HomeMy WebLinkAbout02/01/2022 06.E. Resolution authorizing a third party integrated software agreement with Invoice Cloud for Merchant Services payment processing 1
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 6.E.
For Meeting of: February 1, 2022
ITEM TITLE: Resolution authorizing a third party integrated software agreement
with Invoice Cloud for Merchant Services payment processing
SUBMITTED BY: James Dean, Utility Customer Services Manager
Maria Mayhue, Purchasing Manager
SUMMARY EXPLANATION:
On June 2, 2015, the City Council approved Resolution R-2015-073 authorizing a contract with
N. Harris Computer Corporation for the provision of a Utility Customer Information Software
System (CIS). Integral to the program is the provision of Merchant Services - acceptance of
credit and debit card payments as well as Virtual Merchant Services -online payment acceptance.
Cayenta does not provide banking services, but has several "partners" who have programmed
their banking software to integrate seamlessly with the Cayenta CIS software. Cayenta
recommended that the City contract with Invoice Cloud based on our specific needs and desire
to provide the best online payment solution to our customers. City staff evaluated the companies
that partner with Cayenta and concurred with their recommendation. Invoice Cloud was
determined to be the solution to best serve the customers of the City of Yakima and comply with
the unique banking requirements as they apply to public agencies in the State of Washington.
On February 16, 2016, the City Council approved Resolution R-2016-023 authorizing a contract
between the City of Yakima and Invoice Cloud for the provision of Merchant Services payment
processing. The attached agreement will replace the contract executed in 2016 and has been
negotiated to include upgrades to the services provided, which are in the best interest of the City.
ITEM BUDGETED: Yes
STRATEGIC PRIORITY: Public Trust and Accountability
APPROVED FOR SUBMITTAL BY THE CITY MANAGER
RECOMMENDATION:
Adopt Resolution
ATTACHMENTS:
2
Description Upload Date Type
D Resolution Authorizing Agreement with!mice Cloud 1/14/2022 Resolution
D Agreement-Invoice Cloud 1/18/2022 Contract
D Exhibit A to Contract 1/14/2022 Exhibit
D Exhibit B to Contract 1/14/2022 Exhibit
d Exhibit Cto Contract 1/14/2022 Exhibit
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RESOLUTION NO. R-2022-
A RESOLUTION authorizing an agreement with Invoice Cloud for provision of Merchant
Services
WHEREAS, the City has an agreement with Cayenta, a division of N Harris Computer
Corporation for provision of Customer Information System (CIS) software; and
WHEREAS, Invoice Cloud is a Cayenta partner whose software is already integrated to
Cayenta's CIS software that is being utilized by the City; and
WHEREAS, Invoice Cloud has been providing Merchant Services to the City since 2016
per R-2016-023; and
WHEREAS, an updated agreement has been negotiated with Invoice Cloud; and
WHEREAS, the City Council deems it to be in the best interest of the Citizens of Yakima
to enter into a new contract with Invoice Cloud, now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized to execute an agreement between the City of
Yakima and Invoice Cloud for the purpose of accepting payments through the Cayenta Customer
Self Service portal as part of the utilization of the Cayenta Customer Information System (CIS)
software. Said agreement is attached hereto and incorporated herein by this reference.
ADOPTED BY THE CITY COUNCIL this 1 n day of February, 2022.
Janice Deccio, Mayor
ATTEST:
Sonya Clear Tee, City Clerk
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AMENDMENT TO THE BILLER ORDER FORM AND BILLER AGREEMENT
THIS AMENDMENT TO THE BILLER ORDER FORM AND BILLER
AGREEMENT ("Amendment"), effective as of , 2022 ("Amendment
Date"), is made and entered into by and between THE CITY OF YAKIMA, WASHINGTON,
a Washington municipality ("Biller"), and INVOICE CLOUD, INC., a Delaware corporation
having a principal place of business at 30 Braintree Hill Office Park, Suite 303, Braintree,
Massachusetts 02184 ("Invoice Cloud"). Biller and Invoice Cloud may be referred to herein
separately as a "Party" and collectively as "Parties." Capitalized terms used herein shall have
the meanings ascribed to them in the Biller Order Form and Biller Agreement(as defined below)
unless expressly defined herein.
RECITALS
WHEREAS, the Parties executed that certain Biller Order Form effective February 16,
2016;
WHEREAS, the Biller Order Form incorporates by reference that certain Biller
Agreement entered into by the Parties effective February 16, 2016 (the Biller Order Form and
Biller Agreement collectively comprising the "Invoice Cloud Service Agreement");
WHEREAS, per the terms of the Biller Agreement,the Invoice Cloud Service Agreement
will automatically renew for an additional two-year Renewal Term commencing on February 16,
2022;
WHEREAS, the Parties now desire to establish a fixed end date for the Invoice Cloud
Service Agreement and to modify the fees and terms therein; and
WHEREAS,to that end,the Parties desire to amend the Invoice Cloud Service Agreement
as set forth below.
NOW THEREFORE, in consideration of the above recitals and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:
1. AMENDMENT OF INVOICE CLOUD SERVICE AGREEMENT.
This Amendment hereby amends and revises the Invoice Cloud Service Agreement to
incorporate the terms and conditions set forth in this Amendment. The relationship of the Parties
shall continue to be governed by the terms of the Invoice Cloud Service Agreement, as amended.
2. MODIFICATIONS TO BILLER ORDER FORM. The Biller Order Form is modified
as follows:
2.1 Page 1 and Page 3 of the Biller Order Form are hereby DELETED in their
entirety and REPLACED with the updated terms set forth in Exhibit A attached hereto. The terms
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of Exhibit A are hereby incorporated in and made a part of the Invoice Cloud Services Agreement
by this reference.
