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HomeMy WebLinkAbout05.E- City Clerk RESOLUTION (ID#2796) DOC ID: 2796 A CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION Agreement/Contract Amendment From: Telicia Lopez M/CC Meeting Date: 12/16/2013 Prepared by: Telicia Lopez, Dept: City Clerk Ward(s): All Subject: Resolution of the Mayor and Common Council of the City of San Bernardino Authorizing the Execution of an Agreement Between the City of San Bernardino and Litle & Company, LLC and Government Payment Service, Inc. (D/B/A "GovPayNet") to Provide Third Party Credit Card Processing Services. (#2796) Current Business Registration Certificate: No Financial Impact: Account Budgeted Amount: $ 0 Account No. Motion: Adopt the Resolution. Synopsis of Previous Council Action: No Previous actions for this vendor. Background: The Business Registration Division of the City Clerk's Office began accepting credit cards as a form of payment for processing the Business Registration fees in 2005. At the time customers had the option to mail in their credit card information or use a credit card in person. Accepting credit cards has allowed the City Clerk's Office to become more technologically available, and in 2008 the office began accepting renewal applications online. In early 2013,the office began accepting new applications online, and we hope to continue to advance in our options to provide convenient services to our customers. The only drawback to this technological advancement was assessment of merchant fees,which grew over time and now cost the city an average of$40,000 annually. With the City's current financial situation, the City Clerk's Office sought ideas on how to reduce or eliminate costs being incurred by the city. In July 2012,the office instituted a fee cap of$2,500 for hotels submitting transient occupancy tax. This was done because they submit these payments monthly, at a fairly large rate. The cap resulted in a reduction of 17.5 % in merchant fees. An additional option was to utilize a third party to begin assessing a convenience fee for processing credit cards. We received information from the following companies: Updated: 12/11/2013 by Georgeann"Gigi" Hanna A Packet Pg. 33' 2796 Company Name Service Rate Initial Integration Cost Annual Official Payments $ 0 $15,000 $3,500 Power Pay $ 0 $ 7,500 $ 1,500 GovPayNet $ 0 $ 0 $ 0 The City Clerk's Office has selected GovPayNet to provide credit card processing for business registration fees. Using this service will allow the city to eliminate the city cost to accept credit card payments and provide additional conveniences. Positive aspects of accepting credit cards through a third party include: Customers have 24 hour access to a call center to make their registration payments. (Multiple languages available) Customers may continue to make payments online. The additional options to pay should reduce the amount of request for penalty waivers by those who claim inaccessibility of City Hall and the Post Office. Paying online saves staff processing time. Fraudulent card usage will be handled by the agency and funds will still be paid to the City. Fees currently being assessed to the city for credit card processing will be eliminated. All funds processed will be transferred to the city within 24 hours via Electronic Funds Transfer. Financial Impact A convenience fee will be assessed to the customer upon choosing to pay with a credit card. This results in no fees being assessed to the city by the servicer or the banking institution. City Attorney Review: Supporting Documents: reso 2796 (PDF) agrmt 2796 (PDF) Updated: 12/11/2013 by Georgeann"Gigi" Hanna A Packet''Pg.34 RESOLUTION NO, z 1 a 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY c OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT 6- 3 BETWEEN THE CITY OF SAN BERNARDINO AND LITLE& COMPANY, LLC =t 4 AND GOVERNMENT PAYMENT SERVICES, INC. (D/B/A "GOVPAYNET"), FOR o THIRD PARTY CREDIT CARD PROCESSING SERVICES. E 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 6 CITY OF SAN BERNARDINO AS FOLLOWS: it Cn 7 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized to 8 E execute an Agreement between the City of San Bernardino and Litle & Company, LLC and a 9 Government Payment Service, Inc. (DB/A "GovPayNet"), a copy of which is attached hereto, E 10 11 marked Exhibit"A" and incorporated herein by reference as fully as though set forth at length. c0 12 SECTION 2. The authorization to execute the above referenced Agreement is a U 13 rescinded if not issued within sixty (60) days of the passage of this resolution. 