HomeMy WebLinkAbout14- Professional Account Management LLC for managing Parking Citation Accounts Services AgreementSERVICES AGREEMENT
This Services Agreement is made effective on this 1 1101- day of May, 2014 (Effective Date) by and between the City of
Bozeman, MT, having a location at 121 N. Rouse Avenue, Bozeman, MT U.SA (Client or City) and Professional Account Management,
LLC (PAM), an operating entity of Duncan Solutions, a Wisconsin corporation having a location at 633 West Wisconsin Avenue in
Milwaukee, Wisconsin, U.S.A. CLIENT and PAM may hereinafter also be referred to individually as Party, or together as Parties. This
Agreement governs all work performed by any affiliate or representative of PAM, such work as described in any document incorporated
herein or in any writing amending this Agreement.
WHEREAS, CLIENT intends that PAM manage the processing of CLIENT parking citation accounts (Accounts) and other evidences of
indebtedness (Debts) as may be mutually agreed between the Parties, and PAM intends to manage such Accounts and Debts, and
WHEREAS, CLIENT and PAM contemplate a future course of dealing and desire to undertake such dealing subject to the terms and
conditions described herein.
NOW, THEREFORE, in consideration of the promises and mutual agreements as stated herein, the Parties agree as follows;
1. Term and Entire Agreement. This Agreement and Schedule A (in total, Agreement), incorporated herein by reference and attached,
all together represent the entire understanding between the Panties related to the subject matter hereof and any prior agreements,
understandings or representation, whether expressed or implied, have no effect on this Agreement. This Agreement commences on
the Effective Date and terminates five (5) calendar years after Effective Date (Term). This Agreement may be extended (Extension)
by mutual agreement of the Parties.
2. Modification and Waiver. This Agreement may only be modified in writing signed by duly authorized representatives of both Parties.
The failure of either Party to insist upon or enforce performance under this Agreement, or the failure to exercise any fight or
privilege herein conferred, is not a waiver of any such covenant, conditions, rights, or privileges.
3. Statements. Invoices and Payments. PAM shall provide monthly statement(s) itemizing information related to Accounts and Debts.
PAM shall invoice CLIENT at least monthly or as otherwise described in the relevant Schedule. Payment by CLIENT of any PAM
invoice is due net thirty (30) days from date of invoice. PAM reserves the right to add one and one-half percent (1.51/6) interest, or
the maximum allowed by law, per month to invoices past due by ten (10) days or greater.
4. Confidential Information. Unless publicly available on the Effective Date of this Agreement, all business and technical information
including but not limited to trade secrets, know -crow, show -how, proprietary data, programs documents, studies, reports or data
provided or exposed under this Agreement will be kept as confidential proprietary information (Confidential Information) of the Party
disclosing the Confidential Information and will not be divulged or made available to any individual or organization without the prior
written approval of the original disclosing party.
5, Patents, Trademarks Copyrights, Ownership. All intellectual property, including, but not limited to, inventions, plans, works, mask
works, trademarks, service marks and trade secrets invented, developed, created or discovered in the performance of this
Agreement are the property of the Party that so invented, developed, created or discovered such intellectual property.
6. Relationship of the Parties. PAM agrees and understands that services performed under this Agreement are performed as an
independent contractor and not as an employee of CLIENT and that PAM acquires none of the rights, privileges, powers or
advantages of CLIENT employees. PAM's relationship to CLIENT in the performance of this Agreement is that of an independent
contractor. Performance under this Agreement will at all times be under the direction and control of PAM. PAM shall pay all wages
and salaries and shall be responsible for all reports and obligations relating to social security, income tax withholding,
unemployment compensation and workers compensation. This Agreement does not create any relationship of agency, partnership
or joint venture between the Parties. Nothing in this Agreement gives any Party the right to use any corporate names, trademarks
or trade names of any other Party. No license under any patents, copyrights, trademarks, mask works, trade secrets or other
intellectual property of PAM is granted or implied unless expressed in writing.
