HomeMy WebLinkAbout2018-10-30; City Council; Resolution 2018-185RESOLUTION NO. 2018-185
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE TWO
AGREEMENTS WITH CORE BUSINESS TECHNOLOGIES TO PROVIDE
IMPLEMENTATION SERVICES FOR AN UPGRADE TO THE CORE CASHIERING
SYSTEM AND PROVIDE HOSTING SERVICES, IN A TOTAL AMOUNT NOT TO
EXCEED $566,060 FOR A FIVE YEAR PERIOD.
Exhibit 1
WHEREAS, the City of Carlsbad currently uses CORE Business Technologies software for the
city's cashiering system; and
WHEREAS, the City Council of the City of Carlsbad, California has determined that the most
advantageous way to meet current cashiering security standards is to implement an upgrade to the
current cashiering system; and
WHEREAS, Wonderware Inc. dba CORE Business Technologies will provide the technical services
that are required to supply software licensing and ASP hosting services for iPayment Enterprise
software that will be used by the city for a five year period; and
WHEREAS, Wonderware Inc. dba CORE Business Technologies will provide the technical services
that are required to complete an upgrade from CORE One-Step software to iPayment Enterprise
software; and
WHEREAS, the budget to procure the licensing, hosting and upgrade services is available in the
Information Technology budget.
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 a five year agreement to provide software licensing &
ASP hosting services for iPayment Enterprise software with Wonderware Inc. dba CORE
Business Technologies in an amount not to exceed $361,060 (Attached hereto as
Attachment A), is approved and the City Manager is authorized to execute the
agreement on behalf of the city.
3. That the authorization to execute an agreement to provide upgrade services from CORE
One-Step application to iPayment Enterprise software with Wonderware Inc. dba CORE
Business Technologies in an amount not to exceed $156,500 for services and $17,836
October 30, 2018 Item #3 Page 4 of 44
for hardware (Attached hereto as Attachment B), is approved and the City Manager is
authorized to execute the agreement on behalf of the city.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 30th day of October, 2018, by the following vote, to wit:
AYES:
NOES:
ABSENT:
M. Hall, K. Blackburn, M. Schumacher, C. Schumacher, M. Packard.
None.
None.
MA TT HALL, Mayr
(SEAL)
October 30, 2018 Item #3 Page 5 of 44
SOFTWARE LICENSE & ASP HOSTING SERVICES AGREEMENT FOR !PAYMENT ENTERPRISE
WONDERWARE INC. DBA CORE BUSINESS TECHNOLOGIES
l YI\ r~,s.. A ,A,.Gl3EEMENT is made and entered into as of the \ s\-day of ~~ , 20-1£2, by and between the CITY OF CARLSBAD, a municipal corporation,
("City" or "Customer"), and WONDERWARE INC. dba CORE BUSINESS TECHNOLOGIES, an East
Providence, Rhode Island, ("Contractor" or "CORE").
RECITALS
A. City desires a non-exclusive right and license to use the iPayment Enterprise software and
Contractor provided hosting services as defined herein from a services vendor that is experienced in providing
CORE iPayment ASP hosting service.
B. Contractor has the necessary experience in providing an ASP hosting service, and providing
ongoing software support.
C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to
perform such software and hosting services.
D. City and Contractor desire to enter into two separate agreements, including (i) this Software
License and ASP Hosting Services Agreement ("Agreement") for support and upgrades of the iPayment
Enterprise solution, and (ii) a Professional Services Agreement for implementation of the iPayment Enterprise
solution ("Implementation Agreement").
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City
and Contractor agree as follows:
1. INCORPORATION OF SCHEDULES AND EXHIBITS
Any Exhibit or Schedule signed by the parties and referring to this Software License and ASP Hosting Services
Agreement, and any Exhibit or Schedule referred to herein or referring to this Agreement, shall be incorporated
into this Agreement. In the event of a conflict between the documents comprising this Agreement, the provisions
of any Exhibit or Schedule shall take precedence with respect to its subject matter, and the terms of any Exhibit
or Schedule shall take precedence over any other terms.
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 AND TERMINATION
The rights granted under this Software License and ASP Hosting Services Agreement commence as of the
Effective Date and continue for an Initial Term of five years unless this Agreement is sooner terminated as
provided herein.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total maximum fee payable for the Services to be performed during the initial Agreement term will be one
hundred sixty-seven seven hundred dollars ($361,060.00). No other compensation for the Services will be
allowed except for items covered by subsequent amendments to this Agreement. Payments shall be made in
accordance with the schedule contained in Exhibit B.
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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.
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. It is specifically agreed that the City maintains the responsibility for the auditing of
transaction data. Transaction data is defined as information that is captured in iPayment and is either stored in
its transaction database and/or posted to the host system(s) of record for payment application. The action or
lack of action taken by the City as a result of transaction processing is the sole responsibility of the City.
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.
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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).
$1,000,000 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.
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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 Maria Callander
Title Director
Department Information Technology
City of Carlsbad
Address 1635 Faraday Avenue
Carlsbad, CA 92008
Phone No. 760-602-2454
For Contractor
Name Jeffrey Saucier
Title Vice President & General Manager
Address 2224 Pawtucket Avenue
East Providence, RI 02914
Phone No. 401-431-0700
Email jsaucier@corebt.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',KL
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
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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
a) Termination upon Breach. In the event either party gives written notice to the other that such
other party has materially breached the terms of this Agreement, and such breach shall not have been
cured within Sixty (60) business days of the giving of such notice, the party giving such notice shall have
the right to terminate this Agreement at any time thereafter upon written notice of such termination to the
other party with or without additional cause. Notwithstanding the foregoing, CORE may terminate this
License Agreement and the rights granted hereunder if Customer fails to pay any amounts due under
this License Agreement as and when due (CORE will send written notice to Customer advising of such
breach with 60 days to cure). Upon termination for failure to pay amounts due after 60 days after written
notice has been sent to cure the original breach and the remaining payments for the initial term, CORE
may terminate this agreement. Customer must make all remaining payments due in the Initial
Agreement Term within 90 days of termination. Customer shall immediately cease to use the Licensed
Program and, if such matter is not resolved within six (6) months of the above-mentioned written notice,
dispose of Documentation by returning such Documentation to CORE or, at CORE's option, by
destroying the same and certifying such destruction in writing. Upon payment of all amounts due after
Customer has been advised of breach, the Customer may immediately resume use of the Licensed
Program for the remainder of the Initial Agreement Term. THIS AGREEMENT IS NON-CANCELLABLE
FOR THE INITIAL AGREEMENT TERM EXCEPT AS PROVIDED IN THIS AGREEMENT.
b) This Agreement may be terminated by a party due to assignment of the business of the other
party for the benefit of creditors or upon filing of a petition into receivership, or a petition of bankruptcy
(voluntary or involuntary) which has not been discharged within Sixty (60) days.
c) The City is a public entity that is subject to an annual budgetary appropriation process.
Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this
Agreement are, at any time, not forthcoming or insufficient through failure of the City Council to
appropriate funds or otherwise, the City may terminate this Agreement upon thirty (30) days written
notice and with no penalties.
d) Effect of Termination. Upon termination of this Agreement, neither party shall have any further
obligation hereunder except for (i) obligations accruing prior to the date of termination, and (ii)
obligations or covenants contained herein that are expressly intended to extend beyond the term of this
Agreement, including, without limitation, covenants relating to Confidentiality and Indemnification.
e) Actions Upon Termination. Upon termination of this Agreement for any reason, Customer shall
immediately cease use of, and return forthwith to CORE, the Licensed Program and the Licensed
Documentation, and any copies thereof, including Maintenance Modifications and Enhancements.
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
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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 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.
22. SUCCESSORS AND ASSIGNS
This Agreement may not be assigned by either party without the prior written consent of the other party, which
consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Agreement may be
assigned by either party in connection with a merger, consolidation, sale of all of the equity interests of the
party, or a sale of all or substantially all of the assets of the party to which this Agreement relates. Subject to the
foregoing, this Agreement is binding upon and inures to the benefit of the parties hereto and their respective
successors and assigns.
23. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it 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.
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 here)
Mark S. Cohen, President
CITY F CARLSBAD, a municipal
co ora ion of the State of California
ER ITLE OF PERSON
AUTHORIZED TO SIGN (City Manager or
Mayor or Division Director as authorized by
the City Manager)]
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(print name/title)
ATTEST:
By:
(sign here)
City Clerk
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be attached. !f.....£
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. BjEWE~, ~ Attorney
BY: // M (.!_____ --------------Assistant City Attorney
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EXHIBIT B
BILLING/PAYMENT SCHEDULE
Payment Terms:
a. Customer shall pay iPayment Enterprise Subscription License fees in accordance with Exhibit A, billed quarterly in
advance upon delivery of system access (development or test instance) or $8,385.00/quarter.
b. Customer shall pay for the CORE ASP Hosting fees and additional environments in accordance with Exhibit A,
billed quarterly in advance upon delivery of system access ( development or test instance) or $ 7, 785.00/quarter.
c. Customer shall pay for the Gateway and EMV & Point to Point Encryption Support annual fees in accordance with
Exhibit A, upon" Go Live" or $7,532.00/year.
