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HomeMy WebLinkAbout4245 Contract Number: 4245 Vendor: PUGET SOUND ENERGY Subject: Customer Care Department: Finance File Class: LEG 12-1 Begin Date: Ol/08/2002 End Date: O1/07/2011 Review Date: 09/O1/2010 Vault Date: Comments: Automatic 1 year renewal unless 120 day notice given , AGREEMENT FOR CUSTOMER CARE SERVICES , This Customer Care Services Agreement ("Agreement") is dated, for reference purposes only, this eighth day of January 2002, is made and entered into by and between Puget Sound Energy, Inc., a Washington corporation ("PSE"), and City of Bremerton, a municipal corporation of the state of Washington (the "City"). Each of PSE and the City is sometimes referred to in this Agreement as "Party"; both of PSE and the City are sometimes referred to in this Agreement together as "Parties." Recitals A. The City operates water, sewer and stormwater systems for its residents and commercial activities. B. PSE provides bill printing and mailing services and payment processing services (as more fully described in Section 1, "Customer Care Services") to municipal and private utilities. C. The City desires to purchase from PSE, and PSE desires to provide to the City, Customer Care Services, subject to the terms and conditions of this Agreement. Agreement PSE and the City therefore agree as follows: Section 1. Customer Care Services Subject to the terms and conditions of this Section 1, PSE will provide to the City, and the City will accept from PSE, Customer Care Services as follows: 1.1 Bill Printing and Mailing Services (a) Not more often than eight (8) times in any calendar month during the term of this Agreement, the City will provide to PSE an electronic data file, in such form as the Parties may mutually agree upon, containing the relevant billing information for the City's Customers. PSE will notify the City within twenty-four (24) hours of receipt of such data file if it encounters any problems in reading or using such data file. (b) Within two (2) business days after PSE's receipt of a data file referred to in Section l.l(a) without problem, PSE will print and mail to each of the City's Customers included in that file a billing statement containing the information agreed CUSTOMER CARE SERVICES AGREEMENT PAGE I upon by the parties. PSE will include with each billing a windowed envelope for remittance of payment. The City will be responsible for any billings to Customers other than those provided by PSE pursuant to this Section 1.1. (c) PSE will print and mail to any Customer a past due payment notice, provided that the City delivers to PSE or its designee, detailed information, in such form as the Parties may mutually agree upon, regarding the applicable past due payment amount and any message or text desired by the City to be included with such notice. (d) The form of the statements to be used by PSE for billings and notices pursuant to this Section 1.l will be consistent with PSE's standard design. PSE's standard design is one page per bill. PSE will not change the standard to two pages per bill without the prior written consent of the City. The City will provide to PSE a digitized logo. PSE will include with each statement a windowed envelope for remittance of payment. (e) The City will provide to PSE accurate and current addresses for each of the City's Customers. Any undeliverable bill will be returned to the City at its cost and expense. (f) At the City's request, PSE will include in each billing envelope (in addition to the payment remittance envelope) a Mail Insert and Additional Mail Insert, delivered to PSE by the City, designed in accordance with PSE specifications; provided, that: (i) a "Mail Insert" means a one or two page insert that complies with all of the specifications provided by PSE; and (ii) PSE will not be obligated to include with a statement for any billing period any Mail Insert or Additional Mail Insert provided to PSE or its designee less than two days prior to the end of such billing period. PSE will not be responsible for the printing of any Mail Insert or Additional Mail Insert. The City shall pay PSE for each Additional Mail Insert as set forth in Section 2.1. For the purposes of this Agreement, "Additional Mail Insert" means each page of any single- or multiple-page insert to be included in any billing statement other than the Mail Insert. (g) PSE will protect the Customer information provided by the City to PSE pursuant to this Section 1.1 against any unauthorized use or disclosure to the same extent that PSE protects its own customer information of a sinlilar nature against unauthorized use or disclosure; provided, however, that this Section 1.1 (g) will not be interpreted or construed to prohibit (i) any use or disclosure that is necessary for PSE's performance of its obligations under this Agreement, (ii) any use or disclosure required by applicable law (e.g., pursuant to applicable securities laws or legal or regulatory process) or (iii) any use or disclosure made with the prior written consent of the City. CUSTOMERCARESERV~ESAGREEMENT PAGE 2 1.2 Payment Processing Services (a) On each working day during the