HomeMy WebLinkAbout2019-02-26; City Council; ; Agreements with Northstar Utilities Solutions for an Agreement to Upgrade the Utilities Billing System and Bill Presentment Software and with Invoice Cloud for an AgreemeCA Review 11,,Vv
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Meeting Date:
To:
From:
Staff Contact:
Subject:
February 26, 2019
Mayor/President and City Council/Board
Scott Chadwick, City Manager/Executive Manager
Maria Callander, IT Director
Maria.Callander@carlsbadca.gov or 760-602-2454
Vicki Quiram, Utilities Director
Vicki.Quiram@carlsbadca.com or 760-603-7307
Agreements with 1) Northstar Utilities Solutions for a Master Service
Agreement to Upgrade the Utilities Billing System and Bill Presentment
Software and with 2) Invoice Cloud for a Master Service Agreement for
Implementation of Bill Payment Services
Recommended Action
The following actions are recommended:
• That the City Council adopt a resolution authorizing the City Manager to execute a
Master Service Agreement with N. Harris Computer Systems dba Northstar Utilities
Solutions to upgrade the utilities billing system and bill presentment software in an
amount not to exceed $683,384 for a four year period (Exhibit 1); and,
• That the City Council adopt a resolution authorizing the City Manager to execute a
Master Service Agreement with Invoice Cloud for bill payment services in an amount not
to exceed $400,000 for a four year period (Exhibit 2); and,
• That the Carlsbad Municipal Water District (CMWD) Board adopt a resolution
authorizing the Executive Manager to execute a Master Service Agreement with N.
Harris Computer Systems dba Northstar Utilities Solutions to upgrade the utilities billing
system and bill presentment software in an amount not to exceed $683,384 for a four
year period (Exhibit 3); and
• That the Carlsbad Municipal Water District (CMWD) Board adopt a resolution
authorizing the Executive Manager to execute a Master Service Agreement with Invoice
Cloud for bill payment services in an amount not to exceed $400,000 for a four year
period (Exhibit 4).
Executive Summary
Currently the City of Carlsbad (city) and the Carlsbad Municipal Water District (CMWD) use
N. Harris Computer Corporation's Public Utility Billing Software (PUBS), and eCARe bill
presentment software for the utilities billing process. Northstar Utilities Solutions (Northstar),
an unincorporated division of N. Harris Computer Corporation, now provides upgraded
software for PUBS and eCARe. The new software, Northstar 6.4 and Customer Connect 6
respectively, will upgrade the existing software to the current release levels of both new
software programs. The upgraded software offers increased functionality to utilities
customers. The agreement has a not to exceed amount of $683,384 for a four year period.
February 26, 2019 Item #2 Page 1 of 178
The city and CMWD currently do not have a payment service to efficiently process payments,
nor is the current process compliant with Payment Card Industry (PCI) standards. A new
payment service, provided by Invoice Cloud, will make the utilities payment process PCI
compliant. The agreement has a not to exceed amount of $400,000 for a four year period.
The combination of the utilities billing software upgrade from Northstar, and the new payment
service from Invoice Cloud, is a not to exceed amount of $1,083,384 for a four year period.
Pursuant to Section 3.28.060, Procurement of Professional Services and Services, of the
Carlsbad Municipal Code, the City Council and the CMWD Board of Directors shall be the
awarding authority for procurement of professional services and services for which the cost is
more than $100,000 per agreement year.
Discussion
The current billing system, PUBS, has been in place since 1999 and has been phased out by the
vendor. Vendor support is expensive as the city is the only agency remaining in the United
States that still uses the system. This software is utilized to bill over 75,000 customers monthly
for potable and recycled water, wastewater, and solid waste (trash) services. Northstar
provides the needed software upgrade for the existing PUBS software. The Northstar 6.4
software has an improved user interface that reduces processing procedures. Additionally, the
Northstar 6.4 software will interface with CMWD's existing Itron Advanced Meter
Infrastructure (AMI) water meter data management system, allowing for automatic data
transmission from the water meters to the upgraded utilities billing system.
PCI security standards are technical and operational requirements set by the PCI Security
Standards Council, a global security standards forum, to protect cardholder data. The PCI
standards apply to all entities that store, process or transmit cardholder data, with guidance for
software developers and manufacturers of applications and devices used in those transactions.
PCI compliance is mandatory since the city and CMWD accept credit card payments. In March
2007, the city and CMWD contracted with N. Harris for eCARe, the software that currently
manages customer payment information and is not PCI compliant. Northstar will replace the
eCARe software with its PCI compliant customer presentment solution, Customer Connect 6.
Customer Connect 6 allows customers to securely log in, view, monitor and manage their
account information.
The Northstar 6.4 utilities billing software and Customer Connect 6 will improve operations by
providing the following benefits:
• Increased security
• Matching industry standards
• Provide more efficient data storage
• Improved customer interface
The city and CMWD will implement a new bill payment service provided by Invoice Cloud, a
Northstar business partner. Currently, the city accepts credit cards and checks for payments,
February 26, 2019 Item #2 Page 2 of 178
using manual processes. Credit card information is provided by a resident or business over the
phone to a Customer Service Representative {CSR) city employee, which creates a risk to the
city, because it is in violation of PCI policy. Once Invoice Cloud is implemented CSR's will not
accept credit card information from residents or businesses. In addition, over 3,000 paper
checks are received monthly, and manually processed by Finance for deposit. Invoice Cloud will
eliminate the credit card risk cited, and the checks referred to Invoice Cloud will be
electronically processed by their service. Invoice Cloud provides the following benefits:
• Secure storage of resident account and/or credit card information for future payments.
• Security of all cardholder data.
• Saas Architecture: no investment in on-premise hardware is required, and there is no
software customization. The service integrates with Northstar Customer Connect 6
using a single-sign-on (SSO) process: residents can pay bills directly from Customer
eConnect 6 using Invoice Cloud without signing-in to a separate bill payment system .
• PCI compliance.
• Customer Portal to pay bills, reducing resident and business call volume.
• Single sign-on between Invoice Cloud and Northstar Customer Connect 6.
• Credit card expiration notification.
• View 24 months of billing and payment history, reducing demand on Finance
Department Customer Service Representatives.
February 26, 2019 Item #2 Page 3 of 178
Fiscal Analysis
The cost of the proposed upgrade and multi-year support fees is as follows:
Yearl Year2 Year3 Year4 Totals
Northstar
IT Annual Fees
PUBS/6.4 Server Support $ 51,179 $ 53,226 $ 55,355 $ 57,570 $ 217,330
GUI Maintenance 3,295 3,427 3,564 3,707 13,993
eCARE Support 9,947 10,345 10,759 11,189 42,240
mCARE Support 11,261 11,711 12,179 12,667 47,818
REST API Maintenance 5,000 5,200 5,408 5,624 21,232
Customer Connect Maintenance 3,750 3,750 3,750 3,750 15,000
Total IT Annual Fees 84,432 87,659 91,015 94,507 357,613
One Time Prof Svc Fees:
6.4 License & Prof Svc Fees & Admin 199,641 ---199,641
Northstar REST API 20,000 20,000
Travel & Living Estimate 23,400 ---23,400
CustermerConnect 6 Fees 32,730 32,730
One-Time Costs 275,771 ---275,771
NorthStar Contingency 50,000 ---50,000
Northstar Grand Total 410,203 87,659 91,015 94,507 683,384
lnvoiceCloud 85,000 95,000 105,000 115,000 400,000
Grand Total $ 495,203 $ 182,659 $ 196,015 $ 209,507 $ 1,083,384
Distribution of Costs:
City: IT Annual Fees 100% $ 84,432 $ 87,659 $ 91,015 $ 94,507 $ 357,613
Non-IT Cost Allocations:
City (PW): Solid Waste 28% 116,495 26,942 29,778 32,614 205,829
City (PW): Wastewater 32% 130,831 30,258 33,443 36,628 231,158
CMWD: Recycled Water 1% 4,847 1,121 1,239 1,357 8,564
CMWD: Water 39% 158,599 36,680 40,541 44,402 280,220
Total Non-IT Allocations 100% 410,771 95,000 105,000 115,000 725,771
Total Cost Distributions $ 495,203 $ 182,659 $ 196,015 $ 209,507 $ 1,083,384
Total City 73% $ 331,757 $ 144,859 $ 154,236 $ 163,749 $ 794,600
TotalCMWD 27% 163,446 37,801 41,780 45,759 288,784
Total City/CMWD Costs 100% $ 495,203 $ 182,659 $ 196,015 $ 209,507 $ 1,083,384
Sufficient funds have been appropriated in the various enterprise utilities and internal service
funds for Year 1 of the upgrade, implementation, and annual fees of $495,203. The following
three additional years of software support will be included in the annual budget processes for
the various funds.
February 26, 2019 Item #2 Page 4 of 178
Next Steps
Execute agreements with Northstar Utilities Solutions and Invoice Cloud.
Environmental Evaluation (CEQA)
Pursuant to Public Resources Code Section 21065, this action does not constitute a "project"
within the meaning of CEQA in that it has no potential to cause either a direct physical change
in the environment, or a reasonably foreseeable indirect physical change in the environment,
and therefore does not require environmental review.
Public Notification
This item was noticed in accordance with the Ralph M. Brown Act and was available for public
viewing and review at least 72 hours prior to scheduled meeting date.
Exhibits
1. City Council Resolution
2. City Council Resolution
3. CMWD Resolution
4. CMWD Resolution
February 26, 2019 Item #2 Page 5 of 178
RESOLUTION NO. 2019-022
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, APPROVING AN AGREEMENT TO PROVIDE SOFTWARE LICENSE
SERVICES AND UPGRADING FROM EXISTING N. HARRIS UTILITIES
SOLUTIONS PUBS APPLICATION WITH NORTHSTAR UTILITIES SOLUTIONS 6.4
APPLICATION IN AN AMOUNT NOTTO EXCEED $683,384.
Exhibit 1
WHEREAS, the City Council of the City of Carlsbad, California has determined that the current
versions of the Public Utility Billing Software (PUBS) and eCARe bill presentment software for Carlsbad
Municipal Water District's (CMWD) utilities billing process are in need of upgrades to the most current
versions; and
WHEREAS, Northstar Utilities Solutions, an indirect subsidiary of N. Harris Computer
Corporation, will provide the implementation technical services required and supply software licensing
for release of Northstar 6.4 utilities billing software and Customer Connect 6 bill presentment software;
and
WHEREAS, the budget to procure the implementation services, and the first year of licensing
for the utilities billing and bill presentment software is available; and
WHEREAS, the budget for the second through fourth year of licensing for the utilities billing and
bill presentment software will be included in the annual budget processes for the fiscal years 2019-
2020 through 2021-2022.
NOW, THEREFORE, BE IT RESOLVED by the City Council 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 software licensing for Northstar 6.4 and Customer Connect 6 from Northstar
Utilities Solutions in an amount not to exceed $683,384, is approved and the City
Manager or his designee is authorized to execute the agreement (attached hereto as
Attachment A) on behalf ofthe City of Carlsbad.
3. That funding for implementation services and the first year of licensing for the utilities
billing and bill presentment software is in the fiscal year 2018-2019 operating budget of
the various departments and the funding for succeeding years' licensing for the utilities
February 26, 2019 Item #2 Page 6 of 178
Exhibit 1
billing and bill presentment software will be brought forth with future budget submittals
for consideration and approval.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council 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 7 of 178
MASTER AGREEMENT FOR UTILITY BILLING SYSTEM AND BILL PRESENTMENT
SYSTEMS UPGRADES
N. HARRIS COMPUTER SYSTEMS DBA NORTHSTAR UTILITIES SOLUTIONS
THIS AGREEMENT is made and entered into as of the / I .J.L_ day of
'ir7(,(,M,t, , 20Jj_, by and between the CITY OF CARLSBAD, a municipal
corporation, ("CITY"), and N. HARRIS COMPUTER SYSTEMS dba NORTHSTAR UTILITIES
SOLUTIONS (Northstar), an Ontario, Canada corporation, hereinafter referred to as "Contractor."
RECITALS
A. CITY requires the professional services of a professional services vendor that is
experienced in upgrading the Harris PUBS 5.2.19 utility billing system.
B. The professional services are required on a non-exclusive, project-by-project
basis.
C. Contractor has the necessary experience in providing professional services and
advice related to upgrading the Harris PUBS 5.2.19 utility billing system to the Northstar 6.4 billing
system.
D. Contractor has submitted a proposal to CITY and has affirmed its willingness and
ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, CITY and Contractor agree as follows:
1. SCOPE OF WORK
CITY 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.
Contractor's obligations with respect to any project granted to Contractor under this Agreement
will be as specified in the Task Description for the project (see paragraph 5 below).
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. EXCEPT AS EXPRESSLY SET FORTH
ABOVE, THE SERVICES ARE PROVIDED "AS IS," AND PROVIDER MAKES NO (AND
HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS,
WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS
FOR A PARTICULAR PURPOSE. FURTHER, IN NO EVENT WILL ANY LIABILITY OF
CONTRACTOR TO CITY UNDER THIS AGREEMENT, WHETHER IN TORT OR CONTRACT,
EXCEED AMOUNTS PAID BY CITY TO CONTRACTOR HEREUNDER.
3. TERM
The term of this Agreement will be effective from the date first above written to September 30,
2022. The City Manager of CITY ("City Manager") may amend the Agreement to extend it for one
additional three-year periods or parts thereof. Extensions will be based upon a satisfactory review
February 26, 2019 Item #2 Page 8 of 178
of Contractor's performance, CITY needs, and appropriation of funds by the CITY Council. The
parties will prepare a written amendment indicating the effective date and length of the extended
Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten
(10) days after receipt of notification to proceed by CITY and be completed within the time
specified in the Task Description for the project (see paragraph 5 below). Extensions of time for
a specific Task Description may be granted if requested by Contractor and agreed to in writing
by the City Manager (or designee). The City Manager (or designee) will give allowance for
documented and substantiated unforeseeable and unavoidable delays not caused by a lack of
foresight on the part of Contractor, or delays caused by CITY inaction or other agencies' lack of
timely action. In no event shall a specific Task Description exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed six
hundred thirty-eight thousand three hundred eighty-four dollars ($638,384) per agreement year.
If the CITY elects to extend the Agreement, the amount for each annual extension shall not
exceed ninety-five thousand dollars ($95,000) per Agreement year. Fees will be paid on a project-
by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior
to initiation of any project work by Contractor, CITY shall prepare a Project Task Description and
Fee Allotment (the "Task Description") which, upon signature by both Contractor and CITY, via
the City Manager (or designee), will be considered a part of this Agreement. The Task Description
will include a detailed scope of services for the particular project being considered and a statement
of Contractor's fee to complete the project in accordance with the specified scope of services.
The Task Description will also include a description of the method of payment and will be based
upon an hourly rate, percentage of project complete, completion of specific project tasks or a
combination thereof.
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 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
Page 2 February 26, 2019 Item #2 Page 9 of 178
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.
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 attorneys
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.
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 maintain 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 projecUlocation or the general aggregate limit shall be twice the required
occurrence limit.
Page 3 February 26, 2019 Item #2 Page 10 of 178
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.
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.
Page 4 February 26, 2019 Item #2 Page 11 of 178
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant
to this Agreement is the property of CITY. In the event this Agreement is terminated, all work
product produced by Contractor or its agents, employees and subcontractors pursuant to this
Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy
of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in CITY and
Contractor relinquishes all claims to the copyrights in favor of CITY.
15. 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
Dept Information Technology
Address 1635 Faraday Ave
Carlsbad, CA 92008-7314
Phone 760-602-2498
For Contractor:
Name Steve Morris
Title VP of Sales & Marketing
Address 1 Antares Drive
Phone
Email
-------------Ne pea n, Ontario Canada K2E 8C4
613-882-0047
SMorris@harriscomputer.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.
16. 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 ■
17. 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.
Page 5 February 26, 2019 Item #2 Page 12 of 178
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
19. 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.
20. TERMINATION
CITY or Contractor may terminate this Agreement at any time after a discussion, and written
notice to the other party. CITY will pay Contractor's costs for services delivered up to the time of
termination, if the services have been delivered in accordance with the Agreement.
CITY's obligation includes the following:
1. Provide notice of 10 calendar days for termination without cause;
2. Return the software to Contractor and certify, under the hand of a duly authorized
officer of the organization, that all copies of the Software or any part thereof, in
any form, within the possession or control of the organization have been returned
to Contractor. (if applicable)
3. Complete payment for services performed and expenses incurred prior to
termination including:
a. Any amounts previously invoiced but unpaid;
b. Fees for services performed through the termination date which has
not been invoiced; and
c. Any approved travel and living costs.
Contractor's obligation includes the following:
1. Provide notice of 10 calendar days for termination without cause;
2. Refund to CITY any fees that have not been earned through the termination
date.
Page 6 February 26, 2019 Item #2 Page 13 of 178
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.
21. 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, CITY 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.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to CITY 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 CITY, 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 CITY 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 CITY to terminate this Agreement.
23. JURISDICTION AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of 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.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon CITY 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 CITY, which shall not be unreasonably withheld.
25. 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
Page 7 February 26, 2019 Item #2 Page 14 of 178
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.
26. 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:
~/ --2~---
(sign here)
1 oc!c( K, clvJso,, e\ c Fo
(print name/titl
By:
ARLSBAD, a municipal
of the State of California
[ T TITLE OF PERSON
AUTHORIZED TO SIGN (City Manager or
Mayor or Division Director as authorized
by the City Manager)]
ATTEST:
M~ -fr'city Clerk
If required by City, 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 B
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:
CELIA A. BREWER, City Attorney
Page 8 February 26, 2019 Item #2 Page 15 of 178
BY:_nw,-----------b_
Assistant City Attorney
Page 9 February 26, 2019 Item #2 Page 16 of 178
Statement of Work
City of Carlsbad
Northstar Version 6.4 Upgrade
NORTHISTAR,.
UTILITIIES SOLUTIONS
Prepared for:
City of Carlsbad
December 18, 2018
Version 1.15
SOW VALID UNTIL: March 31, 2019
February 26, 2019 Item #2 Page 17 of 178
Revision Control
Document Title: City of Carlsbad -Harris Northstar -Version 6.4 Upgrade SOW
Author: Northstar Professional Services
File Reference: Carlsbad -Harris Northstar -Version 6 Upgrade Incl MSSQL Migration -06022017 Redline
t~~.)_A~;---;~~:• ':-I -;:~~~ .... ...,,.., -~-·. ~~ :~~--~~ ·:~ ·~~:~:•:: ~~,._IJ-:/1l~.~· -1r-·
-< ·-, . . . :,,. . 01 I .. _.,i . "
Version 1.0 2016-03-11 ML Whitehead Initial version of the document.
Version 1.1 2016-05-04 ML Whitehead Removed Utilization Review
Version 1.2 2016-10-19 ML Whitehead Updated expired SOW & add GL & AP interfaces
Version 1.3 2017-01-16 M. Campbell Minor revisions, added archive and purge process.
Version 1.4 2017-01-26 M Campbell Included Maintenance Schedule
Version 1.5 2017-01-30 D Cathcart, Minor revisions
S Morris
Version 1.6 2017-02-06 S Morris Added 5 user licenses. Adjusted year 1 escalation. Removed
Customer Connect maintenance.
Version 1.7 2018-01-26 Pav Sekhon Removed 5 user licenses. Added optional 5 days of onsite
training
Version 1.8 2018-04-17 ML Whitehead Added SSRS Bill Print
Version 1.9 2018-05-29 ML Whitehead Added interface chart
Version 1.10 2018-05-29 ML Whitehead Updated CORE integration to reflect REST API
Version 1.11 2018-11-08 Pav Sekhon Updated maintenance table. Added travel estimate.
