BILLER AGREEMENTBETWEEN:
Biller Agreement
THIS AGREEMENT is made as of January 3, 2022 ("Effective Date"),
INVOICE CLOUD, INC.
("Invoice Cloud")
Address; 30 Braintree Hill Office Park, Suite 303, Braintree, MA 02184
-And-
THE CITY OF CLEARWATER, FLORIDA, USA
(`Biller")
1. License. Grant & RestrIctions. Subject to execution by Biller of the•Invoice Cloud Biller Order Form incorporating this] Agreement, Invoice
Cloud hereby grants Biller a non-exclusive, non -transferable, worldwide right to use the Service described on the Billr Order Form until
termination as provided herein, solely for the following purposes, and specifically to bill and receive payment from Biller'Sown -customers, for
Services that are referenced in the Biller Order Form. All rights not expressly granted to Biller are reserved by Invoice Clcpud and' its licensors.
Biller will provide to Invoice Cloud all Biller Data generated for Biller's Customers. Unless otherwise expressly agreed to in writing by Invoice
Cloud to the contrary, Invoice Cloud will process alt of Biller's Customers' Payment Instrument Transactions requirement related to the Biller
Data and will do so via electronic data transmission according to our formats and procedures for each electronic_ payment type selected in the
Biller Order Form. In addition, Biller will execute all third -party applications and enter into alt agreements required for`the Service without
unreasonable delay, including without limitation Payment Processing Agreements and merchant agreements that ni4t be required upon
implementation, or later at such time as the Service operates with different or multiple payment processors. Throughtit the Terns of this
Agreement, for "Invoice Types" listed on the Biller Order Form (e.g., real estate taxes, utility bills, parking tickets, insuraice premium, loans,
etc.), Biller will not use the credit card processing, ACH or check processing of any bank,: payment processor, entity, or person, other than
Invoice Cloud via electronic data transmission or the authorization for processing of Biller's Customers' Payment Instrumiht Transactions, for
each electronic payment method selected in the Biller Order Form: Notwithstanding any provision herein to the contrary, Biller may continue
to utilize the following existing methods to receive payments: (i)Biller's ditect debit program; (ii) mailed-i)tpayments; (iii)lin-person payments
made via the Biller's drive-thru, lobby, or drop box.
Biller shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third
party the Service in any way; (ii)•modify or make derivative works based upon the Service; (iii) Recreate, "frame" or "m trot" any portion of
the Service on any other server or wireless or Internet -based device; (iv) reverse engineer or access the Service; or (v copy any features,
functions or graphics of the Service.
2. Privacy & Security. Invoice Cloud's privacy and security policies may be viewed at http://www.invoicecloud.com/privaey.html. Invoice
Cloud reserves the right to modify` its privacy and security policies in its reasonable discretion from time, to time which ingdiftoation shall not
materially adversely impact such policies. Invoice Cloud will maintain compliance with currentrequired Payment Card 1ndultry (PCI) standards
and Cardholder. Information Security standards. I j
3. Account Information and Data. • Invoice Cloud does not and will not own any Customer Data, in the course ofprovidin `fhe:Service. Biller,
not Invoice Cloud, shall have, sole responsibility for t c accuracy, quality, integrity, legality, -and reliability of, and obtaining the intellectual
property rights to use and process .all Customer Data. In the event. this Agreement is terminated, Invoice Cloud will make vailable to Biller a
file ofthe Customer Data (to theextent that Invoice Cloud is permitted to provide pursuant to applicable law and PCI -DS i standards) , within
30 days of termination of this Agreement (or at a later time if required by applicable law), if Biller so requests atthe time of 'rmination. Invoice
Cloud will retain Customer Data for a period from its creation for the time frame that is listed in the Biller Order under" Ata Retention", and
reserves the right to remove and/or delete remaining Customer Data no less than 60 days after termination or expiration except as prohibited
by applicable law or in the event of exigent circumstances.
4. Confidentiality / Intellectual Property Ownership. Invoice Cloud agrees that it may be fumished with or otherwise have access to
Customer Data that the Biller's customers consider confidential, Invoice Cloud agrees to secure and protect the Customer Data in a manner
consistent with the maintenance of Invoice Cloud's own .Confidential Information, using at least as great a degree of care a it uses to maintain
the confidentiality of its own confidential information, but in no event use less than commercially reasonable measures.. In Dice Cloud will not
sell, transfer, publish, disclose, or otherwise make available any portion of the Customer Data to third parties, except. as Permitted under this
Agreement or required to perform the. Service orotherwise required by applicable law.
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Biller Agreement
Invoice Cloud (and its licensors, where applicable) owns all right, title and interest, including all related Intellectual Property Rights, in and to
the Invoice Cloud Technology, the Content and the Service and any enhancement requests, feedback, integration components, suggestions,
ideas, and application programming interfaces, recommendations or other information provided by Biller or any other party relating to the
Service. In the event any such intellectual property rights in the Invoice Cloud Technology, the Content or the Service de not fall within the
specifically enumerated works that constitute works made for hire under applicable copyright laws or are deemed to be owned by Invoice
Cloud, Biller hereby irrevocably, expressly and automatically assigns all right, title and interest worldwide in and to such ittellectual property
rights to Invoice Cloud. The Invoice Cloud name, the Invoice Cloud logo, and the product names associated with the Service are trademarks
of Invoice Cloud or third parties, and no right or license is granted to use them.
Biller agrees that during the course of using or gaining access to the Service (or components thereof) it may be furnished with or otherwise
have access to information that Invoice Cloud considers to be confidential including but not limited to Invoice Cloud. Technology, the
Agreement, customer and/or prospective customer information, product features and plans, the marketing/sales collateral, pricing and financial
information of the parties which are hereby deemed to be Invoice Cloud Confidential Information, or any other information that by its very
nature constitutes information of a type that any reasonable business person would conclude was intended by Invoice Cloud to be treated as
proprietary, confidential, or private (the "Confidential Information"). Biller agrees to secure and protect the Confidential Information in a
manner consistent with the maintenance of Invoice Cloud's rights therein, using at least as great a degree of care as it uses to maintain the
confidentiality of its own confidential information, but in no event use less than reasonable efforts. Biller will not sell, transfer, publish,
disclose, or otherwise make available any portion of the Confidential Information of the other party to third parties (and will ensure that its
employee and agents abide by the requirements hereof), except as: (1) expressly authorized in this Agreement; or (2) required by applicable
public records laws as set forth in Section 4A below. To the extent that Biller is required to disclose Invoice Cloud's Confidential Information.
in accordance with a request made under the Florida Public Records Act, Invoice Cloud acknowledges and agrees that unle4s the public records
containing Invoice Cloud' Confidential. Information are exempt from Florida's laws governing public records, including but not limited to.
