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AGREEMENT TO PROVIDE REMITTANCE PROCESSING AND OTHER ENUMERATED RELATED SERVICESBiIIPay Terms and Conditions Client City of Clearwater Effective Date: 5/1/18 Initial Term End Date: 4/30/21 This Payment Processing Services Agreement ("Agreement") is entered into as of the Effective Date by and between Bill2Pay, LLC ("Bill2Pay"), a Florida limited liability company with offices in Jacksonville and Clearwater, Florida, and the above referenced Client, a Florida Government Entity. SCOPE OF SERVICES Bill2Pay shall furnish the services and implement the general product as set forth in the attached Exhibit A which is incorporated herein and made a part of this Agreement. COMPENSATION 2.1 FEES As consideration for the services set forth in Exhibit A ("Services"), Client shall pay Bill2Pay the fees according to the previsions contained in Exhibit B. 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 except if 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, operating procedures, invoices, account numbers, or any other similar changes. Should Client desire to make any such change, it shall give Bill2Pay at least thirty (30) days advance written notice. Client shall be responsible for any additional expenses incurred by Bill2Pay in the event Bill2Pay agrees to the change. 2.3 INVOICES Bill2Pay 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. Should Client object to any invoice or portion thereof then Client shall pay such invoice under protest. Should the parties not be able to resolve such dispute the parties agree that the matter will proceed to arbritation in accordance with Sec. 11. BiII��Pay Invoices and detail will be sent to: City of Clearwater Director of Customer Service 100 S. Myrtle Ave Clearwater FL 33756 Payment will be sent to: Bill2Pay, LLC 9428 Baymeadows Road, Suite 500 Accounting Jacksonville, FL 32256 AGREEMENT TERM 3.1 INITIAL TERM This Agreement shall have an initial thirty-six (36) month term ending at midnight on 4/30/21 3.2 RENEWAL OPTIONS This term will be automatically extended for two successive two (2) year terms unless terminated by Bill2Pay or Client, pursuant to the provisions contained in paragraph 4 —Termination. 4 TERMINATION 4.1 TERMINATION FOR CONVENIENCE Bill2Pay or Client may terminate this Agreement for convenience, without further obligation, upon sixty (60) days prior written notice to the other party. 4.2 TERMINATION FOR CAUSE BilI2Pay 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. BiIl2Pay may terminate this Agreement, without further obligation, upon written notice to -Client if -Client withholds, or does not pay, any fees claimed by Bill2Pay. In such event the period to cure shall be seven (7) days after receipt of said notice. 5 RESPONSIBILITIES 5.1 RESPONSIBILITY FOR THE DATA Bill2Pay assumes no liability for loss of input payment data, checks or other information before such data is in possession Bill2Pay. Bill2Pay will reimburse Client for the recovery of overdraft fees charged to a Client customer as a direct result of a payment transaction error by Bill2Pay. Bill2Pay, including all employees, directors, and officers of Bill2Pay as well as independent contractors hired by the Bill2Pay to perform any part of the services to be furnished under this agreement, will further reimburse Client for any paments made by Client to Bill2Pay which may subsequently be reversed for any reason. Possession of the data by Bill2Pay first occurs when the items to be processed are delivered electronically and successfully stored by Bill2Pay's electronic payment application, or when items are delivered physically to Bill2Pay's lockbox processing facility and ends when the information has been delivered to Client's depository institution. Bill2Pay ensures the protection and integrity of the data in its systems. BiIIPay BiIl2Pay does not warrant that the services will be uninterrupted or error free, nor does BiII2Pay make any warranty as to the performance or any results that may be obtained by the use of the services. Biii2Pay shall make reasonable efforts to ensure that all transaction requests are processed in a timely manner and submitted to Client no later than 10:00 AM EST, Monday -Friday. However, BiIl2Pay makes no representations or warranties regarding the amount of time needed to complete processing because the Services are largely dependent upon many factors outside of our control, such as delays in the banking system or the U.S. mail service. Bill2Pay does not endorse any third party's website or platform. In no event will Bill2Pay be liable for any act or omission of any third party, including, but not limited to, any payment system, any third party service provided, any provider of telecommunication services, any mail or delivery service or any payment or clearing house system or for any circumstance beyond Biii2Pay's control. Each party acknowledges that it has not entered into this agreement in reliance upon any warranty or representation except those specifically set forth herein. Biil2Pay's liability and Client's remedy for actual costs and losses resulting from Bill2Pay's actions and/or omissions during any 12 -month period, whether the claim is in contract or tort, in no event will not exceed three (3) times