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HomeMy WebLinkAboutPR 19208: CONTRACT WITH THE MUNICIPAL CODE CORPORATION/MCCADVANTAGE, MAILING WATER BILLS P. R. 19208 1-06-16 cw Page 1 RESOLUTION NO. A RESOLUTION AUTHORIZING A TWO (2) YEAR CONTRACT BETWEEN THE CITY OF PORT ARTHUR AND THE MUNICIPAL CODE CORPORATION/MCCADVANTAGE FOR THE PURPOSE OF PROCESSING AND MAILING WATER BILLING STATEMENTS WITH A PROJECTED BUDGETARY IMPACT OF $50,000.00; FUNDING AVAILABLE IN WATER BILLING ACCOUNT NO. 410-1254-532.59-00. WHEREAS, the City desires to enter into a contract with Municipal Code Corporation for the purpose of processing and mailing water billing statements; and, WHEREAS, the City received two (2) quotes from Municipal Code Corporation and CHR Solutions, Inc. WHEREAS, Municipal Code Corporation is the lowest and most responsive quote; and, WHEREAS,the bid tab is attached as Exhibit"A"; and WHEREAS, the contract is for two (2) years with the option to renew for an additional two year period. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That the City Council hereby authorizes the City Manager to enter into a two year contract with The Municipal Code Corporation/MCCAdvantage for the purpose of processing and mailing water statements, with a projected budgetary impact of $50,000.00; in substantially the same form as attached hereto as Exhibit"B". Section 3. That a copy of this Resolution be spread upon the minutes of the City Council. READ, ADOPTED, AND APPROVED, this day of , 2016 A.D., at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following vote: P. R. 19208 1-06-16 cw Page 2 AYES: Mayor: , Councilmembers: , NOES: . Mayor ATTEST: Sherri Bellard, City Secretary AP OVED A I FORM: btj- AA" / —Alia Val Tizen►, City . o..-y Clifton Williams, CPPB Acting Purchasing Manager APPROVED FOR ADMINISTRATION: Brian McDougal, City Manager Dr. Jimmie Johnson Director of Water Utilities APPROVED AS TO AVAILABILITY OF FUNDS: 7.0y1aosvie4' ,/h-46-- Jerry Dale, Interim Director of Finance kql EXHIBIT A (Bid Tabulation) a) a) ti) bO c.. cdczt O U W b0 bA Q 0 ¢ z � ..0 ,�'� a: + + O o 0 0 0 0 0 0 kn o 0 0 .i. o - .- - - — 0 — 0 0 0 0Z0 00000000 000 0 H U 69 69 69 69 69 69 69 69 69 69 69 69 E H01 z Z U 1 et H � Q 40 z a crn 0000000o OOLn o il, 0• , N O Mkr) N O O N O N. O O �; y C:'.‘ O O O O O O O O O O O O '..i •i..i CC -4 ) iw U 69 69 69 69 64 69 69 69 69 69 69 69 i.i R3 o O on O .b A 0 a a . .••i cd b e ) . Np ai i ai w a) a) = V) V) V) V) V) V) V) a 1-1 V) .� CZ ;.4 ;.4. $. . 1.4 1.4 a ;..1 i. 1. $.. 1.•1 .4i..l CD t1) CD Cl.) CD i..l aD V aD CD CD 0 0aa. aaa0a aaa a ao to v; o 'S 0 o 0 ' cd v) 1•. o 429 cu E o? O bA 0 U — b0 - cd b vi ,4 00 3 � O 0 .6 > r J. -Fli 1 a) O ', y O 0 ',,,‘NE4 E -I-. Cito 73 0 04 = rn rA 11 , e 0b00, a) az Q .. 'b O O 4-1 71 O.- qp "" .0 •.. It 0 Z77.0O a) Q to 0 bp EEiQ � 0 0 3 3 •5 a ' a) b U o`+-1 cn w g a) O ani p 0 a .. o � o "5 2 A? . 'C ' sei aai Q. : � � xxooz aa � o EXHIBIT B (Service Agreement and Bid Documents) MCCa MASTER SERVICES AGREEMENT This Master Services Agreement(the"Agreement,")by and between MUNICIPAL CODE CORPORATION, a corporation duly organized and existing under the laws of the State of Florida, herein referred to as("MCCa"), hereby offers bill presentment and electronic payment services for Port Arthur,TX herein referred to as("Client")is effective as of the day of ,2015(the"Effective Date"). (MCCA and Client are hereinafter each referred to individually as a"party"and collectively as the"parties")The Client agrees that MCCa shall be its exclusive provider of these goods and services during the term of this agreement. MCCa presently has no interest, and shall not acquire any interest, direct or indirect,financial or otherwise,which would conflict in any manner or degree with the performance of the services hereunder. In the performance of this contract, no subcontractor or person having such an interest shall be employed.To the best of our knowledge, no one who has or will have any financial interest under this contract is an officer or employee of the Client. It is expressly agreed that in the performance of the services required under this contract, MCCa,and any of its subcontractors or employees,shall at all times be considered independent contractors and not agents of the Client. WHEREAS, MCCA provides certain bill presentment and electronic payment services to billers, including those services more expressly set forth in section 1 or section 2 of this Agreement(collectively,the"Service"); and WHEREAS, Client desires to make use of the Service pursuant to the terms and conditions of this Agreement; NOW,THEREFORE, in consideration of the mutual promises contained herein,and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, MCCa and Client agree as follows: 1. Bill Print and mailing Services 1.A Performance. MCCa shall handle the laser printing,inserting and mailing of the Client's utility bills according to the guidelines outlined and agreed upon in this proposal. Expected volumes are defined in the MCCa Pricing Schedule. MCCa will receive data for the billing from the Client multiple times per month. MCCa will receive data in a format mutually determined by both MCCa and the Client. Data compression is allowed as mutually agreed to by MCCa and Client. 1.B Compensation. In full and complete compensation for all goods and services provided by MCCa hereunder, Client aggress to pay MCCa according to the rates set forth in the MCCa Pricing Schedule. Prices quoted in the Pricing Schedule are based upon specifications provided by the Client. If there is a change in specifications or instructions to the original quotation,the work performed will be billed at an adjusted rate agreed to by Client. MCCa will provide to Client an invoice after each production run consisting of all fees,as outlined in the MCCa Pricing Schedule, including a summary of postage used. A monthly late payment charge may be assessed on statements not paid within thirty(30)days. The price for materials may be re-evaluated at the annual anniversary date of the effective date of the contract, taking into account any fluctuations in the price of paper and supplies. Any price increase will be supported by supplier documentation and provided to the Client for review. In no event may any increase be greater than the actual increases in the cost of materials. 1.0 Postage. MCCa will require that the Client maintain a permanent postage deposit in connection with this agreement. Client shall deposit in advance with MCCa the initial sum specified in the MCCa Pricing Schedule as the permanent postage deposit. The amount of this deposit is based on expected volumes and postage rates and is subject to change based on changes to the volume and prices defined the MCCa Pricing Schedule,or customer payment history. All mail pieces are sent at the lowest possible postage qualifying rate taking full advantage of automated USPS discounts. Client will be notified in writing in advance if a change in the amount of the deposit is necessary. Upon termination of the Agreement, MCCa shall return the deposit amounts to Client after payment of all services and postage. If client fails to maintain the deposit at the prescribed levels,or if client fails to maintain current status of all invoices as described in the"Compensation" section, MCCa may suspend its performance under this agreement and hold customers'bills/statements(at MCCa discretion)until the deposit is received. The outgoing bills/statements will leave MCCa utilizing the Municode postage permit for USPS postage payment. Statements are mailed at the lowest possible postage rates. Most statements qualify for the 5 digit automated rate. MCCa is certified by the USPS for optional procedures. 1.D Data Retention Policy-MCCa has a policy of keeping our clients data for a period of 90(ninety)days at which point the data is moved to our back-up site for a period of no less than 3(three)years.We will have your files available in case a need to reproduce them should arise. 