Chapter 119, Florida Statutes, for example paragraph 119.071(1)(f) (2020), Biller cannot refuse to provide such public records upon a request
from a member of the public. If Invoice Cloud considers any portion of such public records to be a trade secret under section 812.081, Florida
Statues, or otherwise confidential under Florida or federal law, Invoice Cloud must clearly designate that portion of the public records as
"confidential" when submitted to Biller..
4A. Public Records. IF INVOICE CLOUD (HEREINAFTER FOR PURPOSES OF THIS SECTION ONLY "THE CORPORATION")
HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES OR THE CORPORATION'S DUTY
TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
727-562-4092, Rosemarie.Call@myclearwater.com, 600 Cleveland Street, Ste. 600, Clearwater, FL 33755.
Documents created or received associated with the activities permitted hereunder may be public records pursuant to Chapter 119, F.S. and the
Corporation agrees to comply with the Florida Public Records Act. The Corporation's agreement to comply with public records law applies
specifically to any documents considered public records as that term is defined in § 119.011(12), Fla. Stat. The Corporation agrees to:
a) Keep and maintain public records required by the City of Clearwater (hereinafter "public agency") to perforin the service being
provided by the Corporation hereunder.
b) Upon request from the public agency's custodian of public records, provide the public agency 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; provided, however, that in the event
that public records may contain the Corporation's Confidential Information or trade secrets, the. Corporation 'shall be afforded a
reasonable opportunity to seek protective legal treatment for such Confidential Information or trade secrets as necessary prior to the
disclosure or inspection of the requested records.
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 the Corporation does not
transfer the records to the public agency.
d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Corporation or keep
and maintain public records required by the public agency to perform the service. If the Corporation transfers all public records to
the public agency upon completion of the contract, the Corporation shall destroy any duplicate public records; that are exempt or
confidential and exempt from public records disclosure requirements. If the Corporation keeps and maintains public records upon
completion of the contract, the Corporation shall meet all applicable requirements for retaining public records. t All records stored
electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format
that is compatible with the information technology systems of the public agency.
A request to inspect or copy public records relating to a public agency's contract for services must be made directly to the public agency. If
the public agency does not possess the requested records, the public agency shall immediately notify the Corporation of the request and the
Corporation must provide the records to the public agency or allow the records to be inspected or copied within a reasonable time. The
Corporation hereby acknowledges and agrees that if the Corporation does not comply with the public agency's request for records, the public
agency may enforce the contract provisions in accordance with the contract. If the Corporation fails to provide the public records to the public
agency within a reasonable time the Corporation may be subject to penalties under Section 119.10, Florida Statutes.
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If a civil action is filed against the Corporation to compel production of public records relating to a public agency's contract for services, the
court may assess and award against the Corporation the reasonable costs of enforcement, including reasonable attorney fees, if:
a) The court determines that the Corporation unlawfully refused to comply with the public records request within a reasonable time; and
b) At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a statement
that the Corporation has not complied with the request, to the public agency and to the Corporation.
A notice complies with subparagraph b) if it is sent, to the public agency's custodian of public records and to the Corporation at the
Corporation's address listed on its contract with the public agency or to the Corporation's registered agent. Such notices Must be sent by
common carrier delivery service (Global Express Guaranteed), or certified mail, with postage or shipping paid by the sender and with
evidence of delivery, which may be in an electronic format. If the Corporation complies with a public records request within 8 business days
after the notice is sent then it is not liable for the reasonable costs of enforcement.
5. Billing and Renewal. Invoice Cloud fees for the Service are provided on the Biller Order Form. Invoice Cloud's fees are exclusive of all
taxes, levies, or duties imposed by taxing authorities. Invoice Cloud may assess and/or collect such taxes, levies, or duties against Biller and
Biller shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on
Invoice Cloud's income. All payment obligations are either auto debited from the Biller Bank Account, or payable 30 days after receipt of
invoice from Invoice Cloud, and are non -cancellable, and all amounts or fees paid are non-refundable. Unless Invoice Cloud in its discretion
determines otherwise, all fees will be billed in U.S, dollars. If Biller believes Biller's bill or payment is incorrect, Biller inust provide written
notice to Invoice Cloud within 60 days of the earlier of the invoice date, or the date of payment, with respect to the amount in question to be
eligible to receive an adjustment or credit; otherwise such bill or payment is deemed correct. Invoice Cloudreserves the right to modify pricing
with respect to applicable fees to be paid under this Agreement, at any time upon sixty days written notice to Biller: a) based on increases
incurred by Invoice Cloud on Network Fees from credit card processers, bank card issuers, payment associations, ACH and check processers;
or b) if, during the Term, the average credit card payment processed by Invoice Cloud for any three (3) consecutive month period exceeds
110% of the Average Credit Card Transaction $ specified on the corresponding Invoice Parameter Sheet(s), to the extent that Invoice Cloud
incurs increases in Network Fees. Invoice Cloud, on at least 60 days written notice to Biller, may also increase any or all fees referenced in the
Biller Order Form (including any Invoice Parameter Sheets), by no more than 4%, provided, however, that such increase may not apply during
the Initial Term and may not occur more than once per Renewal Term.
6. Term and Termination. The initial term of this Agreement shall commence as of the execution date of the Biller Order Form and continue
for a period of three (3) years after the Go Live Date ("Initial Term") and will automatically renew for each of additional successive one (1)
year terms ("Renewal Term") unless terminated as set forth herein. "Term" as used herein shall mean the Initial Term an4 any Renewal Term.