7. Indemnification. Each Party indemnifies and will defend the other, its employees and agents from claims, damages and liability
occasioned by or arising out of negligence in the performance of this Agreement. Except to the extent caused by the sole
negligence or willful misconduct of the other Party, each Party shall indemnify and hold and save each other, its officers, agents and
employees, harmless from liability of any kind, including all claims, costs (including defense) and losses accruing or resulting to any
other person, firm, or corporation furnishing or supplying work, services, materials, or supplies in connection with the performance of
this Agreement, and from any and all claims, costs (including defense) and losses accruing or resulting to any person firm, or
corporation that may be injured or damaged by the other in the performance of this Agreement. This representation and warranty
shall survive the termination or expiration of this Agreement for any reason.
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SERVICES AGREEMENT
Each Party shall indemnify and hold and save each other, its officers, agents, and employees, harmless from liability of any kind,
including claims, costs (including defense) and expenses, on account of any copyrighted material, patented or unpatented
invention, articles, device or appliance manufactured or used in the performance of this Agreement.
8. Limitation of Liability and Disclaimer. UNLESS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, AND WHETHER OR
NOT THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, NEITHER PARTY SHALL BE LIABLE TO
THE OTHER PARTY OR ANY THIRD PARTY, IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO WARRANTY,
NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL LOSS OR
DAMAGES, LOSS OF REVENUE, LOST PROFITS, BUSINESS OR GOODWILL.
9. Compliance with Laws. Parties shall ensure full compliance vrith federal, state and local laws, regulations, directives, ordinances
and executive orders applicable to the performance of this Agreement.
10. Records. PAM agrees that CLIENT, or any of their duly authorized representatives, at anytime during normal business hours, V411
have access to and the right to examine and audit all records that are pertinent to the accounting practices and process of PAM as
related to performance under this Agreement. PAM will maintain records for a period of three (3) years from the date of any
termination of this Agreement. The inspection requirements of this section shall survive the and of the Agreement by no less than
three (3) years.
11. —Severability. If any provision in this Agreement, or the application thereof to any person or circumstance is determined by any
competent court to be held invalid, illegal, or unenforceable, that deterninalion shall not affect the validity, legality, or enforceability
of the remainder of this Agreement, unless that effect is made impossible by the absence of the omitted provision.
12. Assignment. This Agreement is for the sole use of CLIENT and cannot be used by or for any other entity without prior written
approval by PAM. Any assignment is null and void without the advance written consent of the non -assigning Party.
13.No Third -Party Beneficiaries. The Parties specifically intend and agree that no one other than the Parties to this Agreement, except
ether Parties subsidiaries, affiliates, successors or any controlling parent, whether now existing or hereafter resulting from a
merger, acquisition, or restructuring of the Party, is or shall be deemed to be a third -party beneficiary of any of the rights or
obligations set forth in this Agreement.
14. Insurance. During the Term, PAM will maintain such Bodily Injury, Liability and Property Damage Liability Insurance as is
reasonably protective in performance of this Agreement. Such insurance shall be combined single limit bodily injury and property
damage for each occurrence and shall not be less than the amount specified by CLIENT.
15. Sub -contracting. PAM is authorized to engage subcontractors at PAM's sole expense. PAM shall notify CLIENT of the name,
address, and other information reasonably requested regarding any proposed subcontractor, in advance of use of such
subcontractor. CLIENT shall respond in writing within two (2) business days of PAM's request for approval. Approvals under this
section will not be unreasonably withheld by CLIENT.
16. Licenses and Certificates of Authority. During the Term and any Extension, PAM will maintain all licenses and certificates of
authority required by law.
17.Arbitration. Any controversy arising out of or related to this Agreement or the breach thereof shall be settled by arbitration in
accordance with the Rules of the American Arbitration Association (AAA) of Wisconsin. Another location for arbitration under the
Rules of AAA may be chosen if mutually agreed by the Parties. The consideration given by the Parties herein is deemed
consideration adequate to support this Agreement for arbitration. A judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction thereof in accordance with Wisconsin law except as otherwise provided herein. The
arbitrators shall have all powers of a court of law in the relevant jurisdiction. Such powers shall include but shall not be limited to:
(a) the power to issue temporary restraining orders and injunctions; (b) the power to award damages; (c) the power to issue
subpoenas; and (d) the power to issues all orders and to take all actions necessary to enforce their jurisdictions as provided by law.