Expanded Pl language. Added 1 onsite. Removed LDAP.
Version 1.12 2018-11-16 Pav Sekhon Added authentication methods in 2.1.6
Version 1.13 2018-12-18 Pav Sekhon Minor explanations+ change to service payment schedule
Version 1.14 2018-12-27 Pav Sekhon Added Northstar 6.4 Installation & Data Transfer explanation
February 26, 2019 Item #2 Page 18 of 178
TABLE OF CONTENTS
Introduction .................................................................................................................................... 13
Objective ................................................................................................................................................. 13
Service Description .......................................................................................................................... 14
Areas within Scope .................................................................................................................................. 14
Areas Out of Scope .................................................................................................................................. 19
Estimated Timeline .......................................................................................................................... 21
Change Management Process ........................................................................................................... 23
Fees & Payment Schedule ................................................................................................................ 24
Fees .......................................................................................................................................................... 24
Payment Schedule ................................................................................................................................... 25
Travel and Living Expenses ...................................................................................................................... 26
Termination ..................................................................................................................................... 27
Project Assumptions ........................................................................................................................ 28
Document Acceptance and Signoff ................................................................................................... 31
1 Appendix A -Northstar 6.4 -Typical Hardware Recommendations ........................................... 32
EXHIBIT "B" ..................................................................................................................................... 33
NORTH[STAR" Page 12 February 26, 2019 Item #2 Page 19 of 178
INTRODUCTION
The City of Carlsbad, hereafter referred to as "Carlsbad", requires an upgrade of their billing system from
Northstar version 5.2.19 to Northstar version 6.4. Northstar 5.2.19 and Northstar 6.4 share the same
core business logic and leverage the years of investment both Carlsbad and Northstar have made in your
current CIS/billing system. The billing engine and many of the processes will not be affected by the
upgrade. However, significant improvements have been made to NorthStar's encryption model to bring
it up to date with current standards and addresses vulnerabilities in the old design such as where security
keys are stored and where the encryption/decryption logic resides. The introduction of the new
encryption will require a "conversion" of sensitive data into the encrypted format, the configuration of a
new bank file template and thorough testing.
The purpose of this document is to provide information on the features and value of Northstar 6.4, along
with the level of effort associated with the upgrade, for those customers upgrading from Northstar 5.2.19.
Objective
This Statement of Work (SOW} defines the work to be performed by Northstar, an unincorporated division
of N. Harris Computer Corporation, for Carlsbad CIS Northstar 5.2.19 to Northstar 6.4 upgrade. This SOW
includes a high level timeline, fees, and other terms and conditions specific to the services requested by
Carlsbad. Any additional requests for services that are not defined within this SOW will result in change
orders with applicable fees.
Changes to this document shall be made through a change management process as described later in this
sow.
NORTHISTAR" Page 13 February 26, 2019 Item #2 Page 20 of 178
SERVICE DESCRIPTION
Areas within Scope
Upgrade Scope
The scope of this statement of work is to upgrade Carlsbad's CIS Northstar 5.2.19 to Northstar 6.4.
Carlsbad will also change databases from lnformix to MS-SQL Server as part of the Carlsbad upgrade
project. No additional Northstar add-on applications will be implemented as part of the upgrade project.
The project will include an archive and purge phase once the upgrade to Northstar 6.4 SQL Server is
complete.
Current Carlsbad integration points that will be ported to the Northstar 6.4 environment are:
Interface Description
Checkfree A csv flat file imported to Northstar from Checkfree
Metavante A flat file imported to Northstar from Metavante via lockbox
Wells Fargo Bank PAP (ACH) flat file exported to bank
Lockbox Checkfree Payment Processor. Remittance Processor System (aka RPS
or lockbox) flat file import to Northstar. Flat file created by RPS contains
list of customer accounts and payment amount. The flat file is imported
into Northstar via the lockbox interface. Also, a Check21 file goes to
bank, but Check21 file is created by the RPS, not used by Northstar.
IFAS A flat file containing GL transactions exported from Northstar for import
into IFAS
Itron AMI interface file A csv flat file to export from Northstar to Itron AMI
Itron MVRS Meter Read Meter reading upload and download files to import and export from
Northstar CIS to MVRS
Itron drive-by interface "ELF" flat file export for the Itron drive-by meter reading application.
file
CORE iPayment Real-time integration to City of Carlsbad CORE iPayment system utilizing
the Northstar REST API
Notice Prints Carlsbad will utilize Northstar 6.4 Letter Maintenance functionality to
generate all notices; Level 1,2,3 & door hanger
mCARe Northstar mobile service order application
eCARe Northstar Customer web portal
Upgrade Notes:
• NorthStar's add-on applications {eCARe, mCARe, EIS, etc.) run on Microsoft server(s) and access
the billing system directly. The migration of the Northstar CIS will not have a direct impact on
these applications and they will not require an upgrade or change. Migration of the add-ons will
not be part of the upgrade project. Northstar will point the TEST add-ons system to the new
NORTH[STAR" Page 14 February 26, 2019 Item #2 Page 21 of 178
Northstar database to facilitate user acceptance testing during the upgrade project. Northstar
will revise any lnformix-specific or deprecated syntax in the add-on application that is not
compatible with the MS-SQL database.
Upgrade Approach
A Northstar Project Manager {PM) will be the primary point of contact for Carlsbad on the Northstar 6.4
upgrade. The PM has the overall accountability to successfully deliver the services required for a
successful upgrade within agreed upon timeframe and budget. The project team will directly report to the
PM and the PM will have the authority and support to manage the project team in the best interest of the
project. The PM is also accountable for the following high-level project activities:
• Interface with Carlsbad assigned PM .
• Conduct regular internal project meetings to ensure that all aspects of the project are understood
by the team and that progress and risks are properly reported.
• Conduct regular project meetings with Carlsbad.
• Review of project status, schedule, risks, resources as well as any other issues that may affect the
success the project.
Northstar 6.4 Training Provided
• Northstar Product Orientation Session:
The Product Orientation session is held with the Core User Group as the first stage of the setup
portion of the upgrade implementation project. The objective of the orientation session is to
introduce the users that have been working on the Northstar 5.2.19 software to the new version
of the product, Northstar 6.4. The Northstar 6.4 Java GUI (Graphical User Interface) is a significant
change from the version 5.2.19 GUI, and one of the primary goals of the orientation session is to
reassure the users that although the look and feel of the application may have changed, the core
functionality remains the same. Northstar will provide navigation training due to the new user
interface being different from PUBS 5.2, as well as reviewing the business processes specific to
each utility.
Core Team product orientation training will consist offive (5) days onsite.
• End User Training:
NORTHISTAR-
unur1E••o~urio~•
The End User Training is held with the group of end-users that will be working with the application
once it is live. As some of these users will not have taken part in the Product Orientation session,
this is the first area of focus for the training sessions. After the orientation is completed, training
is targeted to the areas that are specific to the day-to-day work of the end-users attending the
t raining session. Agendas for the training are created in collaboration with the client prior to the
training sessions, and may include some of the following topics: Standard Setups, Electric Setups,
Water/Sewer Setups, Meter Reading Setups, Cashiering Setups, GL Interface, CARE Setups,
Program Security Setups, Meter Reading, Journal Processing, Cashiering, CARE and Reporting.
Page 15 February 26, 2019 Item #2 Page 22 of 178
End User training will consist of five (5) days onsite. The option for an additional five (S) days of
onsite training could be provided. This training could be used to concentrate specifically on new
processes implemented as a result of the Utilization Review, or for any additional training as
required.
• Additional Training:
Carlsbad has requested an additional 5 days of onsite training. Carlsbad to determine what they
would like covered and when they would like to schedule the onsite.
Northstar 6.4 User Acceptance Testing (UA T)
• Northstar will work with Carlsbad to develop a site-specific upgrade test script for User
Acceptance testing. Upon completion of testing Carlsbad will submit a signed copy of the UAT
script confirming all areas of Northstar 6.4 have been successfully reviewed as a prerequisite for
Northstar to schedule the Go Live activities.
• Carlsbad resources will be available as required for User Acceptance testing. It is expected that
the individuals identified will have experience in the day-to-day operations and will work closely
with the NorthStar Consultant to resolve issues as required. The main purpose for this interaction
is to provide a quick and consistent response to procedural issues so that the Northstar Consultant
is not required to contact a large number of Users.
• Carlsbad will have four weeks to complete the initial round of User Acceptance Testing. Northstar
will have two weeks of remediation for all priority 1 issues. Carlsbad will then have two weeks of
remediation testing prior to scheduling End User Training and Go LIVE.
• In the event that Carlsbad needs to extend User Acceptance Testing beyond the initial four week
and subsequent two week windows for UAT remediation testing, Northstar will provide a change
order for the extended testing support.
• All priority 1 issues identified will be remediated by Northstar before Go Live. If Northstar needs
more than two weeks of time to re mediate priority 1 issues, the City and Northstar will meet to
discuss the impact on the project schedule, and any impact on software implementations related
to this agreement.
Northstar 6.4 Data Refreshes
• Northstar will perform 3 data refreshes throughout the 6.4 upgrade project. The initial data
refresh will be included with the installation of Northstar 6.4 for UAT. The second data refresh
will be performed upon completion of UAT, in preparation for End User training. The final data
refresh will be performed upon Go LIVE cutover. Any requests for additional data refreshes will
be considered at an additional cost/schedule impact to the project.
NORTHISTAR. Page 16 February 26, 2019 Item #2 Page 23 of 178
Northstar Integrations
• Carlsbad will include the interface testing in their 6.4 Upgrade User Acceptance testing script.
• Carlsbad will have four weeks to complete the initial round of User Acceptance Testing. Northstar
will have two weeks of remediation for all priority 1 issues. Carlsbad will then have two weeks of
remediation testing.
• The interfaces will be put into a production state with the Go LIVE cut over to Northstar 6.4.
• The Northstar/ Financials interface is not a real-time integration. A flat file will be created within
Northstar then transferred to the Financials server via FTP where it will be uploaded to the
General Ledger module.
• Northstar will communicate with the Carlsbad network through either of the following methods:
a. Password Authentication through Northstar database
b. Single sign on based on Windows User. Leveraging Windows authentication and
Northstar security.
NorthStar SSRS Bill Print
As part of the upgrade to version 6.4, Northstar will design a new SQL Server Reporting Services bill print
mirroring Carlsbad's existing bill layout for the purpose of web presentment in CUSTOMER CONNECT 6.
CORE iPayment Integration
As part of the upgrade to version 6.4, Northstar will enhance the current REST API to allow for the retrieval
of all data elements required by CORE iPayment. The purpose of the integration is for CORE to call the
REST API to retrieve account and balance information at the time of making payment. Northstar will also
need to develop a separate integration component to calculate data in accordance to Carlsbad's business
rules, once the requested data has been retrieved from the REST API.
Northstar 6.4 Go LIVE Cut Over
o Provide a full checklist of all cut over activities including timeline and responsibilities.
o Refresh Northstar 6.4 database from PUBS production database.
o Upgrade Northstar database from 5.2.19 to 6.4.
NORTHISTAR" Page 17 February 26, 2019 Item #2 Page 24 of 178
Northstar 6.4 Post LIVE
o Provide five (5) days of onsite assistance with Northstar Application Consultant for the first week
of LIVE on Northstar 6.4.
o Create Northstar TEST database.
o Provide dedicated post LIVE support for twenty business days prior to transition back to
Northstar Support Services.
Archive and Purge Scope
• Archive Process
o Install the standard archive and purge scripts Northstar has developed for SQL Server.
o Run the archive scripts against the Northstar TEST instance.
o Provide Carlsbad with pre and post archive reports for validation purposes.
o Provide testing support during Customer validation of data archive.
o Upon Customer approval run the archive script against Northstar production.
• Purge Process
o Once the archive process is complete run the purge scripts against Northstar TEST.
o Provide Carlsbad with pre and post purge reports for validation purposes.
o Provide testing support during Customer validation of data purge.
o Upon Customer approval run the pure scripts against Northstar production.
o Create User documentation to allow Carlsbad to execute the archive/purge process on an
as needed basis.
Carlsbad Responsibilities
Following are the key responsibilities of Carlsbad under this agreement:
• Purchasing MS-SQL license.
• Ensuring Northstar has direct, dedicated remote technical connection capabilities with administration
access to any server that the Northstar applications reside on for the duration of the upgrade project.
• Ensuring that underlying infrastructure for Northstar 6.4 is acquired and installed by the required time
per agreed upon project plan (Note: Minimum specifications for servers and workstations should be
discussed and agreed upon at commencement of project).
• Installing server(s) with appropriate network connectivity.
• Installing operating system and partitioning disk space.
• Installing database software.
NORTH!STAR" Page 18 February 26, 2019 Item #2 Page 25 of 178
• Providing a Windows based workstation (Windows 7 or higher). This system will be used for the
various data cuts during the data migration. Upon Go LIVE the machine can be decommissioned.
• Creating users at the operating system level.
• Configuring peripheral devices (printers, scanners, cash drawers, etc.).
• Installing VPN connection .
• Configuring back up and maintenance routines for new database.
• Performing a backup of Northstar 5.2.19 production and restoring it to Northstar 5.2.19 TEST for each
of the data refreshes; initial, secondary and Go LIVE.
• Testing hardware components and environment.
• Assisting with upgrade testing.
• Conducting User Acceptance testing.
• Assisting with End User Training which will be led by Northstar. Northstar will provide up to five days
of End User training onsite. If Carlsbad requires additional training sessions due to staff size a Change
Order will be issued for the effort.
• Leading Go LIVE activities
Engagement Completion Criteria
The Engagement is deemed completed once upgraded application has been deployed to the live
environment for twenty business days and that any Priority 1 items raised during that period have been
resolved. Northstar has the exclusive right to classify call types according the definitions below.
Call Type Definition
Priority 1-Urgent or High Priority • System Down (Software Application, Hardware, Operating System, Database)
• Impacts Critical Business Function without a workaround
• Performance issues of severe nature impacting critical processes.
Priority 2 -Medium Priority • System errors that have workarounds
• Impact to business function is not critical:
• Performance issues not impacting critical processes
• Usability issues
• Workstation connectivity issues (Workstation specific)
Priority 3 -Low Priority • Minimal or no impact to critical business function
• Report formatting issues
• Training questions, how to, or implementing new processes
• Aesthetic issues
• Issues with workarounds for large majority of accounts
• Recommendations for enhancements on system changes
• Questions on documentation
Areas Out of Scope
NORTHISTAR. Page 19 February 26, 2019 Item #2 Page 26 of 178
Anything in this section and not listed in the above "Areas within Scope" is considered out of scope for
this SOW . Specific items that are currently out of scope of this engagement include:
• Additional User training if deemed required above End User training.
• Post Live Refresher training if deemed required following Go LIVE.
• Migration of Northstar add ans; eCARe, mCARe, eDocs, to new server.
• Migrating cron jobs or automated scheduled tasks.
• Northstar Automation Platform
• NorthStar CUSTOMER CONNECT
NORTHISTAR-Page 20 February 26, 2019 Item #2 Page 27 of 178
ESTIMATED TIMELINE
The estimated duration of this engagement is approximately 9 months. The possibility and feasibility of a
reduced duration will be evaluated during the Customer Preparation phase as it will depend on what
needs to be ported to Northstar 6.4, availability of resources and involvement of Carlsbad. Adherence to
the project plan and timeline is critical. Northstar will prepare a formal project plan and timeline at the
start of the engagement. Carlsbad will review, provide comments on, and provide Northstar with
approval of the project plan and timeline.
Timeline
Month 1
Planning & Scoping
Month 2 & 3
Design & Development
Month 4
Testing
Month 5
Testing
Month 6
Deployment & Operate
Month 7
Operate & Data Archive
Month 8 & 9
Data Purge
Customer Preparation
Project Planning
Phase Activities
CORE iPayments Integration Functional Requirements Gathering
Northstar REST AP/ Enhancements
CORE iPayments Integration Development
SSRS Bill Print Development
Northstar 6.4 Installation & Data Transfer*
Install Sanity Testing & Data Validation (Remote)
Core Team Product Orientation (Onsite)
User Acceptance Testing (Remote) =====~-~--~~----=-=--=--..... User Acceptance Testing (Onsite)
User Acceptance Testing (Remote)
Acceptance Testing Sign Off !
• End User Training Data Refresh
• End User Training (Onsite)
• Go LIVE Cut Over
• Go LIVE Cut Over (Onsite) ~-~~-'='.""::--===----:---c=~---..,...,..--..,.,...-,--c--=-----=...,,....~
Post Go LIVE Support
Create Northstar 6.4 TEST Instance
Install & Execute Archive Scripts on TEST
Support Archive Validation Testing
Install & Execute Purge Scripts on TEST
Transition Northstar 6.4 Support to Support Services
Support Purge Validation Testing
Install & Execute Archive & Purge Scripts on production
* NS 6.4 instance is set up at this stage and will be used for all acceptance testing to ensure all
configuration changes, data fixes, etc. are validated within the "to be live" environment. Test will be
created from a copy of the 6.4 instance upon Go Live, to ensure all fixes and changes are carried over into
the test instance.
NORTHjSTAR. Page 21 February 26, 2019 Item #2 Page 28 of 178
There are a number of factors to be considered that will have an associated unplanned increase in effort
and will therefore impact the project schedule. These factors are typically not determined until project
kick-off and will be a key input into the final Go LIVE date and may result in additional cost. Northstar will
notify Carlsbad of any increase in effort and will provide Carlsbad with a Change Order according to section
4 Change Management Process. These factors include:
■ Custom Modifications:
• All custom modifications with user-interface elements need time allocated for coding.
• Some Northstar programs will require modification if the database is changing as part of the
scope of the upgrade.
• The number of custom modifications that need to be ported to the new environment will have
an impact on the time associated with coding and testing.
■ Data:
• Data clean-up (if required) by Carlsbad.
• Amount of data -consideration needs to be given to the amount of historical data required
and how long it will take to obtain the data.
■ Peripherals:
• If Carlsbad has special print handling -paper source, special commands, this will create
additional effort.
• An increase or replacement of equipment with the upgrade (i.e. cash drawer).
■ Project Resourcing:
NORTHISTAR·
• In the event that Carlsbad or Northstar staff are unable to be dedicated to the agreed upon
project plan, resulting in an extension of the timeline, Northstar will evaluate the need for
a Change Order for additional Project Management and dedicated support services to
extend the project timeframe. In the event that the delay is caused solely by Northstar a
"No Charge" Change Order would be issued. Parties agree that project delays caused by
either party shall not exceed six-months.
Page 22 February 26, 2019 Item #2 Page 29 of 178
CHANGE MANAGEMENT PROCESS
Northstar will maintain the SOW with formal documentation denoting agreed upon changes. Carlsbad
and Northstar may propose changes to this SOW addressing services falling outside the scope of services
described in this SOW ("Change"). The Change Order form must be used for all change requests.
Northstar shall have no obligation to commence work in connection with any change until the fee and
schedule impact of the change is agreed upon in a written Change Order form signed by the designated
representatives from both parties.
Upon identifying the need for a change, Northstar shall submit the change on our standard Change Order
form describing the change, including the impact of the change on the schedule, fees and expenses.
Within 5 consecutive business days of receipt of the change order form, Customer shall either indicate
acceptance or rejection of the proposed change by signing the Change Order form or any other period of
time mutually agreed to by the parties. If Northstar is advised not to perform the change, then Northstar
shall proceed only with the original services. In the absence of Customer acceptance or rejection of the
Change Order, Northstar will not perform the proposed change.