NOTES:
1. The customer is responsible for remitting any applicable sales and use taxes to the local and or State tax authority.
2. Training will be "train the trainer" format.
3. Customer will facilitate supervised access to customer host systems.
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EXHIBITC
CORE !PAYMENT SUBSCRIPTION LICENSE TERMS
SECTION 1 -DEFINITIONS
The definition of terms set forth in this section shall apply when such terms are used in this Exhibits, and any amendments:
1.1 "Agreement Term." The Initial Agreement Term plus any subsequent one year renewals.
1.2 "Designated Customer Personnel." Customer selected employees who are designated to be the front line, first call
User support. These Customer employees answer User questions and elevate questions they are not able to
answer to CORE support personnel.
1.3 "Enhancements." Changes or additions, other than Maintenance Modifications, created by either CORE or by the
Customer, to the Licensed Program or Licensed Documentation that add significant new functions or substantially
improved performance thereto by changes in system design or coding.
1.4 "Error." Problem caused by incorrect operation of the computer code of the Licensed Program or an incorrect
statement or diagram in Licensed Documentation that produces incorrect results or causes incorrect actions to
occur.
1.5 "Error Correction." Either a software modification or addition that, when made or added to the Licensed Program,
establishes material conformity of the Licensed Program to the Licensed Documentation, or a procedure or routine
that, when observed in the regular operation of the Licensed Program, eliminates the practical adverse effect on
Customer of such non-conformity.
1.6 "Initial Agreement Term": A 60-month time period that starts with delivery of system access (development or test
instance).
1.7 "Licensed Documentation." The system and other documentation made available by CORE, for the Licensed
Program.
1.8 "Licensed Program." The computer program specifically identified within the Exhibits herein as applications within
the iPayment Enterprise product line, including object code, written and electronic documentation as well as
related procedural code, Enhancements, Error Corrections and Maintenance Modifications.
1.9 "Maintenance Modifications." Modifications or revisions, created by either CORE or by the Customer, to the
Licensed Program or the Licensed Documentation that correct Errors.
1.10 "Privacy Laws." All present and future laws and regulations relating to the privacy of individually identifiable
medical, financial or other information including, the Health Insurance Portability and Accountability Act of 1996
and rules and regulations promulgated thereunder (HIPAA).
1.11 "Proprietary Information and Intellectual Property." Unpublished and published "know-how" and "trade
secrets" which shall include, without limitation, the Licensed Program, the Licensed Documentation, computer
programs, program designs, algorithms, subroutines, system specifications, test data, charts, graphs, operation
sheets, and all other technical information, owned by CORE or under its control, relating to the development and
production or use of the Licensed Program and the design, configuration, programming, and protocol of the
Licensed Program.
1.12 "Normal Working Hours." The hours between 8:30 AM and 5:00 PM EST. on the days Monday through Friday,
excluding regularly scheduled holidays of CORE. All references to hours of the day refer to Eastern Standard time
(EST).
1.13 "Releases." New versions of the Licensed Program, defined by version number and associated release notes
provided at time of release.
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1.14 "Specifications." The functional performance parameters of the customizations and Enhancements, if any,
developed and delivered by CORE pursuant to this agreement. The final project Specification, once agreed to in
writing by the parties, will be the controlling functional document for the project.
1.15 "Transaction" The creation of a record in the system transaction table with a uniquely assigned transaction
reference number is a transaction. Examples: (i) the posting of a single transaction to a receipt tendered by one or
more payment types (tenders) will result in a single transaction record, (ii) the posting of more than one
transactions to a receipt tendered by one or more tenders will result in transactions equal to the number of items,
(iii) the posting of transactions containing sub transactions will result in the creation of transactions equal to the
number of items plus the number of sub items.
1.16 "Users." The designated Customer employee(s) including contracted staff for whom a unique identifier and
password have been assigned by Customer to access and operate the licensed software.
SECTION 2 -GRANT OF LICENSE
2.1 Scope of License. Subject to compliance by Customer with the terms hereof, CORE hereby grants to Customer, for
the Agreement Term, unless terminated as provided herein, a personal, non-exclusive, non-transferable license (without
the right of sublicense), to: Install the Licensed Program and use it only in object code form solely on computers owned or
leased and used by Customer at its facilities, for up to the number of Transactions specified in this Agreement in Exhibit A,
for the sole and express purpose of supporting the business activities of Customer.
2.2 Minimum Hardware and Software Requirements. Customer acknowledges that in order for the Licensed Program
to be executed, Customer's computers must meet or exceed the minimum published hardware, software (including third-
party software) and communication requirements for the Licensed Program as provided in Exhibit E. Customer agrees
such requirements are subject to change, and that future versions of the Licensed Program may have different hardware
and software requirements than those presently in effect. The acquisition of necessary hardware and software meeting the
requirements then in effect shall be the sole responsibility of Customer. CORE agrees that they have fully disclosed
current hardware, software and operating system requirements for the current release of the Licensed Program.
2.3 Acquisition of Third-party Software. The acquisition of necessary licenses and support for this software shall be the
sole responsibility of Customer. Specifications for this third-party software are provided in Exhibit E. Customer
acknowledges that CORE software support does not cover third-party software unless otherwise specified.
2.4 Custom Modifications. The Customer acknowledges that the standard software listed on Exhibit A does not include
custom modifications, such as software interfaces to the Customer's host systems, check digit routines, interest
computations, OCR edits, etc. The development by CORE of custom specifications is chargeable by CORE at rates not to
exceed Exhibit A for 2 years from date of production use. The Professional Services Agreement provides the scope of
custom modifications, if any. If further definition is needed, it will be agreed to by the parties in a final project Specification.
2.5 Assignment of Rights in Developed Maintenance Modifications and Enhancements. All right, title, and interest in
all Maintenance Modifications and Enhancements developed for Customer during the term of this Agreement are hereby
assigned by Customer to CORE, for CORE's own purposes, whether for CORE's corporate purposes or for CORE's other
third-party Customers, all without any royalty or other payment payable by CORE to Customer. Notwithstanding the
foregoing, CORE shall have no liability therefore under this Agreement, or otherwise at law or in equity, to Customer.
2.6 Availability of CORE Enhancements. CORE agrees to offer to Customer a license to Enhancements that CORE
develops and offers generally to Customers of the Licensed Program according to the terms under Section 9.1.
SECTION 3 -TITLE TO MATERIALS
3.1 Title to Licensed Program and Licensed Documentation. Customer acknowledges that all right, title, and interest
in and to the Licensed Program and Licensed Documentation, including the media on which the same are furnished to
Customer, are and shall remain at all times the sole and exclusive property of CORE. Customer acknowledges that no
such rights, title, or interest in or to the Licensed Program and the Licensed Documentation is granted under this
Agreement, and no such assertion shall be made by Customer. The Licensed Program and the Licensed Documentation
are and shall remain the sole property of CORE, regardless of whether Customer, its employees, or contractors may have
contributed to the conception of such work, joined in the effort of its development, or paid CORE for the use of the work
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product. Customer is granted only a limited right of use of the Licensed Program and the Licensed Documentation as set
forth herein, which right of use is not coupled with an interest and is revocable in accordance with the terms of this
Agreement.
3.2 Title to Enhancements and Maintenance Modifications; Restrictions on Use, Disclosure, Access, and
Distribution. All right, title, and interest in and to any Enhancements and Maintenance Modifications developed by either
CORE or Customer shall remain with CORE. Customer and it's strategic IT partners shall treat all such Enhancements
and Maintenance Modifications in accordance with the restrictions and limitations set forth herein respecting Licensed
Programs and Licensed Documentation.
SECTION 4-FEES AND PAYMENTS
4.1 License Fees. Customer shall pay CORE the iPayment Enterprise Subscription License Fees as set forth in Exhibit
A. Other services supplied by CORE shall be billable in accordance with Exhibit B unless otherwise specified in an
addendum to this Agreement.
4.2 License Key. Upon payment of the iPayment Enterprise Subscription License fee set forth in Exhibit A for the Initial
Agreement Term a software-based license key which is updated through the application configuration tool will enable
operation of the Licensed Program for the associated date range. Payment of the license fee and acceptance of said
license fee by CORE, entitles the Customer to:
Reasonable phone support in the form of counsel and advice on the use of the Licensed Program for
designated Customer personnel; Corrections for problems diagnosed as defects in the Licensed Program;
Solutions or "workarounds" to problems relating to the Licensed Program as such solutions become known
to CORE; All Enhancements to the current version of the Licensed Program or the Licensed
Documentation which are developed in the normal course of product life; All Maintenance Modifications to
the current version of the Licensed Program or the Licensed Documentation as a result of program
maintenance; In the event the Licensed Documentation is completely revised or a new edition is
published, such new editions or complete revisions will be provided as part of the current software product
in filling any new orders after the date of publication, and otherwise may be purchased separately for the
then-current price; and Error Corrections to the Licensed Program or the Licensed Documentation.
4.3 Interest Fee. CORE shall have the right to charge Customer a monthly interest fee of 1.5% (18% annually) for all
undisputed invoices which are over thirty (30) days past due.
4.4 Payment. Payment for all fixed fees and charges shall be in accordance with the payment schedule set forth in
Exhibit B -Billing/Payment Schedule.
4.5 Taxes. The fees and charges specified in this agreement are exclusive of any federal, state, or local excise, sales,
use, and similar taxes assessed or imposed with respect to the service and support provided hereunder. Customer shall
pay any such amounts upon request of CORE accompanied by evidence of imposition of such taxes or provide evidence of
tax exemption status acceptable to the taxing authority.
