R24-177 RESOLUTION NO. R24-177
3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
4 BEACH, FLORIDA, APPROVING A SERVICE AGREEMENT WITH CATALIS
5 PAYMENTS, LLC FOR BILL PRINTING, MAILING, AND ELECTRONIC BILL
PRESENTMENT AND PAYMENT, WITH AN ANNUAL EXPENDITURE NOT TO
7 EXCEED $385,000; AND FOR ALL OTHER PURPOSES.
8
9 WHEREAS, the City desires to enter into a Service Agreement with Catalis Payments, LLC
10 ("Provider") for the purchase of bill printing, mailing, and electronic bill presentment and lockbox
11 payment services for a five (5) year term with five (5) one (1)-year renewal options, and an annual
12 expenditure not to exceed $385,000; and
13 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the
14 best interests of the City's citizens and residents to approve a Service Agreement with Catalis
15 Payments, LLC for bill printing, mailing, and electronic bill presentment and payment, with an
16 annual expenditure not to exceed $385,000.
17
18 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
19 BEACH, FLORIDA, THAT:
20 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
21 being true and correct and are hereby made a specific part of this Resolution upon adoption.
22 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby
23 approve a Service Agreement between Catalis Payments, LLC and the City for bill printing, mailing,
24 and electronic bill presentment and payment, with an annual expenditure not to exceed $385,000
25 (the "Agreement"), in form and substance similar to that attached as "Exhibit A."
26 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby
27 authorizes the Mayor to execute the Agreement and such other related documents as may be
28 necessary to accomplish the purpose of this Resolution.
29 SECTION 4. The City Clerk shall retain one fully executed original of the Agreement as
30 a public record. A copy of the fully executed Agreement shall be provided to Erin Dunn to forward
31 to the Provider.
32 SECTION 5. This Resolution shall take effect in accordance with law.
33 PASSED AND ADOPTED this j41.11 day of 2024.
34 CITY OF BOYNTON BEACH, FLORIDA
35 YES., NO
36 Mayor— Ty Penserga
37 L/-
38
38 Vice Mayor-Aimee Kelley
39
40 Commissioner- Angela Cruz
41 L/
42 Commissioner-Woodrow L. Hay
43
44 Commissioner-Thomas Turkin
45
46 VOTE D
47 ATTES ':
48
49
if., I D -i._-••._ce
50 Maylee De J:s MPA, MM' Ty P:,-iea"•a 8p- 24'
51 City Clerk Mayor
52
53 APPROVED AS TO FORM:
54 (Corporate Seal) — .�``
oyNl.O N BF \�
r
55 - •.9 t ,,✓
j Q):�QORarE• • C'y,1AedrA, '�f�
56 i p�•�C A� ij,
57 i r i C_- - ,,0*. S Shawna G. Lamb
58 A �J•;• �NC,oig20• �; City Attorney
FLOF�
Q .
gyp .
Docusign Envelope ID:F6206088-3B7C-4E57-A3F0-AA0B020CA7BC
cATALis
SERVICES AGREEMENT
between
Catalis Payments,LLC
("Provider")
having its principal place of business at:
3025 Windward Plaza, Suite 200
Alpharetta,Georgia 30005
and
City of Boynton Beach,Florida
("Merchant")
having its principal address at:
100 E.Ocean Ave
Boynton Beach,FL 33425
Services Agreement: Catalis Payments,LLC&City of Boynton Beach,Florida Page 1 of 18
Docusign Envelope ID:F6206088-3B7C-4E57-A3F0-AA0B020CA7BC
THIS SERVICES AGREEMENT(this"Agreement")is made and entered into as of the l9 day of 2024("Effective
Date")by and between Catalis Payments,LLC("Provider")and City of Boynton Beach,Florida("Merchan .Merchant and Provider
may each be referred to individually as a"Party"and together as the"Parties."
EXHIBITS
The Agreement incorporates by reference the following,in order of precedence:
Exhibit A. Lockbox Processing
Exhibit B. Payment Processing
Exhibit C. Lockbox Service Terms and Conditions
Exhibit D. Payment Processing Terms and Conditions with Sub-Merchant Agreement
Exhibit E. Bill Printing and Presentment
TERM
This Agreement will commence upon the Effective Date and continue for five (5) years, at which point in time the SOW will
automatically renew for successive one(1)year periods unless either party, at least sixty(60)days prior to the expiration of the then
applicable term,provides the other with written notice of its desire to terminate this Agreement.
SIGNATURES
In witness whereof,the Parties have executed this Agreement by their duly authorized representatives as of the date first above
written.
City of Boynton Beach,Florida: Catalis Payments,LLC:
DocuSigned by:
Signed: Signed: Sum, etsfrorr
Name: ; .4 ,: Name: SteveF®stro4FA...
Title: _ Title: Executive Vice President
Date: 0` Date: 7/23/2024
CITY ATTIORNEY'S OF ICE - "`,, �
Approve;,: to form a� ,_1p =�Q�DY N�oN ���
By: - c i O •,RPO�rF• F h
8.1 SEAL =,_ '
:•INCORPORATED;
1920 ,
,"sem
' %
Services Agreement:Catalis Payments,LLC&City of Boynton Beach, Florida I Page 2 of 18
Docusign Envelope ID:F6206088-3B7C-4E57-A3F0-AA0B020CA7BC
EXHIBIT A: Lockbox Processing
1. STRATEGY
Provider agrees to provide remittance processing, mail opening, scanning, lookups, decisioning, exception handling, and other
enumerated related services for Merchant in accordance with the procedures listed below.
2. PRICING
2.1. Lockbox Fees: The below pricing is for the receipt, extraction, scanning, data entry, reject processing,providing a posting
file,and depositing checks collected via image cash letter to the Merchants bank account for all mailed in payments.Processing
and pass-through services to be funded by Merchant,as marked(El):
Service Fee Per Item Monthly Fee
® Implementation Waived
® Returns/Correspondence Included in `Contract Monthly Minimum' below
® Checks Only Included in `Contract Monthly Minimum'below
® Multiples Included in `Contract Monthly Minimum'below
® Online Image Access Included in `Contract Monthly Minimum'below
® Interactive Exceptions Included in `Contract Monthly Minimum'below
ICL Check Conversion Fee Included in `Contract Monthly Minimum' below
® Cash Payment $3.250
® Postage or Express Mail Pass-through; subject to change(proof of cost provided) TBD
® Annual P.O.Box Fee Pass-through; subject to change(proof of cost provided) TBD
® Data Transmission Included in `Contract Monthly Minimum'below
Z Contract Monthly Minimum $2,500.00
3. SCOPE
For good and valuable consideration,the receipt and adequacy of which is hereby acknowledged,the parties agree as follows:
3.1. Post Office Box: A Post Office service box(caller vs.non-caller to be determined by scope)will be opened by Merchant at
the Tampa Regional Airport Post Office facility in Tampa, Florida. The actual post office box will be in the name of and
owned by Merchant and Merchant will grant Provider exclusive use of the post office box for the term of this Agreement.
Provider will pay for the cost of the lockbox at the Tampa Airport and pass through this cost to Merchant on an annual basis.
