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Master Services Agreement
This Master Services Agreement ("MSA"), dated as of the „-4 day of f ,
2018, by and between Arista Information Systems, Inc. ("Arista"), a Georgia corporation, and the
City of Crestview, Florida ("Customer). Arista and Customer, each a "Party" and are jointly the
"Parties".
WHEREAS, Arista wishes to provide, and Customer wishes to acquire, products and services
as described herein;
NOW THEREFORE, in consideration of these mutual premises and benefits and for good and
valuable consideration, the sufficiency of which is herein acknowledged, the Parties hereto agree as
follows:
1. Services to be Provided.
This MSA sets forth the terms and conditions upon which Arista agrees to provide and
Customer agrees to purchase such services as shall be specified in one or more Service Schedules that
Arista and Customer shall choose to enter into from time to time. Each such Service Schedule is
hereby incorporated into and made a part of this MSA by reference as fully as if set forth herein.
2. Term and Termination.
(a) The term of this MSA shall commence upon the later of (i) the last date on which either
Arista or Customer executes this MSA or (ii) the effective date of any Service Schedule hereunder
executed by Arista and Customer.
(b) This MSA shall terminate upon the termination of all Service Schedules executed by
Arista and Customer subject to this MSA.
(c) Arista may terminate this MSA and any related Service Schedule upon five (5) days'
prior written notice to Customer in case of the occurrence of any of the following events (each an
"Event of Default"):
(i) A material adverse change in the business, financial condition, business procedures,
products or services of Customer; or
(ii) A sale of all or a substantial portion of Customer's assets; or
(iii) Customer commences a voluntary case under the Bankruptcy Code (Title 11 of the
United States Code); files a petition seeking to take advantage of any other laws,
domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or
entry into an arrangement for adjustment of debts; consents to or fails to contest in a
timely and appropriate manner any petition filed against it in an involuntary case under
such bankruptcy laws or other laws; generally becomes unable to pay its debts or trade
obligations as they become due; makes a general assignment for the benefit of creditors;
or takes any corporate action for the purpose of authorizing any of the foregoing; or
Arista Master Services Agreement
(iv) Commencement of a case or other proceeding against Customer in any court of
competent jurisdiction seeking relief under the Bankruptcy Code or under any other
laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding
up or adjustment of debts, or the appointment of a trustee, receiver, custodian, liquidator
or the like of Customer; or
(v) Customer defaults in any material respect in the performance or observance of any term,
covenant, condition or agreement contained in this MSA or any related Service
Schedule.
Upon the occurrence of any such Event of Default, all amounts payable hereunder by Customer to
Arista shall be due and payable on demand.
(d) After termination or expiration of this MSA or any related Service Schedule for any
reason whatsoever, Customer shall continue to bear total responsibility for all fees, credits and
adjustments resulting from transactions processed pursuant to this MSA and any related Service
Schedule and all other amounts then due or which thereafter may become due to Arista under this
MSA and related Service Schedules.
3. Pricing/Invoicing.
(a) The prices for any products and services are set forth in the applicable Service
Schedule.
(b) Any sales and use taxes, and any other similar taxes applicable to any production, sale,
use, storage, delivery or transportation of products and services provided by Arista shall be calculated
by Arista and included in Customer's monthly statement to be paid by Customer.
(c) Arista will send a statement of the compensation due it under this MSA and any related
Service Schedule by the fifteenth (15th) day of each month, and Customer shall make payment within
ten (10) days after receipt of the statement.
(d) A late payment charge of 1.5% per month, compounded monthly, shall apply to any
payment or reimbursement due from Customer that is in arrears for a period of thirty (30) days or more
from the date such payment first became due.
4. Parties' Data /Proprietary Rights.
(a) All data furnished to Arista or its agent by Customer pursuant to this MSA and any
related Service Schedule shall at all times remain the property of the Customer. Arista shall not be
responsible for loss or destruction of Customer's data or materials, unless due to the negligence or
willful misconduct of Arista. Arista's liability under this Section for any loss or destruction of data is
limited to restoring the data without charge to the Customer, provided such restoration can be
reasonably performed by Arista, and further provided that Customer provides Arista all source data
and materials in readable format for such restoration; it being presumed conclusively that any data
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Arista Master Services Agreement
delivered to Arista has been backed up by duplicate material retained by the Customer. Arista shall
have the right to copy and retain all such data and materials for its files as it deems necessary for
emergency backup and internal processing use.
