HomeMy WebLinkAbout2019-02-26; Municipal Water District; Resolution 1614RESOLUTION NO. 1614
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CARLSBAD
MUNICIPAL WATER DISTRICT (CMWD), APPROVING AN AGREEMENT WITH
INVOICE CLOUD FOR IMPLEMENTATION SERVICES AND ANNUAL BILL
PAYMENT SERVICES IN AN AMOUNT NOT TO EXCEED $400,000.
Exhibit 4
WHEREAS, the Carlsbad Municipal Water District (CMWD) Board of Directors of the City of
Carlsbad, California has determined that the current utilities bill payment process needs to be replaced
with a compliant Payment Card Industry (PCI) standards payment services software; and
WHEREAS, Invoice Cloud will provide implementation services and utilities bill payment services
that will meet PCI standards and compliance; and
WHEREAS, the budget to procure implementation services and the first year of licensing and
utilities bill payment services is available; and
WHEREAS, the budget for the second through fourth year of licensing and utilities bill payment
services will be included in the annual budget processes for the fiscal years 2019-2020 through 2021-
2022.
NOW, THEREFORE, BE IT RESOLVED by the Carlsbad Municipal Water District Board of the City
of Carlsbad, California, as follows:
1. That the above recitations are true and correct.
2. That the authorization to execute an agreement to provide implementation services and
utilities bill payment services from Invoice Cloud in a combined amount not to exceed
$400,000 is approved, and the Executive Manager or his designee is authorized to
execute the agreement (attached hereto as Attachment A), on behalf of CMWD.
3. That funding for implementation services and the first year of utilities bill payment
services is in the fiscal year 2018-2019 operating budget ofthe various departments and
the funding for succeeding years' licensing and utilities bill payment services will be
brought forth with future budget submittals for consideration and approval.
February 26, 2019 Item #2 Page 148 of 178
Exhibit 4
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the Carlsbad Municipal Water
District Board of the City of Carlsbad on the 26th day of February 2019, by the following vote, to wit:
AYES:
NOES:
ABSENT:
Hall, Blackburn, Bhat-Patel, Schumacher, Hamilton.
None.
None.
February 26, 2019 Item #2 Page 149 of 178
AGREEMENT FOR ONLINE PAYMENT PROCESSING SERVICES
INVOICE CLOUD, INC,
THIS AGREEMENT is made and entered into as of the / I '-L. day of
~&U)) , 20£j__, by and between the CARLSBAD MUNICIPAL WATER
DISffil T, a public agency organized under the Municipal Water Act of 1911, ("CMWD"), and
INVOICE CLOUD, INC., a Massachusetts corporation, ("Contractor"). ("Contractor").
RECITALS
A. The CMWD requires the professional services of an online payment processor in
a securely hosted real-time environment that is experienced in the acceptance of payments for
invoiced and non-invoiced items.
B. Contractor has the necessary experience in providing professional services and
advice related to electronic bill payment and presentment services.
C. Contractor has submitted a proposal to the CMWD and has affirmed its willingness
and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, the CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in attached Exhibit "A", which is incorporated by this reference in
accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the
Metropolitan Southern California Area, and will use reasonable diligence and best judgment while
exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of four (4) years from the date first above
written. The CMWD Executive Manager may amend the Agreement to extend it for one additional
three (3) year periods or parts thereof. Extensions will be based upon a satisfactory review of
Contractor's performance, CMWD needs, and appropriation of funds by the CMWD. The parties
will prepare a written amendment indicating the effective date and length of the extended
Agreement.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total not-to-exceed (NTE) fees payable for the Services to be performed during the initial
Agreement term will be four-hundred thousand dollars ($400,000). These fees are based on
assumptions about credit card transaction volumes, using 2018 volumes as the baseline. In the
event that transaction volumes are under-estimated, an amendment will be done between the
parties using the agreed upon rates in this Agreement. No other compensation for the Services
will be allowed except for items covered by subsequent amendments to this Agreement. The
CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the
work and/or Services specified in Exhibit "A".
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Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and
in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be
under control of City only as to the result to be accomplished, but will consult with City as
necessary. The persons used by Contractor to provide services under this Agreement will not be
considered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete
compensation to which Contractor is entitled. City will not make any federal or state tax
withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be
required to pay any workers' compensation insurance or unemployment contributions on behalf
of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty
(30) days for any tax, retirement contribution, social security, overtime payment, unemployment
payment or workers' compensation payment which City may be required to make on behalf of
Contractor or any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election, City may deduct the indemnification amount from any balance
owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City.
If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the
acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly
employed by the subcontractor, as Contractor is for the acts and omissions of persons directly
employed by Contractor. Nothing contained in this Agreement will create any contractual
relationship between any subcontractor of Contractor and City. Contractor will be responsible for
payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of
a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically
noted to the contrary in the subcontract and approved in writing by City.
Contractor has made the City aware that it will use Chase Paymentech for ACH processing
services while performing the Services called for in this Agreement. City does not consider said
arrangement to be a subcontracting arrangement.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses including attorney's
fees arising out of the performance of the work described herein caused by any negligence,
recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City's self-administered workers'
compensation is included as a loss, expense or cost for the purposes of this section, and that this
section will survive the expiration or early termination of this Agreement.
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10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which may
arise out of or in connection with performance of the services by Contractor or Contractor's
agents, representatives, employees or subcontractors. The insurance will be obtained from an
insurance carrier admitted and authorized to do business in the State of California. The insurance
carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus
line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating
in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by
the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.
10.1 Coverage and Limits.
Contractor will ma intain the types of coverage and minimum limits indicated below, unless the
Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage
will not constitute any limitations or cap on Contractor's indemnification obligations under this
Agreement. City, its officers, agents and employees make no representation that the limits of the
insurance specified to be carried by Contractor pursuant to this Agreement are adequate to
protect Contractor. If Contractor believes that any required insurance coverage is inadequate,
Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense. The full limits available to the named insured shall also be available
and applicable to the City as an additional insured.
10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an
"occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per
occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply
separately to this project/location or the general aggregate limit shall be twice the required
occurrence limit.
10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work
for City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor
has no employees and provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's
profession with limits of not less than $1 ,000,000 per claim. Coverage must be maintained for a
period of five years following the date of completion of the work.