NORTHISTAR" Page 23 February 26, 2019 Item #2 Page 30 of 178
FEES & PAYMENT SCHEDULE
Fees
6.4 Upgrade Implementation
License
Unit Cost Quantity Total Maintenance
NorthStar REST API $20,000 1 $20,000 $5,000
License Total $20,000
Professional Services Fee
-Project Management
-Northstar 6.4 Installation $190,134
-Migration to MSSQL Server
-Archive & Purge
-General Ledger & Account
Payable Interfaces
-SSRS Bill Print
-Central Cashiering Integration
-Northstar 6.4 Training
-Implementation Support
Technology, Communication, $9,507
Administration
Services Total $199,641
Travel & living Estimate (billed as $23,400
incurred)
Project Total $243,041 $5,000
NORTHISTAR" Page 24 February 26, 2019 Item #2 Page 31 of 178
REST API Maintenance:
1. In reference to the maintenance fees outlined in section 5.1 "6.4 Upgrade Implementation",
incremental maintenance fees are initially payable on installation to a non-production
environment and annually thereafter.
Invoices are payable upon receipt.
Quote is valid for 60 days from date of delivery. After 60 days the quote will be considered expired and
would need to be reassessed and re-quoted if still required.
Travel and Living Expenses
The above mentioned fees include an estimate on travel and per diem expenses projected to incur during
on-site visits required for this engagement. For the Northstar 6.4 Upgrade it is estimated that there will
be five (5) site visits throughout the project.
• Northstar 6.4 Product Orientation Training
• Northstar 6.4 User Acceptance Testing Support
• Northstar 6.4 End User Training
• Northstar 6.4 Go LIVE Support
Additional Training. Carlsbad to determine what they would like covered and when they would like to
schedule the onsite.
Travel and living expenses related to the five (5) site visits outlined above can be estimated at $4,700 per
trip. Note that this is an estimate for budgetary purposes only. Travel and living expenses will be expensed
to Carlsbad as incurred.
~ -----
-~ ~ _-.
--------
Number of Trips 5
Airfare $ 750 $ 3,750
Lodging $ 1,000 $ 5,000
Transportation $ 300 $ 1,500
Meals Per diem 5 days * $55/day / Weekend $110/day $ 450 $ 2,250
Travel $ 100 $ 500 Miscellaneous
Parking/Taxi $ 100 $ 500
Travel Hours Assumes 8 hrs one way @$75/hr $ 1,200 $ 6,000
Other $ -$ -
TOTAL $ 19,500
20% Contingency $ 3,900
TOTAL ESTIMATE $ 23,400
NORTH!STAR" Page 26 February 26, 2019 Item #2 Page 33 of 178
TERMINATION
Unless Northstar and/or the City of Carlsbad exercises its right to terminate this SOW due to material
breach or default, Northstar must provide, and Carlsbad must purchase, services from Northstar for the
items defined within this SOW.
If Carlsbad and/or Northstar exercises its right to terminate this SOW due to material breach or default,
or Customer and/or Northstar terminates this SOW without cause,
Customer's obligation includes the following:
1. Provide notice of 10 calendar days for termination without cause;
2. Return the software to Northstar and certify, under the hand of a duly authorized officer of
the Organization, that all copies of the software or any part thereof, in any form, within the
possession or control of the Organization have been returned to Northstar. (if applicable)
3. Complete payment for services performed and expenses incurred prior to termination
including:
a. Any amounts previously invoiced but unpaid;
b. Fees for services performed through the termination date which has not been
invoiced; and
c. Any approved travel and living costs.
NorthStar's obligation includes the following:
1. Provide notice of 10 calendar days for termination without cause;
Under no circumstances shall Northstar be liable for any special, indirect, consequential, punitive or
incidental damages of any kind and shall not be liable for loss of profits, works stoppage, system failure
or malfunction, loss of data or any other damages or losses in connection with this statement of work,
even if Northstar has been advised of the possibility of such damages. In any event, Northstar shall not
be liable to pay any amount, in the aggregate, that is greater than the fees received by Northstar under
this statement of work.
NORTHISTAR-Page 27 February 26, 2019 Item #2 Page 34 of 178
PROJECT ASSUMPTIONS
The services, fees and delivery schedule for this engagement are based upon the following assumptions:
• Any items not explicitly identified within this document are considered out of scope. Any changes
to those responsibilities and/or deliverables will be considered a change in scope for the
engagement. Any proposed change to the engagement scope must be put into written format
and be submitted to Northstar during this engagement for review and consideration.
• This engagement currently has, and will continue to have, the support of senior Carlsbad
management and will be assigned sufficient priority with respect to other projects to ensure its
success.
• Carlsbad will assign a Lead to act as an internal resource and guide throughout this engagement.
• Carlsbad will secure the appropriate staff in a timely fashion in order to discuss or review the
various materials produced when required. It is expected that the individuals involved will have
experience in Carlsbad's day-to-day operations and will work closely with the Northstar
Consultants to resolve issues as required. The main purpose of this interaction is to provide a
quick and consistent response to procedural issues.
• Carlsbad will provide access and support from the IT group and any other stakeholder, as deemed
necessary by Northstar throughout this engagement.
• Carlsbad agrees to facilitate any required corporate logistics (i.e. providing dedicated training
rooms, ensuring staff availability at required times, paying staff over-time if required, etc.) for the
fulfillment of this agreement.
• Carlsbad will provide the appropriate remote access to its network, facilities, and systems as may
be required to perform activities from one of NorthStar's locations. Northstar shall abide by all
rules and directions of Carlsbad when accessing the Carlsbad's network, facilities or systems.
• NorthStar will require local administrator rights or root access to the Northstar servers; 5.2.19
and 6.4 throughout the upgrade project.
• Carlsbad will provide a training room complete with workstations for their staff for the Northstar
onsite activity. This is to allow the Northstar Consultant and Carlsbad team members to focus on
the upgrade activity without any external interruptions.
• All documentation provided by Carlsbad shall be up-to-date and accurate or if that is not the case,
advise Northstar as such.
• All hardware, software, and network components supplied by Carlsbad are working properly and
are free of defects and will meet minimum hardware standards provided during the engagement.
• The environment that has been installed, configured, and validated during the upgrade
implementation will become the production environment at Go LIVE. In the event this production
environment is required to be migrated to another server after the initial installation a Change
Order may be applicable.
• Northstar will work with Carlsbad and CORE to ensure a successful CIS/Central Cashiering
integration. However, Carlsbad will secure, as required and in a timely fashion, the assistance and
NORTHJSTAR-Page 28 February 26, 2019 Item #2 Page 35 of 178
cooperation of CORE to ensure a successful implementation. A change order may be created if
CORE is unavailable or non-cooperative and as such results in an impact to the schedule or effort.
• CORE is able to provide information required by Northstar as well as accept information provided
by Northstar.
• All third-party software and hardware products are assumed to perform correctly in Carlsbad's
environment, in accordance with the appropriate third-party vendor's specifications.
• To minimize project costs, majority of project work will be performed at one of the NorthStar's
locations except for project activities where face-to-face is deemed more effective.
• Price includes Carlsbad approved travel and living expenses that may be required as part of the
delivery of the engagement. (i.e. air fare, car rental, gas, per diem, hotel, etc.) Northstar will work
with Carlsbad to identify most cost-effective accommodations for Carlsbad's onsite activities that
are mutually agreed upon. Travel will be in accordance with the Carlsbad travel policy, Exhibit B.
Travel costs will be reimbursed as incurred, which must be supported with receipts.
• Price for this proposal is based upon Carlsbad obtaining all hardware and associated
operating/database systems.
• The number and complexity of the custom modifications included in Carlsbad's current system
must be fully assessed before the project schedule can be finalized as this will affect the effort in
the User Acceptance Testing phase. This assessment will take place during the Upgrade
Preparation phase of the engagement.
• Carlsbad data provided will be complete and clean. It is the responsibility of Carlsbad to clean data
if deemed required due to the identification of inaccurate entries.
• There are 3 data refreshes included (initial, user acceptance testing, final). Any requests for
additional data refreshes will be considered at an additional cost/schedule impact to the
project.
• All data refreshes will be performed during regular business hours, 8:00 a.m.-5:00 p.m. EST, with
the exception of Live cut-over which will be performed over a weekend.
• Transition Readiness Phase is one week (i.e. all acceptance signoff received, confirmed end users
readiness, Go Live cutover plan confirmed).
• Carlsbad is responsible for preparing the underlining IT infrastructure (hardware installation,
operating system, and network connectivity) and supply the required servers based on the
minimum server specifications. This must be in-place per agreed upon project plan.
• Carlsbad is responsible to provide the Testing and Production environment.
• Any new add-ons (mCARe, eCARe, etc.) currently not within the North Star 5.2.19 environment
will be considered at an additional cost and effort.
• The current bill print and letter print functionality is included in the upgrade and migration.
• The most current GL/ AP interface module will continue to utilize the existing file formats.
• Cost of delays to the agreed project schedule will be addressed through the Change Management
Process.
NORTHISTAR-
a. In the event of a substantial unforeseen delay, Northstar shall utilize commercially
reasonable efforts to retain the same project resources (i.e. Project Manager and/or
Application Specialist) on the project.
Page 29 February 26, 2019 Item #2 Page 36 of 178
NORTHISTAR"
UIIU!l~S~OI.Ullo•s Page 30 February 26, 2019 Item #2 Page 37 of 178
DOCUMENT ACCEPTANCE AND SIGNOFF
Name: Scott Chadwick ----------
Title: City Manager
Date: \lt:1A2 (q
APPROVED AS TO FORM
Celia A B,rr:ity Allomey
Br. /Ilk ~
NORTHISTAR-
Asst/Deputy City Attorney
City of Carlsbad, CA
Northstar Utilities Solutions
Name: _:s_+_e_v_..e_____._M_o _r_r_\ _s __
Title: i7 S0-c I<> :\ \1 vr ~A:i
Date: f1wcfi t, ?011 ' 7
Page 31 February 26, 2019 Item #2 Page 38 of 178
1 APPENDIX A -NORTHSTAR 6.4-TYPICAL HARDWARE RECOMMENDATIONS
I Optimal Hardware I Optimal Software
Northstar CIS 6.4 Application & Database Server Northstar CIS 6.4 Application & Database Server
• Quad Xeon Processor (required) • Windows 2016
• 2 x Quad Xeon Processor (recommended) • Wildfly
• 64GB Memory • Java 8.X
• 1000GB 15K (minimum) • SQL Server 2017
• 1000GB 15K SSD or SSHD (recommended)
Northstar CIS Production Extension Server Northstar CIS Production Extension Server
(Reports Anywhere, eDocs) • Windows 2016
• Dual Xeon Processor
• 16GB Memory
• 2 X 72GB 15K SAS Drives
Northstar CIS Production Extension Server Northstar CIS Production Extension Server
(CUSTOMER CONNECT) {CUSTOMER CONNECT)
• Dual Xeon Processor • Windows 2016
• 32GB Memory
• 500GB 15K SAS Drives
Northstar CIS 6.4 Client Computer Northstar CIS 6.4 Client Computer
• Quad Core CPU {Intel Core2, AMD Phenom ... ) • Windows 10
• 40GB hard drive (or higher) • JRE 8.X
• 6GB Memory (minimum) • Microsoft Office 2010
• 8GB Memory (recommended)
• Minimal resolution: 1360 x 768
NDRTHjSTAR~ Page 32 February 26, 2019 Item #2 Page 39 of 178
NORTHISTARTM
UTILITIES SOLUTIONS
City of Carlsbad
Implementation
Statement of Work
C ''·
'·. \ '
.j (/
customer,j
, ; , . ;)/ f f \ )' ( _'}l i
Prepared for:
City of Carlsbad
November 8, 2018
Version 1.4
SOW VALID UNTIL: March 31, 2019
February 26, 2019 Item #2 Page 40 of 178
Revision Control
Document Title: Carlsbad -NorthStar CUSTOMER CONNECT Implementation SOW
Author: Pav Sekhon, Account Executive
Version Date Author Details / Comments
Version 1.0 2018-01-26 P Sekhon Initial version of the document.
Version 1.1 2018-04-13 ML Whitehead Updated bill presentment to reference PDF and
First Data payment processor.
Version 1.2 2018-08-08 P Sekhon Minor changes to various sections of language.
Added flexibility with Payment Processor. Added
SSRS to bill presentment.
Version 1.3 2018-11-07 P Sekhon Updated Travel and Living Expense language.
NORTHISTAR"
UllUIIEIIOl,UTIONS Page 34 February 26, 2019 Item #2 Page 41 of 178
TABLE OF CONTENTS
1 Introduction .................................................................................................................... 3~
1.1 Objective ............................................................................................................................. 36~
i Service Description .......................................................................................................... 37~
2.1 Areas within Scope .............................................................................................................. 37~
2.2 Areas Out of Scope .............................................................................................................. 444444
~ Estimated Timeline .......................................................................................................... 45454S
~ Change Management Process ........................................................................................... 464e4e
~ Fees & Payment Schedule ................................................................................................ 474+4+
5.1 Fees ..................................................................................................................................... 474+4+
5.2 Payment Schedule ............................................................................................................... 474747
5.3 Travel and Living Expenses .................................................................................................. 484848
~ Termination ..................................................................................................................... 484S48
7 Project Assumptions ........................................................................................................ 5~
~ Document Acceptance and Signoff ................................................................................... s2nn
~ Appendix A -Northstar CUSTOMER CONNECT -Typical Hardware Recommendations ...... S3nn
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1 INTRODUCTION
This Statement of Work (SOW) defines the work to be performed by Northstar Utilities
Solutions, hereafter referred to as "Northstar", an unincorporated division of N. Harris
Computer Corporation, for the City of Carlsbad, hereafter referred to as "Carlsbad", to
migrate from the Northstar eCARe web portal to NorthStar's CUSTOMER CONNECT 6
platform. This SOW includes a high-level timeline, fees, and other terms and conditions
specific to the services requested by Carlsbad.
The purpose of this document is to provide information on the features and value of
CUSTOMER CONNECT 6, along with the level of effort associated with the
implementation, for those customers upgrading from the eCARe web portal.
1.1 Objective
The overall project objective is to provide Carlsbad with a 'customer presentment'
solution that will allow their customers to securely log in and view, monitor and manage
their account information and historical billing and payments.
The high level objectives of this project are to:
• Install, configure and implement core CUSTOMER CONNECT solution defined in
section 2. This solution will be installed on a Carlsbad premise based server.
• Deliver system training designed to develop user competency with the use and
configuration of the CUSTOMER CONNECT solution.
Changes to this document shall be made through a change management process as
described later in this SOW.
NORTHISTAR~ Page 36 February 26, 2019 Item #2 Page 43 of 178
SERVICE DESCRIPTION
Areas within Scope
Implementation Scope
All activities to be performed remotely, unless otherwise requested.
Northstar will deploy two instances of the CUSTOMER CONNECT platform and
applications in the Carlsbad environment: one Test instance and one Production
instance.
CUSTOMER CONNECT Core Functionality
Administrative Functionality
• Administration of users
• Configure customizable text (i.e. disclaimers, welcome messages) presented to
users
• Integration and administration of Google Analytics
• Manage appearance of CUSTOMER CONNECT pages
o Add logo to appear in the header of the page
o Hide menu items that are not required by your organization
o Add and edit content in pre-defined sections of the CUSTOMER
CONNECT portal, ie-:-i.e. "Other News" located on the main page, About
Us page and Contact Us page.
o Customize the marketing footer including addition of pre-defined social
media links
'My Account' Functionality
• View and manage account information
o Registration of new residential accounts (per validation method setup in
the administration portal)
• Account/Occupant + Customer Number
• Account/Occupant + Meter Number
• Account/Occupant + Either of last 2 bill amounts
o Update password
o Update email address
o View account summary information
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Pay & View Bills Functionality
A continuation of NorthStar's customer portal this application level module builds upon
the relationship between the utility and its customer. Includes functionality related to
billing.
List of features
• View billing information
o View billing summary
o Bill presentment options:
• View PDF bill through the NorthStar SSRS bill print.
• View payment arrangements -Customers can view their payment
arrangement due dates within a given time range, reducing effort
required from collections and customer service staff.
o Manage payment related information
• Make payment from CUSTOMER CONNECT provided the payment
processor is Invoice Cloud
• Make payment from CUSTOMER CONNECT home page without
logging in
o Pre-Authorized Payment
• Subscribe to PAP
o eBilling
• Subscribe to eBilling
Service Orders
List of Features
• Moving In? Register Your New Service
o New customer of the utility can submit a move-in service request.
• Move-in validations -Customer's social security numbers and dates of birth are
configurable by user and can be required for any new customer move-in
requests.
• Request your service start, stop, or transfer on line
o Request to Move-in : request to activate new account and services.
o Request to Move-out: request to finalize my account and services.
o Request to Transfer: request to move me and my services from one
account to another.
• Admin will maintain access and control to manage verbiage
o Title of Manage Services page
o Ability to add content in text form
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• Service order schedule date validation -Leveraging established service order
scheduling date restrictions within Northstar CIS allows users the ability to
schedule services on valid dates.
Supported Integrations
Integration to the Billing Data
To ensure that the customer is presented with their most up to date and historical billing
information, CUSTOMER CONNECT integrates directly to the NorthStar CIS for billing
data. This integration is also completed through the use of web services and creates a
logical separation from CUSTOMER CONNECT and the Northstar CIS to ensure that
security concerns are considered and respected.
Integration with Bill Print Viewer
For this implementation Carlsbad will implement NorthStar's new SSRS bill print for online presentment
through CUSTOM ER CONNECT 6.
Integration with Online Payment Provider Partner
Carlsbad's payment processor is First Data. As such, CUSTOMER CONNECT will
interface with First Data to offer online payment transactions via a flat file integration.
As First Data is not a Northstar preferred partner single sign on and near real time
integration are not available with CUSTOMER CONNECT 6.
Customer Authentication
As part of the transition from the eCARe solution to CUSTOMER CONNECT 6 solution,
end consumer users who are already registered in eCARe will have their reg istration
information migrated to the new CUSTOMER CONNECT 6 solution. They will be
notified by email at the time of transition to reset or their password or the first time they
log in to CUSTOMER CONNECT 6 they will be promoted to reset their password and
will receive an email notification as part of the process.
Migration Process:
• Script is run to migrate accounts from eCARe to Version 6
• Only the most recent user account is migrated to CUSTOMER CONNECT 6
• A report is generated of all the accounts that could not be created for review and
remediation
• Ability to hold off sending email notification until User Account list has been
reviewed and any issues have been resolved
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Future Roadmap Features & Functionality
Northstar is committed to significant ongoing investments in research and
development. Based on feedback from our valued customers, and the utility industry as
a whole, new features, functionality, product and service offering concepts emerge for
consideration. In collaboration with our customers, Northstar evaluates and prioritizes
these items along with other product development roadmap commitments. Some
elements of our roadmap are dynamic to allow for agile development and we also
commit portions of resources to supporting large initiatives that require long-term
dedications. We are excited to share some of these relevant updates with you.
NorthStar's new CUSTOMER CONNECT version 6 demonstrates our latest innovations
in user interface and experience redesign intended to maximize enrollment and ease of
use. Designed specifically for mobility over any device or browser, NorthStar
CUSTOMER CONNECT has an ambitious roadmap ahead.
Highlights include, but are not limited to;
• Deposits on move-ins -During the new customer move-in process, deposits are
enforced to reduce the risks associated with lack of customer account history.
• Interval usage -Interval, time-of-use and net-metering information are displayed,
by account, to provide customers with deeper insights into their usage and
contributions over time.
• Generic service order requests -Customers are provided the option to request
various services, reducing the call volume for customer service representatives.
