUIPMENT-BROADENED COVERAGE Insurance purchased with the loan or lease; Paragraph C.1.b. —LIMIT OF INSURANCE-of and SECTION III -PHYSICAL DAMAGE is deleted e. Carry-over balances from previous loans or and replaced with the following: leases. b. $2,000 is the most we will pay for"loss" in any We will pay for any unpaid amount due on the loan or one"accident"to all electronic equipment that lease if caused by: reproduces, receives or transmits audio,visual 1. Other than Collision Coverage only if the or data signals which, at the time of"loss", is: Declarations indicate that Comprehensive (1) Permanently installed in or upon the Coverage is provided for any covered"auto"; covered"auto"in a housing, opening or 2. Specified Causes of Loss Coverage only if the other location that is not normally used by Declarations indicate that Specified Causes of the"auto"manufacturer for the installation Loss Coverage is provided for any covered"auto"; of such equipment; or (2) Removable from a permanently installed 3. Collision Coverage only if the Declarations indicate housing unit as described in Paragraph that Collision Coverage is provided for any covered"auto. 2.a. above or is an integral part of that 6. RENTAL AGENCY EXPENSE equipment;or Paragraph A. 4. —COVERAGE EXTENSIONS—of (3) An integral part of such equipment. SECTION III—PHYSICAL DAMAGE COVERAGE is amended to add the following: 10. GLASS REPAIR—WAIVER OF DEDUCTIBLE Form: 16-02-0292 (Rev. 11-16) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc.with its permission" Under Paragraph D. - DEDUCTIBLE—of their rights of recovery against such person or SECTION III—PHYSICAL DAMAGE COVERAGE organization under a contract or agreement the following is added: that is entered into before such"loss". No deductible applies to glass damage if the glass To the extent that the"insured's" rights to is repaired rather than replaced. recover damages for all or part of any 11.TWO OR MORE DEDUCTIBLES payment made under this insurance has not Paragraph D.- DEDUCTIBLE—of SECTION III — been waived, those rights are transferred to PHYSICAL DAMAGE COVERAGE is amended to us. That person or organization must do add the following: everything necessary to secure our rights and If this Coverage Form and any other Coverage must do nothing after"accident"or"loss"to Form or policy issued to you by us that is not an impair them. At our request, the insured will automobile policy or Coverage Form applies to the bring suit or transfer those rights to us and same"accident", the following applies: help us enforce them. 1. If the deductible under this Business Auto Coverage Form is the smaller(or smallest) 14. UNINTENTIONAL FAILURE TO DISCLOSE deductible, it will be waived; or HAZARDS 2. If the deductible under this Business Auto Paragraph B.2. —CONCEALMENT, Coverage Form is not the smaller(or smallest) MISREPRESENTATION or FRAUD of SECTION deductible, it will be reduced by the amount of IV—BUSINESS AUTO CONDITIONS - is deleted the smaller(or smallest)deductible. and replaced with the following: If you unintentionally fail to disclose any hazards 12.AMENDED DUTIES IN THE EVENT OF existing at the inception date of your policy,we will ACCIDENT,CLAIM,SUIT OR LOSS not void coverage under this Coverage Form Paragraph A.2.a. -DUTIES IN THE EVENT OF because of such failure. AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV-BUSINESS AUTO CONDITIONS is 15. AUTOS RENTED BY EMPLOYEES deleted and replaced with the following: Paragraph B.5. -OTHER INSURANCE of a. In the event of"accident", claim, "suit" or SECTION IV—BUSINESS AUTO CONDITIONS - "loss",you must promptly notify us when the is amended to add the following: "accident" is known to: e. Any"auto" hired or rented by your"employee" (1) You or your authorized representative, if on your behalf and at your direction will be you are an individual; considered an"auto" you hire. If an (2) A partner, or any authorized "employee's" personal insurance also applies representative, if you are a partnership; on an excess basis to a covered"auto" hired (3) A member, if you are a limited liability or rented by your"employee" on your behalf company; or and at your direction, this insurance will be (4) An executive officer, insurance manager, primary to the"employee's" personal or authorized representative, if you are an insurance. organization other than a partnership or 16. HIRED AUTO—COVERAGE TERRITORY limited liability company. Paragraph B.7.b.(5). - POLICY PERIOD, Knowledge of an"accident", claim, "suit" or COVERAGE TERRITORY of SECTION IV— "loss" by other persons does not imply that the BUSINESS AUTO CONDITIONS is deleted and persons listed above have such knowledge. replaced with the following: Notice to us should include: (5)A covered"auto" of the private passenger (1) How, when and where the"accident"or type is leased, hired, rented or borrowed "loss" occurred; without a driver for a period of 45 days or (2) The"insured's" name and address; and less; and (3) To the extent possible, the names and 17. RESULTANT MENTAL ANGUISH COVERAGE addresses of any injured persons or Paragraph C. of-SECTION V—DEFINITIONS is witnesses. 