HomeMy WebLinkAbout2019-02-26; City Council; Resolution 2019-023RESOLUTION NO. 2019-023
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, APPROVING AN AGREEMENT WITH INVOICE CLOUD FOR
IMPLEMENTATION SERVICES AND ANNUAL BILL PAYMENT SERVICES IN AN
AMOUNT NOT TO EXCEED $400,000.
Exhibit 2
WHEREAS, the City Council of the City of Carlsbad, California has determined that the current
utilities bill payment process needs to be replaced with a compliant Payment Card Industry (PCI)
standards payment services software; and
WHEREAS, Invoice Cloud will provide implementation services and utilities bill payment services
that will meet PCI standards and compliance; and
WHEREAS, the budget to procure implementation services and the first year of licensing and
utilities bill payment services is available; and
WHEREAS, the budget for the second through fourth year of licensing and utilities bill payment
services will be included in the annual budget processes for the fiscal years 2019-2020 through 2021-
2022.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1. That the above recitations are true and correct.
2. That the authorization to execute an agreement to provide implementation services and
utilities bill payment services from Invoice Cloud in a combined amount not to exceed
$400,000 is approved, and the City Manager or his designee is authorized to execute the
agreement (attached hereto as Attachment A), on behalf of the City of Carlsbad.
3. That funding for implementation services and the first year of utilities bill payment
services is in the fiscal year 2018-2019 operating budget of the various departments and
the funding for succeeding years' licensing and utilities bill payment services will be
brought forth with future budget submittals for consideration and approval.
February 26, 2019 Item #2 Page 61 of 178
Exhibit 2
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 26th day of February 2019, by the following vote, to wit:
AYES:
NOES:
ABSENT:
Hall, Blackburn, Bhat-Patel, Schumacher, Hamilton.
None.
None.
(SEAL)
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February 26, 2019 Item #2 Page 62 of 178
AGREEMENT FOR ONLINE PAYMENT PROCESSING SERVICES
INVOICE CLOUD, INC,
Attachment A
u,!HIS AGREEMENT is made and entered into as of the / / -1-L. day of
.LL.J.~ , 20.fj_, by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and INVOICE CLOUD, INC., a Massachusetts corporation, ("Contractor'').
RECITALS
A. City requires the professional services of an online payment processor in a
securely hosted real-time environment that is experienced in the acceptance of payments for
invoiced and non-invoiced items.
B. Contractor has the necessary experience in providing professional services and
advice related to electronic bill payment and presentment services.
C. Contractor has submitted a proposal to City and has affirmed its willingness and
ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in attached Exhibit 11A11, which is incorporated by this reference in
accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the
Metropolitan Southern California Area, and will use reasonable diligence and best judgment while
exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of four ( 4) years from the date first above
written. The City Manager may amend the Agreement to extend it for one additional three (3) year
periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's
performance, City needs, and appropriation of funds by the City Council. The parties will prepare
a written amendment indicating the effective date and length of the extended Agreement.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total not-to-exceed (NTE) fees payable for the Services to be performed during the initial
Agreement term will be four-hundred thousand dollars ($400,000). These fees are based on
assumptions about credit card transaction volumes, using 2018 volumes as the baseline. In the
event that transaction volumes are under-estimated an amendment will be done between the
parties using the agreed upon rates in this agreement. No other compensation for the Services
will be allowed except for items covered by subsequent amendments to this Agreement. The City
reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or
Services specified in Exhibit 11A11•
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Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and
in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be
under control of City only as to the result to be accomplished, but will consult with City as
necessary. The persons used by Contractor to provide services under this Agreement will not be
considered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete
compensation to which Contractor is entitled. City will not make any federal or state tax
withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be
required to pay any workers' compensation insurance or unemployment contributions on behalf
of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty
(30) days for any tax, retirement contribution, social security, overtime payment, unemployment
payment or workers' compensation payment which City may be required to make on behalf of
Contractor or any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election, City may deduct the indemnification amount from any balance
owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City.
If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the
acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly
employed by the subcontractor, as Contractor is for the acts and omissions of persons directly
employed by Contractor. Nothing contained in this Agreement will create any contractual
relationship between any subcontractor of Contractor and City. Contractor will be responsible for
payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of
a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically
noted to the contrary in the subcontract and approved in writing by City.
Contractor has made the City aware that it will use Chase Paymentech for ACH processing
services while performing the Services called for in this Agreement. City does not consider said
arrangement to be a subcontracting arrangement.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses including attorney's
fees arising out of the performance of the work described herein caused by any negligence,
recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City's self-administered workers'
compensation is included as a loss, expense or cost for the purposes of this section, and that this
section will survive the expiration or early termination of this Agreement.
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10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which may
arise out of or in connection with performance of the services by Contractor or Contractor's
agents, representatives, employees or subcontractors. The insurance will be obtained from an
insurance carrier admitted and authorized to do business in the State of California. The insurance
carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus
line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating
in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by
the National Association of Insurance Commissioners (NAIC) latest quarterly listings report.
10.1 Coverage and Limits.
Contractor will maintain the types of coverage and minimum limits indicated below, unless the
Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage
will not constitute any limitations or cap on Contractor's indemnification obligations under this
Agreement. City, its officers, agents and employees make no representation that the limits of the
insurance specified to be carried by Contractor pursuant to this Agreement are adequate to
protect Contractor. If Contractor believes that any required insurance coverage is inadequate,
Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense. The full limits available to the named insured shall also be available
and applicable to the City as an additional insured.
10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an
"occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per
occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply
separately to this project/location or the general aggregate limit shall be twice the required
occurrence limit.
10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work
for City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor
has no employees and provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's
profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a
period of five years following the date of completion of the work.
10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 The City will be named as an additional insured on Commercial General Liability
which shall provide primary coverage to the City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which
will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and any extensions
of it and will not be canceled without thirty (30) days prior written notice to City sent by certified
mail pursuant to the Notice provisions of this Agreement.
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10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance
coverages, then City will have the option to declare Contractor in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in order to maintain
the required coverages. Contractor is responsible for any payments made by City to obtain or
maintain insurance and City may collect these payments from Contractor or deduct the amount
paid from any sums due Contractor under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete
and certified copies of any or all required insurance policies and endorsements.