SECTION 5 PROTECTION OF PROPRIETRY INFORMATION AND MATERIALS
5.1 Acknowledgement of Proprietary Information and Materials; Limitations on Use. Customer acknowledges that
the Licensed Program and the Licensed Documentation and all other Proprietary Information are unpublished works for
purposes of federal copyright law and embody valuable confidential and secret information of CORE, the development of
which required the expenditure of considerable time and money by CORE. Customer shall treat the Licensed Programs
the Licensed Documentation and all other Proprietary Information in confidence and shall not use, copy, or disclose, nor
permit any of its personnel to use, copy, or disclose the same for any purpose that is not specifically authorized under this
Agreement.
5.2 Secure Handling. Except for copies of the Licensed Program installed and operated upon its computers as permitted
hereunder, Customer shall require that the Proprietary Information and the Licensed Documentation to be kept on
Customer's premises shall be maintained in a manner so as to reasonably preclude unauthorized persons from gaining
access thereto, and Customer shall permit access only as necessary for either party's use thereof in accordance with the
terms of this Agreement.
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5.3 Compliance with Privacy Laws. Each party shall also be responsible for ensuring that performance of its obligations
and exercise of its rights under this Agreement comply with all applicable Privacy Laws. If this Agreement or any practices
which could be, or are, employed in performance of this Agreement are inconsistent with or do not satisfy the requirements
of any Privacy Laws, (i) the parties shall agree in good faith upon an appropriate amendment to this Agreement to comply
with such laws and regulations and (ii) the parties shall execute and deliver any documents required to comply with such
Privacy Laws including, without limitation, any business associate agreements required under HIPAA.
5.4 Customer assurance with respect to reverse engineering. Customer shall refrain from taking any steps to reverse
assemble, reverse compile or otherwise derive a source code version of the Licensed Program.
5.5 Proprietary Legends. Customer shall not permit anyone other than CORE to remove any proprietary or other legend
or restrictive notice contained or included in any material provided by CORE.
5.6 Reproduction of Licensed Documentation. Customer may reproduce the Licensed Documentation provided by
CORE, provided that such reproductions are for the private internal use of Customer, and all such reproductions bear
CORE's copyright notices and other proprietary legends.
5.7 Injunctive Relief. Customer recognizes and acknowledges that any use or disclosure of the Proprietary Information
by Customer in a manner inconsistent with the provision of this Agreement may cause CORE irreparable damage for which
remedies other than injunctive relief may be inadequate. In the event of such a violation of this Agreement, CORE shall be
entitled, upon application to a court of competent jurisdiction, to a temporary restraining order or preliminary injunction, to
restrain and enjoin Customer from such violation, without prejudice to any other remedies available to CORE. CORE
recognizes and acknowledges that any use or disclosure of the Proprietary Information by CORE in a manner inconsistent
with the provision of this Agreement may cause Customer irreparable damage for which remedies other than injunctive
relief may be inadequate. In the event of such a violation of this Agreement, Customer shall be entitled, upon application
to a court of competent jurisdiction, to a temporary restraining order or preliminary injunction, to restrain and enjoin CORE
from such violation, without prejudice to any other remedies available to Customer.
5.8 Customer assurance with respect to users. Customer shall assure that Customer's users comply with the terms
and conditions of this Section 5.
5.9 Survival of Terms. The provisions of Section 5.1 through Section 5.9 shall survive termination of this Agreement for
any reason.
5.10 PCI Compliance. All CORE software subject to Payment Application Data Security Standards (PA-DSS) shall be
validated by CORE in accordance with PCI Security Council published requirements. All software provided as a service
which is subject to Payment Card Industry Data Security Standard shall be validated in accordance to the PCI Security
Council published requirements.
SECTION 6-LIMITED WARRANTY, LIMITATION OF LIABILITY, AND INDEMNITY
6.1 Limited Warranty Against Infringement. CORE warrants that to the best of its knowledge the Licensed Program and
the Licensed Documentation, as delivered to Customer, do not infringe any third-party rights in patent, copyright, or trade
secret in the United States.
6.2 Limited Warranty of Conformity. CORE warrants, for the benefit only of Customer, that for the life of this Agreement,
the Licensed Program will conform in all material respects to the Licensed Documentation (except for modifications made
by Customer or by CORE at the request of Customer), but only if Customer maintains uninterrupted Software Support as
described in Section 9. CORE assumes no responsibility for obsolescence of the Licensed Program nor for lack of
conformity occurring from Customer's failure to update the Licensed Program with distributed Enhancements, Maintenance
Modifications, or Error Corrections.
6.3 Force Majeure. CORE shall not be liable for failure to deliver or delays in delivery occasioned by causes beyond
CORE's control including, without limitation, fires, embargoes, war (or other outbreaks of hostility), governmental acts and
regulations, receipt of orders from all sources in excess of its suppliers' then-scheduled production capacity, and other
causes beyond CORE's control.
6.4 Disclaimer. Except as specifically set forth herein, CORE makes no warranties, whether expressed or implied,
regarding or relating to the Licensed Program or the Licensed Documentation or to any other materials furnished or
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provided to Customer hereunder. CORE specifically disclaims all implied warranties of merchantability for use beyond the
scope of this agreement. CORE does not warrant that the functions contained in the Licensed Program will operate in the
combination which Customer selects for use, unless that combination is permitted as a function in the documentation, and
does not warrant that the operation of the Licensed Program will be uninterrupted or error-free.
6.5 Limitation of Liability. Except for other exclusive remedies expressly provided under this Agreement relating to
CORE's warranties and obligations concerning the Licensed Program, Except for gross negligence or intentional acts,
Customer's exclusive remedy in the event of any breach of this Agreement by CORE shall be the recovery of its actual
damages but not to exceed the amount paid by Customer under this Agreement as the License Fee for the Licensed
Program, if the Licensed Program causes Customer's damages, and not to exceed the amount paid by the Customer
under this Agreement as fees for Software Support, if the Software Support causes Customer's damages. The above
stated liability is not applicable in the event of a third-party claim. Except as specifically provided in this Agreement, there
are no other warranties, express or implied, including, but not limited to any implied warranties of merchantability or fitness
for a particular purpose. In no event shall CORE be liable to the Customer for loss of profit, indirect, special, or
consequential damages arising out of any breach of this Agreement or of obligations under this Agreement or the license
granted or for any claim made against the Customer by any other party, even if CORE has been advised of the possibility
of such a claim. CORE shall not be liable for any damages caused by delay in delivery, installation, or furnishing of the
software or other program products or services under this Agreement. This limitation of remedy and damages is pursuant
to and consistent with the Uniform Commercial Code Section 2-718 and Section 2-719, as defined and found in the
General Laws of the State of Rhode Island, Title 6A. No action arising out of this Agreement may be brought by either
party more than three (3) years after the action has accrued. An action shall be considered to accrue when the party knew
or should have known of the damage or other event giving rise to the action. It is specifically agreed that Customer
maintains the auditing of transaction data. Transaction data is defined as information that is captured in iPayment and is
either stored in its transaction database and/or posted to the host system(s) of record for payment application. The action
or lack of action taken by the Customer as a result of transaction processing is the sole responsibility of the Customer.
6.6 Exclusive Remedy. As the exclusive remedy of Customer for any nonconformity or defect constituting an Error in the
Licensed Program for which CORE is responsible, CORE shall use commercially reasonable efforts to provide
Maintenance Modifications with respect to such Error. However, CORE shall not be obligated to correct, cure, or otherwise
remedy any Error in the Licensed Program resulting from any (1) modification of the Licensed Program by Customer, or (2)
failure of Customer to notify CORE of the existence and nature of such nonconformity or defect upon its discovery.
6.7 Non-Approved Modifications. In the event Customer makes use of any software programming in connection with the
equipment supplied by CORE which is not provided by or approved in writing by CORE, the Customer acknowledges that
CORE has made no representation or warranties with respect to any product not supplied by CORE concerning its
performance on the equipment or service supplied by CORE. CORE shall incur no liability to Customer arising out of the
use of such software or devices or the furnishing of such services. Customer acknowledges that no software is being
furnished to Customer by CORE, except pursuant to this Agreement or separate license Agreements between Customer
and CORE.
6.8 Customer Indemnification. Customer shall and does hereby agree to indemnify, hold harmless, and save CORE
from liability against any claim, demand, loss or action (1) resulting from Customer's extraordinary or unreasonable use or
modification of the Licensed Program or the Licensed Documentation or (2) alleging that any Maintenance Modifications
made by Customer infringe any third-party rights in the United States respecting copyright, trade secret, or patent. This
applies only to modifications that have not been authorized by CORE.
6.9 CORE Indemnification. CORE shall and does hereby agree to indemnify, hold harmless, and save Customer from
liability against any claim, demand, loss, or action alleging that the Licensed Program and the Licensed Documentation or
any Maintenance Modifications or Enhancements made by CORE infringe any third-party rights in the United States
respecting copyright, trade secret, or patent.
6.10 New Platform Protection. As long as Customer maintains a continuous software support Agreement with CORE
for each of the modules included herein, Customer shall have the right to transfer the licenses for any and all modules to
any new hardware/platform environment (hardware and system software as defined herein) then currently marketed and
supported by CORE. Customer agrees to pay for any services and out-of-pocket costs associated with the migration to the
new platform. The service costs will be billed at a rate not to exceed costs charged to other clients for similar tasks.