(b) Customer shall use its best efforts to assure the accuracy and adequacy of all data and
other items provided to Arista, and for all results obtained therefrom. Arista shall not be responsible
for errors or omissions resulting from any inaccuracy or defect in any data or materials supplied by its
agents or by third parties. Customer shall pay Arista, at rates specified in the applicable Service
Schedule, or at Arista's then prevailing rates if not specified in such Service Schedule, for any
processing reruns or other additional work performed by Arista due to Customer data or materials
which are incorrect or incomplete.
(c) Arista agrees to deny unauthorized access to and take reasonable steps to protect the
confidentiality of Customer's data and materials and any resultant output that is designated as
confidential by Customer. Notwithstanding the foregoing, Arista may provide such information as
Arista deems reasonably necessary to any third parties, including its affiliates, who may provide any of
the products or services under this MSA and any related Service Schedule, provided such third party
agrees to keep such confidential data and material confidential.
(d) All information, programs, software, artwork, films, molds, plates, dyes, negatives,
positives and all other items, machinery or materials furnished, developed or created by Arista, its
contractors, subcontractors, affiliates or agents in providing the products and services under this MSA
and any related Service Schedule, and all operating manuals related thereto shall remain Arista's
exclusive property.
(e) Customer agrees that Arista has a proprietary interest in the services and that
establishing services may require information which is or should reasonably be understood to be
confidential or proprietary to Arista to be exchanged between Customer and Arista relating to
computer hardware systems, software systems, communications systems, data security systems,
passwords, data formats, or other technological or procedural information. As a condition for Arista to
provide such information to Customer relating to a service, Customer agrees that it shall: (1) keep
such confidential information confidential; (2) implement commercially reasonable procedures to
maintain its confidentiality; (3) use it only for the purposes for which it was disclosed; and (4) not
disclose such information to any party other than those for whom the receipt of the Confidential
Information is necessary for the establishment and ongoing provision of the service. Customer shall
ensure that its affiliates, employees, directors, officers agents or representatives maintain the
confidentiality of the such confidential information. If Customer ceases to use any service, Customer
shall return to Arista all related confidential information it has received.
(0 Neither Party shall be required to keep confidential any information or data which is or
becomes publicly available, is already known or is independently developed by such Party outside the
scope of this MSA and any related Service Schedule, or is rightfully obtained by third parties.
(g) The Parties agree that if any of the provisions of this Section 4 are breached, or
threatened to be breached, a remedy at law may be inadequate and, therefore, without limiting any
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Arista Master Services Agreement
other remedy available at law or in equity, an injunction, specific performance or other forms of
equitable relief or any combination thereof shall be available to the non -breaching Party. The non -
breaching Party also shall be entitled to recover damages (including attorneys' fees) resulting from the
breach and the reasonable cost (including attorneys' fees) of enforcing the obligations reflected in this
Section.
5. Warranties.
(a) Upon written request of Customer, Arista shall pursue with reasonable diligence a claim
for breach of, or at Arista's option shall assign and transfer to Customer, any warranty available to
Arista from manufacturers or third -party vendors for products supplied to Customers under the terms
of this MSA or any related Service Schedule.
(b) Arista shall use reasonable care in processing all data and materials submitted to it and
in performing and providing the services set forth in this MSA and any related Service Schedule. Data
and materials shall be processed in accordance with commercially reasonable data processing
procedures. If computer services are interrupted or delayed for any reason, Arista will resume the
computer services as soon as reasonably practical. Arista shall not be liable for any damages arising
from delays in processing or in the delivery of the processed work.
(c) THE FOREGOING COMPRISES CUSTOMER'S SOLE AND ENTIRE
WARRANTY. THIS MSA AND ANY RELATED SERVICE SCHEDULE ARE SERVICE
AGREEMENTS AND TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW,
ARISTA DISCLAIMS ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, MADE TO
CUSTOMER OR ANY PERSON, INCLUDING WITHOUT LIMITATION, ANY
WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE OR OTHERWISE OF ANY SERVICES OR ANY GOODS
PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS MSA AND ANY
RELATED SERVICE SCHEDULE.
