R16-062 1 RESOLUTION NO. R16 -062
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH,
4 FLORIDA, APPROVING AND AUTHORIZING THE CITY
5 MANAGER TO SIGN A VENDOR SERVICES AGREEMENT
6 WITH BILL2PAY, LLC., RESULTING FROM RFP 074 -2821-
7 15/KTR, "BILL PRINTING, MAILING AND ELECTRONIC
8 PRESENTMENT AND PAYMENT" FOR AN ESTIMATED
9 MONTHLY EXPENDITURE OF $40,000.00 OR $480,000.00
10 ANNUALLY; AND PROVIDING AN EFFECTIVE DATE
11
12 WHEREAS, on October 14, 2015, the City received and opened six (6) proposals
13 in response to RFP 074 - 2821 -15 /KTR for "Bill Printing, Mailing and Electronic Bill
14 Presentment and Payment "; and
15 WHEREAS, five (5) of the proposals were considered to be responsive and
16 reviewed by an Evaluation and Selection Committee; and
17 WHEREAS, Bill2Pay provides a total solution from taking a billing file daily and
18 processing for distribution or delivery of a hard copy or electronic bill, processing
19 payments (including check, credit card and pay by phone) and provide daily payment
20 reconciliation reports in reference to a daily payment; and
21 WHEREAS, the City Commission, upon recommendation of staff, deems it to be
22 in the best interests of the citizens and residents of the City of Boynton Beach to approve
23 and authorize the City Manager to sign a Vendor Services Agreement with Bill2Pay,
24 LL:C., of Jacksonville, Florida as a result of RFP 074 - 2821 -15 /KTR, "Bill Printing,
25 Mailing and Electronic Bill Presentment and Payment" for an estimated monthly
26 expenditure of $40,000 or $480,000.00 annually.
27 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
28 OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
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29 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
30 berg true and correct and are hereby made a specific part of this Resolution upon adoption
31 hereof.
32 Section 2. The City Commission of the City of Boynton Beach, Florida,
33 hereby approves and . authorizes the City Manager to sign a Vendor Services Agreement
34 with Bill2Pay, LLC., of Jacksonville, Florida as a result of RFP 074 - 2821- 15 /KTR, "Bill
35 Printing, Mailing and Electronic Bill Presentment and Payment" for an estimated monthly
36 expenditure of $40,000 or $480,000.00 annually, a copy of which is attached hereto as
37 Exhibit "A ".
38 Section 3. That this Resolution shall become effective immediately.
39 PASSED AND ADOPTED this limp) day of ll- , 2016.
40 CITY OF BOYNTON BEACH, FLORIDA
41
42 YES NO
43
44 Mayor — Steven B. Grant /
45
46 Vice Mayor — Mack McCray
47
48 Commissioner — Justin Katz
49
50 Commissioner — Christina L. Romelus 7 '
51
52 Commissioner — Joe Casello
53
54 <5.43 55 VOTE
56 ATTEST:
57
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58 �
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59 / 60 J9' ,' A. Pyle, CM,
61 InYerim City Clerk
62
63 f40.47
64 (Corporate Seal)
65
S: \CC \WP \Resolutions\2016\R16 -062 Vendor Services _Agreement_Bill2Pay_- _Reso.Doc
,06-068.
VENDOR SERVICES AGREEMENT TO
PROVIDE BILL PRINTING, MAILING, ELECTRONIC BILL PRESENTMENT AND PAYMENT
PROCESSING
THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to as
the City ", and $ill2Pay. LLC, hereinafter referred to as "VENDOR ", inconsideration of the
mutual benefits, terms, and conditions hereinafterspecified.
1. PROJECT DESIGNATION. The VENDOR is retained by the City to provide complete back office
services to produce paper and electronic utility bills, distribute those bills through mail or
electronic services, provide payment options for customers including lockbox services with a
Florida mailing address and provide staff aweb based portal.
2 SCOPE OF SERVICES. Vendor agrees to perform the services as outlined in RFP No., 074 -
2821-15/KTR and incorporated herein: "Section 2. — Project Information and Scope of
Services, 2.4 Scope of Services to be Performed; and 3.0 Technical Requirements" as
responded to in the October 12, 2015 proposal of Vendor both of which are incorporated
herein. Vendor's response shall supercede the Scope of Services and Technical
Requirements found in the City's RFP, including with respect to Vendor's response
regarding section 3.2.4 Electronic Bill Presentment General.
3 TIME FOR PERFORMANCE. Work under this agreement shall commence upon written notice
by the City to the Vendor to proceed. Vendor shall perform all services and provide all work
product required pursuant to this agreement upon written noticeto proceed.
4 TERM: This Agreement shall be for a period of three (3) years beginning from the contract
execution date, phi , 2016, with five (5) one -year renewal periods subject to
Vendor's acceptan , satisfactory performance, and determination that renewal will be in the
best interest of the City.
5 PAYMENT. The Vendor shall be paid by the City for completed work and for services rendered
under this agreement as follows:
a. Payment for the work provided by Vendor shall be made promptly and in accordance with
the provisions and time frames set forth in the BiII2Pay Payment Processing Services Agreement
attached and incorporated herein as Exhibit 1, which includes both the statement of work and
pricing, on all invoices submitted to the City properly and in accordance with the BiII2Pay
Payment Processing Services Agreement.
b. The Vendor may submit invoices to the City once per month during the progress of the
contract term. Such invoices will be reviewed by the City, and upon approval thereof,
payment will be made to the Vendor in the amount approved.
c. Final payment of any balance due the Vendor of the total price earned will be made
promptly upon its ascertainment and verification by the City after the completion of the work
under this Agreement and its acceptance by the City.
d. Payment as provided in this section by the City shall be full compensation for work
performed, services rendered and for all materials, supplies, equipment and incidentals
necessaryto completethework.
e. The Vendor's records and accounts pertaining to this agreement are to be kept available for
inspection by representatives of the City and State for a period of three (3) years after the
termination of the Agreement. Copies shall be made available upon request.
RFP No. 074 - 2821 -15 /KTR ' ° i *Pay 1 I P a g e
6 OWNERSHIP AND USE OF DOCUMENTS. All documents, and other materials produced by
the Vendor in connection with the services rendered under this Agreement shall be the
property of the City. This section does not apply to any intellectual property, which shall
remain the property of Vendor_
7. BILL2PAY PAYMENT PROCESSING SERVICES AGREEMENT. As previously stated, the
BiII2Pay Payment Processing Services Agreement, which includes both the statement of work
and pricing is attached and incorporated herein as Exhibit 1. The parties have reviewed the
BiII2Pay Payment Processing Services Agreement and agree that it is not in conflict with any
other contractual document, including this document. However, in the event of a conflict with any
other contractual document, including this document, then the terms and conditions of the
BiII2Pay Payment Processing Services Agreement and its exhibits shall control.
a PAYNEARME SERVICE. PayNearMe, Inc. offers a web -based technology payment processing
service to enable cash payments to be made at participating retailing locations. City shall have the
option of utilizing such services but only upon execution of a Client Confirmation of Critical Terms of
Service on the Cash Transaction Network MT agreement with PayNearMe, Inc., the form of which is
attached as Exhibit 2.