6.11 Disabling Code Warranty Software operations is based on the presence of a valid license key. CORE warrants to
Customer that all Software licensed hereunder does not contain any undisclosed disabling code (defined as computer code
designed to interfere with the normal operation of the Software or Customer's hardware or software) or any program
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routine, device or other undisclosed feature, including but not limited to, a time bomb, virus, drip-dead device, malicious
logic, worm, Trojan horse, or trap door which is designed to delete, disable, deactivate, interfere with or otherwise harm the
software or Customer's hardware or software.
6.12 Virus/Malicious Software Warranty CORE warrants to Customer that: (a) CORE has used its best efforts to scan
for viruses within the Software, and (b) no malicious System will be supplied under this Agreement
6.13 Survival of Terms. The provisions of Section 6.1 through Section 6.13 shall survive termination of this
Agreement.
SECTION 7 -SOFTWARE SUPPORT
7.1 Scope of Service. CORE shall render support and services during the following working Hours: Monday through
Friday 8:30 a.m. to 5:00 p.m. and after-hours pager support -Monday through Friday 5:00 p.m. to 8:00 p.m. for the
following:
Supported Version -CORE shall support the version of the Licensed Program being used by the Customer
regardless of subsequent upgrades for a period of 2 years, it is understood by Customer that implementation of
upgrades maybe necessary to address certain issues.
Telephone Support -calls for assistance related to operation of the Licensed Program, reporting of a potential error
condition or abnormal termination of a program, or request for minor assistance related to the Licensed Program.
Reasonable phone support in the form of counsel and advice on the use of the Licensed Program for designated
Customer personnel.
Corrections for problems -diagnosed as defects in the Licensed Program; Solutions or "workarounds" to problems
relating to the Licensed Program as such solutions become known to CORE.
Enhancements -enhancements to the current version of the Licensed Program or the Licensed Documentation
which are developed in the normal course of product life.
Maintenance Modifications -to the current version of the Licensed Program or Licensed Documentation as a
result of program maintenance. In the event the Licensed Documentation is completely revised or a new edition is
published, such new editions or complete revisions will be provided as part of the current software product in filling
any new orders after the date of publication, and otherwise may be purchased separately for the then-current price;
and Error Corrections to the Licensed Program or the Licensed Documentation.
Telephone Support -Calls for assistance related to operation of the Licensed Program, reporting of a potential
error condition or abnormal termination of a program, or request for minor assistance related to the Licensed
Program.
Support Enhancements -Selected Enhancements, the nature and type of which shall be determined solely by
CORE. Such provision shall not preclude CORE from providing other Enhancements of the Licensed Program for
license fees, training charges, and other related service fees and charges.
Source Code Maintenance -Library of the Licensed Program maintained by CORE for Customer, complete with
modifications authorized by Customer and performed by CORE.
Software Warranty -CORE will warrant the Licensed Program to be free from significant software bugs for the term
life of this Agreement.
7.2 Customer Responsibilities. Customer shall be responsible for the procuring, installing, and maintaining all computer
equipment, telephone lines, communications, interfaces, and other hardware necessary to operate the Licensed Program.
7.3 Proprietary Rights. To the extent that CORE may provide Customer with any Error Corrections or Enhancements or
any other software, including any new software programs or components, or any compilations or derivative works of the
Licensed Program prepared by CORE, Customer may (1) install copies of the Licensed Program adequate to serve the
concurrent volume of Transactions as specified in this Agreement in Exhibit A, in the most current form provided by
CORE, in Customer's own facility; and (2) use such Licensed Program in a manner consistent with the requirements of this
Agreement, for purposes of serving Customer's internal business needs. Customer may not use, copy, or modify the
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Licensed Program, or make any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized
by CORE.
7.4 Disclaimer of Warranty and Limitation of Liability. Except as expressly set forth herein, CORE expressly disclaims
any and all warranties concerning the services to be rendered hereunder, whether expressed or implied, including without
limitation any warranty or merchantability or fitness for a particular purpose.
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EXHIBIT D
CORE !PAYMENT ASP MODULE TERMS
Customer is subscribing to the CORE iPayment ASP Module. CORE will provide Customer's Authorized Users, access
to the iPayment ASP, which allows for the processing of configured transaction types for the receipting of payments.
1. Effective Date and Term. The effective date of this Exhibit is set forth on page 1, section 3 of this Agreement.
2. Definitions
"CORE ASP Service". The term "CORE ASP Service" as used in this Subscription Agreement is inclusive of
the iPayment ASP Module (iPayment ASP) and Business Center ASP Module (Business Center ASP). This
term may be amended by written agreement of the Parties to include additional products, services and
modules.
"iPayment Enterprise ASP Module": CORE's hosted iPayment Enterprise Software (iPayment ASP) ASP
Services and all other software and documentation, as implemented by CORE from time to time. iPayment
ASP provides the Customer's Authorized Users research, reporting and other features as determined by the
Specification.
"CORE iPayment ASP Module": CORE's hosted CORE iPayment Software, ASP Services and all other
software and documentation, as implemented by CORE from time to time, and any software supplied by
CORE for installation by Customer at its site in connection with the iPayment ASP Service for the purpose of
Customer's Authorized Users receipting of institution revenue and additional features as determined by the
final Specification.
"CORE Business Center ASP Module": CORE's hosted iPayment Enterprise -Business Center (iPayment)
software, services and all other software and documentation as provided and/or as implemented by CORE for
the purpose of providing the Customers students, donors and other parties (collectively referred to as Users)
paying for institutional charges, services and products an ecommerce site to initiate and complete such
transaction in accordance with the Specification.
a. "Authorized User": The designated Customer employee(s) or agent(s) assigned to access and operate
the iPayment ASP for whom a unique identifier and password have been assigned by Customer with which
to access the iPayment ASP.
b. "Authorized Support Contact": Each of the Designated Authorized Customer Support Contacts that are
listed in a Schedule to whom Support will be provided by CORE, except by special arrangement or as
otherwise specified in the Subscription Agreement.
c. "CORE ASP Hosting Fees": The quarterly fees to be paid by Customer to CORE for access to the CORE
ASP Service and subsequent service modules agreed to by Customer.
d. "Customer Revenue": Any payment made by Users of the Business Center or any payment taken by
Customer for the benefit of Customer.
e. "Deficiency": A failure of the CORE ASP Service to function materially in accordance with the
Specifications.
f. "Defective Equipment": An item of Equipment that is covered by Schedule B and that is not functioning
materially in accordance with the Specifications for such Equipment.
g. "Documentation": The associated user guide(s) for the CORE ASP Service and Equipment.
h. "Expiration Date": The date at which time the contract can be cancelled according to the terms, or the
anniversary of the Expiration date (one year from the Expiration Date) at which time the contract can be
cancelled according to the terms.
i. "Initial Agreement Term": A 60-month time period that starts with delivery of system access
( development or test instance)
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j. "Installation": Customer's access to the CORE ASP Service or any component thereof and completion of
CORE's standard procedures for testing all components of the Equipment and CORE ASP Service
purchased and to which Customer subscribes, respectively, according to the Subscription Agreement.
k. "Institutional Charges": Any revenue charged by the institution, paid by users or authorized users,
received by the CORE ASP Service for the benefit of the Customer.
I. "Specifications": CORE's published specifications and the Documentation for the CORE ASP Service or
any component thereof, and any published specifications and documentation for any Equipment, as
applicable.
m. "Support": The CORE ASP Service support services provided by CORE, as described in the Subscription
Agreement.
n. "Support Contact": Each of the Designated Authorized Customer Support Contacts that are listed in a
Schedule to whom Support will be provided by CORE, except by special arrangement or as otherwise
specified in the Subscription Agreement.
o. "5_upport Fees": The fees to be paid by Customer for Supplemental Services, as identified in a Schedule.
p. "System Configuration Requirements": As described in the applicable Schedule, the minimum and
recommended technical configurations of Equipment and operating system software from which the CORE
ASP Service will be accessed.
q. "User": Any third party of the Institution who make payments through the Business Center ASP such as
customers, patients or agents of the institution that is approved by the Institution.
3. Permitted Uses. The rights granted under this Subscription Agreement permit the Customer and Customer's
authorized users: (1) to have access to and to use the CORE ASP Service until this Agreement is terminated
as set forth in herein; (2) to install and use at Customer's facilities such additional components of the iPayment
ASP as CORE may supply for purposes of enabling Customer to access the iPayment ASP Service and to
perform ancillary functions on-site, all as specified in the system specifications, guides and final project
specifications.; and (3) to use the Documentation.
a. Customer and Customer's authorized users may use the CORE ASP Service only to access Customer's
own data and to fulfill Customer's internal information processing needs. Customer agrees to abide by all
applicable laws and regulations in connection with its use of the CORE ASP Service. Customer may not
sublicense, resell, publish, transmit, broadcast or otherwise distribute all or any portion of the CORE ASP
Service to any person or entity except as expressly set forth herein, or uses it to process the data of a third
party.
b. Customer shall take reasonable measures to restrict access to the iPayment ASP to its authorized
employees and agents. Customer shall be responsible for ensuring that all individuals having access to the
iPayment ASP or Documentation through Customer's account will observe and perform all the terms and
conditions of this Subscription Agreement by all appropriate legal action against any person who gains
unauthorized access to the iPayment ASP or Documentation while an employee or consultant of the
Customer, or who engages in any unauthorized use of the iPayment ASP through Customer's account.
Customer agrees to immediately notify CORE in writing of any misuse, misappropriation or unauthorized
disclosure, display or copying of the Documentation that may come to Customer's attention.
