Resolution 2015-04 Resolution No. 2015-04
A RESOLUTION OF THE UNITED CITY OF YORKVILLE, ILLINOIS
APPROVING AN AGREEMENT FOR PRINTING AND MAILING SERVICES
FOR UTILITY BILLS WITH SEBIS DIRECT, INC.
Whereas, the United City of Yorkville (the "City") is a duly organized and
validly existing non home-rule municipality created in accordance with the Constitution
of the State of Illinois of 1970 and the laws of the State; and,
Whereas, SEBIS Direct, Inc. has submitted a proposal to the City for the printing
and mailing of the City's utility bills; and,
Whereas, the Mayor and City Council have determined that it is in the best
interest of the City to exempt from the bidding requirements pursuant to Section 1-7-3
133a(16) of the Yorkville City Code and enter into an agreement with SEBIS Direct, Inc.
for utility bill printing and mailing.
NOW, THEREFORE, BE IT RESOLVED, by the Mayor and City Council of
the United City of Yorkville, Kendall County, Illinois, as follows:
Section 1: That the AGREEMENT FOR PURCHASE OF PRINTED PRODUCTS
AND ELECTRONIC PRINTING AND MAILING SERVICES, between SEBIS Direct, Inc
and the United City of Yorkville, attached hereto and made a part hereof by reference as
Exhibit A, is hereby approved and Rob Fredrickson, Finance Director, be and is hereby
authorized to execute said Agreement on behalf of the City.
Section 2: This Resolution shall be in full force and effect upon its passage and
approval as provided by law.
Passed by the City Council of the United City of Yorkville, Kendall County, Illinois
this 24th day of March, 2015.
DPorr CITY CLERK
CARLO COLOSIMO aye KEN KOCH aye _ -
JACKIE MILSCHEWSKI aye LARRY KOT aye
JOEL FRIEDERS aye CHRIS FUNKHOUSER aye
ROSE ANN SPEARS aye DIANE TEELING aye
Resolution No.2015-04
Page 1
Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois,
this c?' `day of MOCH , 2015.
M R
Resolution No.2015-04
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AGREEMENT FOR PURCHASE OF PRINTED PRODUCTS
AND
ELECTRONIC PRINTING,AND MAILING SERVICES
BETWEEN:
SEBIS DIRECT,INC.
("SEBIS)
AND
Yorkville,Illinois
("Yorkville")
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TERMS AND CONDITIONS
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THIS AGREEMENT is made by and between SEBIS DIRECT,INC.(SEBIS"),with its principal place of business at 6516
WEST 74"'STREET, BEDFORD PARK,IL 60638 and the United City of Yorkville, Illinois("Yorkville"),with its
principal place of business at 800 Game Farm Road,Yorkville,IL 60560
SEBIS designs,procures,warehouses and ships certain products and provides services used in the Yorkville's business.And,
SEBIS and Yorkville desire to enter into this Agreement which shall serve as a blanket agreement for the design,procurement,storage
and distribution of products and the provision of services. It is intended that the terms and conditions of this Agreement take preference
over the terms or conditions of any purchase order or other document,unless such orders or documents are signed by both parties.
In consideration of the statements set forth above,which are incorporated into this Agreement,and of the mutual promises
and agreements contained below,the parties agree as follows:
1. DEFINITIONS 1.1 Electronic Printing and Mailing "Electronic Printing and Mailing"shall include the production of business forms
or stock,printing of Yorkville supplied information,computer processing,lettershop conversion to U.S. Postal specifications,delivery of
mail to the U.S.Postal system,web development and electronic bill payment processing("EBPP'). Electronic Printing and Mailing does
not include mailing costs(postage).
1.2. Components: "Components"shall be defined as the items other than business forms(i.e.,envelopes,publications, insert
materials,etc.)that are necessary to produce the finished Product.
2. PRODUCT SEBIS agrees to provide and Yorkville agrees to purchase,accept and pay for Product in the dollar value or
quantities,and according to the specifications as described in Schedule A("Proposal").
3. SERVICES Yorkville shall supply SEBIS with data meeting the specifications established in Schedule A("Proposal').After receipt
of this data,SEBIS agrees to provide Yorkville with the following Services("Services"): .
3.1 Product Design and Analysis SEBIS will review and analyze Yorkville Product for design improvements,recommended
consolidation and quantities,and other ideas which may result in the reduction of the overall cost of use for Yorkville.
3.2 Warehopsing Components SEBIS will store Yorkville supplied Components(other than publications)in quantities not to exceed a
six(6)month's supply.
3.3 Delivety Schedule and Data Review All dates for the furnishing of Products and Services including shipment or delivery of
,
Products are based upon the Checklist/Time Schedule provided In advance by Yorkville or by SEBIS.
