Backup Documents 07/26/2011 Item #16C3ORIGINAL DOCUMENTS CHECKLIST & ROUTING
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT T C 3 11
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. Original documents should be hand delivered to the Board Office. The completed routing slip and original
documents are to be forwarded to the Board Office only after the Board has taken action on the item.)
ROUTING SLIP
Complete routing lines #1 through #4 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the
exception of the Chairman's signature, draw a line through routing lines #I through #4, complete the checklist, and forward to Sue Filson (line #5).
Route to Addressee(s)
(List in routing order)
Office
Initials
Date
1.
July 26, 2011
Agenda Item Number
16C3
2.
Original document has been signed/initialed for legal sufficiency. (All documents to be
3.
Executive Summary, Tele -Works
Number of Original
2
4.
Agreement Amendment, Collector
Documents Attached
5. Executive Manager
Board of County Commissioners
yo
lilt
6. Minutes and Records
Clerk of Court's Office
PRIMARY CONTACT INFORMATION
(The primary contact is the holder of the original document pending BCC approval. Normally the primary contact is the person who created/prepared the executive
summary. Primary contact information is needed in the event one of the addressees above, including Executive Manager, need to contact staff for additional or
missing information. All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve
the item.)
Name of Primary Staff
Contact
Peter Lund
Phone Number
252 -2357
Agenda Date Item was
July 26, 2011
Agenda Item Number
16C3
Approved by the BCC
Original document has been signed/initialed for legal sufficiency. (All documents to be
Type of Document
Executive Summary, Tele -Works
Number of Original
2
Attached
Agreement Amendment, Collector
Documents Attached
Solutions Agreement
yo
INSTRUCTIONS & CHECKLIST
Filing: Charge to 408 - 210153- 649030. Please return 1 recorded copy to UBCS.
I: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05
Initial the Yes column or mark "N /A" in the Not Applicable column, whichever is
Yes
N/A (Not
appropriate
(Initial)
Applicable)
1.
Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman, with the exception of most letters, must be reviewed and signed
by the Office of the County Attorney. This includes signature pages from ordinances,
resolutions, etc. signed by the County Attorney's Office and signature pages from
yo
contracts, agreements, etc. that have been fully executed by all parties except the BCC
Chairman and Clerk to the Board and possibly State Officials.)
2.
All handwritten strike - through and revisions have been initialed by the County Attorney's
Office and all other parties except the BCC Chairman and the Clerk to the Board
3.
The Chairman's signature line date has been entered as the date of BCC approval of the
document or the final negotiated contract date whichever is applicable.
4.
"Sign here" tabs are placed on the appropriate pages indicating where the Chairman's
sip-nature and initials are required.
5.
In most cases (some contracts are an exception), the original document and this routing slip
should be provided to the Executive Manager in the BCC office within 24 hours of BCC
approval. Some documents are time sensitive and require forwarding to Tallahassee within
a certain time frame or the BCC's actions are nullified. Be aware of your deadlines!
6.
The document was approved by the BCC on 7 -26 -2011 enter date) and all changes
made during the meeting have been incorporated in the attached document. The
^�
(y�J
County Attorne 's Office has reviewed the changes, if applicable.
Filing: Charge to 408 - 210153- 649030. Please return 1 recorded copy to UBCS.
I: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05
16C 3/
MEMORANDUM
Date: July 29, 2011
To: Peter Lund, Operations Analyst
Public Utilities
From: Martha Vergara, Deputy Clerk
Minutes & Records Department
Re: Tele -Works and Collier County Agreement Amendment #1
to Contract #06 -3972 and CollectorSolutions, Inc.
Agreement
Contract #06 -3972 — Utility Billing Interactive Voice
Response
Enclosed please find one (1) original documents as referenced above
(Agenda Item #16C3) approved by the Board of County Commissioners
on Tuesday, July 26, 2011
An original has been retained by the Minutes and Records Department for
the Board's Official Record.
If you have any questions, please call 252 -7240.
Thank you.
Enclosure (1)
16C 3{
EXHIBIT A -1 Contract Amendment No. 1
06 -3972 "Utility Billing Interactive Voice Response"
This amendment, dated 4uly 26 , 2011 to the referenced agreement shall be by and
between the parties to the original agreement, Tele - Works, Inc., (to be referred to as "Tele-
Works") and Collier County, Florida, (to be referred to as "County ").
RE: Contract # 06 -3972 "Utility Billing Interactive Voice Response"
In order to continue the services provided for in the original Contract document referenced above,
Tele -Works agrees to amend the above referenced Contract to provide iCALL IVR software and
Hosting services as described in Exhibit Al -A "Supplemental Terms and Conditions ", Exhibit A1-
B, "iCALL IVR Software Functions ", Exhibit A l -C "Implementation Services ", Exhibit A 1 -D
"Data Security" and Exhibit A 1 -E "Fees ", attached herein and incorporated by reference.
All other terms and conditions of the agreement shall remain in force.
IN WITNESS WHEREOF, Tele -Works and County have each, respectively, by an authorized
person or agent, hereunder set their hands and seals on the date(s) indicated below.
ATTEST:
Cor�rate Secretary /Witness
By: A� v6�
Dated: ro a��
�I `-wight E Brock kf
j
Approved as to form and
Le sufficie
S ott Teach
Deputy County Attorney
Firm
Te ,r6rks,4.