• Seamless integration with Northstar CIS -To empower CSRS with timely and
relevant information, and enable better customer service, CSRs are provided the
ability to view CUSTOMER CONNECT as if they were the customers logged into
their account.
• Usage consumption notifications -Customer can be notified of their usage
patterns, even in various weather conditions, and anomalies may be addressed
before they turn into issues.
• Transfer Service -Customer are provided the ability to easily transfer their
services to another premise without having to engage utility staff.
• Single-sign-on with 3rd party authentication -Streamlining the log-in process for
users through secure validation using 3rd party payment processors protects
customers and the utility from security threats and the risk exposure associated
with it.
Project Management
A Northstar Project Manager (PM) will be the primary point of contact for Carlsbad on
the CUSTOMER CONNECT 6 upgrade. The PM has the overall accountability to
successfully deliver the services required for a successful CUSTOMER CONNECT 6
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upgrade within agreed upon timeframe and budget. The project team will directly report
to the PM and the PM will have the authority and support to manage the project team in
the best interest of the project. The PM is also accountable for the following high-level
project activities:
• Interface with Carlsbad assigned PM.
• Conduct regular internal project meetings to ensure that all aspects of the project
are understood by the team and that progress and risks are properly reported.
• Conduct regular project meetings with Carlsbad.
• Review of project status, schedule, risks, resources as well as any other issues
that may affect the success the project.
CUSTOMER CONNECT Installation & Configuration
• Carlsbad will be provided with a CUSTOMER CONNECT Deployment and Configuration checklist
as part of the project kick off which is required to be completed by Carlsbad in full prior to the
installation of CUSTOMER CONNECT 6.
• Carlsbad will need to have the latest release of Northstar 6.4 deployed as part of the CUSTOMER
CONNECT installation.
• Carlsbad will have 5 business days to complete and return the Deployment and Configuration
checklist. In the event that Carlsbad needs to extend completion of the Deployment and
Configuration checklist beyond the 5-business day window Northstar will provide a change order
for the extended period.
CUSTOMER CONNECT Implementation and Training
CUSTOMER CONNECT Overview Session:
• The CUSTOMER CONNECT Overview session is held with the core project team
at the beginning of the project kick-off phase. As part of the session North Star
will provide a walk-through of the basic functionality to assist with understanding
the CUSTOMER CONNECT solution and to guide the completion of the
Deployment and Configuration checklist.
CUSTOMER CONNECT UA T Training Session:
• The CUSTOMER CONNECT UAT training Session will be held after NorthStar
has completed the configuration and testing of the CUSTOMER CONNECT 6
application. The objective of the overview session is to introduce the users who
will be conducting the acceptance testing to the CUSTOMER CONNECT 6
application.
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CUSTOMER CONNECT Administrator Training Session:
• CUSTOMER CONNECT Administrator training is held with those users who will
be responsible for maintaining the portal post Go LIVE. This session will show
administrators how to manage user accounts and will familiarize them with those
elements of the CUSTOMER CONNECT portal that they have the ability to
update and/or add content to.
CUSTOMER CONNECT CSR Training Session
• The CUSTOMER CONNECT CSR training session will introduce those CSRs to
the CUSTOMER CONNECT application who may not participated in the
Overview session or User Acceptance Testing. As part of the session we provide
a walk-through of the basic functionality to assist with understanding the
CUSTOMER CONNECT solution and some guidance to managing customer
requests
CUSTOMER CONNECT User Acceptance Testing (VAT)
• Northstar will provide Carlsbad site-specific test scripts for User Acceptance
testing. Upon completion of testing Carlsbad will submit a signed copy of the
UAT script confirming all areas of CUSTOMER CONNECT 6 have been
successfully reviewed as a prerequisite for Northstar to schedule the Go LIVE
activities.
• Carlsbad will have two weeks to complete the initial round of User Acceptance
Testing. During that two-week period Northstar will work with Carlsbad to
remediate all priority 1 issues. Carlsbad will then have one week of final
Acceptance testing prior to scheduling Go LIVE.
• In the event that Carlsbad needs to extend User Acceptance Testing beyond the
initial two week and subsequent two weektwo-week windows for UA T
remediation testing, Northstar will provide a change order for the extended
testing support.
Carlsbad Responsibilities
Following are the key responsibilities of Carlsbad under this agreement:
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• Purchasing MS-SQL license -if required.
• Ensuring Northstar has direct, dedicated remote technical connection capabilities
with administration access to any server that the Northstar applications reside on for
the duration of the upgrade project
• Ensuring that underlying infrastructure for CUSTOMER CONNECT is acquired and
installed by the required time per agreed upon project plan (Note: minimum
specifications for servers and workstations should be discussed and agreed upon at
commencement of project)
• Installing server with appropriate network connectivity
• Installing operating system and partitioning disk space
• Installing database software
• Creating users at the operating system level
• Installing VPN connection
• Configuring back up and maintenance routines for new database
• Testing hardware components and environment
• Conducting CUSTOMER CONNECT Acceptance testing
• Leading Go LIVE activities
• Timely completion of the Customer Connect Configuration and Customization
checklist
Engagement Completion Criteria
The Engagement is deemed completed once upgraded application has been deployed
to the live environment for twenty business days and that any Priority 1 items raised
during that period have been resolved. Northstar has the exclusive right to classify call
types according the definitions below.
Call Type Definition
Priority 1 -Urgent or High Priority • System Down (Software Application, Hardware, Operating System,
Database)
• Impacts Critical Business Function without a workaround
• Performance issues of severe nature impacting critical processes.
Priority 2 -Medium Priority • System errors that have workarounds
• Impact to business function is not critical:
• Performance issues not impacting critical processes
• Usability issues
• Workstation connectivity issues (Workstation specific)
Priority 3 -Low Priority • Minimal or no impact to critical business function
• Report formatting issues
• Training questions, how to, or implementing new processes
• Aesthetic issues
• Issues with workarounds for large majority of accounts
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• Recommendations for enhancements on system changes
• Questions on documentation
Areas Out of Scope
Anything in this section and not listed in the above "Areas within Scope" is considered
out of scope for this SOW. Specific items that are currently out of scope of this
engagement include:
• Single Sign-on Authentication with another web portal
• Supporting third party integration of the CUSTOMER CONNECT login screen
• Any customizations made to legacy web portals; i.e. eCARe, CUSTOMER
CONNECT 1 that is not part of current functionality within CUSTOMER
CONNECT 6.
• Any standard eCARe functionality that is not part of current functionality within
CUSTOMER CONNECT 6.
• Database maintenance and backups (As part of the CUSTOMER CONNECT
implementation , the CUSTOMER CONNECT team will work with the customer to
ensure that they understand what the requirements are for backup and frequency
of backups)
• Go LIVE cutover taking place on weekends. (If the customer requires a Go LIVE
on a weekend or weekday evening outside of business hours, a change order for
the overtime work may be
• Training of Carlsbad's customers
• Upgrading to the latest Northstar CIS MR.
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ESTIMATED TIMELINE
The estimated duration of this engagement is approximately 6 weeks. The possibility and
feasibility of a reduced duration will be evaluated during the Customer Preparation phase as it
will depend on availability of resources and involvement of Carlsbad Team members.
Adherence to the project plan and timeline is critical. Northstar will prepare a formal project
plan and timeline. Carlsbad will review, provide comments on, and provide Northstar with
approval of the project plan and timeline.
Timeline
Week 1
Phase Activities
Project Kick Off
Week2
Week3
Week4
Week5
Week6
Customer Preparation
Completion of the Deployment and Configuration checklist by Carlsbad
CUSTOMER CONNECT Installation & Configuration
CUSTOMER CONNECT Product Review with Core Team
Core Team Configuration
User Acceptance Testing & Issues Remediation
User Acceptance Testing & Issues Remediation
CUSTOMER CONNECT Administrator Training
User Acceptance Testing & Issues Remediation
CUSTOMER CONNECT Product Review with CSRs
Go LIVE
Post Go LIVE Support
Transition to Support Services
There are a number of factors to be considered that will have an associated un-planned
increase in effort and will therefore impact the project schedule. These factors are typically not
determined until project kick-off and will be a key input into the final Go LIVE date and may
result in additional cost. Northstar will notify Carlsbad of any increase in effort and will provide
Carl sbad with a Chan ge Order according to section 4 Change Management Process. These
factors include:
• Project Resourcing:
• In the event that Carl sbad staff is unable to be dedicated to the agreed upon project
plan, resulting in an extension of the timeline, North Star will evaluate the need for
a Change Order for additional Project Management and dedicated support services
to extend the project timeframe.
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CHANGE MANAGEMENT PROCESS
Northstar will maintain the SOW with formal documentation denoting agreed upon
changes. Carlsbad and NorthStar may propose changes to this SOW addressing
services falling outside the scope of services described in this SOW ("Change"). The
Change Order form must be used for all change requests. Northstar shall have no
obligation to commence work in connection with any change until the fee and schedule
impact of the change is agreed upon in a written Change Order form signed by the
designated representatives from both parties.
Upon identifying the need for a change , Northstar shall submit the change on our
standard Change Order form describing the change , including the impact of the change
on the schedule, fees and expenses.
Within 5 consecutive business days of receipt of the change order form, Customer shall
either indicate acceptance or rejection of the proposed change by signing the Change
Order form or any other period of time mutually agreed to by the parties. If NorthStar is
advised not to perform the change, then Northstar shall proceed only with the original
services. In the absence of Customer acceptance or rejection of the Change Order,
Northstar will not perform the proposed change.
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FEES & PAYMENT SCHEDULE
Fees
CUSTOMER CONNECT Implementation
License
Unit Cost Quantity Total Maintenance
CUSTOMER CONNECT 6 $30,000 1 $30,000 license
eCARe license credit ($15,000)
License Total $15,000 $3,750*
Professional Services $16,170
-Project Management
-Installation & Configuration
-Acceptance Testing Support
-Go LIVE Cut Over
-Post LIVE Support
Invoice Cloud lnteqration (Included) N/A
Services Total $16,170
Technology, Communication, $1,560
Administration
Project Total $32,730 $3,750
*Maintenance is incremental to eCARe
Payment Schedule
Any mutually agreed upon change controls will be billed at the standard Northstar
hourly rate when incurred. An additional amount equal of 5% of the total fees billed has
been included in the fee charged to cover technology, communication and
administrative costs. Price excludes any applicable taxes.
The Northstar fees for the scope of services described in this Statement of Work,
including the technology, communication and administrative fee, is $32,730 based on
fixed price plus any travel and logistics (T&L) which may be required.
Professional Services
• 50% on SOW signing
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• 20% on installation of CUSTOMER CONNECT software in the customer
environment on a non-production server.
• 20% on move to production environment
• 10% 30 days post go-live
License
• 100% on SOW signing
M aintenance
• Incremental maintenance fees are initially payable on installation to a non-
production environment and annually thereafter.
Invoices are payable upon receipt.
Quote is valid until the date specified. After such time the quote will be con sidered expired and
would need to be reassessed and re-quoted if still required.
Travel and Living Expenses
On-site visit for the Customer Connect 6 deployment are not required, thus the above
mentioned fees do not include any travel and per diem expenses.
Any travel time will be billed at $75/hour. Carlsbad shall also pay or reimburse travel
expenses plus a per diem reasonably incurred in furtherance of Northstar duties
hereunder.
TERMINATION
Unless Northstar and/or the City of Carlsbad exercises its right to terminate this SOW
due to material breach or default, Northstar must provide, and Carlsbad must purchase,
services from Northstar for the items defined within this SOW.
If Carlsbad and/or Northstar exercises its right to terminate this SOW due to material
breach or default, or Customer and/or Northstar terminates this SOW without cause,
Customer's obligation includes the following:
• Provide notice of 10 calendar days for termination without cause;
• Return the software to Northstar and certify, under the hand of a duly authorized
officer of the Organization, that all copies of the software or any part thereof, in
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any form , within the possession or control of the Organization have been
returned to Northstar. (if applicable)
• Complete payment for services performed and expenses incurred prior to
termination including:
• Any amounts previously invoiced but unpaid;
• Fees for services performed through the termination date which has not been
invoiced; and
• Any approved travel and living costs.
NorthStar's obligation includes the following:
• Provide notice of 10 calendar days for termination without cause;
Under no circumstances shall Northstar be liable for any special, indirect,
consequential, punitive or incidental damages of any kind and shall not be liable for loss
of profits, works stoppage, system failure or malfunction, loss of data or any other
damages or losses in connection with this statement of work, even if NorthStar has
been advised of the possibility of such damages. In any event, Northstar shall not be
liable to pay any amount, in the aggregate, that is greater than the fees received by
North Star under this statement of work.
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PROJECT ASSUMPTIONS
The Services, fees and delivery schedule for this engagement are based upon the
following assumptions:
• Any items not explicitly identified within this document are considered out of scope.
Any changes to those responsibilities and/or deliverables will be considered a change
in scope for the engagement. Any proposed change to the engagement scope must
be put into written format and be submitted to NorthStar during this engagement for
review and consideration.
• This engagement currently has, and will continue to have, the support of senior
Carlsbad management and will be assigned sufficient priority with respect to other
project to ensure its success.
• Carlsbad will assign a lead to act as an internal resource and guide throughout this
engagement.
• Carlsbad will secure the appropriate staff in a timely fashion in order to discuss or
review the various materials produced when required.
• Carlsbad will provide access and support from the IT group and any other stakeholder,
as deemed necessary by Northstar throughout this engagement.
• Carlsbad agrees to facilitate any required Carlsbad Corporate logistics for the
fulfillment of this agreement.
• Carlsbad will secure, as required and in a timely fashion, the assistance and
cooperation of third party vendors (e.g. CIS, AMI, Payment, Bill View) to ensure a
successful CUSTOMER CONNECT implementation. A change control may be
created if the third-party vendor is unavailable or non-cooperative and as such results
in an impact to the schedule or effort.
• Third party vendor solutions are able to provide information required by the
CUSTOMER CONNECT as well as accept information provided by the CUSTOMER
CONNECT.
• All documentation provided by Carlsbad shall be up-to-date and accurate or if that is
not the case, advise Northstar as such.
• All hardware, software, and network components supplied by Carlsbad are working
properly and are free of defects and will meet minimum hardware standards provided
during the engagement.
• To minimize project costs, the majority of project work will be performed at one of the
NorthStar's locations except for project activities where face-to-face is deemed more
effective.
• Carlsbad will provide the appropriate remote access to its network, facilities, and
systems as may be required to perform activities from one of NorthStar's locations.
Northstar shall abide by all rules and directions of Carlsbad when accessing the
Customer's network, facilities or systems.
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50 February 26, 2019 Item #2 Page 57 of 178
• Price does not include Carlsbad approved travel and living expenses that may be
required as part of the delivery of the engagement unless specified in the contract (i.e.
air, car rental , gas, per diem and hotel). Northstar will work with Carlsbad to identify
most cost-effective accommodations for Carlsbad on-site activities that are mutually
agreed upon.
• Upon deployment of the custom modifications or interfaces into Northstar TEST,
Carlsbad will have thirty (30) calendar days for acceptance testing, during which time,
issues reported within the 30 days will be resolved at no charge provided they are part
of the original scope of work. At that time the custom modification or interface will be
promoted to the production environment on agreement from Carlsbad.
• All changes or issues reported after 30 days from promotion to production will be
considered billable, unless a prior arrangement or extension to the acceptance period
is made.
• If the testing period extends past 15 calendar days there will be an additional charge
to move the application into production unless a prior arrangement or extension has
been agreed upon.
• Carlsbad resources will be available as required for Acceptance Testing. It is expected
that the individuals identified will have experience in the day-to-day operations and
will work closely with the Northstar Consultant to resolve issues as required. The main
purpose for this interaction is to provide a quick and consistent response to procedural
issues so that the Northstar Consultant is not required to contact a large number of
Users.
• CUSTOMER CONNECT 6 may have dependencies on Northstar database and
code libraries being up-to-date. Carlsbad's TEST environment will be patched up to
the latest Maintenance Release prior to deployment of the custom mod . Note;
CUSTOMER CONNECT testing phase may need to be extended based on the
number of upgrade patches required to properly update the TEST environment to
the Northstar recommended release state.
City Attorney Approved Version 6/12/18
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7
February 26, 2019 Item #2 Page 58 of 178
DOCUMENT ACCEPTANCE AND SIGNOFF
Accepted on this day by:
City of Carls
By:
Name: Sco tt Chadwick
Title: Ci t y Ma nager
Date: \\'"1Acz l9
Northstar Utilities Solutions
By::62--:s -----......_
Name: 'St-fv L tloc ( \ S
Title: vP, s~ \~...> ,f--M,_r kd:'.l
Date: ~r{_j_ t,, co , 1
J 7
Please sign and return this document by email to: Pav Sekhon at
psekhon@harriscomputer.com. If you have any quest ion s or need further information, please
feel free to contact Pav Sekhon, Account Executive at psekhon@harriscomputer.com.
APPROVED $[:FORM
Celia Brew r i Attorney
Br, _______ -=-----
Asst/Deputy City Attorney
City of Carlsbad, CA
City Attorney Approved Version 6/12/18
52 February 26, 2019 Item #2 Page 59 of 178
2 APPENDIX A -NORTHSTAR CUSTOMER CONNECT -TYPICAL HARDWARE
RECOMMENDATIONS
CUSTOMER CONNECT recommends two installation environments, a test instance
and a production instance. All environments can be run within a virtual configuration so
long as the adequate number of physical resources are allocated appropriately to the
virtual machine.
In all cases, the database environment recommended is SQL Server 2014 and this will
be installed and configured as part of the implementation process.
The production environment will require the purchase of a certificate from a central
authority (CA) to ensure that the application can be configured for use on a secure port
for SSL.
Test Environment
ComJ>onent Specification
Processor 2 or more Quad-Core Intel® Xeon® 2.00GHz processors,
2x4MB L2 Cache (or larger), 1333MHz Front Side Bus (or
faster)
Memory 16GB DDR2 400MHz
Dual Ranked DIMMs (or better and upgradeable)
Storage 500 GB
Network Access Dual 1 GB network cards
Operating Microsoft Windows Server 2012 R2
System
Other Backup software and hardware. Virus protection software
Production Environment
Com~onent S~ecification
Processor 2 or more Quad-Core Intel® Xeon® 2.00GHz processors,
2x4MB L2 Cache (or larger), 1333MHz Front Side Bus (or
faster)
Memory 32GB DDR2 400MHz
Dual Ranked DIMMs (or better and upgradeable)
Storage 500 GB
Network Access Dual 1 GB network cards
Operating Microsoft Windows Server 2012 R2
System
Other Backup software and hardware. Virus protection software
City Attorney Approved Version 6/12/18
53 February 26, 2019 Item #2 Page 60 of 178
RESOLUTION NO. 2019-023
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, APPROVING AN AGREEMENT WITH INVOICE CLOUD FOR
IMPLEMENTATION SERVICES AND ANNUAL BILL PAYMENT SERVICES IN AN
AMOUNT NOT TO EXCEED $400,000.
Exhibit 2
WHEREAS, the City Council 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 City Council 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 City Manager or his designee is authorized to execute the
agreement (attached hereto as Attachment A), on behalf of the City of Carlsbad.
3. That funding for implementation services and the first year of utilities bill payment
services is in the fiscal year 2018-2019 operating budget of the 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 61 of 178
Exhibit 2
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council 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.
(SEAL)
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~Ok'I" 'T' ~ "A···•···~# f!:::/-·· ~ ····· .... ~ I" t.~~ ?:-A J I ~ \ ~ ~ ~ · ... ..,u, ...... ·· ;:: ~ "'•· ' .... ~ °% '-_;q{.• .......... •·~,Tff
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February 26, 2019 Item #2 Page 62 of 178
AGREEMENT FOR ONLINE PAYMENT PROCESSING SERVICES
INVOICE CLOUD, INC,
Attachment A
u,!HIS AGREEMENT is made and entered into as of the / / -1-L. day of
.LL.J.~ , 20.fj_, by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and INVOICE CLOUD, INC., a Massachusetts corporation, ("Contractor'').