11 . BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the
Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City
during normal business hours to examine, audit, and make transcripts or copies of records and
any other documents created pursuant to this Agreement. Contractor will allow inspection of all
work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
13. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on
behalf of City and on behalf of Contractor under this Agreement.
For City
Name Brent Gerber
Title Sr. Management Analyst
Department Information Technology
City of Carlsbad
Address 1635 Faraday Avenue
Carlsbad, CA 92008
Phone No. (760) 602-2498
For Contractor
Name Robert Montgomery
Title Director, Sales Operations
30 Braintree Hill Office Park, Suite
Address 303 ---------------
Br a int re e, MA 02184
Phone No. (781) 353-2559
Email rmontgomery@invoicecloud.com
Each party will notify the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
14. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report
investments or interests in all categories.
YesD No ■
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15. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations
which in any manner affect those employed by Contractor, or in any way affect the performance
of the Services by Contractor. Contractor will at all times observe and comply with these laws,
ordinances, and regulations and will be responsible for the compliance of Contractor's services
with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986
and will comply with those requirements, including, but not limited to, verifying the eligibility for
employment of all agents, employees, subcontractors and consultants whose services are
required by this Agreement.
16. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
17. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will
be used to resolve any questions of fact or interpretation not otherwise settled by agreement
between the parties. Representatives of Contractor or City will reduce such questions, and their
respective views, to writing. A copy of such documented dispute will be forwarded to both parties
involved along with recommended methods of resolution, which would be of benefit to both
parties. The representative receiving the letter will reply to the letter along with a recommended
method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The
City Manager will consider the facts and solutions recommended by each party and may then opt
to direct a solution to the problem. In such cases, the action of the City Manager will be binding
upon the parties involved, although nothing in this procedure will prohibit the parties from seeking
remedies available to them at law.
18. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, and following
the City giving Contractor at least thirty (30) days to cure any failure, City may terminate this
Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement,
City may terminate this Agreement upon written notice to Contractor. Upon notification of
termination, Contractor has five (5) business days to deliver any documents owned by City and
all work in progress to City address contained in this Agreement. City will make a determination
of fact based upon the work product delivered to City and of the percentage of work that
Contractor has performed which is usable and of worth to City in having the Agreement
completed. Based upon that finding City will determine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may terminate this
Agreement. In this event and upon request of City, Contractor will assemble the work product and
put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work
performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed
and the compensation to be made.
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19. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other
than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that
Contractor has not paid or agreed to pay any company or person, other than a bona fide
employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon, or resulting from, the award or making of this Agreement. For breach or violation
of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion,
to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the
fee, commission, percentage, brokerage fees, gift, or contingent fee.
20. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must
be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation
of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is
submitted to City, it may be considered fraud and Contractor may be subject to criminal
prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.,
the False Claims Act applies to this Agreement and, provides for civil penalties where a person
knowingly submits a false claim to a public entity. These provisions include false claims made
with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to
recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a
false claim may subject Contractor to an administrative debarment proceeding as the result of
which Contractor may be prevented to act as a Contractor on any public work or improvement for
a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is
grounds for City to terminate this Agreement.
21 . JURISDICTION AND VENUE
Any action at law or in equity brought by either of the parties to enforcing a right or rights provided
for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego,
State of California, and the parties waive all provisions of law providing for a change of venue in
these proceedings to any other county.
22. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor
and their respective successors. Neither this Agreement nor any part of it nor any monies due or
to become due under it may be assigned by Contractor without the prior consent of City, which
shall not be unreasonably withheld.
23. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along
with the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms
of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions
may be amended, modified, waived or discharged except in a writing signed by both parties.
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24. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority
to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
(sign her
By:
(sign here)
(print name/title)
By:
(Ci anager or Mayor or Division
Director as authorized by the City
Manager)]
ATTEST:
~cl /-./BB ENGLES~
1" 'City Clerk
If required by City, proper notarial acknowledgment of execution by contractor must be attached.
If a corporation, Agreement must be signed by one corporate officer from each of the following
two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
BY: ____,ti'-------=-/\AJ ______ (L'--------+---_
Assistant City Attornby
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Overview
EXHIBIT "A"
SCOPE OF SERVICES
Invoice Cloud
Statement of Work
City of Carlsbad
The Invoice Cloud (IC) suite of services (The Service) will give the City of Carlsbad (Biller) and its customers
the ability to accept on line payments for invoiced and non-invoiced items. The Service will allow the City
of Carlsbad to offer online payment processing in a securely hosted real-time environment. Customers
will be able to locate, view and print bills or invoices and payment records online and pay using credit
cards, debit cards, and electronic checks.
Definitions:
1. Biller -Merchant/ City of Carlsbad
2. Payer -Client customer, resident, person paying a bill or invoice
3. EBPP -Electronic Bill Presentment & Payment
4. Bill -Bill and Invoice are used synonymously throughout this document
5. RTDR -Real-Time Data Refresh -collects and aggregates the data as soon as a user accesses a
specific function
6. NTDR -Near-Time Data Refresh -integration that happens periodically; the data is collected
immediately but it is not aggregated until later -data can be processed every day, every hour or
even every few minutes
1. Security and Industry Compliance
Invoice Cloud maintains full compliance with current applicable Payment Card Industry (PCI)
standards, Cardholder Information Security Program {CISP) regulations and National Automated
Clearinghouse Association (NACHA) rules and guidelines. Invoice Cloud will abide by such guidelines
for the security of all card holder data that Invoice Cloud possesses.
a. PCI -Invoice Cloud will provide compliant storage of Biller's customer payment information
that is certified by Visa/MasterCard. Data security measures are addressed during collection
and transmission via SSL with our patent pending encryption technology. All confidential
information will be treated in accordance with the PCI standards.
b. Software as a Service (Saas) Architecture -All Biller customer financial and payment
information and the invoice presentment and payment processing application is housed
offsite from Biller.
c. Browser Compatibility -Invoice Cloud supports the most current version of the industry's
most common browsers.
2. Data Integration
Invoice Cloud maintains an integration with Northstar. The integration for the City of Carlsbad will
include the functionality found in Appendix B.