By:otttJ
Title: ?QCS � zc,-S—�
Dated: (o jag j Z(I►1
OWNER:
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By: (A).
Fred W. Coyle, Chairman
Page 1 of 10
Exhibit Al -A
Supplemental Terms and Conditions
1. Definitions
16C 34
WALL IVR. "iCALL IVR" is defined as the computer code and programs, including related
data files, rules, parameters, and documents licensed to County. iCALL IVR shall perform the
functions defined in Exhibit A I -B.
a) Hosting Environment. "Hosting Environment" is defined as the hardware, software,
and Internet connections on which the iCALL IVR software will be operated and
accessible to County and County's customers via the Internet.
b) Customer. "Customer" is defined as any customer of County.
c) Hosting Services. "Hosting Services" is defined as the services required to enable
Customers to access and operate the iCALL IVR software in the Hosting Environment.
d) Implementation Services. "Implementation Services" are the services defined in
Exhibit Al -C. Tele -Works shall provide the Implementation Services to County.
e) Hosted System. "Hosted System" is defined as the Hosted Services, Hosting
Environment, iCALL IVR, and Implementation Services.
f) Inhance. "Inhance" is the utility billing system that County utilizes to bill customers.
The iCALL IVR system will interact with the Inhance system to obtain customer
account information.
2. Tele -Works Responsibilities: Tele -Works will provide the iCALL IVR license, products
and services as defined in this amendment directly to County. Tele -Works shall be
responsible for the performance of all products and services, subject to the functions of the
iUS Application Programming Interface (API) and the performance of the County network,
on which the API will reside.
3. iCALL IVR License: Tele -Works will provide the County with unlimited license access to
a hosted version of iCALL IVR and Tele -Works grants to County and County hereby
accepts a non - exclusive, non - transferable license to use the iCALL IVR Software in the
Hosted Environment during the License Term.
4. iCALL IVR License Term: The license granted herein shall commence upon execution of
this Agreement and shall remain in effect until County ceases using the iCALL IVR
Software or termination. If the iCALL IVR software module is terminated by the County,
Tele -Works agrees to submit all invoices to the project manager within thirty (30) days of
receipt of the notice to terminate.
5. Ownership: The parties acknowledge that Tele -Works is the sole owner of the iCALL IVR
software and has the right to license the iCALL IVR software to County. County does not
acquire any rights, title or ownership interests express or implied, in the iCALL IVR
Software other than the licenses granted herein.
Page 2 of 10
16C 3-4
6. Project Schedule: Within fourteen (14) days after execution of this Amendment, both
parties will develop a mutually agreed upon project schedule ( "Project Schedule ") for the
implementation of the Hosted System. Any modification to the project schedule shall be
mutually agreed upon in writing by Tele -Works and the County project manager or his
designee.
7. Modifications to Amendment: This Amendment contains the entire understanding
between the parties regarding WALL IVR software and Hosting services, and any
modifications to this Amendment shall be mutually agreed upon in writing by Tele -Works
and the County project manager or his designee, in compliance with the County Purchasing
Policy and Administrative Procedures in effect at the time such services are authorized.
8. Implementation Services Specifications: Tele -Works shall provide County with a detailed
description of the services to be performed and written specifications for the services
( "Implementation Services Specifications ") defined in Exhibit Al -C. Tele -Works shall not
perform the Implementation Services until County has approved the Implementation
Services Specifications in writing.
9. Hosted System Acceptance Testing: Tele -Works shall provide services defined in Exhibit
Al -B "iCALL IVR Software Functions" and Exhibit Al -C "Implementation Services
Specifications" and make the Hosted System functional and available for County's intended
use. Tele -Works shall notify the County in writing when the Hosted System is ready for
acceptance testing. Within forty five (45) days from receiving written notification from
Tele - Works, County shall test the Hosted System to verify that it performs the functions as
defined in this Amendment. By the end of the forty five day testing period, County will
either (i) notify Tele -Works in writing that the Hosted System is accepted "Acceptance "); or
(ii) notify Tele -Works in writing that the Hosted System is not accepted.
9.1 If County notifies Tele -Works in writing or verbally that the Hosted System is not
accepted, County will provide a list of the errors. After notification of non - acceptance,
Tele -Works shall have fourteen (14) days to cure the Hosted System errors to satisfy the
acceptance testing. The revised Hosted System shall be retested in the same manner as
described above in this section 9.0.
10. Invoicing: Hosted Annual Subscription, One -time Set -up, and Annual Maintenance Fees
shall be invoiced upon Acceptance. Subsequent year Hosted Annual Subscription and
Annual Maintenance Fees shall be invoiced annually in advance, subject to an annual
increase not to exceed 3 %.
11. Payments: Payments will be made upon receipt of a proper invoice, upon approval by the
County Contract Manager or his designee, and in compliance with Section 218.70, Florida
Statutes, otherwise known as the "Local Government Prompt Payment Act."
12. Access to the Hosted System: Tele -Works shall provide secure unlimited access to the
Hosted System for Customers. Such unlimited access shall be provided 24 hours per day, 7
days per week, subject to scheduled and unscheduled periods of non - availability as described
in Section 12.a and 12.b below.