3.4 Miscellaneous Services SEBIS will provide other Services to Yorkville as reasonably requested and as provided for in Schedule A
("Proposal").
4. PRICE 4.1 Rates and Fees:Taxes The rates and fees for SEBIS Product,Components and Services related to Electronic
Printing/Mailing Services and Electronic Bill Payment Processing in effect during the term of this Agreement,unless changed pursuant
to Paragraph 4.2 below,is as outlined in Schedule A("Proposal").The rates and fees set forth in Schedule A do not include any
provision for sales,use excise,occupation, privilege,value added or similar taxes,and Yorkville shall be responsible for the payment of
any such taxes as may be applicable to the rendering of Services.
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4.2 Increases in SEBIS Costs SEBIS may increase the purchase price of its PRODUCT,Components or Services if the cost of
manufacturing the Product and Components or providing the Services increases as a result of any mill increase in the price of paper to
Sebis.
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SEBIS may also revise prices if the quantity of records provided by Yorkville varies by more than ten percent(10%)above or below the
quantity identified in Schedule A("Proposal"),if the file layout changes,or,if the Components of Product or Services has changed.
Any purchase price changes for the above reasons shall become effective thirty(30)days after written notice is received by Yorkville.
All invoice prices for forms and services shall equal those prices in effect at the time of the underlying order.
4.3 Payment Terms Unless SEBIS has otherwise agreed in writing,Yorkville will incur.a 21h%financing charge per month for those
invoices not paid within the specified payment terms as listed in Schedule A("Proposal").Any changes to financing rates shall become
effective thirty(30)days after written notice is received by Yorkville.
4.4 Billing Yorkville agrees to pay,for Product,Components,Services,freight(F.O.B.SEBIS warehouse or facility),and other items
produced or procured by SEBIS for Yorkville as specified in Schedule A("Proposal").
45 Freigbt SEBIS uses various types delivery services.Only at Yorkville'S request and expense will SEBIS obtain additional shipping
insurance for the delivery of inbound/outbound Yorkville materials.In the event additional insurance was not requested by Yorkville,
SEBIS shall not be held liable for any claims,damages,loss or shortages incurred during the transition of such materials.
4.6 Pre-P me t of f Postage Yorkville agrees to pay for postage in advance of any scheduled mailing produced/delivered by SEBIS. f
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SEBIS does not advance payment for postage and shall not be held liable for mailing delays attributed to lack of Yorkville postage
funds, j
5. PROOFS Proofs shall be submitted by SEBIS to Yorkville prior to final production.:SEBIS shall not be held liable for errors if the
work is produced per Yorkville'S approval or if changes are communicated verbally.SEBIS shall not be held liable for errors if Yorkville
has not requested or has refused to accept proofs,including subsequent or final changes,or has failed to return proofs with indication
of changes or has instructed SEBIS to proceed without submission of final proofs.Upon final written approval of proofs from Yorkville,
Yorkville will assume ALL responsibility and costs Incurred for any errors that would necessitate a rerun of Yorkville'S order.
6. JERM AND TERMINATION 6.1 Term The term of this Agreement shall begin effective as of the date hereof and shall continue
until terminated by the COMPANY upon written notice to SEBIS,or by SEBIS upon thirty(30)days prior written notice to the
COMPANY.
6.2 Termination At the time of the natural expiration,termination,cancellation or any other discharge of this Agreement,Yorkville
shall pay for any materials,Components,or finished Product that are in SEBIS'possession and SEBIS shall forward the same to
Yorkville.These materials,Components,or finished Product shall be paid for by Yorkville at the price referenced in Schedule A
("Proposal"),In addition,Yorkville shall be invoiced,and shall pay such invoice,for any flat-rate programming or set-up charges
incurred by SEBIS.All orders from Yorkville received prior to notice of termination shall be completed by SEBIS and paid for by
Yorkville.
6.3 Default If either party materially breaches its obligations resulting from this Agreement,the other party has a right to terminate
this Agreement upon giving written notice to the other party at least thirty(30)days prior.to the effective date of termination.If such a
breach is not cured within thirty(30)days from the receipt of such notice,at the expiration of said thirty(30)day period this Agreement
and all rights granted hereunder shall terminate,without prejudice,to the non-breaching party's rights,including the right to collect
monies due or to become due under this Agreement.
6.4 Termination Without Cause Either party may terminate this Agreement for any reason upon giving written notice to the other
party at least ninety(90)days prior to the effective date of termination.
7. WARRANTY Sebis warrants that it will maintain consistent standards of quality and workmanship.There are no other warranties
or representations which have been made by Sebis or relied upon by Yorkville.