This Agreement may be terminated by either party effective at the end of the Initial or any Renewal Term by such party providing written
notice to the other party of its intent not to renew no less than ninety (90) days prior to the expiration of the then -current term. Additionally,
this Agreement may be terminated by either party with cause in the event of a material breach of the terms of this Agreement by the other party
and the breach remains uncured for a period of 30 days following receipt of written notice by the breaching party. Upon tiny early termination
of this Agreement by Invoice Cloud as a result of breach, Biller shall remain liable for all fees and charges incurred, and all periodic fees owed
through the end of the calendar month following the effective date of termination. Upon any termination or expiration of this Agreement,
Killer's password and access will be disabled and Biller will be obligated to pay the balance due on Biller's account computed in accordance
with the Charges and Payment of Fees section above. Biller agrees that Invoice Cloud may charge such unpaid fees to Biller's Debit Account
or credit card or otherwise invoice Biller for such unpaid fees.
6A. Suspension of Cayenta Customer Information System. In the event that Biller intends to suspend or terminate its use of the Cayenta.
customer information system (CIS), Biller shall provide Invoice Cloud with at least ninety (90) days' advance written; notice prior to such
termination or suspension. Thereafter, where Invoice Cloud provides written notice to Biller that it is not able to complete integration with
Biller's new CIS provider so as to enable the processing of transactions through the Service, then either Biller or Invoice Cloud may terminate
this Agreement for convenience and without liability, on ten (10) days' written notice; provided, however, that such ternination by Biller is
conditioned on Biller making a good faith efforts to assist its new CIS provider with such integration, and requesting its new CIS provider to
provide assistance as necessary to complete the integration.
7. Invoice Cloud Responsibilities. Invoice Cloud represents and warrants that it has the legal power and authority to enter into this Agreement.
Invoice Cloud warrants that the Service will materially perform the functions that the Biller has selected on the Biller ,Order Form and the
Statement of Work, attached and incorporated by reference (the "Statement of Work"), under normal use and circumstances, and that Invoice
Cloud shall use commercially reasonable measures with respect to Customer Data to the extent that it retains such, in' the operation of the
Service; provided, that the Biller shall maintain immediately accessible backups of the Customer Data (to the extent that Biller is permitted
pursuant to applicable law and PCI -DSS standards). In addition, Invoice Cloud will, at its own expense, as the sole and e,clusive remedy with
respect to performance of the Service, correct any Transaction Data to the extent that such errors have been caused by Invoice Cloud or by
malfunctions of Invoice Cloud's processing systems.
8. Limited Warranty EXCEPT AS PROVIDED IN SECTION 7, THE SERVICE AND ALL CONTENT AND TRANSACTION DATA IS
PROVIDED WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE
HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD AND ITS
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LICENSORS AND PAYMENT PROCESSORS. INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS DO NOT
REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR -FREE, OR OPERATE
IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THAT THE SERVICE WILL NOT
EXPERIENCE DELAYS IN PROCESSING OR PAYING, OR (C) THE SERVICE WILL MEET REQUIREMENTS WITH RESPECT TO
SIZE OR VOLUME. Invoice Cloud's service may be subject to limitations, delays, and other problems inherent in the use of the internes and
electronic communications. Invoice cloud is not responsible for any delays, delivery failures, or other damage resulting from such problems.
9. Biller's Responsibilities. Biller represents and warrants that it has the legal power and authority to enter into this Agreement. Biller is
responsible for all activity occurring under Biller's accounts and shall abide by all applicable laws, and regulations in connection with Biller's
and/or its customers' and/or any payers' use of the Service, including those related to data privacy, communications, expert or import of data
and the transmission of technical, personal or other data. Biller represents and warrants that Biller has not falsely identified itself nor provided
any false information to gain access to the Service and that Biller's billing information is correct. Biller shall: (i) notify Invoice Cloud
immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Invoice
Cloud and immediately stop any copying or distribution of Content that is known or suspected to be unauthorized by Biller or Biller's Users;
and (iii) obtain consent from Biller's customers and payers to receive notifications and invoices from Invoice Cloud. Invoice Cloud is not
responsible for any Biller postings in error due to delayed notification from credit card processors, ACH, bank and other related circumstances.
Biller agrees and acknowledges that in the event that Biller has access to, receives from, creates, or receives protected health information, or
Biller has access to, creates, receives, maintains or transmits on behalf of electronic protected health information (as tho$e terms are defined
under the privacy or security regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and
Subtitle D of the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment
Act of 2009 ("ARRA"), during the performance under this Agreement, it will comply with all such law, regulations and rules related thereto.
Biller is required to ensure that it maintains a fair policy with regard to the refund, return or cancellation of payment for services and adjustment
of Transactions. Biller is also required to disclose all refund; return and cancellation policies to Invoice Cloud and any applicable payment
processors and Biller's Customers, as requested. Any change in a returnlcancellation policy must be submitted to Invoice Cloud, in writing,
not less than 21 days prior to the effective date of such change. If Biller allows or is required to provide a price adjustment, or cancellation of
services in connection with a Transaction previously processed, Biller will prepare and deliver to Invoice Cloud Transaction Data reflecting
such refund/adjustment within 2 days of resolution of the request resulting in such refund/adjustment. The amount of the refund/adjustment
cannot exceed the amount shown as the total on the original Transaction Data. Biller may not accept cash or any other payment or consideration
from a Customer in return for preparing a refund to be deposited to the Customer's account; nor may Biller give cash/check refunds to a
Customer in connection with a Transaction previously processed by credit card, debit card, ACH, or other electronic payment method, unless
required by applicable law. Biller shall cooperate with Invoice Cloud to effect a timely Implementation by Biller allocating sufficient and
properly trained personnel to support the implementation process and fully cooperating with Invoice CIoud and by securing the cooperation of
Biller's software and service providers and providing to Invoice Cloud the information required to integrate with Biller's billing, CIS and other
applicable systems.
10. Indemnification. Subject to the limitations of Section 768.28, Florida Statute as applicable, Invoice Cloud shall indemnify and hold Biller,
employees, attorneys, and agents, harmless from any losses, liabilities, and damages (including, without limitation, Biller's costs, and
reasonable attorneys' fees) arising out of: (i) failure by Invoice Cloud to implement commercially reasonable measures against the theft of the
Customer Data; or (ii) its total failure to deliver funds processed by Invoice Cloud as required hereunder (which relates to payments due from
Invoice Cloud for Transaction Data). This indemnification does not apply to any claim or complaint relating to Biller's failure to resolve a
payment dispute concerning debts owed to Biller or Biller's negligence or willful misconduct or violation of any applicable agreement or law.