RECITALS
A. City 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 City and has affirmed its willingness and
ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in attached Exhibit 11A11, 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 City 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, City needs, and appropriation of funds by the City Council. 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 City
reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or
Services specified in Exhibit 11A11•
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1 February 26, 2019 Item #2 Page 63 of 178
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 maintain 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, City 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 City 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 City, 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 City 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 City 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 City 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 City, 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.
II
II
II
II
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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
(sign her
By:
(sign here)
(print name/title)
By:
(Ci anager or Mayor or Division
Director as authorized by the City
Manager)]
ATTEST:
~cl /-./BB ENGLES~
1" 'City Clerk
If required by City, 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 B
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:
CELIA A. BREWER, City Attorney
BY: ____,ti'-------=-/\AJ ______ (L'--------+---_
Assistant City Attornby
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Overview
EXHIBIT "A"
SCOPE OF SERVICES
Invoice Cloud
Statement of Work
City of Carlsbad
The Invoice Cloud (IC) suite of services (The Service) will give the City of Carlsbad (Biller) and its customers
the ability to accept on line payments for invoiced and non-invoiced items. The Service will allow the City
of Carlsbad to offer online 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/ City 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 card holder 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 City 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.
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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.
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
on line, 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
Auto Pay by responding to an email sent after the Payer registers for paperless billing and/or
Auto Pay 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
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9 February 26, 2019 Item #2 Page 71 of 178
such as viewing data, creating reports, resending email notices, processing payments, credits
or refunds, editing email templates and more. 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*
0. Total Outstanding Invoices
p. Email Notification Summary
q. Email Statistics
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r. Email Tracking
s. Bounced Email Report
• Email Statistics
• 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 Di rect Payment Receipt
• Check 21 Payment Receipt
• Linked Accounts First Notice Notification
• Linked Accounts Second Notice Notification
• Linked Accounts Third Notice Notification
• Auto Pay 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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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 City/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:
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13 February 26, 2019 Item #2 Page 75 of 178
• Provides interactive registration and service sign-up confirmation
• Sends notification when new bills are available for payment
• Ability to pay with credit card (Visa, MasterCa rd, Discover, American Express), debit card, or
eCheck (ACH)
• Allows for payment utilizing a stored-payment method
13. CloudStore™
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 City of Carlsbad, as outlined in the Bille r Order Form, are included in the
delivery of products, services and payment methods._
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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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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
City Attorney Approved Version 6/12/18
18 February 26, 2019 Item #2 Page 80 of 178
intellectual property rights to Invoice Cloud. The Invoice Cloud name, the Invoice Cloud logo, and the
product names associated with 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 ofthe 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 W ILL
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, and other problems
inherent in the use of the internet and electronic communications. Invoice cloud is not responsible for
City Attorney Approved Version 6/12/18
19 February 26, 2019 Item #2 Page 81 of 178
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 Bille r
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 fo rmat changes resulting in revision of integration/data translation
• re-implementation of a site/system and/or new billing system
• payment fi le 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.
15. Intentionally left blank.
City Attorney Approved Version 6/12/18
20 February 26, 2019 Item #2 Page 82 of 178
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 Care
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.
City Attorney Approved Version 6/12/18
21 February 26, 2019 Item #2 Page 83 of 178
EXHIBIT "C"
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---
City Attorney Approved Version 6/12/18
22 February 26, 2019 Item #2 Page 84 of 178
lnvoiceCloud .. Biller Order Form
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City Attorney Approved Version 6/12/18
23 February 26, 2019 Item #2 Page 85 of 178
Exhibit "D"
CHASE O T"
Paymentech
SUBJHITER MERCHANT
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:
(I) 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 sign age 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 Customer's Card, specifying the
frequency of the recurring charge and the duration of time during which such charges may be
made.
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25 February 26, 2019 Item #2 Page 87 of 178
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. Charqebacks
• 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:
(1) 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 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
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26 February 26, 2019 Item #2 Page 88 of 178
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 Na me: -=C-'-'itCL.y--=o:..:..f--=C=ac:...rl=s=b-=-ad=------------
Ba nk Routing Number: _______ _
Account Number: ________ _
Reference: ________________ _
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27 February 26, 2019 Item #2 Page 89 of 178
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 CVV2 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 ("SDP"),
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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28 February 26, 2019 Item #2 Page 90 of 178
Please acknowledge your receipt of these instructions and guidelines and your agreement to comply
therewith.
Agreed and Accepted by:
City of Carlsbad
1200 CARLSBAD VILLAGE DRIVE
CARLSBAD, CA 92008
BY: (authorized signature)
Print name & Title
Date:
INTERNAL PAYMENTECH USE
Merchant Name: City of Carlsbad
063576
APPROVED AS TO FORM
By:Ce lia m• r;_;omey
Asst/De puty City Attorney
City of Carlsbad , CA
29
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:
Page 3 of 3
Rev 04/18pdf
Paymentech Contract No.
City Attorney Approved Version 6/12/18 February 26, 2019 Item #2 Page 91 of 178
RESOLUTION NO. 1613
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CARLSBAD
MUNICIPAL WATER DISTRICT (CMWD) OF THE CITY OF CARLSBAD,
CALIFORNIA, APPROVING AN AGREEMENT TO PROVIDE SOFTWARE LICENSE
SERVICES AND UPGRADING FROM EXISTING N. HARRIS UTILITIES
SOLUTIONS PUBS APPLICATION WITH NORTHSTAR UTILITIES SOLUTIONS 6.4
APPLICATION IN AN AMOUNT NOT TO EXCEED $683,384.
Exhibit 3
WHEREAS, the Carlsbad Municipal Water District (CMWD) Board of Directors of the City of
Carlsbad, California has determined that the current versions of the Public Utility Billing Software
(PUBS) and eCARe bill presentment software for CMWD's utilities billing process are in need of
upgrades to the most current versions; and
WHEREAS, Northstar Utilities Solutions, an indirect subsidiary of N. Harris Computer
Corporation, will provide implementation technical services required and supply software licensing for
release of Northstar 6.4 utilities billing software and Customer Connect 6 bill presentment software;
and
WHEREAS, the budget to procure implementation services and the first year of licensing for the
utilities billing and bill presentment software is available in fiscal year 2018-2019; and
WHEREAS, the budget for the second through fourth year of licensing for the utilities billing and
bill presentment software will be included in the annual budget processes for 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 software licensing for Northstar 6.4 and Customer Connect 6 from Northstar
Utilities Solutions in an amount not to exceed $683,384, 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 licensing for the utilities
billing and bill presentment software is in the fiscal year 2018-2019 operating budget of
the various departments and the funding for succeeding years' licensing for the utilities
February 26, 2019 Item #2 Page 92 of 178
Exhibit 3
billing and bill presentment software will be brought forth with future budget submittals
for consideration and approval.
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 93 of 178
February 26, 2019 Item #2 Page 94 of 178
satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the
CMWD Board of Directors. The parties will prepare a written amendment indicating the effective
date and length of the extended Agreement.
4. PROGRESS AND COMPLETION
The work for any project granted to Contractor pursuant to this Agreement will begin within ten
(10) days after receipt of notification to proceed by CMWD and be completed within the time
specified in the Task Description for the project (see paragraph 5 below). Extensions of time for
a specific Task Description may be granted if requested by Contractor and agreed to in writing by
the Executive Manager (or designee) or General Manager of CMWD as authorized by the
Executive Manager ("General Manager"). The Executive Manager (or designee) or General
Manager will give allowance for documented and substantiated unforeseeable and unavoidable
delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD
inaction or other agencies' lack of timely action. In no event shall a specific Task Description
exceed the term of this Agreement.
5. COMPENSATION
The cumulative total for all projects allowed pursuant to this Agreement will not exceed six
hundred thirty-eight thousand three hundred eighty-four dollars ($638,384) per agreement year.
If the City elects to extend the Agreement, the amount for each annual extension shall not exceed
ninety-five thousand dollars ($95,000) per Agreement year. Fees will be paid on a project-by-
project basis and will be based on Contractor's Schedule of Rates specified in 'Exhibit "A". Prior
to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description
and Fee Allotment (the "Task Description") which, upon signature by both Contractor and CMWD,
via the Executive Manager (or designee) or General Manager, will be considered a part of this
Agreement. The Task Description will include a detailed scope of services for the particular project
being considered and a statement of Contractor's fee to complete the project in accordance with
the specified scope of services. The Task Description will also include a description of the method
of payment and will be based upon an hourly rate, percentage of project complete, completion of
specific project tasks or a combination thereof.
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 CMWD. Contractor will
be under control of CMWD only as to the result to be accomplished, but will consult with CMWD
as necessary. The persons used by Contractor to provide services under this Agreement will not
be considered employees of CMWD for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete
compensation to which Contractor is entitled. CMWD will not make any federal or state tax
withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD 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 CMWD
and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security,
overtime payment, unemployment payment or workers' compensation payment which CMWD
may be required to make on behalf of Contractor or any agent, employee, or subcontractor of
Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the
indemnification amount from any balance owing to Contractor.
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February 26, 2019 Item #2 Page 95 of 178
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of
CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to
CMWD 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 CMWD. 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 CMWD.
8. OTHER CONTRACTORS
CMWD reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its
officers, officials, employees and volunteers from and against all claims, damages, losses and
expenses including attorneys fees arising out of the performance of the work described herein
caused by any willful misconduct or grossly negligent act or gross omission 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 CMWD or the
City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD'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.
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 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower
amount. These minimum amounts of coverage will not constitute any limitations or cap on
Contractor's indemnification obligations under this Agreement. CMWD, 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 CMWD 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
3 General Counsel Approved Version 6/12/18
February 26, 2019 Item #2 Page 96 of 178
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 CMWD). $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 CMWD'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 CMWD will be named as an additional insured on 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 CMWD sent
by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of
this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance
coverages, then CMWD 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 CMWD to obtain or
maintain insurance and CMWD 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. CMWD reserves the right to require, at anytime,
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 CMWD
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
4 General Counsel Approved Version 6/12/18
February 26, 2019 Item #2 Page 97 of 178
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. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant
to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work
product produced by Contractor or its agents, employees and subcontractors pursuant to this
Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy
of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in CMWD and
Contractor relinquishes all claims to the copyrights in favor of CMWD.
15. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on
behalf of CMWD and on behalf of Contractor under this Agreement.
ForCMWD:
Name Brent Gerber
Title Sr. Management Analyst
Dept Information Technology
Address 1635 Faraday Ave
Carlsbad, CA 92008-7314
Phone 760-602-2498
5
For Contractor:
Name
Title
Address
Phone
Email
Steve Morris
VP of Sales & Marketing
1 Antares Drive
Nepean, Ontario Canada K2E 8C4
613-882-004 7
SMorris@harriscomputer.com
General Counsel Approved Version 6/12/18
February 26, 2019 Item #2 Page 98 of 178
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.
16. 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.
YesO No0
17. 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.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
19. 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 CMWD 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
Executive Manager. The Executive 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 Executive 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.
20. TERMINATION
City or Contractor may terminate this Agreement at any time after a discussion, and written notice
to the other party. City will pay Contractor's costs for services delivered up to the time of
termination, if the services have been delivered in accordance with the Agreement.
City's obligation includes the following:
1. Provide notice of 10 calendar days for termination without cause;
February 26, 2019 Item #2 Page 99 of 178
2. Return the software to Contractor and certify, under the hand of a duly authorized
officer of the organization, that all copies of the Software or any part thereof, in
any form, within the possession or control of the organization have been returned
to Contractor. (if applicable)
3. Complete payment for services performed and expenses incurred prior to
termination including:
a. Any amounts previously invoiced but unpaid;
b. Fees for services performed through the termination date which has
not been invoiced; and
c. Any approved travel and living costs.
Contractor's obligation includes the following:
1. Provide notice of 10 calendar days for termination without cause;
2. Refund to City any fees that have not been earned through the termination
date.
Either party upon tendering thirty (30) days written notice to the other party may terminate this
Agreement. In this event and upon request of CMWD, Contractor will assemble the work product
and put it in order for proper filing and closing and deliver it to CMWD. 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. CMWD will make the final determination as to the portions of tasks
completed and the compensation to be made.
21. 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, 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.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any agreement claim submitted to 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 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 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
Page 7 February 26, 2019 Item #2 Page 100 of 178
February 26, 2019 Item #2 Page 101 of 178
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 B
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:
CELIA A~ ~REW~, General Counsel
By fM~
Assistant GeneralCounsel
Page 9 February 26, 2019 Item #2 Page 102 of 178
February 26, 2019 Item #2 Page 103 of 178
Revision Control
Document Title: City of Carlsbad -Harris Northstar -Version 6.4 Upgrade SOW
Author: Northstar Professional Services
File Reference: Carlsbad -Harris Northstar -Version 6 Upgrade Incl MSSQL Migration -06022017 Redline
ft-~ ~-, .. /\.._1.,;e=--._1.-··:--·1 ..::,,._,,•.~r'· ~. -. -___ .... -.... :... .. t -··1 ~·~,-,..,_-t""----,. -,_~ -c.-~ .. -,,,-,lf&.E
.. -r. ,.:. -_:..::.....:.-.t,:.i........~...:....._:_ ~ _ _:~ --~~· --. -•~ ~; • --~~•r.; ~ l::<z:~~~,~~_•::',.,~_i:~.:.••-~T-~~~ .,
Version 1.0 2016-03-11 ML Whitehead Initial version of the document.
Version 1.1 2016-05-04 ML Whitehead Removed Utilization Review
Version 1.2 2016-10-19 ML Whitehead Updated expired SOW & add GL & AP interfaces
Version 1.3 2017-01-16 M. Campbell Minor revisions, added archive and purge process.
Version 1.4 2017-01-26 M Campbell Included Maintenance Schedule
Version 1.5 2017-01-30 D Cathcart, Minor revisions
S Morris
Version 1.6 2017-02-06 S Morris Added 5 user licenses. Adjusted year 1 escalation. Removed
Customer Connect maintenance.
Version 1.7 2018-01-26 Pav Sekhon Removed 5 user licenses. Added optional 5 days of onsite
training
Version 1.8 2018-04-17 ML Whitehead Added SSRS Bill Print
Version 1.9 2018-05-29 ML Whitehead Added interface chart
Version 1.10 2018-05-29 ML Whitehead Updated CORE integration to reflect REST API
Version 1.11 2018-11-08 Pav Sekhon Updated maintenance table. Added travel estimate.
Expanded Pl language. Added 1 onsite. Removed LDAP.
Version 1.12 2018-11-16 Pav Sekhon Added authentication methods in 2.1.6
Version 1.13 2018-12-18 Pav Sekhon Minor explanations+ change to service payment schedule
Version 1.14 2018-12-27 Pav Sekhon Added Northstar 6.4 Installation & Data Transfer explanation
February 26, 2019 Item #2 Page 104 of 178
TABLE OF CONTENTS
Introduction .................................................................................................................................... 13
Objective ................................................................................................................................................. 13
Service Description .......................................................................................................................... 14
Areas within Scope .................................................................................................................................. 14
Areas Out of Scope .................................................................................................................................. 19
Estimated Timeline .......................................................................................................................... 21
Change Management Process ........................................................................................................... 23
Fees & Payment Schedule ................................................................................................................ 24
Fees .......................................................................................................................................................... 24
Payment Schedule ................................................................................................................................... 25
Travel and Living Expenses ...................................................................................................................... 26
Termination ..................................................................................................................................... 27
Project Assumptions ........................................................................................................................ 28
Document Acceptance and Signoff ................................................................................................... 31
1 Appendix A -Northstar 6.4 -Typical Hardware Recommendations ........................................... 32
EXHIBIT "B" ..................................................................................................................................... 33
NORTHISTAR-Page 12 February 26, 2019 Item #2 Page 105 of 178
INTRODUCTION
The City of Carlsbad, hereafter referred to as "Carlsbad", requires an upgrade of their billing system from
Northstar version 5.2.19 to Northstar version 6.4. Northstar 5.2.19 and Northstar 6.4 share the same
core business logic and leverage the years of investment both Carlsbad and Northstar have made in your
current CIS/billing system. The billing engine and many of the processes will not be affected by the
upgrade. However, significant improvements have been made to NorthStar's encryption model to bring
it up to date with current standards and addresses vulnerabilities in the old design such as where security
keys are stored and where the encryption/decryption logic resides. The introduction of the new
encryption will require a "conversion" of sensitive data into the encrypted format, the configuration of a
new bank file template and thorough testing.
The purpose of this document is to provide information on the features and value of Northstar 6.4, along
with the level of effort associated with the upgrade, for those customers upgrading from Northstar 5.2.19.
Objective
This Statement of Work {SOW) defines the work to be performed by Northstar, an unincorporated division
of N. Harris Computer Corporation, for Carlsbad CIS Northstar 5.2.19 to Northstar 6.4 upgrade. This SOW
includes a high level timeline, fees, and other terms and conditions specific to the services requested by
Carlsbad. Any additional requests for services that are not defined within this SOW will result in change
orders with applicable fees.
Changes to this document shall be made through a change management process as described later in this
sow.
NORTHISTAR"
unu11~,s0LUTIOHS Page 13 February 26, 2019 Item #2 Page 106 of 178
SERVICE DESCRIPTION
Areas within Scope
Upgrade Scope
The scope of this statement of work is to upgrade Carlsbad's CIS Northstar 5.2.19 to Northstar 6.4.
Carlsbad will also change databases from lnformix to MS-SQL Server as part of the Carlsbad upgrade
project. No additional Northstar add-on applications will be implemented as part of the upgrade project.
The project will include an archive and purge phase once the upgrade to Northstar 6.4 SQL Server is
complete.
Current Carlsbad integration points that will be ported to the Northstar 6.4 environment are:
Interface Description
Checkfree A csv flat file imported to Northstar from Checkfree
Metavante A flat file imported to Northstar from Metavante via lockbox
Wells Fargo Bank PAP (ACH) flat file exported to bank
Lockbox Checkfree Payment Processor. Remittance Processor System (aka RPS
or lockbox) flat file import to Northstar. Flat file created by RPS contains
list of customer accounts and payment amount. The flat file is imported
into Northstar via the lockbox interface. Also, a Check21 file goes to
bank, but Check21 file is created by the RPS, not used by Northstar.
IFAS A flat file containing GL transactions exported from Northstar for import
into IFAS
Itron AMI interface file A csv flat file to export from Northstar to Itron AMI
Itron MVRS Meter Read Meter reading upload and download files to import and export from
Northstar CIS to MVRS
Itron drive-by interface "ELF" flat file export for the Itron drive-by meter reading application.
file
CORE iPayment Real-time integration to City of Carlsbad CORE iPayment system utilizing
the Northstar REST API
Notice Prints Carlsbad will utilize Northstar 6.4 Letter Maintenance functionality to
generate all notices; Level 1,2,3 & door hanger
mCARe Northstar mobile service order application
eCARe Northstar Customer web portal
Upgrade Notes:
• NorthStar's add-on applications (eCARe, mCARe, EIS, etc.) run on Microsoft server(s) and access
the billing system directly. The migration of the Northstar CIS will not have a direct impact on
these applications and they will not require an upgrade or change. Migration of the add-ons will
not be part of the upgrade project. Northstar will point the TEST add-ons system to the new
NORTHISTAR-Page 14 February 26, 2019 Item #2 Page 107 of 178
Northstar database to facilitate user acceptance testing during the upgrade project. Northstar
will revise any lnformix-specific or deprecated syntax in the add-on application that is not
compatible with the MS-SQL database.
