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Agenda 07/12/2016 Item #16C6 7/12/2016 16.C.6. EXECUTIVE SUMMARY Recommendation to approve a second Amendment to the 2011 Agreement with CollectorSolutions, Incorporated (06-3972) to consolidate processing of all credit card, Automated Clearing House and point of sale electronic transactions in the Board of Commissioners Agency and authorize the Chairman to execute the agreement after final review by the County Attorney's Office. OBJECTIVE: Consolidate all credit card payment transactions in the Board of County Commissioners (Board) agency under one vendor by amending the existing agreement with CollectorSolutions, Incorporated (CSI) for credit card and Automated Clearing House (ACH) payment processing. CONSIDERATIONS: The original agreement with CSI was approved by the Board July 26, 2011, as agenda item 16.C.3 (Attachment 1), for utility bill credit card payments and ACH processing at the rate of 2.7 percent of the transaction value for Interactive Voice Response (IVR) and web based payments. Amendment one, approved by the Board February 11, 2014, as agenda item 16.C.1. (Attachment 2), was for one year with three additional one-year renewals. Amendment 1 reduced the rate to 2.35 percent for the IVR and web based utility bill payments. In addition, the utility currently pays $.60 per transaction to host IVR and web payments to the Harris Corporation (under Contract 11-5698) to insure all customers' credit card information is protected, in compliance with Payment Card Industry-Data Security Standards (PCI) requirements. The second amendment to the CSI agreement offers hosting services for all credit card payments and ACH processing included in the 2.35 percent rate, thus eliminating additional hosting costs associated with collection from additional County Manager's Agency Divisions. Currently, the Public Utilities Department (PUD) utilizes CSI for IVR and web payments and Vantiv (3rd party processing credit card agent) for over the counter payments using Point of Sale (POS) terminals. Type of service 3rd party credit card Rate of dollar Other Fees to be Eliminated approval provider value transaction IVR CSI for Collier County 2.35% $.60 per transaction for Water-Sewer District Harris Computer, Inc. hosting (CCWSD) internet payment site CSI for Collier County 2.35% $.60 per transactions for Water-Sewer District Harris Computer Inc. hosting (CCWSD) Over the counter payments at Vantiv-contract managed by Mercantile, and North Naples Clerk of Courts (set to expire Over 3% on NA Government Center 9/30/16) average Over the counter payments at Vantiv-contract managed by e. Landfill and Recycling Clerk of Courts (set to expire Over 5% on NA ,enters 9/30/16) average Packet Page -667- 7/12/2016 16.C.6. Credit card payment balancing is time consuming and challenging using multiple service providers. CSI provides a daily report of all credit card transactions, enabling staff to balance to the billing system rather than having to reconcile individual transactions. This request would expand the mechanisms for payment collections for the Collier County Water Sewer District, Solid and Hazardous Waste Management Division transactions, and for any other County Manager's Agency Division's credit card payments. Staff recommends consolidating all credit card payment transactions to one vendor that: • is compliant with Payment Card Industry Data Security Standards (PCI DSS), to secure customers' financial information, and • provides daily transaction reports to support payment balancing. Actual Fiscal Year 2015 hosting costs for the Collier County Water-Sewer District were approximately $155,500. Total savings of approximately $155,500 may be realized by eliminating the current hosting charge. FISCAL IMPACT: The second amendment eliminates the hosting fee of$.60 per transaction for additional hosting costs associated with collection from additional Divisions, with approximate annual savings of $155,000, depending on volume and value of credit card payments. In addition, by reducing or eliminating use of the Vantiv contract, lowering the percentage fee for over the counter payments is expected to provide additional savings, dependent on the volume and value of those transactions at the front counters and at solid waste facilities. LEGAL CONSIDERATIONS: In case there is any confusion on this item, for whatever