term of this Agreement, PSE will receive all payments made by Customers that are delivered to a caller box in the downtown Bellevue Post Office designated by PSE in the Customers' billing statements ("Caller Box"). (b) Within two (2) business days at~er receipt of any Customer payment at the Caller Box, PSE will remit such payment amount (which remittance may be an aggregate amount of all Customer payments received on the same day) to a bank account designated by the City ("Remittance"). On the same day as PSE makes any such remittance, PSE will provide to the City an electronic data file, in a format mutually agreed upon, describing each Customer whose payment has been received by PSE and the amount paid by such Customer. PSE will have no responsibility for the processing of any payments delivered by the Customer to any location other than the Caller Box. (c) PSE will keep accurate records of total daily payment amounts received from Customers at the Caller Box and amounts remitted by PSE to the City's bank account pursuant to this Agreement. PSE will make a correct copy of such records available to the City upon the City's request. (d) During the term of this Agreement, PSE will send to the City daily by first class U.S. mail any payments by Customers that do not meet the electronic processing tolerances established by PSE and the City jointly. (e) PSE will make, once every twelve (12) months a compact disc ("CD") that contains electronic copies of all customer stubs and payment checks then received by PSE ("CD Service"). The City shall pay PSE for the CD Service as set forth in Section 2.2. Section 2. Compensation 2.1 Payment Amount - Bffi Printing and Mailing Services (a) During Initial Term. As full compensation for PSE's providing the Bill Printing and Mailing Services of the Customer Care Services to the City during the Initial Term, the City will pay to PSE an initial set up fee for Bill Priming and Mailing Services equal to Five Hundred dollars ($500.00) and, on a monthly basis, the following amounts: (i) for each account bill page and each past due notice printed, an amount equal to Sixteen cents ($0.16) ("Bill Rate"); and (ii) for each Additional Mail Insert, an amount equal to One cent ($0.01) ("Insert Rate"); and CUSTOMER CARE SERVICES AGREEMENT PAGE 3 (iii) the amount charged for first class postage for each account bill mailing (b) During Renewal Term. As full compensation for PSE's providing the Bill Printing and Mailing Services of the Customer Care Services to the City during each Renewal Term, the City will pay to PSE, on a monthly basis, the following amounts: (i) for each account bill page and each past due notice printed, an amount equal to the product of (A) the Bill Rate in effect during the Initial Term or the immediately preceding Renewal Term, whichever is applicable, multiplied by (B) the change in CPI for all urban consumers, Seattle-Tacoma index (1982- 84=100) as published by the Bureau of Labor Statistics from the initial month of the last year of the prior term to the month proceeding the commencement of the Renewal Term ("CPI"); and (ii) for each Additional Mall Insert, an amount equal to the product of (A) the Insert Rate in effect during the Initial Term or the immediately preceding Renewal Term, whichever is applicable, multiplied by (B) the change in CPI noted in (i) above; and (iii) the amount charged for first class postage for each account bill mailing. 2.2 Payment Amount - Payment Processing Services (a) During Initial Term. As full compensation for PSE's providing the Payment Processing Services of the Customer Care Services to the City during the Initial Term, the City will pay to PSE an initial set up fee for Payment Processing Services equal to Five Hundred dollars ($500.00), an initial set up fee for the CD Service equal to Zero dollars ($0.00) and, on a monthly basis, the following amount: (i) for each account bill payment received by PSE for processing on the City's behalf, whether posted or returned to the City, an amount equal to Seventeen cents ($0.17) ("Processing Rate") (b) During Renewal Term. As full compensation for PSE's providing the Payment Processing Services of the Customer Care Services to the City during each Renewal Term, the City will pay to PSE, on a monthly basis, the following amount: (i) for each account bill payment received by PSE for processing on the City's behalf, an amount equal to the product of(A) the Processing Rate in effect during the Initial Term or the immediately preceding Renewal Term, whichever is applicable, multiplied by (B) the annual CPI referenced in 2. l(b)(i) above. CUSTOMER CARE SERVICES AGREEMENT PAGE 4 2.3 Payment Method The City will pay to PSE the amount of any invoice for the payment amounts referred to in Sections 2.1 and 2.2 within thirty (30) days after the date received of such invoice. Any payment not made when due will accrue interest at the rate of one percent (1%) per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. The City's payment of such late fees will not excuse or cure any breach or default for late payment. PSE may accept any check or payment without prejudice to its rights to recover