DEPARTMENT OF FINANCE OFFICE OF PURCHASING. PROJECT NUMBER 3171 Document length - 33 pages. DUE DATE 2:00 PM May 23, 2012 Dear Sir/Madam:

DEPARTMENT OF FINANCE OFFICE OF PURCHASING May 2, 2012 REQUEST FOR CENTRALIZED MAIL ROOM SERVICES NORWALK CITY HALL PROJECT NUMBER 3171 Document length - 33 pages DUE DATE 2:00 PM May 23, 2012 Dear Sir/Madam: The City of Norwalk is soliciting proposals for centralized mailroom services for Norwalk City Hall. RFP DOCUMENTS are available upon receipt of this invitation (if not attached) over the Internet at http://www.norwalkct.org Adobe Acrobat reader is required to view this document. If you do not have this software you may down load it for free from Adobe. Businesses, without fax or Internet access equipment, may contact the Purchasing Department at 203-854-7712 for any RFP information. Our fax number is 203-854-7817. We would appreciate the courtesy of promptly advising us if you do not intend to respond. To properly maintain our records those firms who do not respond may be removed from our vendor records. All questions must be directed, in writing, to Gerald J. Foley, Purchasing Agent, via e-mail to gfoley@norwalkct.org or via fax to (203) 854-7817. The deadline for submission of questions is 2:00PM, May 16, 2012. If, after review of the RFP documents, your firm is interested in performing the services specified, provide the information requested, sign and return the complete document, along with your detailed proposal, to the City of Norwalk Purchasing Department by the due date. Sincerely, Gerald J. Foley Purchasing Agent Tel 203-854-7712 Fax 203-854-7817 E-Mail gfoley@norwalkct.org Page 1, MailRoomServices.3171

TABLE OF CONTENTS INVITATION TO BID SECTION 1 SCOPE OF WORK 1.0 QUESTIONS CONCERNING RFP 1.1 PROPOSAL OVERVIEW 1.2 CURRENT OPERATIONS 1.3 CONTRACT TERMS 1.4 EXISTING EQUIPMENT 1.5 RESPONSIBILITY OF THE CITY 1.6 PERSONNEL 1.7 OVERTIME 1.8 TECHNICAL BACKUP SUPPORT 1.9 CONFIDENTIALITY 1.10 COVERAGE 1.11 CHANGES TO CONTRACT 1.12 MANAGEMENT REVIEWS 1.13 PROPOSAL PREPARATION COSTS 1.14 OPERATING HOURS 1.15 MAILROOM SERVICES 1.16 COPY SERVICES 1.17 PROPOSED FEE STRUCTURE 1.18 INSURANCE REQUIREMENTS 1.19 CRITERIA FOR EVALUATING PROPOSALS 1.20 SAMPLE CITY AGREEMENT SECTION 2 - RESPONSE FORMS 2.1 FORM OF PROPOSALS 2.2 PRICING RESPONSE FORM(S) 2.3 STATEMENT OF QUALIFICATIONS SECTION 3 - GENERAL INFORMATION (Request Express Document #1006) EXHIBIT MATERIALS LOCATION DIRECTORY CITY MAILROOM SERVICES ROUTE - CITY Page 2, MailRoomServices.3171

1.0 QUESTIONS CONCERNING RFP SECTION 1 - PROJECT SPECIFICATIONS No oral interpretations shall be made to any respondent as to the meaning of any of these documents or to be effective to modify any of the provisions of this request. Every request for an interpretation shall be made in writing, addressed and forwarded to the Norwalk Purchasing Department, Room 103, 125 East Avenue, P.O. Box 5125, Norwalk, Connecticut 06856-5125; e-mail gfoley@norwalkct.org, fax (203) 854-7817; To receive consideration, such questions shall be submitted in writing at least seven (7) days before the established date for receipt of proposals. The Purchasing Agent will arrange as addenda, which shall become a part of the contract, all questions received as above provided and the decision regarding each. At least three (3) days prior to the receipt of proposals, the Purchasing Department shall issue to their website, at www.norwalkct.org a copy of these addenda. Non-receipt of said addenda shall not excuse compliance with said addenda. It is the responsibility of each respondent to determine whether any addenda have been issued and if so whether he/she has received a copy of each. No alleged "verbal interpretation" shall be held valid. Any addenda issued during the bidding period shall supersede previous information. 1.1 PROPOSAL OVERVIEW The City of Norwalk is soliciting proposals for centralized mailroom services for Norwalk City Hall. The City of Norwalk is seeking a single vendor to provide these services. The primary purpose of this request for proposal is to solicit responses from qualified vendors to provide the City with the necessary personnel and services to enable the City to establish a fully centralized mailroom services operation. The information provided herein is intended to assist vendors in the preparation of proposals necessary to properly respond to this RFP. It is not intended to limit a proposal s content; rather it is designed to provide interested vendors with sufficient information to understand the current operation of the City. Vendors responding to this RFP are encouraged to incorporate strategies and services (management, support, training, etc ) that may be necessary to establish the most effective mailroom services operation. Ultimately, our objective is to contract with a vendor that provides these services using creative methods to lower costs and improve efficiency while making use of the most recently developed technology. 1.2 CURRENT OPERATIONS The City mailroom operation consists of one (1) full-time outsourced employee. The mailroom operation is housed on the third floor of Norwalk City Hall. The City of Norwalk in Fairfield County, Connecticut consists of various major municipal buildings and two (2) libraries. Mail is delivered and picked on a daily basis. An exhibit is attached which contains a listing of major city sites along with their addresses. Page 3, MailRoomServices.3171