(d) CUSTOMER AGREES THAT NO ORAL OR WRITTEN ADVICE OR
REPRESENTATION OBTAINED FROM ANY EMPLOYEE OR REPRESENTATIVE OF
ARISTA OR ITS AFFILIATES SHALL CREATE A WARRANTY OR REPRESENTATION
FOR PURPOSES OF THIS MSA OR ANY SERVICES TO BE PERFORMED PURSUANT TO
ANY RELATED SERVICE SCHEDULE.
6. Limitation of Liabilities.
(a) Arista undertakes to perform only such duties as are expressly set forth in this MSA and
any related Service Schedule, and Arista shall not be bound by any agreement or document between
Customer and any other parties to which Arista is not a signatory, whether or not Arista has knowledge
thereof. Notwithstanding any other provision of this MSA and any related Service Schedule, it is
agreed by the Parties hereto that Arista shall not be liable for any action taken by it or any of its
directors, officers, affiliates, agents or employees substantially in accordance with this MSA and any
related Service Schedule, including, without limitation, any action so taken at the request of Customer,
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Arista Master Services Agreement
except for Arista's or such person's own negligence or willful misconduct. Accordingly, Arista shall
not incur any such liability with respect to any action taken or omitted to be taken in reliance upon any
documents, including any written notice or instructions provided for in this MSA or any related
Service Schedule, not only as to its due execution and to the validity and effectiveness of its provision,
but also as to the truth and accuracy of any information contained therein, which Arista shall in good
faith believe to be genuine, to have been signed or presented by the proper person or persons, and to
conform with the provisions of this MSA and any related Service Schedule.
(b) In the event errors or deficiencies in completed work result from Arista's performance
under this MSA or any related Service Schedule, Arista will correct such errors or deficiencies for
which Arista receives timely notice from Customer, but Arista's obligations shall be limited to
correcting such errors or deficiencies. Where correction is impossible or impractical, Customer shall
be entitled to a refund for that portion of the computer services or products which contain such errors
or deficiencies caused by Arista's performance.
(c) IN NO EVENT SHALL ARISTA BE LIABLE TO CUSTOMER FOR ANY
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR MARGINS
ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PRODUCTS OR SERVICES
PROVIDED UNDER THIS MSA AND ANY RELATED SERVICE SCHEDULE, OR THE
PERFORMANCE OR BREACH OF SAME, EVEN IF ARISTA HAS BEEN ADVISED OF THE
POSSIBILITY THEREOF. ARISTA'S LIABILITY HEREUNDER TO CUSTOMER, IF ANY,
SHALL IN NO EVENT EXCEED THE TOTAL OF THE FEES PAID TO ARISTA BY CUSTOMER
FOR THE PRODUCT OR SERVICE FOUND OR ALLEGED TO HAVE CAUSED CUSTOMER'S
LOSS, DAMAGE OR LIABILITY.
7. Indemnification. Except in case of negligence or intentional wrongdoing by Arista or such
person(s), Customer agrees to indemnify, hold harmless and defend Arista, its affiliates, and their
respective members, directors, officers, employees, agents and consultants from and against any and
all liability, claims, actions causes of action, losses damages, demands, suits, judgments, costs and
expenses (including attorney's fees and expenses) of every nature and description, presented or
brought for any injuries (including death) to persons and for any damages to property arising out of or
relating to any performance, attempted performance or nonperformance of any service to be provided
under this MSA or any related Service Schedule, any breach of any covenant or agreement or any
misrepresentation by Customer under same, or arising out of any negligent or willful misconduct of
Customer or its employees in connection with Customer's transactions with its customers or otherwise
arising from Customer's provision of services to its customers, including, but not limited to, any and
all costs, expenses, legal fees and liabilities incurred in connection with the investigation, defense or
settlement thereof. NOTWITHSTANDING ANY STATEMENT HEREIN, CUSTOMER DOES NOT
WAIVE ANY APPLICABLE RIGHT OF SOVEREIGN IMMUNITY.