3. Payer Portal
The Payer Portal is an electronic bill presentment and online payment portal where a Biller's customer
(Payer) can view a bill and then proceed, within the same user interface, to make an online payment.
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a. Invoice Cloud will present bills electronically through a payer portal that is branded for Biller
or via an email notification, if the Payer provides an email address.
b. The electronic invoice presentment will simulate the paper invoice Biller uses and will be
available in PDF and/or html format.
d. The Service may provide the Payer the option of making a payment via credit card (Visa,
MasterCard, American Express and Discover) or electronic check (also referred to as ACH, e-
check, EFT).
e. The Service provides the Payer a one-time online payment option without registration, and
the capability to register to access Payer's account history, schedule a payment, or set up
AutoPay payments.
f. A Payer will have the ability to choose their payment date (also known as scheduled
payments).
g. The system will accept partial, full, or overpayments as defined by the Biller.
h. The Payer will register with the Service using the authentication method designated by Biller.
i. Linking Accounts -After registering with the Service, the Payer will be able to login into their
account(s). If the Payer has multiple accounts and uses the same authentication information
for all accounts, the Payer will be able to link their account and view from a single registration.
The Payer will then have the option to choose which account they would like to pay or view
in further detail.
j. The Payer will receive an email confirmation of payment after any payment process.
k. The Payer will have the ability to search and access historical bills once they register with the
Service. The Service will store twenty-four (24) months of rolling history from the point of
Biller's first invoice file upload to the Service. This includes invoice history and account history.
I. Biller has the option of allowing the Payer to pay via different payment methods which include
on line, IVR, IC Biller Portal, Pay by Text, CloudCSRConnect and CloudPOSConnect.
m. Payers who have scheduled a payment or registered for AutoPay will receive email
notification from the Service of pending payments.
n. The Service includes shopping cart functionality.
o. The Service will allow the Payer the option to elect paperless billing.
p. A Payer registered for paperless billing will be automatically placed back on paper billing if
their email address is undeliverable; notification of the Payer's undeliverable email address
will be sent to Biller via email.
q. The Service complies with Federal E-Signature Act for paperless billing and AutoPay by
providing a system in which a Payer must confirm enrollment in paperless billing and/or
Auto Pay by responding to an email sent after the Payer registers for paperless billing and/or
Auto Pay through online self-service.
4. Biller Portal
The Biller Portal is an administrative portal where Biller staff will have access to reporting, search
customers, search invoices, search payments, initiate payments or credits, login as a Payer, modify
email templates, etc.
a. Biller can log in as the Payer on either the Biller or Payer Portal and make a payment on behalf
of the Payer. There is an audit trail for who made the payment, and the source of every
payment (CSR, Pay by Text, AutoPay, Web, IVR, etc.).
b. Biller will have the capability of blocking future payments by specific Payer and payment
method type (i.e. Credit Card or E-Check (ACH).
c. Permissions -The Biller Portal includes a table of role based permissions, determined by the
Biller's System Administrator. Each permission is applied to a user ID on an individual basis
to maximize flexibility. The system administrator can allow or disallow access to functions
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such as viewing data, creating reports, resending email notices, processing payments, credits
or refunds, editing email templates and more. Since it is controlled by Biller administrator,
changes can be made quickly on an as needed basis.
d. Administrative Email Notifications -Biller may set up the system to send several
administrative notifications and request system notifications be sent to multiple staff
members. This allows different departments to get the information they need in a timely
manner. The notifications include:
• ACH Reject Notifications
• Batch Close Notifications
• Daily Management Report
• File Processing Notifications
• Month End Billing Invoice
• Paperless Customer Email Bounce Daily Report
• Request System Notifications (this is the ticketing system available in the Invoice
Cloud payer portal).
• Status Notifications (notifications of planned outages, new features, etc.)
e. Biller Controlled Configuration Options -The Biller Portal includes several Biller controlled
configurable options to customize the way payments and customer accounts are handled.
The Biller will be able to configure for:
• allowing Auto-Pay and scheduled payments
• allowing customers to update their phone or mailing address through the payer portal
• allowing customers to pay less than, or more than the balance due based on
receivable type
• updating Refund Policy description
• updating customer service phone number
5. Biller Portal -Reporting
Biller can access a selection of pre-configured reports. Biller can request reports for daily, monthly,
or date range activity. Most reports can be exported to excel files or scheduled for download as a
custom report, as indicated by asterisk(*) in the report name. All stored payment data is truncated,
and this is reflected in all reports.
a. Reports:
b. Search Customers*
C. Search Invoices
d. Search Payment Transactions*
e. Monthly Summary
f. Registration Report*
g. Autopay Report*
h. Paperless Report*
i. Data Synchronization History
j. EFT/ACH Rejects*
k. View Scheduled Payments*
I. Invoice File History
m. Import Errors
n. Daily Payments Received*
0. Total Outstanding Invoices
p. Email Notification Summary
q. Email Statistics
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r. Email Tracking
s. Bounced Email Report
• Email Statistics
• Email Tracking
• Bounced Email Report
6. Payer Email Notifications
Invoice Cloud provides a set of customizable email notification templates for each invoice type that
are delivered for numerous events surrounding electronic invoice presentment and payment activity.
Email notifications may be customized through the Biller Portal using a Word style editor and options
to insert secure hyperlinks to website, links to electronic documents such as newsletter or bill inserts,
and/or variable fields selected from the Biller's data file.
a. Three (3) email notifications can be scheduled. The first notification is based on the number
of days from the invoice due date. Second and third notifications will only be sent to Payers
with an outstanding balance, a scheduled payment, or Payers who have signed up for Auto-
Pay.
b. At the discretion of Biller, Payer email notifications can be delivered for each of the following
events.