The identity of the arbitrator shall be agreed upon by the Parties. An award in arbitration shall be final and binding upon the Parties
and enforceable under law. The prevailing Party in any arbitration proceeding herein shall be awarded its costs and expensed
including reasonable attorney fees. For purposes of this contract, a "prevailing party" shall be the party awarded any non -monetary
relief sought or more than fifty percent (50%) of the monetary damages sought.
18. Termination for Cause and Notice. This Agreement may not be terminated by Client for convenience during the Term. Client may
terminate for cause or convenience during any Extension. Any notice of termination must be provided in writing a minimum of thirty
(30) days in advance of the effective termination date and must state reasons for termination. In the event of termination of this
Agreement, PAM will provide a final invoice and Client shall pay all outstanding amounts as herein described. Except as otherwise
expressly provided herein, any notice required or desired to be served, given or delivered hereunder will be in writing and deemed
delivered (1) business day after delivery by a reputable overnight delivery service; or upon delivery by courier or in person to the
following addresses:
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SERVICES AGREEMENT
To PAM:
Duncan Solutions
Attn: Contracts
633 W Wisconsin Ave Ste 1600
MIiwAOkP.R WI i99n3
To Client:
City of Bozeman
Attn: Scott Lee, Parking Manager
PO Box 1230
Bozeman, MT 59771
19.Applicable Law. This Agreement is construed and will be enforced under the laws and in the courts of the State of Montana without
consideration to any conflicts of laws principles.
20. Non -Discrimination. PAM agrees not to discriminate in the fulfillment of this Agreement on the basis of race, color, religion, creed,
sex, age, marital status, national origin, or actual or perceived sexual orientation, gender identity or disability. PAM agrees this
requirement shall apply to the hiring and treatment of the PAM's employees and to all subcontracts.
21. Data Ownership and Access. Unless otherwise agreed to, all data remains property of the CLIENT. PAM will be responsible for
providing access to CLIENT and maintaining all records, but CLIENT will retain all ownership rights. In the event of a termination of
services, PAM will provide client all data in PAM -prescribed format for conversion purposes. All CLIENT data will reside in
geographic US datacenters.
22.Authodzation. Representatives signing below warrant that they are duly authorized by their respective Parties to execute this
Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date last written below.
City of Bozeman, MT
Signature
Printed l4rfieC��
Title
Date O`5
Professional Account Management, LLC
Signature
Printed Name If!/C/l—AV7, G�oG/GG/1
nue c��iR�.9N Geo
Date
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SERVICES AGREEMENT
SCHEDULE A — PROCESSING SERVICES
1. Referral and Reconciliation. PAM shall receive and process parking citations that CLIENT mails or otherwise delivers to it.
CLIENT shall deliver, mail, or transmit all parking citations on a daily basis. PAM will provide a daily reconciliation of the number of
Citations delivered by CLIENT.
2. Computer Programs and Hardware. PAM will provide all software, written procedures and other supporting items required in
performance of this Agreement. PAM shall be responsible for the warranty and maintenance of all hardware and software
including AutoPROCESS. CLIENT is responsible for any damage, loss, and/or theft of any/all computer hardware, software, and/or
equipment used by CLIENT at CLIENT location. CLIENT will provide insurance coverage for such equipment as described herein.
3. Base Processing. Notice of illegal parking or violation (collectively, Citations) issued by CLIENT, whether through AutoPROCESS
or manually, will be entered into PAM s system and cleared upon payment or other disposition. Requests for Registered Owner
information will be sent to the appropriate Departments of Motor Vehicles (DMV). Citations will be generated and mailed by PAM to
the Registered Owner and the penalty or fine amount requested. Violator payments by mail will be made directly to CLIENT. DMV
registration liens will be placed on vehicles having unpaid fines and fees in compliance with the Montana Vehicle Code and other
applicable state and local laws. DMV liens shall be removed through DMV when the entire amount of parking citation fines, fees,
and penalties due against the vehicle are satisfied. No extra processing charge will be made for a citation not be processed and
subsequently corrected and re-entered into the database.
4. Suspension of Processing. PAM shall suspend processing any citation referred to ft upon written notice to do so by the CLIENT.
PAM shall maintain records indicating any suspension resulted by CLIENT.