ONESOURCE PROCESSING AND PRODUCTION SERVICES. OneSource Holdings LLC offers
processing and production services, including printing and mailing. City agrees to Vendor using
OneSource Holdings LLC as a subcontractor for such services in accordance with the terms of the
agreement attached and incorporated herein as Exhibit 3, which shall be executed
contemporaneously with this Vendor Services Agreement.
10. COMPLIANCE WITH LAWS. Vendor shall, in performing the services contemplated by this
Agreement, faithfully observe and comply with all federal, state and local laws, ordinances and
regulations that are applicable to the services to be rendered under this agreement.
11. INDEMNIFICATION. Vendor shall indemnify, defend and hold harmless the City, its offices, agents
and employees, from and against any and all losses or liability, or any portion thereof, including
attorney fee's and costs, arising from injury or death to persons, including injuries, sickness, disease
or death to Vendor's own employees, or damage to property directly occasioned by a negligent act,
omission or failure of the Vendor.
12 INSURANCE. The Vendor shall secure and maintain in force throughout the duration of this contract
comprehensive general liability insurance with a minimum coverage of $1,000,000 per occurrence
and $1,000,000 aggregate for personal injury; and $1,000,000 per occurrence /aggregate for property
damage, and Vendor liability insurance in the amount of $1,000,000 per occurrence to 2 million
aggregate with defense costs in addition to limits; workers' compensation insurance, and vehicular
liability insurance.
Said general liability policy shall name the City of Boynton Beach as an "additional named insured"
and shall include a provision prohibiting cancellation of said policy except upon thirty (30) days prior
written notice to the City. Certificates of coverage as required by this section shall be delivered to the
City within fifteen (15) days of execution of this agreement.
13. INDEPENDENT CONTRACTOR. The Vendor and the City agree that the Vendor is an independent
contractor with respect to the services provided pursuant to this agreement. Nothing in this agreement
shall be considered to create the relationship of employer and employee between the parties hereto.
Neither Vendor nor any employee of Vendor shall be entitled to any benefits accorded City employees
by virtue of the services provided under this agreement. The City shall not be responsible for
withholding or otherwise deducting federal income tax or social security or for contributing to the state
industrial insurance program, otherwise assuming the duties of an employer with respect to Vendor,
or any employee of Vendor.
Bi I I Pay
RFP No. 074 - 2821 -5 /KTR 2 1 Page
14 COVENANT AGAINST CONTINGENT FEES. The Vendor warrants that he has not employed or
retained any company or person, other than a bona fide employee working solely for the Vendor, to
solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other
than a bona fide employee working solely for the Vendor, any fee, commission, percentage,
brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making
of this contract.
For breach or violation of this warranty, the City shall have the right to annul this contract without
liability or, in its discretion to deduct from the contract price or consideration, or otherwise recover, the
full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.
15. DISCRIMINATION PROHIBITED. The Vendor, with regard to the work performed by it under this
agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex
or the presence of any physical or sensory handicap in the selection and retention of employees or
procurement of materials or supplies.
16. ASSIGNMENT. The Vendor shall not sublet or assign any of the services covered by this Agreement
without the express written consent of the City.
17. NON - WAIVER. Waiver by the City of any provision of this Agreement or any time limitation
provided for inthis Agreement shall not constitute a waiver of any other provision.
18 TERMINATION.
a. The City reserves the right to terminate this Agreement at any time by giving one
hundred and eighty (180) days written notice to the Vendor.
b. In the event of the death of a member, partner or officer of the Vendor, or any of its
supervisory personnel assigned to the project, the surviving members of the Vendor hereby
agree to complete the work under the terms of this Agreement, if requested to do so by the
City. This section shall not be a bar to renegotiations of this Agreement between surviving
members of the Vendor and the City, ifthe City so chooses.
19 DISPUTES. Any disputes that arise between the parties with respect to the performance of this
Agreement, which cannot be resolved through negotiations, shall be submitted to a court of
competent jurisdiction in Palm Beach County, Florida. This Agreement shall be construed under
Florida Law.
2a. NOTICES. Notices to the City of Boynton Beach shall be sent to the following address: Lori
LaVerriere, City Manager
City of Boynton Beach
P.O. Box 310
Boynton Beach, FL 33425 -0310
Notices to Vendor shall be sent to the following address:
David Graham, Co- President, Chief Marketing Officer Bill2Pay, LLC
9428 Baymeadows Rd, Ste 600
Jacksonville, FL 32256
21. PUBLIC RECORDS: Sealed documents received by the City in response to an invitation are
exempt from public records disclosure until thirty (30) days after the opening of the Bid unless
the City announces intent to award sooner, in accordance with Florida Statutes 119.07.
Bi *Pay
RFP No. 074 - 2821 -5 /KTR Wage
The City of Boynton Beach is a public agency subject to Chapter 119, Florida Statutes. The
contractor shall comply with Florida's Public Records Law. Effective July 1, 2013, Section
119.071,FIa. Stat., the contractor shall:
1. Keep and maintain public records that ordinarily and necessarily would be required by
the City in orderto performtheservice;
2. Provide the public with access to such public records on the same terms and
conditions that the City would provide the records and at a cost that does not exceed that
provided in chapter 119, Fla. Stat., oras otherwise provided by law;
3. Ensure that public records that are exempt or that are confidential and exempt from
public record requirements are not disclosed except as authorized by law; and
4. Meet all requirements for retaining public records and transfer to the City, at no
cost, all public records in possession of the contractor upon termination of the contract
and destroy any duplicate public records that are exempt or confidential and exempt. All
records stored electronically must be provided to the City in a format that is compatible
with the information technology of the agency
Failure of the contractor to comply with the provisions Failure of the contractor to comply with the
provisions set forth in this General Condition shall constitute a Default and Breach of the Agreement
with the City.
22 INTEGRATED AGREEMENT. This agreement, together with its exhibits, attachments, or addenda,
represents the entire and integrated agreement between the City and the Vendor and supersedes all
prior negotiations, representations, or agreements written or oral. This agreement may be amended
only by written instrument signed by both City and Vendor.
DATED this -_ day of A-(1 3 u,.> , 2016.
CITY OF BOYNTON BEACH
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Lori, LaVerriere City Manager Vendor
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Attest/Authenticated: ' ` ,�; '"� ( - e r� 0
Title
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ity Ierk `T.
Approved as to Form: Attest/Authenticated:
• l ,
t fflce of the City 7 rn :1 , Secretary
B
RFP No. 074 - 2821 -5 /KTR 4'Page
Exhibit 1: Terms and Conditions
Client City of Boynton Beach Effective Date: ALCC si 1 , 2016
Initial Term End Xi I)1..( I , 2019
Date: ` J
This Payment Processing Services Agreement ( "Agreement ") is entered into as of the Effective Date by and
between BiIl2Pay LLC., ( "Company ") a Florida Corporation with offices in Jacksonville and Clearwater, Florida, and
the above referenced Client, a Florida Municipality
Scope� � a _
Company shall furnish the services and implement the general product as set forth in the attached Exhibit A —
Statement of Works which is incorporated herein and made a part of this Agreement.