Nothing herein shall be construed as consent by the Biller to be sued by third parties, or as a waiver or modification of the Provisions or limits
of. Section 768.28, Florida Statutes or the Doctrine of Sovereign Immunity.
11. Fees.
Invoice Cloud will charge the Biller and/or payer, payment transaction and other fees as provided in the Biller Order Form. In addition, Invoice
Cloud will charge the fees set forth on the Biller Order Form for the initial platform setup, configuration, implementation and integration with
Biller system(s) of its standard Service as set forth in the Statement of Work (the "Implementation"). Invoice Cloud reserves the right to also
charge for changes and additions to the Implementation, and for any requests by Biller following the implementation Which are agreed in
writing by the parties, including without limitation for the following services, at its then standard rates:
• Custom development and features which are not stated on the SOW and Biller Order Form change requests and modifications to
existing platform functionality not stated in the SOW and Biller Order Form;
• Additional integrations or integration modifications after Go Live Date, not provided for in the Biller Order Form or Statement of
Work;
• Changes to bill presentment (web and PDF templates), billing system integrations, and other Service components Boded or configured
to Biller's specifications after Biller has signed off on the relevant specification or Service is live;
• Custom data extracts and file requests that are not part of the Implementation signed off on by both parties;
• Data conversion not listed in the SOW, or repetitive re -loading of data due to Biller error.
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12. Limitation of Liability. INVOICE CLOUD'S AGGREGATE LIABILITY SHALL BE UP TO AND NOT. EXCEED THE AMOUNTS
ACTUALLY PAID BY AND/OR DUE FROM BILLER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE
EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL INVOICE CLOUD AND/OR ITS LICENSORS BE LIABLE TO
ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF
DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) DAMAGES ARISING OUT OF,()R IN ANY WAY
CONNECTED WITH THE SERVICE, EVEN IF THE PARTY FROM WHICH SUCH DAMAGES ARE BEING S UGHT OR SUCH
PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain states and/or
jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of
damages, so the exclusions set forth above may not apply to Biller.
13. Export Control. The Biller agrees to comply with United States export controls administered by the U.S. Department of Commerce, the
United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies.
14. Notice. Either party may give notice by electronic mail to the other party's email address (for Biller, that address on 'record on the Biller
Order Form) or by written communication sent by first class mail or pre -paid post to the other party's address on record in Invoice Cloud's
account information for Biller, and for Invoice. Cloud, to Invoice Cloud, Inc., 30 Braintree Hill Office Park, Suite 101, Braintree, MA 02184
Attention: Client Services or heludesk(iinvoicecloud.com. Such notice shall be deemed to have been given upon the expiration of 48 hours
after mailing or posting (if sent by first class mail or pre -paid post) or 12 hours after sending (if sent by email).
15. Assignment. This Agreement may not be assigned by either party without the prior written approval of the other party, but may be assigned
without such party's consent to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in
violation of this section shall be void.
16. Insurance. Invoice Cloud shall, at its own cost and expense, acquire and maintain (and cause any subcontractors, representatives or agents
to acquire and maintain) during the Term of this Agreement, sufficient insurance to adequately protect the respective interest of the parties.
Coverage shall be obtained with a canier having an AM Best Rating of A -VII or better, In addition, Biller has the right to review the Contractor's
deductible or self-insured retention.
Specifically the Vendor 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 tvt!o (2) year tail, or a
retroactive coverage date no later than the beginning of this Agreement on a new policy, following the termination or expkration 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 non -owned, hired or borrowed automobile is required in the
minimum amount of $1,000,000 (one million dollars) combined single limit.
c. Professional Liability/Errors or Omissions Insurance coverage appropriate for the type of business engaged in by Invoice Cloud
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 this Agreement. Coverage shall be extended beyond the
policy year either by a supplemental extended reporting period (SERP) of two (2) years, or by requiring that any; new policy provide
a retroactive date no later than the inception of this Agreement.
d. Cyber Liability coverage, including notification and monitoring, of at least One Million Dollars per claimand in the aggregate.
e. Theft or Loss coverage shall be maintained with minimum limits of $1,000,000 (one million dollars) per occurrence and in the
aggregate.
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.
The above insurance limits may be achieved by a combination of primary and umbrella/excess liability policies.
Other Insurance Provisions.
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Prior to the execution of this Agreement, and then annually upon Biller's request for as long as this Agreement retnains in effect,
Invoice Cloud will furnish Biller 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 Biller as an "Additipnal Insured" on
the Commercial General Liability Insurance and the Commercial Automobile Liability Insurance. The address where such
certificates shall be sent or delivered is as follows:
City of Clearwater
Attn: Gail Rini Customer Service
100 S Myrtle Ave
Clearwater, FL 33756
h. Invoice Cloud shall endeavor to provide thirty (30) days written notice of any cancellation, non -renewal, termination, material
change or reduction in coverage.
i. Invoice Cloud's insurance as outlined above shall be primary and non-contributory coverage for Invoice Cloud's negligence in
regards to Commercial General Liability Insurance and Commercial Automobile Liability Insurance only.
J•
Invoice Cloud reserves the right to appoint legal counsel to provide for Invoice Cloud's defense, for any and all claims that may
arise related to Agreement, work performed under this Agreement, or to Invoice Cloud's design, equipment, or service. Except with
respect to Biller's indemnification obligations (as applicable) and except as otherwise set forth in this Agreement Invoice Cloud
agrees that Biller shall not be liable to reimburse Invoice Cloud for any legal fees or costs as a result of Invoice Cloud providing its
defense as contemplated herein.
k. The stipulated limits of coverage above shall not be construed as a limitation of any potential liability to Biller, and Biller's
failure to request evidence of this insurance shall not be construed as a waiver of Invoice Cloud's (or any contractors',
subcontractors', representatives' or agents') obligation to provide the insurance coverage specified.
17. Immigration Laws. Invoice Cloud represents and warrants that it has complied and will comply with all applicable immigration laws
with respect to the personnel assigned to the Biller.