the average monthly fees for the services provided over the three (3) months prior to the event giving rise to liability. Any claim, action or proceeding by Client to enforce the terms of this agreement or to recover for any service error or loss must be commenced within one (1) year from the date that the event giving rise to the claim, action or proceeding first occurs failing which Client shall forego right to make such claim. In the event the foregoing is not enforceable for any reason, then Biil2Pay's maximum aggregate liability arising from or related to any claim (or series of related claims) shall not exceed the aggregate purchase price paid or payable for the services which are the subject of the transaction(s) giving rise to the claim. Client agrees to cooperate with Biii2Pay in any loss recovery efforts Biil2Pay might undertake to reduce any loss or liability that arises in connection with Client services. Bill2Pay makes no representations or warranties other than those expressly made inthis Agreement. 5.2 CLIENT'S RESPONSIBILITIES Client shall use commercially reasonable efforts to monitor the Services. Client agrees that it shall review all reports and invoices prepared by Bill2Pay or its agents and make available to Client including, but not limited to, reports transmitted by electronic transmission. In the event Client believes Bill2Pay has failed in any way to provide the Services or in the event any report provided to Client contains any error, Client agrees to provide BiIl2Pay with written notice, specifically detailing any alleged failure within thirty (30) days of the date on which the alleged failure first occurred. Client shall implement and maintain its software and transmission system's integrity to protect against and prevent hackers to access private information and prevent vulnerabilities that would allow malicious software (i.e., viruses and worms) to gain access to or disrupt Bill2Pay's network. In the event Client believes that its system has been compromised, Client shall immediately notify BiIl2Pay in writing. Client is required to provide and maintain Client's own compatible hardware and software necessary to use the Services. Bi1tPay INSURANCE AND BOND BiII2Pay shall maintain the following coverageat its own cost and expense, acquire and maintain (and cause any subcontractors, representatives or agents to acquire and maintain) during the term with the City, sufficient insurance to adequately protect the respective interest of the parties. Coverage shall be obtained with a carrier having an AM Best Rating of A -VII or better. In addition, the City has the right to review the Contractor's deductible or self-insured retention and to require that it be reduced or eliminated. Specifically Bill2Pay must carry the following minimum types and amounts of insurance on an occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis, then coverage can be obtained on a claims -made basis with a minimum three (3) year tail following the termination or expiration of this Agreement: a. Commercial General Liability Insurance coverage, including but not limited to, premises operations, products/completed operations, products liability, contractual liability, advertising injury, personal injury, death, and property damage in the minimum amount of $1,000,000 (one million dollars) per occurrence and $2,000,000 (two million dollars) general aggregate. b. Commercial Automobile Liability Insurance coverage for any owned, non -owned, hired or borrowed automobile is required in the minimum amount of $1,000,000 (one million dollars) combined single limit. c. Cyber Liability coverage in an adequate amount to meet or exceed the requirements, including notification and monitoring, under Florida Statute 501.171. d. Theft or Loss coverage shall be maintained with minimum limits of $1,000,000 (one million dollars) per occurrence. Coverage shall be provided using ISO form CR 00 01 Employee Dishonestly Coverage Form or its equivalent and shall include ISO endorsement CR 04 01 Clients' Property or its equivalent. e. Professional Liability/Malpractice/Errors or Omissions Insurance coverage appropriate for the type of business engaged in by the Respondent with minimum limits of $2,000,000 (two million dollars) per occurrence. If a claims made form of coverage is provided, the retroactive date of coverage shall be no later than the inception date of claims made coverage, unless the prior policy was extended indefinitely to cover prior acts. Coverage shall be extended beyond the policy year either by a supplemental extended reporting period (SERP) of as great a duration as available, and with no less coverage and with reinstated aggregate limits, or by requiring that any new policy provide a retroactive date no later than the inception date of claims made coverage. f. Unless waived by the State of Florida and proof of waiver is provided to the City, statutory Workers' Compensation Insurance coverage in accordance with the laws of the State of Florida, and Employer's Liability Insurance in the minimum amount of $500,000 (five hundred thousand dollars) each employee each accident, $500,000 (five hundred thousand dollars) each employee by disease, and $500,000 (five hundred thousand dollars) disease policy limit. Coverage