10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 The City will be named as an additional insured on Commercial General Liability
which shall provide primary coverage to the City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which
will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and any extensions
of it and will not be canceled without thirty (30) days prior written notice to City sent by certified
mail pursuant to the Notice provisions of this Agreement.
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10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance
coverages, then City will have the option to declare Contractor in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in order to maintain
the required coverages. Contractor is responsible for any payments made by City to obtain or
maintain insurance and City may collect these payments from Contractor or deduct the amount
paid from any sums due Contractor under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete
and certified copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the
Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City
during normal business hours to examine, audit, and make transcripts or copies of records and
any other documents created pursuant to this Agreement. Contractor will allow inspection of all
work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
13. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on
behalf of City and on behalf of Contractor under this Agreement.
For City
Name Brent Gerber
Title Sr. Management Analyst
Department Information Technology
City of Carlsbad
Address 1635 Faraday Avenue
Carlsbad, CA 92008
Phone No. (760) 602-2498
For Contractor
Name Robert Montgomery
Title Director, Sales Operations
30 Braintree Hill Office Park, Suite
Address 303 ---------------
Br a int re e, MA 02184
Phone No. (781) 353-2559
Email rmontgomery@invoicecloud.com
Each party will notify the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
14. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report
investments or interests in all categories.
YesD No ■
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15. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations
which in any manner affect those employed by Contractor, or in any way affect the performance
of the Services by Contractor. Contractor will at all times observe and comply with these laws,
ordinances, and regulations and will be responsible for the compliance of Contractor's services
with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986
and will comply with those requirements, including, but not limited to, verifying the eligibility for
employment of all agents, employees, subcontractors and consultants whose services are
required by this Agreement.
16. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
17. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will
be used to resolve any questions of fact or interpretation not otherwise settled by agreement
between the parties. Representatives of Contractor or City will reduce such questions, and their
respective views, to writing. A copy of such documented dispute will be forwarded to both parties
involved along with recommended methods of resolution, which would be of benefit to both
parties. The representative receiving the letter will reply to the letter along with a recommended
method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The
City Manager will consider the facts and solutions recommended by each party and may then opt
to direct a solution to the problem. In such cases, the action of the City Manager will be binding
upon the parties involved, although nothing in this procedure will prohibit the parties from seeking
remedies available to them at law.
18. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, and following
the City giving Contractor at least thirty (30) days to cure any failure, City may terminate this
Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement,
City may terminate this Agreement upon written notice to Contractor. Upon notification of
termination, Contractor has five (5) business days to deliver any documents owned by City and
all work in progress to City address contained in this Agreement. City will make a determination
of fact based upon the work product delivered to City and of the percentage of work that
Contractor has performed which is usable and of worth to City in having the Agreement
completed. Based upon that finding City will determine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may terminate this
Agreement. In this event and upon request of City, Contractor will assemble the work product and
put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work
performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed
and the compensation to be made.
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19. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other
than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that
Contractor has not paid or agreed to pay any company or person, other than a bona fide
employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon, or resulting from, the award or making of this Agreement. For breach or violation
of this warranty, the CMWD will have the right to annul this Agreement without liability, or, in its
discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full
amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
20. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to the CMWD
must be asserted as part of the Agreement process as set forth in this Agreement and not in
anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false
claim is submitted to the CMWD, it may be considered fraud and Contractor may be subject to
criminal prosecution. Contractor acknowledges that California Government Code sections 12650
et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a
person knowingly submits a false claim to a public entity. These provisions include false claims
made with deliberate ignorance of the false information or in reckless disregard of the truth or
falsity of information. If the CMWD seeks to recover penalties pursuant to the False Claims Act,
it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that
the filing of a false claim may subject Contractor to an administrative debarment proceeding as
the result of which Contractor may be prevented to act as a Contractor on any public work or
improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for the CMWD to terminate this Agreement.
21. JURISDICTION AND VENUE
Any action at law or in equity brought by either of the parties to enforcing a right or rights provided
for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego,
State of California, and the parties waive all provisions of law providing for a change of venue in
these proceedings to any other county.
22. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon the CMWD and
Contractor and their respective successors. Neither this Agreement nor any part of it nor any
monies due or to become due under it may be assigned by Contractor without the prior consent
of the CMWD, which shall not be unreasonably withheld.
23. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along
with the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms
of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions
may be amended, modified, waived or discharged except in a writing signed by both parties.
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24. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority
to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
By rc6~ JvJ~
(sign here)
£i:,bu + L--~, c(i~ 1 Pre,;, i tf { n t--
(print name/title)
By:
(sign here)
(print name/title)
DIS RICT a Public Agency organized under
the unicI al Water Act of 1911, and a
Subsi I istrict of the CMWD of Carlsbad
By:
xecutive Manager
or Division Director as authorized by the
Executive Manager
ATTEST:
<secretary
If required by CMWD, proper notarial acknowledgment of execution by contractor must be
attached. If a corporation, Agreement must be signed by one corporate officer from each of the
following two groups.
Group A
Chairman,
President, or
Vice-President
Group 8
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
:;LIA ,r;;:;t~ral Counsel
Assistant General Counsel
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EXHIBIT "A"
SCOPE OF SERVICES
Invoice Cloud
Statement of Work
CMWD of Carlsbad
Overview
The Invoice Cloud (IC) suite of services (The Service) will give the CMWD of Carlsbad (Biller)
and its customers the ability to accept online payments for invoiced and non-invoiced items. The
Service will allow the CMWD of Carlsbad to offer on line payment processing in a securely hosted
real-time environment. Customers will be able to locate, view and print bills or invoices and
payment records online and pay using credit cards, debit cards, and electronic checks.
Definitions:
1. Biller -Merchant / CMWD of Carlsbad
2. Payer -Client customer, resident, person paying a bill or invoice
3. EBPP -Electronic Bill Presentment & Payment
4. Bill -Bill and Invoice are used synonymously throughout this document
5. RTDR -Real-Time Data Refresh -collects and aggregates the data as soon as a user
accesses a specific function
6. NTDR -Near-Time Data Refresh -integration that happens periodically; the data is
collected immediately but it is not aggregated until later -data can be processed every
day, every hour or even every few minutes
1. Security and Industry Compliance
Invoice Cloud maintains full compliance with current applicable Payment Card Industry (PCI)
standards, Cardholder Information Security Program (CISP) regulations and National Automated
Clearinghouse Association (NACHA) rules and guidelines. Invoice Cloud will abide by such
guidelines for the security of all cardholder data that Invoice Cloud possesses.
a. PCI -Invoice Cloud will provide compliant storage of Biller's customer payment
information that is certified by Visa/MasterCard. Data security measures are
addressed during collection and transmission via SSL with our patent pending
encryption technology. All confidential information will be treated in accordance with
the PCI standards.
b. Software as a Service (SaaS) Architecture -All Biller customer financial and
payment information and the invoice presentment and payment processing application
is housed offsite from Biller.
c. Browser Compatibility -Invoice Cloud supports the most current version of the
industry's most common browsers.