the balance due or to pursue other rights or remedies. No endorsement or statement on any check or payment or letter accompanying any check or payment or elsewhere will be construed as an accord or satisfaction. All amounts payable under this Agreement are denominated in United States dollars and the City will pay all amounts payable under this Agreement in lawful money of the United States. Section 3. Relationship of Parties The Parties acknowledge and agree that they are dealing with each other hereunder as independent contractors. Nothing contained in tl~s Agreement will be interpreted as constituting either Party as the joint venturer, agent, employee, £ranehisee or partner of the other Pa~ or as confer~ng upon either Pa~ the power of authority to bind the other Party in any transaction with third pax~ies. Section 4. Term and Termination 4.1 Initial Term, Renewal Term, Termination The initial term of this Agreement will commence as of the date this agreement is executed ("Effective Date") and, unless earlier terminated as provided in this Agreement, will expire on the third (3rd) aunive~sary of the Effective Date ("Initial Term"). After the Initial Term, this Agreement shall automatically renew for consecutive one (1) year periods (each, a "Renewal Term"), unless either Party provides to the other Party, not less than one hundred twenty (120) days prior to the expiration of the then-current Initial Term or Renewal Term, written notice of termination of this Agreement; provided, however, that no termination under this Section 4.1 will relieve either Par~y from any of its obligations or liabilities incurred during the then-current Initial Term or Renewal Term. CUSTOMER CARE SERVICES AGREEMENT PAGE 5 4.2 Termination for Breach or Default If either Party commits a material breach of or default under this Agreement, then the Non-Breaching Party may give the Breaching Party written notice of the breach or default (including a statement of the facts relating to the breach or default and the provisions of this Agreement that are applicable to such breach or default). If the Breaching Party fails to cure the specified breach or default within thirty (30) days after receipt of such notice (or such later date as may be specified in such notice), then the term of this Agreement will terminate at the end of the cure period specified in the default notice. Section 5. Limitation of Liability and Damages Each party will be liable only for actual, direct and consequential damages arising from or related to this Agreement. Except to the extent necessary to satisfy any liability for third-party claims under Section 6, neither party's total liability (whether in contract, tort or otherwise) with regard to this Agreement (including, but not necessarily limited to, any liability arising out of any performance, nonperformance, breach or default under this Agreement) will, in the aggregate, exceed the mount of $250,000. Section 6. Indemnification 6.1 By PSE PSE will indemnify, defend, and hold the City harmless from any and all losses, claims, actions, damages and expenses arising out of or resulting from, PSE's negligence or willful misconduct under this Agreement except to the extent that such losses, claims, actions, damages and expenses are caused by or arise out of the negligence of the City. In the event that any suit based upon such losses, claims, actions, damages, or expenses is brought against the City, PSE upon notice of the commencement thereof, will defend the same at its sole cost and expense, and if final judgment be adverse to the City, or the City and PSE jointly, PSE will promptly satisfy the same. 6.2 By The City The City will indenmify, defend, and hold the PSE harmless from any and ail losses, claims, actions, damages and expenses arising out of or resulting from the City's negligence or willful misconduct under this Agreement except to the extent that such losses, claims, actions, damages and expenses are caused by or arise out of the negligence of PSE. In the event that any suit based upon such losses, claims, actions, damages, or expenses is brought against PSE, the City upon notice of the commencement thereof, will defend the same at its sole cost and expense, and if final judgment be adverse to PSE, or the City and PSE jointly, the City will promptly satisfy the same. CUSTOMER CARE SERVICES AGREEMENT PAGE 6 Section 7. Subcontracting PSE may subcontract or delegate performance of the Customer Care Services to any subsidiary or company without the prior written authorization of the City. Any such delegation or subcontracting of performance of any of the Customer Care Services to a PSE subsidiary or third party entity will not relieve PSE of its obligation to perform the Customer Care Services in accordance with this Agreement. Section 8. Notices Any notice, request or other communication specifically provided for under this Agreement will be provided in writing and will be delivered in person, by first-class U.S. mail, stamped with the required postage, via facsimile, accompanied by confmnation of receipt, or by express mall or similar form of overnight delivery, in each case properly addressed