1.3 CONTRACT TERMS Term of contract shall be for three (3) years, with an option for two (2) additional one-year extensions: subject, however, to the right of either party to terminate the contract, with or without cause, at any time, upon not less than thirty (30) days prior written notice to the other party. The City anticipates that the successful vendor shall commence operation of the centralized mailroom operations on or about July 1, 2012. 1.4 EXISTING EQUIPMENT The Vendor may utilize the mailing equipment currently in place. Proposals should be submitted assuming City of Norwalk is responsible for all existing mailing equipment costs. However, as an alternate, the City is soliciting costs for the successful to supply new mailing equipment as a component of their service. The replacement or addition of supplemental equipment shall be at the discretion and cost of the vendor. The vendor must supply, at minimum, one (1) appropriate, air conditioned, delivery vehicle for use by the mailroom personnel for the distribution and pickup of the mail and information packets to the various City buildings as well as the Norwalk Common Council members and various other committees members. The following equipment is in place now: Pitney Bowes Model DM550 mail machine Ricoh Model MP8000SP digital copier 1.5 RESPONSIBILITY OF THE CITY City of Norwalk will provide the successful vendor the following services : Building maintenance Telephone (internal use only) Equipment (all) Utilities Ventilation Rent 1.6 PERSONNEL Contractor is an independent contractor and its employees are under its direct and exclusive supervision and control. At no time shall the Contractor or any of its employees hold itself or themselves out as City of Norwalk employees or as part of the City's organizations. Employees working within City facilities shall observe City policies with regard to dress codes, and shall abide by all rules and regulations governing and general conduct of employees at City facilities, such as those relating to parking, safety, fire drills, security, gate passes and after-hours entry. City of Norwalk shall provide an experienced supervisor to administer this contract. This person shall have the right to prioritize all work. 1.7 OVERTIME Overtime due to vendor s failure to properly perform will be at no charge. Vendor is to specify overtime rate(s) for off hours production weekdays and weekends. City of Norwalk must approve all overtime by vendor personnel. Page 4, MailRoomServices.3171

1.8 TECHNICAL/BACKUP SUPPORT Proposals should describe in detail other types of services and (other) equipment which will be available to City of Norwalk for support of on site operations. For example, off site duplication centers to handle overflow work or to cover for on site machine downtime, composition/graphics services, offset printing facilities, etc. 1.9 CONFIDENTIALITY The Vendor recognizes that it must conduct its activities in a manner designed to protect any information concerning City of Norwalk from improper use or disclosure. 1.10 COVERAGE Contractor is responsible for providing the fully trained personnel at all times. Proposals must detail how coverage for regular employee absences (vacation/sickness) will be handled, training and cross training procedures, and where backup personnel will be available from. 1.11 CHANGES TO CONTRACT Due to the current dynamic environment in which the City of Norwalk is operating, any resulting agreement shall need to provide enough flexibility to meet changing business needs. As a component of this submission, vendors are requested to provide pricing for supplemental staffing (see pricing response forms, 2.2.C) should the City elect to adjust the scope of these requested services to include additional delivery locations. Proposal submission should describe how changes in the scope of the contract will be handled, (i.e., what provisions/ procedures will be included to handle such changes). 1.12 MANAGEMENT REVIEWS Monthly management reports shall be submitted to the City that summarize the mailroom activities. Annual ( more frequently if requested ) Management Review meetings shall be scheduled with a representative from City of Norwalk and the Contractor to evaluate any improvements / suggestions, etc., resolve any issues, review statistical data and provide an overview of the operation in general. 1.13 PROPOSAL PREPARATION COSTS All costs incurred by the supplier in the preparation and presentation of the proposal shall be absorbed entirely by the supplier. All supporting documentation submitted with this proposal shall become the property of City of Norwalk unless otherwise requested in writing by the vendor at the time of submission. 1.14 OPERATING HOURS City: Monday thru Friday 8:30am to 5:00pm Current Lunch: 12 noon to 1 pm, or as scheduled with Central Services Overtime: no scheduled overtime/only as required and approved by City of Norwalk. Page 5, MailRoomServices.3171

City of Norwalk Observed Holidays: New Year's Day Martin Luther King s Birthday President's Day Good Friday Memorial Day Independence Day Labor Day Columbus Day Veteran s Day Thanksgiving Day and day after Christmas 1.15 MAILROOM SERVICES 1. VENDOR QUALIFICATIONS: a. The vendor shall be and have been regularly and actively engaged in mailroom services and must have performed the type of work described herein. b. The vendor shall submit a list of the six clients. The list shall include the name of the company, its address, the contact person, a telephone number and a brief description of the work performed and the size of the contract. c. The vendor shall submit a list of all employees who will be used to service this account. The City may require a Police background check on any potential employees. Additionally, one page resumes must be submitted for each person on the list. 2. SUBCONTRACTING. A list of subcontractors must be submitted to the City for approval prior to the contract award. 3. PRICING. The prices quoted in this proposal shall be firm for three (3) years. 4. INVOICING. The services are to be billed monthly. 5. VENDOR RESPONSIBILITES (CITY HALL - MAILROOM) see also exhibits A. Pick up all U.S. Mail daily from the South Norwalk Post Office [Washington Street, South Norwalk] on or before 08:40am, retrieve all mail addressed to the City [125 East Avenue, Post Office Box 0798 and Post Office Box 5125) return to City Hall on or before 9:00AM. B. Sort all interoffice and U.S. mail for delivery. C. Deliver all interoffice and U.S. mail within the City Hall building. Deliveries to the Law Department shall be by 10:00am, deliveries to all other departments shall be by 11:00am. D. Deliver to satellite City buildings commencing at 1:00 PM as outlined within section titled "CITY OF NORWALK MESSENGER SERVICE ROUTE.- Page 6, MailRoomServices.3171