Mail addressed to the box will be picked up each business day(Monday through Saturday),opened,and the envelope contents
reviewed and processed in accordance with the terms of the Agreement.
3.2. Mail Processing: Provider will open all mail and prepare the remittance coupons and payment checks for processing.
Provider shall not process those items documented in the Lockbox Information Sheet not to be processed. Unless otherwise
agreed upon,all processed checks will be endorsed:
For Deposit Only:
City of Boynton Beach,Florida
Bank Name:
Bank Account No.:
3.3. Authorization: Provider is hereby authorized to accept for deposit into Merchant demand deposit accounts at Merchant's
designated bank of deposit,drafts and other items made payable to or endorsed in favor of Merchant or a reasonable variation
thereof. Merchant has designated their demand deposit accounts to be used by Provider for lockbox deposits and adjustments
hereunder.The funds associated with Merchant will be deposited into the demand deposit account on the date that such checks
and remittance coupons are processed by Provider, or the next business banking day when such items are processed on a
Saturday, Sunday,or holiday.
3.4. Exceptions:Merchant will notify Provider daily by a mutually agreed upon method the exception items that need to be pulled
Services Agreement: Catalis Payments,LLC&City of Boynton Beach,Florida Page 3 of 18
Docusign Envelope ID:F6206088-3B7C-4E57-A3F0-AA0B020CA7BC
for further review by Merchant or rejection to Merchant. Provider will deliver by designated method and speed to Merchant
within commercially reasonable timeframe. This delivery will include daily hard copy reports (if applicable) and
correspondence(if applicable).
3.5. Delivery:Provider will deliver by courier or overnight express to Merchant on the same day the check and remittance mail is
opened and processed such documents together with items not processed for reasons set forth in the Lockbox Information
Sheet. This delivery will include daily hard copy reports (if applicable)of all processed remittances,correspondence, and a
copy of the deposit slip.
3.6. Record Retention: Merchant will maintain an image record of all checks, which are processed by Provider for a period of
one(1)year. Upon request,these records will be sent to Merchant within five(5)days of the request.
3.7. Payment Amount Discrepancy:If the handwritten amount on a payment differs from the numeric amount,the amount which
agrees to the invoice will be accepted.
3.8. Client Changes: Merchant will notify Provider at least sixty(60)days in advance of any change in the form of its customer
payments,invoices,and envelopes or in the regular monthly mailing schedule of such documents.
3.9. Processing Exceptions. Most payments processed in the Lockbox contain a coupon and a correctly matched check payment.
However,exceptions to the standard workflow exist and are to be processed in the lockbox.Those exceptions include but are
not limited to:
1. Check received without a coupon—account number is on check or check stub.
2. Checks received with a list of account numbers
3. Out of balance multiples—more than one coupon with one check
4. Multiples with more than one coupon and more than one check
Exceptions should be processed according to the business rules defined during implementation.The Lockbox Information
Sheet will be finalized during the implementation process.
3.10. Posting File. Provider will generate a daily posting file that matches the specifications provided by the Merchant for posting
to the Merchant's receivable system.
3.11.Reports. Provider will provide the Merchant with a daily summary by batch and daily detail report of all lockbox transactions
processed.
3.12.Deposit File. Provider will generate a daily deposit file in the form of an image cash letter and will deliver the file securely
to the Merchant's bank account in accordance with the Merchant's bank of deposit procedures and deadlines.
Provider will retain the original checks for a period of fourteen(14)business days and will pull original checks that are
rejected by the bank for image quality.Provider will re-deposit the checks for the Merchant.
3.13. Image View Portal. Provider will host all payment images on a secure web portal for the Merchant to perform research and
customer inquiry tasks.
3.14.Research. Provider will assist Merchant with research and communications with the Merchant's bank account on any lockbox
deposit adjustments as needed.
Services Agreement: Catalis Payments,LLC&City of Boynton Beach, Florida I Page 4 of 18
Docusign Envelope ID:F6206088-3B7C-4E57-A3F0-AA0B020CA7BC
EXHIBIT B: Payment Processing
1. STRATEGY
Provider will build and maintain payment channel(s), as defined below, to allow Merchant to securely accept,validate, and track
payment data from its Customers.Where Web E-Payment System is in scope,an initial test site will be built to load all data received
from Merchant and optional Integration with a designated Third-party Vendor. On this test site, Provider will build logic and
business rules to govern the hosted data.If integrated,once the web services have been properly built,tested,and reviewed,Provider
will establish Merchant Identification credentials. Web services and Merchant Identification credentials will be applied and
integrated into the hosted site and data backed payments will be tested.Once the payments are tested,Provider will initiate training
for all Merchant personnel, done remotely. Upon successful training, the hosted website will be moved into a production
environment and undergo a subsequent round of testing. After testing and validation of the data, Merchant will direct Provider to
launch the site. The date of System launch ("Go-Live") will be targeted during an implementation kickoff call with all relevant
stakeholders. The successful completion of this Statement of Work is dependent on Merchant reviewing test content, data, and
functionality in a timely manner, and providing an appropriate level of operational and strategic engagement to participate in
training,deploy the solution into production environments,and follow through with the responsibilities listed below.
2. PRICING
2.1. E-Payment System.
In consideration for the provision of the development, hosting, application, customer service, and processing fees related to
the E-Payment System, Customers will pay applicable fees("Convenience Fees")and/or Merchant will be billed applicable
fees("Merchant Absorbed Fees")associated with payment transactions marked( as follows:
Payment Channel Transaction Type Fee Structure Merchant
Absorbed
® Online ® Credit Cards
(via web or mobile device) ® Visa
® Mastercard
® Discover
® American Express For each transaction:
® Debit Cards $1.60 fee per$100.00 0
® Visa
® Mastercard
El Discover
® PayPal/PayPal Credit/Venmo
® E-Check/ACH $0.13 per transaction ❑
® Counter ® Credit Cards
(in-office via PCI compliant, ® Visa
EMV ready card readers) ® Mastercard
® Discover
® American Express For each transaction: 0
$1.60 fee per$100.00
® Debit Cards
® Visa
® Mastercard
® Discover
® IVR ® Credit Cards
(via automated phone system) ® Visa
® Mastercard
® Discover
® American Express For each transaction: ❑
$1.60 fee per$100.00
Debit Cards
® Visa
® Mastercard
® Discover
® E-Check/ACH $0.13 per transaction ❑
Services Agreement:Catalis Payments,LLC&City of Boynton Beach,Florida I Page 5 of 18
Docusign Envelope ID:F6206088-3B7C-4E57-A3F0-AA0B020CA7BC
2.2. E-Payment Implementation Services
Only the services marked( ) will be implemented. Fees will be waived if Merchant implements E-Payment System within
six(6)months:
Implementation Service Fee Recurrence Fee
® E-Payment System Deployment& Program Implementation One-time $ 000.00 Waived
® IVR Implementation One-time $2,000.00 Waived
❑Web Services or API Implementation One-time
0 File Integration One-time
® Support&Training Per hour $1-50,00 Waived
(2 hour(s))
❑ POS Terminals Per unit $350.00
(0 terminal(s))
3. SCOPE
3.1. Resources.
Merchant will make resources available to assist Provider in the timely launch of the payment processing program. The
provider cannot be held accountable for unreasonable Merchant delays and may choose to delay the implementation should
Merchant not be able to provide appropriate resources. If the system does not launch within twelve(12)months of signature
date due to Merchant delays,the full implementation fee will become due. Otherwise,there is no cost for the implementation
or services provided unless specified herein.