to the recipient specified below: If to the City: City of Bremerton 239 Fourth Street Bremerton, WA 98337 Arm: City Treasurer If to PSE: Puget Sound Energy, Inc. P.O. Box 90868 Bellevue, WA 98009-0868 Attn: Purchasing Manager Any notice, request or other communication delivered as set forth above will be deemed to be effective upon receipt. Any Party may change its address specified in this section by giving the other Party notice of such change in accordance with this section. Section 9. Force Majeure Neither Party will be liable to the other for, or be considered to be in breach of or default under this Agreement because of, any delay or failure in performance by such Party under this Agreement to the extent such delay or failure is due to any cause or condition beyond such Pan'y's reasonable control. Section 10. Non-Waiver The failure of the City or PSE to insist upon or enforce strict performance of any of the provisions of ttds Agreement or to exercise any rights under this Agreement will not be construed as a waiver or relinquishment to any extent of its right to assert CUSTOMER CARE SERVICES AGREEMENT PAGE 7 or rely upon any such provisions or rights in that or any other instance; rather, the same will be and remain in full force and effect. Section 11. Severnbility The invalidity or unenforceability of any provision of this Agreement will not affect the other provisions hereof, and this Agreement will be construed ia all respects as if such invalid or unenfomeable provisions were omitted. Section 12. Rights Cumulative The rights and remedies of each Party set forth in any provision of this Agreement are in addition to and do not in any way limit any other rights or remedies afforded to such Party by law. Section 13. No Third Party Beneficiary This Agreement will not be construed to create rights in, or to grant remedies to any third party as a beneficiary of this Agreement or of any duty, obligation or undertaking established herein. Section 14. Governing Law The obligations of each Party under this Agreement will be governed by and construed in accordance with the laws of the state of Washington, without reference to any roles governing conflict of laws, except to the extent such laws may be preempted by the laws of the United States of America. Section 15. Governmental Authority This Agreement is subject to the mles, regulations, orders and other requirements, now or hereafter in effect, of all regulatory authorities having jurisdiction over this Agreement, the Parties or any of them, including, without limitation, the Washington Utilities and Transportation Commission. All laws, ordinances, rules, regulations, orders and other requirements, now or hereafter in effect, of governmental regulatory authorities that are required to be incorporated in agreements of this character are by this reference incorporated in this Agreement. Section 16. Jurisdiction and Venue Neither Party will commence or prosecute any suit, proceeding or claim to enfome the provisions of this Agreement, to recover damages for breach of or default in this Agreement, or otherwise arising under or by reason of this Agreement, other than in the state and federal courts of the State of Washington. Both parties hereby CUSTOMER CAR~ SERVICES AGREEMENT PAGE 8 irrevocably consent to the jurisdiction of the courts of the state of Washington with venue laid in King County or Kitsap County. Section 17. Amendment No amendment or modification of any provision of this Agreement will be valid unless set forth in a written amendment to this Agreement. This Agreement may be amended only with the express written consent of both of the Parties and no provision of this Agreement will be varied or contradicted by any oral agreement, course of dealing or performance or any other matter not set forth hereafter in a written agreement signed by both of the Parties. Section 18. Entire Agreement This Agreement constitutes, on and as of the date hereof, the entire agreement of the Parties with respect to the subject matter of this Agreement and all prior understandings or agreements, whether written or oral, between the Parties with respect to the subject matter of this Agreement arc hereby superseded in their entireties. Each provision of this Agreement is the product of negotiation between the Parties. Any rule of interpreting ambiguities against the interests of the drafting party will not be applied in resolving any dispute over thc meaning of any provision of this Agreement or thc intent of the Parties with respect to such provision. Section 19. Counterparts This Agreement may be executed in any number of counterparts, each of which so executed will be deemed to be an original, and such counterparts together will constitute one and the same instrument. Once signed, any legible reproduction of this document made by reliable means (for example, photocopy or facsimile) is considered an original. In wimess whereof, the Parties have executed this Agreement on the date first above written. By ~ ~ By_~~..~.~',.-----~- Its t~q/~/~- Its ff_..,~,~,~sr //~o~f ~o?l~,~fi/¢~ CUSTOMER CARE SERVICES AGREEMENT PAGE 9 CUSTOMER CARE SERVICES AGREEMENT PAGE 10