3. MODIFICATIONS TO BILLER AGREEMENT. The Biller Agreement is modified as
follows:
3.1 Section 6 ("Term and Termination") on page 2 of the Biller Agreement is
hereby DELETED and REPLACED with the following new provision:
"6. Term and Termination. This Agreement shall terminate by its own terms on
February 16, 2024. This Agreement may be earlier 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. For example, any unauthorized use of the
Invoice Cloud Technology or Service by Biller, or its authorized users will be
deemed a material breach of this Agreement. Upon any early termination of this
Agreement by Invoice Cloud as a result of the 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, Biller'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 Billing and Renewal section above. Biller agrees that Invoice
Cloud may charge such unpaid fees to Biller's Debit Account or credit card or
otherwise bill Biller for such unpaid fees."
3.2 The Biller Agreement is hereby AMENDED to ADD the new terms set forth in
Exhibit B attached hereto. The terms of Exhibit B are hereby incorporated in and made a part of
the Invoice Cloud Services Agreement by this reference.
3.3 The Biller Agreement is hereby AMENDED to ADD the new terms set forth in
Exhibit C attached hereto. The terms of Exhibit C are hereby incorporated in and made a part of
the Invoice Cloud Services Agreement by this reference.
3. GENERAL TERMS.
In the event of a conflict between the terms set forth in this Amendment and the terms of
the Invoice Cloud Service Agreement, the terms set forth in this Amendment shall control and
prevail. Except as set forth in this Amendment, all other terms and conditions of the Invoice Cloud
Service Agreement shall remain unmodified. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which together shall constitute
one instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF,the Parties hereto have, by and through their duly authorized
representatives, executed this Amendment to the Biller Order Form and Biller Agreement effective
as of the Amendment Date first set forth above.
INVOICE CLOUD, INC. THE CITY OF YAKIMA, WASHINGTON
By: By:
Name: Robert Autor Name:
Title: COO Title:
01/18/2022 21:18 UTC
Date: Date:
3
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nvoice Iou Exhibit A: Biller Order Form
SALES INFORMATION
IC Sales Rep Carlyn Altheide Vertical Local Gov(Util,Tax,Misc)
Order Date 11/16/2021 Billing Software Harris-Cayenta
BILLER INFORMATION
Ownership Type Government Phone +1509-575-6026 Fax
Legal Name City of Yakima Website URL yakimawa.gov
Address 1 129 North 2nd Street Bus.Open Date 1886
Address 2 Federal Tax ID 91-6001293
City Yakima *Federal Tax ID and Legal Name must match on all documents
State WA ZIP 98901
BILLER CONTACT
-..117
Primary Contact Name James Dean
Phone (509)576-6615
Email Address james.dean@yakimawa.gov
SIGNING AUTHORITY
Name Bob Harrison Title City Manager
Phone 509.575.6000 Fax Email Address bob.harrison@yakimawa.gov
BILLER BANK ACCOUNT(FOR INVOICE CLOUD AND NETWORK FEES,AND AS PROVIDED IN THE BILLER AGREEMENT)
Note:Must include voided business check or bank letter for each unique account
Billing Method Direct Debit
Routing# 125000105 Last 4 Acct# 7411 7
PAYMENT METHODS ACCEPTED
Payment Methods [American Express] [VISA/Mastercard/Discover] [PayPal] [ACH/EFT]
BILLER PRICING(see Invoice Type Parameter Sheet(s)for invoice-type-specific pricing)* EL
Description Interval Cost Type Cost
Biller Portal Access Fee Monthly Fixed ($) $0.00
Credit Card -Chargeback Fee Non-Submitter Per Transaction Fixed ($) $10.00
EFT-ACH Reject Fee Non-Submitter Per Transaction Fixed ($) $15.00
PayPal Brands-Chargeback Fee (PayPal Brands) Per Transaction Fixed ($) $10.00
$0.25
Invoice Presentment For Paperless Customers Per Transaction Fixed ($)
Online Bank Direct-OBD Access Fee Monthly Fixed ($) $0.00
HARDWARE
Card Reader Type Quantity Cost per Reader
Card Reader Billing Interval
8
Shipping Address
(if different than location
address)
Ir
DATA RETENTION
Months to Keep —1 24 *Additional Fees apply if greater than 24 months
IMPLEMENTATION CHARGES
Description Interval Cost
Implementation(per SOW) One-Time $0.00 (WAIVED)
NOTES/SPECIAL HANDLING
Payment Method Add-on Requirements:American Express and PayPal Brands
Product Add-on Requirements:AgentConnect(formerly CSRConnect)
Product Change Requirements:Conversion from 3rd party IVR to Invoice Cloud IVRTG platform
This BOF documents pricing changes for the 3-year contract extension.