Page 3 of 10
16C
a) Hosted System Availability: The Hosted System shall be available to
Customers 24 hours per day, 7 days per week, subject to scheduled and
unscheduled periods of non - availability as described in this section and section
12.b below. Tele -Works shall not be responsible for downtime due to County's
telephone system or network infrastructure, or an Internet failure outside the
control of Tele- Works. If the iCALL IVR software is not able to access the
County Inhance system, Customers will not be able to access their account
information or make payments using the Hosted System.
b) Scheduled Downtime: Scheduled downtime shall not exceed three (3) hours in
a calendar month without the prior written consent of the County. Scheduled
downtime notices will be communicated to County's system administrator at least
twenty four (24) hours in advance. Tele -Works shall make its best efforts to
schedule downtime for off -hours and weekends.
C) Hosted System Uptime: Uptime is defined as the percentage of total time that
the Hosted System is either available or in scheduled downtime. The Hosted
System shall be deemed available if inaccessibility is due to County's telephone
system or network infrastructure, or an internet failure outside the control of Tele-
Works. Uptime is calculated as the sum of the available time plus scheduled
downtime divided by the total time, then expressed as a percentage. Uptime is
measured and calculated on a monthly basis. Tele -Works guarantees that the
uptime of the Hosted System shall be at least 99.0 %, on a monthly basis (the
"Guaranteed Uptime. ").
13. Support Services: In the event of a reported failure of the Hosted System, whether by
County staff or reported by customers to County staff, designated County representatives
will contact Tele -Works Support Services Call Center via telephone, (540)- 953 -2631. Tele-
Works Call Center personnel can be reached 24/7/365 by calling the Call Center number and
selecting Option 3. Outside of Tele -Works business hours of 8:00 a.m. to 7:00 p.m. Eastern
Standard Time, selecting option 3 will page Call Center personnel immediately.
14. PCI Compliance: Tele -Works warrants that the Hosted System shall be fully compliant
with all PCI required processing and standards and per Exhibit Al -D.
Once per quarter, Tele -Works will have the Hosted System scanned for non - compliance
with the PCI standards. The resultant report will document potential issues and include
information on how to correct any non - compliance.
15. ADA Compliance: Tele -Works warrants that the Hosted System shall be in full compliance
with all current ADA guidelines and requirements, including section 508 standards. If, at
any time during the term of this Amendment, Tele -Works is made aware that the Hosted
System does not conform to the current ADA guidelines and requirements, Tele -Works shall
immediately correct such non - conformances at no additional charge to County.
16. Confidentiality: Tele -Works acknowledges that all material and information supplied by
County or Customer which has or will come into the possession or knowledge of Tele-
Works in connection with Tele- Works' performance is to be considered County, or
Customer's confidential and proprietary information, disclosure of which information to or
Page 4 of 10
3'1
16C 3/
use by third parties will be damaging or which disclosure may be prohibited by law. Tele-
Works agrees to hold such material and information in strictest confidence, not to make use
of it other than for performance as defined in this Amendment, to release it only to Tele-
Works employees requiring such information, and not to release or disclose it to any other
party or otherwise violate applicable law with respect to any disclosure of information.
Confidentiality of information contained in this agreement is subject to the requirements of
the Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law,
Chapter 286, Fla. Stat.
17. Warranty: Tele -Works represents and warrants that it will provide the Hosted System in a
manner consistent with general industry standards reasonably applicable to the provision
thereof, and that the Hosted System shall perform substantially in accordance with the
iCALL IVR specifications and other applicable documentation. OTHER THAN AS
EXPRESSLY SET FORTH HEREIN, TELE -WORKS MAKES NO WARRANTIES,
WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, WITH RESPECT TO THE
SOFTWARE, DOCUMENTATION, EQUIPMENT, OR SERVICES PROVIDED
HEREUNDER, OR ANY MODIFICATION, REVISIONS, OR DERIVATIVE WORKS
OF THE SOFTWARE OR DOCUMENTATION.
18. Limitation on Liability: The limitations of liability in the original Agreement shall apply
to this amendment. Additionally, there shall be no limit to Tele- Works' liability with regard to
Tele- Works' breach of confidentiality of County's data or Customer's data.
19. Execution of Data Security Document: Tele -Works agrees that Tele - Works, and all
subcontractors of Tele -Works that will be providing services to the County, shall be required
to execute the Data Security document attached to this amendment as Exhibit A 1 -D. Tele-
Works and their subcontractors may not begin providing services to the County under the
terms of this amendment until the Data Security document has been executed and delivered
to the County.
Page 5 of 10
16C 3-4
Exhibit Al -B
WALL IVR Software Functions
The Hosted inHANCE iCALL IVR software must perform the following functions:
1. The iCALL IVR application will integrate with the County's inHANCE Utility Systems
(iUS) database via an WS Web Services Application Program Interface (API) written for
iCALL IVR, which will be obtained by the County. The API must be installed on a Web
server within the County's data center and connected to the County's Database. The Web
services API must be accessible to Tele -Works hosted platform through the Internet. Harris
inHANCE is responsible for the County's iCALL IVR API installation and maintenance.
2. iCALL IVR will allow County customers to obtain general utility account status and balance
information and, optionally, to make payments on their accounts. Users log in by providing
their utility account number with optional validation using the street number of the billing
address. iCALL IVR customers can be transferred to the County's customer service number
by explicit request or if it becomes evident that the user is having difficulty with the iCALL
IVR. The County's phone system will handle any after -hours conditions (no other types of
call transfers are provided by iCALL IVR). The iCALL IVR application will be available in
English or Spanish.