18. Beta Products. In the event that there is any functionality labelled "Beta" on the Biller Order Form, such functionality iS provided "AS IS"
WITHOUT ANY EXPRESS, OR. IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIEDI WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD AND ITS LICENSORS AND PAYMENT
PROCESSORS. INVOICE CLOUD'S AGGREGATE LIABILITY WITH RESPECT TO SUCH FUNCTIONALITY S-IALL BE UP TO
AND NOT EXCEED $ 10.
19. General.
(a) With respect to agreements with municipalities, localities or governmental authorities, this Agreement shall be governed by the law of the
state wherein such municipality, locality or governmental authority is established, without regard to the choice or conflicts of law provisions
of any jurisdiction. With respect to Billers who are not with municipalities, localities or governmental authorities, this Agreement shall be
govemed by Massachusetts law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any
jurisdiction. No text or information set forth on any other purchase order, preprinted form or document (other than a Biller Order Form and any
add on Biller Order Form, if applicable), and no documentation (including any implementation planning documents) except as specifically
referenced in this Biller Agreement, shall modify, add to or vary the terms and conditions of this Agreement. If any provision of this Agreement
is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to
reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture,
partnership, employment, or agency relationship exists between Biller and Invoice Cloud as a result of this agreement or use of the Service.
The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right pr provision unless
acknowledged and agreed to by Invoice Cloud in writing. All rights and obligations of the parties in Sections 4, 6, 10, 12, 11, 18 and 19(a) and
(b) shall survive termination of this Agreement. This Agreement, together with any applicable Biller Order Form, comprises the entire
agreement between Biller and Invoice Cloud and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether
written or oral between the parties regarding the subject matter contained herein. Biller agrees that Invoice Cloud can disclose the fact that
Biller is a paying customer and the version of the Service that Biller is using.
(b) Additional terms and conditions and definitions applicable to this Agreement and the Biller Order Form are found at
www.invoicecloud.com/biller-terms-and-conditions (the "Biller T+C") and are agreed to by Invoice Cloud and the Biller.
[SIGNATURE PAGE FOLLOWS]
Biller Agreement
The complete Biller Agreement includes the Biller Order Form, the Online Terms and Conditions and this Agreement
Page 15
Rev 5.1.2
IN WITNESS WHEREOF, the Parties have executed this Support and Maintenance
Agreement to be effective as of the date first written above.
Countersigned:
rank V. Hibbard
Mayor
Approved as to form:
Michael Fuino
Assistant City Attorney
Invoice Cloud Inc
Name: Thomas E. Griffin
Title: President
CITY OF CLEARWATER, FLORIbA
Jon P.Jennings
City Manager
Attest:
/1nazL(_ ebik
Rosemarie Call
City Clerk
Invoice Cloud
Statement of Work
City of Clearwater
Overview
The Invoice Cloud (IC) suite of services (The Service) will give the City of Clearwater (Biller) and its customers the
ability to accept online payments for invoiced and non -invoiced items. The Service will allow the City of
Clearwater to offer online payment processing in a securely hosted real-time environment. Customers will be able
to locate, view and print bills or invoices and payment records online and pay using credit cards, debit dards, and
electronic checks.
Definitions:
1. Biller — Merchant / City of Clearwater
2. Payer— Client customer, resident, person paying a bill or invoice
3. EBPP — Electronic Bill Presentment & Payment
4. Bill — Bill and Invoice are used synonymously throughout this document
5. RTDR - Real -Time Data Refresh — collects and aggregates the data as soon as a user accesses a specific
function
6. NTDR — Near -Time Data Refresh — integration that happens periodically; the data is collected immediately
but it is not aggregated until later — data can be processed every day, every hour or even every few
minutes
1. Security and Industry Compliance
Invoice Cloud maintains full compliance with current applicable Payment Card Industry (PCI) standards,
Cardholder Information Security Program (LISP) regulations and National Automated Clearinghouse
Association (NACHA) rules and guidelines. Invoice Cloud will abide by such guidelines for the security of all
cardholder data that Invoice Cloud possesses.
a. PCI - Invoice Cloud will provide compliant storage of Biller's customer payment information that is
certified by Visa/MasterCard. Data security measures are addressed during collection and
transmission via SSL with our patent pending encryption technology. All confidential information will
be treated in accordance with the PCI standards.
b. Software as a Service (SaaS) Architecture — All Biller customer financial and payment information
and the invoice presentment and payment processing application is housed offsite from Biller.
c. Browser Compatibility - Invoice. Cloud supports the most current version of the industr'y's most
common browsers.
2. Data Integration
Invoice Cloud does maintain an integration with Harris/Cayenta. The integration for the City of Clearwater
will include the functionality found in Appendix B.
3. Payer Portal
The. Payer Portal is an electronic bill presentment and online payment portal where a Biller's customer (Payer)
can view a bill and then proceed, within the same user interface, to make an online payment.
a. Invoice Cloud will present bills electronically through a payer portal that is branded for Biller or via an
email notification, if the Payer provides an email address.
b. The electronic invoice presentment will simulate the paper invoice Biller uses and will be available in
PDF and/or html format.
c. The Service may provide the Payer the option of making a payment via credit card (Visa, MasterCard,
American Express and Discover) or electronic check (also referred to as ACH, e -check, EFT).
IC Confidential - Invoice Cloud SOW - City of Clearwater (004) Biller 1
d. The Service provides the Payer a one-time online payment option without registration, and the
capability to register to access Payer's account history, schedule a payment, or set up AutoPay
payments.
e. A Payer will have the ability to choose their payment date (also known as scheduled payments).
f. The system will accept partial, full, or overpayments as defined by the Biller.
g. The Payer will register with the Service using the authentication method designated by Biller,
h. Linking Accounts - After registering with the Service, the Payer will be able to login into their
account(s). If the Payer has multiple accounts and uses the same authentication information for all
accounts, the Payer will be able to link their account and view from a single registration. The Payer
will then have the option to choose which account they would like to pay or view in further detail.
i. The Payer will receive an email confirmation of payment after any payment process.
j. The Payer will have the ability to search and access historical bills once they register with the Service.