Upgrade Approach
A NorthStar Project Manager (PM} will be the primary point of contact for Carlsbad on the Northstar 6.4
upgrade. The PM has the overall accountability to successfully deliver the services required for a
successful upgrade within agreed upon timeframe and budget. The project team will directly report to the
PM and the PM will have the authority and support to manage the project team in the best interest of the
project. The PM is also accountable for the following high-level project activities:
• Interface with Carlsbad assigned PM.
• Conduct regular internal project meetings to ensure that all aspects of the project are understood
by the team and that progress and risks are properly reported.
• Conduct regular project meetings with Carlsbad.
• Review of project status, schedule, risks, resources as well as any other issues that may affect the
success the project.
Northstar 6.4 Training Provided
• Northstar Product Orientation Session:
The Product Orientation session is held with the Core User Group as the first stage of the setup
portion of the upgrade implementation project. The objective of the orientation session is to
introduce the users that have been working on the Northstar 5.2.19 software to the new version
of the product, Northstar 6.4. The Northstar 6.4 Java GU I (Graphical User Interface) is a significant
change from the version 5.2.19 GUI, and one of the primary goals of the orientation session is to
reassure the users that although the look and feel of the application may have changed, the core
functionality remains the same. Northstar will provide navigation training due to the new user
interface being different from PUBS 5.2, as well as reviewing the business processes specific to
each utility.
Core Team product orientation training will consist of five (5) days onsite.
• End User Training:
NORTHISTAR"
The End User Training is held with the group of end-users that will be working with the application
once it is live. As some of these users will not have taken part in the Product Orientation session,
this is the first area of focus for the training sessions. After the orientation is completed, training
is targeted to the areas that are specific to the day-to-day work of the end-users attending the
training session. Agendas for the training are created in collaboration with the client prior to the
training sessions, and may include some of the following topics: Standard Setups, Electric Setups,
Water/Sewer Setups, Meter Reading Setups, Cashiering Setups, GL Interface, CARE Setups,
Program Security Setups, Meter Reading, Journal Processing, Cashiering, CARE and Reporting.
Page 15 February 26, 2019 Item #2 Page 108 of 178
End User training will consist of five (5) days onsite. The option for an additional five (5) days of
onsite training could be provided. This training could be used to concentrate specifically on new
processes implemented as a result of the Utilization Review, or for any additional training as
required.
• Additional Training:
Carlsbad has requested an additional 5 days of onsite training. Carlsbad to determine what they
would like covered and when they would like to schedule the onsite.
NorthStar 6.4 User Acceptance Testing (UAT)
• Northstar will work with Carlsbad to develop a site-specific upgrade test script for User
Acceptance testing. Upon completion of testing Carlsbad will submit a signed copy of the UAT
script confirming all areas of Northstar 6.4 have been successfully reviewed as a prerequisite for
Northstar to schedule the Go Live activities.
• Carlsbad resources will be available as required for User Acceptance testing. It is expected that
the individuals identified will have experience in the day-to-day operations and will work closely
with the Northstar Consultant to resolve issues as required. The main purpose for this interaction
is to provide a quick and consistent response to procedural issues so that the Northstar Consultant
is not required to contact a large number of Users.
• Carlsbad will have four weeks to complete the initial round of User Acceptance Testing. NorthStar
will have two weeks of remediation for all priority 1 issues. Carlsbad will then have two weeks of
remediation testing prior to scheduling End User Training and Go LIVE.
• In the event that Carlsbad needs to extend User Acceptance Testing beyond the initial four week
and subsequent two week windows for UAT remediation testing, Northstar will provide a change
order for the extended testing support.
• All priority 1 issues identified will be remediated by Northstar before Go Live. If Northstar needs
more than two weeks of time to remediate priority 1 issues, the City and Northstar will meet to
discuss the impact on the project schedule, and any impact on software implementations related
to this agreement.
Northstar 6.4 Data Refreshes
• Northstar will perform 3 data refreshes throughout the 6.4 upgrade project. The initial data
refresh will be included with the installation of Northstar 6.4 for UAT. The second data refresh
will be performed upon completion of UAT, in preparation for End User training. The final data
refresh will be performed upon Go LIVE cutover. Any requests for additional data refreshes will
be considered at an additional cost/schedule impact to the project.
NORTHJSTAR-Page 16 February 26, 2019 Item #2 Page 109 of 178
Northstar Integrations
• Carlsbad will include the interface testing in their 6.4 Upgrade User Acceptance testing script.
• Carlsbad will have four weeks to complete the initial round of User Acceptance Testing. Northstar
will have two weeks of remediation for all priority 1 issues. Carlsbad will then have two weeks of
remediation testing.
• The interfaces will be put into a production state with the Go LIVE cut over to Northstar 6.4.
• The Northstar/ Financials interface is not a real-time integration. A flat file will be created within
Northstar then transferred to the Financials server via FTP where it will be uploaded to the
General Ledger module.
• Northstar will communicate with the Carlsbad network through either of the following methods:
a. Password Authentication through Northstar database
b. Single sign on based on Windows User. Leveraging Windows authentication and
Northstar security.
Northstar SSRS Bill Print
As part of the upgrade to version 6.4, Northstar will design a new SQL Server Reporting Services bill print
mirroring Carlsbad's existing bill layout for the purpose of web presentment in CUSTOMER CONNECT 6.
CORE iPayment Integration
As part of the upgrade to version 6.4, Northstar will enhance the current REST API to allow for the retrieval
of all data elements required by CORE iPayment. The purpose of the integration is for CORE to call the
REST API to retrieve account and balance information at the time of making payment. Northstar will also
need to develop a separate integration component to calculate data in accordance to Carlsbad's business
rules, once the requested data has been retrieved from the REST API.
Northstar 6.4 Go LIVE Cut Over
o Provide a full checklist of all cut over activities including timeline and responsibilities.
o Refresh Northstar 6.4 database from PUBS production database.
o Upgrade NorthStar database from 5.2.19 to 6.4.
NORTHISTAR" Page 17 February 26, 2019 Item #2 Page 110 of 178
Northstar 6.4 Post LIVE
o Provide five (S) days of onsite assistance with Northstar Application Consultant for the first week
of LIVE on Northstar 6.4.
o Create Northstar TEST database.
o Provide dedicated post LIVE support for twenty business days prior to transition back to
Northstar Support Services.
Archive and Purge Scope
• Archive Process
o Install the standard archive and purge scripts Northstar has developed for SQL Server.
o Run the archive scripts against the Northstar TEST instance.
o Provide Carlsbad with pre and post archive reports for validation purposes.
o Provide testing support during Customer validation of data archive.
o Upon Customer approval run the archive script against Northstar production.
• Purge Process
o Once the archive process is complete run the purge scripts against Northstar TEST.
o Provide Carlsbad with pre and post purge reports for validation purposes.
o Provide testing support during Customer validation of data purge.
o Upon Customer approval run the pure scripts against Northstar production.
o Create User documentation to allow Carlsbad to execute the archive/purge process on an
as needed basis.
Carlsbad Responsibilities
Following are the key responsibilities of Carlsbad under this agreement:
• Purchasing MS-SQL license.
• Ensuring Northstar has direct, dedicated remote technical connection capabilities with administration
access to any server that the Northstar applications reside on for the duration of the upgrade project.
• Ensuring that underlying infrastructure for Northstar 6.4 is acquired and installed by the required time
per agreed upon project plan (Note: Minimum specifications for servers and workstations should be
discussed and agreed upon at commencement of project).
• Installing server(s) with appropriate network connectivity.
• Installing operating system and partitioning disk space.
• Installing database software.
NORTHISTAR-Page 18 February 26, 2019 Item #2 Page 111 of 178
• Providing a Windows based workstation (Windows 7 or higher). This system will be used for the
various data cuts during the data migration. Upon Go LIVE the machine can be decommissioned.
• Creating users at the operating system level.
• Configuring peripheral devices (printers, scanners, cash drawers, etc.).
• Installing VPN connection.
• Configuring back up and maintenance routines for new database.
• Performing a backup of Northstar 5.2.19 production and restoring it to Northstar 5.2.19 TEST for each
of the data refreshes; initial, secondary and Go LIVE.
• Testing hardware components and environment.
• Assisting with upgrade testing.
• Conducting User Acceptance testing.
• Assisting with End User Training which will be led by Northstar. Northstar will provide up to five days
of End User training onsite. If Carlsbad requires additional training sessions due to staff size a Change
Order will be issued for the effort.
• Leading Go LIVE activities
Engagement Completion Criteria
The Engagement is deemed completed once upgraded application has been deployed to the live
environment for twenty business days and that any Priority 1 items raised during that period have been
resolved. Northstar has the exclusive right to classify call types according the definitions below.
Call Type Definition
Priority 1-Urgent or High Priority • System Down (Software Application, Hardware, Operating System, Database)
• Impacts Critical Business Function without a workaround
• Performance issues of severe nature impacting critical processes.
Priority 2 -Medium Priority • System errors that have workarounds
• Impact to business function is not critical:
• Performance issues not impacting critical processes
• Usability issues
• Workstation connectivity issues (Workstation specific)
Priority 3 -Low Priority • Minimal or no impact to critical business function
• Report formatting issues
• Training questions, how to, or implementing new processes
• Aesthetic issues
• Issues with workarounds for large majority of accounts
• Recommendations for enhancements on system changes
• Questions on documentation
Areas Out of Scope
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Anything in this section and not listed in the above "Areas within Scope" is considered out of scope for
this SOW. Specific items that are currently out of scope of this engagement include:
• Additional User training if deemed required above End User training.
• Post Live Refresher training if deemed required following Go LIVE .
• Migration of Northstar add ons; eCARe, mCARe, eDocs, to new server.
• Migrating cron jobs or automated scheduled tasks.
• Northstar Automation Platform
• Northstar CUSTOMER CONNECT
NORTHISTAR-Page 20 February 26, 2019 Item #2 Page 113 of 178
ESTIMATED TIMELINE
The estimated duration of this engagement is approximately 9 months. The possibility and feasibility of a
reduced duration will be evaluated during the Customer Preparation phase as it will depend on what
needs to be ported to Northstar 6.4, availability of resources and involvement of Carlsbad. Adherence to
the project plan and timeline is critical. Northstar will prepare a formal project plan and timeline at the
start of the engagement. Carlsbad will review, provide comments on, and provide Northstar with
approval of the project plan and timeline.
Timeline
Month 1
Planning & Scoping
Month 2 & 3
Design & Development
Month 4
Testing
Month 5
Testing
Month 6
Deployment & Operate
Month 7
Operate & Data Archive
Month 8 & 9
Data Purge
Customer Preparation
Project Planning
Phase Activities
CORE iPayments Integration Functional Requirements Gathering
--- ----' --·--~ -----
Northstar REST AP/ Enhancements
CORE iPayments Integration Development
SSRS Bill Print Development
Northstar 6.4 Installation & Data Transfer*
Install Sanity Testing & Data Validation (Remote)
Core Team Product Orientation (Onsite)
User Acceptance Testing (Remote)
Acceptance Testing Sign Off
End User Training Data Refresh
End User Training (Onsite)
Go LIVE Cut Over
Go LIVE Cut Over (Onsite)
Post Go LIVE Support
Create Northstar 6.4 TEST Instance
Install & Execute Archive Scripts on TEST
Support Archive Validation Testing
Install & Execute Purge Scripts on TEST
Transition Northstar 6.4 Support to Support Services
Support Purge Validation Testing
Install & Execute Archive & Purge Scripts on production
* NS 6.4 instance is set up at this stage and will be used for all acceptance testing to ensure all
configuration changes, data fixes, etc. are validated within the "to be live" environment. Test will be
created from a copy ofthe 6.4 instance upon Go Live, to ensure all fixes and changes are carried over into
the test instance.
NORTHjSTAR. Page 21 February 26, 2019 Item #2 Page 114 of 178
There are a number of factors to be considered that will have an associated unplanned increase in effort
and will therefore impact the project schedule. These factors are typically not determined until project
kick-off and will be a key input into the final Go LIVE date and may result in additional cost. Northstar will
notify Carlsbad of any increase in effort and will provide Carlsbad with a Change Order according to section
4 Change Management Process. These factors include:
• Custom Modifications:
• All custom modifications with user-interface elements need time allocated for coding.
• Some Northstar programs will require modification if the database is changing as part of the
scope of the upgrade.
• The number of custom modifications that need to be ported to the new environment will have
an impact on the time associated with coding and testing.
• Data:
• Data clean-up (if required) by Carlsbad.
• Amount of data -consideration needs to be given to the amount of historical data required
and how long it will take to obtain the data.
• Peripherals:
• If Carlsbad has special print handling -paper source, special commands, this will create
additional effort.
• An increase or replacement of equipment with the upgrade (i.e. cash drawer).
• Project Resourcing:
NORTHJSTAR~
• In the event that Carlsbad or Northstar staff are unable to be dedicated to the agreed upon
project plan, resulting in an extension of the timeline, Northstar will evaluate the need for
a Change Order for additional Project Management and dedicated support services to
extend the project timeframe. In the event that the delay is caused solely by Northstar a
"No Charge" Change Order would be issued. Parties agree that project delays caused by
either party shall not exceed six-months.
Page 22 February 26, 2019 Item #2 Page 115 of 178
CHANGE MANAGEMENT PROCESS
Northstar will maintain the SOW with formal documentation denoting agreed upon changes. Carlsbad
and Northstar may propose changes to this SOW addressing services falling outside the scope of services
described in this SOW ("Change"). The Change Order form must be used for all change requests.
Northstar shall have no obligation to commence work in connection with any change until the fee and
schedule impact of the change is agreed upon in a written Change Order form signed by the designated
representatives from both parties.
Upon identifying the need for a change, Northstar shall submit the change on our standard Change Order
form describing the change, including the impact of the change on the schedule, fees and expenses.
Within 5 consecutive business days of receipt of the change order form, Customer shall either indicate
acceptance or rejection of the proposed change by signing the Change Order form or any other period of
time mutually agreed to by the parties. If Northstar is advised not to perform the change, then Northstar
shall proceed only with the original services. In the absence of Customer acceptance or rejection of the
Change Order, Northstar will not perform the proposed change.
NORTHISTAR. Page 23 February 26, 2019 Item #2 Page 116 of 178
FEES & PAYMENT SCHEDULE
Fees
6.4 Upgrade Implementation
License
Unit Cost Quantity Total Maintenance
NorthStar REST API $20,000 1 $20,000 $5,000
License Total $20,000
Professional Services Fee
-Project Management
-Northstar 6.4 Installation $190,134
-Migration to MSSQL Server
-Archive & Purge
-General Ledger & Account
Payable Interfaces
-SSRS Bill Print
-Central Cashiering Integration
-Northstar 6.4 Training
-Implementation Support
Technology, Communication, $9,507
Administration
Services Total $199,641
Travel & Living Estimate (billed as $23,400
incurred)
Project Total $243,041 $5,000
NORTHISTAR-Page 24 February 26, 2019 Item #2 Page 117 of 178
REST API Maintenance:
1. In reference to the maintenance fees outlined in section 5.1 "6.4 Upgrade Implementation",
incremental maintenance fees are initially payable on installation to a non-production
environment and annually thereafter.
Invoices are payable upon receipt.
Quote is valid for 60 days from date of delivery. After 60 days the quote will be considered expired and
would need to be reassessed and re-quoted if still required.
Travel and Living Expenses
The above mentioned fees include an estimate on travel and per diem expenses projected to incur during
on-site visits required for this engagement. For the Northstar 6.4 Upgrade it is estimated that there will
be five (5) site visits throughout the project.
• Northstar 6.4 Product Orientation Training
• Northstar 6.4 User Acceptance Testing Support
• Northstar 6.4 End User Training
• Northstar 6.4 Go LIVE Support
Additional Training. Carlsbad to determine what they would like covered and when they would like to
schedule the onsite.
Travel and living expenses related to the five (5) site visits outlined above can be estimated at $4,700 per
trip. Note that this is an estimate for budgetary purposes only. Travel and living expenses will be expensed
to Carlsbad as incurred.
-~--
Number of Trips 5
----
Airfare $ 750 $ 3,750
Lodging $ 1,000 $ 5,000
Transportation $ 300 $ 1,500
Meals Per diem 5 days * $55/day / Weekend $110/day $ 450 $ 2,250
Travel $ 100 $ 500 Miscellaneous
Parking/Taxi $ 100 $ 500
Travel Hours Assumes 8 hrs one way @$75/hr $ 1,200 $ 6,000
Other $ -$ -
TOTAL $ 19,500
20% Contingency $ 3,900
TOTAL ESTIMATE $ 23,400
NORTHISTAR~ Page 26 February 26, 2019 Item #2 Page 119 of 178
TERMINATION
Unless Northstar and/or the City of Carlsbad exercises its right to terminate this SOW due to material
breach or default, Northstar must provide, and Carlsbad must purchase, services from Northstar for the
items defined within this SOW.
If Carlsbad and/or Northstar exercises its right to terminate this SOW due to material breach or default,
or Customer and/or Northstar terminates this SOW without cause,
Customer's obligation includes the following:
1. Provide notice of 10 calendar days for termination without cause;
2. Return the software to Northstar and certify, under the hand of a duly authorized officer of
the Organization, that all copies of the software or any part thereof, in any form, within the
possession or control of the Organization have been returned to Northstar. (if applicable)
3. Complete payment for services performed and expenses incurred prior to termination
including:
a. Any amounts previously invoiced but unpaid;
b. Fees for services performed through the termination date which has not been
invoiced; and
c. Any approved travel and living costs.
NorthStar's obligation includes the following:
1. Provide notice of 10 calendar days for termination without cause;
Under no circumstances shall Northstar be liable for any special, indirect, consequential, punitive or
incidental damages of any kind and shall not be liable for loss of profits, works stoppage, system failure
or malfunction, loss of data or any other damages or losses in connection with this statement of work,
even if Northstar has been advised of the possibility of such damages. In any event, Northstar shall not
be liable to pay any amount, in the aggregate, that is greater than the fees received by Northstar under
this statement of work.
NORTHISTAR" Page 27 February 26, 2019 Item #2 Page 120 of 178
PROJECT ASSUMPTIONS
The services, fees and delivery schedule for this engagement are based upon the following assumptions:
• Any items not explicitly identified within this document are considered out of scope. Any changes
to those responsibilities and/or deliverables will be considered a change in scope for the
engagement. Any proposed change to the engagement scope must be put into written format
and be submitted to Northstar during this engagement for review and consideration.
• This engagement currently has, and will continue to have, the support of senior Carlsbad
management and will be assigned sufficient priority with respect to other projects to ensure its
success.
• Carlsbad will assign a Lead to act as an internal resource and guide throughout this engagement.
• Carlsbad will secure the appropriate staff in a timely fashion in order to discuss or review the
various materials produced when required. It is expected that the individuals involved will have
experience in Carlsbad's day-to-day operations and will work closely with the Northstar
Consultants to resolve issues as required. The main purpose of this interaction is to provide a
quick and consistent response to procedural issues.
• Carlsbad will provide access and support from the IT group and any other stakeholder, as deemed
necessary by Northstar throughout this engagement.
• Carlsbad agrees to facilitate any required corporate logistics (i.e. providing dedicated training
rooms, ensuring staff availability at required times, paying staff over-time if required, etc.) for the
fulfillment of this agreement.
• Carlsbad will provide the appropriate remote access to its network, facilities, and systems as may
be required to perform activities from one of NorthStar's locations. Northstar shall abide by all
rules and directions of Carlsbad when accessing the Carlsbad's network, facilities or systems.