E. Sort interoffice mail picked up from satellite buildings and deliver within City Hall (3:00 PM). F. Process outgoing parcels (As required) G. Process over night Mail service (As required) H. Package Wrapping service for small shipments and larger truck shipments. Labels for such packages should be prepared by the requesting department. I. Out going US mail received by 1:00 P.M. to be sealed, stamped and mailed utilizing the City s presort service carrier which picks up mail daily on or before 1:30pm. Refill the postage meter (via postage-by-phone) as needed to maintain ample funds in the meter to handle the required volumes. It is imperative that the meter does not run out of funds at any time. J. Outgoing US mail is to be metered by department. Prior to metering the department s code is to be entered into the meter for billing purposes. K. Provide the Purchasing Department with a daily accounting of all postage costs, by department. L. Perform occasional photocopy work done as directed by the Purchasing Agent. M. Maintain the Mail Room, Copy, and Dock areas as well as associated general supplies in a neat and orderly fashion. Duplicating responsibilities are further expanded under "COPY SERVICE", N. Incoming Goods shall be checked and verified by Mail Room Personnel. 1. Checked to insure it is covered by a purchase order. 2. Checked to insure the correct Amount is received. 3. Check to insure that goods are received in good condition. O. As requested, deliver information packets to members of the Norwalk Common Council and various other committees as requested by the Purchasing Department. If additional time, in excess of forty hours / week, is required to fulfill this task such time shall be compensated for at 1.5 times the proposed hourly rate. 1.16 COPY SERVICES Copier service is presently available to all City Department & Agencies on a self service basis. The Mail Room Services shall only be responsible for copy work as outlined under Item 6 J of section 1.15. In addition the Mail Room Service shall be responsible for the following. 1. Instruction of personnel that are not familiar with the use of and operation of the copier machine and when required to assist such personnel when they experience a problem. Page 7, MailRoomServices.3171

2. On a daily basis inspect and clean the glass plate on the copier, and when necessary re-clean the plate throughout the day. 3. Stock the copy machine and storage shelves with paper on a daily basis properly. Organize and stack any loose sheets (if they are not able to fit into the copy machine). 4. Inventory copy paper stock on a weekly basis and notify the Office of Purchasing of low paper quantities. Record and notify the Office of Purchasing of any paper that is given to other departments for their inventory, so that the Office of Purchasing can expense the charges for such paper to the departments at the current paper pricing. Deliver any requested paper stock to departments within eight (8) hours. 5. Call in any repairs request for copier machine. Insure that the copier machine is being serviced and cleaned on a regular basis. 6. Shutdown the copy machines at 5:00 1.17 PROPOSED FEE STRUCTURE: Mailroom Services Vendor shall provide the total annual cost of on-site employee(s) and equipment. Vendor shall provide the total three (3) year cost of on-site employee(s) and equipment. 1.18 INSURANCE COVERAGE REQUIREMENTS: The City of Norwalk is requiring insurance coverage as listed below for this work. Note: The term "Vendor" shall also include their respective agents, representatives, employees or subcontractors; and the term "City of Norwalk " (hereinafter called the "City") shall include their respective officers, agents, officials, employees, volunteers, boards and commissions. The insurance required shall be written for not less than the scope and limits of insurance specified hereunder, or required by applicable federal, state and/or municipal law, regulation or requirement, whichever coverage requirement is greater. It is agreed and understood that the scope and limits of insurance specified hereunder are minimum requirements and shall in no way limit or exclude the City from additional limits and coverage provided under the Appraisal Consultant s policies. INSURANCE RIDER The CONTRACTOR shall provide and maintain insurance coverage related to its services in connection with the Project in compliance with the following requirements. The insurance required shall be written for not less than the scope and limits of insurance specified hereunder, or required by applicable federal, state and/or municipal law, regulation or requirement, whichever coverage requirement is greater. It is agreed and understood that the scope and limits of insurance specified hereunder are minimum requirements and shall in no way limit or preclude the CITY from requiring additional limits and coverage to be provided under the CONTRACTOR's policies. Page 8, MailRoomServices.3171