3.2. Deposits.
Payments are deposited daily into a custodial account and transferred by ACH electronic transfer to Merchant daily. The
payment will be accompanied by a reconciliation detailing the payments included. Any money transfer fees will be absorbed
by Provider.
3.3. E-Payment System Utilization.
3.3.1. Merchant will make Provider's Services available to its Customers through various means of communication,
including a)through billing statements, invoices and other payment notices; b)by providing IVR and Web payment
details on the Merchant's website including a"Pay Now"or similar link on a mutually agreed prominent place on the
web site; c) through the Merchant's general IVR/Phone system and d) other channels deemed appropriate by the
Merchant.
3.3.2. Provider shall provide the Merchant with logos,graphics,and other marketing materials for use in its communication
with its Customers regarding the payment services provided by Provider. Both parties agree that Provider will be
presented as the primary payment method option. Merchant will communicate the Provider payment Service option
to its Customers wherever the Merchant generally communicates its other payment methods.
3.3.3. Payments types shall be processed through the payment channels defined in this SOW as marked(o):
❑ Tax
0 Utilities
❑ Court Fees&Fines
O Licenses
❑ Miscellaneous
3.3.4. Provider Deliverables: Provider shall deliver the following,included as marked(o):
3.3.4.1. r'_ Web E-Payment System
a. Provider shall build,host,and maintain Merchant-specific website(s)for Merchant(if applicable).
The provider will purchase a URL and provide it once available.
b. Provider will provide a secure website that will allow payers to enter their pertinent information,
e.g.,citizen name or other unique identifier,and then proceed to pay with a credit or debit card.
Services Agreement: Catalis Payments,LLC&City of Boynton Beach, Florida I Page 6 of 18
Docusign Envelope ID:F6206088-3B7C-4E57-A3F0-AA0B020CA7BC
c. System will collect and transmit payment information for authorization and settlement.
d. System will provide method of transferring transaction data back to Merchant.
e. For non-integrated systems, upon notification of an over- or under-payment of any fine amount,
Provider will refund an overpayment or notify the Customer via automated email of their under-
payment and the remaining amount due.
f. The payer will be simultaneously advised via automated email that the transaction has been
completed and will receive further notification when the Merchant processes the payment.
3.3.4.2. 0 Counter E-Payment System
a. Provider shall deliver and configure_EMV device(s).
b. Provider shall deliver an administrator portal for counter payments.
c. Provider shall remotely upgrade EMV devices as appropriate.
d. Provider shall provide one(1)remote,web-based training session covering setup and use of EMV
devices.
3.3.4.3. 0 IVR-E-Payment System
a. IVR solution shall be hosted and maintained by Provider.
b. Provider shall configure call scripts according to industry best practices.
c. IVR functionality shall only include search/retrieval and payment processing of payments in full.
3.3.4.4. 0 Text and Email Payment System
a. Provider will deliver functionality to allow Customers to set up text(SMS)and/or email payment
and notification preferences through their E-Payment System profile. Customers will be required
to(i)have a valid payment method stored within their profile and(ii)verify their cell phone number
prior to completing registration.
3.3.4.5. 0 eCheck/ACH E-Payment System
a. Provider will configure web E-Payment System to accept eCheck/ACH Payments.
3.3.4.6. 0 E-Payment System Training
a. The provider will provide support and training to Merchant personnel via live, web-based
session(s). A training schedule will be shared during implementation.
3.3.5. Merchant's Responsibilities: For Provider to provide the Services outlined in this SOW,the Merchant shall deliver
the following,included as marked(0):
3.3.5.1. El General
a. Provide ACH forms required for the remittance of funds(if applicable).
b. Provide a fee list and updates in an electronic format within forty-eight(48)hours of a change(if
applicable).
c. Provide a payment schedule in an electronic format(if applicable).
d. Attend client care calls as requested.
e. Notify Provider of changes to any state,county,or municipal mandates or laws.
f. Revoke system access of terminated Merchant employees at time of termination.
3.3.5.2. ® Web E-Payment System
a. For the duration of this SOW, Merchant will maintain an active link connecting the Merchant
website and the Provider payment portal in a prominent and mutually agreed location on the
Merchant website.
3.3.5.3. El Counter E-Payment System
a. Merchant will keep all point-of-sale terminals in good order and repair except for normal wear and
tear in the ordinary course of business.
Services Agreement:Catalis Payments, LLC&City of Boynton Beach,Florida I Page 7 of 18
Docusign Envelope ID:F6206088-3B7C-4E57-A3F0-AA0B020CA7BC
EXHIBIT C: Lockbox Service Terms and Conditions
1. LOCKBOX SERVICES
1.1. Lockbox Payment System.
Subject to the terms of this Agreement,during the Term, Provider will process lockbox payments to Merchant("Payments")
from Merchant's citizens and/or customers("Customers")via a lockbox software platform that is provided by Provider and is
described in more detail in Exhibit A (the "Lockbox Payment System"). Merchant will promptly provide Provider with
information reasonably required by Provider in order to promptly and accurately perform the services contemplated by this
Agreement.
1.2. Modification of Lockbox Payment System.
Provider may modify the features and functionality of the Lockbox Payment System at any time and from time to time;
provided,however,that Provider will not modify the Lockbox Payment System in a manner that would significantly adversely
affect the use thereof,without providing at least ten(10)days prior notice to Merchant of any such modification.
1.3. Fees.
In consideration for the provision of the Lockbox Payment System,Customers will pay to Provider,in respect of each Payment,
the Processing Fees that are detailed in the Agreement.
1.4. Reporting.
Provider will provide its standard daily transaction reports.
2. GENERAL
2.1. Merchant Obligations.
Merchant acknowledges and agrees:
1. it is responsible for the actions of its employees and agents;
2. it will comply with all applicable laws and regulations and all applicable parts of the Operating Regulations; including
those parts regarding the ownership and use of an Association's mark including but not limited to names, logos, trade
names,logotypes,trademarks,service marks,trade designations,and other designations,symbols("Association Marks");
3. Provider or an Association is authorized to research Merchant's background including, but not limited to, credit
background checks,banking relationships,and its financial history;
4. notwithstanding any provisions in the agreement to the contrary, information obtained in connection with Merchant's
processing relationship may be shared with Association for any legitimate purpose;and
5. Associations may conduct,or direct another party to conduct,an audit of Merchant at any time,and Merchant much comply
in all material respects with such audit until its completion.