8. LIMITS OF LIABILITY SEBIS'liability for damaged Yorkville materials shall be limited to the replacement cost;and SEBIS shall 1
have no liability for missed production schedules resulting,directly or indirectly,from unforeseen delays.
9. CONFIDENTIALITY SEBIS agrees that it recognizes the sensitivity of the names,addresses and Yorkville data it may receive
from Yorkville in connection with performing services.SEBIS further agrees that:(a)such information is the property of the Yorkville;
(b)it will keep such information confidential and will not disclose the same to any third party;(c)it will only use such Information as
required to perform services under this Agreement.
The above restrictions shall not apply if Yorkville makes public any such information or any such information becomes public
knowledge not as a result of any action by SEBIS or if SEBIS is required to provide any such information pursuant to any law or court
order.
10. PROPRIETARY INFORMATION SEBIS acknowledges that its employees,agents,independent contractors and representative
may be informed of,and have access to Yorkville systems,processes,formats and materials(collectively"Proprietary Information").
SEBIS acknowledges and agrees that said Proprietary Information shall remain the exclusive property of the Yorkville to be held in trust
and solely for the Yorkville'S benefit. SEBIS agrees not to disclose,directly or indirectly,.to a third party any such Proprietary
Information without the prior written consent of the Yorkville.
Upon termination of this agreement,SEBIS shall return to the Yorkville all Proprietary Information without copies being retained by
SEBIS.
11. EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT Yorkville agrees that it will refrain from hiring,
soliciting for employment,or otherwise attempting or seeking to employ,directly or indirectly,any current or future SEBIS employee for
a period of two(2)years following the separation of such individual from employment with SEBIS.
12. ASSIGNMENJ AND WAIVER This Agreement shall be binding upon and inure to the benefit of Yorkville and SEBIS,their
successors and assigns,provided,however,that this Agreement is not assignable by either parry without the written consent of the
other,which consent shall not be withheld unreasonably.SEBIS may utilize subcontractors to provide any of the Services,provided
that SEBIS shall be responsible for the performance,in accordance with the terms of this Agreement,of all subcontractors used by it.
No waiver by either SEBIS or Yorkville of any default or breach hereunder shall establish a course of performance or constitute a
waiver of any other default or breach and shall not prelude either party from thereafter requiring strict compliance with the terms of this
Agreement.
13. FORCE MAJEURE SEBIS shall not be liable for any delay in performance or inability to perform due to Force Majeure."Force
Majeure"means any act,omission or occurrence beyond SEBIS'reasonable control,including any act of omission of any civil or
military authority,act of God,act or omission of Yorkville,fire,strike or other labor disturbance,major equipment failure,fluctuation or
nonavailability of electrical power,heat,light,air conditioning or telecommunications equipment,or any act,omission or occurrence
beyond SEBIS'reasonable control,irrespective of whether similar to the foregoing enumerated acts,omissions or occurrences.If
SEBIS'performance is delayed by Force Majeure the time for performance shall be extended for a period of time equal to the period of
time of the delay.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement this 2nd day of July 2015
SEBIS: Yorkville:
BY: 20.����avid Brady BY,
110, 1100,
Title: Manager-Public Sector Tide: i"nat9Ctp L>;/-p c v
Date: 07/02/2015 Dater
United City of Yorkville, Illinois
Schedule A
Set-up and continuously produce all document compositions,data transformations,postal processes and imaging
processes. Prices are valid for a minimum of two years. Quantity is 36,000 documents per year.
The cost per bill is 11.9 cents each or$119.00 per 1,000 documents. If the monthly mailing quantity is 3,000 the
Sebis investment would be 11.9 X 3,000=$357.00 plus 15.00 which equals$372.00 per month. NCOA may add$4.50
per month if the change of address rate is 1%. All charges are based on usage so will increase or decrease based on
the real usage.
The additional insert prices are 3.2 cents for a one sided sheet and 4 cents for a two sided insert. For a typical month the
one sided insert will add$96.00 for a 3,000 bill mailing or $120.00 for a two sided insert into a 3,000 bill mailing.
Initialization of Document Direct(paper billing): $495.00 waived for Yorkville
Print and mail bills/statements Runt charge of 15.00 flat and
Includes paper,two sided bill,outer window envelope, reply envelope. $87.001M including full color
#10 outer envelope $17.001M
#9 reply envelope $15.001M i
One sided additional insert up to full color $32.0011011
Two sided additional insert up to full color $40.0011011
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NCOA`'nk address updates $0.15 per update,estimated 1%changes
Address correction data provided to Yorkville per batch.
Prevailing Programming Rate(program changes after initial set up) $125.001 hour
Terms: Net 30 days. All postage is payable and held at Sebis in advance of use.
Prices do not include shipping or postage. j
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