A. Minimum Scope and Limits of Insurance: Workers' Compensation insurance: With respect to all operations the CONTRACTOR performs, it shall carry workers' compensation insurance in accordance with the requirements of the laws of the State of Connecticut, and employer's liability limits of One Hundred Thousand Dollars ($100,000.00) coverage for each accident, One Hundred Thousand Dollars ($100,000.00) coverage for each employee by disease, Five Hundred Thousand ($500,000.00) policy limit coverage for disease. Commercial General Liability: With respect to all operations the CONTRACTOR performs it shall carry Commercial General Liability insurance providing for a total limit of One Million Dollars ($1,000,000.00) coverage per occurrence for all damages arising out of bodily injury, personal injury, property damage, products/completed operations, and contractual liability coverage for the indemnification obligations arising under this contract. Each annual aggregate limit shall not be less than Two Million Dollars ($2,000,000.00). Automobile Liability: With respect to each owned, non-owned, or hired vehicles the Contractor shall carry Automobile Liability insurance providing One Million Dollars ($1,000,000.00) coverage per accident for bodily injury and property damage. If the contractor is a Hazardous Waste Hauler (trucker) or responsible for the removal of hazardous materials, then Automobile Liability in the amount of $5,000,000.00 combined single limit is required. "Tail" Coverage: If any of the required liability insurance is on a "claims made" basis, "tail" coverage will be required at the completion of the Project for a duration of twenty-four (24) months, or the maximum time period reasonably available in the marketplace. CONTRACTOR shall furnish certification of "tail" coverage as described or continuous "claims made" liability coverage for twenty-four (24) months following Project completion. Continuous "claims made" coverage will be acceptable in lieu of "tail" coverage, provided its retroactive date is on or before the effective date of this contract. If continuous "claims made" coverage is used, CONTRACTOR shall be required to keep the coverage in effect for a duration of not less than twenty-four (24) months from the date of final completion of the Project. Acceptability of Insurers: The CONTRACTOR's policies shall be written by insurance companies licensed to do business in the State of Connecticut, with an AM Best rating of A-VII, or otherwise acceptable by the City of Norwalk's Risk Manager. Subcontractors: The CONTRACTOR shall require all subcontractors to provide the same "minimum scope and limits of insurance" as required herein. All Certificates of Insurance shall be provided to the City of Norwalk's Corporation Counsel as required herein. Aggregate Limits: Any aggregate limits must be declared to and be approved by the CITY. It is agreed that the CONTRACTOR shall notify the CITY whenever fifty percent (50%) of the aggregate limits are eroded during the required coverage period. If the aggregate limit is eroded for the full limit, the CONTRACTOR agrees to reinstate or purchase additional limits to meet the minimum limit requirements stated herein. Any premium for such shall be paid by the CONTRACTOR. Page 9, MailRoomServices.3171

Deductibles and Self-Insured Retentions: Any deductible or self-insured retentions must be declared to and approved by the CITY. All deductibles or self-insured retentions are the sole responsibility of the CONTRACTOR to pay and/or to indemnify. Notice of Cancellation or Nonrenewal: Each insurance policy required shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or reduced in coverage or in limits before the expiration date except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the CITY. Notwithstanding this requirement, the CONTRACTOR is primarily responsible for providing such written notice to the CITY thirty (30) days prior to any policy change or cancellation that would result in a change of the amount or type of coverage provided. In the event of any such change the CONTRACTOR shall provide comparable substitute coverage so that there is no lapse in applicable coverage or reduction in the amount of coverage available to the CITY related to the CONTRACTOR s services. Waiver of Governmental Immunity: Unless requested otherwise by the CITY, the CONTRACTOR and its insurer shall waive governmental immunity as defense and shall not use the defense of governmental immunity in the adjustment of claims or in the defense of any suit brought against the CITY. Additional Insured: The liability insurance coverage shall include the CITY as Additional Insured but only with respect to the CONTRACTOR's activities to be performed under this Contract. Coverage shall be primary and non-contributory with any other insurance and selfinsurance. Certificate of Insurance: As evidence of the insurance coverage required by this contract, the CONTRACTOR shall furnish Certificate(s) of Insurance to Corporation Counsel's Office prior to the CONTRACTOR's commencement of services under this contract. The Certificate(s) will specify all parties who are endorsed on the policy as Additional Insureds (or Loss Payees). The Certificates and endorsements for each insurance policy are to be signed by a person authorized by the insurer to bind coverage on its behalf. Renewals of expiring Certificates shall be filed thirty (30) days prior to expiration. The CITY reserves the right to require complete, certified copies of all required policies at any time. All insurance documents required should be mailed to the City of Norwalk Corporation Counsel, 125 East Avenue, P. O. Box 798, Norwalk, Connecticut 06856-0798. Waiver of requirements: The Corporation Counsel may vary these insurance requirements at Corporation Counsel's sole discretion if Corporation Counsel determines that the CITY's interests will be adequately protected by the provision of different types or other amounts of coverage. Page 10, MailRoomServices.3171

1.19 SELECTION CRITERIA: The selection Committee, anticipates evaluating the proposals based on the following criteria: (a) Proposal provides appropriate trained management and operation personnel to satisfy detailed requirements of the mail, shipping/receiving and duplication operations for the Norwalk City Hall Facility. (b) Contractor is responsible for providing the one fully trained person at all times. Proposals must detail how coverage for regular employee absences (vacation/sickness) shall be handled; training and cross training procedures; and where backup personnel will be available from. Proposal describes in detail other types of services and equipment which will be available to City of Norwalk for support of on site operations. (c) Proposal provides annual Management Review meetings to be scheduled with a representative from City of Norwalk and the Contractor to evaluate any improvements / suggestions, etc., resolve any issues, review statistical data and provide an overview of the operation in general. (d) Proposal provides enough flexibility to meet City s business needs. Proposal describes how changes in the scope of the contract will be handled, (i.e., what provisions / procedures will be included to handle such changes). (e) Proposal contract terms meet requirements of City s RFP. (f) Proposal fee structure. After review of all factors, terms and conditions, including price, the Interview Committee will make a recommendation to the City which reserves the right to reject any and all proposals, or any part thereof, or waive defects in same, or accept any proposal deemed to be in the best interest of the City. Page 11, MailRoomServices.3171