reason, this 2011 agreement is referred to in the County's SAP System as Contract 06-3972. It is the 2011 agreement that is being amended. With that noted, this item has been reviewed by the County Attorney, is approved as to form and legality, and requires majority vote for approval. - JAK GROWTH MANAGEMENT IMPACT: This action has no impact on the Growth Management Plan. RECOMMENDATION: That the Board approves a second Amendment to the 2011 Agreement with CollectorSolutions, Incorporated (06-3972) to consolidate processing of all credit card, Automated Clearing House and point of sale electronic transactions in the Board of Commissioners Agency and to authorize the Chairman to execute the agreement after final review by the County Attorney's Office. PREPARED BY: Teresa A. Riesen, Revenue Manager, Financial Operations Support Attachments: Attachment 1: Original CSI Agreement Attachment 2: Amendment No. 1 Attachment 3: Proposed Amendment No. 2 Packet Page-668- 7/12/2016 16.C.6. COLLIER COUNTY Board of County Commissioners Item Number: 16.16.C.16.C.6. Item Summary: Recommendation to approve a second Amendment to Agreement 06- 3972 with CollectorSolutions, Incorporated for credit card and Automated Clearing House processing to meet Payment Card Industry Data Security Standards compliance for use by all Divisions card payment processing. Meeting Date: 7/12/2016 Prepared By Name: JacobsSusan Title: Operations Analyst, Wastewater 6/10/2016 9:40:16 AM Approved By Name: RiesenTeresa Title: Manager-Revenue,Utilities Finance Operations Date: 6/10/2016 10:02:37 AM Name: HapkeMargie Title: Recycling Coordinator, Solid &Hazardous Waste Man Date: 6/10/2016 11:05:24 AM Name: Joseph Bellone Title: Division Director-Operations Support,Utilities Finance Operations Date: 6/10/2016 1:19:57 PM Name: HerreraSandra Title: Manager-Procurement, Procurement Services Date: 6/13/2016 10:54:41 AM Name: HallSwainson Title:Procurement Specialist,Procurement Services Date: 6/13/2016 4:51:45 PM Name: KearnsAllison Title: Manager-Financial&Operational Sprt, Capital Construction&Maintenance Budget/Fiscal Packet Page-669- 7/12/2016 16.C.6. Date: 6/16/2016 11:27:45 AM Name: YilmazGeorge Title: Department Head-Public Utilities,Public Utilities Department Date: 6/20/2016 7:41:40 PM Name: FinnEd Title: Management/Budget Analyst, Senior, Office of Management&Budget Date: 6/21/2016 3:56:19 PM Name: KlatzkowJeff Title: County Attorney, Date: 6/21/2016 4:36:40 PM Name: CasalanguidaNick Title:Deputy County Manager, County Managers Office Date: 7/1/2016 1:13:02 PM Packet Page -670- 7/12/2016 16.C.6. jr4 SOLUTIONS This Agreement is BETWEEN: CollectorSolutions, Incorporated 316 South Baylen Street Suite 590 Pensacola, Florida 32502 Referred to herein as 'CSI' AND COLLIER COUNTY, BOARD OF COUNTY C )MMISSlt". N E;RS 3327 Tamiami -flail East i',.;a0.s. 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: Client: Rev#122810 Page 1 of 17 Packet Page -671- 7/12/2016 16.C.6. . 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: W. +; Client: Revtf122810 Page 2of17 Packet Page -672- 7/12/2016 16.C.6. j SOLUTIONS 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: 1'1 Client: _ _ Rev# 122810 Page 3 of 17 immmmmo......immomimiaimimmmemimnnni Packet Page -673- 7/12/2016 16.C.6. ro\' 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 7 Initials: CSI: V Client: Rev#122810 Page 4 of 17 Packet Page-674- 7/12/2016 16.C.6. '�'Yr 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 CSI's processing of payments for the Client. [Remaining page left blank intentionally] 1,4 lJj Initials: CSI: 4' Client: Rev# 122810 Page 5of17 Packet Page -675- -----_ ___-__ 7/12/2016 16.C.6. &COI j SOLUTIONS F 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: 1415 Client: Rev# 122810 Page 6 ct 17 Packet Page-676- 7/12/2016 16.C.6. r4,\ 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] Initials: CSI: 114_1( Client: Rev# 122810 Page 7 of 17 Packet Page-677- 7/12/2016 16.C.6. j�- SO UTIONS 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: UJ... Client: Rev# 122810 Page 8 of 17 Packet Page -678- 7/12/2016 16.C.6. x 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 rnajeure", 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 f Initials: CSI: V Client: Rev# 122810 Page 9 of 17 Packet Page-679- 7/12/2016 16.C.6. C 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: A 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: 41)::A1 Client: Rev#122810 Page 10 of 17 Packet Page-680- 7/12/2016 16.C.6. a�4� :day sr��s-- 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 CSI's data exchange platforms by the Client andior 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 Initials: CSI: �...17' Client: Rev#122810 Page 11 of 17 Packet Page -681- 7/12/2016 16.C.6. j 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: V Client: Rev#122810 Page 12 of 17 Packet Page -682- 7/12/2016 16.C.6. le41\ 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. 