The Service will store twenty-four (24) months of rolling history from the point of Biller's first invoice
file upload to the Service. This includes invoice history and account history.
k. Biller has the option of allowing the Payer to pay via different payment methods which include
online, IVR, IC Biller Portal, Pay by Text, CloudCSRConnect and CloudPOSConnect.
1. Payers who have scheduled a payment or registered for AutoPay will receive email notification from
the Service of pending payments.
m. The Service includes shopping cart functionality.
n. The Service will allow the Payer the option to elect paperless billing.
o. A Payer registered for paperless billing will be automatically placed back on paper billing if their email
address is undeliverable; notification of the Payer's undeliverable email address will be sent to Biller
via email.
p. The Service complies with Federal E -Signature Act for paperless billing and AutoPay by providing a
system in which a Payer must confirm enrollment in paperless billing and/or AutoPay by responding
to an email sent after the Payer registers for paperless billing and/or AutoPay through online self-
service.
4. Biller Portal
The Biller Portal is an administrative portal where Biller staff will have access to reporting, search cstomers,
search invoices, search payments, initiate payments or credits, login as a Payer, modify email templates, etc.
a. Biller can log in as the Payer on either the Biller or Payer Portal and make a payment on behOlf of the
Payer. There is an audit trail for who made the payment, and the source of every payment (CSR, Pay
by Text, AutoPay, Web, IVR, etc.).
b. Biller will have the capability of blocking future payments by specific Payer and payment method type
(i.e. Credit Card or E -Check (ACH).
c. Permissions—The Biller Portal includes a table of role based permissions, determined byth!e Biller's
System Administrator. Each permission is applied to a user ID on an individual basis to Maximize
flexibility. The system administrator can allow or disallow access to functions such as viewing data,
creating reports, resending email notices, processing payments, credits or refunds, editing email
templates and more. Since it is controlled by Biller administrator, changes can be made quickly on an
as needed basis.
d. Administrative Email Notifications - Biller may set up the system to send several administrative
notifications and request system notifications be sent to multiple staff members. This allows different
departments to get the information they need in a timely manner. The notifications include:
• ACH Reject Notifications
• Batch Close Notifications
• Daily Management Report
• File Processing Notifications
• Month End Billing Invoice
• Paperless Customer Email Bounce Daily Report
IC Confidential - Invoice Cloud. SOW - City of Clearwater (004) Biller
2
• Request System Notifications (this is the ticketing system available in the Invoice Cloud payer
portal).
• Status Notifications (notifications of planned outages, new features, etc.)
e. Biller Controlled Configuration Options The Biller Portal includes several Biller controlled
configurable options to customize the way payments and customer accounts are handled. The Biller
will be able to configure for:
• allowing Auto -Pay and scheduled payments
• allowing customers to update their phone or mailing address through the payer portal
• allowing customers to pay less than, or more than the balance due based on receivable type
• updating Refund Policy description
• updating customer service phone number
5. Biller Portal - Reporting
Biller can access a selection of pre -configured reports. Biller can request reports for daily, monthly, or, date
range activity. Most reports can be exported to excel files or scheduled for download as a custom report, as.
indicated by asterisk (*) in the report name. All stored payment data is truncated, and this is reflected in all.
reports.
a. Reports:
b. Search Customers*
c. Search Invoices
d. Search Payment Transactions*
e. Monthly Summary
f. Registration Report*
g. Autopay Report*
h. Paperless Report*
i. Data Synchronization History
j. EFT/ACH Rejects*
k. View Scheduled Payments*
I. Invoice File History
m. Import Errors
n. Daily Payments Received*
o. Total Outstanding Invoices
p. Email Notification Summary
q. Email Statistics
r. Email Tracking
s. Bounced Email Report
• Email Statistics
• Email Tracking
• Bounced Email Report
6. Paver Email Notifications
Invoice Cloud provides a set of customizable email notification templates for each invoice type that are
delivered for numerous events surrounding electronic invoice presentment and payment activity: Email
notifications may be customized through the Biller Portal using a Word style editor and options to insert
secure hyperlinks to website, links to electronic documents such as newsletter or bill inserts, and/or!variable
fields selected from the Biller's data file.
a. Three (3) email notifications can be scheduled. The first notification is based on the number of days
from the invoice due date. Second and third notifications will only be sent to Payers with an
outstanding balance, not those with a scheduled payment, or Payers who have signed up for Auto -
Pay.
IC Confidential - Invoice Cloud SOW - City of Clearwater (004) Biller 3
b.
At the discretion of Biller, Payer email notifications can be delivered for each of the following events.
• First Invoice Email Notification
• Second Invoice Email Notification
• Third Invoice Email Notification
• Payment Transaction Receipt
• Declined Auto Pay Transaction
• Late Fee Email Notification
• Declined Scheduled Payment Notification
• Registered Customer Welcome Email
• AutoPay Registration Notification
• Paperless Registration Notification
• ACH Reject/Chargeback Notices (with reason codes and descriptors)
• Credit Card Expiration Notification
• Scheduled Payment Confirmation
• AutoPay Reminder Notification
• FlexPay Confirmation Notification
• Scheduled Payment Reminder
• Paperless Off Confirmation
• Online Bank Direct Payment Receipt
• Check 21 Payment Receipt
• Linked Accounts First Notice Notification
• Linked Accounts Second Notice Notification
• Linked Accounts Third Notice Notification
• AutoPay Off Confirmation
• Conveyed Customer Notification
• Multiple Registered Customers Welcome Email
• Recurring Scheduled Payment Confirmation
• Recurring Scheduled Payment Canceled
7. Business Rules
The Invoice Cloud solution is designed for flexibility for customers and Biilers. There are many rules currently
available and we will also undertake the creation of new business rules as we both agree. Each ;bili type
operates independently and can accept different payment types as well as other business rules. At Biller's
option, multiple business rules can be applied to each bill type. Invoice Cloud provides flexibility regarding
business rules to support specific needs, including:
a. Ability to allow partial payments, over payments, full balance only, or late fees.
b. Ability to allow payments beyond the due date - The service is designed to accommodalte Biller
specific business rules like allowing payments beyond their due date.
c. Ability to allow for multiple payment types for one customer for the same bill - The service allows
multiple payment types from one customer for the same bill when partial payments are allowed.