3. iCALL IVR allows users to make a payment on their account by credit card through a PCI
compliant ", third party credit card payment vendor and for users to receive a credit card
payment vendor generated confirmation number. The County will be provided with a log of
all payments accessible through a Web -based administration tool. The County will be
responsible for obtaining and maintaining a Tele -Works approved Internet payment gateway
to facilitate real -time authorizations for credit cards and to facilitate the processing of check
payments (current approved gateways are CSI, Authorize.NET, or PayFlow PRO).
4. Provide professionally recorded voice prompts with text -to- speech capability for dynamic
information.
5. Perform the required interface to the County's third party credit card processing vendor to
process customer credit card payments.
"Applications from a third party that will be used to store, process or transmit sensitive
cardholder data must be Payment Application Best Practices (PABP) certified. This certification
ensures that the application is compatible with PCI requirements. Information about PABP
validation is available from Visa at:
(http:Husa.visa.com /merchants /risk management /cisp payment applications html).
NOTE: The existing Tele -Works IVR functionality will, with the implementation of iCALL
be limited to the retention of the Outbound Calling function.
Page 6 of 10
16C 31
Exhibit Al -C
Implementation Services
Implementation Services must include, but not be limited to, the following:
1. Hosted System — Services to make fully operational.
Page 7 of 10
16C 31
Exhibit AI -D
Data Security
ACKNOWLEDGMENT OF ACCESS TO INFORMATION CHARACTERIZED AS
COVERED DATA
Tele -Works and their subcontractor acknowledges that its contract with County may allow Tele-
Works or their subcontractor access to confidential County information including, but not limited
to, personal information, financial information notwithstanding the manner in which or from whom
it is received by Tele -Works or their Subcontractor ( "Covered Data ") which is subject to state laws
that restrict the use and disclosure of such information. Tele -Works and their subcontractor further
acknowledges the applicability to this Agreement of Federal privacy laws such as the Gramm -
Leach- Bliley Act (Title 15, United States Code, Sections 6801(b) and 6805(b)(2)) applicable to
financial transactions and the Family Educational Rights and Privacy Act (Title20). Tele -Works and
their subcontractor shall maintain the privacy of, and shall not release, Covered Data without full
compliance with all applicable state and federal laws, County policies, and the provisions of this
Agreement. Tele -Works and their subcontractor agrees that it will include all of the terns and
conditions contained in this attachment in all subcontractor or agency contracts providing services
under this Agreement.
PROHIBITION ON UNAUTHORIZED USE OR DISCLOSURE OF COVERED DATA
AND INFORMATION
Tele -Works and their subcontractor agree to hold Covered Data received from or created on behalf
of County in strictest confidence. Tele -Works or their subcontractor shall not use or disclose
Covered Data except as permitted or required by the Agreement or as otherwise authorized in
writing by County. If required by a court of competent jurisdiction or an administrative body to
disclose Covered Data, Tele -Works will notify County in writing prior to any such disclosure in
order to give County an opportunity to oppose any such disclosure. Any work using, or transmission
or storage of, Covered Data outside the United States is subject to prior written authorization by the
County.
SAFEGUARD STANDARD
Tele -Works and their Subcontractor agrees that it will protect the Covered Data according to
commercially acceptable standards and no less rigorously than it protects its own confidential
information but in no case less than reasonable care. Tele -Works shall develop, implement,
maintain and use appropriate administrative, technical and physical security measures, which may
include but not be limited to encryption techniques, to preserve the confidentiality, integrity and
availability of all such Covered Data.
RETURN OR DESTRUCTION OF COVERED DATA AND INFORMATION
Upon termination, cancellation, expiration or other conclusion of the Agreement, Tele -Works shall
return the Covered Data to County Utility Billing Department unless County requests that such data
be destroyed. This provision shall also apply to all Covered Data that is in the possession of
subcontractor or agents of Tele- Works. Tele -Works shall complete such return or destruction not
less than thirty (30) days after the conclusion of this Agreement. Within such thirty (30) day period,
Tele -Works shall certify in writing to County that such return or destruction has been completed.
Page 8 of 10
16C 31
REPORTING OF UNAUTHORIZED DISCLOSURES OR MISUSE OF COVERED DATA
AND INFORMATION
Tele -Works shall report , either orally or in writing, to County any use or disclosure of Covered Data
not authorized by this Agreement or in writing by County, including any reasonable belief that an
unauthorized individual has accessed Covered Data. Tele -Works shall make the report to County
immediately upon discovery of the unauthorized disclosure, but in no event more than two (2)
business days after Tele -Works reasonably believes there has been such unauthorized use or
disclosure. Tele - Works's report shall identify: (i) the nature of the unauthorized use or disclosure,
(ii) the County Covered Data used or disclosed, (iii) who made the unauthorized use or received the
unauthorized disclosure, (iv) what Tele -Works has done or shall do to mitigate any deleterious
effect of the unauthorized use or disclosure, and (v) what corrective action Tele -Works has taken or
shall take to prevent future similar unauthorized use or disclosure. Tele -Works shall provide such
other information, including a written report, as reasonably requested by County.