2.2. Compliance with Law.
Each party will comply,at such party's own expense,with all laws,policies, guidelines,regulations,ordinances,orders,and
rules of all governmental authorities and/or regulatory bodies having jurisdiction over such party and/or the subject matter of
this Agreement,including,without limitation,Provider shall comply with applicable laws and regulations governing electronic
check processing,check conversion,and/or the initiation of preauthorized electronic debit entries,including but not limited to
the Electronic Fund Transfer Act of 1978, Federal Reserve Regulation E, the Electronic Signatures in Global and National
Commerce Act,and all FTC.
2.3. Nondisclosure.
Each party agrees to keep confidential and to use only for purposes of performing under this Agreement, any proprietary or
confidential information of the other party disclosed pursuant to this Agreement which is appropriately marked as confidential
or which could reasonably be considered of a proprietary or confidential nature("Confidential Information"),and,except as
otherwise permitted by this Agreement,the terms of this Agreement and all negotiations relating thereto(but not the existence
of this Agreement generally). The obligation of confidentiality does not apply to information which is required by law to be
disclosed (including public right-to-know laws), which is publicly available through authorized disclosure, is known by the
receiving party at the time of disclosure or is rightfully obtained from a third party that has the right to disclose it. All
Confidential Information will remain the property of the disclosing party.
Services Agreement: Catalis Payments,LLC&City of Boynton Beach,Florida Page 8 of 18
Docusign Envelope ID:F6206088-3B7C-4E57-A3F0-AA0B020CA7BC
2.4. Privacy and Security.
Merchant is solely responsible for the security of data residing on servers owned or operated by Merchant and all third parties
(other than Provider)designated by Merchant(e.g.,a Web hosting Merchant, processor and other service providers),and for
data transmitted to Provider. Merchant will not use,disclose,sell,and/or disseminate any cardholder information obtained in
connection with a Payment(including the names,addresses and card account numbers of cardholders)except for purposes of
authorizing,completing,and settling a Payment and resolving any Chargebacks,retrieval requests,or similar issues involving
a Payment, other than pursuant to a court or governmental agency request, subpoena, or order. Merchant will use proper
controls for and limit access to, and render unreadable prior to discarding, all records containing card account numbers and
card imprints. Merchant agrees that it will comply with all Provider security protocols and security advisories in effect during
the Term. Merchant is responsible for verifying the accuracy and completeness of all Payments submitted and processed by
Provider associated with Merchant's account and verifying that all corresponding funds are accurately processed.
2.5. System Breach.
Merchant warrants that Merchant has taken such precautions as are necessary to ensure that Merchant server and electronic
systems are secure from breach or intrusion by unauthorized third parties. In the event that Merchant system is breached, or
is suspected of having been breached,and an unauthorized third party has access to or has accessed end-user data or Payment
data, Merchant will notify Provider promptly of such breach and will take such precautions as may be necessary to prevent
such breaches from occurring in the future.
2.6. Intellectual Property.
Provider represents that it owns,licenses or has the right to use and will retain during the Term all proprietary rights in and to
the Lockbox Payment System and related materials that Provider may use in connection with implementation and operation
of the Lockbox Payment System. Merchant acknowledges that,as between Merchant and Provider, Provider owns, licenses
and/or has the right to use,all right,title and interest,including without limitation any and all rights existing under patent law,
copyright law, moral rights law,trade secret law,trademark law, unfair competition law,publicity rights law,privacy rights
law,and any and all other proprietary rights in and to all of the intellectual property developed,owned,used and/or licensed
by Provider in connection with its performance under this Agreement,including the Lockbox Payment System(the"Provider
IP") and that Merchant will not acquire any right, title, or interest in or to the Provider IP, including the Lockbox Payment
System. There are no implied licenses granted under this Agreement, and any rights not expressly granted to Merchant
hereunder are reserved by Provider. Merchant will not take any action inconsistent with Provider's property rights in and to
the Lockbox Payment System,and/or any other intellectual property right of Provider.
2.7. Change Control Process.
The Parties agree to use the Provider organizational standard change process "Change Control Process" for all changes
requested by Merchant and agreed to by Provider. Provider may, in its sole discretion, change, modify and/or update the
Change Control Process at any time provided that Provider provides at least ten days prior notice to Merchant.
2.8. Billing Terms.
All pricing is contained in the Agreement and any Amendments or Addendums that may be executed by the Parties. The
proposed pricing model may contain no transaction related or recurring costs for the Merchant and could result in Merchant
incurring no charges during a billing cycle. Provider will send Merchant a monthly invoice for any charges incurred. The
invoices will include detail for volumes and the number of transactions processed.
Merchant shall pay invoices within thirty (30) days of issue. Invoices not paid within this period shall be charged interest
which compounds daily. The interest rate shall be the lower of 18% simple interest, or the highest amount allowable under
applicable law. This interest shall accrue from the issue date and shall continue until invoice is paid in full.
Merchant is additionally liable for any applicable federal, state, or local Taxes(exclusive of income or gross receipts Taxes
properly payable by Provider)and other fees or assessments incurred as a result of the use of the Lockbox Payment System
by Merchant.
3. DISCLAIMER OF WARRANTIES
3.1. AVAILABILITY
PROVIDER MAKES NO WARRANTIES REGARDING THE QUALITY,RELIABILITY,TIMELINESS OR SECURITY
OF THE WORLD WIDE WEB OR TELEPHONE LINES, THE INTERNET AND OTHER GLOBALLY LINKED
COMPUTER NETWORKS,OR THE WEBSITES ESTABLISHED THEREON INCLUDING THE LOCKBOX PAYMENT
SYSTEM, WILL BE UNINTERRUPTED OR ERROR FREE AND PROVIDER WILL IN NO WAY BE LIABLE TO
MERCHANT OR CUSTOMER DUE TO ANY DISRUPTION OF PROVIDER'S LOCKBOX PAYMENT SYSTEM OR
Services Agreement:Catalis Payments,LLC&City of Boynton Beach,Florida Page 9 of 18
Docusign Envelope ID:F6206088-367C-4E57-A3F0-AA0B020CA7BC
NON-AVAILABILITY OF THE LOCKBOX PAYMENT SYSTEM DURING WHICH CUSTOMERS ARE UNABLE TO
ACCESS OR USE THE LOCKBOX PAYMENT SYSTEM DUE TO A CONFIRMED PROBLEM THEREIN.
3.2. THIRD PARTY PRODUCTS
MERCHANT UNDERSTANDS AND AGREES THAT PROVIDER MAY USE THIRD PARTY PRODUCTS IN
CONNECTION WITH THE LOCKBOX PAYMENT SYSTEM OFFERED HEREUNDER. THESE PRODUCTS MAY
INCLUDE FIREWALL SECURITY, WEB SERVER SOFTWARE AND ENCRYPTION SOFTWARE. PROVIDER
MAKES NO REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE OF SUCH THIRD-PARTY
SOFTWARE,SPECIFICALLY INCLUDING ANY WARRANTY THAT PERFORMANCE WILL BE UNINTERRUPTED
OR ERROR-FREE.