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InvoiceCloud Biller Order Form
BILLER ORDER FORM
INVOICE TYPE PARAMETER SHEET
Invoice Type Parameters must be completed for each invoice type
Invoice Type Utility Pricing Model Non-Submitter
CURRENT BILLING DETAILS
Please indicate how many bills are sent monthly by placing the bill count for each month below:
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
18000 18000 18000 18000 18000 18000 18000 18000 18000 18000 18000 18000
Avg CC Bi- Avg. Bills Per
205.00 Max Invoice$ 125000.00 Bill Frequency 18000
Transaction$ Monthly Month
PRODUCTS AND SERVICES
Products and Services [EBPP/SSO] [IVR] [OBD] [AgentConnect]
TRANSACTIONAL PRICING(Paid by Biller)
Payment Source Description Payment Method Fee Rate% Fee Amount Additional Biller Pays
$ Fee$ Network Fees
Yes
All Payment Sources Credit/Debit/PayPal I $0.95
All Payment Sources ACH/EFT $0.50 Yes
Online Bank Direct ACH/EFT $0.25 Yes
IVR All Payment Methods $0.70 Yes
TRANSACTIONAL PRICING EXCEPTIONS
SERVICE FEES(Paid by Payer)
Payment Source Description Payment Method Fee Amount Calculation Max Min. Fee(S)per
Type Payment$ Transaction
All Payment Sources Credit/Debit/PayPal $125000.00
All Payment Sources ACH/EFT $125000.00
SERVICE FEE EXCEPTIONS
BILLER BANK ACCOUNT(FOR DEPOSITS AND CHARGEBACKS)
Note:must include voided business check or bank letter for each unique account
Routing# 125000105 Last 4 Acct# 7411
NOTES/SPECIAL HANDLING
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InvoiceCloud Biller Order Form
BILLER ORDER FORM
INVOICE TYPE PARAMETER SHEET
Invoice Type Parameters must be completed for each invoice type
Invoice Type Miscellaneous Accounts Receivable Pricing Model Non-Submitter
(MISCAR)
CURRENT BILLING DETAILS
Please indicate how many bills are sent monthly by placing the bill count for each month below:
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
700 700 700 700 700 700 700 700 700 700 700 700
Avg CC Avg. Bills Per
6500.00 Max Invoice$ 125000.00 Bill Frequency Monthly 700
Transaction$ Month
PRODUCTS AND SERVICES
Products and Services [EBPP/SSO] [IVR]
TRANSACTIONAL PRICING(Paid by Biller)
Payment Source Description Payment Method Fee Rate% Fee Amount Additional Biller Pays
$ Fee$ Network Fees
All Payment Sources Credit/Debit/PayPal $0.95 Yes
All Payment Sources ACH/EFT $0.50 Yes
IVR All Payment Methods $0.70 Yes
TRANSACTIONAL PRICING EXCEPTIONS
SERVICE FEES(Paid by Payer)
Payment Source Description Payment Method Fee Amount Calculation Max Min. Fee(S)per
Type Payment$ Transaction
All Payment Sources Credit/Debit $125000.00
All Payment Sources ACH/EFT $125000.00
SERVICE FEE EXCEPTIONS
BILLER BANK ACCOUNT(FOR DEPOSITS AND CHARGEBACKS)
Note:must include voided business check or bank letter for each unique account
Routing# 125000105 Last 4 Acct# 7411
NOTES/SPECIAL HANDLING
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Exhibit B
Annex to Biller Terms and Conditions for American Express Processing ("AMEX")
("Annex")
By executing this Annex, Biller(the"Biller"),is agreeing to comply with the AMEX Rules as they pertain to Transactions you submit for
processing through the Invoice Cloud Services.The Biller has contracted with Invoice Cloud,to obtain AMEX card processing services
on the Biller's behalf.ThisAnnex supplements the Biller Agreement Terms and Conditions.All capitalized terms used in this Annex have
the same meaning as ascribed in the Biller Agreement Terms and Conditions, unless otherwise defined herein.
1) Settlement
a. Upon receipt of the Biller's Transactions,AMEX will process the Transactions and facilitate the funds transfer
between American Express,the Biller, and Invoice Cloud.
b. AMEX will provide provisional credit to the Bank Account you designate hereunder under the Funding Schedule.
2) Processing and Payment.
The Biller and Invoice Cloud agree that all Convenience Fee Transactions will be submitted to AMEX under the Biller Agreement,
all Transactions will be submitted by Invoice Cloud,Inc.on behalf of the Biller to AMEX,all AMEX processing fees that may apply
associated with Transaction shall be paid by Invoice Cloud, all Chargebacks,returns and similar charges will be paid by the Biller,
and all fees,for the Convenience Fee Transactions shall be paid by Invoice Cloud. Convenience Fee Transactions will be
transferred directly to the bank account designated by Invoice Cloud and settlement funding for Transactions will be transferred to
the bank account designated by the biller.
3) Reduction of Payments to Biller
Unless otherwise agreed to by the parties,the proceeds payable to the Biller shall be reduced by all Chargebacks, customer refunds
and other applicable charges. Invoice Cloud is hereby authorized to draw from Biller's account for this purpose. If the proceeds
payable to the Biller do not represent sufficient credits,or the those proceeds or such account does not have a sufficient balance to
pay amounts due from you under these guidelines, Invoice Cloud may pursue one or more of the following options:(i)demand and
receive immediate payment for such amounts; (ii)debit a Biller bank account for the amount of the negative balance;(iii)withhold
settlement payments to the Biller until all amounts are paid,
(iv)delay presentation of refunds until a payment is made to us of a sufficient amount to cover the negative balance;and(v)pursue
any remedies we may have at law or in equity.
4) Chargebacks
a. The Biller may receive a chargeback for a number of reasons. The following are some of the most common
reasons for chargebacks,
i. You do not issue a refund to a customer upon return or non-delivery of service
ii. An authorization/approval code was required and not obtained
Hi. The transaction was fraudulent
iv. The customer disputes the card sale
v. The customer refuses to make payment for a card sale because in the customer's good faith
opinion,a claim or complaint has not been resolved or has been resolved by you but in an
unsatisfactory manner.
b. Chargebacks and the Biller's Responsibility
i. The Biller is fully responsible for any and all chargebacks related to their AMEX account(s).
ii. Upon a Chargeback,AMEX will automatically deduct the amount of the chargeback from the
Invoice Cloud,I nc's bank account.
Hi. The Biller hereby gives permission for Invoice Cloud to withdraw the chargeback amount from the
biller's bank account, described in section 6 of this Annex,within 24 hours of the chargeback being
deducted from Invoice Cloud's bank account by AMEX.