1.20 The following document is a sample of an Independent Contractor for Consultant Services contract produced by the City of Norwalk s Corporation Counsel. Please be advised that this document is not the actual agreement which will be developed for Project #3171. AGREEMENT WITH INDEPENDENT CONTRACTOR FOR MAILROOM SERVICES BY AND BETWEEN CITY OF NORWALK AND THIS AGREEMENT made and entered into this day of, 2012, by and between the CITY OF NORWALK (the CITY ), acting herein by Richard A. Moccia, its Mayor, and, a corporation having a principal place of business and mailing address of,,, acting herein by, its, duly authorized (the CONTRACTOR ). W I T N E S S E T H: WHEREAS, the CITY is in need of the services of appropriately trained management and operational personnel to satisfy the detailed requirements of the mail, shipping, receiving and duplication operations for the Norwalk City Hall Facility located at 125 East Avenue, Norwalk, CT (the Project ); and WHEREAS, the CITY desires to retain the services of the CONTRACTOR based on the CONTRACTOR's representations that it is qualified and capable of performing the needed services in a professional and timely manner and in accordance with the goals and requirements of the Project; WHEREAS, CONTRACTOR has agreed to perform the services described herein for the compensation and in compliance with the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows: 1. ENGAGEMENT OF CONTRACTOR A. Based on the representations of the CONTRACTOR as set out in its Proposal dated, a copy of which is attached hereto and incorporated herein as Exhibit A, the CITY hereby retains the CONTRACTOR to perform the services set forth herein in accordance with the terms and conditions and for the consideration set out in this Agreement. B. The person in charge of administering this Agreement on behalf of the CITY shall be,, or such other person as he shall designate in writing (hereinafter the Director ). C. The person responsible for the services to be performed by the CONTRACTOR hereunder shall be its. Page 12, MailRoomServices.3171

2. SERVICES TO BE PERFORMED A. The services to be performed by the CONTRACTOR under this Agreement are as described in the CONTRACTOR s Proposal dated and the CITY s Request for Mailroom Services, Project Number, dated, which is incorporated into the Contractor s Proposal dated by reference. The Contractor s Proposal dated and the CITY s Request for Mailroom Services, Project Number, dated are attached hereto as Exhibits A and B respectively and made a part hereof. The CONTRACTOR shall perform the services as set forth in this Agreement in a professional and timely manner, in order to meet the CITY's needs and requirements. B. IT IS UNDERSTOOD AND AGREED that CONTRACTOR is retained solely for the purposes of the Project described herein and only to the extent set forth in this Agreement. The CONTRACTOR'S relationship to the CITY and any of its agencies shall, during the period(s) of this Agreement, be that of an independent contractor. The CONTRACTOR shall not be considered, under the provisions of this Agreement or for any purposes hereunder, as having an "employee" status or as being entitled to participate in any benefits accrued by or given to CITY employees. C. The CONTRACTOR shall be available to meet with the Director or his representatives; and other officials of the CITY as may be directed by the CITY, with regard to the services performed hereunder. D. The CITY may, from time to time, request changes in the scope of services of the CONTRACTOR to be performed hereunder. Such changes, including any increase or decrease in the amount of the CONTRACTOR's compensation, which are mutually agreed upon by and between the CITY and the CONTRACTOR, shall be valid only when incorporated in written amendments signed by both parties to this Agreement. E. The CONTRACTOR shall retain in its possession all documents related to the performance of its services hereunder, for a period of four (4) years following the completion of such services. 3. COMPENSATION A. The CONTRACTOR shall be paid at the monthly rate stated in Exhibit A a total amount not to exceed the sum of ($ ) for all completed services performed hereunder. This maximum amount shall constitute full and complete payment for all costs assumed by the CONTRACTOR in performing this Agreement including but not limited to salaries; consultant fees; meetings, consultations and presentations; and all similar expenses. No direct costs shall be reimbursed by the CITY. B. Invoices will be submitted by CONTRACTOR monthly with payments to the CONTRACTOR under this Agreement shall be made by the CITY on approval of payment requisitions certified by the CONTRACTOR within thirty (30) days of receipt of invoice. The CITY may, prior to making any payment under this Agreement, require the CONTRACTOR to submit to it such additional information as it reasonably deems necessary. C. As between the CITY and the CONTRACTOR, the acceptance by the CONTRACTOR, its successors or assigns, of any payment made on the final requisition under this Agreement, or of any final payment due on termination of this Agreement, shall constitute a full and complete release of the CITY from any and all claims, demands and causes of action whatsoever which the CONTRACTOR, its successors or assigns have or may have against the CITY under the provisions of this Agreement and to the extent that the CONTRACTOR knows Page 13, MailRoomServices.3171