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2.1 FEES
As consideration for the services set forth in Exhibit A — Statement of Work, Client shall pay the
Company the fees according to the provisions contained in Exhibit B Pricing.
2.2 Pricing Changes
The fees defined in Exhibit B are fixed for the initial thirty six (36) month term of the Agreement provided
Client does not make a substantial change not in accordance with the service description set forth in
Exhibit A. Substantial changes include, but are not limited to, initiating a change in the form of Client's
customer payments, Automated Voice Response Systems (IVR), Web pages and links, operating
procedures, invoices, account numbers, or any other similar changes.
Should Client desire to make any such change, it shall give the Company at least thirty (30) days advance
written notice. Client shall be responsible for any additional expenses incurred by Company.
Credit processing rates, and rules, are not controlled by the Company and they may change without prior
notice. If such rates increase Company will increase the electronic pricing structure outlined in Exhibit B
to reflect such rate increase. In addition, postage rates are not controlled by the Company and they may
change without prior notice. If such rates increase Company will increase the print, bill presentment —
OneSource pricing structure outlined in Exhibit B to reflect such rate increase.
2.3 Invoices
Company will send Client a monthly invoice for all charges incurred. The invoices will also include detail
for volumes and the number of transactions processed.
Client shall pay invoices within forty -five (45) days of issue. Invoices not paid within forty -five days 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. In the event of a dispute regarding an invoice, the 45 day period of
payment shall be abated until the resolution of the dispute, but only with respect to those particular items
and their respective amounts in the invoice that are in dispute but only with respect to those particular
items and their respective amounts in the invoice that are in dispute.
Should Client object to any invoice or portion thereof then Client shall pay such invoice under protest.
Invoices and detail will be sent to: Payment will be sent to:
City of Boynton Beach Bill2Pay
Attn: Barb Conboy — Utilities Customer 4700 140 Ave. North
Relations Ste 106
P.O. Box 310 Clearwater, FL 33762
Boynton Beach, FL 33425 -0310
Bill tAPay
RFP No. 074- 2821 -5 /KTR 'Page
2.4 Chargebacks and Offset
Company may withhold from all payments or disbursements made to Client under this Agreement any
amounts owed Company due to Client's customer's returned payments, chargebacks, and all other
amounts owed by client to company. These amounts will include these amounts and applicable fees. In
the event Company is not reimbursed for these amounts it will constitute a withholding of fees governed by
paragraph 4.2 of this Agreement.
Agr . � , ,� � `;� � .,�`
3.1 Initial Term
This Agreement shall have an initial thirty -six (36) month term ending at midnight on Jt ;Ili 31 , 2019.
3.2 Renewal Options
This term will be extended by written addendum for up to five successive one (1) year terms unless
terminated by Company or Client, pursuant to the provisions contained in paragraph 4 — Termination.
ermination
4.1 Termination for Convenience
Client may terminate this Agreement for convenience, without further obligation, upon one hundred and
eighty (180) days written notice to the other party.
4.2 Termination for Cause
Company or Client may terminate this Agreement, without further obligation, upon written notice to the
other party if the other party breaches any material term of the Agreement and such breach remains
uncured for thirty (30) days after receipt of said notice.
Company may terminate this Agreement, without further obligation, upon written notice to the Client if the
Client withholds, or does not pay, any fees claimed by Company. In such event the period to cure shall be
seven (7) days after receipt of said notice.
• Y i•
_Responsibilities• .. .. , . �
5.1 Responsibility for the Data
Company assumes no liability for loss of input payment data, checks or other information before such data is
in possession of Company. Company does not guarantee any payment for goods or services provided by
Client. Company shall not be liable for any consequential, special, exemplary, incidental or indirect damages.
Company will reimburse Client for the recovery of overdraft fees charged to a Client customer as a direct result
of a payment transaction error by Company. Company will further reimburse Client for any payments made by
Client to Company which may be subsequently reversed for any reason.
The term Company shall include all employees, directors and officers of Company as well as independent
contractors hired by the Company to perform any part of the services to be furnished under this Agreement.
Possession of the data by the Company first occurs when the items to be processed are delivered
electronically and successfully stored by the Company's electronic payment application, or when items are
delivered physically to Company's lockbox processing facility and ends when the information has been
delivered to the Client's depository institution. Company ensures the protection and integrity of the data in its
systems.
a Bond °�. g ..,
Company maintains the following coverage:
I. Worker's Compensation insurance which shall fully comply with the statutory requirements of
applicable state and federal laws.
BilltlPay
RFP No. 074- 2821 -5 /KTR 6 1 Page
II. Employers' Liability Insurance with limits no lower than $500,000 per accident, $500,000 for
disease per employee and $500,000 disease policy limits.
III. Commercial General Liability Insurance with a minimum combined single limit of liability of
$1,000,000 per occurrence per location and $2,000,000 aggregate for bodily injury and /or death
and /or property damage and /or personal injury. This policy shall include products, completed
operations coverage, and Broad Form Contractual Insurance specifically covering this Agreement.
IV. Fidelity Bond for coverage for the dishonest acts of its employees with a minimum amount of
$1,000,000.
q . Contract Documents
7.1 Contract Documents
The following Contract Documents are incorporated into and made part of this Agreement. In the event of
any conflict between the Contract Documents or any ambiguity, the following priority is hereby established:
I. Signed Amendments to this Agreement
II. This Payment Processing Services Agreement
III. Exhibits to this Agreement: Exhibit A- Scope of Work, Exhibit B — Pricing, Exhibit 2- Confidential
and Proprietary — PayNearMe — (option to be considered in the future), Exhibit 3 — OneSource
Holdings /Bill2Pay agreement
Client has read and executed these exhibits.
7.2 Entire Agreement
The Vendor Services Agreement together with this Agreement constitutes the entire agreement between
the parties. No other representations have been made by either of the parties other than what has been
set forth herein. This Agreement may only be amended by written amendment signed by both parties.
All of the representations made by Company with respect to the provisions of the services are set forth in
this Agreement and Client acknowledges that it has not relied upon any other statements Client
acknowledges that it has not relied upon any other prior statements or negotiations.
7.3 Severability
If any provision of this Agreement shall be held to be invalid or unenforceable, the remaining provisions
shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or
unenforceable, but that by limiting such provision it would become valid or enforceable, then such
provision shall be deemed to be written, construed, and enforced as so limited.
7.4 Headings
Section headings are only included for reference and convenience. They are not intended to define the
scope of any provision and should not be used to construe or interpret this Agreement.
B i l l JPay
RFP No. 074 - 2821 -5 /KTR 7 I P a g e
41, y . s
Contacts
8.1 Notices
Whenever, under this Agreement, one party is required to give notice to the other, such notice shall be
deemed given, if mailed by United States mail, registered or certified mail, return receipt requested,
postage prepaid and addressed as shown below. Either party may at any time change its address for
notification purposes by mailing a notice stating the change and setting forth the new address.
Client Bill2Pav LLC.