• Northstar will require local administrator rights or root access to the Northstar servers; 5.2.19
and 6.4 throughout the upgrade project.
• Carlsbad will provide a training room complete with workstations for their staff for the Northstar
onsite activity. This is to allow the Northstar Consultant and Carlsbad team members to focus on
the upgrade activity without any external interruptions.
• All documentation provided by Carlsbad shall be up-to-date and accurate or if that is not the case,
advise Northstar as such.
• All hardware, software, and network components supplied by Carlsbad are working properly and
are free of defects and will meet minimum hardware standards provided during the engagement.
• The environment that has been installed, configured, and validated during the upgrade
implementation will become the production environment at Go LIVE. In the event this production
environment is required to be migrated to another server after the initial installation a Change
Order may be applicable.
• Northstar will work with Carlsbad and CORE to ensure a successful CIS/Central Cashiering
integration. However, Carlsbad will secure, as required and in a timely fashion, the assistance and
NORTH]STAR-
u11u11ti ,1>1.u110~• Page 28 February 26, 2019 Item #2 Page 121 of 178
cooperation of CORE to ensure a successful implementation. A change order may be created if
CORE is unavailable or non-cooperative and as such results in an impact to the schedule or effort.
• CORE is able to provide information required by Northstar as well as accept information provided
by Northstar.
• All third-party software and hardware products are assumed to perform correctly in Carlsbad's
environment, in accordance with the appropriate third-party vendor's specifications.
• To minimize project costs, majority of project work will be performed at one of the NorthStar's
locations except for project activities where face-to-face is deemed more effective.
• Price includes Carlsbad approved travel and living expenses that may be required as part of the
delivery of the engagement. (i.e. air fare, car rental, gas, per diem, hotel, etc.) Northstar will work
with Carlsbad to identify most cost-effective accommodations for Carlsbad's onsite activities that
are mutually agreed upon. Travel will be in accordance with the Carlsbad travel policy, Exhibit B.
Travel costs will be reimbursed as incurred, which must be supported with receipts.
• Price for this proposal is based upon Carlsbad obtaining all hardware and associated
operating/database systems.
• The number and complexity of the custom modifications included in Carlsbad's current system
must be fully assessed before the project schedule can be finalized as this will affect the effort in
the User Acceptance Testing phase. This assessment will take place during the Upgrade
Preparation phase of the engagement.
• Carlsbad data provided will be complete and clean. It is the responsibility of Carlsbad to clean data
if deemed required due to the identification of inaccurate entries.
• There are 3 data refreshes included (initial, user acceptance testing, final). Any requests for
additional data refreshes will be considered at an additional cost/schedule impact to the
project.
• All data refreshes will be performed during regular business hours, 8:00 a.m.-5:00 p.m. EST, with
the exception of Live cut-over which will be performed over a weekend.
• Transition Readiness Phase is one week (i.e. all acceptance signoff received, confirmed end users
readiness, Go Live cutover plan confirmed).
• Carlsbad is responsible for preparing the underlining IT infrastructure (hardware installation,
operating system, and network connectivity) and supply the required servers based on the
minimum server specifications. This must be in-place per agreed upon project plan.
• Carlsbad is responsible to provide the Testing and Production environment.
• Any new add-ons (mCARe, eCARe, etc.) currently not within the North Star 5.2.19 environment
will be considered at an additional cost and effort.
• The current bill print and letter print functionality is included in the upgrade and migration.
• The most current GL/ AP interface module will continue to utilize the existing file formats.
• Cost of delays to the agreed project schedule will be addressed through the Change Management
Process.
NORTHISTAR"
a. In the event of a substantial unforeseen delay, Northstar shall utilize commercially
reasonable efforts to retain the same project resources (i.e. Project Manager and/or
Application Specialist) on the project.
Page 29 February 26, 2019 Item #2 Page 122 of 178
NORTHISTAR~
UTILITl~S SOLUTIO~S Page 30 February 26, 2019 Item #2 Page 123 of 178
February 26, 2019 Item #2 Page 124 of 178
1 APPENDIX A-NORTHSTAR 6.4-TYPICAL HARDWARE RECOMMENDATIONS
I Optimal Hardware I Optimal Software
Northstar CIS 6.4 Application & Database Server Northstar CIS 6.4 Application & Database Server
• Quad Xeon Processor (required) • Windows 2016
• 2 x Quad Xeon Processor (recommended) • Wildfly
• 64GB Memory • Java 8.X
• 1000GB lSK (minimum) • SQL Server 2017
• 1000GB lSK SSD or SSHD (recommended)
Northstar CIS Production Extension Server Northstar CIS Production Extension Server
(Reports Anywhere, eDocs) • Windows 2016
• Dual Xeon Processor
• 16GB Memory
• 2 X 72GB lSK SAS Drives
Northstar CIS Production Extension Server Northstar CIS Production Extension Server
(CUSTOMER CONNECT) (CUSTOMER CONNECT)
• Dual Xeon Processor • Windows 2016
• 32GB Memory
• 500GB lSK SAS Drives
Northstar CIS 6.4 Client Computer Northstar CIS 6.4 Client Computer
• Quad Core CPU (Intel Core2, AMD Phenom ... ) • Windows 10
• 40GB hard drive (or higher) • JRE 8.X
• 6GB Memory (minimum) • Microsoft Office 2010
• 8GB Memory (recommended)
• Minimal resolution: 1360 x 768
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February 26, 2019 Item #2 Page 126 of 178
Revision Control
Document Title: Carlsbad -NorthStar CUSTOMER CONNECT Implementation SOW
Author: Pav Sekhon, Account Executive
Version Date Author Details / Comments
Version 1.0 2018-01-26 P Sekhon Initial version of the document.
Version 1.1 2018-04-13 ML Whitehead Updated bill presentment to reference PDF and
First Data payment processor.
Version 1.2 2018-08-08 P Sekhon Minor changes to various sections of language.
Added flexibility with Payment Processor. Added
SSRS to bill presentment.
Version 1.3 2018-11-07 P Sekhon Updated Travel and Living Expense language.
NORTHISTAR. Page 34 February 26, 2019 Item #2 Page 127 of 178
TABLE OF CONTENTS
1 Introduction ............................................................................................................................ 36
1.1 Objective ..................................................................................................................................... 36
2 Service Description .................................................................................................................. 37
2.1 Areas within Scope ...................................................................................................................... 37
2.2 Areas Out of Scope ...................................................................................................................... 44
3 Estimated Timeline .................................................................................................................. 46
4 Change Management Process ................................................................................................... 47
5 Fees & Payment Schedule ........................................................................................................ 48
5.1 Fees ............................................................................................................................................. 48
5.2 Payment Schedule ....................................................................................................................... 48
5.3 Travel and Living Expenses .......................................................................................................... 49
6 Termination ............................................................................................................................. 49
7 Project Assumptions ................................................................................................................ 51
8 Document Acceptance and Signoff ........................................................................................... 53
9 Appendix A -Northstar CUSTOMER CONNECT -Typical Hardware Recommendations .............. 54
NORTHISTAR~ Page 35 February 26, 2019 Item #2 Page 128 of 178
1 INTRODUCTION
This Statement of Work (SOW) defines the work to be performed by Northstar Utilities
Solutions, hereafter referred to as "Northstar", an unincorporated division of N. Harris
Computer Corporation, for the City of Carlsbad, hereafter referred to as "Carlsbad", to
migrate from the Northstar eCARe web portal to NorthStar's CUSTOMER CONNECT 6
platform. This SOW includes a high-level timeline, fees, and other terms and conditions
specific to the services requested by Carlsbad.
The purpose of this document is to provide information on the features and value of
CUSTOMER CONNECT 6, along with the level of effort associated with the
implementation, for those customers upgrading from the eCARe web portal.
1.1 Objective
The overall project objective is to provide Carlsbad with a 'customer presentment'
solution that will allow their customers to securely log in and view, monitor and manage
their account information and historical billing and payments.
The high level objectives of this project are to:
• Install, configure and implement core CUSTOMER CONNECT solution defined in
section 2. This solution will be installed on a Carlsbad premise based server.
• Deliver system training designed to develop user competency with the use and
configuration of the CUSTOMER CONNECT solution.
Changes to this document shall be made through a change management process as
described later in this SOW.
NORTHISTAR-Page 36 February 26, 2019 Item #2 Page 129 of 178
2 SERVICE DESCRIPTION
2.1 Areas within Scope
2.1 .1 Implementation Scope
All activities to be performed remotely, unless otherwise requested.
Northstar will deploy two instances of the CUSTOMER CONNECT platform and
applications in the Carlsbad environment: one Test instance and one Production
instance.
2.1.2 CUSTOMER CONNECT Core Functionality
Administrative Functionality
• Administration of users
• Configure customizable text (i.e. disclaimers, welcome messages) presented to
users
• Integration and administration of Google Analytics
• Manage appearance of CUSTOMER CONNECT pages
o Add logo to appear in the header of the page
o Hide menu items that are not required by your organization
o Add and edit content in pre-defined sections of the CUSTOMER
CONNECT portal, ie. "Other News" located on the main page, About Us
page and Contact Us page.
o Customize the marketing footer including addition of pre-defined social
media links
'My Account' Functionality
• View and manage account information
o Registration of new residential accounts (per validation method setup in
the administration portal)
■ Account/Occupant + Customer Number
■ Account/Occupant + Meter Number
■ Account/Occupant + Either of last 2 bill amounts
o Update password
o Update email address
o View account summary information
NORTHISTAR. Page 37 February 26, 2019 Item #2 Page 130 of 178
Pay & View Bills Functionality
A continuation of NorthStar's customer portal this application level module builds upon
the relationship between the utility and its customer. Includes functionality related to
billing.
List of features
• View billing information
o View billing summary
o Bill presentment options:
• View PDF bill through the NorthStar SSRS bill print.
• View payment arrangements -Customers can view their payment
arrangement due dates within a given time range, reducing effort
required from collections and customer service staff.
o Manage payment related information
• Make payment from CUSTOMER CONNECT provided the payment
processor is Invoice Cloud
• Make payment from CUSTOMER CONNECT home page without
logging in
o Pre-Authorized Payment
• Subscribe to PAP
o eBilling
• Subscribe to eBilling
Service Orders
List of Features
• Moving In? Register Your New Service
o New customer of the utility can submit a move-in service request.
• Move-in validations -Customer's social security numbers and dates of birth are
configurable by user and can be required for any new customer move-in
requests.
• Request your service start, stop, or transfer on line
o Request to Move-in: request to activate new account and services.
o Request to Move-out: request to finalize my account and services.
NORTHISTAR-
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o Request to Transfer: request to move me and my services from one
account to another.
• Admin will maintain access and control to manage verbiage
o Title of Manage Services page
o Ability to add content in text form
• Service order schedule date validation -Leveraging established service order
scheduling date restrictions within Northstar CIS allows users the ability to
schedule services on valid dates.
2.1.3 Supported Integrations
2.1.3.1 Integration to the Billing Data
To ensure that the customer is presented with their most up to date and historical billing
information, CUSTOMER CONNECT integrates directly to the NorthStar CIS for billing
data. This integration is also completed through the use of web services and creates a
logical separation from CUSTOMER CONNECT and the Northstar CIS to ensure that
security concerns are considered and respected.
2.1.3.2 Integration with Bill Print Viewer
For this implementation Carlsbad will implement NorthStar's new SSRS bill print for on line presentment
through CUSTOMER CONNECT 6.
2.1.3.3 Integration with Online Payment Provider Partner
Carlsbad's payment processor is First Data. As such, CUSTOMER CONNECT will
interface with First Data to offer online payment transactions via a flat file integration.
As First Data is not a Northstar preferred partner single sign on and near real time
integration are not available with CUSTOMER CONNECT 6.
2.1 .4 Customer Authentication
As part of the transition from the eCARe solution to CUSTOMER CONNECT 6 solution,
end consumer users who are already registered in eCARe will have their registration
information migrated to the new CUSTOMER CONNECT 6 solution. They will be
notified by email at the time of transition to reset or their password or the first time they
log in to CUSTOMER CONNECT 6 they will be promoted to reset their password and
will receive an email notification as part of the process.
Migration Process:
• Script is run to migrate accounts from eCARe to Version 6
• Only the most recent user account is migrated to CUSTOMER CONNECT 6
NORTH!STAR" Page 39 February 26, 2019 Item #2 Page 132 of 178
• A report is generated of all the accounts that could not be created for review and
remediation
• Ability to hold off sending email notification until User Account list has been
reviewed and any issues have been resolved
2.1.5 Future Roadmap Features & Functionality
Northstar is committed to significant ongoing investments in research and
development. Based on feedback from our valued customers, and the utility industry as
a whole, new features, functionality, product and service offering concepts emerge for
consideration. In collaboration with our customers, Northstar evaluates and prioritizes
these items along with other product development roadmap commitments. Some
elements of our roadmap are dynamic to allow for agile development and we also
commit portions of resources to supporting large initiatives that require long-term
dedications. We are excited to share some of these relevant updates with you.
NorthStar's new CUSTOMER CONNECT version 6 demonstrates our latest innovations
in user interface and experience redesign intended to maximize enrollment and ease of
use. Designed specifically for mobility over any device or browser, Northstar
CUSTOMER CONNECT has an ambitious roadmap ahead.
Highlights include, but are not limited to;
• Deposits on move-ins -During the new customer move-in process, deposits are
enforced to reduce the risks associated with lack of customer account history.
• Interval usage -Interval, time-of-use and net-metering information are displayed,
by account, to provide customers with deeper insights into their usage and
contributions over time.
• Generic service order requests -Customers are provided the option to request
various services, reducing the call volume for customer service representatives.
• Seamless integration with Northstar CIS -To empower CSRS with timely and
relevant information, and enable better customer service, CSRs are provided the
ability to view CUSTOMER CONNECT as if they were the customers logged into
their account.
• Usage consumption notifications -Customer can be notified of their usage
patterns, even in various weather conditions, and anomalies may be addressed
before they turn into issues.
• Transfer Service -Customer are provided the ability to easily transfer their
services to another premise without having to engage utility staff.
• Single-sign-on with 3rd party authentication -Streamlining the log-in process for
users through secure validation using 3rd party payment processors protects
NORTH!STAR-Page 40 February 26, 2019 Item #2 Page 133 of 178
customers and the utility from security threats and the risk exposure associated
with it.
2.1 .6 Project Management
A Northstar Project Manager (PM) will be the primary point of contact for Carlsbad on
the CUSTOMER CONNECT 6 upgrade. The PM has the overall accountability to
successfully deliver the services required for a successful CUSTOMER CONNECT 6
upgrade within agreed upon timeframe and budget. The project team will directly report
to the PM and the PM will have the authority and support to manage the project team in
the best interest of the project. The PM is also accountable for the following high-level
project activities:
• Interface with Carlsbad assigned PM.
• Conduct regular internal project meetings to ensure that all aspects of the project
are understood by the team and that progress and risks are properly reported.
• Conduct regular project meetings with Carlsbad.
• Review of project status, schedule, risks, resources as well as any other issues
that may affect the success the project.
2.1.7 CUSTOMER CONNECT Installation & Configuration
• Carlsbad will be provided with a CUSTOMER CONNECT Deployment and Configuration checklist
as part of the project kick off which is required to be completed by Carlsbad in full prior to the
installation of CUSTOMER CONNECT 6.
• Carlsbad will need to have the latest release of Northstar 6.4 deployed as part of the CUSTOMER
CONNECT installation.
• Carlsbad will have 5 business days to complete and return the Deployment and Configuration
checklist. In the event that Carlsbad needs to extend completion of the Deployment and
Configuration checklist beyond the 5-business day window Northstar will provide a change order
for the extended period.
2.1.8 CUSTOMER CONNECT Implementation and Training
CUSTOMER CONNECT Overview Session:
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• The CUSTOMER CONNECT Overview session is held with the core project team
at the beginning of the project kick-off phase. As part of the session Northstar
will provide a walk-through of the basic functionality to assist with understanding
the CUSTOMER CONNECT solution and to guide the completion of the
Deployment and Configuration checklist.
CUSTOMER CONNECT UA T Training Session:
• The CUSTOMER CONNECT UAT training Session will be held after NorthStar
has completed the configuration and testing of the CUSTOMER CONNECT 6
application. The objective of the overview session is to introduce the users who
will be conducting the acceptance testing to the CUSTOMER CONNECT 6
application .
CUSTOMER CONNECT Administrator Training Session:
• CUSTOMER CONNECT Administrator training is held with those users who will
be responsible for maintaining the portal post Go LIVE. This session will show
administrators how to manage user accounts and will familiarize them with those
elements of the CUSTOMER CONNECT portal that they have the ability to
update and/or add content to.
CUSTOMER CONNECT CSR Training Session
• The CUSTOMER CONNECT CSR training session will introduce those CSRs to
the CUSTOMER CONNECT application who may not participated in the
Overview session or User Acceptance Testing. As part of the session we provide
a walk-through of the basic functionality to assist with understanding the
CUSTOMER CONNECT solution and some guidance to managing customer
requests
2.1.9 CUSTOMER CONNECT User Acceptance Testing (UAT)
• Northstar will provide Carlsbad site-specific test scripts for User Acceptance
testing. Upon completion of testing Carlsbad will submit a signed copy of the
UAT script confirming all areas of CUSTOMER CONNECT 6 have been
successfully reviewed as a prerequisite for Northstar to schedule the Go LIVE
activities.
NORTHISTAR"
~TIUtlESSDWTIONS Page 42 February 26, 2019 Item #2 Page 135 of 178
• Carlsbad will have two weeks to complete the initial round of User Acceptance
Testing. During that two-week period Northstar will work with Carlsbad to
remediate all priority 1 issues. Carlsbad will then have one week of final
Acceptance testing prior to scheduling Go LIVE.
• In the event that Carlsbad needs to extend User Acceptance Testing beyond the
initial two week and subsequent two week windows for UAT remediation testing,
Northstar will provide a change order for the extended testing support.
2.1 .10 Carlsbad Responsibilities
Following are the key responsibilities of Carlsbad under this agreement:
• Purchasing MS-SQL license -if required.
• Ensuring Northstar has direct, dedicated remote technical connection capabilities
with administration access to any server that the NorthStar applications reside on for
the duration of the upgrade project
• Ensuring that underlying infrastructure for CUSTOMER CONNECT is acquired and
installed by the required time per agreed upon project plan (Note: minimum
specifications for servers and workstations should be discussed and agreed upon at
commencement of project)
• Installing server with appropriate network connectivity
• Installing operating system and partitioning disk space
• Installing database software
• Creating users at the operating system level
• Installing VPN connection
• Configuring back up and maintenance routines for new database
• Testing hardware components and environment
• Conducting CUSTOMER CONNECT Acceptance testing
• Leading Go LIVE activities
• Timely completion of the Customer Connect Configuration and Customization
checklist
2.1.11 Engagement Completion Criteria
The Engagement is deemed completed once upgraded application has been deployed
to the live environment for twenty business days and that any Priority 1 items raised
NORTHISTAR-Page 43 February 26, 2019 Item #2 Page 136 of 178
during that period have been resolved. Northstar has the exclusive right to classify call
types according the definitions below.
Call Type Definition
Priority 1 -Urgent or High Priority • System Down (Software Application, Hardware, Operating System,
Database)
• Impacts Critical Business Function without a workaround
• Performance issues of severe nature impacting critical processes.