or should, in the exercise of due care, know of any such claim. However, no such waiver will be effective against any claims for which the CONTRACTOR has provided written notice to the Director setting out reasonable details of the basis for each such claim. Nor shall such waiver prevent the CONTRACTOR from seeking to recover against the CITY as a result of any third party complaint that may be brought against the CONTRACTOR based on acts or omissions arising out of the performance or nonperformance of this Agreement of which the CONTRACTOR was not aware and should not, in the exercise of due care, have been aware of under the circumstances. 4. TIME PROVISIONS The term of this Agreement shall be from to unless otherwise terminated by the parties hereto. At the sole option of the CITY, the term of this Agreement may be extended for 12 months up to and including. 5. INSURANCE The CONTRACTOR agrees to obtain at its own cost and expense all insurance required specified in the attached Insurance Rider and to keep the same in continuous effect until the Director indicates the termination of the CONTRACTOR's responsibilities hereunder. Before commencing the Project, the CONTRACTOR shall furnish the CITY a certificate of insurance, and shall thereafter provide renewal certificates, as appropriate, evidencing such coverage written by a company or companies acceptable to the CITY. Each insurance certificate shall be endorsed to name the CITY as an additional insured party and shall provide that the insurance company shall notify the CITY by certified mail at least thirty (30) days in advance of termination of or any change in the policy. No change shall be made without the prior written approval of the CITY s Corporation Counsel. 6. GENERAL PROVISIONS A. The CITY may at any time, and for any reason, direct the discontinuance of the services and work contemplated under this Agreement for a period of time by written notice specifying the discontinuation date, which shall not be less than thirty (30) days from the date on which such notice is given, and the period during which the services shall be discontinued. The services shall be resumed on the dates specified in such direction, or upon such other date as the CITY may thereafter specify in writing. The period during which such services shall have been discontinued shall be deemed added to the time for performance. Stoppage of services under this paragraph shall not give rise to any claim against the CITY. B. Either party may, at any time and for any reason, with or without cause, terminate this Agreement by written notice specifying the termination date, which shall be not less than ninety (90) days from the date such notice is given. In the event of such termination, services shall be paid for in such amount as shall compensate the CONTRACTOR for the portion of the work satisfactorily performed prior to termination. Such amount shall be fixed by the CITY after consultation with the CONTRACTOR, and shall be subject to audit by the Comptroller. Termination under this section shall not give rise to any claim against the CITY for damages or for compensation in addition to that provided hereunder. C. It is the intent of this Agreement to secure the professional services of qualified, experienced employees of the CONTRACTOR. Failure of the CONTRACTOR for any reason to make a sufficient number of such employees available to the CITY to the extent necessary to perform the services required in a skillful, professional and prompt manner shall be cause for termination of this Agreement. Page 14, MailRoomServices.3171

D. The CONTRACTOR shall not assign this Agreement or subcontract any portion of the services to be performed hereunder without prior consent of the CITY in writing. that: E. When the CITY shall have reasonable grounds for believing (1) The CONTRACTOR will be unable to perform this Agreement fully, professionally, and satisfactorily within the time fixed for performance or in accordance with the terms and requirements set forth herein; or (2) A meritorious claim exists or will exist against the CONTRACTOR or the CITY arising out of the negligent, willful or wanton acts, errors or omissions of the CONTRACTOR, its agents, servants or employees, or the CONTRACTOR's breach of any provision of this Agreement; then the CITY may withhold payment of any amount otherwise due and payable to the CONTRACTOR hereunder. Any amount so withheld may be retained by the CITY for such period as it may deem advisable to protect the CITY against any loss, expense or damage and may, after written notice to the CONTRACTOR, be applied in satisfaction of any claim herein described. This provision is intended solely for the benefit of the CITY, and no person shall have any right or claim against the CITY by reason of the CITY'S failure or refusal to withhold monies. No interest shall be payable by the CITY on any amounts withheld under this provision. This provision is not intended to limit or in any way prejudice any other right of the CITY. F. The CONTRACTOR shall not assert any claim arising out of any act or omission of any agent, officer or employee of the CITY in the scope or performance of their duties hereunder against any such agent, officer or employee. Rather, all such claims may only be made against the CITY. G. No member of the governing body of the CITY, and no other officer, employee, or agent of the CITY shall have any personal interest, direct or indirect, in this Agreement, except as permitted by the Code of Ethics of the City of Norwalk. The CONTRACTOR covenants that no person having such interest shall be employed in the performance of this Agreement. H. The CONTRACTOR shall indemnify, defend and save harmless the CITY, its officers, agents, servants and employees, from and against any and all claims, demands, suits, proceedings, liabilities, judgments, losses, costs or damages, including attorneys' fees, caused in any way by the actions or omissions of the CONTRACTOR, its agents, servants, representatives or employees in connection with the services to be performed under this Agreement. The CONTRACTOR hereby assumes and agrees to pay for the defense of all such claims, damages, demands, suits and proceedings including reasonable attorney's fees and expenses. The provisions of this paragraph shall survive the expiration or early termination of this Agreement, shall be separate and independent of any other requirement hereof, and shall not be limited by reason of any insurance coverage provided. I. The parties hereby waive claims against each other for consequential damages arising out of or relating to this Agreement. This mutual waiver includes, but is not limited to, damages for losses of profits, revenues, business and reputation. J. The parties hereby consent and agree that this Agreement shall be construed in accordance with the laws of the State of Connecticut, and any action or suit at law in connection herewith shall be brought in the Superior Court of the State of Connecticut, Judicial District Stamford/Norwalk. K. The CONTRACTOR shall comply with all applicable laws, Page 15, MailRoomServices.3171