City of Boynton Beach Biil2Pay
Attn: Lori LaVerriere, City Manager 4700 140 Ave. North
P.O. Box 310 Ste 106
Boynton Beach, FL 33425 -0310 Clearwater, FL 33762
8.2 Assignment
No party may assign or transfer any of its rights or obligations under this contract without the prior written
approval of the other party.
8.3 Primary Contacts for Informational Purposes Only
Lori LaVerriere, City Manager Iris Kraft
City of Boynton Beach Biii2Pay
P.O. Box 310 4700 140 Ave. North
Boynton Beach, FL 33425 -0310 Ste 106
Clearwater, FL 33762
o
Force�4 Suspension( Operations � 5 - „
Performance of these services will be provided in Company's facilities in either Clearwater or Jacksonville, Florida.
Neither party shall be liable for damages for delay in Services should both of these facilities be unavailable due to
causes beyond its control and without its fault or negligence. In the case of Company, Company shall within four
(4) hours from the beginning of such delay, notify Client of the cause of delay and Company's contingency plan to
cure such delay.
These causes include, but are not limited to, acts of God, acts of public enemy, acts of the government, foreign or
domestic terrorists, fires, floods, epidemics, strikes, labour disturbances, and freight embargoes. It will not
including delays caused by subcontractors or suppliers.
If a delay exceeds a total of five (5) days, Client may immediately with necessity of further notice, terminate this
Agreement. Where Company is prevented from providing the Services due to a cause listed above, Company
shall use its best efforts to resume Services as soon as such cause ends.
1® 'Dispute ° esolution 4 '°
10.1 Mediation
Prior to litigation, Company and Client agree that any dispute arising from or relating to this Agreement,
shall be decided through mediation, which shall be held in Boynton Beach, Florida.
10.2 Choice of Law
This Agreement shall be governed by the laws of the State of Florida.
Bill iiPay
RFP No. 074- 2821 -5 /KTR 8!Page
10.3 Venue
If for any reason the parties do not successfully mediate their dispute in accordance with subparagraph
10.1 the parties agree to Palm Beach County, Florida as the exclusive venue and jurisdiction for any
'dispute arising from or relating to this Agreement.
10.4 Waiver of Jury Trial
Company and Client both waive any right to a jury trial for any dispute arising from or relating to this
Agreement.
'a Signatures
In Witness whereof, the parties hereto have executed this Agreement as of the Effective Date by the undersigned
officer's thereunto duly authorized.
CLIENTCity of B ynton Beach BiIl2Pay L 1/
Sign: Sign:
Name: Lori LaVerriere Name: Irl Kraft ``` -
Title: City Manager Title: Co - President, Chief Operations
Date: .Au ASt 3- 1 2-til 0 Date: -7/ j,A /Z /G
Bill tAPa
v
RFP No. 074 - 2821 -5 /KTR 9'Page
PCI Responsibility Matrix and Agreement
Bill2Pay, LLC (Service Provider)
PCI Requirement Responsibility Client Responsibility
1: Install and maintain a firewall Limiting network access to and from Although not directly handling cardholder data,
configuration to protect cardholder devices used within the Bill2Pay, LLC where applicable client is advised as best
data online ordering platform to the most practices to maintain firewall configurations
restrictive possible that protect internal networks and any data.
2: Do not use vendor - supplied Adhering to CIS - derived system Although not directly handling cardholder data,
defaults for system passwords and hardening policies for all devices and where applicable client is advised as best
other security parameters systems within the Bill2Pay, LLC online practices to not use vendor - supplied defaults
ordering platform. or system passwords and other security
parameters.
3: Protect stored cardholder data Securely storing (or not storing) Not applicable, client does not store
cardholder data within the Bill2Pay, LLC cardholder data.
platform in line with PCI Requirement 3.
4: Encrypt transmission of Requiring secure transmission of Although not directly handling cardholder data,
cardholder data across open, public cardholder data into the Bill2Pay, LLC where applicable client is advised as best
networks platform and sending data to payment practices to encrypt transmission of data
gateways in the most secure manner regardless of type but especially sensitive
supported. data.
5: Protect all systems against Regularly scanning Bill2Pay, LLC Although not directly handling cardholder data,
malware and regularly update anti- platform servers for malware and client is advised as best practices to protect all
virus software or programs viruses with up -to -date anti -virus systems against malware and regularly
software. update /maintain anti -virus software or
programs.
6: Develop and maintain secure Following secure development and Although not directly handling cardholder data,
systems and applications change control procedures for all where applicable client is advised as best
changes to Bill2pay, LLC platform practices to follow secure development,
components and ensuring that all change control and patching processes.
Bill2Pay, LLC platform components
have the latest vendor - supplied security
patches installed.
7: Restrict access to cardholder data Restricting access to cardholder data to Not applicable.
by business need to know systems and parties authorized within
Bill2Pay, partners or by client.
8: Identify and authenticate access Identifying and authenticating access to Although not directly handling cardholder data,
to system components Bill2Pay, LLC controlled components in where applicable client is advised as best
PCI scope. practices to identify and authenticate system
components but especially sensitive data
areas.
9: Restrict physical access to Restricting physical access to Bill2Pay, Not applicable.
cardholder data LLC's platform to PCI level 1 hosting
providers.
10: Track and monitor all access to Logging and monitoring all activity Although not directly handling cardholder data,
network resources and cardholder occurring within the Bill2Pay, LLC where applicable client is advised as best
data Platform practices to track and monitor access to local
network resources especially in areas where
card scan devices may be installed.
11: Regularly test security systems Testing the security systems and Not applicable.
and processes. processes for the Bill2Pay LLC card
processing Platform.
12: Maintain a policy that addresses Maintaining security policies for all Although not directly handling cardholder data,
information security for all personnel Bill2Pay, LLC employees and where applicable client is advised as best
contractors practices to establish an information security
policy for all personnel.
Bill�1Pay
RFP No. 074- 2821 -5 /KTR 10 1 P a g e
Examples of Bill2Pay's Responsibilities
• Preventing credit card data from being intercepted in- transit between a client submitting credit card data and our
platform servers.
• Preventing credit card data stored or transmitted within our platform from being stolen by unauthorized parties.
• Restricting access to sensitive data transmitted and stored by Bill2Pay's platform to only those with a business need.
Examples of Client Responsibilities
• Maintaining patched and updated malware tools supporting systems.
• Regularly updating operating systems and applications installed
• Security of third party developers or agencies that develop for client and may interface with Bill2Pay's platforms
• Security of POS system(s) scanners and local environments that interface with Bill2Pay's platforms.
Examples of End -User Responsibilities
• Security of the device or browser being used to enter credit card data. For example, Bill2Pay is not responsible for
malicious browser plugins or key loggers.
By this written agreement, known as the "PCI Responsibility Matrix and Agreement ", Bill2Pay provides
acknowledgement that Bill2Pay, the service provider, is responsible for the security of cardholder data it may possess
or otherwise store, process or transmit on behalf of the Client, or to the extent that they could impact the security of the
Client's cardholder data. The Client acknowledges and agrees to Bill2Pay's and its responsibilities in the above
responsibility matrix.