14 15 U ca 16 17 3 18 d 19 111 20 21 22 X 23 ti 24 25 /// N O 26 L 27 E 28 a Packet Pg.35 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY Z "Mop, OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT 2 BETWEEN THE CITY OF SAN BERNARDINO AND LITLE& COMPANY, LLC 0 AND GOVERNMENT PAYMENT SERVICES, INC. (DB/A "GOVPAYNET"), FOR 3 THIRD PARTY CREDIT CARD PROCESSING SERVICES. a m 0 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and d 5 Common Council of the City of San Bernardino at a meeting 6 thereof,held on the day of ,2013,by the following vote,to wit: r 7 d E 8 Council Members: AYES NAYS ABSTAIN ABSENT CL r 9 MARQUEZ 0) E 10 E JENKINS > 11 VALDIVIA r- 12 v 13 SHORETT a 14 VACANT E 15 JOHNSON U 16 MULV IHILL J 17 Y 3 18 d 19 Georgeann Hanna, City Clerk E 20 The foregoing resolution is hereby approved this day of , 2013. Q 21 3 22 x Patrick J. Morris,Mayor W 23 City of San Bernardino to ti 24 Approved as to form: 25 Gary D. Saenz, N City Attorney o 26 L By _ 27 E 28 r a Packet;Pg. 36 SEb tj ©2010 Government Payment Service,Inc. CA-City of San Bernardino,Merchant Agreement,2013Dec04 m Z 0 0 MERCHANT AGREEMENT > 0 t9 c�- This Merchant Agreement("Agreement")is by,between and among: m Participant Name: CITY OF SAN BERNARDINO Address: 300 NORTH"D"STREET City,State,Zip: SAN BERNARDINO,CA 92418 — Main Voice Phone: (909)384-5002 d Web Address: m referred to herein as "Merchant," Litle& Company, LLC, a Delaware Limited Liability Company with a business N address at 900 Chelmsford Street, Lowell, Massachusetts 01851 (hereinafter "Litle") and Government Payment � Service, Inc. (d/b/a"GovPayNet"), a Delaware corporation having a principal place of business at 7102 Lakeview Parkway West Drive,Indianapolis,Indiana 46268 ("GPS"). d c WHEREAS, GPS has assembled and supports the "GovPayNet Payment Network," consisting of governmental entities that have each contracted with GPS to accept payments on their behalf made by consumers to GPS;and L a� WHEREAS, GPS accepts credit cards and debit cards carrying the American Express®, Discover®, MasterCard® C09 and Visa brands from consumers (individually, a "Cardholder" and collectively, "Cardholders") and executes c payments on behalf of Cardholders to participants in the GovPayNet Payment Network;and m U J J WHEREAS, in order to improve Merchant's services and enhance administration, Merchant desires to join the GovPayNet Payment Network and accept payments from GPS,with such support services as GPS provides;and E 0 WHEREAS,the entities that establish and govern the rules,regulations and guidelines for the credit card and debit 0 card systems such as Visa U.S.A.,Inc. and MasterCard International Incorporated(collectively,the"Payment Type 06 Organizations"or"PTOs")require that Merchant(i)enter into a direct contractual relationship with an entity that is d a member of the PTOs and (ii) agree to comply with PTO rules and regulations ("PTO Rules") as they apply to credit and debit card transactions that are submitted to Litle by GPS on Merchant's behalf;and 3 WHEREAS,in executing this Agreement,Merchant is fulfilling the above PTO Rules. E m NOW, THEREFORE, in consideration of the mutual provisions contained herein and other good and valuable L consideration,the receipt and adequacy of which are hereby acknowledged,Merchant,Litle and GPS agree as follows: Q c 1. Security and Compliance. 0 0 1.1 Merchant acknowledges and agrees that certain PTO Rules apply to Merchant's acceptance of y Cardholders' payments. Merchant further acknowledges and agrees that security standards and t j guidelines published by the Payment Card Industry("PCI") Security Standards Council including PCI to Data Security Standards ("DSS") are also applicable to Merchant's acceptance of payments from Cardholders. In lieu of directly complying with the PTO Rules and PCI DSS requirements, Merchant may and hereby does appoint GPS as its agent to accept debit and credit cards and comply in full with all applicable PTO Rules and PCI DSS requirements, as they may be ti modified from time to time,on its behalf and GPS accepts such appointment. If any PTO requires N an audit and/or forensic investigation due to an actual or suspected data security compromise event in E connection with transactions processed hereunder,an audit and/or forensic investigation of GPS and its c0) operations shall be sufficient for such purposes provided,however,that Merchant agrees to cooperate with such audit and/or forensic investigation as GPS may reasonably request. 