• First Invoice Email Notification
• Second Invoice Email Notification
• Third Invoice Email Notification
• Payment Transaction Receipt
• Declined Auto Pay Transaction
• Late Fee Email Notification
• Declined Scheduled Payment Notification
• Registered Customer Welcome Email
• AutoPay Registration Notification
• Paperless Registration Notification
• ACH Reject/Chargeback Notices (with reason codes and descriptors)
• Credit Card Expiration Notification
• Scheduled Payment Confirmation
• AutoPay Reminder Notification
• FlexPay Confirmation Notification
• Scheduled Payment Reminder
• Paperless Off Confirmation
• Online Bank Di rect Payment Receipt
• Check 21 Payment Receipt
• Linked Accounts First Notice Notification
• Linked Accounts Second Notice Notification
• Linked Accounts Third Notice Notification
• Auto Pay Off Confirmation
• Conveyed Customer Notification
• Multiple Registered Customers Welcome Email
• Recurring Scheduled Payment Confirmation
• Recurring Scheduled Payment Canceled
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7. Business Rules
The Invoice Cloud solution is designed for flexibility for customers and Billers. There are many rules
currently available and we will also undertake the creation of new business rules as we both agree.
Each bill type operates independently and can accept different payment types as well as other
business rules. At Biller's option, multiple business rules can be applied to each bill type. Invoice Cloud
provides flexibility regarding business rules to support specific needs, including:
a. Ability to allow partial payments, over payments, full balance only, or late fees.
b. Ability to allow payments beyond the due date -The service is designed to accommodate
biller specific business rules like allowing payments beyond their due date.
c. Ability to allow for multiple payment types for one customer for the same bill -The service
allows multiple payment types from one customer for the same bill when partial payments
are allowed. Credit/debit card and e-check (ACH) can be run separately and an unlimited
number of remittance types can be used. For example, a customer can pay part of a bill with
a checking account, another part with a credit card and the remainder with a second credit
card of a different type.
8. Implementation Process
Invoice Cloud assigns an Implementations Manager (IM) to each Biller. The IM will be the Biller's
primary contact during the implementation process and coordinates all necessary resources from
Biller, Biller software company, Invoice Cloud, and any sub-contractors. The IM will provide the Biller
with the following documents to facilitate the project:
a. New Biller Questionnaire & Questionnaire Key-Documents critical information needed to
setup and initiate the service including information on business rules and feature selection.
b. Project Timeline -Details project schedule and milestones.
c. Testing & Training Plan -This plan walks the Biller through a set of user acceptance testing
criteria and facilitates training on the service.
9. Support & Training
a. Business Hours -The business hours will be Monday through Friday from 8 a.m. to 8 p.m.
Eastern Standard Time. Note: Biller Support hours are 8 a.m. to 8 p.m. EST. Payer Support
hours are currently 8 a.m. to 4 p.m. EST.
b. Help Desk -The Service will provide a helpdesk ticketing system for Biller within the Biller
Portal to get help from Invoice Cloud client support team. This tool will allow Biller to track
and retain resolutions for historical reference.
c. Payer Support -The Payer Support is two tiered with Biller staff as the first line of support
regarding account, registration and billing questions. Issues with the Invoice Cloud service
operation or incorrect credit card charges will be routed to Invoice Cloud Client Support via
telephone or a Biller helpdesk ticket.
d. Biller Support -If Biller encounters an inquiry which they cannot resolve Biller will create a
helpdesk support ticket. Invoice Cloud Customer Support will address the issue and if
applicable provide training to Biller to allow the address of tickets in a timely matter; often
within twenty-four (24) business hours. Biller and technical support is available during
business hours.
i. Routine Technical Support -Technical Support is available during business hours. Biller
may call customer support directly; however, the use of the helpdesk ticketing system is
encouraged as the preferred method of contact. Invoice Cloud staff views all tickets as
they are submitted and routes them to the appropriate person for resolution.
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12 February 26, 2019 Item #2 Page 74 of 178
ii. Emergency After-Hours Support-The helpdesk service is monitored after business hours
and emergency support issues are addressed within one (1) hour. An emergency support
issue is defined as an issue involving the system being down and inoperable and does not
include Payer payment issues. Biller may request email notification be provided in the
event the system is down and inoperable. The Emergency After-Hours Support Number
is (800) 564-7519.
e. Service Enhancements -Most enhancements do not require action on the part of Biller.
Upgrades as agreed are done at the Invoice Cloud server level, so there are no mandatory
actions for Biller to take. Support levels are not affected by enhancements.
f. Biller Training-Biller staff will be guided in how to use the system through in-house training,
documentation, remote live sessions, and access to our client support team.
• All standard training will be done remotely. Invoice Cloud's training personnel will
provide sessions for both Payer and Biller portals for Biller's staff.
• Separate training is conducted for Biller's technical staff regarding the uploading of bill
files and any other applicable processes.
• Ongoing phone and Go-To-Meeting training will be provided during the first month of use
at no additional cost to Biller.
10. Marketing
Invoice Cloud provides marketing support that our Billers can use to promote the EBPP and IC
payment solutions to its Payers, at no charge. Invoice Cloud's marketing group will schedule a 1-hour
conference call to review Invoice Cloud's recommended best practices for promoting the service.
Sample templates will be provided for each item and customizations can be made upon request. The
marketing collateral that Invoice Cloud provides may include:
• Bill Inserts
• Newsletters
• Envelope Teasers
• Pay Button Link
• Posters with Acrylic Stands for Payment Counters
• Business card sized take-away cards with QR code
• Local cable/TV station announcement
11. CloudlVRConnect™
The IC CloudlVRConnect allows Billers to accept payments via our interactive voice response system.
It provides customers with 24-hour access to account status and billing information (total balance
due, past due amount, last payment made, next billing date etc.). The following options are available:
• Provides for a toll-free call and a caller ID number set by the biller
• Supports messaging in both English and Spanish
• Provides for a customizable initial greeting (includes City/County/Company name) -all
remaining prompts are standard
• Ability to pay with credit card (Visa, MasterCard, Discover, American Express), debit card, or
eCheck (ACH)
• Replays information with Invoice Cloud generated confirmation#
12. CloudSMSConnect™
The IC CloudSMSConnect allows Billers to accept payments via SMS text messaging. The following
options are available:
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13 February 26, 2019 Item #2 Page 75 of 178
• Provides interactive registration and service sign-up confirmation
• Sends notification when new bills are available for payment
• Ability to pay with credit card (Visa, MasterCa rd, Discover, American Express), debit card, or
eCheck (ACH)
• Allows for payment utilizing a stored-payment method
13. CloudStore™
The IC CloudStore allows Billers to accept payments for non-invoiced services like books, t-shirts, etc.,
fire, police, building permits, or activity programs. The following options are available:
• Accept electronic check and or credit/debit cards.