2. Data Integration
Invoice Cloud maintains an integration with Northstar. The integration for the CMWD of
Carlsbad will include the functionality found in Appendix B.
3. Payer Portal
The Payer Portal is an electronic bill presentment and online payment portal where a Biller's
customer (Payer) can view a bill and then proceed, within the same user interface, to make an
online payment.
a. Invoice Cloud will present bills electronically through a payer portal that is branded for
Biller or via an email notification, if the Payer provides an email address.
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b. The electronic invoice presentment will simulate the paper invoice Biller uses and will
be available in PDF and/or html format.
d. The Service may provide the Payer the option of making a payment via credit card
(Visa, MasterCard, American Express and Discover) or electronic check (also referred
to as ACH, e-check, EFT).
e. The Service provides the Payer a one-time online payment option without registration,
and the capability to register to access Payer's account history, schedule a payment,
or set up AutoPay payments.
f. A Payer will have the ability to choose their payment date (also known as scheduled
payments).
g. The system will accept partial, full, or overpayments as defined by the Biller.
h. The Payer will register with the Service using the authentication method designated
by Biller.
i. Linking Accounts -After registering with the Service, the Payer will be able to login
into their account(s). If the Payer has multiple accounts and uses the same
authentication information for all accounts, the Payer will be able to link their account
and view from a single registration. The Payer will then have the option to choose
which account they would like to pay or view in further detail.
j. The Payer will receive an email confirmation of payment after any payment process.
k. The Payer will have the ability to search and access historical bills once they register
with the Service. The Service will store twenty-four (24) months of rolling history from
the point of Biller's first invoice file upload to the Service. This includes invoice history
and account history.
I. Biller has the option of allowing the Payer to pay via different payment methods which
include online, IVR, IC Biller Portal, Pay by Text, CloudCSRConnect and
CloudPOSConnect.
m. Payers who have scheduled a payment or registered for AutoPay will receive email
notification from the Service of pending payments.
n. The Service includes shopping cart functionality.
o. The Service will allow the Payer the option to elect paperless billing.
p. A Payer registered for paperless billing will be automatically placed back on paper
billing if their email address is undeliverable; notification of the Payer's undeliverable
email address will be sent to Biller via email.
q. The Service complies with Federal E-Signature Act for paperless billing and AutoPay
by providing a system in which a Payer must confirm enrollment in paperless billing
and/or AutoPay by responding to an email sent after the Payer registers for paperless
billing and/or AutoPay through online self-service.
4. Biller Portal
The Biller Portal is an administrative portal where Biller staff will have access to reporting, search
customers, search invoices, search payments, initiate payments or credits, login as a Payer,
modify email templates, etc.
a. Biller can log in as the Payer on either the Biller or Payer Portal and make a payment
on behalf of the Payer. There is an audit trail for who made the payment, and the
source of every payment (CSR, Pay by Text, AutoPay, Web, IVR, etc.).
b. Biller will have the capability of blocking future payments by specific Payer and
payment method type (i.e. Credit Card or E-Check (ACH).
c. Permissions -The Biller Portal includes a table of role based permissions,
determined by the Biller's System Administrator. Each permission is applied to a user
ID on an individual basis to maximize flexibility. The system administrator can allow or
disallow access to functions such as viewing data, creating reports, resending email
notices, processing payments, credits or refunds, editing email templates and more.
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Since it is controlled by Biller administrator, changes can be made quickly on an as
needed basis.
d. Administrative Email Notifications -Biller may set up the system to send several
administrative notifications and request system notifications be sent to multiple staff
members. This allows different departments to get the information they need in a timely
manner. The notifications include:
• ACH Reject Notifications
• Batch Close Notifications
• Daily Management Report
• File Processing Notifications
• Month End Billing Invoice
• Paperless Customer Email Bounce Daily Report
• Request System Notifications (this is the ticketing system available in the
Invoice Cloud payer portal).
• Status Notifications (notifications of planned outages, new features, etc.)
e. Biller Controlled Configuration Options -The Biller Portal includes several Biller
controlled configurable options to customize the way payments and customer
accounts are handled. The Biller will be able to configure for:
• allowing Auto-Pay and scheduled payments
• allowing customers to update their phone or mailing address through the payer
portal
• allowing customers to pay less than, or more than the balance due based on
receivable type
• updating Refund Policy description
• updating customer service phone number
5. Biller Portal -Reporting
Biller can access a selection of pre-configured reports. Biller can request reports for daily,
monthly, or date range activity. Most reports can be exported to excel files or scheduled for
download as a custom report, as indicated by asterisk (*) in the report name. All stored payment
data is truncated, and this is reflected in all reports.
a. Reports:
b. Search Customers*
c. Search Invoices
d. Search Payment Transactions*
e. Monthly Summary
f. Registration Report*
g. Autopay Report*
h. Paperless Report*
i. Data Synchronization History
j. EFT/ACH Rejects*
k. View Scheduled Payments*
I. Invoice File History
m. Import Errors
n. Daily Payments Received*
o. Total Outstanding Invoices
p. Email Notification Summary
q. Email Statistics
r. Email Tracking
s. Bounced Email Report
• Email Statistics
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• Email Tracking
• Bounced Email Report
6. Payer Email Notifications
Invoice Cloud provides a set of customizable email notification templates for each invoice type
that are delivered for numerous events surrounding electronic invoice presentment and payment
activity. Email notifications may be customized through the Biller Portal using a Word style editor
and options to insert secure hyperlinks to website, links to electronic documents such as
newsletter or bill inserts, and/or variable fields selected from the Biller's data file.
a. Three (3) email notifications can be scheduled. The first notification is based on the
number of days from the invoice due date. Second and third notifications will only be sent
to Payers with an outstanding balance, a scheduled payment, or Payers who have signed
up for Auto-Pay.
b. At the discretion of Biller, Payer email notifications can be delivered for each of the
following events.