5) Data Security and Privacy
By signing below,the Biller represents that they do not have access to any Card Information data and you as the Biller will not request
such Card information from Invoice Cloud. In the event Card Information in connection with the processing services provided by Invoice
Cloud or AMEX under these guidelines, Biller agrees not use it for any fraudulent purpose or in violation of any AMEX or applicable law
and the Biller will comply with all applicable AMEX Rules. If at any time you the Biller believe that Card Information has been
compromised,you the Biller must notify AMEX and InvoiceCloud promptly and assist in providing notification to the proper parties. You
as the Biller must ensure your compliance. You as the Biller may not use any Card Information other than for the sole purpose of
Annex to Biller Agreement Terms and Conditions("Annex")Version 1.01 1 of 2
12
completing the Transaction authorized by the payer for which the information was provided to you.
6)Funding Schedule
In order to receive funds from AMEX you must maintain a bank account that is a member of the Automated Clearing House
System and the Federal Reserve wire system.You must designate a bank account for the deposit and settlement of funds and the
debit of any fees and costs associated with processing of Transactions.The deposits will come from AMEX and any fess and
chargebacks drafted by Invoice Cloud. Biller is hereby authorizing AMEX to initiate electronic credit entries to your bank account.
The biller is also authorizing Invoice Cloud,to make initiateany necessary debits and adjustments to the said Biller's bank account.
In the event of the said Biller's failure you shall not sell,transferor disclose any transactional or credit card information to third
parties.
a. If otherwise agreed to by Amex,the said Biller and Invoice Cloud,the proceeds payable to the bank account shall
be equal to the amounts received by AMEX in respect of your Card transactions.
b. Invoice Cloud shall use the bank account listed below to draft account when and if required as outlined in this Annex.
Name of Bank: Account Name:
ABA Routing NO: Account NO:
1) Definitions
"Card"is an account,or evidence of an account,authorized and established between a customer and AMEX payment for a good or
service."Chargeback"is a reversal of a Transaction you previously presented to Amex and/or Invoice Cloud pursuant to Payment
Brand Rules. "Transaction"is a transaction conducted between a customer and Biller and/or Invoice Cloud utilizing a Card in
which consideration is exchanged between the customer and Biller and/or Invoice Cloud.hereunder.
"Convenience Fee Transaction" is transactions representing a charge to a Customer's Card for the convenience of
using the paymentchannel offered by Biller and Invoice Cloud.
"Card Information" is information related to a Customer or a Customer's Card that is obtained by the Biller or Invoice Cloud from
the Customer's Card or from the Customer in connection with his or her use of a card.The card information could include,the Card
account number,the Card expiration date,the customer's name or date of birth,the PIN data,the security code data and any other
data read,scannedimprinted or otherwise obtained from the payment instrument.
Agreed and Accepted By: Agreed and Accepted By:
Merchant Legal Name: City of Yakima INVOICE CLOUD, INC.
Printed Name: Printed Name and Title: Robert S.Autor,COO
^ /
Title: i Signature: ,nC,'•'/" •
Signature: Date: 01/18/2022 21:18 UTC
Email Address:
Phone:
Address:30 Braintree Hill Office Park, Suite 303
Address: Braintree. MA 02184
Date:
Annex to Biller Agreement Terms and Conditions("Annex")Version 1.01 2 of 2
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Exhibit C
PayPal Processing Services Agreement
This PayPal Processing Services Agreement(this"Agreement")is between PayPal,a Delaware corporation whose address is 2211
North First Street, San Jose, CA 95131 and you,the entity who entersinto this Agreement, and governs your use of the services
provided by PayPal on or through Invoice Cloud("Invoice Cloud")to enable you to accept bill payments from your customers.This
Agreement is effective as of the date you accept this Agreement in writing or online.You agree to the terms and conditions of this
Agreement.You agree that PayPal may amend this agreement by arranging with Invoice Cloud to provide you with notice of
amended terms and by posting a revised version on our website. You appoint Invoice Cloud as your agent for purposes of receiving
notice of amendments to this Agreement and your use of the Services after the effective date of the posted amendment shall
constituteacceptance of such amendment.
This Agreement includes and incorporates by reference the Commercial Entity Agreements which arerequired by the card networks
so that you may accept Visa and MasterCard and Discover card payments.
1. PayPal Processing Services."PayPal Processing Services"or the"Services"means the payment processing services offered
by PayPal and solely through Invoice Cloud which provide you with the ability to accept PayPal payments,ACH/E-Check,credit
cards,debit cards and other payment types for bill payments from your customers,as applicable per your agreement with Invoice
Cloud.
2. Invoice Cloud Services.Invoice Cloud may provide certain services to you in relation to the PayPalProcessing Services,
including pricing for the services.The services provided by Invoice Cloud are governed by your agreement with Invoice Cloud
and are not provided by PayPal.
3. Indirect Processing Transaction Volume."Indirect Processing Transaction Volume"refers to fundsfrom payments
processed by payment processing services other than PayPal,in each case under a direct agreement you and Invoice Cloud
have with each such third party payment processing service provider and which you have instructed to settle funds to PayPal on
your behalf.
Settlement Account and Payouts. PayPal will arrange to settle payment processing funds including Indirect Processing
Transaction Volume to the bank account that you designate to Invoice Cloud and as provided to us by Invoice Cloud(the
"Settlement Account")and on a schedule communicated to us by Invoice Cloud, net of any amounts owed to Invoice Cloud
(including for fees and/or invalidated payments(described below).You agree that we may debit your Settlement Account for the
applicable amounts,and/or setoff the applicable amounts against future payouts. Payouts to your Settlement Account,including
timing thereof,will be in accordance with terms and conditions established by,andcommunicated to you by, Invoice Cloud.
4. Compliance with Applicable Laws.You must use the Services in a lawful manner,and must obey alllaws,rules,and
regulations("Laws")applicable to your use of the Services and to transactions and comply with any rule,guideline, or bylaw of any
of the card networks(e.g.,Visa,Mastercard,American Express and Discover)or of the Platform.