1.E Client Responsibility In addition to Client's obligations set forth elsewhere in this Agreement,Client covenants that they; 1.E.1 Provide camera ready artwork for graphics. 1.E.2 Provide an explanation of billing record layout or mapping document to MCCa. 1.E.3 Review and approve design of billing Statements. Client must approve billing statement layout at least 3(three)weeks prior to deployment date. If not, an additional surcharge on the initial order of preprinted forms may apply. 1.E.4 Client is required to sign off on parallel testing once completed to ensure statements meet Client expectations. 1.E.5 Client is required to sign off on"Go Live Deployment"normally after the first month's mailings. The deployment period may be extended with mutual agreement from Client and MCCa. At the conclusion of the deployment period,changes will be billed at Technical Services rates in accordance with MCCa Pricing Schedule. 1.E.6 Ensure postage funds are available per specifications provided MCCa Pricing Schedule 1.E.7 Quality check data files in advance of sending to MCCa 1.E.8 Transmit data files to MCCa's cloud-based data site 1.E.9 Approval on of processed billing statements ready for printing and mailing. Quality check on Statements via PDF's during MCCa Master Services Aereement V0912015 processing. Client quality check on statements content can be completed by using PDF images during each cycle to ensure quality. 1.E.10 Provide MCCa insert specifications to Client's insert vendors(if other than MCCa). 1.E.11 Meet USPS"NCOA"and"Move Update"requirements(unless done through MCCa). If done through MCCa,client agrees to update their records with matches per USPS requirements. 1.E.12 Pay MCCa for services billed(Net 30). 1.E.13 Pay for any unused forms of as a result of a format change or contract modification. 2. Revalocity EBPP Platform Services A. Definitions.These Terms and Conditions Are a part of the Master Services Agreement executed between the parties, into which these Terms and Conditions are incorporated by reference.As used in the Agreement and its Schedules,the following capitalized terms shall have the meanings set forth below: • "Applicable Law"shall mean(i)all applicable federal,state,local,administrative laws, rules,regulations and interpretations;and(ii) rules, regulations, and interpretations of NACHA,the Networks and Card Brands,and the Payment Card Industry Data Security Standard,to the extent applicable, as any or all of the foregoing may be amended, revised or replaced from time to time. • "Card Brands"shall mean Visa, Inc., MasterCard International Incorporated, DFS Services, LLC d/b/a Discover Network. • "Client Funding Account"shall mean the deposit account,if any,funded and maintained by Client • "Minimum Balance"shall be set forth in Settlement through MCCa's Funding Account paragraph of this Agreement. • "NACHA"shall mean the National Automated Clearing House Association("NACHA")and all payment alliances associated with. • "Networks"shall mean Pulse, Star, NYCE,and/or any other electronic payment network authorization, routing, processing or funds transfer system for transmitting Transactions and settlement. • "ODFI"or"Originating Depository Financial Institution"shall have the meaning as defined in NACHA Rules. • "Transaction"means a credit,debit,ACH,disputes,chargebacks, refunds or other electronic transaction processed. B. The Service and License. i. Subject to the terms and conditions of this Agreement, including any fees required to be paid by Client to MCCA hereunder: MCCA will make the Service available to Client and Clients'customers("Customers")during the Term(as defined below); and to the extent Client is required to download or integrate any software which is proprietary to MCCA(the"Software")for use in connection with the Service(the "Permitted Purpose"), MCCa hereby grants to Client a non-exclusive, non-assignable,non-sublicensable license to access and use the Software,during the Term,solely for the Permitted Purpose. ii. Service comprises bill payment services pursuant to which MCCa shall move funds on behalf of Client as a Third Party Sender or a Third Party Service Provider(as such terms are defined by NACHA Rules),as applicable,from the bank account,credit card account or debit card account of Customers pursuant to a request initiated by the Customer, or the Client on behalf of the Customer.ACH Transactions will be facilitated by MCCa as a Third Party Sender on behalf of Client through an ODFI. C. Client Fees. Client shall pay MCCa for use of the Service such fees as are set forth on MCCa Pricing Schedule hereof(the"Service Fees"), the terms of which Schedule are incorporated herein by this reference. MCCa shall invoice Client for Service Fees monthly in arrears, and all invoices shall be due and payable by Client not later than thirty(30)days after the date of the invoice. Undisputed amounts not paid when due shall accrue interest at the rate of one and one half percent(1.5%)per month from and after the due date thereof.An invoice shall be deemed correct unless Client otherwise notifies MCCa in writing within fifteen (15)days of the invoice date, specifying the nature of the disagreement. D. Convenience Fees. For each Transaction processed through the Service on behalf of a Customer, MCCa may charge a convenience fee ("Convenience Fee")and certain related charges to Client or the Customer which requests such Transaction or on whose behalf such Transaction is requested, as more specifically set forth on MCCa Pricing Schedule hereof. For the purpose of calculating Convenience Fees, each debit of a Customer's account and each submission of an ACH debit,credit card transaction,or debit card transaction performed in accordance with this Agreement will be considered a Transaction, whether or not such Transaction is later reversed or charged back. Convenience Fees are payable at the time a Transaction is requested and MCCa shall not be responsible to process any Transaction in connection with which an associated Convenience Fee or related charges are declined or otherwise fail to be paid. MCCa and Client may from time to time mutually agree to revise the amount that will be charged as a Convenience Fee. If a revised Convenience Fee is agreed, such agreement shall be deemed an amendment to the terms of this Agreement and,where Convenience Fees are the responsibility of Customers, Client shall be responsible for providing Customers all disclosures and notices with respect to the revised Convenience Fee as may be required pursuant to Applicable Law or otherwise. E. Settlement through MCCa's Funding Account. i. Client-Related Accounts: (1) MCCa has established an omnibus funding account at its bank held in MCCa's name for the benefit of MCCa's clients, including Client("Funding Account"). (2) Client Funding Account. Client will establish and maintain at all times during the Term hereof and for a period of nine(9)months following any termination or expiration of this Agreement,and grant MCCa ACH authorization in connection with,a designated deposit account which will serve as Client's"Client Funding Account"for the purpose of this Agreement. Client may not change its Client Funding Account without providing 30 days prior written notice to MCCa and executing a new ACH authorization, in a form acceptable to MCC, to enable MCCa to debit funds from the Client Funding Account as authorized by this Agreement. For purposes of ensuring that all Transaction returns and chargebacks and all other obligations of Client to MCCa arising MCCa Master Services Agreement V0912015 pursuant to this Agreement are promptly paid, Client hereby authorizes MCCa to debit such amounts from the Client Funding Account. Client agrees at all times to maintain a minimum balance in the Client Funding Account of$ ("Minimum Balance"). Client understands and agrees that the Minimum Balance set forth in this Agreement was established by MCCa based on the volume and average Transaction amount estimated by the parties and based on Client's credit risk, as determined by MCCa in its sole discretion. If the exception processing of Transactions produces fees greater than$10,000 in any one month period or if MCCa determines that a greater Minimum Balance is required based upon Client's credit risk,as determined by MCCa in its sole discretion, MCCA may increase the amount of the required Minimum Balance upon thirty(30)days prior written notice to Client. Client represents that the Client Funding Account ACH Information provided by Client to MCCa in Section 2 below is true and correct as of the date hereof. Client authorizes MCCa to initiate a one-time, non- refundable debit of one dollar($1.00)to the Client Funding Account to test files. (3)Settlement Account. Client will establish and provide in Section 2 below the account number and ABA routing number for Client's designated account for settlement of Transactions initiated by ACH or Credit Card debit to a Customer's account(the"Settlement Account"). Client shall provide at least ten (10)days prior written notice to MCCa prior to changing its Settlement Account. ii. Customer Payment Process. Client expressly authorizes MCCa, as follows: (i)ACH Payments. Upon receipt by MCCA of information from Client or Customer indicating that a Customer approves a payment in a specific amount("Approval") and instructing that such payment be made via ACH from Customer's account, MCCa will cause that amount to be debited from Customer's account on behalf of Client as a third party sender and credited to the Funding Account. Client agrees to be bound,and will cause all Customers using the service to agree to be bound,by all Transactions placed in Client's and/or Customer's name and accepted by MCCa in accordance with this Agreement. (ii) Credit Card or Debit Card Payments. In the event Client has elected to accept credit card or debit card payments through the Service, Client expressly authorizes MCC,either directly or through Client's or MCCa's credit card processor, as follows: Upon receipt by MCCa of information indicating that a Customer has issued an Approval and initiated payment via credit card or debit card, MCCA will cause the amount of the Approval to be submitted on Client's behalf to Client's card processor. Except as otherwise expressly set forth in the Agreement,any claims,disputes,inquiries or chargebacks arising out of or relating to Transactions paid for with Customer's credit or debit cards shall be governed solely by the terms of the agreements in effect between Client and its credit card processor, bank or Customer, as the case may be. iii. Settlement of Transactions and Other Charges; Returns and Chargebacks: (i)ACH Payments. Transactions paid by Customers using the Service by an ACH debit from a Customer's account will be held in the Funding Account for three(3)full business days("Holding Period"). Each business day, MCCa will initiate an ACH debit from the Funding Account to the Settlement Account equal to the value of the Transactions held in the Funding Account which have satisfied the required Holding Period, less any credits to a Customer,returns, and chargebacks arising out of any Transactions then due,as more fully set forth below. (ii)All credits initiated by Client, returns, and chargebacks on Transactions made by ACH debit from a Customer's account and third party fees which are the responsibility of Client pursuant to the terms hereof will be debited from the Funding Account where Funding Account funds allocable to Client are sufficient to cover the credit, returns, chargebacks or third party fees. If and to the extent Funding Account allocable to Client are not sufficient to cover the credit,return, chargeback,or third party fees,then the difference will be debited from the Client Funding Account and Client shall promptly deposit into the Client Funding Account an amount sufficient to cause the balance of the Client Funding Account to be not less that the"Minimum Balance". (iii) If an ACH debit is returned unpaid(whether due to insufficient funds or otherwise),Client shall pay MCCa a failed settlement fee equal to the greater of one percent(1%)of the failed ACH amount or one hundred dollars($100)("Failed Settlement Fee"). MCCa is authorized to debit the Failed Settlement Fee from the Client Funding Account. F. Client Responsibility In addition to Client's obligations set forth elsewhere in this Agreement, Client covenants that they; F.1 actively promote the Service to its Customers; F.2 maintain a direct contractual relationship with each of its Customers which elects to use the Service; F.3 to enable Customers to receive the Service through MCCa's platform; F.4 identify and obtain from Customers all authorizations related to use of the Service,that are required contractually or by Applicable Law; F.5 identify and provide to Customers all notices related to use of the Service,that are required either contractually or by Applicable Law; F.6 verify Customer identification; F.7 comply with all contractual and other obligations of Client owed to Customers; F.8 determine,and comply with, all Applicable Law relating to whether and how the Service may be used by Client; F.9 determine,and ensure that Customers comply with, all Applicable Law relating to whether and how the Service may be used by Customers; F.10 insuring the accuracy and completeness of all data, including ACH instructions(with respect to settlement of Client's accounting process), and other information,instructions, and representations supplied by Client or Customers to MCCa in connection with this Agreement; F.11 abide by the Gateway Rules and Operating Guidelines("Rules and Guidelines")made available at www.mccadvantage.com/gwrules or such other replacement URL as MCCa may subsequently notify Client in writing, as such Rules and Guidelines may be updated from time to time and the terms of which are hereby incorporated herein by this reference, and Client shall with reasonable frequency review such Rules and Guidelines for updates;not conduct business in any of the listed prohibited categories and activities due to risks associated with dishonored payment presentments. • Adoption agencies(non-profit or for-profit) • Bankruptcy attorneys • Collection agencies/firms involved in • Adult entertainment • Bail bondsmen collecting past due accounts • Airlines/charter services • Check cashing institutions MCCa Master Services Agreement V0912015 • Consulting firms operating in the following: • Mortgage companies pharmaceuticals; (2)Chain letters(3) (1)"Get rich quick"schemes; (2) Real estate • Modeling/talent agencies Vitamins; (4)Any of the products/services seminars;(3)Investment • Not-For-Profit organizations(defined as not listed otherwise listed as a Prohibited programs/opportunities; (4) Mortgage recognized as such by the IRS) Category reduction services;(5) Credit repair and • Outbound telemarketing • Telemarketing companies with the following debt reduction • Pawn shops methods of operation: (1)Free gift,prize, • Companion/dating services • Pharmaceuticals(unless a Verified Internet sweepstakes or winning of a contest as an • Drug paraphernalia Pharmaceutical Practice Site[VIPPS]) inducement to purchase a product/service • Factoring • Protection services (2) In-bound calls in response to a post card, • Flea markets(operating from a booth, on a • Pseudo-pharmaceuticals e-mail or similar technique. part-time basis with no lease or phone line) . Pyramid or multi-level marketing • Telephone cards • Gambling establishments • Sale of real estate,resort land or timeshares • Third party processors • Gun sales • Sports forecasting or odds making • Travel agencies • Investment opportunities(stocks,options, • Telemarketing