• Customer receives immediate email confirmation of payment.
• Department receives email notification of purchase event for instant fulfillment services.
• Ability to apply convenience fees, if required.
• Reporting by service type.
• Linked to Biller branded payment portal.
• Each service type can have its own online registration form.
• Can be setup to accept payments over the counter.
14. Online Bank Direct™
The IC Online Bank Direct (OBD) allows Billers to electronically import eCheck (ACH) payments
initiated from consumer bank bill sites. The following options are available:
• Auto-matching of payments with open invoices
• Email consumer a payment notification for those customers with an email address on file
• Ability to apply a single payment to multiple invoices
• Custom search capabilities to locate matching invoice(s)
• Electronic deposit of corresponding eCheck
This SOW contains many products, services and payment methods. Only the specific products, services and
payment methods selected by the City of Carlsbad, as outlined in the Bille r Order Form, are included in the
delivery of products, services and payment methods._
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Appendix A: System Modifications
As outlined below, Invoice Cloud has agreed to make the following changes to the setup and
functionality of our platform:
NONE
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EXHIBIT "B"
1. License Grant & Restrictions. Subject to execution by Biller of the Invoice Cloud Biller Order Form
incorporating this Agreement, Invoice Cloud hereby grants Biller a non-exclusive, non-transferable,
worldwide right to use the Service described on the Biller Order Form until termination as provided herein,
solely for the following purposes, and specifically to bill and receive payment from Biller's own customers,
for Services that are referenced in the Biller Order Form. All rights not expressly granted to Biller are
reserved by Invoice Cloud and its licensors.
Biller will provide to Invoice Cloud all Biller Data generated for Biller's Customers. Unless otherwise
expressly agreed to in writing by Invoice Cloud to the contrary, Invoice Cloud will process all of Biller's
Customers' Payment Instrument Transactions requirements related to the Biller Data and will do so via
electronic data transmission according to our formats and procedures for each electronic payment type
selected in the Biller Order Form. In addition, Biller will sign all third-party applications and agreements
required for the Service.
Biller shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially
exploit or make available to any third party the Service in any way; (ii) modify or make derivative works
based upon the Service; (iii) Recreate, "frame" or "mirror" any portion of the Service on any other server
or wireless or Internet-based device; (iv) reverse engineer or access the Service; or (v) copy any features,
functions or graphics of the Service.
2. Privacy & Security. Invoice Cloud's privacy and security policies may be viewed at
http://www.invoicecloud.com/privacy.html. Invoice Cloud reserves the right to modify its privacy and
security policies in its reasonable discretion from time to time which modification shall not materially
adversely impact such policies. Invoice Cloud will maintain compliance with current required Payment
Card Industry (PCI) standards and Cardholder Information Security standards.
3. Account Information and Data. Invoice Cloud does not and will not own any Customer Data, in the
course of providing the Service. Biller, not Invoice Cloud, shall have sole responsibility for the accuracy,
quality, integrity, legality, and reliability of, and obtaining the intellectual property rights to use and
process all Customer Data. In the event this Agreement is terminated, Invoice Cloud will make available
to Biller a file of the Customer Data within 30 days of termination of this Agreement (or at a later time if
required by applicable law), if Biller so requests at the time of termination. Invoice Cloud reserves the
right to remove and/or discard Customer Data with 30 days notice except as prohibited by applicable law
or in the event of exigent circumstances which makes prior notice impracticable, and in which case, notice
will be provided promptly thereafter.
4. Confidentiality/ Intellectual Property Ownership. Invoice Cloud agrees that it may be furnished with
or otherwise have access to Customer Data that the Biller's customers considers being confidential.
Invoice Cloud agrees to secure and protect the Customer Data in a manner consistent with the
maintenance of Invoice Cloud's own Confidential Information, using at least as great a degree of care as
it uses to maintain the confidentiality of its own confidential information, but in no event use less than
commercially reasonable measures. Invoice Cloud will not sell, transfer, publish, disclose, or otherwise
make available any portion of the Customer Date to third parties, except as required to perform the
Services under this Agreement or otherwise required by applicable law.
Invoice Cloud (and its licensors, where applicable) owns all right, title and interest, including all related
Intellectual Property Rights, in and to the Invoice Cloud Technology, the Content and the Service and any
enhancement requests, feedback, integration components, suggestions, ideas, and application
programming interfaces, recommendations or other information provided by Biller or any other party
relating to the Service. In the event any such intellectual property rights in the Invoice Cloud Technology,
the Content or the Service do not fall within the specifically enumerated works that constitute works made
for hire under applicable copyright laws or are deemed to be owned by Invoice Cloud, Biller hereby
irrevocably, expressly and automatically assigns all right, title and interest worldwide in and to such
City Attorney Approved Version 6/12/18
18 February 26, 2019 Item #2 Page 80 of 178
intellectual property rights to Invoice Cloud. The Invoice Cloud name, the Invoice Cloud logo, and the
product names associated with the Service are trademarks of Invoice Cloud or third parties, and no right
or license is granted to use them.
Biller agrees that during the course of using or gaining access to the Service (or components thereof) it
may be furnished with or otherwise have access to information that Invoice Cloud considers to be
confidential including but not limited to Invoice Cloud Technology, customer and/or prospective customer
information, pricing and financial information ofthe parties which are hereby deemed to be Invoice Cloud
Confidential Information, or any other information by its very nature constitutes information of a type
that any reasonable business person would conclude was intended by Invoice Cloud to be treated as
proprietary, confidential, or private (the "Confidential Information"). Biller agrees to secure and protect
the Confidential Information in a manner consistent with the maintenance of Invoice Cloud's rights
therein, using at least as great a degree of care as it uses to maintain the confidentiality of its own
confidential information, but in no event use less than reasonable efforts. Biller will not sell, transfer,
publish, disclose, or otherwise make available any portion of the Confidential Information of the other
party to third parties (and will ensure that its employee and agents abide by the requirements hereof),
except as expressly authorized in this Agreement or otherwise required by applicable law.