Inure:
Client Company
•
•
BiII APa
v
RFP No. 074 - 2821 -5 /KTR 11 ( P a g e
Exhibit A - Statement of Works
I. Print, Bill Presentment - OneSource
Bill Presentment General
Company agrees to accept a cycle billing file from the Client five business days per week. The billing file specification
will be provided by the Client once the interface for bill printing has been specified.
Company will accept daily off -cycle billing files for special cases such as customer final, reminder, and duplicate bills.
Company will support multiple bill formats and the inclusion of multiple bill formats in one billing file. The Client may
choose to bill for items other than water, wastewater, reclaimed, stormwater and refuse service. The type of bill will be
specified in the billing file. The Client will work with the Company to design additional bill formats on an as- needed
basis.
Company must provide a web -based self - enrollment form that allows the Clients customers to select paper or
electronic bill presentment.
Company must provide a billing enrollment file back to the Client. At a minimum, this file should detail the billing option
(paper /electronic) and billing date for each customer, together with customer identifier data (i.e., City account number).
For Inserts, the Company will:
a. Have a process for including custom inserts in both electronic and paper bills.
b. Must be able to accept Clients approved inserts from third parties.
c. Must be able to direct -bill third parties for costs associated with Client approved inserts.
d. It is the Clients intent to have the capability to provide the Company with other City information that will be
sent with the utility bills during the next cycle of bills. Upon receipt of the proposed insert, the Company shall
include the insert with the billing cycle within three days and shall continue including the information until all
billing cycles are complete.
Company must have a process for handling cancel bill or cancel /rebill scenarios.
Company must provide real -time bill reprint capability to the Client, preferably via web interface.
Bill reprint via the Company's functionality must appear identical to a bill reprinted by the Client directly from the CIS.
Bill Presentment Paper
Company must print and mail all non - electronic bills within one (1) business day of receipt of the billing file.
OCR: Company must provide OCR printing for remittance stubs as necessary to meet the Clients
requirements. The scan line may contain up to forty -eight (48) characters, printed in standard OCR -B font.
Company must provide bar code printing on bills as necessary using standard bar code formats to meet
Clients requirements.
Company must - provide multi -page bill printing up to an unlimited number of pages and handle
envelope /mailing differences while obtaining USPS best - rates.
Company must provide for pulling or suppression of printing as required /requested by the City.
Addresses: Company must provide address correction and encoding (ACE), presort, and barcode
capabilities.
Company's system must be CASS certified. Company must provide the City with a CASS- certified database
update in ASCII file format on a quarterly basis; also provide cost difference for monthly update.
Mailing: Company must mail customer bills via First Class mail. Envelopes shall not bear post (or other)
marks indicating origin outside of the United States. It is the Clients preference for the post mark to indicate
origin within the State of Florida but it is not a requirement and the City does not want additional cost for this
preference.
Forms design: Company must provide forms design services and expertise necessary to accommodate the
Clients bill formats (to be determined). Specific per -page design requirements include:
a. One micro - perforations
b. Full color printing to include the City's logo colors.
c. Duplex printing
Materials: Company must supply and store all material needed for bill printing and mailing. Any necessary
pre - printing of materials shall be the responsibility of the Company.
B i I I Pay
RFP No. 074 - 2821 -5 /KTR 12 1 P a g e
Bill Presentment Electronic
Company must present all bills on the web.
Company must email all electronic bill customers that a new bill is available within one (1) business days of
receipt of the billing file.
BiII Pay
RFP No. 074 - 2821 -5 /KTR 131 P a g e
•
II. Payment Processing BiII2Pay Lockbox
Bill2Pay agrees to provide remittance processing and other enumerated related services for the City of
Boynton Beach in accordance with the procedures listed below.
1. Post Office Box: A Post Office caller service box will be opened by Client 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 Client and Client
will grant Bill2Pay exclusive use of the post office box for the term that this Agreement is in effect. Bill2Pay will pay
for the cost of the lockbox at the Tampa Airport and pass through the cost to the Client on an annual basis. Mail
addressed to the box will be picked up each Bili2PayCompany business day (Monday through Saturday), opened
and the envelope contents reviewed and processed in accordance with the terms of the Agreement.
2. Mail Processing: Bill2Pay will open all mail and prepare the remittance coupons and payment checks for
processing. Bill2Pay will not process those items documented in the Client Information Sheet as not to be
processed. Unless otherwise agreed upon, all processed checks will be endorsed "For Deposit Only" to the client
bank and client bank account.
3. Authorization: Client has designated their demand deposit account(s) to be used by Bill2Pay for lockbox
deposits and adjustments hereunder. The funds associated with the Client will be deposited into the demand
deposit account on the date that such checks and remittance coupons are processed by Bill2Pay, or the next
business banking day when such items are processed on a Saturday, Sunday or holiday.
4. Data Transmission: Bill2Pay will transmit payment files once daily at a mutually agreed upon time. Each file with
be verified and double- checked before transmittal, and email notifications will be sent to Client notifying that the
payment file has been sent.
5. Exception Checks: Images of exception checks will be hosted daily on the Bill2Pay secure web portal for review
by the Client. The Client will provide posting information back to Bill2Pay
6. Online Banking Payments: Bill2Pay has the ability to receive, on behalf of the Client, online banking payments in
electronic format.
7. Blocked Accounts: Bill2Pay will accept a file from the Client that provides account numbers for blocked accounts
- accounts that cannot accept a check for payment.
8. Delivery: Bill2Pay will deliver via overnight express or image pdf file to be received by Client on the following
business day after the mail has been processed: customer notes and /or correspondence received with or without a
payment, address changes, payments not to be processed, lockbox reports, deposit information and balancing
detail.
9. Record Retention: Bill2Pay will provide real -time electronic access to images of processed checks, and check
stubs as they are uploaded to the database. Bill2Pay will maintain an image record of all checks and coupons,
which are processed by Bill2Pay, for a period of one (1) year.
10. Payment Amount Discrepancy: If the handwritten amount on a payment differs from the numeric amount, the
amount, which agrees to the invoice amount due, will be accepted.
11. Client Changes: Client will notify Bill2Pay 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.
Bi I I Pay
RFP No. 074 - 2821 -5 /KTR 14 1 P a g e
III.Payment Processing BiII2Pay Electronic
Bill2Pay shall provide a payment system to Boynton Beach that will allow the client to take credit/debit card and E-
Check (ACH) transactions for its end users. Bill2Pay's payment channels include our Point of Sale (POS), Online,
Interactive Voice Response (IVR), and Mobile Payment Solutions. The POS solution is part of our Client Administration
Tool, which is necessary to have in order to take walk up / face to face, online, or IVR payments.
1. Client Administration Tool: A simple -to -use web based system that allows for managing end users
credit/debit and E -Check payment transactions. Client will be provided with a secure web link. The Client
Administration Tool is a self- managed application and has the following features built in:
• Real -Time Reports: All payment transactions are recorded in real -time into our reports. The daily
reconciliation and payment transaction reports are two ad hoc reports, which the client can create on
demand. The payment report is used for managing the payment transactions and the transaction
reconciliation report will match to the penny to our client's bank deposits. Both reports can be exported
into CSV and PDF formats.