8. Change of Procedures Due to Third Parties. Customer recognizes that in order for Arista to
provide certain services to and for Customer, Arista must obtain services from third parties, including
Arista's affiliates, related to such services, and in doing so must comply with the procedures imposed
on Arista by such parties, including any entity formed to administer and promote credit or debit cards,
including without limitation MasterCard International, Incorporated, Visa U.S.A., Inc. and Visa
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Arista Master Services Agreement
International and with all policies, procedures, operating rules, agreements or federal or state laws and
regulations applicable to a -check Transactions, including the rules and operating guidelines of the
National Automated Clearing House Association. Customer acknowledges and agrees that Arista, as a
result of revisions to such third party procedures, from time to time will be required to change those
procedures applicable to Customer or to impose new procedures, including but not limited to
procedures related to security, processing of transactions, and features and use of the services. In
addition, Arista may be required to modify, amend or terminate procedures, conditions, features or
requirements regarding the services or the processing of transactions in order to comply with the
requirements of applicable laws, regulations, or government policies. Arista will endeavor to provide
Customer with thirty (30) days' prior written notice of such changes in procedures, and those changes
will be deemed incorporated into this MSA or applicable Service Schedule at the end of such period.
In the event such prior notice cannot be given, Arista will endeavor to give Customer notice of such
changes in procedures as soon as reasonably practicable.
9. Force Majeure. Neither Party shall be deemed in breach of this MSA or any related Service
Schedule to the extent that performance of its obligations or attempts to cure any breach are delayed or
prevented by reason of any act of God, fire, natural disaster, accident, act of government, shortages of
materials or supplies or any other cause beyond the control of such Party ("Force Majeure"), provided
that such Party gives the other Party written notice of such Force Majeure promptly and, in any event,
within fifteen (15) days of discovery thereof and uses its best efforts to cure the delay. In the event of
such Force Majeure, the time for performance or cure shall be extended for a period equal to the
duration of the Force Majeure but not in excess of three (3) months.
10. General Contract Provisions.
(a) Authority. Each Party warrants and represents to the other that: (i) it has the power and
authority to execute, deliver and perform this MSA and (ii) the person executing this MSA on behalf of
it is an officer or authorized individual authorized to bind the Party with respect to its obligations
hereunder.
(b) Construction. This MSA and any related Service Schedule is an agreement between
Parties who are experienced in sophisticated and complex matters similar to the transactions
contemplated by this MSA and related Service Schedule, is entered into by both Parties in reliance
upon the economic and legal bargains contained herein, and shall be interpreted and construed in a fair
and impartial manner without regard to such factors as the Party which prepared the instrument or
drafted any portion thereof, the relative bargaining powers of the Parties, or the domicile of any Party.
(c) Publicity. Customer consents to the public use of its name as a customer of Arista.
(d) Governing Law. This MSA and any related Service Schedule shall be governed by the
laws of the State of Florida (and overriding federal law) (regardless of the laws that might be
applicable under principles of conflict of laws) as to all matters pertaining hereto, including, but not
limited to, matters of validity, construction, effect, and performance. Any controversy or claim related
to this MSA or any related Service Schedule shall be resolved in the state courts of proper jurisdiction
for Okaloosa County, Florida. Each of the Parties hereto hereby submits to the personal jurisdiction of
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Arista Master Services Agreement
the courts of the State of Florida for purposes of any court action filed in connection with this MSA
and any related Service Schedule, and any such action filed in any other court may be forthwith
removed to the courts of the State of Florida by any party to such action.
(e) Waiver. No consent or waiver, express or implied, by either Party to or of any breach
or default by the other shall be deemed or construed to be a consent to or waiver of any other breach or
default under this MSA or any related Service Schedule. Failure on the part of any Party hereto to
complain of any act or failure to act of the other Party or to declare the other Party in default,
irrespective of how long such failure continues, shall not constitute a waiver of the rights of such Party
under this MSA or any related Service Schedule.
(0 Captions. The captions used for the paragraphs in this MSA and any related Service
Schedule are inserted only as a matter of convenience and for reference and in no way define, limit or
describe the scope of the intent of this MSA or any related Service Schedule or any section hereof.
(g) Entire Agreement. This MSA and any related Service Schedule constitutes the entire
agreement between the Parties hereto with respect to the matters covered thereby. All prior
negotiations, representations and agreements with respect thereto not incorporated in this MSA and
any related Service Schedule are hereby canceled.
(h) Appendices. Each and every Appendix attached to any related Service Schedule is
hereby incorporated into and made a part of this MSA and such applicable Service Schedule by
reference as fully as if set forth herein.
(i) Amendments. This MSA and any related Service Schedule may be amended only by
written agreement executed by all Parties hereto.