13. WAIVER OF SUBROGATION deleted and replaced by the following: Paragraph A.5. -TRANSFER OF RIGHTS OF "Bodily injury" means bodily injury, sickness or RECOVERY AGAINST OTHERS TO US of disease sustained by any person, including SECTION IV—BUSINESS AUTO CONDITIONS is mental anguish or death as a result of the"bodily deleted and replaced with the following: injury"sustained by that person. 5. We will waive the right of recovery we would otherwise have against another person or organization for"loss"to which this insurance applies, provided the"insured" has waived Form: 16-02-0292 (Rev. 11-16) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc.with its permission" POLICY#: 36031149 POLICY PERIOD: 02/01/2019 TO 04/01/2020 C H U B B° General Liability Supplementary b. release attachments; Payments but only for bond amounts within the available Limit Of Insurance.We do not have to (continued) furnish these bonds. C. reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of such claim or suit,including actual loss of earnings up to$1000 a day because of time off from work. D. costs taxed against the insured in the suit,except any: 1. attorney fees or litigation expenses;or 2. other loss,cost or expense; in connection with any injunction or other equitable relief. E. prejudgment interest awarded against the insured on that part of a judgment we pay.If we make an offer to pay the applicable Limit Of Insurance,we will not pay any prejudgment interest based on that period of time after the offer. F. interest on the full amount of a judgment that accrues after entry of the judgment and before we have paid,offered to pay or deposited in court the part of the judgment that is within the applicable Limit Of Insurance. Supplementary Payments does not include any fine or other penalty. These payments will not reduce the Limits Of Insurance. Our obligation to make these payments ends when we have used up the applicable Limit Of Insurance. Coverage Territory This insurance applies anywhere,provided the insured's responsibility to pay damages,to which this insurance applies,is determined in a suit on the merits brought in the United States of America (including its possessions and territories),Canada or Puerto Rico,or in a settlement to which we agree. Who Is An Insured Sole Proprietorships If you are an individual,you and your spouse are insureds;but you and your spouse are insureds only with respect to the conduct of a business of which you are the sole owner. If you die: • persons or organizations having proper temporary custody of your property are insureds;but they are insureds only with respect to the maintenance or use of such property and only for acts until your legal representative has been appointed;and • your legal representatives are insureds;but they are insureds only with respect to their duties as your legal representatives.Such legal representatives will assume your rights and duties under this insurance. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 5 of 32 Who Is An Insured (continued) Partnerships Or Joint If you are a partnership(including a limited liability partnership)or a joint venture,you are an Ventures insured.Your members,your partners and their spouses are insureds;but they are insureds only with respect to the conduct of your business. Limited Liability If you are a limited liability company,you are an insured.Your members and their spouses are Companies insureds;but they are insureds only with respect to the conduct of your business.Your managers are insureds;but they are insureds only with respect to their duties as your managers. Other Organizations If you are an organisation(including a professional corporation)other than a partnership,joint venture or limited liability company,you are an insured.Your directors and officers are insureds; but they are insureds only with respect to their duties as your directors or officers.Your stockholders and their spouses are insureds;but they are insureds only with respect to their liability as your stockholders. ... ..... ............... Employees Your employees are insureds;but they are insureds only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However,no employee is an insured for: A. bodily injury,advertising injury or personal injury: 1. to you,to any of your directors,managers,members,officers or partners(whether or not an employee)or to any co-employee while such injured person is either in the course of his or her employment or while performing duties related to the conduct of your business; 2. to the brother,child,parent,sister or spouse of such injured person as a consequence of any injury described in subparagraph A.1.above;or 3. for which there is any obligation to share damages with or repay someone else who must pay damages because of any injury described in subparagraphs A.1.or A.2. above. With respect to bodily injury only,this limitation does not apply to: • you or to your directors,managers,members,officers,partners or supervisors as insureds;or • your employees,as insureds,with respect to such damages caused by cardio- pulmonary resuscitation or first aid services administered by such an employee;or B. property damage to any property owned,occupied or used by you or by any of your directors,managers,members,officers or partners(whether or not an employee)or by any of your employees. This limitation does not apply to property damage to premises while rented to you or temporarily occupied by you with permission of the owner. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 6 of 32 C H U B B'' General Liability Who Is An Insured (continued) Volunteers Persons who are volunteer workers for you are insureds;but they are insureds only for acts within the scope of their activities for you and at your direction. ............. . ... Real Estate Managers Persons(other than your employees)or organizations acting as your real estate managers are insureds;but they are insureds only with respect to their duties as your real estate managers. Permissive Users Of With respect to mobile equipment registered in your name under a motor vehicle registration law: Mobile Equipment A, persons driving such equipment on a public road with your permission are insureds;and B. persons or organizations responsible for the conduct of such persons described in subparagraph A.above are insureds;but they are insureds only with respect to the operation of the equipment and only if no other insurance of any kind is available to them. However,no person or organi7ation is an insured with respect to: • bodily injury to any co-employee of the person driving the equipment;or • property damage to any property owned or occupied by or loaned or rented to you,or in your charge or the charge of the employer of any person who is an insured under this provision. Vendors Persons or organizations who are vendors of your products are insureds;but they are insureds only with respect to their liability for damages for bodily injury or property damage resulting from the distribution or sale of your products in the regular course of their business and only if this insurance applies to the products-completed operations hazard. However,no such person or organi7ation is an insured with respect to any: • assumption of liability by them in a contract or agreement.This limitation does not apply to the liability for damages for bodily injury or property damage that such vendor would have in the absence of such contract or agreement; • representation or warranty unauthorized by you; • physical or chemical change in your products made intentionally by the vendor; • repackaging,unless unpacked solely for the purpose of inspection,demonstration or testing, or the substitution of parts under instruction from the manufacturer and then repacked in the original container; • failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the distribution or sale of your products; • demonstration,installation,servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of your products;or • of your products which,after distribution or sale by you,have been labeled or relabeled or used as a container,ingredient or part of any other thing or substance by or for the vendor. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 7 of 32 Who Is An Insured Vendors Further,no person or organi7ation from whom you have acquired your products,or any container, (continued) ingredient or part entering into,accompanying or containing your products,is an insured under this provision. Lessors Of Equipment Persons or organizations from whom you lease equipment are insureds;but they are insureds only with respect to the maintenance or use by you of such equipment and only if you are contractually obligated to provide them with such insurance as is afforded by this contract. However,no such person or organization is an insured with respect to any: • damages arising out of their sole negligence;or • occurrence that occurs,or offense that is committed,after the equipment lease ends. Lessors Of Premises Persons or organizations from whom you lease premises are insureds;but they are insureds only with respect to the ownership,maintenance or use of that particular part of such premises leased to you and only if you are contractually obligated to provide them with such insurance as is afforded by this contract. However,no such person or organization is an insured with respect to any: • damages arising out of their sole negligence; • occurrence that occurs,or offense that is committed,after you cease to be a tenant in the premises;or • structural alteration,new construction or demolition operations performed by or on behalf of them. Subsidiary Or Newly If there is no other insurance available,the following organizations will qualify as named insureds: Acquired Or Formed • a subsidiary organization of the first named insured shown in the Declarations of which,at Organizations the beginning of the policy period and at the time of loss,such first named insured controls, either directly or indirectly,more than