• First Invoice Email Notification
• Second Invoice Email Notification
• Third Invoice Email Notification
• Payment Transaction Receipt
• Declined Auto Pay Transaction
• Late Fee Email Notification
• Declined Scheduled Payment Notification
• Registered Customer Welcome Email
• AutoPay Registration Notification
• Paperless Registration Notification
• ACH Reject/Chargeback Notices (with reason codes and descriptors)
• Credit Card Expiration Notification
• Scheduled Payment Confirmation
• AutoPay Reminder Notification
• FlexPay Confirmation Notification
• Scheduled Payment Reminder
• Paperless Off Confirmation
• Online Bank Direct Payment Receipt
• Check 21 Payment Receipt
• Linked Accounts First Notice Notification
• Linked Accounts Second Notice Notification
• Linked Accounts Third Notice Notification
• AutoPay Off Confirmation
• Conveyed Customer Notification
• Multiple Registered Customers Welcome Email
• Recurring Scheduled Payment Confirmation
• Recurring Scheduled Payment Canceled
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7. Business Rules
The Invoice Cloud solution is designed for flexibility for customers and Billers. There are many
rules currently available and we will also undertake the creation of new business rules as we both
agree. Each bill type operates independently and can accept different payment types as well as
other business rules. At Biller's option, multiple business rules can be applied to each bill type.
Invoice Cloud provides flexibility regarding business rules to support specific needs, including:
a. Ability to allow partial payments, over payments, full balance only, or late fees.
b. Ability to allow payments beyond the due date -The service is designed to
accommodate biller specific business rules like allowing payments beyond their due
date.
c. Ability to allow for multiple payment types for one customer for the same bill -The
service allows multiple payment types from one customer for the same bill when partial
payments are allowed. Credit/debit card and e-check (ACH) can be run separately and
an unlimited number of remittance types can be used. For example, a customer can
pay part of a bill with a checking account, another part with a credit card and the
remainder with a second credit card of a different type.
8. Implementation Process
Invoice Cloud assigns an Implementations Manager (IM) to each Biller. The IM will be the Biller's
primary contact during the implementation process and coordinates all necessary resources from
Biller, Biller software company, Invoice Cloud, and any sub-contractors. The IM will provide the
Biller with the following documents to facilitate the project:
a. New Biller Questionnaire & Questionnaire Key -Documents critical information
needed to setup and initiate the service including information on business rules and
feature selection.
b. Project Timeline -Details project schedule and milestones.
c. Testing & Training Plan -This plan walks the Biller through a set of user acceptance
testing criteria and facilitates training on the service.
9. Support & Training
a. Business Hours -The business hours will be Monday through Friday from 8 a.m. to
8 p.m. Eastern Standard Time. Note: Biller Support hours are 8 a.m. to 8 p.m. EST.
Payer Support hours are currently 8 a.m. to 4 p.m. EST.
b. Help Desk -The Service will provide a helpdesk ticketing system for Biller within the
Biller Portal to get help from Invoice Cloud client support team. This tool will allow
Biller to track and retain resolutions for historical reference.
c. Payer Support -The Payer Support is two tiered with Biller staff as the first line of
support regarding account, registration and billing questions. Issues with the Invoice
Cloud service operation or incorrect credit card charges will be routed to Invoice Cloud
Client Support via telephone or a Biller helpdesk ticket.
d. Biller Support -If Biller encounters an inquiry which they cannot resolve Biller will
create a helpdesk support ticket. Invoice Cloud Customer Support will address the
issue and if applicable provide training to Biller to allow the address of tickets in a
timely matter; often within twenty-four (24) business hours. Biller and technical support
is available during business hours.
i. Routine Technical Support -Technical Support is available during business
hours. Biller may call customer support directly; however, the use of the helpdesk
ticketing system is encouraged as the preferred method of contact. Invoice Cloud
staff views all tickets as they are submitted and routes them to the appropriate
person for resolution.
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12 February 26, 2019 Item #2 Page 161 of 178
ii. Emergency After-Hours Support -The helpdesk service is monitored after
business hours and emergency support issues are addressed within one (1) hour.
An emergency support issue is defined as an issue involving the system being
down and inoperable and does not include Payer payment issues. Biller may
request email notification be provided in the event the system is down and
inoperable. The Emergency After-Hours Support Number is (800) 564-7519.
e. Service Enhancements -Most enhancements do not require action on the part of
Biller. Upgrades as agreed are done at the Invoice Cloud server level, so there are
no mandatory actions for Biller to take. Support levels are not affected by
enhancements.
f. Biller Training-Biller staff will be guided in how to use the system through in-house
training, documentation, remote live sessions, and access to our client support team.
• All standard training will be done remotely. Invoice Cloud's training personnel will
provide sessions for both Payer and Biller portals for Biller's staff.
• Separate training is conducted for Biller's technical staff regarding the uploading
of bill files and any other applicable processes.
• Ongoing phone and Go-To-Meeting training will be provided during the first month
of use at no additional cost to Biller.
10. Marketing
Invoice Cloud provides marketing support that our Billers can use to promote the EBPP and IC
payment solutions to its Payers, at no charge. Invoice Cloud's marketing group will schedule a 1-
hour conference call to review Invoice Cloud's recommended best practices for promoting the
service. Sample templates will be provided for each item and customizations can be made upon
request. The marketing collateral that Invoice Cloud provides may include:
• Bill Inserts
• Newsletters
• Envelope Teasers
• Pay Button Link
• Posters with Acrylic Stands for Payment Counters
• Business card sized take-away cards with QR code
• Local cable/TV station announcement
11. CloudlVRConnect™
The IC CloudlVRConnect allows Billers to accept payments via our interactive voice response
system. It provides customers with 24-hour access to account status and billing information (total
balance due, past due amount, last payment made, next billing date etc.). The following options
are available:
• Provides for a toll-free call and a caller ID number set by the biller
• Supports messaging in both English and Spanish
• Provides for a customizable initial greeting (includes CMWD/County/Company name) -
all remaining prompts are standard
• Ability to pay with credit card (Visa, MasterCard, Discover, American Express), debit card,
or eCheck (ACH)
• Replays information with Invoice Cloud generated confirmation #
12. CloudSMSConnect™
The IC CloudSMSConnect allows Billers to accept payments via SMS text messaging. The
following options are available:
• Provides interactive registration and service sign-up confirmation
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13 February 26, 2019 Item #2 Page 162 of 178
• Sends notification when new bills are available for payment
• Ability to pay with credit card (Visa, MasterCard, Discover, American Express), debit card,
or eCheck (ACH)
• Allows for payment utilizing a stored-payment method
13. CloudStore TM
The IC CloudStore allows Billers to accept payments for non-invoiced services like books, t-shirts,
etc., fire, police, building permits, or activity programs. The following options are available:
• Accept electronic check and or credit/debit cards.