(j) Counterparts. This MSA and any related Service Schedule may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which together shall be
deemed one and the same instrument.
(k) Notice. Unless otherwise provided herein, communications provided for hereunder
shall be in writing and shall be mailed, telecopied or delivered as follows:
If to Arista:
Arista
Attention: RB Sloan
100 Ashford Center North
Suite 500
Atlanta, Georgia 30338-4865
Telephone Number: (770) 414-8400
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Arista Master Services Agreement
If to Customer:
City of Crestview
Attention: Elizabeth Roy
198 North Wilson Street
Crestview, Florida 32536
Telephone Number: (850) 682-1091
or as to either Party, at such address as shall be designated by such Party in a written notice to the other
Party. All such notices and other communications shall be effective (i) if mailed, when received as
evidenced by return receipt; (ii) if telecopied, when successfully transmitted; or (iii) if hand delivered,
when delivered.
(1) Assignment. Neither this MSA nor any related Service Schedule may be assigned, in
whole or in part, by Customer without Arista's express, written consent. Any purported assignment by
Customer without such consent shall be without legal effect.
(m) Severability. If any one or more provisions in this MSA or any related Service
Schedule shall be held to be invalid, illegal, void or unenforceable in any respect (i) such provision or
provisions shall be given force to the fullest possible extent that can be valid, legal and enforceable, (ii)
such invalidity, illegality, or unenforceability shall not affect any other provision of this MSA and any
related Service Schedule, and (iii) to the extent that the intent, rights, and obligations of the Parties
hereto are not materially altered, either a legal and enforceable provision shall be substituted for the
one that most clearly carries into effect the intention of the original invalid or unenforceable provision
or this MSA and any related Service Schedule shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.
(n) Relationship of the Parties. Nothing in this MSA or any related Service Schedule shall
be construed as creating a partnership or joint venture of any kind between the Parties or as
constituting either Party as the agent of the other Party. Neither Party has the authority or power to
bind the other Party or to contract in the name of or create a liability against the other Party in any way
or for any purpose
(o) Performance by Arista's Affiliate. Any request, obligation or action which Arista may
be required or permitted to perform pursuant to this MSA and any related Service Schedule may be
performed by one of Arista's affiliates on Arista's behalf, in which case such request, obligation or
action performed by Arista's affiliate shall have the full effect under this MSA and any related Service
Schedule as if it had been performed by Arista.
(p) Survival. All obligations arising before this Agreement or any related Service Schedule
is terminated and all provisions allocating responsibility or liability between Arista and Customer shall
survive such termination and not be prejudiced by the termination of this Agreement or related Service
Schedule.
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Arista Master Services Agreement
(c) Further Assurances. The Parties covenant and agree to execute such additional
commercially reasonable agreements as may be reasonably necessary to effect the rights and
obligations provided in this MSA and any related Service Schedule.
[Remainder of page intentionally left blank.]
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Arista Master Services Agreement
IN WITNESS WHEREOF, the Parties hereto have executed under seal this Master Services
Agreement by and through their daily authorized representatives.
ARISTA:
By:
Title: C 40 0
Attest:
Title: GFO
(Corporate Seal)
CUSTOMER:
By.
Title:
Attest: 9, 1.
7
Title: ( thl
(Corporate Seal)
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Arista
Bill Printing and Mailing
Service Schedule
This Bill Printing and Mailing Service Schedule (the `BP&M Service Schedule" or
"Agreement") is entered into by and between Arista Information Systems, Inc. ("Arista") and
the City of Crestview, Florida ("Customer"). Arista and Customer each a "Party" and are
jointly the "Parties". Arista and Customer agree that, upon the terms and conditions of this
Agreement (including its Appendices A, B, C, and, if applicable, D, all of which are hereby
incorporated into and made a part of this Agreement by reference as fully as if set forth herein)
and of that certain Master Services Agreement ("MSA") executed by the Parties, Arista will
provide and Customer shall purchase the services described herein.
1. Products and Computer Services. Arista agrees to provide to Customer, and Customer
agrees to purchase from Arista, those products and services set forth in the attached Statement of
Work, designated as Appendix A. If the Parties desire to amend this Statement of Work, such
amendment shall be binding on the Parties only if a revised Statement of Work is reduced to
writing and signed by the Parties. Any additional services will be furnished by Arista subject to
availability of facilities, personnel and services available to Arista, at standard rates in effect at
the time, and in accordance with any applicable special terms agreed to in writing by the Parties.