5. Liability for Invalidated Payments.You are liable for all claims,expenses,fines and liabilities we incur arising out of:a
chargeback,refund,over-payment,payment error,or other invalidated payment youcause("Invalidated Payment"); b.any error,
negligence, misconduct or fraud by you,your employees,or someone acting on your behalf;and c.any losses resulting from your
failure to comply with the terms of this Agreement,or your usage of the PayPal Processing Services.Notwithstanding any other
provision inthis Agreement,PayPal is not liable for any losses resulting from the settlement and payout of the IndirectProcessing
Transaction Volume in accordance with Invoice Cloud's direction.
PayPal,Inc. 1 of 2 CONFIDENTIAL
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6. Taxes.You are solely responsible for and obligated to pay any and all taxes,fees and other charges imposed by any
governmental authority("Taxes"),including any value added tax, goods and services tax,provincial sales tax and/or harmonized
sales tax on the Services provided under this Agreement.If you are tax-exempt,you may be asked to provide us with an original
certificate,or other evidence of tax exemption,that satisfies applicable legal requirements attesting to your tax-exempt status
7. Term and Termination.The term of this Agreement shall commence as of the earlier of the date you accept this Agreement
online or you begin using the PayPal Processing Services through Invoice Cloud and shall continue for as long as you are enabled
to use the PayPal Processing Services through InvoiceCloud.After permitted termination by either party,you shall no longer have
access to, and shall cease alluse of the PayPal Processing Services.Any termination of this Agreement does not relieve you of
any obligations to pay any fees,costs,penalties,chargebacks or any other amounts owed by you to us as provided under this
Agreement,whether accrued prior to or after termination.
8. Notices.Any notices required by this Agreement will be provided to you by Invoice Cloud on our behalf. Electronic notices
and disclosures will have the same meaning and effect as if we had providedyou with a paper copy.Any notices to PayPal shall
be considered valid only if sent by postal mail to PayPal, Inc.,Attn:Legal Department,2211 North First Street, San Jose,CA
95131.
Governing Law and Venue.The laws of the State of California,without regard to principles of conflict of laws,will govern this
Agreement and any claim or dispute that has arisen or may arise between the parties. The parties agree that any dispute arising from
this Agreement will be resolved in a court ofcompetent jurisdiction in(a) Santa Clara County,California if PayPal is the defendant, or
(b)the county where your business is headquartered if you are the defendant.
9. Entire Agreement.This Agreement sets forth the entire agreement and understanding of the partiesin respect to the subject
matter contained herein,and supersedes all prior agreements, promises,arrangements,communications,representations or
warranties,whether oral or written,by any officer,partner, employee or representative of any party.This Agreement shall be
binding upon and shall inure only to the benefit of the parties and their respective successors and permitted assigns. Nothing in
this Agreement is intended to confer or shall be deemed to confer upon any persons or entities not parties tothis Agreement,any
rights or remedies under or by reason of this Agreement.
CITY OF YAKIMA
By:
Name:
Title:
Date:
PayPal,Inc. 2 of 2 CONFIDENTIAL
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Document Completion Certificate
La. formstack sign
Document Reference : 6c14b910-195d-487e-a541-0693d7d2169a
Document Title : Yakima 2-Year Contract Renewal
Document Region : Northern Virginia
Sender Name : Carlyn Altheide
Sender Email : caltheide@invoicecloud.com
Total Document Pages : 11
Secondary Security : Not Required
Participants
1. Robert S. Autor (rautor@invoicecloud.com)
Document History
Timestamp Description
01/18/2022 13:17PM PST Document sent by Carlyn Altheide (caltheide@invoicecloud.com) .
01/18/2022 13:17PM PST Email sent to Robert Autor (rautor@invoicecloud.com) .
01/18/2022 13:17PM PST Email sent to Carlyn Altheide (caltheide@invoicecloud.com) .
01/18/2022 13:17PM PST Document viewed by Robert Autor (rautor@invoicecloud.com) .
73.56.162.62
Mozilla/5.0 (Windows NT 10.0; Win64; x64) AppleWebKit/537.36 (KHTML, like
Gecko) Chrome/97.0.4692.71 Safari/537.36
01/18/2022 13:18PM PST Robert S. Autor (rautor@invoicecloud.com) has agreed to terms of service and to
do business electronically with Carlyn Altheide (caltheide@invoicecloud.com) .
73.56.162.62
Mozilla/5.0 (Windows NT 10.0; Win64; x64) AppleWebKit/537.36 (KHTML, like
Gecko) Chrome/97.0.4692.71 Safari/537.36
01/18/2022 13:18PM PST Signed by Robert S. Autor (rautor@invoicecloud.com) .
73.56.162.62
Mozilla/5.0 (Windows NT 10.0; Win64; x64) AppleWebKit/537.36 (KHTML, like
Gecko) Chrome/97.0.4692.71 Safari/537.36
01/18/2022 13:18PM PST Document copy sent to Robert S. Autor (rautor@invoicecloud.com) .
16
Invoice Cloud Exhibit A: Biller Order Form
SALES INFORMATION I
IC Sales Rep Carlyn Altheide Vertical Local Gov(Util,Tax,Misc)
Order Date 11/16/2021 Billing Software Harris-Cayenta
BILLER INFORMATION
Ownership Type Government Phone +1509-575-6026 Fax
Legal Name City of Yakima Website URL yakimawa.gov
Address 1 129 North 2nd Street Bus.Open Date 1886
Address 2 Federal Tax ID 91-6001293
City Yakima *Federal Tax ID and Legal Name must match on all documents
State WA ZIP 98901
I!