5. Billing and Renewal. Invoice Cloud fees for the Service are provided on the Biller Order Form. Invoice
Cloud's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, Invoice Cloud may
assess and/or collect such taxes, levies, or duties against Biller and Biller shall be responsible for payment
of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on
Invoice Cloud's income. All payment obligations are non-cancellable and all amounts or fees paid are non-
refundable. Unless Invoice Cloud in its discretion determines otherwise, all fees will be billed in U.S.
dollars. If Biller believes Biller's bill or payment is incorrect, Biller must provide written notice to Invoice
Cloud within 60 days of the earlier of the invoice date, or the date of payment, with respect to the amount
in question to be eligible to receive an adjustment or credit; otherwise such bill or payment is deemed
correct. Invoice Cloud reserves the right to modify any pricing with respect to fees owed by the Biller upon
thirty days written notice to Biller based on increases incurred by Invoice Cloud on fees, assessments, and
the like from credit card processers, bank card issuers, payment associations, ACH and check processers.
6. Intentionally left blank.
7. Invoice Cloud Responsibilities. Invoice Cloud represents and warrants that it has the legal power and
authority to enter into this Agreement. Invoice Cloud warrants that the Service will materially perform
the functions that the Biller has selected on the Order Form under normal use and circumstances and
that. Invoice Cloud shall use commercially reasonable measures with respect to Customer Data to the
extent that it retains such, in the operation of the Service; provided that the Biller shall maintain
immediately accessible backups of the Customer Data. In addition, Invoice Cloud will, at its own expense,
as the sole and exclusive remedy with respect to performance of the Service, correct any Transaction Data
to the extent that such errors have been caused by Invoice Cloud or by malfunctions of Invoice Cloud's
processing systems.
8. Limited Warranty EXCEPT AS PROVIDED IN SECTION 7, THE SERVICES AND ALL CONTENT AND
TRANSACTION DATA IS PROVIDED WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS.
INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS DO NOT REPRESENT OR WARRANT
THAT (A) THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN
COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THAT THE SERVICE W ILL
NOT DELAY IN PROCESSING OR PAYING, OR (C) THE SERVICE WILL MEET REQUIREMENTS WITH RESPECT
TO SIZE OR VOLUME. Invoice Cloud's service may be subject to limitations, delays, and other problems
inherent in the use of the internet and electronic communications. Invoice cloud is not responsible for
City Attorney Approved Version 6/12/18
19 February 26, 2019 Item #2 Page 81 of 178
any delays, delivery failures, or other damage resulting from such problems. Biller represents and
warrants that Biller has not falsely identified itself nor provided any false information to gain access to the
Service and that Biller's billing information is correct.
9. Biller's Responsibilities. Biller is responsible for all activity occurring under Biller's accounts and shall
abide by all applicable laws, and regulations in connection with Biller's and/or its customers' and a payers'
use of the Service, including those related to data privacy, communications, export or import of data and
the transmission of technical, personal or other data. Biller shall: (i) notify Invoice Cloud immediately of
any unauthorized use of any password or account or any other known or suspected breach of security; (ii)
report to Invoice Cloud and immediately stop any copying or distribution of Content that is known or
suspected to be unauthorized by Biller or Biller's Users; and (iii) obtain consent from Biller's customers
and payers to receive notifications and invoices from Invoice Cloud. Invoice Cloud is not responsible for
any Biller postings in error due to delayed notification from credit card processor, ACH bank and other
related circumstances.
10. Intentionally left blank.
11. Fees.
Invoice Cloud will not charge fees related to the initial setup, initial implementation and personalization
of its standard Service unless a fee is included in the Biller Order Form. Invoice Cloud will charge the Bille r
or payer fees as provided in the Biller Order Form. In addition, Invoice Cloud reserves the right to charge
for changes to the setup, implementation or personalization performed after the completion of initial
setup or implementation and any other requested work or changes including the following services, at its
then standard rates:
• new file/biller set up
• template changes
• custom reports and other custom development
• new bill printer support
• invoice file fo rmat changes resulting in revision of integration/data translation
• re-implementation of a site/system and/or new billing system
• payment fi le revisions
• loading pdfs and importing/loading invoices
• conversion of biller customer registrations/passwords (post initial implementation)
• balance forward of invoices
• other out of scope services
12. Limitation of Liability. INVOICE CLOUD'S AGGREGATE LIABILITY SHALL BE UP TO AND NOT EXCEED
THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM BILLER IN THE TWELVE (12) MONTH PERIOD
IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. EXCEPT FOR GROSS NEGLIGENCE OR
INTENTIONAL ACTS, IN NO EVENT SHALL INVOICE CLOUD AND/OR ITS LICENSORS BE LIABLE TO ANYONE
FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF
DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY
CONNECTED WITH THIS SERVICE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR
SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability
for incidental, consequential or certain other types of damages, so the exclusions set forth above may not
apply to Biller.
13. Export Control. The Biller agrees to comply with United States export controls administered by the
U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets
Control, and other U.S. agencies.
14. Intentionally left blank.
15. Intentionally left blank.
City Attorney Approved Version 6/12/18
20 February 26, 2019 Item #2 Page 82 of 178
16. Intentionally left blank.
17. Intentionally left blank.
18. General. The failure of either party to enforce any right or provision in this Exhibit shall not constitute
a waiver of such right or provision unless acknowledged and agreed to by Invoice Cloud in writing. All
rights and obligations of the parties in Sections 4, 6, 10, 12, 14 and 18 shall survive termination of this PSA
Agreement which incorporates this Exhibit B. Biller agrees that Invoice Cloud can disclose the fact that
Biller is a paying customer and the edition of the Service that Biller is using.
Additional terms and conditions and definitions are found at www.invoicecloud.com/termsandconditions
(the "Biller T +C").
The Biller hereby authorizes Invoice Cloud, Inc. ("Invoice Cloud") to initiate and execute debit/credit
entries to its checking/deposit account(s) designated by Biller and to debit/credit the same such
account(s). The Biller acknowledges that the origination of ACH transactions to its account(s) must
comply with the provisions of U.S. law. This authority is to remain in full force and effect until (i) Invoice
Cloud has received written notification (by electronic or U.S. mail) from the Biller of its revocation in
such time and manner as to allow Invoice Cloud a reasonable opportunity to act on it, but not less than
10 business days notice; and (ii) all obligations of the Biller to Invoice Cloud that have arisen under this
Agreement and all other agreements have been paid in full. The Biller must also notify Invoice Cloud, in
writing, (by electronic or U.S. mail) when a change in account number(s) or bank has occurred at which
time this authorization shall apply to such new/changed account. This notification must be received
within 10 business days of change. A fee will be charged for any returned ACH debits.