0 GPS Agree.No.: CA-CITYOFSANBERNARDINO-MERCHANT,2013DEC04 Page 1 of 1 l a Packet Pg.37•! ©2010 Government Payment Service,Inc. CA-City of San Bernardino,Merchant Agreement,2013Dec04 C31 Z, 1.2 Merchant acknowledges that any Cardholder personal information it obtains will be obtained lawfully, p� shall be retained only as necessary for the performance of Merchant's official duties and will not be p used by Merchant in violation of any PTO rules or regulations or applicable law. 0 C1_ Q 1.3 If at any time Merchant or GPS believes that Cardholder information has been compromised,Merchant pp or GPS, as the case may be, must notify the other parties to this Agreement and GPS shall assist in p providing notification to the Cardholder and all other proper parties. ci c 1.4 Merchant and GPS each additionally agrees to comply, at each party's expense,with all federal, state, y and local laws and the requirements of regulatory agencies as they pertain to the respective parties' 2 businesses and operations. U) c m 2. GPS Obligations E ca GPS will enable Cardholders to pay amounts owed to the Merchant by doing the following: �- c d j 2.1 GPS shall obtain authorization to process a charge to the Cardholder's credit card account or debit E such Cardholder's debit card account for purposes of funding payment(s) by such Cardholder to Merchant. Such charges or debits shall be subject to acceptance by the card issuer,PTO rules,and c any other applicable laws or regulations. 0 2.2 GPS shall act on Merchant's behalf in accepting payments from consumers made by credit cards and debit cards for the purposes and at the service fees listed on each attachment designated in J Section 11.9 of this Agreement. GPS may modify Cardholder fees at its sole option, providing Merchant with notice of such modification and a revised attachment reflecting modified fees prior to imposing a new fee structure. Service fees are non-refundable. t a 2.3 GPS shall transmit payment transactions on Merchant's behalf to Li.tle for further processing and U shall further direct Litle to transfer Merchant's portion of all settling funds received from PTOs to L) Merchant as designated in the Funding Schedule attached hereto as designated in Section 11.9. y GPS shall make payments to Merchant to satisfy consumer obligations to Merchant based on unique payment codes GPS establishes on its system for the routing of consumer funds to J Merchant, such codes to be made available to consumers by Merchant or accessed by consumers through the GPS web site. c m 2.4 GPS shall be responsible for the safety and security of all Cardholder information (such as the E customer's PTO account number, expiration date, and CVV2) in connection with the processing d services provided under this Agreement. Q 2.5 GPS hereby accepts full responsibility for handling all reversals (i.e., chargebacks), re- presentments,customer service to consumers,claims and any transaction disputes associated with consumers' use of cards to make payments to Merchant through GPS with such assistance from U Merchant in claims and chargeback investigations as it may reasonably request of Merchant. W Merchant shall retain secondary financial and operational responsibility for such chargebacks in the event GPS defaults on this obligation. ti 2.6 GPS shall not charge Merchant for GPS's basic services or to participate in the GovPayNet Payment Network. GPS reserves the right to charge Merchant for other services or equipment, rn such as custom software development,peripheral devices,and other services and support as the N parties may agree upon from time to time. E a� 2.7 GPS shall provide GovPayNet Payment Network administrative support to consumers and to Merchant through a toll-free telephone help line and the Internet. m E t GPS Agree,No.: CA-CITYOFSANBERNARDINO-MERCHANT,2013DEC04 Page 2 of 11 Q 0ack1k Pg.38! 1 i ©2010 Government Payment Service,Inc. CA-City of San Bernardino,Merchant Agreement,2013Dec04 m Z A 2.8 GPS shall provide Merchant with participation procedures, toll-free telephone numbers, web a addresses, and promotional and instructional materials to market and explain the GovPayNet o Payment Network to consumers,and shall train Merchant staff on how to access and use,and bow 0 to assist consumers to access and use,the GovPayNet Payment Network, o Q m 2.9 GPS shall be responsible for all federal, state, and local taxes that may be imposed upon its p services. Li _ ai 3. Merchant Obligations 2 d Merchant's continued participation in the GovPayNet Payment Network is conditioned upon the following: N _ 3.1 Merchant understands and agrees that its cooperation in promoting use of the GovPayNet Payment E Network is a significant consideration for Merchant and GPS entering into this Agreement. Merchant shall