BILLER CONTACT
Primary Contact Name James Dean
Phone (509)576-6615
Email Address james.dean@yakimawa.gov
SIGNING AUTHORITY
Name Bob Harrison Title City Manager
Phone 509.575.6000 Fax Email Address bob.harrison@yakimawa.gov
BILLER BANK ACCOUNT(FOR INVOICE CLOUD AND NETWORK FEES,AND AS PROVIDED IN THE BILLER AGREEMENT)
Note:Must include voided business check or bank letter for each unique account
Billing Method Direct Debit
Routing# 125000105 Last 4 Acct# 7411
PAYMENT METHODSACCEPTED
Payment Methods [American Express] [VISA/Mastercard/Discover] [PayPal] [ACH/EFT]
BILLER PRICING(see Invoice Type Parameter Sheet(s)for invoice-type-specific pricing)* Ell
Description Interval Cost Type Cost
Biller Portal Access Fee Monthly Fixed ($) $0.00
$10.00
Credit Card -Chargeback Fee Non-Submitter Per Transaction Fixed ($)
EFT-ACH Reject Fee Non-Submitter Per Transaction Fixed ($) $15.00
PayPal Brands-Chargeback Fee (PayPal Brands) Per Transaction Fixed ($) $10.00
$0.25
Invoice Presentment For Paperless Customers Per Transaction Fixed ($)
Online Bank Direct-OBD Access Fee Monthly Fixed ($) $0.00
r
HARDWARE
Card Reader Type Quantity Cost per Reader
Card Reader Billing Interval
17
Shipping Address
(if different than location
address)
DATA RETENTION
Months to Keep —1 24 *Additional Fees apply if greater than 24 months
IMPLEMENTATION CHARGES
Description Interval Cost
Implementation(per SOW) One-Time $0.00 (WAIVED)
NOTES/SPECIAL HANDLING
Payment Method Add-on Requirements:American Express and PayPal Brands
Product Add-on Requirements:AgentConnect(formerly CSRConnect)
Product Change Requirements:Conversion from 3rd party IVR to Invoice Cloud IVRTG platform
This BOF documents pricing changes for the 3-year contract extension.
18
InvoiceCloud� Biller Order Form
BILLER ORDER FORM
INVOICE TYPE PARAMETER SHEET
Invoice Type Parameters must be completed for each invoice type
Invoice Type Utility Pricing Model Non-Submitter
CURRENT BILLING DETAILS
Please indicate how many bills are sent monthly by placing the bill count for each month below:
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
18000 18000 18000 18000 18000 18000 18000 18000 18000 18000 18000 18000
[Avg CC Bi- Avg. Bills Per
205.00 Max Invoice$ 125000.00 Bill Frequency 18000
Transaction$ Monthly Month
PRODUCTS AND SERVICES
Products and Services [EBPP/SSO] [IVR] [OBD] [AgentConnect]
TRANSACTIONAL PRICING(Paid by Biller)
I
Payment Source Description Payment Method Fee Rate
% Fee Amount Additional Biller Pays
$ Fee$ Network Fees
All Payment Sources Credit/Debit/PayPal $0.95 Yes
All Payment Sources ACH/EFT $0.50 Yes
Online Bank Direct ACH/EFT $0.25 Yes
IVR All Payment Methods $0.70 Yes
TRANSACTIONAL PRICING EXCEPTIONS
SERVICE FEES(Paid by Payer)
Payment Source Description Payment Method Fee Amount Calculation Max Min. Fee(S)per
Type Payment$ Transaction
All Payment Sources Credit/Debit/PayPal $125000.00
All Payment Sources ACH/EFT ' $125000.00
SERVICE FEE EXCEPTIONS
BILLER BANK ACCOUNT(FOR DEPOSITS AND CHARGEBACKS)
Note:must include voided business check or bank letter for each unique account
Routing# 125000105 Last 4 Acct# 7411
NOTES/SPECIAL HANDLING
19
InvoiceCloud� Biller Order Form
BILLER ORDER FORM
INVOICE TYPE PARAMETER SHEET
Invoice Type Parameters must be completed for each invoice type
Invoice Type Miscellaneous Accounts Receivable Pricing Model Non-Submitter
(MISCAR)
CURRENT BILLING DETAILS
Please indicate how many bills are sent monthly by placing the bill count for each month below:
JAN FEB MAR . APR MAY JUN JUL AUG SEP OCT NOV DEC
700 700 700 700 700 700 700 700 700 700 700 700
Avg CC Avg. Bills Per
6500.00 Max Invoice$ 125000.00 Bill Frequency Monthly 700
Transaction$ I + Month
PRODUCTS AND SERVICES
Products and Services [EBPP/SSO] [IVR]
TRANSACTIONAL PRICING(Paid by Biller)
Payment Source Description Payment Method Fee Rate% Fee Amount Additional Biller Pays
_ $ Fee$ Network Fees
All Payment Sources Credit/Debit/PayPal $0.95 Yes
All Payment Sources ACH/EFT $0.50 Yes
IVR All Payment Methods $0.70 Yes
TRANSACTIONAL PRICING EXCEPTIONS
SERVICE FEES(Paid by Payer)
Payment Source Description Payment Method Fee Amount Calculation Max Min. Fee(S)per
Type Payment$ Transaction
All Payment Sources Credit/Debit $125000.00
All Payment Sources ACH/EFT $125000.00
SERVICE FEE EXCEPTIONS
BILLER BANK ACCOUNT(FOR DEPOSITS AND CHARGEBACKS)
Note:must include voided business check or bank letter for each unique account
Routing# 125000105 Last 4 Acct# 7411
NOTES/SPECIAL HANDLING
20
Exhibit B
Annex to Biller Terms and Conditions for American Express Processing ("AMEX")
("Annex")
By executing this Annex, Biller(the"Biller"),is agreeing to comply with the AMEX Rules as they pertain to Transactions you submit for
processing through the Invoice Cloud Services.The Biller has contracted with Invoice Cloud,to obtain AMEX card processing services
on the Biller's behalf.ThisAnnex supplements the Biller Agreement Terms and Conditions.All capitalized terms used in this Annex have
the same meaning as ascribed in the Biller Agreement Terms and Conditions, unless otherwise defined herein.