4. CORE ASP Hosting Fees. During the term of this Agreement, Customer shall pay CORE the CORE ASP
Hosting Fees for the CORE ASP Service as set forth in Exhibit B. CORE shall bill and Customer shall pay the
CORE ASP Hosting Fees quarterly in advance for the Initial Term of this Agreement and any subsequent one
year term or terms. If additional CORE ASP Service modules are made available to Customer during the
course of the initial term that are deemed of additional value outside of normal enhancements and upgrades
that are normally made available to other Subscribers of the service as a normal course of business, and
Customer consents and agrees to their use, the CORE ASP Hosting Fees for those said modules will be
additionally charged on a pro-rated basis calculated to the Expiration Date and shall be paid monthly starting
in the month of their use and shall end with the Expiration Date. After the initial term defined in section 7,
CORE may change the CORE ASP Hosting Fees upon sixty (60) calendar days' prior written notice one time
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per year at the beginning of the new contract year. After the initial term CORE shall not increase CORE ASP
Hosting Fees charged to Customer more than five percent (5%) over the prior period rates.
5. Connection. Customer shall be responsible for acquiring and maintaining the third party software licenses,
equipment and communications services necessary to connect to the CORE ASP Service and to download,
print and otherwise process data delivered by the CORE ASP Service, including but not limited to desktop
computers, network servers and printers, applications software and operating system software,
telecommunications connections and Internet services which are described in the Documentation or in
documentation otherwise provided by CORE to Customer unless outlined by agreement in this agreement or
in any attached schedule.
6. Service Level Agreement
a. Service Level Commitment. CORE will use its best efforts to ensure 99.5% Availability per month (as
defined below) of the CORE ASP Service. The iPayment ASP and Business Center ASP shall be deemed
to be unavailable when CORE's automated monitoring system is unable to access the associated web or
database servers ("Unavailability'').
b.Exceptions. CORE's service level commitment does not cover any unavailability attributable to (1)
Customer's use of the CORE ASP Service otherwise than in accordance with the Documentation or with
user guides from time to time made available to Customer; (2) any configuration or erroneous data entered
into the CORE ASP Service by Customer; (3) any event beyond the reasonable control of CORE, including
the malfunction or unavailability of any public Internet backbone or network or of any server or service not
under the complete control of the CORE, or (4) Scheduled Maintenance pursuant to subsection (c)
below.Scheduled Maintenance. "Scheduled Maintenance" shall mean any maintenance performed
during a standard maintenance window as determined by CORE (a) of which Customer is notified 24 hours
in advance or (b) the maintenance is performed without advance notice due to urgency of the maintenance
in order to maintain the security and integrity of the system. Notice of Scheduled Maintenance will be
provided to Customer's nominated point of contact by a method elected by CORE (telephone, email, fax or
pager). CORE's standard Scheduled Maintenance window is between the hours of 1AM and 4 AM Eastern
Time. Customer shall be provided 24 hours advance notice in the event a change is made to the standard
Scheduled Maintenance window. The CORE ASP Service shall not be deemed unavailable during
Scheduled Maintenance.
7. Product Updates and Upgrades. CORE will incorporate periodic updates and upgrades into the CORE
ASP Service. CORE will schedule the implementation of major upgrades in cooperation with Customer.
Product updates and upgrades will be first implemented in Customer's test environment prior to being
implemented in production. Detailed release notes will be provided to the Customer on any update or
upgrade.
8. Confidentiality.
a. Subject to the provisions of Section 18.b below, CORE shall use commercially reasonable efforts to
maintain the confidentiality of data submitted by Customer to the CORE ASP Service. CORE shall not use
or disclose Customer's data for any purpose other than (a) the purposes of this Agreement, (b) to conduct
CORE's business functions necessary for the operation and maintenance of the CORE ASP Service, and
(c) as required by law, rule, or regulation, provided that, prior to making any such required disclosure
CORE shall give Customer such notice as may be reasonably possible under the circumstances in order to
enable Customer to oppose such disclosure. CORE shall not, however, be required to keep confidential
any data or information that is or becomes publicly available, is already rightfully in CORE's possession, is
independently developed by CORE outside the scope of this Agreement, or is rightfully obtained from third
parties. Notwithstanding the foregoing, CORE shall not disclose to third parties individually identifiable
demographic and financial data submitted to the CORE ASP Service, except to employees and contractors
assisting CORE with the performance of this Agreement or as required by law.
b. The CORE ASP Service and the Documentation are all owned by CORE and protected by copyright and
trade secret laws. Customer will take all reasonable steps necessary to protect CORE's proprietary rights
in the CORE ASP Service and Documentation, including, but not limited to, the proper display of copyright,
trademark, trade secret and other proprietary notices on any copies of the Documentation. Customer will,
at its own cost and expense, protect and defend CORE's ownership of the CORE ASP Service and
Documentation against all claims, liens and legal processes of Customer's creditors and will keep the
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CORE ASP Service and Documentation free and clear of all such claims, liens and processes. Customer
will hold the CORE ASP Service and Documentation in strictest confidence and will not disclose or publish
it, or any part of it, to others, except as specifically provided herein. Customer will exercise at least the
same degree of care in protecting the CORE ASP Service and Documentation as it would exercise to
safeguard the confidentiality of its own computer software.
9. Provision of Data. Customer will be provided with a periodic backup of data in accordance with the
schedule and methods delineated in the Specification. Upon termination of this Subscription Agreement for
any cause or reason (includ·ing Customer's breach), and upon payment of CORE's then standard charges for
time and materials, COREs will provide Customer with a standard final backup of Customer's data in
machine readable ASCII format, or such other commercially available database format as may then be in
use for the CORE ASP Service.
10. Use of Logos; Linking. Any reference to Customer in marketing and promotional materials will be subject
to Customer's prior written approval. All goodwill arising out of CORE's use of Customer's logos shall inure
solely to the benefit of Customer. Customer agrees to provide a link between the Customer's Web site and
the Business Center ASP. Customer retains all rights, title, and interest in and to Customer's name,
trademarks, service marks, trade names, other marketing names and other related textual and graphic
materials.
11. Third-Party Licenses. Customer will execute and comply with additional license agreements provided by
CORE for software produced by other licensors, including without limitation software described as such in
the Schedules, which will be used in connection with the CORE ASP Service.
12. Testing and Acceptance. Customer shall have 30 days to test the CORE ASP Service during the Testing
Period to determine whether it functions materially in accordance with the Specifications. The CORE ASP
Service will be deemed satisfactory to Customer and Accepted by Customer unless Customer provides
notice to CORE within the 30 day period describing in detail any reasonable Deficiencies in the CORE ASP
Service. If Customer delivers a timely notice to CORE of any such reasonable Deficiencies during this 30
day period, CORE will correct those Deficiencies sent in said notice that can be repeated by CORE within a
reasonable time. If CORE is unable to correct said Deficiencies during the Testing Period within 30 days
after receiving notice of such Deficiencies, Customer may elect to return all Equipment provided by CORE,
and CORE shall refund to Customer any fees paid to CORE and the Equipment Prices for such Equipment.
13. Warrants and Remedy.
a. CORE warrants that the iPayment ASP and Business Center ASP as referenced in section 2 will perform
substantially in accordance with the related Documentation from the date of acceptance for the term of
this agreement. CORE further represents and warrants that (1) it has the right to grant the licenses
granted to Customer under this Agreement for the Software; (2) the Hardware and Software identified in
the Schedules constitute all the applications or systems software or interfaces required by Customer to
operate the Software; (3) the Software shall be compatible with Customer's existing data files, business
information, and systems, as defined in the Documentation such that significant additional applications or
systems software or interfaces shall not be required to be produced or procured in order to complete the
implementation of the Software; (4) the Software shall be free of any defect in material of the media in
which the Software is delivered, or any virus or other program routine designed to erase or otherwise
harm Customer's hardware, data, or other programs; (5) the Equipment shall be free of defects in
workmanship and materials and shall conform to its published specifications; (6) the Software shall be
accompanied by user materials sufficient to explain the operation thereof; and (7) the services shall be
performed in a professional and workmanlike manner, according to at least minimum industry standards,
and performed by competent personnel. Except as provided in Section 19, CORE's entire liability and
Customer's remedy for any breach of this warranty shall be for CORE, at CORE's option, to repair the
CORE ASP Service within a reasonable time so that it complies with the warranty or provide notification
to the customer of the inability to provide a repair. Upon CORE notification the Customer will notify the
CORE within 30 days that (1) the Customer wishes to continue the effected module(s) or (2) the
Customer will discontinue use of the effected module(s). CORE will refund all subscription fees paid from
the date of warranted issue report to the date of cancellation.
b. The warranty will not apply to the CORE ASP Service if there is a Deficiency in the CORE ASP Service or
any part thereof which is attributable to inappropriate or unauthorized use of the CORE ASP Service, or
accident, neglect, misuse or abuse of the CORE ASP Service attributable to the Customer or any agent
of the Customer.