The Biller: (1) certifies that all information and documents submitted in connection with Exhibit Care
true and complete; (2) agrees that Biller and each transaction submitted will be bound by terms and
conditions in the PSA in its entirety.
Pay by Text: Standard data rates and text messaging rates may apply based on the payer's plan with
their mobile phone carrier. Payer can opt out of text messaging at any time with Invoice Cloud. Partial
payment or overpayment is not supported. Service fees may apply based on the biller set up with
Invoice Cloud. Biller may not use the service for activities that violate any law, statute, ordinance or
regulation.
City Attorney Approved Version 6/12/18
21 February 26, 2019 Item #2 Page 83 of 178
EXHIBIT "C"
lnvoiceCloud-Bliler Order f orm
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City Attorney Approved Version 6/12/18
22 February 26, 2019 Item #2 Page 84 of 178
lnvoiceCloud .. Biller Order Form
This page intentionally blank.
City Attorney Approved Version 6/12/18
23 February 26, 2019 Item #2 Page 85 of 178
Exhibit "D"
CHASE O T"
Paymentech
SUBJHITER MERCHANT
PAYMENT PROCESSING INSTRUCTIONS AND GUIDELINES
Paymentech, LLC ("Paymentech" or "we", "us" or "our" and the like), for itself and on behalf of
JPMorgan Chase Bank, N.A. ("Member"), is very excited about the opportunity to join Invoice Cloud,
Inc. in providing you with state-of-the-art payment processing services. When your Customers pay you
through Invoice Cloud, Inc., you may be the recipient of a Card funded payment. The organizations that
operate these Card systems (such as Visa U.S.A., Inc. and MasterCard International Incorporated;
collectively, the "Payment Brands") require that you (i) enter into a direct contractual relationship with
an entity that is a member of the Payment Brand and (ii) agree to comply with Payment Brand Rules as
they pertain to applicable Card Transaction you submit through Invoice Cloud, Inc .. You are also
required to fill out an Application with Paymentech. The Application provides Paymentech with
information relative to your processing practices and expectations.
By executing this document, you are fulfilling the Payment Brand Rule of entering into a direct
contractual relationship with a member, and you are agreeing to comply with Payment Brand Rules as
they pertain to Transactions you submit for processing through the Invoice Cloud, Inc. service. We
understand and acknowledge that you have contracted with Invoice Cloud, Inc. to obtain Card
processing services on your behalf and that Invoice Cloud, Inc. may have agreed to be responsible for
your obligations to us for such Transactions and as set forth in these guidelines.
The following information is designed to inform and assist you as we begin our relationship.
1. Your Acceptance of Cards
• You agree to comply with all Payment Brand Rules, as may be applicable to you and in effect from
time to time. You understand that we may be required to modify these instructions and guidelines
in order to comply with requirements imposed by the Payment Brands.
• In offering payment options to your customers, you may elect any one of the following options.
These acceptance options above apply only to domestic transactions:
(I) Accept all types of Visa and MasterCard cards, including consumer credit and debit/check
cards, and commercial credit and debit/check cards;
(2) Accept only Visa and MasterCard credit cards and commercial cards (If you select this option,
you must accept all consumer credit cards (but not consumer debit/check cards) and all
commercial card products, including business debit/check cards); or
(3) Accept only Visa and MasterCard consumer debit/check cards (If you select this option, you
must accept all consumer debit/check card products (but not business debit/check cards) and
refuse to accept any kind of credit cards).
• If you choose to limit the types of Visa and MasterCard cards you accept, you must display
appropriate sign age to indicate acceptance of the limited acceptance category you have selected
(that is, accept only debit/check card products or only credit and commercial products).
• For recurring transactions, you must obtain a written request or similar authentication from your
Customer for the goods and/or services to be charged to the Customer's Card, specifying the
frequency of the recurring charge and the duration of time during which such charges may be
made.
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2. Settlement
• Upon our receipt of your Transactions, we will process your Transactions to facilitate the funds
transfer between the various Payment Brands, you and Invoice Cloud, Inc.. Unless otherwise
agreed to by the parties, after we receive credit for such Transactions, we will provide provisional
credit to one or more of the Bank Account(s) you designate herein under the "Funding Schedule"
section.
• You must not submit Transactions for payment until the goods are delivered, shipped, or the
services are performed. If a Customer disputes being charged for merchandise or services before
receiving them, the result may be a Chargeback to you.
3. Charqebacks
• You may receive a Chargeback for a number of reasons. The following are some of the most
common reasons for Chargebacks, but in no way is this meant to be an exhaustive list of all
Chargeback reasons:
(1) You do not issue a refund to a Customer upon the return or non-delivery of goods or services;
(2) An authorization/approval code was required and not obtained; The Transaction was fraudulent;
(3) The Customer disputes the Card sale or the signature on the sale documentation, or claims that
the sale is subject to a setoff, defense or counterclaim; or
(4) The Customer refuses to make payment for a Card sale because in the Customer's good faith
opinion, a claim or complaint has not been resolved, or has been resolved by you but in an
unsatisfactory manner
4. Data Security and Privacy
• By signing below, you represent to us that you do not have access to any Card Information (such as
the Customer's primary account number, expiration date, security code or personal identification
number) and you will not request access to such Card Information from Invoice Cloud, Inc .. In the
event that you do happen to receive Card Information in connection with the processing services
provided by Invoice Cloud, Inc. or Paymentech under these guidelines, you agree that you will not use
it for any fraudulent purpose or in violation of any Payment Brands or applicable law and you will
comply with all applicable Payment Brand Rules and Security Standards. If at any time you believe
that Card Information has been compromised, you must notify us promptly and assist in providing
notification to the proper parties. You must ensure your compliance with all Security Standards that
are applicable to you and which may be published from time to time by the Payment Brands. If any
Payment Brand requires an audit of you due to a data security compromise event or suspected event,
you agree to cooperate with such audit. You may not use any Card Information other than for the sole
purpose of completing the Transaction authorized by the Customer for which the information was
provided to you, or as specifically allowed by Payment Brand Rules, or required by law. In the event
of your failure, including bankruptcy, insolvency or other suspension of business operations, you shall
not sell, transfer or disclose any materials that contain Transaction information or Card Information
to third parties.