Notwithstanding any other provision in this Agreement, Customer agrees that the services
described in this Agreement may, at Arista's discretion, be provided either directly by Arista or
through subcontractors or other third parties. Customer agrees to recognize and cooperate with
such third parties in facilitating the performance of Arista's obligations hereunder.
2. Completion Times. Arista will furnish and mail the completed product as described in
Appendix A and provide any other products and computer services pursuant to the Delivery and
Time Schedules set forth in Appendix B. In no event shall Arista be liable for any delay in the
performance or delivery of any service or product due to failure by Customer to timely provide
information, data and any other items as are reasonably required by Arista to perform its
obligations; provided, however, that if Customer fails to provide correct and complete data in
accordance with mutually agreed time schedules, Arista will promptly request the additional data
and, after Arista has received such information, data or other items, (a) Arista shall reschedule
and process Customer's work within the time limits provided in Appendix B, and (b) Customer
agrees that the time schedules shall be extended as necessary for this purpose. Data will be
deemed to have been timely submitted by Customer if received by Arista on or before the times
set forth in Appendix B.
3. Term. This BP&M Service Schedule shall be effective on the latest date of acceptance
and signing of the Agreement by either Party and shall continue for twenty-four (24) months
from the date Arista first processes Customer's bills. Thereafter, this Agreement shall
automatically renew for successive twelve (12) month periods unless written notice of
termination is given by either Party not less than ninety (90) days prior to the anniversary date on
which the termination is to be effective.
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Arista BP&M Service Schedule
4. Pricing/Invoicing.
(a) The prices for products and services under this Agreement are set forth in
Appendix B.
(b) Any sales and use taxes, and any other similar taxes applicable to the production,
sale, use, storage, delivery or transportation of the products and services shall be
calculated and paid by Customer.
(c) In addition to the prices set forth in Appendix B, Customer shall pay estimated
postage costs prior to the mailing of Customer's customer invoices. Estimated postage
costs shall be equal to Customer's actual postage costs for the preceding month. If in any
given month Customer pays estimated postage in excess of the postage costs actually
attributable to Customer, Arista shall apply such excess payment to Customer's postage
costs for the subsequent month. Arista shall sort Customer's mail to obtain the most
advantageous postage rates, and shall provide Customer with an accounting of all postage
costs incurred.
(d) Shipment of products shall be F.O.B.
(e) In order to achieve volume discounts on custom form, envelopes and other
preprinted material ordered on behalf of Customer, Arista may purchase up to a 6 month
supply of these items in advance. In the event Customer terminates this contract or
requests changes to these items, Customer shall be responsible for the cost incurred by
Arista for the remaining inventories of such items.
5. Special Order Services. All services provided by Arista to Customer other than those
identified in Appendix A shall be referred to herein as special order services and shall be
provided as follows:
(a) If Customer shall desire special order services, Customer shall submit to Arista a
written request which shall, with reasonable specificity, describe the services or changes
desired by Customer. Arista and Customer shall, within a reasonable time thereafter,
evaluate the request. Based on such evaluation, Arista will prepare specifications for the
design, enhancement and implementation of the services described and specify an
estimated number of working days after Customer's acceptance in which the applications
shall be completed.
(b) If the specifications prepared by Arista are acceptable to Customer, Customer
shall indicate its acceptance in writing.
(c) Upon acceptance by Customer of the service specifications, Arista shall
commence preparation and diligently pursue development of the product in accordance
with such specifications and shall use its best efforts, consistent with changing and
Arista BP&M Service Schedule
conflicting needs and demands of its Customers, to complete the same within the period
estimated in the specifications.
For special order services, Arista shall be compensated as provided for in Appendices A,
B, and C.
6. Special Stipulations. Any applicable terms in addition to those in this Agreement,
including Appendices A, B and C, which are incorporated by reference as if fully set forth
herein, and in the MSA between the Parties shall be outlined in Appendix D and signed by both
Parties. The absence of a fully executed Schedule D shall mean one does not exist.
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Arista BP&M Service Schedule
IN WITNESS WHEREOF, the Parties, intending to be legally bound by the terms and
conditions contained herein and by the terms and conditions of their MSA, have executed this
Bill Printing and Mailing Service Schedule to be effective on the last date indicated below.