• Customer receives immediate email confirmation of payment.
• Department receives email notification of purchase event for instant fulfillment services.
• Ability to apply convenience fees, if required.
• Reporting by service type.
• Linked to Biller branded payment portal.
• Each service type can have its own online registration form.
• Can be setup to accept payments over the counter.
14. Online Bank Direct™
The IC Online Bank Direct (OBD) allows Billers to electronically import eCheck (ACH) payments
initiated from consumer bank bill sites. The following options are available:
• Auto-matching of payments with open invoices
• Email consumer a payment notification for those customers with an email address on file
• Ability to apply a single payment to multiple invoices
• Custom search capabilities to locate matching invoice(s)
• Electronic deposit of corresponding eCheck
This SOW contains many products, services and payment methods. Only the specific products,
services and payment methods selected by the CMWD of Carlsbad, as outlined in the Biller
Order Form, are included in the delivery of products, services and payment methods. _
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14 February 26, 2019 Item #2 Page 163 of 178
Appendix A: System Modifications
As outlined below, Invoice Cloud has agreed to make the following changes to the setup and
functionality of our platform:
NONE
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15 February 26, 2019 Item #2 Page 164 of 178
EXHIBIT "B"
1. License Grant & Restrictions. Subject to execution by Biller of the Invoice Cloud Biller Order
Form incorporating this Agreement, Invoice Cloud hereby grants Biller a non-exclusive, non-
transferable, worldwide right to use the Service described on the Biller Order Form until
termination as provided herein, solely for the following purposes, and specifically to bill and
receive payment from Biller's own customers, for Services that are referenced in the Biller Order
Form. All rights not expressly granted to Biller are reserved by Invoice Cloud and its licensors.
Biller will provide to Invoice Cloud all Biller Data generated for Biller's Customers. Unless
otherwise expressly agreed to in writing by Invoice Cloud to the contrary, Invoice Cloud will
process all of Biller's Customers' Payment Instrument Transactions requirements related to the
Biller Data and will do so via electronic data transmission according to our formats and procedures
for each electronic payment type selected in the Biller Order Form. In addition, Biller will sign all
third-party applications and agreements required for the Service.
Biller shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise
commercially exploit or make available to any third party the Service in any way; (ii) modify or
make derivative works based upon the Service; (iii) Recreate, "frame" or "mirror" any portion of
the Service on any other server or wireless or Internet-based device; (iv) reverse engineer or
access the Service; or (v) copy any features, functions or graphics of the Service.
2. Privacy & Security. Invoice Cloud's privacy and security policies may be viewed at
http://www.invoicecloud.com/privacy.html. Invoice Cloud reserves the right to modify its privacy
and security policies in its reasonable discretion from time to time which modification shall not
materially adversely impact such policies. Invoice Cloud will maintain compliance with current
required Payment Card Industry (PCI) standards and Cardholder Information Security standards.
3. Account Information and Data. Invoice Cloud does not and will not own any Customer Data,
in the course of providing the Service. Biller, not Invoice Cloud, shall have sole responsibility for
the accuracy, quality, integrity, legality, and reliability of, and obtaining the intellectual property
rights to use and process all Customer Data. In the event this Agreement is terminated, Invoice
Cloud will make available to Biller a file of the Customer Data within 30 days of termination of this
Agreement (or at a later time if required by applicable law), if Biller so requests at the time of
termination. Invoice Cloud reserves the right to remove and/or discard Customer Data with 30
days notice except as prohibited by applicable law or in the event of exigent circumstances which
makes prior notice impracticable, and in which case, notice will be provided promptly thereafter.
4. Confidentiality / Intellectual Property Ownership. Invoice Cloud agrees that it may be
furnished with or otherwise have access to Customer Data that the Biller's customers considers
being confidential. Invoice Cloud agrees to secure and protect the Customer Data in a manner
consistent with the maintenance of Invoice Cloud's own Confidential Information, using at least
as great a degree of care as it uses to maintain the confidentiality of its own confidential
information, but in no event use less than commercially reasonable measures. Invoice Cloud will
not sell, transfer, publish, disclose, or otherwise make available any portion of the Customer Date
to third parties, except as required to perform the Services under this Agreement or otherwise
required by applicable law.
Invoice Cloud (and its licensors, where applicable) owns all right, title and interest, including all
related Intellectual Property Rights, in and to the Invoice Cloud Technology, the Content and the
Service and any enhancement requests, feedback, integration components, suggestions, ideas,
and application programming interfaces, recommendations or other information provided by Biller
or any other party relating to the Service. In the event any such intellectual property rights in the
Invoice Cloud Technology, the Content or the Service do not fall within the specifically
enumerated works that constitute works made for hire under applicable copyright laws or are
deemed to be owned by Invoice Cloud, Biller hereby irrevocably, expressly and automatically
assigns all right, title and interest worldwide in and to such intellectual property rights to Invoice
Cloud. The Invoice Cloud name, the Invoice Cloud logo, and the product names associated with
General Counsel Approved Version 6/12/18
18 February 26, 2019 Item #2 Page 167 of 178
the Service are trademarks of Invoice Cloud or third parties, and no right or license is granted to
use them.
Biller agrees that during the course of using or gaining access to the Service (or components
thereof) it may be furnished with or otherwise have access to information that Invoice Cloud
considers to be confidential including but not limited to Invoice Cloud Technology, customer
and/or prospective customer information, pricing and financial information of the parties which are
hereby deemed to be Invoice Cloud Confidential Information, or any other information by its very
nature constitutes information of a type that any reasonable business person would conclude was
intended by Invoice Cloud to be treated as proprietary, confidential, or private (the "Confidential
Information"). Biller agrees to secure and protect the Confidential Information in a manner
consistent with the maintenance of Invoice Cloud's rights therein, using at least as great a degree
of care as it uses to maintain the confidentiality of its own confidential information, but in no event
use less than reasonable efforts. Biller will not sell, transfer, publish, disclose, or otherwise make
available any portion of the Confidential Information of the other party to third parties (and will
ensure that its employee and agents abide by the requirements hereof), except as expressly
authorized in this Agreement or otherwise required by applicable law.