should include Voluntary Compensation, Jones Act, and U.S. Longshoremen's and Harbor Worker's Act coverage where applicable. Coverage must be applicable to employees, contractors, subcontractors, and volunteers, if any. The above insurance limits may be achieved by a combination of primary and umbrella/excess liability policies. Other Insurance Provisions. a. Annually upon the anniversary date(s) of the insurance policy's renewal date(s) for as long as this Agreement remains in effect, the BiII2Pay will furnish the City with a Certificate of Insurance(s) (using appropriate ACORD certificate, SIGNED by the Issuer, and with applicable endorsements) evidencing all of the coverage set forth above and naming the City as an "Additional Insured" on the Commercial eiIl��Pay General Liability Insurance and the Commercial Automobile Liability Insurance. In addition when requested in writing from the City, Bill2Pay will provide the City with certified copies of all applicable policies. The address where such certificates and certified policies shall be sent or delivered is as follows: City of Clearwater Attn: Gail Rini, Customer Service 100 S. Myrtle Ave Clearwater, FL 33756 b. Bill2Pay shall provide thirty (30) days written notice of any cancellation, non -renewal, termination, material change or reduction in coverage. c. Bill2Pay's insurance as outlined above shall be primary and non-contributory coverage for Bill2Pay's negligence. d. Bill2Pay reserves the right to appoint legal counsel to provide for the Bill2Pay's defense, for any and all claims that may arise related to Agreement, work performed under this Agreement, or to Bill2Pay's design, equipment, or service. Bill2Pay agrees that the City shall not be liable to reimburse Bill2Pay for any legal fees or costs as a result of Bill2Pay providing its defense as contemplated herein. The stipulated limits of coverage above shall not be construed as a limitation of any potential liability to the City, and City's failure to request evidence of this insurance shall not be construed as a waiver of BiII2Pay's (or any contractors', subcontractors', representatives' or agents') obligation to provide the insurance coverage specified. CONTRACT DOCUItir ENTS 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 Client has read and executed these exhibits. 7.2 ENTIRE AGREEMENT 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 the representations made by Bill2Pay 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, or arbiter, finds that any provision of this BiII��Pay 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 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. 7.5 ASSIGNMENT Client may not assign this Agreement, in whole or in part, to any other person or entity without the prior written consent of Bill2Pay. Bill2Pay may assign this Agreement upon notice to Client. Any assignment or transfer in violation of this provision is void. 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 City of Clearwater Attn: Director of Customer Service 100 S. Myrtle Ave Clearwater FL 33756 8.2 PRIMARY CONTACTS For infor Cynthia Boyd City of Clearwater 100 S. Myrtle Ave Cleartwater FL 33756 BiII2Pay Bill2Pay, LLC 9428 Baymeadows Way, Ste 500 Accounting Jacksonville, FL 32256 ational purposes only Kathy Wilson Bill2Pay, LLC 4700 140`h Ave. North Ste 106 Clearwater, FL 33762 ORCE MAJEURE — SUSPENSION OF OPERATIONS Bill2Pay plans several scheduled maintenance windows each year in order to maintain and increase the availability or performance of the Services. Bill2Pay shall make reasonable commercial efforts to provide Client with prior notice of such service maintenance windows. Performance of these services will be provided in Bill2Pay'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 a delay by Bill2Pay, Bill2Pay shall, within four (4) hours from the beginning of such delay, notify Client of the cause of delay and Bill2Pay's contingency plan to cure such delay. BiIIPay 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 be 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 BilI2Pay is prevented from providing the Services due to a cause listed above, Bill2Pay shall use its best efforts to resume Services as soon as such cause ends. CONFIDENTIALITY All information and data relating to Client's business submitted by Client to Bill2Pay under this Agreement shall be treated as confidential by Bill2Pay and shall not, unless otherwise required by law (F.S 119, Public Records Act), be disclosed to any third party by Bill2Pay without Client's written consent. Bill2Pay shall promptly notify Client should Bill2Pay be served with a summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, requests for admission, or other discovery request or court order from any third party regarding this Agreement and/or the Services performed under this Agreement. Client cannot promise confidentiality due to Sec. 119, Fla. Stat. (Public Records Act). PUBLIC RECORDS In addition to all other contract requirements as provided by law, Provider agrees to comply with all public records laws. Provider's agreement to comply with public records law applies specifically to: a) Keep and maintain public records required by the Customer to perform the service being provided. b) Upon request from the Customer's