fifty(50)percent of the interests entitled to vote generally in the election of the governing body of such organization;or • a subsidiary organization of the first named insured shown in the Declarations that such first named insured acquires or forms during the policy period,if at the time of loss such first named insured controls,either directly or indirectly,more than fifty(50)percent of the interests entitled to vote generally in the election of the governing body of such organi7ation. Limitations On Who is An A. Except to the extent provided under the Subsidiary Or Newly Acquired Or Formed Insured Organizations provision above,no person or organization is an insured with respect to the conduct of any person or organization that is not shown as a named insured in the Declarations. B. No person or organization is an insured with respect to the: 1. ownership,maintenance or use of any assets;or 2. conduct of any person or organization whose assets,business or organization; Liability insurance Form 80-02-2000(Rev.4-01) Contract Page 8 of 32 JSURED: InfoSend,Inc. OLICY##: 36031149 POLICY PERIOD: 02/01/2019 TO 04/01/2020 Conditions Duties In The Event Of F. Knowledge of an occurrence or offense by an agent or employee of the insured will not Occurrence, Offense, constitute knowledge by the insured,unless an officer(whether or not an employee)of any Claim Or Suit insured or an officer's designee knows about such occurrence or offense. (continued) G. Failure of an agent or employee of the insured,other than an officer(whether or not an employee)of any insured or an officer's designee,to notify us of an occurrence or offense that such person knows about will not affect the insurance afforded to you. H. If a claim or loss does not reasonably appear to involve this insurance,but it later develops into a claim or loss to which this insurance applies,the failure to report it to us will not violate this condition,provided the insured gives us immediate notice as soon as the insured is aware that this insurance may apply to such claim or loss. Legal Action Against Us No person or organization has a right under this insurance to: • join us as a party or otherwise bring us into a suit seeking damages from an insured;or • sue us on this insurance unless all of the terms and conditions of this insurance have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured obtained after an actual: • trial in a civil proceeding;or • arbitration or other alternative dispute resolution proceeding; but we will not be liable for damages that are not payable under the terms and conditions of this insurance or that are in excess of the applicable Limits Of Insurance. Other Insurance If other valid and collectible insurance is available to the insured for loss we would otherwise cover under this insurance,our obligations are limited as follows. Primary Insurance This insurance is primary except when the Excess Insurance provision described below applies. If this insurance is primary,our obligations are not affected unless any of the other insurance is also primary.Then,we will share with all that other insurance by the method described in the Method of Sharing provision described below. Excess Insurance This insurance is excess over any other insurance,whether primary,excess,contingent or on any other basis: A. that is Fire,Extended Coverage,Builder's Risk,Installation Risk or similar insurance for your work; B. that is insurance that applies to property damage to premises rented to you or temporarily occupied by you with permission of the owner; C. if the loss arises out of aircraft,autos or watercraft(to the extent not subject to the Aircraft, Autos Or Watercraft exclusion); Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 22 of 32 C H U B B° General Liability Conditions Other Insurance D. that is insurance: (continued) 1, provided to you by any person or organization working under contract or agreement for you;or 2. under which you are included as an insured;or E. that is insurance under any Property section of this policy. When this insurance is excess,we will have no duty to defend the insured against any suit if any other insurer has a duty to defend such insured against such suit.If no other insurer defends,we will undertake to do so,but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance,we will pay only our share of the amount of loss,if any,that exceeds the sum of the total: • amount that all other insurance would pay for loss in the absence of this insurance;and • of all deductible and self-insured amounts under all other insurance. We will share the remaining loss,if any,with any other insurance that is not described in this Excess Insurance provision and was not negotiated specifically to apply in excess of the Limits Of Insurance shown in the Declarations of this insurance. Method of Sharing If all of the other insurance permits contribution by equal shares,we will follow this method also. Under this method each insurer contributes equal amounts until it has paid its applicable limits of insurance