3.3. NO IMPLIED WARRANTIES
EXCEPT FOR ANY EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT, NEITHER PROVIDER NOR
ANY THIRD PARTY MAKES ANY WARRANTY OF ANY KIND,WHETHER EXPRESS OR IMPLIED,REGARDING
THE LOCKBOX PAYMENT SYSTEM OR SERVICES PROVIDED HEREUNDER AND SPECIFICALLY DISCLAIMS
THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND AGAINST
INFRINGEMENT,TO THE MAXIMUM EXTENT POSSIBLE BY LAW.
4. NO CONSEQUENTIAL DAMAGES
IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY,OR TO ANY THIRD PARTY,FOR CONSEQUENTIAL,
EXEMPLARY,INDIRECT,SPECIAL,OR INCIDENTAL DAMAGES,INCLUDING,WITHOUT LIMITATION,LOST PROFITS,
EVEN IF THE PARTY THAT WOULD OTHERWISE HAVE BEEN LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
5. LIMITATION OF LIABILITY
IN NO EVENT WILL PROVIDER'S LIABILITY EXCEED THE CONVENIENCE FEES PAID TO PROVIDER UNDER THIS
AGREEMENT DURING THE 12 MONTH PERIOD PRIOR TO THE ACCRUAL OF THE CLAIM REGARDLESS OF THE FORM
OF THE CLAIM(INCLUDING, WITHOUT LIMITATION,ANY CONTRACT,PRODUCT LIABILITY,OR TORT CLAIM).
6. INDEMNIFICATION
Provider shall hold harmless, indemnify, and defend Merchant, and all of its officers, employees, and/or officials from any and all
liability,actions,claims,losses,damages,or other costs of whatsoever nature that may be asserted by any THIRD PARTY arising from
or in connection with the collection of payments by credit or debit card or through internet transactions pursuant to the terms of this
Agreement.
7. TERMINATION
7.1. Termination for Cause.
Either party may terminate this Agreement at any time upon written notice to the other party as a result of any of the following
events:
1. any noncompliance with this Agreement which is not cured within thirty(30)days of notice thereof from the other party
(except that no cure period is allowed for termination based on fraud);and/or
2. any voluntary or involuntary bankruptcy or insolvency proceeding involving the other party.
7.2. Effect of Termination.
Termination of this Agreement will not relieve either party of any obligation to pay the other party any amounts due and owing
to the other party prior to such termination,including,without limitation any amounts owing in respect of Disputed Amounts.
7.3. Survival.
The following Sections will survive any termination or expiration of this Agreement: General,Disclaimer of Warranties,No
Consequential Damages, Limitation of Liability,Indemnification,&Miscellaneous.
8. MISCELLANEOUS
8.1. Governing Law; Waiver of Jury Trial.
This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without reference to
conflict of law provisions. Any action,proceeding,litigation,or mediation relating to or arising from this Agreement must be
brought exclusively in Delaware. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY
Services Agreement: Catalis Payments,LLC&City of Boynton Beach,Florida I Page 10 of 18
Docusign Envelope ID:F6206088-3B7C-4E57-A3F0-AA0B020CA7BC
WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED ON,ARISING OUT OF,OR IN CONNECTION WITH THIS AGREEMENT.
8.2. Binding Upon Successors and Permitted Assigns.
This Agreement will be binding upon and inure to the benefit of the parties, their successors and permitted assigns. Neither
this Agreement nor any right,license,privilege or obligation provided herein may be assigned or transferred by a party without
the other party's prior written consent, which consent will not be unreasonably withheld, and any attempted assignment or
transfer without such consent is void;provided,however,that each party may,without the consent of the other party, assign
this Agreement(and its rights hereunder)in connection with any reorganization,consolidation,merger, sale of stock, sale of
substantially all assets and/or similar type of transaction(s), if the successor in interest to such assigning party assumes the
obligations of the assigning party under this Agreement in writing,is properly licensed to conduct the business contemplated
hereunder,and otherwise agrees to be bound by all of the terms of this Agreement.
8.3. Relationship of Parties.
The relationship of Provider to Merchant under this Agreement will be that of an independent contractor and nothing contained
in this Agreement will create or imply an agency relationship between Merchant and Provider, nor will this Agreement be
deemed to constitute a joint venture or partnership between Merchant and Provider.
8.4. Limited Agent.
Notwithstanding anything to the contrary in this Agreement,Merchant hereby appoints Provider as its lawful agent to receive
and process Payments and acknowledges and agrees that: (a) a Customer payment to Provider constitutes delivery of such
payment to Merchant; and (b) Merchant will not hold Customer responsible for Provider's failure to deliver payment, but
rather Merchant will seek redress only from Provider.
8.5. Notices.
All notices required or permitted under the Agreement will be in writing and sent to the other party at the address specified on
the signature page below or to such other address as either party may substitute from time to time by written notice to the other
and will be deemed validly given upon receipt of such notice given by mail(postage prepaid),electronic mail,or personal or
courier delivery to such address.
8.6. Captions and Headings.
The captions and headings appearing in this Agreement are for reference only and will not be considered in construing this
Agreement.
8.7. Waiver.
No term or condition of this Agreement may be waived except pursuant to a written waiver executed by the party against
whom such waiver is sought to be enforced.
8.8. Severability.
If any provision of this Agreement,or the application thereof,is found invalid or unenforceable,that provision will be amended
to achieve as nearly as possible the same economic effect as the original provision and the remainder of this Agreement will
remain in full force.
8.9. Publicity.
The parties agree that they will not use the other party's name,trademark or service mark,or the existence of the contractual
relationship in any press release, marketing,promotional, advertising, or any other materials without the other party's prior
written consent.
8.10.Amendment and Changes.
This Agreement or any provision hereof may not be changed,amended, supplemented,discharged,terminated,or otherwise
altered except by a statement in writing signed by the party against whom enforcement of same is sought.
8.11.Force Majeure.
Neither party will be liable for delays in processing or other nonperformance caused by such events as fires,
telecommunications,utility,or power failures,equipment failures, labor strife,riots, war,nonperformance of our vendors or
suppliers, acts of God,or other causes over which the respective party has no reasonable control, except that nothing in this
clause will affect or excuse a party's liabilities and obligations for Disputed Amounts.
Services Agreement: Catalis Payments,LLC&City of Boynton Beach,Florida Page 11 of 18
Docusign Envelope ID:F6206088-3B7C-4E57-A3F0-AA0B020CA7BC
8.12.Entire Agreement.
This Agreement, including the Exhibits contains the entire understanding and agreement between the parties with respect to
its subject matter, superseding all prior or contemporaneous representations, understandings, and any other oral or written
agreements between the parties with respect to such subject matter.
8.13.Facsimile Signature and Counterparts.
An SOW or Amendment to this Agreement may be executed by exchange of signature pages by facsimile,e-mail and in any
number of counterparts, each of which will be an original as against any party whose signature appears thereon and all of
which together will constitute one and the same instrument.
8.14.Cooperative Procurement.
This Agreement may be used as a cooperative procurement vehicle by any jurisdiction that is eligible. Provider reserves the
right to negotiate and customize the terms and conditions set forth herein, including but not limited to pricing, scope, and
circumstances of that cooperative procurement.