3 4112 ATTN: Peter Lur•ci, Manager of Customer Service Phone: (239)252-2357 Email: peterlund(a�coliier ov.,.._- Fax: 239)252-2r366 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.CSI 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: 10,1/ Client: Rev# 122810 Page 13 of 17 Packet Page -683- 7/12/2016 16.C.6. 1,4\ SOLUTIONS by CS!. 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: 012ri/ Client: Rev#122810 Page 14 of 17 Packet Page -684- 7/12/2016 16.C.6. f\ SOWTIONS Signature Page 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: COLLECTORSOLUTION-S;1 ORP ATED ,/ Signature Date 669//6/,9-0/ Name Robe - . Cothran Title President 4i; /if ; / . - Witness Signature �� ;-� /.,4,g2-1.6/vv/ �� Date 06 llv 0/1)// Name tureen B. Valentino ��0?.P Title ice-President c�° SEAL 2003 BOARD OF COUNTY COMMISSIONERS ATTEST. " < COLLIER COUNTY, FLORIDA Dwight E. Brea Clerk of Courts BY: t : �' By. '_ �'-1c 'Dated'.., g ,,2DIf Fred W. Coyle, Chairr4 n Attest # L4;O% 1r YII�' .8f. '44 cs. Approved as to form and leg. uffici-nc p Deputy County Attorney Scott R. Teach Packet Page -685- 7/12/2016 16.C.6. r\ SoLuTioNS APPENDIX A.1 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 {= — (0, 1, or 2) Miscellaneous Fees Charge-backs (credit cards) $20.00 Paid by CLIENT Credits $1.75 Paid by CLIENT Non-NSF Check Returns $1.75 Paid by CLIENT NSF Check Returns* $20.00 Paid by _CLIENT_(PAYER or CLIENT) Initials: CSI: Uviov Client: _ Rev# 122810 Page 16 of 17 Packet Page -686- 7/12/2016 16.C.6. t-1\ SOLUTIONS 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 RDEI 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: C: lier Ct mq.y Board of Cru_liy Corr EIN: �' t Signature: Name: Title: Client's Bank Name: Routing Number: { CiC i 1 ' r `j Account Number: ?J‘-t ._ 5 ' City& State: Initials: CSI: k - Client: Rev# 122810 Page 17 of 17 Packet Page -687- 7/12/2016 16.C.6. EXHIBIT A-1 Contract Amendment# 1 to Contract 06-3972 "CREDIT CARD & ACH PROCESSING" This amendment, dated j•-€11,-.r.,kark-tiA).20 '04 to the referenced agreement shall be by and between the parties to the original Agreement, CollectorSolutions, Inc. (to be referred to as "CSI-) and Collier County, Florida, (to be referred to as "Client"). Statement of Understanding RE: Contract#06-3972 "CREDIT CARD & ACH PROCESSING" In order to continue the services provided for in the original Agreement document referenced above, CSI agrees to amend the Agreement as provided in Exhibit "Al-A" attached to this Amendment and incorporated herein by reference or by the modified language. All other terms and conditions of the agreement shall remain in force. IN WITNESS WHEREOF, CSI and the Client have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date(s)indicated below. Accepted: , 20 CLIENT: • TEST BOARD OF COUNTY COMMISSIONERS f•-,T ; DWIGHT E.SRPSK:Clark•• OF COLLIER CKTNTiey/FLORIDA AO \ - By: T h:tzst as to rman$ stgnatr Tom Henning, Chairtuli First Wit es/ CSI: Collec •S lutions, Inc. \ f, ...-- (:11;:711:17 / / 1-'", A Print Name - t / 71/12/ 6- i4/74 e4 L Print Na/ne and Title Second Witness: P 1j),..)) By: 00-(D) Faicurvy Print Name Approved as to Form and Legality: Emily Pepin Assistant County Attorney 1 Packet Page-688- 7/12/2016 16.0.6. ' EXHIBIT Al-A ,-,,?""