therefore(i) ensure that the appropriate employees participate in any GPS training (L or refresher training on the use and promotion of the GovPayNet Payment Network and its associated services, (ii)keep available for reference any user manuals and instructional materials E GPS provides to Merchant, (iii) display logos, signage, literature, and other promotional and _ instructional materials that GPS provides and otherwise inform,encourage and assist consumers to use GPS for their payments to Merchant, and (iv)cooperate with all reasonable GPS requests to C encourage greater use by consumers of the GovPayNet Payment Network. All marketing and promotion of the GovPayNet Payment Network by Merchant shall conform to guidelines provided by GPS from time to time. U J J 3.2 Merchant shall provide telecommunication capabilities,such as telephone, facsimile, and Internet connections to enable consumers to access GPS from Merchant locations and enable GPS to = R communicate with Merchant. a 0 3.3 Merchant shall be responsible for establishing and maintaining secure access at its locations to the GPS U administrative system, including user identification, passwords and precautions for accessing all °d confidential information. GPS shall be entitled to rely on any communications or instructions initiated w with Merchant's user identification,passwords or other security and identity tokens or devices. r 3.4 Merchant shall designate a primary contact and a secondary contact for GPS to communicate with 3 on operational,technical,and administrative issues. E 3.5 Merchant shall cooperate with GPS in the event of an overpayment to refund to GPS funds that GPS can demonstrate exceed consumer liabilities to Merchant. rn Q 3.6 Merchant shall provide GPS with prompt written notice of any change in the information c=a Merchant provides to GPS necessary for Merchant's participation in the GovPayNet Payment Network,including but not limited to any change in its bank routing and account numbers. a� X 3.7 In the event Merchant receives a payment from GPS that appears to have been obtained through w the commission of civil or criminal fraud,Merchant shall cooperate in any resulting investigation to and agrees that any sums recovered as a result of such investigation shall be applied, first, to compensate GPS fully for losses suffered as a result of the fraud. co 3.8 Merchant shall raise any claimed transaction or settlement errors with GPS within 12 months of N the date of Merchant's receipt of the GPS report on which the claimed error appeared and shall E otherwise follow the GovPayNet Payment Network participation procedures that GPS provides to Merchant,as such procedures may be updated from time to time. ra d E l GPS Agree.No.: CA-CITYOFSANBERNARDINO-MERCHANT,2013DEC04 Page 3 of 1 l Q Packk Pg:39 02010 Government Payment Service,Inc. CA-City of San Bernardino,Merchant Agreement,2013Dec04 m Z O r+r+' > O 4. Term and Termination 0 Cam- Q 4.1 This Agreement shall become effective upon the date it has been executed by Merchant and GPS, m then accepted and executed by Litle and shall continue for one year, automatically renewing for additional one year periods. Notwithstanding the foregoing,this Agreement shall terminate if and c when Litle ceases to provide processing services to GPS or if terminated earlier as provided herein. 4.2 Merchant may terminate this Agreement upon 30 days' written notice to GPS and GPS shall in promptly inform Litle of such termination. If at any time Merchant wishes to terminate the m services of GPS but continue to process transactions under this Agreement through Litle, E Merchant shall immediately upon GPS's cessation of services become directly responsible for complying with all duties hereunder Merchant had formerly assigned to GPS. o- c m 4.3 GPS may terminate this Agreement(a)upon 30 days written notice prior to its annual expiration c date, (b) upon 30 days written notice if Merchant fails to comply with GPS procedures for m participating in the GovPayNet Payment Network or(c) immediately if Merchant fails to comply with any other term of this Agreement. c ca U 5. GPS and Litle Representations and Warranties J J A C Each of Litle and GPS represents and warrants as follows: C a 0 5.1 This Agreement is valid,binding,and enforceable against the warranting party in accordance with U its terms. Each party has full power and authority to execute and deliver this Agreement and perform its obligations hereunder. J L r 5.2 The employees, agents and subcontractors of Litle and GPS shall possess the education, knowledge and experience necessary to qualify them individually