Credit/debit card and e -check (ACH) can be run separately and an unlimited number of remittance
types can be used. For example, a customer can pay part of a bill with a checking account, another
part with a credit card and the remainder with a second credit card of a different type.
IC Confidential - Invoice Cloud SOW - City of Clearwater (004) Biller
8. Implementation Process
Invoice Cloud assigns an Implementations Manager (IM) to each Biller. The IM will be the Biller's primary
contact during the implementation process and coordinates all necessary resources from Biller, Biller`software
company, Invoice Cloud, and any sub -contractors. The IM will provide the Biller with the following documents
to facilitate the project:
a. New Biller Questionnaire & Questionnaire Key — Documents critical information needed to setup
and initiate the service including information on business rules and feature selection.
b. Project Timeline — Details project schedule and milestones.
c. Testing & Training Plan — This plan walks the Biller through a set of user acceptance testing criteria
and facilitates training on the service.
9. Support & Training
a. Business Hours — The business hours will be Monday through Friday from 8 a.m. to 8 p.m. Eastern
Standard Time. Note: Biller Support hours are 8 a.m. to 8 p.m. EST. Payer Support hours are currently
8 a.m. to 4 p.m. EST.
b. Help Desk - The Service will provide a helpdesk ticketing system for Biller within the Biller Portal to
get help from Invoice Cloud client support team. This tool will allow Biller to track and retain
resolutions for historical reference.
c; Payer Support — The Payer Support is two tiered with Biller staff as the first line of support regarding
account, registration and billing questions. Issues with the Invoice Cloud service operation or
incorrect credit card charges will be routed to Invoice Cloud Client Support via telephone or a Biller
helpdesk ticket.
d. Biller Support - If Biller encounters an inquiry which they cannot resolve Biller will create a helpdesk
support ticket. Invoice Cloud Customer Support will address the issue and if applicable provide
training to Biller to allow the address of tickets in a timely matter; often within twenty-four (24)
business hours. Biller and technical support is available during business hours.
I. Routine Technical. Support - Technical Support Is available during business hours. Biller may call
customer support directly; however, the use of the helpdesk ticketing system is encoyraged as
the preferred method of contact. Invoice Cloud staff views all tickets as they are subm tted and
routes them to the appropriate person for resolution.
ii. Emergency After -Hours Support — The helpdesk service is monitored after business hburs and
emergency support issues are addressed within one (1) hour. An emergency support issue is
defined as an issue involving the system being down and inoperable and does not include Payer
payment issues. Biller may request email notification be provided in the event the system is
down and inoperable.
e. Service Enhancements - Most enhancements do not require action on the part of Biller. Upgrades as
agreed are done at the Invoice Cloud server level, so there are no mandatory actions for Biller to
take. Support levels are not affected by enhancements.
f. Biller Training- Biller staff will be guided in how to use the system through in-house training,
documentation, remote live sessions, and access to our client support team.
• All standard training will be done remotely, Invoice Cloud's training personnel will provide
sessions for both Payer and Biller portals for Biller's staff.
• Separate training is conducted for Biller's technical staff regarding the uploading of bill files and
any other applicable processes.
• Ongoing phone and Go -To -Meeting training will be provided during the first month of use at no
additional cost to Biller.
10. Marketing
Invoice Cloud provides marketing support that our Billers can use to promote the EBPP and IC payment
solutions to its Payers, at no charge. Invoice Cloud's marketing group will schedule a 1 -hour conference call to
IC Confidential - Invoice Cloud SOW - City of Clearwater (004) Biller 5
review Invoice Cloud's recommended best practices for promoting the service. Sample templates will be
provided for each item and customizations can be made upon request. The marketing collateral that Invoice
Cloud provides may include:
• Bill Inserts
• Newsletters
• Envelope Teasers
• Pay Button Link
• Posters with Acrylic Stands for Payment Counters
• Business card sized take -away cards with QR code
• Local cable/TV station announcement
11. CloudIVRConnect"
The IC CloudlVRConnect allows Billers to accept payments via our interactive voice response system. It
provides customers with 24-hour access to account status and billing information (total balance due,' past due
amount, last payment made, next billing date etc.). The following options are available:
• Provides for a toll-free call and a caller ID number set by the Biller
• Supports messaging in both English and Spanish
• Provides for a customizable initial greeting (includes City/County/Company name) — all remaining
prompts are standard
• Ability to pay with credit card (Visa, MasterCard, Discover, American Express), debit card, or eCheck
(ACH)
• Replays information with Invoice Cloud generated confirmation #
12. CloudSMSConnect"
The IC CioudSMSConnect allows Billers to accept payments via SMS text messaging. The following options are
available:
• Provides interactive registration and service sign-up confirmation
• Sends notification when new bills are available for payment
• Ability to pay with credit card (Visa, MasterCard, Discover, American Express), debit card, or eCheck
(ACH)
• Allows for payment utilizing a stored -payment method
13. CloudStoreTM
The IC CloudStore allows Billers to accept payments for non -invoiced services like books, t -shirts, etc., fire,
police, building permits, or activity programs. The following options are available:
• Accept electronic check and or credit/debit cards.
• Customer receives immediate email confirmation of payment.
• Department receives email notification of purchase event for instant fulfillment services.
• Ability to apply convenience fees, if required.
• Reporting by service type.
• Linked to Biller branded payment portal.
• Each service type can have its own online registration form.
• Can be setup to accept payments over the counter.
14. Online Bank DirectTM'
The IC Online Bank Direct (OBD) allows Billers to electronically import echeck (ACH) payments initiated from
consumer bank bill sites. The following options are available:.
• Auto -matching of payments with open invoices
IC Confidential - Invoice Cloud SOW - City of Clearwater (004) Biller 6
• Email consumer a payment notification for those customers with an email address on file
• Ability to apply a single payment to multiple invoices
• Custom search capabilities to locate matching invoice(s)
• Electronic deposit of corresponding echecks
This SOW contains many products, services and payment methods. Only the specific products, services and; payment
methods selected by the Biller, as outlined in the Biller Order Form, are included in the delivery of products, services
and payment methods_
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement.
Biller Invoice Cloud, Inc.