EXAMINATION OF RECORDS
County shall have access to and the right to examine any pertinent books, documents, papers, and
records of Tele -Works or their subcontractor involving transactions and work related to this
Agreement until the expiration of five (5) years after final payment hereunder. Tele -Works or their
subcontractor shall retain project records for a period of five (5) years from the date of final
payment.
PAYMENT CARD INDUSTRY DATA SECURITY STANDARDS (PCI DSS) AND PABP
COMPLIANCE
This article applies to Tele -Works with access to County credit cardholder data or sensitive
authentication data as defined by the Payment Card Industry Data Security Standard (PCI DSS).
Tele -Works is currently certified to be in compliance with the Payment Card Industry Data Security
Standard (PCI DSS) Version 1.2, including Appendix A for Hosting Providers, by a qualified
security assessor (QSA) and approved scanning vendor (ASV), as applicable. Any changes in Tele-
Works's certification require prompt written notification to County.
Tele -Works agrees to continue to meet all PCI DSS requirements and to validate that compliance
annually according to the credit card industry rules, which include but are not limited to the PCI
Security Standards Council's PCI Data Security Standard. Tele -Works will also provide written
evidence of this compliance to County annually.
ASSISTANCE IN LITIGATION OR ADMINISTRATIVE PROCEEDINGS
Tele -Works shall make itself, and any employees, subcontractor, or agents assisting Tele -Works in
the performance of its obligations under the Agreement, available to County at no cost to County to
testify as witnesses, or otherwise, in the event of litigation or administrative proceedings against
County, its directors, officers, agents or employees based upon claimed violation of laws relating to
security and privacy and arising out of this agreement.
NO THIRD -PARTY RIGHTS
Nothing in this Agreement is intended to make any person or entity who is not signatory to the
Agreement a third -party beneficiary of any right created by this Agreement or by operation of law.
Page 9 of 10
Exhibit Al -E
Fees
iCALL IVR Hosted Annual Subscription
* Subject to 3% annual increase in accordance with Section 10
$36,000.00
iCALL IVR One -time Set-up fee
$5,000.00
Harris inHANCE API One -time
$4,375.00
Harris inHANCE API Annual Maintenance Fee
$600.00
Ongoing Tele -Works IVR Annual Maintenance Fee for Outbound
Calling (6 port system)
$11,161.00
Page 10 of 10
16C 3
(IRCOLLECTOR
FN SOLUTIONS
This Agreement is BETWEEN:
CollectorSolutions, Incorporated
316 South Baylen Street
Suite 590
Pensacola, Florida 32502
Referred to herein as 'CSI'
"TA ON
COLLIER COUNTY, BOARD OF COUNTY COMMISSIONERS
3327 Tamiami Trail East
Naples, FL. 34112
Referred to herein as 'the Client'
Collectively referred to as 'the Parties'
WHEREAS:
CSI provides Internet -based financial services, including timely credit card and /or
electronic check (eCheck) payment processing.
CSI possesses the technical framework and personnel to process credit card
and /or electronic check (eCheck) payments of account customers of the Client.
As provided for by CSI's web -based eCollections Portal, the Client can, at its own
discretion, make a multiple of services available to its account customers at
various times via various collection modes, for various payment types, and by
various payment methods.
Initials: CSI: � y v
Client:
Rev# 122810 Page 1 of 17
16C
4COLLECTOR
TA� SOLUTIONS
CSI has agreed to provide such services in accordance with the pricing set forth
in Appendix "A.1" attached hereto.
NOW, THEREFORE
In consideration of the covenants to be kept and performed by the Parties, it is
agreed:
[Remaining page left blank intentionally]
Initials: CSI
Client:
Rev# 122810 Page 2 of 17
3
16C 3'"
sOiuEoNOR
DEFINITIONS
The following words, terms and phrases, when used in this Agreement, shall
have the meanings ascribed to them in this section.
ACH: Automated Clearing House - group of processing institutions linked by a
computer network to process electronic payment transactions between financial
institutions.
Business Day: All week days except Saturday and Sunday and holidays
established by the Federal Reserve System.
Check Truncation:
The physical presentment of a paper check that is
electronically imaged and captured.
Convenience Fee: Fee charged by CSI for the processing of payments on
behalf of the Client. The amount of the fee, the form of the fee (`passed -on' to the
payer or `absorbed' by the client), and the party responsible for the fee (the Client
or the Payer) under the terms of this Agreement are set forth in Appendix `A.1'.
Credit Card: A U.S. issued American Express, Discover, MasterCard, or Visa.
DDA: Direct Deposit Account is a bank account maintained by the Client to
receive fund remittances from CSI and /or to which CSI will make correcting
debits in the event of chargebacks and /or returns.
Initials: CSI: ►v� r �J
Client:
Rev# 122810 Page 3 of 17
16C 3W
(t?COLLECTOR
F� SOLUTIONS
eCheck: An electronic representation of a paper check utilized to authorize a
direct payment of charges against the checking or savings account of the Payer
in the form of an ACH debit transaction. An instance of an eCheck may be
created by the Payer via manual user -entry or automated Check Truncation.
Force Majeure: To include natural disasters, such as, hurricanes, floods, and
earthquakes, system failures, such as, Telephone, Internet, and Power outages
financial failures, such as, Federal Reserve financial and processing - platform
failures, as well as, war, riots or other major social upheavals.