ARISTA:
By:
Title C 00
Date: ✓7/ 6/ /% 9
CUSTOMER:
C " Name
ift/
Title: CY()-((_
Date:
`0?-/ / �.
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Arista BP&M Service Schedule
Appendix A
Statement of Work — Printing and Mailing Services
1) Statement to be formatted based on Customer requirements.
2) Data will be received at Arista via electronic transfer initiated by Customer in a format
agreed upon by both Parties.
3) All addresses will be passed through certified postal -coding software for CASS (Coding
Accuracy Support System) certification and delivery point barcode for automated postage
discount.
4) Statement materials included: statement page, outside mailing envelope, courtesy -reply
envelope.
5) Processing, printing, collating, folding, inserting and mailing.
6) Preparation and delivery to USPS in automation stream.
Statement of Work — PDF Services for Printing and Mailing Customers
OPTIONAL SERVICE
1) Data used will be the same data as provided for Printing and Mailing Services.
2) A PDF image of the exact statement that is printed and mailed will be created.
3) PDF images are available for the Customer to view, print, and download.
Statement of Work — Electronic Bill Presentment
OPTIONAL SERVICE
1) Arista will provide a hosted website to the Customer to facilitate the electronic presentment
of Customer's statements to Customer's End Users.
2) The electronic bill statement, available through the website, is to be formatted based on
Customer requirements.
3) The data received at Arista to be used to generate the electronic statement will be initiated
by the Customer in a format agreed upon by both Parties.
4) Customer may suppress a paper bill for viewing electronically by the End User on the Bill
Presentment website.
5) The Arista Electronic Bill Presentment Website shall, as agreed between the Parties:
a. Allow the Customer's End User to view a bill statement.
b. Allow the Customer's End User to view an e-bill.
c. Allow the Customer's End User to pay a statement via a credit/debit card or
electronic check through the website. (If Customer elects to allow such payments,
Customer must also execute the Arista Third Party Payment Processing Service
Schedule.)
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Arista BP&M Service Schedule
Appendix B
Time Schedule and Pricing
Customer must provide a delivery schedule of data thirty (30) days in advance. Data
received promptly will be mailed within 24 hours. If data is not delivered by Customer
promptly or if incorrect data is received by Arista, data will be reprocessed in accordance with
agreement within 48 hours after receipt by Arista.
SERVICES: UNIT PRICE:
Processing, printing, collating, folding, inserting, and preparation and delivery to USPS in
automation stream
1) Highlight Color $0.10
Delinquent Notices (Highlight or Non -Highlight) $0.10
2) Cost of additional page $0.06
3) Additional cost of duplex page $0.035
4) Additional cost if "pre-printed form" $0.01
5) Checks $0.15
6) Additional Inserts $0.01
7) Postage Cost
8) Minimum Monthly Charge $500.00
9) Programming Charge 100.00/hour
10) Initial Set up Fee Waived (With 24 month agreement)
11) Additional charges for regular or delinquent files under 500 pieces $ 10.00
12) Suppression of Paper Bill (Electronic Bill) $0.04
Prices do not include postage. Postage to be supplied at cost with an estimated amount
billed in advance. All qualified mailable pieces will be coded for maximum discount.
Above pricing includes the price for forms, outside envelope, and return envelope, all of which
will be billed to Customer at cost. Arista reserves the right to change this pricing during the
term of the Agreement to reflect changes in Arista 's costs.
New services or products will be added from time to time to a published price list which will be
provided to Customer and become part of this Schedule.
PRICING FOR PDF SERVICES: (Optional ) UNIT PRICE:
1) Monthly Charge $0.00
2) Per Image Charge $ 0.01
6
Arista BP&M Service Schedule
Appendix C
Schedule of Charges for Special Order Services
Pricing for services of this nature will be made by quotation.
Minimum Hourly Programming Rate $ 100.00 Per Hour
7
Arista BP&M Service Schedule
Appendix D
Special Stipulations
[Unless this Appendix D is executed by both Parties, there are no special stipulations concerning
this BP&M Service Schedule.]
ARISTA:
By:
Title:
Date:
CUSTOMER:
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By:
Title:
(317_-)SR.)4!,u)
Name
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Date: 440 (
8