5. Billing and Renewal. Invoice Cloud fees for the Service are provided on the Biller Order Form.
Invoice Cloud's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities,
Invoice Cloud may assess and/or collect such taxes, levies, or duties against Biller and Biller shall
be responsible for payment of all such taxes, levies, or duties, excluding only United States
(federal or state) taxes based solely on Invoice Cloud's income. All payment obligations are non-
cancellable and all amounts or fees paid are non-refundable. Unless Invoice Cloud in its discretion
determines otherwise, all fees will be billed in U.S. dollars. If Biller believes Biller's bill or payment
is incorrect, Biller must provide written notice to Invoice Cloud within 60 days of the earlier of the
invoice date, or the date of payment, with respect to the amount in question to be eligible to
receive an adjustment or credit; otherwise such bill or payment is deemed correct. Invoice Cloud
reserves the right to modify any pricing with respect to fees owed by the Biller upon thirty days
written notice to Biller based on increases incurred by Invoice Cloud on fees, assessments, and
the like from credit card processers, bank card issuers, payment associations, ACH and check
processers.
6. Intentionally left blank.
7. Invoice Cloud Responsibilities. Invoice Cloud represents and warrants that it has the legal
power and authority to enter into this Agreement. Invoice Cloud warrants that the Service will
materially perform the functions that the Biller has selected on the Order Form under normal use
and circumstances and that. Invoice Cloud shall use commercially reasonable measures with
respect to Customer Data to the extent that it retains such, in the operation of the Service;
provided that the Biller shall maintain immediately accessible backups of the Customer Data. In
addition, Invoice Cloud will, at its own expense, as the sole and exclusive remedy with respect to
performance of the Service, correct any Transaction Data to the extent that such errors have been
caused by Invoice Cloud or by malfunctions of Invoice Cloud's processing systems.
8. Limited Warranty EXCEPT AS PROVIDED IN SECTION 7, THE SERVICES AND ALL
CONTENT AND TRANSACTION DATA IS PROVIDED WITHOUT ANY EXPRESS, OR IMPLIED
WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER
WARRANTIES ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW BY INVOICE CLOUD AND ITS LICENSORS AND PAYMENT
PROCESSORS. INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS DO
NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE
UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER
HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THAT THE SERVICE WILL NOT DELAY
IN PROCESSING OR PAYING, OR (C) THE SERVICE WILL MEET REQUIREMENTS WITH
RESPECT TO SIZE OR VOLUME. Invoice Cloud's service may be subject to limitations, delays,
General Counsel Approved Version 6/12/18
19 February 26, 2019 Item #2 Page 168 of 178
and other problems inherent in the use of the internet and electronic communications. Invoice
cloud is not responsible for any delays, delivery failures, or other damage resulting from such
problems. Biller represents and warrants that Biller has not falsely identified itself nor provided
any false information to gain access to the Service and that Biller's billing information is correct.
9. Biller's Responsibilities. Biller is responsible for all activity occurring under Biller's accounts
and shall abide by all applicable laws, and regulations in connection with Biller's and/or its
customers' and a payers' use of the Service, including those related to data privacy,
communications, export or import of data and the transmission of technical, personal or other
data. Biller shall: (i) notify Invoice Cloud immediately of any unauthorized use of any password or
account or any other known or suspected breach of security; (ii) report to Invoice Cloud and
immediately stop any copying or distribution of Content that is known or suspected to be
unauthorized by Biller or Biller's Users; and (iii) obtain consent from Biller's customers and payers
to receive notifications and invoices from Invoice Cloud. Invoice Cloud is not responsible for any
Biller postings in error due to delayed notification from credit card processor, ACH bank and other
related circumstances.
10. Intentionally left blank.
11. Fees.
Invoice Cloud will not charge fees related to the initial setup, initial implementation and
personalization of its standard Service unless a fee is included in the Biller Order Form. Invoice
Cloud will charge the Biller or payer fees as provided in the Biller Order Form. In addition, Invoice
Cloud reserves the right to charge for changes to the setup, implementation or personalization
performed after the completion of initial setup or implementation and any other requested work or
changes including the following services, at its then standard rates:
• new file/biller set up
• template changes
• custom reports and other custom development
• new bill printer support
• invoice file format changes resulting in revision of integration/data translation
• re-implementation of a site/system and/or new billing system
• payment file revisions
• loading pdfs and importing/loading invoices
• conversion of biller customer registrations/passwords (post initial implementation)
• balance forward of invoices
• other out of scope services
12. Limitation of Liability. INVOICE CLOUD'S AGGREGATE LIABILITY SHALL BE UP TO AND
NOT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM BILLER IN THE
TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO
SUCH CLAIM. EXCEPT FOR GROSS NEGLIGENCE OR INTENTIONAL ACTS, IN NO EVENT
SHALL INVOICE CLOUD AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY
INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL
(INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC
ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, EVEN
IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S
LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or
limitation of liability for incidental, consequential or certain other types of damages, so the
exclusions set forth above may not apply to Biller.
13. Export Control. The Biller agrees to comply with United States export controls administered
by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign
Assets Control, and other U.S. agencies.
14. Intentionally left blank.
General Counsel Approved Version 6/12/18
20 February 26, 2019 Item #2 Page 169 of 178
15. Intentionally left blank.
16. Intentionally left blank.
17. Intentionally left blank.
18. General. The failure of either party to enforce any right or provision in this Exhibit shall not
constitute a waiver of such right or provision unless acknowledged and agreed to by Invoice Cloud
in writing. All rights and obligations of the parties in Sections 4, 6, 10, 12, 14 and 18 shall survive
termination of this PSA Agreement which incorporates this Exhibit B. Biller agrees that Invoice
Cloud can disclose the fact that Biller is a paying customer and the edition of the Service that
Biller is using.
Additional terms and conditions and definitions are found at
www.invoicecloud.com/termsandconditions (the "Biller T +C").