[Remainder of page left intentionally blank]
Services Agreement: Catalis Payments,LLC&City of Boynton Beach,Florida Page 12 of 18
Docusign Envelope ID:F6206088-3B7C-4E57-A3F0-AA0B020CA7BC
EXHIBIT D: Payment Processing Terms and Conditions with Sub-Merchant Agreement
The following terms and conditions are hereby incorporated into this Agreement:
https://catalisgov.com/payment-processing-terms-and-conditions/
https://catalisgov.com/merchant-services-agreement-for-sub-merchants/
[Remainder of page left intentionally blank]
Services Agreement:Catalis Payments,LLC&City of Boynton Beach,Florida I Page 13 of 18
Docusign Envelope ID:F6206088-3B7C-4E57-A3F0-AA0B020CA7BC
EXHIBIT E: Bill Printing and Presentment
1. STRATEGY
DataProse understands that it is acting as a subcontractor for Catalis Payments, LLC (referenced hereafter in this Exhibit E as
"Client") with respect to certain services to be provided by Client to the City of Boynton Beach, Florida ("City") under this
Agreement.
2. DESCRIPTION
Under this agreement, DataProse will produce and distribute the mail generated as a result of Client's agreement with the City of
Boynton Beach,Florida,which services are more particularly described as follows:
• Processing of data for proper statement formatting,printing,inserting and delivery distribution requirements.
• CASS(Coding Accuracy Support System)Certification of all requested mailing names.
• Specific related job program development,maintenance and backup to support print and mail application.
• High-speed simplex and duplex laser printing and"full color"printing.
• Forms design,development and support.
• Billing of all materials and services.
• Image files for viewing of printed documents.
3. PRICING
3.1. Customer Bill Presentment:
Description Unit Unit Cost Estimated Monthly Estimated Monthly Total
Quantities
® Residential bill print Each $0.12 38,000 $4,560.00 per month
El Commercial bill print Each $0.16 3,500 $560.00 per month
® Self Seal Postcard print** Each $0.12 41,500 $4,980.00 per month
El Letter print-1 page* Each $0.12 45,000 $5,400.00 per month
® Letter print-2 pages* Each $0.16 45,000 $7,200.00 per month
El Insert print-each page* Each $0.03 45,000 $1,350.00 per month
El Residential bill presentment Each Waived 38,000 Waived
® Commercial bill presentment Each Waived 3,500 Waived
® Letter presentment-1 page* Each Waived 45,000 Waived
El Letter presentment-2 pages* Each Waived 45,000 Waived
El Insert Supplied INSERT* Each $0.005 45,000 $225.00 per month
® Insert Printed INSERT* Each Waived 45,000 Waived
® Self Sealed Postcard** Each $0.12 41,500 $4,980.00 per month
El Postage for Sealed Postcard** Each $0.26 41,500 $10,790.00 per month
® Postage for Residential Bill Each $0.391 38,000 $14,858.00 per month
® Postage for Commercial Bill Each $0.391 3,500 $1,368.50 per month
® Postage for Letters- 1 page* Each $0.391 45,000 $17,595.00 per month
El Postage for Letters-2 pages* Each $0.391 45,000 $17,595.00 per month
® Bill Image storage Each $1,500 1 $1,500.00 per month
O eBill Notification Each Waived 3,500 Waived
El Bill Design Consultation and Hourly Waived 20 Waived
Changes(cost per hour)
O Additional cost for presenting Each Waived 1,750 Waived
bills and letters In Spanish
Services Agreement:Catalis Payments, LLC&City of Boynton Beach,Florida I Page 14 of 18
Docusign Envelope ID:F6206088-3B7C-4E57-A3F0-AA0B020CA7BC
3.2. Material Expenses:
Item Unit Cost
Paper Stock(20#8.5x11 white) Standard Included
Envelopes(10#outgoing envelope;one or two color) Standard Included
Envelopes(9#business return envelope;one or two color) Standard Included
All material and supply prices are subject to change at any time due to increased material expenses that may be passed on to
DataProse. Prices for these supplies and documentation of the increase will be presented to City for review and approval and
approval will not be unreasonably withheld. Upon Agreement expiration or cancellation, any materials that have been
purchased or acquired and have not been used in the normal course of business shall be returned to City.
3.3. Production Expenses for Statements:
Item Unit Cost
Duplex Document Processing(First Page)
• Processing
• Full Color Printing $0.0000 each
• Insertion
Duplex Document Processing(Additional Pages)
• Processing
• Full Color Printing $0.0000 per page
• Insertion
DocView Image Files(Standard) $0.0090 per image
Intelligent Mail Bar Code Integration(Standard) $0.0025 each
Postage Sortation(Qualifying mail) $0.0025 each
Postage Sortation(Non-Qualifying mail) $0.0025 each
3.4. Other Processing Expenses:
Item Unit Cost
Provide Data on CD-R Media $150.00 per event
Electronic Householding(Integration of late notices,letters,etc.within invoices) $0.0100 per image processed
Programming,Forms,Letters,&Queries
• One(1)hour minimum $160.00 per hour
New Forms Creation
• After initial client setup $300.00 per form
• Excludes Additional Programming to implement
Digitized Logo's&Signatures Electronically provided
• Furnished in ComTec Format $150.00 per item
Digitized Logo's Creation&Signature Scanning $350.00 per item
Storage of Historical Bills $0.0050 per image
Report Packages $25.00 per report
Services Agreement: Catalis Payments,LLC&City of Boynton Beach,Florida I Page 15 of 18
Docusign Envelope ID:F6206088-3B7C-4E57-A3F0-AA0B020CA7BC
3.5. Finishing Expenses:
Item Unit Cost
Shrink Wrapping or Special Packaging $2.00 per package
Special Cutting,Trimming,or Drilling $50.00 per 1,000
Off-line Folding $50.00 per 1,000
Handwork&Manual Insertion
• One(1)hour minimum $30.00 per hour
Disposal of Client Stocked Materials $2.00 per item
Freight,Courier,&Air Delivery Cost plus 25%
3.6. Prepaid Expenses:
All pre-paid expenses are to be provided via check or wire transfer in advance from City. DataProse reserves the right to hold
any and all mail if proper advance payment is not made. City's advance payment should reflect enough postage monies to
cover 45 days estimated postage expense at all times.
Estimated pre-paid expense payment at this time is . This prepayment must be received at DataProse's
office no later than ten days before production begins.
In the event that the US Post Office increases postage fee's or an additional expense is incurred by DataProse additional
expense may be passed on to the City on an at cost basis.
3.7. General:
DataProse will invoice City on a monthly basis for services rendered.
4. SCOPE
DataProse will provide a turnkey solution for print and mail services required by Client as it relates to their bill processing pursuant
to Client's agreement with the City of Boynton Beach,Florida.
Service Level Agreement:Mail Services SLA
Data is to be prepared for DataProse in the agreed format and transmitted to the designated DataProse Output Center no later than
10:00 AM. ET/9:00 a.m. CT,on each of the cycle processing dates. If the data is erroneous or is not prepared in the agreed format,
a fee equal to the data processing charge may be assessed on the part of DataProse.