• Point -Of -Sale (POS) Solution: The POS Solution gives the client the ability to take credit/debit and E-
Checks (ACH) payments for walk -in or phone -in payments. Once the credit/debit card or E -Check
(ACH) transaction is approved, the payment will be recorded in Bill2Pay's reports in the Administration
Tool in real -time. Note: If a phone e-Check (ACH) payment is taken by the client, the conversation
needs to be recorded.
• User Level and Office Manager: The Client Administration Tool lets the client set up different user level
rights. It is also possible to set up different offices /payment locations within the system.
• Payments Search: The Systems Payment Search function lets the client specify different search
criteria to find a particular payment transaction.
• Other Functions: The client will have the ability to void /return payments, and print duplicate receipts.
2. Online Solution:
Online payments solutions allow the client's end users to make a credit/debit card and /or e-Check (ACH) payment
online via the company's secure payment website link. The payments can be made on time or can be set up to
be, automated, or scheduled. The payment website link will be hosted by the company and branded to the client's
website to give the payments web links the look and feel of the client's website. The Web payments page clearly
states that the processing (convenience) fee for credit/debit card is being applied by a third party, Bill2Pay, not the
Client. Once the credit/debit card or e-Check (ACH) transaction is approved, the online payment will be recorded
in Bill2Pay's reports in the Administration Tool in real -time. The Web payments page clearly states how customer
information is handled (i.e. for customer authorized payment transactions only, and for no other purpose).
Implementation and Data File integration charges may apply as outlined in the Pricing Sheet in Exhibit A.
3. IVR (Interactive Voice Response) Solution: The client will be provided with a toll free phone number that is
available 24 hours a day, seven days a week, 365 days a year. A mutually acceptable maintenance schedule
for hardware and software supporting the IVR unit will be published to the Client. The IVR will accept
credit/debit and E -Check (ACH) payments. The IVR will inform the customer that the processing
(convenience) fee for credit/debit card is being applied by a third party, Bill2Pay, not the Client. After the caller
has keyed the requested information, the caller is given a voice confirmation number. Once the credit/debit
card or E -Check (ACH) transaction is approved, the IVR payment will be recorded in Bill2Pay's reports in the
Administration Tool in real -time. The IVR unit may accommodate both English and Spanish speakers and may
include other language options mutually agreed to by the Client and Company at current fee rates.
4. Mobile App: The Client will be provided with a mobile app that will be available for download in the Android
and Apple store. Payments through the mobile app will allow the client's end users to make a credit/debit card
and /or E -Check (ACH) one -time payment. The mobile app will be hosted and maintained by the company and
will include the clients logo in the mobile app. The mobile app payments page shows the processing
(convenience) fee for credit/debit card and E -Check (ACH) payments as a separate line item. Once the
credit/debit card or E -Check (ACH) transaction is approved, the mobile app payment will be recorded in
Bill2Pay's reports in the Administration Tool in real -time.
Bill AiPay
RFP No. 074 - 2821 -5 /KTR 15 'Page
5. Cash Payments: Company will use PayNearMe retail affiliates 7Eleven, Family Dollar, or Ace Cash Express
to accept cash payments.
6. Client Training and System Support:
• Bill2Pay will train the client at no cost on how to use the Bill2Pay system via online web sharing training
tools or in person.
• The Client will be provided with an account representative that will be available to the client during client's
normal business hours. The client will be provided with an after hour support number and e-mail address.
• Bill2Pay's Call Center to answer customer payments questions is open Monday through Friday from 9 am
to 6 pm EST. It will be closed during major holidays such as Presidents Day, Memorial Day,
Independence Day, Labor Day, Veteran's Day, Thanksgiving, Christmas and New Year's.
" 7: Systems Testing: Upon execution of the contract, the Parties shall begin implementation activities that
include a thorough testing regimen to confirm that Bill2Pay and Boynton Beach are prepared to accept and
accurately process all transmissions.
8. Other Items:
• Boynton Beach is responsible for all Chargebacks and Returned E -Check (ACH) transactions. The client
shall immediately reimburse all Chargebacks /Returned e- Checks (ACH), including through netting out the
Chargeback/ Returned e-Check (ACH) amount from the next deposit, regardless of the ultimate resolution.
• If required by the credit card organizations, client will enter into all applicable Merchant Card Agreements
and fully adhere to the rules, regulations and operating procedures of the various Card organizations,
including without limitation, with respect to the use of specific Card logos and marks.
• If the funds are available and not subject to reversal, the Bill2Pay will transfer the monies collected into the
Boynton Beach bank account within two business days following the midnight of the day the funds are
deposited with Company. The two business days funding option is only available if no American Express
Credit Cards are accepted. If American Express Credit Card transactions are accepted the Company will
transfer the monies collected into the BOYNTON BEACH's bank account within three business days
following the midnight of the day the funds are deposited with Bill2Pay.
• Data transmissions must be compatible with the BOYNTON BEACH's accounts receivable application;
Bill2Pay's payments processing systems and Data transmissions must be compliant and compatible with
any applicable Health Insurance Portability and Accountability Act (HIPAA) provisions, PCI provisions, and
Red Flag compliant.
• Bill2Pay ensures the integrity and protection of the data in its systems.
• Boynton Beach will ensure that terminated client's employee's user account will be deactivated or deleted
in Bill2Pay's system upon client's employee's termination.
Initi I ere:
Client Company
BiII Pay
RFP No. 074- 2821 -5 /KTR 16 1 P a g e
Timeline with Deliverables:
The goal of the Client is to be live by October 1, 2016.
• Project kickoff - by 7/1
• Requirements - by 7/31
• Electronic payments: Profile/Web, Counter, Call Center; and Mobile App for user acceptance testing and
approval by 9/1 (includes SunGard integration)
• Bill Print — bills for QA by 9/15
• Lockbox Implementation by 9/15
• July 1 - formal kick off with client to outline project and introduce people involved on both sides
o Mid July Boynton beach presented with bill design options, and test files from SunGard requested
o By end of July OneSource and BiII2Pay have specked out all interfaces needed including return paths
etc.
o By August 1st bill design locked in, and materials agreed upon and ordered
'o Coding done in August
o Sept 1, testing begins
o Bills generated for QA Sept. 15
• IVR payments: by 9/15
• Bill Presentment & Statement notifications by 9/15 (includes integration with print vendor)
• PayNearMe - we recommend that we implement PNM after go live date TBD with both parties during
implementation
• Joint go /no -go decision — 9/20
• Production readiness for all payments and bills by 9/23
Project Approach and, Work Phases
• Key stakeholders will be identified
• Key stakeholder responsibilities will be clearly delineated
• Bill2Pay will identify information needs and set timelines /deadlines to ensure project is not delayed
• Bill2Pay will hold Sungard to schedule for implementation
• Bill 2Pay will request City assistance at the earliest point in ensure Sungard performance to meet October 1
goal.
• Bill2Pay will perform rigorous testing and validation of all processes and involve the City and Sungard to
• ensure on time implementation.