custodian of public records, provide the Customer 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 for in Chapter 119, Florida Statutes, as may be amended from time to time, or as otherwise provided by law. c) Ensure that the public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if Provider does not transfer the records to the Customer. d) Upon completion of the contract, transfer in a mutually agreed format for a mutually agreed cost, to the Customer all public records in possession of the Provider or keep and maintain public records required by the Customer to perform the service. If Provider transfers all public records to the Customer upon completion of the contract, Provider shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Provider keeps and maintains public records upon completion of the contract, Provider shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Customer, upon request from the Customer's custodian of public records, in a format that is compatible with the information technology systems of the Customer. BiIIPay 11 DISPUTE RESOLUTION 11.1 ARBITRATION In the event of any dispute, the parties shall first attempt, in good faith, to resolve such dispute by negotiations between the parties. In the event the dispute has not been resolved by negotiations, BiIl2Pay and Client agree that any dispute arising from or relating to this Agreement, shall be decided through arbitration under the Commercial Rules of the American Arbitration Association, which shall be held in Clearwater, Florida or Pinellas County. CHOICE OF LAW This Agreement shall be governed by the laws of the State of Florida without reference to their rules regarding conflicts of law. 11.2 VENUE If for any reason the parties do not arbitrate in accordance with subparagraph 11.1, or if arbitration under 11.1 fails to resolve dispute, the parties agree to Pinellas County, Florida as the exclusive venueClient acknowledges and agrees that in no event shall BilI2Pay, its afffiliates, agents, successors, or assigns be liable to client for any damages, losses, or costs incurred, including incidental, indirect, speculative, consequential, special, punitive, or exemplary damages of any kind (whether based on contract, tort, including negligence, strict liability, fraud, or otherwise, or statutes, regulations, or any other theory), arising out of or in connection with this Agreement. 11.3 SEVERABILITY If any court determines any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable and such provision shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable. BillPay 12 SIGNATURES In Witness Whereof, the parties hereto have executed this Agreement as of the Effective Date by the undersigned officer's thereunto duly authorized. City of Clearwater Sign: Name: Title: Date: Cu$-hnm&(` M)iC.e fCg-, 4- /7-N Countersigned: - c1eo`\etc-t\-Cts George N. Cretekos Mayor Dick Hull Assistant City Attorney Bill2Pay, LLC Sign: Name: Kathy Wilson Title: Executive Director of Operations Date: q3//:.? CITY OF CLEARWATER, FLORIDA By: 1,6,110- • 41A-&LaTa Attest: William B. Horne II City Manager Rosemarie CaII City Clerk BiI1Pay Exhibit A — Scope of Service LOCKBOX Bill2Pay agrees to provide remittance processing and other enumerated related services for Client 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 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 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: Client Name: Bank Account Number: 3. Authorization: Bill2Pay is hereby authorized to accept for deposit into Client demand deposit accounts at Client's designated bank of deposit, drafts and other items made payable to or endorsed in favor of the Client or a reasonable variation thereof. Client has designated their demand deposit accounts 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. Delivery: Bill2Pay will deliver by courier or overnight express to Client 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 or Exhibit B. This delivery will include daily hard copy reports (if applicable), of all processed remittances, correspondence, and a copy of the deposit slip. 5. Record Retention: Bill2Pay will maintain a digital image record of all checks, which are processed by Bill2Pay for a period of (1) year. Upon request these records will be sent to Client within 5 days of the request. 6. 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. 7. 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. 8. For the purposes of ensuring the processing of payment data is timely to the Client, Bill2Pay has established production deadlins for all standard payments received by 6:00 AM EST, Monday -Saturday, except during scheduled holidays. In the event the Bill2Pay suffers hardware failure or any other condition beyond their control, the work will be cut off early to ensure a deposit is posted each day. Initial Here: 0,6 Client Bill2Pay BiIIPay Exhibit B — Pricing PROCESSING FEES Retail Lockbox Fees items Processed Year 4/1/18 thru 3/31/19 e as pe em e listed above e as per item fee listed above Online image Access ive Exception: Exception checks hosted on interactive website -client provides Bill2Pay with posting instructions No Charge No Char Annual P.O. Pass-through Pass-through.. DataTransmission mplementabon Initial Here: Client Bill2Pay