By:
Printed Name: Daniel Mayer
Title:
Date:
IC Confidential - Invoice Cloud SOW MASTER - 2018-01-02
By: A4
Printed Name: Thomas E. Griffin
Title: President
Date: 12/2/2021
Biller 7
Appendix A: System Modifications
As outlined below, Invoice Cloud has agreed to make the following changes to the setup and functionality of our
platform:
NONE
IC Confidential - Invoice Cloud SOW - City of Clearwater (004) Biller
8
Appendix B:
Harris - Cayenta
EBPP
CIS
Supported
Invoice Types
#42 - Utilities
IVR
Supported
Pay by Text
Supported
Cloud POS Connect
Supported
Cloud CSR Connect
Supported
KIOSK
Invoices
Web Service
Supported
YP'
Each Billing Cycle
f
Payments
Data Pump
Near Time
AutoPay Flags
Data Pump
Near Time
Paperless Flags
Data Pump
Njar Time
Account Balances
RTDR
Real Time
Block Payment Method (Credit/ACH)
IC Translates file
RTDR
Reals Time
X
Historical Data (2 years shown online)
PDF Extraction (Partial/Full)
X
X
Templates
N/A
Link to PDFs
Standard or Custom
Single Sign -on
X
Custom
X
Branded Biller Portal
X
Branded Payer Portal
X
IC Confidential - Invoice Cloud SOW - City of Clearwater (004) Biller
9
Appendix C: Biller Deliverables
Sample Invoice File (.bif)
Web services installed
Firewall access granted White listing
SSO User name & password conversion data (if applicable
Auto Pay Conversion data if applicable
Paperless conversion data if applicable
IC Confidential - Invoice Cloud SOW - City of Clearwater (004) Biller
10
InvoiceCIoud '
Biller Order Form
IC Sales Rep
Sean McAnally
Vertical
Utilitiyr
Order Date
12/2/2021
Billing Software
Harris - Cayenta
Ownership Type
Legal Name
Government
City of Clearwater
Phone
Website URL
(727) 562-4556 Fax
https://www.myclearwat
er.com/home
Address 1
100 South Myrtle Avenue
Bus. Open Date
05/27/1915
Address 2
Federal Tax ID
59-6000289
City
Clearwater
State
FL
ZIP
33756
*Federal Tax ID and Legal Name must match on all documents
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Primary Contact Name
Cynthia Boyd
Phone
(727) 562-4556
Email Address
cynthia.boyd@myclearwater.com
Name
Daniel Mayer
Title
Phone
(727).562-4556
Fax
Email Address
daniel.mayer@m
yclearwater.com
;BILLER� K O
Note: Must include voided business check or bank letter for each unique account
Billing Method
Routing#
Payment Methods
Last 4 Acct #
[American Express] [VISA/Mastercard/Discover] [Mastercard/Discover] [ACH/EFT[
)escription
Interval':
ost'Type
Credit Card - Chargeback Fee Submitter
EFT - ACH Reject Fee Submitter
Biller Portal Access Fee
Per Transaction
Per Transaction
Per Transaction
Fixed ($)
Fixed ($)
Fixed ($)
$i0.00
Card Reader Type
Card Reader
Quantity
Cost per Reader
Billing Interval
Shipping Address
(if different than location
address)
fa,
Months to Keep
24
*Additional Fees apply if greater than 24 months
Description
Interval
Cost
Implementation (per SOW)
One -Time
$0.00 (WAIVED)
OTE
Implementation Cost ($20,000) will be waived if signed and executed by December 2021.
[signature page follows]
CERTIFICATION AND AGREEMENT
A. By signing below, the Biller hereby ratifies its authorization for Invoke Cloud, Inc. ("Invoice Cloud") to execute debit/credit entries to the!Biller Bank Account(s)
indicated above at the depository financial institutlon(s) named above and to debit/credit the same such account(s). The Biller acknowledges that the
origination of ACH transactions to Its account(s) must comply with the provisions of U.S. law. This authority is to remain in full force and effect until (I) Invoice
Cloud has received written notification (by electronic or U.S. mall) from the Biller of its revocation in such time and manner as to allow Invoice Cloud a
reasonable opportunity to act on it, but not less than 10 business days notice; and (11) all obligations of the Biller to Invoice Cloud that have arisen under this
Agreement and all other agreements have been paid in full. The Biller must also notify Invoice Cloud, in writing, (by electronic or U.S. mall) when a change in
Biller Bank Account account number(s) or bank has occurred at which time this authorization shall apply to such new/changed Biller Bank Account. This
notification must be received no less than 10 business days in advance of any change. A fee will be charged for any returned or rejected ICH debits.
B. By signing below, the Biller named: (1) has read, agreed to, ratifies the Biller Agreement, Biller T+Cs (referenced in the Biller Agreement);and other Order Forms
previously executed by the Biller, and (2) certifies to Invoice Cloud that he/she is authorized to sign this Order Form; (3) certifies that alliinformation and
documents submitted in connection with this Order Form are true and complete; (4) authorizes Invoice Cloud or its agent to verify any of the information given,
including credit references, and to obtain credit reports ; (5) agrees to pay the Monthly Access Fee through the last day of the month follpwing the effective
date of termination as provided in the Billing Agreement; (6) agrees that Biller and each transaction submitted will continue to be bound by the Order Form and
the. Biller Agreement in its entirety and any new agreement forms executed herewith; (7) agrees that Biller will submit transactions only in accordance with the
information In this Biller Order Form and Biller Agreement and will immediately Inform Invoice Cloud, by email (contracts@invoicecloud.com) if any information.
in this Order Form changes, and (8) In the event of non-payment of any sums due, Invoice Cloud reserves the right to withdraw such sums from the Biller Bank
Account at any time to ensure payment of the same.
C. Pay by Text: Standard data rates and text messaging rates may apply based on the payer's plan with their mobile phone carrier. Payer can opt out of text
messaging at any time with Invoice Cloud, Partial payment or overpayment is not supported. Biller may not use the service for activities that violate any law,
statute, ordinance or regulation.
D. This Biller Order Form will become effective only when signed by Invoice Cloud.
In WITNESS WHEREOF, the parties have executed this Agreement as of thls day
Accepted by Biller:
Corporate Officer/Authorized Official
Daniel Mayer
Printed Name
X
Accepted by Invoice Cloud, Inc.: i
Corporate Officer
Thomas E. Griffin
Printed Name
President
Title