or none of the loss remains,whichever comes fast. If any of the other insurance does not permit contribution by equal shares,we will contribute by limits.Under this method,each insurer's share is based on the ratio of its applicable limits of insurance to the total applicable limits of insurance of all insurers. Premium Audit We will compute all premiums for this insurance in accordance with our rules and rates. In accordance with the Estimated Premiums section of the Premium Summary,premiums shown with an asterisk(*)are estimated premiums and are subject to audit. In addition to or in lieu of such designation in the Premium Summary,premiums may be designated as estimated premiums elsewhere in this policy.In that case,these premiums will also be subject to audit,and the second paragraph of the Estimated Premiums section of the Premium Summary will apply. Separation Of Insureds Except with respect to the Limits Of Insurance,and any rights or duties specifically assigned in this insurance to the first named insured,this insurance applies: • as if each named insured were the only named insured;and • separately to each insured against whom claim is made or suit is brought. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 23 of 32 Conditions (continued) Transfer Or Waiver Of We will waive the right of recovery we would otherwise have had against another person or Rights Of Recovery organization,for loss to which this insurance applies,provided the insured has waived their rights Against Others of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured's rights to recover all or part of any payment made under this insurance have not been waived,those rights are transferred to us.The insured must do nothing after loss to impair them.At our request,the insured will bring suit or transfer those rights to us and help us enforce them. This condition does not apply to medical expenses. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 24 of 32 FIRST AMENDMENT TO AGREEMENT#18-7312 FOR PRINTING AND MAILING SERVICES THIS AMENDMENT,made and entered into on this f tl•f day of dA-jV"/1 2019,by and between SouthWest Direct Inc. (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the"County"): WHEREAS, on June 26, 2018, (Agenda Item 16.C.7), the County entered into an Agreement with Contractor to outsource the printing and mailing of Collier County Water-Sewer District (CCWSD) utility bills with an estimated annual spend of$118,000 for FY18, $119,500 for • FY19,and$121,000 for FY20; and WHEREAS, the parties desire to amend the Agreement to revise Section 22. Payments Withheld,to correct a Scriveners error by replacing the word"Contractor"with"County". NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, it is agreed by the parties as follows: Words SF ' Through are deleted; Words Underlined are added 22. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The Contractor County may nullify the whole or any part of any approval for payment previously issued and the Contractor County may withhold any payments otherwise due • Contractor under this Agreement or any other Agreement between the County and Contractor,to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective • Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d)reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (0 unsatisfactory prosecution of the Work by the Contractor; or(g) any other material breach of the Contract Documents. * * * * Page 1 of 2 First Amendment to Agreement#18-7312 flit) 1 IN WITNESS WHEREOF,the parties hereto,have each,respectively, by an authorized person or agent, have executed this Amendment on the date and year first written above. CONTRACTOR BOARD OF COUNTY COMMISSIONERS SOUTHWEST DIRECT INC. COLLIER COUNTY,FLORIDA By: By: , ;panlye,- Edward F. Coyman Jr., Director of Procurement Services Division g TType/print signature and tiller Date I • D_ AL ate • I 1 Contractor's Witnesses: any_ Ap roved as Form and/Legality: �� First Witness/ �/ I_� I1 �' ie for i J Depu y County Attorney TType/print wits ess met It C-•••., re Q c 1_ I Print Name ec d Witne s ` I Aq A,_\ tType/print witness nameT Page2of2 ipit First Amendment to Agreement#18-7312 TAMARAC ,,- . The City For Your Life ASSIGNMENT AGREEMENT This Assignment Agreement ("Assignment") is entered into as of this ._- day of h1'1‘ , 2020 ("Effective Date") by and between City of Tamarac, a municipal corporation, having its main office at 7525 NW 88th Avenue, Tamarac, Florida 33321 ("City of Tamarac" or "Assignor") and InfoSend, Inc., a California Corporation, having its main office at 4240 E. La Palma Avenue, Anaheim, California 92807 ("InfoSend" or "Assignee"). Whereas, Collier County, Florida and SouthWest Direct, Inc., a Florida corporation located at 2129 Andrea Lane, Fort Myers, Florida, 33912 ("SouthWest Direct") entered into an Agreement on June 26, 2018 with Collier County as Contract# 18-7312, a Service Agreement for the purpose of providing Utility Bill Processing and Mailing Services, pursuant to the terms and conditions of Collier County