companies involved in the • Water purification securities,currency, metals, etc.) following products: (1) Psuedo- 3. Confidential Information. A. The parties agree that the terms of this Agreement, as well as all information of a business nature relating to the business operations of the parties and customer information, and the methods used by the other party in the conduct of its business(the"Confidential Information"). Each party agrees to hold the other party's Confidential Information in strict confidence, not to disclose,distribute or disseminate the Confidential Information in any way to any third party and not to use the Confidential Information for any purpose,except in connection with the purposes of this Agreement, and except as may be required by Applicable Law or a court of competent jurisdiction. Each party agrees that the breach of this provision may result in irreparable harm to the non-breaching party,for which money damages may be an insufficient remedy, and therefore the non-breaching party will be entitled to injunctive relief to enforce the provisions of this section. B. Data Privacy.The parties each shall independently ensure that it and its employees,subsidiaries, affiliates,agents and sub-contractors shall observe the provisions of applicable privacy laws and comply with any reasonable request made by the other arising from the requirements of such laws or any applicable statute, law or regulation relating to protection of personal data in any jurisdiction. MCCa agrees that any and all data, reports and documentation supplied by Client or its affiliates or third parties on Client's behalf,which are confidential and which are clearly designated as confidential, shall be subject only to the disclosure requirement for the performance of MCCa's obligations hereunder, and will be held in strict confidence and shall not be disclosed or otherwise disseminated without the written consent of Client. C. The parties each shall independently ensure that its employees, subsidiaries, affiliates, agents and sub-contractors are aware of and comply with the confidentiality provisions of this Agreement. D. If either party becomes aware of any disclosure or use of information in violation of confidentiality provisions of this Agreement, it shall promptly notify the other party in writing and take all reasonable steps necessary to recover the disclosed information and to prevent its subsequent unauthorized use or dissemination. 4. Warranties. MCCa warrants to Client that the Service will be performed in a professional and timely manner consistent with industry standards and in accordance with Applicable Law and the terms of this Agreement. EXCEPT FOR THE FOREGOING WARRANTY, MCCA SPECIFICALLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICE,WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 5. Exclusion of Certain Damages. UNDER NO CIRCUMSTANCES WILL MCCA BE LIABLE TO CLIENT FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, DAMAGE TO OR LOSS OF EQUIPMENT, LOST PROFITS OR REVENUE, EVEN IF MCCA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6. Limitation of Liability. a. MCCa's aggregate cumulative liability to Client for all claims relating to this Agreement or the Service,whatever the basis of the liability, will not exceed an amount equal to the total amount of all Fees paid by the Client to MCCa for the Service during the one(1)month period preceding the month in which the event giving rise to liability occurs. b. MCCa shall not be responsible for the acts or omissions of the Client or Customer or any other person or entity, including but not limited to any clearing house association or processor,any funds transfer system,the Federal Reserve Bank, any other financial institution or any supplier, and no such person or entity will be deemed MCCa's agent. c. MCCa is not responsible for detecting any errors in the remittance information or any other information received from Client or any Customer. d. Client understands and agrees that any form of Customer documentation or disclosures provided to Client by MCCa in connection with the Service is provided by MCCa solely as a courtesy and MCCa makes no representation or warranty regarding the sufficiency or accuracy of such documentation or disclosures, including whether or not such documentation or disclosures comply with Applicable Law. MCCa Master Services Agreement V0912015 7. Indemnity. Client shall indemnify and defend MCCA from and against any and all losses,claims, demands,fines and penalties against MCCA arising from: (i)Client's or Customer's breach of this Agreement or Applicable Law;(ii)claims by Customers relating to the Service unless and except to the extent caused by MCCa's gross negligence or willful misconduct;(iii)information, instructions or data provided by Client or any Customer or potential Customer to MCC;(iv)claims by Client's third-party service providers, including but not limited to, gateways, systems, banks, issuers, and card processors,other than claims related to MCCa's gross negligence or willful misconduct; (v) Client or Customer's failure to comply with all MCCa guidelines,directives,policies, practices, rules and procedures made available to Client or Customer; (vi)chargebacks and other processing losses, including but not limited to any returned Transactions, in the event the returned Transaction is caused by Client's or Customer's error or incorrect information supplied by Client or Customer, insufficient funds in Client's or Customer's account, a closed Customer account,and/or failure timely to notify MCCA of changes in Client's or Customer's account. 8. Force Majeure. Neither party shall be responsible for delays or failures in performance resulting from acts or occurrences beyond reasonable control of such party, including,without limitation:fire,explosion, power failure,flood, earthquake, hurricane or other act of God, civil commotion, terrorism,or acts of public enemies; any law,order, regulation,ordinance,or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation,strikes,slowdowns,picketing or boycotts. In such event,the party affected shall be excused from such performance(other than any obligation to pay money)on a day-to- day basis to the extent of such interference. The other party shall, likewise, be excused from performance of its obligations on a day-to-day basis to the extent such party's obligations relate to the performance so interfered. 9. Representations,Warranties and Covenants. A. Each party represents,warrants and covenants to and with the other party that: (i)such party will comply, and will cause its employees and agents to comply with,all the terms of this Agreement,which are applicable to it, including any amendments thereto,and with all Applicable Law; (ii)such party is an entity,duly organized,validly existing and in good standing under the laws of the state of its organization; (iii)such party has all necessary power and authority to enter into this Agreement and to perform all of the obligations to be performed by it under this Agreement; (iv)this Agreement has been duly executed and delivered by such party and constitutes the valid and binding obligations of such party,enforceable in accordance with its terms;(v)there is no action, suit or proceeding pending or to such party's knowledge threatened which,if decided adversely,would impair such party's ability to carry on its business substantially as now conducted or which would adversely affect such party's financial condition or operations. B. Client represents, warrants and covenants to and with MCCa that: (i)each Client settlement account into which a credit Transaction is paid through the Service is a business account in accordance with NACHA Rules; (ii)Client has not relied upon MCCa for advice regarding compliance with Applicable Law; and(iii)Client will independently verify Client's compliance with Applicable Law. 