for the particular duties they = perform. E m m L 5.3 During the performance of this Agreement,each of Litle and GPS shall provide services in a non- discriminatory manner and shall not deny services or employment on the basis of race, creed, _ color, national origin,sex,age, disability, sexual orientation, military status,marital status or any other legally protected class. r d X W 6. Merchant Representations and Warranties ca N Merchant has taken all administrative, legal and regulatory measures necessary for it to enter into this Agreement and this Agreement is valid,binding,and enforceable against Merchant in accordance with its terms. N a+ E 0 C7 t0 w C d t V r GPS Agree.No.: CA-CITYOFSANBERNARDINO-MERCHANT,2013DEC04 Page 4 of 11 Q Packet Pg.40 ©2010 Government Payment Service,Inc. CA-City of San Bernardino,Merchant Agreement,2013Dec04 d Z 7. Notices L ...., > All notices permitted or required by this Agreement shall be in writing and shall be given to the respective parties in 0 person,by first class mail or by facsimile(with a hard copy following)addressed to: C�' a Merchant: CPS: o0 Telicia Lopez,Business Registration Manager Client Services Department City of San Bernardino Government Payment Service,Inc. 300 North D Street 7102 Lakeview Parkway West Drive San Bernardino,CA 92418 Indianapolis,Indiana 46268 Phone: (909)384-5035,ext.3200 Phone:(866)564-0169 Email: lopez—te@sbcity.org Facsimile:(888)665-4755 in Email: accountservices @govpaynet.com = d or to such other person or place that the parties may from time to time designate. Notices and consents under this E section shall be deemed to be received, if sent by mail or courier,five days following their deposit in the U.S.Mail or with such courier and, if sent by facsimile, when such facsimile is transmitted to the number provided in this a r section and sender receives a confirmation of such facsimile. _ m E A � 8. Disclaimers and Limitation of Liability o 8.1 The sole purpose of this Agreement is to enable Merchant to participate in the GovPayNet Payment Network. Merchant understands and agrees that GPS takes no responsibility that amounts GPS transmits in payment to Merchant will fully satisfy any consumer's obligation to M Merchant, and that GPS does not guarantee any particular outcome or result with respect to any J consumer other than the delivery of such consumer's payment to Merchant. —� c 8.2 GPS shall provide all services hereunder to Merchant as an independent contractor. Nothing a contained herein shall be deemed to create any association, partnership, joint venture, or E relationship of master and servant or employer and employee between the parties or to provide O either party with the right, power, or authority, expressed or implied, to create any such duty or U obligation on behalf of the other party. d 8.3 GPS shall be liable for losses or damages to Merchant to the extent provided herein only if they J are caused directly by the gross negligence or willful misconduct of GPS. 8.4 Merchant bears all responsibility for administrative and official actions taken by Merchant. GPS = a� accepts no liability whatsoever for Merchant actions taken based on payment information provided E by GPS even if such information proves to be incorrect. m rn 8.5 THIS IS A CONTRACT FOR SERVICES. CPS LIABILITY TO MERCHANT IS Q LIMITED TO MAKING PAYMENTS TO MERCHANT IN THE AMOUNTS THAT CPS HAS INFORMED MERCHANT HAVE BEEN AUTHORIZED. THE GOVPAYNET PAYMENT NETWORK, ANY INCIDENTAL GOODS AND RELATED SERVICES ARE v PROVIDED ON AN AS-IS, AS-AVAILABLE BASIS. CPS MAKES NO WARRANTIES m X THAT GPS SERVICES WILL BE ERROR FREE OR UNINTERRUPTED AND W DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR to IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES REGARDING ti QUALITY, SUITABILITY,MERCHANTABILITY,OR FITNESS FOR A PARTICULAR a PURPOSE. NEITHER MERCHANT NOR GPS SHALL BE LIABLE FOR LOST rn REVENUES,PROFITS, INTEREST,GOOD WILL,OR ANY INDIRECT,INCIDENTAL, N PUNITIVE, OR CONSEQUENTIAL DAMAGES SUFFERED OR INCURRED BY THE r OTHER PARTY IN CONNECTION WITH OR ARISING FROM SERVICES E PERFORMED UNDER THIS AGREEMENT. LITLE'S FUNCTION IS TO ACCEPT AND PROCESS MERCHANT'S TRANSACTIONS FROM GPS. LITLE SHALL HAVE NO LIABILITY TO MERCHANT WHATSOEVER HEREUNDER. a=i E R GPS Agree.No.: CA-CITYOFSANBERNARDINO-MERCHANT,2013DEC04 Page 5 of 11 Q Packet Pg.411 C20 10 Government Payment Service,Inc. CA-City of San Bernardino,Merchant Agreement,2013DecO4 z 9. Publicity > 0 Neither Litle nor GPS shall issue any press release or make any statement to the media with respect to this c�_ Agreement or the services provided hereunder without the prior written consent of Merchant. 