Priority 2 -Medium Priority • System errors that have workarounds
• Impact to business function is not critical:
• Performance issues not impacting critical processes
• Usability issues
• Workstation connectivity issues (Workstation specific)
Priority 3 -Low Priority • Minimal or no impact to critical business function
• Report formatting issues
• Training questions, how to, or implementing new processes
• Aesthetic issues
• Issues with workarounds for large majority of accounts
• Recommendations for enhancements on system changes
• Questions on documentation
2.2 Areas Out of Scope
Anything in this section and not listed in the above "Areas within Scope" is considered
out of scope for this SOW. Specific items that are currently out of scope of this
engagement include:
• Single Sign-on Authentication with another web portal
• Supporting third party integration of the CUSTOMER CONNECT login screen
• Any customizations made to legacy web portals; i.e. eCARe, CUSTOMER
CONNECT 1 that is not part of current functionality within CUSTOMER
CONNECT 6.
• Any standard eCARe functionality that is not part of current functionality within
CUSTOMER CONNECT 6.
• Database maintenance and backups (As part of the CUSTOMER CONNECT
implementation, the CUSTOMER CONNECT team will work with the customer to
ensure that they understand what the requirements are for backup and frequency
of backups)
NORTHISTAR-Page 44 February 26, 2019 Item #2 Page 137 of 178
4 CHANGE MANAGEMENT PROCESS
Northstar will maintain the SOW with formal documentation denoting agreed upon
changes. Carlsbad and Northstar may propose changes to this SOW addressing
services falling outside the scope of services described in this SOW ("Change"). The
Change Order form must be used for all change requests. Northstar shall have no
obligation to commence work in connection with any change until the fee and schedule
impact of the change is agreed upon in a written Change Order form signed by the
designated representatives from both parties.
Upon identifying the need for a change, Northstar shall submit the change on our
standard Change Order form describing the change, including the impact of the change
on the schedule, fees and expenses.
Within 5 consecutive business days of receipt of the change order form, Customer shall
either indicate acceptance or rejection of the proposed change by signing the Change
Order form or any other period of time mutually agreed to by the parties. If Northstar is
advised not to perform the change, then Northstar shall proceed only with the original
services. In the absence of Customer acceptance or rejection of the Change Order,
Northstar will not perform the proposed change.
NORTHISTAR" Page 47 February 26, 2019 Item #2 Page 140 of 178
5 FEES & PAYMENT SCHEDULE
5.1 Fees
CUSTOMER CONNECT Implementation
License
Unit Cos1 Quantity Total Maintenance
CUSTOMER CONNECT 6 $30,000 1 $30,000 license
eCARe license credit ($15,000)
License Total $15,000 $3,750*
Professional Services $16,170
-Project Management
-Installation & Configuration
-Acceptance Testing Support
-Go LIVE Cut Over
-Post LIVE Support
Invoice Cloud Integration (Included) NIA
Services Total $16,170
Technology, Communication, $1,560
Administration
Project Total $32,730 $3,750
*Maintenance is incremental to eCARe
5.2 Payment Schedule
Any mutually agreed upon change controls will be billed at the standard Northstar
hourly rate when incurred. An additional amount equal of 5% of the total fees billed has
been included in the fee charged to cover technology, communication and
administrative costs. Price excludes any applicable taxes.
The Northstar fees for the scope of services described in this Statement of Work,
including the technology, communication and administrative fee, is $32,730 based on
fixed price plus any travel and logistics (T&L) which may be required.
NORTHISTAR-Page 48 February 26, 2019 Item #2 Page 141 of 178
5.2.1 Professional Services
• 50% on SOW signing
• 20% on installation of CUSTOMER CONNECT software in the customer
environment on a non-production server.
• 20% on move to production environment
• 10% 30 days post go-live
5.2.2 License
• 100% on SOW signing
5.2.3 Maintenance
• Incremental maintenance fees are initially payable on installation to a non-
production environment and annually thereafter.
Invoices are payable upon receipt.
Quote is valid until the date specified. After such time the quote will be considered expired and
would need to be reassessed and re-quoted if still required.
5.3 Travel and Living Expenses
On-site visit for the Customer Connect 6 deployment are not required, thus the above
mentioned fees do not include any travel and per diem expenses.
Any travel time will be billed at $75/hour. Carlsbad shall also pay or reimburse travel
expenses plus a per diem reasonably incurred in furtherance of Northstar duties
hereunder.
6 TERMINATION
Unless Northstar and/or the City of Carlsbad exercises its right to terminate this SOW
due to material breach or default, Northstar must provide, and Carlsbad must purchase,
services from Northstar for the items defined within this SOW.
If Carlsbad and/or Northstar exercises its right to terminate this SOW due to material
breach or default, or Customer and/or Northstar terminates this SOW without cause,
NORTHISTAR~
UTILHIHSOLUTIOHS Page 49 February 26, 2019 Item #2 Page 142 of 178
Customer's obligation includes the following:
• Provide notice of 10 calendar days for termination without cause;
• Return the software to Northstar and certify, under the hand of a duly authorized
officer of the Organization, that all copies of the software or any part thereof, in
any form , within the possession or control of the Organization have been
returned to Northstar. (if applicable)
• Complete payment for services performed and expenses incurred prior to
termination including:
• Any amounts previously invoiced but unpaid;
• Fees for services performed through the termination date which has not been
invoiced; and
• Any approved travel and living costs.
NorthStar's obligation includes the following:
• Provide notice of 10 calendar days for termination without cause;
Under no circumstances shall Northstar be liable for any special, indirect,
consequential, punitive or incidental damages of any kind and shall not be liable for loss
of profits, works stoppage, system failure or malfunction, loss of data or any other
damages or losses in connection with this statement of work, even if Northstar has
been advised of the possibility of such damages. In any event, Northstar shall not be
liable to pay any amount, in the aggregate, that is greater than the fees received by
Northstar under this statement of work.
NORTHISTAR~
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7 PROJECT ASSUMPTIONS
The Services, fees and delivery schedule for this engagement are based upon the
following assumptions:
• Any items not explicitly identified within this document are considered out of scope.
Any changes to those responsibilities and/or deliverables will be considered a change
in scope for the engagement. Any proposed change to the engagement scope must
be put into written format and be submitted to Northstar during this engagement for
review and consideration.
• This engagement currently has, and will continue to have, the support of senior
Carlsbad management and will be assigned sufficient priority with respect to other
project to ensure its success.
• Carlsbad will assign a lead to act as an internal resource and gu ide throughout this
engagement.
• Carlsbad will secure the appropriate staff in a timely fashion in order to discuss or
review the various materials produced when required.
• Carlsbad will provide access and support from the IT group and any other stakeholder,
as deemed necessary by Northstar throughout this engagement.
• Carlsbad agrees to facilitate any required Carlsbad Corporate logistics for the
fulfillment of this agreement.
• Carlsbad will secure, as required and in a timely fashion, the assistance and
cooperation of third party vendors (e .g. CIS, AMI, Payment, Bill View) to ensure a
successful CUSTOMER CONNECT implementation. A change control may be
created if the third-party vendor is unavailable or non-cooperative and as such results
in an impact to the schedule or effort.
• Third party vendor solutions are able to provide information required by the
CUSTOMER CONNECT as well as accept information provided by the CUSTOMER
CONNECT.
• All documentation provided by Carlsbad shall be up-to-date and accurate or if that is
not the case, advise Northstar as such.
• All hardware, software, and network components supplied by Carlsbad are working
properly and are free of defects and will meet minimum hardware standards provided
during the engagement.
• To minimize project costs, the majority of project work will be performed at one of the
NorthStar's locations except for project activities where face-to-face is deemed more
effective.
• Carlsbad will provide the appropriate remote access to its network, facilities, and
systems as may be required to perform activities from one of NorthStar's locations.
Northstar shall abide by all rules and directions of Carlsbad when accessing the
Customer's network, facilities or systems.
fS
NORTHJSTAR" Page 51 February 26, 2019 Item #2 Page 144 of 178
• Price does not include Carlsbad approved travel and living expenses that may be
required as part of the delivery of the engagement unless specified in the contract (i.e.
air, car rental, gas, per diem and hotel). Northstar will work with Carlsbad to identify
most cost-effective accommodations for Carlsbad on-site activities that are mutually
agreed upon.
• Upon deployment of the custom modifications or interfaces into Northstar TEST,
Carlsbad will have thirty (30) calendar days for acceptance testing, during which time,
issues reported within the 30 days will be resolved at no charge provided they are part
of the original scope of work. At that time the custom modification or interface will be
promoted to the production environment on agreement from Carlsbad.
• All changes or issues reported after 30 days from promotion to production will be
considered billable, unless a prior arrangement or extension to the acceptance period
is made.
• If the testing period extends past 15 calendar days there will be an additional charge
to move the application into production unless a prior arrangement or extension has
been agreed upon.
• Carlsbad resources will be available as required for Acceptance Testing. It is expected
that the individuals identified will have experience in the day-to-day operations and
will work closely with the Northstar Consultant to resolve issues as required. The main
purpose for this interaction is to provide a quick and consistent response to procedural
issues so that the Northstar Consultant is not required to contact a large number of
Users.
• CUSTOMER CONNECT 6 may have dependencies on Northstar database and
code libraries being up-to-date. Carlsbad's TEST environment will be patched up to
the latest Maintenance Release prior to deployment of the custom mod. Note;
CUSTOMER CONNECT testing phase may need to be extended based on the
number of upgrade patches required to properly update the TEST environment to
the Northstar recommended release state.
NORTHISTAR-Page 52 February 26, 2019 Item #2 Page 145 of 178
February 26, 2019 Item #2 Page 146 of 178
9 APPENDIX A-NORTHSTAR CUSTOMER CONNECT -TYPICAL HARDWARE
RECOMMENDATIONS
CUSTOMER CONNECT recommends two installation environments, a test instance
and a production instance. All environments can be run within a virtual configuration so
long as the adequate number of physical resources are allocated appropriately to the
virtual machine.
In all cases, the database environment recommended is SOL Server 2014 and this will
be installed and configured as part of the implementation process.
The production environment will require the purchase of a certificate from a central
authority (CA) to ensure that the application can be configured for use on a secure port
forSSL.
Test Environment
Component Specification
Processor 2 or more Quad-Core Intel® Xeon® 2.00GHz processors,
2x4MB L2 Cache (or larger), 1333MHz Front Side Bus (or
faster)
Memory 16GB DDR2 400MHz
Dual Ranked DIMMs (or better and upQradeable)
Storage 500 GB
Network Access Dual 1 GB network cards
Operating Microsoft Windows Server 2012 R2
System
Other Backup software and hardware. Virus protection software
Production Environment
Component Specification
Processor 2 or more Quad-Core Intel® Xeon® 2.00GHz processors,
2x4MB L2 Cache (or larger), 1333MHz Front Side Bus (or
faster)
Memory 32GB DDR2 400MHz
Dual Ranked DIMMs (or better and upgradeable)
Storage 500 GB
Network Access Dual 1 GB network cards
Operating Microsoft Windows Server 2012 R2
System
Other Backup software and hardware. Virus protection software
NORTHISTAR. Page 54 February 26, 2019 Item #2 Page 147 of 178
RESOLUTION 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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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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• 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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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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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
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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.
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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"
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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
General Counsel Approved Version 6/12/18
25 February 26, 2019 Item #2 Page 174 of 178
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
General Counsel Approved Version 6/12/18
26 February 26, 2019 Item #2 Page 175 of 178
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
General Counsel Approved Version 6/12/18 February 26, 2019 Item #2 Page 176 of 178
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.
General Counsel Approved Version 6/12/18
28 February 26, 2019 Item #2 Page 177 of 178
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
General Counsel Approved Version 6/12/18
29 February 26, 2019 Item #2 Page 178 of 178
To the members of the:
CITY COUNCIL /
Ar1Jq~CA_u<;c V j Date CM _J_ CCOO _'_
Council Memorandum
Feb.26,2019
To: I\ Honorable Mayor Hall and Members of the City Council
From: ,~r Gary T. Barberio, Assistant City Manager ~
Via: Scott Chadwick, City Manager
{cityof
Carlsbad
Re: Responses to Questions from February 25 City Council Briefings
Agenda Item No. 2 -Agreements with Northstar Utilities Solutions and Invoice Cloud for Utility
Billing System Upgrade and Payment Services
Question 1: Per our CMC, why was this not pursued through a RFP process?
Answer: An RFP process was not used as the city is upgrading software it already has a license
for from the company that created the software. The software upgrade can only be obtained
from the company that created the software. During the contract process, city IT staff
investigated whether the upgrade could be obtained from any other source and was unable to
find any other vendors. Therefore, the city IT Department is bringing forward the contracts for
City Council consideration pursuant to CMC 3.28.060(A)(2), as there is only one firm that can
reasonably provide the services. ·
Agenda Item No. 3 -Energy Conservation and Electric Vehicle Charging Infrastructure
Ordinances
Question 1: Please provide the link to the costing and technical studies referenced.
Answer: http://carlsbadca.gov/services/depts/pw/environment/cap/ordinances.asp
Question 2: What outreach specifically to residents was conducted?
Answer: Two of the proposed CAP ordinances affect residents directly, the energy efficiency
and EV charging ordinances. Based on past permit data, the number of projects that would
meet the threshold in a typical year is between 30 and 50. Since it was not possible to identify
those residents potentially considering major remodels in the future, the project team
prepared informational materials about the proposed ordinances and made them available on
the city website, at the Faraday Center building counter, the City Clerk's Office and Dove
Library. In addition, the project team reached out to the architects, builders and contractors
who have worked with residents on projects of this size in recent years and who generally do
business in Carlsbad.
City Manager's Office
City Hall 1200 Carlsbad Village Drive I Carlsbad, CA 92008 I 760-434-2820 t
Honorable Mayor Hall and Members ofthe City Council
Feb.26,2019
Page 2
Agenda Item No. 4-Citywide Transportation Demand Management Plan
Question 1: What are the results from the city employees' survey with iCommute last year?
Answer: The survey with iCommute of city employees was conducted in 2016. Some highlights
of the results include:
1. 146 of 168 people who responded to the question said they drive alone 4 or 5 days a
week
2. Just over 66% of people who responded to the question stated they would be willing to
try a different commute choice to get to/from work. Of the commuting options,
respondents could choose multiple alternative modes of transportation, and results are
below:
• Carpool (48.7%)
• Bike (40.3%)
• Vanpool (31.1%)
• COASTER (26.9%)
• Bus (13.4%)
• Trolley-presumably to other transit {10.9%)
• Walk (9.2%)
3. When asked why they drive alone the majority of the time, the top three reasons
chosen (each participant was asked to choose up to three reasons) were:
• I need to run errands before or after work
• I don't have anyone to carpool/vanpool with
• I have an irregular work schedule
Question 2: What is the status of the Trolley Feasibility Study and timeline?
Answer: Staff from the Transportation Division of Public Works are working with the consultant
to finalize the Phase 1 and 2 analyses and expect to present the results to City Council and
request further direction within three months.
Question 3: What examples do we have from other agencies that have already adopted TDM
ordinances?
Answer: In developing the TDM ordinance, consultants looked at other examples ofTDM
ordinances and programs.
Contra Costa County in California adopted a TDM ordinance in 1997. Data related to the
ordinance was not available. However, the county's voluntary employer program 511 Contra
Costa recorded impacts of their voluntary TDM program and cited the countywide van pool
Honorable Mayor Hall and Members of the City Council
Feb.26,2019
Page 3
program as reducing 1,001,160 vehicle miles in FY 2007 /8, and programs that focused on
employer-based trip reduction reduced 15,317,880 vehicle miles in FY 2007 /8.
Another example, Arlington County, VA, established their TDM program, Arlington County
Commuter Services, in 1989 and was updated in 2013. The TDM strategic plan reports that
between 2001-2010, single occupancy vehicle trips within the region dropped by 9% for those
that live in the region, and 6% for those that commute into the region. Their programs helped
shift 42,000 single occupancy vehicle trips to transit, carpool, walking and bicycling as reported
in FY 2013.
These results, along with others, are contained in a TDM best practices document prepared for
the city by a SAN DAG consultant to assist in development of the TDM ordinances. Other cities
included in the analysis include Santa Monica, Seattle, San Francisco, Cambridge, and
Alexandria.
cc: Celia Brewer, City Attorney
Elaine Lukey, Chief Operations Officer
C cicyof
Carlsbad
Memorandum
February 26, 2019
To: Mayor and City Council Members
From:
All Receive -Agenda Item # ;;).
For the Information of the:
CITY COUNCIL
AC_¥..J/.CA ✓cc V/
Date~CM v'coo-_
Via
Re:
Maria Callander, IT Director
Maria.Callander@carlsbadca.gov or 760-602-2454
Vicki Quiram, Utilities Director
Vicki.Quiram@carlsbadca.com or 760-6~0-7307
Elaine Lu key, Chief Operations Officer tf--
Additional Material/Information Regar ing Staff Report Item #2 -Agreements
with Northstar Utilities Solutions and Invoice Cloud for Utility Billing System
Upgrade and Payment Services
This purpose of this Memorandum is to provide changes related to the Feb. 26, 2019, Staff
Report and Resolution authorizing the city manager/executive manager to execute a Master
Service Agreement with N. Harris Computer Systems dba Northstar Utilities Solutions to
upgrade the utilities billing system and bill presentment software in an amount not to exceed
$683,384 for a four-year period.
Below is a line-by-line itemization of the changes between the original Staff Report and the
revised Staff Report.
Exhibit 1, Attachment A-of the City Council Resolution
• Exhibit A with Northstar Utilities Solutions on page 17 now reads "Version 1.15" after
... Dec. 18, 2018, replacing Version 1.14.
• Exhibit A with Northstar Utilities Solutions on page 17 now reads "March 31, 2019" after
.. .SOW VALID UNTIL:, replacing Jan. 18, 2018.
• Exhibit B with Northstar Utilities Solutions on page 40 now reads "Version 1.4" after
... Nov. 8, 2018, replacing Version 1.3.
• Exhibit B with Northstar Utilities Solutions on page 40 now reads "March 31, 2019" after
... SOW VALID UNTIL:, replacing Dec. 20, 2018.
Exhibit 3, Attachment A -of the Carlsbad Municipal Water District Resolution
• Exhibit A with Northstar Utilities Solutions on page 104 now reads "Version 1.15" after
... Dec. 18, 2018, replacing Version 1.14.
• Exhibit A with Northstar Utilities Solutions on page 104 now reads "March 31, 2019"
after ... SOW VALID UNTIL:, replacing Jan. 18, 2018.
• Exhibit B with Northstar Utilities Solutions on page 127 now reads "Version 1.4" after
... Nov. 8, 2018, replacing Version 1.3.
• Exhibit B with Northstar Utilities Solutions on page 127 now reads "March 31, 2019"
after ... SOW VALID UNTIL:, replacing Dec. 20, 2018.
C: City Manager
City Attorney
City Clerk Services Manager
Maria Callander, IT Director
Vicki Quiram, Utilities Director
February 26, 2019
2. Agreements with
NorthStar Utilities Solutions
and
Invoice Cloud
Contract Amount/Term
•Total cost of $1,083,384
•One Time Implementation costs: $325,771
•Annual/ongoing costs:
•Annual maintenance and support for a four year period for a
total of $357,613
•Annual payment processing based on transaction volume for
a total of $400,000
•Funding included in annual budget process
•Implementation scheduled to take 9 to 12 months
Why
•Current Utility Billing System has been in place since 1999
and is being phased out.
•75,000 Customers use the outdated system to pay for
Water, Recycled Water, Sewer, and Trash Services.
•Provides improved customer interface.
•Payment Card Industry (PCI) Compliance
•Liability shifts from City to Invoice Cloud
Staff Recommendation
Adoption of a Resolution authorizing the City Manager to
execute agreements with
1.NorthStar Utilities Solutions to upgrade the Utilities
Billing and Bill Presentment Software and with
2.Invoice Cloud for Implementation of Bill Payment
Services.