10. Intellectual Property Ownership. A. Each party acknowledges that all trademarks, patents,copyrights, designs, licenses, know how, proprietary information and other intellectual property, including all documentation relating thereto, in any format or medium("Intellectual Property")belonging to the other("Owner"), which may be disclosed or used for the purposes of this Agreement at all times belongs to the Owner. To the extent that one party is required to use the Intellectual Property of the Owner for the purposes of this Agreement,the Owner hereby grants a non-exclusive, non- transferable license to the other party to use the same,for the purposes of this Agreement,for so long as this Agreement remains in force and the user thereof shall not acquire any other rights whatsoever to the Owner's Intellectual Property. All rights not expressly granted to Client hereunder are reserved by MCC. B. Client shall not, and shall not permit any other third party to disassemble,decompile, reverse engineer,or create derivate works from the Software. C. Client warrants to MCCa that it has obtained all right and authority to use any and all trademarks, service marks,trade names,domain names,slogans, logos,designs or other marks provided by Client to MCCa for use in connection with the Service. D. MCCa shall be entitled to injunctive relief for any breach or threatened breach of this paragraph,without the necessity of MCCa showing actual money damages. Such injunctive relief shall not preclude MCCa from pursuing any other remedies available to it, including the recovery for damages sustained it is able to prove or for the cost of the action, including reasonable attorneys'fees. 11. Insurance. Each party, at its expense, keep in full force and effect insurance policies in such amounts as are reasonably appropriate for purposes of this Agreement, but in no event less than$1 million per occurrence. 12. Publicity. Neither party shall make any public announcement relating to the other party, the terms of this Agreement or its performance hereunder without the prior written consent of the other party,which consent shall not be unreasonably withheld. 13. Audits. A. Client agrees to allow MCCa(or MCCa's designee) reasonable access to audit Client's facilities and applicable books and records,and will use commercially reasonable efforts to obtain for MCCa the right of access for such applicable books and records which are not in Client's possession, as the case may be, as is reasonably necessary to ensure Client's compliance with Applicable Law and this Agreement. MCCa Master Services Agreement V0912015 Provided, however,that,except where MCCa or its designee discovered a deficiency or violation during an immediately preceding audit, MCCa may not perform an audit of Client more than once in any calendar year. B. If any audit results in a conclusion that Client is not in compliance with Applicable Law or this Agreement, or results in the identification of any control deficiency or other error or deficiency that could reasonably be expected to have an adverse impact on the Service then Client shall take immediate steps consistent with reasonable commercial practices to correct the noncompliance,error or deficiency. 14. Miscellaneous. A. Governing Law and Forum.This Agreement shall be governed by and construed in accordance with the laws of State of New Jersey, without giving effect to its conflicts of law principles.The parties agree that the exclusive jurisdiction and venue of any litigation arising out of or relating to this Agreement shall be the district court within and for Middlesex County, New Jersey,or if jurisdictional requirements are otherwise met,the United States District Court for the District of New Jersey. Each of the parties hereby waives a jury trial and the defense of an inconvenient forum. B. Entirety of Agreement.This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous agreements, promises, representations, understandings and negotiations between the parties,whether written or oral,with respect to such subject matter. C. Waiver and Changes. This Agreement and the rights and obligations expressed in this Agreement shall not be abrogated,prejudiced or affected by the granting of time,credit or any indulgence or concession by either party to the other party or to any other person or by the exercise by either party of any of its rights hereunder or by any compromise, release, abandonment,waiver,variation, relinquishment or renewal of any rights of either party. Neither party shall be deemed to have waived any of its rights, powers or remedies under this Agreement unless the waiving party approves such waiver in writing. No changes to this Agreement shall be binding upon the parties unless made in writing and signed by an authorized representative of each party. D. Invalidity. If any provision hereof is for any reason determined to be invalid, such provision shall be deemed modified so as to be enforceable to the maximum extent permitted by law consistent with the intent of the parties as herein expressed,and such invalidity shall not affect the remaining provisions of this Agreement,which shall continue in full force and effect. E. Third Party Beneficiaries.This Agreement is made solely and specifically between and for the benefit of the parties,and their respective successors and permitted assigns,and no person shall have any rights, interest,or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise. F. Attorneys'Fees. In any action to enforce the terms of this Agreement or to collect damages for its breach, the prevailing party shall be entitled to its reasonable attorneys'fees and all costs and expenses of enforcement through arbitration,appellate and post-award proceedings. G. Notices.Any notices or other communications required or permitted by this Agreement shall be in writing and shall be delivered either by personal delivery or by nationally recognized overnight courier service,to the attention of"General Counsel"at the address for such party first set forth above,or to such other address as either party shall have designated to the other by written notice given pursuant to the terms hereof. Notices shall be deemed given: two business days after deposit with overnight courier, if sent by overnight courier; upon delivery,if hand delivered; and upon the date of attempted delivery,where delivery is refused. H. Assignment. Neither this Agreement nor any of the rights or obligations under it may be assigned,delegated,sub-licensed or transferred(by operation of law or otherwise)by either party without the prior consent of the other party,which consent shall not be unreasonably withheld, except that MCCA may, at its sole discretion, assign its rights or delegate or subcontract performance of its obligations under this Agreement to(i)any subsidiary, affiliate or parent entity;and (ii)any purchaser or transferee of substantially all of MCCa's stock or assets and liabilities. I. No Agency. Nothing in this Agreement is intended,or shall be construed,to constitute or establish a joint venture, partnership or fiduciary relationship between the parties, and no party shall have the right or authority to act for or on behalf of any other party,except as otherwise expressly provided herein. Each party is acting as an independent contractor in the performance of its obligations under this Agreement. J. Counterparts.This Agreement may be executed in multiple counterparts,each of which shall be deemed an original, but all of which shall constitute one and the same document. K. Survival.The following provisions of this Agreement shall survive the termination of this Agreement: (i)provisions relating to protection of Confidential Information; (ii) all obligations and liabilities(including fees)incurred prior to the termination or during any transition period; (iii) all indemnification obligations in this Agreement;(iv)all provisions