10. Intellectual Property Merchant acknowledges and shall not challenge GPS' ownership of GPS trademarks, service marks,trade names or other intellectual property("GPS Intellectual Property"),that any Merchant use of GPS Intellectual Property shall be in accordance with GPS instructions and subject to the control,direction and approval of GPS,that any rights arising U) out of such use shall inure solely to the benefit of GPS,and that Merchant shall have no ownership or other interest in GPS Intellectual Property. E 0. 11. Miscellaneous Terms and Conditions E 11,1 Third-Party Beneficiaries. There are no thiFd-party beneficiaries to this Agreement. (D > 0 0 11.2 Assignment. This Agreement may not be assigned, in whole or in part, by either party hereto r_ without prior written consent of the other party,which consent shall not be unreasonably withheld. M U _J 113 Force Majeure. Either party is excused from performance and shall not be liable for any delay in performance or non-performance, in whole or in part, caused by the occurrence of any r_ contingency beyond the control of the parties including,but not limited to, work stoppages,fires, civil disobedience,riots, rebellions,terrorism, loss of power or telecommunications,flood,storm, E 0 Acts of God and similar occurrences. 0 06 0) 11.4 Governing Law. Matters of contractual interpretation shall be governed by the internal laws of the & State of California. All cases and controversies regarding this Agreement shall be filed in state court in San Bernardino County or the Federal District Court having jurisdiction over the matter. 11.5 No Waiver. A waiver of any portion of this Agreement shall not be deemed a waiver or E renunciation of other portions. 11.6 Survival. Rights and obligations under this Agreement which by their nature should survive will C M remain in effect after termination or expiration hereof. 11.7 Severability. In the event that any provision of this Agreement is adjudicated by any court of X Ui competent jurisdiction to be invalid, illegal, void, or unenforceable, all other provisions of this Agreement shall nevertheless remain in full force and effect. W 11.8 Counterparts. This Agreement may be executed simultaneously in multiple counterparts,each of which is deemed an original, but all of which taken together constitute one and the same instrument. E 0) M E U GPS Agree.No.: CA-CITYOFSANBERNARDINO-MERCHANT,2013DEC04 Page 6 of I I < Pac,k-et Pg.42 ©2010 Government Payment Service,Inc. CA-City of San Bernardino,Merchant Agreement,2013Dec04 a� 0 11.9 Complete Agreement. This Agreement, together with its attachments, is the entire agreement a between and expresses the complete understanding of the parties, superseding all prior agreements, p with regard to the subject matter herein and may not be altered, amended or modified except in a a writing incorporated hereto,and signed by the parties, provided, however,that GPS may revise the C� Q terms of this Agreement if required to comply with PTO rules, law or regulation and GPS provides pp notice to Merchant of such change. The following are attachments to this Agreement: p Attachment A E] Attachment B 0 Attachment C 9 Attachment D Attachment E 0 N WITNESS WHEREOF,the parties hereto have executed this Agreement by their duly authorized representatives or agents as of the date written below. '2 m U) CITY OF SAN BERNARDINO GOVERNMENT PAYMENT SERVICE,INC. E R CL c d E Signature Signature L d Allen J.Parker Mark E.MacKenzie 0 0 City Manager Chief Executive Officer ca Date: Date: J J R Q E ACCEPTED: O U 1 � LITLE&COMPANY,LLC °a gnature J Gary �nz y 3 w / Signature a=i Date: 1Z��1 �3 E m m L Q Name&Title c �a d Date: m K W Signature co Georgeann Gigt Hanna n City Clerk Big c� Date: GOVPAYNET +.. i-: C N E V R w a+ GPS Agree.No.: CA-CITYOFSANBERNARDINO-MERCHANT,2013DEC04 Page 7 of l 1 Q PaCkef Pg.43' 02010 Government Payment Service,Inc. CA-City of San Bernardino,Merchant Agreement,2013Dec04 a> Z �a ATTACHMENT"A"-SERVICES c GPS Agree.No.: CA-CITYOFSANBERNARDINO-MERCHANT,2013DEC04 Q m 14Cer0Uant has elected the following options`in accordance with the erms of services�n the Agreement: _X_ GovP P ayNet Basic X 'GovPa�Net Gov$wipe`� � GovayNet Connect X_ Visa Tax Program N c E General Service Terms Transactions may be completed by: is CL • Internet, using the www.jzovpaynow.com web Merchant is responsible for advising GPS as to the site,or types of payments GPS is authorized to accept on = Merchant's behalf(per the service fees stated in any • Telephone, accessing a Customer Service Attachment to this Agreement). Merchant may at