5. Computer System. PAM will provide CLIENT with intemet inquiry capability at the CLIENT location for retrieval of parking citation
information. Five (5) name -specific user licenses will be installed at the CLIENT location. CLIENT is responsible for all internet
connection or other related costs. In the event the CLIENT chooses to add additional licenses, the licenses will be quoted,
approved and installed at the client location upon request.
6. Contested Citations. In the event a registered vehicle owner disputes liability for an outstanding parking citation, PAM shall advise
the registered vehicle owner of the right to file a written appeal of the citation.
7. Citations Disposed by Review Hearing or Court. PAM, as a result of an administrative review, hearing or court action may be
required to reduce, cancel or void certain parking citations. CLIENT shall pay the contractual rate, hereinafter provided, for
processing citations regardless of the outcome of such action. PAM shall maintain records indicating any reduction or cancellation
of parking citations as a result of such action.
B. Collection and Deposit of Funds. At the direction of CLIENT, PAM shall collect and deposit nrwnies received for the payment of
parking citation fines and fees into a parking account with a financial institution local to and in the name of CLIENT. Costs related
to such account are the sole responsibility of CLIENT. All citation revenues will be deposited in the CLIENT bank account by the
end of the next banking day of receipt by PAM. Deposits will be batched in increments of one hundred (100) to limit the number of
bank transactions necessary. A maximum of three (3) deposits daily will be made.
9. Collection Disbursement. PAM shall disburse to CLIENT on a monthly basis, all monies on deposit from the payment of parking
c Cation fines and fees that are in collection status4process with PAM. Disbursement will made after the close of the processing
month beginning the month following the Agreement date. IVR and Internet Payments. PAM shall provide the public with the
ability to pay parking citations using an accepted credit card via an Interactive Voice Response (IVR) system or the intemet. The
cost for these services, including credit card discount fees, will be recovered by PAM in the form of a convenience fee assessed to
the violator for each citation paid.
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SERVICES AGREEMENT
SCHEDULE B —COLLECTION SERVICES
1. Performance by City
1.1. Authorityto Collect. The City hereby authorizes PAM to use any legal means necessary to collect Debts placed with PAM by
the City.
1.2. Ownership of Debts. The City maintains ownership of all Debts placed with PAM for collection under this Agreement. The
City maintains all legal right and title to Debts unless otherwise agreed in writing between the Parties.
1.3. Duty to Provide Information. The City agrees to provide PAM with all information obtained regarding each Debt placed with
PAM under this Agreement. It is the obligation of the City to provide PAM with all information that may prohibit or delay the
collection of the Debt or in any way impact the ability of PAM to collect the Debt, including but not limited to bankruptcy,
death, legal disability or other potential or actual defenses, including statute of limitations defense.
1.4. Warranties. The City warrants that, to the best of the City' knowledge, the Debts placed with PAM have been reviewed by the
City in accordance with this Agreement prior to transfer to PAM, and that the balances reported to PAM are true and
accurate, that all obligors on Debts have been disclosed and that all disputes and defenses of debtors have been reported to
PAM.
1.5. Notice of Dispute. The City will inform the PAM in writing, or by such other means as the Parties may expressly mutually
agree from time to time, of any Debts subject to this Agreement that have been or are in dispute. Disputes under this
provision include oral and written indications and statements by the debtor or any third party that the Debt is in dispute, and
includes but is not limited to a request for validation of the Debt. If such dispute is made in writing by debtor, the City will
notify PAM of the date of the writing and provide PAM with the original written dispute or a copy thereof.
1.6. Continuing Obligation. The City will continue to provide the most current version of the information required under this
Agreement throughout the Term and any Extension.
1.7. Authorization to Receive and Endorse Payments. The City authorizes and appoints PAM to collect and receive payments due
or payable to the City for Debts placed with PAM. PAM has authority to receive payments in any form including but not limited
to cash, check, money order, or electronic payment and has authority to endorse all such payments as may be required.
Payments may also be made di" to the City, and all funds shall be recorded and receipted thru the citation system. The
payment amount shall be the full amount including all collection fees assessed against the citation.
L8. Authorization to Investigate. The City expressly authorizes PAM to perforin investigative services related to ordinary debt
collection activities.