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c. EXCEPT AS EXPRESSLY PROVIDED IN THIS SUBSCRIPTION AGREEMENT, CORE MAKES NO
WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE CORE ASP SERVICE OR
DOCUMENTATION, OR SUPPORT OF THE CORE ASP SERVICE. CORE EXPRESSLY DISCLAIMS
ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
AND NON-INFRINGEMENT FOR THE CORE ASP SERVICE AND DOCUMENTATION. CORE DOES
NOT WARRANT THAT THE CORE ASP SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR
WILL BE ERROR-FREE, OR ALL DEFECTS WILL BE CORRECTED. CORE ALSO DOES NOT
WARRANT THAT THE CORE ASP SERVICE WILL FUNCTION PROPERLY IN COMBINATION WITH
EQUIPMENT OTHER THAN EQUIPMENT SOLD BY CORE TO CUSTOMER, SOFTWARE MADE
ACCESSIBLE TO CUSTOMER BY CORE, AND/OR IN ACCORDANCE WITH THE SYSTEM
CONFIGURATION REQUIREMENTS.
d. CORE ASP Service is provided over the Internet. Customer recognizes that the Internet consists of
multiple participating networks which are separately owned and therefore are not subject to the control of
CORE. Customer also recognizes that CORE's ability to provide the CORE ASP Service depends on
Internet services provided to CORE. Malfunction of or cessation of Internet services by Internet service
providers or of any of the networks which form the Internet may make the CORE ASP Service temporarily
or permanently unavailable. WITHOUT LIMITING THE PROVISIONS OF THIS AGREEMENT,
CUSTOMER AGREES THAT CORE SHALL NOT BE LIABLE FOR DAMAGES INCURRED WHEN
INTERNET SERVICES ARE UNAVAILABLE DUE TO MALFUNCTION OF, OR CESSATION OF
INTERNET SERVICES BY, NETWORK (S) OR INTERNET SERVICE PROVIDERS, OR DUE TO ANY
MISUSE, ACCIDENT OR ABUSE BY CUSTOMER OR ITS USER(S).
e. CORE will not be liable for unauthorized access to or alteration, theft or destruction of Customer's data
files, programs, procedures or information through accident, illegal or fraudulent means or devices, or any
other method, unless such access, alteration, theft or destruction is caused as a result of CORE's gross
negligence or willful misconduct. It is Customer's responsibility to validate for correctness all output and
reports. CORE will protect Customer's data and programs from loss by performing nightly backup
procedures. CORE is responsible to perform annually testing of back-up restoration and report outcome
to Customer.
f. THE OBLIGATIONS OF CORE AND THE RIGHTS AND REMEDIES OF CUSTOMER SET FORTH IN
THIS SUBSCRIPTION AGREEMENT ARE EXCLUSIVE AND ARE GIVEN IN SUBSTITUTION FOR ALL
OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF CORE.
g. The CORE ASP and data is located and will remain in the continental United States.
14. Support Services. Subject to Customer's compliance with the terms of this Subscription Agreement and in
consideration of Customer's payment of the CORE ASP Hosting Fees, CORE will perform the Support
described in this section.
a. Operating Assistance. CORE will maintain and provide Customer with access to technical assistance
and advice in the operation of CORE payment processing and business office products as set forth in this
section. CORE will use industry-standard troubleshooting techniques to investigate any Deficiency or
other problem submitted by Customer. Should CORE's customer support staff determine that the
Deficiency or other problem is the result of Equipment malfunction, CORE will respond in accordance with
CORE's Equipment support guidelines. CORE's customer support staff provide the following services to
Customer regarding Deficiencies or other problems from the use of the CORE ASP Service:
i. Troubleshooting Deficiencies or other problems from the use of the CORE ASP Service where the
CORE ASP Service does not appear to be functioning properly, in order to isolate and use
commercially reasonable efforts to correct the Deficiency or other problem;
ii. Answering questions about Deficiencies or other problems from use of the CORE ASP Service
which are not clearly answered in the appropriate manuals;
iii. Advising Customer on how to configure the CORE ASP Service and Equipment to suit individual
requirements; and
iv. Assisting with the implementation of upgrades.
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b. Deficiency Resolution. CORE will use commercially reasonable efforts to resolve each Deficiency.
However, Customer understands and agrees that some Deficiencies can only be resolved by additional
engineering or programming which may be made available in a future service upgrade.
c. Additional Information. CORE will periodically provide information pertaining to current developments
in the CORE ASP Service through such means as user meetings, newsletters, special bulletins or
industry events.
15. Supplemental Services. CORE will provide Customer with the Supplemental Services described in this
section, subject to Customer's payment of additional Support Fees agreed upon by the parties.
a. Data Conversion; Services Outside of Normal Hours. CORE shall have the right to charge Customer
at CORE's then prevailing rates applicable to such services for the delivery of any Product Upgrades to
the CORE ASP Service that require data conversion or labor or which Customer requires to be delivered
or installed at times other than CORE's normal business hours.
b. Normal Business Hours. Unless otherwise agreed between CORE and Customer in writing, the
services described in this section shall be rendered during CORE's normal business hours of 8:30 a.m. to
5:00 p.m. (Eastern Time), Monday through Friday, excluding designated CORE holidays.
c. Custom Engineering. CORE shall have the right to charge Customer at CORE's then prevailing rate
applicable to such services for the engineering of modifications to the CORE ASP Service requested by
the Customer. If applicable, engineering contained within the Final Project Specification is chargeable
under the appropriate schedule.
d. Training. Customer may purchase additional training services at the CORE's then prevailing rate
applicable to such services.
16. Other Customer Responsibilities.
a. Customer agrees to limit access to CORE's Support to the designated Authorized Customer Support
Contacts listed in the Specification or as amended to this agreement.
b. Customer agrees to limit use of Support to occasions when the CORE ASP Service fails to function as
described in the Documentation, or Customer requires clarification of the Documentation. Customer
agrees to furnish descriptions of Deficiencies in the form requested by CORE's Support staff. Customer
also agrees to assist CORE's efforts to duplicate the Deficiency.
c. Customer agrees to provide help at the location of the Deficiency when telephone diagnostics and
Support are performed. This help includes but is not limited to moving cables, rebooting equipment,
following verbal instructions to edit files and search directories, read screens, and any other such help as
is required by CORE to effectively diagnose and resolve the Deficiency. Customer's inability or refusal to
provide such help or access releases CORE from any obligation to perform Support at that location for
that service incident.
d. Customer shall be responsible for referring to any instruction manuals provided to Customer to resolve
routine system administration tasks. CORE's customer support staff will refer Customer to the appropriate
manual or recommend additional training to Customer in those instances where Customer requests
Support and CORE's customer support staff determine that Customer's request is more appropriately
handled by referring Customer to such sources.
e. Customer Authorized Support Contacts must either have participated in training conducted by CORE
during the implementation process or in a CORE Payment Processing Specialist training program prior to
being designated as an Authorized Support Contact. In most cases, an Authorized Support Contact
should be the cashier's immediate supervisor and his or her backup. In organizations where one
department is responsible for the iPayment ASP and another for Internet access and/or data
communications systems, an additional primary and backup Authorized Support Contact may be
designated from each of those two areas, for a total of four Authorized Support Contacts. CORE is not
responsible for training of replacement Authorized Support Contacts. Additional training service are
available at then current rates.
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17. Limitations of Support.
a. Right to Refuse Requests. CORE reserves the right to refuse CORE ASP Service Support requests
when:
i. A person other than a designated Customer Authorized Support Contact requests Support;
ii. Support request procedures or instructions are not followed; or
iii. CORE determines that the requested Support would seriously degrade CORE ASP Service
performance and/or integrity.
b. Non-Supported Matters. CORE will not provide Support for the following:
i. Software that has been altered or modified by anyone other than CORE;
ii. Third-party consulting services including applications design or recommendation, recovery of lost
data due to third-party services, or any third-party Customer purchase recommendations;
iii. Deficiencies created by Customer's negligence or fault;
iv. Deficiencies resulting from malfunction of equipment other than the CORE authorized Equipment;
v. Software not made available to Customer by CORE under this Subscription Agreement and the
Schedules.
18. Additional Customer Responsibilities. This section describes the Customer's responsibilities with regard
to the CORE ASP Service. The CORE ASP Service is likely to be integrated with many existing and future
business functions at Customer's institution, and as a result, other areas of operations affect the success of
its installation and operation. In addition to the Customer responsibilities described elsewhere in this
Subscription Agreement, the responsibilities set forth below are the sole responsibility of the Customer:
a. Electronic Payments. Customer desires to use the current Managed Merchant Services Program for
gateway services to process electronic payments such as credit cards or automated clearing house
(ACH) debits and agrees to accept the terms and conditions indicated therein:
i. For ACH transactions, CORE will submit transactions to the current Managed Merchant Services
Program for gateway services and further specified in the contract between Customer and their
banking partner.
ii. For credit card transactions, CORE will submit transactions to the current Managed Merchant
Services Program for gateway and merchant services processing as specified in Amendment 1.
iii. Merchant accounts are maintained by the Customer and are the responsibility of Customer.
Customer will advise CORE, 90 days in advance, of any changes to Customer's Merchant service
provider.
b. Portal Integration. Customer is responsible for providing a qualified programmer to integrate the CORE
iPayment ASP Module into their internal environment. CORE will provide limited developer consultation
to assist Customer's qualified programmer on the use of the integration guides.
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EXHIBIT G
SUPPORT AND ESCALATION POLICY
This document defines CORE Business Technologies' support and escalation procedures in accordance with the following
tables and severity labels.
Software support will be conducted by the Core Business Technologies Support Services team at 2224 Pawtucket Avenue,
East Providence, RI 02914.ADDRESS
Email: softwaresupport@corebt.com
Tel: 866-567-2673
Requirements
Who is eligible
All support and escalation must be initiated by the designated authorized representative of the client. No end user support
is provided with this agreement.