any Representative ("CSR"), including bilingual o time (i) authorize GPS to accept additional types of (English and Spanish) CSRs, supported by a 0 payments within the scope of the applicable service language line for additional translation c fees; (ii) cancel the processing through GPS of any services. f4 types of payments; (iii) modify the options selected L) above; iv modify the accounts to which GPS shall (� ) Y O If Merchant has elected not to use CSR services,the direct payments to Merchant, or (v) add other service fees GPS provides to Merchant reflecting c agencies, departments or sub-agencies ("Affiliated CSR support shall not apply. Q. Agencies") to, or delete Affiliated Agencies from E Merchant's use of any GPS services and equipment GPS will forward electronically to Merchant's U by specifying all such changes to GPS in writing(via designated account(s) the funds for all approved 06 letter,email,or facsimile). Any such changes will be transactions within two business days after d subject to GPS acceptance and confirmation in transaction authorization, or will remit funds by writing and will require reasonable lead time to check if Merchant so requests in writing. implement. 3 Merchant warrants that all service and equipment GovPayNet Connect selections Merchant makes and the extension or E termination of services with respect to Affiliated GovPayNet Connect includes the same services as m L Agencies shall be in compliance with the laws and GovPayNet Basic, but provided in an integrated °D Q regulations applicable to Merchant's organization. mode. For Merchants that select GovPayNet � Connect, GPS establishes an electronic data interface 1° m with Merchant's internal accounting, cashiering, and 3 GovPayNet Basic other management systems to exchange encrypted y data. The interface is based on specifications x GovPayNet Basic is designed to be available 24 LU Y g Merchant and GPS mutually develop. A Merchant hours a day, 7 days a week, 365 days a year. GPS using GovPayNet Connect may receive information W will provide Merchant with access, at Merchant's from cardholders that is subject to Payment Card N option, to "ProviewEXP," a secure website for Industry Data Security Standards("PCI DSS"). GPS _. transaction administration and review, report ACCEPTS NO RESPONSIBILITY FOR generation, and analysis. GPS will make available a SECURITY OR PCI DSS COMPLIANCE WITH N reconciliation report to Merchant each day for all RESPECT TO CARDHOLDER INFORMATION transactions completed the previous day. This report THAT RESIDES ON SYSTEMS OTHER THAN will also include any open transactions not previously THOSE CONTROLLED BY GPS. approved. c a� ns Q GPS Agree.No.: CA-CITYOFSANBERNARDINO-MERCHANT,2013DEC04 Page 8 of l i Packet;Pg.44 02010 Government Payment Service,Inc. CA-City of San Bernardino,Merchant Agreement,2013Dec04 d Z iv CL 0 GovPayNet Gov$wipe Card readers are designed to communicate cardholder data to GPS through Merchant's computing Q Gov$wipe may be used for all payment types. GPS equipment to which they are cable-attached via USB m will provide Merchant with card readers and port. Internet access to GPS is required for Gov$wipe p peripheral equipment (cables, etc.), which are and transaction processing and is enabled solely by will remain the property of GPS. Merchant Merchant's computers and networks. Merchant is c understands that GPS card readers are embedded with responsible to use standard safeguards and practices proprietary technology ("Firmware"). GPS grants to keep its computers and networks secure and free n Merchant a license to use such card readers and from malicious software or hardware. GPS shall not Firmware for the duration of the Agreement. be held liable to Merchant for exposure of to Merchant's computers or networks to malicious c Merchant's use of card readers and Firmware shall be software or hardware of any kind. a' E limited to the purposes of this Agreement. Acceptance > and use of card readers does not convey to Merchant any Visa Tax Program a title,patent, copyright or other proprietary right in or to the Firmware. At all times,GPS or its suppliers retain all If Merchant elects to participate in the Visa Tax E rights to the Firmware, including but not limited to L updates, enhancements, and additions. Merchant shall Program, GPS shall submit Merchant as an enrollee y p in the program. Program participation is subject to > not attempt to access or disclose the Firmware to an 0 p y Visa's approval,verifications and related processes. 