2. Performance by PAM
2.1. Agreement to Collect. PAM agrees to provide debt collection services to the City in compliance with all applicable laws,
regulations, licensing and bonding requirements.
2.2. Documentation of AccounWFinancial Reporting. PAM will provide monthly, detailed reports of collection activity related to
Debts. The reports include the principal amount of the Debt; amounts collected to date including any allowable fees, costs
and interest; dispute information, requests for validation by debtor; agreements by the debtor regarding future payments,
bankruptcy, death or Legal disability of the debtor, amount of commission retained by PAM, amount remitted to the City and
amount remitted to others under this Agreement
2.3. Credit Reporting. PAM will comply with standards set by the American Collectors Association, Inc. (ACA), including the ACA
Code of Ethics and the ACA Code of Operations.
2.4. Insurance and Bond Coverage. PAM will maintain at least the minimum level of insurance and bond coverage required by
ACA or state law, whichever is greater, in all jurisdictions in which engaged in collection activity under this Agreement.
2.5, Trust Account. PAM warrants that B will maintain a trust account as required by state law while PAM is engaged in collection
activity under this Agreement.
2.6. Methods and Compliance. PAM uses ordinary and reasonable collection efforts as permitted by law and will at all times
comply with the Fair Debt Collection Practices Act (FDCPA), the Fair Credit Reporting Act (FCRA) and all applicable state,
federal and local laws and regulations applicable to collections under this Agreement.
3. Legal Process. The City reserves sole right and authority to place Debts in litigation, including Debts subject to a forwarding
agreement. The City may authorize PAM in writing to retain an attorney and commence litigation on behalf of the City, subject to
separate terms and conditions mutually agreed in writing between the Parties. At no time, nor in any case, does PAM accept any
responsibility or liability for any expenses, fees, or damages or any costs or liability related to legal process or use of an attorney to
collect Debts.
4. Cost and Fees
4.1. Collection Fee. The cost of collection services described in this Agreement is percentage -based contingent on Debts
collected. A Debt placed for collection with PAM is subject to a fee that is a percentage of the amount actually collected
(Collection Fee) by PAM. The Collection Fee is in addition to any and all other costs including but rat limited to court costs,
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SERVICES AGREEMENT
sheriffs fees, interest. late fees, investigatory fees, credit reporting fees or other costs incurred directly or indirectly by PAM in
collection of amounts owed under this Agreement provided that such costs are approved by City in advance.
4.2. Interest and Fees on Debts. The City hereby authorizes PAM to add interest, civil penalties, litigation and legal process fees,
court costs, attorney fees and other such expenses relating to the collection of Debts as provided by law or debtor contract
and to collect this amount from the debtor. Such amounts are considered part of the total original amount placed for
collection.
4.3. Remittance. Amounts due the City based on one (1) calendar month of collections will be remitted to the City by the fifteenth
(15e) day of the following month. PAM will provide a report of collection activities to the City, up to and including the date of
any expiration or termination of this Agreement within thirty (30) calendar days of expiration or termination.
4.4. Reimbursement and Set off. Any fees, costs or expenses incurred by PAM in the course of collection of Debts will be set off
against amounts due the City for Debts collected. Should funds collected be Insufficient for payment in full through set off, the
City understands and acknowledges that PAM will invoice the City for all such costs and expenses.
5. NSF and Disputed Payments. In the event that any Debts reported to the City as paid are subsequently returned NSF or reversed
as disputed, PAM will reverse the amount of such Debt payment and all fees taken an such payment from the current month's
billing statement.
6. Authorization To Forward Accounts. PAM may forward any of the City' Debts to another collection agency if the debtor has moved
out of the general business area of PAM, and such other collection agency shall have authority to exercise all ordinary and
reasonable collection efforts as permitted by law, and shall remit any payments made to PAM less agreed commissions, and PAM
shall then remit to the City less any agreed commissions.
7. Right To Withdraw Accounts or Termination. The City may request the return of any Debts not yet collected provided thirty (30)
calendar days advance written notice (Notification Period). PAM agrees to return Debts not collected by the end of the Notification
Period along with appropriate financial records of the Debts including amounts collected, commission retained, additional fees,
interest and charges added, and a detailed statement of expenses incurred by PAM on behaff of the City. In the event of
termination of this Schedule or the Agreement, the City will pay all amounts due under this Agreement on Debts that have been
collected through the end of PAM s business day on the date of termination.