L311IpPay
RFP No. 074 - 2821 -5 /KTR 17 1 P a g e
Major Milestones and Deliverables
Milestones and deliverables include:
• Committee identification
• Project work plan
• Bill presentment design
• Finalized administrative rules for database access — information in and out
• Draft solution acceptance criteria for database, online and IVR
• Final solution acceptance criteria for database, online and IVR
• Design, application architecture, data model and operations and support process
• Testing approach and approved implementation approach
• Work phases for configuration and testing
• Implementation plan
• Validation testing
• Training approach and schedule
• Acceptance plan
• Deployment plan
• On -going training, help desk, programming, production performance
• Future implementation of PayNearMe and possible Kiosk solution
Project Communication Plan
Methods of communication:
• e -mail
• conference call
• individual call
• on -site
Weekly communications
• status of project
• road blocks
• solutions
• next steps
Bill tAPay
RFP No. 074- 2821 -5 /KTR 18 1 P a g e
Exhibit B — Pricing
I. Print, Bill Presentment
Customer Bill Presentment
Description Unit Unit Cost Estimated Monthly Total Bid
Quantities (AVG 2014)
f
Residential bill print Each $0 25,000 $36,000 annually
Commercial bill print Each $0.16 5,000 $9;600.annually
Self Seal Postcard print ** Each $0.12 30,000 $36,000 annually
Letter print - 1 page *.. Each $0.12 . 35,000 $8,400 annually..
Letter print - 2 pages * Each $0.16 35,000 $11,200 annually
Insert print - each page* Each $0.03 ' 35,000 $2,100 annually
Residential bill presentment Each Free 25,000 Free
Commercial bill presentment - Each Free 5,000 Free ,
Letter presentment - 1 page* Each Free 35,000 Free
Letter presentment - 2' page * s Each Free 35;000 Free
Insert Supplied INSERT* Each $0.005 35,000 $700 annually
Insert Printed INSERT* Each Free , 35 Free
Self Sealed Postcard ** Each $0 30,000 $36,000 annually
Postage for Sealed Postcard ** Each $0 30,000 $93,600, annually
Postage for Residential Bill Each $0.391 25,000 $117,300 annually
Postage for Commercial Bill Each. $0.391 5,000 $23,460 annually .
Postage for Letters - 1 page * Each $0.391 35,000 $27,370 annually
Postage for Letters L 2 pages* Each $0.391 . 35,000 - ,, $27,370 annually
Bill Image storage Each $1,500 1 $1,500 annually
eBill Notification Each Free . 5,000'" Free , .
Bill Design Consultation and Hourly 20
Changes (cost per hour) Free Free
Additional cost for presenting bills Each 2,500 ,u
and letters in Spanish ' , Free Free
19
Payment Processing BiII2Pay Lockbox
Retail Lockbox Processin•
Description Unit Unit Cost Estimated Quantities Total Bid Mthly
Exact Payment Each .27 11,200 3024.00
Non- ,Exact'Payment Each .27 1,400 378.00
Returns /Correspondence Each .27 20 5.40
Checks Only Each .27 420 113.40
Multiples Each .27 960 259.20
Online Image Access . . Each z N/C , N/A N/C -
Interactive Exceptions Each N/C N/A N/C
ICL Check Conversion '
Each N/C N/C
Fee. '
Third Party Electronic Each .06 3000 180.00
Cash Payment Each ' , 3.25 ' 1 3.25
N/C (if
Client Bag Delivery Each electronic N/C
delivery) N/A
Annual P.O Box Fee Each thaough ' ' 1 : . P
'r ass through_ ,
Data Transmission Each . N/C N/A N/C
Contract Monthly Lump. Sum 2500.00: , .. 2500.00
Minimum 1
Implementation Fee Lump Sum N/C N/A N/C
II. Payment Processing BiII2Pay Electronic
All pricing for electronic payments is subject to increase under section 3 of the Agreement.
Other Processin • Fees
Description Unit Unit Cost Estimated Total Bid
Quantity
Integration to SunGuard Lump Sum N/C N/A N/C
IVR Development Cost', Lump Sum N/C : N/A ., ...,.' ■/C ;
IVR Minute Charges ' Each N/C N/A N/C
Other IVR Charges - Lump Sum.. N/C N/A N /C' --'
Custom Programming Hourly Rate N/C N/C
N/A
Charge
Hardware, Cost — Card- Each .. N/C - N/A N/C
Reader
Maintenance Cost — Card Each N /C. N/A N/C
Reader
Monthly File Maintenance Lump Sum N/C N/A ,'' N/C
Chargeback Fee Each N/C N/A N/C
NSF Fee ° Each ■/C N/A N/C _
20
Additional Electronic Processin. Fees
Payment Method Utility Payments Utility Payments Utility Other Payments
Residential Commercial Deposits
Credit/Debit Card (Conv. $1.50 per $100 $1.50 per $100
Fee)
ACH eCheck'(Absorbed); $0.10 $0.10
Pay Near Me (Conv. Fee) $1.99
21
EXHIBIT 2
CONFIDENTIAL AND PROPRIETARY
Schedule 1 - Client Confirmation of Critical Terms of Service on the Cash. Transaction Network
NIT
Under a Payment Processing Agreement between us and PayNearMe, Inc. (the "Agreement "), PayNearMe will, through us, provide
a web -based technology merchant payment processing service and supporting network infrastructure (the "Cash Transaction
Network ") to enable cash payments to you at participating 7- Eleven, Family Dollar and ACE Cash Express stores and other payment
locations to be announced in the future. More information may be found at www.paynearme.com. We have agreed to the following
PayNearMe terms of service on your behalf, and the Agreement also requires that all payment recipients and payees ( "you ")
expressly confirm them. You agree:
(i) that PayNearMe and its payment locations are authorized to receive cash payments for you pursuant to the Agreement (i.e.,' act as
agents for the limited purpose of receiving payments).
(ii) that PayNearMe will remit these payments to us or directly to you, as we so instruct PayNearMe, less the PayNearMe and
payment location commissions as well as any applicable transaction taxes that PayNearMe or the payment location is obliged to
withhold and remit to authorities.
(iii) that we may share such information with PayNearMe as may be necessary in our discretion to enable PayNearMe to perform its
services pursuant to the Agreement.
(iv) that receipt of funds by a payment location on your behalf from any person using the Cash Transaction Network ("user") is
deemed receipt of funds by you and will satisfy the obligations owed to you in the amount of the applicable payment by the user, even
if PayNearMe or we fail to remit such funds to you. (Instead, your recourse is to us, we would look to PayNearMe and so on). The
receipt issued by the payment location will identify you as the recipient of the payment and may identify us as well. In this way the
user is not at risk of having to pay twice. You agree that you have no (and shall not assert any) claim for payment against any user
after receipt of user funds by a payment location and will not otherwise allow or take any action or fail to take any action adverse to
user in connection with such payment.
(v) that either we or PayNearMe can elect to suspend the initiation of new payment transactions at our reasonable discretion, until
such time as we and PayNearMe agree to resume processing.
(vi) that you will reasonably cooperate with PayNearMe and us in good faith to minimize fraud /theft/abuse /illegality in the use the
Cash Transaction Network and during the term of the Agreement and for a reasonable time thereafter, you will promptly respond to
reasonable requests in this regard for information concerning payments.