Support will take affect after basic diagnostic steps have been performed in accordance with the specification document.
For system unavailability, system reload must be performed as part of system diagnostics.
Process
1. Initiation -The call or email must be initiated by an authorize service representative and must be received
through CORE's 1-800 support line, Tel: 866-567-2673, or at softwaresupport@corebt.com, which will be available
24 X 7.
2. Logging -The support request is logged and includes time and date received, name of caller, description of
problem and action taken.
3. Acknowledgement -The call is acknowledged and assigned according to the service level table definitions.
4. Service and support -Production support will be attempted by the helpdesk personnel. If a solution cannot be
achieved by the Helpdesk, service and support will be performed in accordance with the definitions stated in the
Service Level Table.
5. Escalation -Escalation occurs in accordance with urgency and escalation table.
6. Callback -Production support is staffed, Monday through Friday 8:30am through 5:00pm EST. For non-staffed
hours, the response times are listed below in the Service Level Table.
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Service Level Table
Level Definition Escalation to next point Response Time Coverage
1 Product is down. No workarounds are available. This designation may only be < 2 business hours 24 X 7
CORE places top priority on the technical issue assigned by management.
and all necessary resources are immediately
assigned to the issue.
2 A majority of the product functionality is not Reviewed daily by support manager. < 4 business hours 7:30am -11 :00pm
working according to product specifications. Escalated to senior management for EST
CORE places high priority on the technical issue review weekly. Issues which affect
and all necessary resources are assigned to the downtime are escalated immediately.
technical issue, but work is generally performed
during normal business hours.
3 Minor Product functionality is not working Reviewed daily by Software Support < 72 business hours 8:30am -5:00pm
according to project specifications, or minor Analyst. Escalated to support EST
business processes cannot be met. The issue is manager for review weekly.
assigned to the appropriate resources to resolve
the technical issue within customer
expectations.
4 Product and Project specific enhancement Reviewed weekly based on delivery Delivery will be 8:30am -5:00pm
request or change orders. Change orders are or release schedule. Delivery will be quoted with response EST
scheduled upon signed acceptance receipt from quoted with response to each specific to each specific
Customer. Product enhancement requests are request. request.
reviewed by Product Manager periodically in
conjunction with release schedule.
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EXHIBIT E
Gateway Services Connection
1. Vendor Responsibilities
a. CORE will implement credit/debit card processing to the Managed Services Gateway.
b. CORE will implement electronic check processing to the Customer designated bank.
c. CORE will configure merchant and bank information in accordance with the Managed Services
Gateway implementation guide with merchant and bank information.
2. Customer Responsibilities.
a. Customer is responsible for setting up and managing the merchant banking and credit card
accounts and all associated costs and gateway fees.
b. Customer will comply with the rules and regulations governing electronic check (ACH)
transactions as published from time to time by the National Automated Clearing House
Association. Customer will also comply with the rules, policies and procedures of the payment
card issuers. Should Customer be notified by its Vendor(s) in writing that it is not in compliance
with such rules, regulations, policies and procedures, Customer will comply within ninety (90)
days of receipt of written Vendor notification. If Customer does not or is unable to comply, CORE
may terminate this Exhibit immediately.
3. Term and Termination. CORE will provide compliant Gateway Service Connections for the
Agreement Term and thereafter from year to year, subject to termination as provided in Section 4 of
the Software License and Use Agreement.
4. Limitation of Warranty. CORE MAKES NO WARRANTIES REGARDING THE MANAGED
SERVICES GATEWAY SERVICE OR ANY PARTS PROVIDED UNDER EXHIBIT C, INCLUDING
WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS
THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE
FOR THE EQUIPMENT OR SERVICES.
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AGREEMENT FOR UPGRADING FROM EXISTING CORE ONE-STEP APPLICATION TO
!PAYMENT ENTERPRISE
WONDERWARE INC. DBA CORE BUSINESS TECHNOLOGIES
"-c:HIS AGREEMENT is m,?Eje and entered into as of the 'St day of ~h\et?v:: , 20__1¼ by and between the CITY OF CARLSBAD, a municipal corporation,
("Cityl, andWONDERWARE INC. dba CORE BUSINESS TECHNOLOGIES, an East Providence, Rhode
Island, ("Contractor").
RECITALS
A. City requires the professional services of a professional services vendor that is experienced in
upgrading from the existing CORE One-Step application to CORE iPayment Enterprise and the addition of
CORE iPayment ASP hosting service.
B. Contractor has the necessary experience in providing professional services and advice related to
upgrading the CORE One-Step Application to CORE iPayment Enterprise, providing an ASP hosting service,
and providing ongoing software support.
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 "D", 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 60-months from the date first above written.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total maximum fee payable for the Services to be performed during the initial Agreement term will be one
hundred fifty-six thousand five hundred dollars ($156,500.00). The total maximum fee payable for peripheral
hardware devices will be seventeen thousand eight hundred thirty-six dollars ($17,836.00). No other
compensation for the Services will be allowed except for items covered by subsequent amendments to this
Agreement. Payments shall be made in accordance with the schedule contained in Exhibit B. The City
reserves the right to withhold a ten percent ( 10%) retention until City has accepted the work and/or Services or
has moved to production specified in Exhibit "A".
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.
1 CORE 2018 Agreement iPayment Enterprise Services and Hardware Agreement.FINAL nc 10-5-18 October 30, 2018 Item #3 Page 32 of 44
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.
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. It is specifically agreed that the City maintains the responsibility for the auditing of
transaction data. Transaction data is defined as information that is captured in iPayment and is either stored in
its transaction database and/or posted to the host system(s) of record for payment application. The action or
lack of action taken by the City as a result of transaction processing is the sole responsibility of the City.
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.
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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).
$1,000,000 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 with Contractors
awareness and agreement 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. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of Contractor. The Contractor hereby grants to the City a perpetual, worldwide,
irrevocable, nonexclusive royalty free license to use such works or modifications for its business purposes;
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provided, however, any work and modifications developed hereunder which are made part of the baseline
software shall be governed by the terms of the License and Maintenance Agreement..
14. OMITTED
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 Maria Callander
Title Director
Department Information Technology
City of Carlsbad
Address 1635 Faraday Avenue
Carlsbad, CA 92008
Phone No. 760-602-2454
For Contractor
Name Jeffrey Saucier
Title Vice President & General Manager
Address 2224 Pawtucket Avenue
East Providence, RI 02914
Phone No. 401-431-0700
Email j sa ucier@corebt.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 NogJ_
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 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. Nothing in this procedure will prohibit the parties from seeking remedies available to
them at law.
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20. TERMINATION
a) Termination upon Breach. In the event either party gives written notice to the other that such other party
has materially breached the terms of this Agreement, and such breach shall not have been cured within
Sixty (60) business days of the giving of such notice, the party giving such notice shall have the right to
terminate this Agreement at any time thereafter upon written notice of such termination to the other party
with or without additional cause. Notwithstanding the foregoing, CORE may terminate this License
Agreement and the rights granted hereunder if Customer fails to pay any amounts due under this
License Agreement as and when due (CORE will send written notice to Customer advising of such
breach with 60 days to cure). Upon termination for failure to pay amounts due after 60 days after written
notice has been sent to cure the original breach and the remaining payments for the initial term, CORE
may terminate this agreement. Customer must make all remaining payments due in the Initial
Agreement Term within 90 days of termination. Customer shall immediately cease to use the Licensed
Program and, if such matter is not resolved within six (6) months of the above-mentioned written notice,
dispose of Documentation by returning such Documentation to CORE or, at CORE's option, by
destroying the same and certifying such destruction in writing. Upon payment of all amounts due after
Customer has been advised of breach, the Customer may immediately resume use of the Licensed
Program for the remainder of the Initial Agreement Term. THIS AGREEMENT IS NON-CANCELLABLE
FOR THE INITIAL AGREEMENT TERM EXCEPT AS PROVIDED IN THIS AGREEMENT.
b) This Agreement may be terminated by a party due to assignment of the business of the other party for
the benefit of creditors or upon filing of a petition into receivership, or a petition of bankruptcy (voluntary
or involuntary) which has not been discharged within Sixty (60) days.
c) The City is a public entity that is subject to an annual budgetary appropriation process. Notwithstanding
any other provision of this Agreement, if funds for the continued fulfillment of this Agreement are, at any
time, not forthcoming or insufficient through failure of the City Council to appropriate funds or otherwise,
the City may terminate this Agreement upon thirty (30) days written notice and with no penalties.
d) Effect of Termination. Upon termination of this Agreement, neither party shall have any further
obligation hereunder except for (i) obligations accruing prior to the date of termination, and (ii)
obligations or covenants contained herein that are expressly intended to extend beyond the term of this
Agreement, including, without limitation, covenants relating to Confidentiality and Indemnification.
e) Actions upon Termination. Upon termination of this Agreement for any reason, Customer shall
immediately cease use of, and return forthwith to CORE, the Licensed Program and the Licensed
Documentation, and any copies thereof, including Maintenance Modifications and Enhancements.
CORE has five (5) business days to deliver any documents owned by City and all work in progress to
City address contained in this Agreement
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
5 CORE 2018 Agreement iPayment Enterprise Services and Hardware Agreement.FINAL nc 10-5-18 October 30, 2018 Item #3 Page 36 of 44
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
This Agreement, nor the monies due or to become due, may not be assigned by either party without the prior
written consent of the other party, which consent may not be unreasonably withheld or delayed.