ordinances and codes of any governmental body having jurisdiction over any matter related to this Agreement or the services to be performed hereunder. L. During the performance of this Agreement, the CONTRACTOR agrees not to discriminate against any employee or applicant for employment because of race, color, religion, age, sex, physical disability, sexual orientation or national origin. M. This Agreement incorporates all the understandings of the parties hereto and supersedes any and all agreements reached by the parties prior to the execution of this Agreement, whether oral or written. N. The CITY and the CONTRACTOR each binds itself and its successors and assigns to the other party and to its successors and assigns with respect to all covenants of this Agreement. The CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior written approval of the CITY. O. The products of the services performed under this Agreement shall become and remain the property of the CITY. This shall include all partially completed work in the event that the Agreement is terminated before completion of its term for any reason. P. If any provision of this Agreement is held invalid, the balance of the provisions shall not be affected thereby if such provisions would then continue to conform to the requirements of applicable laws. The remaining provisions shall thereupon continue in full force and effect. Q. No change or modification of this Agreement shall be valid unless it is in writing and executed by all parties to this Agreement. R. The CONTRACTOR represents to the CITY as follows: That the CONTRACTOR is a legally existing corporation under the laws of its respective states of incorporation and has not previously filed, nor is presently contemplating filing, nor has received notice of a petition of, nor contemplates receiving notice of a petition of, bankruptcy, liquidation, receivership or any other action for the protection of creditors or debtors; That the CONTRACTOR has the financial resources to perform this Agreement and that it is not the subject of any litigation or action, pending or threatened, regarding this Agreement or which, if resulting in an adverse decision, would affect its ability to perform its duties under this Agreement; That it has, and has exercised, the required corporate power and authority and has complied with all applicable legal requirements necessary to adopt, execute and deliver this Agreement and to assume the responsibilities and obligations created hereunder; and That this Agreement is duly executed and delivered by the CONTRACTOR s duly authorized representative, in accordance with such representative's powers to bind the CONTRACTOR hereunder, and constitutes a valid and binding obligation enforceable in accordance with its terms, conditions and provisions. Dated at Norwalk, Connecticut, the day and year first above written, and Page 16, MailRoomServices.3171

executed in four (4) counterparts. Signed, Sealed and Delivered in the Presence of: CITY OF NORWALK By: Richard A. Moccia Its Mayor Duly Authorized Date signed: By: Its Duly Authorized Date signed: APPROVED AS TO FORM: OFFICE OF CORPORATION COUNSEL By: APPROVED AS TO AVAILABILITY OF FUNDS: By: Comptroller Date: Page 17, MailRoomServices.3171

INSURANCE RIDER The CONTRACTOR shall provide and maintain insurance coverage related to its services in connection with the Project in compliance with the following requirements. The insurance required shall be written for not less than the scope and limits of insurance specified hereunder, or required by applicable federal, state and/or municipal law, regulation or requirement, whichever coverage requirement is greater. It is agreed and understood that the scope and limits of insurance specified hereunder are minimum requirements and shall in no way limit or preclude the CITY from requiring additional limits and coverage to be provided under the CONTRACTOR's policies. A. Minimum Scope and Limits of Insurance: Workers' Compensation insurance: With respect to all operations the CONTRACTOR performs, it shall carry workers' compensation insurance in accordance with the requirements of the laws of the State of Connecticut, and employer's liability limits of One Hundred Thousand Dollars ($100,000.00) coverage for each accident, One Hundred Thousand Dollars ($100,000.00) coverage for each employee by disease, Five Hundred Thousand ($500,000.00) policy limit coverage for disease. Commercial General Liability: With respect to all operations the CONTRACTOR performs it shall carry Commercial General Liability insurance providing for a total limit of One Million Dollars ($1,000,000.00) coverage per occurrence for all damages arising out of bodily injury, personal injury, property damage, products/completed operations, and contractual liability coverage for the indemnification obligations arising under this contract. Each annual aggregate limit shall not be less than Two Million Dollars ($2,000,000.00). Automobile Liability: With respect to each owned, non-owned, or hired vehicles the Contractor shall carry Automobile Liability insurance providing One Million Dollars ($1,000,000.00) coverage per accident for bodily injury and property damage. If the contractor is a Hazardous Waste Hauler (trucker) or responsible for the removal of hazardous materials, then Automobile Liability in the amount of $5,000,000.00 combined single limit is required. "Tail" Coverage: If any of the required liability insurance is on a "claims made" basis, "tail" coverage will be required at the completion of the Project for a duration of twenty-four (24) months, or the maximum time period reasonably available in the marketplace. CONTRACTOR shall furnish certification of "tail" coverage as described or continuous "claims made" liability coverage for twenty-four (24) months following Project completion. Continuous "claims made" coverage will be acceptable in lieu of "tail" coverage, provided its retroactive date is on or before the effective date of this contract. If continuous "claims made" coverage is used, CONTRACTOR shall be required to keep the coverage in effect for a duration of not less than twenty-four (24) months from the date of final completion of the Project. Acceptability of Insurers: The CONTRACTOR's policies shall be written by insurance companies licensed to do business in the State of Connecticut, with an AM Best rating of A-VII, or otherwise acceptable by the City of Norwalk's Risk Manager. Subcontractors: The CONTRACTOR shall require all subcontractors to provide the same "minimum scope and limits of insurance" as required herein. All Certificates of Insurance shall be provided to the City of Norwalk's Corporation Counsel as required herein. Page 18, MailRoomServices.3171