1) Settlement
a. Upon receipt of the Biller's Transactions,AMEX will process the Transactions and facilitate the funds transfer
between American Express,the Biller, and Invoice Cloud.
b. AMEX will provide provisional credit to the Bank Account you designate hereunder under the Funding Schedule.
2) Processing and Payment.
The Biller and Invoice Cloud agree that all Convenience Fee Transactions will be submitted to AMEX under the Biller Agreement,
all Transactions will be submitted by Invoice Cloud,Inc.on behalf of the Biller to AMEX,all AMEX processing fees that may apply
associated with Transaction shall be paid by Invoice Cloud, all Chargebacks,returns and similar charges will be paid by the Biller,
and all fees,for the Convenience Fee Transactions shall be paid by Invoice Cloud. Convenience Fee Transactions will be
transferred directly to the bank account designated by Invoice Cloud and settlement funding for Transactions will be transferred to
the bank account designated by the biller.
3) Reduction of Payments to Biller
Unless otherwise agreed to by the parties,the proceeds payable to the Biller shall be reduced by all Chargebacks, customer refunds
and other applicable charges. Invoice Cloud is hereby authorized to draw from Biller's account for this purpose. If the proceeds
payable to the Biller do not represent sufficient credits,or the those proceeds or such account does not have a sufficient balance to
pay amounts due from you under these guidelines, Invoice Cloud may pursue one or more of the following options:(i)demand and
receive immediate payment for such amounts; (ii)debit a Biller bank account for the amount of the negative balance;(lii)withhold
settlement payments to the Biller until all amounts are paid,
(iv)delay presentation of refunds until a payment is made to us of a sufficient amount to cover the negative balance;and(v)pursue
any remedies we may have at law or in equity.
4) Chargebacks
a. The Biller may receive a chargeback for a number of reasons. The following are some of the most common
reasons for chargebacks,
i. You do not issue a refund to a customer upon return or non-delivery of service
ii. An authorization/approval code was required and not obtained
Hi. The transaction was fraudulent
iv. The customer disputes the card sale
v. The customer refuses to make payment for a card sale because in the customer's good faith
opinion,a claim or complaint has not been resolved or has been resolved by you but in an
unsatisfactory manner.
b. Chargebacks and the Biller's Responsibility
i. The Biller is fully responsible for any and all chargebacks related to their AMEX account(s).
ii. Upon a Chargeback,AMEX will automatically deduct the amount of the chargeback from the
Invoice Cloud,lnc's bank account.
Hi. The Biller hereby gives permission for Invoice Cloud to withdraw the chargeback amount from the
biller's bank account, described in section 6 of this Annex,within 24 hours of the chargeback being
deducted from Invoice Cloud's bank account by AMEX.
5) Data Security and Privacy
By signing below,the Biller represents that they do not have access to any Card Information data and you as the Biller will not request
such Card information from Invoice Cloud. In the event Card Information in connection with the processing services provided by Invoice
Cloud or AMEX under these guidelines, Biller agrees not use it for any fraudulent purpose or in violation of any AMEX or applicable law
and the Biller will comply with all applicable AMEX Rules. If at any time you the Biller believe that Card Information has been
compromised,you the Biller must notify AMEX and InvoiceCloud promptly and assist in providing notification to the proper parties.You
as the Biller must ensure your compliance.You as the Biller may not use any Card Information other than for the sole purpose of
Annex to Biller Agreement Terms and Conditions("Annex")Version 1.01 1 of 2
21
completing the Transaction authorized by the payer for which the information was provided to you.
6)Funding Schedule
In order to receive funds from AMEX you must maintain a bank account that is a member of the Automated Clearing House
System and the Federal Reserve wire system.You must designate a bank account for the deposit and settlement of funds and the
debit of any fees and costs associated with processing of Transactions.The deposits will come from AMEX and any fess and
chargebacks drafted by Invoice Cloud. Biller is hereby authorizing AMEX to initiate electronic credit entries to your bank account.
The biller is also authorizing Invoice Cloud,to make initiateany necessary debits and adjustments to the said Biller's bank account.
In the event of the said Biller's failure you shall not sell,transferor disclose any transactional or credit card information to third
parties.
a. If otherwise agreed to by Amex,the said Biller and Invoice Cloud,the proceeds payable to the bank account shall
be equal to the amounts received by AMEX in respect of your Card transactions.
b. Invoice Cloud shall use the bank account listed below to draft account when and if required as outlined in this Annex.
Name of Bank: Account Name:
ABA Routing NO: Account NO:
1) Definitions
"Card"is an account,or evidence of an account,authorized and established between a customer and AMEX payment for a good or
service."Chargeback"is a reversal of a Transaction you previously presented to Amex and/or Invoice Cloud pursuant to Payment
Brand Rules. "Transaction"is a transaction conducted between a customer and Biller and/or Invoice Cloud utilizing a Card in
which consideration is exchanged between the customer and Biller and/or Invoice Cloud.hereunder.
"Convenience Fee Transaction" is transactions representing a charge to a Customer's Card for the convenience of
using the paymentchannel offered by Biller and Invoice Cloud.
"Card Information" is information related to a Customer or a Customer's Card that is obtained by the Biller or Invoice Cloud from
the Customer's Card or from the Customer in connection with his or her use of a card.The card information could include,the Card
account number,the Card expiration date,the customer's name or date of birth,the PIN data,the security code data and any other
data read,scannedimprinted or otherwise obtained from the payment instrument.
Agreed and Accepted By: Agreed and Accepted By:
Merchant Legal Name: City of Yakima INVOICE CLOUD. INC.