• - s• Contract Amendment# 1 to Contract#06-3972 "CREDIT CARD & ACH PROCESSING" • Note: Language deleted has been struck through. New language has been underlined. [4-01 Change#1: "DEFINITIONS" section has been amended to read as follows: Credit Card: A U.S. or internationally issued American Express, Discover, MasterCard, or Visa. Settlement Account: A bank account at a federally insured banking institution designated by CSI the Client into which credit card payments shall be initially deposited and that result from CSI's processing of payment for the Client. [***] Change#2: "SERVICES"has been amended to read as follows: CREDIT CARDS CSI shall license and make available to the Client its processing Software and Hosting Services (the "Service or Services") for 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 for all credit card transcations will occur on or before the third second banking/business day subsequent to the transaction date. The transcation date shall be determined on a midnight to midnight basis. All credit card funds deposited or transferred into the Settlement Account, excluding CSI Convenience Fee, will remain the property of the Client. [.**1 eChecks (ACH) CSI shall license and make available to the Client its processing Software 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 and agency status to CSI. ACH transactions shall be deposited and credited directly to the Client's DDA (echeck funds from a Payer's account will never enter a CSI account). CSI is expressly permitted to move funds from the Payer's specified Account to the DDA(S) of the Client. On the next banking day following a transaction (based upon a midnight to midnight day). CSI will create and process Fed Files which provide the instructions 2 Packet Page -689- 7/12/2016 16.C.6. to transfer funds from Payer accounts to the Client DDA account. The actual transfer of funds will occur on erbefore the seeend-same business day subsequent to the transaction date. Change#3: "TERMS" section has been amended to read as follows: 1***1 4. Certain electronic devices, such as the credit card swipe machine,the eCheck scanner, and the payment receipt printer shall may be purchased separately by the Client and are not part of the set-up fee charged by CSI. CSI will provide integration with each of the CSI-approved devices. [***1 - . - amount+stated in Appendix, A.1 for 3 Client's average payment amount exceeds theaverage 10. Prices shall remain firm for the initial and subsequent renewal terms of this contract. 11. The contract shall be for a one (1) year period, commencing on the date Client's governing Board approves the award of Amendment No. 1 to the Agreement with three (3) one (1) year renewal options. The Client shall give CSI written notice of the Client's intention to extend the Agreement term not less than thirty(30)days prior to the end of the Agreement term then in effect. CSI shall not assign this Agreement or any part thereof, without the prior consent in writing of the Client. Any attempt to assign or otherwise transfer this Agreement or any part herein,without the Client's consent, shall be void. If CSI does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward CSI all of the obligations and responsibilities that CSI has assumed toward the Client. This Agreement represents the entire understanding between the Client and CSI. Any changes must be in writing and executed by persons authorized to bind the Parties. [***1 3 Packet Page -690- 7/12/2016 16.C.6. Change#4: The following Paragraphs have been added to the Agreement: 24. The nonperformance of any obligation of CSI will not be deemed a default unless CSI fails to cure the default within thirty (30) days after written notice to CSI of such nonperformance. If CSI fails to cure such default, ceases conducting business in the normal course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under the Federal Bankruptcy Act (other than a proceeding under Chapter 11 thereof)or any other statute of any state relating to insolvency or the protection of the rights of creditors, then the Client may elect any one or more of the following options: (i) terminate the Agreement; (ii) suspend any payments due under the Agreement; (iii) pursue any remedy available to it at law or equity, in addition to any specific rights or remedies set forth in the Agreement. 25. CSI's primary processing facility is located in Birmingham, Alabama. For the duration of the Agreement, CSI shall have a backup processing facility in place to perform all required processing of the Client's customer credit card payments in the event that CSI's systems at the primary facility are inoperable due to an act of God, other events that are beyond the reasonable control of CSI, or for maintenance of the systems at the primary processing facility. If the systems at CSI's primary facility are unable to process the Client's customer credit card payments, CSI shall have one (1) hour from the time the systems become inoperable to have the backup processing facility operational and processing the Client's customer credit card payments. The system capabilities at the backup processing facility shall have the same system capabilities as the primary processing facility. Any and all costs incurred as a result of using the backup processing facility to process the credit card payments shall be the responsibility of CSI. The County shall not be responsible for any additional costs beyond the cost for processing credit card payments as defined in the Agreement. 