S. Collection Letters. PAM will propose customized collection letters to the City for review, edit and approval. Collection letter types
may include Notice of Assignment to Collection Agency, Demand for Payment, Pending DMV Hold, Pending Tax Offset (where
applicable), or Pending Credit Bureau Placement.
9. Skio Tracing. PAM will provide skip trace services where required to locate violators a current address for all Debts.
10. DMV Information. PAM will verify DMV information, as required, and obtain vehicle registrations for Debts.
11. Customer Service. PAM will provide a toll-free Customer Service number listed on all correspondence for violators to contact PAM
for any reason.
12. Debtor Dispute Resolution. PAM will provide dispute resolution services, in accordance with business rules established by the City,
to review violator claims of non -liability and forward accounts to the City where PAM has determined a valid reason for dismissal.
The City, at its sole discretion, will make final decisions on such matters and update the AutoCOLLECT System to reflect such
decision.
13. Lockbox Remittance Processing. All PAM Collection letters include a return remittance envelope addressed to PAM's remittance
processing center. PAM will provide lockbox remittance processing of all payments and update the AutoCOLLECT System on a
daily basis.
14. Noticing of Impending DMV Fold. PAM will send "Notice of Impending DMV Hold'to registered owner a minimum of fifty (50)
calendar days prior to DMV renewal notice dale.
15. DMV Hold Process. PAM will file DMV Holds on behalf of the City if approved in advance. The City is responsible for all DMV Hold
fees. Revenue collected as a result of the Hold process is not subject to the Collection Fee or reimbursement to PAM.
Collection Program Start-up and Collections. Backlog. All Citations issued priorto conversion that have not already been
assigned to a collection agency, will be assigned to PAM for collection when each citation reaches the City established collection
time/status. .
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SERVICES AGREEMENT
SCHEDULE C — Pricing
a. Citation Processing, includes; $2.49 per citation issued and not voided prior to download.
1. AutoPROCESS parking management software plus configuration, system maintenance, data back up and disaster
recovery
2. Five (5) named user CAr x licenses for City users
3. Maximum of one (1) late notice per citation issued. Postage passes through to CLIENT. It will be billed as a pass-
through at USPS rates. Volume postage discount may apply.
4. DMV data acquisition (in-state and out-of-state) where available
5. Management reporting services
6. AutoPROCESS multimedia solution including storing images (electronic and manual) and photos captured by Motorola
handhelds and the ability for the City to capture payment documents, correspondence and review/hearing documents.
7. AutoPROCESS Online Adjudication Module
8. Two (2) AutoPROCESS cashiering PC workstations (including consumables)
9. All data conversion, project management, set-up, installation, and initial training.
10. Handheld ticket writer paper stock and envelopes
b. Additional notices or items $0.25 plus postage per Rem
c. Citation Issuance, includes $' See attached quote
1. Six (6) AutoCITE X3 (non -wireless) handheld ticket writers plus configuration
2. AutoISSUE parking citation management software plus configuration
3. One (1) AutolSSUE host PC work station
4. Two (2) 4 -bay USB charging and communication station
5. Full maintenance and support on all Motorola units during the Term and any Extension
d. Collection Services 30% Contingency Fee
The CLIENT will provide:
1. Processing for all (non -collection) mail payments (Lockbox)
2. Data Entry/Imaging for all manual citations
3. Correspondence processing (data entry/ imaging)
4. Toll free Customer Service Cali Center
Automatic annual price adjustments (Adjustment) based on the CLIENT area Consumer Price Index (CPI) will take effect on or
about one (1) year after the Effective Date of this Agreement and annually thereafter including any Extension. The increase is a
percentage equal to the percentage increase in the U.S. Department of Labor, Consumer Price Index, All Items, Unadjusted,
Urban Areas (CPI -U) for the twelve (12) month period ending in June immediately prior to the Adjustment. All postage will be paid
by PAM then itemized on monthly invoices to CLIENT. Actual postage paid by PAM will be charged to CLIENT. These prices are
full compensation for services to be performed under this Agreement.
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