Aggregate Limits: Any aggregate limits must be declared to and be approved by the CITY. It is agreed that the CONTRACTOR shall notify the CITY whenever fifty percent (50%) of the aggregate limits are eroded during the required coverage period. If the aggregate limit is eroded for the full limit, the CONTRACTOR agrees to reinstate or purchase additional limits to meet the minimum limit requirements stated herein. Any premium for such shall be paid by the CONTRACTOR. Deductibles and Self-Insured Retentions: Any deductible or self-insured retentions must be declared to and approved by the CITY. All deductibles or self-insured retentions are the sole responsibility of the CONTRACTOR to pay and/or to indemnify. Notice of Cancellation or Nonrenewal: Each insurance policy required shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or reduced in coverage or in limits before the expiration date except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the CITY. Notwithstanding this requirement, the CONTRACTOR is primarily responsible for providing such written notice to the CITY thirty (30) days prior to any policy change or cancellation that would result in a change of the amount or type of coverage provided. In the event of any such change the CONTRACTOR shall provide comparable substitute coverage so that there is no lapse in applicable coverage or reduction in the amount of coverage available to the CITY related to the CONTRACTOR s services. Waiver of Governmental Immunity: Unless requested otherwise by the CITY, the CONTRACTOR and its insurer shall waive governmental immunity as defense and shall not use the defense of governmental immunity in the adjustment of claims or in the defense of any suit brought against the CITY. Additional Insured: The liability insurance coverage shall include the CITY as Additional Insured but only with respect to the CONTRACTOR's activities to be performed under this Contract. Coverage shall be primary and noncontributory with any other insurance and self-insurance. Certificate of Insurance: As evidence of the insurance coverage required by this contract, the CONTRACTOR shall furnish Certificate(s) of Insurance to Corporation Counsel's Office prior to the CONTRACTOR's commencement of services under this contract. The Certificate(s) will specify all parties who are endorsed on the policy as Additional Insureds (or Loss Payees). The Certificates and endorsements for each insurance policy are to be signed by a person authorized by the insurer to bind coverage on its behalf. Renewals of expiring Certificates shall be filed thirty (30) days prior to expiration. The CITY reserves the right to require complete, certified copies of all required policies at any time. All insurance documents required should be mailed to the City of Norwalk Corporation Counsel, 125 East Avenue, P. O. Box 798, Norwalk, Connecticut 06856-0798. Waiver of requirements: The Corporation Counsel may vary these insurance requirements at Corporation Counsel's sole discretion if Corporation Counsel determines that the CITY's interests will be adequately protected by the provision of different types or other amounts of coverage. Page 19, MailRoomServices.3171

SPECIAL NOTES ON RESPONDING SECTION 2 - RESPONSE FORMS ADDENDA information is available over the Internet at http://www.bid.ci.norwalk.ct.us/html/add.htm Adobe Acrobat reader is required to view this document. If you do not have this software you may down load it for free from Adobe. A link to the Adobe site is provided at the bottom of the internet bid page. This service is also available via FAX. Dial 203-854-7897 from any phone to access the Purchasing Department's Express Request Line. Request document #1001. We strongly suggest that you check for any addenda a minimum of forty eight hours in advance of the bid deadline. SUMMARIES will be available any time after 5:00 PM on the day of the bid opening over the Internet at http://www.bid.ci.norwalk.ct.us/html/sum.htm. This service is also available via FAX. Dial 203-854-7897 from any phone to access the Purchasing Department's Express Request Line. The document number to request will be the same as the project number indicated in the invitation to bid. Bid results will not be provided over the phone. AWARD NOTIFICATION will be issued by mail. BUSINESSES WITHOUT FAX EQUIPMENT or Internet access may contact the Purchasing Department at 203-854-7712 for this information. BID RESPONSES are to be delivered to: City of Norwalk Purchasing Department 125 East Avenue P.O.Box 5125 Norwalk, Ct. 06856-5125 See section 3 for information on delivering bids by fax. Page 20, MailRoomServices.3171

2.1 FORM OF PROPOSALS: All proposals must include the following: A. A resume of company accomplishments and abilities in the various fields involved in this project. B. An outline of services to be rendered including delegation of responsibilities of key personnel. C. Names of key personnel assigned for term of contract; a description (resume) of applicable background of these personnel. D. A Commitment to give notice to the City of any changes in key personnel as outlined in item C above, and City's option to reject such candidate. E. Attach a list of comparable projects you have completed within the past four years giving the following information for each. Name of Company/Municipality Address Name and telephone number of contact person. Project Scope. Budgeted Project Cost and Final Project Cost (state reasons for any substantial difference) F. Provide a lump sum bid for 37.5 hours per week, 52 weeks per year including all benefits and holidays. On company letterhead breakdown the various cost components that make up the lump sum bid. You may include any additional information which demonstrates your qualification for this work. Proposals are to be submitted (six copies) to Norwalk City Hall, Purchasing Department, 125 East Avenue P.O. Box 5125, Norwalk, Connecticut 06856-5125 Page 21, MailRoomServices.3171