26. CSI is currently certified to be in compliance with the Payment Card Industry Data Security Standard (PCI DSS) Version 3.0, or the current then version, for Hosting Providers, by a qualified security assessor (QSA) and approved scanning vendor (ASV), as applicable. Any changes in CSI's certification require prompt written notification to Client. CSI agrees, at no additional cost to the Client, to continue to meet all then PCI DSS requirements and to validate that compliance at least annually and in accordance with the credit card industry rules, which include but are not limited to the PCI Security Standards Council's PCI Data Security Standard. CSI shall also provide written evidence of this compliance to the Client annually or as requested by the Client. 27. Payment by Client to CSI will be made upon receipt of a proper invoice and in compliance with Section 218.70, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 28. For the duration of the Agreement, CSI shall be licensed to do business in the State of Florida. 29. Appendix A.1 of the Agreement is amended and replaced in its entirety as attached hereto as Exhibit"A". 4 Packet Page -691- 7/12/2016 16.C.6. Change #5: "Appendix A.1" has been superseded and replaced in its entirety by the attached Exhibit"A" EXHIBIT "A" Appendix A.1 1. CIS SYSTEM UTILIZED: inHANCE 2. WEB MODULE UTILIZED: iWebMS 3. IVR SYSTEM UTILIZED: Harris 4. POS SYSTEM UTILIZED: inHANCE 5. PAYMENT TYPE: utility 6. FEES: Set up fees $0.00 Recurring fees $0.00 Accepting Credit Cards YES Transactional Fees 2.35% Fees to be paid by CLIENT Accepting eChecks YES Transactional Fees $0.80 Fees to be paid by CLIENT Re-presentment count N/A Miscellaneous Fees Charge-backs (credit cards) $20.00 Paid by Client Credits $ 1.75 Paid by Client Non-NSF Check Returns $ 1.75 Paid by Client NSF Check Returns $20.00 Paid by Client Minimum payment for a transaction is $1.00. 5 Packet Page -692- 7/12/2016 16.C.6. EXHIBIT A-2 CONTRACT Amendment#2 to Contract 06-3972 "CREDIT CARD & ACH PROCESSING" This amendment dated, 2016, to the referenced agreement shall be by and between the parties to the original Agreement, CollectorSolutions, Inc. (to be referred to as "CSI") and Collier County, Florida (to be referred as"Client'). Statement of Understanding RE: Contract#06-3972 "CREDIT CARD AND ACH PROCESSING The parties hereby agree to amend Contract #06-3972 by replacing and superseding in its entirety "Appendix A.1"with the Exhibit"A2-A". All other terms and conditions of the agreement shall remain in force. IN WITNESS WHEREOF, CSI and the Client have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date(s) indicated below. Accepted: , 2016. CLIENT: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA By: Donna Fiala,Chairman First Witness: CSI: CollectorSolutions,Inc. By: By: Print Name Print Name and Title Second Witness: By: Pr..1 ame Appr e k' '`'Im and legality: 1 Jeffrey ,atzkow, County Attorney IP e Contract Amendment#2 to Contract#06-3972 "CREDIT CARD&ACH PROCESSING" Packet Page -693- 7/12/2016 16.C.6. EXHIBIT A2-A Contract Amendment#2 to Contract#06-3972 "CREDIT CARD & ACH PROCESSING" Appendix AA I. Software System Utilized 2. Web Modules Utilized 3. IVR Systems Utilized 4. POS Systems Utilized 5. Payment Type Collier County Government Services 6. FEES: Set up Fees $0.00 Recurring Fees $0.00 Accepting Credit Cards YES Transactional Fees 2.35% Fees to be paid by CLIENT or CUSTOMER Re-presentment count N/A Miscellaneous Fees Charge-hacks $20.00 Paid by Client Credits $ 1.75 Paid by Client Non-NSF Check Returns $ 1.75 Paid by Client NSF Check Returns $20.00 Paid by Client Minimum payment for a transaction is $1.00 for water/sewer payments only. All only types of payments are 2.35% flat. 2 I P a c e Contract Amendment#2 to Contract#06-3972 "CREDIT CARD&ACH PROCESSING" Packet Page -694-