Notwithstanding the foregoing, this Agreement may be assigned by either party in connection with a merger,
consolidation, sale of all of the equity interests of the party, or a sale of all or substantially all of the assets of the
party to which this Agreement relates and so long as the acquiring party acknowledges in writing that it intends
to fulfill the obligations of this Agreement. Subject to the foregoing, this Agreement is binding upon and inures to
the benefit of the parties hereto and their respective successors and assigns. This Agreement may not
otherwise be assigned by the parties hereto.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it 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.
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
(sign here)
Mark S. Cohen, President/President
(print name/title)
By:
(sign here)
CIT O CARLSBAD, a municipal
co orati n of the State of California
By:
ERT TITLE OF PERSON
AUTHORIZED TO SIGN (City Manager or
Mayor or Division Director as authorized by
the City Manager)]
ATTEST:
BARBARA E
6 CORE 2018 Agreement iPayment Enterpnse Services and Hardware Agreement.FINAL nc 10-5-18 October 30, 2018 Item #3 Page 37 of 44
City Clerk
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be attached. .!.f..._§_
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. ~~EWE~ a::rney
BY: //(;{_),t --------------Assistant City Attorney
7 CORE 2018 Agreement iPayment Enterprise Services and Hardware Agreement.FINAL nc 10-5-18 October 30, 2018 Item #3 Page 38 of 44
Payment Terms:
EXHIBIT B
BILLING/PAYMENT SCHEDULE
a. Customer shall pay the one-time Professional Services and interface development fees as outlined in Exhibit A:
Project Design and Configuration, iCashiering, Business Center and Admin Center
Project Management
-ACH and ICL File Creation
Interface Development
Installation and Training including FitGap
Payment terms for Professional Service items above:
• 40% upon issuance of Purchase Order or $59,600.00
• 20% upon delivery of project to Test Environment or $29,800.00
• 20% upon completion of Acceptance Testing 29,800.00
• 20% upon "Go Live" or $29,800.00
b. Customer shall pay for travel expenses upon consumption in accordance with Exhibit A in an amount not to exceed
$7,500.00 based upon 7 days (9 people days) of on-site services.
c. Customer shall pay for peripheral equipment plus shipping charges 100% upon delivery and invoice in accordance with
Exhibit A.
NOTES:
1. The customer is responsible for remitting any applicable sales and use taxes to the local and or State tax authority.
2. Training will be "train the trainer" format.
3. Customer will facilitate supervised access to customer host systems.
4. Additional custom programming (tailoring) or services would be at additional expense of $1,500.00 per day (8-hour
minimum.)
5. The hardware warranty and maintenance agreement resides with the original equipment manufacturer.
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EXHIBIT C
MINIMUM HARDWARE REQUIREMENTS
COMMUNICATION AND CONNECTIVITY REQUIREMENTS
PCs should have the following minimum configuration:
1 GHz Core 2 Duo ( or better)
MS Windows 7 or higher
1GB RAM
USB Ports (recommend min. of 4 per PC)
Monitor with 1024 x 768 or greater
Operating System/Software Environment
Workstation must be running Internet Explorer version 11.0 or higher and Microsoft.Net Framework 4.5.2 installed (if the
peripheral package is installed)
All workstations will be installed with appropriate peripheral drivers and Microsoft ActiveX controls if needed for proper
peripheral functions (i.e. CORE provided receipt printers, card readers, pin pad, barcode readers, etc.).
Payment Gateway Connectivity for MX 915 credit card device for POS card processing
PORTS AND URLS PREREQUISITES
The MX915 requires the following URL's and Ports to be opened up to function properly.
https://vhq.verifone.com/MessagingServer/MessageHandler.asmx
The IP for the above URL is 199.71.107.160
This is the online monitoring service for the devices. It is used to monitor the connection status of the MX915's,
pull log files and push updates as needed.
For production these URLS are needed.
https://prodl.ipcharge2.net/ipchapi/rh.aspx
https://prodl.ipcharge.net/ipchapi/rh.aspx
For test these URL's are needed.
https://certl.ipcharge.net/ipchapi/rh.aspx
These are the main and backup URL's for the payment gateway. The MX915 talks directly to these URL's for credit
card payments.
Ports 5015 and 5016
These are for communication between the Peripheral Service and the MX915
CORE will provide advanced notice to Customer of any planned changes to IP's, URL's or ports.
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EXHIBIT D
STATEMENT OF WORK
This Statement of Work ("SOW") is governed by, incorporated into, and made part of the Contract between CORE
Business Technologies (CORE), 2224 Pawtucket Avenue, East Providence, RI 02914 and the City of Carlsbad (Customer)
dated _____ 2018. This SOW defines the tasks and deliverables of both CORE and Customer under the terms of
the Contract. The terms of this SOW are limited to the scope of this SOW and shall not be applicable to any other SOW,
which may be executed and attached to the Agreement.
In the event of any conflict between other provisions of the Contract and one or more provisions of this Statement of Work,
the provisions of this Statement of Work shall govern.
1.0 SERVICES -DESCRIPTION OF THE WORK
CORE will provide the City with professional services for the purpose of configuration and installation of iPayment
Enterprise (iPayment), including the iCashiering, Admin Center and Business Center modules. Professional
services will be provided for the development of system interfaces between iPayment and systems outlined in
2.0.1 below along with creation of ACH and ICL Files. Other interfaces may be developed as required at the rates
indicated in Exhibit A. iPayment will be hosted by CORE in its data center. Installation and training will be provided
as indicated in Exhibit A. Additional services are available at the listed daily rate under item 4 of the Notes section
of Exhibit B.
2.0 TASKS AND DELIVERABLES-OVERVIEW & CORE ASSUMPTIONS
CORE will:
2.0.1 Conduct a project design meeting at a location determined by the City for the purpose of reviewing
existing functionality, determining business rules, interface methodologies and data mapping of the
systems listed below:
• IFAS Host -Query G/L, update and end of day Batch
• IFAS NR -Query NR, update and end of day Batch
• Northstar 6.4 Utilities -Query, post and end of day Batch
• EnerGov -Real time query and end of day Batch
• PUBS interface -(Real time query and update via Stored Procedure)
• Symphony-End of day Batch
• Civic Rec -End of day Batch
• ACH File Creation for eCheck (Business Cente~ -Wells Fargo/1 st Data
• ICL File Creation (iCashiering) -Wells Fargo/1 Data
• Managed Payment Gateway
• OneStep Historical Data Access
A. Integration specifications will be required for each interface. Additional professional services will
be required for CORE to reverse-engineer any existing interface.
2.0.2 As a result of the project design meeting an initial Project Specification design document will be prepared
and delivered to Customer within twenty (20) business days from the conclusion of the on-site design
meeting.
2.0.3 As a result of the feedback to the initial project specification a Final Project Specification will be prepared
for the formal acceptance of the parties. Once accepted the Final Project Specification will be
incorporated herein as the controlling functional document for all system acceptance testing by
Customer.
2.0.4 Configure, customize, test, install and train the iPayment system, its components, modules and
enhancements, in accordance with the project schedule contained within the Final Project Specification.
2.0.5 Provide corrections for all deficiencies determined during system acceptance testing to conform to the
Final Project Specification within ten (10) business days of notification of said deficiency by Customer to
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CORE in an agreed to form. This is not intended to imply that all corrections will take ten (10) business
days to correct.
2.0.6 Provide administrative and User documentation.
2.2 City of Carlsbad will:
2.2.1 Provide facilities and appropriate personnel for the on-site design meeting.
2.2.2 Provide integration specifications for each integration point.
2.2.3 Provide written response to the Initial Project Specification and all subsequent versions within fifteen (15)
business days from receipt.
2.2.4 Provide written acceptance of the Final Project Specification.
2.2.5 Customer will facilitate supervised access to the test instances of customer host systems.
2.2.6 Provide access to the appropriate personnel as required by CORE during configuration, development,
installation and training.
2.2.7 Schedule and conduct system acceptance testing according to the Final Project Specification.
Deficiencies identified during acceptance testing that are within the Final Project Specification will be
addressed as stated in section 2.0.5. Deficiencies identified during acceptance testing that are not within
the Final Project Specification will result in a modification request, which will state details of the
modification and any resulting costs, if required. Costs will be according to the listed daily rate as
indicated in Exhibit A.
2.2.8 Report all deficiencies as determined during system testing and provide at a minimum of ten (10)
business days for correction by CORE. This is not intended to imply that all corrections will take ten (10)
business days to correct. CORE is responsible for all items identified as assigned and documented in the
Final Project Specification.
3.0 PROJECT MANAGEMENT
3.1 Each party agrees to appoint a principal point of contact, identified in the Project Specification as "Project
Managers", to whom all communications between the parties with respect to development of the project
shall be directed.
3.2 Change Management Process will be controlled through Modification Request Forms (MRF).
3.3 Resource allocation and scheduling will commence once the SOW is signed. Once the Design meeting
has taken place, a specification document will be created as stated in section 2.1.2 and a timeline will be
created for items listed in section 4.0 below.
4.0 PROJECT SCHEDULE & KEY DELIVERABLES
4.1 Award Contract or issue PO
4.2 On-Site Design Meeting at _______ _
4.3 Delivery of Initial Project Specification
4.4 Revision and Approval of Final Project Specification
4.5 System Development and Setup at CORE
4.6 Quality Assurance Testing at CORE
4.7 Final System Installation and Training at _____ _
4.8 Final Testing
4.9 Go Live
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