Merchant Account: The credit card account established by a bank which
deposits CSI credit card funds into the Settlement Account for subsequent
transfer into the DDA of the Client. This account is the property of the Client and
is arranged through a bank designated by the Client.
NACHA: National Automated Clearing House Association - develops operating
rules and business practices for the Automated Clearing House (ACH) Network
and for electronic payments in the areas of Internet commerce, electronic bill and
invoice presentment and payment (EBPP, EIPP), e- checks, financial electronic
data interchange (EDI), international payments, and electronic benefits services
(EBS).
PCI - DSS: Payment Card Industry Data Security Standard - a worldwide
information security standard defined by the Payment Card Industry Security
Standards Council. The standard was created to help payment card industry
organizations that process card payments prevent credit card fraud through
increased controls around data and its exposure to compromise. The standard
Initials: CSI:
Client:
Rev# 122810 Page 4 of 17
16C 3"�
(IRCOLLECTOR
TAN SOLUTIONS
applies to all organizations that hold, process, or exchange cardholder
information from any card branded with the logo of one of the card brands.
Settlement Account: A bank account at a federally insured banking institution
designated by CSI into which credit card payments shall be initially deposited
and that result from CST's processing of payments for the Client.
[Remaining page left blank intentionally]
Initials: CSI:
Client:
Rev# 122810 Page 5 of 17
16C 31
i I
COLLECTOR
F� SOLUTIONS
SERVICES
CREDIT CARDS
CSI shall license and make available to the Client its processing Software and
Hosting Services (the "Service" or "Services ") for the processing of monetary
payments to the Client via credit cards (American Express, Discover,
MasterCard, and Visa). All Software provided in the fulfillment of this Agreement
shall be the proprietary property of CSI. CSI is an independent contractor for all
purposes hereof. This Agreement does not convey an agency status to CSI.
Credit card transactions shall be deposited and credited to the Client's
Settlement Account. CSI is expressly permitted to move funds from the
Settlement Account to the DDA(s) of the Client. The transfer of funds will occur
on or before the third business day subsequent to the transaction date. All credit
card funds deposited or transferred into the Settlement Account, excluding the
CSI Convenience Fee, will remain the property of the Client.
[Remaining page left blank intentionally]
Initials: CSI: Y jib V
Client:
Rev# 122810 Page 6 of 17
16C 37
(IRCOLLECTOR
F� SOLUTIONS
SERVICES (continued)
eChecks (ACH)
CSI shall license and make available to the Client its processing Software and
Hosting Services (the "Service" or "Services ") for the processing of monetary
payments to the Client via ACH (Savings and /or Checking Accounts). All
Software provided in the fulfillment of this Agreement shall be the proprietary
property of CSI. CSI is an independent contractor for all purposes hereof. This
Agreement does not convey an agency status to CSI. ACH transactions shall be
deposited and credited directly to the Client's DDA. CSI is expressly permitted to
move funds from the Payer's specified Account to the DDA(s) of the Client. The
transfer of funds will occur on or before the second business day subsequent to
the transaction date.
[Remaining page left blank intentionally]
i
Initials: CSI:
Client:
Rev# 122810 Page 7 of 17
16C 34
COLLECTOR
F� SOLUTIONS
TERMS
1. CSI shall provide, install or make available via electronic means, software
necessary for the fulfillment of its Solution at all locations as designated by
the Client.
2. CSI shall provide adequate assurance to the Client that all data
communicated over or processed or stored on the equipment owned,
leased or controlled by CSI shall be secure. Additionally, CSI shall assign
a unique identification number to each transaction for security and auditing
purposes.
3. Additional Client locations may be added to the CSI Solution at no
additional cost to the Client.
4. Certain electronic devices, such as the credit card swipe machine, the
eCheck scanner, and the payment receipt printer shall be purchased
separately by the Client and are not part of the set -up fee charged by CSI.
5. CSI shall provide reports, which shall contain transactional data on a daily
basis, month -to -date, year -to -date, or from /to dates within a fiscal year, by
individuals within agencies of the Client or by system totals. Additionally,
reports shall be able to be segregated by the Client distinguishing various
levels of transaction analysis. This analysis includes but is not limited to
transaction analysis segregating credit card vs. eCheck transactions. CSI
shall also provide software that will enable the Client to utilize existing
receipt printers for the preparation of payment receipts, if CSI can develop
such an interface for any existing printers.
Initials: CSI: &V
Client:
Rev# 122810 Page 8 of 17
tCOLLECTOR
71� SOLUTIONS
6. CSI represents and warrants that (i) it has the full right to utilize and
employ the Service Software and (ii) the Service Software does not
infringe upon the intellectual property rights of others; further, CSI shall
indemnify and hold harmless the Client from all claims, demands,
damages, judgments or decrees, including its reasonable attorneys' fees,
in connection with a breach of this representation and warranty or a claim
by a third party which asserts that this representation and warranty is
untrue.
7. CSI and the Client shall not be liable for unanticipated technical difficulties
caused by any bank, third party processing service or telecommunications
providers, weather, or other events generally recognized as "forces
majeure ", provided that such events could not have been reasonably
foreseen and guarded against by the performing party, or other events
outside the control of CSI or the Client.