Services are to be completed and delivered into the U.S. Postal Distribution System no later than the next business day from
successful receipt of data (this excludes delays associated with: Acts of God, processing errors not the fault of DataProse,
transmission errors.)
5. ADDITIONAL TERMS
5.1. Client agrees that during the term of this agreement Client expects the mailing volumes from the City of Boynton Beach will
be of approximately INSERT on a monthly basis.
5.2. All material prices are subject to change due to material expenses that may be passed on to DataProse by the manufacturers.
Prices for these materials and original documentation of the increase will be presented to Client for review and approval;such
approval will not be unreasonably withheld.
5.3. Invoices will be rendered weekly. Payments for all services provided by DataProse due net 30 days from the billing date.
Invoices not paid by 60 days (60) days shall be charged a rate of interest of one percent (1%) per month. Please note our
payment address as follows: DataProse, 1122 W Bethel Rd#100,Coppell,TX 75019.
5.4. All applicable taxes, fees, levies imposts,duties,withholding or other charges,exclusive of those relating to DataProse's net
income, (including any interest and penalty thereon) arising from the provision of the Services herein are to be paid by the
Client. Client will indemnify and hold harmless from and against any liability for such taxes, fees, levies, imposts, duties,
withholding or other charges, exclusive of those relating to DataProse's net income, (including any interest and penalty
thereon)arising from the provision of the Services described herein.
5.5. The Client agrees that should termination of this agreement be requested by Client other than for cause or due to a termination
at any time without further obligation by Client giving one hundred and eighty(180)days written notice to DataProse,then a
cancellation penalty of 3 months of the projected monthly billing fees based on the average of the previous three months less
postage on the balance of the agreement shall be levied. In addition,any unused materials purchased on behalf of Client will
be billed to Client.
Services Agreement: Catalis Payments,LLC&City of Boynton Beach,Florida I Page 16 of 18
Docusign Envelope ID:F6206088-3B7C-4E57-A3F0-AA0B020CA7BC
5.6. All computer software developed and/or utilized by DataProse in conjunction with DataProse's service,whether or not Client
has been charged for such software,and all updates,modifications,enhancements and derivative works of such software and
all copies thereof shall be the sole property of and remain owned by and DataProse;provided however,that software provided
to DataProse by Client and developed for Client by a third party,where title to such software vests in Client or is licensed to
Client shall remain the property of Client.
5.7. Neither party shall be held responsible for any delay or failure in performance for causes beyond its reasonable control,
including without limitation, acts of God, strikes, lockouts, riots, and acts of war, epidemics, governmental regulations
imposed after the fact, fire,power failure,earthquakes or other disasters natural or otherwise.
5.8. DataProse will treat as confidential all Client and City of Boynton Beach information and will make the same effort to
safeguard such information as it does in protecting its own proprietary data. Client and City of Boynton Beach data stored at
DataProse shall remain the exclusive property of Client and City of Boynton Beach. DataProse will not reproduce, copy,
duplicate,disclose,or in anyway treat the information supplied by Client and City of Boynton Beach in any manner except as
provided for in this Agreement. Upon termination of this Agreement and payment to DataProse for services rendered and
goods provided through the date of termination,DataProse will deliver to Client all Client-and City of Boynton Beach-owned
forms, materials, media, microfilm/microfiche and printed materials which were produced pursuant to this Agreement and
which are then in the possession of DataProse.
5.9. Liability on the part of DataProse for loss, destruction or damage by breakage, leakage, theft or accidental causes shall be
limited to replacement with equivalent media and reprocessing of any microfilm/microfiche or printed materials lost or
destroyed, at no additional charge to Client. Client is responsible for maintaining proper backup of source material sent to
DataProse until DataProse has returned the original media.DataProse shall have no liability for damages resulting or claimed
to have resulted from erroneous or incomplete completion,processing or transmission of information or data.In no event shall
DataProse be liable to Client for indirect,incidental,special,or consequential damages(including without limitation,liability
of Client to third parties, except for the City of Boynton Beach),arising out of this agreement. In no event shall DataProse's
liability exceed an amount equal to two times the average monthly amount which has been paid to DataProse for processing
and providing applicable services thereunder for the immediately proceeding eight(8)months or,with respect to goods and
supplies,the price paid to DataProse for the particular good and/or supplies involved.
5.10. EXPRESS DISCLAIMER OF WARRANTIES, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND
WARRANTIES HEREIN SET FORTH, NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING
WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE, ARE MADE BY DATAPROSE FOR ANY SERVICES PERFORMED OR PRODUCTS PROVIDED
HEREUNDER.
5.11.All notices given HEREUNDER shall be in writing and shall be sent by certified mail prepaid to the parties at the addresses
set forth on this document hereof,or to such other addresses of which either party may give by written notice.Notice shall be
effective upon receipt.
5.12.All costs and expenses,including reasonable attorney's fees, incurred by the prevailing party in order to remedy any breach
of this contract shall be borne by the losing party.
5.13.This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. If any provision of
this Agreement is determined to be invalid or unenforceable,the remaining provisions of this Agreement shall not be affected
thereby and shall be binding upon the parties hereto and shall be enforceable as though such invalid or unenforceable provision
were not contained herein.
5.14.The parties agree that any disputes under this agreement are to be resolved by the courts of Boynton Beach,Florida.
5.15.This constitutes the entire agreement between the parties;any verbal representations not contained in this agreement are null
and void.Any and all changes to this Agreement must be in writing.
Services Agreement:Catalis Payments,LLC&City of Boynton Beach,Florida I Page 17 of 18
Docusign Envelope ID:F6206088-3B7C-4E57-A3F0-AA0B020CA7BC
EXHIBIT E SIGNATURES
In witness whereof,the Parties have executed this Exhibit by their duly authorized representatives.
Catalis Payments,LLC:
DocuSigned by:
Signed: Sf. 1 .s&off
811FAF338E2B4FA...
Name: Steve Ostroff
Title: Executive Vice President
Date: 7/22/2024
DataProse:
DocuSigned by:
Signed: ' Sikr
Name: Br'AF112FFgz�ti�4 B
Title: CSO ��Y
Date: 7/22/2024
r
r, ..9!BFq�.
City of Boynton Beach,Florida: f%id- \,
I t1 J;• �NGOCk p�20 ��
Signed: t \ i,
•P
Name: Ty 3 %%%.% F-O���_
Title: WtOte `M�Date:
CITY ATTORNEY'S OFFICE
Approve- as forma�I
;j317,E
By: 0 �/
Services Agreement: Catalis Payments,LLC&City of Boynton Beach,Florida I Page 18 of 18
Docusign Envelope ID:6E2D13DA-EA98-4249-8A03-AC6BE645A781
ADDENDUM
ADDITIONAL TERMS
The terms of this Addendum govern and control your Agreement with the City of Boynton Beach. If there is
any conflict between the Agreement and this Addendum, this Addendum shall control.