The Biller hereby authorizes Invoice Cloud, Inc. ("Invoice Cloud") to initiate and execute
debit/credit entries to its checking/deposit account(s) designated by Biller and to debit/credit the
same such account(s). The Biller acknowledges that the origination of ACH transactions to its
account(s) must comply with the provisions of U.S. law. This authority is to remain in full force
and effect until (i) Invoice Cloud has received written notification (by electronic or U.S. mail) from
the Biller of its revocation in such time and manner as to allow Invoice Cloud a reasonable
opportunity to act on it, but not less than 10 business days notice; and (ii) all obligations of the
Biller to Invoice Cloud that have arisen under this Agreement and all other agreements have been
paid in full. The Biller must also notify Invoice Cloud, in writing, (by electronic or U.S. mail) when
a change in account number(s) or bank has occurred at which time this authorization shall apply
to such new/changed account. This notification must be received within 10 business days of
change. A fee will be charged for any returned ACH debits.
The Biller: (1) certifies that all information and documents submitted in connection with Exhibit
C are true and complete; (2) agrees that Biller and each transaction submitted will be bound by
terms and conditions in the PSA in its entirety.
Pay by Text: Standard data rates and text messaging rates may apply based on the payer's plan
with their mobile phone carrier. Payer can opt out of text messaging at any time with Invoice
Cloud. Partial payment or overpayment is not supported. Service fees may apply based on the
biller set up with Invoice Cloud. Biller may not use the service for activities that violate any law,
statute, ordinance or regulation.
General Counsel Approved Version 6/12/18
21 February 26, 2019 Item #2 Page 170 of 178
EXH IBIT "C"
lnvoiceCloud-Blll'er Order Form
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City Attorney Approved Version 6/12/18
22 February 26, 2019 Item #2 Page 171 of 178
lnvoiceCloud .. Biller Order Form
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City Attorney Approved Version 6/12/18
23 February 26, 2019 Item #2 Page 172 of 178
CHASEO"
Paymentech
Sl'BJJJITER MERCHANT
Exhibit "D"
PAYMENT PROCESSING INSTRUCTIONS AND GUIDELINES
Paymentech, LLC ("Paymentech" or "we", "us" or "our" and the like), for itself and on behalf of
JPMorgan Chase Bank, N.A. ("Member"), is very excited about the opportunity to join Invoice
Cloud, Inc. in providing you with state-of-the-art payment processing services. When your
Customers pay you through Invoice Cloud, Inc., you may be the recipient of a Card funded
payment. The organizations that operate these Card systems (such as Visa U.S.A., Inc. and
MasterCard International Incorporated; collectively, the "Payment Brands") require that you (i)
enter into a direct contractual relationship with an entity that is a member of the Payment Brand
and (ii) agree to comply with Payment Brand Rules as they pertain to applicable Card Transaction
you submit through Invoice Cloud, Inc .. You are also required to fill out an Application with
Paymentech. The Application provides Paymentech with information relative to your processing
practices and expectations.
By executing this document, you are fulfilling the Payment Brand Rule of entering into a direct
contractual relationship with a member, and you are agreeing to comply with Payment Brand
Rules as they pertain to Transactions you submit for processing through the Invoice Cloud, Inc.
service. We understand and acknowledge that you have contracted with Invoice Cloud, Inc. to
obtain Card processing services on your behalf and that Invoice Cloud, Inc. may have agreed to
be responsible for your obligations to us for such Transactions and as set forth in these guidelines.
The following information is designed to inform and assist you as we begin our relationship.
1. Your Acceptance of Cards
• You agree to comply with all Payment Brand Rules, as may be applicable to you
and in effect from time to time. You understand that we may be required to modify these
instructions and guidelines in order to comply with requirements imposed by the Payment
Brands.
• In offering payment options to your customers, you may elect any one of the
following options. These acceptance options above apply only to domestic transactions:
(]) Accept all types of Visa and MasterCard cards, including consumer credit and
debit/check cards, and commercial credit and debit/check cards;
(2) Accept only Visa and MasterCard credit cards and commercial cards (If you select
this option, you must accept all consumer credit cards (but not consumer debit/check
cards) and all commercial card products, including business debit/check cards); or
(3) Accept only Visa and MasterCard consumer debit/check cards (If you select this
option, you must accept all consumer debit/check card products (but not business
debit/check cards) and refuse to accept any kind of credit cards).
• If you choose to limit the types of Visa and MasterCard cards you accept, you must
display appropriate signage to indicate acceptance of the limited acceptance category you
have selected (that is, accept only debit/check card products or only credit and commercial
products).
• For recurring transactions, you must obtain a written request or similar
authentication from your Customer for the goods and/or services to be charged to the
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Customer's Card, specifying the frequency of the recurring charge and the duration of time
during which such charges may be made.
2. Settlement
• Upon our receipt of your Transactions, we will process your Transactions to
facilitate the funds transfer between the various Payment Brands, you and Invoice Cloud,
Inc.. Unless otherwise agreed to by the parties, after we receive credit for such
Transactions, we will provide provisional credit to one or more of the Bank Account(s) you
designate herein under the "Funding Schedule" section.
• You must not submit Transactions for payment until the goods are delivered,
shipped, or the services are performed. If a Customer disputes being charged for
merchandise or services before receiving them, the result may be a Chargeback to you.
3. Chargebacks
• You may receive a Chargeback for a number of reasons. The following are some
of the most common reasons for Chargebacks, but in no way is this meant to be an
exhaustive list of all Chargeback reasons:
(I) You do not issue a refund to a Customer upon the return or non-delivery of goods
or services;
(2) An authorization/approval code was required and not obtained; The Transaction
was fraudulent;
(3) The Customer disputes the Card sale or the signature on the sale documentation,
or claims that the sale is subject to a setoff, defense or counterclaim; or
(4) The Customer refuses to make payment for a Card sale because in the Customer's
good faith opinion, a claim or complaint has not been resolved, or has been resolved by
you but in an unsatisfactory manner
4. Data Security and Privacy
• By signing below, you represent to us that you do not have access to any Card
Information (such as the Customer's primary account number, expiration date, security
code or personal identification number) and you will not request access to such Card
Information from Invoice Cloud, Inc .. In the event that you do happen to receive Card
Information in connection with the processing services provided by Invoice Cloud, Inc. or
Paymentech under these guidelines, you agree that you will not use it for any fraudulent
purpose or in violation of any Payment Brands or applicable law and you will comply with
all applicable Payment Brand Rules and Security Standards. If at any time you believe
that Card Information has been compromised, you must notify us promptly and assist in
providing notification to the proper parties. You must ensure your compliance with all
Security Standards that are applicable to you and which may be published from time to
time by the Payment Brands. If any Payment Brand requires an audit of you due to a data
security compromise event or suspected event, you agree to cooperate with such audit.