Printed Name: Printed Name and Title: Thomas E.Griffin, President
Title: Signature:
Signature: Date:
Email Address:
Phone:
Address:30 Braintree Hill Office Park.Suite 303
Address: Braintree. MA 02184
Date:
Annex to Biller Agreement Terms and Conditions("Annex")Version 1.01 2 of 2
22
Exhibit C
PayPal Processing Services Agreement
This PayPal Processing Services Agreement(this"Agreement")is between PayPal,a Delaware corporation whose address is 2211
North First Street,San Jose, CA 95131 and you,the entity who entersinto this Agreement, and governs your use of the services
provided by PayPal on or through Invoice Cloud("Invoice Cloud")to enable you to accept bill payments from your customers.This
Agreement is effective as of the date you accept this Agreement in writing or online.You agree to the terms and conditions of this
Agreement.You agree that PayPal may amend this agreement by arranging with Invoice Cloud to provide you with notice of
amended terms and by posting a revised version on our website.You appoint Invoice Cloud as your agent for purposes of receiving
notice of amendments to this Agreement and your use of the Services after the effective date of the posted amendment shall
constituteacceptance of such amendment.
This Agreement includes and incorporates by reference the Commercial Entity Agreements which arerequired by the card networks
so that you may accept Visa and MasterCard and Discover card payments.
1. PayPal Processing Services."PayPal Processing Services"or the"Services"means the payment processing services offered
by PayPal and solely through Invoice Cloud which provide you with the ability to accept PayPal payments,ACH/E-Check,credit
cards,debit cards and other payment types for bill payments from your customers,as applicable per your agreement with Invoice
Cloud.
2. Invoice Cloud Services.Invoice Cloud may provide certain services to you in relation to the PayPalProcessing Services,
including pricing for the services.The services provided by Invoice Cloud are governed by your agreement with Invoice Cloud
and are not provided by PayPal.
3. Indirect Processing Transaction Volume."Indirect Processing Transaction Volume"refers to fundsfrom payments
processed by payment processing services other than PayPal,in each case under a direct agreement you and Invoice Cloud
have with each such third party payment processing service provider and which you have instructed to settle funds to PayPal on
your behalf.
Settlement Account and Payouts. PayPal will arrange to settle payment processing funds including Indirect Processing
Transaction Volume to the bank account that you designate to Invoice Cloud and as provided to us by Invoice Cloud(the
"Settlement Account")and on a schedule communicated to us by Invoice Cloud,net of any amounts owed to Invoice Cloud
(including for fees and/or invalidated payments(described below).You agree that we may debit your Settlement Account for the
applicable amounts,and/or setoff the applicable amounts against future payouts. Payouts to your Settlement Account,including
timing thereof,will be in accordance with terms and conditions established by,andcommunicated to you by, Invoice Cloud.
4. Compliance with Applicable Laws.You must use the Services in a lawful manner,and must obey alllaws,rules,and
regulations("Laws")applicable to your use of the Services and to transactions and comply with any rule,guideline, or bylaw of any
of the card networks(e.g.,Visa,Mastercard,American Express and Discover)or of the Platform.
5. Liability for Invalidated Payments.You are liable for all claims,expenses,fines and liabilities we incur arising out of:a
chargeback,refund,over-payment,payment error,or other invalidated payment youcause("Invalidated Payment"); b.any error,
negligence,misconduct or fraud by you,your employees,or someone acting on your behalf;and c.any losses resulting from your
failure to comply with the terms of this Agreement,or your usage of the PayPal Processing Services.Notwithstanding any other
provision inthis Agreement,PayPal is not liable for any losses resulting from the settlement and payout of the IndirectProcessing
Transaction Volume in accordance with Invoice Cloud's direction.
PayPal,Inc. 1 of 2 CONFIDENTIAL
23
6. Taxes.You are solely responsible for and obligated to pay any and all taxes,fees and other charges imposed by any
governmental authority("Taxes"),including any value added tax, goods and services tax,provincial sales tax and/or harmonized
sales tax on the Services provided under this Agreement.If you are tax-exempt,you may be asked to provide us with an original
certificate,or other evidence of tax exemption,that satisfies applicable legal requirements attesting to your tax-exempt status
7. Term and Termination.The term of this Agreement shall commence as of the earlier of the date you accept this Agreement
online or you begin using the PayPal Processing Services through Invoice Cloud and shall continue for as long as you are enabled
to use the PayPal Processing Services through InvoiceCloud.After permitted termination by either party,you shall no longer have
access to, and shall cease alluse of the PayPal Processing Services.Any termination of this Agreement does not relieve you of
any obligations to pay any fees,costs,penalties,chargebacks or any other amounts owed by you to us as provided under this
Agreement,whether accrued prior to or after termination.
8. Notices.Any notices required by this Agreement will be provided to you by Invoice Cloud on our behalf. Electronic notices
and disclosures will have the same meaning and effect as if we had providedyou with a paper copy.Any notices to PayPal shall
be considered valid only if sent by postal mail to PayPal, Inc.,Attn: Legal Department,2211 North First Street,San Jose,CA
95131.
Governing Law and Venue.The laws of the State of California,without regard to principles of conflict of laws,will govern this
Agreement and any claim or dispute that has arisen or may arise between the parties. The parties agree that any dispute arising from
this Agreement will be resolved in a court ofcompetent jurisdiction in(a)Santa Clara County,California if PayPal is the defendant, or
(b)the county where your business is headquartered if you are the defendant.
9. Entire Agreement.This Agreement sets forth the entire agreement and understanding of the partiesin respect to the subject
matter contained herein,and supersedes all prior agreements, promises,arrangements,communications,representations or
warranties,whether oral or written,by any officer,partner, employee or representative of any party.This Agreement shall be
binding upon and shall inure only to the benefit of the parties and their respective successors and permitted assigns. Nothing in
this Agreement is intended to confer or shall be deemed to confer upon any persons or entities not parties tothis Agreement,any
rights or remedies under or by reason of this Agreement.
CITY OF YAKIMA
By:
Name:
Title:
Date:
PayPal,Inc. 2 of2 CONFIDENTIAL