(vii) that PayNearMe is free to encourage Network users making payments to you to also use the Network to make payments to third
parties or to avail themselves of any related PayNearMe offerings in the future, subject to a customary to opt outs, PayNearMe's
privacy policy and appliable law.
(viii) that you will determine whether any taxes or other charges should be included in the payment made by the user and will remit as
required by law.
(ix) that when you integrate PayNearMe as a payment alternative on your website, you will obtain PayNearMe's prior approval of
such webflows and that you will not modify any HTML code provided by PayNearMe at its election via the PayNearMe application
programming interface for the purpose of constructing the PayNearMe slip with your own site or flow.
(x) that you will comply i) with any applicable provisions of the Dodd -Frank Wall Street Reform and Consumer Protection Act,
undertaking in particular not to commit unfair, deceptive, or abusive acts or practices as prescribed by the Consumer Financial
Protection Bureau; ii) with any applicable provisions of the Gramm - Leach - Bliley Act, undertaking in particular to properly safeguard
consumer information as described in the Safeguards Rule promulgated by the Federal Trade Commission; and (iii) with any
applicable provisions of the Truth in Lending Act and related regulations enforced by the Consumer Financial Protection Bureau in its
authority under the Dodd -Frank Wall Street Reform and Consumer Protection Act.
In the event of any inconsistency between this confirmation and the Agreement, then the Agreement provision will govern.
Agreed: City of Boynton Beach
(enter name of Client/print name /title of signatory and date -- thank you)
22
EXHIBIT 3
This AGREEMENT, is made and entered into effective this day of May 2016, by and
between OneSource Holdings LLC herein called "OneSource ", located at 900 Asbury Drive,
Buffalo Grove IL, 600 and Bill2Payherein called the "Client ", located at at Clearwater,
Florida . OneSource understands that it is
acting as a subcontractor for Client with respect to certain services to be provided by Client to the
City of Boynton Beach, Florida under an agreement dated May _,
2016.
NOW, THEREFORE, in consideration of mutual covenants and agreements contained herein, the
parties agree to as follows:
TERM:
This Agreement shall have an initial term of three (3) years, beginning on the first day of live
service production. Live service production is scheduled to begin on 2016.
That this Agreement shall optionally renew, subject to Client's acceptance, for five additional
terms of one (1) year at the expiration of either the initial term or subsequent renewals.
The Client reserves the right to terminate this agreement at any time without further obligation by
Client giving one hundred and eighty (180) days written notice to OneSource.
DESCRIPTION OF ONESOURCE SERVICES:
Under this agreement, OneSource 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.
Scope: OneSource 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.
Description of Application Approximate Volume Frequency /Cycle Transmission
Dates
1)INSERT
2)
3)
Service Level Agreement
Mail Services SLA
23
Data is to be prepared for OneSource in the agreed format and transmitted to the designated
OneSource 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 OneSource.
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 OneSource, transmission errors.)
Details of OneSource pricing categories
INITIAL PROGRAMMING
Initial programming setup N/C per hour
Communication setup N/C one time
Materials setup fees
Custom #10 Envelope $300.00
Custom #9 Envelope $300.00
MATERIAL EXPENSES:
Paper Stock:
20# 8.5x11 white standard included Other
standard included
•
Envelopes:
#10 Outgoing envelope (one or two color)
standard included
#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 OneSource. Prices for these supplies and
documentation of the increase will be presented to Client 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
PRODUCTION EXPENSES FOR STATEMENTS
Duplex Document Processing — First Page
$0.0000 each
Processing
Full Color printing
Insertion
Duplex additional pages
$0.0000 each
Processing
Full Color Printing
24
Insertion
DocView Image files $0.009
per image
Intelligent Mail Bar Code Integration
$0.0025 each
Postage Sortation:
Qualifying mail
$0.0025
Non - Qualifying mail
$0.0025
OTHER PROCESSING EXPENSES:
Provide Data on CD -R Media $150 per event
Electronic Householding $0.01 per image processed
(Integration of late notices, letters, etc. within invoices)
Programming, Forms, Letters & Queries
Standard $150.00 per hour (1 hour min)
New Forms Creation (after initial client setup) $300.00 per form
(Excluding Additional Programming to Implement)
Digitized Logo's & Signatures Electronically provided $150 per item
(Furnished in ComTec Format)
Digitized Logo's Creation & Signature Scanning $350.00 per item
Storage of Historical Bills $0.005 per image
Report packages $25 per report
FINISHING EXPENSES:
Shrink Wrapping or Special Packaging $2.00 per package
Special Cutting, Trimming or Drilling $50.00 per 1000
Off -line Folding $50.00 per 1000
Handwork & Manual Insertion $30.00 per hour (1 hour min)
Disposal of Client Stocked Materials $2.00 per M
Freight, Courier & Air Delivery Cost Plus 25%
PREPAID EXPENSES:
All pre -paid expenses are to be provided via check or wire transfer in advance from
Client. OneSource reserves the right to hold any and all mail if proper advance payment
is not made. Client'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 OneSource'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 OneSource additional expense may be passed on to the Client on an at cost
basis.
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•
ADDITIONAL AGREEMENT TERMS AND CONDITIONS:
1. Client agrees that during the term of this agreement Client expects the mailing volumes from
the City of Boynton Beach will beof approximately INSERT on a monthly basis..
2. All material prices are subject to change due to material expenses that may be passed on to
OneSource 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.
3. Invoices will be rendered weekly. Payments for all services provided by OneSource 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 (1%) per month. Please note our payment address as follows: OneSource,
900 Asbury Drive, Buffalo Grove, IL 60089.
4. All applicable taxes, fees, levies imposts, duties, withholding or other charges, exclusive of
those relating to OneSource'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 OneSource's net income,
(including any interest and penalty thereon) arising from the provision of the Services
described herein.
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 OneSource, 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.
6.
7. All computer software developed and /or utilized by OneSource in conjunction with
OneSource'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 and remain owned by and the sole property of OneSource; provided
however, that software provided to OneSource 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.
8. 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.
9. OneSource 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 OneSource shall remain the
exclusive property of Client and City of Boynton Beach. OneSource 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 OneSource for services rendered and goods provided to
OneSource through the date of termination, OneSource 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 OneSource.
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10. Liability on the part of OneSource 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
OneSource until OneSource has returned the original media. OneSource 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 OneSource
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 OneSource's liability exceed an amount equal to two
times the average monthly amount which has been paid to OneSource 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 OneSource for the particular good
and /or supplies involved.
11. 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 ONESOURCE FOR ANY SERVICES PERFORMED OR PRODUCTS
PROVIDED HEREUNDER.
12. 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.
13. 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.
14. 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.
15. The parties agree that, any disputes under this agreement are to be resolved by the courts of
the Boynton Beach. Florida.
16. 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.
BiII2Pay, LLC OneSource
By: /3„-h7.7‘ B ,-,10,4 0,4
l. Y•
Tim Carlson
Print Name: 3Y'I era.# President
Title: CO — Pre' 1/ if ( D(�
Date: 7/ "7/ 2 /‘ Date: 7 2 /- 2
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