which by their express terms survive termination. L. E-Verify. Municipal Code uses the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all employees.We will not be subcontracting any of this work;all work will be performed by Municipal Code employees. Municipal Code's E- Verify Number is 42302 15. Termination of Agreement. A. Either party may terminate this Agreement for cause in the event of a breach of this Agreement by the other party which remains uncured thirty(30)calendar days after notice thereof by the non-breaching party.The notice of termination shall detail the reason for such termination. Notwithstanding the foregoing or anything to the contrary otherwise contained in this Agreement, MCCa may terminate this Agreement upon five(5)calendar days prior written notice if Client has failed to pay any amount due MCCa within the time periods set forth in this Agreement or failed to maintain the Minimum Balance in the Client Funding Account. MCCa Master Services Agreement V0912015 B. Notwithstanding any term or provisions ofthisAgreement to the contrary,either party shall be entitled to terminate thisAgreement,upon thirty(30)calendar days'written notice afterthe occurrence of any ofthefollowing:(i)the commencement of proceedings inbankruptcy,or for reorganization of the other party,orforthe readjustment of any of the debts ofthe other party underthe applicable Bankruptcy Code,as amended,or any partthereof,or under any other laws,forthe relief ofdebtors,now or hereafter existing,by either party or against either party,which is not dismissed within thirty(30)calendar days;(ii)the appointment of a receiver,trustee or custodian of the other party,orfor any substantial assets ofthe other party,orthe institution of proceedings forthe dissolution orthe full or partial liquidation of the other party, which isnotdismissed within thirty(30)calendar days;(iii)the other party ceasing to conduct its business in the ordinary course. C. Either party may terminate this Agreement upon thirty(30)calendar days advance notice upon any change inApplicable Lawthat would render such party's continued participation asthen structured illegal ornviolation ofApplicable Law;provided,however,that shorter notice may be given if legally required in order to comply with such applicable law. D. MCCa may terminate this Agreement inmediately upon written notice f(i)the processes bywhich MCCa provides the Service are deemed or could reasonably be deemed to violate or be inviolation of any Applicable Law;(ii)it reasonably appears to MCCa that the Service is being used by Client or Customers for inappropriate,illegal,or improper purposes orthat to continue to provide the Service to Client or Customers would present an unacceptable business rsktoMCCa;or(iii)if information supplied by Client regarding the Client Funding Account isfalse,inaccurate or incomplete. E. Upon termination ofthisAgreement,MCCAshall provide Clientwiththe assistance reasonably necessary to facilitate theorderly transition of Client's Customers to alternative bill payment services similarto the Service(the"Transition Services").Transition Services shall be provided at MCCa's published time and materials rates which are ineffect at the time ofthe Transition Services.Any license rights granted herein shall survive termination ofthisAgreement until the Transition Services are completed. 16. Term.TheAgreement iseffective as ofthe Effective Date and will continue for an initial term oftwo(2)years("Initial Term"). Thereafter, this Agreement will automatically renewforsuccessive twelve(12)month periods unless terminated by either party bywritten noticetothe other party not less than one hundred eighty(180)calendar days prior to the expiration of the term then in effect.(The Infial Term and any renewal terms hereinaftercollectively referred to as the"Term".)The Client reserves the rightto negotiate contract terms with the successful vendor for services not initially selected forthe full term of this contract. INWITNESSWHEREOF,the parties have caused thisAgreementtobeexecuted bytheirduly authorized representatives MUNICIPAL CODE CORPORATION ADVANTAGE (MCCa)A (Client) division of Municipal Code Corporation By: By: Name: Name: Title: Title: Witness: Witness: Date: Date: MCCa Master Services Agreement V0912015 ' ;I • Cih'of CITY OF PORT ARTHUR,TEXA. diff\i`\ nrt rti< '- ADDENDUM NO. ONE (1) • Tetus October 5,2015 Bid Proposal For: Printing of Water Bills The following clarifications, amendments, deletions, additions, revision and/or modifications are made a part of the contract documents and change the original documents only in the manner and to the extent hereinafter stated and shall be incorporated in the contract documents. Provisions of this addendum shall take precedence over requirements of the original contract documents and all BIDDERS ARE REQUESTED TO ACKNOWLEDGE SAID PROVISIONS IN THE SUBMISSION OF THEIR BID. Addendum as follows: 1. Quote is due October 9, 2015 by 1:00 P.M. 2. Remove the current Page 1 and replace with the attached Page 1. If you have any questions, please contact the Purchasing Division at 409-983-8160. NOTE: ALL PAGES OF ADDENDA MUST BE SIGNED AND SUBMITTED WITH YOUR BID DOCUMENTS. i /I 1 ir/ alf Clifton Williams, CPPB Acting Purchasing Manager Signature of Proposer Date CITY OF PORT ARTHUR City°f -- i) QUOTE SHEET ;. ,,;, 41 - (Specifications are attached) Vitt rthar Teras Date of Request: October 1, 2015 Department Requesting Quote: Water Billing Bid Number: P 15-074 Services Needed: Quote for Printing Water Bills Quote Due Date&Time: Wednesday October 7,2015 by 1:00 P.M. Delivery: Quotes are to be faxed to(409)983-8291, E-mailed to clifton.williams@portarthurtx.gov Delivered to the Purchasing Div., 2"d floor, City Hall. Questions,Please contact: Clifton Williams,Acting Purchasing Manager Clifton.williams@portarthurtx.gov Item Unit of Measure Unit Cost Initial programming and set-up one-time fee One-time Fee $ 0.00 Waived Statements with#9 Envelope Per Statement $ 0.12 Statements without#9 Envelope Per Statement $ 0.11 Heavy Mailings Per Statement $ 0.11 +Special handling charge Household Mailings Per Statement $ 0.11 +Special handling charge Online Bill PDF Generation,Viewing and Archiving Per Statement $ 0.01 One-time fee for Base setup for E-Bill One-time Fee $ 0.00 Waived E-Bills-emailing of statements to customers Per Statement _$__ 0.10 National Change of Address(NCOA)verification and changes Per Statement $ 0.005 Printing of secondary pages of original statement Per Page $ 0.04 Inserting Fee for Additional Advertising Per Insert $ 0.01 Special handling charge for householding, outsorts,or pulled statements Per Statement $ 0.12 •717thtlkoito,,Th . The Municipal Code Corporation Company Name Signature W.Eric Grant 850-576-3171 Printed Name Phone 1700 Capital Circle Address Fax Tallahassee,FL 32316 info@aiinccadvantage.com City State,Zip E-mail / t Ei 1/EJ ". r r/0/5/j Clifto i Williams,CPPB,Acting Purchasing Manager Date Page 1 of 7 (,r„J __ - CITY OF PORT ARTHUR,TEXAS ADDENDUM NO.ONE(1) nrt rther nun October 5,2015 Bid Proposal For: Printing of Water Bills The following clarifications, amendments, deletions, additions,revision and/or modifications are made a part of the contract documents and change the original documents only in the manner and to the extent hereinafter stated and shall be incorporated in the contract documents. Provisions of this addendum shall take precedence over requirements of the original contract documents and all BIDDERS ARE REQUESTED TO ACKNOWLEDGE SAID PROVISIONS IN THE SUBMISSION OF THEIR BID. Addendum as follows: 1. Quote is due October 9,2015 by 1:00 P.M. 2. Remove the current Page 1 and replace with the attached Page 1. If you have any questions,please contact the Purchasing Division at 409-983-8160. NOTE: ALL PAGES OF ADDENDA MUST BE SIGNED AND SUBMITTED WITH YOUR BID DOCUMENTS. � , Clifton Williams, CPPB Acting Purchasing Manager Signature of roposer Date SPECL CATIONS FOR PRINTING OF WATT:__BILLS • 1. The City will uploads data files to contractor secure cloud-based transfer site and email the contractor notifying that the files are ready for processing and the volume sent. 2. The City receives automatic email confirmation from contractor verifying receipt of the files and that processing has begun. 