You may not use any Card Information other than for the sole purpose of completing the
Transaction authorized by the Customer for which the information was provided to you, or
as specifically allowed by Payment Brand Rules, or required by law. In the event of your
failure, including bankruptcy, insolvency or other suspension of business operations, you
shall not sell, transfer or disclose any materials that contain Transaction information or
Card Information to third parties.
5. Funding Schedule
• In order to receive funds from Paymentech, you must maintain one or more bank
account(s) at a bank that is a member of the Automated Clearing House ("ACH") system
and the Federal Reserve wire system (the "Bank Account"). You must designate at least
one Bank Account for the deposit and settlement of funds and the debit of any fees and
costs associated with Paymentech's processing of the Transactions (all such designated
Bank Accounts shall be collectively referred to herein as the "Settlement Account"). You
authorize Paymentech to initiate electronic credit and debit entries and adjustments to
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your Settlement Account in accordance with this Section 5. We will not be liable for any
delays in receipt of funds or errors in Settlement Account entries caused by third parties,
including but not limited to delays or errors by the Payment Brands or your bank.
• Unless otherwise agreed to by the parties, the proceeds payable to the Settlement
Account shall be equal to the amounts received by us in respect of your Card transactions
less all Chargebacks, Customer refunds and other applicable charges. Such amounts will
be paid into the Settlement Account promptly following our receipt of the funds. If the
proceeds payable to the Settlement Account do not represent sufficient credits, or the
Settlement Account does not have a sufficient balance to pay amounts due from you under
these guidelines, we may pursue one or more of the following options: (i) demand and
receive immediate payment for such amounts; (ii) debit a Bank Account for the amount of
the negative balance; (iii) withhold settlement payments to the Settlement Account until all
amounts are paid, (iv) delay presentation of refunds until a payment is made to us of a
sufficient amount to cover the negative balance; and (v) pursue any remedies we may
have at law or in equity.
• Unless and until we receive written instructions from you to the contrary, all
amounts payable by Paymentech to you will be deposited in the Settlement Account
designated and authorized by you as set forth below:
Name of Bank: Wells Fargo Bank
Account Name: CMWD of Carlsbad
Bank Routing Number:
Account Number:
Reference:
27
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6. Definitions
"Application" is a statement of your financial condition, a description of the characteristics of
your business or organization, and
related information you have previously or concurrently submitted to us, including credit and
financial information.
"Card" is an account, or evidence of an account, authorized and established between a Customer
and a Payment Brand, or representatives or members of a Payment Brand that you accept from
Customers as payment for a good or service. Payment Instruments include, but are not limited to,
credit and debit cards, stored value cards, loyalty cards, electronic gift cards, authorized account
or access numbers, paper certificates and credit accounts.
"Chargeback" is a reversal of a Transaction you previously presented to Paymentech pursuant
to Payment Brand Rules. "Customer" is the person or entity to whom a Card is issued or who is
otherwise authorized to use a Payment Instrument.
"Member" is JPMorgan Chase Bank, N.A. or other entity providing sponsorship to Paymentech
as required by all applicable Payment Brand. Your acceptance of Payment Brand products is
extended by the Member.
"Payment Brand" is any payment method provider whose payment method is accepted by
Paymentech for processing, including, but not limited to, Visa, U.S.A., Inc., MasterCard
International, Inc., Discover Financial Services, LLC and other credit and debit card providers,
debit network providers, gift card and other stored value and loyalty program providers. Payment
Brand also includes the Payment Card Industry Security Standards Council.
"Payment Brand Rules" are the bylaws, rules, and regulations, as they exist from time to time,
of the Payment Brands.
"Card Information" is information related to a Customer or the Customer's Card, that is obtained
by you or Invoice Cloud, Inc. from the Customer's Card, or from the Customer in connection with
his or her use of a Card (for example a security code, a PIN number, or the customer's zip code
when provided as part of an address verification system). Without limiting the foregoing, such
information may include a the Card account number and expiration date, the Customer's name or
date of birth, PIN data, security code data (such as CW2 and CVC2) and any data read, scanned,
imprinted, or otherwise obtained from the Payment Instrument, whether printed thereon, or
magnetically, electronically or otherwise stored thereon.
"Paymentech", "we", "our", and "us" is Paymentech, LLC, a Delaware limited liability company,
having its principal office at 8181 Communications Pkwy, Plano, Texas 75024.
"Security Standards" are all rules, regulations, standards or guidelines adopted or required by
the Payment Brands or the Payment Card Industry Security Standards Council relating to privacy,
data security and the safeguarding, disclosure and handling of Payment Instrument Information,
including but not limited to the Payment Card Industry Data Security Standards ("PCI DSS"),
Visa's Cardholder Information Security Program ("CISP"), Discover's Information Security &
Compliance Program, American Express's Data Security Operating Policy, MasterCard's Site
Data Protection Program ("SOP"), Visa's Payment Application Best Practices ("PABP"), the
Payment Card Industry's Payment Application Data Security Standard ("PA DSS"), MasterCard's
POS Terminal Security program and the Payment Card Industry PIN Entry Device Standard, in
each case as they may be amended from time to time.
"Transaction" is a transaction conducted between a Customer and you utilizing a Card in which
consideration is exchanged between the Customer and you.
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Please acknowledge your receipt of these instructions and guidelines and your agreement to
comply therewith.
Agreed and Accepted by:
CARLSBAD MUNICIPAL WATER
DISTRICT
1200 CARLSBAD VILLAGE DRIVE
CARLSBAD, CA 92008
BY: (authorized signature)
Print name & Title
Date:
APPROVED AS TO FORM:
Celia A. Brewer, City Attorney
Assistant City Attorney
City of Carlsbad, CA
Agreed and Accepted by:
PAYMENTECH, LLC FOR ITSELF AND ON
BEHALF OF
JPMORGEN CHASE BANK, N.A.
4 Northeastern Boulevard
Salem, NH 03079
BY: (authorized signature)
Print name & Title
Date:
INTERNAL PAYMENTECH USE Rev 04/18pdf
Merchant Name: CMWD of Carlsbad Page 3 of 3 Paymentech Contract No. 063576
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