5. Funding Schedule
• In order to receive funds from Paymentech, you must maintain one or more bank account(s) at a
bank that is a member of the Automated Clearing House ("ACH") system and the Federal Reserve
wire system (the "Bank Account"). You must designate at least one Bank Account for the deposit
and settlement of funds and the debit of any fees and costs associated with Paymentech's
processing of the Transactions (all such designated Bank Accounts shall be collectively referred to
herein as the "Settlement Account"). You authorize Paymentech to initiate electronic credit and
debit entries and adjustments to your Settlement Account in accordance with this Section 5. We
will not be liable for any delays in receipt of funds or errors in Settlement Account entries caused
by third parties, including but not limited to delays or errors by the Payment Brands or your bank.
• Unless otherwise agreed to by the parties, the proceeds payable to the Settlement Account shall be
equal to the amounts received by us in respect of your Card transactions less all Chargebacks,
Customer refunds and other applicable charges. Such amounts will be paid into the Settlement
Account promptly following our receipt of the funds. If the proceeds payable to the Settlement
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Account do not represent sufficient credits, or the Settlement Account does not have a sufficient
balance to pay amounts due from you under these guidelines, we may pursue one or more of the
following options: (i) demand and receive immediate payment for such amounts; (ii) debit a Bank
Account for the amount of the negative balance; (iii) withhold settlement payments to the
Settlement Account until all amounts are paid, (iv) delay presentation of refunds until a payment is
made to us of a sufficient amount to cover the negative balance; and (v) pursue any remedies we
may have at law or in equity.
• Unless and until we receive written instructions from you to the contrary, all amounts payable by
Paymentech to you will be deposited in the Settlement Account designated and authorized by you
as set forth below:
Name of Bank: Wells Fargo Bank
Account Na me: -=C-'-'itCL.y--=o:..:..f--=C=ac:...rl=s=b-=-ad=------------
Ba nk Routing Number: _______ _
Account Number: ________ _
Reference: ________________ _
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6. Definitions
"Application" is a statement of your financial condition, a description of the characteristics of your
business or organization, and
related information you have previously or concurrently submitted to us, including credit and financial
information.
"Card" is an account, or evidence of an account, authorized and established between a Customer and
a Payment Brand, or representatives or members of a Payment Brand that you accept from Customers
as payment for a good or service. Payment Instruments include, but are not limited to, credit and debit
cards, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers,
paper certificates and credit accounts.
"Chargeback" is a reversal of a Transaction you previously presented to Paymentech pursuant
to Payment Brand Rules. "Customer" is the person or entity to whom a Card is issued or who
is otherwise authorized to use a Payment Instrument.
"Member" is JPMorgan Chase Bank, N.A. or other entity providing sponsorship to Paymentech as
required by all applicable Payment Brand. Your acceptance of Payment Brand products is extended by
the Member.
"Payment Brand" is any payment method provider whose payment method is accepted by Paymentech
for processing, including, but not limited to, Visa, U.S.A., Inc., MasterCard International, Inc., Discover
Financial Services, LLC and other credit and debit card providers, debit network providers, gift card and
other stored value and loyalty program providers. Payment Brand also includes the Payment Card
Industry Security Standards Council.
"Payment Brand Rules" are the bylaws, rules, and regulations, as they exist from time to time, of the
Payment Brands.
"Card Information" is information related to a Customer or the Customer's Card, that is obtained by
you or Invoice Cloud, Inc. from the Customer's Card, or from the Customer in connection with his or her
use of a Card (for example a security code, a PIN number, or the customer's zip code when provided as
part of an address verification system). Without limiting the foregoing, such information may include a
the Card account number and expiration date, the Customer's name or date of birth, PIN data, security
code data (such as CVV2 and CVC2) and any data read, scanned, imprinted, or otherwise obtained from
the Payment Instrument, whether printed thereon, or magnetically, electronically or otherwise stored
thereon.
"Paymentech", "we", "our", and "us" is Paymentech, LLC, a Delaware limited liability company, having
its principal office at 8181 Communications Pkwy, Plano, Texas 75024.
"Security Standards" are all rules, regulations, standards or guidelines adopted or required by the
Payment Brands or the Payment Card Industry Security Standards Council relating to privacy, data
security and the safeguarding, disclosure and handling of Payment Instrument Information, including
but not limited to the Payment Card Industry Data Security Standards ("PCI DSS"), Visa's Cardholder
Information Security Program ("CISP"), Discover's Information Security & Compliance Program,
American Express's Data Security Operating Policy, MasterCard's Site Data Protection Program ("SDP"),
Visa's Payment Application Best Practices ("PABP"), the Payment Card Industry's Payment Application
Data Security Standard ("PA DSS"), MasterCard's POS Terminal Security program and the Payment Card
Industry PIN Entry Device Standard, in each case as they may be amended from time to time.
"Transaction" is a transaction conducted between a Customer and you utilizing a Card in which
consideration is exchanged between the Customer and you.
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Please acknowledge your receipt of these instructions and guidelines and your agreement to comply
therewith.
Agreed and Accepted by:
City of Carlsbad
1200 CARLSBAD VILLAGE DRIVE
CARLSBAD, CA 92008
BY: (authorized signature)
Print name & Title
Date:
INTERNAL PAYMENTECH USE
Merchant Name: City of Carlsbad
063576
APPROVED AS TO FORM
By:Ce lia m• r;_;omey
Asst/De puty City Attorney
City of Carlsbad , CA
29
Agreed and Accepted by:
PAYMENTECH, LLC FOR ITSELF AND
ON BEHALF OF
JPMORGEN CHASE BANK, N.A.
4 Northeastern Boulevard
Salem, NH 03079
BY: (authorized signature)
Print name & Title
Date:
Page 3 of 3
Rev 04/18pdf
Paymentech Contract No.
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