3. Once statements have completed processing, City will receive another email from contractor notifying the City the statements are available for download at transfer site. Statement printing will be held until a notification of release is provided, at that time statements are released for printing and inserting. 4. Included in the file will be statements, any out sorted statements, USPS paperwork (Form 3600-R) indicating the number of statements electronically for printing, as well postage breakdown, the CASS/PAVE address error report and the summary report detailing all address changes. Any statements that have been flagged for issues will be available for review. 5. City receives email that processing is complete and awaiting approval. City downloads bill statement PDF proofs and USPS mail reports. After reviewing, City sends email approving release for printing and mailing. 6. Once contractor receives City approval email, bill files are released for printing and inserting. Contractor emails City that production is completed and the statements have been delivered to the USPS and mailed. Attached to the email notification is job ticket which provides details of completed billing statements processed. 7. The City mails an estimated amount of 17,000 bills per month. The bills are mailed in four cycles that month estimating around 4,000 bills per cycle. 8. The contract is a two year contract with the option to renew for an additional two year period. Page 2 of 7 GENERAL INFORMATION: NOTE: It is extremely important that the Vendor, Bidder, and/or Contractor furnish the City of Port Arthur the required information specified in Bid or Proposal Specifications listed in this Bid Package. All bids meeting the intent of this request for bid will be considered for award. BIDDERS TAKING EXCEPTION TO THE SPECIFICATIONS, OR OFFERING SUBSTITUTIONS, SHALL STATE THESE EXCEPTIONS BY ATTACHMENT AS PART OF THE BID. The absence of such a list shall indicate that the bidder has not taken exceptions and the City shall hold the bidder responsible to perform in strict accordance with the specifications of the invitation. The City reserves the right to accept any and all or none of the exception(s)/substitutions(s) deemed to be in the best interest of the City of Port Arthur. ALTERING BIDS: Bids cannot be altered or amended after submission deadline. Any interlineations, alteration, or erasure made before opening time must be initialed by the signer of the bid, guaranteeing authenticity. BID AWARD: The City of Port Arthur will review all bids for responsiveness and compliance with these specifications. The award shall be made to the responsive, responsible bidder who submits the best value bid. The City reserves the right to: 1. Reject any and all bids and to make no award if it deems such action to be in its best interest. 2. Award bids on the lump sum or unit price basis, whichever is in the best interest of the City. 3. Reject any or all bids and to waive informalities or defects in bids or to accept such bids as it shall deem to be in the best interests of the City. 4. Award bids to bidders whose principal place of business is in the City of Port Arthur and whose bid is within 5% of the lowest bid price, as provided by Section 271.905 of the Texas Government Code. TERMINOLOGY: "Bid" vs. "Proposal"--For the purpose of this ITB, the terms "Bid" and Proposal" shall be equivalent. Bidders are cautioned to read the information contained in this ITB carefully and to submit a complete response to all requirements and questions as directed. CONFLICT OF INTEREST: No public official shall have interest in this contract, in accordance with Vernon's Texas Code Annotated, Local Government Code Title 5, Subtitle C, Chapter 171. ETHICS: The bidder shall not offer or accept gifts or anything of value nor enter into any business arrangement with any employee, official or agent of the City of Port Arthur. MINIMUM STANDARDS FOR RESPONSIBLE PROSPECTIVE BIDDERS: A prospective bidder must affirmatively demonstrate bidder's responsibility. A prospective bidder must meet the following requirements: 1. Be able to comply with the required or proposed delivery schedule. 2. Have a satisfactory record of performance. 3. Have a satisfactory record of integrity and ethics. 4. Be otherwise qualified and eligible to receive an award. Page 3 of 7 5. Be engaged in a full th—e business and can assume liabilities _.,r any performance or warranty service required. 6. The City Council shall not award a contract to a company that is in arrears in its obligations to the City. 7. No payments shall be made to any person of public monies under any contract by the City with such person until such person has paid all obligations and debts owed to the City, or has made satisfactory arrangements to pay the same. ADDENDA: Any interpretations, corrections or changes to the ITB and Specifications will be made by addenda. Sole issuing authority of addenda shall be vested in the City of Port Arthur Purchasing Manager. The City assumes no responsibility for the bidder's failure to obtain and/or properly submit any addendum. Failure to acknowledge and submit any addendum may be cause for the bid to be rejected. It is the vendor's responsibility to check for any addendums that might have been issued before bid closing date and time. PORT ARTHUR PRINCIPAL PLACE OF BUSINESS: Any bona fide business that claims the City of Port Arthur as its principal place of business must have an official business address (office location and office personnel) in Port Arthur, the principal storage place or facility for the equipment shall be in Port Arthur and/or the place of domicile for the principal business owner(s) shall be in Port Arthur or such other definition or interpretation as is provided by state law. Contractors outside the City of Port Arthur are allowed to bid. PRICES: The bidder should show in the proposal both the unit price and total amount, where required, of each item listed. In the event of error or discrepancy in the mathematics, the unit price shall prevail. PURCHASE ORDER: A purchase order(s) shall be generated by the City of Port Arthur to the successful bidder. The purchase order number must appear on all itemized invoices. INVOICES: All invoices shall be mailed directly to the City of Port Arthur, Attn.: Water Billing, P.O. Box 1089, Port Arthur, Texas 77641. PAYMENT: Payment will be made upon receipt of the original invoice and the acceptance of the goods or services by the City of Port Arthur, in accordance with the State of Texas Prompt Payment Act, Article 601f V.T.C.S. The City's standard payment terms are net 30, i.e. payment is due 30 days from the date of the invoice. SALES TAX: The City of Port Arthur is exempt by law from payment of Texas Sales Tax and Federal Excise Tax; therefore the proposal shall not include Sales Tax. VENUE: This agreement will be governed and construed according to the laws of the State of Texas. This agreement is performable in Port Arthur, Texas, Jefferson County. COMPLIANCE WITH LAWS: The Contractor shall comply with all applicable laws, ordinances, rules, orders, regulations and codes of the federal, state and local governments relating to performance of work herein. INTEREST OF MEMBERS OF CITY: No member of the governing body of the City, and no other officer, employee or agent of the City who exercises any functions or responsibilities in connection with Page 4 of 7 the planning and carrying out c, the program, shall have any personal t.,_.tncial interest, direct