Request for Proposal # 18-7312 for Utility Billing "Printing and Mailing Services". Whereas, City of Tamarac and SouthWest Direct entered into a Service Agreement, dated August 24, 2018, which piggy-backed Collier County Contract# 18- 7312 for "Utility Billing Printing and Mailing Services" which from time to time may have been modified, amended and/or supplemented, pursuant to which SouthWest Direct provides certain services to City of Tamarac (the "Contract"), a copy of which is incorporated herein as Addendum 1; Whereas, SouthWest Direct and InfoSend are parties to an Asset Purchase Agreement, through which InfoSend purchased certain assets of SouthWest Direct's transactional print and mail business effective November 15, 2019, and through which InfoSend wishes to assume SouthWest Direct's obligations as "InfoSend" to City of Tamarac; Whereas, Collier County approved an Assumption Agreement on March 10, 2020 by and between InfoSend, Inc., ("InfoSend"), assigning InfoSend as the successor in interest to SouthWest Direct in relation to Agreement# 18-7312; Whereas, the City of Tamarac and InfoSend desire to continue the contractual relationship established by the Services Agreement between the City and SouthWest Direct dated August 24, 2018 which incorporates the terms, conditions and pricing of Collier County Agreement# 18-7312; Whereas, InfoSend desires to obtain the consent of City of Tamarac to such assignment, and City of Tamarac desires to grant such consent in accordance with the terms herein. Now, therefore, in consideration of the foregoing premises and for other good and valuable consideration, the parties hereby agree as follows: TAMARAC The City For Your Life City of Tamarac hereby assigns to InfoSend all of the rights and duties contained within the Contract between the City of Tamarac and SouthWest Direct dated August 24, 2018; InfoSend hereby accepts such assignment. All notices from City of Tamarac to InfoSend shall be deemed duly served if sent via certified mail at the following address: InfoSend, Inc. Attn: President 4240 E. La Palma Avenue Anaheim, CA 92807 InfoSend agrees that the firm shall comply with Chapter 119, Florida Statutes, Florida's Public Records Law as follows. InfoSend shall: • Keep and maintain public records required by the City of Tamarac in order to perform the service; • Upon request from the City of Tamarac, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at no cost to the City of Tamarac. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the Agreement and any renewals thereof if InfoSend does not transfer the records to the City of Tamarac. • Upon completion of the Agreement, transfer, at no cost to the City of Tamarac, all public records in possession of InfoSend, or keep and maintain public records required by the City of Tamarac to perform the service. If InfoSend transfers all public records to the City of Tamarac upon completion of the Agreement, InfoSend shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If InfoSend keeps and maintains public records upon completion of the Agreement, InfoSend shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CITY, upon request from the City of Tamarac's custodian of public records in a format that is compatible with the information technology systems of the City of Tamarac. During the term of this Agreement and any renewals, InfoSend shall maintain all books, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this contract. TAMARAC The City For Your Life Public Records Custodian: IF INFOSEND HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO INFOSEND'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY CLERK 7525 NW 88TH AVENUE ROOM 101 TAMARAC, FL 33321 (954) 597-3505 CITYCLERK@TAMARAC.ORG Scrutinized Companies: By execution of this Agreement, in accordance with the requirements of F.S. 287.135 and F.S. 215.473, InfoSend certifies that InfoSend is not participating in a boycott of Israel. InfoSend further certifies that InfoSend is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, nor has InfoSend been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City of Tamarac will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City of Tamarac shall provide notice, in writing, to InfoSend of the City of Tamarac's determination concerning the false certification. InfoSend shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, InfoSend shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If InfoSend does not demonstrate that the City of Tamarac's determination of false certification was made in error then the City of Tamarac shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. Except as amended hereby, the Contract is restated and shall remain in full force and effect. Signature page follows. TAMARAC The City For Your Life The parties hereto have executed this Assignment Agreement as of the Effective Date. City of Tamarac (Assignor) By: — /Ggi[i l � / Name: r'lte,kelt . 60 Title: /tea 9o7 Date: - - 0.2 0�O InfoSend, Inc. (Assignee) By:C V Name: aUfcr Title: qtr. I ` Date: H' ?4)(