8. The Client shall indemnify and hold harmless CSI for any claims by
Payers relating to incorrect or overcharging of service charges collected
by the Client attributable to errors in data provided to CSI by the Client or
the Client's employees, agents or independent contractors, subject to
Florida Statutes, Section 768.28.
Each party agrees to indemnify, defend and hold harmless the other, its
officers, board members, agents and employees from and against any and
all fines, suits, claims, demands, penalties, liabilities, costs or expenses,
losses, settlements, judgments and awards and actions of whatever kind
or nature, including attorney's fees and costs (and costs and fees on
appeal), and damages (including, but not limited to, actual and
consequential damages) arising from any negligent, willful or wrongful
misconduct, knowing misrepresentation or breach of this Agreement by
such party, its officers, board members, agents or employees. This
Initials: CSI: W—,/—
Client:
Rev# 122810 Page 9 of 17
16C 31
(IPCOLLECTOR
SOLUTIONS
paragraph shall not be construed in any way to alter the State's waiver of
sovereign immunity or extend the parties liability beyond the limits
established in Section 768.28, Florida Statutes.
9. Fees charged to the Client's customers will be prominently and separately
disclosed prior to the execution of the transaction and again separately
displayed on all CSI generated receipts of the Client. All CSI generated
receipts will contain a disclosure or disclaimer statement of the Client's
choosing, such as: ;4 third party convenience fee has been added for the
processing of credit card services. [The Client] shall have the right to
serve notice as part of the billing process that any action or dispute that
results in a `credit hold' or `charge back' on funds will be considered as a
non - payment of the customer's account and may result in assessed
penalties. "
10.The credit card fee and /or eCheck fee shall remain in effect for the
duration of this contract unless CSI's ODFI (Originating Depository
Financial Institution), merchant bank, non -bank credit card issuers, or
related processors change their rate structure more than 5% and /or the
Client's average payment amount exceeds the average amount stated in
Appendix A.1 for 3 consecutive months. In either of these events, CSI
and the Client will negotiate an amendment to this agreement to address a
change in fees.
11.The term of this Agreement shall be monthly from the date hereof. This
Agreement shall be automatically renewed from month -to -month
thereafter unless terminated by a party pursuant to the provisions hereof.
This Agreement can be terminated by either party without cause with a
written notice to, the other party. Should CSI be replaced, CSI will
Initials: CSI:
Client:
Rev# 122810 Page 10 of 17
16C 3j
COLLECTOR
FN SOLUTIONS
cooperate with the alternate Client Vendor and the Client in the facilitation
of a smooth transition.
12. From time to time the scope of services provided by CSI may be changed.
The Client may want additional CSI processing services added to this
agreement.
13.The Client's authorized party or signatory to this agreement is authorized
to negotiate changes to this agreement. Such changes which are
mutually agreed upon by and between the Client and CSI shall be
provided in accordance with a written amendment to this Agreement
approved by the Client.
14.The Laws of the State of Florida shall govern this Agreement.
15.All data provided through CST's data exchange platforms by the Client
and /or the Client's Vendors shall be considered confidential and shall not
be revealed to any third party, unless so ordered by a court of competent
jurisdiction, unless disclosure is otherwise required by law or upon the
written instruction from the Client provided it is not contrary to any
provision of this Agreement.
16. Neither party shall be liable for the errors and omissions, accidental or
purposeful, of the other party, or the other party's employees, officers,
agents or subcontractors.
17.All notices required to be given pursuant to the terms of this Agreement
shall be in writing and sent by Certified Mail, Return Receipt requested, to
1
Initials: CSI:r�Y
Client:
Rev# 122810 Page 11 of 17
16C 31
COLLECTOR
Fo� SOLUTIONS
the addresses set forth below, or by hand delivery or a business courier
(Federal Express, Airborne, etc.) to the address of a party or by facsimile
transmission. Any notice, request or other communication transmitted by
mail shall be deemed to have been sufficiently given for purposes hereof
on the fifth (5th) day after date of mailing, or if delivered by hand or
business courier when received at the address of the recipient, and if
given by facsimile transmission, upon receipt by the sender of an
acknowledgment of the transmission generated by the machine from
which the facsimile in its entirety was sent to the recipient's facsimile
number; provided that if such notice or other communication is delivered
by hand or business courier, or is received by facsimile on a day which is
not a business day, or after 5:00 P. M. on any business day at the
addressee's location, such notice or communication shall be deemed to
be duly received by the recipient at 10:00 A. M. on the first business day
thereafter. Notice given to an agent of a party shall be deemed notice
given to the party. The address of a party may be changed by written
notice given to the other party in the same manner as provided above;
however, and unless provided otherwise, notice shall be effective if sent to
a party at such other address the party may from time to time utilize at the
time of the giving of any notice. The failure of a party to give notice of any
change of address shall not defeat the giving of effective notice pursuant
to the terms of this Agreement. For purposes hereof, the parties
designate as their mailing or business addresses, those addresses set
forth below:
COLLECTORSOLUTIONS, INC.