or indirect, in this Contract; and, the Contractor shall take appropriate steps to assure compliance. DELINQUENT PAYMENTS DUE CITY: The City of Port Arthur Code of Ordinances prohibits the City from granting any license, privilege or paying money to any-one owing delinquent taxes, paving assessments or any money to the City until such debts are paid or until satisfactory arrangements for payment has been made. Bidders must complete and sign the AFFIDAVIT included as part of this ITB. QUANTITIES: Quantities shown are estimated, based on projected use. It is specifically understood and agreed that these quantities are approximate and any additional quantities will be paid for at the quoted price. It is further understood that the contractor shall not have any claim against the City of Port Arthur for quantities less than the estimated amount. SHIPPING INFORMATION: All bids are to be F.O.B., City of Port Arthur, Port Arthur, TX 77640 INCORPORATION OF PROVISIONS REQUIRED BY LAW: Each provision and clause required by law to be inserted into the Contract shall be deemed to be enacted herein and the Contract shall be read and enforced as though each were included herein. If, through mistake or otherwise, any such provision is not inserted or is not correctly inserted the Contract shall be amended to make such insertion on application by either party. CONTRACTOR'S OBLIGATIONS: The Contractor shall and will, in good workmanlike manner, perform all work and furnish all supplies and materials, machinery, equipment, facilities and means, except as herein otherwise expressly specified, necessary or proper to perform and complete all the work required by this Contract, in accordance with the provisions of this Contract and said specifications. The apparent silence of these specifications as to any detail or to the apparent omission from it of a detailed description concerning any point shall be regarded as meaning that only the best commercial practices are to prevail. While the purpose of the specifications is to indicate minimum requirements in the way of capability, performance, construction, and other details, its use is not intended to deprive the City of Port Arthur the option of selecting goods which may be considered more suitable for the purpose involved. In the event of conflicts between the written bid proposal and information obtained verbally, the vendor is specifically advised that the written bid proposal will prevail in the determination of the successful bidder. Under the Title VI of the Civil Rights Act of 1964, no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance. TERMINATION FOR CAUSE: If, through any cause, the Contractor shall fail to fulfill in a timely and proper manner his obligations under this contract, or if the Contractor shall violate any of the covenants, agreements or stipulations of this contract, the City shall thereupon have the right to terminate this contract by giving written notice to the Contractor of such termination and specifying the effective date thereof, at least fifteen (15) days before the effective date of such termination. Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of the contract by the Contractor, and the City may withhold any payments to the Page 5 of 7 Contractor for the purpose of st,. off until such time as the exact amount damages due the City from the Contractor is determined. TERMINATION FOR CONVENIENCE: The City may terminate this contract at any time giving at least thirty (30) days notice in writing to the Contractor. If the Contract is terminated by the City as provided herein, the Contractor will be paid for the service that it has performed up to the termination date. If this contract is terminated due to fault of the Contractor, the previous paragraph hereof relative to termination shall apply. RELEASES AND RECEIPTS: The City of Port Arthur before making payments may require the Contractor to furnish releases or receipts for any or all persons performing work and supplying material or service to the Contractor, or any sub-contractors for work under this contract, if this is deemed necessary to protect its interests. CARE OF WORK: The Contractor shall be responsible for all damages to person or property that occurs as a result of his fault or negligence in connection with the work performed until completion and final acceptance by the City. SUB-CONTRACTS: The Contractor shall not execute an agreement with any sub-contractor or permit any sub-contractor to perform any work included in this Contract until he has received from the City of Port Arthur written approval of such agreement. INSURANCE: All insurance must be written by an insurer licensed to conduct business in the State of Texas, unless otherwise permitted by Owner. The Contract shall, at his own expense, purchase, maintain and keep in force insurance that will protect against injury and/or damages which may arise out of or result from operations under this contract, whether the operations be by himself or by any subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable, of the following types and limits 1. Commercial General Liability occurrence type insurance City of Port Arthur, its officers, agents, and employees must be named as an additional insured): a. Bodily injury$500,000 single limit per occurrence or$500,000 each person/$500,000 per occurrence for contracts of$100,000 or less; or Bodily injury$1,000,000 single limit per occurrence or$500,000 each person/$1,000,000 per occurrence for contracts in excess of$100,000; and, b. Property Damage $100,000 per occurrence regardless of contract amount; and, c. Minimum aggregate policy year limit of$1,000,000 for contracts of $100,000 or less; or, Minimum aggregate policy year limit of$2,000,000 for contracts in excess of$100,000. 2. Commercial Automobile Liability Insurance(Including owned, non-owned and hired vehicles coverage's). a. Minimum combined single limit of$500,000 per occurrence, for bodily injury and property damage. Page 6 of 7 b. If individual — its are provided,minimum limits are$—J,000 per person, $500,000 per occurrence for bodily injury and$100,000 per occurrence for property damage. Contractor shall cause Contractor's insurance company or insurance agent to fill in all information required (including names of insurance agency, contractor and insurance companies, and policy numbers, effective dates and expiration dates) and to date and sign and do all other things necessary to complete and make into valid certificates of insurance and pertaining to the above listed items, and before commencing any of the work and within the time otherwise specified, Contractor shall file completed certificates of insurance with the Owner. • None of the provisions in said certificate of insurance should be altered or modified in any respect except as herein expressly authorized. Said CERTIFICATE OF INSURANCE Form should contain a provision that coverage afforded under the policies will not be altered, modified or canceled unless at least fifteen (15) days prior written notice has been given to the City of Port Arthur. Contractor shall also file with the City of Port Arthur valid CERTIFICATE OF INSURANCE on like form from or for all Subcontractors and showing the Subcontractor (s) as the Insured. Said completed CERTIFICATE OF INSURANCE Form (s) shall in any event be filed with the City of Port Arthur not more than ten (10) days after execution of this Contract. NOTICE TO PROCEED: Notice to Proceed shall be issued within ten(10) days of the execution of the Contract by OWNER. Should there be any reasons why Notice to Proceed cannot be issued within such period, the time may be extended by mutual agreement between OWNER and CONTRACTOR. CELL PHONE OR PAGER: The Contractor must have a working cell phone or pager available Monday through Friday from 8:00 a.m. to 5:00 p.m. so that the City will be able to contact the contractor. Page 7 of 7