PUBLIC RECORDS. The City is a public agency subject to Chapter 119, Florida Statutes. The Contractor shall
comply with Florida's Public Records Law. Specifically, the Contractor shall:
A. Keep and maintain public records required by the CITY to perform the service;
B. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a cost
that does not exceed the cost provided in Chapter 119, Fla. Stat. or as otherwise provided by law;
C. Ensure that public records that are exempt or that are confidential and exempt from public record
disclosure requirements are not disclosed except as authorized by law for the duration of the
contract term and, following completion of the contract, Contractor shall destroy all copies of such
confidential and exempt records remaining in its possession once the Contractor transfers the
records in its possession to the CITY; and
D. Upon completion of the contract, Contractor shall transfer to the CITY, at no cost to the CITY, all
public records in Contractor's possession All records stored electronically by Contractor must be
provided to the CITY, upon request from the CITY's custodian of public records, in a format that is
compatible with the information technology systems of the CITY.
E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS:
CITY CLERK
100 E. OCEAN AVE.
BOYNTON BEACH, FL, 33435
561-742-6060
CITYCLERK(v�BBFL.US
CONFIDENTIALITY. If the Agreement contains any confidentiality obligations, any such provisions are subject to
Chapter 119, Florida Statutes mandates. The Agreement and any information provided by Contractor to the City may
fall within the disclosure requirements of Chapter 119, Fla. Stat.The Contractor must clearly label and mark each page
or section of any tangible documents (excluding internet-based Confidential Information) provided to the City in
connection with the Agreement that it considers proprietary information or otherwise confidential or exempt from
Chapter 119, Fla. Stat. If the City receives a public records request regarding the Contractor's Confidential Information,
it will notify the Contractor in writing or electronically. If the Contractor continues to assert in good faith that the
information is confidential or exempt from disclosure pursuant to Chapter 119, Fla Stat., then the Contractor shall be
solely responsible for defending its position or seeking a judicial declaration. Nothing in this Agreement shall create an
obligation or duty for the City to defend or justify the Contractor's position. Contractor shall indemnify and hold harmless
the City for any award, damages, fines, fees, penalties, or impositions of whatsoever nature or kind and all costs and
fees, including attorney's fees incurred by the City in connection with this section. Any requirements in the Agreement
that require the City to destroy Confidential Information upon termination of the Agreement are hereby deemed null
and void.
DISCRIMINATORY VENDOR AND SCRUTINIZED COMPANIES LISTS; COUNTRIES OF CONCERN. Contractor
represents that it has not been placed on the "discriminatory vendor list" as provided in Section 287.134, Florida
Statutes, and that it is not a "scrutinized company" pursuant to Sections 215.473 or 215.4725, Florida Statutes.
Contractor represents and certifies that it is not, and for the duration of the Term, will not be, ineligible to contract with
City on any of the grounds stated in Section 287.135, Florida Statutes. Contractor represents that it is, and for the
duration of the Term will remain, in compliance with Section 286.101, Florida Statutes.
Docusign Envelope ID:6E2D 13DA-EA98-4249-8A03-AC6BE645A781
VERIFICATION OF EMPLOYMENT ELIGIBILITY.Contractor represents that Contractor and each subcontractor have
registered with and use the E-Verify system maintained by the United States Department of Homeland Security to
verify the work authorization status of all newly hired employees in compliance with the requirements of Section
448.095, Florida Statutes, and that entry into this Agreement will not violate that statute. If Contractor violates this
section, City may immediately terminate this Agreement for cause, and Contractor shall be liable for all costs incurred
by City due to the termination.
PUBLIC ENTITY CRIMES ACT. Contractor represents that it is familiar with the requirements and prohibitions under
the Public Entity Crime Act, Section 287.133, Florida Statutes, and represents that its entry into this Agreement will
not violate that Act. Contractor further represents that there has been no determination that it committed a"public entity
crime" as defined by Section 287.133, Florida Statutes, and that it has not been formally charged with committing an
act defined as a "public entity crime" regardless of the amount of money involved or whether Contractor has been
placed on the convicted Contractor list.
ENTITIES OF FOREIGN CONCERN. This section shall apply if Contractor or any subcontractor will have access to
an individual's personal identifying information under this Agreement.Accordingly, Contractor represents and certifies:
(i) Contractor is not owned by the government of a foreign country of concern; (ii)the government of a foreign country
of concern does not have a controlling interest in Contractor; and (iii) Contractor is not organized under the laws of
and does not have its principal place of business in, a foreign country of concern. On or before the Effective Date or
the date that Contractor or its subcontractor will have access to personal identifying information under this Agreement,
Contractor and any subcontractor that will have access to personal identifying information shall submit to City executed
affidavit(s)under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria
in Section 287.138(2), Florida Statutes. Compliance with the requirements of this section is included in the
requirements of a proper invoice. Terms used in this section that are not otherwise defined in this Agreement shall
have the meanings ascribed to such terms in Section 287.138, Florida Statutes.
ANTI-HUMAN TRAFFICKING. On or before the Effective Date of the Agreement, Contractor shall provide City with
an affidavit attesting that the Contractor does not use coercion for labor or services, in accordance with Section
787.06(13), Florida Statutes.
INVOICES AND PAYMENT. Payments of any fees due to the Contractor for services shall be conditioned on receipt
of a proper invoice. Payment will be made in accordance with the Local Government Prompt Payment Act, Section
218.70, et al., Florida Statutes.
VENUE,WAIVER OF JURY TRIAL. The exclusive venue for any lawsuit arising from, related to, or in connection with
this Agreement shall be in the state courts of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida. If
any claim arising from, related to, or in connection with this Agreement must be litigated in federal court, the exclusive
venue for any such lawsuit shall be in the United States District Court or United States Bankruptcy Court for the
Southern District of Florida. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL
BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT.
INDEMNIFICATION. Contractor shall indemnify, hold harmless, and defend City and all of City's current, past, and
future officers, agents, and employees (collectively, "Indemnified Party")from and against any and all causes of action,
demands, claims, losses, liabilities, and expenditures of any kind, including attorneys'fees, court costs, and expenses,
including through the conclusion of any appellate proceedings, raised or asserted by any person or entity not a party
to this Agreement, and caused or alleged to be caused, in whole or in part, by any breach of this Agreement by
Contractor, or any intentional, reckless, or negligent act or omission of Contractor, its officers, employees, or agents,
arising from, relating to, or in connection with this Agreement (collectively, a "Claim"). If any Claim is brought against
an Indemnified Party, Contractor shall, upon written notice from City, defend each Indemnified Party with counsel
satisfactory to City or, at City's option, pay for an attorney selected by the City Attorney to defend the Indemnified
Party. The obligations of this section shall survive the expiration or earlier termination of this Agreement. Any provision
of the Agreement that requires the City to indemnify the Contractor or any third party is hereby deleted in its entirety.
SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign immunity by the City
or as a waiver of limits of liability or rights the City may have under the doctrine of sovereign immunity or under Section
768.28, Florida Statutes.
By signing below, the Contractor agrees to the terms in this Addendum.
By: Sum-0sty eve Ostr off
N ame.�Q„FAF 338E2 4
Title: Executive vice President and GM
Date: 7/22/2024