316 South Baylen Street, Suite 590
Pensacola, Florida 32502
ATTN: Mr. Robert A. Cothran, President
Initials: CSI:
Client:
Rev# 122810 Page 12 of 17
16 C 3'
4COLLECTOR
SOLUTIONS
Phone: 850 - 444 -9330 extension 302
Email: robc@collectorsolutions.com
Fax: 850 - 444 -9331
COLLIER COUNTY, BOARD OF COUNTY COMMISSIONERS
FEIN 59- 6000558
3327 Tamiami Trail East
Naples, FL. 34112
ATTN: Peter Lund, Manager of Customer Service
Phone: (239)252 -2357
Email: peterlund @colliergov.net
Fax: (239)252 -2366
18.Any claim of nonperformance on the part of CSI by Client must be in
writing and specifically state the nature of the problem. CSI shall use its
best efforts to rectify any problems under its control as rapidly as possible.
If, after thirty (30) days, such cure attempt is not reasonably acceptable to
the Client, then the Client may, after giving CSI notice of its
unacceptability, give notice of termination of this Agreement. Notice of
termination will be effective upon receipt of such notice by CSI.
19.This Agreement represents the entire understanding between the Client
and CSI. Any amendments or changes must be in writing and executed
by persons authorized to bind the Parties.
20. If any portion of this Agreement is deemed to be invalid, the balance of the
Agreement shall remain in full force and effect.
21.CS1 will pay on behalf and hold the Client harmless from any liability
directly or indirectly related to the transfer process of funds as performed
Initials: CSI: kAl
Client:
Rev# 122810 Page 13 of 17
16C 31
(IRCOLLECTOF
SOLUTIONS
by CSI. CSI assumes full responsibility for such transfers and insures that
a) intended funds of payer reach the account(s) of the Client and b) that
only access for CSI is for the purpose of collecting its Convenience Fee.
This paragraph shall survive any termination of this Agreement.
22.This Agreement shall not be modified nor amended unless such
modification or amendment shall be in writing and signed by authorized
representatives of both CSI and the Client.
23. Next page is the Signature Page.
[Remaining page left blank intentionally]
Initials: CSI: A�l
Client:
Rev# 122810 Page 14 of 17
(IPCOLLECTOR
TIAN SOLUTIONS
Signature Page
160
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, this the day
and year first above written.
Signed, sealed and delivered in the presence of:
COLLECTORSOLUTIONS, INCORPORATED
Signature Date 6('1161'a_011
Name Rober . Cothran
Title
Witness Signature
Name
Title
Presid
reen B. Valentino
ce- President
ATTEST:. - -
Dwight 0.76 ock, Clerk of Courts
By:
Dated ll,
Attest ASV -1 no" y
'9194jitto
Approved as to form and
leg u: nc
L
Deputy County Attorney
S�-ff ig -TGt v�
Scott R. Teach
Date 06 /(o Lozoll
'PV Solutions
CY
n
SEAL
2003
"tORIOp`
lk
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By: �� w
Fred W. Coyle, Chair n
(IFCOLLECTOR
F� SOLUTIONS
APPENDIX A.1
16C
1. CIS SYSTEM UTILIZED:
inHANCE
2. WEB MODULE UTILIZED:
iWeb MS
3. IVR SYSTEM UTILIZED:
teleWorks
4. POS SYSTEM UTILIZED:
inHANCE
5. PAYMENT TYPE:
utility
6. FEES:
Set Up Fees
$0.00
Recurring Fees (monthly \annual) $0.00
Accepting Credit Cards
YES
(YES or NO)
Transactional Fees
2.7%
Fees to be paid by
CLIENT
(PAYER or CLIENT)
Accepting eChecks
YES
(YES or NO)
Transactional Fees $0.80
*Fees to be paid by CLIENT (PAYER or CLIENT)
Re- presentment count -------------------
Miscellaneous Fees
Charge -backs (credit cards) $20.00
Credits $1.75
Non -NSF Check Returns $1.75
NSF Check Returns* $20.00
Initials
CSI: 9-V
Client:
•------------------------- - - - - -- (0, 1, or 2)
Paid by CLIENT
Paid by CLIENT
Paid by CLIENT
Paid by _CLIENT_ (PAYER or CLIENT)
Rev# 122810 Page 16 of 17
34,
16C 3�
t�COLLECT�ouEiOR
APPENDIX B
In accordance with this Agreement entered into by CSI and the Client, the Client authorizes CSI,
Regions Bank on behalf of CSI, or Regions bank on its own behalf to initiate an ACH debit entry to
the Client's account at the depository institution indicated below for the amount of any ACH Debit
Entry representing a payment previously made to the Client that is returned by the Payer's RDFI
for any reason (credit card "Charge- Back" or eCheck "Return "). CSI's and Region's authority to
debit the Client's account is unconditional and with regard to the timeliness of the Charge -Back or
Return. CSI or Regions Bank shall initiate the ACH Debit Entry with five (5) business days from
the date of receipt of the Charge -Back or Return by CSI and /or Regions Bank without notice to the
Client. The Client hereby acknowledges and agrees that this authorization will remain in full force
and effect for a period of ninety (90) days after the termination of this Agreement.
Terms not otherwise defined in this ACH Debit Authorization shall have the meaning ascribed to
those terms in the National Automated Clearing House Association Operating Rules.
Client Name: Collier County, Board of County Commissioners
EIN:
Signature:
Name:
Title:
Client's Bank Name:
Routing Number:
Account Number:
City & State:
Initials: CSI: M�l
59- 6000558
Client:
Rev# 122810 Page 17 of 17