0 party, or transfer, copy, license, sublicense, modify, translate, reverse engineer, decompile, disassemble, tamper with,or create any derivative work based on the U Firmware. J J Merchant will use reasonable care to protect card = R readers from loss, theft, damage or any legal a encumbrance. GPS shall provide card readers and 0 installation instructions at service implementation and U when providing any replacement or additional card 08 readers, by shipment to a location Merchant (D designates. Or, at GPS's option, Merchant will allow J GPS and its designated representatives reasonable access to Merchant's premises for training purposes and device installation, repair, removal, modification, upgrades, and relocation. GPS is solely responsible for the maintenance of any card readers and shall y supply Merchant with replacement card readers one and as GPS deems Merchant's request Q appropriate. Upon termination of the Agreement,GPS m may require Merchant to return card readers to GPS,at m R' GPS's expense and by such method as GPS specifies. �it�t3 T C� cY 0 ' W Merchant may increase or decrease the number of card gi s"�1 1Y £' readers deployed upon request in writing to and to accepted in writing by GPS. GPS shall communicate ti any shipping and handling procedures and costs to Merchant prior to taking any requested action. ti N r+ E L E 0 Y i+ Q GPS Agree.No.: CA-CITYOFSANBERNARDINO-MERCHANT,2013DEC04 Page 9 of I I Packet Pg.45 02010 Government Payment Service,Inc. CA-City of San Bernardino,Merchant Agreement,2013Dec04 a� 0 Z ATTACHMENT "B" a. 0 GPS Agree. No.: CA-CITYOFSANBERNARDINO-MERCHANT,2013DEC04 C? a CO 0 ti c Service Fee Schedule Non-Criminal Justice Payments d r Payments Made via Internet Telephone-Assisted Payments E (WeblGov$wipe (Call Center,/LW Agent) Service Fee Schedule 108 Service Fee Schedule 909 a 0 E Transaction Range Fee Amount Transaction Range Fee Amount > 0 $0.01 > $50.00 $1.50 $0.01 > $50.00 $5.50 c 0 $50.01 > $75.00 $1.75 $50.01 > $75.00 $5.75 J $75.01 > $100.00 $3.00 $75.01 > $100.00 $7.00 0 $100.01 > $150.00 $5.00 $100.01 > $150.00 $9.00 0. 0 U $150.01 > $200.00 $7.00 $150.01 > $200.00 $11.00 06 as For each additional increment of$50.00, For each additional increment of$50.00, or portion thereof, add$1.75 or portion thereof, add$1.75 3 aD E as d All Service Fees Are Non-Refundable a c d r 0 a� x w ,s ti N :. G ON PAY, NET N T"ie dimpl(( Way L, Pay E L R w C d E V w Q GPS Agree.No.: CA-CITYOFSANBERNARDINO-MERCHANT,2013DEC04 Page 10 of I 1 Packet„Pg.46 ©2010 Government Payment Service,Inc. CA-City of San Bernardino,Merchant Agreement,2013Dee04 a� Z R a ATTACHMENT "C" o C9 c�• GPS Agree. No.: CA-CITYOFSANBERNARDINO-MERCHANT,2013DEC04 a m 0 v V FUNDING SCHEDULE d In order to receive funds from Litle, Merchant must designate a bank account at a bank that is a member of the Automated Clearing House ("ACH") system and the Federal Reserve wire system. Merchant authorizes Litle to E initiate electronic credit and debit entries and adjustments to this bank account in accordance with this funding E, schedule. Litle will not be liable for any delays in receipt of funds or errors in bank account entries caused by third R a parties, including but not limited to delays or errors by the PTOs or the bank. The proceeds payable to such bank +� account shall be equal to the amounts received by Litle in respect of Merchant's transactions less all chargebacks, customer refunds, reserves, fees, fines, and any other applicable charges. Such amounts will be paid into the E account promptly following our receipt of the funds. If the proceeds payable to the account do not represent m sufficient credits,or the bank account does not have a sufficient balance to pay amounts due from Merchant under o this funding schedule, Litle may pursue one or more of the following options; (i) demand and receive immediate t9 payment for such amounts; (ii) debit the bank account for the amount of the negative balance; (iii) withhold settlement payments to the account until all amounts are paid, (iv)delay presentation of refunds until a payment is made to Litle of a sufficient amount to cover the negative balance; and (v)pursue any remedies Litle may have at J law or in equity. Unless and until Litle receives written instructions from Merchant to the contrary, all amounts J payable by Litle to Merchant will be deposited in the bank account designated and authorized by Merchant as set = '^' forth below: Q- E o U Name of Bank: Harris Bank 06 ABA No. 071000288 *� Account No. 274-156-9 Z Account Name: GPS 3 w c Reference: Receipts d E d d a� Q c c� m y 3 V d x W co rn W', FAIN - GOVPAYNET N E L 01 N C d V t4 GPS Agree.No.: CA-CITYOFSANB'ERNARDINO-MERCHANT,2013DEC04 Page 11 of 11 Q Packet;Pg.47